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<FORMER-CONFORMED-NAME>CEDAR INCOME FUND 1 LTD
<DATE-CHANGED>19891010
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<FORMER-CONFORMED-NAME>UNI INVEST USA LTD
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<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                   ___________________________________________

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) February 6, 2003


                             CEDAR INCOME FUND, LTD.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



  Maryland                            0-14510                 42-1241468
--------------------------------------------------------------------------------
(State or other                     (Commission              (IRS Employer
Jurisdiction of                     File Number)           Identification No.)
Incorporation)



44 South Bayles Avenue, Port Washington, New York                      11050
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)



Registrant's telephone number, including area code          (516) 767-6492



--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)


<PAGE>



Item 2.      Acquisition or Disposition of Assets

Purchase of Fairview Plaza, Fairview Township, PA; Newport Plaza,
Howe Township, PA; Halifax Plaza, Halifax Township, PA

Pursuant to certain agreements, as filed herewith, for the sale/purchase of the
three captioned shopping center properties located near Harrisburg,
Pennsylvania, each anchored by a Giant supermarket, Cedar Income Fund
Partnership, L.P. (the "Operating Partnership") through certain newly-created
limited partnership entities, completed the purchase for the Fairview Plaza
property on January 10, 2003 and the Newport and Halifax Plaza properties on
February 6, 2003. The properties are held through an umbrella limited
partnership, Fairport Associates, L.P. (sometimes hereinafter referred to as
"Fairport"), in which a limited liability company (CIF-Fairport Associates, LLC,
sometimes hereinafter referred to as "CIF Entities") of which the Operating
Partnership is the sole member, is the sole general partner. Fairport
Associates, L.P., in turn, owns 99% as limited partner in Newport Plaza
Associates, L.P., Halifax Plaza Associates, L.P. and Fairview Plaza Associates,
L.P., each of which owns respectively, the Newport Plaza, Halifax Plaza and
Fairview Plaza shopping centers (sometimes hereinafter referred to as "Newport",
"Halifax" and "Fairview", respectively). The general partner (with a 1% general
partnership interest) of each of Newport Plaza Associates, L.P., Halifax Plaza
Associates, L.P. and Fairview Plaza Associates, L.P. is a single-purpose limited
liability company of which the Operating Partnership is the sole managing
member.

The seller of the Newport Plaza and Halifax Plaza properties was Caldwell
Development Company; the seller of the Fairview Plaza was Double M Development,
a Pennsylvania partnership, in which Mark Caldwell, the principal of Caldwell
Development Company, is also a general partner. The purchase of all three
properties was negotiated at the same time. All three properties were offered as
a package by the sellers. Accordingly, while the purchase of one property
(Fairview Plaza) closed prior to the other two, the purchase of all three
properties is being treated as a single related transaction for purposes of
reporting under Item 2 of Form 8-K.

The largest tenant at each of the three respective shopping centers is Giant
Food Stores, LLC, ("Giant") with a store of approximately 59,237 sq. ft. at
Fairview Plaza, 32,000 sq. ft. at Newport Plaza and 43,400 sq. ft. at Halifax
Plaza. The aggregate base rents and contributions to common area maintenance,
real estate taxes and insurance costs (and private sewer at Newport Plaza) for
Giant in the three properties is approximately $1,387,200 (including additional
rent of approximately $160,000 at Newport Plaza pursuant to exercise of a
certain building purchase option at closing, as further described below), which
amount represents approximately 61% of the total net income and contributions
toward expenses for the three properties. In the event Giant's credit is reduced
below BBB-, the interest rate "spread" for the loans on the Newport and Halifax
properties, as further described below, will be increased from 210 to 250 basis
points. In the event Giant should declare bankruptcy or should otherwise fail to
honor its leases, the loss of income and the costs of replacing such tenancies
and of redeveloping the respective premises for other tenants, plus lost rents
pending any such re-leasing and redevelopment, would require substantial
additional funds in excess of funds available to CIF-Fairport Associates, LLC,
or any of its affiliated ownership entities for the properties, or the Company
or Operating Partnership at this time.


<PAGE>

Fairview Plaza is a 69,579 sq. ft. shopping center located on approximately 6.77
acres on Old York Road in Fairview Township, PA. The purchase price, exclusive
of closing costs and adjustments, was $8,000,000. Its tenants, in addition to a
59,237 sq. ft. Giant supermarket as mentioned above, include McDonald's, Subway,
Pennsylvania Liquor Control Board retail store, and a regional bank.

Newport Plaza is a 66,789 sq. ft. shopping center located on approximately 12
acres on Route 34 in Howe Township, PA. The purchase price, exclusive of closing
costs and adjustments, was $4,780,000. Its tenants, in addition to a 43,400 sq.
ft. Giant supermarket as mentioned above, include a Rite Aid drug store,
McDonald's, Subway, Pennsylvania Liquor Control Board retail store, and a
regional bank.

Halifax Plaza is a 54,150 sq. ft. shopping center located on approximately 8.5
acres on Peters Mountain Road in Halifax Township, PA. The purchase price,
exclusive of closing costs and adjustments, was $5,240,000. Its tenants, in
addition to a 32,000 sq. ft. Giant supermarket as mentioned above, include a
Rite Aid drug store, McDonald's, Subway, Pennsylvania Liquor Control Board
retail store, and a regional bank.

The purchase of the Fairview Plaza property was funded in part by a first
mortgage from General Electric Capital Corporation in the amount of $6,080,000.
The loan is for a period of ten years, at an interest rate of 5.64%, with
amortization on a 30-year schedule. Annual debt service on the loan, including
both interest and amortization, is approximately $430,000. The loan is
prepayable only upon payment of a penalty equal essentially to the difference
between the interest cost/yield of the loan and the then-prevailing
lending/borrowing rates, discounted to then-present values, for the balance of
the term of the loan.

Repayment of the loan is with recourse only to the property, except that Cedar
Income Fund, Ltd. (the "Company") and the Operating Partnership, are
responsible, without limitation, for liability under the loan resulting from
fraud or willful misrepresentation, environmental matters, misappropriation of
proceeds or improper retention of certain funds within the possession of the
borrower.

The loans for all three properties require liquidity in the Company and the
Operating Partnership on a consolidated basis of not less than $1 million. The
loan on the Newport and Halifax properties require a combined net worth of not
less than $13 million including equity of the minority interests and limited
partner. (The Fairview property was a $5 million requirement).

The purchases of the Newport Plaza and Halifax Plaza properties were funded in
part by first mortgage loans from Citizens Bank of Pennsylvania, in the
respective amounts of $3,935,000 and $4,265,000. The loans are for a period of
seven years, at an interest rate of 6.43%, with amortization at $78,000 per
annum ($109,200 per annum after the additional $1,600,000 loan funding) for the
Newport Plaza and at $90,000 per annum for Halifax Plaza. Annual debt service on
the Newport and Halifax Plaza loans, including both interest and amortization,
is approximately $800,000 in the aggregate. The loans are prepayable without
penalty except for applicable "breakage fees" under the interest rate protection
agreements.


<PAGE>

The interest rate on the Newport and Halifax loans was determined by a "spread"
of 210 basis points over 30-day LIBOR (London Inter Bank Offered Rate). The
borrowers entered into interest rate "swaps" for the entire amounts and terms of
the respective loans, swapping 30-day LIBOR for a fixed rate of 4.33%, so as to
result in a fixed rate of 6.43%.

Repayment of the loans are with recourse only to the respective properties,
except that the Company and the Operating Partnership have guaranteed repayment
of 20% of each of the respective loan amounts, as well as the interest on the
loans and the hedging costs, and are also responsible, without limitation, for
liability under the respective loans resulting from fraud or willful
misrepresentation, environmental matters, misappropriation of proceeds or
improper retention of certain funds within the possession of the respective
Borrowers or guarantors.

The respective borrowers paid fees to the lender of approximately $55,300 for
the loan on Newport Plaza and approximately $42,650 for the loan on Halifax
Plaza. The respective borrowers also paid fees to iCap Realty Advisors of 0.75%
of the aggregate loan amounts ($36,750 for Newport Plaza and $36,750 for Halifax
Plaza) in connection with the placement of the financing with Citizens Bank of
Pennsylvania.

The total cash requirements, including the purchase price above the
previously-described first mortgage financings for the three properties, plus
closing costs, costs of interest rate swaps, and fees were approximately
$4,898,475. Of the cash requirements at closing, Kimco Preferred Investor III,
Inc. ("Kimco Investor") funded approximately $3,740,000. The Company has
previously concluded the purchase of the Loyal Plaza Shopping Center,
Williamsport, Pennsylvania, in a joint venture arrangement with another
affiliate of Kimco Realty Corporation as further described in the 8-K flied for
that transaction. The funds contributed by the Operating Partnership to Fairport
Associates, L.P., approximately $1,160,000, were funded from available cash,
including proceeds of certain investments made in certain units of the Operating
Partnership by Homburg Invest (USA) Inc. as described in an earlier 8-K filing.

APC Realty Advisors, Inc., as advisor to the Company in connection with
placement of first mortgage financing with GECC and equity funding by (an
affiliate of) Kimco Realty Corporation, will receive $100,000 in cash. Such
amounts are in addition to the cash contributions to equity described above.

Cedar Bay Realty Advisors, Inc. ("CBRA"), the investment advisor to the Company
and the Operating Partnership, wholly-owned by Leo S. Ullman, Chairman and
President of the Company, will receive acquisition fees in the aggregate amount
of $180,400 (1% of the purchase price of each of the properties in accordance
with the Administrative and Advisory Agreement, as amended, currently in effect
between the Company and CBRA), which will be paid by the Company out of
available cash flow. Such amounts are also in addition to the cash contributions
to equity described above.

The purchase price for the Newport property and the first mortgage loan balance
will be increased by approximately $1.6 million, respectively, in connection
with the exercise by purchaser, pursuant to notice given on February 11, 2003
and effective sixty days thereafter, for the purchase of the building presently
owned by Giant at this property. The ground under the building has been leased
to date by Giant while it owned the building. The purchaser paid a $160,000
deposit in connection with the exercise of that option. The purchase price
represents the depreciated cost to Giant for the construction of the building.
At closing of the purchase of the building, the amount of approximately $1.6
million would be funded by the lender and the amount of $160,000 advanced by the
Operating Partnership will be refunded - less legal fees, transfer taxes and
title charges. The additional borrowing will be at the same terms (and hedged)
as the initial borrowing.


<PAGE>


The Company intends to continue to operate the properties as shopping centers.

Management of each of the shopping centers will be vested with Brentway
Management LLC, an affiliate of the Company. The management company will be
entitled to standard arm's length fees for property management, leasing and
construction management. Brentway Management is owned by Leo S. Ullman and
Brenda Walker, directors and officers of the Company.

The Company's indirect ownership interests range from 50% of cash flow to a 30%
residual sharing interest in the respective partnerships owning each of the
three properties.

The partnership agreements for each of the respective properties provide
essentially that Kimco Investor will be entitled to receive an amount which
accrues on its capital contributions as a "preferred return" of 12.5%, after
which the CIF Entities will be entitled to receive an amount which accrues on
its capital contributions as a "preferred return" of 12.5%; thereafter, any
excess cash flow is divided 50% to Kimco Investor and 50% to the CIF Entities.
In the event of a "capital transaction" (sale or refinancing, for example) the
initial proceeds of such transaction after repayment of third party debt shall
be distributed as follows: first to repayment of "default capital
contributions", as described below, then to "additional capital contributions",
next to Kimco Investor until its initial capital contribution is reduced to
zero, then to Kimco Investor until it achieves a 12.5% internal rate of return
("IRR"), then to the CIF Entities until its capital contribution balance is
reduced to zero, then until it receives a 12.5% IRR, and then in accordance with
the residual sharing ratio (30% to the Company and 70% to Kimco Investor). As
each of the properties, and the respective ownership entities, are all under the
Fairport partnership umbrella, and all receipts/distributions are funneled to
the Fairport partnership entity, and as all distributions and priority payments,
are covered by the Fairport partnership agreement, any shortfall in required
priority payments by any one of the three properties, will be offset by excess
cash receipts from any other of the properties prior to any other distribution
for the benefit of any affiliate of the Operating Partnership.

The effect of the preferred IRR arrangements with Kimco Investor will expose the
Company's contributed capital, in the event of a capital transaction, to cover
any shortfall in Kimco Investor's rate of return. There will not be any exposure
beyond the potential inability of the CIF Entities to realize repayment of such
contributed amounts (and any undistributed income). Management believes, based
on its projections, that, absent unforeseen negative results for the respective
shopping centers, such as a prolonged vacancy of a substantial portion of one of
the shopping centers, for example, and/or a dramatic reduction in rents, the
shopping centers, respectively, if sold or refinanced, should generate
sufficient funds to pay such preferred returns.


<PAGE>

Each partner shall be required to make additional contributions in proportion to
their respective sharing ratios (initially 82.4% for Kimco Investor and 17.6%
for the CIF Entities) if approved by the partners for the conduct of the
respective partnership's business. The failure by a partner to make any
additional capital contributions will generally not give rise to recourse by one
partner against another.

Either party shall have the right after December 31, 2007 to initiate a
procedure for offering the three properties (not just one or two of the
properties) for sale for amounts in excess of any debt secured by the three
properties plus unreturned capital contributions, or to initiate a "buy-sell"
option for the three properties.

The foregoing discussions prepared by management of the Company may contain
certain forward-looking statements within the meaning of the Securities Acts
with respect to the Company's expectations for future periods. Although the
Company believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, the actual results may differ
materially from those set forth in such forward-looking statements; the Company
can give no assurances that its expectations will in fact be achieved.

The above descriptions of the purchase and partnership arrangements and related
matters with respect to the acquisition of the three respective properties have
been prepared by management and are subject in each case to the actual terms set
forth in the attached Exhibits.


<PAGE>



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial statements of the property acquired will be filed separately.
(b) Pro Forma financial information relative to the acquired property will be
    filed separately.
(c) Exhibits


The following exhibits are included herein:

(10.1)   Limited Partnership Agreement of Fairport Associates, L.P. between
         CIF-Fairport Associates, LLC and Kimco Preferred Investor III, Inc,
         dated as of January 8, 2003;
(10.2)   Agreement for the Sale of Real Estate of Fairview Plaza by and between
         Cedar Income Fund Partnership, L.P. and Double M Development, dated
         ________, 2002;
(10.3)   Limited Partnership Agreement of Fairview Plaza Associates, L.P.
         between CIF-Fairview Associates, LLC and Fairport Associates, L.P.,
         dated __________, 2003;
(10.4)   Property Management Agreement (Fairview Plaza) between Fairview Plaza
         Associates, L.P. and Brentway Management LLC, dated January 9, 2003;
(10.5)   Loan Agreement from General Electric Capital Corp. to Fairview Plaza
         Associates, L.P., dated as of January ____, 2003;
(10.6)   Assignment of Leases and Rents by Fairview Plaza Associates, L.P. to
         General Electric Capital Corporation, dated as of January ___, 2003;
(10.7)   Open-End Mortgage, Assignment of Leases and Rents, Security Agreement
         and Fixture Filing by Fairview Plaza Associates, L.P. for the benefit
         of General Electric Capital Corporation, is executed as of January
         ______, 2003;
(10.8)   Promissory Note for Fairview Plaza Associates, L.P. to General Electric
         Capital Corporation, dated January ___, 2003;
(10.9)   Bill of Sale by Double M Development to Fairview Plaza Associates,
         L.P., dated January ___, 2003;
(10.10)  Loans to One Borrower Certificate from General Electric Capital Corp.
         to Fairview Plaza Associates, L.P. guaranteed by Cedar Income Fund,
         Ltd., dated January ___, 2003;
(10.11)  Agreement for the Sale of Real Estate of Newport Plaza by and between
         Cedar Income Fund Partnership, L.P. and Caldwell Development, Inc.,
         dated as of August ___, 2002;
(10.12)  Limited Partnership Agreement of Newport Plaza Associates, L.P. between
         CIF-Newport Plaza Associates, LLC and Fairport Associates, L.P., dated
         as of January 7, 2003;
(10.13)  Property Management Agreement (Newport Plaza) between Newport Plaza
         Associates, L.P. and Brentway Management LLC, dated as of January ___,
         2003;
(10.14)  Escrow Agreement by and between Caldwell Development, Inc. and Newport
         Plaza Associates, L.P. and Citizens Bank of Pennsylvania, dated
         February ___, 2003;
(10.15)  Bill of Sale by Caldwell Development, Inc. to Newport Plaza Associates,
         L.P., executed January __, 2003;
(10.16)  Indemnification Agreement between Mark G. Caldwell and Newport Plaza
         Associates, L.P. by and between Mark G. Caldwell and Newport Plaza
         Associates, L.P., dated February __, 2003;
(10.17)  Loan Agreement by and between Newport Plaza Associates, L.P. and
         Citizens Bank of Pennsylvania, dated ________, 2003;
(10.18)  Promissory Note from Citizens Bank of Pennsylvania for the benefit of
         Newport Plaza Associates, L.P., dated _________, 2003;
(10.19)  Open-End Mortgage and Security Agreement between Newport Plaza
         Associates, L.P. and Citizens Bank of Pennsylvania, dated ________,
         2003;
(10.20)  Assignment of Leases and Rents by Newport Plaza Associates, L.P. and
         Citizens Bank of Pennsylvania, dated ________, 2003;
(10.21)  General Collateral Assignment by and between Newport Plaza Associates,
         L.P. and Citizens Bank of Pennsylvania, made _______, 2003;
(10.22)  Environmental Indemnity Agreement by Newport Plaza Associates, L.P. and
         Citizens Bank of Pennsylvania, made _________, 2003;
(10.23)  Guaranty and Suretyship Agreement by Cedar Income Fund, Ltd. and Cedar
         Income Fund Partnership, L.P. made in favor of Citizens Bank of
         Pennsylvania, made ____, 2003;
(10.24)  Interest Rate Swap Agreement (Reference: CMD00075) from Citizens Bank
         of Pennsylvania to Newport Plaza Associates, L.P., dated February 10,
         2003;




<PAGE>

(10.25)  Interest Rate Swap Agreement (Reference: CMD00077) from Citizens Bank
         of Pennsylvania to Newport Plaza Associates, L.P., dated February 11,
         2003;
(10.26)  Interest Rate Swap Agreement (Reference: CMSW10001) from Citizens Bank
         of Pennsylvania to Newport Plaza Associates, L.P., dated February 14,
         2003;
(10.27)  Agreement for the Sale of Real Estate of Halifax Plaza between Cedar
         Income Fund Partnership, L.P. and Caldwell Development Company, dated
         August __, 2002;
(10.28)  First Addendum to Agreement of Sale of Halifax Plaza between Cedar
         Income Fund Partnership, L.P. and Caldwell Development Company, dated
         August __, 2002;
(10.29)  Limited Partnership Agreement of Halifax Plaza Associates, L.P. between
         CIF-Halifax Plaza Associates, LLC and Fairport Associates, L.P.,
         entered into as of January 7, 2003;
(10.30)  Property Management Agreement (Halifax Plaza) between Halifax Plaza
         Associates, L.P. and Brentway Management LLC, made as of January ___,
         2003;
(10.31)  Bill of Sale by Caldwell Development Company to Halifax Plaza
         Associates, L.P., executed ________, 2003;
(10.32)  Indemnification Agreement between Mark G. Caldwell and Halifax Plaza
         Associates, L.P. by and between Mark G. Caldwell and Halifax Plaza
         Associates, L.P., dated February __, 2003;
(10.33)  Loan Agreement by and between Halifax Plaza Associates, L.P. and
         Citizens Bank of Pennsylvania, made ____________, 2003;
(10.34)  Promissory Note for Halifax Plaza Associates, L.P. to Citizens Bank of
         Pennsylvania, dated __________, 2003;
(10.35)  Open-End Mortgage and Security Agreement between Halifax Plaza
         Associates, L.P. and Citizens Bank of Pennsylvania, dated _____, 2003;
(10.36)  Assignment of Leases and Rents by Halifax Plaza Associates, L.P. and
         Citizens Bank of Pennsylvania, made _______, 2003;
(10.37)  General Collateral Assignment and Security Agreement by and between
         Halifax Plaza Associates, L.P. and Citizens Bank of Pennsylvania, made
         _________, 2003;

(10.38)  Environmental Indemnity Agreement by Halifax Plaza Associates, L.P. and
         Citizens Bank of Pennsylvania, made _________, 2003;

(10.39)  Guaranty and Suretyship Agreement by Cedar Income Fund, Ltd. and Cedar
         Income Fund Partnership, L.P. in favor of Citizens Bank of
         Pennsylvania, made ______, 2003;

(10.40)  Interest Rate Swap Agreement (Reference: CMD00079) from Citizens Bank
         of Pennsylvania for the benefit of Halifax Plaza Associates, L.P.,
         dated February 11, 2003;

(10.41)  Interest Rate Swap Agreement (Reference: CMD00081) from Citizens Bank
         of Pennsylvania for the benefit of Halifax Plaza Associates, L.P.,
         dated February 11, 2003;

(99.1)   Press Release issued by Cedar Income Fund, Ltd. regarding the closing
         of the acquisition of Fairview Plaza, New Cumberland, PA, dated January
         10, 2003; and

(99.2)   Press Release issued by Cedar Income Fund, Ltd. regarding the closing
         of the acquisition of Newport Plaza, Newport, PA and Halifax Plaza,
         Halifax, PA, dated February 6, 2003.


<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        CEDAR INCOME FUND, LTD.


                                        By:  /s/ Leo S. Ullman
                                            ----------------------------------
                                             Leo S. Ullman
                                             Chairman

Dated: February 21, 2003




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>EX10-1.TXT
<TEXT>
<PAGE>

================================================================================








                            PARTNERSHIP AGREEMENT OF

                            FAIRPORT ASSOCIATES, L.P.










================================================================================


<PAGE>


                        LIMITED PARTNERSHIP AGREEMENT OF

                            FAIRPORT ASSOCIATES, L.P.

     This Limited Partnership Agreement (this "Agreement") is entered into as of
January 8, 2003, between CIF-Fairport Associates, LLC, a Delaware limited
liability company (the "Developer Partner"), and Kimco Preferred Investor III,
Inc., a Delaware corporation (the "Preferred Partner").

                                    ARTICLE 1

                                   DEFINITIONS

     Section 1.1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:

          "Act" means the Delaware Revised Uniform Limited Partnership Act, as
it may be amended from time to time.

          "Additional Capital Contribution" has the meaning assigned to such
term in Section 6.2.

          "Additional Capital Contribution Balance" means, for each Partner, the
cumulative Additional Capital Contributions of that Partner less the cumulative
distributions to that Partner in return thereof pursuant to Section 8.2(d).

          "Additional Capital Contribution Preferred Return Balance" means, for
each Partner, the cumulative accrued Preferred Return of that Partner on its
Additional Capital Contribution Balance less all amounts distributed by the
Partnership to that Partner in payment thereof pursuant to Sections 8.1(b) and
8.2(c).

          "Adjusted Capital Account Deficit" means, with respect to any Partner
for any taxable year or other period, the deficit balance, if any, in such
Partner's Capital Account as of the end of such year or other period, after
giving effect to the following adjustments:

               (a) Credit to such Capital Account any amounts that such Partner
is obligated to restore or is deemed obligated to restore as described in the
penultimate sentence of Regulation Section 1.704-2(g)(1) and in Regulation
Section 1.704-2(i)(5); and

               (b) Debit to such Capital Account the items described in
Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

          "Affiliate" means, with respect to a Person, another Person, directly
or indirectly, through one or more intermediaries, controlling, controlled by,
or under common

                                       2
<PAGE>

control with the Person in question. The term "control" as used in the preceding
sentence means, with respect to a Person that is a corporation, the right to
exercise, directly or indirectly, more than 5% of the voting rights attributable
to the shares of the controlled corporation, and, with respect to a Person that
is not a corporation, the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of the controlled
Person.

          "Approved Loans" shall mean loans made to the Partnership or the
Property Partnerships which are approved in writing by the Preferred Partner.
The Mortgage Loan shall be an Approved Loan.

          "Bankruptcy" means, with respect to a Person, the occurrence of (1) an
assignment by the Person for the benefit of creditors; (2) the filing by the
Person of a voluntary petition in bankruptcy; (3) the entry of a judgment by any
court that the Person is bankrupt or insolvent, or the entry against the Person
of an order for relief in any bankruptcy or insolvency proceeding; (4) the
filing of a petition or answer by the Person seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation; (5) the filing by the
Person of an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against it in any proceeding for
reorganization or of a similar nature; (6) the consent or acquiescence of the
Person to the appointment of a trustee, receiver or liquidator of the Person or
of all or any substantial part of its properties; or (7) any other event which
would cause the Person to cease to be a Partner of a limited liability
Partnership under Section 18-304 of the Act.

          "Business Day" means any day other than Saturday, Sunday, or other day
on which commercial banks in New York are authorized or required to close under
the laws of the State of New York.

          "Capital Account" shall have the meaning set forth in Section 9.1.

          "Capital Contribution" means, with respect to each Partner, the amount
of (a) cash and the initial Gross Asset Value of any property (net of
liabilities assumed by the Partnership resulting from such contribution and
liabilities to which the property is subject) contributed to the Partnership by
that Partner plus (b) with the Preferred Partner's written consent, the amount
of such Partner's payments made to creditors of the Property Partnerships after
the date hereof with respect to the Property Partnerships' obligations(until
such amount is reimbursed to such Partner).

          "Capital Proceeds" means funds of the Partnership or the Property
Partnerships arising from a Capital Transaction,

                                       3
<PAGE>

less (a) the actual costs incurred by the Partnership or the Property
Partnerships with third parties in consummating the Capital Transaction, (b) the
amount of any Approved Loan repaid from such funds, and (c) reserves approved by
the Partners in amounts reasonably estimated to be required to pay Partnership
or Property Partnerships' expenses.

          "Capital Sharing Ratios" means the percentages in which the Partners
participate in, and bear, certain Partnership items specified in this Agreement.
The initial Capital Sharing Ratios of the Partners are as follows:

                       Developer Partner     35.8%
                       Preferred Partner     64.2%

          The above Capital Sharing Ratios are based on the acquisition of
solely the Fairview Parcel. It is contemplated that after the acquisition of all
of the Projects that the initial Capital Sharing Ratios of the Partners will be
as follows:

                       Developer Partner     17.6%
                       Preferred Partner     82.4%

          "Capital Transaction" means the sale, financing, refinancing or
similar transaction of or involving any part or all of the Project or the
Property Partnership Interests (including condemnation awards, payment of title
insurance proceeds or casualty loss insurance proceeds [other than business
interruption or rental loss insurance proceeds], to the extent such awards and
proceeds are not applied to mortgage indebtedness of the Property Partnerships
and not used to repair damage caused by a casualty or taking or in alleviation
of any title defect).

          "Certificate" shall mean a certificate of limited partnership dated
December 17, 2002 filed pursuant to the Act forming the Partnership.

          "Certificates" means, collectively, the Certificate, the Property LP 1
Certificate, the Property LP 2 Certificate and the Property LP 3 Certificate.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any corresponding provisions of succeeding law.

          "Default Capital Contribution" has the meaning assigned to such term
in Section 6.3.

          "Default Capital Contribution Balance" means, for each Partner, the
cumulative Default Capital Contributions of that Partner, less the cumulative
distributions to that Partner in return thereof pursuant to Section 8.2(b).

                                       4
<PAGE>

          "Default Capital Contribution Preferred Return Balance" means, for
each Partner, the cumulative accrued Default Preferred Return of that Partner
less all amounts distributed by the Partnership to that Partner in payment
thereof pursuant to Sections 8.1(a) and 8.2(a).

          "Default Loan" has the meaning assigned to such term in Section
6.3(a).

          "Default Preferred Return" means, for each Partner, the cumulative
amount that accrues on the balance of its Default Capital Contribution Balance
at a rate equal to the greater of (a) 14% per annum and (b) the sum of the Prime
Rate plus 5% per annum (in either case, compounded on the last day of each
calendar year).

          "Delinquent Partner" has the meaning assigned to such term in Section
6.3(a).

          "Depreciation" means, for each taxable year or other period, an amount
equal to the federal income tax depreciation, amortization or other cost
recovery deduction allowable with respect to an asset for the year or other
period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of the year or
other period, Depreciation will be an amount which bears the same ratio to the
beginning Gross Asset Value as the federal income tax depreciation, amortization
or other cost recovery deduction for the year or other period bears to the
beginning adjusted tax basis, provided that if the federal income tax
depreciation, amortization, or other cost recovery deduction for the year or
other period is zero, Depreciation will be determined with reference to the
beginning Gross Asset Value using any reasonable method selected by the
Developer Partner, subject to the Preferred Partner's approval. Notwithstanding
the foregoing of this definition, if the Company has adopted the "remedial
allocation method" described in Section 1.704-3(d) of the Regulations with
respect to any asset, Depreciation for such asset shall be determined in
accordance with Section 1.704-3(d)(2) of the Regulations, rather than in
accordance with the preceding sentence.

          "GAAP" means generally accepted accounting principles, consistently
applied.

          "General Partner" means the Partner designated as a General Partner in
accordance with this Agreement, until such Person ceases to be the General
Partner.

          "Gross Asset Value" has the meaning assigned to it in Section 9.2.

          "Imputed Closing Costs" means an amount that would normally be
incurred by the Property Partnerships if the Project

                                       5
<PAGE>

were sold for an amount specified in Articles 12 or 13 (as applicable), for
title insurance premiums, survey costs, brokerage commissions (such commissions
not to exceed 1.5% of the purchase price) and other commercially reasonable
closing costs.

          "Initial Capital Contributions" mean the initial Capital Contribution
made by each Partner as set forth in Section 6.1.

          "Initial Capital Contribution Balance" means, for each Partner, the
total Initial Capital Contributions of that Partner, less the cumulative
distributions to that Partner in return thereof pursuant to Sections 8.2(f).

          "Initial Capital Contribution Preferred Return Balance" means, for
each Partner, the cumulative accrued Preferred Return of that Partner on the
balance of its Initial Capital Contribution Balance less all amounts distributed
by the Partnership to that Partner in payment thereof pursuant to Sections
8.1(c) and 8.2(e).

          "Interest Rate" means the lesser of (a) the maximum lawful rate or (b)
the sum of the Prime Rate and 4% per annum.

          "Lease Parameters" shall mean the lease parameters that the Developer
Partner and the Preferred Partner agree upon from time to time in writing.

          "Loyal Plaza Partnership Agreement" means the Amended and Restated
Partnership Agreement of Loyal Plaza Associates, L.P. dated as of the date
hereof between Kimco Preferred Investor IV Trust and CIF-Loyal Plaza Associates,
L.P., as the same may hereafter be amended or restated.

          "Loyal Plaza Preferred Partner" means the Preferred Partner (as
defined in the Loyal Plaza Partnership Agreement).

          "Major Decision" has the meaning assigned to such term in Section
4.1(b).

          "Management Agreement" has the meaning assigned to such term in
Section 4.8.

          "Mortgage Loan" means, collectively, Mortgage Loan 1, Mortgage Loan 2
and Mortgage Loan 3.

          "Mortgage Loan 1" shall mean the mortgage loan to be made by General
Electric Capital Corporation to Property LP 1 in the principal amount of
$6,080,000 to finance the acquisition of the Fairview Project.

                                       6
<PAGE>

          "Mortgage Loan 2" shall mean the mortgage loan to be made to Property
LP 2 to finance the acquisition of the Newport Parcel.

          "Mortgage Loan 3" shall mean the mortgage loan to be made to Property
LP 3 to finance the acquisition of the Halifax Parcel.

          "Net Cash Flow" for any period means Net Operating Income for such
period less debt service on Approved Loans actually paid during such period.

          "Net Operating Income" for any period means the amount by which
Operating Revenues for such period exceed Operating Expenses for such period.

          "Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a given period
equals the excess, if any, of the net increase, if any, in the amount of
Partnership Minimum Gain during such period, over the aggregate amount of any
distributions during such period of proceeds of a Nonrecourse Liability that are
allocable to an increase in Partnership Minimum Gain, determined according to
the provisions of Regulations Section 1.704-2(c).

          "Nonrecourse Liability" has the meaning set forth in Regulations
Section 1.704-2(b)(3).

          "Operating Budget" means the annual budget, prepared by the General
Partner and submitted in writing to the Preferred Partner, and setting forth the
estimated capital and operating expenses of the Partnership and of the Property
Partnerships for the then current or immediately succeeding calendar year and
for each month and each calendar quarter of such calendar year, in such detail
as the Preferred Partner shall reasonably require. If (a) the Preferred
Partner's Initial Capital Contribution Preferred Return Balance and Default
Capital Contribution Preferred Return Balance are not each reduced to Zero
Dollars ($0.00) as of the end of any three consecutive calendar quarters (in the
year preceding the Operating Budget in question), or (b) a Removal Event has
occurred and is continuing, or (c) a proposed operating budget projects an
increase of more than ten percent (10%) over operating expenses budgeted in the
immediately preceding calendar year, then the General Partner shall be required
to obtain the written approval of the Preferred Partner to such Operating
Budget, which approval shall not be unreasonably withheld or delayed.

          "Operating Expenses" means, for any period, amounts actually paid by
the Partnership and the Property Partnerships for such period (calculated on a
cash basis), for operating expenses of the Project, for capital expenditures not


                                       7
<PAGE>

paid from the Partners' Capital Contributions, for indemnification obligations
incurred under Section 4.9 and for reserves actually funded and approved by the
Preferred Partner (or permitted under the current Operating Budget). Operating
Expenses shall not include debt service on Approved Loans, and any non-cash
expenses such as depreciation or amortization.

          "Operating Revenues" means, for any period, the gross receipts of the
Partnership and the Property Partnerships (calculated on a cash basis) arising
from the ownership and operation of the Project and the Property Partnership
Interests during such period, including proceeds of any business interruption
insurance maintained by the Partnership or Property Partnerships from time to
time, but specifically excluding Capital Proceeds and Capital Contributions.

          "Partner Nonrecourse Debt" means "partner nonrecourse debt" as defined
in Regulations Sections 1.704-2(b)(4).

          "Partner Nonrecourse Debt Minimum Gain" means an amount, with respect
to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that
would result if such Partner Nonrecourse Debt were treated as a Nonrecourse
Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

          "Partner Nonrecourse Deductions" means "partnership nonrecourse
deductions" as defined in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

          "Partners" means the Preferred Partner, the Developer Partner, and
each Person hereafter admitted as a Partner in the Partnership in accordance
with this Agreement, until such Person ceases to be a Partner of the
Partnership.

          "Partnership" means Fairport Associates, L.P., a Delaware limited
partnership, or any successor thereto.

          "Partnership Interests" means all of the rights and interests of
whatsoever nature of the Partners in the Partnership, including without
limitation the right to participate in management to the extent herein expressly
provided, to receive distributions of funds, and to receive allocations of
income, gain, loss, deduction, and credit.

          "Partnership Minimum Gain" means "partnership minimum gain" as defined
in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

          "Payment Agreement" means the Payment Agreement dated as of the date
hereof among Cedar Income Fund Ltd., Cedar Income Partnership, L.P. and Loyal
Plaza Preferred Partner, as the same may be amended from time to time.

          "Person" means an individual or entity.

                                       8
<PAGE>

          "Preferred Return" means, for each Partner, an amount that accrues at
the per annum rate (a) of 12.5% on Capital Contributions (excluding Default
Capital Contributions) and (b) equal to the Interest Rate on all Default Capital
Contributions. The Preferred Return shall accrue on all Capital Contributions
from the date such contributions are made until they are returned to the
contributing Partner. The Preferred Return of the Partners shall be cumulative
but shall not be compounded.

          "Prime Rate" means, for each calendar month, the highest prime rate
reported in the Money Rates column or section of The Wall Street Journal
published on the second business day of that month, as having been the rate in
effect for corporate loans at large U.S. money center commercial banks (whether
or not such rate has actually been charged by any such bank) as of the first
calendar day of such month. If The Wall Street Journal ceases publication of the
Prime Rate, the "Prime Rate" shall mean the prime rate (or base rate) announced
by The Chase Manhattan Bank, N.A., New York, New York (whether or not such rate
has actually been charged by such bank). If such bank discontinues the practice
of announcing the Prime Rate, the "Prime Rate" shall mean the highest rate
charged by such bank on short-term, unsecured loans to its most creditworthy
large corporate borrowers.

          "Profits" and "Losses" mean, for each taxable year or other period, an
amount equal to the taxable income or loss of the Partnership and the Property
Partnerships for the year or other period, determined in accordance with Section
703(a) of the Code (including all items of income, gain, loss or deduction
required to be stated separately under Section 703(a)(1) of the Code), with the
following adjustments:

          1. Any income that is exempt from federal income tax and not otherwise
taken into account in computing Profits or Losses will be added to taxable
income or loss;

          2. Any expenditures described in Code Section 705(a)(2)(B) or treated
as Section 705(a)(2)(B) expenditures under Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits
or Losses, will be subtracted from taxable income or loss;

          3. Gain or loss resulting from any disposition of property with
respect to which gain or loss is recognized for federal income tax purposes will
be computed by reference to the Gross Asset Value of the property,
notwithstanding that the adjusted tax basis of the property differs from its
Gross Asset Value;

          4. In lieu of depreciation, amortization and other cost recovery
deductions taken into account in computing taxable income or loss, there will be
taken into account Depreciation for the taxable year or other period;

                                       9
<PAGE>

          5. Any items which are specially allocated under Section 9.3(c),
9.3(d), or 9.3(e) will not affect calculations of Profits or Losses; and

          6. If the Gross Asset Value of any Partnership asset is adjusted under
Section 9.2(b) or 9.2(c), the adjustment will be taken into account as gain or
loss from disposition of the asset for purposes of computing Profits or Losses.

          "Projects" means, collectively, the land and the improvements located
thereon known as (i) Fairview Plaza, located in Fairview Township, York County,
Pennsylvania, consisting of approximately 6.7 acres with a shopping center
constructed thereon ("Fairview Parcel"),(ii) if acquired by Property LP 2,
Newport Plaza, located in Howe Township, Perry County, Pennsylvania, consisting
of approximately 12 acres with a shopping center constructed thereon ("Newport
Parcel") and (iii) if acquired by Property LP 3, Halifax Plaza, located in
Halifax Township, Dauphin County, Pennsylvania, consisting of approximately 8.5
acres with a shopping center constructed thereon ("Halifax Parcel"). "Project"
means any one of the parcels in the Projects.

          "Property LP 1" means Fairview Plaza Associates, LP, a Delaware
limited partnership.

          "Property LP 2" means Newport Plaza Associates, LP, a Delaware limited
partnership.

          "Property LP 3" means Halifax Plaza Associates, LP, a Delaware limited
partnership.

          "Property LP 1 Certificate" means the certificate of limited
partnership dated December 16, 2002 filed pursuant to the Act forming Property
LP 1.

          "Property LP 2 Certificate" means the certificate of limited
partnership, as amended and approved by the Partners, and filed pursuant to the
Act forming Property LP 2.

          "Property LP 3 Certificate" means the certificate of limited
partnership, as amended and approved by the Partners, and filed pursuant to the
Act forming Property LP 3.

          "Property Partnerships" means, collectively, Property LP 1, Property
LP 2 and Property LP 3.

          "Property Partnership Interests" means 100% of the partnership
interests in the Property Partnerships.

          "Property Partnership Agreement" shall mean the partnership agreement
for Property LP 1 dated as of the date hereof and the partnership agreements for
Property LP 2 and Property LP 3 each to be entered into by the Partnership upon

                                       10
<PAGE>

acquisition of, respectively, the Newport Parcel and the Halifax Parcel, as the
same may be amended with Preferred Partner's written consent.

          "Regulations" means the regulations promulgated by the United States
Department of the Treasury pursuant to and in respect of provisions of the Code.
All references herein to sections of the Regulations shall include any
corresponding provisions of succeeding, similar, substitute proposed or final
Regulations.

          "Regulatory Allocations" has the meaning assigned to it in Section
9.4(d).

          "Removal Event" has the meaning assigned to such term in Section 4.4.

          "Residual Sharing Ratios" means the percentages in which Partners
participate in distributions arising from Capital Proceeds after prior
distributions as more particularly set forth in Section 8.2. The initial
Residual Sharing Ratios of the Partners are as follows:

                          Developer Partner  49.495%
                          Preferred Partner  50.505%

          The above Residual Sharing Ratios are based on the acquisition of
solely the Fairview Parcel. It is contemplated that after the acquisition of all
of the Projects that the initial Residual Sharing Ratios of the Partners will be
as follows:

                          Developer Partner  29.293%
                          Preferred Partner  70.707%

          The Residual Sharing Ratios are subject to change as set forth in
Section 4.4.

          "Sharing Ratios" means the percentages in which the Partners
participate in, and bear, certain Partnership items specified in this Agreement.
The initial Sharing Ratios of the Partners are as follows:

                          Developer Partner  49.495%
                          Preferred Partner  50.505%

          The Sharing Ratios are subject to change as set forth in Section 4.4.

          "Transfer" means, with respect to a particular property, right or
interest, the assignment, sale, transfer, pledge, disposition, hypothecation,
mortgage, pledge or the grant of a lien or security interest in such right or
interest (or any part thereof), whether voluntarily,

                                       11
<PAGE>

involuntarily or by operation of law, and whether for consideration or no
consideration.

          "12.5% IRR Threshold" means the amount which must have been received
by a Partner in order that the Partner will have (a) received the return of all
of its Capital Contributions and (b) achieved a 12.5% Internal Rate of Return.

          "12.5% Internal Rate of Return" means, with respect to a Partner, a
12.5% cumulative rate of return on such Partner's investment in the Partnership,
which shall be satisfied as of a given date when the difference between (a) the
present value (defined hereinafter) of the Partner's Capital Contributions to
the Partnership, less (b) the present value of distributions to such Partner
from the Partnership pursuant to Sections 8.1 and 8.2, equals zero. The present
value of all such distributions and Capital Contributions shall be calculated by
discounting such amounts monthly (on the last day of each month) from the date
such distribution or Capital Contribution was made, back to the date (the
"Initial Date") the Partner made its Initial Capital Contribution, using a
monthly discount rate of 0.9864%. For example, a Partner shall have received a
12.5% Internal Rate of Return upon its receipt of a cumulative amount of
distributions that cause (a) the present value as of the Initial Date of the
Partner's Capital Contributions, discounted monthly at a rate of 0.9864% from
the date of each such Capital Contribution (it being understood that the Capital
Contribution made by a Partner on the Initial Date shall have a present value
equal to the amount of such Capital Contribution), reduced by (b) the present
value (as of the Initial Date) of the aggregate of all distributions to such
Partner, discounted monthly (on the last day of each month) at a rate of 0.9864%
from the date of each such distribution, to equal zero. The Internal Rate of
Return shall be calculated on the basis of the actual number of days elapsed
over a 365 or 366-day year, as the case may be.

                                    ARTICLE 2

                      ORGANIZATIONAL MATTERS; PURPOSE; TERM

     Section 2.1. Formation of Partnership. The Partnership has been organized
as a Delaware limited partnership by filing the Certificate under the Act.

     Section 2.2. Name. The name of the Partnership shall be Fairport
Associates, L.P., and all Partnership business must be conducted in that name or
such other name as the General Partner and the Preferred Partner approve.

     Section 2.3. Registered Office; Registered Agent; Principal Office. The
registered office and the registered agent of the Partnership shall be as
specified in the Certificate or as designated by the General Partner with the
Preferred Partner's approval. The principal office of the

                                       12
<PAGE>

Partnership shall be at c/o SKR Brentway, 44 South Bayles Avenue, Suite 304,
Port Washington, New York 11050, or at such other location as the General
Partner and the Preferred Partner approve.

     Section 2.4. Foreign Qualification. Before the Partnership conducts
business in any jurisdiction other than Delaware, the General Partner shall
cause the Partnership to comply with all requirements necessary to qualify the
Partnership as a foreign limited partnership in that jurisdiction. At the
request of the General Partner, each Partner shall execute, acknowledge, swear
to, and deliver all certificates and other instruments conforming with this
Agreement that are necessary or appropriate to qualify, continue, or terminate
the Partnership as a foreign limited liability Partnership in all jurisdictions
in which the Partnership may conduct business.

         Section 2.5. Purpose and Scope; Actions Consistent with Certificate.
The purposes and scope of the Partnership's activities are strictly limited to
acquiring, maintaining, owning, leasing, and selling the Property Partnership
Interests; financing the foregoing activities; and performing all other
activities reasonably necessary or incidental to the furtherance of such
purposes. The Partnership shall not take any action inconsistent with the
Certificate and, to the extent of any inconsistencies between this agreement and
the provisions of the Certificate, provisions of the Certificate shall control.
The Partnership shall conduct its business at all times so as to comply with the
requirements of the Certificate.

         Section 2.6. Term. The Partnership shall commence on the effective date
of the Certificate and shall terminate on January 31, 2038, unless sooner
dissolved as herein provided.

                                    ARTICLE 3

                     PARTNERSHIP; DISPOSITIONS OF INTERESTS

     Section 3.1. Partners. The initial Partners of the Partnership are the
Preferred Partner and the Developer Partner, each of which is admitted to the
Partnership as a Partner as of the date hereof.

     Section 3.2. Dispositions of Partnership Interests.

          (a) General Restriction. Property Partnership Interests may not be
Transferred. No Partner may Transfer all or any portion of its Partnership
Interest, except with the consent of the other Partner or as permitted in
Sections 3.2(b) or 3.2(c). Any attempted Transfer of all or any portion of a
Partnership Interest, other than in strict accordance with this Section 3.2,
shall be void. Except as permitted in Sections 3.2(b) or 3.2(c), a Person to
whom a Partnership Interest is

                                       13
<PAGE>

Transferred may be admitted to the Partnership as a Partner only with the
consent of the other Partner, which may be given or withheld in the other
Partner's sole and absolute discretion. In connection with any Transfer of a
Partnership Interest or any portion thereof, and any admission of an assignee of
a Partnership Interest as a Partner, the Partner making such Transfer and the
assignee shall furnish the other Partner with such documents regarding the
Transfer as the other Partner may reasonably request (in form and substance
reasonably satisfactory to the other Partner), including a copy of the Transfer
instrument, a ratification by the assignee of this Agreement (if the assignee is
to be admitted as a Partner), a legal opinion that the Transfer complies with
applicable federal and state securities laws, and a legal opinion that the
Transfer will not result in the Partnership's termination under Section 708 of
the Code. For purposes hereof, a Transfer shall be deemed to have occurred with
respect to a Partner's Partnership Interest upon any Transfer of an interest in
that Partner or in any entity which directly or indirectly controls such
Partner.

          (b) Permitted Transfers of Developer Partner. The Developer Partner
may Transfer all or a portion of its Partnership Interest (direct or indirect)
with the consent of Preferred Partner, such consent not to be unreasonably
withheld, to any Affiliate of the Developer Partner (in which Developer Partner
owns at least a 51% interest) or to an Affiliate of Cedar Income Fund
Partnership, L.P. (in which Cedar Income Fund Partnership, L.P., directly or
indirectly, owns at least a 51% interest) and, at the election of the Developer
Partner, upon any such Transfer that transferee shall be admitted as a Partner.
Transfers of interest in the Developer Partner may also be made (without
Preferred Partner's consent) to Affiliates of Developer Partner or Cedar Income
Fund Partnership, L.P. so long as not more than 49% of such interests, in the
aggregate, are Transferred and Preferred Partner receives prior written notice
thereof. Transfers of interests in Cedar Income Fund Partnership, L.P. may be
made at any time without Preferred Partner's consent.

          (c) Permitted Transfers of Preferred Partner. The Preferred Partner
may Transfer all or a portion of its Partnership Interest (1) to any Affiliate
of Kimco Realty Corporation (in which Kimco Realty Corporation holds directly or
indirectly at least a 40% interest and Kimco Realty Corporation (or an entity
100% controlled directly or indirectly by Kimco Realty Corporation) retains
management authority over the Partnership Interest and also retains the right to
give all required consents permitted to be given by the Preferred Partner
hereunder) and, at the election of the Preferred Partner, upon any such Transfer
that transferee shall be admitted as a Partner or (2) without ceasing to be a
Partner, to any other Person so long as the Preferred Partner retains management
authority over such Partnership Interest and the right to give all required
consents permitted to be given by the Preferred Partner hereunder.


                                       14
<PAGE>

     Section 3.3. Creation of Additional Partnership Interests. Additional
Partnership Interests may be created and issued to existing Partners or to other
Persons, and such other Persons may be admitted to the Partnership as Partners,
with the approval of the General Partner and the Preferred Partner, on such
terms and conditions as the General Partner and the Preferred Partner may
determine at the time of admission. The General Partner may reflect the
admission of any new Partners or the creation of any new class or group of
Partner in an amendment to this Agreement which shall be valid if executed by
the General Partner and Preferred Partner.

     Section 3.4. Resignation; Redemption. A Partner may not resign or withdraw
from the Partnership without the consent of the other Partners. A Partnership
Interest may not be redeemed or purchased by the Partnership without the written
consent of the Preferred Partner.

     Section 3.5. Information. In addition to the other rights specifically set
forth in this Agreement, each Partner is entitled to the following information
under the circumstances and conditions set forth in the Act: (a) true and full
information regarding the status of the business and financial condition of the
Partnership; (b) promptly after becoming available, a copy of the Partnership's
federal, state and local income tax returns for each year; (c) a current list of
the name and last known business, residence or mailing address of each Partner
and General Partner; (d) a copy of this Agreement, the Partnership's certificate
of formation, and all amendments to such documents; (e) true and full
information regarding the amount of cash and a description and statement of the
agreed value of any other property or services contributed by each Partner and
which each Partner has agreed to contribute in the future, and the date on which
each became a Partner; and (f) other information regarding the affairs of the
Partnership to which that Partner is entitled pursuant to Section 17-305 of the
Act (including all Partnership books and records). Under no circumstances shall
any information regarding the Partnership or its business be kept confidential
from any Partner.

     Section 3.6. Liability to Third Parties. No Partner shall be liable for the
debts, obligations or liabilities of the Partnership.

                                       15
<PAGE>

                                    ARTICLE 4

             MANAGEMENT OF PARTNERSHIP AND THE PROPERTY PARTNERSHIPS

     Section 4.1. Management.

          (a) General Partner; Property Partnerships. The Developer Partner
shall initially be the sole General Partner. The General Partner shall manage
the affairs of the Partnership and make all decisions with regard thereto,
except where (1) the Preferred Partner's approval is required under this
Agreement or (2) the approval of any of the Partners is expressly required by a
non-waivable provision of applicable law. The Preferred Partner shall have sole
authority to enforce any agreement between the Partnership (or the Property
Partnerships) and the Developer Partner (or its Affiliates) and to make all
determinations on behalf of the Partnership (or the Property Partnerships) with
respect thereto, which determinations shall be reasonably made. The Partnership
shall at all times own 99% of the Property Partnership Interests. Neither the
Partnership nor the General Partner shall have any authority to (a) admit any
additional partners into the Property Partnerships or (b) Transfer (or cause to
be Transferred) any of the Property Partnership Interests, in each case without
the written consent of the Preferred Partner. The General Partner shall at all
times be a special purpose entity having no assets (other than its interest in
the Partnership) and no liabilities (other than those associated with the
Partnership).

          (b) Actions Requiring Approval of the Preferred Partner. Neither the
General Partner nor the Partnership may take any action described below (the
"Major Decisions"), or approve of either of the Property Partnerships taking any
action described below, unless it has been approved in writing by the Preferred
Partner and General Partner (and any such action taken without Preferred
Partner's written consent shall be null and void):

               (1) Any sale, transfer, exchange, mortgage, financing,
hypothecation or encumbrance (except as otherwise provided in this Agreement) of
all or any part of a Project or any Property Partnership Interests, or any lease
of an entire Project; however, the General Partner may make (or approve)
incidental sales, exchanges, conveyances, or transfers of Partnership or
Property Partnership personalty or fixtures in the ordinary course of business
if such transaction, together with all other such transactions in the calendar
year in question, involves property having a value or sales price of less than
$25,000 in the aggregate. The Partners approve the assumption by the Partnership
of the Mortgage Loan and the Partners approve the execution by the Partnership
of any document necessary to evidence or secure the obligation of the
Partnership to assume, repay and secure the Mortgage Loan. Notwithstanding the
foregoing, if the Developer Partner or any

                                       16
<PAGE>

Affiliate of the Developer Partner is the General Partner, no sale, transfer or
exchange of a Project shall be permitted prior to and including January 31,
2008.

               (2) Intentionally Omitted.

               (3) Determination of the terms and conditions of all borrowings
of the Partnership and the Property Partnerships and the identity of the lender
thereof; guaranty the debt of any other Person, or permit the Partnership or the
Property Partnerships to incur any debt or other obligations other than Approved
Loans or trade payables with respect to the Project. The Preferred Partner has
approved the Mortgage Loan as a permitted borrowing of the Property
Partnerships. Notwithstanding the provisions of Sections 4.1(b)(1), 4.1(b)(3)
and 4.1(b)(7), the General Partner may at any time, without the consent of the
Preferred Partner, cause the Property Partnerships to refinance the Mortgage
Loan or any other Approved Loan with an institutional lender on terms no less
favorable than those in effect at the time of the refinance, so long as (a)
Preferred Partner receives notice of such refinancing at least thirty (30) days
prior to closing and also receives copies of all loan document drafts prior to
closing and (b) such refinancing does not require payment of any prepayment
premium, yield maintenance fee or similar fee to the existing lender (which,
when considered together with all other terms of such refinancing, would result
in overall terms less favorable than those in effect at the time of such
refinance).

               (4) Making any expenditure or incurring any obligation by or for
the Partnership or a Property Partnership, or approving any such expenditure or
obligation to be made or incurred by the Property Partnerships, in excess of
120% of the amount set forth therefor on an Operating Budget; however, if
emergency repairs to a Project are necessary to avoid imminent danger of injury
to the Project or to an individual, the General Partner may cause the Property
Partnerships to make such expenditures as may be necessary to alleviate such
situation and shall promptly notify the Preferred Partner in writing of the
event giving rise to such repairs and the actions taken with respect thereto.

               (5) Requiring Additional Capital Contributions (other than
Additional Capital Contributions required to be made pursuant to Section 6.2).

               (6) Approval of the execution of any lease of any part or all of
a Project, the form of lease agreements, guidelines for minimum rental rates,
minimum and maximum length of lease terms, brokerage commissions, credit
standing of tenants, and approval of any lease amendments which extend the lease
term by more than one year (unless the right to extend is set forth in the
lease), reduce the rent or give a tenant additional rights or options;
notwithstanding the foregoing, the

                                       17
<PAGE>

Property Partnerships shall be permitted (without the consent of Preferred
Partner) to execute leases and lease amendments that (i) meet the Lease
Parameters and (ii) are on a form of lease or lease amendment that has been
approved by the Preferred Partner. The Partnership may also execute lease
amendments without the written consent of the Preferred Partner if the lease
amendment does not extend the lease term by more than one year.

               (7) Approval of property manager, leasing agents, management
agreements, construction contracts, and brokerage agreements for a Project;
insurance coverages, the underwriters thereof and claims related thereto; zoning
changes, reciprocal operating agreements, cross-easement agreements and similar
agreements; annual Operating Budgets, including the amount of reserves for
capital improvements, replacements and purchases, tenant improvements, and
leasing commissions included in such Operating Budget; material modifications of
any of the foregoing; and all matters relating to a Project's compliance with
environmental, health, access, and other laws, if and to the extent that any of
the foregoing agreements or actions to be entered into or taken by the
Partnership shall be outside the ordinary course of business of the Partnership
(unless approval of a particular matter is required by another express term of
this Agreement), although General Partner shall provide Preferred Partner with
copies of any of the foregoing items before finalizing such items whether or not
Preferred Partner's approval is required; and provided further that all
insurance coverages shall comply with insurance required by any Mortgage Loan
and all liability policies shall name Preferred Partner as an additional
insured.

               (8) Using or referencing in any way the name of, or any
affiliation with, the Preferred Partner or any of its Affiliates in any
advertising.

               (9) Taking of any legal action (including the filing of any
bankruptcy or insolvency proceeding by or an behalf of the Partnership or the
Property Partnerships), except approval of a Property Partnership initiating
action to collect rentals and other amounts payable to the Property Partnerships
under leases and other occupancy agreements affecting the Project and evicting
tenants and terminating the leases of tenants who are in default under their
leases and defending against tenant claims and liability claims for which the
Partnership or the Property Partnerships maintain insurance (except that the
Property Partnerships may not terminate any lease of a tenant who is not in
default under its lease without the Preferred Partner's written consent).

               (10) Filing of any petition or consenting to the filing of any
petition that would subject the Partnership or a Property Partnership to a
Bankruptcy.

                                       18
<PAGE>

               (11) Entering into, or permitting a Property Partnership to,
enter into any agreement with the Developer Partner or an Affiliate of the
Developer Partner.

               (12) Merging or consolidating the Partnership, or permitting a
Property Partnership to merge or consolidate, with or into any Person, or
dissolving, terminating or liquidating the Partnership or a Property
Partnership.

               (13) Amend or terminate any of the Certificates, or amend or
terminate a Property Partnership Agreement.

               (14) Permit a Property Partnership to enter into any leases (or
amendments of leases) of the Project or undertake any other activity if the rent
from Project leases would (assuming the Preferred Partner were the sole owner of
a Project) fail to qualify as "rents from real property" (as such term is
defined in ss. 856 of the Code) or would subject Preferred Partner or Kimco
Realty Corporation to taxes under sections 857 or 4981 of the Code. For example,
a "percentage rent" or other provision in a lease providing for payment of a
portion of rent based on the income or profits of a tenant, unless such clause
is based on a fixed percentage or percentages of gross receipts or gross sales,
would be prohibited unless consented to by the Preferred Partner. (Such a
percentage rent clause may be based upon gross receipts or sales in excess of a
fixed dollar amount, but only if (i) the fixed dollar amount does not depend in
whole or in part on the income or profits of the tenant, and (ii) the percentage
and the fixed amount must be fixed at the time the lease is executed and may not
be renegotiated during the term of the lease).

               (15) Permit a Property Partnership to approve a sublease at a
Project having any percentage rent clauses, other than percentage rent clauses
complying with the immediately preceding subparagraph 14.

               (16) Engage directly in construction activities without using an
independent contractor or independent subcontractors (for example, construction
of tenant improvements) without the written consent of the Preferred Partner,
unless the costs of such construction activities are within the Approved Budget
or are otherwise approved by the Preferred Partner.

               (17) Permit the Partnership or a Property Partnership to
increase, modify, consolidate, prepay, or extend any Approved Loan.
Notwithstanding the provisions of Sections 4.1(b)(1), 4.1(b)(3) and 4.1(b)(7),
the General Partner may at any time, without the consent of the Preferred
Partner, cause a Property Partnership to refinance the Mortgage Loan or any
other Approved Loan with an institutional lender on terms no less favorable than
those in effect at the time of the refinance, so long as (a) Preferred Partner
receives notice of such

                                       19
<PAGE>

refinancing at least thirty (30) days prior to closing and also receives copies
of all loan document drafts prior to closing and (b) such refinancing does not
require payment of any prepayment premium, yield maintenance fee or similar fee
to the existing lender (which, when considered together with all other terms of
such refinancing, would result in overall terms less favorable than those in
effect at the time of such refinance).

               (18) Make any loans to a Property Partnership, any Partner, any
Affiliate of a Partner, or any other party.

               (19) Cause the Partnership or a Property Partnership to make any
distribution of property in kind to any Partner.

               (20) Change the nature of the business conducted by the
Partnership or any of the Property Partnerships.

               (21) Take any action inconsistent with the Certificates.

          (c) Obligations of the General Partner. The General Partner shall
discharge its duties in a good and proper manner as provided for in this
Agreement. The General Partner, on behalf of the Partnership, shall in good
faith use all reasonable efforts to implement all Major Decisions approved by
the Preferred Partner, enforce agreements entered into by the Partnership, and
conduct the ordinary business and affairs of the Partnership in accordance with
good industry practice and this Agreement. The General Partner shall not
delegate any of its rights or powers to manage and control the business and
affairs of the Partnership without the prior written consent of the Preferred
Partner.

          (d) Operating Budgets. The Partnership and the Property Partnerships
shall operate under an annual Operating Budget, a draft of which shall be
prepared and submitted by the General Partner to the Preferred Partner for
approval. After a draft annual Operating Budget has been approved, the General
Partner shall use diligent good faith efforts to implement the Operating Budget
on behalf of each Property Partnership and may cause the Property Partnerships
to incur the expenditures and obligations therein provided. Within 45 days after
the date hereof the General Partner shall prepare and submit to the Preferred
Partner for approval a proposed Operating Budget for the period beginning with
the anticipated acquisition date of the first Project (and within 45 days of the
acquisition of the other two Projects if acquired in the year 2003) and ending
on December 31, 2003. If an Operating Budget is not approved by the Preferred
Partner by the acquisition date of any of the Projects, the General Partner may
incur commercially reasonable expenses to operate such Project; however, no
expenditures shall be made for capital items, to Affiliates of the Developer
Partner (other than payment of the Management Fee in accordance

                                       20
<PAGE>

with the Property Management Agreement), or in excess of $10,000 without the
approval of the Preferred Partner. Thereafter, the General Partner shall deliver
to the Preferred Partner for approval a proposed Operating Budget for each
calendar year by November 1 of the preceding calendar year. Provided that the
Preferred Partner receives the proposed Operating Budget for each calendar year
by November 1 of the preceding calendar year, together with all supporting
information necessary for the Preferred Partner to review the Operating Budget,
the Preferred Partner will approve, reject, or provide changes to the Operating
Budget by December 15 of the year in which the proposed Operating Budget was
submitted to the Preferred Partner. If an Operating Budget for any calendar year
has not been approved by January 1 of that year, the Partnership shall continue
to operate under the Operating Budget for the previous year with such
adjustments as may be necessary to reflect deletion of non-recurring expense
items set forth on the previous Operating Budget and increased insurance costs,
taxes, utility costs, and debt service payments; however, no payments or
reimbursements to the Developer Partner or any of its Affiliates (other than
payment of the management fee in accordance with the previous Operating Budget
and reimbursements to the Property General Partner for out-of-pocket expenses
incurred in connection with a Project and in accordance with the previous
Operating Budget) nor capital expenditures (other than deposits into the Capital
Reserve) shall be made by the Partnership or the Property Partnerships for that
year until an Operating Budget for such year is approved, unless the Preferred
Partner specifically consents thereto in writing. Notwithstanding anything to
the contrary set forth in this Section 4.1(d), although the General Partner
shall be required to submit an annual Operating Budget to the Preferred Partner,
the General Partner shall only be required to obtain the Preferred Partner's
consent to or approval of such Operating Budget if required under the definition
of "Operating Budget".

     Section 4.2. Meetings of Partners.

          (a) Regular Meetings. The Partners shall hold annual meetings after
the General Partner submits an Operating Budget to the Preferred Partner for its
review, to discuss the Projects, and to discuss such other matters regarding
Partnership business as the Partners may elect. Any such meeting may be held by
phone with the written consent of the Preferred Partner.

          (b) Special Meetings. Special meetings of the Partners may be called
by the General Partner or by the Preferred Partner at any time by delivering at
least two-business days' prior notice thereof to the other Partner to discuss
such matters regarding Partnership business as the Partners may elect. Any such
meeting may be held by phone with the written consent of the Preferred Partner.

                                       21
<PAGE>

          (c) Procedure. Each Partnership meeting shall be held at the principal
place of business of the Partnership, unless the Partners otherwise agree.
Attendance of a Person at a meeting shall constitute a waiver of notice of such
meeting, unless such Person attends the meeting for the purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully
called or convened. A Person may vote at such meeting by written proxy executed
by that Person and delivered to a General Partner or Partner. A proxy shall be
revocable unless it is stated to be irrevocable. Any action required or
permitted to be taken at such meeting may be taken without a meeting, without
prior notice, and without a vote if a consent or consents in writing, setting
forth the action so taken, is signed by the General Partner and the Partners
that would be necessary to take the action at a meeting at which all Partners
were present and voted. Any meeting may take place by means of telephone
conference, video conference, or similar communication equipment by means of
which all Persons participating therein can hear each other.

     Section 4.3. Intentionally Omitted.

     Section 4.4. Removal of General Partner. The General Partner may be removed
by the Preferred Partner as provided herein under the following circumstances
(each, which is not cured by the Developer Partner within the period set forth
herein, a "Removal Event"):

          (a) A Transfer in violation of Section 3.2(a) occurs, or CIF-Fairview
Plaza Associates, LLC ceases at any time to be the sole general partner of
Property LP 1, or CIF-Newport Plaza Associates, LLC ceases at any time to be the
sole general partner of Property LP 2, or CIF-Halifax Plaza Associates, LLC
ceases at any time to be the sole general partner of Property LP 3, or a
Transfer of any Property Partnership Interests occurs, or Developer Partner or
any general partner of a Property Partnership (1) commits a criminal act (which
has an adverse effect on the Partnership, a Property Partnership or the
Preferred Partner), (2) misapplies any funds derived from the Project, including
security deposits, insurance proceeds or condemnation awards, which action has
an adverse effect on the Partnership, a Property Partnership or the Preferred
Partner; (3) commits fraud, misrepresentation, gross negligence or willful
misconduct (which has an adverse effect on the Partnership, a Property
Partnership or the Preferred Partner); (4) fails to maintain insurance as
required by this Agreement or to pay or provide for payment of any taxes or
assessments affecting a Project provided that funds are available to the
Partnership with which to do so (which has an adverse effect on the Partnership,
a Property Partnership or the Preferred Partner); or (5) intentionally damages
or destroys the Project, or any part thereof not covered by insurance.

                                       22
<PAGE>

          (b) Failure of the Developer Partner to make Additional Capital
Contributions so that the outstanding aggregate amount of all unpaid Additional
Capital Contributions of the Developer Partner exceed $600,000 (for purposes
hereof any Additional Capital Contribution made by a Default Loan to the
Developer Partner shall constitute a failure to make such Additional Capital
Contribution by Developer Partner).

          (c) Bankruptcy of the Partnership or of any of the Property
Partnerships.

          (d) The liquidation or dissolution of the General Partner.

          (e) Bankruptcy of the General Partner (a "Bankruptcy Removal Event").

          (f) The occurrence of a material default by an Affiliate of the
Developer Partner under any management or other service contract between the
Partnership (or a Property Partnership) and an Affiliate of the Developer
Partner and the General Partner's failure within thirty (30) days of the giving
of notice thereof by the Preferred Partner to the Developer Partner to cause
such contract to be terminated and replaced with a contract with a
non-affiliated third party.

          (g) A Major Decision is made or taken without Preferred Partner's
written consent (and, in the case of Major Decisions specified in clauses (2),
(4), (6), (7), (9) or (16) taken without Preferred Partner's written consent,
there is an adverse effect to either the Partnership or Preferred Partner as a
result of the action so taken).

          (h) The Partnership fails to make a distribution to Preferred Partner
as and when required pursuant to Sections 8.1 or 8.2.

          (i) The material breach by Developer Partner of a covenant set forth
in this Agreement, the breach of which is not otherwise specified in this
Section 4.4.

          If Preferred Partner shall have reasonably determined that a Removal
Event has occurred, Preferred Partner shall give written notice thereof to
Developer Partner together with a detailed specification of the claimed Removal
Event and the circumstances thereof. If such Removal Event shall be reasonably
susceptible of cure, Developer Partner shall have the right to cure such Removal
Event within the thirty (30) day period following receipt of notice thereof from
the Preferred Partner. Notwithstanding anything in this paragraph to the
contrary, however, (i) no cure rights shall be available with respect to Removal
Events specified in Sections 4.4(a)(1), (2), (3) and (5) and Section 4.4(c) or
(e) and (ii) if the notice is given by Preferred Partner with respect to a
Removal Event

                                       23
<PAGE>

specified in Section 4.4(a)(4) or 4.4(h) the cure period shall be 5 business
days. If Developer Partner shall fail to cure such Removal Event within such
thirty (30) day period, then, subject to the rights of Developer Partner and
Preferred Partner to cause such matter to be submitted to arbitration, the
Preferred Partner may remove Developer Partner as the General Partner, in which
event (i) the Preferred Partner may appoint itself or an Affiliate of the
Preferred Partner, or a third party, as General Partner. If the Removal Event
arises because of an event specified in Sections 4.4 (a)(1), (2), (3) or (5),
4.4(g) (which has an adverse effect on the Partnership, a Property Partnership
or Preferred Partner), or 4.4(h), the Preferred Partner may at any time elect
(by written notice to the Developer Partner) to purchase the Partnership
Interest of the Developer Partner for a purchase price equal to the difference
between (A) the lesser of (i) an amount which the Developer Partner would
receive if the Project were sold for its fair market value (less Imputed Closing
Costs), or (ii) the unreturned Capital Contributions of the Developer Partner,
less (B) all damages and costs incurred by the Partnership or the Property
Partnerships in connection with such Removal Event.

          The fair market value of the Project shall be determined by the
Preferred Partner and the Developer Partner (or its representative) within 30
days after the Preferred Partner elects to purchase such Partnership Interest.
If such Persons are unable to agree on the fair market value of the Project, the
Preferred Partner, by notice to the Developer Partner (or its representative),
may require the determination of the fair market value to be made by an
independent appraiser specified in that notice. If the Person receiving that
notice objects to the independent appraiser designated therein within ten days
after it receives such notice and the Preferred Partner and such Person fail to
agree on an independent appraiser, then either may request that the New York
City, New York office of the American Arbitration Association (the "AAA")
designate an independent appraiser, in which case the selection of the appraiser
by the AAA shall be binding on the parties. The determination of the selected
appraiser shall be final and binding on all parties. The Partnership shall pay
the cost of the appraisal. The closing of such transaction shall occur within 30
days after the purchase price for the Partnership Interest in question is
finally determined.

          If Preferred Partner desires to remove Developer Partner as the
General Partner because a Removal Event has occurred, then either the Developer
Partner or the Preferred Partner shall have the right to require (by written
notice to the other Partner) that the issue of whether or not a Removal Event
has occurred be submitted to binding arbitration. The sole parties to such
arbitration shall be the Developer Partner and Preferred Partner. The sole
issues to be submitted to and determined by such arbitration is whether or not a
Removal Event has occurred, or, if a Removal Event has occurred, whether

                                       24
<PAGE>

mitigating factors exist sufficient to allow Developer Partner to remain as the
General Partner notwithstanding the occurrence of such Removal Event (and in the
case of any election by the Preferred Partner to purchase the Developer
Partner's Partnership Interest (if applicable), whether mitigating factors exist
sufficient to deny the Preferred Partner the right to exercise such election).
The arbitration shall be handled in the following manner:

               (i) The matter shall be submitted to binding arbitration in New
York City, New York in accordance with the rules of the AAA then in effect,
except as otherwise set forth in this Agreement. A single arbitrator (not
affiliated with any firm or organization providing services to either party or
their Affiliates) shall be selected.

               (ii) Each party shall have the right to take limited discovery,
which shall in all event be completed within 60 days of the date arbitration has
been requested by either party, unless the other party shall fail to cooperate
in the taking of such discovery.

               (iii) The matter shall be decided based on briefs and affidavits
submitted to the arbitrator, and without any testimony of live witnesses, unless
the arbitrator desires in its sole discretion to have a hearing with witnesses.

               (iv) The decision of the arbitrator shall be final and
non-appealable.

               (v) Each party shall pay (x) its own attorneys' fees and costs in
submitting the matter to arbitration and (y) 50% of the fees of the arbitrator.
The losing party shall reimburse the prevailing party for any AAA filing fees
paid by the prevailing party and any arbitration order shall so state the
foregoing.

               (vi) If the arbitrator decides that a Removal Event has occurred
without mitigating factors, the arbitrator shall enter an order (x) declaring
that a Removal Event has occurred, and (y) with the prevailing party's consent,
declaring that the Developer Partner shall cease to be the General Partner of
the Partnership and Preferred Partner (or its designee) shall be the new
managing Partner. The arbitrator shall have the power to order injunctive relief
consistent with the foregoing.

               (vii) The arbitrator shall not have any power to enter any damage
award except as specified in subsection (e) above.

               Even if the parties elect to proceed to arbitration concerning
whether or not a Removal Event has occurred, either Partner shall be permitted
to pursue other

                                       25
<PAGE>

remedies (at law or equity) permitted by this Agreement for breach by the other
Partner of its obligations hereunder.

               If the Developer Partner fails to make Additional Capital
Contributions in the aggregate amount of $300,000, then from and after such date
the Developer Partner's Residual Sharing Ratio shall be automatically changed to
20% and the Preferred Partner's Residual Sharing Ratio shall be automatically
changed to 80%. For every $2,000 in Additional Capital Contributions in excess
of $300,000 which the Developer Partner fails to make, the Developer Partner's
Residual Sharing Ratio shall be decreased by .1% and the Preferred Partner's
Residual Sharing Ratio shall be increased by .1% (for example, if the Developer
Partner fails to make Additional Capital Contributions aggregating $400,000, the
Developer Partner's Residual Sharing Ratio shall decrease to 15% and the
Preferred Partner's Residual Sharing Ratio shall be increased to 85%), except
that the Developer Partner's Residual Sharing Ratio shall never be reduced below
10%. At such time as the aggregate unpaid Additional Capital Contributions of
the Developer Partner equal or exceed $600,000, the Preferred Partner may at any
time elect (by written notice to the Developer Partner) to purchase the
Partnership Interest of the Developer Partner for a purchase price equal to the
difference between (A) the lesser of (i) an amount which the Developer Partner
would receive if the Project were sold for its fair market value (less Imputed
Closing Costs), or (ii) the unreturned Capital Contributions of the Developer
Partner, less (B) all damages and costs incurred by the Partnership in
connection with the Developer Partner's failure to so make such Additional
Capital Contributions. In such event fair market value shall be determined as
set forth in this section 4.4.

               If the Developer Partner is ever removed as the General Partner,
the Developer Partner shall have all rights of a limited partner specified in
the Act.

     Section 4.5. Reimbursement of Expenses. Each Partner shall be reimbursed
for all out-of-pocket expenses actually incurred by it directly in conjunction
with the business and affairs of the Partnership or the Property Partnerships
(including travel costs, telephone costs, and similar expenses, but excluding
any salary expenses, employee expenses, and administrative expenses even if such
excluded expenses are incurred in connection with (or allocable to) Partnership
business), to the extent set forth on an Operating Budget or as otherwise
approved in writing by the Preferred Partner. Upon request, the General Partner
shall provide reasonable supporting verification to the other Partners for all
expenditures for which any reimbursement is requested. The General Partner shall
at all times cause each Property Partnership to maintain insurance in amounts
required by the Mortgage Loan provided that there are funds available to the
Partnership with which to do so and if there are no such funds to do so General
Partner shall

                                       26
<PAGE>

give immediate written notice to Preferred Partner (but if the cost thereof
exceeds by more than 10% the budgeted amount therefor in an Operating Budget,
the Developer Partner shall notify Preferred Partner in writing before paying
the cost thereof).

     Section 4.6. Compensation of General Partner. Except for expense
reimbursements set forth in Section 4.5, no compensatory payment shall be made
by the Partnership to the General Partner or any Partner for the services to the
Partnership or the Property Partnerships of such General Partner, Partner or any
Partner or employee of such Partner.

     Section 4.7. Transactions with Affiliates.

          (a) General. When any service or activity to be performed on behalf of
the Partnership is performed by an Affiliate of a Partner, the fee payable for
such service or activity shall not exceed the fee which would be payable by the
Partnership to an unaffiliated third party of comparable standing providing the
same services.

          (b) Termination of Agreements with Affiliates. If the Developer
Partner is removed as General Partner as a result of the occurrence of a Removal
Event, then the Partnership may terminate all agreements with Developer
Partner's Affiliates without penalty or fee, and all such agreements must
contain a provision that allows for the exercise of the right of termination
under this Section 4.7(b). The Preferred Partner may enforce this provision on
behalf of the Partnership.

     Section 4.8. Property Management Agreement. Property LP 1 is
contemporaneously entering into a separate Property Management Agreement and
Property LP 2 and Property LP 3 will each enter into a separate Property
Management Agreement soon hereafter but no later than the date such Property
Partnership acquires its respective Project (collectively, the "Management
Agreements") with Brentway Management LLC ("Property Manager"), an Affiliate of
the Developer Partner, under which Property Manager shall manage and lease each
Project. Each Management Agreement will provide that Property Manager shall be
paid fees more particularly set forth in the Management Agreement. Each Property
Partnership Agreement may provide that the General Partner or an Affiliate shall
also be entitled to a fee on a sale or refinancing equal to .75% of the sale
price or refinance amount, as the case may be, subject to a total cap on fees to
third parties and the General Partner or its Affiliate of 1.5% (for example, if
an outside broker's fee is 1.5%, no fee shall be payable to the General Partner
or its Affiliate).

     Section 4.9. Indemnification; Reimbursement of Expenses; Insurance. To the
fullest extent permitted by the Act: the Partnership shall hold harmless,
indemnify and defend the General Partner from all losses, liabilities, claims,
damages,

                                       27
<PAGE>

expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements of any kind or nature whatsoever, including the reasonable fees
and actual expenses of the General Partner's counsel, which arise, result from
or relate to any threatened, pending or completed action, suit or proceeding
("Proceeding"), relating to the ownership or operation of the Projects or the
business of the Partnership (other than claims and liabilities excluded below),
including, without limitation, expenses incurred by the General Partner (1) in
advance of the final disposition of any Proceeding to which such General Partner
was, is or is threatened to be made a party, and (2) in connection with its as a
witness or other participation in any Proceeding. The foregoing indemnity shall
also extend to any Affiliate of the General Partner (including Cedar Income Fund
Partnership, L.P. and Cedar Income Fund Ltd.) which may execute an environmental
indemnity in favor of the holder of the Mortgage Loan such that such Affiliate
shall be reimbursed by the Partnership (prior to distributions to Partners) for
any amount paid on account of such environmental indemnity. The foregoing
indemnity shall also extend to any brokerage commissions or finder's fees
claimed by any broker or other party against the General Partner in connection
with the Project, or any of the transactions contemplated by this Agreement. The
Partnership shall indemnify and advance expenses to an Officer, employee or
agent of the Partnership to the same extent and subject to the same conditions
under which it may indemnify and advance expenses to General Partners under the
preceding sentence. The provisions of this Section 4.9 shall not be exclusive of
any other right under any law, provision of the Certificate or this Agreement,
or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to
actions constituting gross negligence, willful misconduct or bad faith, or
involving a breach of this Agreement, but shall apply to actions constituting
simple negligence. The Partnership may purchase and maintain insurance to
protect itself and any General Partner, officer, employee or agent of the
Partnership, whether or not the Partnership would have the power to indemnify
such Person under this Section 4.9. This indemnification obligation shall be
limited to the assets of Partnership and no Partner shall be required to make a
Capital Contribution in respect thereof.

     Section 4.10. Other Business Activities. Subject to the other express
provisions of this Agreement, each Partner, General Partner, Officer or
Affiliate thereof may engage in and possess interests in other business ventures
of any and every type and description, independently or with others, including
ones in direct or indirect competition with the Partnership or the Property
Partnerships, with no obligation to offer to the Partnership or any other
Partner, General Partner or Officer the right to participate therein or to
account therefor. The Partnership may transact business with any Partner,
General Partner, Officer or Affiliate thereof, subject to the approval rights of
the Preferred Partner described herein, provided the

                                       28
<PAGE>

terms of those transactions are no less favorable than those the Partnership
could obtain from unrelated third parties. Each Partner and its Affiliates has
numerous ownership interests in other real estate projects and neither Partner
shall be required to offer any business opportunity or interest to the
Partnership.

     Section 4.11. Indemnification of Preferred Partner. The Partnership shall
indemnify, defend and hold Preferred Partner harmless from and against any and
all losses, liabilities, claims, damages, expenses, obligations, penalties,
actions, judgments, suits, costs or disbursements of any kind or nature
whatsoever, including the reasonable fees and actual expenses of Preferred
Partner's counsel, arising in connection with (1) any investigative,
administrative, mediation, arbitration, or judicial proceeding, commenced or
threatened at any time against Preferred Partner (whether or not the Partnership
is a party thereto), in any way related to the execution, delivery or
performance of this Agreement or to the Projects, and (2) any proceeding
instituted by the seller of a Project against Preferred Partner (whether or not
the Partnership is a party thereto), and (3) any brokerage commissions or
finder's fees claimed by any broker or other party against Partnership or
Preferred Partner in connection with the Projects, or any of the transactions
contemplated by this Agreement. Preferred Partner shall not be entitled to
indemnification to the extent any of the foregoing are caused solely by the
Preferred Partner's gross negligence or willful misconduct. This indemnification
obligation shall be limited to the assets of Partnership and no Partner shall be
required to make a Capital Contribution in respect thereof.

                                    ARTICLE 5

                            ACCOUNTING AND REPORTING

     Section 5.1. Fiscal Year, Accounts, Reports.

          (a) The fiscal year of the Partnership and of each of the Property
Partnerships shall be the calendar year.

          (b) The books of account of the Partnership and of each of the
Property Partnerships shall be kept and maintained (at Partnership expense) by
the General Partner on an accrual basis in accordance with GAAP. The Partnership
and the Property Partnerships shall report their operations for tax purposes on
an accrual basis. The General Partner shall prepare a reconciliation of such
books and records to cash receipts and disbursements. The books of account shall
be kept at the principal place of business of the Partnership, and shall at all
times be available for inspection by the Partners. All distributions of Net Cash
Flow and Capital Proceeds shall be accompanied by income statements prepared by
the General Partner

                                       29
<PAGE>

setting forth in detail the calculation of the amount of each such
distribution.

          (c) The General Partner shall, at Partnership expense, furnish to the
Partners (1) on or before the 30th day after the end of each calendar quarter,
an unaudited statement setting forth and describing in reasonable detail the
receipts and expenditures of the Partnership and the Property Partnerships
during the preceding month and comparing the results of operations of the
Partnership for such month and for the year to date to the appropriate Operating
Budget, (2) on or before 90 days after the end of each fiscal year, a balance
sheet of the Partnership and of each of the Property Partnerships dated as of
the end of such fiscal year, a statement of the Partners' Capital Accounts,
Default Capital Contribution Balances, Default Capital Contribution Preferred
Return Balances, Additional Capital Contribution Balances, Additional Capital
Contribution Preferred Return Balances, Initial Capital Contribution Balances,
and Initial Capital Contribution Preferred Return Balances, a statement of Net
Cash Flow, and a statement setting forth the Profits and Losses for such fiscal
year, audited by an independent firm of certified public accountants as selected
by the General Partner and approved by the Preferred Partner (the Preferred
Partner hereby approves Ernst & Young, LLP as the initial certified public
accounting firm for the Partnership), and unaudited statements of the foregoing
for the prior calendar year shall be sent to the Partners within 60 days
following the end of each calendar year, and (3) from time to time, all other
information relating to the Partnership and the Property Partnerships and the
business and affairs of each, reasonably requested by any Partner.

          (d) Each Partner, at its expense, may at all reasonable times during
usual business hours audit, examine, and make copies of or extracts from the
books of account records, files, and bank statements of the Partnership and of
each of the Property Partnerships. Such right may be exercised by any Partner,
or by its designated agents or employees.

     Section 5.2. Bank Accounts. The General Partner shall open and maintain (in
the name of the Partnership) a special bank account or accounts in a bank or
savings and loan association, the deposits of which are insured, up to the
applicable limits, by an agency of the United States government, in which shall
be deposited all funds of the Partnership.

     Section 5.3. Financial Accounting Matters. The method by which the
financial statements of the Partnership and each of the Property Partnerships
shall be prepared (including the allocation of all revenues and expenses,
including depreciation, to the respective Partner's Capital Accounts) shall be
such reasonable method as is employed by the General Partner for

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<PAGE>

other properties of which it shall be the owner or the general partner or
managing Partner thereof.

                                    ARTICLE 6

                              CAPITAL CONTRIBUTIONS

     Section 6.1. Initial Capital Contributions. The Developer Partner has
contributed cash of $848,080 to the Partnership on the date hereof and, subject
to the mutual agreement of the Partners, will contribute, cash in an amount
sufficient to fund the acquisition of the Halifax Parcel and the Newport Parcel
(approximately $275,000 to $280,000 in the aggregate unless otherwise agreed to
by the Partners; the funds required for the acquisition of each Project shall be
contributed on the date the respective Project is acquired), which funds shall
constitute the Developer Partner's Initial Capital Contribution.

     The Preferred Partner has contributed cash of $1,520,000 to the Partnership
on the date hereof, and subject to the mutual agreement of the Partners, will
contribute, cash in an amount sufficient to fund the acquisition of the Halifax
Parcel and the Newport Parcel (not in excess of $2,220,000 unless otherwise
agreed to by the Partners; the funds required for the acquisition of each
Project shall be contributed on the date the respective Project is acquired),
which funds shall constitute the Preferred Partner's Initial Capital
Contribution.

     The Initial Capital Contributions shall be contributed by the Partnership
with respect to each Project to the respective Property Partnerships,
simultaneous with acquisition of such Project.

     Section 6.2. Additional Capital Contributions. After the Initial Capital
Contributions have been made, each Partner shall make Capital Contributions to
the Partnership in proportion to their respective Capital Sharing Ratios as may
be approved by the General Partner and the Preferred Partner for the conduct of
the Partnership's business, maintenance of its assets, and discharge of its
liabilities. The Partners shall be required to make (without the approval of the
Partners) additional Capital Contributions (in proportion to their respective
Capital Sharing Ratios) needed to permit the Property Partnerships to pay
regularly scheduled payments on the Mortgage Loan or to pay costs set forth on
an Operating Budget (to the extent that Operating Revenues are insufficient to
pay debt service or such budgeted costs). From time to time as the Partnership
requires funds to conduct its business, General Partner (with the consent of the
Partners (if required)) or the Preferred Partner (to the extent that the
approval of the Partners is not required pursuant to the immediately preceding
sentence and the General Partner fails to notify the Partners of a required
Capital Contribution), shall notify the Partners of the amount of funds
required, the use and purpose of such funds, and each Partner's

                                       31
<PAGE>

required contribution amount. Those Partners obligated to contribute capital at
that time shall fund the amount called for within 30 days after notice is given.
Each additional contribution made under this Section 6.2 is an "Additional
Capital Contribution". No Partner shall, however, be personally obligated to
make Additional Capital Contributions to the Partnership and the recourse of one
Partner against another for failure to so make an Additional Capital
Contribution are limited to those remedies set forth in this Agreement.

     Section 6.3. Failure to Make Contributions.

          (a) Any Partner which fails to timely contribute all or any portion of
any required Initial Capital Contribution or Additional Capital Contribution
shall be considered a "Delinquent Partner." The Partnership may, upon notice to
a Delinquent Partner, exercise either one of the following remedies:

               (1) permit the non-Delinquent Partners which elect to do so, in
proportion to their respective Capital Sharing Ratios or in such other
percentages as they may agree (the "Lending Partners," whether one or more), to
advance that portion of the Capital Contribution that is in default, as a loan
(a "Default Loan") with the following results:

                    (A) the sum thus advanced shall constitute a loan to the
Delinquent Partner,

                    (B) such loan and all interest accruing thereon under
subsection (C) hereof shall be due 10 years after the date of the loan;

                    (C) the loan shall bear interest at the Interest Rate from
the date made until the date fully repaid;

                    (D) all Partnership distributions and other payments that
otherwise would be made to the Delinquent Partner (whether before or after
dissolution of the Partnership) under this Agreement (including those under
Articles 12 and 13) shall be paid to the Lending Partners until the loan and all
interest accrued thereon is paid in full (with all such payments being applied
first to accrued and unpaid interest and then to principal);

                    (E) payment of the loan shall be secured by a security
interest in the Delinquent Partner's Partnership Interest as set forth in
Section 6.3(b); and

                    (F) the Lending Partners may, in addition to the other
rights granted herein, take such action as they may deem appropriate to obtain
payment of the loan at the expense of the Delinquent Partner; or

                                       32
<PAGE>

               (2) permit the non-Delinquent Partner to elect (A) not to make
its share of the requested Capital Contribution, in which case any portion of
its share of such requested Capital Contribution already contributed to the
Partnership shall be returned to it or (B) to contribute its share of the
requested Capital Contribution and none or any portion of the Delinquent
Partner's Capital Contribution, in which case, all Capital Contributions made by
the non-Delinquent Partner in respect of the requested Capital Contribution
(including the non-Delinquent Partner Capital Contribution in respect thereof)
shall constitute "Default Capital Contributions" by the non-Delinquent Partner.

          No Partner nor any of its Affiliates shall be personally liable for
making of any required Initial Capital Contribution or Additional Capital
Contribution and recourse against a Partner for failure to make an Additional
Capital Contribution shall be limited as set forth in this Section 6.3.

          If the Developer Partner is a Delinquent Partner, then exercise of the
foregoing remedies by the Partnership shall be determined by the Preferred
Partner in its sole discretion and not by the General Partner.

          (b) Each Partner hereby grants to the other Partner and the
Partnership, equally and ratably, a security interest in its Partnership
Interest to secure performance of its obligations to repay a Default Loan when
due and payable hereunder (collectively, the "Secured Obligations"). Upon any
default in the Secured Obligations, the Persons to whom such obligations are
owed (each, a "Secured Party") shall have all the rights and remedies of a
secured party under the Uniform Commercial Code with respect to the security
interest granted herein, and the proceeds arising from any foreclosure of the
security interest herein granted may be applied to attorneys' fees and expenses
incurred by the Secured Party in exercising such rights and remedies. Each
Partner authorizes the other Partner and/or the Partnership to file all such
financing statements and other instruments as may be required to evidence or
perfect the security interest provided for herein. This Agreement may serve as
the necessary financing statement, or the General Partner and/or the Lending
Partner may execute and file a financing statement naming the other Partner as
debtor and the other Partner hereby authorizes the General Partner and/or the
Lending Partner to file such financing statements and other instruments as may
be necessary to evidence or perfect (or continue the perfection of) the security
interest herein granted.

     Section 6.4. Return of Contributions. Except as expressly provided herein,
no Partner shall be entitled to (a) the return of any part of its Capital
Contributions, (b) any interest in respect of any Capital Contribution, or (c)
the fair market value of its Partnership Interest in connection with a

                                       33
<PAGE>

withdrawal from the Partnership or otherwise. Unrepaid Capital Contributions
shall not be a liability of the Partnership or of any Partner. No Partner shall
be required to contribute or lend any cash or property to the Partnership to
enable the Partnership to return any Partner's Capital Contributions to the
Partnership.

     Section 6.5. Partner Loans. If the Partnership shall have insufficient cash
to pay its obligations, any Partner, with the approval of the Preferred Partner
and the General Partner, may advance such funds for the Partnership on such
terms and conditions as the lending Partner, the Preferred Partner, and the
General Partner may determine. Each such advance shall constitute a loan from
such Partner to the Partnership and shall not constitute a Capital Contribution.

     Section 6.6. Balances. The Partnership's books and records shall contain
entries indicating the type and amount of Capital Contributions made to the
Partnership and the Preferred Return thereon.

                                    ARTICLE 7

                              THIRD PARTY FINANCING

     Section 7.1. Initial Financing. The Partnership approves borrowing by the
Property Partnerships pursuant to the Mortgage Loan. Each loan comprising the
Mortgage Loan will be secured by first-priority mortgage liens on each Project.
General Partner shall deliver (or cause to be delivered to Preferred Partner) to
the Preferred Partner all notices, correspondence, and information delivered by
the holder (or servicer) of the Mortgage Loan to the Property Partnerships
and/or the Partnership.

                                    ARTICLE 8

                                  DISTRIBUTIONS

     Section 8.1. Distribution of Net Cash Flow. The Net Cash Flow for each
calendar quarter shall (subject to Section 6.3 which requires certain prior
distributions to a Lending Partner) be distributed to the Partners on or before
the 10th day following the end of each calendar quarter in the following order
of priority:

          (a) first, to the Partners in proportion to and in payment of their
respective Default Capital Contribution Preferred Return Balances until their
respective Default Capital Contribution Preferred Return Balances have been
reduced to zero;

          (b) next, to the Partners in proportion to and in payment of their
respective Additional Capital Contribution

                                       34
<PAGE>

Preferred Return Balances until their respective Additional Capital Contribution
Preferred Return Balances have been reduced to zero;

          (c) next, to the Preferred Partner in payment of its Preferred Return
on its Initial Capital Contribution until its Initial Capital Contribution
Preferred Return Balance has been reduced to zero;

          (d) next, to the Developer Partner in payment of its Preferred Return
on its Initial Capital Contribution until its Initial Capital Contribution
Preferred Return Balance has been reduced to zero;

          (e) next, to the Preferred Partner until distributions pursuant to
this Section 8.1(e) in a given calendar year equal $40,000 (except that such
$40,000 amount is based on the acquisition of solely the Fairview Parcel and
shall increase from $40,000 to $100,000 upon the acquisition of the Halifax
Parcel and the Newport Parcel); and

          (f) next, to the Partners proportionally in accordance with their
respective Sharing Ratios.

     Section 8.2. Distribution of Capital Proceeds. Capital Proceeds of the
Partnership shall (subject to Section 6.3 which requires certain prior
distributions to a Lending Partner) be distributed to the Partners within 10
days following receipt by the Partnership of such Capital Proceeds, in the
following order of priority:

          (a) first, to the Partners in proportion to and in payment of their
respective Default Capital Contribution Preferred Return Balances until their
respective Default Capital Contribution Preferred Return Balances have been
reduced to zero;

          (b) next, to the Partners in proportion to and in return of their
respective Default Capital Contributions until their respective Default Capital
Contribution Balances have been reduced to zero;

          (c) next, to the Partners in proportion to and in payment of their
respective Additional Capital Contribution Preferred Return Balances until their
respective Additional Capital Contribution Preferred Return Balances have been
reduced to zero;

          (d) next, to the Partners in proportion to and in return of their
respective Additional Capital Contributions until their respective Additional
Capital Contribution Balances have been reduced to zero;

                                       35
<PAGE>

          (e) next, to the Preferred Partner until its Initial Capital
Contribution Balance has been reduced to zero;

          (f) next, to the Preferred Partner until all distributions to the
Preferred Partner pursuant to Sections 8.1 and 8.2 have satisfied the 12.5% IRR
Threshold with respect to the Preferred Partner;

          (g) next, to the Developer Partner until its Initial Capital
Contribution Balance has been reduced to zero;

          (h) next, to the Developer Partner until all distributions to the
Developer Partner pursuant to Sections 8.1 and 8.2 have satisfied the 12.5% IRR
Threshold with respect to the Developer Partner; and

          (i) next, to the Partners in accordance with their respective Residual
Sharing Ratios.

     Section 8.3. Statements. All distributions of Net Cash Flow and Capital
Proceeds shall be accompanied by income statements setting forth in detail the
calculation of the amount of each such distribution.

     Section 8.4. Adjustment to Certain Balances. If and to the extent that the
Loyal Plaza Preferred Partner receives a payment pursuant to the Payment
Agreement of Priority Preferred Return Payments (as defined in the Payment
Agreement), then the amount of any such distributions to the Loyal Plaza
Preferred Partner shall be deemed to reduce (but not below $0) the Preferred
Partner's Initial Capital Contribution Preferred Return Balance by such amount.
If and to the extent that the Loyal Plaza Preferred Partner receives a payment
pursuant to the Payment Agreement of Priority Capital Proceeds Payments (as
defined in the Payment Agreement) pursuant to the Payment Agreement, then such
payments shall be deemed to first reduce (but not below $0) the Preferred
Partner's Default Capital Contribution Balance; then be deemed to reduce (but
not below $0) the Preferred Partner's Additional Contribution Balance; and then
be deemed to reduce (but not below $0) the Preferred Partner's Initial Capital
Contribution Balance.

                                    ARTICLE 9

                 CAPITAL ACCOUNTS, ALLOCATIONS, AND TAX MATTERS

     Section 9.1. Capital Accounts.

          (a) Establishment and Maintenance. A separate capital account
("Capital Account") will be maintained for each

                                       36
<PAGE>

Partner in accordance with Regulations 1.704-1(b)(iv). The General Partner shall
establish and maintain a single Capital Account for each Partner which reflects
each Partner's Capital Contributions to the Partnership. Each Capital Account
shall also reflect the allocations and distributions made pursuant to Article 8
and otherwise be adjusted in accordance with Code Section 704 and the principles
set forth in Treasury Regulations Sections 1.704-1(b) and 1.704-2. In applying
such principles, any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 704(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i) shall be allocated among the Partners
in proportion to their respective Capital Sharing Ratios. The Partners intend
that the Partnership be treated as a partnership for tax purposes.

     The Capital Accounts will be adjusted as follows:

               (1) Each Partner's Capital Account will be credited with the
Partner's Capital Contributions, the Partner's distributive share of Profits,
any items in the nature of income or gain that are specially allocated to the
Partner under Sections 9.4(c), 9.4(d), or 9.4(e), and the amount of any
Partnership liabilities that are assumed by the Partner or secured by any
Partnership property distributed to the Partner.

               (2) Each Partner's Capital Account will be debited with the
amount of cash and the Gross Asset Value of any Partnership property distributed
to the Partner under any provision of this Agreement, the Partner's distributive
share of Losses, any items in the nature of deduction or loss that are specially
allocated to the Partner under Sections 9.4(c), 9.4(d) or 9.4(e), and the amount
of any liabilities of the Partner assumed by the Partnership or which are
secured by any property contributed by the Partner to the Partnership.

          (b) Initial Capital Accounts. The initial Capital Account balance of
each Partner equals the amount of cash contributed by each Partner as its
Initial Capital Contribution, which balances have been determined in accordance
with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(f).

          (c) Transfer. If any interest in the Partnership is transferred in
accordance with the terms of this Agreement, the transferee will succeed to the
Capital Account of the transferor to the extent it relates to the transferred
interest.

          (d) Modifications by General Partner. The provisions of this Section
9.2 and the other provisions of this Agreement relating to the maintenance of
Capital Accounts have been included in this Agreement to comply with Section
704(b) of the Code and the Regulations promulgated thereunder and will be
interpreted and applied in a manner consistent with those

                                       37
<PAGE>

provisions and the Regulations. The General Partner may, with the consent of the
Preferred Partner, modify the manner in which the Capital Accounts are
maintained under this Section 9.2 to comply with those provisions and the
Regulations, as well as upon the occurrence of events that might otherwise cause
this Agreement not to comply with those provisions and the Regulations; however,
without the unanimous consent of all Partners, the General Partner may not make
any modification to the way Capital Accounts are maintained if such modification
would have the effect of changing the amount of distributions to which any
Partner would be entitled during the operation, or upon the liquidation, of the
Partnership.

     Section 9.2. Adjustment of Gross Asset Value. "Gross Asset Value", with
respect to any asset, is the adjusted basis of that asset for federal income tax
purposes, except as follows:

          (a) The initial Gross Asset Value of any asset contributed (or deemed
contributed under Regulations Section 1-708-1(b)(1)(iv) by a Partner to the
Partnership will be the fair market value of the asset on the date of the
contribution, as determined by the General Partner and the Preferred Partner.

          (b) The Gross Asset Values of all assets will be adjusted to equal the
respective fair market values of the assets, as determined by the General
Partner and the Preferred Partner, as of (1) the acquisition of an additional
interest in the Partnership by any new or existing Partner in exchange for more
than a de minimis capital contribution, (2) the distribution by the Partnership
to a Partner of more than a de minimis amount of Partnership property as
consideration for an interest in the Partnership if an adjustment is necessary
or appropriate to reflect the relative economic interests of the Partners in the
Partnership, and (3) the liquidation of the Partnership within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(g).

          (c) The Gross Asset Value of any asset distributed to any Partner will
be the gross fair market value of the asset on the date of distribution as
approved by General Partner and Preferred Partner.

          (d) The Gross Asset Values of assets will be increased or decreased to
reflect any adjustment to the adjusted basis of the assets under Code Section
734(b) or 743(b), but only to the extent that the adjustment is taken into
account in determining Capital Accounts under Regulations Section
1.704-1(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted
under this Section 9.2 to the extent that the General Partner determines that an
adjustment under Section 9.2(b) is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment under this Section
9.2(d).

                                       38
<PAGE>

          (e) After the Gross Asset Value of any asset has been determined or
adjusted under Section 9.2(a), 9.2(b) or 9.2(d), Gross Asset Value will be
adjusted by the Depreciation taken into account with respect to the asset for
purposes of computing Profits or Losses.

     Section 9.3. Profits, Losses and Distributive Shares of Tax Items.

          (a) Profits (other than from Capital Transactions). Except as
otherwise provided in Sections 9.3(d), 9.3(e) and 9.3(f), and except as
otherwise provided in Article 10 (relating to allocation of Profits upon
dissolution), Profits for any taxable year (other than those arising from a
Capital Transaction) shall be allocated to the Partners in the following manner:

               (1) first, to the Partners in proportion to distributions of
Default Preferred Returns made to the Partners during such taxable year until
the Partners have been allocated an amount under this Section 9.3(a)(1) equal to
amounts distributed during such taxable year to the Partners pursuant to Section
8.1(a);

               (2) next, to the Partners in proportion to distributions of
Preferred Return on their Additional Capital Contributions made to the Partners
during such taxable year until the Partners have been allocated a cumulative
amount under this Section 9.3(a)(2) equal to amounts distributed during such
taxable year to the Partners pursuant to Section 8.1(b);

               (3) next, to the Partners in proportion to distributions made to
the Partners during such taxable year of Preferred Return on their Initial
Capital Contributions, until the Partners have been allocated an amount under
this Section 9.3(a)(3) equal to amounts distributed to the Partners pursuant to
Sections 8.1(c) and 8.1(d);

               (4) next, to Preferred Partner until it has been allocated an
amount under this Section 9.3(a)(4) equal to amounts distributed to Preferred
Partner during such calendar year pursuant to Section 8.1(e); and

               (5) next, to the Partners in accordance with their respective
Sharing Ratios.

          (b) Profits (from Capital Transactions). Except as otherwise provided
in Sections 9.3(c), 9.3(d), 9.3(e) and 9.3(f), and except as otherwise provided
in Article 10 (relating to allocation of Profits upon dissolution), Profits for
any taxable year arising from a Capital Transaction shall be allocated to the
Partners in the following manner:

                                       39
<PAGE>

               (1) first, to the Partners in proportion to their respective
Default Preferred Returns distributed to the Partners during such taxable year
until they have been allocated an amount under this Section 9.3(b)(1) equal to
amounts distributed during such taxable year to the Partners pursuant to Section
8.2(a);

               (2) next, to the Partners in proportion to their respective
Preferred Return on their respective Additional Capital Contributions
distributed to the Partners during such taxable year until they have been
allocated an amount under this Section 9.3(b)(2) equal to amounts distributed
during such taxable year to the Partners pursuant to Section 8.2(c);

               (3) next, to the Partners in proportion to distributions made to
the Partners during such taxable year pursuant to Sections 8.2(f) and 8.2(h)
inclusive until the Partners have been allocated an amount under this Section
9.3(b)(3) equal to the amounts distributed during such taxable year to the
Partners pursuant to Sections 8.2(f) and 8.2(h) inclusive; and

               (4) next, to the Partners proportionally in accordance with their
respective Residual Sharing Ratios.

          (c) Losses. Except as otherwise provided in Sections 9.3(d), 9.3(e),
and 9.3(f), Losses for any taxable year shall be allocated in the following
manner:

               (1) First, to the Partners in proportion to their respective
adjusted Capital Account balances, but not in excess of the adjusted Capital
Account balance of each such Partner before the allocation provided for in this
Section 9.3(c)(1); and

               (2) thereafter, to the Partners with positive Capital Account
balances (in proportion to such balances) to the extent further allocations of
Losses to a Partner under this Section 9.3(c) would cause such Partner to have
an Adjusted Capital Account Deficit.

          (d) Special Allocations. The following special allocations will be
made in the following order and priority before allocations of Profits and
Losses:

               (1) Partnership Minimum Gain Chargeback. If there is a net
decrease in Partnership Minimum Gain during any taxable year or other period for
which allocations are made, before any other allocation under this Agreement,
each Partner will be specially allocated items of Partnership income and gain
for that period (and, if necessary, subsequent periods) in proportion to, and to
the extent of, an amount equal to such Partner's share of the net decrease in
Partnership Minimum Gain during such year determined in accordance with
Regulations

                                       40
<PAGE>

Section 1.704-2(g)(2). The items to be allocated will be determined in
accordance with Regulations Sections 1.704(2)(f)(6) and 1.704-2(j)(2). This
Section 9.3(d)(1) is intended to comply with the Partnership Minimum Gain
chargeback requirements of the Regulations, will be interpreted consistently
with the Regulations and will be subject to all exceptions provided therein.

               (2) Partner Nonrecourse Debt Minimum Gain Chargeback.
Notwithstanding any other provision of this Section 9.3 (other than Section
9.3(d)(1) which shall be applied first), if there is a net decrease in Partner
Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt during
any taxable year or other period for which allocations are made, any Partner
with a share of such Partner Nonrecourse Debt Minimum Gain (determined under
Regulations Section 1.704-2(i)(5)) as of the beginning of the year will be
specially allocated items of Partnership income and gain for that period (and,
if necessary, subsequent periods) in an amount equal to such Partner's share of
the net decrease in the Partner Nonrecourse Debt Minimum Gain during such year
determined in accordance with Regulations Section 1.704-2(i)(4). The items to be
so allocated will be determined in accordance with Regulations Sections
1.704-2(i)(4) and 1.704-2(j)(2). This Section 9.3(d)(2) is intended to comply
with the Partner Nonrecourse Debt Minimum Gain chargeback requirements of the
Regulations, will be interpreted consistently with the Regulations and will be
subject to all exceptions provided therein.

               (3) Qualified Income Offset. A Partner who unexpectedly receives
any adjustment, allocation or distribution described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated items of
Partnership income and gain in an amount and manner sufficient to eliminate, to
the extent required by the Regulations, the Adjusted Capital Account Deficit of
the Partner as quickly as possible.

               (4) Nonrecourse Deductions. Nonrecourse Deductions for any
taxable year or other period for which allocations are made will be allocated
among the Partners in proportion to their respective Capital Sharing Ratios.

               (5) Partner Nonrecourse Deductions. Notwithstanding anything to
the contrary in this Agreement, any Partner Nonrecourse Deductions for any
taxable year or other period for which allocations are made will be allocated to
the Partner who bears the economic risk of loss with respect to the Partner
Nonrecourse Debt to which the Partner Nonrecourse Deductions are attributable in
accordance with Regulations Section 1.704-2(i).

               (6) Code Section 754 Adjustments. To the extent an adjustment to
the adjusted tax basis of any Partnership asset

                                       41
<PAGE>

under Code Sections 734(b) or 743(b) is required to be taken into account in
determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the
amount of the adjustment to the Capital Accounts will be treated as an item of
gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases the basis), and the gain or loss will be specially
allocated to the Partners in a manner consistent with the manner in which their
Capital Accounts are required to be adjusted under Regulations Section
1.704-1(b)(2(iv)(m).

          (e) Curative Allocations. The allocations set forth in Section 9.3(d)
(the "Regulatory Allocations") are intended to comply with certain requirements
of the Regulations. The Regulatory Allocations may effect results which would be
inconsistent with the manner in which the Partners intend to divide Partnership
distributions. Accordingly, the General Partner is authorized to divide other
allocations of Profits, Losses, and other items among the Partners, to the
extent that they exist, so that the net amount of the Regulatory Allocations and
the special allocations to each Partner is zero. The General Partner will have
discretion to accomplish this result in any reasonable manner that is consistent
with Code Section 704 and the related Regulations.

          (f) Tax Allocations--Code Section 704(c). For federal, state and local
income tax purposes, Partnership income, gain, loss, deduction or expense (or
any item thereof) for each fiscal year shall be allocated to and among the
Partners to reflect the allocations made pursuant to the provisions of this
Section 9.3 for such fiscal year. In accordance with Code Section 704(c) and the
related Regulations, income, gain, loss and deduction with respect to any
property contributed to the capital of the Partnership, solely for tax purposes,
will be allocated among the Partners so as to take account of any variation
between the adjusted basis to the Partnership of the property for federal income
tax purposes and the initial Gross Asset Value of the property (computed in
accordance with Section 9.2). If the Gross Asset Value of any Partnership asset
is adjusted under Section 9.2(b), subsequent allocations of income, gain, loss
and deduction with respect to that asset will take account of any variation
between the adjusted basis of the asset for federal income tax purposes and its
Gross Asset Value in the same manner as under Code Section 704(c) and the
related Regulations. Any elections or other decisions relating to allocations
under this Section 9.3(f) will be made in any manner that the General Partner
determines reasonably reflects the purpose and intention of this Agreement as
consented to by the Partners. Allocations under this Section 9.3(f) are solely
for purposes of federal, state and local taxes and will not affect, or in any
way be taken into account in computing, any Partner's Capital Account or share
of Profits, Losses or other items or distributions under any provision of this
Agreement.

                                       42
<PAGE>

          (g) Reporting. Partners shall be bound by the provisions of this
Section 9.3(g) in reporting their shares of Partnership income and loss for
income tax purposes.

     Section 9.4. Tax Returns. The General Partner shall cause to be prepared
and filed (but no filing shall be made until the Preferred Partner has approved
in writing such tax returns) all necessary federal and state income tax returns
for the Partnership, including making the elections described in Section 9.5.
Each Partner shall furnish to the General Partner all pertinent information in
its possession relating to Partnership operations that is necessary to enable
such income tax returns to be prepared and filed.

     Section 9.5. Tax Elections. The following elections shall be made on the
appropriate returns of the Partnership:

          (a) to adopt the calendar year as the Partnership's fiscal year;

          (b) to adopt the accrual method of accounting and to keep the
Partnership's books and records on the accrual method;

          (c) if there is a distribution of Partnership property as described in
section 734 of the Code or if there is a transfer of a Partnership interest as
described in section 743 of the Code, upon written request of any Partner, to
elect, pursuant to section 754 of the Code, to adjust the basis of Partnership
properties; and

          (d) to elect to amortize the organizational expenses of the
Partnership ratably over a period of 60 months as permitted by section 709(b) of
the Code.

          No election shall be made by the Partnership or any Partner to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state laws.

          Section 9.6. Tax Matters Partner. The Partner serving as General
Partner shall be the "tax matters partner" of the Partnership pursuant to
section 6231(a)(7) of the Code. As tax matters partner, such Partner shall take
such action as may be necessary to cause each other Partner to become a "notice
partner" within the meaning of section 6223 of the Code. Such Partner shall
inform each other Partner of all significant matters that may come to its
attention in its capacity as tax matters partner by giving notice thereof within
ten days after becoming aware thereof and, within such time, shall forward to
each other Partner copies of all significant written communications it may
receive in such capacity. Such Partner shall not take any action contemplated by
sections 6222 through 6232 of the Code without the consent of the Preferred
Partner. This provision is not intended to authorize such Partner to take

                                       43
<PAGE>

any action left to the determination of an individual Partner under sections
6222 through 6232 of the Code.

     Section 9.7. Allocations on Transfer of Interests. All items of income,
gain, loss, deduction, and credit allocable to any interest in the Partnership
that may have been transferred shall be allocated between the transferor and the
transferee based upon the closing of the books method, unless the transferor and
transferee otherwise agree.

     Section 9.8. Sharing of Partnership Nonrecourse Debt. Solely for purposes
of determining a Partner's proportionate share of the "excess nonrecourse
liabilities" of the Partnership and the Property Partnerships within the meaning
of Regulations Section 1.752-3(a), the Partners' interests in Partnership
profits are in proportion to their Residual Sharing Ratios.

     Section 9.9. Intent of Allocations. The parties intend that the foregoing
tax allocation provisions of this Article 9 shall produce final Capital Account
balances of the Partners such that distributions made in accordance with Section
10.2(c)(2) (after unpaid loans and interest thereon, including those owed to
Partners have been paid) are made in accordance with final Capital Account
balances. To the extent that the tax allocation provisions of this Article 9
would fail to produce such final Capital Account balances, (i) such provisions
shall be amended by the General Partner (with the Preferred Partner's written
consent) if and to the extent necessary to produce such result and (ii) taxable
income and taxable loss of the Partnership for prior open years (or items of
gross income and deduction of the Partnership for such years) shall be
reallocated by the General Partner among the Partners (with the Preferred
Partner's written consent) to the extent it is not possible to achieve such
result with allocations of items of income (including gross income) and
deduction for the current year and future years, as approved by the General
Partner and Preferred Partner. This Section 9.9 shall control notwithstanding
any reallocation or adjustment of taxable income, taxable loss, or items thereof
by the Internal Revenue Service or any other taxing authority.

                                   ARTICLE 10

              WITHDRAWAL, DISSOLUTION, LIQUIDATION, AND TERMINATION

     Section 10.1. Dissolution, Liquidation, and Termination Generally. The
Partnership shall be dissolved (but not prior to payment in full of the Mortgage
Loan) upon the first to occur of any of the following:

          (a) the first day of the first taxable year of the Partnership
following the taxable year in which occurs the sale or disposition of all of the
assets of the Partnership or the Property Partnerships and the receipt, in cash,
of all

                                       44
<PAGE>

consideration therefor unless all the Partners elect not to dissolve the
Partnership;

          (b) the determination of the General Partner and the Preferred Partner
to dissolve the Partnership; or

          (c) the occurrence of any event which, as a matter of law, requires
that the Partnership be dissolved (other than a Bankruptcy of a Partner which
shall not dissolve the Partnership).

     Section 10.2. Liquidation and Termination. Upon dissolution of the
Partnership, unless it is continued as provided above, the General Partner shall
act as liquidator or may appoint one or more other Persons as liquidator;
however, if the Partnership is dissolved because of an event occurring with
respect to the General Partner, the liquidator shall be one or more Persons
selected in writing by the other Partner. The liquidator shall proceed
diligently to wind up the affairs of the Partnership and make final
distributions as provided herein. The costs of liquidation shall be a
Partnership expense. Until final distribution, the liquidator shall continue to
operate the Partnership properties with all of the power and authority of the
General Partner hereunder. The steps to be accomplished by the liquidator are as
follows:

          (a) as promptly as possible after dissolution and again after final
liquidation, the liquidator shall cause a proper accounting to be made by Ernst
& Young, LLC or such other firm of certified public accountants as is acceptable
to the Preferred Partner of the Partnership's assets, liabilities, and
operations through the last day of the calendar month in which the dissolution
shall occur or the final liquidation shall be completed, as applicable;

          (b) the liquidator shall pay all of the debts and liabilities of the
Partnership or otherwise make adequate provision therefor (including the
establishment of a cash escrow fund for contingent liabilities in such amount
and for such term as the liquidator may reasonably determine); and

          (c) all remaining assets of the Partnership shall be distributed to
the Partners as follows:

               (1) the liquidator may sell any or all Partnership property and
the sum of (A) any resulting gain or loss from each sale plus (B) the fair
market value of such property that has not been sold shall be determined and
(notwithstanding the provisions of Article 9) income, gain, loss, and deduction
inherent in such property (that has not been reflected in the Capital Accounts
previously) shall be allocated among the Partners to the extent possible to
cause the Capital Account balance of each Partner to equal the amount
distributable to such Partner under Article 8; and

                                       45
<PAGE>

               (2) after Capital Accounts have been adjusted for all
distributions under Article 8 and all allocations of Profits and Losses under
Sections 9.3, 9.9 and Section 10.2(c)(1), Partnership property shall be
distributed in accordance with Section 8.2.

Notwithstanding anything to the contrary, in the event the Partnership is
"liquidated" within the meaning of Regulations ss. 1.704-1(b)(2)(ii)(g),
liquidating distributions shall be made pursuant to this Section 10.2 by the end
of the taxable year in which the Partnership is liquidated, or, if later, within
ninety (90) days after the date of such liquidation. Distributions pursuant to
the preceding sentence may be made to a trust for the purpose of an orderly
liquidation of the Partnership by the trust in accordance with the Act.

     Section 10.3. Deficit Capital Accounts. No Partner shall be required to pay
to the Partnership, to any other Partner or to any third party any deficit
balance which may exist from time to time in the Partner's capital account.

     Section 10.4. Cancellation of Certificate. On completion of the
distribution of Partnership assets, the Partner (or such other person as the Act
may require or permit) shall file a Certificate of Cancellation with the
Secretary of State of Delaware, cancel any other filings made pursuant to
Section 2.5, and take such other actions as may be necessary to terminate the
existence of the Partnership.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

     Section 11.1. Notices. All notices provided for or permitted to be given
pursuant to this Agreement must be in writing and shall be given or served by
(a) depositing the same in the United States mail addressed to the party to be
notified, postpaid and certified with return receipt requested, (b) by
delivering such notice in person to such party, or (c) by prepaid telegram,
telex, or telecopy. By giving written notice thereof, each Partner shall have
the right from time to time to change its address pursuant hereto. Notices shall
be given to the parties at the following addresses:

If to Developer Partner:  Cedar Bay Income Fund Partnership, L.P.
                          c/o Cedar Bay Realty Advisors
                          44 South Bayles Avenue
                          Port Washington, New York 11050
                          Attention: Mr. Leo S. Ullman

with a copy to:           c/o Cedar Bay Realty Advisors
                          44 South Bayles Avenue
                          Port Washington, New York 11050
                          Attention: General Counsel

                                       46
<PAGE>

If to Preferred Partner:  c/o Kimco Realty Corporation
                          3333 New Hyde Park Road
                          New Hyde Park, NY 11042
                          Attention: Mr. Michael Pappagallo

with a copy to:           Stephen M. Lyons III, Esq.
                          Reed Smith LLP
                          2500 One Liberty Place
                          Philadelphia, PA 19103

     Section 11.2. Governing Law. This Agreement and the obligations of the
Partners hereunder shall be construed and enforced in accordance with the laws
of the State of Delaware, excluding any conflicts of law rule or principle which
might refer such construction to the laws of another state or country. Each
Partner submits to the jurisdiction of the state and federal courts in the State
of Delaware.

     Section 11.3. Entireties; Amendments. This Agreement and its exhibits
constitute the entire agreement between the Partners relative to the formation
of the Partnership. Except as otherwise provided herein, no amendments to this
Agreement shall be binding upon any Partner unless set forth in a document duly
executed by such Partner.

     Section 11.4. Waiver. No consent or waiver, express or implied, by any
Partner of any breach or default by any other Partner in the performance by the
other Partner of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such other Partner of the same or any other obligation hereunder. Failure on the
part of any Partner to complain of any act or to declare any other Partner in
default, irrespective of how long such failure continues, shall not constitute a
waiver of rights hereunder.

     Section 11.5. Severability. If any provision of this Agreement or the
application thereof to any Person or circumstances shall be invalid or
unenforceable to any extent, and such invalidity or unenforceability does not
destroy the basis of the bargain between the parties, then the remainder of this
Agreement and the application of such provisions to other Persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

     Section 11.6. Ownership of Property and Right of Partition. A Partner's
interest in the Partnership shall be personal property for all purposes. No
Partner shall have any right to partition the property owned by the Partnership
or any Subsidiary.

     Section 11.7. Captions, References. Pronouns, wherever used herein, and of
whatever gender, shall include natural persons and corporations and associations
of every kind and

                                       47
<PAGE>

character, and the singular shall include the plural wherever and as often as
may be appropriate. Article and section headings are for convenience of
reference and shall not affect the construction or interpretation of this
Agreement. Whenever the terms "hereof", "hereby", "herein", or words of similar
import are used in this Agreement they shall be construed as referring to this
Agreement in its entirety rather than to a particular section or provision,
unless the context specifically indicates to the contrary. Whenever the word
"including" is used herein, it shall be construed to mean including without
limitation. Any reference to a particular "Article" or a "Section" shall be
construed as referring to the indicated article or section of this Agreement
unless the context indicates to the contrary.

     Section 11.8. Involvement of Partners in Certain Proceedings. Should any
Partner become involved in legal proceedings unrelated to the Partnership's
business in which the Partnership is required to provide books, records, an
accounting, or other information, then such Partner shall indemnify, defend and
hold harmless the Partnership from all liabilities and expenses (including
reasonable attorneys' fees and costs) incurred in conjunction therewith.

     Section 11.9. Interest. No amount charged as interest on loans hereunder
shall exceed the maximum rate from time to time allowed by applicable law.

     Section 11.10. Counterparts. This Agreement may be executed in one or more
counterparts (and by different parties hereto on different counterparts), each
of which will constitute an original, but all of which when taken together shall
constitute a single contract. A facsimile signature shall for all purposes be
deemed to be an original signature, and either party hereto shall forward to the
other party an original signature if required by the other party.

     Section 11.11. Approvals and Consents of Preferred Partner. Whenever under
the terms of this Agreement the approval or consent of the Preferred Partner
shall be required, the Preferred Partner shall not unreasonably withhold or
condition such approval or consent and such approval or consent shall be deemed
given if the Preferred Partner shall not respond to any written request for
consent or approval within ten (10) days after the Preferred Partner's receipt
of such written request for consent or approval. If the Preferred Partner shall
give notice to the Developer within such ten (10) day period that it does not
believe the Developer Partner has provided the necessary information or
documentation on which Preferred Partner may reasonably make a decision on the
matter in question (and shall specify the additional information or
documentation required), then the foregoing ten (10) day period shall be
extended to the date which is ten (10) days after Developer Partner has provided
the Preferred Partner with such additional

                                       48
<PAGE>

information or documentation as shall be reasonably required by the Preferred
Partner in order to make a decision on the matter in question.

     Section 11.12. Property Partnership Agreements. Whenever the interest of
the Developer Partner is purchased under this Agreement, or the Preferred
Partner is obligated to purchase the interest of the Developer Partner under
this Agreement, the Developer Partner shall cause the general partner of each
Property Partnership to cause the general partnership interests of each such
general partner to be transferred without further consideration to, or as
directed by, Preferred Partner, and the purchase price payable to Developer
Partner shall, at the election of Preferred Partner, not be paid to Developer
Partner until the general partner of each Property Partnership transfers such
general partnership interest to, or as directed by, Preferred Partner.

                                   ARTICLE 12

                                 BUY-SELL OPTION

     Section 12.1. Exercise. At any time (a) after January 31, 2008, or (b) the
Partners are unable to agree on a Major Decision (but only a Major Decision
involving the sale or financing of a Project or the filing of a bankruptcy
petition by the Partnership or a Property Partnership), any Partner may exercise
its right to initiate the provisions of this Article 12; however, the Developer
Partner may not exercise this right if a Removal Event has occurred and has not
been timely cured in accordance with the provisions of Section 4.4.
Additionally, if a Removal Event has occurred and is not timely cured in
accordance with the provisions of Section 4.4, then the Preferred Partner may
initiate the provisions of this Article 12 at any time (which rights are in
addition to Preferred Partner's rights under Section 4.4). The Partner desiring
to exercise such right (the "Offeror") shall do so by giving notice to the other
Partner (the "Offeree") setting forth a statement of intent to invoke the
Offeror's rights under this Article 12, stating therein the aggregate dollar
amount (the "Valuation Amount") which the Offeror would be willing to pay for
the assets of the Property Partnerships as of the Closing Date (defined below)
free and clear of all liabilities, and setting forth all oral or written offers
and inquiries received by the Offeror during the previous 12-month period
relating to the financing, disposition or leasing of the Projects (including
proposals for the formation of a new entity for the ownership and operation of
the Projects). After receipt of such notice the Offeree shall elect to either
(1) sell its entire Partnership Interest to the Offeror for an amount equal to
the amount the Offeree would have been entitled to receive if the Property
Partnerships had sold their assets for the Valuation Amount on the Closing Date
and the Property Partnerships had immediately paid all of their liabilities and
Imputed Closing

                                       49
<PAGE>

Costs and distributed the net proceeds of sale to the Partnership, and the
Partnership immediately distributed such proceeds to the Partners in
satisfaction of their interests in the Partnership pursuant to Section 10.2, or
(2) purchase the entire Partnership Interest of the Offeror for an amount equal
to the amount the Offeror would have been entitled to receive if the Property
Partnerships had sold all of their assets for the Valuation Amount on the
Closing Date and the Property Partnerships had immediately paid all Partnership
liabilities and Imputed Closing Costs and distributed the net proceeds of the
sale to the Partnership, and the Partnership immediately distributed such
proceeds to the Partners in satisfaction of their interests in the Partnership
pursuant to Section 10.2. The Offeree shall have 30 days from the giving of the
Offeror's notice in which to exercise either of its options by giving written
notice to the Offeror. If the Offeree does not elect to acquire the Offeror's
Partnership Interest within such time period, the Offeree shall be deemed to
have elected to sell its interest to the Offeror. Within three business days
after an election has been made under this Section 12.1 (whether deemed or
otherwise), the acquiring Partner shall deposit with the selling Partner a
non-refundable earnest money deposit in the amount of 10% of the amount the
selling Partner is entitled to receive for its Partnership Interest under this
Section 12.1, which amount shall be applied to the purchase price at closing;
however, if the acquiring Partner should thereafter fail to consummate the
transaction, such amount shall be retained by the selling Partner, free of all
claims of the other Partner, but shall not constitute a waiver of any rights and
remedies otherwise available to the selling Partner because of a default by the
acquiring Partner. The acquiring Partner may, in its sole discretion, elect to
acquire the other Partner's Partnership Interest in the name of a designee of
the acquiring Partner but this shall not relieve the acquiring Partner of its
purchase obligations.

     Section 12.2. Closing. The closing of an acquisition pursuant to Sections
12.1 through 12.3 shall be held at the principal place of business of the
Partnership on a mutually acceptable date (the "Closing Date") not later than
150 days after Offeree's election. At the Closing of the disposition and
acquisition of such interests the following shall occur:

          (a) The selling Partner shall assign to the acquiring Partner or its
designee the selling Partner's Partnership Interest in accordance with the
instructions of the acquiring Partner, and shall execute and deliver to the
acquiring Partner all documents which may be required to give effect to the
disposition and acquisition of such interests, in each case free and clear of
all liens, claims, and encumbrances, with covenants of general warranty; and

          (b) The acquiring Partner shall pay to the selling Partner the
consideration therefor in cash.

                                       50
<PAGE>

     Section 12.3. Enforcement. It is expressly agreed that the remedy at law
for breach of the obligations of the Partners set forth in this Article 12 is
inadequate in view of (a) the complexities and uncertainties in measuring the
actual damage to be sustained by reason of the failure of a Partner to comply
fully with such obligations, and (b) the uniqueness of the Partnership business
and the Partners' relationships. Accordingly, each of such obligations shall be,
and is hereby expressly made, enforceable by a specific performance.

                                   ARTICLE 13

                              RIGHT OF FIRST OFFER

     Section 13.1. Offers. If after January 31, 2008, either Partner desires to
offer the Projects for sale on specified terms or receives from an unaffiliated
purchaser a bona fide written cash offer (i.e., not seller financed) for the
purchase of the Projects on terms which such Partner desires for the Property
Partnerships to accept (such specified terms or bona fide offer being herein
called the "Offer"), the Partner desiring to make or accept the Offer (the
"Initiating Partner") shall provide notice of the terms of such Offer (the "Sale
Notice") to the other Partner (the "Non-Initiating Partner"). The procedures set
forth in this Article 13 shall apply only if an Offer is in an amount at least
equal to the amount of any indebtedness secured by the Projects plus the
aggregate then-existing unreturned Capital Contributions.

     Section 13.2. Response. The Non-Initiating Partner shall have 30 days from
the date of receipt of the Sale Notice (the "Response Period") to provide
written notice to the Initiating Partner of the Non-Initiating Partner's
willingness or unwillingness to accept the Offer or offer the Projects for sale
on terms specified in the Offer, as the case may be. If the Non-Initiating
Partner fails to deliver such notice within said time period (or fails to
deliver any written notice to the Initiating Partner), the Non-Initiating
Partner shall be deemed to have consented to the sale of the Projects on the
terms of the Offer, provided, however that it the Initiating Partner has
proposed the terms of sale (rather than having received a written offer to
purchase the Project from an unaffiliated third party), then the Non-Initiating
Partner shall have the right to cause the Partnership to obtain an appraisal of
the Projects from a licensed appraiser (at the cost of the Partnership), and the
Project shall thereafter be marketed for sale by the Initiating Partner at a
price no less than the price determined by such appraisal.

          (a) Offer Unacceptable. If the Non-Initiating Partner does not desire
for the Property Partnerships to accept the Offer or offer the Projects for sale
on terms specified in the Offer (or, in the case of terms of sale proposed by
the Initiating Partner, for the sale price subsequently determined

                                       51
<PAGE>

pursuant to the appraisal requested by the Non-initiating Partner), as the case
may be, the Initiating Partner may elect to sell to the Non-Initiating Partner,
in which case the Non-Initiating Partner must purchase, the Initiating Partner's
Partnership Interest for an amount equal to the amount that would be
distributable to the Initiating Partner if the Property Partnerships had sold
the Projects pursuant to the terms of such Offer, immediately paid all of their
liabilities and Imputed Closing Costs and distributed the net sales proceeds to
the Partnership, and the Partnership immediately distributed such proceeds to
the Partners (without any recourse) pursuant to Section 8.2. The Initiating
Partner must exercise this option, if at all, by delivering written notice
thereof to the Non-Initiating Partner within 30 days after the end of the
Response Period (or, if the Non-Initiating Partner has requested an appraisal of
the Projects, within thirty (30) days after the completion of the appraisal).
The Non-Initiating Partner shall pay the Initiating Partner cash for its
Partnership Interest. Closing shall take place on or before as specified in the
Sale Notice, but if the Non-Initiating Partner is purchasing the Initiating
Partner's Partnership Interest, the Non-Initiating Partner shall have until 150
days after the Sale Notice in which to close. If the Initiating Partner or the
Non-Initiating Partner defaults at closing, the non-defaulting party shall have
the right to bring suit for damages, for specific performance, or exercise any
other remedy available at law or in equity. Upon payment at closing, the
Initiating Partner shall execute and deliver all documents reasonably required
to transfer the interest being sold. If the Non-Initiating Partner fails to
deliver such notice within said time period (or fails to deliver any written
notice to the Initiating Partner), the Non-Initiating Partner shall be deemed to
have consented to the sale of the Projects on the terms of the Offer.

          (b) Offer Acceptable. If the Non-Initiating Partner consents to the
Property Partnerships selling the Projects on the terms of the Offer, then the
Initiating Partner shall have authority, on behalf of the Partnership, to cause
the Projects to be sold for cash on the terms of the Offer (or better terms) for
a period of up to 90 days following the expiration of the Response Period. If
the Initiating Partner obtains a bona fide third party contract to sell the
Project on the terms of the Offer (or better terms) within such 90-day period,
the Initiating Partner shall have an additional period of 120 days after the
date of such contract (that is, within 210 days after the Sale Notice) in which
to cause the Projects to be sold. If after having received the consent of the
Non-Initiating Partner to the sale of the Project on the terms of the Offer, the
Initiating Partner is unable to cause the Property Partnerships to obtain a bona
fide contract within such 90-day period, or if after having obtained such bona
fide contract, Initiating Partner is unable to consummate such sale within 210
days after the Sale Notice, then Initiating Partner must again submit an

                                       52
<PAGE>

Offer to Non-Initiating Partner pursuant to Section 13.1 before it may sell the
Project.

                       [signatures continued on next page]











                                       53
<PAGE>

                  Executed effective as of the date above written.

                                    GENERAL PARTNER/DEVELOPER

                                    PARTNER:

                                    CIF-Fairport Associates, LLC, a
                                    Delaware limited liability company

                                    By: Cedar Income Fund
                                        Partnership, LP,
                                        its sole member

                                        By: Cedar Income Fund, Ltd.,
                                            its general partner


                                            By: __________________________
                                                Brenda J. Walker
                                                Vice President

                                    PREFERRED PARTNER:

                                    KIMCO PREFERRED INVESTOR III, INC.,
                                    a Delaware corporation


                                    By:  _____________________________
                                         Name:
                                         Title:





                                       54







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>EX10-2.TXT
<TEXT>
<PAGE>

                      AGREEMENT FOR THE SALE OF REAL ESTATE

         This AGREEMENT FOR THE SALE OF REAL ESTATE, hereinafter, "Agreement",
is made this ______ day of __________, 2002, by and between CEDAR INCOME FUND
PARTNERSHIP, L.P., a limited partnership organized and existing under the laws
of the State of Delaware having a principal place of business located at 44
South Bayles Avenue, Port Washington, New York, 11050, hereinafter referred to
as "Buyer", and DOUBLE M DEVELOPMENT, a Pennsylvania general partnership
comprised of Mark G. Caldwell and Martin L Grass, having a principal place of
business located at 434 North Front Street, Wormleysburg, Cumberland County,
Pennsylvania 17043, hereinafter referred to as "Seller".

                              W I T N E S S E T H:

         WHEREAS, Seller owns a tract of land upon which it has erected a Giant
supermarket- anchored shopping center of approximately 6.76 acres, more or less,
located in Fairview Township, York County, Pennsylvania, having an address of
Fairview Plaza, Old York Road, New Cumberland, Pennsylvania 17070, and bearing
York County Tax Assessment Parcel No. 000-SF-0088-BO-00000; and

         WHEREAS, Buyer, subject to the requisites, conditions and terms as set
forth in this Agreement, desires to purchase said real estate and the parties do
wish, therefore, to set forth the actual terms of purchase as hereinafter
provided.

         NOW, THEREFORE, Buyer and Seller, each intending to be legally bound
hereby, do covenant and agree as follows:

<PAGE>

         1.       PROPERTY.

         Seller agrees to sell, and Buyer agrees to buy, all of the following
(collectively, the "Property"):

          a. A certain tract of land upon which Seller has erected a Giant
supermarket-anchored shopping center of approximately 6.76 acres, more or less,
located in Fairview Township, York County, Pennsylvania, having an address of
Fairview Plaza, Old York Road, New Cumberland, Pennsylvania 17070, and bearing
York County Tax Assessment Parcel No. 000-SF-0088-BO-00000 (hereinafter, the
"Premises"). The Premises does include any buildings, improvements, privileges,
rights, including development rights and governmental approvals, easements and
appurtenances thereunto belonging and all of Seller's right, title and interest,
if any, in and to the land lying within any street, alley, roadway or property
adjoining the Premises;

         b. The Seller's interest in the leases, and the rents due thereon
(together with all security deposits, and Seller's rights, to the extent
assignable to, to all guaranties securing the performance of the tenants'
obligations thereunder), being all leases of all or any portion of the Premises,
including the leases as listed on Exhibit "A" hereto and leases which may be
made by Seller after the date of this Agreement and prior to closing as
permitted by this Agreement, (the "Leases");

         c. The tangible personal property, being all equipment, machinery,
furniture, furnishings, supplies and other tangible personal property owned by
Seller, and Seller's interest in any such property leased by Seller, now or
hereafter located in and used in connection with the operation, ownership or
management of the Premises, ("Tangible Personal Property");

                                        2

<PAGE>

         d. The intangible personal property, being all intangible personal
property related to the Premises and the improvements, including, without
limitation: all trade names and trade marks associated with the Premises and the
improvements, including Seller's rights and interests in the name of the
Premises; the plans and specifications and other architectural and engineering
drawings for the improvements; warranties; contract rights related to the
construction, operation, ownership or management of the Premises (but only to
the extent Seller's obligations hereunder are expressly assumed by Buyer
pursuant to this Agreement); governmental permits, approvals and licenses (to
the extent assignable); and all records relating to the Premises, ("Intangible
Personal Property");

         e. If Closing occurs, all of Seller's right, title and interest in and
to any unpaid award for the taking by eminent domain or condemnation of all or
any portion of the Premises.

         2. PURCHASE PRICE.. The purchase price for the Premises shall be Eight
Million and 00/100 ($8,000,000.00) Dollars, subject to prorations and
adjustments as provided in this Agreement. The purchase price shall be paid as
follows:

                  a) the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars
to be placed in escrow upon execution of this Agreement, of which Five Thousand
and 00/100 ($5,000.00) Dollars shall be non-refundable, as hereinafter provided,
but all sums (such amount, together with interest accruing thereon, the "First
Deposit") to be credited to the purchase price; and

                  b) the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars
(such amount, together with interest accruing thereon, the "Second Deposit")
(the "First Deposit" and the "Second Deposit", collectively, the "Deposit") to
be placed in escrow upon completion of the due diligence period, as hereinafter
defined, to be credited to the purchase price; and

                                        3

<PAGE>

                  c) the balance to be paid at Closing as hereinafter provided.
All sums shall be held in escrow by Buyer's title insurance company, New York
Land Services, Ltd., as agent for Title Insurance Company, in an
interest-bearing account with all interest accruing to the benefit of Buyer. The
title insurance company shall act as the escrow agent (the, "Escrow Agent") and
shall disburse the sums held at Closing or upon written direction of Buyer and
Seller, or as otherwise provided under this Agreement. In the event of any
dispute between Buyer and Seller, the Escrow Agent shall deposit the sums with
the Court of Common Pleas of Cumberland County or to any impartial party or
trustee as agreed between Buyer and Seller to hold said sums in accordance until
further direction of Buyer and Seller or final Court order.

         3. TITLE. Title to the Premises shall be good and marketable, fee
simple title, free and clear of all liens, claims of adverse possession or
prescriptive rights, easements, covenants, restrictions and other encumbrances
which directly adversely impact upon the present use of the Premises
("Encumbrances") whatsoever, as shall be insurable as such at regular rates by
title companies licensed to do business in the Commonwealth of Pennsylvania.
Buyer shall have the sole but reasonable discretion to determine whether the
title is acceptable to Buyer for the use set forth herein and such determination
is an absolute condition precedent to Buyer's obligations hereunder, provided
that Buyer informs Seller of any unacceptable title conditions ("Buyer's
Objections") prior to the end of the due diligence period, exclusive of title
conditions which arise subsequent to the due diligence period but prior to
Settlement. Buyer shall perform its initial title examination within the due
diligence period and at that time give a preliminary written notice to the
Seller concerning the acceptability of title. A final title examination will be
done prior to transfer of title. In the event, however, Buyer would determine
that title is not acceptable, Buyer shall timely provide Seller

                                        4

<PAGE>

written notice of any defects, deficiency, clouds in said title, and Seller
shall, within ten (10) days after receipt of Buyer's Title Objections, give
written notice to Buyer ("Seller's Notice") stating whether Seller will cure all
Buyer's Objections on or prior to the Closing, or which of such objections
Seller will refuse to cure. If Seller's Notice indicates that Seller refuses to
cure any Buyer's Objection, then Buyer shall have the option to take title with
the objectionable condition "as- is" or terminate this Agreement on written
notice to Seller given within ten (10) days of receipt of Seller's Notice, in
which event Escrow Agent shall refund the Deposit to Buyer, whereupon neither
party shall have any further duty or obligation to the other. Seller shall at
Closing, convey marketable title free and clear of all Buyer's Objections which
Seller agreed in Seller's Notice Seller would cure. In addition, and
notwithstanding anything to the contrary set forth in this Agreement, Seller
shall cure at or prior to Closing any Encumbrance which can be removed at time
of Closing by payment of liquidated amount or by posting a bond, as well as any
Encumbrance arising after the date of Buyer's delivery of Buyer's Objections and
prior to the Closing Date, except for any of the foregoing arising from the acts
or omissions of Buyer, its agents, contractors or employees. Seller shall not be
obligated to cure non-liquidated Encumbrances (e.g., easements, covenants and
restrictions) of record as of the date of Buyer's Objection and which Seller
advises Buyer in Seller's Notice that Seller does not wish to cure. Seller shall
have a period not to exceed forty-five (45) days to cure any Buyer's Objection
to Buyer's reasonable satisfaction, which may require ana appropriate extension
of the Closing Date.

         4. PROPERTY INFORMATION AND DOCUMENTATION. To the extent such items are
in Seller's possession or control, Seller shall provide to Buyer the following
(the, "Property

                                        5

<PAGE>

Information"), to the extent not previously provided to Buyer, and to the extent
applicable and/or in existence, within seven (7) business days after the date of
this Agreement:

                  a) Rent Roll - Seller has previously furnished to Cassidy &
Pinkard, who has in turn furnished to Buyer, a rent roll for the Property, a
true and correct copy of which is marked Exhibit "A", incorporated herein by
reference thereto and made a part hereof. However, Seller will, in addition,
provide a current delinquency report upon seven (7) business days after the date
of this Agreement. Not more than four (4) days before date of Closing (the,
"Closing Date'), Seller shall deliver to Buyer an updated Rent Roll certified by
Seller as true and accurate as of the date delivered bearing no material
variations from the Rent Roll attached hereto as Exhibit "A";

         b) Operating Statements. Operating statements of the Premises in the
form utilized by Seller for the thirty-six (36) months preceding this Agreement
("Operating Statements");

         c) Tax Statements. Copies or a summary of ad valorem tax statements
relating to the Premises for the current year or other current tax period (if
available) and the twenty-four (24) months preceding this Agreement;

         d) Leases. Copies of all Leases (including all amendments and
guarantees) and a list ("Commission Schedule") of commission agreements related
to the Leases or the Premises;

         e) Service Contracts. A list together with copies of all management,
service, supply, equipment rental, and other contracts related to the operation
of the Premises ("Service Contracts");

         f) Maintenance Records. All available maintenance work orders for the
twelve (12) months preceding this Agreement;

         g) List of Capital Improvements. A list of all capital improvements
known to Seller and performed on the Premises within the twenty-four (24) months
preceding this Agreement;

                                        6

<PAGE>

         h) Other Reports. Any other report, document, study, material or
information (including, without limitation, environmental and soils reports) in
Seller's possession or control related to the Premises;

         i) Plans and Specifications. All construction plans and specifications
in Seller's possession relating to the original development of the Premises and
any major capital repairs or tenant improvements; and

         j) Existing Title and Survey Documents. Copy of Seller's existing title
insurance policy and any existing surveys of the Premises, to include the
approved Land Development Plan; and

         k) Utility Bills. Copies of utility bills for a period of the twelve
(12) previous months preceding this Agreement;

         l) Tenant Billings. Copies of all tenant billings for CAM, taxes and
insurance for the preceding 24 months and the amounts paid by tenants therefor.

         Upon delivery of the last item of Property Information, Seller shall
promptly deliver to Buyer a written notice (the, "Property Information Notice")
certifying that all such deliveries have been completed together with an
itemization of the matters delivered or made available to Buyer. The term
"Commencement Date" shall mean the date upon which the Property Information
Notice is received by Buyer or, if the Seller does not send a Property
Information Notice, then the date the Buyer reasonably determines that it has
received all of the Property Information. Notwithstanding the foregoing, under
no circumstances shall the Commencement Date be earlier than the date of this
Agreement. Seller shall have an ongoing obligation during the pendency of this
Agreement to provide Buyer with any document described above and coming into
Seller's possession or produced

                                        7

<PAGE>

by Seller after the initial delivery of the Property Information. If Buyer does
not purchase the Premises, all materials provided to Buyer, in accord with this
Paragraph 4, or otherwise, shall be promptly returned to Seller.

         5. DUE DILIGENCE. Buyer shall have, through the last day of the due
diligence period, which shall be thirty (30) days from the Commencement Date, or
five (5) days from the date Buyer receives an appraisal of the Premises and
Phase I environmental report, whichever is later (but in no event later than
forty-five (45) days from the Commencement Date), in which to examine, inspect
and investigate the Premises and, in Buyer's sole and absolute judgment and
discretion, to determine whether the Premises is acceptable to Buyer and to
obtain all necessary internal approvals, (the "Due Diligence Period"). In the
event the Buyer determines in its reasonable discretion that a Phase II
environmental report is necessary to permit Buyer to complete Buyer's due
diligence, the Due Diligence Period shall be extended for a reasonable period of
time, not to exceed thirty (30) days, from the date the Buyer receives the Phase
I environmental report. If Buyer, by written notice to Seller, waives its right
to terminate this Agreement pursuant to this Paragraph prior to the last day of
the Due Diligence Period, then the Due Diligence Period shall be deemed to have
ended on the date such notice is received by Seller. Notwithstanding anything to
the contrary in this Agreement, Buyer may terminate this Agreement by giving
notice of termination to Seller (the, "Due Diligence Termination Notice") on or
before the last day of the Due Diligence Period. If Buyer does not give the Due
Diligence Termination Notice, this Agreement shall continue in full force and
effect. If this Agreement terminates pursuant to this Paragraph, the First
Deposit, other than the $5,000.00 identified as non-refundable, shall be
refunded to Buyer immediately, and all further rights and obligations of the
parties under this Agreement shall terminate. If this Agreement is not
terminated

                                        8

<PAGE>

pursuant to this Paragraph, Buyer shall have the obligation to immediately place
in escrow the Second Deposit and the Deposit (i.e, First Deposit and Second
Deposit) which shall then be deemed non-refundable absent Seller's breach. In
the event that Buyer would not proceed with this Agreement, it shall furnish to
Seller copies of all tests, surveys, reports and inspections obtained by Buyer
without cost. Seller shall receive notice of the performance of any tests and
inspections and have the right to be present.

         Buyer shall have reasonable access to the Premises for the purpose of
conducting surveys, architectural, engineering, geotechnical and environmental
inspections and tests (including intrusive inspection and sampling), and any
other inspections, studies or tests reasonably required by Buyer, but in a
manner not disruptive of ongoing business. Seller shall cooperate with Buyer and
enforce the provisions of existing tenants' leases, if necessary to facilitate
Buyer's access and inspections. Buyer shall keep the Premises free and clear of
any liens and will indemnify, defend and hold Seller harmless from all claims
and liabilities asserted against Seller as a result of any such entry by Buyer,
its agents, employees or representatives. If any inspection or tests disturbs
the Premises, Buyer will restore the Premises to the same condition as existed
prior to any such inspection or test. Buyer and its agents, employees and
representatives shall have a continuing right of reasonable access to the
Premises during the pendency of this Agreement for the purpose of examining and
making copies of all books and records and other materials relating to the
Premises in Seller's or its property manager's possession and Buyer shall have
the right to conduct a "walk-through" of the Premises prior to Closing upon
appropriate notice to tenants as permitted under the Leases. In the course of
its investigations, Buyer may make inquiries to third parties, including,
without limitation, tenants, lenders, contractors, property managers, parties to
Service Contracts and municipal, local and other

                                        9

<PAGE>

government officials and representatives, and Seller consents to such inquiries,
provided same are performed in a professional manner and does not disrupt any
ongoing business. The obligations of the Buyer under this Paragraph shall
survive the termination of this Agreement.

         6. TENANT ESTOPPELS. Seller shall secure and deliver to Buyer, no later
than five (5) business days before the Closing Date, estoppel certificates from
Giant Food Stores, Inc., Pennsylvania Liquor Control Board, McDonalds
Corporation and seventy-five percent (75%) of the other tenants in the form of
Exhibit "B" attached hereto ("Tenant Estoppels"). The Tenant Estoppels shall be
delivered to the tenants no earlier than twenty (20) days prior to the Closing
Date. Seller shall provide Buyer with copies of the Tenant Estoppels for Buyer's
review and comment before delivering the Tenant Estoppels to tenants. Buyer's
obligation to close the transaction contemplated under this Agreement is subject
to the condition that as of Closing: (i) Estoppel Certificates for all Leases
consistent with the Rent Roll and the representations of Seller in Paragraph 10
have been delivered to Buyer, (ii) no material default or claim by landlord or
tenant shall have arisen under any Leases that was not specifically disclosed in
the Rent Roll; and (iii) no tenant shall have initiated or had initiated against
it any insolvency, bankruptcy, receivership or other similar proceeding. Seller
shall use its best efforts to obtain and timely deliver the required
certificates. In the event all required certificates are not available by the
date of Closing, Closing shall be continued for up to seven (7) business days to
acquire same.

         7. SERVICE CONTRACTS. During the Due Diligence Period, the parties will
endeavor to agree as to which Service Contracts Buyer will assume and which
Service Contracts, to the extent legally possible, will be terminated by Seller
at Closing. Buyer will assume the obligations arising from and after the Closing
Date under those Service Contracts that are not in

                                       10

<PAGE>

default as of the Closing Date and which Seller and Buyer have agreed will not
be terminated and those Service Contracts which, by their terms, are not capable
of termination at that time. Seller shall terminate at Closing all Service
Contracts that are not so assumed and are legally capable of being terminated at
that time. Seller shall terminate at Closing, and Buyer shall not assume, any
property management agreement affecting the Premises.

         8.       OPERATIONS AND RISK OF LOSS.

                  A. Ongoing Operations. During the pendency of this Agreement:

                  1. Performance Under Leases, Service Contracts and Loans.
         Seller shall (i) carry on its business and activities relating to the
         Premises substantially in the same manner as it did before the date of
         this Agreement, and (ii) perform its material obligations under the
         Leases and Service Contracts and other agreements that may affect the
         Premises. Effective as of the Closing Date, each party agrees to
         indemnify and hold the other harmless from any default or breach by the
         other under the Service Contracts and Leases assumed by Buyer.

                  2. New Contracts. Seller will not enter into any contract that
         will be an obligation affecting the Premises subsequent to the Closing
         except contracts entered into in the ordinary course of business that
         are terminable without cause on thirty (30) days' notice.

                  3. Listings and Other Offers. Seller will not list the
         Premises with any broker or otherwise solicit or make or accept any
         offers to sell the Premises, engage in any discussions or negotiations
         with any third party with respect to the sale or other disposition of
         the Premises, or enter into any contracts or agreements (whether
         binding or not) regarding any disposition of the Premises.

                                       11


<PAGE>



                  4. Leasing Arrangements. Seller will not amend, terminate or
         enter into any Lease without Buyer's prior written consent in such
         instance, which consent shall not be unreasonably withheld, delayed or
         conditioned.

                  5. Removal and Replacement of Tangible Personal Property.
         Seller will not remove any Tangible Personal Property except as may be
         required for necessary repair or replacement, and replacement shall be
         of equal quality and quantity as existed as of the time of its removal.

         B. Damage. Risk of loss up to and including the Closing Date shall be
borne by Seller. In the event of any material damage to or destruction of the
Premises or any portion thereof, Buyer may, at its option, by notice to Seller
given within ten (10) days after Seller notifies Buyer of such damage or
destruction (and, if necessary, the Closing Date shall be extended to give Buyer
the full 10-day period to make such election): (i) terminate this Agreement and
the Deposit shall be immediately returned to Buyer, or (ii) proceed under this
Agreement, receive any insurance proceeds for property repair and replacement
(including any rent loss insurance applicable to any period on and after the
Closing Date) due Seller as a result of such damage or destruction and assume
responsibility for such repair, and Buyer shall receive a credit at Closing for
any deductible, uninsured or coinsured amount under said insurance policies. If
Buyer elects (ii) above, Buyer may extend the closing Date for up to an
additional 30-day period in which to obtain insurance settlement agreements
under Seller's insurers, and Seller will cooperate with Buyer in obtaining the
insurance proceeds and such agreements from Seller's insurers. If the Premises
is not materially damaged, then Buyer shall not have the right to terminate this
Agreement, but Seller shall, at its cost, repair the damage before the Closing
in a manner reasonably satisfactory to Buyer or, if repairs cannot be

                                       12


<PAGE>



completed before Closing, credit Buyer at Closing for the reasonable cost to
complete the repair. "Material damage" and "Materially damaged" means damage (i)
reasonably exceeding two (2%) percent of the purchase price to repair, (ii) that
entitles a tenant to terminate its Lease, or (iii) which, in Buyer's reasonable
estimation, will take longer than ninety (90) days to repair.

         C. Condemnation. In the event any proceedings in eminent domain are
contemplated, threatened or instituted by any body having the power of eminent
domain with respect to the Premises or any portion thereof, Buyer may, at its
option, by notice to Seller given within ten (10) business days after Seller
notifies Buyer of such proceedings (and, if necessary, the Closing Date shall be
extended to give Buyer the full 10-business day period to make such election):
(i) terminate this Agreement and all deposit money shall be immediately returned
to Buyer, or (ii) proceed under this Agreement, in which event Seller shall, at
Closing, assign to Buyer its entire right, title and interest in and to any
condemnation award, and Buyer shall have the sole right during the pendency of
this Agreement to negotiate and otherwise deal with the condemning authority in
respect of such matter.

         9.       REAL ESTATE TAXES AND ASSESSMENTS.

                  A. Real Estate Taxes. Real estate taxes and assessments shall
be apportioned between the parties as of the date of Closing on a calendar or
fiscal year basis, as may be appropriate. All water, sewer, refuse and all other
utility charges, and/or lienable charges or assessments shall be paid by Seller
up to the time of Closing. Interest and penalties, if any, shall be computed to
a date occurring one (1) business day after the Closing Date.

                                       13


<PAGE>



                  B. Rent. Buyer shall receive a credit for any rent and other
income (and any applicable state or local tax on rent) under Leases collected by
Seller before Closing that applies to any period after Closing. Uncollected
rents and other uncollected income shall not be prorated at Closing. After
Closing, Buyer shall apply all rent and income collected by Buyer from a tenant,
unless the tenant properly identifies the payment as being for a specific item,
first to such tenant's monthly rental for the month in which the Closing
occurred and then to arrearages in the reverse order in which they were due,
promptly remitting to Seller, after deducting collection costs, any rent
properly allocable to Seller's period of ownership. Buyer shall bill and attempt
to collect such rent arrearage in the ordinary course of business, but shall not
be obligated to engage a collection agency or take legal action to collect any
rent arrearage. Seller shall have the right to seek collection of any rents or
other required income due applicable to any period before the Closing, upon
notice to Buyer, if Seller has not received same, upon sixty (60) days after
Closing. Any rent or other income received by Seller after Closing which is owed
to Buyer shall be held in trust and remitted to Buyer promptly after receipt.
This sub-section B. shall survive the Closing.

         C. Additional Rent. Seller, as landlord under the Leases, is currently
collecting from tenants under the Leases additional rent to cover taxes,
insurance, utilities, maintenance and other operating costs and expenses
(collectively, "Operating Expenses Pass-Throughs") incurred by Seller in
connection with the ownership, operation, maintenance, and management of the
Premises. If Seller collected estimated prepayments of Operating Expense
Pass-Throughs in excess of any tenant's share of such expenses, then, if the
excess can be determined by the Closing, Buyer shall receive a credit for the
excess or, if the excess cannot be determined at Closing, Buyer shall receive a
credit based upon an estimate, and the parties shall make an adjusting payment
between them when

                                       14


<PAGE>



the correct amount can be determined. In either event, Buyer shall be
responsible for crediting or repaying those amounts to the appropriate tenants.
If Seller collected estimated prepayments of Operating Expense Pass-Throughs
attributable to any period after Closing, Seller shall pay or credit any such
amounts to Buyer at Closing. To the extent that estimated payments of Operating
Expense Pass-Throughs are required to be paid monthly by any tenant, and at the
end of such tenant's lease year, or the calendar year, such estimated amounts
are to be recalculated based upon actual amounts for that lease year or calendar
year, with the appropriate adjustments being made with such tenants'
then-Operating Expense Pass-Throughs for such tenant shall be finally prorated
between Seller and Buyer at the time of such reconciliation with the tenant,
using the Date of Closing as the proration date. At the time(s) of final
calculation and collection from (or refund to) each tenant of the amounts in
reconciliation of actual Operating Expense pass-Throughs for such period which
have been collected, there shall be a re-proration between Seller and Buyer,
taking into account the additional amount collected from (or refunded to) each
tenant. In furtherance of the foregoing, if, with respect to any tenant, the
recalculated Operating Expense Pass-Throughs is less than the estimated amount
paid by such tenant, and a refund is paid by Buyer to such tenant, then the
portion of the refund allocable to the period prior to the Closing, to the
extent previously paid to or collected by Seller, shall be refunded by Seller to
Buyer. If, with respect to any tenant, the recalculated Operating Expense
Pass-Throughs exceeds the estimated amount paid by such tenant, and the
shortfall is collected by Buyer from such tenant, the portion of such shortfall
allocable to the period prior to the Closing, to the extent not previously paid
to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the
foregoing, there shall, however, be an initial proration at Closing with regard
to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later
than ten (10) days

                                       15


<PAGE>



before the Closing Date with invoices, purchase orders and other documentation
sufficient to establish Operating Expense Pass-Throughs for the Property
incurred by Seller prior and up to the Closing Date, together with evidence of
all amounts collected by tenants as of the Closing Date for such Operating
Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation
billings to Tenants for Operating Expense Pass-Throughs.

         D. Service Contracts. Seller or Buyer, as the case may be, shall
receive a credit for regular charges under Service Contracts assumed by Buyer
pursuant to this Agreement paid and applicable to Buyer's period of ownership or
payable and applicable to Seller's period of ownership, respectively. (It is
noted that other than the contract for landscaping services, which runs the end
of the calendar year, and the pest control contract, which runs on an annual
term, the current term expiring October 16, 2002, all service contracts are
terminable upon three (3) days notice, except the security contract which is
terminable upon ninety (90) days notice.)

         E. Leasing Commissions. Leasing commissions for which Seller has paid
in advance shall not be apportioned, nor shall Seller receive a credit therefor.
However, there are two (2) leasing commission agreements, which are paid
annually, to wit: Subway Real Estate Corp. and Holiday Hair, Inc., which
commission obligation shall be prorated as of Closing. (Buyer shall be
responsible for all further leasing commissions that are billed annually.) Buyer
shall furthermore have any and all responsibilities for any leasing commissions
due for any and all periods after the Closing Date, to include, with respect to
any option to renew or expand not yet exercised by the respective tenant as of
Closing. Buyer shall pay all leasing commissions with respect to any new lease
or lease amendment executed after the date of this Agreement, provided that
Buyer shall pre-approve in writing such new lease or lease amendment and the
amount of such commission.

                                       16


<PAGE>



         F. Tenant Deposits. All tenant security deposits (and interest thereon
if required by law or contract to be earned thereon) shall be transferred or
credited to Buyer at Closing. As of the closing, Buyer shall assume Seller's
obligations related to tenant security deposits, but only to the extent they are
properly credited and transferred to Buyer.

         10. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller does represent and
warrant to Buyer and will reaffirm at the time of Closing, to wit:

                  a) Seller has not received notice of condemnation of all or
any part of the Premises, notice of any assessment for public improvements, or
notices with respect to any zoning ordinance or other law, order, regulation or
requirement relating to the use of ownership of the Premises and, so far as
known to Seller, there is no violation of any such governmental law, order,
regulation or requirement.

                  b) Seller is not indebted to the federal government or any
other public authorities for delinquent taxes, assessment or other charges of
any nature whatsoever for which a lien has been or could be asserted against the
Seller or the Premises and which will not be fully paid and discharged or
released upon or prior to Closing.

                  c) Seller covenants and agrees that Seller, Seller's agents,
servants, employees or tenants, if applicable, shall not in any way materially
alter the present state of the Premises so long as this Agreement is in effect.

                  d) Seller has no knowledge, actual or constructive, that there
has been a storage or deposit of hazardous substance on the Premises. Hazardous
substances being any such substance as regulated or controlled as a hazardous or
toxic substance by any governmental rule, regulation or statute.

                                       17


<PAGE>



                  e) There are no leases, written or oral, affecting the
Premises which Seller is aware of, except for the existing leases, copies of
which have all been provided to Buyer. All documents comprising the leases which
affect the Premises, including all amendments, modifications, letter agreements,
assignments and guaranties thereof or relating thereto have been provided by
Seller to Buyer. There are no agreements, written or oral, affecting the
Premises or any portion thereof in the nature of leases (including ground
leases), concessions, licenses or occupancy agreements, or any amendments,
modifications, side letters or guaranties thereof, other than the leases. True
and correct copies of the leases have been previously delivered to Buyer.

                  f) Seller has fee simple title to the Premises, has the full
right to enter into this Agreement and perform hereunder, and has not granted
any option or entered into any other commitment to sell, lease other as
hereinbefore permitted or encumber all or any part of the Premises.

                  g) Seller has full capacity, right, power and authority to
execute, deliver and perform this Agreement and execute and deliver all
documents to be executed by Seller pursuant hereto, and all required action
therefor has or will by Closing be duly taken.

                  h) To the best of Seller's knowledge the consummation of the
transaction contemplated by this Agreement will not result in a breach of any of
the terms and conditions of, or constitute a default under, any agreement to
which the Seller is now a party or which affects the Premises or violate or
cause to be violated any judgment or decree of any court, administrative agency
or governmental body.

                                       18


<PAGE>



                  i) The representations and warranties made hereunder shall be
reaffirmed at Settlement and shall survive for a period of one (1) year from the
Closing of this transaction and shall not be merged in the deed from Seller to
Buyer.

                  j) All alterations and improvements required to be performed
by the landlord under any of the leases has been completed, all construction and
other allowances and monetary concessions required to be paid by the landlord
under the leases has been paid, and no tenant under any of the leases is
entitled to any free rent or rent concession period. All brokerage fees and
commissions due for any period through Closing have been in full, excepting only
commissions payable annually or with respect to lease renewal, extension or
expansions options which have not yet been exercised by any respective tenant.

                  k) The Rent Roll attached hereto as Exhibit A is hereby
certified by Seller to be true and correct as of the date hereof ("Rent Roll
Certificate") and shows for each rentable space in the Premises the tenant name,
space number, monthly base or minimum rental, and common area maintenance
expense and real estate tax reimbursement amounts, security deposit held, any
defaults known by Seller to exist under any lease, the expiration date of each
lease and designating any rights to renew or extend a lease. There are no tenant
security deposits to be held by the landlord under the leases except as listed
in the Rent Roll Certificate. At the Closing, Seller shall deliver to Buyer an
updated Rent Roll Certificate. If any adverse change shall occur in such Rent
Roll Certificate, Buyer shall have the rights set forth in Section 19.N hereof.

                  l. Except as expressly set forth on the Rent Roll Certificate,
neither Seller as the landlord nor, to Seller's actual knowledge, any tenant
under any of the leases is in default under any of the leases, nor to Seller's
actual knowledge is there in existence any condition or fact which

                                       19


<PAGE>



with notice or passage of time, or both, shall constitute a default by either
the landlord or the tenant thereunder. Except as set forth on the Rent Roll
Certificate, Seller has not collected base or minimum rent more than one month
in advance from any tenant (excluding security deposits). Except as expressly
provided in the leases, no tenant shall be entitled to any rebates, rent
concessions or free rent. No tenant is presently contesting or raising objection
to Operating Expense Pass- Throughs payable under its lease. All tenants are
currently in possession and operating and no tenant has given notice that it
intends to cease the conduct of business or vacate its premises prior to the
expiration of its lease term.

                  m) Except for lawsuits concerning personal injury and property
damage which would be covered under Seller's existing commercial liability
insurance policy and defense of which has not been denied by Seller's insurance
company, there is no litigation or proceedings pending or, to Seller's
knowledge, threatened against, Seller or otherwise related to the Property
(including, but not limited to foreclosure, judicial sale, adverse possession,
litigations with tenants or other proceedings.

                  n) Exhibit "C " attached hereto is a true, complete and
correct list of all written and oral management, service, equipment, supply,
maintenance or concession agreements with respect to or affecting the Premises
(the "Service Contracts"). Except as specified on Exhibit "B", no such
agreements exist which are not cancelable upon thirty (30) days notice. Each of
the Service Contracts is in full force and effect and all amounts due thereunder
have been paid in full. Neither Seller nor its agents have received any notice
from any party to said agreements claiming the existence of any default or
breach thereunder.

                                       20


<PAGE>



                  o) There are no pending certiorari proceedings or other real
estate tax contests or appeals brought by or on behalf of Seller. To Seller's
knowledge, the improvements on the Premises are currently fully assessed for tax
purposes as completed and occupied improvements and are not currently subject to
any tax abatement, exemption or temporary tax reduction of any kind, nor to any
assessments/linkage/impact fees relating to the initial construction of the
project.

                  p) EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT
EXECUTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, THIS SALE AND
CONVEYANCE IS MADE ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PREMISES, THE STATE OF REPAIR OF THE
PREMISES, OR WITH RESPECT TO SOIL CONDITIONS OR THE PRESENCE OR RELEASE OF
HAZARDOUS MATERIALS. THIS DISCLAIMER DOES NOT EFFECT AN ASSUMPTION OF ANY
LIABILITY BY BUYER AND IT SHALL NOT BE CONSTRUED TO WAIVE ANY RIGHTS OF
CONTRIBUTION OR INDEMNITY OR OTHERWISE AFFECT THE LIABILITIES OF THE PARTIES TO
EACH OTHER OR TO THIRD PARTIES UNDER ENVIRONMENTAL LAWS.

         11. Closing and Delivery of Deed. Closing shall be held thirty (30)
days after completion of the Due Diligence Period, as hereinbefore provided.
Closing shall take place by use of an escrow procedure reasonably acceptable to
Seller and Buyer and using the Title Company as escrow agent (with all proceeds
being wired through the national office of a national title company such as
First American Title, Commonwealth Title Insurance Company, Chicago Title
Insurance Company or the like) or at the offices of Seller's attorney, unless a
different location is approved in writing by the

                                       21


<PAGE>



parties. At Closing, Seller shall convey to Buyer good and marketable title to
the Premises in the state required under Section 3 hereof by a recordable and
transferable special warranty deed. Buyer shall pay one-half (1/2) of the total
Pennsylvania realty transfer tax obligation, and shall furthermore contribute
Thirty-Three Thousand Three Hundred and Thirty-Three ($33,333.00) Dollars toward
the balance of said obligation of Seller. In addition to the deed, Seller shall
execute and deliver to Buyer at the Closing (i) a general instrument of
transfer, including a bill of sale and assignment and assumption of leases, in
the form attached as Exhibit "D" hereto, (ii) a FIRPTA Certificate, (iii) an
updated Rent Roll Certificate, certified by Seller as being true and correct as
of the Closing Date, (iv) an updated schedule of leases, certified by Seller as
being true and correct as of the Closing Date, (v) a certificate of Seller,
certifying as of Closing Date the continued truth without material change (or
identifying any changes therefrom which may not be reflected on the updated Rent
Roll Certificate or updated schedule of leases) of all of the representations
and warranties of Seller set forth in Section 10 hereof, (vi) the estoppel
certificates required under Section 6 hereof, (vii) notices to each tenant
advising them of the sale and directing them as to where all future payments of
rent and notices should be sent, in form as required by the Buyer (which shall
not be sent until after completion of the Closing), (viii) an "information for
1099 form", sufficient in order for the Buyer to report the sale to the Internal
Revenue Service, (ix) an affidavit of title in form required by Buyer's title
insurance company in order to insure title required to be delivered under
Section 3 hereof, and without exception for potential mechanic's lien claims,
(x) such other instruments and documents as may be reasonably required by
Buyer's title company in order to establish Seller's due existence and good
standing and authority to complete the transaction contemplated by this
Agreement, (xi) originals (to the extent within Seller's possession or control)
of each of the Property

                                       22


<PAGE>



Information, current as of the Closing Date (in particular, but without
limitation, originals of all leases) and (xii) such other instruments or
documents as may be otherwise referred to in this Agreement or which may be
reasonably required in order to complete the transactions contemplated in this
Agreement. Seller shall deliver full and exclusive possession of the Property to
Buyer on the Closing Date, subject only to rights of tenants under the leases,
as tenants only.

         12. BROKER/SELLER'S AGENT. It is understood that Seller shall be
responsible for a real estate commission to Cassidy & Pinkard, and shall save
Buyer harmless for liability therefor. Each party represents to the other that
they have not dealt with any other broker on this transaction and will save
harmless and indemnify the other for any claims for real estate commissions or
other fees brought by any broker or other person claiming to have dealt with
such party.

         13. GOVERNING LAW. This Agreement shall be construed and governed
pursuant to the laws of the Commonwealth of Pennsylvania.

         14. SELLER'S DEFAULT. If there shall occur a material breach of a
representation or warranty of Seller under this Agreement, or if Seller shall
otherwise fail to perform its obligations as required under this Agreement, then
Buyer may elect to (i) accept title to the Premises subject to the defaulted
obligation of Seller, (ii) terminate this Agreement, in which event the Escrow
Agent shall disburse the Deposit to Buyer and Seller shall reimburse Buyer for
all costs incurred in Buyer's performance of due diligence with a limit of
Twenty-Five Thousand ($25,000.00) Dollars, or (iii) bring an action against
Seller for specific performance of this Agreement, and Buyer shall have the
right to recover from Seller in such action its reasonable attorneys' fees and
disbursements incurred in connection therewith. In the event Seller's default is
a Willful Default (as hereinafter defined), Seller shall reimburse Buyer for all
reasonable costs incurred in Buyer's performance of due

                                       23


<PAGE>




diligence, plus the sum of One Hundred Thousand ($100,000.00) Dollars. The term
"Willful Default" as used in this Agreement shall mean an intentional failure of
Seller to observe or perform a material covenant or condition of this Agreement,
the observance or performance of which is strictly within Seller's reasonable
control (by way of example, but not way of limitation, the intentional refusal
of Seller to convey title or the creation by Seller of the imposition of
additional substantial liens on the Premises prior to Closing which Seller will
not discharge at Closing shall be considered Seller's "Willful Default"). One of
Double M Development's partners, Mark G. Caldwell, and an affiliate entity owned
by Mark G. Caldwell, Caldwell Development, Inc., have also entered into sales
agreements, contemporaneously herewith, with Buyer for properties commonly
identified as Newport Plaza (Caldwell Development, Inc.) and Halifax Plaza (Mark
G. Caldwell, Individually). It is agreed that, if a default has occurred by
Seller in any of these agreements, the same shall be deemed a default hereunder.


         15. BUYER'S DEFAULT. If this transaction fails to close due to the
default of Buyer, then Seller's sole remedy in such event shall be to terminate
this Agreement and to retain the deposits as liquidated damages, Seller waiving
all other rights or remedies in the event of such default by Buyer. The parties
acknowledge that Seller's actual damages in the event of a default by Buyer
under this Agreement will be difficult to ascertain, and that such liquidated
damages represent the parties' best estimate of such damages. Buyer shall have
no other remedies other than as specifically stated. Buyer has also entered into
a sales agreements, contemporaneously herewith, with one of Double M
Development's partners, Mark G. Caldwell and Caldwell Development, Inc.,

                                       24


<PAGE>



for properties commonly identified as Newport Plaza and Halifax Plaza and a
default by Buyer in any of these agreements shall constitute a default
hereunder.

         16.      ATTORNEYS' FEES. The unsuccessful party in any litigation
                  arising from breach or alleged breach of this Agreement will
                  reimburse the successful party for any and all reasonable
                  legal fees incurred in curing or attempting to cure a default.

         17.      AMENDMENT. This Agreement shall not be altered, amended,
                  changed or modified except in writing by the parties hereto.

         18.      NOTICES. All notices required to be given by any of the
                  provisions of this Agreement, unless otherwise stated, shall
                  be in writing and delivered in person, by facsimile (with a
                  copy concurrently sent out the same day by nationally
                  recognized overnight delivery service), by certified mail,
                  return receipt requested or by nationally recognized overnight
                  delivery service, postage or shipping charges prepaid (or on
                  standing account) to the appropriate party at the address set
                  forth below or to such other address as such parties may
                  hereafter specify by notice given in accordance with this
                  section. All notices to be set forth below.

         a) To the Seller:

                  Double M Development
                  Attn: Mark G. Caldwell, Managing Partner
                  434 North Front Street
                  Wormleysburg, PA 17043

             With a copy to:
                  James R. Clippinger, Esquire
                  Caldwell & Kearns
                  3631 North Front Street
                  Harrisburg, PA 17110

                                       25


<PAGE>



         b) To the Seller:

                  Cedar Income Fund Partnership, L.P.
                  44 South Bayles Avenue
                  Port Washington, NY 11050
                  Attn:    Leo S. Ullman, President

             With a copy to:
                  Warren S. Sacks, P.C.
                  777 Westchester Avenue, Suite 204
                  White Plains, NY 10604

         Notices shall be deemed given on the date received, or if delivery is
refused, on the date delivery is first attempted, provided however that notices
by facsimile shall be deemed given on the date transmitted at or before 5:00
P.M., provided a copy is sent out the same day by nationally recognized
overnight delivery service.

         19. Extension of Closing Date. Buyer may unilaterally extend the time
for Closing for a period up to thirty (30) days, provided Buyer provides Seller
written notice specifying the reason for extension of Closing no later than ten
(10) days prior to the date previously scheduled, and provided payments to
Seller are made of Two Thousand Five Hundred ($2,500.00) Dollars per day for
each additional day required for extension. It is understood that all such
payment(s) shall be earned upon receipt and added to the purchase price.

         20. MISCELLANEOUS

         A. Parties Bound. Neither party may assign this Agreement without the
prior written consent of the other, and any such prohibited assignment shall be
void; provided, however, that Buyer and/or Seller may assign this Agreement
without Seller's consent to an affiliate or to effect an exchange pursuant to
Paragraph 19.K. herein. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the respective legal representatives,
successors, assigns,

                                       26


<PAGE>



heirs, and devisees of the parties. For the purposes of this Paragraph, the term
"affiliate" means (i) an entity that directly or indirectly controls, is
controlled by or is under common control with the Buyer or of which Buyer or its
affiliated entity is the general partner or managing member, or (ii) an entity
at least a majority of whose economic interest is owned by Buyer; and the term
"control" means the power to direct the management of such entity through voting
rights, ownership or contractual obligations.

         B. Paragraph Headings. All references to paragraph headings are for
convenience only and shall neither limit nor expand any of the written terms of
this Agreement.

         C. Time is of the Essence. Time is of the essence with regard to the
respective duties and obligations of the parties hereto.

         D. Survival. The provisions of this Agreement that contemplate
performance after the Closing and the obligations of the parties not fully
performed at the Closing shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments at Closing.

         E. No Third Party Beneficiary. This Agreement is not intended to give
or confer any benefits, rights, privileges, claims, actions, or remedies to any
person or entity as a third party beneficiary, decree or otherwise.

         F. Complete Agreement. This Agreement contains the entire and binding
agreement between Seller and Buyer. There are no other terms, obligations,
covenants, representations, statements or conditions, oral or otherwise, of any
kind whatsoever concerning this sale.

         G. Confidentiality. Seller shall make no public announcement or
disclosure of any information related to this Agreement to outside brokers or
third parties, before or after the Closing, without the prior written specific
consent of Buyer; provided, however, that Seller may make

                                       27


<PAGE>



disclosure of this Agreement to its lenders, creditors, officers, employees and
agents to perform its obligations hereunder.

         H. Consents. Any consents required to be obtained in accord with this
Agreement shall not be unreasonably withheld, conditioned or delayed.

         I. Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and agree that the normal rule
of construction, to the effect that any ambiguities are to be resolved against
the drafting party, shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.

         J. Calculation of Time Periods. Unless otherwise specified, in
computing any period of time described herein, the day of the act or event after
which the designated period of time begins to run is not to be included and the
last day of the period so computed is to be included at, unless such last day is
a Saturday, Sunday or legal holiday for national banks, in which event the
period shall run until the end of the next day which is neither a Saturday,
Sunder or legal holiday. The last day of any period of time described herein
shall be deemed to end at 5:00 p.m. daylight savings time.

         K. Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall constitute one Agreement. To facilitate execution of
this Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages.

         L. Section 1031 Exchange. Both Buyer and Seller shall have the right to
consummate this transaction as part of a so-called like kind exchange (the,
"Exchange") pursuant to ss.1031 of the Internal Revenue Code of 1986, as amended
(the, "Code"), provided that: (i) the Closing shall not

                                       28


<PAGE>



be delayed or affected by reason of the Exchange nor shall the consummation or
accomplishment of the Exchange be a condition precedent or condition subsequent
to either party's obligation under this Agreement, (ii) the party engaging in
the Exchange shall effect the Exchange through an assignment of this Agreement,
or its rights under this Agreement, to a qualified intermediary; (iii) neither
party shall be required to take an assignment of the purchase agreement for the
relinquished property or be required to acquire or hold title to any real
property for purposes of consummating the Exchange; (iv) the party engaging in
the Exchange shall pay any additional costs that would not otherwise have been
incurred by the other had the transaction not been consummated through the
Exchange. Neither party shall by this agreement or acquiescence to the Exchange:
(a) have their rights under this Agreement affected or diminished in any manner,
or (b) be responsible for compliance with or be deemed to have warranted to the
other that the Exchange in fact complies with ss.1031 of the Code.

         M. Further Assurances. In addition to the acts and deeds recited herein
and contemplated to be performed, executed and/or delivered by either party at
Closing, each party agrees to perform, execute and deliver, but without any
obligation to incur any additional liability or expense, on or after Closing,
any further deliveries and assurances as may be reasonably necessary to
consummate the transactions contemplated hereby or to further perfect the
conveyance, transfer and assignment of the Premises to Buyer.

         N. Changed Circumstances. If any event shall occur after the
Commencement Date, and before the Closing Date, which is not caused by Seller
("Changed Circumstances"), that renders untrue any representation or warranty
made by Seller in this Agreement, it shall not constitute a breach by Seller of
such representation or warranty, and Seller's reaffirmation of such
representation

                                       29

<PAGE>

or warranty at Closing may be qualified by such Changed Circumstance. If Seller
shall obtain knowledge of any Changed Circumstance, Seller shall provide notice
thereof to Buyer within a reasonable period of time. In the event Buyer receives
actual notice of any Material Changed Circumstance, whether from Seller or any
other source, including its own investigations, then Buyer shall have the right
to terminate this Agreement, in which event both parties shall be relieved from
any further obligation under this Agreement, and the Deposit shall be returned
to Buyer. For purposes of this Agreement, a "Material" Changed Circumstance
shall be one that (when taken together with all other Changed Circumstances)
would be reasonably expected to decrease the annual net operating income of the
Property by more than one and one-half of one percent or would otherwise
reasonably be considered material by a Buyer of similar properties.

         IN WITNESS WHEREOF, the parties, representing to each other that the
authorized representative of the party executing on behalf of each party is duly
authorized and has the ability to so execute the document on behalf of that
party, have caused this Agreement to be executed as of the day and year first
above written.

                                           BUYER:

ATTEST:                                    CEDAR INCOME FUND PARTNERSHIP, L.P.

________________________________           By:_________________________________

                                           Title:______________________________

                                           SELLER:

ATTEST:                                    DOUBLE M DEVELOPMENT

________________________________           By:_________________________________

                                           Title:______________________________


Escrow Agent hereby acknowledges receipt of The First Deposit and agrees to hold
and disburse The Deposit in accordance with all of the terms and conditions of
the foregoing Agreement.

ESCROW AGENT

By:__________________________________



                                              30

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-3.txt
<DESCRIPTION>EX10-3.TXT
<TEXT>
<PAGE>


================================================================================






                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                          FAIRVIEW PLAZA ASSOCIATES, LP




             Property: Fairview Plaza, New Cumberland, Pennsylvania





================================================================================

<PAGE>


                        LIMITED PARTNERSHIP AGREEMENT OF
                          FAIRVIEW PLAZA ASSOCIATES, LP

         This Limited Partnership Agreement (this "Agreement") is entered into
as of ______, 2003, between CIF-FAIRVIEW ASSOCIATES, LLC, a Delaware limited
liability company (the "Developer Partner"), and FAIRPORT ASSOCIATES, LP, a
Delaware limited partnership (the "Limited Partner").

                                    ARTICLE 1

                                   DEFINITIONS

         Section 1.1. Definitions. As used in this Agreement, the following
terms shall have the following meanings:

         "Act" means the Delaware Revised Uniform Limited Partnership Act, as it
may be amended from time to time.

         "Additional Capital Contribution" has the meaning assigned to such term
in Section 6.2.

         "Adjusted Capital Account Deficit" means, with respect to any Partner
for any taxable year or other period, the deficit balance, if any, in such
Partner's Capital Account as of the end of such year or other period, after
giving effect to the following adjustments:

             (a) Credit to such Capital Account any amounts that such Partner is
obligated to restore or is deemed obligated to restore as described in the
penultimate sentence of Regulation Section 1.704-2(g)(1) and in Regulation
Section 1.704-2(i)(5); and

             (b) Debit to such Capital Account the items described in Regulation
Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

         "Affiliate" means, with respect to a Person, another Person, directly
or indirectly, through one or more intermediaries, controlling, controlled by,
or under common control with the Person in question. The term "control" as used
in the preceding sentence means, with respect to a Person that is a corporation,
the right to exercise, directly or indirectly, more than 5% of the voting rights
attributable to the shares of the controlled corporation, and, with respect to a
Person that is not a corporation, the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of the
controlled Person.

         "Approved Loans" shall mean loans made to the Partnership which are
approved in writing by the Limited Partner. The Mortgage Loan shall be an
Approved Loan.


                                      -2-

<PAGE>


         "Bankruptcy" means, with respect to a Person, the occurrence of (1) an
assignment by the Person for the benefit of creditors; (2) the filing by the
Person of a voluntary petition in bankruptcy; (3) the entry of a judgment by any
court that the Person is bankrupt or insolvent, or the entry against the Person
of an order for relief in any bankruptcy or insolvency proceeding; (4) the
filing of a petition or answer by the Person seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation; (5) the filing by the
Person of an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against it in any proceeding for
reorganization or of a similar nature; (6) the consent or acquiescence of the
Person to the appointment of a trustee, receiver or liquidator of the Person or
of all or any substantial part of its properties; or (7) any other event which
would cause the Person to cease to be a Partner of a limited partnership under
Section 18-304 of the Act.

         "Business Day" means any day other than Saturday, Sunday, or other day
on which commercial banks in New York are authorized or required to close under
the laws of the State of New York.

         "Capital Account" shall have the meaning set forth in Section 9.1.

         "Capital Contribution" means, with respect to each Partner, the amount
of (a) cash and the initial Gross Asset Value of any property (net of
liabilities assumed by the Partnership resulting from such contribution and
liabilities to which the property is subject) contributed to the Partnership by
that Partner plus (b) with the Limited Partner's written consent, the amount of
such Partner's payments made to creditors of the Partnership after the date
hereof with respect to Partnership obligations (until such amount is reimbursed
to such Partner).

         "Capital Proceeds" means funds of the Partnership arising from a
Capital Transaction, less (a) the actual costs incurred by the Partnership with
third parties in consummating the Capital Transaction, (b) the amount of any
Approved Loan repaid from such funds, and (c) reserves approved by the Partners
in amounts reasonably estimated to be required to pay Partnership or expenses.

         "Capital Transaction" means the sale, financing, refinancing or similar
transaction of or involving any part or all of the Project Interests (including
condemnation awards, payment of title insurance proceeds or casualty loss
insurance proceeds [other than business interruption or rental loss insurance
proceeds], to the extent such awards and proceeds are not applied to mortgage
indebtedness and not used to repair damage caused by a casualty or taking or in
alleviation of any title defect).

                                      -3-

<PAGE>

         "Certificate" shall mean a certificate of limited partnership dated
December __, 2002 filed pursuant to the Act forming the Partnership.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any corresponding provisions of succeeding law.

         "Depreciation" means, for each taxable year or other period, an amount
equal to the federal income tax depreciation, amortization or other cost
recovery deduction allowable with respect to an asset for the year or other
period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of the year or
other period, Depreciation will be an amount which bears the same ratio to the
beginning Gross Asset Value as the federal income tax depreciation, amortization
or other cost recovery deduction for the year or other period bears to the
beginning adjusted tax basis, provided that if the federal income tax
depreciation, amortization, or other cost recovery deduction for the year or
other period is zero, Depreciation will be determined with reference to the
beginning Gross Asset Value using any reasonable method selected by the General
Partner, subject to the Limited Partner's approval. Notwithstanding the
foregoing of this definition, if the Company has adopted the "remedial
allocation method" described in Section 1.704-3(d) of the Regulations with
respect to any asset, Depreciation for such asset shall be determined in
accordance with Section 1.704-3(d)(2) of the Regulations, rather than in
accordance with the preceding sentence.

         "Fairport Partnership Agreement" shall mean the Partnership Agreement
of Fairport Associates, LP dated as of January__,2003 between Kimco Preferred
Investor III, Inc. and CIF-Fairport Associates, LLC, as the same may hereafter
be amended or restated.

         "GAAP" means generally accepted accounting principles, consistently
applied.

         "General Partner" means the Partner designated as a General Partner in
accordance with this Agreement, until such Person ceases to be the General
Partner.

         "Gross Asset Value" has the meaning assigned to it in Section 9.2.

         "Lease Parameters" shall mean the lease parameters that the Developer
Partner and the Limited Partner agree upon from time to time in writing.

                                      -4-

<PAGE>



         "Major Decision" has the meaning assigned to such term in Section
4.1(b).

         "Management Agreement" has the meaning assigned to such term in Section
4.8.

         "Mortgage" has the meaning assigned to such term in Section 14.2.

         "Mortgage Loan" shall mean the mortgage loan in the sum of
$6,080,000.00 to be made by General Electric Capital Corporation to the
Partnership pursuant to a Loan Agreement to be entered into between the
Partnership and General Electric Capital Corporation.

         "Net Cash Flow" for any period means Net Operating Income for such
period less debt service on Approved Loans actually paid during such period.

         "Net Operating Income" for any period means the amount by which
Operating Revenues for such period exceed Operating Expenses for such period.

         "Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a given period
equals the excess, if any, of the net increase, if any, in the amount of
Partnership Minimum Gain during such period, over the aggregate amount of any
distributions during such period of proceeds of a Nonrecourse Liability that are
allocable to an increase in Partnership Minimum Gain, determined according to
the provisions of Regulations Section 1.704-2(c).

         "Nonrecourse Liability" has the meaning set forth in Regulations
Section 1.704-2(b)(3).

         "Operating Budget" means the annual budget, prepared by the General
Partner and submitted in writing to, and approved by, the Limited Partner, and
setting forth the estimated capital and operating expenses of the Partnership
for the then current or immediately succeeding calendar year and for each month
and each calendar quarter of such calendar year, in such detail as the Limited
Partner shall reasonably require.

         "Operating Expenses" means, for any period, amounts actually paid by
the Partnership for such period (calculated on a cash basis), for operating
expenses of the Project, for capital expenditures not paid from the Partners'
Capital Contributions, for indemnification obligations incurred under Section
4.9 and for reserves actually funded and approved by the Limited Partner (or
permitted under the current Operating Budget). Operating Expenses shall not
include debt service on Approved Loans, and any non-cash expenses such as
depreciation or amortization.

                                      -5-
<PAGE>

         "Operating Revenues" means, for any period, the gross receipts of the
Partnership (calculated on a cash basis) arising from the ownership and
operation of the Project during such period, including proceeds of any business
interruption insurance maintained by the Partnership from time to time, but
specifically excluding Capital Proceeds and Capital Contributions.

         "Partner Nonrecourse Debt" means "partner nonrecourse debt" as defined
in Regulations Sections 1.704-2(b)(4).

         "Partner Nonrecourse Debt Minimum Gain" means an amount, with respect
to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that
would result if such Partner Nonrecourse Debt were treated as a Nonrecourse
Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

         "Partner Nonrecourse Deductions" means "partnership nonrecourse
deductions" as defined in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

         "Partners" means the Limited Partner, the Developer Partner, and each
Person hereafter admitted as a Partner in the Partnership in accordance with
this Agreement, until such Person ceases to be a Partner of the Partnership.

         "Partnership" means Fairview Plaza Associates, LP, a Delaware limited
partnership, or any successor thereto.

         "Partnership Interests" means all of the rights and interests of
whatsoever nature of the Partners in the Partnership, including without
limitation the right to participate in management to the extent herein expressly
provided, to receive distributions of funds, and to receive allocations of
income, gain, loss, deduction, and credit.

         "Partnership Minimum Gain" means "partnership minimum gain" as defined
in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

         "Person" means an individual or entity.

         "Profits" and "Losses" mean, for each taxable year or other period, an
amount equal to the taxable income or loss of the Partnership for the year or
other period, determined in accordance with Section 703(a) of the Code
(including all items of income, gain, loss or deduction required to be stated
separately under Section 703(a)(1) of the Code), with the following adjustments:

         1. Any income that is exempt from federal income tax and not otherwise
taken into account in computing Profits or Losses will be added to taxable
income or loss;


                                      -6-
<PAGE>

         2. Any expenditures described in Code Section 705(a)(2)(B) or treated
as Section 705(a)(2)(B) expenditures under Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits
or Losses, will be subtracted from taxable income or loss;

         3. Gain or loss resulting from any disposition of property with respect
to which gain or loss is recognized for federal income tax purposes will be
computed by reference to the Gross Asset Value of the property, notwithstanding
that the adjusted tax basis of the property differs from its Gross Asset Value;

         4. In lieu of depreciation, amortization and other cost recovery
deductions taken into account in computing taxable income or loss, there will be
taken into account Depreciation for the taxable year or other period;

         5. Any items which are specially allocated under Section 9.3(c),
9.3(d), or 9.3(e) will not affect calculations of Profits or Losses; and

         6. If the Gross Asset Value of any Partnership asset is adjusted under
Section 9.2(b) or 9.2(c), the adjustment will be taken into account as gain or
loss from disposition of the asset for purposes of computing Profits or Losses.

         "Project" means the land and the improvements located thereon known as
Fairview Plaza, located in New Cumberland, Pennsylvania, consisting of
approximately 6.768 acres with a shopping center constructed thereon.

         "Regulations" means the regulations promulgated by the United States
Department of the Treasury pursuant to and in respect of provisions of the Code.
All references herein to sections of the Regulations shall include any
corresponding provisions of succeeding, similar, substitute proposed or final
Regulations.

         "Regulatory Allocations" has the meaning assigned to it in Section
9.4(d).

         "Removal Event" has the meaning assigned to such term in Section 4.4.

         "Sharing Ratios" means the percentages in which the Partners
participate in, and bear, certain Partnership items specified in this Agreement.
The initial Capital Sharing Ratios of the Partners are as follows:

                               Developer Partner    1%
                               Limited Partner     99%


                                      -7-
<PAGE>

         "Transfer" means, with respect to a particular property, right or
interest, the assignment, sale, transfer, pledge, disposition, hypothecation,
mortgage, pledge or the grant of a lien or security interest in such right or
interest (or any part thereof), whether voluntarily, involuntarily or by
operation of law, and whether for consideration or no consideration.

                                    ARTICLE 2

                      ORGANIZATIONAL MATTERS; PURPOSE; TERM

         Section 2.1. Formation of Partnership. The Partnership has been
organized as a Delaware limited partnership by filing the Certificate under the
Act.

         Section 2.2. Name. The name of the Partnership shall be Fairview Plaza
Associates, LP, and all Partnership business must be conducted in that name or
such other name as the General Partner and the Limited Partner approve.

         Section 2.3. Registered Office; Registered Agent; Principal Office. The
registered office and the registered agent of the Partnership shall be as
specified in the Certificate or as designated by the General Partner with the
Limited Partner's approval. The principal office of the Partnership shall be at
c/o SKR Brentway, 44 South Bayles Avenue, Suite 304, Port Washington, New York
11050, or at such other location as the General Partner and the Limited Partner
approve.

         Section 2.4. Foreign Qualification. Before the Partnership conducts
business in any jurisdiction other than Delaware, the General Partner shall
cause the Partnership to comply with all requirements necessary to qualify the
Partnership as a foreign limited partnership in that jurisdiction. At the
request of the General Partner, each Partner shall execute, acknowledge, swear
to, and deliver all certificates and other instruments conforming with this
Agreement that are necessary or appropriate to qualify, continue, or terminate
the Partnership as a foreign limited liability Partnership in all jurisdictions
in which the Partnership may conduct business.

         Section 2.5. Purpose and Scope; Actions Consistent with Certificate.
The purposes and scope of the Partnership's activities are strictly limited to
acquiring, maintaining, owning, leasing, and selling the Project; financing the
foregoing activities; and performing all other activities reasonably necessary
or incidental to the furtherance of such purposes. The Partnership shall not
take any action inconsistent with the Certificate and, to the extent of any
inconsistencies between this agreement and the provisions of the Certificate,
provisions of the Certificate shall control. The Partnership shall conduct its


                                      -8-

<PAGE>

business at all times so as to comply with the requirements of the Certificate.
The provisions of this Section 2.5 are subject in all respects to the "special
purpose entity" provisions of Article 12. In addition, the Partnership shall at
all times conduct its business so as to comply with the provisions of Article 12
of this Agreement, notwithstanding any other provision in this Agreement to the
contrary. The Partners acknowledge receipt of the documents evidencing and
securing the Mortgage Loan and are aware of provisions in such documents
providing for a default upon occurrence of, among other things, certain property
transfers and transfers of interests in the Partnership; the incurrence of
certain indebtedness; the creation of certain liens; and the liquidation or
dissolution of the Partnership or the General Partner, in each case as more
particularly set forth in the documents evidencing or securing the Mortgage
Loan.

         Section 2.6. Term. The Partnership shall commence on the effective date
of the Certificate and shall terminate on May 31, 2037, unless sooner dissolved
as herein provided.

                                    ARTICLE 3

                     PARTNERSHIP; DISPOSITIONS OF INTERESTS

         Section 3.1. Partners. The initial Partners of the Partnership are the
Limited Partner and the Developer Partner, each of which is admitted to the
Partnership as a Partner as of the date hereof.

         Section 3.2. Dispositions of Partnership Interests.

                  (a) General Restriction. No Partner may Transfer all or any
portion of its Partnership Interest, except with the consent of the other
Partner or as permitted in Sections 3.2(b) or 3.2(c). Any attempted Transfer of
all or any portion of a Partnership Interest, other than in strict accordance
with this Section 3.2, shall be void. Except as permitted in Sections 3.2(b) or
3.2(c), a Person to whom a Partnership Interest is Transferred may be admitted
to the Partnership as a Partner only with the consent of the other Partner,
which may be given or withheld in the other Partner's sole and absolute
discretion. In connection with any Transfer of a Partnership Interest or any
portion thereof, and any admission of an assignee of a Partnership Interest as a
Partner, the Partner making such Transfer and the assignee shall furnish the
other Partner with such documents regarding the Transfer as the other Partner
may reasonably request (in form and substance reasonably satisfactory to the
other Partner), including a copy of the Transfer instrument, a ratification by
the assignee of this Agreement (if the assignee is to be admitted as a Partner),
a legal opinion that the Transfer complies with applicable federal and state
securities laws, and a legal opinion that the Transfer will not result in the


                                      -9-

<PAGE>

Partnership's termination under Section 708 of the Code. For purposes hereof, a
Transfer shall be deemed to have occurred with respect to a Partner's
Partnership Interest upon any Transfer of an interest in that Partner or in any
entity which directly or indirectly controls such Partner.

                  (b) Permitted Transfers. The Developer Partner may assign all
or a portion of its Partnership Interest (direct or indirect) with the consent
of Limited Partner, such consent not to be unreasonably withheld, to any
Affiliate of the Developer Partner (in which Developer Partner owns at least a
51% interest) or to an Affiliate of Cedar Income Fund Partnership, L.P. (in
which Cedar Income Fund Partnership, L.P., directly or indirectly, owns at least
a 51% interest) and, at the election of the Developer Partner, upon any
assignment that transferee shall be admitted as a Partner. Transfers of
interests in the Developer Partner may also be made (without Limited Partner's
consent) to Affiliates of Developer Partner or Cedar Income Fund Partnership,
L.P. so long as not more than 49% of such interests, in the aggregate, are
Transferred and Limited Partner receives prior written notice thereof. Transfers
of interests in Cedar Income Fund Partnership, L.P. may be made at any time
without Limited Partner's consent. The Limited Partner may Transfer its
interests only with the written consent of Kimco Preferred Investor III, Inc.,
its successors and assigns.

         Section 3.3. Creation of Additional Partnership Interests. Additional
Partnership Interests may be created and issued to existing Partners or to other
Persons, and such other Persons may be admitted to the Partnership as Partners,
with the approval of the General Partner and the Limited Partner, on such terms
and conditions as the General Partner and the Limited Partner may determine at
the time of admission. The General Partner may reflect the admission of any new
Partners or the creation of any new class or group of Partner in an amendment to
this Agreement which shall be valid if executed by the General Partner and
Limited Partner.

         Section 3.4. Resignation; Redemption. A Partner may not resign or
withdraw from the Partnership without the consent of the other Partners. A
Partnership Interest may not be redeemed or purchased by the Partnership without
the written consent of the Limited Partner.

         Section 3.5. Information. In addition to the other rights specifically
set forth in this Agreement, each Partner is entitled to the following
information under the circumstances and conditions set forth in the Act: (a)
true and full information regarding the status of the business and financial
condition of the Partnership; (b) promptly after becoming available, a copy of
the Partnership's federal, state and local income tax returns for each year; (c)
a current list of the name and last known business, residence or mailing address
of each Partner and General Partner; (d) a copy of this Agreement, the


                                      -10-
<PAGE>

Partnership's certificate of formation, and all amendments to such documents;
(e) true and full information regarding the amount of cash and a description and
statement of the agreed value of any other property or services contributed by
each Partner and which each Partner has agreed to contribute in the future, and
the date on which each became a Partner; and (f) other information regarding the
affairs of the Partnership to which that Partner is entitled pursuant to Section
17-305 of the Act (including all Partnership books and records). Under no
circumstances shall any information regarding the Partnership or its business be
kept confidential from any Partner.

         Section 3.6. Liability to Third Parties. No Partner shall be liable for
the debts, obligations or liabilities of the Partnership.

                                    ARTICLE 4

                            MANAGEMENT OF PARTNERSHIP

         Section 4.1.  Management.

                  (a) General Partner. The Developer Partner shall initially be
the sole General Partner. The General Partner shall manage the affairs of the
Partnership and make all decisions with regard thereto, except where (1) the
Limited Partner's approval is required under this Agreement or (2) the approval
of any of the Partners is expressly required by a non-waivable provision of
applicable law. The Limited Partner shall have sole authority to enforce any
agreement between the Partnership and the Developer Partner (or its Affiliates)
and to make all determinations on behalf of the Partnership with respect
thereto, which determinations shall be reasonably made.

                  (b) Actions Requiring Approval of the Limited Partner. Neither
the General Partner nor the Partnership may take any action described below (the
"Major Decisions") unless it has been approved in writing by the Limited Partner
(and any such action taken without Limited Partner's written consent shall be
null and void):

                       (1) Any sale, transfer, exchange, mortgage, financing,
hypothecation or encumbrance (except as otherwise provided in this Agreement) of
all or any part of the Project, or any lease of the entire Project; however, the
General Partner may make incidental sales, exchanges, conveyances, or transfers
of Partnership personalty or fixtures in the ordinary course of business if such
transaction, together with all other such transactions in the calendar year in
question, involves property having a value or sales price of less than $25,000
in the aggregate. The Partners approve the assumption by the Partnership of the
Mortgage Loan and the Partners approve the execution by the Partnership of any
document necessary to evidence or secure the obligation of the Partnership to


                                      -11-

<PAGE>

assume, repay and secure the Mortgage Loan. Notwithstanding the foregoing, if
the Developer Partner is the General Partner, no sale, transfer or exchange of
the Project shall be permitted prior to and including December 31, 2007.

                       (2) Determination of major accounting policies of the
Partnership, including selection of accounting methods and making various
decisions regarding treatment and allocation of transactions for federal and
state income, franchise or other tax purposes.

                       (3) Determination of the terms and conditions of all
borrowings of the Partnership and the identity of the lender thereof; guaranty
the debt of any other Person, or permit the Partnership to incur any debt or
other obligations other than Approved Loans or trade payables with respect to
the Project. The Limited Partner has approved the Mortgage Loan as a permitted
borrowing of the Partnership. Notwithstanding the provisions of Sections
4.1(b)(1), 4.1(b)(3) and 4.1(b)(7), the General Partner may at any time, without
the consent of the Limited Partner, cause the Partnership to refinance the
Mortgage Loan or any other Approved Loan with an institutional lender on terms
no less favorable than those in effect at the time of the refinance, so long as
(a) Limited Partner receives notice of such refinancing at least thirty (30)
days prior to closing and also receives copies of all loan document drafts prior
to closing and (b) such refinancing does not require payment of any prepayment
premium, yield maintenance fee or similar fee to the existing lender (which,
when considered together with all other terms of such refinancing, would result
in overall terms less favorable than those in effect at the time of such
refinance).

                       (4) Making any expenditure or incurring any obligation by
or for the Partnership in excess of 120% of the amount set forth therefor on an
Operating Budget; however, if emergency repairs to the Project are necessary to
avoid imminent danger of injury to the Project or to an individual, the General
Partner may cause the Partnership to make such expenditures as may be necessary
to alleviate such situation and shall promptly notify the Limited Partner in
writing of the event giving rise to such repairs and the actions taken with
respect thereto.

                       (5) Requiring Additional Capital Contributions.

                       (6) Approval of the execution of any lease of any part or
all of the Project, the form of lease agreements, guidelines for minimum rental
rates, minimum and maximum length of lease terms, brokerage commissions, credit
standing of tenants, and approval of any lease amendments which extend the lease
term by more than one year (unless the right to extend is set forth in the
lease), reduce the rent or give a tenant additional rights or options;
notwithstanding the foregoing, the Partnership shall be permitted (without the
consent of Limited Partner) to execute leases and lease amendments that (i) meet


                                      -12-
<PAGE>

the Lease Parameters and (ii) are on a form of lease or lease amendment that has
been approved by the Limited Partner. The Partnership may also execute lease
amendments without the written consent of the Limited Partner if the lease
amendment does not extend the lease term by more than one year.

                       (7) Approval of property manager, leasing agents,
management agreements, construction contracts, and brokerage agreements for the
Project; insurance coverages, the underwriters thereof and claims related
thereto; zoning changes, reciprocal operating agreements, cross-easement
agreements and similar agreements; annual Operating Budgets, including the
amount of reserves for capital improvements, replacements and purchases, tenant
improvements, and leasing commissions included in such Operating Budget;
material modifications of any of the foregoing; and all matters relating to the
Project's compliance with environmental, health, access, and other laws, if and
to the extent that any of the foregoing agreements or actions to be entered into
or taken by the Partnership shall be outside the ordinary course of business of
the Partnership (unless approval of a particular matter is required by another
express term of this Agreement), although General Partner shall provide Limited
Partner with copies of any of the foregoing items before finalizing such items
whether or not Limited Partner's approval is required; and provided further that
all insurance coverages shall comply with insurance required by any Mortgage
Loan and all liability policies shall name Limited Partner as an additional
insured.

                       (8) Using or referencing in any way the name of, or any
affiliation with, the Kimco Realty Corporation or any of its Affiliates in any
advertising.

                       (9) Taking of any legal action (including the filing of
any bankruptcy or insolvency proceeding by or an behalf of the Partnership),
except approval of the Partnership initiating action to collect rentals and
other amounts payable to the Partnership under leases and other occupancy
agreements affecting the Project and evicting tenants and terminating the leases
of tenants who are in default under their leases and defending against tenant
claims and liability claims for which the Partnership maintains insurance
(except that the Partnership may not terminate any lease of a tenant who is not
in default under its lease without the Limited Partner's written consent).

                       (10) Filing of any petition or consenting to the filing
of any petition that would subject the Partnership to a Bankruptcy.

                       (11) Entering into any agreement with the Developer
Partner or an Affiliate of the Developer Partner.


                                      -13-

<PAGE>

                       (12) Merging or consolidating the Partnership, with or
into any Person, or dissolving, terminating or liquidating the Partnership.

                       (13) Amend or terminate the Certificates.

                       (14) Permit the Partnership to enter into any leases (or
amendments of leases) of the Project or undertake any other activity if the rent
from Project leases would (assuming the Limited Partner were the sole owner of
the Project) fail to qualify as "rents from real property" (as such term is
defined in ss. 856 of the Code) or would subject Limited Partner or Kimco Realty
Corporation to taxes under sections 857 or 4981 of the Code. For example, a
"percentage rent" or other provision in a lease providing for payment of a
portion of rent based on the income or profits of a tenant, unless such clause
is based on a fixed percentage or percentages of gross receipts or gross sales,
would be prohibited unless consented to by the Limited Partner. (Such a
percentage rent clause may be based upon gross receipts or sales in excess of a
fixed dollar amount, but only if (i) the fixed dollar amount does not depend in
whole or in part on the income or profits of the tenant, and (ii) the percentage
and the fixed amount must be fixed at the time the lease is executed and may not
be renegotiated during the term of the lease).

                       (15) Permit the Partnership to approve a sublease of the
Project having any percentage rent clauses, other than percentage rent clauses
complying with the immediately preceding subparagraph 14.

                       (16) Engage directly in construction activities without
using an independent contractor or independent subcontractors (for example,
construction of tenant improvements) without the written consent of the Limited
Partner, unless the costs of such construction activities are within the
Approved Budget or are otherwise approved by the Limited Partner.

                       (17) Permit the Partnership to increase, modify,
consolidate, prepay, or extend any Approved Loan. Notwithstanding the provisions
of Sections 4.1(b)(1), 4.1(b)(3) and 4.1(b)(7), the General Partner may at any
time, without the consent of the Limited Partner, cause the Partnership to
refinance the Mortgage Loan or any other Approved Loan with an institutional
lender on terms no less favorable than those in effect at the time of the
refinance, so long as (a) Limited Partner receives notice of such refinancing at
least thirty (30) days prior to closing and also receives copies of all loan
document drafts prior to closing and (b) such refinancing does not require
payment of any prepayment premium, yield maintenance fee or similar fee to the
existing lender (which, when considered together with all other terms of such
refinancing, would result in overall terms less favorable than those in effect
at the time of such refinance).


                                      -14-


<PAGE>

                       (18) Make any loans to the Partnership, any Partner, any
Affiliate of a Partner, or any other party.

                       (19) Cause the Partnership to make any distribution of
property in kind to any Partner.

                       (20) Change the nature of the business conducted by the
Partnership.

                       (21) Take any action inconsistent with the Certificate.

                  (c) Obligations of the General Partner. The General Partner
shall discharge its duties in a good and proper manner as provided for in this
Agreement. The General Partner, on behalf of the Partnership, shall in good
faith use all reasonable efforts to implement all Major Decisions approved by
the Limited Partner, enforce agreements entered into by the Partnership, and
conduct the ordinary business and affairs of the Partnership in accordance with
good industry practice and this Agreement. The General Partner shall not
delegate any of its rights or powers to manage and control the business and
affairs of the Partnership without the prior written consent of the Limited
Partner.

                  (d) Operating Budgets. The Partnership shall operate under an
annual Operating Budget, draft of which shall be prepared and submitted by the
General Partner to the Limited Partner for approval. After a draft annual
Operating Budget has been approved, the General Partner shall use diligent good
faith efforts to implement the Operating Budget on behalf of the Partnership and
may cause the Partnership to incur the expenditures and obligations therein
provided. Within 45 days after the date hereof the General Partner shall prepare
and submit to the Limited Partner for approval a proposed Operating Budget for
the period beginning with the anticipated acquisition date of the Project and
ending on December 31, 2002. If an Operating Budget is not approved by the
Limited Partner by the acquisition date of the Project, the General Partner may
incur commercially reasonable expenses to operate the Project; however, no
expenditures shall be made for capital items, to Affiliates of the Developer
Partner (other than payment of the Management Fee in accordance with the
Property Management Agreement), or in excess of $10,000 without the approval of
the Limited Partner. Thereafter, the General Partner shall deliver to the
Limited Partner for approval a proposed Operating Budget for each calendar year
by November 1 of the preceding calendar year. Provided that the Limited Partner
receives the proposed Operating Budget for each calendar year by November 1 of
the preceding calendar year, together with all supporting information necessary
for the Limited Partner to review the Operating Budget, the Limited Partner will
approve, reject, or provide changes to the Operating Budget by December 15 of
the year in which the proposed Operating Budget was submitted to the Limited


                                      -15-

<PAGE>

Partner. If an Operating Budget for any calendar year has not been approved by
January 1 of that year, the Partnership shall continue to operate under the
Operating Budget for the previous year with such adjustments as may be necessary
to reflect deletion of non-recurring expense items set forth on the previous
Operating Budget and increased insurance costs, taxes, utility costs, and debt
service payments; however, no payments or reimbursements to the Developer
Partner or any of its Affiliates (other than payment of the management fee in
accordance with the previous Operating Budget and reimbursements to the Property
General Partner for out-of-pocket expenses incurred in connection with the
Project and in accordance with the previous Operating Budget) nor capital
expenditures (other than deposits into the Capital Reserve) shall be made by the
Partnership for that year until an Operating Budget for such year is approved,
unless the Limited Partner specifically consents thereto in writing.
Notwithstanding anything to the contrary set forth in Section 4.1(d), although
the General Partner shall be required to submit an annual Operating Budget to
the Limited Partner, the General Partner shall only be required to obtain the
Limited Partner's consent to or approval of such Operating Budget if required
under the definition of "Operating Budget".

                  (e) Limited Partner. Whenever this Agreement requires the
consent or approval of the Limited Partner or the Partners to a certain matter,
the consent or approval of the Limited Partner shall not be effective without
the consent of the then general partner of the Limited Partner and of Kimco
Preferred Investor III, Inc. (a limited partner of the Limited Partner), its
successors and assigns. Whenever the Limited Partner is given the right to take
any action pursuant to this Agreement, such action must be approved by Kimco
Preferred Investor III, Inc., its successors and assigns.

         Section 4.2.  Meetings of Partners.

                  (a) Regular Meetings. The Partners shall hold annual meetings
after the General Partner submits an Operating Budget to the Limited Partner for
its review, to discuss the Project, and to discuss such other matters regarding
Partnership business as the Partners may elect. Any such meeting may be held by
phone with the written consent of the Limited Partner.

                  (b) Special Meetings. Special meetings of the Partners may be
called by the General Partner or by the Limited Partner at any time by
delivering at least two-business days' prior notice thereof to the other Partner
to discuss such matters regarding Partnership business as the Partners may
elect. Any such meeting may be held by phone with the written consent of the
Limited Partner.

                  (c) Procedure. Each Partnership meeting shall be held at the
principal place of business of the Partnership, unless the Partners otherwise


                                      -16-

<PAGE>

agree. Attendance of a Person at a meeting shall constitute a waiver of notice
of such meeting, unless such Person attends the meeting for the purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened. A Person may vote at such meeting by written
proxy executed by that Person and delivered to a General Partner or Partner. A
proxy shall be revocable unless it is stated to be irrevocable. Any action
required or permitted to be taken at such meeting may be taken without a
meeting, without prior notice, and without a vote if a consent or consents in
writing, setting forth the action so taken, is signed by the General Partner and
the Partners that would be necessary to take the action at a meeting at which
all Partners were present and voted. Any meeting may take place by means of
telephone conference, video conference, or similar communication equipment by
means of which all Persons participating therein can hear each other.

         Section 4.3.  Intentionally Omitted.

         Section 4.4. Removal of General Partner. The General Partner may be
removed by the Limited Partner as provided herein under the following
circumstances (each, which is not cured by the Developer Partner within the
period set forth herein, a "Removal Event"):

                  (a) A Transfer in violation of Section 3.2(a) occurs, or
Developer Partner (1) commits a criminal act (which has an adverse effect on the
Partnership or the Limited Partner), (2) misapplies any funds derived from the
Project, including security deposits, insurance proceeds or condemnation awards,
which action has an adverse effect on the Partnership or the Limited Partner;
(3) commits fraud, misrepresentation, gross negligence or willful misconduct
(which has an adverse effect on the Partnership or the Limited Partner); (4)
fails to maintain insurance as required by this Agreement or to pay or provide
for payment of any taxes or assessments affecting the Project provided that
funds are available to the Partnership with which to do so (which has an adverse
effect on the Partnership or the Limited Partner); or (5) intentionally damages
or destroys the Project, or any part thereof not covered by insurance.

                  (b) Failure of the Developer Partner to make Additional
Capital Contributions so that the outstanding aggregate amount of all unpaid
Additional Capital Contributions of the Developer Partner exceed $50,000.

                  (c) Bankruptcy of the Partnership.

                  (d) The liquidation or dissolution of the General Partner.

                  (e) Bankruptcy of the General Partner (a "Bankruptcy Removal
Event").



                                      -17-

<PAGE>

                  (f) The occurrence of a material default by an Affiliate of
the Developer Partner under any management or other service contract between the
Partnership and an Affiliate of the Developer Partner and the General Partner's
failure within thirty (30) days of the giving of notice thereof by the Limited
Partner to the Developer Partner to cause such contract to be terminated and
replaced with a contract with a non-affiliated third party.

                  (g) A Major Decision is made or taken without Limited
Partner's written consent (and, in the case of Major Decisions specified in
clauses (2), (4), (6), (7), (9) or (16) taken without Limited Partner's written
consent, there is an adverse effect to either the Partnership or Limited Partner
as a result of the action so taken).

                  (h) The Partnership fails to make a distribution to Limited
Partner as and when required pursuant to Sections 8.1 or 8.2.

                  (i) The material breach by Developer Partner of a covenant set
forth in this Agreement, the breach of which is not otherwise specified in this
Section 4.4.

                  (j) A default (beyond expiration of any applicable grace or
notice period) shall occur under either the Guaranty or the Security Agreement.

                  (k) A Removal Event (as defined in the Fairport Partnership
Agreement) shall occur and be continuing.

                  If Limited Partner shall have reasonably determined that a
Removal Event has occurred, Limited Partner shall give written notice thereof to
Developer Partner together with a detailed specification of the claimed Removal
Event and the circumstances thereof. If such Removal Event shall be reasonably
susceptible of cure, Developer Partner shall have the right to cure such Removal
Event within the thirty (30) day period following receipt of notice thereof from
the Limited Partner. Notwithstanding anything in this paragraph to the contrary,
however, (i) no cure rights shall be available with respect to Removal Events
specified in Sections 4.4(a)(1), (2), (3) and (5) and Sections 4.4(c), (e) or
(k) and (ii) if the notice is given by Preferred Member with respect to a
Removal Event specified in Section 4.4(a)(4) or 4.4(h) the cure period shall be
5 business days. If Developer Partner shall fail to cure such Removal Event
within such thirty (30) day period, then, subject to the rights of Developer
Partner and Limited Partner to cause such matter to be submitted to arbitration,
the Limited Partner may remove Developer Partner as the General Partner, in
which event (i) the Limited Partner may appoint itself or an Affiliate of the
Limited Partner, or a third party, as General Partner. If the Removal Event
arises because of an event specified in Sections 4.4 (a)(1), (2), (3) or (5),



                                     -18-

<PAGE>

4.4(g) (which has an adverse effect on the Partnership or Limited Partner), or
4.4(h) of this Agreement or the Fairport Partnership Agreement, the Limited
Partner may at any time elect (by written notice to the Developer Partner) to
purchase the Partnership Interest of the Developer Partner for a purchase price
equal to the difference between (A) the lesser of (i) an amount which the
Developer Partner would receive if the Project were sold for its fair market
value (less Imputed Closing Costs), or (ii) the unreturned Capital Contributions
of the Developer Partner, less (B) all damages and costs incurred by the
Partnership in connection with such Removal Event.

                  The fair market value of the Project shall be determined by
the Limited Partner and the Developer Partner (or its representative) within 30
days after the Limited Partner elects to purchase such Partnership Interest. If
such Persons are unable to agree on the fair market value of the Project, the
Limited Partner, by notice to the Developer Partner (or its representative), may
require the determination of the fair market value to be made by an independent
appraiser specified in that notice. If the Person receiving that notice objects
to the independent appraiser designated therein within ten days after it
receives such notice and the Limited Partner and such Person fail to agree on an
independent appraiser, then either may request that the New York City, New York
office of the American Arbitration Association (the "AAA") designate an
independent appraiser, in which case the selection of the appraiser by the AAA
shall be binding on the parties. The determination of the selected appraiser
shall be final and binding on all parties. The Partnership shall pay the cost of
the appraisal. The closing of such transaction shall occur within 30 days after
the purchase price for the Partnership Interest in question is finally
determined.

                  If Limited Partner desires to remove Developer Partner as the
General Partner because a Removal Event (other than a Removal Event specified in
Section 4.4(k)) has occurred, then either the Developer Partner or the Limited
Partner shall have the right to require (by written notice to the other Partner)
that the issue of whether or not a Removal Event has occurred be submitted to
binding arbitration. The sole parties to such arbitration shall be the Developer
Partner and Limited Partner. The sole issues to be submitted to and determined
by such arbitration is whether or not a Removal Event has occurred, or, if a
Removal Event has occurred, whether mitigating factors exist sufficient to allow
Developer Partner to remain as the General Partner notwithstanding the
occurrence of such Removal Event (and in the case of any election by the Limited
Partner to purchase the Developer Partner's Partnership Interest (if
applicable), whether mitigating factors exist sufficient to deny the Limited
Partner the right to exercise such election). The arbitration shall be handled
in the following manner:

                                      -19-

<PAGE>

                           (i) The matter shall be submitted to binding
arbitration in New York City, New York in accordance with the rules of the AAA
then in effect, except as otherwise set forth in this Agreement. A single
arbitrator (not affiliated with any firm or organization providing services to
either party or their Affiliates) shall be selected.

                           (ii) Each party shall have the right to take limited
discovery, which shall in all event be completed within 60 days of the date
arbitration has been requested by either party, unless the other party shall
fail to cooperate in the taking of such discovery.

                           (iii) The matter shall be decided based on briefs and
affidavits submitted to the arbitrator, and without any testimony of live
witnesses, unless the arbitrator desires in its sole discretion to have a
hearing with witnesses.

                           (iv) The decision of the arbitrator shall be final
and non-appealable.

                           (v) Each party shall pay (x) its own attorneys' fees
and costs in submitting the matter to arbitration and (y) 50% of the fees of the
arbitrator. The losing party shall reimburse the prevailing party for any AAA
filing fees paid by the prevailing party and any arbitration order shall so
state the foregoing.

                           (vi) If the arbitrator decides that a Removal Event
has occurred without mitigating factors, the arbitrator shall enter an order (x)
declaring that a Removal Event has occurred, and (y) with the prevailing party's
consent, declaring that the Developer Partner shall cease to be the General
Partner of the Partnership and Limited Partner (or its designee) shall be the
new managing Partner. The arbitrator shall have the power to order injunctive
relief consistent with the foregoing.

                           (vii) The arbitrator shall not have any power to
enter any damage award except as specified in subsection (e) above.

                           Even if the parties elect to proceed to arbitration
concerning whether or not a Removal Event has occurred, either Partner shall be
permitted to pursue other remedies (at law or equity) permitted by this
Agreement for breach by the other Partner of its obligations hereunder.

                           If the Developer Partner is ever removed as the
General Partner, the Developer Partner shall have all rights of a limited
partner specified in the Act.

         Section 4.5. Reimbursement of Expenses. Each Partner shall be
reimbursed for all out-of-pocket expenses actually incurred by it directly in
conjunction with the business and affairs of the Partnership (including travel


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<PAGE>


costs, telephone costs, and similar expenses, but excluding any salary expenses,
employee expenses, and administrative expenses even if such excluded expenses
are incurred in connection with (or allocable to) Partnership business), to the
extent set forth on an Operating Budget or as otherwise approved in writing by
the Limited Partner. Upon request, the General Partner shall provide reasonable
supporting verification to the other Partners for all expenditures for which any
reimbursement is requested. The General Partner shall at all times maintain
insurance in amounts required by the Mortgage Loan provided that there are funds
available to the Partnership with which to do so and if there are no such funds
to do so General Partner shall give immediate written notice to Limited Partner
(but if the cost thereof exceeds by more than 10% the budgeted amount therefor
in an Operating Budget, the Developer Partner shall notify Limited Partner in
writing before paying the cost thereof).

         Section 4.6. Compensation of General Partner. Except for expense
reimbursements set forth in Section 4.5, no compensatory payment shall be made
by the Partnership to the General Partner or any Partner for the services to the
Partnership of such General Partner, Partner or any Partner or employee of such
Partner.

         Section 4.7.  Transactions with Affiliates.

                  (a) General. When any service or activity to be performed on
behalf of the Partnership is performed by an Affiliate of a Partner, the fee
payable for such service or activity shall not exceed the fee which would be
payable by the Partnership to an unaffiliated third party of comparable standing
providing the same services.

                  (b) Termination of Agreements with Affiliates. If the
Developer Partner is removed as General Partner as a result of the occurrence of
a Removal Event, then the Partnership may terminate all agreements with
Developer Partner's Affiliates without penalty or fee, and all such agreements
must contain a provision that allows for the exercise of the right of
termination under this Section 4.7(b). The Limited Partner may enforce this
provision on behalf of the Partnership.

         Section 4.8. Property Management Agreement. The Partnership is
contemporaneously entering into a Property Management Agreement ("Management
Agreement") with Brentway Management LLC ("Property Manager"), an Affiliate of
the Developer Partner, under which Property Manager shall manage and lease the
Project. The Management Agreement will provide that Property Manager shall be
paid fees more particularly set forth in the Management Agreement. The General
Partner or an Affiliate shall also be entitled to a fee on a sale or refinancing
equal to .75% of the sale price or refinance amount, as the case may be, subject

                                      -21-

<PAGE>

to a total cap on fees to third parties and the General Partner or its Affiliate
of 1.5% (for example, if an outside broker's fee is 1.5%, no fee shall be
payable to the General Partner or its Affiliate).

         Section 4.9. Indemnification; Reimbursement of Expenses; Insurance. To
the fullest extent permitted by the Act: the Partnership shall hold harmless,
indemnify and defend the General Partner from all losses, liabilities, claims,
damages, expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements of any kind or nature whatsoever, including the reasonable fees
and actual expenses of the General Partner's counsel, which arise, result from
or relate to any threatened, pending or completed action, suit or proceeding
("Proceeding"), relating to the ownership or operation of the Project or the
business of the Partnership (other than claims and liabilities excluded below),
including, without limitation, expenses incurred by the General Partner (1) in
advance of the final disposition of any Proceeding to which such General Partner
was, is or is threatened to be made a party, and (2) in connection with its as a
witness or other participation in any Proceeding. The foregoing indemnity shall
also extend to any Affiliate of the General Partner (including Cedar Income Fund
Partnership, L.P. and Cedar Income Fund Ltd.) which may execute an environmental
indemnity in favor of the holder of the Mortgage Loan such that such Affiliate
shall be reimbursed by the Partnership (prior to distributions to Partners) for
any amount paid on account of such environmental indemnity. The foregoing
indemnity shall also extend to any brokerage commissions or finder's fees
claimed by any broker or other party against the General Partner in connection
with the Project, or any of the transactions contemplated by this Agreement. The
Partnership shall indemnify and advance expenses to an Officer, employee or
agent of the Partnership to the same extent and subject to the same conditions
under which it may indemnify and advance expenses to General Partners under the
preceding sentence. The provisions of this Section 4.9 shall not be exclusive of
any other right under any law, provision of the Certificate or this Agreement,
or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to
actions constituting gross negligence, willful misconduct or bad faith, or
involving a breach of this Agreement, but shall apply to actions constituting
simple negligence. The Partnership may purchase and maintain insurance to
protect itself and any General Partner, officer, employee or agent of the
Partnership, whether or not the Partnership would have the power to indemnify
such Person under this Section 4.9. This indemnification obligation shall be
limited to the assets of Partnership and no Partner shall be required to make a
Capital Contribution in respect thereof.

          Section 4.10. Other Business Activities. Subject to the other express
provisions of this Agreement, each Partner, General Partner, Officer or
Affiliate thereof may engage in and possess interests in other business ventures
of any and every type and description, independently or with others, including


                                      -22-

<PAGE>

ones in direct or indirect competition with the Partnership, with no obligation
to offer to the Partnership or any other Partner, General Partner or Officer the
right to participate therein or to account therefor. The Partnership may
transact business with any Partner, General Partner, Officer or Affiliate
thereof, subject to the approval rights of the Limited Partner described herein,
provided the terms of those transactions are no less favorable than those the
Partnership could obtain from unrelated third parties. Each Partner and its
Affiliates has numerous ownership interests in other real estate projects and
neither Partner shall be required to offer any business opportunity or interest
to the Partnership.

         Section 4.11. Indemnification of Limited Partner. The Partnership shall
indemnify, defend and hold Limited Partner harmless from and against any and all
losses, liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments, suits, costs or disbursements of any kind or nature whatsoever,
including the reasonable fees and actual expenses of Limited Partner's counsel,
arising in connection with (1) any investigative, administrative, mediation,
arbitration, or judicial proceeding, commenced or threatened at any time against
Limited Partner (whether or not the Partnership is a party thereto), in any way
related to the execution, delivery or performance of this Agreement or to the
Project, and (2) any proceeding instituted by the seller of the Project against
Limited Partner (whether or not the Partnership is a party thereto), and (3) any
brokerage commissions or finder's fees claimed by any broker or other party
against Partnership or Limited Partner in connection with the Project, or any of
the transactions contemplated by this Agreement. Limited Partner shall not be
entitled to indemnification to the extent any of the foregoing are caused solely
by the Limited Partner's gross negligence or willful misconduct. This
indemnification obligation shall be limited to the assets of Partnership and no
Partner shall be required to make a Capital Contribution in respect thereof.

                                    ARTICLE 5

                            ACCOUNTING AND REPORTING

         Section 5.1.  Fiscal Year, Accounts, Reports.

                  (a) The fiscal year of the Partnership shall be the calendar
year.

                  (b) The books of account of the Partnership shall be kept and
maintained (at Partnership expense) by the General Partner on an accrual basis
in accordance with GAAP. The Partnership shall report its operations for tax
purposes on an accrual basis. The General Partner shall prepare a reconciliation
of such books and records to cash receipts and disbursements. The books of


                                      -23-
<PAGE>

account shall be kept at the principal place of business of the Partnership, and
shall at all times be available for inspection by the Partners. All
distributions of Net Cash Flow and Capital Proceeds shall be accompanied by
income statements prepared by the General Partner setting forth in detail the
calculation of the amount of each such distribution.

                  (c) The General Partner shall, at Partnership expense, furnish
to the Partners (1) on or before the 30th day after the end of each calendar
quarter, an unaudited statement setting forth and describing in reasonable
detail the receipts and expenditures of the Partnership during the preceding
month and comparing the results of operations of the Partnership for such month
and for the year to date to the appropriate Operating Budget, (2) on or before
90 days after the end of each fiscal year, a balance sheet of the Partnership
dated as of the end of such fiscal year, a statement of the Partners' Capital
Accounts, a statement of Net Cash Flow, and a statement setting forth the
Profits and Losses for such fiscal year, audited by an independent firm of
certified public accountants as selected by the General Partner and approved by
the Limited Partner (the Limited Partner hereby approves Ernst & Young, LLP as
the initial certified public accounting firm for the Partnership), and unaudited
statements of the foregoing for the prior calendar year shall be sent to the
Partners within 60 days following the end of each calendar year, and (3) from
time to time, all other information relating to the Partnership and the business
and affairs of each, reasonably requested by any Partner.

                  (d) Each Partner, at its expense, may at all reasonable times
during usual business hours audit, examine, and make copies of or extracts from
the books of account records, files, and bank statements of the Partnership.
Such right may be exercised by any Partner, or by its designated agents or
employees.

         Section 5.2. Bank Accounts. The General Partner shall open and maintain
(in the name of the Partnership) a special bank account or accounts in a bank or
savings and loan association, the deposits of which are insured, up to the
applicable limits, by an agency of the United States government, in which shall
be deposited all funds of the Partnership.

         Section 5.3. Financial Accounting Matters . The method by which the
financial statements of the Partnership shall be prepared (including the
allocation of all revenues and expenses, including depreciation, to the
respective Partner's Capital Accounts) shall be such reasonable method as is
employed by the General Partner for other properties of which it shall be the
owner or the general partner or managing Partner thereof.


                                      -24-

<PAGE>

                                    ARTICLE 6

                              CAPITAL CONTRIBUTIONS

         Section 6.1. Initial Capital Contributions. (a) The Developer Partner
has contributed cash of $___________ to the Partnership on the date hereof which
shall constitute the Developer Partner's initial Capital Contribution.

         The Limited Partner has contributed cash of $_______ to the Partnership
on the date hereof which shall constitute the Limited Partner's initial Capital
Contribution.

         Section 6.2. Additional Capital Contributions. After the initial
Capital Contributions have been made, each Member shall make Capital
Contributions to the Partnership in proportion to their respective Capital
Sharing Ratios as may be approved by the General Partner and the Limited Partner
for the conduct of the Partnership's business, maintenance of its assets, and
discharge of its liabilities. Each additional contribution made under this
Section 6.2 is an "Additional Capital Contribution".

         Section 6.3. Return of Contributions. Except as expressly provided
herein, no Partner shall be entitled to (a) the return of any part of its
Capital Contributions, (b) any interest in respect of any Capital Contribution,
or (c) the fair market value of its Partnership Interest in connection with a
withdrawal from the Partnership or otherwise. Unrepaid Capital Contributions
shall not be a liability of the Partnership or of any Partner. No Partner shall
be required to contribute or lend any cash or property to the Partnership to
enable the Partnership to return any Partner's Capital Contributions to the
Partnership.

         Section 6.4. Partner Loans. If the Partnership shall have insufficient
cash to pay its obligations, any Partner, with the approval of the Limited
Partner and the General Partner, may advance such funds for the Partnership on
such terms and conditions as the lending Partner, the Limited Partner, and the
General Partner may determine. Each such advance shall constitute a loan from
such Partner to the Partnership and shall not constitute a Capital Contribution.

         Section 6.5. Balances. The Partnership's books and records shall
contain entries indicating the type and amount of Capital Contributions made to
the Partnership.

                                    ARTICLE 7

                              THIRD PARTY FINANCING

         Section 7.1. Initial Financing. The Partnership approves borrowing
pursuant to the Mortgage Loan. The Mortgage Loan is secured by a first-priority
mortgage lien on the Project. General Partner shall deliver (or cause to be


                                      -25-

<PAGE>


delivered to Limited Partner) to the Limited Partner all notices,
correspondence, and information delivered by the holder (or servicer) of the
Mortgage Loan to the Partnership.

                                    ARTICLE 8

                                  DISTRIBUTIONS

         Section 8.1. Distribution of Net Cash Flow. The Net Cash Flow for each
calendar quarter shall be distributed to the Partners on or before the 10th day
following the end of each calendar quarter as follows: 1% to the Developer
Partner and 99% to the Limited Partner.

         Section 8.2. Distribution of Capital Proceeds. Capital Proceeds of the
Partnership shall be distributed to the Partners within 10 days following
receipt by the Partnership of such Capital Proceeds as follows: 1% to the
Developer Partner and 99% to the Limited Partner.

         Section 8.3. Statements. All distributions of Net Cash Flow and Capital
Proceeds shall be accompanied by income statements setting forth in detail the
calculation of the amount of each such distribution.

                                    ARTICLE 9

                 CAPITAL ACCOUNTS, ALLOCATIONS, AND TAX MATTERS

         Section 9.1.  Capital Accounts.

                  (a) Establishment and Maintenance. A separate capital account
("Capital Account") will be maintained for each Partner in accordance with
Regulations 1.704-1(b)(iv). The General Partner shall establish and maintain a
single Capital Account for each Partner which reflects each Partner's Capital
Contributions to the Partnership. Each Capital Account shall also reflect the
allocations and distributions made pursuant to Article 8 and otherwise be
adjusted in accordance with Code Section 704 and the principles set forth in
Treasury Regulations Sections 1.704-1(b) and 1.704-2. In applying such
principles, any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 704(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i) shall be allocated among the Partners
in proportion to their respective Sharing Ratios. The Partners intend that the
Partnership be treated as a partnership for tax purposes.

         The Capital Accounts will be adjusted as follows:

                           (1) Each Partner's Capital Account will be credited
with the Partner's Capital Contributions, the Partner's distributive share of


                                      -26-

<PAGE>


Profits, any items in the nature of income or gain that are specially allocated
to the Partner under Sections 9.4(c), 9.4(d), or 9.4(e), and the amount of any
Partnership liabilities that are assumed by the Partner or secured by any
Partnership property distributed to the Partner.

                           (2) Each Partner's Capital Account will be debited
with the amount of cash and the Gross Asset Value of any Partnership property
distributed to the Partner under any provision of this Agreement, the Partner's
distributive share of Losses, any items in the nature of deduction or loss that
are specially allocated to the Partner under Sections 9.4(c), 9.4(d) or 9.4(e),
and the amount of any liabilities of the Partner assumed by the Partnership or
which are secured by any property contributed by the Partner to the Partnership.

                  (b) Initial Capital Accounts. The initial Capital Account
balance of each Partner equals the amount of cash contributed by each Partner as
its Initial Capital Contribution, which balances have been determined in
accordance with the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(f).

                  (c) Transfer. If any interest in the Partnership is
transferred in accordance with the terms of this Agreement, the transferee will
succeed to the Capital Account of the transferor to the extent it relates to the
transferred interest.

                  (d) Modifications by General Partner. The provisions of this
Section 9.2 and the other provisions of this Agreement relating to the
maintenance of Capital Accounts have been included in this Agreement to comply
with Section 704(b) of the Code and the Regulations promulgated thereunder and
will be interpreted and applied in a manner consistent with those provisions and
the Regulations. The General Partner may, with the consent of the Limited
Partner, modify the manner in which the Capital Accounts are maintained under
this Section 9.2 to comply with those provisions and the Regulations, as well as
upon the occurrence of events that might otherwise cause this Agreement not to
comply with those provisions and the Regulations; however, without the unanimous
consent of all Partners, the General Partner may not make any modification to
the way Capital Accounts are maintained if such modification would have the
effect of changing the amount of distributions to which any Partner would be
entitled during the operation, or upon the liquidation, of the Partnership.

         Section 9.2. Adjustment of Gross Asset Value. "Gross Asset Value", with
respect to any asset, is the adjusted basis of that asset for federal income tax
purposes, except as follows:

                  (a) The initial Gross Asset Value of any asset contributed (or
deemed contributed under Regulations Section 1-708-1(b)(1)(iv) by a Partner to
the Partnership will be the fair market value of the asset on the date of the
contribution, as determined by the General Partner and the Limited Partner.


                                      -27-

<PAGE>

                  (b) The Gross Asset Values of all assets will be adjusted to
equal the respective fair market values of the assets, as determined by the
General Partner and the Limited Partner, as of (1) the acquisition of an
additional interest in the Partnership by any new or existing Partner in
exchange for more than a de minimis capital contribution, (2) the distribution
by the Partnership to a Partner of more than a de minimis amount of Partnership
property as consideration for an interest in the Partnership if an adjustment is
necessary or appropriate to reflect the relative economic interests of the
Partners in the Partnership, and (3) the liquidation of the Partnership within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(g).

                  (c) The Gross Asset Value of any asset distributed to any
Partner will be the gross fair market value of the asset on the date of
distribution as approved by General Partner and Limited Partner.

                  (d) The Gross Asset Values of assets will be increased or
decreased to reflect any adjustment to the adjusted basis of the assets under
Code Section 734(b) or 743(b), but only to the extent that the adjustment is
taken into account in determining Capital Accounts under Regulations Section
1.704-1(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted
under this Section 9.2 to the extent that the General Partner determines that an
adjustment under Section 9.2(b) is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment under this Section
9.2(d).

                  (e) After the Gross Asset Value of any asset has been
determined or adjusted under Section 9.2(a), 9.2(b) or 9.2(d), Gross Asset Value
will be adjusted by the Depreciation taken into account with respect to the
asset for purposes of computing Profits or Losses.

         Section 9.3.  Profits, Losses and Distributive Shares of Tax Items.

                  (a) Profits (other than from Capital Transactions). Except as
otherwise provided in Sections 9.3(d), 9.3(e) and 9.3(f), and except as
otherwise provided in Article 10 (relating to allocation of Profits upon
dissolution), Profits for any taxable year (other than those arising from a
Capital Transaction) shall be allocated to the Partners in accordance with their
respective Sharing Ratios.

             (1) (b) Profits (from Capital Transactions). Except as otherwise
provided in Sections 9.3(c), 9.3(d), 9.3(e) and 9.3(f), and except as otherwise
provided in Article 10 (relating to allocation of Profits upon dissolution),


                                      -28-

<PAGE>


Profits for any taxable year arising from a Capital Transaction shall be
allocated to the Partners in accordance with their respective Sharing Ratios.

                  (c) Losses. Except as otherwise provided in Sections 9.3(d),
9.3(e), and 9.3(f), Losses for any taxable year shall be allocated in the
following manner:

                       (1) First, to the Partners in proportion to their
respective adjusted Capital Account balances, but not in excess of the adjusted
Capital Account balance of each such Partner before the allocation provided for
in this Section 9.3(c)(1); and

                       (2) thereafter, to the Partners with positive Capital
Account balances (in proportion to such balances) to the extent further
allocations of Losses to a Partner under this Section 9.3(c) would cause such
Partner to have an Adjusted Capital Account Deficit.

                  (d) Special Allocations. The following special allocations
will be made in the following order and priority before allocations of Profits
and Losses:

                       (1) Partnership Minimum Gain Chargeback. If there is a
net decrease in Partnership Minimum Gain during any taxable year or other period
for which allocations are made, before any other allocation under this
Agreement, each Partner will be specially allocated items of Partnership income
and gain for that period (and, if necessary, subsequent periods) in proportion
to, and to the extent of, an amount equal to such Partner's share of the net
decrease in Partnership Minimum Gain during such year determined in accordance
with Regulations Section 1.704-2(g)(2). The items to be allocated will be
determined in accordance with Regulations Sections 1.704(2)(f)(6) and
1.704-2(j)(2). This Section 9.3(d)(1) is intended to comply with the Partnership
Minimum Gain chargeback requirements of the Regulations, will be interpreted
consistently with the Regulations and will be subject to all exceptions provided
therein.

                       (2) Partner Nonrecourse Debt Minimum Gain Chargeback.
Notwithstanding any other provision of this Section 9.3 (other than Section
9.3(d)(1) which shall be applied first), if there is a net decrease in Partner
Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt during
any taxable year or other period for which allocations are made, any Partner
with a share of such Partner Nonrecourse Debt Minimum Gain (determined under
Regulations Section 1.704-2(i)(5)) as of the beginning of the year will be
specially allocated items of Partnership income and gain for that period (and,
if necessary, subsequent periods) in an amount equal to such Partner's share of
the net decrease in the Partner Nonrecourse Debt Minimum Gain during such year


                                      -29-
<PAGE>

determined in accordance with Regulations Section 1.704-2(i)(4). The items to be
so allocated will be determined in accordance with Regulations Sections
1.704-2(i)(4) and 1.704-2(j)(2). This Section 9.3(d)(2) is intended to comply
with the Partner Nonrecourse Debt Minimum Gain chargeback requirements of the
Regulations, will be interpreted consistently with the Regulations and will be
subject to all exceptions provided therein.

                       (3) Qualified Income Offset. A Partner who unexpectedly
receives any adjustment, allocation or distribution described in Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated items
of Partnership income and gain in an amount and manner sufficient to eliminate,
to the extent required by the Regulations, the Adjusted Capital Account Deficit
of the Partner as quickly as possible.

                       (4) Nonrecourse Deductions. Nonrecourse Deductions for
any taxable year or other period for which allocations are made will be
allocated among the Partners in proportion to their respective Sharing Ratios.

                       (5) Partner Nonrecourse Deductions. Notwithstanding
anything to the contrary in this Agreement, any Partner Nonrecourse Deductions
for any taxable year or other period for which allocations are made will be
allocated to the Partner who bears the economic risk of loss with respect to the
Partner Nonrecourse Debt to which the Partner Nonrecourse Deductions are
attributable in accordance with Regulations Section 1.704-2(i).

                       (6) Code Section 754 Adjustments. To the extent an
adjustment to the adjusted tax basis of any Partnership asset under Code
Sections 734(b) or 743(b) is required to be taken into account in determining
Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of
the adjustment to the Capital Accounts will be treated as an item of gain (if
the adjustment increases the basis of the asset) or loss (if the adjustment
decreases the basis), and the gain or loss will be specially allocated to the
Partners in a manner consistent with the manner in which their Capital Accounts
are required to be adjusted under Regulations Section 1.704-1(b)(2(iv)(m).

                  (e) Curative Allocations. The allocations set forth in Section
9.3(d) (the "Regulatory Allocations") are intended to comply with certain
requirements of the Regulations. The Regulatory Allocations may effect results
which would be inconsistent with the manner in which the Partners intend to
divide Partnership distributions. Accordingly, the General Partner is authorized
to divide other allocations of Profits, Losses, and other items among the
Partners, to the extent that they exist, so that the net amount of the
Regulatory Allocations and the special allocations to each Partner is zero. The
General Partner will have discretion to accomplish this result in any reasonable
manner that is consistent with Code Section 704 and the related Regulations.


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<PAGE>
                  (f) Tax Allocations--Code Section 704(c). For federal, state
and local income tax purposes, Partnership income, gain, loss, deduction or
expense (or any item thereof) for each fiscal year shall be allocated to and
among the Partners to reflect the allocations made pursuant to the provisions of
this Section 9.3 for such fiscal year. In accordance with Code Section 704(c)
and the related Regulations, income, gain, loss and deduction with respect to
any property contributed to the capital of the Partnership, solely for tax
purposes, will be allocated among the Partners so as to take account of any
variation between the adjusted basis to the Partnership of the property for
federal income tax purposes and the initial Gross Asset Value of the property
(computed in accordance with Section 9.2). If the Gross Asset Value of any
Partnership asset is adjusted under Section 9.2(b), subsequent allocations of
income, gain, loss and deduction with respect to that asset will take account of
any variation between the adjusted basis of the asset for federal income tax
purposes and its Gross Asset Value in the same manner as under Code Section
704(c) and the related Regulations. Any elections or other decisions relating to
allocations under this Section 9.3(f) will be made in any manner that the
General Partner determines reasonably reflects the purpose and intention of this
Agreement as consented to by the Partners. Allocations under this Section 9.3(f)
are solely for purposes of federal, state and local taxes and will not affect,
or in any way be taken into account in computing, any Partner's Capital Account
or share of Profits, Losses or other items or distributions under any provision
of this Agreement.

                  (g) Reporting. Partners shall be bound by the provisions of
this Section 9.3(g) in reporting their shares of Partnership income and loss for
income tax purposes.

         Section 9.4. Tax Returns. The General Partner shall cause to be
prepared and filed (but no filing shall be made until the Limited Partner has
approved in writing such tax returns) all necessary federal and state income tax
returns for the Partnership, including making the elections described in Section
9.5. Each Partner shall furnish to the General Partner all pertinent information
in its possession relating to Partnership operations that is necessary to enable
such income tax returns to be prepared and filed.

         Section 9.5. Tax Elections. The following elections shall be made on
the appropriate returns of the Partnership:

                  (a) to adopt the calendar year as the Partnership's fiscal
year;


                                      -31-

<PAGE>

                  (b) to adopt the accrual method of accounting and to keep the
Partnership's books and records on the accrual method;

                  (c) if there is a distribution of Partnership property as
described in section 734 of the Code or if there is a transfer of a Partnership
interest as described in section 743 of the Code, upon written request of any
Partner, to elect, pursuant to section 754 of the Code, to adjust the basis of
Partnership properties; and

                  (d) to elect to amortize the organizational expenses of the
Partnership ratably over a period of 60 months as permitted by section 709(b) of
the Code.

                  No election shall be made by the Partnership or any Partner to
be excluded from the application of the provisions of subchapter K of chapter 1
of subtitle A of the Code or any similar provisions of applicable state laws.

         Section 9.6. Tax Matters Partner. The Partner serving as General
Partner shall be the "tax matters partner" of the Partnership pursuant to
section 6231(a)(7) of the Code. As tax matters partner, such Partner shall take
such action as may be necessary to cause each other Partner to become a "notice
partner" within the meaning of section 6223 of the Code. Such Partner shall
inform each other Partner of all significant matters that may come to its
attention in its capacity as tax matters partner by giving notice thereof within
ten days after becoming aware thereof and, within such time, shall forward to
each other Partner copies of all significant written communications it may
receive in such capacity. Such Partner shall not take any action contemplated by
sections 6222 through 6232 of the Code without the consent of the Limited
Partner. This provision is not intended to authorize such Partner to take any
action left to the determination of an individual Partner under sections 6222
through 6232 of the Code.

         Section 9.7. Allocations on Transfer of Interests. All items of income,
gain, loss, deduction, and credit allocable to any interest in the Partnership
that may have been transferred shall be allocated between the transferor and the
transferee based upon the closing of the books method, unless the transferor and
transferee otherwise agree.

         Section 9.8. Sharing of Company Nonrecourse Debt. Solely for purposes
of determining a Partner's proportionate share of the "excess nonrecourse
liabilities" of the Company within the meaning of Regulations Section
1.752-3(a), the Partners' interests in Company profits are in proportion to
their Sharing Ratios.

         Section 9.9. Intent of Allocations. The parties intend that the
foregoing tax allocation provisions of this Article 9 shall produce final
Capital Account balances of the Partners such that distributions made in



                                      -32-

<PAGE>


accordance with Section 10.2(c)(2) (after unpaid loans and interest thereon,
including those owed to Partners have been paid) are made in accordance with
final Capital Account balances. To the extent that the tax allocation provisions
of this Article 9 would fail to produce such final Capital Account balances, (i)
such provisions shall be amended by the General Partner (with the Limited
Partner's written consent) if and to the extent necessary to produce such result
and (ii) taxable income and taxable loss of the Partnership for prior open years
(or items of gross income and deduction of the Partnership for such years) shall
be reallocated by the General Partner among the Partners (with the Limited
Partner's written consent) to the extent it is not possible to achieve such
result with allocations of items of income (including gross income) and
deduction for the current year and future years, as approved by the General
Partner and Limited Partner. This Section 9.9 shall control notwithstanding any
reallocation or adjustment of taxable income, taxable loss, or items thereof by
the Internal Revenue Service or any other taxing authority.

                                   ARTICLE 10

              WITHDRAWAL, DISSOLUTION, LIQUIDATION, AND TERMINATION

         Section 10.1. Dissolution, Liquidation, and Termination Generally. The
Partnership shall be dissolved (but not prior to payment in full of the Mortgage
Loan) upon the first to occur of any of the following:

                  (a) the first day of the first taxable year of the Partnership
following the taxable year in which occurs the sale or disposition of all of the
assets of the Partnership and the receipt, in cash, of all consideration
therefor unless all the Partners elect not to dissolve the Partnership;

                  (b) the determination of the General Partner and the Limited
Partner to dissolve the Partnership; or

                  (c) the occurrence of any event which, as a matter of law,
requires that the Partnership be dissolved (other than a Bankruptcy of a Partner
which shall not dissolve the Partnership).

         Section 10.2. Liquidation and Termination. Upon dissolution of the
Partnership, unless it is continued as provided above, the General Partner shall
act as liquidator or may appoint one or more other Persons as liquidator;
however, if the Partnership is dissolved because of an event occurring with
respect to the General Partner, the liquidator shall be one or more Persons
selected in writing by the other Partner. The liquidator shall proceed
diligently to wind up the affairs of the Partnership and make final
distributions as provided herein. The costs of liquidation shall be a
Partnership expense. Until final distribution, the liquidator shall continue to


                                      -33-

<PAGE>

operate the Partnership properties with all of the power and authority of the
General Partner hereunder. The steps to be accomplished by the liquidator are as
follows:

                  (a) as promptly as possible after dissolution and again after
final liquidation, the liquidator shall cause a proper accounting to be made by
Ernst & Young, LLC or such other firm of certified public accountants as is
acceptable to the Limited Partner of the Partnership's assets, liabilities, and
operations through the last day of the calendar month in which the dissolution
shall occur or the final liquidation shall be completed, as applicable;

                  (b) the liquidator shall pay all of the debts and liabilities
of the Partnership or otherwise make adequate provision therefor (including the
establishment of a cash escrow fund for contingent liabilities in such amount
and for such term as the liquidator may reasonably determine); and

                  (c) all remaining assets of the Partnership shall be
distributed to the Partners as follows:

                           (1) the liquidator may sell any or all Partnership
property and the sum of (A) any resulting gain or loss from each sale plus (B)
the fair market value of such property that has not been sold shall be
determined and (notwithstanding the provisions of Article 9) income, gain, loss,
and deduction inherent in such property (that has not been reflected in the
Capital Accounts previously) shall be allocated among the Partners to the extent
possible to cause the Capital Account balance of each Partner to equal the
amount distributable to such Partner under Article 8; and

                           (2) after Capital Accounts have been adjusted for all
distributions under Article 8 and all allocations of Profits and Losses under
Sections 9.3, 9.9 and Section 10.2(c)(1), Partnership property shall be
distributed in accordance with Section 8.2.

Notwithstanding anything to the contrary, in the event the Partnership is
"liquidated" within the meaning of Regulations ss. 1.704-1(b)(2)(ii)(g),
liquidating distributions shall be made pursuant to this Section 10.2 by the end
of the taxable year in which the Partnership is liquidated, or, if later, within
ninety (90) days after the date of such liquidation. Distributions pursuant to
the preceding sentence may be made to a trust for the purpose of an orderly
liquidation of the Partnership by the trust in accordance with the Act.

         Section 10.3. Deficit Capital Accounts. No Partner shall be required to
pay to the Partnership, to any other Partner or to any third party any deficit
balance which may exist from time to time in the Partner's capital account.


                                      -34-
<PAGE>

         Section 10.4. Cancellation of Certificate. On completion of the
distribution of Partnership assets, the Partner (or such other person as the Act
may require or permit) shall file a Certificate of Cancellation with the
Secretary of State of Delaware, cancel any other filings made pursuant to
Section 2.5, and take such other actions as may be necessary to terminate the
existence of the Partnership.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

         Section 11.1. Notices. All notices provided for or permitted to be
given pursuant to this Agreement must be in writing and shall be given or served
by (a) depositing the same in the United States mail addressed to the party to
be notified, postpaid and certified with return receipt requested, (b) by
delivering such notice in person to such party, or (c) by prepaid telegram,
telex, or telecopy. By giving written notice thereof, each Partner shall have
the right from time to time to change its address pursuant hereto. Notices shall
be given to the parties at the following addresses:

If to Developer Partner:              Cedar Bay Income Fund Partnership, L.P.
                                      c/o Cedar Bay Realty Advisors
                                      44 South Bayles Avenue
                                      Port Washington, New York 11050
                                      Attention:  Mr. Leo S. Ullman

with a copy to:                       c/o Cedar Bay Realty Advisors
                                      44 South Bayles Avenue
                                      Port Washington, New York 11050
                                      Attention:  General Counsel

If to Limited Partner:                c/o Kimco Realty Corporation
                                      3333 New Hyde Park Road
                                      New Hyde Park, NY  11042
                                      Attention:  Mr. Michael Pappagallo

with a copy to:                       Stephen M. Lyons III, Esq.
                                      Reed Smith LLP
                                      2500 One Liberty Place
                                      Philadelphia, PA  19103

          Section 11.2. Governing Law. This Agreement and the obligations of the
Partners hereunder shall be construed and enforced in accordance with the laws
of the State of Delaware, excluding any conflicts of law rule or principle which
might refer such construction to the laws of another state or country. Each
Partner submits to the jurisdiction of the state and federal courts in the State
of Delaware.

         Section 11.3. Entireties; Amendments. This Agreement and its exhibits
constitute the entire agreement between the Partners relative to the formation



                                      -35-
<PAGE>


of the Partnership. Except as otherwise provided herein, no amendments to this
Agreement shall be binding upon any Partner unless set forth in a document duly
executed by such Partner.

         Section 11.4. Waiver. No consent or waiver, express or implied, by any
Partner of any breach or default by any other Partner in the performance by the
other Partner of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such other Partner of the same or any other obligation hereunder. Failure on the
part of any Partner to complain of any act or to declare any other Partner in
default, irrespective of how long such failure continues, shall not constitute a
waiver of rights hereunder.

         Section 11.5. Severability. If any provision of this Agreement or the
application thereof to any Person or circumstances shall be invalid or
unenforceable to any extent, and such invalidity or unenforceability does not
destroy the basis of the bargain between the parties, then the remainder of this
Agreement and the application of such provisions to other Persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

         Section 11.6. Ownership of Property and Right of Partition. A Partner's
interest in the Partnership shall be personal property for all purposes. No
Partner shall have any right to partition the property owned by the Partnership
or any Subsidiary.

         Section 11.7. Captions, References. Pronouns, wherever used herein, and
of whatever gender, shall include natural persons and corporations and
associations of every kind and character, and the singular shall include the
plural wherever and as often as may be appropriate. Article and section headings
are for convenience of reference and shall not affect the construction or
interpretation of this Agreement. Whenever the terms "hereof", "hereby",
"herein", or words of similar import are used in this Agreement they shall be
construed as referring to this Agreement in its entirety rather than to a
particular section or provision, unless the context specifically indicates to
the contrary. Whenever the word "including" is used herein, it shall be
construed to mean including without limitation. Any reference to a particular
"Article" or a "Section" shall be construed as referring to the indicated
article or section of this Agreement unless the context indicates to the
contrary.

         Section 11.8. Involvement of Partners in Certain Proceedings. Should
any Partner become involved in legal proceedings unrelated to the Partnership's
business in which the Partnership is required to provide books, records, an
accounting, or other information, then such Partner shall indemnify, defend and


                                      -36-

<PAGE>

hold harmless the Partnership from all liabilities and expenses (including
reasonable attorneys' fees and costs) incurred in conjunction therewith.

         Section 11.9. Interest. No amount charged as interest on loans
hereunder shall exceed the maximum rate from time to time allowed by applicable
law.

         Section 11.10. Counterparts. This Agreement may be executed in one or
more counterparts (and by different parties hereto on different counterparts),
each of which will constitute an original, but all of which when taken together
shall constitute a single contract.

         Section 11.11. Approvals and Consents of Limited Partner. Whenever
under the terms of this Agreement the approval or consent of the Limited Partner
shall be required, the Limited Partner shall not unreasonably withhold or
condition such approval or consent and such approval or consent shall be deemed
given if the Limited Partner shall not respond to any written request for
consent or approval within ten (10) days after the Limited Partner's receipt of
such written request for consent or approval. If the Limited Partner shall give
notice to the Developer Partner within such ten (10) day period that it does not
believe the Developer Partner has provided the necessary information or
documentation on which Limited Partner may reasonably make a decision on the
matter in question (and shall specify the additional information or
documentation required), then the foregoing ten (10) day period shall be
extended to the date which is ten (10) days after Developer Partner has provided
the Limited Partner with such additional information or documentation as shall
be reasonably required by the Limited Partner in order to make a decision on the
matter in question.

         Section 11.12. Buyout Rights. Reference is hereby made to Articles 4,
12 and 13 of the Fairport Partnership Agreement. Whenever the interest of the
Developer Partner (as defined in the Fairport Partnership Agreement) is to be
sold pursuant to said Articles 4, 12 or 13, then the interest of the Developer
Partner (as defined in this Agreement) under this Agreement shall be transferred
to, or as directed by, the Preferred Partner (as defined in such Property
Partnership Agreement) subject to the terms and conditions of each of said
Articles 4, 12 and 13 as if such partnership interest were an interest of the
Developer Partner (as defined in the Fairport Partnership Agreement) in the
Fairport Partnership.

                                   ARTICLE 12

                                 SPE PROVISIONS

                  Notwithstanding any provision hereof to the contrary, the
following shall govern:

                                      -37-

<PAGE>

                  12.1. Purpose. The Partnership's business and purpose shall
consist solely of the acquisition, ownership, operation and management of the
Project and such activities as are necessary, incidental or appropriate in
connection therewith.

                  12.2. Powers and Duties. (a) Notwithstanding any other
provision of this Agreement and so long as any obligation secured by that
certain Mortgage and Security Agreement from the Partnership to General Electric
Capital Corporation (the "Mortgage") remains outstanding and not discharged in
full, without the prior written consent of the holder of the Mortgage, the
General Partner and the Partnership shall have no authority to:

                  (i) borrow money or incur indebtedness on behalf of the
Partnership other than normal trade accounts payable and lease obligations in
the normal course of business, or grant consensual liens on the Partnership's
property; except, however, that the General Partner is hereby authorized to
secure financing for the Partnership pursuant to the terms of the Mortgage and
other indebtedness expressly permitted therein or in the documents related to
the Mortgage, and to grant a mortgage, lien or liens on the Partnership's
property (including the Project) to secure such Mortgage;

                  (ii) dissolve or liquidate the Partnership;

                  (iii) sell or lease, or otherwise dispose of all or
substantially all of the assets of the Partnership;

                  (iv) amend, modify or alter any provision of Article 14 of
this Agreement;

                  (v) merge or consolidate with any other entity.

                  (b) So long as any obligations secured by the Mortgage remain
outstanding and not discharged in full, the General Partner and the Partnership
shall have no authority, unless such action has been approved by the unanimous
vote of the Board of Directors of the managing member of the General Partner and
the unanimous vote of all other Partners, to file a voluntary petition or
otherwise initiate proceedings to have the Partnership adjudicated bankrupt or
insolvent, or consent to the institution of bankruptcy or insolvency proceedings
against the Partnership, or file a petition seeking or consenting to
reorganization or relief of the Partnership as debtor under any applicable
federal or state law relating to bankruptcy, insolvency, or other relief for
debtors with respect to the Partnership; or seek or consent to the appointment
of any trustee, receiver, conservator, assignee, sequestrator, custodian,
liquidator (or other similar official) of the Partnership or of all or any
substantial part of the properties and assets of the Partnership, or make any


                                      -38-

<PAGE>

general assignment for the benefit of creditors of the Partnership, or admit in
writing the inability of the Partnership to pay its debts generally as they
become due or declare or effect a moratorium on the Partnership debt or take any
action in furtherance of any action.

                  (c) So long as any obligation secured by the Mortgage remains
outstanding and not discharged in full, the Partnership shall have either (a) a
limited liability company as its general partner or (b) a corporation as general
partner, having a certificate of formation (or articles of incorporation, as the
case may be) containing the restrictions and terms set forth in Articles _____
of the Certificate of Formation in effect as of the date hereof of the General
Partner, and the Partnership shall have no other general partners.

                  12.3. Title to Partnership Property. All property owned by the
Partnership shall be owned by the Partnership as an entity and, insofar as
permitted by applicable law, no Partner shall have any ownership interest in any
Partnership property in its individual name or right, and each Partner's
Partnership interest shall be personal property for all purposes.

                  12.4. Separateness/Operations Matters. The Partnership shall:

            (a)   maintain books and records and bank accounts separate from
                  those of any other person;

            (b)   maintain its assets in such a manner that it is not costly or
                  difficult to segregate, identify or ascertain such assets;

            (c)   hold regular Partnership meetings, as appropriate, to conduct
                  the business of the Partnership, and observe all other
                  Partnership formalities;

            (d)   hold itself out to creditors and the public as a legal entity
                  separate and distinct from any other entity;

            (e)   prepare separate tax returns and financial statements, or if
                  part of a consolidated group, then it will be shown as a
                  separate member of such group;

            (f)   allocate and charge fairly and reasonably any common employee
                  or overhead shared with affiliates;

            (g)   transact all business with affiliates on an arm's-length basis
                  and pursuant to enforceable agreements;

            (h)   conduct business in its own name, and use separate stationery,
                  invoices and checks;

                                      -39-

<PAGE>

            (i)   not commingle its assets or funds with those of any other
                  person;

            (j)   not assume, guarantee or pay the debts or obligations of any
                  other person;

            (k)   correct any known misunderstanding as to its separate
                  identity;

            (l)   not permit any affiliate to guarantee or pay its obligations
                  (other than limited guarantees set forth in the Mortgage or
                  related documents); and

            (m)   not make loans or advances to any other person.

                  12.5. Effect of Bankruptcy, Death or Incompetency of a Limited
Partner. The bankruptcy, death, dissolution, liquidation, termination or
adjudication of incompetency of a Limited Partner shall not cause the
termination or dissolution of the Partnership and the business of the
Partnership shall continue. Upon any such occurrence, the trustee, receiver,
executor, administrator, committee, guardian or conservator of such Limited
Partner shall have all the rights of such Limited Partner for the purpose of
settling or managing its estate or property, subject to satisfying conditions
precedent to the admission of such assignee as a substitute Limited Partner. The
transfer by such trustee, receiver, executor, administrator, committee, guardian
or conservator of any Partnership Interest shall be subject to all of the
restrictions, hereunder to which such transfer would have been subject if such
transfer had been made by such bankrupt, deceased, dissolved, liquidated,
terminated or incompetent Limited Partner.

                       [signatures continued on next page]

                                      -40-
<PAGE>


         Executed effective as of the date above written.

                                      GENERAL PARTNER/DEVELOPER

                                      PARTNER:

                                      CIF-FAIRVIEW PLAZA ASSOCIATES, LLC,
                                      a Delaware limited liability company

                                      By: Cedar Income Fund
                                          Partnership, L.P., a Delaware
                                          limited partnership, its sole member

                                          By: Cedar Income Fund, Ltd.,
                                              a Maryland Corporation,
                                              its general partner

                                              By:_______________________________
                                                 Brenda J. Walker,
                                                 Vice President









                       [signatures continued on next page]



                                      -41-
<PAGE>



                                      LIMITED PARTNER:

                                      FAIRPORT ASSOCIATES, LP

                                      By: CIF-Fairport Associates, LLC,
                                          a Delaware limited liability
                                          company, its general partner

                                      By: Cedar Income Fund
                                          Partnership, L.P., a limited
                                          partnership, its sole member

                                      By: Cedar Income Fund, Ltd., a
                                          Maryland corporation, its
                                          general partner

                                          By:___________________________________
                                             Brenda J. Walker,
                                             Vice President



                                      -42-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-4.txt
<DESCRIPTION>EX10-4.TXT
<TEXT>
<PAGE>


                          PROPERTY MANAGEMENT AGREEMENT

                                [Fairview Plaza]

           THIS PROPERTY MANAGEMENT AGREEMENT ("Agreement") made as of January
9, 2003 by and between FAIRVIEW PLAZA ASSOCIATES, L.P., a Delaware limited
partnership ("Owner"), and BRENTWAY MANAGEMENT LLC, a New York limited liability
company ("Manager").

                                   BACKGROUND

          A. Owner is the owner of the land and improvements known as Fairview
Plaza, New Cumberland, Pennsylvania (the "Property").

          B. Owner desires to retain Manager as Owner's exclusive manager and
broker for the purposes of leasing and managing the Property on behalf of Owner
and Manager is willing to act as Manager for Owner with respect to the Property
on the terms and conditions of the Agreement as more fully set forth herein.

          NOW THEREFORE, in consideration of the agreements and covenants herein
contained, and intending to be legally bound hereby, Owner and Manager agree as
follows:

         1. Owner hereby employs Manager to manage and lease as the exclusive
broker the Property upon the terms and conditions hereinafter set forth for an
initial term of one (1) year from the date hereof unless otherwise extended,
renewed or terminated as hereinafter set forth.

         2. Manager agrees to perform the following:

             2.1. Use its best efforts to lease or cause brokers or other agents
to lease on behalf of Owner all available space in the Property;

             2.2. Diligently to collect rents, additional rents and all other
sums due from tenants when due and, where necessary or appropriate, and except
as directed otherwise by Owner (in which event Owner shall bear the
administrative costs of relieving Manager of such duty or duties), take all such
actions as Manager shall deem necessary or advisable to enforce all rights and
remedies of Owner under the leases relating to the Property (the "Leases") or to
protect the interest of Owner, including, without limitation, the preparation
and delivery to tenants under the Leases ("Tenants") of all "late payment",
default, and other appropriate notices, requests, bills, demands, and
statements. Manager may retain counsel, collection agencies, and such other
persons and firms as Manager shall deem appropriate or advisable to enforce,


<PAGE>



after notification to Owner, by legal action the rights and remedies of Owner
against any Tenant default in the performance of its obligations under a Lease.
Manager shall promptly notify Owner of the progress of any such legal action;

             2.3. To pay from the operating funds of the Property or such other
funds as are provided by Owner bills and expenses for the maintenance, repair
and operation of the Property, provided, however, that all expenditures in
excess of $5,000 in any single transaction or more than $50,000 in the aggregate
in any period of twelve (12) consecutive months shall be subject to Owner's
approval unless such expenditure is included in the operating budget for the
Property that has been approved by Owner, and provided further that Manager
shall notify Owner of budget expenditures cumulatively exceeding one hundred ten
percent (110%) of the total expenditures shown on any approved annual budget;

             2.4. To establish and maintain such books of account, records, and
other documentation pertaining to the operation and maintenance of the Property
as are customarily maintained by managing Managers of properties similar in
location and size to that of the Property. Manager shall prepare or cause to be
prepared and file all returns and other reports relating to the Property (other
than (a) income tax returns and (b) any reports or returns that may be required
of any foreign owner of U.S. real property) as may be required by any
governmental authority or otherwise under this Agreement. Manager shall
periodically report to Owner on the general operations, occupancy, physical
condition, disbursements, delinquencies, uncollectible accounts, and other
matters relating to the Property. Manager shall prepare and forward to Owner a
written report each month showing the receipts and expenditures for such month,
the receipts and expenditures year-to-date and the variations from the agreed
upon budget. These statements shall, upon Owner's request, be accompanied by
appropriate documentation of all expenditures made by Manager under this
Agreement. As soon as practicable after the end of each calendar year and after
the expiration or termination of this Agreement, Manager shall use reasonable
efforts to prepare and deliver to Owner statements pertaining to the operation
and maintenance of the Property during the preceding calendar year. Manager
shall prepare and submit to Owner for its approval no later than December 1st of
each calendar year (or such later date as the parties agree) a proposed pro
forma budget for all costs pertaining to the operation and maintenance of the
Property during the ensuing calendar year. Each such budget shall be
substantially in the same form as the approved budget in effect for the prior
calendar year, shall set forth expenditures on an annual and a monthly basis,
and shall not, except for informational purposes, include estimates for costs
and expenses for which Owner will be reimbursed by Tenants under the Leases.
Manager shall make such reasonable modifications to each proposed pro forma
budget it prepares in accordance with this section until Owner shall have
approved this budget in writing, which approval shall not be unreasonably
withheld or delayed;


                                      -2-
<PAGE>

             2.5. To account for all advance deposits of Tenants;

             2.6. To refund to Tenants from escrow accounts, funds of the
Property or funds provided by Owner, as appropriate, pro-rated rents, rebates,
allowances, advance deposit refunds, and such other amounts as are legally due
Tenants;

             2.7. To collect from Tenants all insurance policies, Tenant
insurance certificates, or other evidence of insurance required to be carried by
Tenants;

             2.8. Unless otherwise instructed by Owner, to secure for and on
behalf of and at the expense of Owner such insurance, including without
limitation, employee dishonesty insurance, fire and extended coverage property
insurance, public liability insurance and workers' compensation insurance, as
may be deemed by Owner (or any mortgagees) to be necessary or appropriate, in
amounts satisfactory to Owner and Manager and naming Owner and Manager as
co-insureds and in form and substance satisfactory to Owner, Manager and any
mortgagees; provided, however, that if Manager promptly notifies Owner of the
insurance so secured on behalf of Owner, and promptly complies with Owner's
instructions regarding such insurance, Owner releases and holds Manager harmless
of and from any claims, loss, damages and liability of any nature whatsoever
based upon or in any way relating to Manager's securing or failure to secure any
insurance, or any decision made by Manager with respect to the amount or extent
of coverage thereof or the company or companies issuing, brokering or
negotiating such insurance;

             2.9. To respond to complaints and inquiries by Tenants, prospective
tenants and others, and to take such corrective actions as Manager deems
appropriate;

             2.10. To contract on behalf of and at the expense of Owner for such
supplies and services in reasonable quantities and at reasonable prices as may
be appropriate with respect to the Property, and to supervise and administer
such contracts, including, without limitation, contracts for mechanical
maintenance (including preventative maintenance), window and facade maintenance
and cleaning, metal maintenance, pest control, trash removal, janitorial and
maintenance supplies, building security, public relations, collection and credit
reporting, legal and accounting services, computer services, architectural and
engineering services, laundry services, and janitorial or cleaning services;

             2.11. Intentionally omitted;

             2.12. Intentionally omitted;


                                      -3-
<PAGE>

             2.13. To supervise and coordinate the moving in and moving out of
Tenants to accomplish efficient and time saving use of personnel and elevators
and maintain appropriate public relations with Tenants and prospective tenants;

             2.14. Manager shall maintain casualty and liability insurance in
the name of the Owner for the Property in amounts reasonably acceptable to
Owner;

             2.15. To prepare and file or cause to be prepared and filed on
behalf of Owner such applications for permits, and/or licenses as may be
required for the operation of the Property;

             2.16. To prepare and, where appropriate, transmit payroll records,
accounting reports, vacancy and occupancy reports, delinquency reports, cash
flow reports, and disbursement ledgers. Manager may contract with others,
including but not limited to entities or persons affiliated with it, or provide
its own personnel for the performance of accounting, bookkeeping and computer
services in connection with such preparation and transmittal, all without any
additional charge to Owner;

             2.17. To institute and prosecute on behalf of Owner such legal
actions or proceedings as the Manager deems appropriate; to collect sums due
Owner; with Owner's approval, to evict a Tenant, former Tenant or occupant of
the Property; to regain possession of the Property or any part thereof; to
contest any bill or charge asserted against or with respect to the Property; to
defend any administrative or legal action brought against Manager; to defend any
administrative or legal action brought against Owner with respect to the
Property or the Property with Owner's approval;

             2.18. To maintain such bank or similar accounts on behalf of Owner,
and in Owner's name, as are necessary or appropriate in the operation of the
Property, including such reserve, investment, security, escrow and other
accounts, it being understood that all rents and income from the Property shall
be deposited into an account in Owner's name;

             2.19. To open and maintain accounts on behalf of Owner with such
suppliers and vendors as are necessary or appropriate for the efficient
operation of the Property;

             2.20. Subject to the approval by the Owner, to join and participate
on Owner's behalf in such professional, trade or industry organizations and
associations relating to shopping centers as is necessary or appropriate with
respect to the operation of the Property;

             2.21. To notify Owner of any violations of any laws, orders, rules,
or determinations of any governmental authority or agency affecting the Property
promptly after such occurrence is known to Manager;


                                      -4-
<PAGE>

             2.22. To notify Owner of any catastrophe or major loss or damage or
other material adverse change with respect to the Property, and to similarly
notify all appropriate insurance authorities of the same, promptly upon
Manager's knowledge thereof;

             2.23. To supervise and arrange for all construction work performed
on behalf of Owner at, in or about the Property. Manager shall be paid a
construction supervision fee in the amount of five percent (5%) of the total
construction costs or such greater amount as is negotiated and agreed upon by
Manager and Owner;

             2.24. Upon request of Owner, to provide or arrange for such
engineering, architectural, design or consulting services with respect to
construction, rehabilitation or decorating work or proposed construction,
rehabilitation or decorating work at the Property, all such services to be paid
for by Owner;

             2.25. With Owner's approval, to handle on behalf of Owner the
submission to appropriate insurance officials of insurance claims and, with the
consent of the Owner, the settlement thereof;

             2.26. To prepare such reports, data, presentations, market surveys
or other material as Owner requests in connection with the sale, refinancing,
disposition or master leasing of the Property;

             2.27. To institute at Owner's expense, advertising, marketing and
public relations campaigns pertaining to the Property;

             2.28. To recommend to Owner, where Manager deems it appropriate,
programs for the rehabilitation, remodeling, repairs and marketing of the
Property; and

             2.29. To perform such other services on behalf of Owner with
respect to the Property customarily performed by Managers within the Property's
geographical area as shall be reasonably requested from time to time by Owner.
If Owner and Manager disagree as to which services are customarily performed by
Managers as aforesaid, Manager shall not be required to perform such service
until resolution of such dispute, and such non-performance shall not be the
basis of termination by Owner of this Agreement.

         3. Owner expressly withholds from Manager any power or authority to
make any structural changes in any building or to make any other major
alterations or additions in or to any such building or equipment therein, or to


                                      -5-

<PAGE>

incur any expense chargeable to Owner other than expenses related to exercising
the express powers above vested in Manager without the prior written direction
of Owner (or any party that Owner shall direct), except such emergency repairs
as may be required because of danger to life or property or which are
immediately necessary for the preservation and safety of the Property or the
safety of the occupants thereof or are required to avoid the suspension of any
necessary service to the Property.

             3.1. Manager agrees to remit promptly to the account designated by
Owner, all receipts received in the prior calendar month with respect to the
Property in excess of budgeted operating expenses and reserves.

             3.2. Manager's duties under this Agreement are limited as follows:

                   (i) Manager shall not have any authority to enter into any
leases for or on behalf of the Owner, although the Manager shall be authorized
to negotiate term sheets for leases of space in the Property and present those
term sheets to Owner for Owner's approval. All leases of space in the Property
must be signed by the Owner and must be on a lease form approved by the Owner.

                   (ii) Manager shall obtain and present to Owner for approval
and execution by Owner contracts for electricity, gas, fuel, water and
telephone, maintenance services, trash services, and other services as Manager
deems advisable. Manager may enter into contracts on behalf of Owner only after
Owner's written approval thereof provided that Owner's approval is not required
for a contract for a service in which the cost for such service under such
contract does not exceed the cost specified in the Budget. Manager shall not
have authority to enter into any contract for any services whose estimated cost
would exceed the cost specified therefor in the Budget.

                   (iii) Manager shall give Owner prompt written notice of any
claim which may affect the Property, or of any alleged violations of any
applicable law relating to the Property. Manager may not hire any legal counsel
to defend any such claim against Owner without Owner's prior written consent.

                   (iv) To the extent that operating revenues of the Property
are available to do so, Manager shall use all reasonable efforts to cause the
Property to be operated in accordance with applicable law and all insurance
requirements; provided, however, that Manager shall not, without the prior
written consent of Owner, make any alterations or repairs, if not included in
the then current budget, except for emergency repairs described in Section 3.

                                      -6-

<PAGE>

                   (v) To the extent that operating revenues of the Property are
available to do so, Manager shall enforce all provisions of all contracts and
leases to which Owner is a party, except that Manager may not institute any
legal action against a vendor or a tenant without the written approval of the
Owner.

                   (vi) Manager shall establish, maintain and supervise at the
Manager's office such books and records necessary or desirable in order for
Manager to render monthly financial statements to the Owner. Such records shall
be kept for a period of not less than three (3) years and, upon termination of
this Agreement for any reason, Manager shall turn over all of such books and
records to the Owner and be relieved of any obligation to maintain records
thereafter. Owner or any partner of Owner shall have the right to inspect such
records at any time upon 24 hours notice to the Manager.

                   (vii) If Manager must engage employees to render the services
required by Manager hereunder, all such employees shall be employees of the
Manager, and not employees of the Owner.

         4. Owner, and not Manager, shall be responsible for providing the
necessary funds to maintain and operate the Property as efficiently as possible
and in a first class manner in keeping with the standards of operations for
similarly situated shopping centers in the area and Manager's obligations
hereunder are conditioned upon Owner doing so. Owner shall advance such funds to
Manager no later than fifteen (15) days after its receipt from Manager of notice
of the necessity for such advance. Owner agrees to provide any anticipated cash
deficits fifteen (15) days prior to its occurrence. If Owner fails to provide
such funds to Manager, however, Owner shall not be liable in damages or for
specific performance and Manager's remedies for breach by Owner of Owner's
covenants in this Section 4 shall be to terminate this Agreement, in which event
the provisions of Section 10 hereof shall be applicable.

         5. Except as otherwise provided for herein, Owner shall pay to Manager
a property management fee in an amount equal to 3% of the gross receipts of the
Property. This fee shall be payable in monthly installments from the operating
accounts maintained pursuant to Section 2.18 hereof. Gross receipts of the
Property shall include all rents, percentage rents, tenant charges,
reimbursements from Tenants for common area maintenance charges, insurance,
utilities and real estate taxes and such other amounts as are collected from
Tenants, but shall exclude the proceeds from any sale or refinancing of the
Property or any portion thereof and the proceeds of any settlements, insurance
award (except for rental loss insurance) or condemnation award. This fee does
not include commissions for leasing services set forth in Section 5.2.


                                      -7-
<PAGE>

                  5.1. To the extent that operating revenues of the Property are
insufficient to pay the management fee in full when due, and to the extent that
Manager agrees in writing in advance to defer receipt by it of any part of the
management fee due it, the amount so deferred shall bear interest at the rate of
two (2) percentage points in excess of the "prime rate" or "base rate" from time
to time announced by Citibank, N.A., New York New York compounded monthly.
Nothing herein contained, however, shall be construed to obligate Manager to
defer receipt by it of any management fee or other fees whatsoever.

                  5.2. Manager or its affiliate shall be the leasing agent for
the Property. Owner shall pay brokerage commissions as follows:

                        (a) Subject to the provisions of subsection (e) hereof,
with respect to all leases negotiated with new tenants a commission of (a) 4% of
gross minimum rent (which, as used in this agreement, excludes common area
maintenances, taxes and expense reimbursements payable by a tenant) for leases
of less than 5,000 rentable square feet and (6) 3% of gross minimum rent for
leases of 5,000 or more rentable square feet. One half (1/2) of said commission
shall be paid when the lease has been signed by the Owner and tenant and the
tenant opens for business, and the remainder of the commission shall be paid
upon the later of the date tenant opens for business or the date tenant pays its
first full monthly rent payment.

                        (b) With respect to any new lease with an existing
tenant, extension of the term of an existing lease (beyond any then existing
lease term, plus renewals) with a then existing tenant, or the exercise by a
tenant of a renewal option, the commission shall be 2% of the gross minimum
rent, but in no event shall the fee be less than $300.00.

                        (c) No commissions shall be due and payable upon any
sale, refinancing or ground lease of the entire Property except as set forth in
Section 4.8 of the Limited Partnership Agreement of Owner (such fee may be
payable to Manager in lieu of General Partner or another Affiliate (as defined
in the Limited Partnership Agreement of Owner)).

                        (d) In the event that a tenant vacates the Property
prior to the expiration of its lease, Manager will, subject to the following
conditions in this subsection, reimburse Owner for a pro rata credit for the
unearned portion of the commission, provided that Manager negotiated the
original lease and received a commission. Manager's obligation to return a pro
rata portion of the commission shall be, in the event of a co-broker, only that
share of the commission retained by Manager. Said reimbursement to Owner shall
be due only as a credit against the next commission earned in re-leasing said
vacated space. It shall be the duty of the Manager to renegotiate leases, where
possible, with existing tenants in the Property.


                                      -8-

<PAGE>

                        (e) Manager shall have an exclusive listing of all
rentals in the Property and shall be entitled to a commission in those instances
where another real estate broker represents the tenant or is otherwise
responsible for causing a lease to be executed, it being the responsibility of
the Manager to pay such other broker any commissions due it. In the event that
Manager has to pay an outside broker, the commission payable to Manager shall be
one and one-half times the commission amounts as stated in Section 5.2(a) and
Manager agrees to pay such outside broker a commission of not less than 50% of
Manager's commissions specified in Section 5.2(a) (and if Manager negotiate a
lesser amount, the amount payable to Manager under this subsection 5.2(e) shall
be reduced by the amount of such savings).

                        (f) Notwithstanding anything to the contrary in this
Section 5, however, no commission shall be payable under any lease for a period
covering more than 15 years. For example, if Owner enters into a 20 year lease
with a tenant, a commission shall be based only on the initial 15 years; or if
the Owner enters into a lease with a tenant providing for one initial 5-year
term and three 5-year renewal terms, commissions shall be based solely on the
initial 5-year term and two of the 5-year renewal terms. However, if all renewal
options in a lease have expired, and the lease is then renewed or a new lease is
entered into with the same tenant, the Manager will be entitled to a commission
thereon pursuant to Section 5.2(b).

         6. Owner shall reimburse Manager for reasonable, actual out-of-pocket
expenses including telephone and facsimile charges, postage and express mail
service and travel and food expenses incurred by Manager in connection with
Manager's on site supervision of the Property by Manager's officers and
personnel (evidenced by receipts submitted to Owner).

         7. The Manager, on behalf of Owner, shall engage Stuart H. Widowski,
Esq., or his successor, as legal counsel to provide legal services for Owner and
the Property. Such services shall be provided as required and at a rate of $200
per hour unless otherwise agreed to by Owner and Manager.

         8. In performing its obligations hereunder, Manager shall comply with
all applicable federal, state and local laws and regulations.

         9. The initial term of this Agreement shall be for a period of one (1)
year from the date hereof and this Agreement shall automatically renew from year
to year thereafter unless and until terminated by either party upon ninety (90)
days' prior written notice thereof. Notwithstanding the foregoing, Owner shall
be entitled to terminate this Agreement (with no additional compensation) at any


                                      -9-
<PAGE>

time upon fifteen (15) days' notice to Manager in the event of the malfeasance
or breach of this Agreement by Manager or upon the filing of a bankruptcy
petition against or by Manager. This Agreement shall terminate automatically
(with no additional compensation) if:

             (i) all or substantially all of the Property is condemned or
acquired by eminent domain; or

             (ii) all or substantially all of the Property is destroyed by fire
or other casualty as a result of which all or substantially all of the Tenants
are unable to continue the normal conduct of their business in their respective
occupied spaces and are permanently released under their respective leases from
the payment of all rent thereunder; or

             (iii) all of the Property is sold to an unrelated, third-party
purchaser.

          10. Owner shall pay or reimburse Manager for any monies due it under
this Agreement for services prior to termination, notwithstanding termination of
this Agreement. All provisions of this Agreement that require Owner to have
insured or to defend, reimburse or indemnify Manager shall survive any
termination and, if Manager is or becomes involved in any proceeding or
litigation by reason of having been Owner's Manager, such provisions shall apply
as if this Agreement were still in effect. Owner agrees that Manager may
withhold funds for thirty (30) days after the end of the month in which this
Agreement is terminated to pay bills previously incurred but not yet invoiced,
and to close accounts.

          At the expiration or earlier termination of this Agreement, and as a
condition to paying any fees due to the Manager, Manager shall deliver to Owner
all cash and security deposits, if any, previously collected and not properly
expended or otherwise delivered to Owner by Manager for the benefit of Owner;
all originals and executed copies of leases and all related lease files; all
other books and records in the possession of the Manager relating to the
Property; all licenses and permits relating to the Property; and all other
software associated with the foregoing. Manager shall cooperate in good faith to
achieve the orderly transfer of the management responsibilities for the Property
to the new manager designated by Owner.

          11. Owner agrees to indemnify, defend, and save the Manager, its
officers and employees harmless from and against all claims, disputes, losses,
liabilities and suits (including but not limited to all attorneys' fees and
litigation expenses and Manager's costs in connection therewith) in any way:

               (i) relating to or arising in connection with the Property and/or
damage to property and injuries to or death of any employee, invitee or other
person whomsoever, and/or Manager's performance of its duties hereunder;

                                      -10-
<PAGE>

               (ii) relating to any proceeding or suit involving an alleged
violation by Owner of any law applicable to the Property or operations thereof;
and

               (iii) relating to obligations assumed by Manager, its officers or
employees in connection with any financing or refinancing entered into in
connection with the Property.

          11.1. The obligations of Owner to indemnify, hold harmless, and
reimburse Manager are subject to the following conditions:

               (i) Manager shall promptly notify Owner of any matter with
respect to which Owner is required to indemnify, hold harmless, or reimburse
Manager; and

               (ii) Manager shall not take or fail to take any actions,
including an admission of liability, which would bar Owner from enforcing any
applicable coverage under policies of insurance held by Owner or would prejudice
any defense of Owner in any appropriate legal proceedings pertaining to any such
matter or otherwise prevent Owner from defending itself with respect to any such
matter, provided such action or failure to act resulted from the gross
negligence or willful malfeasance of Manager.

          Notwithstanding the foregoing, Owner shall not be required to
indemnify, hold harmless, or reimburse Manager with respect to any matter (a) to
the extent the same resulted from the gross negligence or willful malfeasance of
Manager or actions taken by Manager outside of the scope of Manager's authority
under this Agreement or any express or implied direction of Owner, (b) which are
covered under workmen's compensation, disability benefits or other insurance, or
(c) to damages or injuries to persons or property caused or occasioned by the
operation of a motor vehicle of any description which are covered by automobile
liability insurance maintained by Manager as required herein (Manager shall be
entitled to indemnification if such damages or injuries are not covered by such
automobile liability insurance provided that such damages or injuries are not
due to actions by Manager outside of the scope of Manager's authority under this
Agreement). Manager agrees to insure itself and its employees, with appropriate
limits of liability, against liability for damages or injuries to persons or
property caused or occasioned by the operation of any motor vehicle, and to
furnish evidence of such insurance to Owner; provided that Manager is entitled
to be reimbursed for the pro rata share of any auto policy apportionable to the
Property.

          The provisions of this section shall survive the expiration or any
termination of this Agreement.


                                      -11-
<PAGE>

          12. Owner and Manager shall each waive any claim for loss or damage
against the other and mutually agree to hold each other harmless for loss to the
Property to the extent that either party is reimbursed or indemnified by
insurance coverage.

          13. Manager will promptly notify Owner of any violations of any
requirements of any statute, ordinance, law or regulation of any Governmental
body or any public authority or official thereof having jurisdiction and shall
promptly take all actions necessary to cure such violations and to prevent any
civil or criminal liability from being imposed.

          14. In the event it is alleged or charged that the Property or any
equipment therein or any act or failure to act by the Owner or its Managers with
respect to the Property or the sale, rental, or other disposition thereof fails
to comply with, or is in violation of, any of the requirements of any provision,
statute, ordinance, law, or regulation of any governmental body or any order or
ruling of any public authority or official thereof having or claiming to have
jurisdiction thereover, and Manager, in its sole and absolute discretion,
considers that the action or position of Owner may result in damage or liability
to Manager, Manager shall have the right to cancel this Agreement at any time by
giving not less than thirty (30) days' prior written notice to Owner of its
election so to do, which cancellation shall be effective upon the service of
such notice. Such notice may be served personally or by United States certified
mail, and if served by mail shall be deemed to have been served when deposited
in the United States mail system. Such cancellation shall not release the
indemnities of Owner and Manager set forth herein and shall not terminate (i)
any liability or obligation of Owner to Manager for any payment, reimbursement,
or other sum of money then due and payable to Manager hereunder as of the date
of such cancellation, or (ii) any obligation of Manager to remit moneys to Owner
or to complete its obligations hereunder to the date of such cancellation.
Manager shall cooperate with Owner to ensure a smooth and efficient transition
to a new managing Manager, including but not limited to, prompt delivery of
files relating to the Property.

          15. Manager agrees to indemnify, defend and save Owner harmless from
and against all claims, disputes, losses, liabilities and suits (including but
not limited to all attorneys' fees and litigation expenses and Owner's costs in
connection therewith) in any way resulting from the gross negligence or willful
malfeasance of Manager, or its employees:

                  (i) Relating to or arising in connection with the Property
and/or damage to property and injuries to or death of any employee, invitee or
other person whomsoever, and/or Manager's performance of its duties hereunder;
and

                                      -12-
<PAGE>

                  (ii) Relating to any proceeding or suit involving an alleged
violation by Manager of any law applicable to the Property or operations
thereof.

          16. Manager shall furnish Owner with evidence that Manager has in
force during the term of this Agreement liability insurance (in amounts not less
than $1,000,000 per occurrence and $3,000,000 in the aggregate) and will
maintain these limits throughout the term of this Agreement.

          17. It is expressly agreed by the parties that:

                  17.1. The parties have entered into this Agreement without any
inducements, representations, statements, warranties or agreements made by
either party other than those expressly stated herein.

                  17.2. This Agreement embodies the entire understanding of the
parties with respect to the subject matters stated herein and there are no other
understandings or undertakings related to the within subject matters. This
Agreement may be modified only by a written agreement signed by the parties
hereto.

                  17.3. The provisions of this Agreement are severable and to
the extent that any provision herein is determined by court order, law or rule
to be invalid, such invalidity shall in no way affect nor invalidate the other
provisions of this Agreement.

                  17.4. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

                  17.5. With respect to any and all disputes under or relating
to this Agreement, the parties consent to the exclusive jurisdiction and venue
of the Supreme Court of the State of New York, Nassau County and the United
States District Court for the Eastern District of New York and the appellate
courts with supervisory powers thereover.

                  17.6. The parties agree that in any litigation or proceeding
commenced by either party against the other, service of process shall be deemed
to be effective either by hand delivery thereof or by the mailing thereof via
certified mail, postage prepaid, with a proof of mailing receipt validated by
the U.S. Postal Service constituting the sufficient evidence of service of
process.

                  17.7. With respect to any notices that are required or
permitted to be made pursuant to this Agreement, they shall be in writing and
either delivered personally or sent by United States mail addressed as follows:


                                      -13-

<PAGE>

As to Owner:               Fairview Plaza Associates, LP
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, New York 11050
                           Attention: Leo S. Ullman

With a copy to:            Kimco Realty Corporation
                           4979 Old Street Road
                           Trevose, Pennsylvania 19053
                           Attention:  Mr. John Greenwood

As to Manager:             Brentway Management LLC
                           44 South Bayles Avenue
                           Suite 304
                           Port Washington, New York 11050
                           Attention: Brenda J. Walker

                   17.8. This Agreement may not be assigned by Manager without
the prior written consent of Owner, provided, however, that Owner consents to
Manager's designating a subsidiary or affiliate of Manager to act on behalf of
Manager as leasing and rental Manager for the Property. This Agreement shall be
binding upon and benefit the parties hereto and their respective successors and
permitted assigns.

                   17.9. This Agreement shall not be deemed at any time to be an
interest in real estate or a lien of any kind against the Property. The rights
of Manager created hereby shall not run with the land. The rights of Manager
hereunder shall at all times be subject and subordinate to any mortgage
encumbering any or all of the Property and Manager agrees to execute from time
to time documents required by a Mortgagee to confirm the foregoing
subordination.

                   17.10. Manager's relationship to Owner is strictly and solely
that of an independent contractor. Nothing contained in this Agreement shall be
deemed or construed to create a partnership or joint venture between Manager and
Owner.

                   17.11. Neither the Owner nor any present or future member,
manager, officer, director, employee, representative or agent of Owner shall
have any personal liability of any kind or nature whatsoever arising under this
agreement, and the liability of the Owner (and any present or future partner of
Owner) for its obligations under this agreement shall be limited solely to
Owner's interest in the Property and Manager shall look solely to the Property
(and the cash flow therefrom) for the enforcement of Manager's rights hereunder.

                   17.12. This Agreement may not be amended, altered or modified
except by written instruments signed by Owner and Manager and consented to by
Owner's Partners.

                   17.13. This Agreement may be executed in one or more
counterparts (and by different parties hereto on different counterparts), each
of which will constitute an original, but all of which when taken together shall


                                      -14-

<PAGE>

constitute a single contract. A facsimile signature shall for all purposes be
deemed to be an original signature, and either party hereto shall forward to the
other party an original signature if required by the other party.




                  [Remainder of Page Blank; Signatures Follow]






                                      -15-


<PAGE>




          IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties have executed this Property Management Agreement as of the day and year
first set forth above.

                                   MANAGER
                                   -------

                                   BRENTWAY MANAGEMENT LLC


                                   By:_______________________________
                                      Brenda J. Walker
                                      President


                                   OWNER
                                   -----

                                   FAIRVIEW PLAZA ASSOCIATES, L.P.

                                   By: CIF-Fairview Plaza Associates, LLC,
                                       its general partner

                                       By: Cedar Income Fund Partnership, L.P.,
                                           its sole member

                                           By: Cedar Income Fund, Ltd.,
                                               its general partner


                                               By:______________________________
                                                  Brenda J. Walker
                                                  Vice President








                                      -16-













</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE>

                                                             Loan No. 76-0026287

================================================================================


                      GENERAL ELECTRIC CAPITAL CORPORATION

                                    (Lender)

                                       to

                         FAIRVIEW PLAZA ASSOCIATES, L.P.

                                   (Borrower)


                             ----------------------

                                 LOAN AGREEMENT

                             ----------------------


                         Dated as of: January ____, 2003

                 Property Location: New Cumberland, Pennsylvania

                              DOCUMENT PREPARED BY:

                             Andrews & Kurth L.L.P.

                          1717 Main Street, Suite 3700

                               Dallas, Texas 75201

                      Attention: Charles T. Marshall, Esq.



================================================================================


<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                     <C>                                                                                      <C>
ARTICLE 1 DEFINITIONS.............................................................................................1

   Section 1.1       Certain Definitions..........................................................................1

ARTICLE 2 LOAN TERMS..............................................................................................4

   Section 2.1       The Loan.....................................................................................4
   Section 2.2       Interest Rate; Late Charge...................................................................4
   Section 2.3       Terms of Payment.............................................................................5
   Section 2.4       Security; Establishment of Funds.............................................................6

ARTICLE 3 INSURANCE, CONDEMNATION, AND IMPOUNDS...................................................................7

   Section 3.1       Insurance....................................................................................7
   Section 3.2       Use and Application of Insurance Proceeds....................................................8
   Section 3.3       Condemnation Awards..........................................................................9
   Section 3.4       Impounds....................................................................................10

ARTICLE 4 ENVIRONMENTAL MATTERS..................................................................................11

   Section 4.1       Certain Definitions.........................................................................11
   Section 4.2       Representations and Warranties on Environmental Matters.....................................11
   Section 4.3       Covenants on Environmental Matters..........................................................11
   Section 4.4       Allocation of Risks and Indemnity...........................................................12
   Section 4.5       No Waiver...................................................................................13
   Section 4.6       Lender Cure Rights..........................................................................13

ARTICLE 5 LEASING MATTERS........................................................................................14

   Section 5.1       Representations and Warranties on Leases....................................................14
   Section 5.2       Standard Lease Form; Approval Rights........................................................14
   Section 5.3       Covenants...................................................................................15
   Section 5.4       Tenant Estoppels............................................................................15

ARTICLE 6 REPRESENTATIONS AND WARRANTIES.........................................................................15

   Section 6.1       Organization, Power and Authority...........................................................15
   Section 6.2       Validity of Loan Documents..................................................................15
   Section 6.3       Liabilities; Litigation.....................................................................16
   Section 6.4       Taxes and Assessments.......................................................................16
   Section 6.5       Other Agreements; Defaults..................................................................16
   Section 6.6       Compliance with Law.........................................................................16

</TABLE>

                                                                          Page i

<PAGE>
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                     <C>                                                                                      <C>
   Section 6.7        Location of  Borrower......................................................................17
   Section 6.8        ERISA......................................................................................17
   Section 6.9        Forfeiture.................................................................................17
   Section 6.10       Tax Filings................................................................................17
   Section 6.11       Solvency...................................................................................18
   Section 6.12       Full and Accurate Disclosure...............................................................18
   Section 6.13       Flood Zone.................................................................................18
   Section 6.14       Single Purpose Entity/Separateness.........................................................18
   Section 6.15       Compliance with Anti-Terrorism Orders......................................................20
   Section 6.16       Property Specific Representations..........................................................21

ARTICLE 7 FINANCIAL REPORTING....................................................................................21

   Section 7.1       Financial Statements........................................................................21
   Section 7.2       Accounting Principles.......................................................................22
   Section 7.3       Other Information; Access...................................................................22
   Section 7.4       Annual Budget...............................................................................22

ARTICLE 8 COVENANTS..............................................................................................22

   Section 8.1       Due On Sale and Encumbrance; Transfers of Interests.........................................22
   Section 8.2       Taxes; Utility Charges......................................................................23
   Section 8.3       Control; Management.........................................................................23
   Section 8.4       Operation; Maintenance; Inspection..........................................................23
   Section 8.5       Taxes on Security...........................................................................23
   Section 8.6       Legal Existence; Name, Etc..................................................................24
   Section 8.7       Further Assurances..........................................................................24
   Section 8.8       Estoppel Certificates.......................................................................24
   Section 8.9       Notice of Certain Events....................................................................24
   Section 8.10       Indemnification............................................................................25
   Section 8.11       Cooperation................................................................................25
   Section 8.12       Payment For Labor and Materials............................................................26
   Section 8.13       Financial Covenants........................................................................26

ARTICLE 9 EVENTS OF DEFAULT......................................................................................26

   Section 9.1       Payments....................................................................................26
   Section 9.2       Insurance...................................................................................26
   Section 9.3       Sale, Encumbrance, Etc......................................................................26
   Section 9.4       Covenants...................................................................................26
   Section 9.5       Representations and Warranties..............................................................27
   Section 9.6       Other Encumbrances..........................................................................27
   Section 9.7       Involuntary Bankruptcy or Other Proceeding..................................................27
   Section 9.8       Voluntary Petitions, etc....................................................................27
   Section 9.9       Anti-Terrorism..............................................................................27

</TABLE>

                                                                         Page ii
<PAGE>
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                     <C>                                                                                      <C>
ARTICLE 10 REMEDIES..............................................................................................27

   Section 10.1       Remedies - Insolvency Events...............................................................27
   Section 10.2       Remedies - Other Events....................................................................27
   Section 10.3       Lender's Right to Perform the Obligations..................................................28

ARTICLE 11 MISCELLANEOUS.........................................................................................28

   Section 11.1       Notices....................................................................................28
   Section 11.2       Amendments and Waivers.....................................................................29
   Section 11.3       Limitation on Interest.....................................................................29
   Section 11.4       Invalid Provisions.........................................................................30
   Section 11.5       Reimbursement of Expenses..................................................................30
   Section 11.6       Approvals; Third Parties; Conditions.......................................................31
   Section 11.7       Lender Not in Control; No Partnership......................................................31
   Section 11.8       Contest of Certain Claims..................................................................31
   Section 11.9       Time of the Essence........................................................................32
   Section 11.10      Successors and Assigns.....................................................................32
   Section 11.11      Renewal, Extension or Rearrangement........................................................32
   Section 11.12      Waivers....................................................................................32
   Section 11.13      Cumulative Rights; Joint and Several Liability.............................................32
   Section 11.14      Singular and Plural........................................................................32
   Section 11.15      Phrases....................................................................................33
   Section 11.16      Exhibits and Schedules.....................................................................33
   Section 11.17      Titles of Articles, Sections and Subsections...............................................33
   Section 11.18      Promotional Material.......................................................................33
   Section 11.19      Survival...................................................................................33
   Section 11.20      Waiver of Jury Trial.......................................................................33
   Section 11.21      Waiver of Punitive or Consequential Damages................................................34
   Section 11.22      Governing Law..............................................................................34
   Section 11.23      Entire Agreement...........................................................................34
   Section 11.24      Counterparts...............................................................................34

ARTICLE 12 LIMITATIONS ON LIABILITY..............................................................................34

   Section 12.1       Limitation on Liability....................................................................34
   Section 12.2       Limitation on Liability of Lender's Officers, Employees, etc...............................35

</TABLE>

LIST OF EXHIBITS AND SCHEDULES
------------------------------

EXHIBIT A          LEGAL DESCRIPTION OF PROJECT
SCHEDULE I         DEFEASANCE


                                                                        Page iii

<PAGE>


                                 LOAN AGREEMENT

         This Loan Agreement (this "Agreement") is entered into as of January
____, 2003 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("Lender"), and FAIRVIEW PLAZA ASSOCIATES, LP, a Delaware limited partnership,
whose organization number is 3582949 ("Borrower").

                                   ARTICLE 1
                                   DEFINITIONS

         Section 1.1 Certain Definitions. As used herein, the following terms
have the meanings indicated:

         "Affiliate" means (a) any corporation in which Borrower or any partner,
shareholder, director, officer, member, or manager of Borrower directly or
indirectly owns or controls more than ten percent (10%) of the beneficial
interest, (b) any partnership, joint venture or limited liability company in
which Borrower or any partner, shareholder, director, officer, member, or
manager of Borrower is a partner, joint venturer or member, (c) any trust in
which Borrower or any partner, shareholder, director, officer, member or manager
of Borrower is a trustee or beneficiary, (d) any entity of any type which is
directly or indirectly owned or controlled by Borrower or any partner,
shareholder, director, officer, member or manager of Borrower, (e) any partner,
shareholder, director, officer, member, manager or employee of Borrower, (f) any
Person related by birth, adoption or marriage to any partner, shareholder,
director, officer, member, manager, or employee of Borrower, or (g) any Borrower
Party.

         "Agreement" means this Loan Agreement, as amended from time to time.

         "Assignment of Leases and Rents" means the Assignment of Leases and
Rents, executed by Borrower for the benefit of Lender, and pertaining to leases
of space in the Project.

         "Award" has the meaning assigned in Section 3.3.

         "Bankruptcy Party" has the meaning assigned in Section 9.7.

         "Borrower Party" means any Joinder Party, any general partner of
Borrower, and any general partner in any partnership that is a general partner
of Borrower, any managing member of Borrower, and any managing member in any
limited liability company that is a managing member of Borrower, at any level.

         "Business Day" means a day other than a Saturday, a Sunday, or a legal
holiday on which national banks located in the State of New York are not open
for general banking business.

         "Casualty" has the meaning assigned in Section 3.2.

         "Closing Date" means the date the Loan is funded by Lender.

                                                                          Page 1
<PAGE>

         "Commitment" means the commitment letter, dated December 10, 2002,
issued by Lender and accepted by Borrower on January __, 2003.

         "Condemnation" has the meaning assigned in Section 3.3.

         "Contract Rate" has the meaning assigned in Section 2.2.

         "Debt" means, for any Person, without duplication: (a) all indebtedness
of such Person for borrowed money, for amounts drawn under a letter of credit,
or for the deferred purchase price of property for which such Person or its
assets is liable, (b) all unfunded amounts under a loan agreement, letter of
credit, or other credit facility for which such Person would be liable, if such
amounts were advanced under the credit facility, (c) all amounts required to be
paid by such Person as a guaranteed payment to partners or a preferred or
special dividend, including any mandatory redemption of shares or interests, (d)
all indebtedness guaranteed by such Person, directly or indirectly, (e) all
obligations under leases that constitute capital leases for which such Person is
liable, and (f) all obligations of such Person under swaps, caps, floors,
collars and other hedge agreements, in each case whether such Person is liable
contingently or otherwise, as obligor, guarantor or otherwise, or in respect of
which obligations such Person otherwise assures a creditor against loss.

         "Debt Service" means the aggregate interest, fixed principal, and other
payments due under the Loan, and on any other outstanding permitted Debt
relating to the Project approved by Lender for the period of time for which
calculated.

         "Default Rate" means the lesser of (a) the maximum rate of interest
allowed by applicable law, and (b) five percent (5%) per annum in excess of the
Contract Rate.

         "Defeasance Option" has the meaning assigned in Section 2.3(c).

         "Environmental Laws" has the meaning assigned in Section 4.1(a).

         "ERISA" has the meaning assigned in Section 6.8.

         "Event of Default" has the meaning assigned in Article 9.

         "Funds" means the Replacement Escrow Fund and the Rollover Escrow Fund.

         "Hazardous Materials" has the meaning assigned in Section 4.1(b).

         "Insurance Premiums" has the meaning assigned in Section 3.1(c).

         "Joinder Party" means the Persons, if any, executing the Joinder
hereto.

         "Lien" means any interest, or claim thereof, in the Project securing an
obligation owed to, or a claim by, any Person other than the owner of the
Project, whether such interest is based on common law, statute or contract,
including the lien or security interest arising from a deed of trust, mortgage,
assignment, encumbrance, pledge, security agreement, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes. The term
"Lien" shall include reservations, exceptions, encroachments, easements, rights
of way, covenants, conditions, restrictions, leases and other title exceptions
and encumbrances affecting the Project.

                                                                          Page 2
<PAGE>


         "Loan" means the loan made by Lender to Borrower under this Agreement
and all other amounts secured by the Loan Documents.

         "Loan Documents" means: (a) this Agreement, (b) the Note, (c) the
Mortgage, (d) the Assignment of Leases and Rents, (e) Uniform Commercial Code
financing statements, (f) such assignments of management agreements, contracts
and other rights as may be required under the Commitment or otherwise requested
by Lender, (g) all other documents evidencing, securing, governing or otherwise
pertaining to the Loan, and (h) all amendments, modifications, renewals,
substitutions and replacements of any of the foregoing; provided however, in no
event shall the term "Loan Documents" include that certain Hazardous Materials
Indemnity Agreement (the "Environmental Indemnity Agreement") dated the date
hereof in favor of Lender.

         "Loan Year" means (a) for the first Loan Year, the period between the
date hereof and one calendar year from the last day of the month in which the
Closing Date occurs (unless the Closing Date is on the first day of a month, in
which case the first Loan Year shall commence on such Closing Date and end one
calendar year from the last day of the month immediately preceding the Closing
Date) and (b) each consecutive twelve month calendar period after the first Loan
Year until the Maturity Date.

         "Maturity Date" means, as applicable, the earlier of (a) February 1,
2013, or (b) any earlier date on which the entire Loan is required to be paid in
full, by acceleration or otherwise, under this Agreement or any of the other
Loan Documents.

         "Mortgage" means the Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing, executed by Borrower in favor of Lender, covering
the Project.

         "Note" means the Promissory Note of even date, in the stated principal
amount of $6,080,000.00, executed by Borrower, and payable to the order of
Lender in evidence of the Loan.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, trustee, estate, limited liability
company, unincorporated organization, real estate investment trust, government
or any agency or political subdivision thereof, or any other form of entity.

         "Potential Default" means the occurrence of any event or condition
which, with the giving of notice, the passage of time, or both, would constitute
an Event of Default.

         "Project" means Fairview Plaza, New Cumberland, Pennsylvania, and all
related facilities, amenities, fixtures, and personal property owned by Borrower
and any improvements now or hereafter located on the real property described in
Exhibit A.


                                                                          Page 3
<PAGE>

         "Rating Agencies" means each of Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc., Moody's Investors Service, Inc., and Fitch, Inc.,
or any other nationally-recognized statistical rating agency which has been
approved by Lender.

         "Replacement Escrow Fund" has the meaning assigned in Section 2.4.

         "Rollover Escrow Fund" has the meaning assigned in Section 2.4.

         "Secondary Market Transaction" has the meaning assigned in Section
8.11.

         "Single Purpose Entity" shall mean a Person (other than an individual,
a government or any agency or political subdivision thereof), which exists
solely for the purpose of owning the Project, observes corporate, company or
partnership formalities, as applicable, independent of any other entity, and
which otherwise complies with the covenants set forth in Section 6.14 hereof.

         "Site Assessment" means an environmental engineering report for the
Project prepared at Borrower's expense by an engineer engaged by Borrower, or
Lender on behalf of Borrower, and approved by Lender, and in a manner reasonably
satisfactory to Lender, based upon an investigation relating to and making
appropriate inquiries concerning the existence of Hazardous Materials on or
about the Project, and the past or present discharge, disposal, release or
escape of any such substances, all consistent with ASTM Standard E1527-93 (or
any successor thereto published by ASTM) and good customary and commercial
practice.

         "SPC Party" has the meaning assigned in Section 6.14(o).

         "State" means the Commonwealth of Pennsylvania.

         "Tax and Insurance Escrow Fund" has the meaning assigned in Section
3.4.

         "Taxes" has the meaning assigned in Section 8.2.

         "Yield Maintenance Amount" has the meaning assigned in Schedule 1.

                                   ARTICLE 2
                                   LOAN TERMS

         Section 2.1 The Loan. Upon satisfaction of all the terms and conditions
set forth in the Commitment, Lender agrees to make a Loan of SIX MILLION EIGHTY
THOUSAND AND NO/100 DOLLARS ($6,080,000.00) to the Borrower, which shall be
funded in one advance and repaid in accordance with the terms of this Agreement
and the Note. Borrower hereby agrees to accept the Loan on the Closing Date,
subject to and upon the terms and conditions set forth herein.

         Section 2.2 Interest Rate; Late Charge. The outstanding principal
balance of the Loan shall bear interest at a rate of interest equal to
___________________________ percent (___%) per annum (the "Contract Rate").
Interest at the Contract Rate shall be computed on the basis of a fraction, the


                                                                          Page 4
<PAGE>

denominator of which is three hundred sixty (360) days and the numerator of
which is the actual number of days elapsed from the date of the initial
disbursement under the Loan or the date of the preceding interest installment
due date, as the case may be, to the date of the next interest installment due
date or the Maturity Date. If Borrower fails to pay any installment of interest
or principal within five (5) days of (and including) the date on which the same
is due, Borrower shall pay to Lender a late charge on such past-due amount, as
liquidated damages and not as a penalty, equal to five percent (5%) of such
amount, but not in excess of the maximum amount of interest allowed by
applicable law. While any Event of Default exists, the Loan shall bear interest
at the Default Rate.

         Section 2.3 Terms of Payment. The Loan shall be payable as follows:

         (a) Interest and Principal. A payment of interest only on the date
hereof for the period from the date hereof through the last day of the current
month. Thereafter, a constant payment of $_____________, on the first day of
March, 2003 and on the first day of each calendar month thereafter; each of such
payments, to be applied (i) to the payment of interest computed at the Contract
Rate and (ii) the balance applied toward reduction of the principal sum. The
constant payment required hereunder is based on a thirty (30)-year amortization
schedule.

         (b) Maturity. On the Maturity Date, Borrower shall pay to Lender all
outstanding principal, accrued and unpaid interest, default interest, late
charges and any and all other amounts due under the Loan Documents.

         (c) Prepayment. Except as set forth herein, the Loan is closed to
prepayment in whole or in part. Notwithstanding the foregoing, (i) the Loan may
be prepaid in whole, but not in part, on or after the scheduled monthly payment
date for the one hundred eighteenth (118th) payment of principal and interest
and (ii) from the earlier to occur of (x) two (2) years after the sale of the
Loan in a Secondary Market Transaction or (y) the fourth (4th) anniversary of
the Closing Date, provided no Event of Default exists, Borrower may obtain the
release of the Project from the lien of the Mortgage in accordance with the
terms and provisions of Schedule I attached hereto (the "Defeasance Option").

         If the Loan is accelerated for any reason other than casualty or
condemnation, and the Loan is otherwise closed to prepayment, Borrower shall
pay, in addition to all other amounts outstanding under the Loan Documents, a
prepayment premium equal to the sum of (i) the Yield Maintenance Amount, if any,
that would be required under the Defeasance Option and (ii) five percent (5%) of
the outstanding balance of the Loan. If for any reason the Loan is prepaid on a
day other than a scheduled monthly payment date, the Borrower shall pay, in
addition to the principal, interest and premium, if any, required under this
Section, an amount equal to the interest that would have accrued on the Loan
from the date of prepayment to the next scheduled monthly payment date. In the
event of a prepayment resulting from Lender's application of insurance or
condemnation proceeds pursuant to Article 3 hereof, no prepayment penalty or
premium shall be imposed.


                                                                          Page 5
<PAGE>

         Section 2.4 Security; Establishment of Funds.

         (a) The Loan shall be secured by the Mortgage creating a first lien on
the Project, the Assignment of Leases and Rents and the other Loan Documents.
Borrower agrees to establish the following reserves with Lender, to be held by
Lender as further security for the Loan:

             (i)  Borrower shall deposit with Lender on the first day of each
                  calendar month a scheduled payment is due the amount of
                  $2,030.00 which shall be held by Lender for replacements and
                  repairs required to be made to the Project during the calendar
                  year (the "Replacement Escrow Fund"); and

             (ii) Borrower shall deposit with Lender on the first day of each
                  calendar month a scheduled payment is due the amount of
                  $910.00 which shall be held by Lender for tenant improvement
                  and leasing commission obligations incurred following the date
                  hereof (the "Rollover Escrow Fund"). Disbursements of the
                  Rollover Escrow Fund for tenant improvement and leasing
                  commission costs (i) for designated spaces for which more than
                  one lease is executed may be made on a pro-rata basis for each
                  lease upon satisfaction of conditions to disbursement to each
                  such lease and (ii) for designated tenants may be disbursed
                  with respect to a replacement or substitute tenant approved by
                  Lender.

         (b) Pledge and Disbursement of Funds. Borrower hereby pledges to
Lender, and grants a security interest in, any and all monies now or hereafter
deposited in the Funds as additional security for the payment of the Loan.
Lender may reasonably reassess its estimate of the amount necessary for the
Funds from time to time and may adjust the monthly amounts required to be
deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall
make disbursements from the Funds as requested by Borrower, and approved by
Lender in its reasonable discretion, on a quarterly basis in increments of no
less than $5,000.00 upon delivery by Borrower of Lender's standard form of draw
request accompanied by copies of paid invoices for the amounts requested and, if
required by Lender, lien waivers and releases from all parties furnishing
materials and/or services in connection with the requested payment. Lender may
require an inspection of the Project at Borrower's expense prior to making a
quarterly disbursement in order to verify completion of replacements and repairs
for which reimbursement is sought. The Funds shall be held without interest in
Lender's name and may be commingled with Lender's own funds at financial
institutions selected by Lender in its reasonable discretion. Upon the
occurrence of an Event of Default, Lender may apply any sums then present in the
Funds to the payment of the Loan in any order in its reasonable discretion.
Until expended or applied as above provided, the Funds shall constitute
additional security for the Loan. Lender shall have no obligation to release any
of the Funds while any Event of Default or Potential Default exists or any
material adverse change has occurred in Borrower or any Joinder Party, the
Project, or any major or anchor tenant. All reasonable costs and expenses
incurred by Lender in the disbursement of any of the Funds shall be paid by
Borrower promptly upon demand or, at Lender's sole discretion, deducted from the
Funds.


                                                                          Page 6
<PAGE>

                                    ARTICLE 3

                      INSURANCE, CONDEMNATION, AND IMPOUNDS

         Section 3.1 Insurance. Borrower shall maintain insurance as follows:

         (a) Casualty; Business Interruption.

             (i)   Subject to the provisions of subsection (e) below, Borrower
                   shall keep the Project insured against damage by fire and the
                   other hazards covered by a standard extended coverage and
                   all-risk insurance policy for the full insurable value
                   thereof on a replacement cost claim recovery basis (without
                   reduction for depreciation or co- insurance), and shall
                   maintain such other casualty insurance as reasonably required
                   by Lender. Such insurance shall include coverage against acts
                   of terrorism. Lender reserves the right to require from time
                   to time the following additional insurance: boiler and
                   machinery; flood; earthquake/sinkhole; worker's compensation;
                   and/or building law or ordina nce. Borrower shall keep the
                   Project insured against loss by flood if the Project is
                   located currently or at any time in the future in an area
                   identified by the Federal Emergency Management Agency as an
                   area having special flood hazards and in which flood
                   insurance has been made available under the National Flood
                   Insurance Act of 1968, the Flood Disaster Protection Act of
                   1973 or the National Flood Insurance Reform Act of 1994 (as
                   such acts may from time to time be amended) in an amount at
                   least equal to the lesser of (i) the maximum amount of the
                   Loan or (ii) the maximum limit of coverage available under
                   said acts. Any such flood insurance policy shall be issued in
                   accordance with the requirements and current guidelines of
                   the Federal Insurance Administration.

             (ii)  Borrower shall maintain use and occupancy insurance covering,
                   as applicable, rental income or business interruption, with
                   coverage in an amount not less than twelve (12) months
                   anticipated gross rental income or gross business earnings,
                   as applicable in each case, attributable to the Project.

             (iii) Borrower shall not maintain any separate or additional
                   insurance which is contributing in the event of loss unless
                   it is properly endorsed and otherwise reasonably satisfactory
                   to Lender in all respects. The proceeds of insurance paid on
                   account of any damage or destruction to the Project shall be
                   paid to Lender to be applied as provided in Section 3.2.

         (b) Liability. Borrower shall maintain (i) commercial general liability
insurance with respect to the Project providing for limits of liability of not
less than $5,000,000 for both injury to or death of a person and for property
damage per occurrence, and (ii) other liability insurance as reasonably required
by Lender.





                                                                          Page 7



<PAGE>



         (c) Form and Quality. All insurance policies shall be endorsed in form
and substance acceptable to Lender to name Lender as an additional insured, loss
payee or mortgagee thereunder, as its interest may appear, with loss payable to
Lender, without contribution, under a standard New York (or local equivalent)
mortgagee clause. All such insurance policies and endorsements shall be fully
paid for and contain such provisions and expiration dates and be in such form
and issued by such insurance companies licensed to do business in the State,
with a general company and financial size rating of "A-IX" or better as
established by Best's Rating Guide and "AA" or better by Standard & Poor's
Ratings Group. Each policy shall provide that such policy may not be canceled or
materially changed except upon thirty (30) days' prior written notice of
intention of non-renewal, cancellation or material change to Lender and that no
act or thing done by Borrower shall invalidate any policy as against Lender.
Blanket policies shall be permitted only if Lender receives appropriate
endorsements and/or duplicate policies containing Lender's right to continue
coverage on a pro rata pass-through basis and that coverage will not be affected
by any loss on other properties covered by the policies. Borrower authorizes
Lender to pay the premiums for such policies (the "Insurance Premiums ") from
the Tax and Insurance Escrow Fund as the same become due and payable annually in
advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow
Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain
such insurance and pay the premium therefor and Borrower shall, on demand,
reimburse Lender for all expenses incurred in connection therewith. Borrower
shall assign the policies or proofs of insurance to Lender, in such manner and
form that Lender and its successors and assigns shall at all times have and hold
the same as security for the payment of the Loan. Borrower shall deliver copies
of certificate evidencing all policies of insurance, together with the
endorsements required hereunder. The proceeds of insurance policies coming into
the possession of Lender shall not be deemed trust funds, and Lender shall be
entitled to apply such proceeds as herein provided.

         (d) Adjustments. Borrower shall give immediate written notice of any
loss to the insurance carrier and to Lender. Borrower hereby irrevocably
authorizes and empowers Lender, as attorney- in- fact for Borrower coupled with
an interest, to make proof of loss, to adjust and compromise any claim under
insurance policies, to appear in and prosecute any action arising from such
insurance policies, to collect and receive insurance proceeds, and to deduct
therefrom Lender's reasonable expenses incurred in the collection of such
proceeds. Notwithstanding the foregoing, Lender shall give reasonable prior
notice to Borrower of such actions and of the amount of any insurance
settlement, and shall not adjust or settle any loss without Borrower's prior
written consent (which shall not be unreasonably withheld) unless an Event of
Default or Potential Default then exists. Nothing contained in this Section
3.1(d), however, shall require Lender to incur any expense or take any action
hereunder.

         (e) Tenant Insurance. Borrower's obligation to carry and maintain the
insurance required under Sections 3.1(a)(i) above shall be suspended so long as:
(1) all insurance requirements set forth in those Leases (collectively, the
"Tenant Lease") with Fulton Bank and Giant Foods (collectively, " Tenant"),
shall, at all times, be satisfied; (2) Tenant carries and maintains, at all
times, all of the insurance required to be carried by the insurance requirements
under the Tenant Lease; and (3) Tenant remains the tenant under the Tenant
Lease. In the event that (i) the insurance requirements set forth in the Tenant
Lease are not being satisfied; (ii) Tenant fails to carry and maintain all of
the insurance required to be carried by the insurance requirements under the
Tenant Lease for any period of time; or (iii) Tenant is not the tenant under the
Tenant Lease, then Borrower shall be required to immediately maintain all of the
insurance required under Sections 3.1(a)(i) above in accordance with the terms
of this Agreement.





                                                                          Page 8





<PAGE>


         Section 3.2 Use and Application of Insurance Proceeds.

         (a) If the Project shall be damaged or destroyed, in whole or in part,
by fire or other casualty (a "Casualty"), Borrower shall give prompt notice
thereof to Lender. Following the occurrence of a Casualty, Borrower, regardless
of whether insurance proceeds are available, shall promptly proceed to restore,
repair, replace or rebuild the same to be of at least equal value and of
substantially the same character as prior to such damage or destruction, all to
be effected in accordance with applicable law.

         (b) Lender shall apply insurance proceeds to costs of restoring the
Project or to the payment of the Loan as follows:

             (i)   if the loss is less than or equal to $200,000, Lender shall
                   apply the insurance proceeds to restoration provided (A) no
                   Event of Default or Potential Default exists, and (B)
                   Borrower promptly commences and is diligently pursuing
                   restoration of the Project;

             (ii)  if the loss exceeds $200,000 but is not more than 25% of the
                   replacement value of the improvements, Lender shall apply the
                   insurance proceeds to restoration provided that (A) at all
                   times during such restoration no Event of Default or
                   Potential Default exists; (B) Lender determines throughout
                   the restoration that there are sufficient funds available to
                   restore and repair the Project to a condition approved by
                   Lender; (C) Lender determines that the net operating income
                   of the Project during restoration, taking into account rent
                   loss or business interruption insurance, will be sufficient
                   to pay Debt Service; (D) Lender determines (based on leases
                   which will remain in effect after restoration is complete if
                   the Project is not a multi-family project) that after
                   restoration the ratio of net operating income to Debt Service
                   will equal at least the ratio that existed on the Closing
                   Date; (E) Lender determines that the ratio of the outstanding
                   principal balance of the Loan to appraised value of the
                   project after restoration will not exceed the loan-to-value
                   ratio that existed on the Closing Date; (F) Lender determines
                   that restoration and repair of the Project to a condition
                   approved by Lender will be completed within six months after
                   the date of loss or casualty and in any event ninety (90)
                   days prior to the Maturity Date; (G) Borrower promptly
                   commences and is diligently pursuing restoration of the
                   Project promptly upon adjustment of the loss with the
                   casualty insurer; and (H) the Project, due to its legal
                   non-conforming status, after the restoration will be in
                   compliance with and permitted under all applicable zoning,
                   building and land use laws, rules, regulations and ordinances
                   governing legally non-conforming properties;

             (iii) if the conditions set forth in (i) and (ii) above are not
                   satisfied in Lender's reasonable discretion, Lender may apply
                   any insurance proceeds it may receive to the payment of the
                   Loan or allow all or a portion of such proceeds to be used
                   for the restoration of the Project; and












                                                                          Page 9



<PAGE>


             (iv)  notwithstanding anything to the contrary set forth in this
                   section, Lender shall apply the insurance proceeds to
                   restoration if and to the extent that Borrower as landlord
                   under any of the anchor tenant leases would be required to
                   restore the improvements damaged, provided no Event of
                   Default or Potential Default then exists.

         (c) Insurance proceeds applied to restoration will be disbursed on
receipt of reasonably satisfactory plans and specifications, contracts and
subcontracts, schedules, budgets, lien waivers and architects' certificates, and
otherwise in accordance with prudent commercial construction lending practices
for construction loan advances (including appropriate retainages to ensure that
all work is completed in a workmanlike manner).

         Section 3.3 Condemnation Awards . Borrower shall promptly give Lender
written notice of the actual or threatened commencement of any condemnation or
eminent domain proceeding (a "Condemnation") and shall deliver to Lender copies
of any and all papers served in connection with such Condemnation. Following the
occurrence of a Condemnation, Borrower, to the extent that any award or
compensation (an "Award") is available, shall promptly proceed to restore,
repair, replace or rebuild the same to the extent practicable to be of at least
equal value and of substantially the same character as prior to such
Condemnation, all to be effected in accordance with applicable law. Lender may
participate in any such proceeding and Borrower will deliver to Lender all
instruments necessary or required by Lender to permit such participation.
Without Lender's prior consent (which shall not be unreasonably withheld),
Borrower (a) shall not agree to any Award, and shall not take any action or (b)
fail to take any action which would cause the Award to be determined. All Awards
for the taking or purchase in lieu of condemnation of the Project or any part
thereof are hereby assigned to and shall be paid to Lender. Borrower authorizes
Lender to collect and receive such Awards, to give proper receipts and
acquittances therefor, and in Lender's sole discretion to apply the same toward
the payment of the Loan, notwithstanding that the Loan may not then be due and
payable, or to the restoration of the Project; provided, however, if the Award
is less than or equal to $100,000 and Borrower requests that such proceeds be
used for non-structural site improvements (such as landscape, driveway, walkway
and parking area repairs) required to be made as a result of such condemnation,
Lender will apply the Award to such restoration in accordance with disbursement
procedures applicable to insurance proceeds provided there exists no Potential
Default or Event of Default, and provided further that Lender will make such
Award available for restoration to the extent required by any of the anchor
tenant leases and provided there shall not then exist an Event of Default or
Potential Default hereunder. Borrower, upon request by Lender, shall execute all
instruments requested to confirm the assignment of the Awards to Lender, free
and clear of all liens, charges or encumbrances.


                                                                         Page 10





<PAGE>


         Section 3.4 Impounds.

         (a) Subject to subsection (b) below, Borrower shall deposit with
Lender, monthly, (a) one-twelfth (1/12th) of the Taxes that Lender estimates
will be payable during the next ensuing twelve (12) months in order to
accumulate with Lender sufficient funds to pay all such Taxes at least thirty
(30) days prior to their respective due dates, and (b) one-twelfth (1/12th) of
the Insurance Premiums that Lender estimates will be payable for the renewal of
the coverage afforded by the insurance policies required by Lender upon the
expiration thereof in order to accumulate with Lender sufficient funds to pay
all such Insurance Premiums at least thirty (30) days prior to expiration (said
amounts in (a) and (b) above hereinafter called the " Tax and Insurance Escrow
Fund"). At or before the advance of the Loan, Borrower shall deposit with Lender
a sum of money which together with the monthly installments will be sufficient
to make each of such payments thirty (30) days prior to the date any delinquency
or penalty becomes due with respect to such payments. Deposits shall be made on
the basis of Lender's estimate from time to time of the charges for the current
year (after giving effect to any reassessment or, at Lender's election, on the
basis of the charges for the prior year, with adjustments when the charges are
fixed for the then current year). All funds so deposited shall be held by
Lender, without interest, and may be commingled with Lender's general funds.
Borrower hereby grants to Lender a security interest in all funds so deposited
with Lender for the purpose of securing the Loan. While an Event of Default
exists, the funds deposited may be applied in payment of the charges for which
such funds have been deposited, or to the payment of the Loan or any other
charges affecting the security of Lender, as Lender may elect, but no such
application shall be deemed to have been made by operation of law or otherwise
until actually made by Lender. Borrower shall furnish Lender with bills for the
charges for which such deposits are required at least thirty (30) days prior to
the date on which the charges first become payable. If at any time the amount on
deposit with Lender, together with amounts to be deposited by Borrower before
such charges are payable, is insufficient to pay such charges, Borrower shall
deposit any deficiency with Lender immediately upon demand. Lender shall pay
such charges when the amount on deposit with Lender is sufficient to pay such
charges and Lender has received a bill for such charges.

         (b) Borrower's obligation to make monthly deposits into the Tax and
Insurance Escrow Fund for the insurance required under Section 3.1(a)(i) shall
be suspended so long as Tenant pays the Insurance Premiums for the Project
required under the Leases as they become due and payable annually in advance and
furnishes to Lender evidence of the renewal of each policy with receipts for the
payment of Insurance Premiums or other evidence of such payment reasonably
satisfactory to Lender. In the event that Tenant fails to maintain insurance in
compliance with this Section 3.4, Lender may obtain such insurance and pay the
premium therefor and Borrower shall, on dema nd, reimburse Lender for all
expenses incurred in connection therewith and thereafter, Borrower shall be
required to make monthly deposits into the Tax and Insurance Escrow Fund in
accordance with subsection (a) above.











                                                                        Page 10A

<PAGE>




                                   ARTICLE 4
                              ENVIRONMENTAL MATTERS

         Section 4.1 Certain Definitions. As used herein, the following terms
have the meanings indicated:

         (a) "Environmental Laws" means any federal, state or local law (whether
imposed by statute, ordinance, rule, regulation, administrative or judicial
order, or common law), now or hereafter enacted, governing health, safety,
industrial hygiene, the environment or natural resources, or Hazardous
Materials, including, without limitation, such laws governing or regulating (i)
the use, generation, storage, removal, recovery, treatment, handling, transport,
disposal, control, release, discharge of, or exposure to, Hazardous Materials,
(ii) the transfer of property upon a negative declaration or other approval of a
governmental authority of the environmental condition of such property, or (iii)
requiring notification or disclosure of releases of Hazardous Materials or other
environmental conditions whether or not in connection with a transfer of title
to or interest in property.

         (b) "Hazardous Materials" means (i) petroleum or chemical products,
whether in liquid, solid, or gaseous form, or any fraction or by-product
thereof, (ii) asbestos or asbestos-containing materials, (iii) polychlorinated
biphenyls (pcbs), (iv) radon gas, (v) underground storage tanks, (vi) any
explosive or radioactive substances, (vii) lead or lead-based paint, or (viii)
any other substance, material, waste or mixture which is or shall be listed,
defined, or otherwise determined by any governmental authority to be hazardous,
toxic, dangerous or otherwise regulated, controlled or giving rise to liability
under any Environmental Laws.

         Section 4.2 Representations and Warranties on Environmental Matters. To
Borrower's knowledge, except as set forth in the Site Assessment, (a) no
Hazardous Material is now or was formerly used, stored, generated, manufactured,
installed, treated, discharged, disposed of or otherwise present at or about the
Project or any property adjacent to the Project (except for cleaning and other
products currently used in connection with the routine maintenance or repair of
the Project in full compliance with Environmental Laws) and no Hazardous
Material was removed or transported from the Project, (b) all permits, licenses,
approvals and filings required by Environmental Laws have been obtained, and the
use, operation and condition of the Project does not, and did not previously,
violate any Environmental Laws, (c) no civil, criminal or administrative action,
suit, claim, hearing, investigation or proceeding has been brought or been
threatened, nor have any settlements been reached by or with any parties or any
liens imposed in connection with the Project concerning Hazardous Materials or
Environmental Laws; and (d) no underground storage tanks exist on any part of
the Project.

         Section 4.3 Covenants on Environmental Matters.

         (a) Borrower shall (i) comply strictly and in all material respects
with applicable Environmental Laws; (ii) notify Lender immediately upon
Borrower's discovery of any spill, discharge, release or presence of any
Hazardous Material at, upon, under, within, contiguous to or otherwise affecting
the Project; (iii) promptly remove such Hazardous Materials and remediate the


                                                                         Page 11
<PAGE>

Project in full compliance with Environmental Laws or as reasonably required by
Lender based upon the recommendations and specifications of an independent
environmental consultant approved by Lender; and (iv) promptly forward to Lender
copies of all orders, notices, permits, applications or other communications and
reports in connection with any spill, discharge, release or the presence of any
Hazardous Material or any other matters relating to the Environmental Laws or
any similar laws or regulations, as they may affect the Project or Borrower.

         (b) Borrower shall not cause, shall prohibit any other Person within
the control of Borrower from causing, and shall use prudent, commercially
reasonable efforts to prohibit other Persons (including tenants) from (i)
causing any spill, discharge or release, or the use, storage, generation,
manufacture, installation, or disposal, of any Hazardous Materials at, upon,
under, within or about the Project or the transportation of any Hazardous
Materials to or from the Project (except for cleaning and other products used in
connection with routine maintenance or repair of the Project in full compliance
with Environmental Laws), (ii) installing any underground storage tanks at the
Project, or (iii) conducting any activity that requires a permit or other
authorization under Environmental Laws.

         (c) Borrower shall provide to Lender, at Borrower's expense promptly
upon the written request of Lender from time to time (provided that Lender has a
reasonable basis for requesting same), a Site Assessment or, if required by
Lender (provided that Lender has a reasonable basis for requiring same), an
update to any existing Site Assessment, to assess the presence or absence of any
Hazardous Materials and the potential costs in connection with abatement,
cleanup or removal of any Hazardous Materials found on, under, at or within the
Project. Borrower shall pay the cost of no more than one such Site Assessment or
update in any thirty-six (36)-month period, unless Lender's request for a Site
Assessment is based on information provided under Section 4.3(a), a reasonable
suspicion of Hazardous Materials at or near the Project, a breach of
representations under Section 4.2, or an Event of Default, in which case any
such Site Assessment or update shall be at Borrower's expense. Borrower shall
provide to Lender, at Lender's expense, an updated Site Assessment in the event
Lender requests same solely to satisfy the requirements of a securitization of
the Loan.

         Section 4.4 Allocation of Risks and Indemnity. As between Borrower and
Lender, all risk of loss associated with non-compliance with Environmental Laws,
or with the presence of any Hazardous Material at, upon, within, contiguous to
or otherwise affecting the Project, shall lie solely with Borrower. Accordingly,
Borrower shall bear all risks and costs associated with any loss (including any
loss in value attributable to Hazardous Materials), damage or liability
therefrom, including all costs of removal of Hazardous Materials or other
remediation required by Lender or by law. Borrower shall indemnify, defend and
hold Lender and its shareholders, directors, officers, employees and agents
harmless from and against all loss, liabilities, damages, claims, costs and
expenses (including reasonable costs of defense and consultant fees,
investigation and laboratory fees, court costs, and other litigation expenses)
arising out of or associated, in any way, with (a) the non-compliance with
Environmental Laws, or (b) the existence of Hazardous Materials in, on, or about
the Project, (c) any personal injury (including wrongful death) or property
damage (real or personal) arising out of or related to Hazardous Materials; (d)
any lawsuit brought or threatened, settlement reached, or government order


                                                                         Page 12
<PAGE>

relating to such Hazardous Materials, (e) a breach of any representation,
warranty or covenant contained in this Article 4, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute
or common law, or (f) the imposition of any environmental lien encumbering the
Project; provided, however, Borrower shall not be liable under such
indemnification to the extent such loss, liability, damage, claim, cost or
expense results solely from Lender's gross negligence or willful misconduct.
Borrower's obligations under this Section 4.4 shall arise whether or not any
governmental authority has taken or threatened any action in connection with the
presence of any Hazardous Material, and whether or not the existence of any such
Hazardous Material or potential liability on account thereof is disclosed in the
Site Assessment and shall continue notwithstanding the repayment of the Loan or
any transfer or sale of any right, title and interest in the Project (by
foreclosure, deed in lieu of foreclosure or otherwise). Additionally, if any
Hazardous Materials affect or threaten to affect the Project, Lender may (but
shall not be obligated to) give such notices and take such actions as it deems
necessary or advisable at the expense of the Borrower in order to abate the
discharge of any Hazardous Materials or remove the Hazardous Materials. Any
amounts payable to Lender by reason of the application of this Section 4.4 shall
become immediately due and payable and shall bear interest at the Default Rate
from the date loss or damage is sustained by Lender until paid. The obligations
and liabilities of Borrower under this Section 4.4 shall survive any
termination, satisfaction, assignment, entry of a judgment of foreclosure or
delivery of a deed in lieu of foreclosure.

         Section 4.5 No Waiver. Notwithstanding any provision in this Article 4
or elsewhere in the Loan Documents, or any rights or remedies granted by the
Environmental Indemnity Agreement or the Loan Documents, Lender does not waive
and expressly reserves all rights and benefits now or hereafter accruing to
Lender under the "security interest" or "secured creditor" exception under
applicable Environmental Laws, as the same may be amended. No action taken by
Lender pursuant to the Environmental Indemnity Agreement or the Loan Documents
shall be deemed or construed to be a waiver or relinquishment of any such rights
or benefits under the "security interest exception."

         Section 4.6 Lender Cure Rights. If there is a release of Hazardous
Materials affecting the Project, whether or not the release originates or
emanates from the Project or any contiguous real estate, or if Borrower shall
fail to comply with any Environmental Laws, Lender may at its election, but
without the obligation to do so, upon three (3) Business Days' notice to
Borrower (provided the delay caused by the giving of notice shall not, in
Lender's sole opinion, cause substantial damage to the Project), take any and
all actions as Lender shall deem necessary or advisable in order to remedy the
release of Hazardous Materials or cure said failure of compliance, and any
amounts paid by Lender as a result thereof, together with interest thereon at
the Default Rate from the date of payment by Lender, shall be immediately due
and payable by Borrower to Lender and until paid shall be added to and become
part of the Loan and shall have the benefit of the lien created by the Loan
Documents.



                                                                         Page 13
<PAGE>


                                   ARTICLE 5
                                 LEASING MATTERS

         Section 5.1 Representations and Warranties on Leases. Borrower
represents and warrants to Lender with respect to leases of the Project that to
the best of Borrower's knowledge: (a) the rent roll delivered to Lender is true
and correct, and the leases are valid and in and full force and effect; (b) the
leases (including amendments) are in writing, and there are no oral agreements
with respect thereto; (c) the copies of the leases delivered to Lender are true
and complete; (d) neither the landlord nor any tenant is in default under any of
the leases; (e) Borrower has no knowledge of any notice of termination or
default with respect to any lease; (f) Borrower has not assigned or pledged any
of the leases, the rents or any interests therein except to Lender; (g) no
tenant or other party has an option to purchase all or any portion of the
Project; (h) no tenant has the right to terminate its lease prior to expiration
of the stated term of such lease; (i) no tenant has prepaid more than one
month's rent in advance (except for bona fide security deposits not in excess of
an amount equal to two month's rent); and (j) all existing leases are
subordinate to the Mortgage either pursuant to their terms or a recorded
subordination agreement.

         Section 5.2 Standard Lease Form; Approval Rights. All leases and other
rental arrangements in effect on the date hereof have in all respects been
approved by Lender. Any lease entered into subsequent to the date hereof shall
be on a standard lease form approved by Lender with no modifications (except as
approved by Lender, which approval will not be unreasonably withheld or delayed)
and which approval shall be deemed given if Lender shall not respond in writing
to any executed lease delivered to Lender within ten (10) Business Days of its
receipt of all required submittals. Such lease form shall provide that (a) the
lease is subordinate to the Mortgage, (b) the tenant shall attorn to Lender, and
(c) that any cancellation, surrender, or amendment of such lease without the
prior written consent of Lender shall be voidable by Lender. Borrower shall
hold, in trust, all tenant security deposits in a segregated account, and, to
the extent required by applicable law, shall not commingle any such funds with
any other funds of Borrower. Within ten (10) days after Lender's request,
Borrower shall furnish to Lender a statement of all tenant security deposits,
and copies of all leases not previously delivered to Lender, certified by
Borrower as being true and correct. Notwithstanding anything contained in the
Loan Documents, Lender's approval shall not be required for future leases or
lease extensions if the following conditions are satisfied: (i) there exists no
Potential Default or Event of Default; (ii) the lease or lease extension is on
the standard lease form approved by Lender with no modifications; (iii) the
lease does not conflict with any restrictive covenant affecting the Project or
any other lease for space in the Project; and (iv) the lease is in accordance
with leasing parameters approved by Lender regarding rent, term, size, and
credit rating of tenants. Lender may evaluate potential leases with respect to,
among other factors, overall tenant mix, compatibility of intended use with the
Project's market niche, cost of tenant improvements, and/or contingency, go dark
and lease termination rights. Leases that require the approval of Lender shall
be submitted to Lender at least ten (10) Business Days prior to the proposed
execution date. All reasonable costs and expenses incurred by Lender in its
review and approval of any lease shall be paid by Borrower promptly upon
request.


                                                                         Page 14
<PAGE>


         Section 5.3 Covenants. Borrower (a) shall perform all material
obligations which Borrower is required to perform under the leases; (b) shall
enforce the obligations to be performed by the tenants; (c) shall promptly
furnish to Lender any notice of default or termination received by Borrower from
any tenant, and any notice of default or termination given by Borrower to any
tenant; (d) shall not collect any rents for more than thirty (30) days in
advance of the time when the same shall become due, except for bona fide
security deposits not in excess of an amount equal to two month's rent; (e)
shall not enter into any ground lease or master lease of any part of the
Project; (f) shall not further assign or encumber any lease; (g) shall not,
except with Lender's prior written consent, cancel or accept surrender or
termination of any lease except in accordance with the express terms of such
lease; (h) shall not, except with Lender's prior written consent, modify or
amend any lease (except for minor modifications and amendments entered into in
the ordinary course of business, consistent with prudent property management
practices, not reducing the rental payable thereunder or otherwise adversely
affecting the economic terms of the lease); (i) shall assign to Lender any
letter of credit evidencing a security deposit on such terms as may be required
by Lender and shall deliver the original of such letter(s) of credit to Lender;
(j) with respect to commercial property, shall deposit with Lender any lease
termination or cancellation fees which shall be held in the Rollover Escrow
Fund; and (k) shall not lease, or permit the use of, any space in the Project as
a dry cleaner with an on-site plant. Any action in violation of clauses (e),
(f), (g), and (h) of this Section 5.3 shall be void at the election of Lender.

         Section 5.4 Tenant Estoppels. At Lender's request, Borrower shall
obtain and furnish to Lender, written estoppels in form and substance reasonably
satisfactory to Lender, executed by tenants under leases in the Project and
confirming the term, rent, and other provisions and matters relating to the
leases.

                                   ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES

         Borrower represents, warrants and covenants to Lender that:

         Section 6.1 Organization, Power and Authority. Borrower and each
Borrower Party (a) is duly organized, validly existing and in good standing
under the laws of the state of its formation or existence, (b) is in compliance
with all legal requirements applicable to doing business in the State, and (c)
has the necessary governmental approvals to own and operate the Project and
conduct the business now conducted or to be conducted thereon. Borrower has the
full power, authority and right to execute, deliver and perform its obligations
pursuant to this Loan Agreement and the other Loan Documents, and to mortgage
the Project pursuant to the terms of the Mortgage and to keep and observe all of
the terms of this Loan Agreement and the other Loan Documents on Borrower's part
to be performed. Borrower is not a "foreign person" within the meaning of ss.
1445(f)(3) of the Internal Revenue Code.

         Section 6.2 Validity of Loan Documents. The execution, delivery and
performance by Borrower and each Borrower Party of the Loan Documents: (a) are
duly authorized and do not require the consent or approval of any other party or
governmental authority which has not been obtained; and (b) will not violate any
law or result in the imposition of any lien, charge or encumbrance upon the
assets of any such party, except as contemplated by the Loan Documents. The Loan


                                                                         Page 15
<PAGE>


Documents constitute the legal, valid and binding obligations of Borrower and
each Borrower Party, enforceable in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, or similar laws generally
affecting the enforcement of creditors' rights.

         Section 6.3 Liabilities; Litigation.

         (a) The financial statements delivered by Borrower and each Borrower
Party are true and correct with no significant change since the date of
preparation. Except as disclosed in such financial statements, there are no
liabilities (fixed or contingent) affecting the Project, Borrower or any
Borrower Party. Except as disclosed in such financial statements, there is no
litigation, administrative proceeding, investigation or other legal action
(including any proceeding under any state or federal bankruptcy or insolvency
law) pending or, to the knowledge of Borrower, threatened, against the Project,
Borrower or any Borrower Party which if adversely determined could have a
material adverse effect on such party, the Project or the Loan.

         (b) Neither Borrower nor any Borrower Party is contemplating either the
filing of a petition by it under state or federal bankruptcy or insolvency laws
or the liquidation of all or a major portion of its assets or property, and
neither Borrower nor any Borrower Party has knowledge of any Person
contemplating the filing of any such petition against it.

         Section 6.4 Taxes and Assessments. The Project is comprised of one or
more parcels, each of which constitutes a separate tax lot and none of which
constitutes a portion of any other tax lot. There are no pending or, to
Borrower's best knowledge, proposed, special or other assessments for public
improvements or otherwise affecting the Project, nor are there any contemplated
improvements to the Project that may result in such special or other
assessments.

         Section 6.5 Other Agreements; Defaults. Neither Borrower nor any
Borrower Party is a party to any agreement or instrument or subject to any court
order, injunction, permit, or restriction which might adversely affect the
Project or the business, operations, or condition (financial or otherwise) of
Borrower or any Borrower Party. Neither Borrower nor any Borrower Party is in
violation of any agreement which violation would have an adverse effect on the
Project, Borrower, or any Borrower Party or Borrower's or any Borrower Party's
business, properties, or assets, operations or condition, financial or
otherwise.

         Section 6.6 Compliance with Law.

         (a) Borrower and each Borrower Party have all requisite licenses,
permits, franchises, qualifications, certificates of occupancy or other
governmental authorizations to own, lease and operate the Project and carry on
its business, and to Borrower's knowledge the Project is in compliance with all
applicable legal requirements and except as set forth in the property condition
report provided to Lender, is free of structural defects, and all building
systems contained therein are in good working order, subject to ordinary wear
and tear. To Borrower's knowledge, the Project may constitute, in whole, a
legally non-conforming use under applicable legal requirements;


                                                                         Page 16
<PAGE>


         (b) No condemnation has been commenced or, to Borrower's knowledge, is
contemplated with respect to all or any portion of the Project or for the
relocation of roadways providing access to the Project; and

         (c) The Project has adequate rights of access to public ways and is
served by adequate water, sewer, sanitary sewer and storm drain facilities. All
public utilities necessary or convenient to the full use and enjoyment of the
Project are located in the public right-of-way abutting the Project, and all
such utilities are connected so as to serve the Project without passing over
other property, except to the extent such other property is subject to a
perpetual easement for such utility benefiting the Project. All roads necessary
for the full utilization of the Project for its current purpose have been
completed and dedicated to public use and accepted by all governmental
authorities.

         Section 6.7 Location of Borrower. Borrower's principal place of
business and chief executive offices are located at the address stated in
Section 11.1.

         Section 6.8 ERISA.

         (a) As of the date hereof and throughout the term of the Loan, (i)
Borrower is not and will not be an "employee benefit plan" as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), which is subject to Title I of ERISA, and (ii) the assets of Borrower
do not and will not constitute "plan assets" of one or more such plans for
purposes of Title I of ERISA; and

         (b) As of the date hereof and throughout the term of the Loan (i)
Borrower is not and will not be a "governmental plan" within the meaning of
Section 3(3) of ERISA and (ii) transactions by or with Borrower are not and will
not be subject to state statutes applicable to Borrower regulating investments
of and fiduciary obligations with respect to governmental plans.

         Section 6.9 Forfeiture. There has not been and shall never be committed
by Borrower or any other person in occupancy of or involved with the operation
or use of the Project any act or omission affording the federal government or
any state or local government the right of forfeiture as against the Project or
any part thereof or any monies paid in performance of Borrower's obligations
under any of the Loan Documents. Borrower hereby covenants and agrees not to
commit, permit or suffer to exist any act or omission affording such right of
forfeiture.

         Section 6.10 Tax Filings. Borrower and each Borrower Party have filed
(or have obtained effective extensions for filing) all federal, state and local
tax returns required to be filed and have paid or made adequate provision for
the payment of all federal, state and local taxes, charges and assessments
payable by Borrower and each Borrower Party, respectively. Borrower and each
Borrower Party believe that their respective tax returns properly reflect the
income and taxes of Borrower and each Borrower Party, respectively, for the
periods covered thereby, subject only to reasonable adjustments required by the
Internal Revenue Service or other applicable tax authority upon audit.


                                                                         Page 17
<PAGE>

         Section 6.11 Solvency. Giving effect to the Loan, the fair saleable
value of Borrower's assets exceeds and will, immediately following the making of
the Loan, exceed Borrower's total liabilities, including, without limitation,
subordinated, unliquidated, disputed and contingent liabilities. The fair
saleable value of Borrower's assets is and will, immediately following the
making of the Loan, be greater than Borrower's probable liabilities, including
the maximum amount of its contingent liabilities on its Debts as such Debts
become absolute and matured, Borrower's assets do not and, immediately following
the making of the Loan will not, constitute unreasonably small capital to carry
out its business as conducted or as proposed to be conducted. Borrower does not
intend to, and does not believe that it will, incur Debts and liabilities
(including contingent liabilities and other commitments) beyond its ability to
pay such Debts as they mature (taking into account the timing and amounts of
cash to be received by Borrower and the amounts to be payable on or in respect
of obligations of Borrower). Except as expressly disclosed to Lender in writing,
no petition in bankruptcy has been filed against Borrower or any Borrower Party
in the last seven (7) years, and neither Borrower or any Borrower Party in the
last seven (7) years has ever made an assignment for the benefit of creditors or
taken advantage of any insolvency act for the benefit of debtors.

         Section 6.12 Full and Accurate Disclosure. No statement of fact made by
or on behalf of Borrower or any Borrower Party in this Agreement or in any of
the other Loan Documents contains any untrue statement of a material fact or
omits to state any material fact necessary to make statements contained herein
or therein not misleading. There is no fact presently known to Borrower which
has not been disclosed to Lender which adversely affects, nor as far as Borrower
can foresee, might adversely affect, the Project or the business, operations or
condition (financial or otherwise) of Borrower or any Borrower Party.

         Section 6.13 Flood Zone. No portion of the improvements comprising the
Project is located in an area identified by the Secretary of Housing and Urban
Development or any successor thereto as an area having special flood hazards
pursuant to the National Flood Insurance Act of 1968, the Flood Disaster
Protection Act of 1973 or the National Flood Insurance Act of 1994, as amended,
or any successor law, or, if located within any such area, Borrower has obtained
and will maintain the insurance prescribed in Section 3.1 hereof.

         Section 6.14 Single Purpose Entity/Separateness. Borrower represents,
warrants and covenants as follows:

         (a) Borrower has not owned, does not own, and will not own any asset or
property other than (i) the Project, and (ii) incidental personal property
necessary for the ownership or operation of the Project.

         (b) Borrower will not engage in any business other than the ownership,
management and operation of the Project and Borrower will conduct and operate
its business as presently conducted and operated.

         (c) Borrower will not enter into any contract or agreement with any
Affiliate of the Borrower, any constituent party of Borrower, or any Affiliate
of any constituent party, except upon terms and conditions that are
intrinsically fair and substantially similar to those that would be available on
an arms-length basis with third parties other than any such party.


                                                                         Page 18
<PAGE>


         (d) Borrower has not incurred and will not incur any Debt other than
(i) the Loan, (ii) trade and operational debt incurred in the ordinary course of
business with trade creditors and in amounts as are normal and reasonable under
the circumstances, provided such debt is not evidenced by a note and is paid
when due, and (iii) Debt incurred in the financing of equipment and other
personal property used on the Project. No indebtedness other than the Loan may
be secured (subordinate or pari passu) by the Project.

         (e) Borrower has not made and will not make any loans or advances to
any third party (including any affiliate or constituent party or any affiliate
of any constituent party), and shall not acquire obligations or securities of
its affiliates or any constituent party.

         (f) Borrower is and will remain solvent and Borrower will pay its debts
and liabilities (including, as applicable, shared personnel and overhead
expenses) from its own funds and assets as the same shall become due.

         (g) Borrower has done or caused to be done and will do all things
necessary to observe organizational formalities and preserve its existence, and
Borrower will not, nor will Borrower permit any constituent party to materially
amend, modify or otherwise change the partnership certificate, partnership
agreement, articles of incorporation and bylaws, operating agreement, trust or
other organizational documents of Borrower or such constituent party without the
prior written consent of Lender.

         (h) Borrower will maintain all of its books, records, financial
statements and bank accounts separate from those of its Affiliates and any
constituent party and Borrower will file its own tax returns, provided Borrower
may file its tax returns on a consolidated basis. Borrower shall maintain its
books, records, resolutions and agreements as official records.

         (i) Borrower will be, and at all times will hold itself out to the
public as, a legal entity separate and distinct from any other entity (including
any Affiliate of Borrower, any constituent party of Borrower, or any Affiliate
of any constituent party), shall correct any known misunderstanding regarding
its status as a separate entity, shall conduct business in its own name, shall
not identify itself or any of its Affiliates as a division or part of the other
and shall maintain and utilize a separate telephone number, if any, and separate
stationery, invoices and checks.

         (j) Borrower will maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations.

         (k) Neither Borrower nor any constituent party will seek the
dissolution, winding up, liquidation, consolidation or merger in whole or in
part, of the Borrower.

         (l) Borrower will not commingle the funds and other assets of Borrower
with those of any Affiliate or constituent party, or any Affiliate of any
constituent party, or any other person.


                                                                         Page 19
<PAGE>


         (m) Borrower has and will maintain its assets in such a manner that it
will not be costly or difficult to segregate, ascertain or identify its
individual assets from those of any Affiliate or constituent party, or any
Affiliate of any constituent party, or any other person.

         (n) Borrower does not and will not hold itself out to be responsible
for the debts or obligations of any other person.

         (o) If Borrower is a limited partnership or a limited liability
company, each general partner or managing member (each, an "SPC Party") shall be
a limited liability company whose sole asset is its interest in Borrower and
each such SPC Party will at all times comply, and will cause Borrower to comply,
with each of the representations, warranties, and covenants contained in this
Section 6.14 as if such representation, warranty or covenant was made directly
by such SPC Party.

         Section 6.15 Compliance with Anti-Terrorism Orders.

         (a) Borrower and each partner, member or stockholder in Borrower, and
all beneficial owners of Borrower and any such partner, member or stockholder,
are, to Borrower's actual knowledge, in compliance with the requirements of
Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Order") and
other similar requirements contained in the rules and regulations of the Office
of Foreign Asset Control, Department of the Treasury ("OFAC") and in any
enabling legislation or other Executive Orders in respect thereof (the Order and
such other rules, regulations, legislation, or orders are collectively called
the "Orders"). Borrower agrees to make its policies, procedures and practices
regarding compliance with the Orders of any Persons who, pursuant to transfers
permitted by the Mortgage, become stockholders, members, partners or other
investors of Borrower available to Lender for its review and inspection during
normal business hours and upon reasonable prior notice.

         (b) Neither Borrower, any partner, member or stockholder in Borrower
nor the beneficial owner of Borrower or any such partner, member or stockholder:

             (i)   is listed on the Specially Designated Nationals and Blocked
                   Persons List maintained by OFAC pursuant to the Order and/or
                   on any other list of terrorists or terrorist organizations
                   maintained pursuant to any of the rules and regulations of
                   OFAC or pursuant to any other applicable Orders (such lists
                   are collectively referred to as the "Lists");

             (ii)  is a Person who has been determined by competent authority to
                   be subject to the prohibitions contained in the Orders;

             (iii) is owned or controlled by, nor acts for or on behalf of, any
                   Person on the Lists or any other Person who has been
                   determined by competent authority to be subject to the
                   prohibitions contained in the Orders;

             (iv)  shall transfer or permit the transfer of any interest in
                   Borrower or any Borrower Party to any Person who is or whose
                   beneficial owners are listed on the Lists; or

                                                                         Page 20


<PAGE>
             (v)   shall knowingly lease space in the Project to any Person who
                   is listed on the Lists or who is engaged in illegal
                   activities.

         (c) If Borrower obtains knowledge that Borrower or any of its partners,
members or stockholders or their beneficial owners become listed on the Lists or
are indicted, arraigned, or custodially detained on charges involving money
laundering or predicate crimes to money laundering, Borrower shall immediately
notify Lender.

         (d) If Borrower obtains knowledge that any tenant in the Project has
become listed on the Lists or is convicted, pleads nolo contendere, indicted,
arraigned, or custodially detained on charges involving money laundering or
predicate crimes to money laundering, Borrower shall immediately notify Lender.

         (e) If a tenant at the Project is listed on the Lists or is convicted
or pleads nolo contendere to charges related to activity prohibited in the
Orders, then proceeds from the rents of such tenant shall not be used to pay
Debt Service and Borrower shall provide Lender such representations and
verifications as Lender shall reasonably request that such rents are not being
so used.

         (f) If a tenant at the Project is arrested on such charges, and such
charge is not dismissed within thirty (30) days thereafter, Lender may at its
option notify Borrower to exclude such rents from the Debt Service payments.

         (g) If Borrower or any Borrower Party is listed on the Lists, no
earn-out disbursements, escrow disbursements, or other disbursements under the
Loan Documents shall be made and all of such funds shall be paid in accordance
with the direction of a court of competent jurisdiction.

         Section 6.16 Property Specific Representations. The management
agreement for the Project is in full force and effect and there is no default or
violation by any party thereunder.

                                   ARTICLE 7
                               FINANCIAL REPORTING

         Section 7.1 Financial Statements.

         (a) Monthly Reports. Until the Loan is sold in a Secondary Market
Transaction, Borrower shall furnish to Lender within fifteen (15) days after the
end of each calendar month, a current rent roll and a detailed operating
statement (showing monthly activity and year-to-date) stating operating
revenues, operating expenses, operating income and net cash flow for the
calendar month just ended.

         (b) Quarterly Reports. Within forty-five (45) days after the end of
each calendar quarter, Borrower shall furnish to Lender a current rent roll and
a detailed operating statement (showing quarterly activity and year-to-date)
stating operating revenues, operating expenses, operating income and net cash
flow for the calendar quarter just ended.

                                                                         Page 21
<PAGE>


         (c) Annual Reports. Within ninety (90) days after the end of each
fiscal year of Borrower's operation of the Project, Borrower shall furnish to
Lender a current (as of the end of such fiscal year) balance sheet, a detailed
operating statement stating operating revenues, operating expenses, operating
income and net cash flow for each of Borrower and the Project, and, if required
by Lender, prepared on a review basis and certified by an independent public
accountant reasonably satisfactory to Lender. Borrower's annual financial
statements shall include (i) a list of the tenants, if any, occupying more than
twenty percent (20%) of the total floor area of the Project, (ii) a breakdown
showing the year in which each lease then in effect expires, and (iii) a
breakdown of the percentage of total floor area of the Project and the
percentage of base rent with respect to which leases shall expire in each year,
each such percentage to be expressed on both a per year and a cumulative basis.

         (d) Certification; Supporting Documentation. Each such financial
statement shall be in scope and detail reasonably satisfactory to Lender and
certified by the chief financial representative of Borrower. With respect to the
required annual statements, Lender shall accept such statements with respect to
Borrower and the Project as Cedar Income Fund, Ltd. is required to submit to the
Securities and Exchange Commission as part of its annual 10-K filings with
respect to Borrower and the Project.

         Section 7.2 Accounting Principles. All financial statements shall be
prepared in accordance with generally accepted accounting principles in the
United States of America in effect on the date so indicated and consistently
applied (or such other accounting basis reasonably acceptable for Lender).

         Section 7.3 Other Information; Access. Borrower shall deliver to Lender
such additional information as may be reasonably requested by Lender regarding
Borrower, its subsidiaries, its business, any Borrower Party, and the Project
within 30 days after Lender's request therefor. Borrower shall permit Lender to
examine such records, books and papers of Borrower which reflect upon its
financial condition and the income and expenses of the Project. In the event
that Borrower fails to forward the financial statements required in this Article
7 within thirty (30) days after written request, Lender shall have the right to
audit such records, books and papers at Borrower's expense.

         Section 7.4 Annual Budget. At least thirty (30) days prior to the
commencement of each fiscal year, Borrower will provide to Lender its proposed
annual operating and capital improvements budget for such fiscal year for review
and approval by Lender, which approval shall not be unreasonably withheld or
delayed and which shall be deemed granted if Lender shall not respond in writing
to such items within thirty (30) days of its receipt thereof.

                                   ARTICLE 8
                                   COVENANTS

         Borrower covenants and agrees with Lender as follows:

         Section 8.1 Due On Sale and Encumbrance; Transfers of Interests.
Without the prior written consent of Lender, neither Borrower nor any other
Person having an ownership or beneficial interest in Borrower shall sell,
transfer, convey, mortgage, pledge, or assign any interest in the Project or any


                                                                         Page 22
<PAGE>

part thereof or further encumber, alienate, grant a Lien or grant any other
interest in the Project or any part thereof, whether voluntarily or
involuntarily, in violation of the covenants and conditions set forth in the
Mortgage.

         Section 8.2 Taxes; Utility Charges. Except to the extent sums
sufficient to pay all Taxes (defined herein) have been previously deposited with
Lender as part of the Tax and Insurance Escrow Fund and subject to Borrower's
right to contest in accordance with Section 11.8 hereof, Borrower shall pay
before any fine, penalty, interest or cost may be added thereto, and shall not
enter into any agreement to defer, any real estate taxes and assessments,
franchise taxes and charges, and other governmental charges (the "Taxes") that
may become a Lien upon the Project or become payable during the term of the
Loan. Borrower's compliance with Section 3.4 of this Agreement relating to
impounds for Taxes shall, with respect to payment of such Taxes, be deemed
compliance with this Section 8.2. Borrower shall not suffer or permit the joint
assessment of the Project with any other real property constituting a separate
tax lot or with any other real or personal property. Borrower shall promptly
pay, or cause to be paid, for all utility services provided to the Project.

         Section 8.3 Control; Management. There shall be no change in the
day-to-day control and management of Borrower or Borrower's general partner or
managing member other than to an entity owned or controlled by Cedar Income
Fund, Ltd. or KIMCO Preferred Investor III, Inc. without the prior written
consent of Lender. Borrower shall not terminate, replace or appoint any manager
or terminate or amend the management agreement for the Project without Lender's
prior written approval, which approval shall not be unreasonably withheld. Any
change in ownership or control of the manager shall be cause for Lender to
re-approve such manager and management agreement. Each manager shall hold and
maintain all necessary licenses, certifications and permits required by law.
Borrower shall fully perform all of its covenants, agreements and obligations
under the management agreement. The management fee payable under the management
agreement shall not exceed four percent (4%) of rental collections.

         Section 8.4 Operation; Maintenance; Inspection. Borrower shall observe
and comply with all legal requirements applicable to the ownership, use and
operation of the Project. Borrower shall maintain the Project in good condition
and promptly repair any damage or casualty. Borrower shall permit Lender and its
agents, representatives and employees, upon reasonable prior notice to Borrower,
to inspect the Project and conduct such environmental and engineering studies as
Lender may require, provided such inspections and studies do not materially
interfere with the use and operation of the Project.

         Section 8.5 Taxes on Security. Borrower shall pay all taxes, charges,
filing, registration and recording fees, excises and levies payable with respect
to the Note or the Liens created or secured by the Loan Documents, other than
income, franchise and doing business taxes imposed on Lender. If there shall be
enacted any law (a) deducting the Loan from the value of the Project for the
purpose of taxation, (b) affecting any Lien on the Project, or (c) changing
existing laws of taxation of mortgages, deeds of trust, security deeds, or debts
secured by real property, or changing the manner of collecting any such taxes,
Borrower shall promptly pay to Lender, on demand, all taxes, costs and charges
for which Lender is or may be liable as a result thereof; however, if such
payment would be prohibited by law or would render the Loan usurious, then
instead of collecting such payment, Lender may declare all amounts owing under
the Loan Documents to be immediately due and payable.

                                                                         Page 23
<PAGE>


         Section 8.6 Legal Existence; Name, Etc. Borrower and each SPC Party
shall preserve and keep in full force and effect its entity status, franchises,
rights and privileges under the laws of the state of its formation, and all
qualifications, licenses and permits applicable to the ownership, use and
operation of the Project. Neither Borrower nor any general partner or managing
member of Borrower shall wind up, liquidate, dissolve, reorganize, merge, or
consolidate with or into, or convey, sell, assign, transfer, lease, or otherwise
dispose of all or substantially all of its assets, or acquire all or
substantially all of the assets of the business of any Person, or permit any
subsidiary or Affiliate of Borrower to do so. Borrower shall not change its
name, identity, state of formation, or organizational structure, or the location
of its chief executive office or principal place of business unless Borrower (a)
shall have obtained the prior written consent of Lender to such change, and (b)
shall have taken all actions necessary or requested by Lender to file or amend
any financing statement or continuation statement to assure perfection and
continuation of perfection of security interests under the Loan Documents. The
name of Borrower, type of entity, organization number, and state of formation
set forth in this Agreement accurately reflect such information as shown on the
public record of Borrower's jurisdiction of organization.

         Section 8.7 Further Assurances. Borrower shall promptly (a) cure any
defects in the execution and delivery of the Loan Documents and the
Environmental Indemnity Agreement, and (b) execute and deliver, or cause to be
executed and delivered, all such other documents, agreements and instruments as
Lender may reasonably request to further evidence and more fully describe the
collateral for the Loan, to correct any omissions in the Loan Documents, to
perfect, protect or preserve any liens created under any of the Loan Documents
and the Environmental Indemnity Agreement, or to make any recordings, file any
notices, or obtain any consents, as may be necessary or appropriate in
connection therewith. Borrower grants Lender an irrevocable power of attorney
coupled with an interest for the purpose of exercising and perfecting any and
all rights and remedies available to Lender under the Loan Documents and the
Environmental Indemnity Agreement, at law and in equity, including without
limitation such rights and remedies available to Lender pursuant to this Section
8.7.

         Section 8.8 Estoppel Certificates. Borrower, within ten (10) days after
request, shall furnish to Lender a written statement, duly acknowledged, setting
forth the amount due on the Loan, the terms of payment of the Loan, the date to
which interest has been paid, whether any offsets or defenses exist against the
Loan and, if any are alleged to exist, the nature thereof in detail, and such
other matters as Lender reasonably may request.

         Section 8.9 Notice of Certain Events. Borrower shall promptly notify
Lender of (a) any Potential Default or Event of Default, together with a
detailed statement of the steps being taken to cure such Potential Default or
Event of Default; (b) any notice of default received by Borrower under other
obligations relating to the Project or otherwise material to Borrower's
business; and (c) any threatened or pending legal, judicial or regulatory
proceedings, including any dispute between Borrower and any governmental
authority, affecting Borrower or the Project.

                                                                         Page 24
<PAGE>

         Section 8.10 Indemnification. Unless caused by the gross negligence or
willful misconduct of Lender, Borrower shall protect, defend, indemnify and save
harmless Lender its shareholders, directors, officers, employees and agents from
and against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including without limitation reasonable attorneys'
fees and expenses), imposed upon or incurred by or asserted against Lender by
reason of (a) ownership of the Mortgage, the Project or any interest therein or
receipt of any rents; (b) any accident, injury to or death of persons or loss of
or damage to property occurring in, on or about the Project or any part thereof
or on the adjoining sidewalks, curbs, adjacent property or adjacent parking
areas, streets or ways; (c) any use, nonuse or condition in, on or about the
Project or any part thereof or on the adjoining sidewalks, curbs, adjacent
property or adjacent parking areas, streets or ways; (d) performance of any
labor or services or the furnishing of any materials or other property in
respect of the Project or any part thereof; and (e) the failure of any Person to
file timely with the Internal Revenue Service an accurate Form 1099-B, Statement
for Recipients of Proceeds from Real Estate, Broker and Barter Exchange
Transactions, which may be required in connection with this Agreement, or to
supply a copy thereof in a timely fashion to the recipient of the proceeds of
the transaction in connection with which this Agreement is made. Any amounts
payable to Lender by reason of the application of this section shall become
immediately due and payable and shall bear interest at the Default Rate from the
date loss or damage is sustained by Lender until paid.

         Section 8.11 Cooperation. Borrower acknowledges that Lender and its
successors and assigns may (a) sell this Agreement, the Mortgage, the Note, the
other Loan Documents, and the Environmental Indemnity Agreement, and any and all
servicing rights thereto to one or more investors as a whole loan, (b)
participate the Loan to one or more investors, (c) deposit this Agreement, the
Note, other Loan Documents, and the Environmental Indemnity Agreement with a
trust, which trust may sell certificates to investors evidencing an ownership
interest in the trust assets, or (d) otherwise sell the Loan or interest therein
to investors (the transactions referred to in clauses (a) through (d) are
hereinafter each referred to as "Secondary Market Transaction"). Borrower shall
cooperate with Lender in effecting any such Secondary Market Transaction and
shall cooperate to implement all requirements imposed by any Rating Agency
involved in any Secondary Market Transaction. Borrower shall provide such
information, legal opinions and documents relating to the Borrower, the Project
and any tenants of the Project as Lender may reasonably request in connection
with such Secondary Market Transaction at no third-party professional expense
unless otherwise required by the Loan Documents. In addition, Borrower shall
make available to Lender all information concerning its business and operations
that Lender may reasonably request. Lender shall be permitted to share all such
information with the investment banking firms, Rating Agencies, accounting
firms, law firms and other third-party advisory firms involved with the Loan and
the Loan Documents or the applicable Secondary Market Transaction. It is
understood that the information provided by Borrower to Lender may ultimately be
incorporated into the offering documents for the Secondary Market Transaction
and thus various investors may also see some or all of the information. Lender
and all of the aforesaid third-party advisors and professional firms shall be
entitled to rely on the information supplied by, or on behalf of, Borrower and
Borrower indemnifies Lender as to any losses, claims, damages or liabilities
that arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in such information or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated in such information or necessary in order to make the
statements in such information, or in light of the circumstances under which
they were made, not misleading.


                                                                         Page 25
<PAGE>

         Section 8.12 Payment For Labor and Materials. Subject to Borrower's
right to contest in accordance with Section 11.8 hereof, Borrower will promptly
pay when due all bills and costs for labor, materials, and specifically
fabricated materials incurred in connection with the Project and never permit to
exist beyond the due date thereof in respect of the Project or any part thereof
any Lien, even though inferior to the Liens hereof, and in any event never
permit to be created or exist in respect of the Project or any part thereof any
other or additional Lien other than the Liens hereof, except for the Permitted
Encumbrances (defined in the Mortgage).

         Section 8.13 Financial Covenants. Borrower acknowledges that (a) the
Joinder attached hereto contains the covenants of Joinder Party (i) to maintain
a minimum net worth of $5,000,000.00 at all times during the term of the Loan,
and (ii) to maintain a minimum liquidity of $1,000,000.00 during the term of the
Loan, and (b) a default under such covenants shall be a default under this
Agreement.

                                   ARTICLE 9
                                EVENTS OF DEFAULT

         Each of the following shall constitute an Event of Default under the
Loan:

         Section 9.1 Payments. Borrower's failure to pay any regularly scheduled
installment of principal, interest or other amount due under the Loan Documents
within five (5) days of (and including) the date when due, or Borrower's failure
to pay the Loan at the Maturity Date, whether by acceleration or otherwise.

         Section 9.2 Insurance. Borrower's failure to maintain insurance as
required under Section 3.1 of this Agreement which failure is not cured within
three (3) Business Days of receipt of notice from Lender of such failure.

         Section 9.3 Sale, Encumbrance, Etc. The sale, transfer, conveyance,
pledge, mortgage or assignment of any part or all of the Project, or any
interest therein, or of any interest in Borrower, in violation of the Mortgage.

         Section 9.4 Covenants. Borrower's failure to perform or observe any of
the agreements and covenants contained in this Agreement or in any of the other
Loan Documents (other than payments under Section 9.1, insurance requirements
under Section 9.2, transfers and encumbrances under Section 9.3, and the Events
of Default described in Sections 9.7 and 9.8 below), and the continuance of such
failure for twenty (20) days after notice by Lender to Borrower; however,
subject to any shorter period for curing any failure by Borrower as specified in
any of the other Loan Documents, Borrower shall have an additional sixty (60)
days to cure such failure if (a) such failure does not involve the failure to
make payments on a monetary obligation; (b) such failure cannot reasonably be
cured within twenty (20) days; (c) Borrower is diligently undertaking to cure
such default; and (d) Borrower has provided Lender with security reasonably
satisfactory to Lender against any interruption of payment or impairment of
collateral as a result of such continuing failure.


                                                                         Page 26
<PAGE>

         Section 9.5 Representations and Warranties. Any representation or
warranty made in any Loan Document proves to be untrue in any material respect
when made or deemed made.

         Section 9.6 Other Encumbrances. Any default under any document or
instrument, other than the Loan Documents, evidencing or creating a Lien on the
Project or any part thereof, not cured within any applicable grace or cure
period therein.

         Section 9.7 Involuntary Bankruptcy or Other Proceeding. Commencement of
an involuntary case or other proceeding against Borrower, any Borrower Party or
any other Person having an ownership or security interest in the Project (each,
a "Bankruptcy Party") which seeks liquidation, reorganization or other relief
with respect to it or its debts or other liabilities under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeks the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any of its property, and such involuntary case or other
proceeding shall remain undismissed or unstayed for a period of 60 days; or an
order for relief against a Bankruptcy Party shall be entered in any such case
under the Federal Bankruptcy Code.

         Section 9.8 Voluntary Petitions, etc. Commencement by a Bankruptcy
Party of a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its Debts or other
liabilities under any bankruptcy, insolvency or other similar law or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official for it or any of its property, or consent by a Bankruptcy Party to any
such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, or the making
by a Bankruptcy Party of a general assignment for the benefit of creditors, or
the failure by a Bankruptcy Party, or the admission by a Bankruptcy Party in
writing of its inability, to pay its debts generally as they become due, or any
action by a Bankruptcy Party to authorize or effect any of the foregoing.

         Section 9.9 Anti-Terrorism. If Borrower or any Borrower Party is listed
on the Lists or is convicted or pleads nolo contendere to charges related to
activity prohibited in the Orders, or if Borrower or any Borrower Party is
arrested on charges related to activity prohibited in the Orders and such charge
is not dismissed within thirty (30) days thereafter.

                                   ARTICLE 10
                                    REMEDIES

         Section 10.1 Remedies - Insolvency Events. Upon the occurrence of any
Event of Default described in Section 9.7 or 9.8, all amounts due under the Loan
Documents immediately shall become due and payable, all without written notice
and without presentment, demand, protest, notice of protest or dishonor, notice
of intent to accelerate the maturity thereof, notice of acceleration of the
maturity thereof, or any other notice of default of any kind, all of which are
hereby expressly waived by Borrower; however, if the Bankruptcy Party under
Section 9.7 or 9.8 is other than Borrower, then all amounts due under the Loan
Documents shall become immediately due and payable at Lender's election, in
Lender's sole discretion.

                                                                         Page 27
<PAGE>

         Section 10.2 Remedies - Other Events. Except as set forth in Section
10.1 above, while any Event of Default exists, Lender may (a) declare the entire
Loan to be immediately due and payable without presentment, demand, protest,
notice of protest or dishonor, notice of intent to accelerate the maturity
thereof, notice of acceleration of the maturity thereof, or other notice of
default of any kind, all of which are hereby expressly waived by Borrower, and
(b) exercise all rights and remedies therefor under the Loan Documents and at
law or in equity.

         Section 10.3 Lender's Right to Perform the Obligations. If Borrower
shall fail, refuse or neglect to make any payment or perform any act required by
the Loan Documents, then while any Event of Default exists, and without notice
to or demand upon Borrower and without waiving or releasing any other right,
remedy or recourse Lender may have because of such Event of Default, Lender may
(but shall not be obligated to) make such payment or perform such act for the
account of and at the expense of Borrower, and shall have the right to enter
upon the Project for such purpose and to take all such action thereon and with
respect to the Project as it may deem necessary or appropriate. If Lender shall
elect to pay any sum due with reference to the Project, Lender may do so in
reliance on any bill, statement or assessment procured from the appropriate
governmental authority or other issuer thereof without inquiring into the
accuracy or validity thereof. Similarly, in making any payments to protect the
security intended to be created by the Loan Documents, Lender shall not be bound
to inquire into the validity of any apparent or threatened adverse title, lien,
encumbrance, claim or charge before making an advance for the purpose of
preventing or removing the same. Borrower shall indemnify Lender for all losses,
expenses, damages, claims and causes of action, including reasonable attorneys'
fees, incurred or accruing by reason of any acts performed by Lender pursuant to
the provisions of this Section 10.3. All sums paid by Lender pursuant to this
Section 10.3, and all other sums expended by Lender to which it shall be
entitled to be indemnified, together with interest thereon at the Default Rate
from the date of such payment or expenditure until paid, shall constitute
additions to the Loan, shall be secured by the Loan Documents and shall be paid
by Borrower to Lender upon demand.

                                   ARTICLE 11
                                  MISCELLANEOUS

         Section 11.1 Notices. Any notice required or permitted to be given
under this Agreement shall be in writing and either shall be mailed by certified
mail, postage prepaid, return receipt requested, or sent by overnight air
courier service, or personally delivered to a representative of the receiving
party, or sent by telecopy (provided an identical notice is also sent
simultaneously by mail, overnight courier, or personal delivery as otherwise
provided in this Section 11.1). All such communications shall be mailed, sent or
delivered, addressed to the party for whom it is intended at its address set
forth below.

                If to Borrower:      Fairview Plaza Associates, LP
                                     c/o Cedar Income Fund Partnership, L.P.
                                     44 South Bayles Avenue, Suite 304
                                     Port Washington, New York  11050
                                     Attention:  Leo S. Ullman
                                     Telecopy:  (516) 767-6497

                                                                         Page 28
<PAGE>

                with a copy to:      Cedar Income Fund Partnership, L.P.
                                     44 South Bayles Avenue, Suite 304
                                     Port Washington, New York 11050
                                     Attention: General Counsel
                                     Telecopy: (516) 757-6497

                If to Lender:        General Electric Capital Corporation
                                     c/o GEMSA Loan Services, L.P.
                                     1500 City West Blvd., Suite 200
                                     Houston, Texas 77042-2300
                                     Attention: Portfolio Manager/Access Program
                                     Telecopy:  (713) 458-7500

                with a copy to:      General Electric Capital Corporation
                                     16479 Dallas Parkway, Suite 500
                                     Two Bent Tree Tower
                                     Addison, Texas  75001-2512
                                     Attention:    David R. Martindale
                                     Telecopy:     (972) 728-7650

Any communication so addressed and mailed shall be deemed to be given on the
earliest of (a) when actually delivered, (b) on the first Business Day after
deposit with an overnight air courier service, or (c) on the third Business Day
after deposit in the United States mail, certified mail, return receipt
requested, postage prepaid, in each case to the address of the intended
addressee, and any communication so delivered in person shall be deemed to be
given when receipted for by, or actually received by Lender or Borrower, as the
case may be. If given by telecopy, a notice shall be deemed given and received
when the telecopy is transmitted to the party's telecopy number specified above
and confirmation of complete receipt is received by the transmitting party
during normal business hours (provided an identical notice is also sent
simultaneously by certified mail, overnight courier, or personal delivery as
otherwise provided in this Section 11.1) or on the next Business Day if not
confirmed during normal business hours. Either party may designate a change of
address by written notice to the other by giving at least ten (10) days prior
written notice of such change of address. Notwithstanding the foregoing,
Borrower agrees that any notice given by Borrower to Lender purportedly pursuant
to 42 Pa. C.S.A. ss. 8143 shall be given by registered or certified mail, return
receipt requested, to the address of Lender specified above, and only to that
address, and that such notice shall be deemed to have been received no earlier
than the date actually and physically received at such address.

         Section 11.2 Amendments and Waivers. No amendment or waiver of any
provision of the Environmental Indemnity Agreement and the Loan Documents shall
be effective unless in writing and signed by the party against whom enforcement
is sought.

         Section 11.3 Limitation on Interest. It is the intention of the parties
hereto to conform strictly to applicable usury laws. Accordingly, all agreements
between Borrower and Lender with respect to the Loan are hereby expressly
limited so that in no event, whether by reason of acceleration of maturity or
otherwise, shall the amount paid or agreed to be paid to Lender or charged by
Lender for the use, forbearance or detention of the money to be lent hereunder


                                                                         Page 29
<PAGE>

or otherwise, exceed the maximum amount allowed by law. If the Loan would be
usurious under applicable law (including the laws of the State and the laws of
the United States of America), then, notwithstanding anything to the contrary in
the Loan Documents: (a) the aggregate of all consideration which constitutes
interest under applicable law that is contracted for, taken, reserved, charged
or received under the Loan Documents shall under no circumstances exceed the
maximum amount of interest allowed by applicable law, and any excess shall be
credited on the Note by the holder thereof; and (b) if maturity is accelerated
by reason of an election by Lender, or in the event of any prepayment, then any
consideration which constitutes interest may never include more than the maximum
amount allowed by applicable law. In such case, excess interest, if any,
provided for in the Loan Documents or otherwise, to the extent permitted by
applicable law, shall be amortized, prorated, allocated and spread from the date
of advance until payment in full so that the actual rate of interest is uniform
through the term hereof. If such amortization, proration, allocation and
spreading is not permitted under applicable law, then such excess interest shall
be canceled automatically as of the date of such acceleration or prepayment and,
if theretofore paid, shall be credited on the Note. The terms and provisions of
this Section 11.3 shall control and supersede every other provision of the Loan
Documents. The Loan Documents are contracts made under and shall be construed in
accordance with and governed by the laws of the State, except that if at any
time the laws of the United States of America permit Lender to contract for,
take, reserve, charge or receive a higher rate of interest than is allowed by
the laws of the State (whether such federal laws directly so provide or refer to
the law of any state), then such federal laws shall to such extent govern as to
the rate of interest which Lender may contract for, take, reserve, charge or
receive under the Loan Documents.

         Section 11.4 Invalid Provisions. If any provision of any Loan Document
or the Environmental Indemnity Agreement is held to be illegal, invalid or
unenforceable, such provision shall be fully severable; the Environmental
Indemnity Agreement and the Loan Documents shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part
thereof; the remaining provisions thereof shall remain in full effect and shall
not be affected by the illegal, invalid, or unenforceable provision or by its
severance therefrom; and in lieu of such illegal, invalid or unenforceable
provision there shall be added automatically as a part of such Environmental
Indemnity Agreement and such Loan Document a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible to be legal,
valid and enforceable.

         Section 11.5 Reimbursement of Expenses. Borrower shall pay all
reasonable expenses incurred by Lender in connection with the Loan, including
reasonable fees and expenses of Lender's attorneys, environmental, engineering
and other consultants, and fees, charges or taxes for the recording or filing of
Loan Documents. Borrower shall pay all expenses of Lender in connection with the
administration of the Loan, including audit costs, inspection fees, settlement
of condemnation and casualty awards, premiums for title insurance and
endorsements thereto, and Rating Agency fees and expenses in connection with
confirmation letters, if required. Borrower shall, upon request, promptly
reimburse Lender for all amounts expended, advanced or incurred by Lender to
collect the Note, or to enforce the rights of Lender under this Agreement, the
Environmental Indemnity Agreement, or any Loan Document, or to defend or assert
the rights and claims of Lender under the Environmental Indemnity Agreement or
the Loan Documents or with respect to the Project (by litigation or other
proceedings), which amounts will include all court costs, reasonable attorneys'


                                                                         Page 30
<PAGE>


fees and expenses, fees of auditors and accountants, and investigation expenses
as may be incurred by Lender in connection with any such matters (whether or not
litigation is instituted), together with interest at the Default Rate on each
such amount from the date of disbursement until the date of reimbursement to
Lender, all of which shall constitute part of the Loan and shall be secured by
the Loan Documents.

         Section 11.6 Approvals; Third Parties; Conditions. All approval rights
retained or exercised by Lender with respect to leases, contracts, plans,
studies and other matters are solely to facilitate Lender's credit underwriting,
and shall not be deemed or construed as a determination that Lender has passed
on the adequacy thereof for any other purpose and may not be relied upon by
Borrower or any other Person. This Agreement is for the sole and exclusive use
of Lender and Borrower and may not be enforced, nor relied upon, by any Person
other than Lender and Borrower. All conditions of the obligations of Lender
hereunder, including the obligation to make advances, are imposed solely and
exclusively for the benefit of Lender, its successors and assigns, and no other
Person shall have standing to require satisfaction of such conditions or be
entitled to assume that Lender will refuse to make advances in the absence of
strict compliance with any or all of such conditions, and no other Person shall,
under any circumstances, be deemed to be a beneficiary of such conditions, any
and all of which may be freely waived in whole or in part by Lender at any time
in Lender's sole discretion.

         Section 11.7 Lender Not in Control; No Partnership. None of the
covenants or other provisions contained in this Agreement shall, or shall be
deemed to, give Lender the right or power to exercise control over the affairs
or management of Borrower, the power of Lender being limited to the rights to
exercise the remedies referred to in the Environmental Indemnity Agreement or
the Loan Documents. The relationship between Borrower and Lender is, and at all
times shall remain, solely that of debtor and creditor. No covenant or provision
of the Environmental Indemnity Agreement or the Loan Documents is intended, nor
shall it be deemed or construed, to create a partnership, joint venture, agency
or common interest in profits or income between Lender and Borrower or to create
an equity in the Project in Lender. Lender neither undertakes nor assumes any
responsibility or duty to Borrower or to any other person with respect to the
Project or the Loan, except as expressly provided in the Environmental Indemnity
Agreement and the Loan Documents; and notwithstanding any other provision of the
Environmental Indemnity Agreement or the Loan Documents: (a) Lender is not, and
shall not be construed as, a partner, joint venturer, alter ego, manager,
controlling person or other business associate or participant of any kind of
Borrower or its stockholders, members, or partners and Lender does not intend to
ever assume such status; (b) Lender shall in no event be liable for any Debts,
expenses or losses incurred or sustained by Borrower; and (c) Lender shall not
be deemed responsible for or a participant in any acts, omissions or decisions
of Borrower or its stockholders, members, or partners. Lender and Borrower
disclaim any intention to create any partnership, joint venture, agency or
common interest in profits or income between Lender and Borrower, or to create
an equity in the Project in Lender, or any sharing of liabilities, losses, costs
or expenses.

         Section 11.8 Contest of Certain Claims. Borrower may contest the
validity of Taxes or any mechanic's or materialman's lien asserted against the
Project so long as (a) Borrower notifies Lender that it intends to contest such
Taxes or liens, as applicable, (b) Borrower provides Lender with an indemnity,



                                                                         Page 31
<PAGE>


bond or other security reasonably satisfactory to Lender assuring the discharge
of Borrower's obligations for such Taxes or liens, as applicable, including
interest and penalties, (c) Borrower is diligently contesting the same by
appropriate legal proceedings in good faith and at its own expense and concludes
such contest prior to the tenth (10th) day preceding the earlier to occur of the
Maturity Date or the date on which the Project is scheduled to be sold for
non-payment, (d) Borrower promptly upon final determination thereof pays the
amount of any such Taxes or liens, as applicable, together with all costs,
interest and penalties which may be payable in connection therewith, and (e)
notwithstanding the foregoing, Borrower shall immediately upon request of Lender
pay any such Taxes or liens, as applicable, notwithstanding such contest if, in
the opinion of Lender, the Project or any part thereof or interest therein may
be in danger of being sold, forfeited, foreclosed, terminated, canceled or lost.
Lender may pay over any cash deposit or part thereof to the claimant entitled
thereto at any time when, in the reasonable judgment of Lender, the entitlement
of such claimant is established.

         Section 11.9 Time of the Essence. Time is of the essence with respect
to this Agreement.

         Section 11.10 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of Lender and Borrower and their respective
successors and assigns, provided that neither Borrower nor any other Borrower
Party shall, without the prior written consent of Lender, assign any rights,
duties or obligations hereunder.

         Section 11.11 Renewal, Extension or Rearrangement. All provisions of
the Environmental Indemnity Agreement and the Loan Documents shall apply with
equal effect to each and all promissory notes and amendments thereof hereinafter
executed which in whole or in part represent a renewal, extension, increase or
rearrangement of the Loan.

         Section 11.12 Waivers. No course of dealing on the part of Lender, its
officers, employees, consultants or agents, nor any failure or delay by Lender
with respect to exercising any right, power or privilege of Lender under the
Environmental Indemnity Agreement and any of the Loan Documents, shall operate
as a waiver thereof.

         Section 11.13 Cumulative Rights; Joint and Several Liability. Rights
and remedies of Lender under the Environmental Indemnity Agreement and the Loan
Documents shall be cumulative, and the exercise or partial exercise of any such
right or remedy shall not preclude the exercise of any other right or remedy. If
more than one person or entity has executed this Agreement as "Borrower," the
obligations of all such persons or entities hereunder shall be joint and
several.

         Section 11.14 Singular and Plural. Words used in this Agreement, the
other Loan Documents, and the Environmental Indemnity Agreement in the singular,
where the context so permits, shall be deemed to include the plural and vice
versa. The definitions of words in the singular in this Agreement, the other
Loan Documents, and the Environmental Indemnity Agreement shall apply to such
words when used in the plural where the context so permits and vice versa.



                                                                         Page 32
<PAGE>

         Section 11.15 Phrases. Except as otherwise expressly provided herein,
when used in this Agreement, the other Loan Documents, and the Environmental
Indemnity Agreement, the phrase "including" shall mean "including, but not
limited to," the phrase "satisfactory to Lender" shall mean "in form and
substance satisfactory to Lender in all respects," the phrase "with Lender's
consent" or "with Lender's approval" shall mean such consent or approval at
Lender's sole discretion, and the phrase "acceptable to Lender" shall mean
"acceptable to Lender at Lender's sole discretion."

         Section 11.16 Exhibits and Schedules. The exhibits and schedules
attached to this Agreement are incorporated herein and shall be considered a
part of this Agreement for the purposes stated herein.

         Section 11.17 Titles of Articles, Sections and Subsections. All titles
or headings to articles, sections, subsections or other divisions of this
Agreement, the other Loan Documents, and the Environmental Indemnity Agreement
or the exhibits hereto and thereto are only for the convenience of the parties
and shall not be construed to have any effect or meaning with respect to the
other content of such articles, sections, subsections or other divisions, such
other content being controlling as to the agreement between the parties hereto.

         Section 11.18 Promotional Material. Borrower authorizes Lender to issue
press releases, advertisements and other promotional materials in connection
with Lender's own promotional and marketing activities, including in connection
with a Secondary Market Transaction, and such materials may describe the Loan in
general terms or in detail and Lender's participation therein in the Loan. All
references to Lender contained in any press release, advertisement or
promotional material issued by Borrower shall be approved in writing by Lender
in advance of issuance.

         Section 11.19 Survival. All of the representations, warranties,
covenants, and indemnities hereunder (including environmental matters under
Article 4), under the indemnification provisions of the other Loan Documents and
under the Environmental Indemnity Agreement, shall survive the repayment in full
of the Loan and the release of the liens evidencing or securing the Loan, and
shall survive the transfer (by sale, foreclosure, conveyance in lieu of
foreclosure or otherwise) of any or all right, title and interest in and to the
Project to any party, whether or not an Affiliate of Borrower.

         Section 11.20 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR
THE ENVIRONMENTAL INDEMNITY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY OR ANY
EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS AND
THE ENVIRONMENTAL INDEMNITY AGREEMENT OR IN ANY WAY RELATING TO THE LOAN OR THE
PROJECT (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS
AGREEMENT, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS
FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A
MATERIAL INDUCEMENT FOR LENDER TO ENTER THIS AGREEMENT.


                                                                         Page 33
<PAGE>

         Section 11.21 Waiver of Punitive or Consequential Damages. Neither
Lender nor Borrower shall be responsible or liable to the other or to any other
Person for any punitive, exemplary or consequential damages which may be alleged
as a result of the Loan or the transaction contemplated hereby, including any
breach or other default by any party hereto.

         Section 11.22 Governing Law. The Loan Documents and the Environmental
Indemnity Agreement shall be governed by and construed in accordance with the
laws of the State and the applicable laws of the United States of America.

         Section 11.23 Entire Agreement. This Agreement, the other Loan
Documents and the Environmental Indemnity Agreement embody the entire agreement
and understanding between Lender and Borrower and supersede all prior agreements
and understandings between such parties relating to the subject matter hereof
and thereof. Accordingly, the Loan Documents and the Environmental Indemnity
Agreement may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties. If any conflict or inconsistency exists between
the Commitment and this Agreement, any of the other Loan Documents, or the
Environmental Indemnity Agreement, the terms of this Agreement, the other Loan
Documents, and the Environmental Indemnity Agreement shall control.

         Section 11.24 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall
constitute one document.

                                   ARTICLE 12
                            LIMITATIONS ON LIABILITY

         Section 12.1 Limitation on Liability. Except as provided below,
Borrower shall not be personally liable for amounts due under the Loan
Documents. Borrower shall be personally liable to Lender for any deficiency,
loss or damage suffered by Lender because of: (a) Borrower's commission of a
criminal act; (b) the failure to comply with provisions of the Loan Documents
prohibiting the sale, transfer or encumbrance of the Project, any other
collateral, or any direct or indirect ownership interest in Borrower; (c) the
misapplication by Borrower or any Borrower Party of any funds derived from the
Project, including security deposits, insurance proceeds and condemnation awards
in violation of this Agreement or any of the other Loan Documents; (d) the fraud
or intentional misrepresentation by Borrower or any Borrower Party made in or in
connection with the Loan Documents or the Loan; (e) Borrower's collection of
rents more than one month in advance or entering into or modifying leases, or
receipt of monies by Borrower or any Borrower Party in connection with the
modification of any leases, in violation of this Agreement or any of the other
Loan Documents; (f) Borrower's failure to apply proceeds of rents or any other
payments in respect of the leases and other income of the Project or any other
collateral when received to the costs, then due, of maintenance and operation of
the Project and to the payment of taxes, lien claims, insurance premiums, Debt
Service, the Funds, and other amounts due under the Loan Documents to the extent


                                                                         Page 34
<PAGE>

the Loan Documents require such proceeds to be then so applied; (g) Borrower's
wrongful interference with Lender's exercise of rights under the Assignment of
Leases and Rents; (h) Borrower's failure to maintain insurance as required by
this Agreement; (i) waste to the Project caused by the acts or omissions of
Borrower, its agents, employees, or contractors; (j) Borrower's obligations with
respect to environmental matters under Article 4; (k) Borrower's failure to pay
for any loss, liability or expense (including attorneys' fees) incurred by
Lender arising out of any claim or allegation made by Borrower, its successors
or assigns, or any creditor of Borrower, that this Agreement or the transactions
contemplated by the Loan Documents and the Environmental Indemnity Agreement
establishes a joint venture, partnership or other similar arrangement between
Borrower and Lender; (l) any brokerage commission or finder's fees claimed in
connection with the transactions contemplated by the Loan Documents; (m)
uninsured damage to the Project resulting from acts of terrorism; or (n) the
filing by Borrower or any Borrower Party, or the filing against Borrower, of a
petition under the United States Bankruptcy Code or similar state insolvency
laws. Nothing herein shall be deemed to be a waiver of any right which Lender
may have under Sections 506(a), 506(b), 1111(b) or any other provision of the
United States Bankruptcy Code, to file a claim for the full amount due to Lender
under the Loan Documents or to require that all collateral shall continue to
secure the amounts due under the Loan Documents.

         Section 12.2 Limitation on Liability of Lender's Officers, Employees,
etc. Any obligation or liability whatsoever of Lender which may arise at any
time under this Agreement, any other Loan Document, or the Environmental
Indemnity Agreement shall be satisfied, if at all, out of the Lender's assets
only. No such obligation or liability shall be personally binding upon, nor
shall resort for the enforcement thereof be had to, the property of any of
Lender's shareholders, directors, officers, employees or agents, regardless of
whether such obligation or liability is in the nature of contract, tort or
otherwise.

                                                                         Page 35
<PAGE>


         EXECUTED under seal as of the date first written above.

LENDER:                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             a Delaware corporation

                             By:
                                ------------------------------------------
                                David R. Martindale, Managing Director

                                             [SEAL]

BORROWER:                    FAIRVIEW PLAZA ASSOCIATES, L.P,
                             a Delaware limited partnership

                             By:   CIF-FAIRVIEW PLAZA ASSOCIATES, LLC,
                                   a Delaware limited liability company,
                                   its General Partner

                                   By:  CEDAR INCOME FUND PARTNERSHIP,
                                        L.P., a Delaware limited partnership,
                                        Sole and Managing Member

                                        By: CEDAR INCOME FUND, LTD.,
                                            a Maryland Real Estate Investment
                                            Trust, its General Partner

                                            By:
                                               -------------------------------
                                               Leo S. Ullman, President

                                                        [SEAL]


                                                                         Page 36

<PAGE>

                                     JOINDER
                                     -------

         By executing this Joinder (the "Joinder"), the undersigned ("Joinder
Parties") jointly and severally guaranty the performance by Borrower of all
obligations and liabilities for which Borrower is personally liable under
Section 12.1 of this Agreement. This Joinder is a guaranty of full and complete
payment and performance and not of collectability.

         1. Waivers. To the fullest extent permitted by applicable law, each
Joinder Party waives all rights and defenses of sureties, guarantors,
accommodation parties and/or co-makers and agrees that its obligations under
this Joinder shall be primary, absolute and unconditional, and that its
obligations under this Joinder shall be unaffected by any of such rights or
defenses, including:

                  a. the unenforceability of any Loan Document against Borrower
and/or any other Joinder Party;

                  b. any release or other action or inaction taken by Lender
with respect to the collateral, the Loan, Borrower and/or other Joinder Party,
whether or not the same may impair or destroy any subrogation rights of any
Joinder Party, or constitute a legal or equitable discharge of any surety or
indemnitor;

                  c. the existence of any collateral or other security for the
Loan, and any requirement that Lender pursue any of such collateral or other
security, or pursue any remedies it may have against Borrower and/or any other
Joinder Party;

                  d. any requirement that Lender provide notice to or obtain a
Joinder Party's consent to any modification, increase, extension or other
amendment of the Loan, including the guaranteed obligations;

                  e. any right of subrogation (until payment in full of the
Loan, including the guaranteed obligations, and the expiration of any applicable
preference period and statute of limitations for fraudulent conveyance claims);

                  f. any defense based on any statute of limitations;

                  g. any payment by Borrower to Lender if such payment is held
to be a preference or fraudulent conveyance under bankruptcy laws or Lender is
otherwise required to refund such payment to Borrower or any other party; and

                  h. any voluntary or involuntary bankruptcy, receivership,
insolvency, reorganization or similar proceeding affecting Borrower or any of
its assets.

         2. Agreements. Each Joinder Party further represents, warrants and
agrees that:

                  a. The obligations under this Joinder are enforceable against
each such party and are not subject to any defenses, offsets or counterclaims;



                                                                         Page 37
<PAGE>
                  b. The provisions of this Joinder are for the benefit of
Lender and its successors and assigns;

                  c. Lender shall have the right to (i) renew, modify, extend or
accelerate the Loan, (ii) pursue some or all of its remedies against Borrower or
any Joinder Party, (iii) add, release or substitute any collateral for the Loan
or party obligated thereunder, and (iv) release Borrower or any Joinder Party
from liability, all without notice to or consent of any Joinder Party (or other
Joinder Party) and without affecting the obligations of any Joinder Party (or
other Joinder Party) hereunder;

                  d. Each Joinder Party covenants and agrees to furnish to
Lender, within ninety (90) days after the end of each fiscal year of such
Joinder Party, a current (as of the end of such fiscal year) balance sheet of
such Joinder Party, in scope and detail reasonably satisfactory to Lender,
certified by the chief financial representative of such Joinder Party and, if
required by Lender, prepared on a review basis and certified by an independent
public accountant reasonably satisfactory to Lender, provided, however, that
Lender hereby agrees that the financial statements required to be included by
such Joinder Party in its annual 10-K filing required to be submitted to the
Securities and Exchange Commission shall be accepted by the Lender; and

                  e. To the maximum extent permitted by law, each Joinder Party
hereby knowingly, voluntarily and intentionally waives the right to a trial by
jury in respect of any litigation based hereon. This waiver is a material
inducement to Lender to enter into this Agreement.

         3. Financial Covenants. Joinder Party shall (i) maintain a minimum net
worth of $5,000,000.00 at all times during the term of the Loan and (ii)
maintain a minimum liquidity of $1,000,000.00 during the term of the Loan. A
default under such covenants shall be a default under this Agreement.

         This Joinder shall be governed by the laws of the State.

         Executed as of January ___, 2003.

JOINDER PARTY:                       CEDAR INCOME FUND, LTD.,
                                     a Maryland real estate investment trust



                                     By:
                                        -------------------------------------
                                            Leo S. Ullman, President

                                                    [SEAL]



                                                                         Page 38
<PAGE>

                                    EXHIBIT A
                                    ---------

                                Legal Description

         ALL THAT CERTAIN lot of land situate in the Township of Fairview,
County of York and Commonwealth of Pennsylvania, bounded and described according
to an ALTA/ACSM Survey by J. Michael Brill Associates, Inc., James C.
Hockenberry, PLS, Job No. 926-C dated October 25, 2002, as follows:

         BEGINNING AT A POINT at lands now or formerly Susquehanna Area Regional
Airport Authority; said point being the southeastern corner of herein described
parcel; thence by said lands North 74 degrees 26 minutes 00 seconds West a
distance of 618.88 feet to a point on the eastern right-of-way line of New York
Road (SR 1003); thence by said right-of-way line by a curve to the left having a
radius of 1356.91 feet and an arc distance of 329.61 feet the chord of said
curve being North 17 degrees 49 minutes 40 seconds East a distance of 328.80
feet (Deed 329.46 feet) to a point at lands now or formerly Venture Quest
Development Inc.; thence by said lands South 84 degrees 49 minutes 57 seconds
East a distance of 198.83 feet (Deed 198.84 feet) to a point; thence by same
North 57 degrees 40 minutes 03 seconds East a distance of 347.78 feet to an iron
pipe; thence by same South 53 degrees 40 minutes 00 seconds East a distance of
214.38 feet to an iron pin at lands nor or formerly Housing Authority of City of
York; thence by said lands South 18 degrees 00 minutes 18 seconds West a
distance of 546.96 feet to a point, the ping of BEGINNING.

         CONTAINING 6.7391 Acres.

         TOGETHER WITH the rights for installation, maintenance and repair of a
30 inch storm drain pipe as set forth in Agreement dated October 2, 1990
recorded in Deed Book 107-U, Page 977.

         TOGETHER WITH AND UNDER AND SUBJECT TO rights of joint access over
shared driveway as contained in Agreement Venture Quest Development, Inc.,
____________, 2002, and recorded ________, 2002.



                                                                         Page 39
<PAGE>
                                   SCHEDULE I

                                   DEFEASANCE
                                   ----------

         1. In accordance with Section 2.3 of the Loan Agreement, Borrower may
obtain the release of the Project from the lien of the Mortgage upon the
satisfaction of the following conditions precedent:

                  (a) not less than thirty (30) days prior written notice to
Lender specifying a regularly scheduled payment date (the "Release Date") on
which the Defeasance Deposit (hereinafter defined) is to be made;

                  (b) the payment to Lender of interest accrued and unpaid on
the principal balance of the Note to and including the Release Date;

                  (c) the payment to Lender of all other sums, not including
scheduled interest or principal payments, due under the Note, the Mortgage, the
Assignment of Leases and Rents, and the other Loan Documents;

                  (d) the payment to Lender of the Defeasance Deposit and a
$5,000 non-refundable processing fee;

                  (e) the delivery by Borrower to Lender of:

                           i)       a security agreement in form and substance
                                    satisfactory to Lender, creating a first
                                    priority lien on the Defeasance Deposit and
                                    the U.S. Obligations (hereinafter defined)
                                    purchased on behalf of Borrower with the
                                    Defeasance Deposit in accordance with this
                                    Schedule I (the "Security Agreement");

                           ii)      a release of the Project from the lien of
                                    the Mortgage (for execution by Lender) in a
                                    form appropriate for the jurisdiction in
                                    which the Project is located;

                           iii)     an officer's certificate of Borrower
                                    certifying that the requirements set forth
                                    in this paragraph (e) have been satisfied;

                           iv)      an opinion of counsel for Borrower in form
                                    satisfactory to Lender stating, among other
                                    things, that Lender has a perfected first
                                    priority security interest in the Defeasance
                                    Deposit and the U.S. Obligations purchased
                                    by or on behalf of Borrower and pledged to
                                    Lender;



                                                                         Page 40
<PAGE>

                           v)       evidence in writing from the applicable
                                    Rating Agencies to the effect that such
                                    release will not result in a qualification,
                                    downgrade or withdrawal of any rating in
                                    effect immediately prior to such defeasance
                                    for any securities issued in connection with
                                    a Secondary Market Transaction; and

                           vi)      such other certificates, documents or
                                    instruments as Lender may reasonably
                                    request.

                  (f) if the Loan has been sold in a Secondary Market
Transaction, Lender shall have received an opinion of counsel acceptable to
Lender in form satisfactory to Lender stating, among other things, that the
substitution of collateral shall not cause the holder of the Loan to fail to
maintain its status as a real estate mortgage investment conduit (REMIC); and

                  (g) Lender shall have received a certificate from a nationally
recognized independent certified public accountant acceptable to Lender, in form
and substance satisfactory to Lender, certifying that the U.S. Obligations
purchased with the Defeasance Deposit are expected to generate sufficient sums
to satisfy the obligations of Borrower under the Note and this Schedule I as and
when such obligations become due.

         In connection with the conditions set forth above, Borrower hereby
appoints Lender as its agent and attorney-in-fact for the purpose of using the
Defeasance Deposit to purchase or cause to be purchased U.S. Obligations which
provide payments on or prior to, but as close as possible to, all successive
scheduled payment dates after the Release Date upon which interest and principal
payments are required under the Note (including the amounts due on the Maturity
Date) and in amounts equal to the scheduled payments due on such dates under the
Note plus Lender's estimate of administrative expenses and applicable federal
income taxes associated with or to be incurred by the Successor Borrower during
the remaining term of, and applicable to, the Loan (the "Scheduled Defeasance
Payments"). Borrower, pursuant to the Security Agreement or other appropriate
document, shall authorize and direct that the payments received from the U.S.
Obligations may be made directly to Lender and applied to satisfy the
obligations of Borrower under the Note and this Schedule I.

         2. Upon compliance with the requirements of this Schedule I, the
Project shall be released from the lien of the Mortgage and the pledged U.S.
Obligations shall be the sole source of collateral securing the Note. Any
portion of the Defeasance Deposit in excess of the amount necessary to purchase
the U.S. Obligations required by the preceding paragraph and to otherwise
satisfy the Borrower's obligations under this Schedule I shall be remitted to
Borrower with the release of the Project from the lien of the Mortgage. In
connection with such release, a successor entity meeting Lender's Single Purpose
Entity criteria, adjusted, as applicable, for the Defeasance contemplated by
this Schedule (the "Successor Borrower"), shall be established by Borrower
subject to Lender's approval (or at Lender's option, by Lender) and Borrower
shall transfer and assign all obligations, rights and duties under and to the
Note together with the pledged U.S. Obligations to such Successor Borrower
pursuant to an assignment and assumption agreement in form and substance


                                                                         Page 41
<PAGE>

satisfactory to Lender (the "Assignment Agreement"). Such Successor Borrower
shall assume the obligations under the Note and the Security Agreement and
Borrower shall be relieved of its obligations thereunder, except that Borrower
shall be required to perform its obligations pursuant to this Schedule I,
including maintenance of the Successor Borrower, if applicable. Borrower shall
pay $1,000.00 to any such Successor Borrower as consideration for assuming the
obligations under the Note and the Security Agreement pursuant to the Assignment
Agreement. Notwithstanding anything in the Mortgage to the contrary, no other
assumption fee shall be payable upon a transfer of the Note in accordance with
this paragraph, but Borrower shall pay all costs and expenses incurred by Lender
in connection with this Schedule, including Lender's reasonable attorneys' fees
and expenses, cost and expenses in obtaining review and confirmation by the
applicable Rating Agencies as required herein, and any administrative and tax
expenses associated with or incurred by the Successor Borrower.

         3. For purposes of this Schedule I, the following terms shall have the
following meanings:

                  (a) The term "Defeasance Deposit" shall mean an amount equal
to the remaining principal amount of the Note, the Yield Maintenance Amount, any
costs and expenses incurred or to be incurred in the purchase of U.S.
Obligations necessary to meet the Scheduled Defeasance Payments (including
Lender's estimate of administrative expenses and applicable federal income taxes
associated with or to be incurred by the Successor Borrower during the remaining
term of, and applicable to, the Loan) and any revenue, documentary stamp or
intangible taxes or any other tax or charge due in connection with the transfer
of the Note or otherwise required to accomplish the agreements of this Schedule
I.

                  (b) The term "Yield Maintenance Amount" shall mean the amount
(if any) which, when added to the remaining principal amount of the Note, will
be sufficient to purchase U.S. Obligations providing the required Scheduled
Defeasance Payments; and

                  (c) The term "U.S. Obligations" shall be as defined in the
REMIC regulations, specifically, Treasury Regulation ss. 1.860G-2(a)(8)(i).

                                                                         Page 42






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10-6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<PAGE>

                                                             Loan No. 76-0026287

================================================================================



                         FAIRVIEW PLAZA ASSOCIATES, L.P.

                                   (Borrower)

                                       to

                      GENERAL ELECTRIC CAPITAL CORPORATION

                                    (Lender)

            _________________________________________________________


                         ASSIGNMENT OF LEASES AND RENTS

            _________________________________________________________

                          Dated as of January ___, 2003

                 Property Location: New Cumberland, Pennsylvania

               DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO:

                             Andrews & Kurth L.L.P.
                          1717 Main Street, Suite 3700
                               Dallas, Texas 75201
                      Attention: Charles T. Marshall, Esq.



================================================================================

<PAGE>
                         ASSIGNMENT OF LEASES AND RENTS


         This Assignment of Leases and Rents (this "Agreement") is executed as
of January _____, 2003 by FAIRVIEW PLAZA ASSOCIATES, L.P., a Delaware limited
partnership, whose address for notice is c/o Cedar Income Fund Properties, L.P.,
44 South Bayles Avenue, Suite 304, Port Washington, New York 11050, Attention:
Brenda J. Walker ("Borrower"), to GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, whose address for notice is c/o GEMSA Loan Services, L.P.,
1500 City West Blvd., Suite 200, Houston, Texas 77042-2300, Attention: Portfolio
Manager/Access Program ("Lender").


                                   AGREEMENT:

         For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower and Lender agree as follows:

         1. Absolute Assignment. Borrower unconditionally and absolutely assigns
to Lender all of Borrower's right, title and interest in and to: (a) all leases,
subleases, occupancy agreements, licenses, concessions, rental contracts and
other agreements (written or oral) now or hereafter existing relating to the use
or occupancy of the project located on the real property described in Exhibit A
hereto (the "Property"), together with all guarantees, letters of credit and
other credit support, modifications, extensions and renewals thereof (whether
before or after the filing by or against Borrower of any petition of relief
under 11 U.S.C. ss. 101 et seq., as same may be amended from time to time [the
"Bankruptcy Code"]), and all related security and other deposits (collectively,
the "Leases"); (b)all rents, revenues, issues, profits, income and proceeds due
or to become due from tenants of the Property, including rentals and all other
payments of any kind under the Leases for using, leasing, licensing, possessing,
operating from, rendering in, selling or otherwise enjoying the Property
(collectively, the "Rents"); (c)all of Borrower's claims and rights (the
"Bankruptcy Claims") to the payment of damages arising from any rejection by a
lessee of any Lease under the Bankruptcy Code; and (d) any and all other rights
of Borrower in and to the items set forth in subsections (a) through (c) above,
and all amendments, modifications, replacements, renewals, proceeds and
substitutions thereof. This Agreement is an absolute assignment to Lender and
not an assignment as security for the performance of the obligations under the
Loan Documents (defined below), or any other indebtedness.

         2. Rights of Lender. Subject to the provisions of Section 6 below,
Lender shall have the right, power and authority to: (a) notify any person that
the Leases have been assigned to Lender and that all Rents are to be paid
directly to Lender, whether or not Lender has commenced or completed foreclosure
or taken possession of the Property; (b) settle, compromise, release, extend the
time of payment of, and make allowances, adjustments and discounts of any Rents
or other obligations under the Leases; (c) enforce payment of Rents and other
rights under the Leases, prosecute any action or proceeding, and defend against
any claim with respect to Rents and Leases; (d) enter upon, take possession of

                                                                          Page 2

<PAGE>


and operate the Property; (e) lease all or any part of the Property; and/or (f)
perform any and all obligations of Borrower under the Leases and exercise any
and all rights of Borrower therein contained to the full extent of Borrower's
rights and obligations thereunder, with or without the bringing of any action or
the appointment of a receiver. At Lender's request, Borrower shall deliver a
copy of this Agreement to each tenant under a Lease and to each manager and
managing agent or operator of the Property. Borrower irrevocably directs any
tenant, manager, managing agent, or operator of the Property, without any
requirement for notice to or consent by Borrower, to comply with all demands of
Lender under this Agreement and to turn over to Lender on demand all Rents which
it receives.

         3. No Obligation or Liability. Notwithstanding Lender's rights
hereunder, Lender shall not be obligated to perform, and Lender does not
undertake to perform, any obligation, duty or liability with respect to the
Leases, Rents or Property on account of this Agreement. Lender shall have no
responsibility on account of this Agreement for the control, care, maintenance
or repair of the Property, for any waste committed on the Property, for any
dangerous or defective condition of the Property, or for any negligence in the
management, upkeep, repair or control of the Property. Lender shall not be
liable for any loss sustained by Borrower resulting from Lender's failure to let
the Property after an Event of Default (as defined in the Loan Agreement) or
from any other act or omission of Lender in managing the Property after an Event
of Default. Nothing herein contained shall be construed as constituting Lender a
"mortgagee in possession" in the absence of the taking of actual possession of
the Property by Lender. In the exercise of the powers herein granted Lender, no
liability shall be asserted or enforced against Lender, all such liability being
expressly waived and released by Borrower.

         4. Right to Apply Rents. Lender shall have the right, but not the
obligation, to use and apply any Rents received hereunder in such order and such
manner as Lender may determine for:

             (a) Enforcement or Defense. The payment of costs and expenses of
enforcing or defending the terms of this Agreement or the rights of Lender
hereunder, and collecting any Rents;

             (b) Loan Payments. Interest, principal or other amounts payable
pursuant to (i) the Loan Agreement of even date between Lender and Borrower (the
"Loan Agreement"); (ii) the Promissory Note of even date herewith in the stated
principal amount of $6,080,000.00, executed by Borrower, bearing interest and
being payable to the order of Lender (the "Note"); (iii) the Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture Filing, of even
date, executed by Borrower for the benefit of Lender and relating to the
Property (the "Mortgage"); and all other documents and instruments evidencing,
governing and securing the loan evidenced by the Note (the "Loan") and (iv) any
and all modifications, amendments or extensions thereof or replacements or
substitutions therefor (the Loan Agreement, the Note, the Mortgage, such other
documents and instruments, and such modifications, amendments, extensions,
replacements, and substitutions thereof being herein collectively called the
"Loan Documents"); and


                                                                          Page 3
<PAGE>

             (c) Operating Expenses. Payment of costs and expenses of the
operation and maintenance of the Property, including (i) rentals and other
charges payable by Borrower under any ground lease or other agreement affecting
the Property; (ii) electricity, telephone, water and other utility costs, taxes,
assessments, water charges and sewer rents and other utility and governmental
charges levied, assessed or imposed against the Property; (iii) insurance
premiums; (iv) costs and expenses with respect to any litigation affecting the
Property, the Leases or the Rents; (v) wages and salaries of employees,
commissions of agents and attorneys' fees and expenses; and (vi) all other
carrying costs, fees, charges, reserves, and expenses whatsoever relating to the
Property.

         After the payment of all such costs and expenses and after Lender has
established such reserves as it, in its sole and absolute discretion, deems
necessary for the proper management of the Property, Lender shall apply all
remaining Rents received by it to the reduction of the Loan.

         5. No Waiver. The exercise or nonexercise by Lender of the rights
granted in this Agreement or the collection and application of Rents by Lender
or its agent shall not be a waiver of any default by Borrower under this
Agreement or any other Loan Document. No action or failure to act by Lender with
respect to any obligations of Borrower under the Loan Documents, or any security
or guaranty given for the payment or performance thereof, shall in any manner
affect, impair or prejudice any of Lender's rights and privileges under this
Agreement, or discharge, release or modify any of Borrower's duties or
obligations hereunder.

         6. Revocable License. Notwithstanding that this Agreement is an
absolute assignment of the Rents and Leases and not merely the collateral
assignment of, or the grant of a lien or security interest in the Rents and
Leases, Lender grants to Borrower a revocable license to collect and receive the
Rents and to retain, use and enjoy such Rents. Such license may be revoked by
Lender upon the occurrence of any Event of Default and Lender shall immediately
be entitled to receive and apply all Rents, whether or not Lender enters upon
and takes control of the Property. Prior to such revocation, Borrower shall
apply any Rents which it receives to the payment of debt service on the Note and
other payments due under the Loan Agreement, taxes, assessments, water charges,
sewer rents and other governmental charges levied, assessed or imposed against
the Property, insurance premiums, operation and maintenance charges relating to
the Property, and other obligations of lessor under the Leases before using such
proceeds for any other purpose. Lender is hereby granted and assigned by
Borrower the right, at its option, upon the revocation of the license granted
herein to enter upon the Property in person, by agent or by court-appointed
receiver to collect the Rents. Any Rents collected after the revocation of the
license herein granted may be applied toward payment of the Indebtedness in such
priority and proportion as Lender, in its discretion, shall deem proper.

         7. Term. This Agreement shall continue in full force and effect until
(a) all amounts due under the Loan Documents are paid in full, and (b) all other
obligations of Borrower under the Loan Documents are fully satisfied.

         8. Appointment. Borrower irrevocably appoints Lender its true and
lawful attorney in fact, which appointment is coupled with an interest, to
execute any or all of the rights or powers described herein with the same force


                                                                          Page 4
<PAGE>

and effect as if executed by Borrower, and Borrower ratifies and confirms any
and all acts done or omitted to be done by Lender, its agents, servants,
employees or attorneys in, to or about the Property.

         9. Liability of Lender. Lender shall not in any way be liable to
Borrower for any action or inaction of Lender, its employees or agents under
this Agreement.

         10. Indemnification. Borrower shall indemnify, defend and hold harmless
Lender from and against all liability, loss, damage, cost or expense which it
may incur under this Agreement or under any of the Leases, including any claim
against Lender by reason of any alleged obligation, undertaking, action, or
inaction on its part to perform or discharge any terms, covenants or conditions
of the Leases or with respect to Rents, and including attorneys' fees and
expenses, but excluding any claim to the extent caused by Lender's gross
negligence or willful misconduct. Any amount covered by this indemnity shall be
payable on demand, and shall bear interest from the date of demand until the
same is paid by Borrower to Lender at a rate equal to the Default Rate (as
defined in the Loan Agreement).

         11. Modification. This Agreement may not be changed orally, but only by
an agreement in writing signed by the party against whom enforcement of such
change is sought.

         12. Bankruptcy.

             (a) Upon or at any time after the occurrence of a Event of Default,
Lender shall have the right to proceed in its own name or in the name of
Borrower in respect of any claim, suit, action or proceeding relating to the
rejection of any Lease, including, without limitation, the right to file and
prosecute, to the exclusion of Borrower, any proofs of claim, complaints,
motions, applications, notices and other documents, in any case in respect of
the lessee under such Lease under the Bankruptcy Code.

             (b) If there shall be filed by or against Borrower a petition under
the Bankruptcy Code, and Borrower, as lessor under any Lease, shall determine to
reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then
Borrower shall give Lender not less than ten (10) days' prior notice of the date
on which Borrower shall apply to the bankruptcy court for authority to reject
the Lease. Lender shall have the right, but not the obligation, to serve upon
Borrower within such ten-day period a notice stating that (i) Lender demands
that Borrower assume and assign the Lease to Lender pursuant to Section 365 of
the Bankruptcy Code and (ii) Lender covenants to cure or provide adequate
assurance of future performance under the Lease. If Lender serves upon Borrower
the notice described in the preceding sentence, Borrower shall not seek to
reject the Lease and shall comply with the demand provided for in clause (i) of
the preceding sentence within thirty (30) days after the notice shall have been
given, subject to the performance by Lender of the covenant provided for in
clause (ii) of the preceding sentence.

         13. Authority. Borrower represents and warrants that it has full power
and authority to execute and deliver this Agreement and the execution and
delivery of this Agreement has been duly authorized and does not conflict with


                                                                          Page 5

<PAGE>

or constitute a default under any law, judicial order or other agreement
affecting Borrower or the Property.

         14. Liability. If Borrower consists of more than one person, the
obligations and liabilities of each such person hereunder shall be joint and
several.

         15. Headings, Etc. The headings and captions of various paragraphs of
this Agreement are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.

         16. Notices. Any notice required or permitted to be given under this
Agreement shall be (a) in writing, (b) sent in the manner set forth in the Loan
Agreement, and (c) effective in accordance with the terms of the Loan Agreement.

         17. Successors and Assigns. This Agreement shall inure to the benefit
of Lender and its successors and assigns and shall be binding on Borrower and
its successors and assigns.

         18. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State where the Property is located and the
applicable laws of the United States of America.

         19. Conflict. If any conflict or inconsistency exists between the
absolute assignment of the Rents and the Leases in this Agreement and the
assignment of the Rents and Leases as security in the Mortgage, the terms of
this Agreement shall control.

         20. Limitation on Liability. Borrower's liability hereunder is subject
to the limitation on liability provisions of Article 12 of the Loan Agreement.

         21. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall
constitute one document.




                                                                          Page 6

<PAGE>


         EXECUTED under seal as of the date first written above.

BORROWER:                        FAIRVIEW PLAZA ASSOCIATES, L.P,
                                 a Delaware limited partnership

                                 By: CIF-FAIRVIEW PLAZA ASSOCIATES, LLC,
                                     a Delaware limited liability company,
                                     its General Partner

                                     By: CEDAR INCOME FUND PARTNERSHIP, L.P.,
                                         a Delaware limited partnership,
                                         Sole and Managing Member

                                         By: CEDAR INCOME FUND, LTD.,
                                             a Maryland Real Estate Investment
                                             Trust, its General Partner

                                             By:________________________________
                                                Leo S. Ullman, President

                                                  [SEAL]

I certify that the address of the within named Mortgagee is:

c/o GEMSA Capital Services, L.P.
1500 City West Blvd., Suite 200
Houston, Texas  77042-2300

By:______________________________
   Agent for Mortgagee



                                                                          Page 7
<PAGE>


COMMONWEALTH OF PENNSYLVANIA )
                             ) ss:
COUNTY OF___________________ )

         On this, the _____ day of January, 2003, before me, the subscriber, a
Notary Public in and for the Commonwealth and County aforesaid, personally
appeared LEO S. ULLMAN who acknowledged herself to be the President of CEDAR
INCOME FUND, LTD., a Maryland real estate investment trust and General Partner
of CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership and Sole
Managing Member of CIF-FAIRVIEW PLAZA ASSOCIATES, LLC, a Delaware limited
liability company and General Partner FAIRVIEW PLAZA ASSOCIATES, L.P., a
Delaware limited partnership, of who I am satisfied is the person who signed the
within instrument and who acknowledged that she executed same as such on behalf
of said FAIRVIEW PLAZA ASSOCIATES, L.P., being authorized to do so, and that the
within instrument is the voluntary act and deed of such FAIRVIEW PLAZA
ASSOCIATES, L.P.

         WITNESS my hand and seal the day and year aforesaid.



                                           _____________________________________
                                           Notary Public

                                           My commission Expires:_______________



                                                                          Page 8

<PAGE>


                                    EXHIBIT A

                                Legal Description

         ALL THAT CERTAIN lot of land situate in the Township of Fairview,
County of York and Commonwealth of Pennsylvania, bounded and described according
to an ALTA/ACSM Survey by J. Michael Brill Associates, Inc., James C.
Hockenberry, PLS, Job No. 926-C dated October 25, 2002, as follows:

         BEGINNING AT A POINT at lands now or formerly Susquehanna Area Regional
Airport Authority; said point being the southeastern corner of herein described
parcel; thence by said lands North 74 degrees 26 minutes 00 seconds West a
distance of 618.88 feet to a point on the eastern right-of-way line of New York
Road (SR 1003); thence by said right-of-way line by a curve to the left having a
radius of 1356.91 feet and an arc distance of 329.61 feet the chord of said
curve being North 17 degrees 49 minutes 40 seconds East a distance of 328.80
feet (Deed 329.46 feet) to a point at lands now or formerly Venture Quest
Development Inc.; thence by said lands South 84 degrees 49 minutes 57 seconds
East a distance of 198.83 feet (Deed 198.84 feet) to a point; thence by same
North 57 degrees 40 minutes 03 seconds East a distance of 347.78 feet to an iron
pipe; thence by same South 53 degrees 40 minutes 00 seconds East a distance of
214.38 feet to an iron pin at lands nor or formerly Housing Authority of City of
York; thence by said lands South 18 degrees 00 minutes 18 seconds West a
distance of 546.96 feet to a point, the ping of BEGINNING.

         CONTAINING 6.7391 Acres.

         TOGETHER WITH the rights for installation, maintenance and repair of a
30 inch storm drain pipe as set forth in Agreement dated October 2, 1990
recorded in Deed Book 107-U, Page 977.

TOGETHER WITH AND UNDER AND SUBJECT TO rights of joint access over shared
driveway as contained in Agreement Venture Quest Development, Inc.,
____________, 2002, and recorded ________, 2002.





                                                                          Page 9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10-7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<PAGE>

                                                             Loan No. 76-0026287

           OPEN-END MORTGAGE. THIS MORTGAGE SECURES FUTURE ADVANCES.

================================================================================

                         FAIRVIEW PLAZA ASSOCIATES, L.P.
                                   (Mortgagor)

                                       to

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                   (Mortgagee)

--------------------------------------------------------------------------------

                                    OPEN-END
                    MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

--------------------------------------------------------------------------------

                         Dated as of January ____, 2003

                 Property Location: New Cumberland, Pennsylvania

               DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO:

                             Andrews & Kurth L.L.P.
                          1717 Main Street, Suite 3700
                               Dallas, Texas 75201
                      Attention: Charles T. Marshall, Esq.

================================================================================


<PAGE>

               OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
                 SECURITY AGREEMENT AND FIXTURE FILING

     This Open-End Mortgage, Assignment of Leases and Rents, Security Agreement
and Fixture Filing (this "Mortgage") is executed as of January ____, 2003, by
FAIRVIEW PLAZA ASSOCIATES, L.P., a Delaware limited partnership, whose
organization number is 3582949 ("Mortgagor"), whose address for notice hereunder
is c/o Cedar Income Fund Partnership, L.P., 44 South Bayles Avenue, Suite 304,
Port Washington, New York 11050, for the benefit of GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation ("Mortgagee"), whose address for notice is
c/o GEMSA Loan Services, L.P., 1500 City West Blvd., Suite 200, Houston, Texas
77042-2300, Attention: Portfolio Manager/Access Program.

                                   ARTICLE 1
                                   ---------
                                  DEFINITIONS
                                  -----------

     Section 1.1   Definitions. As used herein, the following terms shall have
the following meanings:

          "Indebtedness": The sum of all principal, interest and all other
amounts due under or secured by the Loan Documents.

          "Loan": The Loan made to the Mortgagor by the Mortgagee as evidenced
and secured by the Loan Documents.

          "Loan Documents": The (a) Loan Agreement of even date between
Mortgagor and Mortgagee (the "Loan Agreement"), (b) Promissory Note of even
date, executed by Mortgagor, payable to the order of Mortgagee, in the stated
principal amount of $6,080,000.00, (c) this Mortgage, (d) all other documents
now or hereafter executed by Mortgagor, or any other person or entity, to
evidence, secure or guaranty the payment of all or any portion of the
Indebtedness or the performance of all or any portion of the Obligations or
otherwise executed in connection with the Note or this Mortgage, and (e) all
modifications, restatements, extensions, renewals and replacements of the
foregoing; provided however, in no event shall the term "Loan Documents"
include that certain Hazardous Materials Indemnity Agreement dated the date
hereof in favor of Mortgagee.

          "Mortgaged Property": (a) the real property described in Exhibit A,
together with any greater estate therein as hereafter may be acquired by
Mortgagor (the "Land"), (b) all buildings, structures and other improvements,
now or at any time situated, placed or constructed upon the Land (the
"Improvements"), (c) all materials, supplies, equipment, apparatus and other
items of personal property now owned or hereafter acquired by Mortgagor and now
or hereafter attached to, installed in or used in connection with any of the
Improvements or the Land, and water, gas, electrical, storm and sanitary sewer
facilities and all other utilities whether or not situated in easements (the
"Fixtures"), (d) all right, title and interest of Mortgagor in and to all goods,
accounts, general intangibles, investment property, instruments, letters of

                                                                          Page 2

<PAGE>

credit, letter-of-credit rights, deposit accounts, documents, chattel paper and
all other personal property of any kind or character, including such items of
personal property as presently or hereafter defined in the UCC, now owned or
hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon,
used in connection with, arising from or otherwise related to the Land and
Improvements or which may be used in or relating to the planning, development,
financing or operation of the Mortgaged Property, including, without limitation,
furniture, furnishings, equipment, machinery, money, insurance proceeds,
accounts, contract rights, software, trademarks, goodwill, promissory notes,
electronic and tangible chattel paper, payment intangibles, documents, trade
names, licenses and/or franchise agreements, rights of Mortgagor under leases of
Fixtures or other personal property or equipment, inventory, all refundable,
returnable or reimbursable fees, deposits or other funds or evidences of credit
or indebtedness deposited by or on behalf of Mortgagor with any governmental
authorities, boards, corporations, providers of utility services, public or
private, including specifically, but without limitation, all refundable,
returnable or reimbursable tap fees, utility deposits, commitment fees and
development costs, and commercial tort claims arising from the development,
construction, use, occupancy, operation, maintenance, enjoyment, acquisition or
ownership of the Mortgaged Property (the "Personalty"), (e) all reserves,
escrows or impounds required under the Loan Agreement and all deposit accounts
(including accounts holding security deposits) maintained by Mortgagor with
respect to the Mortgaged Property, (f) all plans, specifications, shop drawings
and other technical descriptions prepared for construction, repair or alteration
of the Improvements, and all amendments and modifications thereof (the "Plans"),
(g) all leases, subleases, licenses, concessions, occupancy agreements, rental
contracts, or other agreements (written or oral) now or hereafter existing
relating to the use or occupancy of all or any part of the Mortgaged Property,
together with all guarantees, letters of credit and other credit support,
modifications, extensions and renewals thereof (whether before or after the
filing by or against Mortgagor of any petition of relief under 11 U.S.C. ss. 101
et seq., as same may be amended from time to time (the "Bankruptcy Code")) and
all related security and other deposits (the "Leases") and all of Mortgagor's
claims and rights (the "Bankruptcy Claims") to the payment of damages arising
from any rejection by a lessee of any Lease under the Bankruptcy Code, (h) all
of the rents, revenues, issues, income, proceeds, profits, and all other
payments of any kind under the Leases for using, leasing, licensing, possessing,
operating from, residing in, selling or otherwise enjoying the Mortgaged
Property whether paid or accruing before or after the filing by or against
Mortgagor of any petition for relief under the Bankruptcy Code (the "Rents"),
(i) all other agreements, such as construction contracts, architects'
agreements, engineers' contracts, utility contracts, maintenance agreements,
franchise agreements, service contracts, permits, licenses, certificates and
entitlements in any way relating to the development, construction, use,
occupancy, operation, maintenance, enjoyment, acquisition or ownership of the
Mortgaged Property (the "Property Agreements"), (j) all rights, privileges,
tenements, hereditaments, rights-of-way, easements, appendages and appurtenances
appertaining to the foregoing, and all right, title and interest, if any, of
Mortgagor in and to any streets, ways, alleys, strips or gores of land adjoining
the Land or any part thereof, (k) all accessions, replacements and substitutions
for any of the foregoing and all proceeds thereof, (l) all insurance policies
(regardless of whether required by Mortgagee), unearned premiums therefor and
proceeds from such policies covering any of the above property now or hereafter
acquired by Mortgagor, (m) all mineral, water, oil and gas rights now or

                                                                          Page 3

<PAGE>

hereafter acquired and relating to all or any part of the Mortgaged Property,
(n) all tradenames, trademarks, service marks, logos, copyrights, goodwill,
books and records and all other general intangibles relating to or used in
connection with the operation of the Mortgaged Property; and (o) all of
Mortgagor's right, title and interest in and to any awards, remunerations,
reimbursements, settlements or compensation heretofore made or hereafter to be
made by any governmental authority pertaining to the Land, Improvements,
Fixtures or Personalty. As used in this Mortgage, the term "Mortgaged Property"
shall mean all or, where the context permits or requires, any portion of the
above or any interest therein.

          "Obligations": All of the agreements, covenants, conditions,
warranties, representations and other obligations (other than to repay the
Indebtedness) made or undertaken by Mortgagor or any other person or entity to
Mortgagee or others as set forth in the Loan Documents.

          "Permitted Encumbrances": The outstanding liens, easements,
restrictions, security interests and other exceptions to title set forth in the
policy of title insurance insuring the lien of this Mortgage, together with the
liens and security interests in favor of Mortgagee created by the Loan
Documents, none of which, individually or in the aggregate, materially interfere
with the benefits of the security intended to be provided by this Mortgage,
materially and adversely affect the value of the Mortgaged Property, impair the
use or operations of the Mortgaged Property or impair Mortgagor's ability to pay
its obligations in a timely manner.

          "State": The Commonwealth of Pennsylvania.

          "UCC": The Uniform Commercial Code of the State in effect from time to
time or, if the creation, perfection and enforcement of any security interest
herein granted is governed by the laws of a state other than the State, then, as
to the matter in question, the Uniform Commercial Code in effect in that state
from time to time.

     Section 1.2   Other Terms. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Loan Agreement.


                                   ARTICLE 2
                                   ---------
                                     GRANT
                                     -----

     Section 2.1   Grant. To secure the full and timely payment of the
Indebtedness and the full and timely performance of the Obligations, Mortgagor
hereby FREELY GIVES, MORTGAGES, GRANTS, BARGAINS, SELLS, ALIENS, ENFEOFFS,
RELEASES, CONVEYS, CONFIRMS AND ASSIGNS to Mortgagee the Mortgaged Property,
subject, however, to the Permitted Encumbrances; TO HAVE AND TO HOLD the
Mortgaged Property to Mortgagee, its successors and assigns, and Mortgagor does
hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the
title to the Mortgaged Property unto Mortgagee.

                                                                          Page 4

<PAGE>


                                   ARTICLE 3
                                   ---------
                    WARRANTIES, REPRESENTATIONS AND COVENANTS
                    -----------------------------------------

      Mortgagor warrants, represents and covenants to Mortgagee as follows:

     Section 3.1   Title to Mortgaged Property and Lien of this Instrument.
Mortgagor owns the Mortgaged Property free and clear of any liens, claims or
interests, except the Permitted Encumbrances. This Mortgage creates valid,
enforceable first priority liens and security interests against the Mortgaged
Property. Mortgagor warrants that Mortgagor has good, marketable and insurable
title to the Mortgaged Property, subject only to the Permitted Encumbrances, and
has the full power, authority and right to execute, deliver and perform its
obligations under this Mortgage.

     Section 3.2   First Lien Status. Mortgagor shall preserve and protect the
first lien and security interest status of this Mortgage and the other Loan
Documents. If any lien or security interest other than the Permitted
Encumbrances is asserted against the Mortgaged Property, Mortgagor shall
promptly, and at its expense, (a) give Mortgagee a detailed written notice of
such lien or security interest (including origin, amount and other terms), and
(b) pay the underlying claim in full or take such other action so as to cause it
to be released or, in Mortgagee's discretion, provide a bond or other security
reasonably satisfactory to Mortgagee for the payment of such claim.

     Section 3.3   Payment and Performance. Mortgagor shall pay the Indebtedness
when due under the Loan Documents and shall perform the Obligations in full when
they are required to be performed.

     Section 3.4   Replacement of Fixtures and Personalty. Mortgagor shall not,
without the prior written consent of Mortgagee, permit any of the Fixtures or
Personalty to be removed at any time from the Land or Improvements, unless the
removed item is removed temporarily for maintenance and repair or, if removed
permanently, is obsolete and is replaced by an article of equal or better
suitability and value, owned by Mortgagor subject to the liens and security
interests of this Mortgage and the other Loan Documents, and free and clear of
any other lien or security interest except such as may be first approved in
writing by Mortgagee.

     Section 3.5   Maintenance of Rights of Way, Easements and Licenses.
Mortgagor shall maintain all rights of way, easements, grants, privileges,
licenses, certificates, permits, entitlements and franchises necessary for the
use of the Mortgaged Property and will not, without the prior consent of
Mortgagee, consent to any public restriction (including any zoning ordinance)
or private restriction as to the use of the Mortgaged Property. Mortgagor shall
comply with all restrictive covenants affecting the Mortgaged Property, and all
zoning ordinances and other public or private restrictions as to the use of the
Mortgaged Property.

     Section 3.6   Inspection. Mortgagor shall permit Mortgagee, and Mortgagee's
agents, representatives and employees, upon reasonable prior notice to
Mortgagor, to inspect the Mortgaged Property and conduct such environmental and
engineering studies as Mortgagee may require, provided that such inspections and
studies shall not materially interfere with the use and operation of the
Mortgaged Property.

                                                                          Page 5

<PAGE>

     Section 3.7   Other Covenants. All of the covenants in the Loan Agreement
are incorporated herein by reference and, together with covenants in this
Article 3, shall be covenants running with the land. The covenants set forth in
the Loan Agreement include, among other provisions: (a) the obligation to pay
when due all taxes on the Mortgaged Property or assessed against Mortgagee with
respect to the Loan, (b) the right of Mortgagee to inspect the Mortgaged
Property, (c) the obligation to keep the Mortgaged Property insured as Mortgagee
may require, (d) the obligation to comply with all legal requirements (including
environmental laws), maintain the Mortgaged Property in good condition, and
promptly repair any damage or casualty, and (e) except as otherwise permitted
under the Loan Agreement, the obligation of Mortgagor to obtain Mortgagee's
consent prior to entering into, modifying or taking other actions with respect
to Leases.

     Section 3.8   Condemnation Awards and Insurance Proceeds.

     (a)   Condemnation Awards. Mortgagor assigns all awards and compensation
for any condemnation or other taking, or any purchase in lieu thereof, to
Mortgagee and authorizes Mortgagee to collect and receive such awards and
compensation and to give proper receipts and acquittances therefor, subject to
the terms of the Loan Agreement.

     (b)   Insurance Proceeds. Mortgagor assigns to Mortgagee all proceeds of
any insurance policies insuring against loss or damage to the Mortgaged
Property. Mortgagor authorizes Mortgagee to collect and receive such proceeds
and authorizes and directs the issuer of each of such insurance policies to make
payment for all such losses directly to Mortgagee, instead of to Mortgagor and
Mortgagee jointly.

     Section 3.9   Transfer or Encumbrance of Mortgaged Property.

     (a)   Except as otherwise provided herein, without the prior written
consent of Mortgagee,

     (i)   neither Mortgagor nor any other Person having an ownership or
           beneficial interest in Mortgagor shall (A) directly or indirectly
           sell, transfer, convey, mortgage, pledge, or assign any interest in
           the Mortgaged Property or any part thereof (including any
           partnership, membership, or any other ownership interest in
           Mortgagor); (B) further encumber, alienate, grant a Lien or grant
           any other interest in the Mortgaged Property or any part thereof
           (including any partnership, membership, or other ownership interest
           in Mortgagor), whether voluntarily or involuntarily; or (C) enter
           into any easement or other agreement granting rights in or
           restricting the use or development of the Mortgaged Property;

                                                                          Page 6

<PAGE>


     (ii)  except as otherwise permitted herein or elsewhere in the Loan
           Documents, no new general partner, member, or limited partner having
           the ability to control the affairs of Mortgagor shall be admitted to
           or created in Mortgagor (nor shall any existing general partner or
           member or controlling limited partner withdraw from Mortgagor), and
           no change in Mortgagor's organizational documents relating to
           control over Mortgagor and/or the Mortgaged Property shall be
           effected; and

     (iii) no transfer shall be permitted which would cause Cedar Income Fund,
           Ltd. and KIMCO Preferred Investor III, Inc. jointly to own less than
           a controlling interest in Mortgagor and the Mortgaged Property and
           not to have the power to direct the affairs of Mortgagor (provided
           that the restrictions in this article shall not be deemed violated
           by transfers between such entities, which transfers shall be
           permitted without Lender's prior consent, so long as either entity
           itself or the two entities jointly shall retain a controlling
           interest in Mortgagor and the Mortgaged Property and the power to
           direct the affairs of Mortgagor.

     (b)   As used in this Section 3.9, "transfer" shall include (i) an
installment sales agreement wherein Mortgagor agrees to sell the Mortgaged
Property or any part thereof for a price to be paid in installments; (ii) an
agreement by Mortgagor leasing all or a substantial part of the Mortgaged
Property for other than actual occupancy by a space tenant thereunder or a sale,
assignment or other transfer of, or the grant of a security interest in,
Mortgagor's right, title and interest in and to any Leases or any Rents; (iii)
the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or
beneficial ownership of any partnership interest in any general partner in
Mortgagor that is a partnership; (iv) the sale, transfer, conveyance, mortgage,
pledge, or assignment of the legal or beneficial ownership of any voting stock
in any general partner in Mortgagor that is a corporation; and (v) the sale,
transfer, conveyance, mortgage, pledge, or assignment of any membership interest
in any general partner of Mortgagor that is a limited liability company.
"Transfer" is specifically intended to include any pledge or assignment,
directly or indirectly, of a controlling interest in Mortgagor or its general
partner, controlling member, or controlling limited partner for purposes of
securing so-called "mezzanine" indebtedness to such transferor. Notwithstanding
anything to the contrary in this Section 3.9, "transfer" shall not include (A)
the leasing of individual units within the Project so long as Mortgagor complies
with the provisions of the Loan Documents relating to such leasing activity; or
(B) the transfers of limited partner, membership, or other ownership interests
in Mortgagor so long as such transfers, alone or in the aggregate, do not result
in the transfer of a controlling interest or more than 49% of the ownership or
beneficial interest in the Mortgagor and the provisions of Sections 3.9(a)(ii)
and 3.9(a)(iii) are satisfied. Notwithstanding anything in this Section 3.9 to
the contrary, no transfer shall be permitted which would be in violation of the
covenants set forth in Section 6.16 of the Loan Agreement.

     (c)   Mortgagee shall not be required to demonstrate any actual impairment
of its security or any increased risk of default hereunder in order to declare
the Indebtedness immediately due and payable upon Mortgagor's sale, conveyance,
alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property

                                                                          Page 7

<PAGE>

without Mortgagee's consent. This provision shall apply to every sale,
conveyance, alienation, mortgage, encumbrance, pledge or transfer of the
Mortgaged Property regardless of whether voluntary or not, or whether or not
Mortgagee has consented to any previous sale, conveyance, alienation, mortgage,
encumbrance, pledge or transfer of the Mortgaged Property.

     (d)   Mortgagee's consent to one sale, conveyance, alienation, mortgage,
encumbrance, pledge or transfer of the Mortgaged Property or any interest in
Mortgagor shall not be deemed to be a waiver of Mortgagee's right to require
such consent to any future occurrence of same. Any sale, conveyance, alienation,
mortgage, encumbrance, pledge or transfer of the Mortgaged Property made in
contravention of this paragraph shall be null and void and of no force and
effect.

     (e)   Mortgagor agrees to bear and shall pay or reimburse Mortgagee on
demand for all reasonable expenses (including, without limitation, reasonable
attorneys' fees and disbursements, title search costs and title insurance
endorsement premiums and Rating Agency [as defined below] fees and expenses)
incurred by Mortgagee in connection with the review, approval and documentation
of any such sale, conveyance, alienation, mortgage, encumbrance, pledge or
transfer.

     (f)   Mortgagee's consent to the sale or transfer of the Mortgaged Property
will not be unreasonably withheld after consideration of all relevant factors,
provided that:

     (i)   no Event of Default or event which with the giving of notice or the
           passage of time would constitute an Event of Default shall have
           occurred and remain uncured;

     (ii)  the proposed transferee ("Transferee") shall be a reputable entity or
           person of good character, creditworthy, with sufficient financial
           worth considering the obligations assumed and undertaken, as
           evidenced by financial statements and other information reasonably
           requested by Mortgagee and shall be a Single Purpose Entity;

     (iii) the Transferee and its property manager shall have sufficient
           experience in the ownership and management of properties similar to
           the Mortgaged Property, and Mortgagee shall be provided with
           reasonable evidence thereof (and Mortgagee reserves the right to
           approve the Transferee without approving the substitution of the
           property manager);

     (iv)  Mortgagee shall have received confirmation in writing from the Rating
           Agencies (as hereinafter defined) to the effect that such transfer
           will not result in a qualification, downgrade or withdrawal of any
           rating initially assigned or to be assigned in a Secondary Market

                                                                          Page 8

<PAGE>

           Transaction. The term "Rating Agencies" as used herein shall mean
           each of Standard & Poor's Ratings Group, a division of McGraw-Hill,
           Inc., Moody's Investors Service, Inc., and Fitch, Inc., or any other
           nationally-recognized statistical rating agency which has been
           approved by Mortgagee;

     (v)   the Transferee shall have executed and delivered to Mortgagee an
           assumption agreement in form and substance reasonably acceptable to
           Mortgagee, evidencing such Transferee's agreement to abide and be
           bound by the terms of the Note, this Mortgage and the other Loan
           Documents, together with such legal opinions and title insurance
           endorsements as may be reasonably requested by Mortgagee; and

     (vi)  Mortgagee shall have received an assumption fee equal to one percent
           (1%) of the then unpaid principal balance of the Note in addition to
           the payment of all costs and expenses incurred by Mortgagee in
           connection with such assumption (including reasonable attorneys' fees
           and costs).

                                   ARTICLE 4
                                   ---------
                            DEFAULT AND FORECLOSURE
                            -----------------------

     Section 4.1   Remedies. If an Event of Default (as defined in the Loan
Agreement) exists, Mortgagee may, at Mortgagee's election, exercise any or all
of the following rights, remedies and recourses:

     (a)   Acceleration. Declare the Indebtedness to be immediately due and
payable, without further notice, presentment, protest, notice of intent to
accelerate, notice of acceleration, demand or action of any nature whatsoever
(each of which hereby is expressly waived by Mortgagor), whereupon the same
shall become immediately due and payable.

     (b)   Entry on Mortgaged Property. Enter the Mortgaged Property and take
exclusive possession thereof and of all books, records and accounts relating
thereto. If Mortgagor remains in possession of the Mortgaged Property after an
Event of Default and without Mortgagee's prior written consent, Mortgagee may
invoke any legal remedies to dispossess Mortgagor.

     (c)   Operation of Mortgaged Property. Hold, lease, develop, manage,
operate or otherwise use the Mortgaged Property upon such terms and conditions
as Mortgagee may deem reasonable under the circumstances (making such repairs,
alterations, additions and improvements and taking other actions, from time to
time, as Mortgagee deems necessary or desirable), and apply all Rents and other
amounts collected by Mortgagee in connection therewith in accordance with the
provisions of Section 4.7.

                                                                          Page 9

<PAGE>

     (d)   Foreclosure and Sale. Institute proceedings for the complete
foreclosure of this Mortgage, in which case the Mortgaged Property may be sold
for cash or credit in one or more parcels. At any such sale by virtue of any
judicial proceedings or any other legal right, remedy or recourse, the title to
and right of possession of any such property shall pass to the purchaser
thereof, and to the fullest extent permitted by law, Mortgagor shall be
completely and irrevocably divested of all of its right, title, interest, claim
and demand whatsoever, either at law or in equity, in and to the property sold
and such sale shall be a perpetual bar both at law and in equity against
Mortgagor, and against all other persons claiming or to claim the property sold
or any part thereof, by, through or under Mortgagor. Mortgagee may be a
purchaser at such sale and if Mortgagee is the highest bidder, may credit the
portion of the purchase price that would be distributed to Mortgagee against the
Indebtedness in lieu of paying cash.

     (e)   Receiver. Make application to a court of competent jurisdiction for,
and obtain from such court as a matter of strict right and without notice to
Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment
of the Indebtedness, the appointment of a receiver of the Mortgaged Property,
and Mortgagor irrevocably consents to such appointment. Any such receiver shall
have all the usual powers and duties of receivers in similar cases, including
the full power to rent, maintain and otherwise operate the Mortgaged Property
upon such terms as may be approved by the court, and shall apply such Rents in
accordance with the provisions of Section 4.7.

     (f)   UCC. Exercise any and all rights and remedies granted to a secured
party upon default under the Uniform Commercial Code, including, without
limiting the generality of the foregoing: (i) the right to take possession of
the personal property or any part thereof, and to take such other measures as
Mortgagee may deem necessary for the care, protection and preservation of the
personal property, and (ii) request Mortgagor at its expense to assemble the
personal property and make it available to Mortgagee at a convenient place
acceptable to Mortgagee. Any notice of sale, disposition or other intended
action by Mortgagee with respect to the personal property sent to Mortgagor in
accordance with the provisions hereof at least ten (10) days prior to such
action, shall constitute commercially reasonable notice to Mortgagor.

     (g)   Other. Exercise all other rights, remedies and recourses granted
under the Loan Documents or otherwise available at law or in equity (including
an action for specific performance of any covenant contained in the Loan
Documents, or a judgment on the Note either before, during or after any
proceeding to enforce this Mortgage).

     Section 4.2   Separate Sales. The Mortgaged Property may be sold in one or
more parcels and in such manner and order as Mortgagee in its sole discretion,
may elect; the right of sale arising out of any Event of Default shall not be
exhausted by any one or more sales.

     Section 4.3   Remedies Cumulative, Concurrent and Nonexclusive. Mortgagee
shall have all rights, remedies and recourses granted in the Loan Documents and

                                                                         Page 10

<PAGE>

available at law or equity (including the UCC), which rights (a) shall be
cumulative and concurrent, (b) may be pursued separately, successively or
concurrently against Mortgagor or others obligated under the Note and the other
Loan Documents, or against the Mortgaged Property, or against any one or more of
them, at the sole discretion of Mortgagee, (c) may be exercised as often as
occasion therefor shall arise, and the exercise or failure to exercise any of
them shall not be construed as a waiver or release thereof or of any other
right, remedy or recourse, and (d) are intended to be, and shall be,
nonexclusive. No action by Mortgagee in the enforcement of any rights, remedies
or recourses under the Loan Documents or otherwise at law or equity shall be
deemed to cure any Event of Default.

     Section 4.4   Release of and Resort to Collateral. Mortgagee may release,
regardless of consideration and without the necessity for any notice to a
consent by the holder of any subordinate lien on the Mortgaged Property, any
part of the Mortgaged Property without, as to the remainder, in any way
impairing, affecting, subordinating or releasing the lien or security interests
created in or evidenced by the Loan Documents or their stature as a first and
prior lien and security interest in and to the Mortgaged Property. For payment
of the Indebtedness, Mortgagee may resort to any other security in such order
and manner as Mortgagee may elect.

     Section 4.5   Waiver of Redemption, Notice and Marshalling of Assets. To
the fullest extent permitted by law, Mortgagor hereby irrevocably and
unconditionally waives and releases (a) all benefit that might accrue to
Mortgagor by virtue of any present or future statute of limitations or law or
judicial decision exempting the Mortgaged Property from attachment, levy or sale
on execution or providing for any appraisement, valuation, stay of execution,
exemption from civil process, redemption or extension of time for payment, (b)
all notices of any Event of Default or of Mortgagee's election to exercise or
its actual exercise of any right, remedy or recourse provided for under the Loan
Documents, and (c) any right to a marshalling of assets or a sale in inverse
order of alienation.

     Section 4.6   Discontinuance of Proceedings. If Mortgagee shall have
proceeded to invoke any right, remedy or recourse permitted under the Loan
Documents and shall thereafter elect to discontinue or abandon it for any
reason, Mortgagee shall have the unqualified right to do so and, in such an
event, Mortgagor and Mortgagee shall be restored to their former positions with
respect to the Indebtedness, the Obligations, the Loan Documents, the Mortgaged
Property and otherwise, and the rights, remedies, recourses and powers of
Mortgagee shall continue as if the right, remedy or recourse had never been
invoked, but no such discontinuance or abandonment shall waive any Event of
Default which may then exist or the right of Mortgagee thereafter to exercise
any right, remedy or recourse under the Loan Documents for such Event of
Default.

     Section 4.7   Application of Proceeds. The proceeds of any sale of, and the
Rents and other amounts generated by the holding, leasing, management, operation
or other use of the Mortgaged Property, shall be applied by Mortgagee (or the
receiver, if one is appointed) in the following order unless otherwise required
by applicable law:








                                                                         Page 11
<PAGE>

     (a)   to the payment of the reasonable costs and expenses of taking
possession of the Mortgaged Property and of holding, using, leasing, repairing,
improving and selling the same, including, without limitation (i) receiver's
fees and expenses, (ii) court costs, (iii) reasonable attorneys' and
accountants' fees and expenses, (iv) costs of advertisement, (v) insurance
premiums and (vi) the payment of all ground rent, real estate taxes and
assessments, except any taxes, assessments or other charges subject to which the
Mortgaged Property shall have been sold;

     (b)   to the payment of all amounts (including interest), other than the
unpaid principal balance of the Note and accrued but unpaid interest, which may
be due to Mortgagee under the Loan Documents;

     (c)   to the payment of the Indebtedness and performance of the Obligations
in such manner and order of preference as Mortgagee in its sole discretion may
determine; and

     (d)   the balance, if any, to the payment of the persons legally entitled
thereto.

     Section 4.8   Occupancy After Foreclosure. The purchaser at any foreclosure
sale pursuant to Section 4.1(d) shall become the legal owner of the Mortgaged
Property. All occupants of the Mortgaged Property shall, at the option of such
purchaser, become tenants of the purchaser at the foreclosure sale and shall
deliver possession thereof immediately to the purchaser upon demand. It shall
not be necessary for the purchaser at said sale to bring any action for
possession of the Mortgaged Property other than the statutory action of forcible
detainer in any justice court having jurisdiction over the Mortgaged Property.

     Section 4.9   Additional Advances and Disbursements; Costs of Enforcement.

     (a)   If any Event of Default exists, Mortgagee shall have the right, but
not the obligation, to cure such Event of Default in the name and on behalf of
Mortgagor. All sums advanced and expenses incurred at any time by Mortgagee
under this Section 4.9, or otherwise under this Mortgage or any of the other
Loan Documents or applicable law, shall bear interest from the date that such
sum is advanced or expense incurred, to and including the date of reimbursement,
computed at the Default Rate (as defined in the Loan Agreement), and all such
sums, together with interest thereon, shall be secured by this Mortgage.

     (b)   Mortgagor shall pay all expenses (including reasonable attorneys'
fees and expenses) of or incidental to the perfection and enforcement of this
Mortgage and the other Loan Documents, or the enforcement, compromise or
settlement of the Indebtedness or any claim under this Mortgage and the other
Loan Documents, and for the curing thereof, or for defending or asserting the
rights and claims of Mortgagee in respect thereof, by litigation or otherwise.

                                                                         Page 12

<PAGE>

     Section 4.10   No Mortgagee in Possession. Neither the enforcement of any
of the remedies under this Article 4, the assignment of the Rents and Leases
under Article 5, the security interests under Article 6, nor any other remedies
afforded to Mortgagee under the Loan Documents, at law or in equity shall cause
Mortgagee to be deemed or construed to be a mortgagee in possession of the
Mortgaged Property, to obligate Mortgagee to lease the Mortgaged Property or
attempt to do so, or to take any action, incur any expense, or perform or
discharge any obligation, duty or liability whatsoever under any of the Leases
or otherwise.

     Section 4.11   Actions and Proceedings. Mortgagee has the right to appear
in and defend any action or proceeding brought with respect to the Mortgaged
Property and to bring any action or proceeding, in the name and on behalf of
Mortgagor, which Mortgagee, in its discretion, decides should be brought to
protect its interest in the Mortgaged Property.

                                   ARTICLE 5
                                   ---------
                         ASSIGNMENT OF LEASES AND RENTS
                         ------------------------------

     Section 5.1   Assignment. Mortgagor acknowledges and confirms that it has
executed and delivered to Mortgagee an Assignment of Leases and Rents of even
date (the "Assignment of Leases and Rents"), intending that such instrument
create a present, absolute assignment to Mortgagee of the Leases and Rents and
not an assignment as security for the performance of the obligations under the
Loan Documents, or payment of the Indebtedness. Without limiting the intended
benefits or the remedies provided under the Assignment of Leases and Rents,
Mortgagor hereby assigns to Mortgagee, as further security for the Indebtedness
and the Obligations, the Leases and Rents. While any Event of Default exists,
Mortgagee shall be entitled to exercise any or all of the remedies provided in
the Assignment of Leases and Rents and in Article 4 hereof, including, without
limitation, the right to have a receiver appointed. If any conflict or
inconsistency exists between the assignment of the Rents and the Leases in this
Mortgage and the absolute assignment of the Rents and the Leases in the
Assignment of Leases and Rents, the terms of the Assignment of Leases and Rents
shall control.

     Section 5.2   No Merger of Estates. So long as any part of the Indebtedness
and the Obligations secured hereby remain unpaid and undischarged, the fee and
leasehold estates to the Mortgaged Property shall not merge, but shall remain
separate and distinct, notwithstanding the union of such estates either in
Mortgagor, Mortgagee, any lessee or any third party by purchase or otherwise.

                                   ARTICLE 6
                                   ---------
                               SECURITY AGREEMENT
                               ------------------

     Section 6.1   Security Interest. This Mortgage constitutes a "Security
Agreement" on personal property within the meaning of the UCC and other
applicable law and with respect to the Personalty, Fixtures, Plans, Leases,
Rents and Property Agreements. To this end, Mortgagor grants to Mortgagee, a
first and prior security interest in the Personalty, Fixtures, Plans, Leases,

                                                                         Page 13

<PAGE>

Rents and Property Agreements and all other Mortgaged Property which is personal
property to secure the payment of the Indebtedness and performance of the
Obligations, and agrees that Mortgagee shall have all the rights and remedies of
a secured party under the UCC with respect to such property. Any notice of sale,
disposition or other intended action by Mortgagee with respect to the
Personalty, Fixtures, Plans, Leases, Rents and Property Agreements sent to
Mortgagor at least ten (10) days prior to any action under the UCC shall
constitute reasonable notice to Mortgagor.

     Section 6.2   Financing Statements. Mortgagor shall execute and deliver to
Mortgagee, in form and substance satisfactory to Mortgagee, such financing
statements and such further assurances as Mortgagee may, from time to time,
reasonably consider necessary to create, perfect and preserve Mortgagee's
security interest hereunder and Mortgagee may cause such statements and
assurances to be recorded and filed, at such times and places as may be required
or permitted by law to so create, perfect and preserve such security interest.
Mortgagor's state of organization is the State of Delaware and its chief
executive office is in the State of New York at the address set forth in the
first paragraph of this Mortgage.

     Section 6.3   Fixture Filing. This Mortgage shall also constitute a
"fixture filing" for the purposes of the UCC against all of the Mortgaged
Property which is or is to become fixtures and shall be filed for recording in
the applicable land records. Information concerning the security interest herein
granted may be obtained at the addresses of Debtor (Mortgagor) and Secured Party
(Mortgagee) as set forth in the first paragraph of this Mortgage. A carbon,
photographic or other reproduction of this Mortgage or any financing statement
relating thereto shall be sufficient as a financing statement and shall be filed
and indexed in the real estate records of each county in which the Land or any
part thereof is located.

                                   ARTICLE 7
                                   ---------
                                 MISCELLANEOUS
                                 -------------

     Section 7.1   Limitation on Interest. It is the intention of the parties
hereto to conform strictly to applicable usury laws. Accordingly, all agreements
between Mortgagor and Mortgagee with respect to the Loan are hereby expressly
limited so that in no event, whether by reason of acceleration of maturity or
otherwise, shall the amount paid or agreed to be paid to Mortgagee or charged by
Mortgagee for the use, forbearance or detention of the money to be lent
hereunder or otherwise, exceed the maximum amount allowed by law. If the Loan
would be usurious under applicable law (including the laws of the state where
the Mortgaged Property is located and the laws of the United States of America),
then, notwithstanding anything to the contrary in the Loan Documents: (a) the
aggregate of all consideration which constitutes interest under applicable law
that is contracted for, taken, reserved, charged or received under the Loan
Documents shall under no circumstances exceed the maximum amount of interest
allowed by applicable law, and any excess shall be credited on the Indebtedness;
and (b) if maturity is accelerated by reason of an election by Mortgagee, or in
the event of any prepayment, then any consideration which constitutes interest
may never include more than the maximum amount allowed by applicable law. In

                                                                         Page 14

<PAGE>

such case, excess interest, if any, provided for in the Loan Documents or
otherwise, to the extent permitted by applicable law, shall be amortized,
prorated, allocated and spread from the date of advance until payment in full so
that the actual rate of interest is uniform through the term hereof. If such
amortization, proration, allocation and spreading is not permitted under
applicable law, then such excess interest shall be canceled automatically as of
the date of such acceleration or prepayment and, if theretofore paid, shall be
credited on the Indebtedness. The Loan Documents are contracts made under and
shall be construed in accordance with and governed by the laws of the State,
except that if at any time the laws of the United States of America permit
Mortgagee to contract for, take, reserve, charge or receive a higher rate of
interest than is allowed by the laws of the State (whether such federal laws
directly so provide or refer to the law of any state), then such federal laws
shall to such extent govern as to the rate of interest which Mortgagee may
contract for, take, reserve, charge or receive under the Loan Documents.

     Section 7.2   Notices. Any notice required or permitted to be given under
this Mortgage shall be (a) in writing, (b) sent in the manner set forth in the
Loan Agreement, and (c) effective in accordance with the terms of the Loan
Agreement.

     Section 7.3   Covenants Running with the Land. All Obligations contained in
this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be
construed as, covenants running with the Mortgaged Property. As used herein,
"Mortgagor" shall refer to the party named in the first paragraph of this
Mortgage and to any subsequent owner of all or any portion of the Mortgaged
Property (without in any way implying that Mortgagee has or will consent to any
such conveyance or transfer of the Mortgaged Property). All persons or entities
who may have or acquire an interest in the Mortgaged Property shall be deemed to
have notice of, and be bound by, the terms of the Loan Agreement and the other
Loan Documents; however, no such party shall be entitled to any rights
thereunder without the prior written consent of Mortgagee.

     Section 7.4   Attorney-in-Fact. Mortgagor hereby irrevocably appoints
Mortgagee and its successors and assigns, as its attorney-in-fact, which agency
is coupled with an interest, (a) to execute and/or record any notices of
completion, cessation of labor or any other notices that Mortgagee deems
appropriate to protect Mortgagee's interest, if Mortgagor shall fail to do so
within ten (10) days after written request by Mortgagee, (b) upon the issuance
of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed
in lieu of foreclosure, to execute all instruments of assignment, conveyance or
further assurance with respect to the Leases, Rents, Personalty, Fixtures, Plans
and Property Agreements in favor of the grantee of any such deed and as may be
necessary or desirable for such purpose, (c) to prepare, execute and file or
record financing statements, continuation statements, applications for
registration and like papers necessary to create, perfect or preserve
Mortgagee's security interests and rights in or to any of the collateral, and
(d) while any Event of Default exists, to perform any obligation of Mortgagor
hereunder; however: (i) Mortgagee shall not under any circumstances be obligated
to perform any obligation of Mortgagor; (ii) any sums advanced by Mortgagee in
such performance shall be added to and included in the Indebtedness and shall
bear interest at the Default Rate; (iii) Mortgagee as such attorney-in-fact
shall only be accountable for such funds as are actually received by Mortgagee;
and (iv) Mortgagee shall not be liable to Mortgagor or any other person or
entity for any failure to take any action which it is empowered to take under
this Section.

                                                                         Page 15

<PAGE>

     Section 7.5   Successors and Assigns. This Mortgage shall be binding upon
and inure to the benefit of Mortgagee and Mortgagor and their respective
successors and assigns. Mortgagor shall not, without the prior written consent
of Mortgagee, assign any rights, duties or obligations hereunder.

     Section 7.6   No Waiver. Any failure by Mortgagee to insist upon strict
performance of any of the terms, provisions or conditions of the Loan Documents
shall not be deemed to be a waiver of same, and Mortgagee shall have the right
at any time to insist upon strict performance of all of such terms, provisions
and conditions.

     Section 7.7   Subrogation. To the extent proceeds of the Note have been
used to extinguish, extend or renew any indebtedness against the Mortgaged
Property, then Mortgagee shall be subrogated to all of the rights, liens and
interests existing against the Mortgaged Property and held by the holder of such
indebtedness and such former rights, liens and interests, if any, are not
waived, but are continued in full force and effect in favor of Mortgagee.

     Section 7.8   Loan Agreement. If any conflict or inconsistency exists
between this Mortgage and the Loan Agreement, the Loan Agreement shall govern.

     Section 7.9   Release. Upon payment in full of the Indebtedness and
performance in full of the Obligations, Mortgagee, at Mortgagor's expense, shall
release the liens and security interests created by this Mortgage pursuant to
forms of release or satisfaction as shall be sufficient to record in the public
records in order to release all such liens of record.

     Section 7.10   Waiver of Stay, Moratorium and Similar Rights. Mortgagor
agrees, to the full extent that it may lawfully do so, that it will not at any
time insist upon or plead or in any way take advantage of any appraisement,
valuation, stay, marshalling of assets, extension, redemption or moratorium law
now or hereafter in force and effect so as to prevent or hinder the enforcement
of the provisions of this Mortgage or the indebtedness secured hereby, or any
agreement between Mortgagor and Mortgagee or any rights or remedies of
Mortgagee.

     Section 7.11   Limitation on Liability. Notwithstanding anything to the
contrary set forth in this Mortgage, Mortgagor's liability under this Mortgage
is subject to the limitation on liability provisions of Article 12 of the Loan
Agreement.

     Section 7.12   Obligations of Mortgagor, Joint and Several. If more than
one person or entity has executed this Mortgage as "Mortgagor," the obligations
of all such persons or entities hereunder shall be joint and several.

     Section 7.13   Governing Law. This Mortgage shall be governed by the laws
of the State and the applicable laws of the United States of America.

     Section 7.14   Headings. The Article, Section and Subsection titles hereof
are inserted for convenience of reference only and shall in no way alter, modify
or define, or be used in construing, the text of such Articles, Sections or
Subsections.

                                                                         Page 16

<PAGE>

     Section 7.15   Entire Agreement. This Mortgage and the other Loan Documents
embody the entire agreement and understanding between Mortgagee and Mortgagor
and supersede all prior agreements and understandings between such parties
relating to the subject matter hereof and thereof. Accordingly, the Loan
Documents may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties.

     Section 7.16   Counterparts. This Mortgage may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall
constitute one document.

                                   ARTICLE 8
                                   ---------
                            SPECIAL STATE PROVISIONS
                            ------------------------

     Section 8.1   Future Advances. This Mortgage is an Open-End Mortgage as
defined in 42 Pa.C.S.A. ss.8143(f). Without the limiting of any other provisions
of this Mortgage, Mortgagee may make future advances, and this Mortgage shall
secure repayment of such advances and the interest thereon, for the payment of
taxes, assessments, maintenance charges, insurance premiums, or costs similar or
dissimilar, incurred for the protection and preservation of the Mortgaged
Property or for the lien of this Mortgage, expenses incurred by Mortgagee by
reason of default by Mortgagor, or advances made under a construction loan to
enable the completion of the improvements for which the construction loan was
originally made.

     Section 8.2   Miscellaneous Pennsylvania Provisions. This Mortgage is
intended to be a purchase money mortgage as defined in 42 Pa.C.S.A. ss.8141 and
shall be entitled to all the benefits as such under the lien priority provisions
of 42 Pa. C.S.A. ss.8141, as amended.

     Section 8.3   Advance Money Mortgage. If Mortgagor sends a written notice
to Mortgagee, including a notice under 42 Pa.C.S.A. ss.8143, which purports to
limit the Indebtedness secured by this Mortgage and to release the obligations
of Mortgagee to make additional advances to Mortgagor as contemplated by the
Note, such notice shall be ineffective as to any future advances made: (a) to
enable completion of improvements to the Mortgaged Property, the financing of
which, in whole or in part, this Mortgage was given to secure; (b) to pay taxes,
assessments, maintenance charges and insurance premiums; (c) for costs incurred
for the protection and preservation of the Mortgaged Property or the lien of
this Mortgage; (d) for expenses incurred by Mortgagee by reason of a default of
Mortgagor hereunder or under the Note or the other Loan Documents; and (e) for
any other costs incurred by Mortgagee to protect and preserve the Mortgaged
Property. It is the intention of the parties hereto that any such advance made
by Mortgagee after any such notice by Mortgagor shall be secured by the lien of
this Mortgage on the Mortgaged Property.

     Section 8.4   Notices to Mortgagee. Mortgagor agrees that any notice given
by Mortgagor to Mortgagee purportedly pursuant to 42 Pa. C.S.A. ss.8143 shall be

                                                                         Page 17

<PAGE>

given by registered or certified mail, return receipt requested, to the address
of the Mortgagee set forth on the signature page of this Mortgage and only to
such address, and such notice shall be deemed to have been received no earlier
than the date actually and physically received at such address.

     NOW, THEREFORE, if the Note and other Indebtedness aforesaid and any
additional notes which in accordance with the provisions hereof shall be secured
hereby, and any extensions or renewals thereof, shall be well and truly paid
according to their tenor, and if all agreements and provisions contained therein
and in all such notes and herein are fully kept and performed, then this
Mortgage shall become null and void; otherwise to remain in full force and
effect.

                                                                         Page 18

<PAGE>

         EXECUTED under seal as of the date first above written.

BORROWER:                  FAIRVIEW PLAZA ASSOCIATES, L.P,
                           a Delaware limited partnership

                           By:   CIF-FAIRVIEW PLAZA ASSOCIATES, LLC,
                                 a Delaware limited liability company,
                                 its General Partner

                                 By:   CEDAR INCOME FUND PARTNERSHIP,
                                       L.P., a Delaware limited partnership,
                                       Sole and Managing Member

                                       By:   CEDAR INCOME FUND, LTD.,
                                             a Maryland Real Estate Investment
                                             Trust, its General Partner

                                             By:_______________________________

                                                Leo S. Ullman,  President

                                                  [SEAL]

I certify that the address of the within named Mortgagee is:

c/o GEMSA Capital Services, L.P.
1500 City West Blvd., Suite 200
Houston, Texas  77042-2300

By:_______________________________

   Agent for Mortgagee

                                                                         Page 19

<PAGE>

COMMONWEALTH OF PENNSYLVANIA  )
                              ) ss:
COUNTY OF  _________________  )

     On this, the _____ day of January, 2003, before me, the subscriber, a
Notary Public in and for the Commonwealth and County aforesaid, personally
appeared LEO S. ULLMAN who acknowledged herself to be the President of CEDAR
INCOME FUND, LTD., a Maryland real estate investment trust and General Partner
of CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership and Sole
and Managing Member of CIF-FAIRVIEW PLAZA ASSOCIATES, LLC, a Delaware limited
liability company and General Partner FAIRVIEW PLAZA ASSOCIATES, L.P., a
Delaware limited partnership, of who I am satisfied is the person who signed the
within instrument and who acknowledged that she executed same as such on behalf
of said FAIRVIEW PLAZA ASSOCIATES, L.P., being authorized to do so, and that the
within instrument is the voluntary act and deed of such FAIRVIEW PLAZA
ASSOCIATES, L.P.

     WITNESS my hand and seal the day and year aforesaid.


                                          ______________________________________
                                          Notary Public

                                          My commission Expires:________________


                                                                         Page 20

<PAGE>

                                    EXHIBIT A

                                Legal Description

ALL THAT CERTAIN lot of land situate in the Township of Fairview, County of York
and Commonwealth of Pennsylvania, bounded and described according to an
ALTA/ACSM Survey by J. Michael Brill Associates, Inc., James C. Hockenberry,
PLS, Job No. 926-C dated October 25, 2002, as follows:

BEGINNING AT A POINT at lands now or formerly Susquehanna Area Regional Airport
Authority; said point being the southeastern corner of herein described parcel;
thence by said lands North 74 degrees 26 minutes 00 seconds West a distance of
618.88 feet to a point on the eastern right-of-way line of New York Road (SR
1003); thence by said right-of-way line by a curve to the left having a radius
of 1356.91 feet and an arc distance of 329.61 feet the chord of said curve being
North 17 degrees 49 minutes 40 seconds East a distance of 328.80 feet (Deed
329.46 feet) to a point at lands now or formerly Venture Quest Development Inc.;
thence by said lands South 84 degrees 49 minutes 57 seconds East a distance of
198.83 feet (Deed 198.84 feet) to a point; thence by same North 57 degrees 40
minutes 03 seconds East a distance of 347.78 feet to an iron pipe; thence by
same South 53 degrees 40 minutes 00 seconds East a distance of 214.38 feet to an
iron pin at lands nor or formerly Housing Authority of City of York; thence by
said lands South 18 degrees 00 minutes 18 seconds West a distance of 546.96 feet
to a point, the ping of BEGINNING.

CONTAINING 6.7391 Acres.

TOGETHER WITH the rights for installation, maintenance and repair of a 30 inch
storm drain pipe as set forth in Agreement dated October 2, 1990 recorded in
Deed Book 107-U, Page 977.

TOGETHER WITH AND UNDER AND SUBJECT TO rights of joint access over shared
driveway as contained in Agreement Venture Quest Development, Inc.,
____________, 2002, and recorded ________, 2002.



                                                                         Page 21




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex10-8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<PAGE>

                                                             Loan No. 76-0026287


                                 PROMISSORY NOTE

$6,080,000.00                                                 January ____, 2003


     FOR VALUE RECEIVED, FAIRVIEW PLAZA ASSOCIATES, L.P., a Delaware limited
partnership ("Borrower"), promises and agrees to pay to the order of GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Lender"), in lawful money
of the United States of America, the principal sum of SIX MILLION EIGHTY
THOUSAND AND NO/100 DOLLARS ($6,080,000.00) or so much thereof as may be
outstanding under the Loan Agreement of even date herewith between Borrower and
Lender (the "Loan Agreement"), with interest on the unpaid principal sum owing
thereunder at the rate or rates or in the amounts computed in accordance with
the Loan Agreement, together with all other amounts due Lender under the Loan
Agreement, all payable in the manner and at the time or times provided in the
Loan Agreement. Capitalized terms used herein, but not defined, shall have the
meanings assigned to them in the Loan Agreement.

     If not sooner due and payable in accordance with the Loan Agreement,
Borrower shall pay to Lender all amounts due and unpaid under the Loan Agreement
on February 1, 2013, or on any earlier Maturity Date as set forth in the Loan
Agreement. Unless otherwise specified in writing by Lender, all payments
hereunder shall be paid to Lender at c/o GEMSA Loan Services, L.P., File 59229,
Los Angeles, California 90074-9229. Lender reserves the right to require any
payment on this Note, whether such payment is a regular installment, prepayment
or final payment, to be by wired federal funds or other immediately available
funds.

     Borrower, co-makers, sureties, endorsers and guarantors, and each of them,
expressly waive demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of intent to accelerate
the maturity hereof, notice of the acceleration of the maturity hereof, bringing
of suit and diligence in taking any action to collect amounts called for
hereunder and in the handling of securities at any time existing in connection
herewith; such parties are and shall be jointly, severally, directly and
primarily liable for the payment of all sums owing and to be owing hereon,
regardless of and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder or in connection
with any right, lien, interest or property at any and all times had or existing
as security for any amount called for hereunder.

     This Note evidences all advances made, interest due and all amounts
otherwise owed to Lender under the Loan Agreement. This Note is executed in
conjunction with the Loan Agreement and is secured by the liens and security
interests created under the Loan Documents (including those arising under the
Mortgage). Reference is made to the Loan Agreement for provisions relating to
repayment of the indebtedness evidenced by this Note, including mandatory
repayment, acceleration following default, late charges, default rate of
interest, limitations on interest, and restrictions on prepayment.

                                                                          Page 1

<PAGE>

     Borrower's liability hereunder is subject to the limitation on liability
provisions of Article 12 of the Loan Agreement. This Note has been executed and
delivered in and shall be construed in accordance with and governed by the laws
of the Commonwealth of Pennsylvania and of the United States of America.

     EXECUTED under seal as of the date first written above.

BORROWER:                   FAIRVIEW PLAZA ASSOCIATES, L.P,
                            a Delaware limited partnership

                            By:   CIF-FAIRVIEW PLAZA ASSOCIATES, LLC,
                                  a Delaware limited liability company,
                                  its General Partner

                                  By:   CEDAR INCOME FUND PARTNERSHIP,
                                        L.P., a Delaware limited partnership,
                                        Sole and Managing Member

                                        By:   CEDAR INCOME FUND, LTD.,
                                              a Maryland Real Estate Investment
                                              Trust, its General Partner



                                              By:____________________________
                                                 Leo S. Ullman,  President

                                                    [SEAL]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>ex10-9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
<PAGE>

                                  BILL OF SALE

         This Bill of Sale is made and executed this _____ day of January ,
2003, by DOUBLE M DEVELOPMENT, a Pennsylvania general partnership, having its
principal place of business at 434 North Front Street, Wormleysburg, Cumberland
County, Pennsylvania ("Seller"), to FAIRVIEW PLAZA ASSOCIATES, L.P., a Delaware
limited partnership, having offices at c/o Cedar Bay Realty Advisors, Inc., 44
South Bayles Avenue, Port Washington, New York 11050 ("Buyer").

                                    Recitals:

         A. Seller has agreed to convey to Buyer all of Seller's interest in and
to that certain tract of land more particularly described on Exhibit "A",
attached hereto and made a part hereof, and being commonly known as Fairview
Plaza Shopping Center, Fairview Township, York County, Pennsylvania (the
"Property").

         B. Seller desires to assign, transfer, and convey to Buyer, subject to
the terms and conditions of this Agreement, all fixtures, equipment, apparatus,
machinery, appliances, furnishings, books and records (including computer-stored
data, programs, etc.) and other tangible personal property, wherever located,
owned by Seller and used in connection with Seller's operation and all leasehold
improvements located thereon, but excluding, however, any and all personal
property owned or leased by tenants of the Property (other than personal
property leased by tenants from Seller) and any leasehold improvements that any
such tenant may, pursuant to the terms of its lease, have the right to remove
from its demised premises (all such property not so expressly excluded being
hereinafter collectively referred to as the "Personal Property").

         NOW, THEREFORE, in consideration of the receipt of Ten and 00/100
($10.00) Dollars and other good and valuable consideration in hand paid by Buyer
to Seller, the receipt and sufficiency of which are hereby acknowledged by
Seller, Seller does hereby grant, bargain, sell, assign, transfer, set over,
convey and deliver to Buyer, its legal representatives, its successors, and its
assigns, effective as of the date set forth hereinabove, all of Seller's right,
title, and interest in and to the Personal Property.

         And for the same consideration, Seller hereby covenants with Buyer, its
legal representatives, its successors, and its assigns that the Personal
Property is free of all encumbrances and that Seller does warrant and will
forever defend the same to Buyer, its legal representatives, its successors, and
its assigns against the lawful claims and demands of all persons whatsoever.


<PAGE>






         IN WITNESS WHEREOF, Seller, by its duly authorized officer, has
executed this Bill of Sale.


WITNESS:                                  DOUBLE M DEVELOPMENT

By:_____________________________          By:__________________________________
                                                   Mark G. Caldwell, Partner

By:_____________________________          By:__________________________________
                                                   Martin L. Grass, Partner


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>ex10-10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>
<PAGE>

                                                             Loan No. 76-0026287


                        LOANS TO ONE BORROWER CERTIFICATE

                      (For corporations and other entities)

General Electric Capital Corporation ("Lender")
c/o GEMSA Loan Services, L.P.
1500 City West Blvd., Suite 200
Houston, Texas 77042-2300

     Re:  $6,080,000.00 Loan (herein so called) from Lender to FAIRVIEW PLAZA
          ASSOCIATES, L.P., a Delaware limited partnership ("Borrower"); certain
          liabilities of the Borrower to be guaranteed by CEDAR INCOME FUND,
          LTD., a Maryland real estate investment trust (whether one or more
          herein called "Joinder Party")


     The undersigned is the applicant for and will become the obligor on the
Loan and hereby certifies to Lender that except for the Loan:

          (i)    Borrower and Joinder Party (herein individually referred to as
                 "Obligor"),

          (ii)   nominees of Obligor,

          (iii)  persons, trusts, partnerships, syndicates, limited liability
                 companies and corporations of which Obligor is a nominee, a
                 beneficiary, a member, a general partner, a limited partner
                 owning an interest of ten percent or more (based on the value
                 of Obligor's contribution), or a record or beneficial
                 stockholder owning ten percent or more of the capital stock,

          (iv)   trusts, partnerships, syndicates, limited liability companies
                 and corporations of which any beneficiary, member, general
                 partner, limited partner owning an interest of ten percent or
                 more, or record or beneficial stockholder owning ten percent or
                 more of the capital stock thereof, is also a beneficiary,
                 member, general partner, limited partner owning an interest of
                 ten percent or more, or record or beneficial stockholder owning
                 ten percent or more of the capital stock of Obligor, or

          (v)    any person that, directly or indirectly, owns or controls, or
                 is owned or controlled by, (A) Obligor, (B) a nominee of
                 Obligor, (C) a general partner of limited partner owning an


                                                                          Page 1

<PAGE>
                 interest of ten percent or more of any partnership that is an
                 Obligor, (D) a beneficiary of a trust that is an Obligor, or
                 (E) a member of a syndicate that is an Obligor; do not owe you
                 or any affiliate any balances on outstanding loans except as
                 follows:

          Please check as applicable

          [X]   None

          [ ]   See Schedule I attached hereto and fully incorporated herein by
                    reference for all purposes.

     Executed under seal this the ______ day of January, 2003.



BORROWER:              FAIRVIEW PLAZA ASSOCIATES, L.P,
                       a Delaware limited partnership

                       By:   CIF-FAIRVIEW PLAZA ASSOCIATES, LLC,
                             a Delaware limited liability company,
                             its General Partner

                             By:   CEDAR INCOME FUND PARTNERSHIP,
                                   L.P., a Delaware limited partnership,
                                   Sole and Managing Member

                                   By:   CEDAR INCOME FUND, LTD.,
                                         a Maryland Real Estate Investment
                                         Trust, its General Partner

                                         By:____________________________________
                                             Leo S. Ullman,  President

                                               [SEAL]

JOINDER PARTIES:       CEDAR INCOME FUND, LTD.,
                       a Maryland real estate investment trust


                       By:______________________________________
                            Leo S. Ullman, President

                                             [SEAL]

                                                                          Page 2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>ex10-11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>
<PAGE>

                      AGREEMENT FOR THE SALE OF REAL ESTATE
                      -------------------------------------

         This AGREEMENT FOR THE SALE OF REAL ESTATE, hereinafter, "Agreement",
is made this ______ day of August, 2002, by and between CEDAR INCOME FUND
PARTNERSHIP, L.P., a limited partnership organized and existing under the laws
of the State of Delaware having a principal place of business located at 44
South Bayles Avenue, Port Washington, New York, 11050, hereinafter referred to
as "Buyer", and CALDWELL DEVELOPMENT, INC., a Pennsylvania corporation, having a
principal place of business located at 434 North Front Street, Wormleysburg,
Cumberland County, Pennsylvania 17043, hereinafter referred to as "Seller".

                              W I T N E S S E T H:

         WHEREAS, Seller owns a tract of land upon which it has erected a Giant
supermarket- anchored shopping center of approximately 11.99 acres, more or
less, located in Howe Township, Perry County, Pennsylvania, having an address of
Newport Plaza, Route 34 & US 322, Newport, Pennsylvania, and bearing Perry
County Tax Assessment Parcel No. 080 047.00-044.001; 080 047.00-044.042 (1st
Bank of Newport); and 080,047.00-044.044 (McDonald's); and

         WHEREAS, Buyer, subject to the requisites, conditions and terms as set
forth in this Agreement, desires to purchase said real estate and the parties do
wish, therefore, to set forth the actual terms of purchase as hereinafter
provided.

         NOW, THEREFORE, Buyer and Seller, each intending to be legally bound
hereby, do covenant and agree as follows:

         1.       PROPERTY.

         Seller agrees to sell, and Buyer agrees to buy, all of the following
(collectively, the "Property"):

          a. A certain tract of land upon which Seller has erected a Giant
supermarket-anchored shopping center of approximately 11.99 acres, more or less,
located in Howe Township, Perry County, Pennsylvania, and bearing Perry County
Tax Assessment Parcel No. 080 047.00-044.001; 080 047.00-044.042 (1st Bank of
Newport); and 080,047.00-044.044 (McDonald's), (hereinafter, the "Premises").
The Premises does include any buildings, improvements, privileges, rights,
including development rights and governmental approvals, easements and
appurtenances thereunto belonging and all of Seller's right, title and interest,
if any, in and to the land lying within any street, alley, roadway or property
adjoining the Premises;



<PAGE>





         b. The Seller's interest in the leases, and the rents due thereon
(together with all security deposits, and Seller's rights, to the extent
assignable to, to all guaranties securing the performance of the tenants'
obligations thereunder), being all leases of all or any portion of the Premises,
including the leases as listed on Exhibit "A" hereto and leases which may be
made by Seller after the date of this Agreement and prior to closing as
permitted by this Agreement, (the "Leases");

         c. The tangible personal property, being all equipment, machinery,
furniture, furnishings, supplies and other tangible personal property owned by
Seller, and Seller's interest in any such property leased by Seller, now or
hereafter located in and used in connection with the operation, ownership or
management of the Premises, ("Tangible Personal Property");

         d. The intangible personal property, being all intangible personal
property related to the Premises and the improvements, including, without
limitation: all trade names and trade marks associated with the Premises and the
improvements, including Seller's rights and interests in the name of the
Premises; the plans and specifications and other architectural and engineering
drawings for the improvements; warranties; contract rights related to the
construction, operation, ownership or management of the Premises (but only to
the extent Seller's obligations hereunder are expressly assumed by Buyer
pursuant to this Agreement); governmental permits, approvals and licenses (to
the extent assignable); and all records relating to the Premises, ("Intangible
Personal Property");

         e. If Closing occurs, all of Seller's right, title and interest in and
to any unpaid award for the taking by eminent domain or condemnation of all or
any portion of the Premises.

         2. PURCHASE PRICE.. The purchase price for the Premises shall be Four
Million Eight Hundred Thousand and 00/100 ($4,800,000.00) Dollars, subject to
prorations and adjustments as provided in this Agreement. The purchase price
shall be paid as follows:







<PAGE>




            a) the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars to be
placed in escrow upon execution of this Agreement, of which Five Thousand and
00/100 ($5,000.00) Dollars shall be non-refundable, as hereinafter provided, but
all sums (such amount, together with interest accruing thereon, the "First
Deposit") to be credited to the purchase price; and

            b) the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars (such
amount, together with interest accruing thereon, the "Second Deposit") (the
"First Deposit" and the "Second Deposit", collectively, the "Deposit") to be
placed in escrow upon completion of the due diligence period, as hereinafter
defined, to be credited to the purchase price; and

            c) the balance to be paid at Closing as hereinafter provided. All
sums shall be held in escrow by Buyer's title insurance company, New York Land
Services, Ltd., as agent for Title Insurance Company, in an interest-bearing
account with all interest accruing to the benefit of Buyer. The title insurance
company shall act as the escrow agent (the, "Escrow Agent") and shall disburse
the sums held at Closing or upon written direction of Buyer and Seller, or as
otherwise provided under this Agreement. In the event of any dispute between
Buyer and Seller, the Escrow Agent shall deposit the sums with the Court of
Common Pleas of Cumberland County or to any impartial party or trustee as agreed
between Buyer and Seller to hold said sums in accordance until further direction
of Buyer and Seller or final Court order.

         3. TITLE. Title to the Premises shall be good and marketable, fee
simple title, free and clear of all liens, claims of adverse possession or
prescriptive rights, easements, covenants, restrictions and other encumbrances
which directly adversely impact upon the present use of the Premises
("Encumbrances") whatsoever, as shall be insurable as such at regular rates by
title companies licensed to do business in the Commonwealth of Pennsylvania.
Buyer shall have the sole but reasonable discretion to determine whether the
title is acceptable to Buyer for the use set forth herein and such determination
is an absolute condition precedent to Buyer's obligations hereunder, provided
that Buyer informs Seller of any unacceptable title conditions ("Buyer's
Objections") prior to the end of the due diligence period, exclusive of title
conditions which arise subsequent to the due diligence period but prior to
Settlement. Buyer shall perform its initial title examination within the due
diligence period and at that time give a preliminary written notice to the
Seller concerning the acceptability of title. A final title examination will be
done prior to transfer of title. In the event, however, Buyer would determine
that title is not acceptable, Buyer shall timely provide Seller written notice
of any defects, deficiency, clouds in said title, and Seller shall, within ten







<PAGE>



(10) days after receipt of Buyer's Title Objections, give written notice to
Buyer ("Seller's Notice") stating whether Seller will cure all Buyer's
Objections on or prior to the Closing, or which of such objections Seller will
refuse to cure. If Seller's Notice indicates that Seller refuses to cure any
Buyer's Objection, then Buyer shall have the option to take title with the
objectionable condition "as- is" or terminate this Agreement on written notice
to Seller given within ten (10) days of receipt of Seller's Notice, in which
event Escrow Agent shall refund the Deposit to Buyer, whereupon neither party
shall have any further duty or obligation to the other. Seller shall at Closing,
convey marketable title free and clear of all Buyer's Objections which Seller
agreed in Seller's Notice Seller would cure. In addition, and notwithstanding
anything to the contrary set forth in this Agreement, Seller shall cure at or
prior to Closing any Encumbrance which can be removed at time of Closing by
payment of liquidated amount or by posting a bond, as well as any Encumbrance
arising after the date of Buyer's delivery of Buyer's Objections and prior to
the Closing Date, except for any of the foregoing arising from the acts or
omissions of Buyer, its agents, contractors or employees. Seller shall not be
obligated to cure non-liquidated Encumbrances (e.g., easements, covenants and
restrictions) of record as of the date of Buyer's Objection and which Seller
advises Buyer in Seller's Notice that Seller does not wish to cure. Seller shall
have a period not to exceed forty-five (45) days to cure any Buyer's Objection
to Buyer's reasonable satisfaction, which may require an a appropriate extension
of the Closing Date.

         4. PROPERTY INFORMATION AND DOCUMENTATION. To the extent such items are
in Seller's possession or control, Seller shall provide to Buyer the following
(the, "Property Information"), to the extent not previously provided to Buyer,
and to the extent applicable and/or in existence, within seven (7) business days
after the date of this Agreement:

            a) Rent Roll - Seller has previously furnished to Cassidy & Pinkard,
who has in turn furnished to Buyer, a rent roll for the Property, a true and
correct copy of which is marked Exhibit "A", incorporated herein by reference
thereto and made a part hereof. However, Seller will, in addition, provide a
current delinquency report upon seven (7) business days after the date of this
Agreement. Not more than four (4) days before date of Closing (the, "Closing
Date'), Seller shall deliver to Buyer an updated Rent Roll certified by Seller
as true and accurate as of the date delivered bearing no material variations
from the Rent Roll attached hereto as Exhibit "A";











<PAGE>




            b) Operating Statements. Operating statements of the Premises in the
form utilized by Seller for the thirty-six (36) months preceding this Agreement
("Operating Statements");

            c) Tax Statements. Copies or a summary of ad valorem tax statements
relating to the Premises for the current year or other current tax period (if
available) and the twenty-four (24) months preceding this Agreement;

            d) Leases. Copies of all Leases (including all amendments and
guarantees) and a list ("Commission Schedule") of commission agreements related
to the Leases or the Premises;

            e) Service Contracts. A list together with copies of all management,
service, supply, equipment rental, and other contracts related to the operation
of the Premises ("Service Contracts");

            f) Maintenance Records. All available maintenance work orders for
the twelve (12) months preceding this Agreement;

            g) List of Capital Improvements. A list of all capital improvements
known to Seller and performed on the Premises within the twenty-four (24) months
preceding this Agreement;

            h) Other Reports. Any other report, document, study, material or
information (including, without limitation, environmental and soils reports) in
Seller's possession or control related to the Premises;

            i) Plans and Specifications. All construction plans and
specifications in Seller's possession relating to the original development of
the Premises and any major capital repairs or tenant improvements; and

            j) Existing Title and Survey Documents. Copy of Seller's existing
title insurance policy and any existing surveys of the Premises, to include the
approved Land Development Plan; and

            k) Utility Bills. Copies of utility bills for a period of the twelve
(12) previous months preceding this Agreement;

            l) Tenant Billings. Copies of all tenant billings for CAM, taxes and
insurance for the preceding 24 months and the amounts paid by tenants therefor.







<PAGE>




         Upon delivery of the last item of Property Information, Seller shall
promptly deliver to Buyer a written notice (the, "Property Information Notice")
certifying that all such deliveries have been completed together with an
itemization of the matters delivered or made available to Buyer. The term
"Commencement Date" shall mean the date upon which the Property Information
Notice is received by Buyer or, if the Seller does not send a Property
Information Notice, then the date the Buyer reasonably determines that it has
received all of the Property Information. Notwithstanding the foregoing, under
no circumstances shall the Commencement Date be earlier than the date of this
Agreement. Seller shall have an ongoing obligation during the pendency of this
Agreement to provide Buyer with any document described above and coming into
Seller's possession or produced by Seller after the initial delivery of the
Property Information. If Buyer does not purchase the Premises, all materials
provided to Buyer, in accord with this Paragraph 4, or otherwise, shall be
promptly returned to Seller.

         5. DUE DILIGENCE. Buyer shall have, through the last day of the due
diligence period, which shall be thirty (30) days from the Commencement Date, or
five (5) days from the date Buyer receives an appraisal of the Premises and
Phase I environmental report, whichever is later (but in no event later than
forty-five (45) days from the Commencement Date), in which to examine, inspect
and investigate the Premises and, in Buyer's sole and absolute judgment and
discretion, to determine whether the Premises is acceptable to Buyer and to
obtain all necessary internal approvals, (the "Due Diligence Period"). In the
event the Buyer determines in its reasonable discretion that a Phase II
environmental report is necessary to permit Buyer to complete Buyer's due
diligence, the Due Diligence Period shall be extended for a reasonable period of
time, not to exceed thirty (30) days, from the date the Buyer receives the Phase
I environmental report. If Buyer, by written notice to Seller, waives its right
to terminate this Agreement pursuant to this Paragraph prior to the last day of
the Due Diligence Period, then the Due Diligence Period shall be deemed to have
ended on the date such notice is received by Seller. Notwithstanding anything to
the contrary in this Agreement, Buyer may terminate this Agreement by giving
notice of termination to Seller (the, "Due Diligence Termination Notice") on or
before the last day of the Due Diligence Period. If Buyer does not give the Due
Diligence Termination Notice, this Agreement shall continue in full force and
effect. If this Agreement terminates pursuant to this Paragraph, the First
Deposit, other than the $5,000.00 identified as non-refundable, shall be
refunded to Buyer immediately, and all further rights and obligations of the
parties under this Agreement shall terminate. If this Agreement is not
terminated pursuant to this Paragraph, Buyer shall have the obligation to
immediately place in escrow the Second Deposit and the Deposit (i.e, First
Deposit and Second Deposit) which shall then be deemed non-refundable absent
Seller's breach. In the event that Buyer would not proceed with this Agreement,
it shall furnish to Seller copies of all tests, surveys, reports and inspections
obtained by Buyer without cost. Seller shall receive notice of the performance
of any tests and inspections and have the right to be present.







<PAGE>

         Buyer shall have reasonable access to the Premises for the purpose of
conducting surveys, architectural, engineering, geotechnical and environmental
inspections and tests (including intrusive inspection and sampling), and any
other inspections, studies or tests reasonably required by Buyer, but in a
manner not disruptive of ongoing business. Seller shall cooperate with Buyer and
enforce the provisions of existing tenants' leases, if necessary to facilitate
Buyer's access and inspections. Buyer shall keep the Premises free and clear of
any liens and will indemnify, defend and hold Seller harmless from all claims
and liabilities asserted against Seller as a result of any such entry by Buyer,
its agents, employees or representatives. If any inspection or tests disturbs
the Premises, Buyer will restore the Premises to the same condition as existed
prior to any such inspection or test. Buyer and its agents, employees and
representatives shall have a continuing right of reasonable access to the
Premises during the pendency of this Agreement for the purpose of examining and
making copies of all books and records and other materials relating to the
Premises in Seller's or its property manager's possession and Buyer shall have
the right to conduct a "walk-through" of the Premises prior to Closing upon
appropriate notice to tenants as permitted under the Leases. In the course of
its investigations, Buyer may make inquiries to third parties, including,
without limitation, tenants, lenders, contractors, property managers, parties to
Service Contracts and municipal, local and other government officials and
representatives, and Seller consents to such inquiries, provided same are
performed in a professional manner and does not disrupt any ongoing business.
The obligations of the Buyer under this Paragraph shall survive the termination
of this Agreement.

         6. TENANT ESTOPPELS. Seller shall secure and deliver to Buyer, no later
than five (5) business days before the Closing Date, estoppel certificates from
Giant Food Stores, Inc., Pennsylvania Liquor Control Board, McDonalds
Corporation and seventy-five percent (75%) of the other tenants in the form of
Exhibit "B" attached hereto ("Tenant Estoppels"). The Tenant Estoppels shall be
delivered to the tenants no earlier than twenty (20) days prior to the Closing
Date. Seller shall provide Buyer with copies of the Tenant Estoppels for Buyer's
review and comment before delivering the Tenant Estoppels to tenants. Buyer's
obligation to close the transaction contemplated under this Agreement is subject
to the condition that as of Closing: (i) Estoppel Certificates for all Leases
consistent with the Rent Roll and the representations of Seller in Paragraph 10
have been delivered to Buyer, (ii) no material default or claim by landlord or
tenant shall have arisen under any Leases that was not specifically disclosed in
the Rent Roll; and (iii) no tenant shall have initiated or had initiated against
it any insolvency, bankruptcy, receivership or other similar proceeding. Seller
shall use its best efforts to obtain and timely deliver the required
certificates. In the event all required certificates are not available by the
date of Closing, Closing shall be continued for up to seven (7) business days to
acquire same.







<PAGE>

         7. SERVICE CONTRACTS. During the Due Diligence Period, the parties will
endeavor to agree as to which Service Contracts Buyer will assume and which
Service Contracts, to the extent legally possible, will be terminated by Seller
at Closing. Buyer will assume the obligations arising from and after the Closing
Date under those Service Contracts that are not in default as of the Closing
Date and which Seller and Buyer have agreed will not be terminated and those
Service Contracts which, by their terms, are not capable of termination at that
time. Seller shall terminate at Closing all Service Contracts that are not so
assumed and are legally capable of being terminated at that time. Seller shall
terminate at Closing, and Buyer shall not assume, any property management
agreement affecting the Premises.

         8. OPERATIONS AND RISK OF LOSS.

            A. Ongoing Operations. During the pendency of this Agreement:

            1. Performance Under Leases, Service Contracts and Loans. Seller
         shall

         (i) carry on its business and activities relating to the Premises
         substantially in the same manner as it did before the date of this
         Agreement, and (ii) perform its material obligations under the Leases
         and Service Contracts and other agreements that may affect the
         Premises. Effective as of the Closing Date, each party agrees to
         indemnify and hold the other harmless from any default or breach by the
         other under the Service Contracts and Leases assumed by Buyer.

                  2. New Contracts. Seller will not enter into any contract that
         will be an obligation affecting the Premises subsequent to the Closing
         except contracts entered into in the ordinary course of business that
         are terminable without cause on thirty (30) days' notice.












<PAGE>

            3. Listings and Other Offers. Seller will not list the Premises with
         any broker or otherwise solicit or make or accept any offers to sell
         the Premises, engage in any discussions or negotiations with any third
         party with respect to the sale or other disposition of the Premises, or
         enter into any contracts or agreements (whether binding or not)
         regarding any disposition of the Premises.

            4. Leasing Arrangements. Seller will not amend, terminate or enter
         into any Lease without Buyer's prior written consent in such instance,
         which consent shall not be unreasonably withheld, delayed or
         conditioned.

            5. Removal and Replacement of Tangible Personal Property. Seller
         will not remove any Tangible Personal Property except as may be
         required for necessary repair or replacement, and replacement shall be
         of equal quality and quantity as existed as of the time of its removal.

         B. Damage. Risk of loss up to and including the Closing Date shall be
borne by Seller. In the event of any material damage to or destruction of the
Premises or any portion thereof, Buyer may, at its option, by notice to Seller
given within ten (10) days after Seller notifies Buyer of such damage or
destruction (and, if necessary, the Closing Date shall be extended to give Buyer
the full 10-day period to make such election): (i) terminate this Agreement and
the Deposit shall be immediately returned to Buyer, or (ii) proceed under this
Agreement, receive any insurance proceeds for property repair and replacement
(including any rent loss insurance applicable to any period on and after the
Closing Date) due Seller as a result of such damage or destruction and assume
responsibility for such repair, and Buyer shall receive a credit at Closing for
any deductible, uninsured or coinsured amount under said insurance policies. If
Buyer elects (ii) above, Buyer may extend the closing Date for up to an
additional 30-day period in which to obtain insurance settlement agreements
under Seller's insurers, and Seller will cooperate with Buyer in obtaining the
insurance proceeds and such agreements from Seller's insurers. If the Premises
is not materially damaged, then Buyer shall not have the right to terminate this
Agreement, but Seller shall, at its cost, repair the damage before the Closing
in a manner reasonably satisfactory to Buyer or, if repairs cannot be completed
before Closing, credit Buyer at Closing for the reasonable cost to complete the
repair. "Material damage" and "Materially damaged" means damage (i) reasonably
exceeding two (2%) percent of the purchase price to repair, (ii) that entitles a
tenant to terminate its Lease, or (iii) which, in Buyer's reasonable estimation,
will take longer than ninety (90) days to repair.











<PAGE>

         C. Condemnation. In the event any proceedings in eminent domain are
contemplated, threatened or instituted by any body having the power of eminent
domain with respect to the Premises or any portion thereof, Buyer may, at its
option, by notice to Seller given within ten (10) business days after Seller
notifies Buyer of such proceedings (and, if necessary, the Closing Date shall be
extended to give Buyer the full 10-business day period to make such election):
(i) terminate this Agreement and all deposit money shall be immediately returned
to Buyer, or (ii) proceed under this Agreement, in which event Seller shall, at
Closing, assign to Buyer its entire right, title and interest in and to any
condemnation award, and Buyer shall have the sole right during the pendency of
this Agreement to negotiate and otherwise deal with the condemning authority in
respect of such matter.

         9. REAL ESTATE TAXES AND ASSESSMENTS.

            A. Real Estate Taxes. Real estate taxes and assessments shall be
apportioned between the parties as of the date of Closing on a calendar or
fiscal year basis, as may be appropriate. All water, sewer, refuse and all other
utility charges, and/or lienable charges or assessments shall be paid by Seller
up to the time of Closing. Interest and penalties, if any, shall be computed to
a date occurring one (1) business day after the Closing Date.

            B. Rent. Buyer shall receive a credit for any rent and other income
(and any applicable state or local tax on rent) under Leases collected by Seller
before Closing that applies to any period after Closing. Uncollected rents and
other uncollected income shall not be prorated at Closing. After Closing, Buyer
shall apply all rent and income collected by Buyer from a tenant, unless the
tenant properly identifies the payment as being for a specific item, first to
such tenant's monthly rental for the month in which the Closing occurred and
then to arrearages in the reverse order in which they were due, promptly
remitting to Seller, after deducting collection costs, any rent properly
allocable to Seller's period of ownership. Buyer shall bill and attempt to
collect such rent arrearage in the ordinary course of business, but shall not be
obligated to engage a collection agency or take legal action to collect any rent
arrearage. Seller shall have the right to seek collection of any rents or other
required income due applicable to any period before the Closing, upon notice to
Buyer, if Seller has not received same, upon sixty (60) days after Closing. Any
rent or other income received by Seller after Closing which is owed to Buyer
shall be held in trust and remitted to Buyer promptly after receipt. This
sub-section B. shall survive the Closing.








<PAGE>

            C. Additional Rent. Seller, as landlord under the Leases, is
currently collecting from tenants under the Leases additional rent to cover
taxes, insurance, utilities, maintenance and other operating costs and expenses
(collectively, "Operating Expenses Pass-Throughs") incurred by Seller in
connection with the ownership, operation, maintenance, and management of the
Premises. If Seller collected estimated prepayments of Operating Expense
Pass-Throughs in excess of any tenant's share of such expenses, then, if the
excess can be determined by the Closing, Buyer shall receive a credit for the
excess or, if the excess cannot be determined at Closing, Buyer shall receive a
credit based upon an estimate, and the parties shall make an adjusting payment
between them when the correct amount can be determined. In either event, Buyer
shall be responsible for crediting or repaying those amounts to the appropriate
tenants. If Seller collected estimated prepayments of Operating Expense
Pass-Throughs attributable to any period after Closing, Seller shall pay or
credit any such amounts to Buyer at Closing. To the extent that estimated
payments of Operating Expense Pass-Throughs are required to be paid monthly by
any tenant, and at the end of such tenant's lease year, or the calendar year,
such estimated amounts are to be recalculated based upon actual amounts for that
lease year or calendar year, with the appropriate adjustments being made with
such tenants' then-Operating Expense Pass-Throughs for such tenant shall be
finally prorated between Seller and Buyer at the time of such reconciliation
with the tenant, using the Date of Closing as the proration date. At the time(s)
of final calculation and collection from (or refund to) each tenant of the
amounts in reconciliation of actual Operating Expense pass-Throughs for such
period which have been collected, there shall be a re-proration between Seller
and Buyer, taking into account the additional amount collected from (or refunded
to) each tenant. In furtherance of the foregoing, if, with respect to any
tenant, the recalculated Operating Expense Pass-Throughs is less than the
estimated amount paid by such tenant, and a refund is paid by Buyer to such
tenant, then the portion of the refund allocable to the period prior to the
Closing, to the extent previously paid to or collected by Seller, shall be
refunded by Seller to Buyer. If, with respect to any tenant, the recalculated
Operating Expense Pass-Throughs exceeds the estimated amount paid by such
tenant, and the shortfall is collected by Buyer from such tenant, the portion of
such shortfall allocable to the period prior to the Closing, to the extent not
previously paid to or collected by Seller, shall be paid by Buyer to Seller.
Notwithstanding the foregoing, there shall, however, be an initial proration at
Closing with regard to all Operating Expense Pass-Throughs. The Seller shall
provide Buyer no later than ten (10) days before the Closing Date with invoices,
purchase orders and other documentation sufficient to establish Operating
Expense Pass-Throughs for the Property incurred by Seller prior and up to the
Closing Date, together with evidence of all amounts collected by tenants as of
the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can
complete the year-end reconciliation billings to Tenants for Operating Expense
Pass-Throughs.

         D. Service Contracts. Seller or Buyer, as the case may be, shall
receive a credit for regular charges under Service Contracts assumed by Buyer
pursuant to this Agreement paid and applicable to Buyer's period of ownership or
payable and applicable to Seller's period of ownership, respectively. (It is
noted that other than the contract for landscaping services, which runs the end
of the calendar year, and the pest control contract, which runs on an annual
term, the current term expiring October 16, 2002, all service contracts are
terminable upon thirty (30) days notice, except the security contract which is
terminable upon ninety (90) days notice.)

         E. Leasing Commissions. Leasing commissions for which Seller has paid
in advance shall not be apportioned, nor shall Seller receive a credit therefor.
However, there are two (2) leasing commission agreements, which are paid
annually, to wit: Subway Real Estate Corp. and Holiday Hair, Inc., which
commission obligation shall be prorated as of Closing. (Buyer shall be
responsible for all further leasing commissions that are billed annually.) Buyer
shall furthermore have any and all responsibilities for any leasing commissions
due for any and all periods after the Closing Date, to include, with respect to
any option to renew or expand not yet exercised by the respective tenant as of
Closing. Buyer shall pay all leasing commissions with respect to any new lease
or lease amendment executed after the date of this Agreement, provided that
Buyer shall pre-approve in writing such new lease or lease amendment and the
amount of such commission.
















<PAGE>



         F.  Tenant Deposits. All tenant security deposits (and interest thereon
if required by law or contract to be earned thereon) shall be transferred or
credited to Buyer at Closing. As of the closing, Buyer shall assume Seller's
obligations related to tenant security deposits, but only to the extent they are
properly credited and transferred to Buyer.

         10. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller does represent and
warrant to Buyer and will reaffirm at the time of Closing, to wit:

             a) Seller has not received notice of condemnation of all or any
part of the Premises, notice of any assessment for public improvements, or
notices with respect to any zoning ordinance or other law, order, regulation or
requirement relating to the use of ownership of the Premises and, so far as
known to Seller, there is no violation of any such governmental law, order,
regulation or requirement.

             b) Seller is not indebted to the federal government or any other
public authorities for delinquent taxes, assessment or other charges of any
nature whatsoever for which a lien has been or could be asserted against the
Seller or the Premises and which will not be fully paid and discharged or
released upon or prior to Closing.

             c) Seller covenants and agrees that Seller, Seller's agents,
servants, employees or tenants, if applicable, shall not in any way materially
alter the present state of the Premises so long as this Agreement is in effect.

             d) Seller has no knowledge, actual or constructive, that there has
been a storage or deposit of hazardous substance on the Premises. Hazardous
substances being any such substance as regulated or controlled as a hazardous or
toxic substance by any governmental rule, regulation or statute.

             e) There are no leases, written or oral, affecting the Premises
which Seller is aware of, except for the existing leases, copies of which have
all been provided to Buyer. All documents comprising the leases which affect the
Premises, including all amendments, modifications, letter agreements,
assignments and guaranties thereof or relating thereto have been provided by
Seller to Buyer. There are no agreements, written or oral, affecting the
Premises or any portion thereof in the nature of leases (including ground
leases), concessions, licenses or occupancy agreements, or any amendments,
modifications, side letters or guaranties thereof, other than the leases. True
and correct copies of the leases have been previously delivered to Buyer.








<PAGE>

             f) Seller has fee simple title to the Premises, has the full right
to enter into this Agreement and perform hereunder, and has not granted any
option or entered into any other commitment to sell, lease other as hereinbefore
permitted or encumber all or any part of the Premises.

             g) Seller has full capacity, right, power and authority to execute,
deliver and perform this Agreement and execute and deliver all documents to be
executed by Seller pursuant hereto, and all required action therefor has or will
by Closing be duly taken.

             h) To the best of Seller's knowledge the consummation of the
transaction contemplated by this Agreement will not result in a breach of any of
the terms and conditions of, or constitute a default under, any agreement to
which the Seller is now a party or which affects the Premises or violate or
cause to be violated any judgment or decree of any court, administrative agency
or governmental body.

             i) The representations and warranties made hereunder shall be
reaffirmed at Settlement and shall survive for a period of one (1) year from the
Closing of this transaction and shall not be merged in the deed from Seller to
Buyer.

             j) All alterations and improvements required to be performed by the
landlord under any of the leases has been completed, all construction and other
allowances and monetary concessions required to be paid by the landlord under
the leases has been paid, and no tenant under any of the leases is entitled to
any free rent or rent concession period. All brokerage fees and commissions due
for any period through Closing have been in full, excepting only commissions
payable annually or with respect to lease renewal, extension or expansions
options which have not yet been exercised by any respective tenant.

             k) The Rent Roll attached hereto as Exhibit "A" is hereby certified
by Seller to be true and correct as of the date hereof ("Rent Roll Certificate")
and shows for each rentable space in the Premises the tenant name, space number,
monthly base or minimum rental, and common area maintenance expense and real
estate tax reimbursement amounts, security deposit held, any defaults known by
Seller to exist under any lease, the expiration date of each lease and
designating any rights to renew or extend a lease. There are no tenant security
deposits to be held by the landlord under the leases except as listed in the
Rent Roll Certificate. At the Closing, Seller shall deliver to Buyer an updated
Rent Roll Certificate. If any adverse change shall occur in such Rent Roll
Certificate, Buyer shall have the rights set forth in Section 19.N hereof.















<PAGE>

             l. Except as expressly set forth on the Rent Roll Certificate,
neither Seller as the landlord nor, to Seller's actual knowledge, any tenant
under any of the leases is in default under any of the leases, nor to Seller's
actual knowledge is there in existence any condition or fact which with notice
or passage of time, or both, shall constitute a default by either the landlord
or the tenant thereunder. Except as set forth on the Rent Roll Certificate,
Seller has not collected base or minimum rent more than one month in advance
from any tenant (excluding security deposits). Except as expressly provided in
the leases, no tenant shall be entitled to any rebates, rent concessions or free
rent. No tenant is presently contesting or raising objection to Operating
Expense Pass-Throughs payable under its lease. All tenants are currently in
possession and operating and no tenant has given notice that it intends to cease
the conduct of business or vacate its premises prior to the expiration of its
lease term.

             m) Except for lawsuits concerning personal injury and property
damage which would be covered under Seller's existing commercial liability
insurance policy and defense of which has not been denied by Seller's insurance
company, there is no litigation or proceedings pending or, to Seller's
knowledge, threatened against, Seller or otherwise related to the Property
(including, but not limited to foreclosure, judicial sale, adverse possession,
litigations with tenants or other proceedings.

             n) Exhibit "C " attached hereto is a true, complete and correct
list of all written and oral management, service, equipment, supply, maintenance
or concession agreements with respect to or affecting the Premises (the "Service
Contracts"). Except as specified on Exhibit "C", no such agreements exist which
are not cancelable upon thirty (30) days notice. Each of the Service Contracts
is in full force and effect and all amounts due thereunder have been paid in
full. Neither Seller nor its agents have received any notice from any party to
said agreements claiming the existence of any default or breach thereunder.






<PAGE>



             o) There are no pending certiorari proceedings or other real estate
tax contests or appeals brought by or on behalf of Seller. To Seller's
knowledge, the improvements on the Premises are currently fully assessed for tax
purposes as completed and occupied improvements and are not currently subject to
any tax abatement, exemption or temporary tax reduction of any kind, nor to any
assessments/linkage/impact fees relating to the initial construction of the
project.

             p) EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT
EXECUTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, THIS SALE AND
CONVEYANCE IS MADE ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PREMISES, THE STATE OF REPAIR OF THE
PREMISES, OR WITH RESPECT TO SOIL CONDITIONS OR THE PRESENCE OR RELEASE OF
HAZARDOUS MATERIALS. THIS DISCLAIMER DOES NOT EFFECT AN ASSUMPTION OF ANY
LIABILITY BY BUYER AND IT SHALL NOT BE CONSTRUED TO WAIVE ANY RIGHTS OF
CONTRIBUTION OR INDEMNITY OR OTHERWISE AFFECT THE LIABILITIES OF THE PARTIES TO
EACH OTHER OR TO THIRD PARTIES UNDER ENVIRONMENTAL LAWS.

         11. NEWPORT SEWER TREATMENT PLANT

         It is understood that the Premises includes an on-site treatment
facility (hereinafter, "WWTP"). It is further understood that the WWTP has
recently received an appropriate NPDES permit to continue operation of the WWTP
through June 1, 2007 conditioned, however, upon the design, modification and
upgrade of the organic capacity of the WWTP (formerly known as the "solids
handling capacity", and furthermore noting that the treatment capacity of the
WWTP is not being enlarged), as so provided in the permit, a true and correct
copy of which is attached hereto, marked Exhibit "D", and made a part hereof by
reference thereto. Seller is having performed all engineering designs, plans and
specifications at Seller's initial cost, subject to reimbursement at Closing by
Buyer in accord with the Opinion of Costs for Treatment Plant Organic Upgrade of
June 26, 2002, which has been provided to Buyer. Seller shall submit the Water
Quality Management, Part II, Permit Application by September 1, 2002, as
provided in the permit, Exhibit "D".







<PAGE>

         In accord with written Agreement with the Church, a copy of which has
also been provided to Buyer, Church is responsible for forty-one (41%) percent
of the Total Costs to modify the organic capacity of the WWTP to handle certain
effluent, as required. Total Cost is herein defined to include design,
permitting, construction and any and all other associated direct fees. The
balance shall shared in accord with the edu usage of the tenants of the Premises
other than the Church. As it is anticipated that settlement on the Premises
between Seller and Buyer will occur prior to construction and completion of the
required expansion, and thus prior to issuance to bills reflecting the increased
sewer rates, to reimburse Seller and Buyer for such expenditures, Seller and
Buyer wish to establish the following duties, rights and protocol concerning
this expansion of the WWTP in accord with the NPDES permit, Exhibit "D",
assuming settlement shall indeed occur.

         With regard to the preparation of the design, plans and specifications
for the upgrade of the WWTP, being performed by a sanitary engineer selected by
Seller, Buyer shall have the following rights:

                  a. approval of plans and specifications, which approval shall
         not be unreasonably withheld, delayed or conditioned;

                  b. approval of the contracts for the actual work, if let prior
         to Closing, which approval shall not be unreasonably withheld, delayed
         or conditioned; and

                  c. reasonable notice to Buyer and right of Buyer to be present
         at all governmental meetings with tenants or Church, if any, prior to
         Closing.

         Prior to Closing, the parties shall confirm with Church its obligation
of its reimbursement share of forty-one (41%) percent of the Total Cost. With
regard to all other tenants, to address Buyer's risk in the event any tenant
would object, contest or refuse to pay the increased rate for the required
capacity enlargement, Seller will agree to a deduction from the purchase price
at Closing of Twenty Thousand and 00/100 ($20,000.00) Dollars which shall
represent Seller's total and final responsibility concerning the failure or
refusal of any tenants, to include Church, to fulfill their payment obligations
and contribution following Closing. If Church fails or refuses to confirm its
obligations no less than ten (10) days prior to Closing, the parties shall enter
into a further agreement in a timely manner to equitably adjust such
failure/refusal of Church.








<PAGE>

         12. CLOSING AND DELIVERY OF DEED. Closing shall be held thirty (30)
days after completion of the Due Diligence Period, as hereinbefore provided.
Closing shall take place by use of an escrow procedure reasonably acceptable to
Seller and Buyer and using the Title Company as escrow agent (with all proceeds
being wired through the national office of a national title company such as
First American Title, Commonwealth Title Insurance Company, Chicago Title
Insurance Company or the like) or at the offices of Seller's attorney, unless a
different location is approved in writing by the parties. At Closing, Seller
shall convey to Buyer good and marketable title to the Premises in the state
required under Section 3 hereof by a recordable and transferable special
warranty deed. Buyer shall pay one-half (1/2) of the total Pennsylvania realty
transfer tax obligation, and shall furthermore contribute Thirty-Three Thousand
Three Hundred and Thirty-Three ($33,333.00) Dollars toward the balance of said
obligation of Seller. In addition to the deed, Seller shall execute and deliver
to Buyer at the Closing (i) a general instrument of transfer, including a bill
of sale and assignment and assumption of leases, in the form attached as Exhibit
"D" hereto, (ii) a FIRPTA Certificate, (iii) an updated Rent Roll Certificate,
certified by Seller as being true and correct as of the Closing Date, (iv) an
updated schedule of leases, certified by Seller as being true and correct as of
the Closing Date, (v) a certificate of Seller, certifying as of Closing Date the
continued truth without material change (or identifying any changes therefrom
which may not be reflected on the updated Rent Roll Certificate or updated
schedule of leases) of all of the representations and warranties of Seller set
forth in Section 10 hereof, (vi) the estoppel certificates required under
Section 6 hereof, (vii) notices to each tenant advising them of the sale and
directing them as to where all future payments of rent and notices should be
sent, in form as required by the Buyer (which shall not be sent until after
completion of the Closing), (viii) an "information for 1099 form", sufficient in
order for the Buyer to report the sale to the Internal Revenue Service, (ix) an
affidavit of title in form required by Buyer's title insurance company in order
to insure title required to be delivered under Section 3 hereof, and without
exception for potential mechanic's lien claims, (x) such other instruments and
documents as may be reasonably required by Buyer's title company in order to
establish Seller's due existence and good standing and authority to complete the
transaction contemplated by this Agreement, (xi) originals (to the extent within
Seller's possession or control) of each of the Property Information, current as
of the Closing Date (in particular, but without limitation, originals of all
leases) and (xii) such other instruments or documents as may be otherwise
referred to in this Agreement or which may be reasonably required in order to
complete the transactions contemplated in this Agreement. Seller shall deliver
full and exclusive possession of the Property to Buyer on the Closing Date,
subject only to rights of tenants under the leases, as tenants only.


















<PAGE>

         13. BROKER/SELLER'S AGENT. It is understood that Seller shall be
responsible for a real estate commission to Cassidy & Pinkard, and shall save
Buyer harmless for liability therefor. Each party represents to the other that
they have not dealt with any other broker on this transaction and will save
harmless and indemnify the other for any claims for real estate commissions or
other fees brought by any broker or other person claiming to have dealt with
such party.

         14. GOVERNING LAW. This Agreement shall be construed and governed
pursuant to the laws of the Commonwealth of Pennsylvania.

         15. SELLER'S DEFAULT. If there shall occur a material breach of a
representation or warranty of Seller under this Agreement, or if Seller shall
otherwise fail to perform its obligations as required under this Agreement, then
Buyer may elect to (i) accept title to the Premises subject to the defaulted
obligation of Seller, (ii) terminate this Agreement, in which event the Escrow
Agent shall disburse the Deposit to Buyer and Seller shall reimburse Buyer for
all costs incurred in Buyer's performance of due diligence with a limit of
Twenty-Five Thousand ($25,000.00) Dollars, or (iii) bring an action against
Seller for specific performance of this Agreement, and Buyer shall have the
right to recover from Seller in such action its reasonable attorneys' fees and
disbursements incurred in connection therewith. In the event Seller's default is
a Willful Default (as hereinafter defined), Seller shall reimburse Buyer for all
reasonable costs incurred in Buyer's performance of due diligence, plus the sum
of One Hundred Thousand ($100,000.00) Dollars. The term "Willful Default" as
used in this Agreement shall mean an intentional failure of Seller to observe or
perform a material covenant or condition of this Agreement, the observance or
performance of which is strictly within Seller's reasonable control (by way of
example, but not way of limitation, the intentional refusal of Seller to convey
title or the creation by Seller of the imposition of additional substantial
liens on the Premises prior to Closing which Seller will not discharge at
Closing shall be considered Seller's "Willful Default"). A general partnership,
of which the sole shareholder of Caldwell Development, Inc., Mark G. Caldwell,
is a general partner, and Mark G. Caldwell, individually, have also entered into
sales agreements, contemporaneously herewith, with Buyer for properties
identified as Fairview Plaza (Double M Development) and Halifax Plaza (Mark G.
Caldwell, Individually). It is agreed that, if a default has occurred by Seller
in any of these agreements, the same shall be deemed a default hereunder.














<PAGE>

         16. BUYER'S DEFAULT. If this transaction fails to close due to the
default of Buyer, then Seller's sole remedy in such event shall be to terminate
this Agreement and to retain the deposits as liquidated damages, Seller waiving
all other rights or remedies in the event of such default by Buyer. The parties
acknowledge that Seller's actual damages in the event of a default by Buyer
under this Agreement will be difficult to ascertain, and that such liquidated
damages represent the parties' best estimate of such damages. Buyer shall have
no other remedies other than as specifically stated. Buyer has also entered into
sales agreements, contemporaneously herewith, with a general partnership, Double
M Development, of which Seller is a general partner, and with Mark G. Caldwell,
individually, for properties commonly identified as Fairview Plaza and Halifax
Plaza and a default by Buyer in any of these agreements shall constitute a
default hereunder.

         17. ATTORNEYS' FEES. The unsuccessful party in any litigation arising
from breach or alleged breach of this Agreement will reimburse the successful
party for any and all reasonable legal fees incurred in curing or attempting to
cure a default.

         18. AMENDMENT. This Agreement shall not be altered, amended, changed or
modified except in writing by the parties hereto.

         19. NOTICES. All notices required to be given by any of the provisions
of this Agreement, unless otherwise stated, shall be in writing and delivered in
person, by facsimile (with a copy concurrently sent out the same day by
nationally recognized overnight delivery service), by certified mail, return
receipt requested or by nationally recognized overnight delivery service,
postage or shipping charges prepaid (or on standing account) to the appropriate
party at the address set forth below or to such other address as such parties
may hereafter specify by notice given in accordance with this section. All
notices to be set forth below.

         a) To the Seller:
                  Caldwell Development, Inc.
                  Attn: Mark G. Caldwell, President
                  434 North Front Street
                  Wormleysburg, PA 17043

             With a copy to:
                  James R. Clippinger, Esquire
                  Caldwell & Kearns
                  3631 North Front Street
                  Harrisburg, PA 17110





<PAGE>

         b) To the Seller:

                  Cedar Income Fund Partnership, L.P.
                  44 South Bayles Avenue
                  Port Washington, NY 11050
                  Attn: Leo S. Ullman, President



         With a copy to:
                  Warren S. Sacks, P.C.
                  777 Westchester Avenue, Suite 204
                  White Plains, NY 10604

         Notices shall be deemed given on the date received, or if delivery is
refused, on the date delivery is first attempted, provided however that notices
by facsimile shall be deemed given on the date transmitted at or before 5:00
P.M., provided a copy is sent out the same day by nationally recognized
overnight delivery service.

         20. EXTENSION OF CLOSING DATE. Buyer may unilaterally extend the time
for Closing for a period up to thirty (30) days, provided Buyer provides Seller
written notice specifying the reason for extension of Closing no later than ten
(10) days prior to the date previously scheduled, and provided payments to
Seller are made of Two Thousand Five Hundred ($2,500.00) Dollars per day for
each additional day required for extension. It is understood that all such
payment(s) shall be earned upon receipt and added to the purchase price.

         21. MISCELLANEOUS

         A. Parties Bound. Neither party may assign this Agreement without the
prior written consent of the other, and any such prohibited assignment shall be
void; provided, however, that Buyer and/or Seller may assign this Agreement
without Seller's consent to an affiliate or to effect an exchange pursuant to
Paragraph 19.K. herein. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the respective legal representatives,
successors, assigns, heirs, and devisees of the parties. For the purposes of
this Paragraph, the term "affiliate" means (i) an entity that directly or
indirectly controls, is controlled by or is under common control with the Buyer
or of which Buyer or its affiliated entity is the general partner or managing
member, or (ii) an entity at least a majority of whose economic interest is
owned by Buyer; and the term "control" means the power to direct the management
of such entity through voting rights, ownership or contractual obligations.

         B. Paragraph Headings. All references to paragraph headings are for
convenience only and shall neither limit nor expand any of the written terms of
this Agreement.

         C. Time is of the Essence. Time is of the essence with regard to the
respective duties and obligations of the parties hereto.






<PAGE>

         D. Survival. The provisions of this Agreement that contemplate
performance after the Closing and the obligations of the parties not fully
performed at the Closing shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments at Closing.

         E. No Third Party Beneficiary. This Agreement is not intended to give
or confer any benefits, rights, privileges, claims, actions, or remedies to any
person or entity as a third party beneficiary, decree or otherwise.

         F. Complete Agreement. This Agreement contains the entire and binding
agreement between Seller and Buyer. There are no other terms, obligations,
covenants, representations, statements or conditions, oral or otherwise, of any
kind whatsoever concerning this sale.

         G. Confidentiality. Seller shall make no public announcement or
disclosure of any information related to this Agreement to outside brokers or
third parties, before or after the Closing, without the prior written specific
consent of Buyer; provided, however, that Seller may make disclosure of this
Agreement to its lenders, creditors, officers, employees and agents to perform
its obligations hereunder.

         H. Consents. Any consents required to be obtained in accord with this
Agreement shall not be unreasonably withheld, conditioned or delayed.

         I. Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and agree that the normal rule
of construction, to the effect that any ambiguities are to be resolved against
the drafting party, shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.

         J. Calculation of Time Periods. Unless otherwise specified, in
computing any period of time described herein, the day of the act or event after
which the designated period of time begins to run is not to be included and the
last day of the period so computed is to be included at, unless such last day is
a Saturday, Sunday or legal holiday for national banks, in which event the
period shall run until the end of the next day which is neither a Saturday,
Sunder or legal holiday. The last day of any period of time described herein
shall be deemed to end at 5:00 p.m. daylight savings time.




<PAGE>


         K. Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall constitute one Agreement. To facilitate execution of
this Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages.

         L. Section 1031 Exchange. Both Buyer and Seller shall have the right to
consummate this transaction as part of a so-called like kind exchange (the,
"Exchange") pursuant to ss.1031 of the Internal Revenue Code of 1986, as amended
(the, "Code"), provided that: (i) the Closing shall not be delayed or affected
by reason of the Exchange nor shall the consummation or accomplishment of the
Exchange be a condition precedent or condition subsequent to either party's
obligation under this Agreement, (ii) the party engaging in the Exchange shall
effect the Exchange through an assignment of this Agreement, or its rights under
this Agreement, to a qualified intermediary; (iii) neither party shall be
required to take an assignment of the purchase agreement for the relinquished
property or be required to acquire or hold title to any real property for
purposes of consummating the Exchange; (iv) the party engaging in the Exchange
shall pay any additional costs that would not otherwise have been incurred by
the other had the transaction not been consummated through the Exchange. Neither
party shall by this agreement or acquiescence to the Exchange: (a) have their
rights under this Agreement affected or diminished in any manner, or (b) be
responsible for compliance with or be deemed to have warranted to the other that
the Exchange in fact complies with ss.1031 of the Code.

         M. Further Assurances. In addition to the acts and deeds recited herein
and contemplated to be performed, executed and/or delivered by either party at
Closing, each party agrees to perform, execute and deliver, but without any
obligation to incur any additional liability or expense, on or after Closing,
any further deliveries and assurances as may be reasonably necessary to
consummate the transactions contemplated hereby or to further perfect the
conveyance, transfer and assignment of the Premises to Buyer.







<PAGE>

         N. Changed Circumstances. If any event shall occur after the
Commencement Date, and before the Closing Date, which is not caused by Seller
("Changed Circumstances"), that renders untrue any representation or warranty
made by Seller in this Agreement, it shall not constitute a breach by Seller of
such representation or warranty, and Seller's reaffirmation of such
representation or warranty at Closing may be qualified by such Changed
Circumstance. If Seller shall obtain knowledge of any Changed Circumstance,
Seller shall provide notice thereof to Buyer within a reasonable period of time.
In the event Buyer receives actual notice of any Material Changed Circumstance,
whether from Seller or any other source, including its own investigations, then
Buyer shall have the right to terminate this Agreement, in which event both
parties shall be relieved from any further obligation under this Agreement, and
the Deposit shall be returned to Buyer. For purposes of this Agreement, a
"Material" Changed Circumstance shall be one that (when taken together with all
other Changed Circumstances) would be reasonably expected to decrease the annual
net operating income of the Property by more than one and one-half of one
percent or would otherwise reasonably be considered material by a Buyer of
similar properties.

         IN WITNESS WHEREOF, the parties, representing to each other that the
authorized representative of the party executing on behalf of each party is duly
authorized and has the ability to so execute the document on behalf of that
party, have caused this Agreement to be executed as of the day and year first
above written.

                                            BUYER:

ATTEST:                                     CEDAR INCOME FUND PARTNERSHIP, L.P.

________________________________            By:_________________________________

                                            Title:______________________________

                                            SELLER:

ATTEST:                                     CALDWELL DEVELOPMENT, INC.

________________________________            By:_________________________________

                                            Title:______________________________

                                            (Signatures continue on next page)


Escrow Agent hereby acknowledges receipt of
The First Deposit and agrees to hold and disburse
The Deposit in accordance with all of the terms
and conditions of the foregoing Agreement.

ESCROW AGENT
------------



By:__________________________________

42260



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex10-12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
<PAGE>

================================================================================



                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                          NEWPORT PLAZA ASSOCIATES, LP

                 Property: Newport Plaza, Newport, Pennsylvania



================================================================================

<PAGE>

                        LIMITED PARTNERSHIP AGREEMENT OF
                          NEWPORT PLAZA ASSOCIATES, LP

         This Limited Partnership Agreement (this "Agreement") is entered into
as of January 7, 2003, between CIF-Newport Plaza ASSOCIATES, LLC, a Delaware
limited liability company (the "Developer Partner"), and FAIRPORT ASSOCIATES,
L.P., a Delaware limited partnership (the "Limited Partner").

                                    ARTICLE 1

                                   DEFINITIONS
                                   -----------


         Section 1.1.      Definitions.  As used in this Agreement, the
following terms shall have the following meanings:

                  "Act" means the Delaware Revised Uniform Limited Partnership
Act, as it may be amended from time to time.

                  "Additional Capital Contribution" has the meaning assigned to
such term in Section 6.2.

                  "Adjusted Capital Account Deficit" means, with respect to any
Partner for any taxable year or other period, the deficit balance, if any, in
such Partner's Capital Account as of the end of such year or other period, after
giving effect to the following adjustments:

                           (a) Credit to such Capital Account any amounts that
such Partner is obligated to restore or is deemed obligated to restore as
described in the penultimate sentence of Regulation Section 1.704-2(g)(1) and in
Regulation Section 1.704-2(i)(5); and

                           (b) Debit to such Capital Account the items described
in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

                  "Affiliate" means, with respect to a Person, another Person,
directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with the Person in question. The term
"control" as used in the preceding sentence means, with respect to a Person that
is a corporation, the right to exercise, directly or indirectly, more than 5% of
the voting rights attributable to the shares of the controlled corporation, and,
with respect to a Person that is not a corporation, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled Person.

                  "Approved Loans" shall mean loans made to the Partnership
which are approved in writing by the Limited Partner. The Mortgage Loan shall be
an Approved Loan.

<PAGE>


                  "Bankruptcy" means, with respect to a Person, the occurrence
of (1) an assignment by the Person for the benefit of creditors; (2) the filing
by the Person of a voluntary petition in bankruptcy; (3) the entry of a judgment
by any court that the Person is bankrupt or insolvent, or the entry against the
Person of an order for relief in any bankruptcy or insolvency proceeding; (4)
the filing of a petition or answer by the Person seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation; (5) the filing by the
Person of an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against it in any proceeding for
reorganization or of a similar nature; (6) the consent or acquiescence of the
Person to the appointment of a trustee, receiver or liquidator of the Person or
of all or any substantial part of its properties; or (7) any other event which
would cause the Person to cease to be a Partner of a limited partnership under
Section 18-304 of the Act.

                  "Business Day" means any day other than Saturday, Sunday, or
other day on which commercial banks in New York are authorized or required to
close under the laws of the State of New York.

                  "Capital Account" shall have the meaning set forth in Section
9.1.

                  "Capital Contribution" means, with respect to each Partner,
the amount of (a) cash and the initial Gross Asset Value of any property (net of
liabilities assumed by the Partnership resulting from such contribution and
liabilities to which the property is subject) contributed to the Partnership by
that Partner plus (b) with the Limited Partner's written consent, the amount of
such Partner's payments made to creditors of the Partnership after the date
hereof with respect to Partnership obligations (until such amount is reimbursed
to such Partner).

                  "Capital Proceeds" means funds of the Partnership arising from
a Capital Transaction, less (a) the actual costs incurred by the Partnership
with third parties in consummating the Capital Transaction, (b) the amount of
any Approved Loan repaid from such funds, and (c) reserves approved by the
Partners in amounts reasonably estimated to be required to pay Partnership or
expenses.

                  "Capital Transaction" means the sale, financing, refinancing
or similar transaction of or involving any part or all of the Project Interests
(including condemnation awards, payment of title insurance proceeds or casualty
loss insurance proceeds [other than business interruption or rental loss
insurance proceeds], to the extent such awards and proceeds are not applied to
mortgage indebtedness and not used to repair damage caused by a casualty or
taking or in alleviation of any title defect).

                                      -3-

<PAGE>

                  "Certificate" shall mean a certificate of limited partnership
dated December 16, 2002 filed pursuant to the Act forming the Partnership.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any corresponding provisions of succeeding law.

                  "Depreciation" means, for each taxable year or other period,
an amount equal to the federal income tax depreciation, amortization or other
cost recovery deduction allowable with respect to an asset for the year or other
period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of the year or
other period, Depreciation will be an amount which bears the same ratio to the
beginning Gross Asset Value as the federal income tax depreciation, amortization
or other cost recovery deduction for the year or other period bears to the
beginning adjusted tax basis, provided that if the federal income tax
depreciation, amortization, or other cost recovery deduction for the year or
other period is zero, Depreciation will be determined with reference to the
beginning Gross Asset Value using any reasonable method selected by the General
Partner, subject to the Limited Partner's approval. Notwithstanding the
foregoing of this definition, if the Company has adopted the "remedial
allocation method" described in Section 1.704-3(d) of the Regulations with
respect to any asset, Depreciation for such asset shall be determined in
accordance with Section 1.704-3(d)(2) of the Regulations, rather than in
accordance with the preceding sentence.

                  "Fairport Partnership Agreement" shall mean the Partnership
Agreement of Fairport Associates, L.P. dated as of January 8, 2003 between Kimco
Preferred Investor III, Inc. and CIF-Fairport Associates, LLC, as the same may
hereafter be amended or restated.

                  "GAAP" means generally accepted accounting principles,
consistently applied.

                  "General Partner" means the Partner designated as a General
Partner in accordance with this Agreement, until such Person ceases to be the
General Partner.

                  "Gross Asset Value" has the meaning assigned to it in Section
9.2.

                  "Lease Parameters" shall mean the lease parameters that the
Developer Partner and the Limited Partner agree upon from time to time in
writing.

                                      -4-
   <PAGE>
                  "Major Decision" has the meaning assigned to such term in
Section 4.1(b).

                  "Management Agreement" has the meaning assigned to such term
in Section 4.8.

                  "Mortgage" has the meaning assigned to such term in Section
14.2.

                  "Mortgage Loan" shall mean the mortgage loan in the sum of
$5,535,000 to be made by Citizen's Bank of Pennsylvania to the Partnership
pursuant to a Loan Agreement to be entered into between the Partnership and
Citizen's Bank of Pennsylvania.

                  "Net Cash Flow" for any period means Net Operating Income for
such period less debt service on Approved Loans actually paid during such
period.

                  "Net Operating Income" for any period means the amount by
which Operating Revenues for such period exceed Operating Expenses for such
period.

                  "Nonrecourse Deductions" has the meaning set forth in
Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a
given period equals the excess, if any, of the net increase, if any, in the
amount of Partnership Minimum Gain during such period, over the aggregate amount
of any distributions during such period of proceeds of a Nonrecourse Liability
that are allocable to an increase in Partnership Minimum Gain, determined
according to the provisions of Regulations Section 1.704-2(c).

                  "Nonrecourse Liability" has the meaning set forth in
Regulations Section 1.704-2(b)(3).

                  "Operating Budget" means the annual budget, prepared by the
General Partner and submitted in writing to, and approved by, the Limited
Partner, and setting forth the estimated capital and operating expenses of the
Partnership for the then current or immediately succeeding calendar year and for
each month and each calendar quarter of such calendar year, in such detail as
the Limited Partner shall reasonably require.

                  "Operating Expenses" means, for any period, amounts actually
paid by the Partnership for such period (calculated on a cash basis), for
operating expenses of the Project, for capital expenditures not paid from the
Partners' Capital Contributions, for indemnification obligations incurred under
Section 4.9 and for reserves actually funded and approved by the Limited Partner
(or permitted under the current Operating Budget). Operating Expenses shall not
include debt service on Approved Loans, and any non-cash expenses such as
depreciation or amortization.

                                      -5-
<PAGE>


                  "Operating Revenues" means, for any period, the gross receipts
of the Partnership (calculated on a cash basis) arising from the ownership and
operation of the Project during such period, including proceeds of any business
interruption insurance maintained by the Partnership from time to time, but
specifically excluding Capital Proceeds and Capital Contributions.

                  "Partner Nonrecourse Debt" means "partner nonrecourse debt" as
defined in Regulations Sections 1.704-2(b)(4).

                  "Partner Nonrecourse Debt Minimum Gain" means an amount, with
respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain
that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse
Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

                  "Partner Nonrecourse Deductions" means "partnership
nonrecourse deductions" as defined in Regulations Sections 1.704-2(i)(1) and
1.704-2(i)(2).

                  "Partners" means the Limited Partner, the Developer Partner,
and each Person hereafter admitted as a Partner in the Partnership in accordance
with this Agreement, until such Person ceases to be a Partner of the
Partnership.

                  "Partnership" means Newport Plaza Associates, LP, a Delaware
limited partnership, or any successor thereto.

                  "Partnership Interests" means all of the rights and interests
of whatsoever nature of the Partners in the Partnership, including without
limitation the right to participate in management to the extent herein expressly
provided, to receive distributions of funds, and to receive allocations of
income, gain, loss, deduction, and credit.

                  "Partnership Minimum Gain" means "partnership minimum gain" as
defined in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

                  "Person" means an individual or entity.

                  "Profits" and "Losses" mean, for each taxable year or other
period, an amount equal to the taxable income or loss of the Partnership for the
year or other period, determined in accordance with Section 703(a) of the Code
(including all items of income, gain, loss or deduction required to be stated
separately under Section 703(a)(1) of the Code), with the following adjustments:

                  1. Any income that is exempt from federal income tax and not
otherwise taken into account in computing Profits or Losses will be added to
taxable income or loss;

                                      -6-

<PAGE>


                  2. Any expenditures described in Code Section 705(a)(2)(B) or
treated as Section 705(a)(2)(B) expenditures under Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits
or Losses, will be subtracted from taxable income or loss;

                  3. Gain or loss resulting from any disposition of property
with respect to which gain or loss is recognized for federal income tax purposes
will be computed by reference to the Gross Asset Value of the property,
notwithstanding that the adjusted tax basis of the property differs from its
Gross Asset Value;

                  4. In lieu of depreciation, amortization and other cost
recovery deductions taken into account in computing taxable income or loss,
there will be taken into account Depreciation for the taxable year or other
period;

                  5. Any items which are specially allocated under Section
9.3(c), 9.3(d), or 9.3(e) will not affect calculations of Profits or Losses; and

                  6. If the Gross Asset Value of any Partnership asset is
adjusted under Section 9.2(b) or 9.2(c), the adjustment will be taken into
account as gain or loss from disposition of the asset for purposes of computing
Profits or Losses.

                  "Project" means the land and the improvements located thereon
known as Newport Plaza, located in Newport, Pennsylvania, consisting of
approximately 11.99 acres with a shopping center constructed thereon.

                  "Regulations" means the regulations promulgated by the United
States Department of the Treasury pursuant to and in respect of provisions of
the Code. All references herein to sections of the Regulations shall include any
corresponding provisions of succeeding, similar, substitute proposed or final
Regulations.

                  "Regulatory Allocations" has the meaning assigned to it in
Section 9.4(d).

                  "Removal Event" has the meaning assigned to such term in
Section 4.4.

                  "Sharing Ratios" means the percentages in which the Partners
participate in, and bear, certain Partnership items specified in this Agreement.
The initial Capital Sharing Ratios of the Partners are as follows:

                           Developer Partner     1%
                           Limited Partner      99%

                                      -7-

<PAGE>

                  "Transfer" means, with respect to a particular property, right
or interest, the assignment, sale, transfer, pledge, disposition, hypothecation,
mortgage, pledge or the grant of a lien or security interest in such right or
interest (or any part thereof), whether voluntarily, involuntarily or by
operation of law, and whether for consideration or no consideration.

                                    ARTICLE 2

                      ORGANIZATIONAL MATTERS; PURPOSE; TERM
                      -------------------------------------

         Section 2.1. Formation of Partnership. The Partnership has been
organized as a Delaware limited partnership by filing the Certificate under the
Act.

         Section 2.2. Name. The name of the Partnership shall be Halifax Plaza
Associates, LP, and all Partnership business must be conducted in that name or
such other name as the General Partner and the Limited Partner approve.

         Section 2.3. Registered Office; Registered Agent; Principal Office. The
registered office and the registered agent of the Partnership shall be as
specified in the Certificate or as designated by the General Partner with the
Limited Partner's approval. The principal office of the Partnership shall be at
c/o SKR Brentway, 44 South Bayles Avenue, Suite 304, Port Washington, New York
11050, or at such other location as the General Partner and the Limited Partner
approve.

         Section 2.4. Foreign Qualification. Before the Partnership conducts
business in any jurisdiction other than Delaware, the General Partner shall
cause the Partnership to comply with all requirements necessary to qualify the
Partnership as a foreign limited partnership in that jurisdiction. At the
request of the General Partner, each Partner shall execute, acknowledge, swear
to, and deliver all certificates and other instruments conforming with this
Agreement that are necessary or appropriate to qualify, continue, or terminate
the Partnership as a foreign limited liability Partnership in all jurisdictions
in which the Partnership may conduct business.

         Section 2.5. Purpose and Scope; Actions Consistent with Certificate.
The purposes and scope of the Partnership's activities are strictly limited to
acquiring, maintaining, owning, leasing, and selling the Project; financing the
foregoing activities; and performing all other activities reasonably necessary
or incidental to the furtherance of such purposes. The Partnership shall not
take any action inconsistent with the Certificate and, to the extent of any
inconsistencies between this agreement and the provisions of the Certificate,
provisions of the Certificate shall control. The Partnership shall conduct its
business at all times so as to comply with the requirements of the Certificate.
The provisions of this Section 2.5 are subject in all respects to the "special
purpose entity" provisions of Article 12. In addition, the Partnership shall at
all times conduct its business so as to comply with the provisions of Article 12
of this Agreement, notwithstanding any other provision in this Agreement to the
contrary. The Partners acknowledge receipt of the documents evidencing and
securing the Mortgage Loan and are aware of provisions in such documents
providing for a default upon occurrence of, among other things, certain property
transfers and transfers of interests in the Partnership; the incurrence of
certain indebtedness; the creation of certain liens; and the liquidation or
dissolution of the Partnership or the General Partner, in each case as more
particularly set forth in the documents evidencing or securing the Mortgage
Loan.

                                       -8-

<PAGE>


         Section 2.6. Term. The Partnership shall commence on the effective date
of the Certificate and shall terminate on May 31, 2037, unless sooner dissolved
as herein provided.

                                    ARTICLE 3

                     PARTNERSHIP; DISPOSITIONS OF INTERESTS
                     --------------------------------------

         Section 3.1. Partners. The initial Partners of the Partnership are the
Limited Partner and the Developer Partner, each of which is admitted to the
Partnership as a Partner as of the date hereof.

         Section 3.2. Dispositions of Partnership Interests.

                  (a) General Restriction. No Partner may Transfer all or any
portion of its Partnership Interest, except with the consent of the other
Partner or as permitted in Sections 3.2(b) or 3.2(c). Any attempted Transfer of
all or any portion of a Partnership Interest, other than in strict accordance
with this Section 3.2, shall be void. Except as permitted in Sections 3.2(b) or
3.2(c), a Person to whom a Partnership Interest is Transferred may be admitted
to the Partnership as a Partner only with the consent of the other Partner,
which may be given or withheld in the other Partner's sole and absolute
discretion. In connection with any Transfer of a Partnership Interest or any
portion thereof, and any admission of an assignee of a Partnership Interest as a
Partner, the Partner making such Transfer and the assignee shall furnish the
other Partner with such documents regarding the Transfer as the other Partner
may reasonably request (in form and substance reasonably satisfactory to the
other Partner), including a copy of the Transfer instrument, a ratification by
the assignee of this Agreement (if the assignee is to be admitted as a Partner),
a legal opinion that the Transfer complies with applicable federal and state
securities laws, and a legal opinion that the Transfer will not result in the
Partnership's termination under Section 708 of the Code. For purposes hereof, a
Transfer shall be deemed to have occurred with respect to a Partner's
Partnership Interest upon any Transfer of an interest in that Partner or in any
entity which directly or indirectly controls such Partner.


                                      -9-

<PAGE>

                  (b) Permitted Transfers. The Developer Partner may assign all
or a portion of its Partnership Interest (direct or indirect) with the consent
of Limited Partner, such consent not to be unreasonably withheld, to any
Affiliate of the Developer Partner (in which Developer Partner owns at least a
51% interest) or to an Affiliate of Cedar Income Fund Partnership, L.P. (in
which Cedar Income Fund Partnership, L.P., directly or indirectly, owns at least
a 51% interest) and, at the election of the Developer Partner, upon any
assignment that transferee shall be admitted as a Partner. Transfers of
interests in the Developer Partner may also be made (without Limited Partner's
consent) to Affiliates of Developer Partner or Cedar Income Fund Partnership,
L.P. so long as not more than 49% of such interests, in the aggregate, are
Transferred and Limited Partner receives prior written notice thereof. Transfers
of interests in Cedar Income Fund Partnership, L.P. may be made at any time
without Limited Partner's consent. The Limited Partner may Transfer its
interests only with the written consent of Kimco Preferred Investor III, Inc.,
its successors and assigns.

         Section 3.3. Creation of Additional Partnership Interests. Additional
Partnership Interests may be created and issued to existing Partners or to other
Persons, and such other Persons may be admitted to the Partnership as Partners,
with the approval of the General Partner and the Limited Partner, on such terms
and conditions as the General Partner and the Limited Partner may determine at
the time of admission. The General Partner may reflect the admission of any new
Partners or the creation of any new class or group of Partner in an amendment to
this Agreement which shall be valid if executed by the General Partner and
Limited Partner.

         Section 3.4. Resignation; Redemption. A Partner may not resign or
withdraw from the Partnership without the consent of the other Partners. A
Partnership Interest may not be redeemed or purchased by the Partnership without
the written consent of the Limited Partner.

         Section 3.5. Information. In addition to the other rights specifically
set forth in this Agreement, each Partner is entitled to the following
information under the circumstances and conditions set forth in the Act: (a)
true and full information regarding the status of the business and financial
condition of the Partnership; (b) promptly after becoming available, a copy of
the Partnership's federal, state and local income tax returns for each year; (c)
a current list of the name and last known business, residence or mailing address
of each Partner and General Partner; (d) a copy of this Agreement, the
Partnership's certificate of formation, and all amendments to such documents;
(e) true and full information regarding the amount of cash and a description and
statement of the agreed value of any other property or services contributed by
each Partner and which each Partner has agreed to contribute in the future, and
the date on which each became a Partner; and (f) other information regarding the
affairs of the Partnership to which that Partner is entitled pursuant to Section
17-305 of the Act (including all Partnership books and records). Under no
circumstances shall any information regarding the Partnership or its business be
kept confidential from any Partner.


                                      -10-

<PAGE>

         Section 3.6. Liability to Third Parties. No Partner shall be liable for
the debts, obligations or liabilities of the Partnership.

                                    ARTICLE 4

                            MANAGEMENT OF PARTNERSHIP
                            -------------------------

         Section 4.1.  Management.

                  (a) General Partner. The Developer Partner shall initially be
the sole General Partner. The General Partner shall manage the affairs of the
Partnership and make all decisions with regard thereto, except where (1) the
Limited Partner's approval is required under this Agreement or (2) the approval
of any of the Partners is expressly required by a non-waivable provision of
applicable law. The Limited Partner shall have sole authority to enforce any
agreement between the Partnership and the Developer Partner (or its Affiliates)
and to make all determinations on behalf of the Partnership with respect
thereto, which determinations shall be reasonably made.

                  (b) Actions Requiring Approval of the Limited Partner. Neither
the General Partner nor the Partnership may take any action described below (the
"Major Decisions") unless it has been approved in writing by the Limited Partner
(and any such action taken without Limited Partner's written consent shall be
null and void):

                           (1) Any sale, transfer, exchange, mortgage,
financing, hypothecation or encumbrance (except as otherwise provided in this
Agreement) of all or any part of the Project, or any lease of the entire
Project; however, the General Partner may make incidental sales, exchanges,
conveyances, or transfers of Partnership personalty or fixtures in the ordinary
course of business if such transaction, together with all other such
transactions in the calendar year in question, involves property having a value
or sales price of less than $25,000 in the aggregate. The Partners approve the
assumption by the Partnership of the Mortgage Loan and the Partners approve the
execution by the Partnership of any document necessary to evidence or secure the
obligation of the Partnership to assume, repay and secure the Mortgage Loan.
Notwithstanding the foregoing, if the Developer Partner is the General Partner,
no sale, transfer or exchange of the Project shall be permitted prior to and
including January 31, 2008.

                                      -11-

<PAGE>


                           (2) Determination of major accounting policies of the
Partnership, including selection of accounting methods and making various
decisions regarding treatment and allocation of transactions for federal and
state income, franchise or other tax purposes.

                           (3) Determination of the terms and conditions of all
borrowings of the Partnership and the identity of the lender thereof; guaranty
the debt of any other Person, or permit the Partnership to incur any debt or
other obligations other than Approved Loans or trade payables with respect to
the Project. The Limited Partner has approved the Mortgage Loan as a permitted
borrowing of the Partnership. Notwithstanding the provisions of Sections
4.1(b)(1), 4.1(b)(3) and 4.1(b)(7), the General Partner may at any time, without
the consent of the Limited Partner, cause the Partnership to refinance the
Mortgage Loan or any other Approved Loan with an institutional lender on terms
no less favorable than those in effect at the time of the refinance, so long as
(a) Limited Partner receives notice of such refinancing at least thirty (30)
days prior to closing and also receives copies of all loan document drafts prior
to closing and (b) such refinancing does not require payment of any prepayment
premium, yield maintenance fee or similar fee to the existing lender (which,
when considered together with all other terms of such refinancing, would result
in overall terms less favorable than those in effect at the time of such
refinance).

                           (4) Making any expenditure or incurring any
obligation by or for the Partnership in excess of 120% of the amount set forth
therefor on an Operating Budget; however, if emergency repairs to the Project
are necessary to avoid imminent danger of injury to the Project or to an
individual, the General Partner may cause the Partnership to make such
expenditures as may be necessary to alleviate such situation and shall promptly
notify the Limited Partner in writing of the event giving rise to such repairs
and the actions taken with respect thereto.

                           (5) Requiring Additional Capital Contributions.

                           (6) Approval of the execution of any lease of any
part or all of the Project, the form of lease agreements, guidelines for minimum
rental rates, minimum and maximum length of lease terms, brokerage commissions,
credit standing of tenants, and approval of any lease amendments which extend
the lease term by more than one year (unless the right to extend is set forth in
the lease), reduce the rent or give a tenant additional rights or options;
notwithstanding the foregoing, the Partnership shall be permitted (without the
consent of Limited Partner) to execute leases and lease amendments that (i) meet
the Lease Parameters and (ii) are on a form of lease or lease amendment that has
been approved by the Limited Partner. The Partnership may also execute lease
amendments without the written consent of the Limited Partner if the lease
amendment does not extend the lease term by more than one year.

                                      -12-
<PAGE>


                           (7) Approval of property manager, leasing agents,
management agreements, construction contracts, and brokerage agreements for the
Project; insurance coverages, the underwriters thereof and claims related
thereto; zoning changes, reciprocal operating agreements, cross-easement
agreements and similar agreements; annual Operating Budgets, including the
amount of reserves for capital improvements, replacements and purchases, tenant
improvements, and leasing commissions included in such Operating Budget;
material modifications of any of the foregoing; and all matters relating to the
Project's compliance with environmental, health, access, and other laws, if and
to the extent that any of the foregoing agreements or actions to be entered into
or taken by the Partnership shall be outside the ordinary course of business of
the Partnership (unless approval of a particular matter is required by another
express term of this Agreement), although General Partner shall provide Limited
Partner with copies of any of the foregoing items before finalizing such items
whether or not Limited Partner's approval is required; and provided further that
all insurance coverages shall comply with insurance required by any Mortgage
Loan and all liability policies shall name Limited Partner as an additional
insured.

                           (8) Using or referencing in any way the name of, or
any affiliation with, the Kimco Realty Corporation or any of its Affiliates in
any advertising.

                           (9) Taking of any legal action (including the filing
of any bankruptcy or insolvency proceeding by or an behalf of the Partnership),
except approval of the Partnership initiating action to collect rentals and
other amounts payable to the Partnership under leases and other occupancy
agreements affecting the Project and evicting tenants and terminating the leases
of tenants who are in default under their leases and defending against tenant
claims and liability claims for which the Partnership maintains insurance
(except that the Partnership may not terminate any lease of a tenant who is not
in default under its lease without the Limited Partner's written consent).

                           (10) Filing of any petition or consenting to the
filing of any petition that would subject the Partnership to a Bankruptcy.

                           (11) Entering into any agreement with the Developer
Partner or an Affiliate of the Developer Partner.

                                      -13-

<PAGE>


                           (12) Merging or consolidating the Partnership, with
or into any Person, or dissolving, terminating or liquidating the Partnership.

                           (13) Amend or terminate the Certificates.

                           (14) Permit the Partnership to enter into any leases
(or amendments of leases) of the Project or undertake any other activity if the
rent from Project leases would (assuming the Limited Partner were the sole owner
of the Project) fail to qualify as "rents from real property" (as such term is
defined in ss. 856 of the Code) or would subject Limited Partner or Kimco Realty
Corporation to taxes under sections 857 or 4981 of the Code. For example, a
"percentage rent" or other provision in a lease providing for payment of a
portion of rent based on the income or profits of a tenant, unless such clause
is based on a fixed percentage or percentages of gross receipts or gross sales,
would be prohibited unless consented to by the Limited Partner. (Such a
percentage rent clause may be based upon gross receipts or sales in excess of a
fixed dollar amount, but only if (i) the fixed dollar amount does not depend in
whole or in part on the income or profits of the tenant, and (ii) the percentage
and the fixed amount must be fixed at the time the lease is executed and may not
be renegotiated during the term of the lease).

                           (15) Permit the Partnership to approve a sublease of
the Project having any percentage rent clauses, other than percentage rent
clauses complying with the immediately preceding subparagraph 14.

                           (16) Engage directly in construction activities
without using an independent contractor or independent subcontractors (for
example, construction of tenant improvements) without the written consent of the
Limited Partner, unless the costs of such construction activities are within the
Approved Budget or are otherwise approved by the Limited Partner.

                           (17) Permit the Partnership to increase, modify,
consolidate, prepay, or extend any Approved Loan. Notwithstanding the provisions
of Sections 4.1(b)(1), 4.1(b)(3) and 4.1(b)(7), the General Partner may at any
time, without the consent of the Limited Partner, cause the Partnership to
refinance the Mortgage Loan or any other Approved Loan with an institutional
lender on terms no less favorable than those in effect at the time of the
refinance, so long as (a) Limited Partner receives notice of such refinancing at
least thirty (30) days prior to closing and also receives copies of all loan
document drafts prior to closing and (b) such refinancing does not require
payment of any prepayment premium, yield maintenance fee or similar fee to the
existing lender (which, when considered together with all other terms of such
refinancing, would result in overall terms less favorable than those in effect
at the time of such refinance).

                                      -14-

<PAGE>

                           (18) Make any loans to the Partnership, any Partner,
any Affiliate of a Partner, or any other party.

                           (19) Cause the Partnership to make any distribution
of property in kind to any Partner.

                           (20) Change the nature of the business conducted by
the Partnership.

                           (21) Take any action inconsistent with the
Certificate.

                  (c) Obligations of the General Partner. The General Partner
shall discharge its duties in a good and proper manner as provided for in this
Agreement. The General Partner, on behalf of the Partnership, shall in good
faith use all reasonable efforts to implement all Major Decisions approved by
the Limited Partner, enforce agreements entered into by the Partnership, and
conduct the ordinary business and affairs of the Partnership in accordance with
good industry practice and this Agreement. The General Partner shall not
delegate any of its rights or powers to manage and control the business and
affairs of the Partnership without the prior written consent of the Limited
Partner.

                  (d) Operating Budgets. The Partnership shall operate under an
annual Operating Budget, draft of which shall be prepared and submitted by the
General Partner to the Limited Partner for approval. After a draft annual
Operating Budget has been approved, the General Partner shall use diligent good
faith efforts to implement the Operating Budget on behalf of the Partnership and
may cause the Partnership to incur the expenditures and obligations therein
provided. Within 45 days after the date hereof the General Partner shall prepare
and submit to the Limited Partner for approval a proposed Operating Budget for
the period beginning with the anticipated acquisition date of the Project and
ending on December 31, 2003. If an Operating Budget is not approved by the
Limited Partner by the acquisition date of the Project, the General Partner may
incur commercially reasonable expenses to operate the Project; however, no
expenditures shall be made for capital items, to Affiliates of the Developer
Partner (other than payment of the Management Fee in accordance with the
Property Management Agreement), or in excess of $10,000 without the approval of
the Limited Partner. Thereafter, the General Partner shall deliver to the
Limited Partner for approval a proposed Operating Budget for each calendar year
by November 1 of the preceding calendar year. Provided that the Limited Partner
receives the proposed Operating Budget for each calendar year by November 1 of
the preceding calendar year, together with all supporting information necessary
for the Limited Partner to review the Operating Budget, the Limited Partner will
approve, reject, or provide changes to the Operating Budget by December 15 of
the year in which the proposed Operating Budget was submitted to the Limited
Partner. If an Operating Budget for any calendar year has not been approved by
January 1 of that year, the Partnership shall continue to operate under the
Operating Budget for the previous year with such adjustments as may be necessary
to reflect deletion of non-recurring expense items set forth on the previous
Operating Budget and increased insurance costs, taxes, utility costs, and debt
service payments; however, no payments or reimbursements to the Developer
Partner or any of its Affiliates (other than payment of the management fee in
accordance with the previous Operating Budget and reimbursements to the Property
General Partner for out-of-pocket expenses incurred in connection with the
Project and in accordance with the previous Operating Budget) nor capital
expenditures (other than deposits into the Capital Reserve) shall be made by the
Partnership for that year until an Operating Budget for such year is approved,
unless the Limited Partner specifically consents thereto in writing.
Notwithstanding anything to the contrary set forth in Section 4.1(d), although
the General Partner shall be required to submit an annual Operating Budget to
the Limited Partner, the General Partner shall only be required to obtain the
Limited Partner's consent to or approval of such Operating Budget if required
under the definition of "Operating Budget".

                                      -15-

<PAGE>


                  (e) Limited Partner. Whenever this Agreement requires the
consent or approval of the Limited Partner or the Partners to a certain matter,
the consent or approval of the Limited Partner shall not be effective without
the consent of the then general partner of the Limited Partner and of Kimco
Preferred Investor III, Inc. (a limited partner of the Limited Partner), its
successors and assigns. Whenever the Limited Partner is given the right to take
any action pursuant to this Agreement, such action must be approved by Kimco
Preferred Investor III, Inc., its successors and assigns.

         Section 4.2.  Meetings of Partners.

                  (a) Regular Meetings. The Partners shall hold annual meetings
after the General Partner submits an Operating Budget to the Limited Partner for
its review, to discuss the Project, and to discuss such other matters regarding
Partnership business as the Partners may elect. Any such meeting may be held by
phone with the written consent of the Limited Partner.

                  (b) Special Meetings. Special meetings of the Partners may be
called by the General Partner or by the Limited Partner at any time by
delivering at least two-business days' prior notice thereof to the other Partner
to discuss such matters regarding Partnership business as the Partners may
elect. Any such meeting may be held by phone with the written consent of the
Limited Partner.

                  (c) Procedure. Each Partnership meeting shall be held at the
principal place of business of the Partnership, unless the Partners otherwise
agree. Attendance of a Person at a meeting shall constitute a waiver of notice
of such meeting, unless such Person attends the meeting for the purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened. A Person may vote at such meeting by written
proxy executed by that Person and delivered to a General Partner or Partner. A
proxy shall be revocable unless it is stated to be irrevocable. Any action
required or permitted to be taken at such meeting may be taken without a
meeting, without prior notice, and without a vote if a consent or consents in
writing, setting forth the action so taken, is signed by the General Partner and
the Partners that would be necessary to take the action at a meeting at which
all Partners were present and voted. Any meeting may take place by means of
telephone conference, video conference, or similar communication equipment by
means of which all Persons participating therein can hear each other.

                                      -16-

<PAGE>


         Section 4.3.  Intentionally Omitted.

         Section 4.4. Removal of General Partner. The General Partner may be
removed by the Limited Partner as provided herein under the following
circumstances (each, which is not cured by the Developer Partner within the
period set forth herein, a "Removal Event"):

                  (a) A Transfer in violation of Section 3.2(a) occurs, or
Developer Partner (1) commits a criminal act (which has an adverse effect on the
Partnership or the Limited Partner), (2) misapplies any funds derived from the
Project, including security deposits, insurance proceeds or condemnation awards,
which action has an adverse effect on the Partnership or the Limited Partner;
(3) commits fraud, misrepresentation, gross negligence or willful misconduct
(which has an adverse effect on the Partnership or the Limited Partner); (4)
fails to maintain insurance as required by this Agreement or to pay or provide
for payment of any taxes or assessments affecting the Project provided that
funds are available to the Partnership with which to do so (which has an adverse
effect on the Partnership or the Limited Partner); or (5) intentionally damages
or destroys the Project, or any part thereof not covered by insurance.

                  (b) Failure of the Developer Partner to make Additional
Capital Contributions so that the outstanding aggregate amount of all unpaid
Additional Capital Contributions of the Developer Partner exceed $50,000.

                  (c) Bankruptcy of the Partnership.

                  (d) The liquidation or dissolution of the General Partner.

                  (e) Bankruptcy of the General Partner (a "Bankruptcy Removal
Event").

                                      -17-

<PAGE>

                  (f) The occurrence of a material default by an Affiliate of
the Developer Partner under any management or other service contract between the
Partnership and an Affiliate of the Developer Partner and the General Partner's
failure within thirty (30) days of the giving of notice thereof by the Limited
Partner to the Developer Partner to cause such contract to be terminated and
replaced with a contract with a non-affiliated third party.

                  (g) A Major Decision is made or taken without Limited
Partner's written consent (and, in the case of Major Decisions specified in
clauses (2), (4), (6), (7), (9) or (16) taken without Limited Partner's written
consent, there is an adverse effect to either the Partnership or Limited Partner
as a result of the action so taken).

                  (h) The Partnership fails to make a distribution to Limited
Partner as and when required pursuant to Sections 8.1 or 8.2.

                  (i) The material breach by Developer Partner of a covenant set
forth in this Agreement, the breach of which is not otherwise specified in this
Section 4.4.

                  (j) Intentionally Omitted.

                  (k) A Removal Event (as defined in the Fairport Partnership
Agreement) shall occur and be continuing.

                  If Limited Partner shall have reasonably determined that a
Removal Event has occurred, Limited Partner shall give written notice thereof to
Developer Partner together with a detailed specification of the claimed Removal
Event and the circumstances thereof. If such Removal Event shall be reasonably
susceptible of cure, Developer Partner shall have the right to cure such Removal
Event within the thirty (30) day period following receipt of notice thereof from
the Limited Partner. Notwithstanding anything in this paragraph to the contrary,
however, (i) no cure rights shall be available with respect to Removal Events
specified in Sections 4.4(a)(1), (2), (3) and (5) and Sections 4.4(c), (e) or
(k) and (ii) if the notice is given by Preferred Member with respect to a
Removal Event specified in Section 4.4(a)(4) or 4.4(h) the cure period shall be
5 business days. If Developer Partner shall fail to cure such Removal Event
within such thirty (30) day period, then, subject to the rights of Developer
Partner and Limited Partner to cause such matter to be submitted to arbitration,
the Limited Partner may remove Developer Partner as the General Partner, in
which event (i) the Limited Partner may appoint itself or an Affiliate of the
Limited Partner, or a third party, as General Partner. If the Removal Event
arises because of an event specified in Sections 4.4 (a)(1), (2), (3) or (5),
4.4(g) (which has an adverse effect on the Partnership or Limited Partner), or
4.4(h) of this Agreement or the Fairport Partnership Agreement, the Limited
Partner may at any time elect (by written notice to the Developer Partner) to
purchase the Partnership Interest of the Developer Partner for a purchase price
equal to the difference between (A) the lesser of (i) an amount which the
Developer Partner would receive if the Project were sold for its fair market
value (less Imputed Closing Costs), or (ii) the unreturned Capital Contributions
of the Developer Partner, less (B) all damages and costs incurred by the
Partnership in connection with such Removal Event.

                                      -18-

<PAGE>

                  The fair market value of the Project shall be determined by
the Limited Partner and the Developer Partner (or its representative) within 30
days after the Limited Partner elects to purchase such Partnership Interest. If
such Persons are unable to agree on the fair market value of the Project, the
Limited Partner, by notice to the Developer Partner (or its representative), may
require the determination of the fair market value to be made by an independent
appraiser specified in that notice. If the Person receiving that notice objects
to the independent appraiser designated therein within ten days after it
receives such notice and the Limited Partner and such Person fail to agree on an
independent appraiser, then either may request that the New York City, New York
office of the American Arbitration Association (the "AAA") designate an
independent appraiser, in which case the selection of the appraiser by the AAA
shall be binding on the parties. The determination of the selected appraiser
shall be final and binding on all parties. The Partnership shall pay the cost of
the appraisal. The closing of such transaction shall occur within 30 days after
the purchase price for the Partnership Interest in question is finally
determined.

                  If Limited Partner desires to remove Developer Partner as the
General Partner because a Removal Event (other than a Removal Event specified in
Section 4.4(k)) has occurred, then either the Developer Partner or the Limited
Partner shall have the right to require (by written notice to the other Partner)
that the issue of whether or not a Removal Event has occurred be submitted to
binding arbitration. The sole parties to such arbitration shall be the Developer
Partner and Limited Partner. The sole issues to be submitted to and determined
by such arbitration is whether or not a Removal Event has occurred, or, if a
Removal Event has occurred, whether mitigating factors exist sufficient to allow
Developer Partner to remain as the General Partner notwithstanding the
occurrence of such Removal Event (and in the case of any election by the Limited
Partner to purchase the Developer Partner's Partnership Interest (if
applicable), whether mitigating factors exist sufficient to deny the Limited
Partner the right to exercise such election). The arbitration shall be handled
in the following manner:

                           (i) The matter shall be submitted to binding
arbitration in New York City, New York in accordance with the rules of the AAA
then in effect, except as otherwise set forth in this Agreement. A single
arbitrator (not affiliated with any firm or organization providing services to
either party or their Affiliates) shall be selected.


                                      -19-
<PAGE>

                           (ii) Each party shall have the right to take limited
discovery, which shall in all event be completed within 60 days of the date
arbitration has been requested by either party, unless the other party shall
fail to cooperate in the taking of such discovery.

                           (iii) The matter shall be decided based on briefs and
affidavits submitted to the arbitrator, and without any testimony of live
witnesses, unless the arbitrator desires in its sole discretion to have a
hearing with witnesses.

                           (iv) The decision of the arbitrator shall be final
and non-appealable.

                           (v) Each party shall pay (x) its own attorneys' fees
and costs in submitting the matter to arbitration and (y) 50% of the fees of the
arbitrator. The losing party shall reimburse the prevailing party for any AAA
filing fees paid by the prevailing party and any arbitration order shall so
state the foregoing.

                           (vi) If the arbitrator decides that a Removal Event
has occurred without mitigating factors, the arbitrator shall enter an order (x)
declaring that a Removal Event has occurred, and (y) with the prevailing party's
consent, declaring that the Developer Partner shall cease to be the General
Partner of the Partnership and Limited Partner (or its designee) shall be the
new managing Partner. The arbitrator shall have the power to order injunctive
relief consistent with the foregoing.

                           (vii) The arbitrator shall not have any power to
enter any damage award except as specified in subsection (e) above.

                           Even if the parties elect to proceed to arbitration
concerning whether or not a Removal Event has occurred, either Partner shall be
permitted to pursue other remedies (at law or equity) permitted by this
Agreement for breach by the other Partner of its obligations hereunder.

                           If the Developer Partner is ever removed as the
General Partner, the Developer Partner shall have all rights of a limited
partner specified in the Act.

         Section 4.5. Reimbursement of Expenses. Each Partner shall be
reimbursed for all out-of-pocket expenses actually incurred by it directly in
conjunction with the business and affairs of the Partnership (including travel
costs, telephone costs, and similar expenses, but excluding any salary expenses,
employee expenses, and administrative expenses even if such excluded expenses
are incurred in connection with (or allocable to) Partnership business), to the
extent set forth on an Operating Budget or as otherwise approved in writing by
the Limited Partner. Upon request, the General Partner shall provide reasonable
supporting verification to the other Partners for all expenditures for which any
reimbursement is requested. The General Partner shall at all times maintain
insurance in amounts required by the Mortgage Loan provided that there are funds
available to the Partnership with which to do so and if there are no such funds
to do so General Partner shall give immediate written notice to Limited Partner
(but if the cost thereof exceeds by more than 10% the budgeted amount therefor
in an Operating Budget, the Developer Partner shall notify Limited Partner in
writing before paying the cost thereof).

                                      -20-

<PAGE>


         Section 4.6. Compensation of General Partner. Except for expense
reimbursements set forth in Section 4.5, no compensatory payment shall be made
by the Partnership to the General Partner or any Partner for the services to the
Partnership of such General Partner, Partner or any Partner or employee of such
Partner.

         Section 4.7.  Transactions with Affiliates.

                  (a) General. When any service or activity to be performed on
behalf of the Partnership is performed by an Affiliate of a Partner, the fee
payable for such service or activity shall not exceed the fee which would be
payable by the Partnership to an unaffiliated third party of comparable standing
providing the same services.

                  (b) Termination of Agreements with Affiliates. If the
Developer Partner is removed as General Partner as a result of the occurrence of
a Removal Event, then the Partnership may terminate all agreements with
Developer Partner's Affiliates without penalty or fee, and all such agreements
must contain a provision that allows for the exercise of the right of
termination under this Section 4.7(b). The Limited Partner may enforce this
provision on behalf of the Partnership.

         Section 4.8. Property Management Agreement. The Partnership is
contemporaneously entering into a Property Management Agreement ("Management
Agreement") with Brentway Management LLC ("Property Manager"), an Affiliate of
the Developer Partner, under which Property Manager shall manage and lease the
Project. The Management Agreement will provide that Property Manager shall be
paid fees more particularly set forth in the Management Agreement. The General
Partner or an Affiliate shall also be entitled to a fee on a sale or refinancing
equal to .75% of the sale price or refinance amount, as the case may be, subject
to a total cap on fees to third parties and the General Partner or its Affiliate
of 1.5% (for example, if an outside broker's fee is 1.5%, no fee shall be
payable to the General Partner or its Affiliate).

                                      -21-

<PAGE>


         Section 4.9. Indemnification; Reimbursement of Expenses; Insurance. To
the fullest extent permitted by the Act: the Partnership shall hold harmless,
indemnify and defend the General Partner from all losses, liabilities, claims,
damages, expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements of any kind or nature whatsoever, including the reasonable fees
and actual expenses of the General Partner's counsel, which arise, result from
or relate to any threatened, pending or completed action, suit or proceeding
("Proceeding"), relating to the ownership or operation of the Project or the
business of the Partnership (other than claims and liabilities excluded below),
including, without limitation, expenses incurred by the General Partner (1) in
advance of the final disposition of any Proceeding to which such General Partner
was, is or is threatened to be made a party, and (2) in connection with its as a
witness or other participation in any Proceeding. The foregoing indemnity shall
also extend to any Affiliate of the General Partner (including Cedar Income Fund
Partnership, L.P. and Cedar Income Fund Ltd.) which may execute an environmental
indemnity in favor of the holder of the Mortgage Loan such that such Affiliate
shall be reimbursed by the Partnership (prior to distributions to Partners) for
any amount paid on account of such environmental indemnity. The foregoing
indemnity shall also extend to any brokerage commissions or finder's fees
claimed by any broker or other party against the General Partner in connection
with the Project, or any of the transactions contemplated by this Agreement. The
Partnership shall indemnify and advance expenses to an Officer, employee or
agent of the Partnership to the same extent and subject to the same conditions
under which it may indemnify and advance expenses to General Partners under the
preceding sentence. The provisions of this Section 4.9 shall not be exclusive of
any other right under any law, provision of the Certificate or this Agreement,
or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to
actions constituting gross negligence, willful misconduct or bad faith, or
involving a breach of this Agreement, but shall apply to actions constituting
simple negligence. The Partnership may purchase and maintain insurance to
protect itself and any General Partner, officer, employee or agent of the
Partnership, whether or not the Partnership would have the power to indemnify
such Person under this Section 4.9. This indemnification obligation shall be
limited to the assets of Partnership and no Partner shall be required to make a
Capital Contribution in respect thereof.

         Section 4.10. Other Business Activities. Subject to the other express
provisions of this Agreement, each Partner, General Partner, Officer or
Affiliate thereof may engage in and possess interests in other business ventures
of any and every type and description, independently or with others, including
ones in direct or indirect competition with the Partnership, with no obligation
to offer to the Partnership or any other Partner, General Partner or Officer the
right to participate therein or to account therefor. The Partnership may
transact business with any Partner, General Partner, Officer or Affiliate
thereof, subject to the approval rights of the Limited Partner described herein,
provided the terms of those transactions are no less favorable than those the
Partnership could obtain from unrelated third parties. Each Partner and its
Affiliates has numerous ownership interests in other real estate projects and
neither Partner shall be required to offer any business opportunity or interest
to the Partnership.


                                      -22-

<PAGE>

         Section 4.11. Indemnification of Limited Partner. The Partnership shall
indemnify, defend and hold Limited Partner harmless from and against any and all
losses, liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments, suits, costs or disbursements of any kind or nature whatsoever,
including the reasonable fees and actual expenses of Limited Partner's counsel,
arising in connection with (1) any investigative, administrative, mediation,
arbitration, or judicial proceeding, commenced or threatened at any time against
Limited Partner (whether or not the Partnership is a party thereto), in any way
related to the execution, delivery or performance of this Agreement or to the
Project, and (2) any proceeding instituted by the seller of the Project against
Limited Partner (whether or not the Partnership is a party thereto), and (3) any
brokerage commissions or finder's fees claimed by any broker or other party
against Partnership or Limited Partner in connection with the Project, or any of
the transactions contemplated by this Agreement. Limited Partner shall not be
entitled to indemnification to the extent any of the foregoing are caused solely
by the Limited Partner's gross negligence or willful misconduct. This
indemnification obligation shall be limited to the assets of Partnership and no
Partner shall be required to make a Capital Contribution in respect thereof.

                                    ARTICLE 5

                            ACCOUNTING AND REPORTING
                            ------------------------

         Section 5.1.  Fiscal Year, Accounts, Reports.

                  (a) The fiscal year of the Partnership shall be the calendar
year.

                  (b) The books of account of the Partnership shall be kept and
maintained (at Partnership expense) by the General Partner on an accrual basis
in accordance with GAAP. The Partnership shall report its operations for tax
purposes on an accrual basis. The General Partner shall prepare a reconciliation
of such books and records to cash receipts and disbursements. The books of
account shall be kept at the principal place of business of the Partnership, and
shall at all times be available for inspection by the Partners. All
distributions of Net Cash Flow and Capital Proceeds shall be accompanied by
income statements prepared by the General Partner setting forth in detail the
calculation of the amount of each such distribution.

                                      -23-

<PAGE>

                  (c) The General Partner shall, at Partnership expense, furnish
to the Partners (1) on or before the 30th day after the end of each calendar
quarter, an unaudited statement setting forth and describing in reasonable
detail the receipts and expenditures of the Partnership during the preceding
month and comparing the results of operations of the Partnership for such month
and for the year to date to the appropriate Operating Budget, (2) on or before
90 days after the end of each fiscal year, a balance sheet of the Partnership
dated as of the end of such fiscal year, a statement of the Partners' Capital
Accounts, a statement of Net Cash Flow, and a statement setting forth the
Profits and Losses for such fiscal year, audited by an independent firm of
certified public accountants as selected by the General Partner and approved by
the Limited Partner (the Limited Partner hereby approves Ernst & Young, LLP as
the initial certified public accounting firm for the Partnership), and unaudited
statements of the foregoing for the prior calendar year shall be sent to the
Partners within 60 days following the end of each calendar year, and (3) from
time to time, all other information relating to the Partnership and the business
and affairs of each, reasonably requested by any Partner.

                  (d) Each Partner, at its expense, may at all reasonable times
during usual business hours audit, examine, and make copies of or extracts from
the books of account records, files, and bank statements of the Partnership.
Such right may be exercised by any Partner, or by its designated agents or
employees.

         Section 5.2. Bank Accounts. The General Partner shall open and maintain
(in the name of the Partnership) a special bank account or accounts in a bank or
savings and loan association, the deposits of which are insured, up to the
applicable limits, by an agency of the United States government, in which shall
be deposited all funds of the Partnership.

         Section 5.3. Financial Accounting Matters . The method by which the
financial statements of the Partnership shall be prepared (including the
allocation of all revenues and expenses, including depreciation, to the
respective Partner's Capital Accounts) shall be such reasonable method as is
employed by the General Partner for other properties of which it shall be the
owner or the general partner or managing Partner thereof.

                                    ARTICLE 6

                              CAPITAL CONTRIBUTIONS
                              ---------------------

          Section 6.1. Initial Capital Contributions. The Developer Partner has
contributed cash of $___________ to the Partnership on the date hereof which
shall constitute the Developer Partner's initial Capital Contribution.

                                      -24-

<PAGE>


         The Limited Partner has contributed cash of $____________ to the
Partnership on the date hereof which shall constitute the Limited Partner's
initial Capital Contribution.

         Section 6.2. Additional Capital Contributions. After the initial
Capital Contributions have been made, each Member shall make Capital
Contributions to the Partnership in proportion to their respective Capital
Sharing Ratios as may be approved by the General Partner and the Limited Partner
for the conduct of the Partnership's business, maintenance of its assets, and
discharge of its liabilities. Each additional contribution made under this
Section 6.2 is an "Additional Capital Contribution".

         Section 6.3. Return of Contributions. Except as expressly provided
herein, no Partner shall be entitled to (a) the return of any part of its
Capital Contributions, (b) any interest in respect of any Capital Contribution,
or (c) the fair market value of its Partnership Interest in connection with a
withdrawal from the Partnership or otherwise. Unrepaid Capital Contributions
shall not be a liability of the Partnership or of any Partner. No Partner shall
be required to contribute or lend any cash or property to the Partnership to
enable the Partnership to return any Partner's Capital Contributions to the
Partnership.

         Section 6.4. Partner Loans. If the Partnership shall have insufficient
cash to pay its obligations, any Partner, with the approval of the Limited
Partner and the General Partner, may advance such funds for the Partnership on
such terms and conditions as the lending Partner, the Limited Partner, and the
General Partner may determine. Each such advance shall constitute a loan from
such Partner to the Partnership and shall not constitute a Capital Contribution.

         Section 6.5. Balances. The Partnership's books and records shall
contain entries indicating the type and amount of Capital Contributions made to
the Partnership.

                                    ARTICLE 7

                              THIRD PARTY FINANCING
                              ---------------------

         Section 7.1. Initial Financing. The Partnership approves borrowing
pursuant to the Mortgage Loan. The Mortgage Loan is secured by a first-priority
mortgage lien on the Project. General Partner shall deliver (or cause to be
delivered to Limited Partner) to the Limited Partner all notices,
correspondence, and information delivered by the holder (or servicer) of the
Mortgage Loan to the Partnership.

                                      -25-

<PAGE>

                                    ARTICLE 8

                                  DISTRIBUTIONS
                                  -------------

          Section 8.1. Distribution of Net Cash Flow. The Net Cash Flow for each
calendar quarter shall be distributed to the Partners on or before the 10th day
following the end of each calendar quarter as follows: 1% to the Developer
Partner and 99% to the Limited Partner.

          Section 8.2. Distribution of Capital Proceeds. Capital Proceeds of the
Partnership shall be distributed to the Partners within 10 days following
receipt by the Partnership of such Capital Proceeds as follows: 1% to the
Developer Partner and 99% to the Limited Partner.

          Section 8.3. Statements. All distributions of Net Cash Flow and
Capital Proceeds shall be accompanied by income statements setting forth in
detail the calculation of the amount of each such distribution.

                                    ARTICLE 9

                 CAPITAL ACCOUNTS, ALLOCATIONS, AND TAX MATTERS
                 ----------------------------------------------

          Section 9.1. Capital Accounts.

                  (a) Establishment and Maintenance. A separate capital account
("Capital Account") will be maintained for each Partner in accordance with
Regulations 1.704-1(b)(iv). The General Partner shall establish and maintain a
single Capital Account for each Partner which reflects each Partner's Capital
Contributions to the Partnership. Each Capital Account shall also reflect the
allocations and distributions made pursuant to Article 8 and otherwise be
adjusted in accordance with Code Section 704 and the principles set forth in
Treasury Regulations Sections 1.704-1(b) and 1.704-2. In applying such
principles, any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 704(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i) shall be allocated among the Partners
in proportion to their respective Sharing Ratios. The Partners intend that the
Partnership be treated as a partnership for tax purposes.

         The Capital Accounts will be adjusted as follows:

                  (1) Each Partner's Capital Account will be credited with the
Partner's Capital Contributions, the Partner's distributive share of Profits,
any items in the nature of income or gain that are specially allocated to the
Partner under Sections 9.4(c), 9.4(d), or 9.4(e), and the amount of any
Partnership liabilities that are assumed by the Partner or secured by any
Partnership property distributed to the Partner.

                                      -26-

<PAGE>


                  (2) Each Partner's Capital Account will be debited with the
amount of cash and the Gross Asset Value of any Partnership property distributed
to the Partner under any provision of this Agreement, the Partner's distributive
share of Losses, any items in the nature of deduction or loss that are specially
allocated to the Partner under Sections 9.4(c), 9.4(d) or 9.4(e), and the amount
of any liabilities of the Partner assumed by the Partnership or which are
secured by any property contributed by the Partner to the Partnership.

                  (b) Initial Capital Accounts. The initial Capital Account
balance of each Partner equals the amount of cash contributed by each Partner as
its Initial Capital Contribution, which balances have been determined in
accordance with the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(f).

                  (c) Transfer. If any interest in the Partnership is
transferred in accordance with the terms of this Agreement, the transferee will
succeed to the Capital Account of the transferor to the extent it relates to the
transferred interest.

                  (d) Modifications by General Partner. The provisions of this
Section 9.2 and the other provisions of this Agreement relating to the
maintenance of Capital Accounts have been included in this Agreement to comply
with Section 704(b) of the Code and the Regulations promulgated thereunder and
will be interpreted and applied in a manner consistent with those provisions and
the Regulations. The General Partner may, with the consent of the Limited
Partner, modify the manner in which the Capital Accounts are maintained under
this Section 9.2 to comply with those provisions and the Regulations, as well as
upon the occurrence of events that might otherwise cause this Agreement not to
comply with those provisions and the Regulations; however, without the unanimous
consent of all Partners, the General Partner may not make any modification to
the way Capital Accounts are maintained if such modification would have the
effect of changing the amount of distributions to which any Partner would be
entitled during the operation, or upon the liquidation, of the Partnership.

         Section 9.2. Adjustment of Gross Asset Value. "Gross Asset Value", with
respect to any asset, is the adjusted basis of that asset for federal income tax
purposes, except as follows:

                  (a) The initial Gross Asset Value of any asset contributed (or
deemed contributed under Regulations Section 1-708-1(b)(1)(iv) by a Partner to
the Partnership will be the fair market value of the asset on the date of the
contribution, as determined by the General Partner and the Limited Partner.

                  (b) The Gross Asset Values of all assets will be adjusted to
equal the respective fair market values of the assets, as determined by the
General Partner and the Limited Partner, as of (1) the acquisition of an
additional interest in the Partnership by any new or existing Partner in
exchange for more than a de minimis capital contribution, (2) the distribution
by the Partnership to a Partner of more than a de minimis amount of Partnership
property as consideration for an interest in the Partnership if an adjustment is
necessary or appropriate to reflect the relative economic interests of the
Partners in the Partnership, and (3) the liquidation of the Partnership within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(g).

                                      -27-

<PAGE>


          (c) The Gross Asset Value of any asset distributed to any Partner will
be the gross fair market value of the asset on the date of distribution as
approved by General Partner and Limited Partner.

          (d) The Gross Asset Values of assets will be increased or decreased to
reflect any adjustment to the adjusted basis of the assets under Code Section
734(b) or 743(b), but only to the extent that the adjustment is taken into
account in determining Capital Accounts under Regulations Section
1.704-1(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted
under this Section 9.2 to the extent that the General Partner determines that an
adjustment under Section 9.2(b) is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment under this Section
9.2(d).

          (e) After the Gross Asset Value of any asset has been determined or
adjusted under Section 9.2(a), 9.2(b) or 9.2(d), Gross Asset Value will be
adjusted by the Depreciation taken into account with respect to the asset for
purposes of computing Profits or Losses.

          Section 9.3. Profits, Losses and Distributive Shares of Tax Items.

                           (a) Profits (other than from Capital Transactions).
Except as otherwise provided in Sections 9.3(d), 9.3(e) and 9.3(f), and except
as otherwise provided in Article 10 (relating to allocation of Profits upon
dissolution), Profits for any taxable year (other than those arising from a
Capital Transaction) shall be allocated to the Partners in accordance with their
respective Sharing Ratios.

                  (1) (b) Profits (from Capital Transactions). Except as
otherwise provided in Sections 9.3(c), 9.3(d), 9.3(e) and 9.3(f), and except as
otherwise provided in Article 10 (relating to allocation of Profits upon
dissolution), Profits for any taxable year arising from a Capital Transaction
shall be allocated to the Partners in accordance with their respective Sharing
Ratios.

                                      -28-
<PAGE>


                  (c) Losses. Except as otherwise provided in Sections 9.3(d),
9.3(e), and 9.3(f), Losses for any taxable year shall be allocated in the
following manner:

                           (1) First, to the Partners in proportion to their
respective adjusted Capital Account balances, but not in excess of the adjusted
Capital Account balance of each such Partner before the allocation provided for
in this Section 9.3(c)(1); and

                           (2) thereafter, to the Partners with positive Capital
Account balances (in proportion to such balances) to the extent further
allocations of Losses to a Partner under this Section 9.3(c) would cause such
Partner to have an Adjusted Capital Account Deficit.

                  (d) Special Allocations. The following special allocations
will be made in the following order and priority before allocations of Profits
and Losses:

                           (1) Partnership Minimum Gain Chargeback. If there is
a net decrease in Partnership Minimum Gain during any taxable year or other
period for which allocations are made, before any other allocation under this
Agreement, each Partner will be specially allocated items of Partnership income
and gain for that period (and, if necessary, subsequent periods) in proportion
to, and to the extent of, an amount equal to such Partner's share of the net
decrease in Partnership Minimum Gain during such year determined in accordance
with Regulations Section 1.704-2(g)(2). The items to be allocated will be
determined in accordance with Regulations Sections 1.704(2)(f)(6) and
1.704-2(j)(2). This Section 9.3(d)(1) is intended to comply with the Partnership
Minimum Gain chargeback requirements of the Regulations, will be interpreted
consistently with the Regulations and will be subject to all exceptions provided
therein.

                           (2) Partner Nonrecourse Debt Minimum Gain Chargeback.
Notwithstanding any other provision of this Section 9.3 (other than Section
9.3(d)(1) which shall be applied first), if there is a net decrease in Partner
Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt during
any taxable year or other period for which allocations are made, any Partner
with a share of such Partner Nonrecourse Debt Minimum Gain (determined under
Regulations Section 1.704-2(i)(5)) as of the beginning of the year will be
specially allocated items of Partnership income and gain for that period (and,
if necessary, subsequent periods) in an amount equal to such Partner's share of
the net decrease in the Partner Nonrecourse Debt Minimum Gain during such year
determined in accordance with Regulations Section 1.704-2(i)(4). The items to be
so allocated will be determined in accordance with Regulations Sections
1.704-2(i)(4) and 1.704-2(j)(2). This Section 9.3(d)(2) is intended to comply
with the Partner Nonrecourse Debt Minimum Gain chargeback requirements of the
Regulations, will be interpreted consistently with the Regulations and will be
subject to all exceptions provided therein.

                                      -29-

<PAGE>


                           (3) Qualified Income Offset. A Partner who
unexpectedly receives any adjustment, allocation or distribution described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially
allocated items of Partnership income and gain in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted
Capital Account Deficit of the Partner as quickly as possible.

                           (4) Nonrecourse Deductions. Nonrecourse Deductions
for any taxable year or other period for which allocations are made will be
allocated among the Partners in proportion to their respective Sharing Ratios.

                           (5) Partner Nonrecourse Deductions. Notwithstanding
anything to the contrary in this Agreement, any Partner Nonrecourse Deductions
for any taxable year or other period for which allocations are made will be
allocated to the Partner who bears the economic risk of loss with respect to the
Partner Nonrecourse Debt to which the Partner Nonrecourse Deductions are
attributable in accordance with Regulations Section 1.704-2(i).

                           (6) Code Section 754 Adjustments. To the extent an
adjustment to the adjusted tax basis of any Partnership asset under Code
Sections 734(b) or 743(b) is required to be taken into account in determining
Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of
the adjustment to the Capital Accounts will be treated as an item of gain (if
the adjustment increases the basis of the asset) or loss (if the adjustment
decreases the basis), and the gain or loss will be specially allocated to the
Partners in a manner consistent with the manner in which their Capital Accounts
are required to be adjusted under Regulations Section 1.704-1(b)(2(iv)(m).

                  (e) Curative Allocations. The allocations set forth in Section
9.3(d) (the "Regulatory Allocations") are intended to comply with certain
requirements of the Regulations. The Regulatory Allocations may effect results
which would be inconsistent with the manner in which the Partners intend to
divide Partnership distributions. Accordingly, the General Partner is authorized
to divide other allocations of Profits, Losses, and other items among the
Partners, to the extent that they exist, so that the net amount of the
Regulatory Allocations and the special allocations to each Partner is zero. The
General Partner will have discretion to accomplish this result in any reasonable
manner that is consistent with Code Section 704 and the related Regulations.

                                      -30-
<PAGE>


                  (f) Tax Allocations--Code Section 704(c). For federal, state
and local income tax purposes, Partnership income, gain, loss, deduction or
expense (or any item thereof) for each fiscal year shall be allocated to and
among the Partners to reflect the allocations made pursuant to the provisions of
this Section 9.3 for such fiscal year. In accordance with Code Section 704(c)
and the related Regulations, income, gain, loss and deduction with respect to
any property contributed to the capital of the Partnership, solely for tax
purposes, will be allocated among the Partners so as to take account of any
variation between the adjusted basis to the Partnership of the property for
federal income tax purposes and the initial Gross Asset Value of the property
(computed in accordance with Section 9.2). If the Gross Asset Value of any
Partnership asset is adjusted under Section 9.2(b), subsequent allocations of
income, gain, loss and deduction with respect to that asset will take account of
any variation between the adjusted basis of the asset for federal income tax
purposes and its Gross Asset Value in the same manner as under Code Section
704(c) and the related Regulations. Any elections or other decisions relating to
allocations under this Section 9.3(f) will be made in any manner that the
General Partner determines reasonably reflects the purpose and intention of this
Agreement as consented to by the Partners. Allocations under this Section 9.3(f)
are solely for purposes of federal, state and local taxes and will not affect,
or in any way be taken into account in computing, any Partner's Capital Account
or share of Profits, Losses or other items or distributions under any provision
of this Agreement.

                  (g) Reporting. Partners shall be bound by the provisions of
this Section 9.3(g) in reporting their shares of Partnership income and loss for
income tax purposes.

         Section 9.4. Tax Returns. The General Partner shall cause to be
prepared and filed (but no filing shall be made until the Limited Partner has
approved in writing such tax returns) all necessary federal and state income tax
returns for the Partnership, including making the elections described in Section
9.5. Each Partner shall furnish to the General Partner all pertinent information
in its possession relating to Partnership operations that is necessary to enable
such income tax returns to be prepared and filed.

         Section 9.5. Tax Elections. The following elections shall be made on
the appropriate returns of the Partnership:

                  (a) to adopt the calendar year as the Partnership's fiscal
year;

                  (b) to adopt the accrual method of accounting and to keep the
Partnership's books and records on the accrual method;

                                      -31-
<PAGE>


                  (c) if there is a distribution of Partnership property as
described in section 734 of the Code or if there is a transfer of a Partnership
interest as described in section 743 of the Code, upon written request of any
Partner, to elect, pursuant to section 754 of the Code, to adjust the basis of
Partnership properties; and

                  (d) to elect to amortize the organizational expenses of the
Partnership ratably over a period of 60 months as permitted by section 709(b) of
the Code.

                  No election shall be made by the Partnership or any Partner to
be excluded from the application of the provisions of subchapter K of chapter 1
of subtitle A of the Code or any similar provisions of applicable state laws.

          Section 9.6. Tax Matters Partner. The Partner serving as General
Partner shall be the "tax matters partner" of the Partnership pursuant to
section 6231(a)(7) of the Code. As tax matters partner, such Partner shall take
such action as may be necessary to cause each other Partner to become a "notice
partner" within the meaning of section 6223 of the Code. Such Partner shall
inform each other Partner of all significant matters that may come to its
attention in its capacity as tax matters partner by giving notice thereof within
ten days after becoming aware thereof and, within such time, shall forward to
each other Partner copies of all significant written communications it may
receive in such capacity. Such Partner shall not take any action contemplated by
sections 6222 through 6232 of the Code without the consent of the Limited
Partner. This provision is not intended to authorize such Partner to take any
action left to the determination of an individual Partner under sections 6222
through 6232 of the Code.

          Section 9.7. Allocations on Transfer of Interests. All items of
income, gain, loss, deduction, and credit allocable to any interest in the
Partnership that may have been transferred shall be allocated between the
transferor and the transferee based upon the closing of the books method, unless
the transferor and transferee otherwise agree.

          Section 9.8. Sharing of Company Nonrecourse Debt. Solely for purposes
of determining a Partner's proportionate share of the "excess nonrecourse
liabilities" of the Company within the meaning of Regulations Section
1.752-3(a), the Partners' interests in Company profits are in proportion to
their Sharing Ratios.

          Section 9.9. Intent of Allocations. The parties intend that the
foregoing tax allocation provisions of this Article 9 shall produce final
Capital Account balances of the Partners such that distributions made in
accordance with Section 10.2(c)(2) (after unpaid loans and interest thereon,
including those owed to Partners have been paid) are made in accordance with
final Capital Account balances. To the extent that the tax allocation provisions
of this Article 9 would fail to produce such final Capital Account balances, (i)
such provisions shall be amended by the General Partner (with the Limited
Partner's written consent) if and to the extent necessary to produce such result
and (ii) taxable income and taxable loss of the Partnership for prior open years
(or items of gross income and deduction of the Partnership for such years) shall
be reallocated by the General Partner among the Partners (with the Limited
Partner's written consent) to the extent it is not possible to achieve such
result with allocations of items of income (including gross income) and
deduction for the current year and future years, as approved by the General
Partner and Limited Partner. This Section 9.9 shall control notwithstanding any
reallocation or adjustment of taxable income, taxable loss, or items thereof by
the Internal Revenue Service or any other taxing authority.

                                      -32-

<PAGE>

                                   ARTICLE 10

              WITHDRAWAL, DISSOLUTION, LIQUIDATION, AND TERMINATION
              -----------------------------------------------------

         Section 10.1. Dissolution, Liquidation, and Termination Generally. The
Partnership shall be dissolved (but not prior to payment in full of the Mortgage
Loan) upon the first to occur of any of the following:

                  (a) the first day of the first taxable year of the Partnership
following the taxable year in which occurs the sale or disposition of all of the
assets of the Partnership and the receipt, in cash, of all consideration
therefor unless all the Partners elect not to dissolve the Partnership;

                  (b) the determination of the General Partner and the Limited
Partner to dissolve the Partnership; or

                  (c) the occurrence of any event which, as a matter of law,
requires that the Partnership be dissolved (other than a Bankruptcy of a Partner
which shall not dissolve the Partnership).

          Section 10.2. Liquidation and Termination. Upon dissolution of the
Partnership, unless it is continued as provided above, the General Partner shall
act as liquidator or may appoint one or more other Persons as liquidator;
however, if the Partnership is dissolved because of an event occurring with
respect to the General Partner, the liquidator shall be one or more Persons
selected in writing by the other Partner. The liquidator shall proceed
diligently to wind up the affairs of the Partnership and make final
distributions as provided herein. The costs of liquidation shall be a
Partnership expense. Until final distribution, the liquidator shall continue to
operate the Partnership properties with all of the power and authority of the
General Partner hereunder. The steps to be accomplished by the liquidator are as
follows:

                                      -33-
<PAGE>


                  (a) as promptly as possible after dissolution and again after
final liquidation, the liquidator shall cause a proper accounting to be made by
Ernst & Young, LLC or such other firm of certified public accountants as is
acceptable to the Limited Partner of the Partnership's assets, liabilities, and
operations through the last day of the calendar month in which the dissolution
shall occur or the final liquidation shall be completed, as applicable;

                  (b) the liquidator shall pay all of the debts and liabilities
of the Partnership or otherwise make adequate provision therefor (including the
establishment of a cash escrow fund for contingent liabilities in such amount
and for such term as the liquidator may reasonably determine); and

                  (c) all remaining assets of the Partnership shall be
distributed to the Partners as follows:

                           (1) the liquidator may sell any or all Partnership
property and the sum of (A) any resulting gain or loss from each sale plus (B)
the fair market value of such property that has not been sold shall be
determined and (notwithstanding the provisions of Article 9) income, gain, loss,
and deduction inherent in such property (that has not been reflected in the
Capital Accounts previously) shall be allocated among the Partners to the extent
possible to cause the Capital Account balance of each Partner to equal the
amount distributable to such Partner under Article 8; and

                           (2) after Capital Accounts have been adjusted for all
distributions under Article 8 and all allocations of Profits and Losses under
Sections 9.3, 9.9 and Section 10.2(c)(1), Partnership property shall be
distributed in accordance with Section 8.2.

Notwithstanding anything to the contrary, in the event the Partnership is
"liquidated" within the meaning of Regulations ss. 1.704-1(b)(2)(ii)(g),
liquidating distributions shall be made pursuant to this Section 10.2 by the end
of the taxable year in which the Partnership is liquidated, or, if later, within
ninety (90) days after the date of such liquidation. Distributions pursuant to
the preceding sentence may be made to a trust for the purpose of an orderly
liquidation of the Partnership by the trust in accordance with the Act.

         Section 10.3. Deficit Capital Accounts. No Partner shall be required to
pay to the Partnership, to any other Partner or to any third party any deficit
balance which may exist from time to time in the Partner's capital account.

                                      -34-

<PAGE>


         Section 10.4. Cancellation of Certificate. On completion of the
distribution of Partnership assets, the Partner (or such other person as the Act
may require or permit) shall file a Certificate of Cancellation with the
Secretary of State of Delaware, cancel any other filings made pursuant to
Section 2.5, and take such other actions as may be necessary to terminate the
existence of the Partnership.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS
                            ------------------------

         Section 11.1. Notices. All notices provided for or permitted to be
given pursuant to this Agreement must be in writing and shall be given or served
by (a) depositing the same in the United States mail addressed to the party to
be notified, postpaid and certified with return receipt requested, (b) by
delivering such notice in person to such party, or (c) by prepaid telegram,
telex, or telecopy. By giving written notice thereof, each Partner shall have
the right from time to time to change its address pursuant hereto. Notices shall
be given to the parties at the following addresses:

If to Developer Partner:   Cedar Bay Income Fund Partnership, L.P.
                           c/o Cedar Bay Realty Advisors
                           44 South Bayles Avenue
                           Port Washington, New York 11050
                           Attention: Mr. Leo S. Ullman

with a copy to:            c/o Cedar Bay Realty Advisors
                           44 South Bayles Avenue
                           Port Washington, New York 11050
                           Attention: General Counsel

If to Limited Partner:     c/o Kimco Realty Corporation
                           3333 New Hyde Park Road
                           New Hyde Park, NY 11042
                           Attention:  Mr. Michael Pappagallo

with a copy to:            Stephen M. Lyons III, Esq.
                           Reed Smith LLP
                           2500 One Liberty Place
                           Philadelphia, PA 19103

          Section 11.2. Governing Law. This Agreement and the obligations of the
Partners hereunder shall be construed and enforced in accordance with the laws
of the State of Delaware, excluding any conflicts of law rule or principle which
might refer such construction to the laws of another state or country. Each
Partner submits to the jurisdiction of the state and federal courts in the State
of Delaware.


         Section 11.3. Entireties; Amendments. This Agreement and its exhibits
constitute the entire agreement between the Partners relative to the formation
of the Partnership. Except as otherwise provided herein, no amendments to this
Agreement shall be binding upon any Partner unless set forth in a document duly
executed by such Partner.

                                     -35-

<PAGE>

         Section 11.4. Waiver. No consent or waiver, express or implied, by any
Partner of any breach or default by any other Partner in the performance by the
other Partner of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such other Partner of the same or any other obligation hereunder. Failure on the
part of any Partner to complain of any act or to declare any other Partner in
default, irrespective of how long such failure continues, shall not constitute a
waiver of rights hereunder.

         Section 11.5. Severability. If any provision of this Agreement or the
application thereof to any Person or circumstances shall be invalid or
unenforceable to any extent, and such invalidity or unenforceability does not
destroy the basis of the bargain between the parties, then the remainder of this
Agreement and the application of such provisions to other Persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

         Section 11.6. Ownership of Property and Right of Partition. A Partner's
interest in the Partnership shall be personal property for all purposes. No
Partner shall have any right to partition the property owned by the Partnership
or any Subsidiary.

         Section 11.7. Captions, References. Pronouns, wherever used herein, and
of whatever gender, shall include natural persons and corporations and
associations of every kind and character, and the singular shall include the
plural wherever and as often as may be appropriate. Article and section headings
are for convenience of reference and shall not affect the construction or
interpretation of this Agreement. Whenever the terms "hereof", "hereby",
"herein", or words of similar import are used in this Agreement they shall be
construed as referring to this Agreement in its entirety rather than to a
particular section or provision, unless the context specifically indicates to
the contrary. Whenever the word "including" is used herein, it shall be
construed to mean including without limitation. Any reference to a particular
"Article" or a "Section" shall be construed as referring to the indicated
article or section of this Agreement unless the context indicates to the
contrary.

         Section 11.8. Involvement of Partners in Certain Proceedings. Should
any Partner become involved in legal proceedings unrelated to the Partnership's
business in which the Partnership is required to provide books, records, an
accounting, or other information, then such Partner shall indemnify, defend and
hold harmless the Partnership from all liabilities and expenses (including
reasonable attorneys' fees and costs) incurred in conjunction therewith.


                                      -36-
<PAGE>

         Section 11.9. Interest. No amount charged as interest on loans
hereunder shall exceed the maximum rate from time to time allowed by applicable
law.

         Section 11.10. Counterparts. This Agreement may be executed in one or
more counterparts (and by different parties hereto on different counterparts),
each of which will constitute an original, but all of which when taken together
shall constitute a single contract. A facsimile signature shall for all purposes
be deemed to be an original signature, and either party hereto shall forward to
the other party an original signature if required by the other party.

         Section 11.11. Approvals and Consents of Limited Partner. Whenever
under the terms of this Agreement the approval or consent of the Limited Partner
shall be required, the Limited Partner shall not unreasonably withhold or
condition such approval or consent and such approval or consent shall be deemed
given if the Limited Partner shall not respond to any written request for
consent or approval within ten (10) days after the Limited Partner's receipt of
such written request for consent or approval. If the Limited Partner shall give
notice to the Developer Partner within such ten (10) day period that it does not
believe the Developer Partner has provided the necessary information or
documentation on which Limited Partner may reasonably make a decision on the
matter in question (and shall specify the additional information or
documentation required), then the foregoing ten (10) day period shall be
extended to the date which is ten (10) days after Developer Partner has provided
the Limited Partner with such additional information or documentation as shall
be reasonably required by the Limited Partner in order to make a decision on the
matter in question.

         Section 11.12. Buyout Rights. Reference is hereby made to Articles 4,
12 and 13 of the Fairport Partnership Agreement. Whenever the interest of the
Developer Partner (as defined in the Fairport Partnership Agreement) is to be
sold pursuant to said Articles 4, 12 or 13, then the interest of the Developer
Partner (as defined in this Agreement) under this Agreement shall be transferred
to, or as directed by, the Preferred Partner (as defined in such Property
Partnership Agreement) subject to the terms and conditions of each of said
Articles 4, 12 and 13 as if such partnership interest were an interest of the
Developer Partner (as defined in the Fairport Partnership Agreement) in the
Fairport Partnership.

                                      -37-

<PAGE>

                                   ARTICLE 12

                                 SPE PROVISIONS


                  Notwithstanding any provision hereof to the contrary, the
following shall govern:

                  (a) The Company shall:

                  (i) Maintain books and records separate from any other person
or entity;

                  (ii) Maintain its bank accounts separate from any other person
or entity;

                  (iii) Not commingle assets with those of any other entity and
shall hold all of its assets in its own name;



                  (iv) Conduct its own business in its own name;

                  (v) Pay its own liabilities out of its own funds;

                  (vi) Maintain an arm's length relationship with its
affiliates;

                  (vii) Pay the salaries of its own employees and maintain a
sufficient number of employees in light of its contemplated business operations;

                  (viii) Not guarantee or become obligated for the debts of any
other entity or hold out its credit as being available to satisfy the
obligations of others;

                  (ix) Not acquire obligations or securities of its Member;

                  (x) Use separate stationery, invoices and checks;

                                      -38-

<PAGE>


                  (xi) Hold itself out as a separate entity;

                  (xii) Correct any known misunderstanding regarding its
separate identity;

                  (xiii) Maintain adequate capital in light of its contemplated
business operations;

                  (xiiiv) Not identify itself as a division of any other person
or entity;

                  (xiv) Not hold, form or acquire any subsidiaries;

                  (xvi) Observe all limited liability company formalities; and

                  (xvii) File its tax returns separate from any other entity.

                  13. Non-Compliance. Failure of the Company, or the Member on
behalf of the Company, to comply with any of the foregoing covenants or any
other covenants contained in this Agreement shall not affect the status of the
Company as a separate legal entity or the limited liability of the Member.

                                      -39-
<PAGE>

                  14. Effect of Bankruptcy, Death or Incompetency of a Limited
Partner. The bankruptcy, death, dissolution, liquidation, termination or
adjudication of incompetency of a Limited Partner shall not cause the
termination or dissolution of the Partnership and the business of the
Partnership shall continue. Upon any such occurrence, the trustee, receiver,
executor, administrator, committee, guardian or conservator of such Limited
Partner shall have all the rights of such Limited Partner for the purpose of
settling or managing its estate or property, subject to satisfying conditions
precedent to the admission of such assignee as a substitute Limited Partner. The
transfer by such trustee, receiver, executor, administrator, committee, guardian
or conservator of any Partnership Interest shall be subject to all of the
restrictions, hereunder to which such transfer would have been subject if such
transfer had been made by such bankrupt, deceased, dissolved, liquidated,
terminated or incompetent Limited Partner.

                       [signatures continued on next page]


                                      -40-

<PAGE>


                  Executed effective as of the date above written.

                                    GENERAL PARTNER/DEVELOPER

                                    PARTNER:

                                    CIF-NEWPORT PLAZA ASSOCIATES, LLC,
                                    a Delaware limited liability company

                                    By: Cedar Income Fund Partnership, L.P.,
                                        a Delaware limited partnership, its sole
                                        member

                                        By: Cedar Income Fund, Ltd.,
                                            a Maryland Corporation,
                                            its general partner


                                            By: _______________________
                                                Brenda J. Walker,
                                                Vice President





                       [signatures continued on next page]
                       -----------------------------------

                                      -41-


<PAGE>




                                    LIMITED PARTNER:

                                    FAIRPORT ASSOCIATES, L.P.

                                    By:  CIF-Fairport Associates, LLC,
                                         a Delaware limited liability
                                         company, its general partner

                                    By:  Cedar Income Fund
                                         Partnership, L.P., a limited
                                         partnership, its sole member


                                         By:  Cedar Income Fund, Ltd., a
                                              Maryland corporation, its
                                              general partner



                                              By: _______________________
                                                  Brenda J. Walker,
                                                  Vice President



                                      -42-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>ex10-13.txt
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
<PAGE>

                          PROPERTY MANAGEMENT AGREEMENT

                                 [Newport Plaza]

           THIS PROPERTY MANAGEMENT AGREEMENT ("Agreement") made as of January ,
2003 by and between NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited
partnership ("Owner"), and BRENTWAY MANAGEMENT LLC, a New York limited liability
company ("Manager").

                                   BACKGROUND

          A. Owner is the owner of the land and improvements known as Newport
Plaza, Newport, Pennsylvania (the "Property").

          B. Owner desires to retain Manager as Owner's exclusive manager and
broker for the purposes of leasing and managing the Property on behalf of Owner
and Manager is willing to act as Manager for Owner with respect to the Property
on the terms and conditions of the Agreement as more fully set forth herein.

          NOW THEREFORE, in consideration of the agreements and covenants herein
contained, and intending to be legally bound hereby, Owner and Manager agree as
follows:

         1. Owner hereby employs Manager to manage and lease as the exclusive
broker the Property upon the terms and conditions hereinafter set forth for an
initial term of one (1) year from the date hereof unless otherwise extended,
renewed or terminated as hereinafter set forth.

         2. Manager agrees to perform the following:

                  2.1. Use its best efforts to lease or cause brokers or other
agents to lease on behalf of Owner all available space in the Property;

                  2.2. Diligently to collect rents, additional rents and all
other sums due from tenants when due and, where necessary or appropriate, and
except as directed otherwise by Owner (in which event Owner shall bear the
administrative costs of relieving Manager of such duty or duties), take all such
actions as Manager shall deem necessary or advisable to enforce all rights and
remedies of Owner under the leases relating to the Property (the "Leases") or to
protect the interest of Owner, including, without limitation, the preparation
and delivery to tenants under the Leases ("Tenants") of all "late payment",
default, and other appropriate notices, requests, bills, demands, and
statements. Manager may retain counsel, collection agencies, and such other
persons and firms as Manager shall deem appropriate or advisable to enforce,
after notification to Owner, by legal action the rights and remedies of Owner
against any Tenant default in the performance of its obligations under a Lease.
Manager shall promptly notify Owner of the progress of any such legal action;

<PAGE>

                  2.3. To pay from the operating funds of the Property or such
other funds as are provided by Owner bills and expenses for the maintenance,
repair and operation of the Property, provided, however, that all expenditures
in excess of $5,000 in any single transaction or more than $50,000 in the
aggregate in any period of twelve (12) consecutive months shall be subject to
Owner's approval unless such expenditure is included in the operating budget for
the Property that has been approved by Owner, and provided further that Manager
shall notify Owner of budget expenditures cumulatively exceeding one hundred ten
percent (110%) of the total expenditures shown on any approved annual budget;

                  2.4. To establish and maintain such books of account, records,
and other documentation pertaining to the operation and maintenance of the
Property as are customarily maintained by managing Managers of properties
similar in location and size to that of the Property. Manager shall prepare or
cause to be prepared and file all returns and other reports relating to the
Property (other than (a) income tax returns and (b) any reports or returns that
may be required of any foreign owner of U.S. real property) as may be required
by any governmental authority or otherwise under this Agreement. Manager shall
periodically report to Owner on the general operations, occupancy, physical
condition, disbursements, delinquencies, uncollectible accounts, and other
matters relating to the Property. Manager shall prepare and forward to Owner a
written report each month showing the receipts and expenditures for such month,
the receipts and expenditures year-to-date and the variations from the agreed
upon budget. These statements shall, upon Owner's request, be accompanied by
appropriate documentation of all expenditures made by Manager under this
Agreement. As soon as practicable after the end of each calendar year and after
the expiration or termination of this Agreement, Manager shall use reasonable
efforts to prepare and deliver to Owner statements pertaining to the operation
and maintenance of the Property during the preceding calendar year. Manager
shall prepare and submit to Owner for its approval no later than December 1st of
each calendar year (or such later date as the parties agree) a proposed pro
forma budget for all costs pertaining to the operation and maintenance of the
Property during the ensuing calendar year. Each such budget shall be
substantially in the same form as the approved budget in effect for the prior
calendar year, shall set forth expenditures on an annual and a monthly basis,
and shall not, except for informational purposes, include estimates for costs
and expenses for which Owner will be reimbursed by Tenants under the Leases.
Manager shall make such reasonable modifications to each proposed pro forma
budget it prepares in accordance with this section until Owner shall have
approved this budget in writing, which approval shall not be unreasonably
withheld or delayed;


                                      -2-

<PAGE>

                  2.5. To account for all advance deposits of Tenants;

                  2.6. To refund to Tenants from escrow accounts, funds of the
Property or funds provided by Owner, as appropriate, pro-rated rents, rebates,
allowances, advance deposit refunds, and such other amounts as are legally due
Tenants;

                  2.7. To collect from Tenants all insurance policies, Tenant
insurance certificates, or other evidence of insurance required to be carried by
Tenants;

                  2.8. Unless otherwise instructed by Owner, to secure for and
on behalf of and at the expense of Owner such insurance, including without
limitation, employee dishonesty insurance, fire and extended coverage property
insurance, public liability insurance and workers' compensation insurance, as
may be deemed by Owner (or any mortgagees) to be necessary or appropriate, in
amounts satisfactory to Owner and Manager and naming Owner and Manager as
co-insureds and in form and substance satisfactory to Owner, Manager and any
mortgagees; provided, however, that if Manager promptly notifies Owner of the
insurance so secured on behalf of Owner, and promptly complies with Owner's
instructions regarding such insurance, Owner releases and holds Manager harmless
of and from any claims, loss, damages and liability of any nature whatsoever
based upon or in any way relating to Manager's securing or failure to secure any
insurance, or any decision made by Manager with respect to the amount or extent
of coverage thereof or the company or companies issuing, brokering or
negotiating such insurance;

                  2.9. To respond to complaints and inquiries by Tenants,
prospective tenants and others, and to take such corrective actions as Manager
deems appropriate;

                  2.10. To contract on behalf of and at the expense of Owner for
such supplies and services in reasonable quantities and at reasonable prices as
may be appropriate with respect to the Property, and to supervise and administer
such contracts, including, without limitation, contracts for mechanical
maintenance (including preventative maintenance), window and facade maintenance
and cleaning, metal maintenance, pest control, trash removal, janitorial and
maintenance supplies, building security, public relations, collection and credit
reporting, legal and accounting services, computer services, architectural and
engineering services, laundry services, and janitorial or cleaning services,
provided Manager shall obtain competitive bids from two non-affiliates for any
contract having a value of $10,000.00 or more;

                  2.11. Intentionally omitted;

                                      -3-
<PAGE>

                  2.12. Intentionally omitted;

                  2.13. To supervise and coordinate the moving in and moving out
of Tenants to accomplish efficient and time saving use of personnel and
elevators and maintain appropriate public relations with Tenants and prospective
tenants;

                  2.14. Manager shall maintain casualty and liability insurance
in the name of the Owner for the Property in amounts reasonably acceptable to
Owner;

                  2.15. To prepare and file or cause to be prepared and filed on
behalf of Owner such applications for permits, and/or licenses as may be
required for the operation of the Property;

                  2.16. To prepare and, where appropriate, transmit payroll
records, accounting reports, vacancy and occupancy reports, delinquency reports,
cash flow reports, and disbursement ledgers. Manager may contract with others,
including but not limited to entities or persons affiliated with it, or provide
its own personnel for the performance of accounting, bookkeeping and computer
services in connection with such preparation and transmittal, all without any
additional charge to Owner;

                  2.17. To institute and prosecute on behalf of Owner such legal
actions or proceedings as the Manager deems appropriate; to collect sums due
Owner; with Owner's approval, to evict a Tenant, former Tenant or occupant of
the Property; to regain possession of the Property or any part thereof; to
contest any bill or charge asserted against or with respect to the Property; to
defend any administrative or legal action brought against Manager; to defend any
administrative or legal action brought against Owner with respect to the
Property or the Property with Owner's approval;

                  2.18. To maintain such bank or similar accounts on behalf of
Owner, and in Owner's name, as are necessary or appropriate in the operation of
the Property, including such reserve, investment, security, escrow and other
accounts, it being understood that all rents and income from the Property shall
be deposited into an account in Owner's name;

                  2.19. To open and maintain accounts on behalf of Owner with
such suppliers and vendors as are necessary or appropriate for the efficient
operation of the Property;

                  2.20. Subject to the approval by the Owner, to join and
participate on Owner's behalf in such professional, trade or industry
organizations and associations relating to shopping centers as is necessary or
appropriate with respect to the operation of the Property;


                                      -4-
<PAGE>


                  2.21. To notify Owner of any violations of any laws, orders,
rules, or determinations of any governmental authority or agency affecting the
Property promptly after such occurrence is known to Manager;

                  2.22. To notify Owner of any catastrophe or major loss or
damage or other material adverse change with respect to the Property, and to
similarly notify all appropriate insurance authorities of the same, promptly
upon Manager's knowledge thereof;

                  2.23. To supervise and arrange for all construction work
performed on behalf of Owner at, in or about the Property. Manager shall be paid
a construction supervision fee in the amount of five percent (5%) of the total
construction costs or such greater amount as is negotiated and agreed upon by
Manager and Owner;

                  2.24. Upon request of Owner, to provide or arrange for such
engineering, architectural, design or consulting services with respect to
construction, rehabilitation or decorating work or proposed construction,
rehabilitation or decorating work at the Property, all such services to be paid
for by Owner;

                  2.25. With Owner's approval, to handle on behalf of Owner the
submission to appropriate insurance officials of insurance claims and, with the
consent of the Owner, the settlement thereof;

                  2.26. To prepare such reports, data, presentations, market
surveys or other material as Owner requests in connection with the sale,
refinancing, disposition or master leasing of the Property;

                  2.27. To institute at Owner's expense, advertising, marketing
and public relations campaigns pertaining to the Property;

                  2.28. To recommend to Owner, where Manager deems it
appropriate, programs for the rehabilitation, remodeling, repairs and marketing
of the Property; and

                  2.29. To perform such other services on behalf of Owner with
respect to the Property customarily performed by Managers within the Property's
geographical area as shall be reasonably requested from time to time by Owner.
If Owner and Manager disagree as to which services are customarily performed by
Managers as aforesaid, Manager shall not be required to perform such service
until resolution of such dispute, and such non-performance shall not be the
basis of termination by Owner of this Agreement.

                                      -5-

<PAGE>


         3. Owner expressly withholds from Manager any power or authority to
make any structural changes in any building or to make any other major
alterations or additions in or to any such building or equipment therein, or to
incur any expense chargeable to Owner other than expenses related to exercising
the express powers above vested in Manager without the prior written direction
of Owner (or any party that Owner shall direct), except such emergency repairs
as may be required because of danger to life or property or which are
immediately necessary for the preservation and safety of the Property or the
safety of the occupants thereof or are required to avoid the suspension of any
necessary service to the Property.

                  3.1. Manager agrees to remit promptly to the account
designated by Owner, all receipts received in the prior calendar month with
respect to the Property in excess of budgeted operating expenses and reserves.

                  3.2. Manager's duties under this Agreement are limited as
follows:

                           (i) Manager shall not have any authority to enter
into any leases for or on behalf of the Owner, although the Manager shall be
authorized to negotiate term sheets for leases of space in the Property and
present those term sheets to Owner for Owner's approval. All leases of space in
the Property must be signed by the Owner and must be on a lease form approved by
the Owner.

                           (ii) Manager shall obtain and present to Owner for
approval and execution by Owner contracts for electricity, gas, fuel, water and
telephone, maintenance services, trash services, and other services as Manager
deems advisable. Manager may enter into contracts on behalf of Owner only after
Owner's written approval thereof provided that Owner's approval is not required
for a contract for a service in which the cost for such service under such
contract does not exceed the cost specified in the Budget. Manager shall not
have authority to enter into any contract for any services whose estimated cost
would exceed the cost specified therefor in the Budget.

                           (iii) Manager shall give Owner prompt written notice
of any claim which may affect the Property, or of any alleged violations of any
applicable law relating to the Property. Manager may not hire any legal counsel
to defend any such claim against Owner without Owner's prior written consent.

                           (iv) To the extent that operating revenues of the
Property are available to do so, Manager shall use all reasonable efforts to
cause the Property to be operated in accordance with applicable law and all
insurance requirements; provided, however, that Manager shall not, without the
prior written consent of Owner, make any alterations or repairs, if not included
in the then current budget, except for emergency repairs described in Section 3.

                                      -6-
<PAGE>

                           (v) To the extent that operating revenues of the
Property are available to do so, Manager shall enforce all provisions of all
contracts and leases to which Owner is a party, except that Manager may not
institute any legal action against a vendor or a tenant without the written
approval of the Owner.

                           (vi) Manager shall establish, maintain and supervise
at the Manager's office such books and records necessary or desirable in order
for Manager to render monthly financial statements to the Owner. Such records
shall be kept for a period of not less than three (3) years and, upon
termination of this Agreement for any reason, Manager shall turn over all of
such books and records to the Owner and be relieved of any obligation to
maintain records thereafter. Owner or any partner of Owner shall have the right
to inspect such records at any time upon 24 hours notice to the Manager.

                           (vii) If Manager must engage employees to render the
services required by Manager hereunder, all such employees shall be employees of
the Manager, and not employees of the Owner.

         4. Owner, and not Manager, shall be responsible for providing the
necessary funds to maintain and operate the Property as efficiently as possible
and in a first class manner in keeping with the standards of operations for
similarly situated shopping centers in the area and Manager's obligations
hereunder are conditioned upon Owner doing so. Owner shall advance such funds to
Manager no later than fifteen (15) days after its receipt from Manager of notice
of the necessity for such advance. Owner agrees to provide any anticipated cash
deficits fifteen (15) days prior to its occurrence. If Owner fails to provide
such funds to Manager, however, Owner shall not be liable in damages or for
specific performance and Manager's remedies for breach by Owner of Owner's
covenants in this Section 4 shall be to terminate this Agreement, in which event
the provisions of Section 10 hereof shall be applicable.

         5. Except as otherwise provided for herein, Owner shall pay to Manager
a property management fee in an amount equal to 3% of the gross receipts of the
Property. This fee shall be payable in monthly installments from the operating
accounts maintained pursuant to Section 2.18 hereof. Gross receipts of the
Property shall include all rents, percentage rents, tenant charges,
reimbursements from Tenants for common area maintenance charges, insurance,
utilities and real estate taxes and such other amounts as are collected from
Tenants, but shall exclude the proceeds from any sale or refinancing of the
Property or any portion thereof and the proceeds of any settlements, insurance
award (except for rental loss insurance) or condemnation award. This fee does
not include commissions for leasing services set forth in Section 5.2.

                                      -7-

<PAGE>


                  5.1. To the extent that operating revenues of the Property are
insufficient to pay the management fee in full when due, and to the extent that
Manager agrees in writing in advance to defer receipt by it of any part of the
management fee due it, the amount so deferred shall bear interest at the rate of
two (2) percentage points in excess of the "prime rate" or "base rate" from time
to time announced by Citibank, N.A., New York New York compounded monthly.
Nothing herein contained, however, shall be construed to obligate Manager to
defer receipt by it of any management fee or other fees whatsoever.

                  5.2. Manager or its affiliate shall be the leasing agent for
the Property. Owner shall pay brokerage commissions as follows:

                           (a) Subject to the provisions of subsection (e)
hereof, with respect to all leases negotiated with new tenants a commission of
(a) 4% of gross minimum rent (which, as used in this agreement, excludes common
area maintenances, taxes and expense reimbursements payable by a tenant) for
leases of less than 5,000 rentable square feet and (6) 3% of gross minimum rent
for leases of 5,000 or more rentable square feet. One half (1/2) of said
commission shall be paid when the lease has been signed by the Owner and tenant
and the tenant opens for business, and the remainder of the commission shall be
paid upon the later of the date tenant opens for business or the date tenant
pays its first full monthly rent payment.

                           (b) With respect to any new lease with an existing
tenant, extension of the term of an existing lease (beyond any then existing
lease term, plus renewals) with a then existing tenant, or the exercise by a
tenant of a renewal option, the commission shall be 2% of the gross minimum
rent, but in no event shall the fee be less than $300.00.

                           (c) No commissions shall be due and payable upon any
sale, refinancing or ground lease of the entire Property except as set forth in
Section 4.8 of the Limited Partnership Agreement of Owner (such fee may be
payable to Manager in lieu of General Partner or another Affiliate (as defined
in the Limited Partnership Agreement of Owner)).

                           (d) In the event that a tenant vacates the Property
prior to the expiration of its lease, Manager will, subject to the following
conditions in this subsection, reimburse Owner for a pro rata credit for the
unearned portion of the commission, provided that Manager negotiated the
original lease and received a commission. Manager's obligation to return a pro
rata portion of the commission shall be, in the event of a co-broker, only that
share of the commission retained by Manager. Said reimbursement to Owner shall
be due only as a credit against the next commission earned in re-leasing said
vacated space. It shall be the duty of the Manager to renegotiate leases, where
possible, with existing tenants in the Property.

                                      -8-

<PAGE>


                           (e) Manager shall have an exclusive listing of all
rentals in the Property and shall be entitled to a commission in those instances
where another real estate broker represents the tenant or is otherwise
responsible for causing a lease to be executed, it being the responsibility of
the Manager to pay such other broker any commissions due it. In the event that
Manager has to pay an outside broker, the commission payable to Manager shall be
one and one-half times the commission amounts as stated in Section 5.2(a) and
Manager agrees to pay such outside broker a commission of not less than 50% of
Manager's commissions specified in Section 5.2(a) (and if Manager negotiate a
lesser amount, the amount payable to Manager under this subsection 5.2(e) shall
be reduced by the amount of such savings).

                           (f) Notwithstanding anything to the contrary in this
Section 5, however, no commission shall be payable under any lease for a period
covering more than 15 years. For example, if Owner enters into a 20 year lease
with a tenant, a commission shall be based only on the initial 15 years; or if
the Owner enters into a lease with a tenant providing for one initial 5-year
term and three 5-year renewal terms, commissions shall be based solely on the
initial 5-year term and two of the 5-year renewal terms. However, if all renewal
options in a lease have expired, and the lease is then renewed or a new lease is
entered into with the same tenant, the Manager will be entitled to a commission
thereon pursuant to Section 5.2(b).

         6. Owner shall reimburse Manager for reasonable, actual out-of-pocket
expenses including telephone and facsimile charges, postage and express mail
service and travel and food expenses incurred by Manager in connection with
Manager's on site supervision of the Property by Manager's officers and
personnel (evidenced by receipts submitted to Owner).

         7. The Manager, on behalf of Owner, shall engage Stuart H. Widowski,
Esq., or his successor, as legal counsel to provide legal services for Owner and
the Property. Such services shall be provided as required and at a rate of $200
per hour unless otherwise agreed to by Owner and Manager.

         8. In performing its obligations hereunder, Manager shall comply with
all applicable federal, state and local laws and regulations.

         9. The initial term of this Agreement shall be for a period of one (1)
year from the date hereof and this Agreement shall automatically renew from year
to year thereafter unless and until terminated by either party upon ninety (90)
days' prior written notice thereof. Notwithstanding the foregoing, Owner shall
be entitled to terminate this Agreement (with no additional compensation) at any
time upon fifteen (15) days' notice to Manager in the event of the malfeasance
or breach of this Agreement by Manager or upon the filing of a bankruptcy
petition against or by Manager. This Agreement shall terminate automatically
(with no additional compensation) if:

                                      -9-

<PAGE>


                           (i) all or substantially all of the Property is
condemned or acquired by eminent domain; or

                           (ii) all or substantially all of the Property is
destroyed by fire or other casualty as a result of which all or substantially
all of the Tenants are unable to continue the normal conduct of their business
in their respective occupied spaces and are permanently released under their
respective leases from the payment of all rent thereunder; or

                           (iii) all of the Property is sold to an unrelated,
third-party purchaser.

          10. Owner shall pay or reimburse Manager for any monies due it under
this Agreement for services prior to termination, notwithstanding termination of
this Agreement. All provisions of this Agreement that require Owner to have
insured or to defend, reimburse or indemnify Manager shall survive any
termination and, if Manager is or becomes involved in any proceeding or
litigation by reason of having been Owner's Manager, such provisions shall apply
as if this Agreement were still in effect. Owner agrees that Manager may
withhold funds for thirty (30) days after the end of the month in which this
Agreement is terminated to pay bills previously incurred but not yet invoiced,
and to close accounts.

          At the expiration or earlier termination of this Agreement, and as a
condition to paying any fees due to the Manager, Manager shall deliver to Owner
all cash and security deposits, if any, previously collected and not properly
expended or otherwise delivered to Owner by Manager for the benefit of Owner;
all originals and executed copies of leases and all related lease files; all
other books and records in the possession of the Manager relating to the
Property; all licenses and permits relating to the Property; and all other
software associated with the foregoing. Manager shall cooperate in good faith to
achieve the orderly transfer of the management responsibilities for the Property
to the new manager designated by Owner.

          11. Owner agrees to indemnify, defend, and save the Manager, its
officers and employees harmless from and against all claims, disputes, losses,
liabilities and suits (including but not limited to all attorneys' fees and
litigation expenses and Manager's costs in connection therewith) in any way:

                                      -10-

<PAGE>


                           (i) relating to or arising in connection with the
Property and/or damage to property and injuries to or death of any employee,
invitee or other person whomsoever, and/or Manager's performance of its duties
hereunder;

                           (ii) relating to any proceeding or suit involving an
alleged violation by Owner of any law applicable to the Property or operations
thereof; and

                           (iii) relating to obligations assumed by Manager, its
officers or employees in connection with any financing or refinancing entered
into in connection with the Property.

                           11.1. The obligations of Owner to indemnify, hold
harmless, and reimburse Manager are subject to the following conditions:

                           (i) Manager shall promptly notify Owner of any matter
with respect to which Owner is required to indemnify, hold harmless, or
reimburse Manager; and

                           (ii) Manager shall not take or fail to take any
actions, including an admission of liability, which would bar Owner from
enforcing any applicable coverage under policies of insurance held by Owner or
would prejudice any defense of Owner in any appropriate legal proceedings
pertaining to any such matter or otherwise prevent Owner from defending itself
with respect to any such matter, provided such action or failure to act resulted
from the gross negligence or willful malfeasance of Manager.

                  Notwithstanding the foregoing, Owner shall not be required to
indemnify, hold harmless, or reimburse Manager with respect to any matter (a) to
the extent the same resulted from the gross negligence or willful malfeasance of
Manager or actions taken by Manager outside of the scope of Manager's authority
under this Agreement or any express or implied direction of Owner, (b) which are
covered under workmen's compensation, disability benefits or other insurance, or
(c) to damages or injuries to persons or property caused or occasioned by the
operation of a motor vehicle of any description which are covered by automobile
liability insurance maintained by Manager as required herein (Manager shall be
entitled to indemnification if such damages or injuries are not covered by such
automobile liability insurance provided that such damages or injuries are not
due to actions by Manager outside of the scope of Manager's authority under this
Agreement). Manager agrees to insure itself and its employees, with appropriate
limits of liability, against liability for damages or injuries to persons or
property caused or occasioned by the operation of any motor vehicle, and to
furnish evidence of such insurance to Owner; provided that Manager is entitled
to be reimbursed for the pro rata share of any auto policy apportionable to the
Property.

                                      -11-

<PAGE>


              The provisions of this section shall survive the expiration or
any termination of this Agreement.

          12. Owner and Manager shall each waive any claim for loss or damage
against the other and mutually agree to hold each other harmless for loss to the
Property to the extent that either party is reimbursed or indemnified by
insurance coverage.

          13. Manager will promptly notify Owner of any violations of any
requirements of any statute, ordinance, law or regulation of any Governmental
body or any public authority or official thereof having jurisdiction and shall
promptly take all actions necessary to cure such violations and to prevent any
civil or criminal liability from being imposed.

          14. In the event it is alleged or charged that the Property or any
equipment therein or any act or failure to act by the Owner or its Managers with
respect to the Property or the sale, rental, or other disposition thereof fails
to comply with, or is in violation of, any of the requirements of any provision,
statute, ordinance, law, or regulation of any governmental body or any order or
ruling of any public authority or official thereof having or claiming to have
jurisdiction thereover, and Manager, in its sole and absolute discretion,
considers that the action or position of Owner may result in damage or liability
to Manager, Manager shall have the right to cancel this Agreement at any time by
giving not less than thirty (30) days' prior written notice to Owner of its
election so to do, which cancellation shall be effective upon the service of
such notice. Such notice may be served personally or by United States certified
mail, and if served by mail shall be deemed to have been served when deposited
in the United States mail system. Such cancellation shall not release the
indemnities of Owner and Manager set forth herein and shall not terminate (i)
any liability or obligation of Owner to Manager for any payment, reimbursement,
or other sum of money then due and payable to Manager hereunder as of the date
of such cancellation, or (ii) any obligation of Manager to remit moneys to Owner
or to complete its obligations hereunder to the date of such cancellation.
Manager shall cooperate with Owner to ensure a smooth and efficient transition
to a new managing Manager, including but not limited to, prompt delivery of
files relating to the Property.

          15. Manager agrees to indemnify, defend and save Owner harmless from
and against all claims, disputes, losses, liabilities and suits (including but
not limited to all attorneys' fees and litigation expenses and Owner's costs in
connection therewith) in any way resulting from the gross negligence or willful
malfeasance of Manager, or its employees:

                  (i) Relating to or arising in connection with the Property
and/or damage to property and injuries to or death of any employee, invitee or
other person whomsoever, and/or Manager's performance of its duties hereunder;
and

                                      -12-

<PAGE>

                  (ii) Relating to any proceeding or suit involving an alleged
violation by Manager of any law applicable to the Property or operations
thereof.

          16. Manager shall furnish Owner with evidence that Manager has in
force during the term of this Agreement liability insurance (in amounts not less
than $1,000,000 per occurrence and $3,000,000 in the aggregate) and will
maintain these limits throughout the term of this Agreement.

          17. It is expressly agreed by the parties that:

                  17.1. The parties have entered into this Agreement without any
inducements, representations, statements, warranties or agreements made by
either party other than those expressly stated herein.

                  17.2. This Agreement embodies the entire understanding of the
parties with respect to the subject matters stated herein and there are no other
understandings or undertakings related to the within subject matters. This
Agreement may be modified only by a written agreement signed by the parties
hereto.

                  17.3. The provisions of this Agreement are severable and to
the extent that any provision herein is determined by court order, law or rule
to be invalid, such invalidity shall in no way affect nor invalidate the other
provisions of this Agreement.

                  17.4. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

                  17.5. With respect to any and all disputes under or relating
to this Agreement, the parties consent to the exclusive jurisdiction and venue
of the Supreme Court of the State of New York, Nassau County and the United
States District Court for the Eastern District of New York and the appellate
courts with supervisory powers thereover.

                  17.6. The parties agree that in any litigation or proceeding
commenced by either party against the other, service of process shall be deemed
to be effective either by hand delivery thereof or by the mailing thereof via
certified mail, postage prepaid, with a proof of mailing receipt validated by
the U.S. Postal Service constituting the sufficient evidence of service of
process.

                  17.7. With respect to any notices that are required or
permitted to be made pursuant to this Agreement, they shall be in writing and
either delivered personally or sent by United States mail addressed as follows:

                                      -13-

<PAGE>


As to Owner:               Newport Plaza Associates, LP
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, New York 11050
                           Attention: Leo S. Ullman

With a copy to:            Kimco Realty Corporation
                           4979 Old Street Road
                           Trevose, Pennsylvania 19053
                           Attention:  Mr. John Greenwood

As to Manager:             Brentway Management LLC
                           44 South Bayles Avenue
                           Suite 304
                           Port Washington, New York 11050
                           Attention: Brenda J. Walker

                  17.8. This Agreement may not be assigned by Manager without
the prior written consent of Owner, provided, however, that Owner consents to
Manager's designating a subsidiary or affiliate of Manager to act on behalf of
Manager as leasing and rental Manager for the Property. This Agreement shall be
binding upon and benefit the parties hereto and their respective successors and
permitted assigns.

                  17.9. This Agreement shall not be deemed at any time to be an
interest in real estate or a lien of any kind against the Property. The rights
of Manager created hereby shall not run with the land. The rights of Manager
hereunder shall at all times be subject and subordinate to any mortgage
encumbering any or all of the Property and Manager agrees to execute from time
to time documents required by a Mortgagee to confirm the foregoing
subordination.

                  17.10. Manager's relationship to Owner is strictly and solely
that of an independent contractor. Nothing contained in this Agreement shall be
deemed or construed to create a partnership or joint venture between Manager and
Owner.

                  17.11. Neither the Owner nor any present or future member,
manager, officer, director, employee, representative or agent of Owner shall
have any personal liability of any kind or nature whatsoever arising under this
agreement, and the liability of the Owner (and any present or future partner of
Owner) for its obligations under this agreement shall be limited solely to
Owner's interest in the Property and Manager shall look solely to the Property
(and the cash flow therefrom) for the enforcement of Manager's rights hereunder.

                  17.12. This Agreement may not be amended, altered or modified
except by written instruments signed by Owner and Manager and consented to by
Owner's Partners.

                                      -14-

<PAGE>


                  17.13. This Agreement may be executed in one or more
counterparts (and by different parties hereto on different counterparts), each
of which will constitute an original, but all of which when taken together shall
constitute a single contract. A facsimile signature shall for all purposes be
deemed to be an original signature, and either party hereto shall forward to the
other party an original signature if required by the other party.

                  18. Manager acknowledges that Owner has obtained a loan from
Citizens Bank of Pennsylvania ("Lender") in the principal amount of up to
$5,535,000 (the "Loan"), which is governed by a certain Loan Agreement between
Owner and Lender dated the date hereof. For so long as the Loan is outstanding:

        (a)   except as otherwise provided in the Loan Agreement, this Agreement
              shall be terminable by Lender or its nominee without penalty or
              premium following the occurrence of an Event of Default (as such
              term is defined in the Loan Agreement) or by Owner after Lender
              has notified Owner in writing that Manager is unsatisfactory to
              Lender, in each case upon thirty (30) days prior written notice to
              Manager;

        (b)   all payments hereunder shall be subject and subordinate in lien
              and priority of payment to the payment of all principal and
              interest and all other amounts due under the Loan; and

        (c)   Manager shall promptly notify Lender with respect to any default
              hereunder and promptly deliver to Lender a copy of each notice,
              report, plan or statement delivered by Manager to Owner hereunder.




                  [Remainder of Page Blank; Signatures Follow]

                                      -15-
<PAGE>




          IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties have executed this Property Management Agreement as of the day and year
first set forth above.

                           MANAGER
                           -------

                           BRENTWAY MANAGEMENT LLC


                           By: ______________________________
                               Brenda J. Walker
                               President

                           OWNER
                           -----

                           NEWPORT PLAZA ASSOCIATES, L.P.

                           By: CIF-Newport Plaza Associates,
                               LLC, its general partner

                               By: Cedar Income Fund Partnership,
                                   L.P., its sole member

                                   By: Cedar Income Fund, Ltd.,
                                       its general partner



                                       By: ____________________________
                                           Brenda J. Walker
                                           Vice President


                                      -16-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>ex10-14.txt
<DESCRIPTION>EXHIBIT 10.14
<TEXT>
<PAGE>

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT ("Agreement") made as of this _____ day of
February, 2003, by and between Caldwell Development, Inc. ("Seller"), having a
principal place of business at 434 North Front Street, Wormleysburg,
Pennsylvania 17043, and Newport Plaza Associates, L.P. ("Buyer"), a Delaware
limited partnership having offices at c/o Brentway Management LLC, 44 South
Bayles Avenue, Port Washington, NY 11050, and Citizens Bank of Pennsylvania,
2001 Market Street, 6th Floor, Philadelphia, Pennsylvania 19103 (with all
notices to be marked "Attention: Real Estate Department) ("Escrow Agent").

                                    RECITALS

         A. Seller is concurrently herewith transferring to Buyer fee title to
certain real property commonly known as the Newport Plaza Shopping Center (the
"Property") pursuant to an Agreement of Purchase and Sale amended to the date
hereof (the "Contract").

         B. A sewer treatment facility (the "Plant") currently exists at the
Property; the PA Department of Environmental Protection ("PADEP") has extended
for an additional 5 year period the existing permits allowing operation of the
Plant, but is requiring that certain modifications be made to the Plant as a
condition of the extension of such permits (such modifications, the "Required
Modifications");

         C. Seller's engineer has estimated that the costs of the Required
Modifications, including related engineering and permit fees, shall be
approximately $145,000;

         D. Seller and Buyer acknowledge that based on an existing agreement
concerning the Plant between Seller and Newport Assembly of God (the "Church"),
Buyer had assumed that the Church would pay 41% of the costs of the Required
Modifications;

         E. The Church has denied responsibility for payment of 41% of the costs
of Required Modifications, contending that other tenants at the Property are
responsible for creation of the conditions at the Property prompting PADEP to
require such Required Modifications;

         F. Seller and Buyer desire to resolve a dispute which has arisen
between them concerning who will bear the actual costs of the Required
Modifications which the Buyer had assumed would be paid by the Church;

         G. In order to resolve such dispute, Seller and Buyer agree that there
shall be held back from the purchase price otherwise payable to Seller under the
Contract the sum of $39,000 and deposited into escrow with Escrow Agent, to be
disbursed in accordance with the terms and conditions of this Agreement.









<PAGE>



         NOW, THEREFORE, in consideration of the covenants and conditions set
forth herein, and other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:

         1. Escrow Fund. There is currently herewith being held back from the
balance of the purchase price otherwise payable by Buyer to Seller at the
Closing and deposited in escrow with Escrow Agent the sum of $39,000 (the
"Escrow Fund"). The Escrow Fund shall be held in escrow by Escrow Agent and
invested in a separate interest bearing savings or money market account in a
bank and shall be disbursed in accordance with the terms and conditions of this
Agreement. All interest accruing on the Escrow Fund shall be added to and
constitute part of the Escrow Fund. Seller hereby represents to Escrow Agent
that its Taxpayer I.D. number is 25-1754335, for Escrow Agent's use in reporting
accrued interest on the Escrow Fund to the Internal Revenue Service.

         2. Success in Obtaining PADEP Approval of Lower Cost Alternative. Buyer
agrees to cooperate with the Church in order to endeavor to obtain the approval
of PADEP to amend the conditions of the existing permit so as to allow the
installation of grease traps or other alternative solutions at the Property in
lieu of the Required Modifications, thereby reducing the costs of required
modifications of the Plant. Such cooperation shall not require the appeal of any
decision of PADEP on this issue or the institution of any litigation. If PADEP
should issue its written decision modifying the conditions of the permits so
that in lieu of the Required Modifications, PADEP agrees that grease traps may
be installed (to which the Church has repudiated any obligation to contribute)
or other lower-cost alternatives may be implemented, then Escrow Agent shall
release to Buyer the Escrow Fund, whereupon Seller's liability with regard to
the Required Modifications shall terminate, provided and upon condition that the
cost of the lower cost modifications shall not exceed $20,000.00.

         3. Inability to Obtain PADEP Consent to Lower Cost Alternative. If
despite Buyer's reasonable efforts to do so, Buyer is unable to obtain PADEP
consent to a lower-cost alternative to the Required Modifications, then at such
time as the cost of the Required Modifications is determined, Buyer shall use
commercially reasonable efforts (which shall not require the institution of
litigation) to obtain payments from all users of the Property, to include
Church, to pay for such modifications by a long-term increase to the sewer
rental rate charged to all tenants and to the Church. In the event any of the
tenants or Church refuse to pay said portion of the Required Modifications,
Buyer, after no less than 10 days written notice to Seller, advising Seller of
the efforts made by Buyer to collect from the particular tenant and the
calculated reimbursement to be lost, Buyer shall notify the Escrow Agent, in
writing, with copy to Seller, who may release and remit to Buyer a sum equal to
the lost revenue by reason of the refusal of a tenant or tenants to pay their
usage share for the Required Modifications. It is furthermore noted that, by
reason of separate payment/credit from Seller to Buyer, that such right of Buyer
to request withdrawal from the Escrow Fund shall not occur until any lost
reimbursement for Required Modifications exceeds $20,000.00. If, after a period
of six (6) months from Buyer's issuance of increased rate notices to all users,
all users are paying the increased rate without threat of litigation, the
remaining Escrow Fund shall be released to Seller. Likewise, after said six (6)
month period, if any tenants are not paying, and the hereinbefore described
procedure for withdrawal from the Escrow Fund has been accomplished, and there
remains any funds in the Escrow Fund, such shall be promptly remitted to Seller.




                                        2


<PAGE>





         4. Escrow Agent. The execution of this Agreement by Escrow Agent is
solely for the purpose of evidencing the acknowledgment by Escrow Agent of the
receipt of the Escrow Fund and setting forth Escrow Agent's obligations with
respect to the Escrow Fund. Seller and Buyer acknowledge that Escrow Agent has
no duties or responsibilities hereunder other than to hold, invest and disburse
the Escrow Fund in accordance with this Agreement. Escrow Agent shall notify
both Seller and Buyer before releasing any portion of the Escrow Fund. In the
event of any dispute regarding any action taken or proposed to be taken by
Escrow Agent with respect to the Escrow Fund, Escrow Agent may cause the Escrow
Fund to be placed into the registry of a court of competent jurisdiction
pursuant to an action of interpleader commenced by Escrow Agent, and Seller and
Buyer, jointly and severally, shall pay directly or reimburse Escrow Agent for
any and all expenses so incurred by Escrow Agent, including, without limitation,
reasonable attorneys' fees incurred by Escrow Agent in any such action. Seller
and Buyer acknowledge that Escrow Agent is acting hereunder solely as a
convenience to the parties, and except for Escrow Agent's gross negligence or
willful acts of misconduct, Seller and Buyer, jointly and severally, shall
indemnify and hold harmless Escrow Agent of and from any and all liabilities,
costs, expenses and claims (including reasonably attorneys' fee actually
incurred), of any nature whatsoever, by reason of or arising out of its acting
as escrow agent hereunder. Escrow Agent may obtain the advice of counsel and
shall be protected in any action taken in good faith in accordance with such
advice. Escrow Agent shall not be required to defend any legal proceedings that
may be instituted against Escrow Agent in respect of this Agreement or the
Escrow Fund unless requested to do so by the Seller and Buyer and indemnified to
the satisfaction of the Escrow Agent against the cost and expenses of such
defense. Escrow Agent shall not be required to institute legal proceedings of
any kind. Escrow Agent shall have no responsibility for the genuineness or
validity of any document or other item submitted to Escrow Agent, and shall be
protected in acting in accordance with any written instructions given to the
Escrow Agent which have been signed by Seller and Buyer.

         5. Notices. Any notice pursuant to this Agreement shall be validly
given, if in writing, sent by recognized national overnight delivery service or
in person, in which event the date of service is the day of delivery, or by
pre-paid registered or certified mail, restricted delivery, return receipt
requested, in which event the date of service shall be the date of acceptance or
refusal. Notices shall be addressed to the parties at their addresses first set
forth hereinabove, or at such other address as the respective party may
designate by notice given to the other parties in accordance with this Section
5.

         6. Seller's Responsibility. This Escrow Agreement shall address
Seller's full and final liability with regard to the Required Modifications to
the Plant other than as set forth in that certain agreement titled "Assignment
and Assumption Agreement" executed between the parties contemporaneously
herewith.

                                        3


<PAGE>



         7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such
counterparts shall constitute one Agreement. To facilitate execution of this
Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages.

         8. Agreement Binding. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.

         IN WITNESS WHEREOF, Seller, Buyer and Escrow Agent have executed this
Agreement as of the date first above written.

                                       Caldwell Development, Inc.

                                       By:_______________________________
                                                Mark G. Caldwell

                                       Newport Plaza Associates, L.P.

                                       By: CIF-Newport Plaza Associates, LLC

                                       By: Cedar Income Fund Partnership, L.P.

                                       By: Cedar Income Fund, Lt.

                                       By: _______________________________
                                           Brenda J. Walker, Vice Pres.


Escrow Agent agrees to receive,
hold and disburse the Escrow Fund
in accordance with the terms and
conditions of this Agreement.

Citizens Bank of Pennsylvania

By:_______________________________

52035

                                        4




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>17
<FILENAME>ex10-15.txt
<DESCRIPTION>EXHIBIT 10.15
<TEXT>
<PAGE>

                                  BILL OF SALE
                                  ------------

         This Bill of Sale is made and executed this _____ day of January, 2003,
by CALDWELL DEVELOPMENT, INC., a Pennsylvania corporation, having its principal
place of business at 434 North Front Street, Wormleysburg, Cumberland County,
Pennsylvania ("Seller"), to NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited
partnership, having offices at c/o Cedar Bay Realty Advisors, Inc., 44 South
Bayles Avenue, Port Washington, New York 11050 ("Buyer").

                                    Recitals:
                                    ---------

         A. Seller has agreed to convey to Buyer all of Seller's interest in and
to that certain tract of land more particularly described on Exhibit "A",
attached hereto and made a part hereof, and being commonly known as Newport
Plaza Shopping Center, Howe Township, Pennsylvania (the "Property").

         B. Seller desires to assign, transfer, and convey to Buyer, subject to
the terms and conditions of this Agreement, all fixtures, equipment, apparatus,
machinery, appliances, furnishings, books and records (including computer-stored
data, programs, etc.) and other tangible personal property, wherever located,
owned by Seller and used in connection with Seller's operation and all leasehold
improvements located thereon, but excluding, however, any and all personal
property owned or leased by tenants of the Property (other than personal
property leased by tenants from Seller) and any leasehold improvements that any
such tenant may, pursuant to the terms of its lease, have the right to remove
from its demised premises (all such property not so expressly excluded being
hereinafter collectively referred to as the "Personal Property").

         NOW, THEREFORE, in consideration of the receipt of Ten and 00/100
($10.00) Dollars and other good and valuable consideration in hand paid by Buyer
to Seller, the receipt and sufficiency of which are hereby acknowledged by
Seller, Seller does hereby grant, bargain, sell, assign, transfer, set over,
convey and deliver to Buyer, its legal representatives, its successors, and its
assigns, effective as of the date set forth hereinabove, all of Seller's right,
title, and interest in and to the Personal Property.

         And for the same consideration, Seller hereby covenants with Buyer, its
legal representatives, its successors, and its assigns that the Personal
Property is free of all encumbrances and that Seller does warrant and will
forever defend the same to Buyer, its legal representatives, its successors, and
its assigns against the lawful claims and demands of all persons whatsoever.
















<PAGE>






         IN WITNESS WHEREOF, Seller, by its duly authorized officer, has
executed this Bill of Sale.

ATTEST:                                              CALDWELL DEVELOPMENT, INC.

By:_____________________________                     By:________________________
                                                              Mark G. Caldwell
                                                              President























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>ex10-16.txt
<DESCRIPTION>EXHIBIT 10.16
<TEXT>
<PAGE>

                        INDEMNIFICATION AGREEMENT BETWEEN
                        ---------------------------------
                              MARK G. CALDWELL AND
                              --------------------
                         NEWPORT PLAZA ASSOCIATES, L.P.
                         ------------------------------

         This INDEMNIFICATION AGREEMENT is dated this ______ day of February
2003, and made by and between MARK G. CALDWELL, ("Caldwell") and NEWPORT PLAZA
ASSOCIATES, L.P. ("Newport Plaza").

         WHEREAS, Caldwell is, contemporaneously with the execution of this
Indemnification Agreement, conveying a transfer of title to those certain
commercial improvements known as the Newport Plaza, Howe Township, Perry County,
Pennsylvania (hereinafter, "Premises"), which Premises contains, as an outparcel
thereon, a certain McDonald's restaurant (the "McDonald's Premises"), which is
leased by Caldwell to McDonald's, the initial Lease being dated May 28, 1993, as
amended by Agreement dated August 15, 1995 and Supplement dated January 25, 1996
(collectively, the "Lease"), which is being assigned from Caldwell to Newport
Plaza with the transfer of title to the Premises; and

         WHEREAS, the McDonald's Lease contains certain rights of McDonald's to
purchase the Premises at a sliding purchase price depending upon the date of
exercise of the option to purchase; and

         WHEREAS, on November 16, 2000, McDonald's gave notice of exercise of an
option to purchase the McDonald's Premises pursuant to Article 14 of the Lease,
which date was on or before the expiration of the first five years of the Lease
term, noting further that Article 14 of the Lease provides, in pertinent part,
the closing of the purchase is to occur ninety (90) days from the giving of
notice of exercise of the option; and

         WHEREAS, no purchase agreement was signed, although McDonald's and
Caldwell engaged in certain discussions concerning amending the Lease and
deferring the option to purchase to a later date, whereupon McDonald's and
Caldwell entered into an Agreement to Extend Closing Date ("Closing Extension
Agreement") providing for the obligation of the parties to be deferred and
otherwise amending the Lease. McDonald's and Caldwell entered into the Closing
Extension Agreement providing for a period until November 30, 2001 to enter into
such amendment and, failing such, to close on or before January 31, 2002; and






<PAGE>




         WHEREAS, no amendment to the Lease was executed and McDonald's took no
further actions to proceed with closing or exercise of the option to purchase at
that time; and

         WHEREAS, McDonald's was recently contacted relative to the instant
transaction between Caldwell and Newport Plaza, whereupon it claimed that it had
exercised the option at the then-option price in November 2000, which would be a
total of $60,000.00 less than if the option were exercised at this time; and

         WHEREAS, therefore, dispute or potential dispute would appear to exist
or may exist in the future with McDonald's relative to whether the November 16,
2000 exercise of the option was a nullity and, if McDonald's wishes to pursue
exercise of the option, what price would control; and

         WHEREAS, although Caldwell and Newport Plaza do acknowledge that,
according to the McDonald's Lease, McDonald's may have the right in the future
to exercise rights to purchase, Caldwell and Newport Plaza reasonably believe
the exercise by McDonald's in November 16, 2000 failed by reason of the lack of
action to proceed with subdivision, governmental approval and transfer, or
otherwise, to further their intended exercise of the right to purchase the
Premises; and

         WHEREAS, Newport Plaza wishes to proceed with the purchase of the
Premises and succeed to the rights and duties of Caldwell with regard to the
McDonald's Lease, it has agreed to do so in view of such dispute with
McDonald's, only upon Caldwell's entering into this Indemnification Agreement in
accord with the specific terms, provisions and limitations hereinafter stated.

         NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, do agree as follows:









                                        2
<PAGE>



         1. The parties incorporate the recitals hereinbefore set forth into the
body of this Agreement as though same were again set forth where not
inconsistent with the following paragraphs.

         2. In the event, at any time after the date of execution and delivery
of this Indemnification Agreement, and for a period thereafter not to exceed two
(2) years ("McDonald's Claim Period") in the event McDonald's proceeds in any
manner to assert, in writing, a claim or takes any such other actions to attempt
to proceed with the purchase of the Premises based upon the August 27, 1998
exercise of option, and the option price therein provided, Newport Plaza shall
promptly notify Caldwell, not later than thirty (30) days after receipt of any
such notice of McDonald's, of such actions, whereupon Caldwell shall, within ten
(10) days of receipt from Newport Plaza, notify Newport Plaza in writing that it
shall assume responsibility for defense of any such actions or assertions by
McDonald's, the cost of which defense and litigation, if required, to be however
equally divided between Caldwell and Newport Plaza. It is noted the parties
acknowledge that McDonald's has the future and ongoing right to exercise the
option to purchase the Premises, but only at the then-stated price in the Lease
at the time of the exercise and timely purchase of the McDonald's Premises. If
Caldwell receives any notices, it shall likewise timely share same with Newport
Associates. Caldwell and Newport Plaza agree that neither shall intentionally
initiate any communications in any form and manner with McDonald's to address
the subject option or any matters in this Indemnification Agreement during the
term of the McDonald's Claim Period, except in response to any claim relating
thereto initiated by McDonald's, in which event copies of such claims shall be
furnished to the other party, absent written prior notice and receipt of written
consent from the other party.

         3. Newport Plaza shall have the opportunity to participate with its own
attorneys and advisors in any such defense and litigation, but so long as
Caldwell is timely and responsibly fulfilling its obligations pursuant to this
Indemnification Agreement to defend hereunder, such further attorneys and
consultants of Newport Plaza shall be at its own cost. It is further noted that
the above-referenced time frame shall not release or terminate Caldwell's to
defend and indemnify Newport Plaza by virtue of excusable late notice, unless
such late notice would materially prejudice Caldwell's ability to defend any
such actions or claims of McDonald's.


                                        3
<PAGE>




         4. A. Indemnification. Furthermore, in the event McDonald's would
prevail by final or appealable decree, judgment, or by agreement of McDonald's,
Caldwell and Newport Plaza, that would result in determination or agreement that
the option price in effect in August 27, 1998 is the applicable price for
purchase of the McDonald's Premises, Caldwell will indemnify Newport Plaza for
the difference between such price and the sum of $360,000 (such amount, the
"Price Differential"), provided that the maximum limit of Caldwell's
indemnification under this Agreement shall not exceed $60,000 plus Caldwell's
one-half of the attorneys' fees and costs of defending against McDonald's
attempt to enforce its option. Caldwell shall pay the Price Differential to
Newport on the date that Newport shall be required to convey title to the
McDonald's Premises to McDonald's for a purchase price less than $360,000. If,
however, the McDonald's Premiss cannot be separately subdivided from the
remainder of the Newport Plaza Shopping Center and therefore under the terms of
the McDonald's lease, McDonald's is entitled to receive a new lease for the
maximum term allowed by law upon payment of a sum less than $360,000, Caldwell
shall pay the Price Differential to Newport upon the execution of such new
lease, provided the maximum limit of Caldwell's obligation shall not exceed
$60,000, plus one- half (1/2) of any legal costs to defend against McDonald's
attempt to enforce its option.

         B. Letter of Credit. For the purpose of securing the performance of
Caldwell's indemnification obligations to Newport Plaza under this
Indemnification Agreement, Caldwell is hereby delivering to Newport Plaza with
this Indemnification Agreement an unconditional irrevocable stand-by letter of
credit in the sum of $60,000 from a commercial bank or savings and loan
association having a branch where such letter of credit may be presented for
payment in the County of Dauphin, such letter of credit to be in the form of
Exhibit "A" attached hereto and made a part hereof (the "Letter of Credit"). The
Letter of Credit shall have an expiration date no earlier than one (1) year from


                                        4
<PAGE>



the execution and delivery of this Indemnification Agreement. Newport Plaza
shall have the right to draw down the Letter of Credit in accordance with the
provisions of subparagraph C hereof. The Letter of Credit, if not drawn upon by
Newport Plaza by reason of Caldwell's default hereunder, shall be returned to
Caldwell following the expiration of the McDonald's Claim Period, provided that
McDonald's has not asserted, claimed, or taken such other action to attempt to
proceed with the purchase of the Premises during the McDonald's Claim Period, or
(ii) in the event McDonald's has asserted, claimed or taken such other action to
attempt to proceed with the purchase of the Premises during the McDonald's Claim
Period, upon the complete fulfillment of Caldwell's obligations hereunder,
including, but not limited to, its indemnification of Newport Plaza for the
McDonald's Purchase Price Differential.

         C. Renewal and Replacement Letter of Credit. (1) Caldwell shall renew
or replace the Letter of Credit at least thirty (30) days prior to its
expiration date with a renewal or replacement Letter of Credit complying with
the terms of this paragraph and having an expiration date no earlier than one
(1) year from its issuance, and will thereafter renew or replace such renewal or
replacement Letter of Credit and each succeeding Letter of Credit thirty (30)
days prior to its expiration, so that a Letter of Credit complying with the
terms of this Indemnification Agreement shall continuously remain in effect
until the later to occur of (i) the expiration of the McDonald's Claim Period
(provided that McDonald's has not, subsequent to the date of this
Indemnification Agreement, asserted, claimed or taken such other action to
attempt to proceed with the purchase of the Premises during the McDonald's Claim
Period for a purchase price less than $360,000), or (ii) in the event McDonald's
has asserted, claimed or taken such other action to attempt to proceed with the
purchase of the Premises during the McDonald's Claim Period for a purchase price
less than $360,000, the complete fulfillment of Caldwell's obligations
hereunder, including, but not limited to, its indemnification of Newport Plaza
for the McDonald's Purchase Price Differential, but which may also include the
legal challenge to any such claim asserted by McDonald's, in which event the
McDonald's Claim Period would expire upon final and unappealable dismissal of
the McDonald's claim.


                                        5
<PAGE>




         (2) In addition to its obligations to do so under subparagraph B and
subparagraph (1) of this subparagraph C, Tenant shall replace the Letter of
Credit within five (5) days of receipt of written notice from Newport Plaza that
the issuer has (i) entered into a supervisory agreement or consent order with
the Federal Deposit Insurance Corporation, the Office of Thrift Supervision, or
any other state or federal regulatory authority with jurisdiction such issuer;
or (ii) become subject to an order or directive of any of the foregoing
authorities with respect to the regulation of its activities; or (iii) notified
Newport Plaza that it shall not (A) honor a draw under the Letter of Credit; or
(B) renew or extend the Letter of Credit beyond its then current expiration
date.

         D. Newport Plaza's Draw Down of Letter of Credit. Newport Plaza shall
have the absolute right to draw on the Letter of Credit in full immediately upon
the occurrence of any of the following:

                  (a) Caldwell's failure to renew or replace the Letter of
         Credit in accordance with this Paragraph 3, which failure is not cured
         within two (2) business days following receipt of written notice from
         Newport Plaza to Caldwell; or

                  (b) Caldwell's failure to promptly take, within twenty (20)
         days after notice thereof from Newport, such actions as Caldwell may
         reasonably deem appropriate to defend any action brought by McDonald's
         for specific performance of its purchase option or for declaratory
         relief as to the option price or any other action brought by McDonald's
         relating to an attempt to purchase the Premises for a purchase price
         less than $360,000 (e.g., Caldwell's failure to confirm that it will
         file responsive pleadings within the time periods.)

                  (c) Caldwell's failure to pay its share of the costs of
         defense as referred to in this Agreement, which failure is not cured
         within twenty (20) days after receipt of notice thereof from Newport
         Plaza to Caldwell; and


                                        6
<PAGE>



            (d) Caldwell's failure to pay the McDonald's Price Differential to
         Newport Plaza, as herein provided, on or before the applicable date
         required herein, and failure is not cured within twenty (20) days after
         receipt of notice from Newport Plaza to Caldwell.

         5. Any notice pursuant to this Indemnification Agreement shall be
validly given, if in writing, sent by recognized national overnight delivery
service or in person, in which event the date of service is the day of delivery,
or by pre-paid registered or certified mail, restricted delivery, return receipt
requested, in which event the date of service shall be the date of acceptance or
refusal addressed to:

            If to Newport Associates:

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

            With a copy to:

            Warren S. Sacks, P.C.
            707 Westchester Avenue, Suite 303
            White Plains, NY 10604

            If to Caldwell:

            Caldwell Development, Inc.
            434 North Front Street
            Wormleysburg, PA 17043

            With a copy to:

            James R. Clippinger, Esquire
            Caldwell & Kearns
            3631 North Front Street
            Harrisburg, PA 17110

         6. Other than as herein set forth, Caldwell shall have no other
obligation to Newport Associates, or its predecessor, Cedar Income Fund
Partnership, LP, in any manner, form or regard with regard to the McDonald's
Lease.


                                        7
<PAGE>



         7. The rights created by this Indemnification Agreement shall inure to
the benefit of, and the obligations created hereby shall be binding upon the
successors and assigns of the parties hereto.

         8. This Indemnification Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

         9. This Indemnification Agreement may be amended only by the writing
signed by all the parties hereto.

         10. If any provisions of this Indemnification Agreement shall be held
invalid under any applicable laws, such invalidity shall not affect any other
provision of this Agreement that can be given effect without the invalid
provision, and to this end, the provisions hereof are severable.

         11. This Indemnification Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement on the day and year first above written.


WITNESS:


___________________________                   By:_______________________________
                                                       Mark G. Caldwell



ATTEST:                                       NEWPORT PLAZA ASSOCIATES, L.P

______________________________                By:_______________________________
51748
                                              Title:____________________________

















                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>19
<FILENAME>ex10-17.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>
<PAGE>

                                 LOAN AGREEMENT
                                 --------------

         THIS LOAN AGREEMENT is made this _____ day of ___________, 2003, to be
delivered on _______________, 2003, by and between NEWPORT PLAZA ASSOCIATES,
L.P., a Delaware limited partnership, d/b/a Newport Plaza Shopping Center (the
"Borrower"), and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered
savings bank (the "Lender").

                                   Background
                                   ----------

         Borrower owns or is about to acquire certain real property consisting
of approximately 12 acres of land located at U.S. Route 322 and Route 34 in Howe
Township, Perry County, Pennsylvania (the "Premises"), as more fully described
in Exhibit A attached hereto and made a part hereof, and the improvements
thereon including buildings containing a total of approximately 66,789 square
feet (collectively, the "Improvements"), together comprising a retail shopping
center known as "Newport Plaza". The Premises and the Improvements are sometimes
collectively referred to herein as the "Project."

         Borrower has requested that Lender make available a credit facility in
the principal amount of Five Million Five Hundred Thirty Five Thousand Dollars
($5,535,000) (the "Loan") in order to finance a portion of the cost of the
acquisition of the Project and to reimburse Borrower for certain costs and
expenses incurred in connection with the acquisition of the Project and the
Loan. Lender is willing to extend the Loan to Borrower upon the terms and
subject to the conditions hereinafter set forth.

                                    Agreement
                                    ---------

         NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and intending to be legally bound hereby, Borrower
and Lender agree as follows:

                                   ARTICLE 1
                            DEFINITIONS; CONSTRUCTION

         1.1. Certain Definitions. As used in this Agreement, the following
terms have the following meanings (terms defined in the singular to have a
correlative meaning when used in the plural), unless the context hereof
otherwise clearly requires:

         "Additional Security" has the meaning ascribed to such term in Section
2.4.

         "Adjusted LIBOR Rate" means (i) the LIBOR Lending Rate plus two hundred
ten (210) basis points at all times from and after the Closing Date unless and
until the first date after the Closing Date on which the Standard & Poor's
Credit Rating for the Giant Lease Guarantor is lower than BBB-, or (ii) the
LIBOR Lending Rate plus two hundred fifty (250) basis points at all times from
and after the first date following the Closing Date on which the Standard &
Poor's Credit Rating for the Giant Lease Guarantor is lower than BBB-.



<PAGE>

         "Adjusted Prime Rate" means (i) the Prime Rate minus seventy five (75)
basis points at all times from and after the Closing Date unless and until the
first date after the Closing Date on which the Standard & Poor's Credit Rating
for the Giant Lease Guarantor is lower than BBB-, or (ii) the Prime Rate minus
thirty five (35) basis points at all times from and after the first date
following the Closing Date on which the Standard & Poor's Credit Rating for the
Giant Lease Guarantor is lower than BBB-.

         "Advance" means an advance by Lender of a portion of the Loan pursuant
to this Agreement (and includes the Initial Advance and the Subsequent
Acquisition Advance).

         "Affiliate" of a Person (the "Specified Person") shall mean (i) any
Person which directly or indirectly controls, or is controlled by, or is under
common control with, the Specified Person, (ii) any executive officer (or, in
the case of a Person which is not a corporation, any individual having analogous
powers) of the Specified Person, and (iii) in the case of a Specified Person who
is an individual, any lineal ancestor or lineal descendant of such Specified
Person. For purposes of the preceding sentence, "control" of a Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "Agreement" means this Loan Agreement as the same may be amended,
modified, restated or supplemented from time to time in accordance with its
terms.

         "Agreement of Sale" means the Agreement for the Sale of Real Estate
dated August 2002 between Cedar Operating Partnership, as purchaser, and
Caldwell Development, Inc., as seller, providing for the sale of the Premises
and Improvements for the sum of $4,800,000.

         "Approved Lease" has the meaning ascribed to such term in Section 6.8.

         "Assignee" has the meaning ascribed to such term in Section 10.9.

         "Assignments of Lease" has the meaning ascribed to such term in Section
2.3.

         "Borrower" has the meaning ascribed to such term in the preamble of
this Agreement.

         "Broker" means, collectively, Phillip Deeter and iCap Realty Advisors.

         "Business Day" means: (i) any day which is neither a Saturday or Sunday
nor a legal holiday on which commercial banks are authorized or required to be
closed in Philadelphia, Pennsylvania; (ii) when such term is used to describe a
day on which a borrowing, payment, prepaying, or repaying is to be made in
respect of any LIBOR Rate Loan, any day which is: (A) neither a Saturday or
Sunday nor a legal holiday on which commercial banks are authorized or required
to be closed in New York City and (B) a London Banking Day; and (iii) when such
term is used to describe a day on which an interest rate determination is to be
made in respect of any LIBOR Rate Loan, any day which is a London Banking Day.


                                      -2-
<PAGE>


         "Cedar Operating Partnership" means Cedar Income Fund Partnership,
L.P., a Delaware limited partnership.

         "Cedar REIT" means Cedar Income Fund, Ltd., a Maryland corporation, the
common stock of which is publicly traded on the NASDAQ securities market.

         "Cedar REIT's Financial Statements" means the Consolidated Balance
Sheets of Cedar Income Fund, Ltd., and the Related Consolidated Statements of
Operation, Shareholders' Equity and Cash Flows prepared in accordance with GAAP.

         "Closing Date" means the date of execution and delivery of this
Agreement as indicated on the first page hereof.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute of similar import, and regulations thereunder, in each case as
in effect from time to time, and the Treasury regulations thereunder.

         "Default" means any event or condition which with notice, passage of
time or both, would constitute an Event of Default.

         "Default Rate" means, with respect to the principal amount of the Loan
or any other amounts payable under any of the other Loan Documents, an annual
rate equal to the sum of (i) five percent (5%) per annum plus (ii)(A) the
interest rate per annum otherwise in effect with respect to such amounts or (B)
if no such rate is otherwise in effect with respect to such amounts, the
Adjusted Prime Rate.

         "Dollar", "Dollars" and the symbol "$" means lawful money of the United
States of America.

         "Eligible Institution" means (i) Lender; (ii) an Affiliate of Lender:
(iii) a commercial bank organized under the laws of the United States, or any
State thereof, and having a combined capital and surplus of at least
$1,000,000,000; (iv) a savings and loan association or savings bank organized
under the laws of the United States, or any State thereof, and having a combined
capital and surplus of at least $1,000,000,000; (v) a commercial bank organized
under the laws of any other country that is a member of the Organization for
Economic Cooperation and Development or has concluded special lending
arrangements with the International Monetary Fund associated with its General
Arrangements to Borrow or under the laws of a political subdivision of any such
country, and having a combined capital and surplus of at least $1,000,000,000,
so long as such bank is acting through a branch or agency located in the United
States; and (vi) a finance company, insurance company or other financial
institution or fund (whether a corporation, partnership, trust or other entity)
that is engaged in making, purchasing or otherwise investing in commercial loans
in the ordinary course of its business and having a combined capital and surplus
or total assets of at least $500,000,000; provided, however, that neither
Borrower nor any Affiliate of Borrower shall qualify as an Eligible Institution
under this definition.

         "Environmental Agreement" has the meaning ascribed to such term in
Section 2.3.


                                      -3-
<PAGE>


         "Event of Default" means any of the Events of Default described in
Section 9.1.

         "Existing Leases" has the meaning ascribed to such term in Section 5.2.

         "Existing Management Agreement" has the meaning ascribed to such term
in Section 5.2.

         "Existing Manager" means Brentway Management, LLC, a New York limited
liability company.

         "Existing Tenants" has the meaning ascribed to such term in Section
5.2.

         "Financing Statements" has the meaning ascribed to such term in Section
2.3.

         "FIRREA" means the Financial Institution's Reform, Recovery and
Enforcement Act of 1989, as amended, and any successor statute of similar
import, and regulations thereunder, in each case as in effect from time to time.

         "GAAP" has the meaning ascribed to such term in Section 1.3.

         "General Collateral Assignment" has the meaning ascribed to such term
in Section 2.3.

         "Giant Building" means the building located on the Premises containing
approximately 32,000 square feet which was constructed and is owned and operated
by Giant Food Stores, Inc. as a retail food store pursuant to the Giant Lease.

         "Giant Lease" means the Ground Lease Agreement between Borrower, as
successor landlord, and Giant Food Stores, Inc., as tenant, dated May 23, 1995
covering approximately 39,000 square feet of the Premises, as guaranteed by a
Lease Guaranty dated May 23, 1995 executed by Giant Lease Guarantor.

         "Giant Lease Guarantor" means Koninklijke Ahold NV, a Netherlands
company.

         "Governmental Approvals" has the meaning ascribed to such term in
Section 5.2.

         "Governmental Authority" means any government or political subdivision
or any agency, authority, bureau, central bank, commission, department or
instrumentality of either, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.

         "Guarantor" means Cedar REIT or Cedar Operating Partnership, and
"Guarantors" means both of them.

         "Hedging Contracts" means interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, or any other agreements or
arrangements entered into between Borrower and Lender and designed to protect
Borrower against fluctuations in interest rates or currency exchange rates,
including the Interest Rate Protection Agreements.


                                      -4-
<PAGE>


         "Hedging Obligations" means, with respect to Borrower, all liabilities
of Borrower to Lender under Hedging Contracts.

         "Improvements" has the meaning ascribed to such term in the Background
of this Agreement.

         "Indemnitees" has the meaning ascribed to such term in Section 10.11.

         "Initial Advance" has the meaning ascribed to such term in Section 8.1.

         "Interest Payment Date" means, (i) with respect to a LIBOR Rate Loan,
the last Business Day of a LIBOR Interest Period, and (ii) with respect to a
Prime Rate Loan, the last Business Day of each calendar month.

         "Interest Rate Protection Agreements" has the meaning ascribed to such
term in Section 2.3

         "Law" means any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, order, guideline, injunction, writ, decree
or award of, or any permit. approval or license granted by, any Governmental
Authority, including without limitation those relating to tax, zoning,
subdivision, building, safety, fire protection, accessibility to, usability by
or discrimination against disabled individuals or environmental matters.

         "Lender" has the meaning ascribed to such term in the preamble of this
Agreement.

         "LIBOR Interest Period" means:

         (i) initially, the period beginning on (and including) the Closing Date
and ending on (but excluding) the day which numerically corresponds to such date
one month thereafter (or, if such month has no numerically corresponding day, on
the last Business Day of such month), or

         (ii) if a Prime Rate Loan is converted into a LIBOR Rate Loan pursuant
to Section 3.3 or Section 3.4, initially the period beginning on (and including)
the conversion date and ending on (but excluding) the day which numerically
corresponds to such date one month thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month) and,
regardless of whether clause (i) above or this clause (ii) is applicable,

         (iii) thereafter, each period commencing on the last day of the next
preceding LIBOR Interest Period applicable to a LIBOR Rate Loan and ending one
month thereafter:

provided, however, that in any event

                  (A) the initial LIBOR Interest Period applicable to the
Subsequent Acquisition Advance shall end on the same day as the LIBOR Interest
Period applicable to the Initial Advance on the day the Subsequent Acquisition
Advance is made;

                                      -5-
<PAGE>


                  (B) LIBOR Interest Periods for a LIBOR Rate Loan in connection
with which Borrower has or may incur Hedging Obligations with Lender shall be of
the same duration as the relevant periods set under the applicable Hedging
Contracts;

                  (C) if such LIBOR Interest Period would otherwise end on a day
which is not a Business Day, such LIBOR Interest Period shall end on the next
following Business Day unless such day falls in the next calendar month, in
which case such LIBOR Interest Period shall end on the first preceding Business
Day; and

                  (D) no LIBOR Interest Period may end later than the
termination of this Agreement.

         "LIBOR Lending Rate" means, relative to any LIBOR Rate Loan to be made,
continued or maintained as, or converted into, a LIBOR Rate Loan for any LIBOR
Interest Period, an annual interest rate determined pursuant to the following
formula:

         LIBOR Lending Rate         =                 LIBOR Rate
                                                      ----------
                                        (1.00 -LIBOR Reserve Percentage)

provided, however, that the LIBOR Lending Rate for the initial LIBOR Interest
Period applicable to the Subsequent Acquisition Advance shall be the same as the
LIBOR Lending Rate applicable to the Initial Advance on the day the Subsequent
Acquisition Advance is made.

         "LIBOR Rate" means, relative to a LIBOR Interest Period for a LIBOR
Rate Loan, the offered rate for deposits of United States Dollars in an amount
approximately equal to the amount of the requested LIBOR Rate Loan for a term
coextensive with the designated LIBOR Interest Period which the British Bankers'
Association fixes as its LIBOR rate and which appears on the Telerate page 3750
as of 11:00 a.m. London time on the day which is two London Banking Days prior
to the beginning of such LIBOR Interest Period.

         "LIBOR Rate Loan" means the entire outstanding principal balance of the
Loan or any portion thereof with respect to which the applicable rate of
interest is based upon the LIBOR Rate.

         "LIBOR Rate Loan Prepayment Fee" has the meaning ascribed to such term
in Section 4.2.

         "LIBOR Reserve Percentage" means, relative to any day of a LIBOR
Interest Period for a LIBOR Rate Loan, the maximum aggregate (without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements (including all basic, emergency, supplemental, marginal and other
reserves and taking into account any transitional adjustments or other scheduled
changes in reserve requirements) under any regulations of the Board of Governors
of the Federal Reserve System or other governmental authority having
jurisdiction with respect thereto as issued from time to time and then
applicable to assets or liabilities consisting of "Eurocurrency Liabilities", as
currently defined in Regulation D of the Board of Governors of the Federal
Reserve System, having a term approximately equal or comparable to such LIBOR
Interest Period.

                                      -6-
<PAGE>

         "Liquid Assets" has the meaning ascribed to such term in Section 6.2.

         "Loan" has the meaning ascribed to such term in the Background of this
Agreement.

         "Loan Documents" has the meaning ascribed to such term in Section 2.3.

         "Loan Fee" has the meaning ascribed to such term in Section 6.17.

         "London Banking Day" means a day on which dealings in United States
Dollar deposits are transacted in the London interbank market.

         "Maturity Date" has the meaning ascribed to such term in Section 4.1.

         "McDonald's Lease" means the Ground Lease Agreement between Borrower,
as successor landlord, and McDonald's Corporation d/b/a Delaware McDonald's
Corporation, as tenant, dated May 28, 1993, as amended January 25, 1996, August
15, 1995, and undated Agreement to Extend Closing Date, covering the McDonald's
Premises.

         "McDonald's Premises" means a parcel of land containing approximately
32,835 square feet comprising a portion of the Premises.

         "McDonald's Tenant" McDonald's Corporation d/b/a Delaware McDonald's
Corporation means.

         "Mortgage" has the meaning ascribed to such term in Section 2.3.

         "Net Worth" has the meaning ascribed to such term in Section 6.2.

         "Note" means the Promissory Note of Borrower evidencing the Loan,
together with any allonges thereto, from time to time; and any promissory note
issued in substitution therefor pursuant to the terms hereof, together with all
extensions, renewals, refinancings or refundings thereof in whole or part, in
each case as the same may be amended, modified, restated or supplemented from
time to time.

         "Obligations" shall mean all indebtedness, obligations and liabilities
of Borrower to Lender from time to time arising under or in connection with or
related to or evidenced by or secured by this Agreement or any other Loan
Document, and all extensions, renewals or refinancings thereof, whether such
indebtedness, obligations or liabilities are direct or indirect, otherwise
secured or unsecured, joint or several, absolute or contingent, due or to become
due, whether for payment or performance, now existing or hereafter arising.
Without limitation of the foregoing, such indebtedness, obligations and
liabilities include the principal amount of all Advances (whether or not the
Advances were made in compliance with the terms and conditions of this Agreement
or in excess of the obligation of Lender to lend), any and all Hedging
Obligations, interest, fees, indemnities or expenses under or in connection with
this Agreement or any other Loan Document, and all extensions, renewals and
refinancings thereof. Obligations shall remain Obligations notwithstanding any
assignment or transfer or any subsequent assignment or transfer of any of the
Obligations or any interest therein.

                                      -7-
<PAGE>


         "Person" means an individual, corporation, partnership, trust,
unincorporated association, limited liability company, joint venture,
joint-stock company, Governmental Authority or any other entity.

         "Premises" has the meaning ascribed to such term in the Background of
this Agreement.

         "Prime Interest Period" means the period beginning on (and including)
the date on which a Prime Rate Loan is made or on which a LIBOR Rate Loan is
converted into a Prime Rate Loan pursuant to Article 3 and ending on (but
excluding) the date when such Prime Rate Loan is converted into a LIBOR Rate
Loan pursuant to Article 3.

         "Prime Rate" means the annual interest rate publicly announced by
Lender from time to time as its prime rate. The Prime Rate is determined from
time to time by Lender as a means of pricing some loans to its borrowers. The
Prime Rate is not tied to any external rate of interest or index, and does not
necessarily reflect the lowest rate of interest actually charged by Lender to
any particular class or category of customers. If and when the Prime Rate
changes, the rate of interest with respect to any amounts hereunder to which the
Prime Rate applies will change automatically without notice to Borrower,
effective on the date of any such change.

         "Prime Rate Loan" means the entire outstanding principal balance of the
Loan or any portion thereof with respect to which the applicable rate of
interest is based upon the Prime Rate.

         "Principal Payment Date" means the last Business Day of each calendar
month.

         "Project" has the meaning ascribed to such term in the Background of
this Agreement.

         "Subsequent Acquisition Advance" has the meaning ascribed to such term
in Section 8.2.

         "Surety Agreement" has the meaning ascribed to such term in Section
2.3.

         "Taxes" means any present or future income, excise, stamp or franchise
taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any federal, state, local or foreign taxing authority.

         1.2. Construction. In this Agreement and each other Loan Document,
unless the context otherwise clearly requires,

                  (a) references to the plural include the singular, the
singular the plural and the part the whole;

                  (b) "or" has the inclusive meaning represented by the phrase
"and/or;"

                                      -8-
<PAGE>

                  (c) the terms "property" and "assets" each include all
properties and assets of any kind or nature, tangible or intangible, real,
personal or mixed, now existing or hereafter acquired;

                  (d) the words "hereof," "herein" and "hereunder" (and similar
terms) in this Agreement or any other Loan Document refer to this Agreement or
such other Loan Document, as the case may be, as a whole and not to any
particular provision of this Agreement or such other Loan Document;

                  (e) the words "includes" and "including" (and similar terms)
in this Agreement or any other Loan Document mean "includes, without limitation"
and "including, without limitation," respectively whether or not stated; and

                  (f) references to "determination" (and similar terms) by
Lender include good faith estimates by Lender (in the case of quantitative
determinations) and good faith beliefs by Lender (in the case of qualitative
determinations).

No doctrine of construction of ambiguities in agreements or instruments against
the interests of the party controlling the drafting thereof shall apply to this
Agreement or any other Loan Document. The section and other headings contained
in this Agreement and in each other Loan Document, and any tables of contents
contained herein or therein, are for reference purposes only and shall not
affect the construction or interpretation of this Agreement or such other Loan
Document in any respect.

         1.3. Accounting Principles.

                  (a) As used herein, "GAAP" shall mean generally accepted
accounting principles (other than as set forth herein as to consolidation) in
the United States, applied on a consistent basis. When the word "consolidated"
is used in this Agreement. it shall be used in a manner consistent with
generally accepted accounting principles in the United States.

                  (b) Except as otherwise provided in this Agreement (including
Section 6.2), all computations and determinations as to accounting or financial
matters shall be made, and all financial statements to be delivered pursuant to
this Agreement shall be prepared, in accordance with GAAP and all accounting or
financial terms shall have the meanings ascribed to such terms by GAAP; provided
that if because of a change in GAAP after the Closing Date Borrower would be
required to alter a previously utilized accounting principle, method or policy
in order to remain in compliance with GAAP, such determination shall continue to
be made in accordance with Borrower's previous accounting principles, methods
and policies unless otherwise agreed by Lender.

                                   ARTICLE 2
                                   THE LOAN

         2.1. Commitment to Lend. Subject to the terms, provisions and
conditions contained in this Agreement, Lender agrees to make Advances of the
Loan to Borrower. The Advances shall not exceed in the aggregate the stated
principal amount of the Loan.


                                      -9-
<PAGE>


         2.2. Promissory Note. Borrower's obligation to repay the Loan with
interest in accordance with the terms of this Agreement shall be evidenced by
the Note payable to the order of Lender.

         2.3. Loan Documents. As security for the Note and the performance by
Borrower of all its obligations hereunder and thereunder, the following
documents are being executed and delivered to Lender simultaneously herewith:

            (a) An Open-end Mortgage and Security Agreement dated this date (as
amended, modified or supplemented from time to time, the "Mortgage") executed by
Borrower in favor of Lender, encumbering the Premises, the improvements now or
hereafter erected thereon, including the Improvements, and all building
materials, equipment. furniture and fixtures necessary or incidental to the
operation, use, and maintenance thereof, and all renewals and replacements
thereof or additions thereto, all as more specifically described in the
Mortgage;

            (b) An Assignment of Leases and Rents dated this date (as amended,
modified or supplemented from time to time, the "Assignment of Leases") executed
by Borrower in favor of Lender, assigning to Lender all of Borrower's right,
title and interest in and to all existing and future leases of all or any part
of the Project, including Approved Leases;

            (c) A General Collateral Assignment and Security Agreement dated
this date (as amended, modified or supplemented from time to time, the "General
Collateral Assignment") executed by Borrower in favor of Lender, pursuant to
which Borrower assigns to Lender all of Borrower's right, title and interest in
and to all contracts, management agreements, licenses, permits, approvals,
guarantees, and similar items with respect to the ownership, construction,
rehabilitation and operation of the Project;

            (d) An Environmental Indemnity Agreement dated this date (as
amended, modified or supplemented from time to time, the "Environmental
Agreement") executed by Borrower in favor of Lender, pursuant to which Borrower
provides certain assurances and indemnities to Lender with respect to
environmental matters;

            (e) One or more Agreements dated this date (as amended, modified or
supplemented from time to time, the "Interest Rate Protection Agreements")
executed by Borrower and Lender pursuant to which (i) the interest rate
applicable to the Initial Advance is effectively converted from being based upon
the LIBOR Lending Rate or Prime Rate under this Agreement to being based upon a
fixed interest rate between the Closing Date and the Maturity Date, subject to
the provision that if Borrower makes a prepayment on account of the Loan as a
result of the sale of the McDonald's Premises pursuant to Section 2.5, the
effective interest rate conversion with respect to an amount equal to the
McDonald's Sale Prepayment Amount of the Initial Advance shall terminate on such
sale, and (ii) the interest rate applicable to the Subsequent Acquisition
Advance is effectively converted from being based upon the LIBOR Lending Rate or
Prime Rate under this Agreement to being based upon a fixed interest rate
between July 1, 2003 and the Maturity Date.

            (f) Financing Statements (as amended, modified or supplemented from
time to time, the "Financing Statements") executed by Borrower in favor of
Lender, pursuant to which the personal property security interests granted to
Lender in the Loan Documents are to be perfected; and


                                      -10-
<PAGE>


            (g) A Guaranty and Suretyship Agreement dated this date (as amended,
modified or supplemented from time to time, the "Surety Agreement") executed by
Guarantors in favor of Lender, pursuant to which Guarantors guarantee and become
sureties to Lender for the payment and performance of certain of Borrower's
obligations under this Agreement and under the other Loan Documents in
accordance with the terms and conditions set forth therein.

Borrower shall execute and deliver such additional documents and instruments as
Lender shall reasonably require in order to perfect Lender's lien on or security
interest in the foregoing property. This Agreement, the Note, the Mortgage, the
Assignment of Leases, the General Collateral Assignment, the Environmental
Agreement, the Financing Statements, the Surety Agreement, any Hedging Contracts
(including the Interest Rate Protection Agreements), and all other agreements
and instruments evidencing or securing the Loan, in each case as the same may be
amended, modified or supplemented from time to time hereafter, are hereinafter
collectively referred to as the "Loan Documents". All of the Loan Documents
shall be in form and substance satisfactory to Lender, and all necessary filing
and recording fees with respect thereto shall be paid by Borrower.

         2.4. Additional Security.

            (a) As additional security for the Note and all of Borrower's
obligations thereunder and hereunder, Borrower hereby irrevocably pledges and
assigns to Lender and grants to Lender a first lien security interest in all of
its right, title and interest in and to (i) any Hedging Contracts, (ii) all Loan
funds held by Lender, whether or not disbursed, (iii) all funds deposited by
Borrower with Lender or its designee under this Agreement or otherwise, (iv) all
other bank accounts of Borrower maintained at Lender and all reserves
established by Borrower and maintained at Lender, deferred payments due to
Borrower, deposits by Borrower, refunds due to Borrower and payments to Borrower
of any kind relating to the Project (collectively, the "Additional Security").

            (b) Borrower shall execute and deliver such additional documents and
instruments as Lender reasonably shall require in order to perfect Lender's lien
on or security interest in any of the Additional Security, including a photocopy
or reproduction of this Agreement (which shall be deemed to be a security
agreement under the Uniform Commercial Code) or any Financing Statement.
Borrower hereby appoints Lender or its designee as attorney-in-fact for Borrower
for the purpose of carrying out the foregoing provisions and the taking of any
action and the execution of any instrument which Lender may reasonably deem
necessary or appropriate to accomplish the purposes thereof, which appointment
as attorney-in-fact is irrevocable and coupled with an interest.

         2.5. Release of Security. Lender shall release the McDonald's Premises
from the lien of the Mortgage at the time of and in conjunction with the closing
for the sale of the McDonald's Premises by Borrower to the McDonald's Tenant
pursuant to the McDonald's Lease, subject to the satisfaction of the following
conditions:


                                      -11-
<PAGE>

            (a) Lender shall have received evidence satisfactory to it that the
McDonald's Premises is a legally subdivided parcel of land which can be
transferred and conveyed separately from and independently of the balance of the
Premises;

            (b) The McDonald's Lease is terminated at the time of the closing
for the sale of the McDonald's Premises and Borrower and Lender are released
from any and all liability in connection with the McDonald's Lease;

            (c) Borrower pays to Lender as a prepayment on account of the Loan
(which prepayment shall not require payment of any LIBOR Rate Loan Payment Fee)
an amount (the "McDonald's Sale Prepayment Amount") equal to the greater of (i)
$300,000 or (ii) the net proceeds from such sale ("net proceeds", for this
purpose, meaning the gross sales price, less and except only Borrower's portion
of applicable transfer taxes, Borrower's sales commission and normal pro rations
and adjustments);

            (d) Borrower pays all reasonable costs and expenses incurred by
Lender in connection with reviewing the conditions for such release, the
preparation of appropriate documentation and recording fees; and

            (e) No Event of Default, and no event or circumstance which with the
passage of time or the giving of notice or both would constitute an Event of
Default, has occurred prior to, or is in existence on, the date of such closing.

                                   ARTICLE 3
                            INTEREST RATE PROVISIONS

         3.1. Interest Rates.

            (a) Adjusted LIBOR Rates. Subject to the provisions of subsection
(b) hereof and Sections 3.3 and 3.4, the principal balance of the Loan
outstanding from time to time shall bear interest at the Adjusted LIBOR Rate. On
the Closing Date with respect to the initial LIBOR Interest Period and
thereafter not later than the first day of each successive LIBOR Interest
Period, Lender shall notify Borrower of the Adjusted LIBOR Rate applicable to
such LIBOR Interest Period.

            (b) Default Rate. The principal balance outstanding under the Loan
and any other amounts payable under any of the Loan Documents from time to time
shall bear interest at the Default Rate (i) following the occurrence and during
the continuance of an Event of Default (regardless of whether payment of the
Loan has been accelerated) and (ii) unless the term of the Loan is extended
pursuant to written agreement between Borrower and Lender, between the Maturity
Date and the date on which the Loan is paid in full.

            (c) Usurious Rate. All agreements between Borrower and Lender are
hereby expressly limited so that in no contingency or event whatsoever, whether
by reason of acceleration of maturity of the Loan or otherwise shall the amount
paid or agreed to be paid to Lender for the use or the forbearance of the
indebtedness evidenced hereby exceed the maximum permissible under applicable
law. As used herein, the term "applicable law" shall mean the law in effect as
of the Closing Date; provided, however, that in the event there is a change in


                                      -12-
<PAGE>


the law which results in a higher permissible rate of interest, then the Loan
Documents shall be governed by such new law as of its effective date. In this
regard, it is expressly agreed that it is the intent of Borrower and Lender in
the execution, delivery and acceptance of the Loan Documents to contract in
strict compliance with the applicable laws from time to time in effect. If,
under or from any circumstances whatsoever, fulfillment of any provision hereof
or of any of the Loan Documents at the time of performance of such provision
shall be due, shall involve transcending the limit of such validity prescribed
by applicable law, then the obligation to be fulfilled shall automatically be
reduced to the limits of such validity, and if under or from circumstances
whatsoever Lender should ever receive as interest an amount which would exceed
the highest lawful rate, such amount which would be excessive interest shall be
applied to the reduction of the principal balance evidenced hereby and not to
the payment of interest. This provision shall control every other provision of
all agreements between Borrower and Lender.

         3.2. Computation of Interest. Interest shall be computed on the basis
of a year of three hundred sixty (360) days and paid for the actual number of
days elapsed. Interest for any period shall be calculated from and including the
first day thereof to but excluding the last day thereof.

         3.3. LIBOR Rate Lending Unlawful. If Lender shall determine (which
determination shall, upon notice thereof to Borrower, be conclusive and binding
on Borrower) that the introduction of or any change in or in the interpretation
of any law, rule, regulation or guideline (whether or not having the force of
law) makes it unlawful, or any central bank or other Governmental Authority
asserts that it is unlawful, for Lender to make, continue or maintain any LIBOR
Rate Loan as a LIBOR Rate Loan of a certain duration, the obligation of Lender
to make, continue or maintain any such LIBOR Rate Loan shall, upon such
determination, forthwith be suspended until Lender shall notify Borrower that
the circumstances causing such suspension no longer exist, and any LIBOR Rate
Loan of such type automatically shall convert into a Prime Rate Loan at the end
of the then current LIBOR Interest Period with respect thereto or sooner, if
required by such law or assertion.

         3.4. LIBOR Rate Lending Impractical. If Lender shall have determined
that

            (a) United States Dollar deposits in the relevant amount and for the
relevant LIBOR Interest Period are not available to Lender in the London
interbank market, or

            (b) by reason of circumstances affecting Lender in the London
interbank market, adequate means do not exist for ascertaining the LIBOR Rate
applicable hereunder to a LIBOR Rate Loan, or

            (c) LIBOR no longer adequately reflects Lender's cost of funding
loans,

then, upon notice from Lender to Borrower, the obligations of Lender under
Section 3.1(a) to make or continue the Loan as a LIBOR Rate Loan shall forthwith
be suspended until Lender shall notify Borrower that the circumstances causing
such suspension no longer exist, and such LIBOR Rate Loan automatically shall
convert into a Prime Rate Loan at the end of the then current LIBOR Interest
Period with respect thereto or sooner, if required by such circumstances.

                                      -13-
<PAGE>


         3.5. Increased Costs Due to Borrower. In addition to the LIBOR Rate
Loan Prepayment Fee, Borrower agrees to reimburse Lender (without duplication)
for any increase in the cost to Lender, or reduction in the amount of any sum
receivable by Lender, in respect, or as a result of

            (a) any conversion or repayment or prepayment of the principal
amount of a LIBOR Rate Loan on a date other than the scheduled last day of the
LIBOR Interest Period applicable thereto, whether pursuant to Sections 3.1(a) or
4.2 or otherwise, or

            (b) any cost associated with marking to market any Hedging
Obligations that (in the reasonable determination of Lender) are required to be
terminated as a result of any conversion, repayment or prepayment of the
principal amount of a LIBOR Rate Loan on a date other than the scheduled last
day of the LIBOR Interest Period applicable thereto, whether pursuant to
Sections 3.1(a) or 4.2 or otherwise.

Lender promptly shall notify Borrower in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate Lender for such increased cost or
reduced amount. Such additional amounts shall be payable by Borrower to Lender
within five (5) days of its receipt of such notice, and such notice shall, in
the absence of manifest error, be conclusive and binding on Borrower. Borrower
understands, agrees and acknowledges that (i) Lender does not have any
obligation to purchase, sell and/or match funds in connection with the use of
the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate
Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such
rate, and (iii) Borrower has accepted the LIBOR Rate as a reasonable and fair
basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other
funding losses incurred by Lender. Borrower further agrees to pay the LIBOR Rate
Loan Prepayment Fee and other funding losses, if any, whether or not Lender
elects to purchase, sell and/or match funds.

         3.6. Increased Costs Due to Change in Law. If on or after the Closing
Date the adoption of any applicable Law (whether or not having the force of
law), or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by Lender with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency

            (a) shall subject Lender to any Taxes, duty or other charge with
respect to a LIBOR Rate Loan or its obligation to make a LIBOR Rate Loan, or
shall change the basis of taxation of payments to Lender of the principal of or
interest on a LIBOR Rate Loan or any other amounts due under this Agreement in
respect of a LIBOR Rate Loan or its obligation to make a LIBOR Rate Loan (except
for the introduction of, or change in the rate of, tax on the overall net income
of Lender or franchise taxes, imposed by the jurisdiction (or any political
subdivision or taxing authority thereof) under the laws of which Lender is
organized or in which Lender's principal executive office is located), or

            (b) shall impose, modify or deem applicable any reserve, special
deposit or similar requirement (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System)


                                      -14-
<PAGE>


against assets of, deposits with or for the account of, or credit extended by,
Lender or shall impose on Lender or on the London interbank market any other
condition affecting a LIBOR Rate Loan or its obligation to make a LIBOR Rate
Loan,

and the result of any of the foregoing is to increase the cost to Lender of
making or maintaining any LIBOR Rate Loan, or to reduce the amount of any sum
received or receivable by Lender under this Agreement with respect thereto, by
an amount reasonably deemed by Lender to be material, then, within fifteen (15)
days after demand by Lender, Borrower shall pay to Lender such additional amount
or amounts as will compensate Lender for such increased cost or reduction. A
change in law which results in a change in the LIBOR Reserve Percentage shall
not result in a duplicate payment under this Section 3.6.

         3.7. Increased Capital Costs of Lender. If any change in, or the
adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
law or regulation, directive, guideline, decision or request (whether or not
having the force of law) of any court, central bank, regulator or other
governmental authority affects the amount of capital required to be maintained
by Lender or Person controlling Lender, and Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling Person's
capital as a consequence of the Loan and other loans to Borrower and its
Affiliates is reduced to a level below that which Lender or such controlling
Person could have achieved but for the occurrence of any such circumstance,
then, in any such case upon notice from time to time by Lender to Borrower,
Borrower within thirty (30) days of such notice shall pay directly to Lender
additional amounts sufficient to compensate Lender or such controlling Person
for such reduction in rate of return. A statement of Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
Borrower. In determining such amount, Lender may use any method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.

         3.8. Taxes.

            (a) All payments by Borrower of principal of, and interest on, a
LIBOR Rate Loan and all other amounts payable under this Agreement shall be made
free and clear of and without deduction for any Taxes (other than franchise
taxes and taxes imposed on or measured by Lender's net income or receipts). In
the event that any withholding or deduction from any payment to be made by
Borrower hereunder is required in respect of any such Taxes pursuant to any
applicable law, rule or regulation, then Borrower will

                  (i) pay directly to the relevant authority the full amount
required to be so withheld or deducted,

                  (ii) promptly forward to Lender an official receipt or other
documentation satisfactory to Lender evidencing such payment to such authority,
and

                  (iii) pay to Lender such additional amount or amounts as is
necessary to ensure that the net amount actually received by Lender will equal
the full amount Lender would have received had no such withholding or deduction
been required.


                                      -15-
<PAGE>

            (b) If any such Taxes are directly asserted against Lender with
respect to any payment received by Lender under this Agreement, Lender may pay
such Taxes and Borrower will promptly pay such additional amount (including any
penalties, interest or expenses) as is necessary in order that the net amount
received by Lender after the payment of such Taxes (including any such Taxes on
such additional amount) shall equal the amount Lender would have received had
not such Taxes been asserted.

            (c) If Borrower fails to pay any such Taxes when due to the
appropriate taxing authority or fails to remit to Lender the required receipts
or other required documentary evidence, Borrower shall indemnify Lender for any
incremental amount of such Taxes, interest or penalties that may become payment
by Lender as a result of any such failure.

                                   ARTICLE 4
                     LOAN PAYMENT PROVISIONS; MATURITY DATE

4.1. Interest and Principal Payments; Maturity Date.

            (a) Interest on the unpaid principal balance of the Loan outstanding
from time to time at the applicable Adjusted LIBOR Rate and/or Adjusted Prime
Rate determined pursuant to Article 3 shall accrue for and during the applicable
LIBOR Interest Period and/or Prime Interest Period, as applicable, and shall be
payable on each applicable Interest Payment Date beginning with the first
Interest Payment Date following the Closing Date.

            (b) Installments on account of the unpaid principal balance of the
Loan outstanding from time to time shall be payable on each Principal Payment
Date beginning with the first Principal Payment Date following the Closing Date.
The amount of each such installment shall be Six Thousand Five Hundred Dollars
($6,500), provided that if the Subsequent Acquisition Advance is made then the
amount of each such installment beginning with the first Principal Payment Date
following the Subsequent Acquisition Advance shall be Nine Thousand One Hundred
Dollars ($9,100).

            (c) The unpaid principal balance of the Loan then outstanding
together with all accrued and unpaid interest shall become due and payable on
the date which is eighty-four (84) months after the Closing Date ("Maturity
Date").

         4.2. Prepayments.

            (a) Right of Prepayment; Notice. Borrower shall have the right to
prepay all or any portion of the unpaid principal balance of the Loan and
Borrower shall have the obligation to prepay a portion of the unpaid principal
balance of the Loan subject to and in accordance with Section 2.5, in either
case provided Borrower shall give Lender, no later than 10:00 a.m., New York
City time, at least ten (10) Business Days' notice of any proposed prepayment,
specifying the proposed date of payment and the principal amount to be paid.

            (b) Prepayment Penalty. A Prime Rate Loan may be prepaid without
penalty or premium. A LIBOR Rate Loan may be prepaid upon the terms and
conditions set forth herein. For a LIBOR Rate Loan in connection with which
Borrower has or may incur Hedging Obligations, additional obligations may be
associated with prepayment, in accordance with the terms and conditions of the


                                      -16-
<PAGE>


applicable Hedging Contracts. Each partial prepayment of the principal amount of
a LIBOR Rate Loan shall be in an integral multiple of $100,000 and accompanied
by the payment of all charges outstanding on such a LIBOR Rate Loan and of all
accrued interest on the principal repaid to the date of payment. Borrower
acknowledges that prepayment or acceleration of a LIBOR Rate Loan during a LIBOR
Interest Period shall result in Lender incurring additional costs, expenses
and/or liabilities and that it is extremely difficult and impractical to
ascertain the extent of such costs, expenses and/or liabilities. Therefore, all
full or partial prepayments of a LIBOR Rate Loan shall be accompanied by, and
Borrower hereby promises to pay, on each date a LIBOR Rate Loan is prepaid or
the date all sums payable hereunder become due and payable, by acceleration or
otherwise, in addition to all sums then owing, an amount ("LIBOR Rate Loan
Prepayment Fee") determined by Lender pursuant to the following formula:

                  (i) the then current rate for United States Treasury
securities (bills on a discounted basis shall be converted to a bond equivalent)
with a maturity date closest to the end of the LIBOR Interest Period as to which
prepayment is made, subtracted from

                  (ii) the Adjusted LIBOR Rate applicable to the LIBOR Rate Loan
being prepaid.

If the result of this calculation is zero or a negative number, then there shall
be no LIBOR Rate Loan Prepayment Fee. If the result of this calculation is a
positive number, then the resulting percentage shall be multiplied by:

                  (iii) the amount of the LIBOR Rate Loan being prepaid.

The resulting amount shall be divided by:

                  (iv) three hundred sixty(360)

and multiplied by:

                  (v) the number of days remaining in the LIBOR Interest Period
as to which the prepayment is being made.

Said amount shall be reduced to present value calculated by using the referenced
United States Treasury securities rate and the number of days remaining on the
LIBOR Interest Period for the LIBOR Rate Loan being prepaid.

The resulting amount of these calculations shall be the LIBOR Rate Loan
Prepayment Fee.

            (c) Application of Payments. Any payment, whether voluntary or
involuntary, shall be applied (i) first to the payment of all fees, expenses and
other amounts which may be payable to Lender under the Loan Documents up to the
date of such payment (excluding principal and interest), (ii) then to accrued
and unpaid interest under the Loan up to the date of such payment, and (iii)
then to the outstanding principal balance of the Loan, which payments shall be
applied to principal installments in the inverse order of their maturity. The
acceptance of any prepayment (other than full payment) when there is an Event of
Default in existence under any of the Loan Documents shall not constitute a
waiver, release or accord and satisfaction thereof or of any rights with respect
thereto by Lender.


                                      -17-
<PAGE>



         4.3. Late Payment Charge. There shall be a late payment charge computed
at the rate of five cents ($.05) for each dollar (or part thereof) of any
principal or interest amount not paid within ten (10) days after its due date.

         4.4. Payments by Borrower in General.

            (a) Time, Place and Manner. All payments due to Lender under the
Loan Documents shall be made to Lender at the office designated for Lender in
Section 9.1 or to such other Person or at such other address as Lender may
designate by prior written notice to Borrower. Except as otherwise set forth in
this Agreement, a payment shall not be deemed to have been made on any day
unless such payment has been received by the required Person, at the required
place of payment, in Dollars in funds immediately available to such Person, no
later than 1:00 p.m. (Philadelphia, Pennsylvania time) on such day.

            (b) No Reductions. All payments due to Lender under this Agreement
and the other Loan Documents, shall be made by Borrower without any reduction or
deduction whatsoever, including any reduction or deduction for any charge,
set-off, hold back, recoupment or counterclaim (whether sounding in tort,
contract or otherwise).

            (c) Authorization to Charge Accounts. Borrower hereby authorizes
Lender to charge any amounts due under this Agreement against the operating
account of Borrower with Lender.

                                    ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

         5.1. Relating to Borrower and its Affiliates. Borrower represents and
warrants to Lender that:

            (a) (i) Borrower is a single purpose limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware, has the power and authority to own and operate the Project, and has
qualified to transact business in, and is validly subsisting under the laws of,
the Commonwealth of Pennsylvania. The sole general partner of Borrower is
CIF-Newport Plaza Associates, LLC, a Delaware limited liability company, and the
sole limited partner of Borrower is Fairport Associates, L.P., a Delaware
limited partnership. True and correct copies of Borrower's Partnership Agreement
and Certificate of Limited Partnership, together with any and all amendments
thereto, have been furnished to Lender and the same are in full force and effect
as of the Closing Date. None of the ownership interests of Borrower has been
offered, issued, distributed or sold in violation of any state or federal
securities laws.

                  (ii) CIF-Newport Plaza Associates, LLC is a single purpose
limited liability company duly formed, validly existing and in good standing
under the laws of the State of Delaware and has the power and authority to act
as the sole general partner of Borrower. The sole member of CIF-Newport Plaza
Associates, LLC is Cedar Operating Partnership. True and correct copies of
CIF-Newport Plaza


                                      -18-
<PAGE>


Associates, LLC's Limited Liability Company Agreement and Certificate of
Formation, together with any and all amendments thereto, have been furnished to
Lender and the same are in full force and effect as of the Closing Date. None of
the ownership interests of CIF-Newport Plaza Associates, LLC has been offered,
issued, distributed or sold in violation of any state or federal securities
laws.

                  (iii) Fairport Associates, L.P. is a limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware, and has the power and authority to act as the sole limited partner of
Borrower. CIF-Fairport Associates, LLC, a Delaware limited liability company, is
the sole general partner and the legal and beneficial owner of at least 17.6% of
the ownership interests of Fairport Associates, L.P. True and correct copies of
Fairport Associates, L.P.'s Partnership Agreement and Certificate of Limited
Partnership, together with any and all amendments thereto, have been furnished
to Lender and the same are in full force and effect as of the date of this
Agreement. None of the ownership interests of Fairport Associates, L.P. has been
offered, issued, distributed or sold in violation of any state or federal
securities laws.

                  (iv) CIF-Fairport Associates, LLC is a limited liability
company duly formed, validly existing and in good standing under the laws of the
State of Delaware and has the power and authority to act as the sole general
partner of Fairport Associates, L.P. The sole member of CIF-Fairport Associates,
LLC is Cedar Operating Partnership. True and correct copies of CIF-Fairport
Associates, LLC's Limited Liability Company Agreement and Certificate of
Formation, together with any and all amendments thereto, have been furnished to
Lender and the same are in full force and effect as of the Closing Date. None of
the ownership interests of CIF-Fairport Associates, LLC has been offered,
issued, distributed or sold in violation of any state or federal securities
laws.

                  (v) Cedar Operating Partnership is a limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware, and has the power and authority to act as the sole member of
CIF-Newport Plaza Associates, LLC and CIF-Fairport Associates, LLC. Cedar REIT
is the sole general partner and the legal and beneficial owner of at least
twenty percent (20%) of the ownership interests of Cedar Operating Partnership.
True and correct copies of Cedar Operating Partnership's Partnership Agreement
and Certificate of Limited Partnership, together with any and all amendments
thereto, have been furnished to Lender and the same are in full force and effect
as of the date of this Agreement. None of the ownership interests of Cedar
Operating Partnership has been offered, issued, distributed or sold in violation
of any state or federal securities laws.

                  (vi) Cedar REIT is a corporation duly organized, validly
existing and in good standing under the laws of the State of Maryland and has
the power and authority to act as the sole general partner of Cedar Operating
Partnership. The shares of common stock of Cedar REIT are publicly traded on the
NASDAQ securities market. Cedar REIT qualifies as a "real estate investment
trust" under the Code. True and correct copies of Cedar REIT's Certificate of
Incorporation and Bylaws, together with any and all amendments thereto, have
been furnished to Lender and the same are in full force and effect as of the
Closing Date. None of the shares of stock or other ownership interests of Cedar
REIT has been offered, issued, distributed or sold in violation of any state or
federal securities laws.

                                      -19-
<PAGE>
                  (vii) Existing Manager is a limited liability company duly
formed, validly existing and in good standing under the laws of the New York and
has the power and authority to manage the Project pursuant to the Existing
Management Agreement. Existing Manager has qualified to transact business in,
and is subsisting under the laws of, the Commonwealth of Pennsylvania. Leo S.
Ullman is the chief executive officer of Existing Manager and the legal and
beneficial owner of the majority of the ownership interests in Existing Manager.
True and correct copies of Existing Manager's Certificate of Formation and
Operating Agreement, together with any and all amendments thereto, have been
furnished to Lender and the same are in full force and effect as of the Closing
Date.

            (b) Borrower has all requisite power and authority to own and
operate its properties and to carry on its business as now conducted and as
presently planned to be conducted. Without limiting the generality of the
foregoing, Borrower: (i) has the power to engage in all the transactions
contemplated by this Agreement, and (ii) has full power, authority and legal
right to execute and deliver, and to comply with the provisions of this
Agreement and the other Loan Documents to be executed by Borrower and all other
documents relating hereto or thereto, which documents constitute the legally
binding obligations of Borrower, enforceable against Borrower in accordance with
their respective terms except as the enforceability thereof may be limited by
bankruptcy, insolvency or other similar Laws of general application affecting
the enforcement of creditor's rights.

            (c) There is no suit, action, proceeding or investigation pending or
to the knowledge of Borrower threatened against or affecting Borrower or, to the
best of Borrower's knowledge after diligent inquiry, the Project. There is no
suit, action, proceeding or investigation pending or to the knowledge of
Borrower threatened against Borrower or Guarantors which, if adversely resolved,
would: (i) adversely affect the Project, (ii) adversely affect the ability of
Borrower to perform its obligations under the Loan Documents or the ability of
Guarantors to perform any of their obligations under the Surety Agreement, as
applicable, or (iii) adversely affect the business, operations, condition
(financial or otherwise) or prospects of Borrower or Guarantors.

            (d) No consent, approval or other authorization of or by any court,
administrative agency or other governmental authority is required in connection
with the execution or delivery by Borrower of this Agreement or any other Loan
Document or compliance with the provisions hereof or thereof.

            (e) Neither the execution nor delivery of this Agreement or any
other Loan Document will conflict with or result in a breach of any applicable
Law of any court, administrative agency or other Governmental Authority, or of
any agreement or other instrument to which Borrower is a party or by which it is
bound, or constitute a default under any thereof, or except as expressly
contemplated herein, to the best of Borrower's knowledge after diligent inquiry,
result in the creation or imposition of any lien, charge or encumbrance upon
part of the Project.

            (f) The financial statements of Guarantors, copies of which have
been furnished to Lender, fairly and accurately reflect the respective financial
conditions of Guarantors as of the dates thereof, and there has been no material
adverse change in the financial condition of Guarantors since such dates.


                                      -20-
<PAGE>


            (g) Any and all federal, state and local income tax returns required
to have been filed by Guarantors have been filed, or extensions for the filing
thereof have been filed, and all taxes reflected upon any such tax returns, all
past due taxes, interest and penalties and all estimated payments required to be
paid to date have been paid.

            (h) Neither Borrower nor either Guarantor has applied for or
consented to the appointment of a receiver, trustee or liquidator of itself or
any of its property, admitted in writing its inability to pay debts as they
mature, made a general assignment for the benefit of creditors, been adjudicated
a bankrupt or insolvent or filed a voluntary petition in bankruptcy, or a
petition or an answer seeking reorganization or an arrangement with creditors or
to take advantage of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against it in any proceeding under any
such law, and no action has been taken by it for the purpose of effecting any of
the foregoing. No order, judgment or decree has been entered by any court of
competent jurisdiction approving a petition seeking reorganization of Borrower
or either Guarantor or all or a substantial part of the assets of Borrower or
either Guarantor, or appointing a receiver, sequestrator, trustee or liquidator
of it or any of its property.

            (i) Borrower has not entered into the Loan with the intent to
hinder, delay, or defraud any creditor, and Borrower has received reasonably
equivalent value in exchange for its obligations under the Loan Documents.
Giving effect to the transactions contemplated by the Loan Documents, the fair
saleable value of Borrower's assets exceeds and, immediately following the
execution and delivery of the Loan Documents, will exceed Borrower's total
liabilities, including subordinated, unliquidated, disputed or contingent
liabilities. Borrower's assets do not and, immediately following the execution
and delivery of the Loan Documents, will not constitute unreasonably small
capital to carry out its business as conducted or as proposed to be conducted.
Borrower does not intend to, and does not believe that it will, incur debts and
liabilities (including contingent liabilities and other commitments) beyond its
ability to pay such debts as they mature (taking into account the timing and
amounts to be payable on or in respect of obligations of Borrower).

            (j) Borrower is not a "foreign person" within the meaning of Section
1445(f)(3) of the Internal Revenue Code.

            (k) Borrower has not dealt with any broker, agent or other
intermediary in connection with the Loan other than Broker.

            (l) No Event of Default has occurred and is continuing or exists
under this Agreement or any other Loan Document and, to Borrower's knowledge, no
event has occurred and is continuing or exists that, with the passage of time or
giving of notice or both, will constitute an Event of Default hereunder or under
any other Loan Document.


                                      -21-
<PAGE>


         5.2. Relating to the Project. Borrower represents and warrants to
Lender that:

            (a) Borrower owns good and marketable fee simple title to the
Project, subject to no lien, charge or encumbrance except such as are listed as
exceptions to title or exclusions from coverage in the title insurance policy
being issued to Lender concurrently with the execution of the Mortgage and
pursuant to Section 7.2(d). The aggregate purchase price paid by Borrower for
the Project was $4,800,000. Borrower has delivered to Lender true, correct and
complete copies of the Agreement of Sale and Deed for the Project.

            (b) All personal property with respect to which Borrower has granted
to Lender a security interest pursuant to any of the Loan Documents is otherwise
owned by Borrower free and clear of all liens, encumbrances and security
interests.

            (c) (i) The Project is subject to the leases listed and described on
Exhibit B attached hereto and made a part hereof ("Existing Leases"), including
without limitation the Giant Lease and the McDonald's Lease. Except for the
Existing Leases, the Project is not subject to any other leases, occupancy
rights or similar arrangements. To the best of Borrower's knowledge after
diligent inquiry, except as may be set forth in Exhibit B, none of the Existing
Leases has been amended, modified or supplemented in any respect or terminated
or canceled. To the best of Borrower's knowledge after diligent inquiry, the
Existing Leases represent the entire agreements between Borrower and the
respective applicable tenants ("Existing Tenants") with respect to the lease of
the portions of the Project covered thereby. Each of the Existing Leases is in
full force and effect. Borrower knows of no material defaults under Existing
Leases in the aggregate which, in the judgment of Lender, could have a material
adverse effect on the financial condition of Borrower or the Project. To the
best of Borrower's knowledge after diligent inquiry, there are no existing
defenses or offsets against the obligation to pay the rents or other charges due
under any of the Existing Leases or against the enforcement of any of the
Existing Leases by Borrower. Except as may be set forth in Exhibit B, there are
no agreements covering free rent, partial rent, rebate of rental payments or any
other type of rental concessions with respect to any of the Existing Leases.
Except for the McDonald's Lease, none of the Existing Leases contains any
options or rights of first refusal to purchase any portion or all of the Project
in favor of a tenant. There have not been any prepayments of any rent under any
of the Existing Leases. Except as may be set forth in Exhibit B, there is no
provision for the payment of any security deposit under any of the Existing
Leases. Borrower has not mortgaged, assigned, pledged, granted a security
interest in or otherwise encumbered its interest in any of the Existing Leases
in favor of any person or entity other than Lender.

                  (ii) Borrower has delivered to Lender a rent roll for the
Project dated within thirty (30) days of the Closing Date, in form and substance
reasonably satisfactory to Lender and certified as true and correct by Cedar
Operating Partnership. To the best of Borrower's knowledge, after due inquiry
into and analysis of the historical operating expenses of the Project for the
twelve (12) month period immediately preceding the effective date of such rent
roll, the Net Operating Income (based upon such rent roll and such historical
operating expenses) is equal to or more than $450,000 and the Debt Service
Coverage Ratio is more than 1.25 to 1.


                                      -22-
<PAGE>

            (d) Borrower has delivered to Lender a true, correct and complete
copy of the Management Agreement dated the date of this Agreement between
Borrower and Existing Manager ("Existing Management Agreement"). There are no
other management agreements to which Borrower is a party relating to the
Project. The Existing Management Agreement has not been amended, modified or
supplemented in any respect or terminated or canceled. The Existing Management
Agreement represents the entire agreement between Borrower and Existing Manager
with respect to the management of the Project. The Existing Management Agreement
is in full force and effect, there are no defaults thereunder, and Borrower
knows of no events or conditions which, with passage of time or notice or both,
would constitute a default thereunder.

            (e) No notice of taking by eminent domain or condemnation of any
part of the Project has been received, and Borrower has no knowledge that any
such proceeding is contemplated. No part of the Project has been damaged or
injured as a result of any fire, explosion, accident, flood, or other casualty
which is not now fully restored.

            (f) To the best of Borrower's knowledge after diligent inquiry, the
Premises abut and has direct access to a legally open public right of way. All
streets necessary for the full utilization of the Project for its intended
purposes have been completed. All costs of street improvements to be completed
by Borrower have been paid.

            (g) To the best of Borrower's knowledge after diligent inquiry,
electricity, public potable water, private sanitary and storm sewerage
facilities and natural gas service are connected to the Premises and are of
sufficient capacity to service the Improvements (subject, in the case of the
sanitary sewerage facilities, to the Sewer Construction Work, as hereafter
defined). All costs for installing and connecting such utilities (including
tap-in and connection fees) have been paid.

            (h) To the best of Borrower's knowledge after diligent inquiry, all
necessary approvals from the Governmental Authorities having jurisdiction over
the Project (the "Governmental Approvals") have been obtained for the
development, ownership and operation of the Project, are final and not subject
to approval and remain in full force and effect. Borrower has satisfied all
conditions imposed by any Governmental Authority on the grant of the
Governmental Approvals. To the best of Borrower's knowledge after diligent
investigation, the ownership and operation of the Project are in compliance with
all applicable Laws.

            (i) Borrower has delivered to Lender true, correct and complete
copies of the NPDES Permit dated May 20, 2002, the Water Quality Management Part
II Permit Application dated August 30, 2002, and addenda dated November 4, 2002,
and the Agreement between Borrower, as successor to Caldwell Development, Inc.,
and Newport Assembly of God Church (the "Church"), all relating to the operation
of a sewage treatment facility on the Premises for the benefit solely of the
tenants of the Premises and the Church. The NPDES Permit permits the continued
operation of the sewage treatment facility through June 1, 2007 conditioned upon
the design, modification and upgrade of the sewage treatment facility in
accordance with the terms thereof. Borrower is in the process of the design,
modification and upgrade of the sewage treatment facility in accordance with the
NPDES Permit and is otherwise in compliance in all respects with the NPDES
Permit and the Agreement with the Church.


                                      -23-
<PAGE>

            (j) No statement of fact made by Borrower in any Loan Documents
contains any untrue statement of a material fact or omits to state any material
fact necessary to make statements contained therein not misleading. There is no
material fact presently known to Borrower that has not been disclosed to Lender
which materially adversely affects, or, as far as Borrower can foresee, might
materially adversely affect, the Project or the business operations or condition
(financial or otherwise) of Borrower.

         5.3. Survival of Representations. All of the representations and
warranties of Borrower in this Agreement shall survive the making of this
Agreement and shall be continuing.

                                   ARTICLE 6
                                   COVENANTS

         6.1. Financial Statements; Tax Returns. Borrower shall deliver or cause
to be delivered to Lender:

            (a) Within ninety (90) days after the end of each fiscal year of
Borrower, annual financial statements for Borrower for and as of the end of such
year, including a balance sheet, a statement of income and expense, a cash flow
statement and a rent roll for the Project, which shall be prepared on a
compilation basis by the Controller of Cedar Operating Partnership and certified
as true and correct by Cedar Operating Partnership;

            (b) Within ten (10) days after filing with the Securities Exchange
Commission, any quarterly or annual report, or any interim Form 8-K, as the case
may be, financial statements for Cedar REIT and Cedar Operating Partnership, on
a consolidated basis, for and as of the end of such year, including a balance
sheet, a statement of income and expense and a cash flow statement, prepared on
a GAAP basis and audited by an independent certified public accounting firm
acceptable to Lender;

            (c) Within ten (10) days after each filing of it to the Securities
Exchange Commission, a copy of Cedar REIT's Form 10-K as so filed.

            (d) Within thirty (30) days after the end of each quarter-annual
fiscal period of Borrower, a statement of income and expense, a rent roll and a
security deposit inventory for the Project, which shall be prepared by
management of Borrower and certified as true and correct by Cedar Operating
Partnership, together with evidence of payment of all real estate taxes that
became due and payable during such period;

            (e) Within thirty (30) days after the filing thereof, copies of
federal and state income tax returns for Borrower and Guarantors, in each case
certified as true and correct copies of such returns as filed by the preparer
thereof.

            (f) Such other financial information regarding Borrower and
Guarantors as Lender may reasonably request from time to time.

All such financial information shall be in a form reasonably acceptable to
Lender.


                                      -24-
<PAGE>


         6.2. Financial Covenants.

            (a) (i) At all times during the term of the Loan, Guarantors,
collectively, shall maintain a Net Worth of at least Thirteen Million Dollars
($13,000,000) and Liquid Assets of at least One Million Dollars ($1,000,000).
The financial information provided with respect to Guarantors pursuant to
Section 6.1 shall include specific calculations of Net Worth and Liquid Assets
as required by this Section 6.2 on an annual basis. Compliance or
non-compliance, as the case may be, with the foregoing covenants regarding Net
Worth and Liquid Assets shall be certified by Guarantors on a semi-annual basis
within ninety (90) days after each June 30 and December 31.

                  (ii) For purposes hereof: (A) "Net Worth" shall mean, at any
particular time, an amount equal to the difference between all tangible assets
and all liabilities, as certified by Guarantors, on a fair market value basis
(which fair market value determination shall be reasonably acceptable to Lender)
with respect to income producing real estate assets, on a cost basis with
respect to non-income producing real estate assets and on the basis of tax
accounting principles with respect to assets other than real estate assets, as
shown (absent error) on the line captioned "Total Shareholders' Equity in the
Company and limited partner's (equity) interest in Operating Partnership and
minority interest" on Cedar REIT's Financial Statements; and (B) "Liquid Assets"
shall mean, at any particular time, an amount equal to the sum of all
unencumbered and unrestricted cash and equivalents and all unencumbered and
unrestricted marketable securities, as certified by Guarantors, as shown (absent
error) on the line captioned "[unrestricted] cash and cash equivalents" on Cedar
REIT's Financial Statements.

            (b) At all times during the term of the Loan, the Debt Service
Coverage Ratio shall be equal to or more than 1.25 to 1. The financial
information provided with respect to Borrower pursuant to Section 6.1 shall
include an annual Debt Service Coverage Determination. Compliance or
non-compliance, as the case may be, with the foregoing Debt Service Coverage
Ratio requirement shall be certified by Guarantors.

         6.3. Debt Service Coverage Determinations.

            (a) Borrower shall deliver to Lender, with respect to (i) the
verification of the representation and warranty set forth in Section 5.2(c)(ii),
and (ii) the financial covenant set forth in Section 6.2(b), financial
information setting forth the basis for and calculation of Borrower's Net
Operating Income and Debt Service Coverage Ratio, which information provided by
Borrower to Lender shall be subject to review and confirmation by Lender and
notice thereof from Lender to Borrower ("Debt Service Coverage Determination").

            (b) For purposes hereof:

                  (i) "Debt Service Coverage Ratio" shall mean, for a particular
twelve (12) month period, the ratio of Net Operating Income for such twelve (12)
month period to Debt Service for such twelve (12) month period;

                  (ii) "Net Operating Income" shall mean the lesser of (A) an
amount equal to the projected gross income (including any expense
reimbursements) determined on a cash basis with respect to the Project,
consisting of, without duplication, income from the Approved Leases (but only to
the extent the tenants thereunder are in occupancy, the rents thereunder are not


                                      -25-
<PAGE>


more than thirty (30) days past due and no notices of termination or intent to
vacate thereunder have been made, all as of the time such Debt Service Coverage
Determination is made) for the following twelve (12) month period determined on
an annualized basis based upon actual results for the immediately preceding
twelve (12) month period and any known variations applicable to the following
twelve (12) month period, or (B) an amount equal to ninety-five percent (95%) of
such gross income which would be received by Borrower if one hundred percent
(100%) of the leasable area of the Project was leased at the same relative
rental rates, in either case less projected operating expenses relating to the
Project for the following twelve month period determined on an annualized basis
based upon actual results for the immediately preceding twelve (12) month period
and any known variations applicable to the following twelve (12) month period,
which operating expenses shall be reasonable and customary for similar
properties in the same geographic area as the Project and shall include
management fees pursuant to the Existing Management Agreement or other
management agreement acceptable to Lender or management fees equal to five
percent (5%) of such projected gross income, whichever are greater, and reserves
for capital repairs and replacements in an amount equal to fifteen cents ($0.15)
per square foot of leasable area of the Project, but shall not include Debt
Service, any income taxes or non-cash items; and

                  (iii) "Debt Service" shall mean an amount equal to the
projected total principal and interest payments which would be made under the
Loan for the immediately following twelve (12) month period (in the case of the
interest payments, based upon and assuming an interest rate equal to the
interest rate applicable under the Interest Rate Protection Agreements plus the
Adjusted LIBOR Rate spread applicable to the Loan on the effective date of the
Debt Service Coverage Determination). For purposes of the Debt Service Coverage
Determination being made to verify the representation and warranty set forth in
Section 5.2(c)(ii), the effective date of such Debt Service Coverage
Determination shall be the Closing Date.

         6.4. Reports. Borrower shall deliver or cause to be delivered to
Lender:

            (a) As soon as possible after Borrower has knowledge of the
occurrence of any Default or Event of Default, a written statement by Borrower
setting forth details of such Default or Event of Default, stating whether or
not the same is continuing, and if so, the action that Borrower proposes to take
with respect thereto;

            (b) Immediately after receiving notice thereof, notice in writing of
all actions, suits and proceedings before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, if an
adverse result thereof could impose uninsured liability in excess of $25,000 on
Borrower or Guarantors, or otherwise have a material adverse effect on the
financial condition, prospects, property or business of Borrower or Guarantors;
and

            (c) Such other information regarding the business, properties,
condition and operations (financial or otherwise) of Borrower and Guarantors as
Lender may at any time and from time to time reasonably request be furnished to
it.

                                      -26-
<PAGE>


         6.5. Maintenance of Existence; Composition; Business.

            (a) (i) Borrower shall maintain its existence as a single purpose
Delaware limited partnership, and shall maintain CIF-Newport Plaza Associates,
LLC as its sole general partner and Fairport Associates, L.P., as its sole
limited partner. Borrower shall not permit CIF-Newport Plaza Associates, LLC or
Fairport Associates, L.P. to pledge, assign or grant a security interest in or
otherwise transfer any ownership interest in Borrower except as may be otherwise
specifically permitted in Section 6.6.

                  (ii) Borrower shall cause Fairport Associates, L.P. to
maintain its existence as a Delaware limited partnership and to maintain
CIF-Fairport Associates, LLC as its sole general partner and the legal and
beneficial owner of at least 17.6% of the ownership interests of Fairport
Associates, L.P.

                  (iii) Borrower shall cause CIF-Newport Plaza Associates, LLC
and CIF-Fairport Associates, LLC each to maintain its existence as a Delaware
limited partnership and to maintain Cedar Operating Partnership as its sole
member. Borrower shall not permit Cedar Operating Partnership to pledge, assign
or grant a security interest in or otherwise transfer any ownership interest in
CIF-Newport Plaza Associates, LLC or CIF-Fairport Associates, LLC except as may
be otherwise specifically permitted in Section 6.6.

                  (iv) Borrower shall cause Cedar Operating Partnership (A) to
maintain its existence as a Delaware limited partnership and (B) to maintain
Cedar REIT as its sole general partner and the legal and beneficial owner of at
least twenty percent (20%) of the ownership interest of Cedar Operating
Partnership.

                  (v) Borrower shall cause Existing Manager to maintain its
existence as a New York limited liability company and to maintain Leo S. Ullman
as its chief executive officer and the legal and beneficial owner of the
majority of the ownership interests of Existing Manager.

            (b) Borrower shall advise Lender of the nature of any changes in its
Partnership Agreement or Certificate of Limited Partnership promptly after any
such changes, and Borrower shall not change such Partnership Agreement or
Certificate of Limited Partnership in any manner which would adversely affect
its ability to perform any of its obligations under any of the Loan Documents,
without in each case obtaining the prior written approval of Lender. Borrower
shall not engage in any other business, venture or undertaking except the
ownership, development, operation and maintenance of the Project. Borrower shall
not dissolve, merge or consolidate with any other Person or sell, transfer or
otherwise dispose of any of its assets except in the ordinary course of
business. Borrower shall not make any cash or other distributions or payments
(whether in the nature of a return of capital, a loan payment, an interest
payment, a return on capital, a distribution of profits or otherwise) to any of
its partners or Affiliates, unless in each case such distribution is otherwise
in compliance with the Loan Documents and there is no Event of Default or event
which, with the giving of notice or the passage of time, or both, could be an
Event of Default, then in existence under any of the Loan Documents. Borrower
shall not assume, guarantee, endorse or otherwise become contingently liable
upon, or responsible for, any obligations of others, except to endorse checks or
drafts in the ordinary course of business.

                                      -27-
<PAGE>

         6.6. Transfer of Project. Borrower shall not, without in each case
obtaining Lender's prior written consent, (a) except for Approved Leases, sell
or transfer, or further encumber, whether voluntarily, involuntarily or by
operation of law, or contract to sell or transfer, the Project or any part
thereof, directly or indirectly, including, but not limited to, by deed,
installment sale, long-term lease or assignment of lease, or (b) sell or
transfer or permit any Person to sell or transfer, whether voluntarily,
involuntarily or by operation of law, directly or indirectly, any ownership
interest in Borrower, provided that there may be transfers of limited partner
interests in Borrower and Fairport Associates, L.P. so long as Cedar Operating
Partnership (i) remains the owner, directly or indirectly, of at least 1% of the
ownership interests in Borrower and (ii) controls the management of Borrower.
Any consent given by Lender hereunder shall pertain only to the proposed
transfer for which the consent was requested and shall not obligate Lender to
approve any further transfers or relieve any Person of liability to pay thereon.

         6.7. Borrower Indebtedness. Borrower shall not at any time create,
incur, assume or suffer to exist any indebtedness of Borrower except (a)
indebtedness represented by the Loan, (b) other indebtedness of Borrower to
Lender, (c) unsecured indebtedness to its members, provided that there shall be
no repayment of any such indebtedness if there is an Event of Default then in
existence under any of the Loan Documents, and (d) accounts payable to trade
creditors arising out of purchases of goods or services in the ordinary course
of business, provided that (i) each such account payable is payable not later
than thirty (30) days after the original invoice date according to the original
terms of sale and (ii) each such account payable is not overdue by more than
thirty (30) days according to the original terms of sale, unless Borrower is
disputing the amount or validity of same in good faith.

         6.8. Leases.

            (a) After the Closing Date Borrower shall not enter into any lease
agreement affecting any portion of the Project other than an Approved Lease. For
purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease and all
extensions and renewals thereof, (ii) any fully executed lease agreement between
Borrower and a particular tenant relating to any portion of the Project which is
on a form of lease which has been approved in writing by Lender, provides for a
term of no more than five (5) years and covers less than 5,000 square feet of
leasable space, and (iii) any lease which has been approved in writing by
Lender. In any event, not more than five percent (5%) of the leasable space in
the Project shall be leased to any one or more Affiliates of Borrower or either
Guarantor or any Person which is indebted to Borrower or either Guarantor or any
Person in which Borrower or either Guarantor possesses an ownership interest.
Within ten (10) Business Days after receipt by Lender of Borrower's written
request for Lender's approval or rejection of a proposed Approved Lease together
with a copy of such proposed Approved Lease, Lender shall notify Borrower
whether it approves or rejects such proposed Approved Lease; if Lender fails to
so notify Borrower within such time period, Lender shall be deemed to have
approved such proposed Approved Lease. Borrower shall deliver to Lender a copy
of each Approved Lease within five (5) Business Days after it is fully executed.
If required by Lender, in conjunction with the execution of an Approved Lease
relating to any portion of the Project, the tenant thereunder shall execute an
Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement
in form and substance satisfactory to Lender.


                                      -28-
<PAGE>

            (b) Without in each case obtaining the prior written consent of
Lender, Borrower shall not (i) cancel or terminate or accept the surrender of
any Approved Lease other than by the terms of such Approved Lease or following a
default by the tenant thereunder, (ii) amend, modify or otherwise change any
Approved Lease so as to decrease the term or reduce the rental due, or discount,
compromise or forgive any amounts due, or diminish any tenant's obligation with
regard to the payment of taxes, insurance and other sums, (iii) permit the
payment of rent more than thirty (30) days in advance of the due date under any
Approved Lease, or anticipate, encumber or assign the rents or any part thereof
or any interest therein, (iv) release any guarantor or surety of any tenant's
obligations under any Approved Lease, (v) waive any material default under or
material breach of any Approved Lease, or (vi) take any other action in
connection with any Approved Lease which would materially impair the value of
the rights or interests of Borrower thereunder.

            (c) Borrower shall promptly (i) perform all of the provisions of the
Approved Leases on the part of the landlord thereunder to be performed, (ii)
enforce all of the material provisions of the Approved Leases on the part of the
tenants thereunder to be performed, (iii) appear in and defend any action
proceeding arising under, growing out of or in any manner connected with the
Approved Leases or the obligations of Borrower as landlord or of the tenants
thereunder, and (iv) deliver to Lender, within ten (10) days after request by
Lender, a written statement containing the name of all tenants, the terms of all
Approved Leases and the spaces occupied and rentals payable thereunder, and a
statement of all Approved Leases which are then in default, including the nature
and magnitude of the default.

         6.9. Management Agreements. Except for the Existing Management
Agreement, Borrower shall not enter into any management agreement affecting any
portion of the Project without in each case obtaining the prior written approval
of Lender with respect to the identity of the proposed manager and the terms and
conditions of the proposed management agreement, and Borrower shall not amend,
modify or terminate the Existing Management Agreement or any previously approved
management agreement without in each case obtaining the prior written approval
of Lender. Without limiting the generality of the foregoing, Borrower agrees,
and each management agreement including the Existing Management Agreement shall
provide by its terms or in a separate document, that such management agreement
shall be terminable without penalty or premium by Lender or its nominee
following the occurrence of an Event of Default or at Lender's discretion, as
set forth in the Mortgage, and that all payments under such management agreement
are under and subject and subordinate in lien and priority of payment to the
payment of all principal and interest under the Loan. Borrower will cause the
manager including the Existing Manager to promptly perform and observe all of
the covenants required to be performed and observed by such manager under such
management agreement, promptly notify Lender with respect to any default under
such management agreement and promptly deliver to Lender a copy of each notice,
report, plan or statement delivered by such manager to Borrower pursuant to such
management agreements.

         6.10. Property, Liability and Other Insurance. Borrower shall obtain
and maintain (or cause to be obtained and maintained) during the term of the
Loan, at its sole cost and expense and for the mutual benefit of Borrower and
Lender, the following policies of insurance with respect to the Project:


                                      -29-
<PAGE>


            (a) Insurance against loss or damage by fire, lightning, windstorm.
hail, explosion, vandalism, acts of terrorism, malicious mischief and damage
from aircraft and vehicles, and smoke damage from such other hazards as are
presently included in standard "all risk" property insurance in the same
geographic area in which the Project is located. The amount of such insurance
shall be as required by Lender from time to time, but not less than 100% of the
"full replacement cost" of the buildings, structures, improvements and fixtures
without deduction for depreciation (but excluding the value of roads,
foundations, parking areas and similar improvements). During any period while
the buildings and improvements on the Premises are being constructed or
reconstructed or rehabilitated, the fire insurance required pursuant to this
Section 6.10 shall be in the form of a builder's "all risk" policy on a
completed value, non-reporting basis, including collapse and transit coverage,
with deductibles not to exceed $10,000, a "soft cost" endorsement in an amount
satisfactory to Lender and such other endorsements as Lender may reasonably
require.

            (b) Business interruption or rent loss insurance each in an amount
as required by Lender from time to time but not for a period in excess of twelve
(12) months and based on gross rents payable under all leases.

            (c) Flood insurance if any part of the Project is located in an area
identified by the Federal Emergency Management Agency as an area having special
flood hazards and in which flood insurance has been made available under the
National Flood Insurance Program, in an amount equal to the lesser of the stated
principal amount of the Loan and the maximum limit of coverage available with
respect to the Project under such program.

            (d) Comprehensive general public liability insurance against claims
for bodily injury or death and property damage occurring upon, in or about the
Project to afford protection to the limit of not less than $1,000,000 per
occurrence for bodily injury (including death) and property damage, with
umbrella coverage of not less than $5,000,000. Such insurance shall be written
on an "occurrence" basis rather than a "claims" basis to the extent obtainable
at commercially reasonable rates.

            (e) Worker's compensation insurance in an amount equal to Borrower's
full statutory liability and covering all of Borrower's or Existing Manager's
employees, if any, wherever located.

            (f) Such other insurance on the Project, or any replacements or
substitutions therefor, or additions thereto, and in such amounts as may from
time to time be reasonably required by Lender against other insurable hazards or
casualties which at the time are commonly insured against in the case of
premises similarly situated.

Borrower also shall comply with all requirements regarding insurance set forth
in the Mortgage and, in the event of any conflict between the insurance
provisions in this Agreement and such provisions in the Mortgage, such
provisions in the Mortgage shall control.

         6.11. Appraisals. In addition to the appraisals required pursuant to
Section 7.2(a), Lender shall be entitled to order and obtain an appraisal of the
Project at any time and from time to time during the term of the Loan. Such
appraisals shall be paid for by Lender; provided, however, that upon the
occurrence and during the continuance of an Event of Default, Borrower shall pay
for such appraisals to the extent they are requested and provided to Lender not
more than once during any six (6) month period.


                                      -30-
<PAGE>


         6.12. Environmental Reports. In addition to the Phase I environmental
report required pursuant to Section 7.2(a), Lender shall be entitled to order
and obtain an environmental report of the Project at any time and from time to
time during the term of the Loan. Such environmental reports shall be paid for
by Lender; provided, however, that upon the occurrence and during the
continuance of an Event of Default, Borrower shall pay for such environmental
reports to the extent they are requested and provided to Lender not more than
once during any six (6) month period.

         6.13. Bank Accounts. Borrower shall maintain with Lender all bank
accounts relating to the Project, including construction deposit accounts,
operating accounts and security deposit accounts. If Borrower fails to comply
with the covenant contained in this Section 6.13, Lender shall have the right,
in addition to such other rights and remedies as are available to it under this
Agreement or otherwise, to increase by fifty (50) basis points the Adjusted
LIBOR Rate or Adjusted Prime Rate otherwise applicable to the unpaid principal
balance of the Loan for and during such period of non-compliance.

         6.14. Regulation U. No portion of the proceeds of the Loan shall be
used, in whole or in part, for the purpose of purchasing or carrying any "margin
stock" as such term is defined in Regulation U of the Board of Governors of the
Federal Reserve System.

         6.15. Broker's Fees. Borrower agrees to pay any and all fees,
commissions and other compensation payable to any broker, finder or other
intermediary in connection with the Loan (including, without limitation, the
Broker) to the extent contracted by Borrower, and to indemnify, defend and hold
harmless Lender from and against any and all claims, demands, losses or
liabilities arising out of any claim for the payment of such charges.

         6.16. Lender's Costs. Borrower shall pay or reimburse Lender for all
reasonable out-of-pocket and all extraordinary costs and expenses (including but
not limited to reasonable attorneys' fees) incurred by Lender in connection with
the preparation, review, modification and enforcement of the Loan Documents and
the administration and collection of the Loan.

         6.17. Loan Fee. As compensation for the expenses of underwriting and
evaluating the Loan, Borrower shall pay to Lender on the date hereof the sum of
$54,000 ("Loan Fee"), less any portion thereof previously paid by Borrower to
Lender. The Loan Fee shall be in addition to the interest and any and all other
amounts which Borrower is required to pay under the Loan Documents.

         6.18. Sewer Permits. Borrower shall comply with NPDES Permit No. PA
0086622, issued May 20, 2002 (as the same may be amended from time to time, the
"NPDES Permit"), and WQM Part II Permit No. 5095401 (02-1) (APS OD No. 277229),
issued July 27, 1995, amended November 22, 2002 (as the same may be amended from
time to time, the "Sewer Construction Permit" and, together with the NPDES
Permit, the "Sewer Permits"), and all Laws applicable to the Sewage Facilities
including, without limitation, the Pennsylvania Water and Wastewater System


                                      -31-
<PAGE>


Operator Certification Act. Without limiting the generality of the foregoing,
Borrower shall: (a) on or before the Closing Date and the making of the Initial
Advance hereunder, or as otherwise permitted by law, obtain valid assignments of
the Sewer Permits, with the approval of the Pennsylvania Department of
Environmental Protection ("PaDEP"), and provide evidence of such assignments to
Lender; (b) on or before the Closing Date and the making of the Initial Advance
hereunder, enter into a contract with a reputable, Certified Wastewater System
Operator to operate the Sewage Facilities, and execute and deliver to Lender an
assignment of such contract (together with a copy of such contract) in form and
substance acceptable to Lender; (c) on or before the Closing Date and the making
of the Initial Advance hereunder, enter into a contract with a reputable,
licensed Professional Engineer to supervise the modifications to the
construction of the Sewage Facilities under the Sewer Construction Permit (the
"Sewer Construction Work"), and execute and deliver to Lender an assignment of
such contract (together with a copy of such contract) in form and substance
acceptable to Lender; (d) On or before 60 days after the Closing Date, enter
into a construction contract with a reputable contractor to perform the Sewer
Construction Work, and execute and deliver to Lender an assignment of such
contract (together with a copy of such contract) in form and substance
acceptable to Lender; and thereafter diligently prosecute the performance of the
Sewer Construction Work, (e) on or before June 1, 2003 (or such other deadline
as may be established by amendment of the NPDES Permit), cause the completion
and certification of completion of the Sewer Construction Work as required by
the NPDES Permit, and provide evidence of such completion and certification to
Lender; (f) on or before July 1, 2004 (or such other deadline as may be
established by amendment of the NPDES Permit), cause compliance of the Sewage
Facilities with all effluent limitations as required by the NPDES Permit, and
provide evidence of such compliance to Lender; (g) immediately upon receipt
thereof, provide to Lender copies of all reports of inspection, warnings,
notices of violation, penalty assessments and other correspondence from PaDEP
relating to the Sewage Facilities; and (h) when municipal sewerage facilities
become available to serve the Project, abandon the use of the sewage treatment
plant serving the Project (thereby terminating the discharge authorized by the
NPDES Permit) and connect the Project to such municipal sewerage facilities, as
required by the NPDES Permit, and provide evidence of such abandonment and
connection to Lender. As used herein "Sewage Facilities" means the sewage
collection, conveyance and treatment facilities serving the Project.

                                   ARTICLE 7
                      CONDITIONS PRECEDENT TO LOAN ADVANCES

         The making of the Advances of the Loan by Lender to Borrower are
subject to the satisfaction of the following conditions precedent:

         7.1. Delivery of Loan Documents. The Loan Documents shall have been
properly executed by Borrower, Guarantors and the other parties thereto, as
applicable, and delivered to Lender. The Mortgage, Assignment of Leases,
Financing Statements and other documents intended to be placed of record shall
have been duly recorded or filed in the appropriate public offices.

         7.2. Delivery of Other Documents. The following shall have been
delivered to Lender at Borrower's expense, each of which must be in form and
substance satisfactory to Lender:


                                      -32-
<PAGE>

            (a) Appraisal. An MAI appraisal of the Project prepared at
Borrower's expense by an appraiser acceptable to Lender in accordance with the
requirements of Title 11 of FIRREA which shall indicate a fair market value for
the Project on an "as is" basis which is acceptable to Lender, and which
otherwise shall be satisfactory in form and substance to Lender.

            (b) Property Condition Report. An engineer's report regarding the
physical condition and structural integrity of the Improvements, which report
shall be satisfactory in form and substance to Lender and performed at
Borrower's expense by an independent engineer acceptable to Lender.

            (c) Environmental Report. A Phase I environmental report of the
Project satisfactory in form and substance to Lender and performed at Borrower's
expense by an independent environmental engineer acceptable to Lender.

            (d) Title Insurance. A marked-up title report of a reputable title
insurance company satisfactory to Lender and licensed to do business in the
Commonwealth of Pennsylvania, representing that company's commitment to issue in
favor of Lender, but at the expense of Borrower, a standard ALTA mortgagee title
insurance policy, insuring the lien of the Mortgage as a first lien on
Borrower's fee simple interest in the Project, free and clear of all prior liens
(including possible mechanics' liens) and encumbrances, subject only to such
objections and exceptions as Lender may approve and containing such affirmative
endorsements as Lender may require. It shall also be Borrower's responsibility
to comply with any reinsurance requirements stipulated by Lender and to cause
evidence of such reinsurance (with rights of direct access) to be provided in a
form acceptable to Lender.

            (e) Property, Liability and Other Insurance. Evidence of such
insurance as Lender may require pursuant to Section 6.10 and the Mortgage.

            (f) Survey. A plan of survey of the Premises prepared for and
certified to Lender, by a registered land surveyor approved by Lender. The
survey shall show the location and width of all easements and encroachments
affecting the Premises, the location of all Improvements, curb-cuts, flood
hazard areas and bodies of water abutting the Premises and all roads and utility
lines abutting the Premises and shall certify whether the roads are publicly
dedicated. The surveys shall comply with the minimum detail requirements for
land title surveys as adopted by the American Land Title Association and
American Congress on Surveying and Mapping, shall be dated currently and shall
be otherwise satisfactory to Lender.

            (g) Separate Tax Lot. Evidence satisfactory to Lender that the
Premises constitutes a separate lot for real estate tax and assessment purposes
(except to the extent the McDonald's Premises is currently also a separate lot
for such purposes), and that the enforcement of any of the rights or remedies of
Lender under the Loan Documents (including, without limitation, the right to
cause the Premises to be sold at judicial or non-judicial sale) shall not be
subject to or conditioned upon obtaining any Governmental Approvals.

            (h) Utility Services. Evidence that adequate utility services are
available at the Premises, including water, sewer, electric and gas.


                                      -33-
<PAGE>

            (i) Governmental Approvals; Compliance with Laws. Evidence
satisfactory to Lender that all Governmental Approvals have been obtained and
remain in full force and effect, and that the ownership and operation of the
Project is in compliance with all applicable Laws.

            (j) Existing Management Agreement. An executed copy of the Existing
Management Agreement which shall be subject to review and approval by Lender.
The Existing Management Agreement shall provide by its terms or in a separate
document that the Existing Management Agreement shall be terminable without
penalty or premium by Lender or its nominee following the occurrence of an Event
of Default and that all payments under the Existing Management Agreement are
under and subject and subordinate in lien and priority of payment to the payment
of all principal and interest under the Loan.

            (k) Organizational Documents of Borrower. Copies of Borrower's
Partnership Agreement and Certificate of Limited Partnership, together with any
amendments thereto, and resolutions or other evidence of authority of
CIF-Newport Plaza Associates, LLC and Fairport Associates, L.P. authorizing the
transaction contemplated by this Agreement, certified to be true, correct, and
complete by Cedar Operating Partnership, together with a current good standing
certificate for Borrower issued by the State of Delaware and a subsistence
certificate issued by the Commonwealth of Pennsylvania.

            (l) Organizational Documents of CIF-Newport Plaza Associates, LLC.
Copies of CIF-Newport Plaza Associates, LLC's Limited Liability Company
Agreement and Certificate of Formation, together with any amendments thereto,
and resolutions or other evidence of authority of Cedar Operating Partnership
authorizing the transactions contemplated by this Agreement, certified to be
true, correct and complete by Cedar Operating Partnership, together with a
current good standing certificate for CIF-Newport Plaza Associates, LLC issued
by the State of Delaware.

            (m) Organizational Documents of Fairport Associates, L.P. Copies of
Fairport Associates, L.P.'s Partnership Agreement and Certificate of Limited
Partnership, together with any amendments thereto and resolutions or other
evidence of authority of CIF-Fairport Associates, LLC and the limited partners
of Fairport Associates, L.P. authorizing the transactions contemplated by this
Agreement, certified to be true, correct and complete by Cedar Operating
Partnership, together with a current good standing certificate for Fairport
Associates, L.P. issued by the State of Delaware.

            (n) Organizational Documents of CIF-Fairport Associates, LLC. Copies
of CIF-Fairport Associates, LLC's Limited Liability Company Agreement and
Certificate of Formation, together with any amendments thereto, and resolutions
or other evidence of authority of Cedar Operating Partnership authorizing the
transactions contemplated by this Agreement, certified to be true, correct and
complete by Cedar Operating Partnership, together with a current good standing
certificate for CIF-Fairport Associates, LLC issued by the State of Delaware.

            (o) Organizational Documents of Cedar Operating Partnership. Copies
of Cedar Operating Partnership's Partnership Agreement and Certificate of
Limited Partnership, together with any amendments thereto, certified to be true,
correct and complete by Cedar REIT, together with a current good standing
certificate for Cedar Operating Partnership issued by the State of Delaware.

                                      -34-
<PAGE>

            (p) Organizational Documents of Existing Manager. Copies of Existing
Manager's Operating Agreement and Certificate of Formation, together with any
amendments thereto, and resolutions of the members of Existing Manager
authorizing the execution and performance of the Existing Management Agreement,
certified to be true, correct and complete by Leo S. Ullman or Brenda J. Walker,
together with a current good standing certificate for Existing Manager issued by
the State of New York and a current subsistence certificate for Existing Manager
issued by the Commonwealth of Pennsylvania.

            (q) Financial Statements. Financial statements and tax returns for
Guarantors for and as of the end of each of the last three (3) years preceding
the Closing Date.

            (r) Legal Opinion. The favorable opinion of counsel to Borrower and
Guarantors addressed to Lender, in form and substance satisfactory to Lender,
covering such matters as Lender may require.

         7.3. Leases. Lender shall have approved all Existing Leases and each
tenant thereunder shall have executed an Estoppel Certificate and Subordination,
Non-Disturbance and Attornment Agreement in form and substance satisfactory to
Lender (except in the case of the McDonald's Tenant, in which case Borrower
shall have provided information and assurances in form and substance
satisfactory to Lender). All other leases in the Project shall be Approved
Leases.

         7.4. Other Documentary Requirements. Borrower shall have furnished to
Lender such other instruments, documents and opinions as Lender shall require to
evidence and secure the Loan and to comply with the provisions of this Agreement
and the requirements of regulatory authorities to which Lender is subject.

         7.5. Borrower Equity. Borrower shall have furnished to Lender evidence
satisfactory to Lender that Borrower has expended from its own funds (a) at
least twenty percent (20%) of the aggregate purchase price of the Project and
(b) one hundred percent (100%) of all other amounts payable in connection with
the purchase of the Project and the closing of the Loan.

         7.6. Fees, Charges, and Premiums. Borrower shall have paid all premiums
on insurance policies required by the Mortgage, all conveyancing and recording
charges in connection with the closing of the Loan, the Loan Fee, all legal fees
and disbursements of Lender's attorneys in connection with this transaction, and
for any transfer or documentary stamp taxes due under any Federal, State or
municipal Law.


                                      -35-
<PAGE>

         7.7. Sewer Permits Borrower shall have performed the covenants set
forth in Sections 6.18 (a)-(c), above, and shall have provided evidence of such
performance to Lender.

                                   ARTICLE 8
                                 LOAN ADVANCES

         8.1. Acquisition of Project. Lender shall make an initial Advance of
the Loan ("Initial Advance") on the Closing Date in order to partially finance
the cost of acquisition of the Project. The Initial Advance shall be in an
amount equal to the lesser of (a) $3,935,000, (b) eighty percent (80%) of the
acquisition cost of the Project, including the aggregate purchase price of the
Project pursuant to the Agreement of Sale and other costs and expenses incurred
by Borrower in connection with the acquisition of the Project, and the closing
of the Loan, or (c) eighty percent (80%) of the aggregate fair market values of
the Project on an "as is" basis determined pursuant to the appraisal referred to
Section 7.2.

         8.2. Subsequent Acquisition Advance. Lender shall make an additional
Advance of the Loan ("Subsequent Acquisition Advance") after the Closing Date in
order to finance the cost of acquisition by Borrower from Giant Food Stores,
Inc. of the Giant Building built and owned by Giant Food Stores, Inc. pursuant
to the Giant Lease, subject to the satisfaction of each of the following
conditions:

            (a) The Subsequent Acquisition Advance shall be made within six (6)
months after the Closing Date upon not less than thirty (30) days written notice
from Borrower to Lender;

            (b) The amount of the Subsequent Acquisition Advance shall be the
lesser of (i) $1,600,000 or (ii) the actual acquisition cost of the Giant
Building to be paid by Borrower to Giant Food Stores, Inc.;

            (c) Lender shall receive evidence reasonably satisfactory to it
confirming the actual acquisition cost of the Giant Building and that the
Subsequent Acquisition Advance will be used for such purpose;

            (d) The Giant Lease shall be provide for the payment of additional
annual rent (on a net basis) of 10% of the actual acquisition cost of the Giant
Building without any curtailment of the term thereof and the Giant Lease shall
continue to be guaranteed by Giant Lease Guarantor;

            (e) Giant Food Stores, Inc. shall continue to occupy the Giant
Building pursuant to the Giant Lease as amended;

            (f) No Event of Default, and no event or circumstance which with the
passage of time or the giving of notice or both would constitute an Event of
Default, has occurred prior to, or is in existence on, the date of the
Subsequent Acquisition Advance; and

            (g) There has been no material adverse change in the financial
condition of Borrower, either Guarantor, Giant Food Stores, Inc., Giant Lease
Guarantor or the Project between the Closing Date and the date of the Subsequent
Acquisition Advance.


                                      -36-
<PAGE>

                                   ARTICLE 9
                               EVENTS OF DEFAULT

         9.1. Events of Default. The occurrence of any one or more of the
following shall, at the option of Lender, constitute an event of default (each,
an "Event of Default") hereunder (except for defaults under subsection 9.1(f) or
(g) below, each of which shall automatically and without any action by Lender
constitute an Event of Default hereunder):

            (a) Any representation or warranty or financial statement of
Borrower or Guarantors under this Agreement or under any of the other Loan
Documents shall be untrue in any material adverse respect when made (including
by omission of material information necessary to make such representation or
warranty or financial statement not misleading), as to subsections 5.1(c),
5.1(e), 5.2(f), 5.2(g) and 5.2(h) without giving effect to any qualifications
therein as to its or their knowledge;

            (b) Borrower shall have failed to observe and perform any of the
terms, covenants, promises and agreements on its part to be observed and
performed under this Agreement and, except for the events specified in the
following subsections of this Section 9.1 (which shall be subject to the grace
or cure periods, if any, provided therein), such Default shall not have been
cured within thirty (30) days after written notice of such default shall have
been given to Borrower; provided that, if such Default is curable but not
reasonably capable of cure within such thirty (30) day period, Borrower shall
have such further period, not to exceed a period of sixty (60) days in the
aggregate, as may be required to cure such Default, on the condition that
Borrower commences such cure within the original thirty (30) day period and
thereafter diligently prosecutes such cure to completion;

            (c) Borrower shall have failed to make any payment of principal or
interest on the Loan when due, and such Default, other than with respect to the
final payment of principal on the Maturity Date (as to which no cure period
applies), shall not be cured within eight (8) days after such due date;

            (d) An Event of Default shall have occurred under any other Loan
Document;

            (e) Any event of default (after giving effect to any applicable
notice and cure periods) shall have occurred under any Hedging Contract or other
documents creating Hedging Obligations;

            (f) Any event of default (after giving effect to any applicable
notice and cure periods) shall have occurred under any document, instrument or
agreement evidencing, securing, governing or relating to the loan dated this
date, in the maximum principal amount of $4,265,000, from Lender to Halifax
Plaza Associates, L.P.

            (g) A petition shall have been filed by Borrower or either Guarantor
under any of the provisions of the United States Bankruptcy Code, as amended, or
any other Federal or state insolvency or similar Law; or such petition shall
have been filed against Borrower or either Guarantor or a receiver shall have
been appointed in a debtor's proceeding for Borrower or either Guarantor or any
part of its property or assets, or for the Premises or the Improvements, and
such petition or receivership shall continue unstayed and in effect for a period
of ninety (90) days;

                                      -37-
<PAGE>

            (h) Borrower or either Guarantor shall have made an assignment for
the benefit of its creditors;

            (i) There shall have occurred a material adverse change in the
financial condition of Borrower or either Guarantor, as determined by Lender; or

            (j) Any execution shall have been levied against any part of the
Project or against any other property of Borrower and shall continue unstayed
and in effect for a period of sixty (60) days.

         9.2. Remedies. Upon the occurrence of any Event of Default beyond any
applicable cure periods, Lender may exercise any or all of the following rights
and remedies as Lender may deem necessary or appropriate:

            (a) Declare immediately due and payable all monies advanced
hereunder which are then unpaid, with all arrearages of interest, and
accordingly accelerate payment thereof;

            (b) Enter upon the Project and take possession thereof, together
with the Improvements (whether in the course of construction or completed), and
all materials, supplies, tools, equipment and construction facilities and
appliances located thereon, and proceed either in the name of Lender or in the
name of Borrower, as Lender shall elect. For this purpose, Borrower agrees that
Lender shall have the right, and hereby irrevocably constitutes and appoints
Lender its true and lawful attorney-in-fact coupled with an interest, with full
power of substitution, (i) to use any funds of Borrower (including any funds
which may be held in a cash collateral account and any funds which remain
unadvanced hereunder, which Borrower for such purpose hereby quitclaims to
Lender) for payment of the Loan, (ii) to pay, settle or compromise all existing
bills and claims which are or may be liens against the Project or may be
necessary or desirable for the clearance of title, (iii) to prosecute and defend
all actions or proceedings in connection with the Project and to take such
action and require such performance as Lender deems necessary, and (iv)
generally to do any and every act with respect to the construction, occupancy
and use of the Project as Borrower may do in its own behalf; and any sums
expended or incurred by Lender for any of the foregoing purposes shall be added
to the indebtedness evidenced by the Note, shall be secured by the Mortgage and
the other Loan Documents and shall be paid by Borrower to Lender on demand with
interest thereon at the Default Rate until paid;

            (c) Exercise all other remedies available to Lender under any of the
Loan Documents (subject to any applicable limitations on liability contained in
the Loan Documents), or available to Lender under applicable Law, it being the
intention of the parties that the remedies provided in this Agreement shall be
in addition to and not in substitution of the rights and remedies which would
otherwise be vested in Lender at law or in equity, all of which rights and
remedies are specifically reserved by Lender, and the failure of Lender to
exercise any remedy herein provided shall not constitute a waiver by Lender nor
preclude the resort to any other appropriate remedy or remedies herein provided


                                      -38-
<PAGE>

or prevent the subsequent or concurrent resort to any other remedy or remedies
which by law or equity shall be vested in Lender for the recovery of damages or
otherwise in the event of a breach of any of the undertakings of Borrower
hereunder, and any waiver by Lender of any rights or remedies hereunder must, to
be effective, be in writing, and such waiver shall be limited in its effect to
the condition or default specified therein, but no such waiver shall extend to
any subsequent condition or default or impair any right consequent thereon;

            (d) If an Event of Default specified in subsections (f) or (g) of
Section 9.1 shall occur or exist, then, in addition to all other rights and
remedies which Lender may have hereunder or under any other Loan Document, at
law, in equity or otherwise, the unpaid principal amount of the Loan, interest
accrued thereon and all other obligations of Borrower to Lender shall become
immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby waived, and an action therefor shall
immediately accrue, and in addition, Lender may exercise such other remedies as
may be available to Lender under applicable Law;

            (e) It is agreed that, in addition to all other rights hereunder or
under Law, Lender shall have the right to institute proceedings in equity or
other appropriate proceedings for the specific performance of any covenant or
agreement made in any of the Loan Documents or for an injunction against the
violation of any of the terms of any of the Loan Documents or in aid of the
exercise of any power granted in any of the Loan Documents or by Law or
otherwise;

            (f) Lender shall have and is hereby granted, as security for all
liabilities of Borrower to Lender, a right of set-off, a lien upon and a
security interest in all property of Borrower now or at any time hereafter in
Lender's possession in any capacity whatsoever, including, without limitation,
any balance or share of (i) any deposit, trust or agency account and (ii) any
proceeds, payments or other amounts which Borrower has received or will receive
with respect to or under any Hedging Contract.

            (g) During the continuance of any Event of Default beyond any
applicable periods and for so long as such Event of Default remains uncured,
Lender is appointed as attorney-in-fact of Borrower for the purposes of carrying
out the provisions of this Section 9.2 and taking any action and executing any
instruments which Lender may deem necessary or advisable to accomplish the
purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest.

                                   ARTICLE 10
                                 MISCELLANEOUS

         10.1. Notices. Unless otherwise expressly provided under this Agreement
all notices, requests, demands, directions and other communications
(collectively "notices") given to or made upon any party under the provisions of
this Agreement (and unless otherwise specified, in each other Loan Document)
shall be in writing and shall be delivered by hand, nationally recognized
overnight courier or U.S. mail (certified, return receipt requested) mail to the

                                      -39-
<PAGE>

respective parties at the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:

                           If to Borrower:

                           Newport Plaza Associates, L.P. d/b/a
                           Newport Plaza Shopping Center
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention:  Mr. Leo Ullman

                           with a copy to:

                           Stuart H. Widowksi, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           If to Lender:

                           Citizens Bank Of Pennsylvania
                           2001 Market Street, 6th Floor
                           Philadelphia, Pennsylvania  19103-7053
                           Attention:  Real Estate Department

                           with a copy to:

                           Pepper Hamilton LLP
                           400 Berwyn Park
                           899 Cassatt Road
                           Berwyn, Pennsylvania  19312

                           Attention:   David H. Huggler, Esq.

All notices shall, except as otherwise expressly provided in this Agreement, be
effective (a) in the case of hand-delivered notice, when hand delivered, (b) if
given by U.S. mail, upon delivery or, if delivery is refused, on the date
delivery is first attempted, and (c) if given by any other means (including by
air courier), when delivered.

         10.2. Prior Understandings; Entire Agreement. This Agreement and the
other Loan Documents supersede all prior and contemporaneous understandings and
agreements, whether written or oral, among the parties hereto relating to the
transactions provided for herein and therein except as expressly provided
otherwise. This Agreement and the other Loan Documents represent the entire
agreement between the parties to this Agreement with respect to the transactions
contemplated hereby or thereby and, except as expressly provided herein or in
the other Loan Documents, shall not be affected by reference to any other
documents.

         10.3. Severability. Every provision of this Agreement and each of the
other Loan Documents is intended to be severable, and if any term or provision
of this Agreement or any of the other Loan Documents shall be invalid, illegal
or unenforceable for any reason, the validity, legality and enforceability of


                                      -40-
<PAGE>

the remaining provisions shall not be affected or impaired thereby, and any
invalidity, illegality or unenforceability in any jurisdiction shall not affect
the validity, legality or enforceability of any such term or provision in any
other jurisdiction. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction. this Agreement shall, as
to such jurisdiction, be deemed amended to modify or delete, as necessary, the
offending provision or provisions and to alter the bounds thereof in order to
render it or them valid and enforceable to the maximum extent permitted by
applicable Law, without in any manner affecting the validity or enforceability
of such provision or provisions in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.

         10.4. Descriptive Headings; Governing Law. The descriptive headings of
the several sections of this Agreement are inserted for convenience only and
shall not affect the meaning or construction of any of the provisions of this
Agreement. This Agreement and the rights and obligations of the parties under
this Agreement and under the other Loan Documents shall be construed in
accordance with and shall be governed by the laws of the Commonwealth of
Pennsylvania.

         10.5. Publicity. Lender shall have the right, from time to time
hereafter, after reasonable consultation with Borrower, to publicize and
advertise in any manner Lender's extension of the Loan for the benefit of the
Project.

         10.6. Non-Merger of Remedies. The covenants and obligations of Borrower
and the rights and remedies of Lender hereunder and under the other Loan
Documents shall not merge with or be extinguished by the entry of a judgment
hereunder or thereunder, and such covenants, obligations, rights and remedies
shall survive any entry of a judgment until payment in full of the Obligations.
All obligations under the Loan Documents shall continue to apply with respect to
and during the collection of amounts due under the Loan Documents or the proof
and allowability of any claim arising under this Agreement or any other Loan
Document, whether in bankruptcy or receivership proceedings or otherwise, and in
any workout, restructuring or in connection with the protection, preservation,
exercise or enforcement of any of the terms of this Agreement or of any rights
under this Agreement or under any other Loan Document or in connection with any
foreclosure, collection or bankruptcy proceedings. Without limiting the
generality of the foregoing, the post-judgment interest rate shall be the
applicable Default Rate.

         10.7. No Implied Waiver; Cumulative Remedies. No course of dealing and
no delay or failure of Lender in exercising any right, power or privilege under
this Agreement or any other Loan Document shall affect any other or future
exercise thereof or exercise of any other right, power or privilege; nor shall
any single or partial exercise of any such right, power or privilege or any
abandonment or discontinuance of steps to enforce such a right, power or
privilege preclude any further exercise thereof or of any other right, power or
privilege. The rights and remedies of Lender under this Agreement and any other
Loan Document are cumulative and not exclusive of any rights or remedies which
Lender would otherwise have hereunder or thereunder, at law, in equity or
otherwise. Any waiver of a specific default shall be effective only as to such
specific default and shall not apply to any subsequent default.


                                      -41-
<PAGE>

         10.8. Amendments. Any term, covenant, agreement or condition of any
Loan Document to which Lender is party may be amended, and any right under the
Loan Documents may be waived, if, but only if, such amendment or waiver is in
writing and is signed by Lender.

         10.9. Successors and Assigns.

            (a) Assignments by Borrower. Without the prior written consent of
Lender, Borrower may not assign any of its rights or delegate any of its duties
or obligations under this Agreement or any other Loan Document.

            (b) Participations by Lender. Lender may sell participations to one
or more Eligible Institutions of all or a portion of its rights and obligations
under this Agreement; provided, however, that (i) Lender's obligations under
this Agreement shall remain unchanged, (ii) Lender shall remain solely
responsible to Borrower for the performance of its obligations under this
Agreement, (iii) all amounts payable by Borrower under this Agreement shall be
determined as if Lender had not sold such participation and no participant shall
be entitled to receive any greater amount pursuant to this Agreement than Lender
would have been entitled to receive in respect of the amount of the
participation transferred by Lender to such participant had no such transfer
occurred, (iv) such participant shall agree to be bound by the provisions of
this Agreement and the other Loan Documents, and (v) Borrower shall continue to
deal solely and directly with Lender in connection with Lender's rights and
obligations under this Agreement, and Lender shall retain the sole rights and
responsibility vis-a-vis Borrower to enforce the obligations of Borrower
relating to the Loan including the right to approve any amendment, modification
or waiver of any provision of this Agreement.

            (c) Assignments by Lender. Lender shall have the unrestricted right
at any time or from time to time, and without Borrower's or Guarantors' consent,
to assign all or any portion of its rights and obligations under the Loan to one
or more banks or other financial institutions (each, an "Assignee"), and
Borrower and Guarantors agree that they shall execute, or cause to be executed,
such documents, instruments and agreements executed in connection herewith as
Lender shall deem necessary to effect the foregoing. In addition, at the request
of Lender and any such Assignee, Borrower shall issue one or more new promissory
notes, as applicable, to any such Assignee and, if Lender has retained any of
its rights and obligations hereunder following such assignment, to Lender which
new promissory notes shall be issued in replacement of, but not in discharge of,
the liability evidenced by the promissory note held by Lender prior to such
assignment and shall reflect the amount of the respective commitments and loans
held by such Assignee and Lender after giving effect to such assignment;
provided, however, that only one set of notes shall be outstanding at one time.
Upon the execution and delivery of appropriate assignment documentation,
amendments and any other documentation required by Lender in connection with
such assignment, and the payment by Assignee of the purchase price agreed to by
Lender and such Assignee, such Assignee shall be a party to this Agreement and
shall have all of the rights and obligations of Lender hereunder (and under any
and all other guaranties, documents, instruments and agreements executed in
connection herewith) to the extent that such rights and obligations have been
assigned by Lender pursuant to the assignment documentation between Lender and
such Assignee, and Lender shall be released from its obligation hereunder and
thereunder to a corresponding extent. Borrower shall furnish any information
concerning Borrower in its possession from time to time to prospective
Assignees, provided that Lender shall require any such prospective Assignees to
agree in writing to maintain the confidentiality of such information.

                                      -42-
<PAGE>


            (d) Confidential Information. Borrower acknowledges that
participations and assignments by Lender may require that certain confidential
information be released to third parties for the purpose of evaluation of the
Loan. Lender shall use reasonable efforts to limit the distribution of such
confidential information to such third parties and their respective employees
and agents. Borrower acknowledges that Lender will not responsible to Borrower
or Guarantors for the actions of third parties because of their disclosure or
misuse of the information given to them. Participants and assignees shall be
bound by this Section 10.9(d).

         10.10. Counterparts; Photocopied or Telecopied Signature Pages. Any
Loan Document (other than the Note) may be executed in one or more counterparts,
each of which shall constitute an original, but all of which together shall
constitute one and the same instrument. Delivery of a photocopy or telecopy of
an executed counterpart of a signature page to any Loan Document shall be as
effective as delivery of a manually executed counterpart of such Loan Document.

         10.11. Indemnification.

            (a) Borrower shall, upon demand, pay or reimburse Lender for, and
indemnify and save Lender and its respective Affiliates, officers, directors,
employees, agents, attorneys, shareholders and consultants (collectively,
"Indemnitees") harmless from and against, any and all losses, liabilities,
claims, damages (excluding consequential damages), expenses, obligations,
penalties, actions, judgments, suits, costs or disbursements of any kind or
nature whatsoever (including the reasonable fees and disbursements of counsel
for such Indemnitee in connection with any investigative, administrative or
judicial proceeding commenced or threatened, whether or not such Indemnitee
shall be designated a party thereto) that may at any time be imposed on,
asserted against or incurred by such Indemnitee as a result of, or arising out
of, or in any way related to or by any other Loan Document, or any transaction
actually or proposed to be financed in whole or in part or directly or
indirectly with the proceeds of the Loan, any transaction contemplated by the
Loan Documents but excluding any such losses, liabilities, claims, damages,
expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements that Borrower proves were the result of the gross negligence or
willful misconduct of such Indemnitee(s) or arose solely out of disputes between
or among Indemnitee(s), as finally determined by a court of competent
jurisdiction. If and to the extent that the foregoing obligations of Borrower
under this subsection (a), or any other indemnification obligation of Borrower
hereunder or under any other Loan Document are unenforceable for any reason,
Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under applicable Law.

            (b) The indemnities contained herein shall survive repayment of the
Obligations and satisfaction, release, and discharge of the Loan Documents,
whether through full payment of the Loan, foreclosure, deed in lieu of
foreclosure or otherwise until the expiration of all applicable statutes of
limitation and repose.


                                      -43-
<PAGE>


            (c) The foregoing amounts are in addition to any other amounts which
may be due and payable to Lender under this Agreement.

         10.12. Expenses. Borrower agrees to pay promptly or cause to be paid
promptly and to hold harmless:

            (a) Lender against liability for the payment of all reasonable
out-of-pocket and all extraordinary costs and expenses (including but not
limited to reasonable fees and expenses of counsel, including local counsel,
auditors, consulting engineers, appraisers, and all other professional,
accounting, evaluation and consulting costs) incurred by it from time to time
arising from or relating to (i) the negotiation, preparation, execution and
delivery of this Agreement and the other Loan Documents, (ii) the administration
and performance of this Agreement and the other Loan Documents, and (iii) any
requested amendments, modifications, supplements, waivers or consents (whether
or not ultimately entered into or granted) to this Agreement or any other Loan
Document;

            (b) Lender against liability for the payment of all reasonable
out-of-pocket costs and expenses (including but not limited to reasonable fees
and expenses of counsel, including local counsel, auditors, consulting
engineers, appraisers, and all other professional, accounting, evaluation and
consulting costs) incurred by it from time to time arising from or relating to
the enforcement or preservation of rights under, or administration of, this
Agreement or any other Loan Document (including but not limited to any such
costs or expenses arising from or relating to (i) collection or enforcement of
the Loan or other Obligation, and (ii) any litigation, proceeding, dispute,
work-out, restructuring or rescheduling related in any way to this Agreement or
the other Loan Documents); and

            (c) Lender against liability for all stamp, document, transfer,
recording, filing, registration, search, sales and excise fees and taxes (other
than Lender's income taxes) and all similar impositions now or hereafter
determined by Lender to be payable in connection with this Agreement or any
other Loan Documents.

         10.13. Certain Waivers by Borrower. Borrower hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations (other than notices required to be given by Lender pursuant to the
terms of this Agreement or any other Loan Document) and any requirement that
Lender exhaust any right or take any action against any other Person or any
collateral or other direct or indirect security for any of the Obligations.
Without limiting the generality of the foregoing, Borrower acknowledges and
agrees that Lender may commence an action against Borrower whether or not any
action is brought against any collateral and it shall be no defense to any
action brought against Borrower that Lender has failed to bring an action
against any collateral.

         10.14. Set-Off. Borrower hereby grants to Lender a continuing lien,
security interest and right of setoff as security for all liabilities and
obligations to Lender whether now existing or hereafter arising, upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Lender and its successors and
assigns or in transit to any of them. At any time after an Event of Default,
without demand or notice (any such notice being expressly waived by Borrower),
Lender may setoff the same or any part thereof and apply the same to any


                                      -44-
<PAGE>


liability or obligation of Borrower even though unmatured and regardless of the
adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO
REQUIRE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

         10.15. Certain Borrower Acknowledgments. Borrower hereby acknowledges
that Lender has no fiduciary relationship with, or any fiduciary duty to
Borrower arising out of or in connection with this Agreement or any of the other
Loan Documents and the relationship between Lender, on the one hand, and
Borrower, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor.

         10.16. Consent to Jurisdiction, Service and Venue; Waiver of Jury
Trial.

            (a) Consent to Jurisdiction. For the purpose of enforcing payment
and performance of the Loan Documents, including, any payment under the Note and
performance of other obligations under the Loan Documents, or in any other
matter relating to, or arising out of the Loan Documents, Borrower hereby
consents to the jurisdiction and venue of the courts of the Commonwealth of
Pennsylvania or of any federal court located in such state. Borrower hereby
waives the right to contest the jurisdiction and venue of the courts located in
the Commonwealth of Pennsylvania on the ground of inconvenience or otherwise
and, further, waives any right to bring any action or proceeding against Lender
in any court outside the Commonwealth of Pennsylvania. For the purpose of
enforcing the performance of obligations by Lender under the Loan Documents, or
in any other matter relating to, or arising out of the Loan Documents, Lender
hereby consents to the jurisdiction and venue of the courts of the Commonwealth
of Pennsylvania or of any federal court located in such state, waives personal
service of any and all process upon it and consents that all such service of
process may be made by certified or registered mail directed to Lender at the
address provided for in Section 10.1 and service so made shall be deemed to be
completed upon actual receipt or execution of a receipt by any Person at such
address. The provisions of this Section 10.16 shall not limit or otherwise
affect the right of Lender to institute and conduct an action in any other
appropriate manner, jurisdiction or court.

            (b) WAIVER OF JURY TRIAL; DAMAGES. BORROWER AND LENDER (BY
ACCEPTANCE OF THIS AGREEMENT) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF LENDER RELATING TO THE
ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN


                                      -45-
<PAGE>


WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY
LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER
TO ACCEPT THIS AGREEMENT AND MAKE THE LOAN. EACH PARTY TO THIS AGREEMENT (I)
CERTIFIES THAT NEITHER LENDER NOR ANY REPRESENTATIVE, OR ATTORNEY OF LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT BY,
AMONG OTHER THINGS. THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SUBSECTION (B)
OF SECTION 10.16. THE PROVISIONS OF THIS SECTION 10.16 HAVE BEEN FULLY DISCLOSED
TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY
HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS
OF THIS SECTION 10.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

         10.17. No Third Party Beneficiaries. The parties hereto do not intend
the benefits of this Agreement to inure to any third party. Notwithstanding
anything contained herein or in the Note, Mortgage, or any other document
executed in connection with this transaction, or any conduct or course of
conduct by any of the parties hereto, or their respective affiliated companies,
agents or employees, before or after signing this Agreement or any of the other
aforesaid documents, this Agreement shall not be construed as creating any
rights, claims, or causes of action against Lender, or any of its officers,
agents or employees, in favor of any Person other than Borrower.

         10.18. Replacement of Note. Upon receipt of an affidavit of an officer
of Lender as to the loss, theft, destruction or mutilation of the Note, or any
security document which is not of public record, and, in the case of any such
loss, theft, destruction or mutilation, upon cancellation of such Note or
security document in connection with such replacement, Borrower will issue, in
lieu thereof, a replacement Note or security document in the same principal
amount thereof and otherwise of like tenor.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -46-

<PAGE>

         IN WITNESS WHEREOF. the parties hereto, by their officers thereunto
duly authorized, have executed and delivered this Agreement as of the date first
above written.

                NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited
                partnership, d/b/a Newport Plaza Shopping Center, by its sole
                general partner, as follows:

                       CIF-Newport Plaza Associates, LLC, a
                       Delaware limited liability company,
                        by its sole member, as follows:

                               Cedar Income Fund Partnership, L.P., a
                               Delaware limited partnership, by its sole
                               general partner, as follows:

                                        Cedar Income Fund, Ltd., a
                                        Maryland corporation

Attest:                                 By:
       -------------------------           ---------------------------------
         Stuart H. Widowski                    Brenda J. Walker
         Secretary                             Vice President

                                        CITIZENS BANK OF PENNSYLVANIA


                                        By:________________________________
                                           Robert L. Schopf
                                           Vice President


<PAGE>


                                    Exhibit A
                                    ---------

                          Legal Description of Premises
                          -----------------------------

<PAGE>



                                    Exhibit B
                                    ---------

                                 Existing Leases
                                 ---------------

<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                                                                                                      <C>
ARTICLE 1 DEFINITIONS; CONSTRUCTION...............................................................................1

   1.1. CERTAIN DEFINITIONS.......................................................................................1
   1.2. CONSTRUCTION..............................................................................................8
   1.3. ACCOUNTING PRINCIPLES.....................................................................................9

ARTICLE 2 THE LOAN................................................................................................9

   2.1. COMMITMENT TO LEND........................................................................................9
   2.2. PROMISSORY NOTE..........................................................................................10
   2.3. LOAN DOCUMENTS...........................................................................................10
   2.4. ADDITIONAL SECURITY......................................................................................11
   2.5. RELEASE OF SECURITY......................................................................................11

ARTICLE 3 INTEREST RATE PROVISIONS...............................................................................12

   3.1. INTEREST RATES...........................................................................................12
   3.2. COMPUTATION OF INTEREST..................................................................................13
   3.3. LIBOR RATE LENDING UNLAWFUL..............................................................................13
   3.4. LIBOR RATE LENDING IMPRACTICAL...........................................................................13
   3.5. INCREASED COSTS DUE TO BORROWER..........................................................................14
   3.6. INCREASED COSTS DUE TO CHANGE IN LAW.....................................................................14
   3.7. INCREASED CAPITAL COSTS OF LENDER........................................................................15
   3.8. TAXES....................................................................................................15

ARTICLE 4 LOAN PAYMENT PROVISIONS; MATURITY DATE.................................................................16

   4.1. INTEREST AND PRINCIPAL PAYMENTS; MATURITY DATE...........................................................16
   4.2. PREPAYMENTS..............................................................................................16
   4.3. LATE PAYMENT CHARGE......................................................................................18
   4.4. PAYMENTS BY BORROWER IN GENERAL..........................................................................18

ARTICLE 5 REPRESENTATIONS AND WARRANTIES.........................................................................18

   5.1. RELATING TO BORROWER AND ITS AFFILIATES..................................................................18
   5.2. RELATING TO THE PROJECT..................................................................................22
   5.3. SURVIVAL OF REPRESENTATIONS..............................................................................24

ARTICLE 6 COVENANTS..............................................................................................24

   6.1. FINANCIAL STATEMENTS; TAX RETURNS........................................................................24
   6.2. FINANCIAL COVENANTS......................................................................................25
   6.3. DEBT SERVICE COVERAGE DETERMINATIONS.....................................................................25
   6.4. REPORTS..................................................................................................26
   6.5. MAINTENANCE OF EXISTENCE; COMPOSITION; BUSINESS..........................................................27
   6.6. TRANSFER OF PROJECT......................................................................................28
   6.7. BORROWER INDEBTEDNESS....................................................................................28
   6.8. LEASES...................................................................................................28
   6.9. MANAGEMENT AGREEMENTS....................................................................................29
   6.10. PROPERTY, LIABILITY AND OTHER INSURANCE.................................................................30

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>                                                                                                      <C>
   6.11. APPRAISALS..............................................................................................31
   6.12. ENVIRONMENTAL REPORTS...................................................................................31
   6.13. BANK ACCOUNTS...........................................................................................31
   6.14. REGULATION U............................................................................................31
   6.15. BROKER'S FEES...........................................................................................31
   6.16. LENDER'S COSTS..........................................................................................31
   6.17. LOAN FEE................................................................................................31

ARTICLE 7 CONDITIONS PRECEDENT TO LOAN ADVANCES..................................................................32

   7.1. DELIVERY OF LOAN DOCUMENTS...............................................................................32
   7.2. DELIVERY OF OTHER DOCUMENTS..............................................................................33
   7.3. OTHER DOCUMENTARY REQUIREMENTS...........................................................................35
   7.4. BORROWER EQUITY..........................................................................................35
   7.5. FEES, CHARGES. AND PREMIUMS..............................................................................35

ARTICLE 8 LOAN ADVANCES..........................................................................................36

   8.1. ACQUISITION OF PROJECT...................................................................................36
   8.2. SUBSEQUENT ACQUISITION ADVANCE...........................................................................36

ARTICLE 9 EVENTS OF DEFAULT......................................................................................37

   9.1. EVENTS OF DEFAULT........................................................................................37
   9.2. REMEDIES.................................................................................................38

ARTICLE 10 MISCELLANEOUS.........................................................................................40

   10.1. NOTICES.................................................................................................40
   10.2. PRIOR UNDERSTANDINGS; ENTIRE AGREEMENT..................................................................40
   10.3. SEVERABILITY............................................................................................41
   10.4. DESCRIPTIVE HEADINGS; GOVERNING LAW.....................................................................41
   10.5. PUBLICITY...............................................................................................41
   10.6. NON-MERGER OF REMEDIES..................................................................................41
   10.7. NO IMPLIED WAIVER; CUMULATIVE REMEDIES..................................................................41
   10.8. AMENDMENTS..............................................................................................42
   10.9. SUCCESSORS AND ASSIGNS..................................................................................42
   10.10. COUNTERPARTS; PHOTOCOPIED OR TELECOPIED SIGNATURE PAGES................................................43
   10.11. INDEMNIFICATION........................................................................................43
   10.12. EXPENSES...............................................................................................44
   10.13. CERTAIN WAIVERS BY BORROWER............................................................................44
   10.14. SET-OFF................................................................................................45
   10.15. CERTAIN BORROWER ACKNOWLEDGMENTS.......................................................................45
   10.16. CONSENT TO JURISDICTION, SERVICE AND VENUE; WAIVER OF JURY TRIAL.......................................45
   10.17. NO THIRD PARTY BENEFICIARIES...........................................................................46
   10.18. REPLACEMENT OF NOTE....................................................................................46

</TABLE>





<PAGE>


                   ==========================================


                                 LOAN AGREEMENT

                          Dated ________________, 2003

                                 by and between

                      NEWPORT PLAZA ASSOCIATES, L.P. d/b/a

                   NEWPORT PLAZA SHOPPING CENTER, as Borrower

                                       and

                    CITIZENS BANK OF PENNSYLVANIA, as Lender



                   ==========================================

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>20
<FILENAME>ex10-18.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
<PAGE>

                                 PROMISSORY NOTE
                                 ---------------

$5,535,000                                              Harrisburg, Pennsylvania

                                                          ________________, 2003
                                       To be delivered on ________________, 2003

         FOR VALUE RECEIVED, the undersigned, NEWPORT PLAZA ASSOCIATES, L.P., a
Delaware limited partnership, d/b/a Newport Plaza Shopping Center, with an
office in care of Cedar Bay Realty Advisors, Inc., 44 South Bayles Avenue, Suite
304, Port Washington, New York 11050 ("Maker"), promises to pay to the order of
CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered savings bank, with
an office at 2001 Market Street, 6th Floor, Philadelphia, Pennsylvania
19103-7053, or any successor holder of this Note ("Payee"), the principal sum of
FIVE MILLION FIVE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($5,535,000), or so much
thereof as has been advanced to Maker pursuant to the Loan Agreement (as
hereinafter defined), together with interest at the rates and at the times
specified in the Loan Agreement.

         1. Loan Documents. This Note is issued pursuant to that certain Loan
Agreement dated this date (as amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement"), between Maker and Payee, to
which Loan Agreement reference is hereby made for a statement of all of the
terms and conditions under which the Loan is being made, and is entitled to the
benefit and security of the Loan Documents. Capitalized terms used in this Note
without definition shall have the same meanings ascribed to those terms in the
Loan Agreement.

         2. Principal and Interest. The principal amount of the indebtedness
evidenced hereby shall be payable in the amounts and on the dates specified in
the Loan Agreement. Interest thereon shall be paid until such principal amounts
are paid in full at such interest rates and at such times as are specified in
the Loan Agreement.

         3. Payments. Payments of both principal and interest shall be made
without set-off, counterclaim or other deduction of any nature at the office of
Payee located at 2001 Market Street, 6th Floor, Philadelphia, Pennsylvania
19103-7053, in immediately available funds and otherwise in accordance with the
requirements of the Loan Agreement.

         4. Event of Default; Acceleration. Upon and after the occurrence of an
Event of Default, this Note may, as provided in the Loan Agreement, and without
demand, notice or legal process of any kind (except as may be expressly provided
in the Loan Documents), be declared, and immediately shall become, due and
payable.

         5. Remedies. Upon and after the occurrence of an Event of Default,
Maker's payment and performance obligations hereunder and under the Loan
Documents may be enforced and recovered in whole or in part at any time and from
time to time by one or more of the remedies provided to Payee in the Loan
Agreement or in any other Loan Document or as otherwise provided at law or in
equity, all of which remedies are cumulative and concurrent.

<PAGE>


         6. Waivers. Maker waives diligence, demand, presentment, protest and
notice of nonpayment, protest and any renewals or extensions of this Note.

         7. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

         8. Amendments. This Note may only be amended by an instrument in
writing signed by both Maker and Payee.

         9. Captions. The captions or headings of the paragraphs of this Note
are for convenience only and shall not control or affect the meaning or
construction of any of the terms or provisions of this Note.

         10. CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A
WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST MAKER. IN GRANTING THIS WARRANT
OF ATTORNEY, MAKER HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND ON THE
ADVICE OF ITS SEPARATE COUNSEL, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS WITH
RESPECT TO SUCH WARRANT AND ANY EXECUTION THEREON THAT MAKER MAY HAVE TO PRIOR
NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE CONSTITUTION AND LAWS OF THE
UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

         UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER, MAKER HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF RECORD, OR THE PROTHONOTARY
OR CLERK OF ANY COURT IN THE COMMON WEALTH OF PENNSYLVANIA OR ELSEWHERE, TO
APPEAR FOR MAKER AT ANY TIME OR TIMES, IN ANY SUCH COURT IN ANY ACTION BROUGHT
AGAINST MAKER WITH RESPECT TO THE AGGREGATE AMOUNTS PAYABLE HEREUNDER, WITH OR
WITHOUT DECLARATION FILED, AS OF ANY TERM, AND THEREIN TO CONFESS OR ENTER
JUDGMENT AGAINST MAKER FOR ALL SUMS PAYABLE BY MAKER TO PAYEE HEREUNDER, AS
EVIDENCED BY AN AFFIDAVIT SIGNED BY A DULY AUTHORIZED DESIGNEE OF PAYEE SETTING
FORTH SUCH AMOUNT THEN DUE FROM MAKER TO PAYEE, PLUS REASONABLE ATTORNEYS FEES,
WITH COSTS OF SUIT, RELEASE OF PROCEDURAL ERRORS. IF A COPY OF THIS NOTE,
VERIFIED BY AFFIDAVIT, SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE
NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY. MAKER WAIVES THE RIGHT
TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER
IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO BRING ANY
ACTION OR CONFESS JUDGMENT THEREIN SHALL BE DEEMED TO EXHAUST THE POWER, BUT THE
POWER SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS
OFTEN AS PAYEE SHALL ELECT UNTIL ALL AMOUNTS PAYABLE TO PAYEE HEREUNDER SHALL
HAVE BEEN PAID IN FULL.


                                      -2-
<PAGE>

         11. WAIVER OF JURY TRIAL. MAKER AND PAYEE (BY ACCEPTANCE OF THIS NOTE)
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF PAYEE RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF
THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, MAKER HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. MAKER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF PAYEE HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT PAYEE WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR PAYEE TO ACCEPT THIS NOTE AND MAKE THE LOAN.

         12. Successors and Assigns. This Note shall bind Maker and its
successors and assigns and the benefits hereof shall inure to the benefit of
Payee and its successors and assigns.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -3-
<PAGE>


         IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker has
caused this Note to be duly executed as of the day and year first above written.

                              NEWPORT PLAZA ASSOCIATES, L.P., a
                              Delaware limited partnership, d/b/a Newport
                              Plaza Shopping Center, by its sole
                              general partner, as follows:

                                  CIF-Newport Plaza Associates, LLC, a
                                  Delaware limited liability company,
                                  by its sole member, as follows:

                                       Cedar Income Fund Partnership, L.P., a
                                       Delaware limited partnership, by its sole
                                       general partner, as follows:

                                                Cedar Income Fund, Ltd., a
                                                Maryland corporation

Attest:                                         By:
       -------------------------                   ----------------------------
         Stuart H. Widowski                         Brenda J. Walker
         Secretary                                  Vice President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>21
<FILENAME>ex10-19.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>
<PAGE>

                    OPEN-END MORTGAGE AND SECURITY AGREEMENT
                    ----------------------------------------
                     (THIS MORTGAGE SECURES FUTURE ADVANCES)

         THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT (the "Mortgage") is made
this ____ day of _____________, 2003, to be delivered on _______________, 2003,
between NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited partnership, d/b/a
Newport Plaza Shopping Center ("Mortgagor"), with an office in care of Cedar Bay
Realty Advisors, Inc., 44 South Bayles Avenue, Suite 304, Port Washington, New
York 11050, and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered
savings bank ("Mortgagee"), with an office at 2001 Market Street, 6th Floor,
Philadelphia, Pennsylvania 19103-7053.

                                   Background
                                   ----------

         Mortgagor is indebted to Mortgagee in the principal amount of up to
Five Million Five Hundred Thirty Five Thousand Dollars ($5,535,000) (the
"Loan"), advanced or to be advanced in accordance with a Loan Agreement dated
this date between Mortgagor and Mortgagee (as the same may be amended, modified
or supplemented from time to time, the "Loan Agreement"), as evidenced by, and
to be repaid with interest thereon in accordance with, a Promissory Note (as the
same may be extended, renewed, refinanced, refunded, amended, modified or
supplemented from time to time, and any replacement or successor note, the
"Note") dated this date executed by Mortgagor and made payable to the order of
Mortgagee in the stated principal amount of Five Million Five Hundred Thirty
Five Thousand Dollars ($5,535,000).

         The payment of all of the sums due under the Note, this Mortgage and
the other Loan Documents (including, without limitation, all Obligations) and
the performance of all of the agreements, conditions, covenants, provisions, and
stipulations therein are referred to collectively herein as the "Obligations
Secured".

                                      Grant
                                      -----

         In consideration of the indebtedness, and as security for the payment
and performance of the Obligations Secured, including but not limited to a
maximum principal indebtedness outstanding at any time of Five Million Five
Hundred Thirty Five Thousand Dollars ($5,535,000) plus accrued and unpaid
interest thereon and the unpaid balances of advances made by Mortgagee for the
payment of taxes, assessments, maintenance charges and insurance premiums with
respect to the Mortgaged Property (as hereinafter defined), expenses incurred by
Mortgagee for the protection of the Mortgaged Property or the lien of this
Mortgage and expenses incurred by Mortgagee by reason of default by Mortgagor
and any advances made by Mortgagee to enable completion of the Improvements,
Mortgagor has granted, conveyed, bargained, sold, aliened, enfeoffed, released,
confirmed, mortgaged, warranted, and created a security interest in and by these
presents does hereby grant, convey, bargain, sell, alien, enfeoff, release,
confirm, mortgage and warrant unto Mortgagee, and create a security interest in
favor of Mortgagee, in and to Mortgagor's fee simple interest in that certain
real estate known as Newport Plaza located at U.S. Route 322 and Route 34 in
Howe Township, Perry County, Pennsylvania, as more particularly described in
Exhibit "A" attached hereto and made a part hereof (the "Premises"),

         TOGETHER WITH all of Mortgagor's right, title and interest now owned or
hereafter acquired in and to:

<PAGE>


         (a) Any and all improvements now or hereafter located on the Premises,
including buildings containing a total of approximately 66,789 leasable square
feet ("Buildings") and related improvements (all such improvements,
collectively, the "Improvements").

         (b) Any and all buildings, streets, alleys, passages, ways, waters,
watercourses, rights, liberties, privileges, improvements, hereditaments and
appurtenances mortgaged, or in any way appertaining thereto, and all easements
and covenants now existing or hereafter created for the benefit of Mortgagor or
any subsequent owner or tenant of the Premises and all rights to enforce the
maintenance thereof, and all other rights, liberties and privileges of
whatsoever kind or character, and the reversions and remainders, income, rents,
issues and profits arising therefrom, and all the estate, right, title,
interest, property, possession, claim and demand whatsoever, at law or in
equity, of Mortgagor in and to the Premises or any part thereof.

         (c) All fixtures, appliances, machinery, furniture and equipment of any
nature whatsoever, and other articles of personal property, owned by Mortgagor,
now or at any time hereafter installed in, attached to or situated in or upon
the Premises or any buildings and improvements now or hereafter erected thereon,
or used or intended to be used in connection with the Premises, or in the
operation of any buildings and improvements now or hereafter erected thereon, or
in the operation or maintenance of any such building or improvement, plant or
business situate thereon, whether or not the personal property is or shall be
affixed thereto (including, but not limited to, chests, chairs, desks, lamps
mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains,
shades, venetian blinds, screens, paintings, hangings, pictures, divans,
couches, sofas, keys or any entry systems, bars, bar fixtures, liquor and other
drink dispensers, icemakers, radios, television sets, intercom and paging
equipment, electric and electronic equipment, dictating equipment, private
telephone systems, medical equipment, potted plants, fitness center equipment,
heating, lighting and plumbing fixtures, fire prevention and extinguishing
apparatus, heating, cooling and air-conditioning systems, elevators, escalator,
fittings, plants, apparatus, stoves, ranges, refrigerators, machinery, engines,
dynamos, motors, boilers, incinerators, switchboards, conduits, compressors,
vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call
systems, brackets, electrical signs, bulbs, bells, conveyors, cabinets, lockers,
shelving equipment, and all fixtures and appurtenances thereto, and such other
goods and chattels and personal property owned by Mortgagor as are now or
hereafter used or furnished in operating the buildings and improvements, or the
activities conducted therein, and all building materials and equipment hereafter
situated on or about the Premises or buildings and improvements now or hereafter
located thereon, and all warranties and guaranties relating thereto), and all
renewals or replacements thereof or articles in substitution therefor, whether
or not the same are or shall be attached to said building or buildings in any
manner; excluding any improvements, materials, movable fixtures and personal
property affixed to or within the Premises which are owned by tenants of space
under occupancy leases and their respective assignees and/or sublessees, unless
such improvements, buildings and materials become Mortgagor's property as a
result of a termination of such occupancy lease, in which event the aforesaid
shall be subject to the lien hereof.

         (d) All awards and other compensation heretofore and hereafter to be
made to Mortgagor for any taking by eminent domain, either permanent or
temporary, of all or any part of the Premises and any buildings and improvements
now or hereafter located thereon or any easement or appurtenance thereof,
including severance and consequential damage and change in grade of streets.


                                      -2-
<PAGE>


         (e) All revenues, rents, issues, profits, royalties, income, reversions
and remainders derived from or in connection with the Premises or any buildings
and improvements now or hereafter erected thereon.

         (f) All payments, proceeds, settlements or other compensation
heretofore or hereafter made, including any interest thereon, and the right to
receive the same, from any and all insurance policies covering the Premises or
any buildings or improvements now or hereafter erected thereon, or any portion
thereof.

         (g) All of the right, title and interest of Mortgagor in and to all
leases or subleases now existing or hereafter arising covering all or any
portion of the Premises or any buildings or improvements now or hereafter
erected thereon, and all right, title and interest of Mortgagor thereunder,
including, without limitation, all cash or security deposits, advance rentals,
and deposits or payments of similar nature, and all rents, royalties, issues,
profits, bonus money, revenue, income, rights and other benefits, all
receivables, customer obligations, installment payment obligations and other
obligations now existing or hereafter arising or created out of the sale, lease,
sublease, licenses, concession or other grant of the right of the use and
occupancy of property or rendering of services by Mortgagor or any operator or
manager of any commercial space located in the buildings and improvements or
acquired from others, and proceeds, if any, from business interruption or other
loss of income insurance of the Premises or the buildings and improvements now
or thereafter located thereon, now or hereafter arising from the use or
enjoyment of all or any portion thereof or from any present or future lease or
other agreement pertaining thereto or arising from any of the leases.

         (h) All trade names, including, without limitation, "Newport Plaza".

         (i) All of the right, title and interest of Mortgagor in and to any
Hedging Contracts.

         All of the above-mentioned Premises, buildings, improvements, fixtures,
machinery, equipment, tenements, hereditaments and appurtenances, and other
property interests are collectively referred to herein as the "Mortgaged
Property".

         TO HAVE AND TO HOLD the Mortgaged Property hereby granted or mentioned
or intended, as hereinabove provided, so to be unto Mortgagee, its successors
and assigns, to its or their own use forever.

         PROVIDED ALWAYS that if Mortgagor shall promptly pay and perform all of
the Obligations Secured, then the estate hereby granted shall cease, terminate
and become void, but otherwise shall remain in full force and effect.

         THIS IS AN OPEN-END MORTGAGE AND SECURITY AGREEMENT and secures, inter
alia, present and any future advances made by Mortgagee pursuant to the Loan
Documents. The priority of any such future advances shall relate back to the
date of this Mortgage, or to such later date as required by applicable law. This
Mortgage also secures advances made by Mortgagee with respect to the Mortgaged
Property for the payment of taxes, assessments, maintenance charges, and
insurance premiums, costs incurred by Mortgagee for the protection of the
Mortgaged Property or the lien of this Mortgage, and expenses incurred by
Mortgagee by reason of the occurrence of an Event of Default and the priority of
such advances, costs and expenses shall also relate back to the date of this
Mortgage, or to such later date as required by applicable law.


                                      -3-
<PAGE>


                                   ARTICLE I
                                  DEFINITIONS

         Capitalized terms used herein without definition shall have the same
meanings ascribed to those terms in the Loan Agreement.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         Mortgagor represents and warrants to Mortgagee that:

         2.1. Warranty of Title. Mortgagor owns and possesses good and
marketable fee simple title to the Mortgaged Property, subject to no lien,
charge or encumbrance other than those reflected as title exceptions not removed
from the marked-up Commitment for Title Insurance, File No. D359273CP, issued by
Commonwealth Land Title Insurance Company to Mortgagee insuring the lien of this
Mortgage; (b) Mortgagor owns and possesses outright ownership in the balance of
the Mortgaged Property, subject to no lien, charge or encumbrance except for the
lien on and security interest therein granted by Mortgagor to Mortgagee pursuant
to this Mortgage; (c) this Mortgage is a valid and enforceable first lien on the
Mortgaged Property subject only to the aforesaid title objections; (d) Mortgagee
shall, subject to Mortgagor's right of possession prior to default and the
aforesaid title objections, including the rights of tenants, quietly enjoy and
possess the Mortgaged Property, and Mortgagor shall preserve such title and the
validity and priority of the lien hereof and shall forever warrant and defend
the same to Mortgagee against all claims and demands of all persons and parties
whomsoever.

         2.2. Organization. Mortgagor is a duly organized and validly existing
Delaware limited liability company and is subsisting in the Commonwealth of
Pennsylvania.

         2.3. Power and Authority. Mortgagor has the requisite power and
authority to execute all documents evidencing and securing the Obligations
Secured and to perform its obligations hereunder. All such action has been duly
and validly authorized by all necessary partnership action on its part.

         2.4. Legality of Transaction. The transactions contemplated in the
documents evidencing and securing the Obligations Secured are and will be in all
respects legal; provided, however, that no representation is given as to banking
laws applicable to Mortgagee.

         2.5. Absence of Conflicts. The execution and delivery of, and the
carrying out of the transactions contemplated herein, and the performance and
observance of the terms, covenants, agreements and provisions of the Obligations
Secured by Mortgagor will not result in a breach of the terms or provisions of
any existing law or existing rule, regulation or order of any court or
governmental body or of any agreements of any nature applicable to Mortgagor or
by which Mortgagor is bound.

         2.6. Enforceability. The Mortgage and the Obligations Secured
constitute the valid and legally binding obligations of Mortgagor and are fully
enforceable against Mortgagor in accordance with their respective terms except
as the enforceability thereof maybe limited by bankruptcy, insolvency or other
similar Laws of general application affecting the enforcement of creditor's
rights.


                                      -4-
<PAGE>

         2.7. Accuracy of Information. All information, reports, papers and data
given to Mortgagee by Mortgagor with respect to any of the Mortgaged Property or
Mortgagor are accurate in all material respects, and there has been no material
adverse change in any condition or fact stated therein.

         2.8. Damage by Casualty; Condemnation. None of the Mortgaged Property
has been damaged by fire or other casualty which is not now fully restored. No
notice of taking by eminent domain or condemnation of any of the Mortgaged
Property has been received, and Mortgagor has no knowledge that any such
proceeding is contemplated.

         2.9. Foreign Person. Mortgagor is not a "foreign person" within the
meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended,
and the regulations of the United States Treasury Department adopted in
connection therewith, including temporary regulations.

         2.10. Hazardous Materials.

            (a) To the best of Mortgagor's knowledge, after due inquiry and
investigation, and except as specifically disclosed in the Environmental Report,
(i) the Premises is not now and has never been used to generate, manufacture,
refine, transport, treat, store, handle, dispose, transfer, produce, process or
in any manner deal with Hazardous Materials other than Permitted Substances,
(ii) no Hazardous Materials other than Permitted Substances have ever been
installed, placed, or in any manner dealt with on the Premises, (iii) no owner
of the Premises or any tenant, subtenant, occupant, prior tenant, prior
subtenant, prior occupant or person (collectively, "Occupant") has received any
material notice or advice from any governmental agency or any Occupant with
regard to Hazardous Materials on, from or affecting the Premises, and (iv) all
Permitted Substances used or located on the Premises have at all times been
handled, used, stored, treated, shipped and disposed of in compliance with all
applicable laws.

            (b) The term "Hazardous Materials" as used in this Mortgage shall
include, without limitation, gasoline, petroleum products, explosives,
radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic
substances, polychlorinated biphenyls or related or similar materials, asbestos
or any material containing asbestos, or any other substance or material as may
be defined as a hazardous or toxic substance by any Federal, state or local
environmental law, ordinance, rule, or regulation including, without limitation,
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C., Sections 9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C., Sections 1801 et seq.), the Resource
Conservation and Recovery Act of 1976, as amended (42 U.S.C.. Sections 6901 et
seq.), the Federal Water Pollution Control Act (33 U.S.C.. Sections 1251 et
seq.), the Clean Air Act (42 U.S.C., Sections 7401 et seq.), the Clean Streams
Law (Pa. Stat. Ann. tit. 35. Sections 691.1 et seq.), the Solid Waste Management
Act (Pa. Stat. Ann. tit. 35, Section 6018.101 et seq.), the Hazardous Sites
Clean-up Act, Pa. Stat. Ann. tit. 35, Section 6020.101 et seq., and in the
regulations adopted and publications promulgated pursuant thereto.

            (c) The term "Permitted Substances" as used in this Mortgage means
Hazardous Materials of the types and in the quantities customarily used in the
maintenance and operation of commercial buildings similar to the Mortgaged
Property, and inventory of gasoline at the fueling station operated by Giant
Food Stores, Inc. on the Premises, so long as such Hazardous Materials are
stored, used and disposed of in accordance with all applicable laws.


                                      -5-
<PAGE>

            (d) The term "Environmental Report" as used in this Mortgage means
the Phase I Environmental Site Assessment dated August 22, 2002 prepared by
Eckland Consultants, Inc.

         2.11. Leases. The Mortgaged Property is subject to the leases listed
and described on Exhibit B attached to the Loan Agreement ("Existing Leases")
and the Mortgaged Property is not subject to any other leases, occupancy rights
or similar arrangements. Except as may be set forth in said Exhibit B, to the
best of Mortgager's knowledge after diligent inquiry, none of the Existing
Leases has been amended, modified or supplemented in any respect or terminated
or canceled. The Existing Leases represent the entire agreements between
Mortgagor and the respective applicable tenants ("Existing Tenants") with
respect to the lease of the portions of the Mortgaged Property covered thereby.
Each of the Existing Leases is in full force and effect. To the best of
Mortgager's knowledge after diligent inquiry, Mortgagor knows of no material
defaults under Existing Leases in the aggregate which, in the judgment of
Mortgagee, would have a material adverse effect on the financial condition of
Mortgagor or the Mortgaged Property. To the best of Mortgagor's knowledge, there
are no existing defenses or offsets against the obligation to pay the rents or
other charges due under any of the Existing Leases or against the enforcement of
any of the Existing Leases by Mortgagor. To the best of Mortgager's knowledge
after diligent inquiry, except as may be set forth in said Exhibit B, there are
no agreements covering free rent, partial rent, rebate of rental payments or any
other type of rental concessions with respect to any of the Existing Leases.
Except as may be set forth in Exhibit B, none of the Existing Leases contains
any options or rights of first refusal to purchase any portion or all of the
Mortgaged Property. To the best of Mortgager's knowledge after diligent inquiry,
there have not been any prepayments of any rent under any of the Existing
Leases. Except as may be set forth in said Exhibit B, there is no provision for
the payment of any security deposit under any of the Existing Leases. Mortgagor
has not mortgaged, assigned, pledged, granted a security interest in or
otherwise encumbered its interest in any of the Existing Leases in favor of any
person or entity other than Mortgagee.

         2.12. Management Agreements. Mortgagor has delivered to Mortgagee a
true, correct and complete copy of the Existing Management Agreement. There are
no other management agreements to which Mortgagor is a party relating to the
Project. The Existing Management Agreement has not been amended, modified or
supplemented in any respect or terminated or canceled. The Existing Management
Agreement represents the entire agreement between Mortgagor and Existing Manager
(as defined in the Loan Agreement) with respect to the management of the
Project. The Existing Management Agreement is in full force and effect, there
are no defaults thereunder, and Mortgagor knows of no events or conditions
which, with passage of time or notice or both, would constitute a default
thereunder.

                                  ARTICLE III
                              AFFIRMATIVE COVENANTS

         3.1. Payment of Note. Mortgagor shall pay to Mortgagee or any
subsequent holder of the Note the principal and interest accrued on the entire
principal indebtedness of the Note, including all sums now or hereafter due
Mortgagee under the terms hereof and of the Loan Agreement, together with all
interest thereon, punctually as and when the same shall become due by the terms
thereof and hereof. Mortgagor will observe and perform all of the terms,
provisions, conditions, covenants and agreements on the part of Mortgagor to be
observed and performed under the Note, the Loan Agreement, this Mortgage, and
the other Obligations Secured.


                                      -6-
<PAGE>

         3.2. Payment of Taxes and Other Charges.

            (a) Mortgagor shall prior to the date on which any interest or
penalties shall commence to accrue thereon, cause to be paid and discharged, and
shall furnish to Mortgagee within ten (10) days after request therefor, proper
receipts for, all taxes, assessments, water and sewer rents and charges and all
other license or permit fees, levies, and governmental charges, general or
special, ordinary or extraordinary, foreseen or unforeseen. of any kind and
nature whatsoever, which are or may have been, or may hereafter be, charged,
assessed, levied, confirmed or imposed upon or against the Mortgaged Property,
or any part thereof, by any lawful authority, or which may become a lien
thereon, unless the same shall have been fully paid to Mortgagee, Mortgagor will
cause to be paid when due, all charges for utilities used at or servicing the
Mortgaged Property, whether public or private.

            (b) Notwithstanding the foregoing, Mortgagor may in good faith
contest, by proper legal proceedings, the validity or amount of any such tax or
charge, provided (i) an Event of Default has not occurred which has not been
cured; (ii) Mortgagor provides to Mortgagee security satisfactory to Mortgagee
assuring the payment of such contested tax or charge and any additional charge,
penalty or expense which may arise from or be incurred as a result of such
contest; (iii) such contest operates to suspend collection and is maintained and
prosecuted with diligence; and (iv) Mortgagor shall pay such contested tax or
charge and all costs and penalties, if any, and shall deliver to Mortgagee
evidence acceptable to Mortgagee of such payment promptly, if such contest is
terminated or discontinued adversely to Mortgagor, and in any event at least
thirty (30) days before the date any of the Mortgaged Property may be sold or
otherwise transferred because of non-payment of the tax or charge.

            (c) Subject to said right of Mortgagor to contest such tax or charge
and the expiration of any notice and grace period as provided in Section 5.1
without a cure, nothing herein shall affect any right or remedy of Mortgagee
under this Mortgage or otherwise to pay any tax or charge in accordance with the
terms of Section 5.3.

3.3. Additions, Alterations, Removals and Repairs.

            (a) Mortgagor shall have the right at any time and from time to time
during the term of this Mortgage to make, at its sole cost and expense,
additions and alterations to the buildings and improvements included within the
Mortgaged Property, provided that such additions or alterations when completed
shall not reduce the value or adversely affect the utility of the Mortgaged
Property and further provided that in connection with any demolition of any
Improvement (without regard to cost) or any addition or alteration involving a
cost of more than $100,000 Mortgagor obtains Mortgagee's prior written consent
thereto, which consent shall not be unreasonably withheld so long as there is no
Event of Default then in existence. Notwithstanding the foregoing, Mortgagor may
remove any fixture, and it shall thereafter be free of any security interest or
lien created hereby, on condition that simultaneously with, or prior to such
removal, such fixture shall be replaced with other property to perform the
function of the property removed and of a value at least equal to that of the
replaced property and free from any title retention or security agreement or
other encumbrance. By such removal and replacement, Mortgagor shall be deemed to
have subjected such replacement equipment to the lien of this Mortgage.


                                      -7-
<PAGE>
            (b) Throughout the term of this Mortgage, Mortgagor, at its sole
cost and expense, will take good care of the Mortgaged Property and the
sidewalks, curbs and vaults, if any, adjoining the Premises and will keep the
same in good order and condition, and make all necessary repairs thereto,
interior and exterior, structural and nonstructural, ordinary and extraordinary,
and unforeseen and foreseen. All repairs made by Mortgagor shall be
substantially similar in quality and class to the original work. The necessity
for and adequacy of repairs to the buildings and improvements pursuant to this
Section 3.3 shall be measured by the standard which is appropriate for
structures of similar construction and class, provided that Mortgagor shall in
any event make all repairs necessary to avoid any structural damage or injury to
the buildings and improvements and to keep the buildings and improvements in a
proper condition for their intended uses. Nothing in this Section 3.3(b) shall
prevent Borrower from passing costs through to tenants.

            (c) Throughout the term of this Mortgage, Mortgagor, at its sole
cost and expense, shall promptly comply with all present and future laws,
ordinances, orders, rules, regulations and requirements of all federal, state
and municipal governments, courts, departments, commissions, boards and
officers, and national or local Boards of Fire Underwriters, or any other body
exercising functions similar to those of any of the foregoing, foreseen or
unforeseen, ordinary as well as extraordinary, which may be applicable to the
Mortgaged Property, the maintenance and use thereof and the sidewalks, curbs and
vaults adjoining the Mortgaged Property, whether or not such law, ordinance,
order, rule, regulation or requirement shall necessitate structural changes or
improvements, or the removal of any encroachments or projections, ornamental,
structural or otherwise, onto or over property contiguous or adjacent thereto.
Mortgagor will comply with all orders and notices of violation thereof issued by
any governmental authority. Mortgagor will pay all license fees and similar
municipal charges for the use of the Mortgaged Property and the other areas now
or hereafter comprising part thereof or used in connection therewith and will
not, unless so required by any governmental agency having jurisdiction,
discontinue use of the Mortgaged Property without the prior written consent of
Mortgagee. Mortgagor shall have the right to contest all such governmental
requirements, subject to the same standards as are set forth in Section 3.2
above with respect to contests of governmental charges and assessments. Nothing
in the Section 3.3(c) shall prevent Borrower from passing costs through to
tenants.

         3.4. Impound Payments. Mortgagor will, upon receipt of written request
from Mortgagee in its sole and unreviewable discretion, pay to Mortgagee
contemporaneously with each monthly payment of interest, principal or principal
and interest, a sum equal to one-twelfth (1/12th) of the hazard insurance
premiums, real estate taxes, water rents or charges, sewer rents, payments in
lieu thereof, special assessments and any other tax, assessment, lien, claim or
encumbrance which may at any time be or become a lien on the Mortgaged Property
prior to, or on a parity with, the lien of this Mortgage so as to enable
Mortgagee to pay the same at least thirty (30) days before they become due, and
Mortgagee shall, upon receipt of bills for such charges, pay the same from the
sums deposited hereunder. If special assessments against the Mortgaged Property
may be paid in installments and Mortgagor elects to do so, the monthly payments
to Mortgagee for such special assessments shall be one-twelfth (1/12th) of the

                                      -8-
<PAGE>


current annual installments. No amounts so paid shall be deemed to be trust
funds but may be commingled with general funds of Mortgagee, and no interest
shall be payable thereon. If, pursuant to any provision of this Mortgage, the
whole amount of said principal debt remaining or any installment of interest,
principal or principal and interest become due and payable, Mortgagee shall
apply any amounts so held in payment of the premiums or payments for which the
amounts were deposited. If the taxes, assessments, levies, charges or fees
required to be paid pursuant to Section 3.2 hereof shall exceed the estimate
therefor, Mortgagor shall without demand forthwith make good the deficiency. If
the taxes, assessments, levies, charges, or fees shall be less than the estimate
therefor, Mortgagee shall refund the overpayment to Mortgagor. Mortgagor will
furnish to Mortgagee tax bills in sufficient time after Mortgagor's receipt
thereof to enable Mortgagee to pay such taxes, assessments, levies, charges and
fees before interest and penalties accrue thereon.

         3.5. Hazardous Materials. Mortgagor covenants that, except for the
customary use of Permitted Substances reasonably required for the maintenance
and operation of the Mortgaged Property in compliance with applicable Law, the
Mortgaged Property shall be kept free of Hazardous Materials, and shall not be
used to generate, manufacture, refine, transport. treat, store, handle, dispose,
transfer, produce, process or in any manner deal with Hazardous Materials, and
Mortgagor shall not cause or permit, as a result of any intentional or
unintentional act or omission on the part of Mortgagor or any Occupant, the
installation or placement of Hazardous Materials in or on the Mortgaged Property
or a release of Hazardous Materials onto the Mortgaged Property or onto any
other property (which installation, placement or release onto such other
property by any such Occupant shall result from such Occupant's activities on
the Mortgaged Property) or suffer the presence of Hazardous Materials on the
Mortgaged Property. Mortgagor shall comply with, and shall use commercially
reasonable efforts to ensure compliance by all Occupants with, all applicable
federal, state and local laws, ordinances, rules and regulations with respect to
Hazardous Materials, and shall keep the Mortgaged Property free and clear of any
liens imposed pursuant to such laws, ordinances, rules and regulations. In the
event that Mortgagor receives any material notice or advice from any
governmental agency or any Occupant with regard to Hazardous Materials on, from
or affecting the Mortgaged Property, Mortgagor shall immediately notify
Mortgagee. Mortgagor shall conduct and complete all investigations, studies,
sampling, and testing, and all remedial, removal, and other actions necessary to
clean up and remove all Hazardous Materials which are not Permitted Substances
on, from or affecting the Mortgaged Property in accordance with all applicable
federal, state, and local laws, ordinances, rules, regulations, and policies.
The obligations and liabilities of Mortgagor under this Section shall survive
the foreclosure of this Mortgage or the delivery of a deed in lieu of
foreclosure.

         3.6. Indemnification. Mortgagor shall protect, indemnify and save
Mortgagee harmless from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including without
limitation reasonable attorneys' fees and expenses), imposed upon or incurred by
or asserted against Mortgagee and arising from any state of facts or
circumstances existing prior to Mortgagee's acquiring Mortgagor's fee simple
estate through foreclosure or a deed in lieu of foreclosure and due to any
action or inaction of Mortgagor or any Occupant by reason of (a) the ownership
of this Mortgage, the Mortgaged Property or any interest therein or receipt of
any rents; (b) any requested amendments, consents or waivers with respect to
this Mortgage or any other Loan Document; (c) any accident, injury to or death
to persons or loss of or damage to property occurring in, on or about the
Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs,
adjacent property or adjacent parking areas, streets or ways; (d) any use,
nonuse or condition in, on or about the Mortgaged Property or any part thereof



                                      -9-
<PAGE>



or on the adjoining sidewalks, curbs, adjacent property or adjacent parking
areas, streets or ways; (e) any failure on the part of Mortgagor to perform or
comply with any of the terms of this Mortgage; (f) the performance of any labor
or services or the furnishing of any materials or other property in respect of
the Mortgaged Property or any part thereof; (g) the failure of any person to
file timely with the Internal Revenue Service an accurate Form 1099-B, Statement
for Recipients of Proceeds from Real Estate, Broker and Barter Exchange
Transactions, which may be required in connection with the Mortgage, or to
supply a copy thereof in a timely fashion to the recipient of the proceeds of
the transaction in connection with which the mortgage loan secured hereby is
made; (h) the presence, disposal, escape, seepage, leakage, spillage, discharge,
emission, release, or threatened release of any Hazardous Materials (other than
Permitted Substances) on, from, or affecting the Mortgaged Property or any other
property (which presence, disposal escape, seepage, leakage, spillage,
discharge, emission, release or threatened release by any such Occupant on, from
or affecting any such other property shall result from such Occupant's
activities on the Mortgaged Property); (i) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or related
to such Hazardous Materials; (j) any lawsuit brought or threatened, settlement
reached, or government order relating to such Hazardous Materials; or (k) any
violation of laws, orders, regulations, requirements. or demands of government
authorities, or any requirements of Mortgagee, which are based upon or in any
way related to such Hazardous Materials including, without limitation,
reasonable attorney and consultant fees, investigation and laboratory fees,
court costs, and litigation expenses, provided that none of the foregoing result
solely from the gross negligence or willful misconduct of Mortgagee. Any amounts
payable to Mortgagee by reason of the application of this Section shall be
included in the Obligations Secured and secured by this Mortgage, and shall
become due and payable upon demand thereof to Mortgagor and shall bear interest
at the Default Rate from the date loss or damage is sustained by Mortgagee until
paid. The obligations of Mortgagor under this Section shall survive any
termination, satisfaction, assignment, judgment of foreclosure or delivery of a
deed in lieu of foreclosure of this Mortgage until the expiration of all
applicable statutes of limitation and repose.

         3.7. Leases; Management Agreement.

            (a) Mortgagor covenants and agrees that (i) it shall not enter into
any lease agreement affecting any portion of the Mortgaged Property other than
an Approved Lease, and Mortgagor shall not amend or modify or terminate any
Approved Lease without the prior written approval of Mortgagee except to the
extent otherwise specifically permitted pursuant to the terms of the Loan
Agreement, and (ii) all leases entered into after the date hereof affecting the
Mortgaged Property will be subordinate or prior to the lien of this Mortgage, at
the option of Mortgagee. Mortgagor hereby covenants and agrees to observe at all
times while all or any portion of the Obligations Secured remains outstanding
all of the requirements set forth in the Loan Agreement with respect to the
leasing of all or any portion of the Mortgaged Property.

            (b) Mortgagor shall promptly (i) perform all of the provisions of
the leases on the part of the landlord thereunder to be performed; (ii) enforce
all of the material provisions of the leases on the part of the tenants
thereunder to be performed; (iii) appear in and defend any action or proceeding
arising under, growing out of or in any manner connected with the leases or the
obligations of Mortgagor as landlord or of the tenants thereunder; and (iv)


                                      -10-
<PAGE>


deliver to Mortgagee, within ten (10) days after a request by Mortgagee, a
written statement containing the names of all tenants, the terms of all leases
and the spaces occupied and rentals payable thereunder, and a statement of all
leases which are then in default, including the nature and magnitude of the
default.

            (c) Upon the occurrence of an Event of Default hereunder and the
enforcement by Mortgagee of any remedy under this Mortgage, the tenant under
each lease which is subordinate to this Mortgage shall at Mortgagee's request
attorn to Mortgagee or any other person succeeding to the interest of Mortgagee
as a result of such enforcement and shall recognize Mortgagee or such successor
in interest as landlord under the lease without change in the provisions
thereof; provided, however, that Mortgagee or such successor in interest shall
not be bound by (i) any payment of an installment of rent or additional rent
which may have been made more than thirty (30) days before the due date of such
installment, or (ii) any amendment or modification to the lease made without the
consent of Mortgagee or such successor in interest, if required; (iii) any act
or omission of any prior landlord (including Mortgagor) under the lease, or (iv)
any offsets, claims or defenses which the tenant might have against any prior
landlord (including Mortgagor).

            (d) Except as may be otherwise provided in the Loan Agreement,
Mortgagor shall not enter into any management agreement affecting any portion of
the Mortgaged Property without in each case obtaining the prior written approval
by Mortgagee of the identity of the proposed manager and the terms and
conditions of the proposed management agreement, and Mortgagor shall not amend
or modify in any material respect or terminate other than by its terms any such
management agreement; if at any time Mortgagee notifies Mortgagor in writing
that any such manager is unsatisfactory to Mortgagee, Mortgagor shall promptly
change such manager in a manner satisfactory to Mortgagee, and Mortgagor's
failure to make such change promptly shall constitute an Event of Default
hereunder. Each manager shall agree, or each management agreement shall provide
by its terms, that such management agreement shall be terminable without penalty
or premium by Mortgagee under the preceding sentence or following the occurrence
of an Event of Default and that all payments under such management agreement are
under and subject and subordinate in lien and priority of payment to the payment
of all principal and interest and other amounts under the Loan.

         3.8. Financial Reports: Required Notices. Mortgagor shall deliver to
Mortgagee as and when due the financial reports and notices required to be
delivered by Mortgagor pursuant to the Loan Agreement.

         3.9. Discharge of Encumbrances. Mortgagor shall promptly discharge or
cause to be discharged, at Mortgagor's cost and expense, all liens, encumbrances
and charges upon the Mortgaged Property, or any part thereof or interest
therein; provided, however, that Mortgagor shall have the right to contest in
good faith the validity of any such lien, encumbrance or charge if Mortgagor
shall first deposit with Mortgagee or with the appropriate court a bond or other
security satisfactory to Mortgagee in such amount as Mortgagee shall reasonably
require, but not more than one hundred fifty percent (150%) of the amount of the
claim, and provided further that (a) Mortgagor shall thereafter diligently
proceed to cause such lien, encumbrance or charge to be removed and discharged,
(b) such proceeding shall operate to suspend collection, and (c) such amounts
shall be duly paid when determined but in all events prior to any execution sale
of the Mortgaged Property or any portion thereof. If Mortgagor shall fail to
discharge any such lien, encumbrance or charge, then, in addition to any other


                                      -11-
<PAGE>



right or remedy of Mortgagee, Mortgagee may, but shall not be obligated to,
discharge the same, either by paying the amount claimed to be due, or by
procuring the discharge of such lien by depositing in court a bond or the amount
claimed or otherwise giving security for such claim, or in such manner as is or
may be prescribed by law. and, in such event, all sums so paid by Mortgagee
shall be included in the Obligations Secured and secured by this Mortgage in
accordance with the terms of Section 5.3 below.

         3.10. Security Agreement. This Mortgage constitutes a security
agreement under the Uniform Commercial Code as in effect in the State in which
the Mortgaged Property is located and creates a security interest in all that
property (and the proceeds thereof) included in the Mortgaged Property which
might otherwise be deemed "personal property". Mortgagor shall execute, deliver,
file and refile any financing statements, continuation statements, or other
security agreements Mortgagee may require from time to time to confirm the lien
of this Mortgage with respect to such property. Without limiting the foregoing,
Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor
to execute, deliver and file such instruments for and on behalf of Mortgagor.
Notwithstanding any release of any or all of that property included in the
Mortgaged Property which is deemed "real property", any proceedings to foreclose
this Mortgage or its satisfaction of record, the terms hereof shall survive as a
security agreement with respect to the security interest created hereby and
referred to above until the repayment or satisfaction in full of the obligations
of Mortgagor as are now or hereafter evidenced by the Obligations Secured.

         3.11. Limited Partnership Existence and Filings.

            (a) Mortgagor shall keep in effect its existence and rights as a
limited partnership under the laws of the State of its formation and its right
to own property and transact business in the State in which the Mortgaged
Property is situated during the entire time that it has any ownership interest
in the Mortgaged Property, and Mortgagor shall file all returns and make all
required filings with the proper authorities, bureaus or departments.

            (b) For all periods during which Mortgagor's interest in the
Mortgaged Property or any part thereof is held by a corporation or association
subject to corporate taxes or taxes similar to corporate taxes, Mortgagor shall
file returns for such taxes with the proper authorities, bureaus or departments,
and Mortgagor shall pay when due and payable and before interest or penalties
are due thereon all taxes owing by Mortgagor to the United States, to
Mortgagor's State of incorporation, to the State where the Mortgaged Property
are situate and to all political subdivisions of any thereof, and shall deliver
to Mortgagee receipts showing the payment of all such taxes, charges or
assessments prior to the last dates on which the same are payable without
penalties or interest, and within ten (10) days following request therefor,
copies of all settlements, notices of deficiencies or overassessment and any
other notices pertaining to Mortgagor's tax liability which may be issued by any
of the governmental authorities referred to in this Section 3.11.

         3.12. Taxation of Mortgages. In the event of the passage after the date
of this Mortgage of any law in effect in the State in which the Mortgaged
Property are located or any other governmental entity changing in any way the
laws now in force for the taxation of mortgages, or debts secured thereby, for
state or local purposes, or the manner of the operation of any such taxes, so as
to affect the interest of Mortgagee hereunder, then and in such event, Mortgagor









                                      -12-
<PAGE>

shall bear and pay the full amount of such taxes applicable to this Mortgage,
provided that if for any reason payment by Mortgagor of any such new or
additional taxes would be unlawful or if the payment thereof would constitute
usury or render the Obligations Secured wholly or partially usurious under any
of the terms or provisions of the Loan Agreement, the Note or this Mortgage or
otherwise, Mortgagee may, at Mortgagee's option, declare the Note, with interest
thereon, to be immediately due and payable on demand, or Mortgagee may pay that
amount or portion of such taxes as renders the Obligations Secured unlawful or
usurious, in which event Mortgagor shall concurrently therewith pay the
remaining lawful and non-usurious portion or balance of said taxes.

         3.13. Inspection. Mortgagee and any persons authorized by Mortgagee
shall have the right at any time, upon reasonable notice to Mortgagor, to enter
the Mortgaged Property to inspect and photograph its condition and state of
repair. In addition, (a) following an Event of Default or (b) prior to an Event
of Default if Mortgagee reasonably deems such actions necessary after notice to
Mortgagor and Mortgagor's failure to comply with the terms of such notice,
Mortgagee may at its option enter the Mortgaged Property to protect, restore or
repair any part thereof, but Mortgagee shall be under no obligation to do so.
Mortgagor will repay to Mortgagee on demand any sums paid by Mortgagee to
protect, restore or repair any part of the Mortgaged Property in accordance with
the terms of Section 5.3 below.

         3.14. Declaration of No Set-Off; Certificate. Mortgagor will, within
fifteen (15) days following receipt of written request from Mortgagee, furnish a
duly acknowledged written statement to Mortgagee certifying the outstanding
principal balance of the Loan; the dates to which principal and/or interest have
been paid under the Note; to the best of Mortgagor's knowledge, information and
belief, whether an Event of Default has occurred which is continuing hereunder
or whether any event which, with the passage of time or giving of notice or
both, could become an Event of Default hereunder has occurred and is continuing
hereunder; and such other matters as Mortgagee may reasonably request.

         3.15. Insurance.

            (a) Mortgagor will keep (or cause to be kept) the buildings,
structures, improvements and fixtures insured at all times throughout the term
of this Mortgage (including any period or periods of time during which any
buildings, structures and improvements are in the course of remodeling,
renovation or construction) and to furnish the following to Mortgagee:

                  (i) Insurance against loss or damage by fire, lightning,
windstorm. hail, explosion, vandalism, acts of terrorism, malicious mischief and
damage from aircraft and vehicles, and smoke damage from such other hazards as
are presently included in standard "all risk" property insurance in the same
geographic area in which the Mortgaged Property are located and an endorsement
providing that such insurance shall not be voided by reason of the occupancy by
any tenant of the Mortgaged Property. The amount of such insurance shall be as
required by Mortgagee from time to time, but not less than 100% of the "full
replacement cost" of the buildings, structures, improvements and fixtures
without deduction for depreciation (but excluding the value of roads,
foundations, parking areas and similar improvements). During any period while
the buildings and improvements on the Mortgaged Property are being constructed
or reconstructed, the fire insurance required pursuant to this Section
3.15(a)(i) shall be in the form of a builder's "all risk" policy on a completed








                                      -13-
<PAGE>


value, non-reporting basis, including collapse and transit coverage, with
deductibles not to exceed $10,000, a "soft cost" endorsement in an amount
satisfactory to Mortgagee and such other endorsements as Mortgagee may require.

                  (ii) Business interruption or rent loss insurance in an amount
as required by Mortgagee from time to time but not for a period in excess of
twelve (12) months and based on gross rents payable under Approved Leases.

                  (iii) If any portion of the Mortgaged Property is located in a
flood hazard area, flood hazard insurance as required by law up to the maximum
limits of insurance available under the National Flood Insurance Program
authorized by the Flood Disaster Protection Act of 1973, as amended, and at
Mortgagee's request, flood insurance coverage, in excess of the maximum amount
available under such program, in an amount determined by Mortgagee in its sole
discretion.

                  (iv) Comprehensive general public liability insurance against
claims for bodily injury or death and property damage occurring upon, in or
about the Mortgaged Property to afford protection to the limit of not less than
$1,000,000 per occurrence for bodily injury (including death) and property
damage, with umbrella coverage of not less than $5,000,000. Such insurance shall
be written on an "occurrence" basis rather than a "claims" basis to the extent
obtainable at commercially reasonable rates.

                  (v) Worker's compensation insurance in an amount equal to
Mortgagor's full statutory liability and covering all of Mortgagor's and
Existing Manager's employees, if any, wherever located. During any period while
the buildings and improvements on the Mortgaged Property are being constructed
or reconstructed, proof that either Mortgagor or Mortgagor's construction
contractor maintains worker's compensation insurance covering all persons
employed in such construction or reconstruction, together with Employer's
liability insurance in the minimum amount of $100,000.

                  (vi) Such other insurance on the Mortgaged Property, or any
replacements or substitutions therefor, or additions thereto. and in such
amounts as may from time to time be reasonably required by Mortgagee against
other insurable hazards or casualties which at the time are commonly insured
against in the case of premises similarly situated.

            (b) All insurance shall be subject to the approval of Mortgagee as
to insurance companies, amounts, contents and form of policies and expiration
dates, and shall contain a Non-Contributory Mortgagee clause in favor of and
satisfactory to Mortgagee excluding Mortgagee from the operation of any
coinsurance clause contained in any such policy and, as to the policies required
under subsections (i), (ii) and (iii) hereof, naming Mortgagee as loss payee.
The policy required under subsection (iv) hereof shall name Mortgagee as
additional insured party. All such policies shall be issued by companies
licensed in the Commonwealth of Pennsylvania and having a Best's financial
rating of A or better and a size class rating of X or larger. Such policies
shall provide for the payment of all costs and expenses incurred by Mortgagee in
the event of any contested claim and shall not be canceled or otherwise
terminated without at least thirty (30) days' prior written notice to Mortgagee.
Such coverages may be effected under one or more blanket policies of insurance


                                      -14-
<PAGE>

covering the Mortgaged Property and other properties provided that the coverages
applicable to the Mortgaged Property are separately noted and such blanket
policies are otherwise acceptable to Mortgagee.

            (c) Mortgagor will deliver (or cause to be delivered) to Mortgagee
original or certificates evidencing such insurance, together with copies of such
policies, on or before the date hereof. Not less than fifteen (15) days prior to
the expiration date of each such policy, Mortgagor will deliver (or cause to be
delivered) to Mortgagee original certificates evidencing renewal of such
insurance, together with copies of renewal policies policies. Such certificates
and policies shall be marked "premium paid" or accompanied by other evidence of
payment satisfactory to Mortgagee. Mortgagor will not permit any condition to
exist on the Mortgaged Property which would wholly or partially invalidate the
insurance thereon.

            (d) In the event of the occurrence of any loss or damage to the
Mortgaged Property, Mortgagor will give immediate written notice thereof to
Mortgagee, and Mortgagee may make proof of loss thereof if not made promptly by
Mortgagor. If Mortgagee so elects, Mortgagee may on behalf of Mortgagor adjust
and compromise any claims under such insurance and collect and receive the
proceeds thereof and endorse drafts, and Mortgagee is hereby irrevocably
appointed attorney-in-fact of Mortgagor for such purposes. In any event, no
adjustment or compromise of any claims under such insurance shall be made
without Mortgagee's prior written approval which shall not be unreasonably
withheld or delayed. Each insurance company concerned is hereby authorized and
directed to make payment under such policies of casualty, rent and/or business
interruption insurance, including return of unearned premiums, directly to
Mortgagee instead of to Mortgagor and Mortgagee jointly, and Mortgagor appoints
Mortgagee, irrevocably, as Mortgagor's attorney-in-fact to endorse any draft
thereof.

            (e) Subject to the terms of Section 3.17, Mortgagee shall have the
right, at its election, to retain and apply the proceeds of any casualty
insurance to reduction of the Obligations Secured, and/or to retain and apply
the proceeds of any rent insurance and/or business interruption insurance on
account of the payments of the regular monthly installments of principal and
interest as they fall due, month by month, or to restoration or repair of the
property damaged. If Mortgagee receives proceeds of rent insurance and/or
business interruption insurance beyond those required to be applied for the
current month, Mortgagee may retain such additional proceeds in escrow, for the
account of Mortgagor, and so apply such proceeds on a monthly basis, provided
that any such proceeds not needed to be applied to keep Mortgagor current and
not in default hereunder during the reasonably estimated period of time when the
income from the Mortgaged Property will be inadequate to provide Mortgagor with
sufficient funds with which to pay Mortgagee the amounts falling due each month
shall be paid over to Mortgagor to meet the other expenses of the Mortgaged
Property.

            (f) If requested by Mortgagee, Mortgagor shall have the then
replacement and insurable values of the buildings and improvements determined by
the underwriter of fire insurance on the Mortgaged Property or, if such
underwriter will not act, by a qualified appraiser satisfactory to Mortgagee,
and shall deliver such determination to Mortgagee.

            (g) Mortgagor shall promptly comply with and conform to (i) all
provisions of each insurance policy and (ii) all requirements of the insurers
thereunder, applicable to Mortgagor or any of the Mortgaged Property, or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property, even if such compliance necessitates
structural changes or improvements or results in interference with the use or
enjoyment of any of the Mortgaged Property.


                                      -15-
<PAGE>


            (h) If Mortgagee shall acquire title to the Mortgaged Property by
mortgage foreclosure, a deed in lieu of foreclosure, sale by power of sale
pursuant to advertisement or a judicial sale thereof pursuant to proceedings
under the Loan Agreement, the Note or this Mortgage, or otherwise, then all of
Mortgagor's estate, right, title and interest in and to all such policies,
including unearned premiums thereon and the proceeds thereof, shall vest in
Mortgagee.

            (i) If Mortgagor shall fail to procure, pay for and deliver to
Mortgagee any policy or policies of insurance and/or renewals thereof as in this
Section 3.15 required, Mortgagee, at its option, but without obligation to do
so, may obtain such insurance and pay the premiums therefor, and Mortgagor will
repay to Mortgagee on demand any premiums so paid in accordance with the terms
of Section 5.3 below.

            (j) Mortgagor shall not take out separate insurance concurrent in
form or contributing in the event of loss with that required to be maintained
under this Section 3.15, unless Mortgagee is included thereon as a named insured
with loss payable to Mortgagee under a standard mortgagee endorsement. Mortgagor
shall immediately notify Mortgagee whenever any such separate insurance is taken
out, specifying the insurer thereunder and full particulars as to the policies
evidencing the same.

         3.16. Condemnation.

            (a) In the event of any condemnation or taking of any part of the
Mortgaged Property by eminent domain, alteration of the grade of any street, or
other injury to or decrease in the value of the Mortgaged Property by any public
or quasi-public authority or corporation, Mortgagor will give immediate written
notice thereof to Mortgagee. Subject to the terms of Section 3.17, all proceeds
(that is, the award or agreed compensation for the damages sustained) shall be
applicable first to payment of the Obligations Secured. If Mortgagee so elects,
Mortgagee may on behalf of Mortgagor participate in and control the settlement
for the damages sustained. In any event, no settlement for the damages sustained
shall be made by Mortgagor without Mortgagee's prior written approval, which
shall not be unreasonably withheld or delayed. Receipt by Mortgagee of any
proceeds less than the full amount of the then outstanding debt shall not alter
or modify Mortgagor's obligation to continue to pay the installments of
principal, interest and other charges specified in the Loan Agreement and Note.
All the proceeds shall be applied in the order and in the amounts that
Mortgagee, in its sole discretion, may elect, to the payment of principal
(whether or not then due and payable), interest or any sums included in the
Obligations Secured and secured by this Mortgage, or toward payment to
Mortgagor, on such terms as Mortgagee may specify, to be used for the sole
purpose of altering, restoring or rebuilding any part of the Mortgaged Property
which may have been altered, damaged or destroyed as a result of the taking,
alteration of grade or other injury to the Mortgaged Property.

            (b) If the amount of the initial award of damages for the
condemnation of the entire Mortgaged Property is insufficient to pay in full the
Obligations Secured with interest and other appropriate charges, Mortgagee shall
have the right to prosecute to final determination or settlement an appeal or


                                      -16-
<PAGE>


other appropriate proceedings in the name of Mortgagee or Mortgagor, for which
Mortgagee is hereby appointed as attorney-in-fact for Mortgagor, which
appointment, being for security, is irrevocable. In that event, the expenses of
the proceedings, including counsel fees, shall be paid first out of the
proceeds, and only the excess, if any, paid to Mortgagee shall be credited
against the amounts due under this Mortgage.

            (c) Nothing herein shall limit the rights otherwise available to
Mortgagee, at law or in equity, including the right to intervene as a party in
any condemnation proceeding.

            (d) No application of condemnation proceeds to the payment of the
Obligations Secured shall postpone any of the current installments of principal
or interest becoming due under the Note until the Obligations Secured and all
interest due thereunder are paid in full.

         3.17. Restoration of the Mortgaged Property. In the event of fire or
other casualty to the Mortgaged Property or in the event of condemnation,
notwithstanding anything in this Mortgage to the contrary, Mortgagee will
consent to the use of the net proceeds of any insurance or condemnation award
for restoration of the Mortgaged Property if (i) at all times relevant hereto no
Event of Default is continuing under this Mortgage or any other Loan Document,
(ii) Mortgagee is satisfied that there are sufficient funds represented by such
proceeds and, if necessary, deposits by Mortgagor to Mortgagee to complete
restoration of the Improvements constructed on the Mortgaged Property to
substantially the same value and character as existed prior to such damage,
(iii) Mortgagee is satisfied that restoration can be completed at least thirty
(30) days prior to the Maturity Date, (iv) the insurers do not deny liability as
to the insureds, and (v) if the proceeds exceed $100,000 Mortgagor complies with
the following terms and conditions:

            (a) Prior to commencement of restoration, the contracts,
contractors, and plans and specifications for the restoration shall have been
approved by Mortgagee, and Mortgagee shall be provided with mechanics' lien
insurance (if available) and a surety bond insuring satisfactory completion of
the restoration, such insurance and bond to be in form reasonably acceptable to
Mortgagee.

            (b) The net proceeds shall be deposited in a restricted statement
savings account established by and in the name of Mortgagee (the "Restoration
Account"). Prior to commencement of restoration, if the estimated cost of
restoration, as determined by Mortgagee, exceeds the amount of insurance
proceeds or condemnation proceeds awarded for the cost of such restoration, the
amount of such excess shall be paid by Mortgagor to Mortgagee for deposit in a
separate cash collateral account with Mortgagee and shall be expended before any
funds in the Restoration Account. If Mortgagor so deposits additional funds with
Mortgagee and any sum remains in the Restoration Account upon completion of
restoration, such remaining sum (but not in excess of the amount deposited by
Mortgagor) shall be refunded to Mortgagor if no Event of Default is then
continuing. Otherwise all insurance or condemnation proceeds, if any, remaining
after completion of repairs or restoration shall be applied against the
outstanding principal balance of the Loan.


                                      -17-
<PAGE>


            (c) At the time of any disbursement, no Event of Default shall have
occurred and be continuing, no mechanics' or materialmen's liens shall have been
filed and remain undischarged (or not bonded against on terms and conditions
acceptable to Mortgagee), and a satisfactory bringdown of title insurance shall
be delivered to Mortgagee.

            (d) Disbursements shall be made from time to time in an amount not
exceeding the cost of the work completed since the last disbursement, upon
receipt of satisfactory evidence from an architect or engineer retained by
Mortgagee at Mortgagor's expense to supervise restoration of the stage of
completion and of performance of the work in a good and workmanlike manner in
accordance with the contracts, plans and specifications.

            (e) Mortgagee may retain ten (10%) percent of each advance of the
restoration fund, with such retainage not subject to disbursement until the
restoration is fully completed; provided, however, that disbursements for
interest (if any) and soft costs shall not be subject to retainage.

                                   ARTICLE IV
                               NEGATIVE COVENANTS

         4.1. Liens and Encumbrances. Subject to Mortgagor's contest rights set
forth in Section 3.9, Mortgagor shall not suffer, and shall promptly cause to be
paid and discharged, any lien or charge whatsoever which by any present or
future law may be or become superior to, or on a parity with, this Mortgage
either in lien or in distribution out of the proceeds of any judicial sale of
the Mortgaged Property, or any part thereof.

         4.2. Secondary Financing. Except as may be otherwise specifically
provided in the Loan Agreement, Mortgagor shall not (a) create or cause or
permit to exist any lien on or security interest in the Mortgaged Property
(including any furniture, fixtures, appliances, equipment, or other items of
personal property owned by Mortgagor which are intended to be or become part of
the Mortgaged Property) other than as security for the Obligations Secured, (b)
incur any secured indebtedness for money borrowed other than indebtedness of
Mortgagor to Mortgagee, or (c) lease (as lessee) any furniture, fixtures,
appliances, equipment or other items of personal property which are intended to
be or become part of the Mortgaged Property.

         4.3. Transfer of Title. Mortgagor shall not, so long as the Loan (or
any portion thereof) remains outstanding, without in each case obtaining
Mortgagee's prior written consent, (a) except for Approved Leases, sell or
transfer, or further encumber, whether voluntarily, involuntarily or by
operation of law, or contract to sell or transfer, the Mortgaged Property or any
part thereof, directly or indirectly, including, but not limited to, by deed,
installment sale or long-term lease, or (b) except as may be otherwise
specifically provided in the Loan Agreement, sell or transfer, or permit any
Person to sell or transfer, whether voluntarily, involuntarily or by operation
of law, any ownership interest in Mortgagor, directly or indirectly. Any consent
given by Mortgagee hereunder shall pertain only to the proposed transfer for
which the consent was requested and shall not obligate Mortgagee to approve any
further transfers or relieve any person or entity of liability to pay any amount
secured hereby.


                                      -18-
<PAGE>

         4.4. Modifications to Property Restrictions. Mortgagor shall not
initiate, join in or consent to any change in any private covenant, zoning
ordinance or other public or private restriction which would detract from or
limit the value or utility of the Mortgaged Property.

         4.5. Demolition of Buildings. Mortgagor shall not cause or permit any
building, structure or improvement or other property now or hereafter covered by
the lien of this Mortgage and comprising part of the Mortgaged Property to be
removed or demolished in whole or in part, or any fixture comprising part of the
Mortgaged Property to be removed, severed or destroyed, without the prior
written consent of the Mortgagee.

         4.6. Waste. Mortgagor will not abandon or cause or permit any waste to
the Mortgaged Property.

                                   ARTICLE V
                           EVENTS OF DEFAULT; REMEDIES

         5.1. Events of Default. The occurrence of any one or more of the
following shall, at the option of Mortgagee, constitute an event of default
(each, an "Event of Default") hereunder (except for defaults under subsection
5.1(f) or (g) below, each of which shall automatically and without any action by
Mortgagee constitute an Event of Default hereunder):

            (a) Any representation or warranty or financial statement of
Mortgagor or Guarantor under this Mortgage or under any of the other Loan
Documents shall be untrue in any material adverse respect when made (including
by omission of material information necessary to make such representation or
warranty or financial statement not misleading);

            (b) Mortgagor shall have failed to observe and perform any of the
terms, covenants, promises and agreements on its part to be observed and
performed under this Mortgage and, except for the events specified in the
following subsections of this Section 5.1 (which shall be subject to the grace
or cure periods, if any, provided therein), such Default shall not have been
cured within thirty (30) days after written notice of such default shall have
been given to Mortgagor; provided that, if such Default is curable but not
reasonably capable of cure within such thirty (30) day period, Mortgagor shall
have such further period, not to exceed a period of sixty (60) days in the
aggregate, as may be required to cure such Default, on the condition that
Mortgagor commences such cure within the original thirty (30) day period and
thereafter diligently prosecutes such cure to completion;

            (c) Mortgagor shall have failed to make any payment of principal or
interest on the Loan when due, and such Default, other than with respect to the
final payment of principal on the Maturity Date (as to which no grace period
applies), shall not be cured within eight (8) days after such due date;

            (d) An Event of Default shall have occurred under any other Loan
Document;

            (e) Any event of default (after giving effect to any applicable
notice and cure periods) shall have occurred under any Hedging Contract or other
documents creating Hedging Obligations;


                                      -19-
<PAGE>

            (f) A petition shall have been filed by Mortgagor or either
Guarantor under any of the provisions of the United States Bankruptcy Code, as
amended, or any other Federal or state insolvency or similar Law; or such
petition shall have been filed against Mortgagor or either Guarantor or a
receiver shall have been appointed in a debtor's proceeding for Mortgagor or
either Guarantor or any part of its property or assets, or for the Premises or
the Improvements, and such petition or receivership shall continue unstayed and
in effect for a period of ninety (90) days; or

            (g) Mortgagor or either Guarantor shall have made an assignment for
the benefit of its or his creditors.

         5.2. Remedies. Upon the occurrence of an Event of Default, Mortgagee
may, at its option, without further demand, notice or delay, do, and is hereby
authorized and empowered by Mortgagor so to do, any or all of the following:

            (a) Mortgagee may declare the entire unpaid principal balance of the
Loan to be due and payable immediately, whereupon the Obligations Secured shall
become immediately due and payable. Thereafter, the default may be cured only by
the payment of the entire Obligations Secured.

            (b) Mortgagee may (i) institute and maintain an action of mortgage
foreclosure against any of the Mortgaged Property, through judicial proceedings
or, if available under applicable law, by advertisement, at the option of
Mortgagee, pursuant to the applicable statutes, ordinances, or rules of civil
procedure, (ii) institute and maintain an action on the Obligations Secured,
(iii) have judgment entered pursuant to any power to confess judgment contained
in the Note or the Mortgage, (iv) sell or cause to be sold any of the Mortgaged
Property at public sale, and convey the same to the purchaser in accordance with
said statutes in a single parcel or in several parcels at the option of
Mortgagee, or (v) take such other action at law or in equity for the enforcement
of any document evidencing or securing the Obligations Secured as the law may
allow. Mortgagee may proceed in any such action to final judgment and execution
thereon for all sums due under subsection (a) of this Section 5.2, together with
interest on such sums at the Default Rate provided in the Loan Agreement, all
costs of suit and an attorneys' commission for fees and expenses actually
incurred. Interest at a rate equal to the Default Rate shall be due on any
judgment obtained by Mortgagee from the date of judgment until actual payment is
made of the full amount of the judgment by the Sheriff or otherwise.

            (c) Mortgagee may, without releasing Mortgagor from any obligation
under any document evidencing or securing the Obligations Secured or under any
lease or waiving any default: (i) collect any or all of the rents, including any
rents past due and unpaid. (ii) perform any obligation or exercise any right or
remedy of Mortgagor under any lease and/or (iii) enforce any obligation of any
tenant of any of the Mortgaged Property. Mortgagee shall not be obligated to do
any of the foregoing, even if Mortgagee may have performed any obligation or
exercised any remedy of landlord or have enforced any obligation of a tenant.
Mortgagee may exercise any right under this subsection (c) whether or not
Mortgagee shall have entered into possession of any of the Mortgaged Property,
and nothing herein contained shall be construed as constituting Mortgagee a
"mortgagee in possession" unless Mortgagee shall have entered into and shall
remain in actual possession of the Mortgaged Property. Mortgagor hereby
authorizes and instructs each and every present and future tenant of any of the
Mortgaged Property to pay all rents directly to Mortgagee and to perform all


                                      -20-
<PAGE>


other obligations of that tenant for the direct benefit of Mortgagee as if
Mortgagee were the landlord under the lease with that tenant immediately upon
receipt of a demand by Mortgagee to make such payment or perform such
obligations. No tenant shall have any responsibility to ascertain whether such
demand is permitted hereunder or whether an Event of Default shall have
occurred; Mortgagor hereby waives any right, claim or demand it may now or
hereafter have against any such tenant by reason of such payment of rents or
performance of obligations to Mortgagee; and any such payment or performance to
Mortgagee shall discharge the obligations of the tenant to make such payment or
performance to Mortgagor. Mortgagor agrees to indemnify Mortgagee and hold
Mortgagee harmless from any and all liability under any lease and from any and
all claims and demands which may be asserted against Mortgagee by reason of any
alleged obligations to perform any provision of any lease, except as to
Mortgagee's own gross negligence or willful misconduct.

            (d) Mortgagee may, without releasing Mortgagor from any obligation
under any document evidencing or securing the Obligations Secured or under any
lease or waiving any default, enter upon and take possession of any of the
Mortgaged Property, with or, if permitted by applicable law, without legal
action, or have a receiver appointed without proof of depreciation or inadequacy
of the value of the Mortgaged Property or other security or proof of the
insolvency of Mortgagor. Mortgagee or said receiver may manage and operate any
of the Mortgaged Property; make, cancel, enforce or modify leases; obtain and
evict tenants; establish or change the amount of any rents; and perform any acts
which Mortgagee deems proper to protect the security of this Mortgage. After
deduction of all costs and expenses of operation and management of the Mortgaged
Property and of collection of the rents (including attorneys' fees actually
incurred, administration expenses, management fees and brokers' commissions),
Mortgagee may apply the rents received by Mortgagee to the payment of any or all
of the following, in such order and amounts as Mortgagee, in its sole
discretion, may elect: liens on any of the Mortgaged Property; taxes, claims,
insurance premiums, and other carrying charges; invoices of persons who have
supplied goods or services to or for the benefit of any of the Mortgaged
Property; costs and expenses of any amount outstanding on the Obligations
Secured. In addition to the payment of such costs and charges, Mortgagee shall
be entitled to retain from such rents, issues and profits an amount sufficient
to reimburse Mortgagee for the costs and expenses Mortgagee incurs in performing
or managing such services in relation to the Mortgaged Property. Mortgagee may,
in its sole discretion, determine the method by which, and extent to which, the
rents will be collected and obligations of tenants enforced, and Mortgagee may
waive or fail to enforce any right or remedy of the landlord under a lease.
Mortgagee shall not be accountable for any rents or other sums it does not
actually receive. Mortgagor hereby appoints Mortgagee as its attorney-in-fact to
perform all acts which Mortgagor is required or permitted to perform under any
and all leases.

            (e) FOR THE PURPOSE OF PROCURING POSSESSION OF THE MORTGAGED
PROPERTY IN THE EVENT OF ANY DEFAULT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT,
MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD IN
THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR MORTGAGOR AND ALL
PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, TO APPEAR FOR MORTGAGOR AND CONFESS
JUDGMENT PURSUANT TO APPLICABLE LAW AGAINST MORTGAGOR, AND ALL PERSONS CLAIMING
UNDER OR THROUGH MORTGAGOR, FOR THE RECOVERY BY MORTGAGEE OF POSSESSION OF THE



                                      -21-
<PAGE>



MORTGAGED PROPERTY, WITHOUT ANY STAY OF EXECUTION, FOR WHICH THIS MORTGAGE, OR A
COPY HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON
A WRIT OF POSSESSION MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR
PROCEEDING WHATSOEVER. MORTGAGOR HEREBY RELEASES MORTGAGEE FROM ALL ERRORS AND
DEFECTS WHATSOEVER IN ENTERING SUCH JUDGMENT AND IN CAUSING SUCH WRIT OR WRITS
TO BE ISSUED, AND HEREBY AGREES THAT NO WRIT OF ERROR, APPEAL, PETITION TO OPEN
OR STRIKE OFF JUDGMENT, OR OTHER OBJECTION SHALL BE FILED OR MADE WITH RESPECT
THERETO. IF FOR ANY REASON AFTER SUCH JUDGMENT HAS BEEN CONFESSED THE SAME SHALL
BE DISCONTINUED OR POSSESSION OF THE MORTGAGED PROPERTY SHALL REMAIN IN OR BE
RESTORED TO MORTGAGOR, MORTGAGEE SHALL HAVE THE RIGHT FOR THE SAME DEFAULT OR
ANY SUBSEQUENT DEFAULT TO BRING ONE OR MORE FURTHER JUDGMENTS BY CONFESSION AS
ABOVE PROVIDED TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE MAY
ENTER SUCH JUDGMENT BEFORE OR AFTER THE INSTITUTION OF FORECLOSURE PROCEEDINGS
UPON THIS MORTGAGE, OR AFTER JUDGMENT THEREON OR ON THE LOAN AGREEMENT OR ANY OF
THE NOTES, OR AFTER A SALE OF THE MORTGAGED PROPERTY BY THE SHERIFF.

            (f) Mortgagee may obtain a receiver to manage the Mortgaged Property
and collect the rents, issues, profits and income therefrom.

            (g) To the extent legally permissible, Mortgagee may disaffirm and
cancel any lease which is subordinate to this Mortgage at any time before the
expiration of sixty (60) days after Mortgagee acquires title to the Mortgaged
Property by any transfer pursuant to the exercise of a remedy hereunder or
otherwise, even though Mortgagee shall have enforced such lease, collected rents
thereunder or taken any action that might be deemed by law to constitute an
affirmance of the lease. Such disaffirmance shall be made by notice addressed to
the tenant at the Mortgaged Property or, at Mortgagee's option, such other
address of the tenant as may be provided in that tenant's lease.

            (h) Mortgagee may take possession of any of the Mortgaged Property
and may sell such property pursuant to the provisions of the applicable Uniform
Commercial Code and exercise such other rights and remedies with respect to such
property as may be provided by said Code.

            (i) Mortgagee may apply on account of the Obligations Secured the
balance of the accumulated installment payments made by Mortgagor for taxes,
water and sewer rents and insurance premiums.

            (j) Upon the acceleration of the maturity of the Obligations Secured
as herein provided, a tender of payment of the amount necessary to satisfy the
entire Obligations Secured made at any time prior to foreclosure sale by
Mortgagor, its successors or assigns, shall, to the extent permitted by law,
constitute an evasion of the prepayment terms of the Obligations Secured and be
deemed to be a voluntary prepayment thereunder, and Mortgagee shall not be
obligated to accept any such tender of payment unless such tender of payment
includes the additional prepayment premium required under the terms of the
prepayment privilege, if any, contained in the Loan Agreement.

                                      -22-
<PAGE>


         5.3. Right to Remedy Defaults.

            (a) Upon the occurrence of an Event of Default (or, in the case of
an emergency threatening the Mortgaged Property or Mortgagee's rights therein,
the occurrence of an event which if uncured will constitute an Event of Default
with the passage of time), Mortgagee may (but shall not be obligated to) pay any
reasonable sum or perform any other obligation for the account of Mortgagor
which Mortgagor has failed to pay or perform in accordance with the terms of
this Section.

            (b) In the event of Mortgagor's failure to pay the taxes, water
rents or charges, sewer rents, charges, claims, assessments, liens, or
encumbrances described in Section 3.2, or to furnish and pay for the insurance
required in Section 3.15, or to keep the Mortgaged Property in good condition
and repair as provided in Section 3.3, or to discharge any liens, encumbrances,
or charges as provided in Section 3.9, Mortgagee may, at its option, pay any or
all such items, together with penalties and interest thereon and procure and pay
for such insurance and repairs, and Mortgagee may at any time and from time to
time advance such additional sum or sums as Mortgagee in its sole discretion may
deem necessary to protect the security of this Mortgage. All such sums to be
paid or advanced by Mortgagee shall be included in the Obligations Secured, and
shall upon demand be repaid by Mortgagor, together with interest thereon at the
Default Rate.

         5.4. Remedies Cumulative. Mortgagee may exercise all of the rights and
remedies provided in this Mortgage or the other Loan Documents, or which may be
available to Mortgagee by law, and all such rights and remedies shall be
cumulative and concurrent and may be pursued singly. successively or together,
at Mortgagee's sole discretion, and may be exercised as often as occasion
therefor shall occur. Any real estate sold pursuant to any writ of execution
issued on a judgment obtained by virtue of the Note or this Mortgage, or
pursuant to any other judicial proceedings under the Mortgage, may be sold in
one parcel, as an entirety, or in such parcels, and in such manner or order as
Mortgagee, in its sole discretion, may elect.

         5.5. Waivers by Mortgagor. Mortgagor hereby waives and releases (a) all
technical errors, defects and imperfections in any proceedings instituted by
Mortgagee under this Mortgage, (b) all benefits that might accrue to Mortgagor
by virtue of any present or future laws exempting the Mortgaged Property or any
part of the proceeds arising from any sale thereof from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment, (c) all notices not herein elsewhere
specifically required of Mortgagor's default or of Mortgagee's exercise, or
election to exercise, any option under this Mortgage, and (d) any present or
future statute of limitation or moratorium law or any other present or future
law, regulation or judicial decision which provides for any stay of execution,
marshaling of assets, exemption from civil process, redemption, extension of
time for payment or valuation or appraisement of any of the Mortgaged Property.

         5.6. No Waiver Implied. Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms, covenants, agreements,
conditions and provisions hereof shall not be deemed to be a waiver of any of
the terms, covenants, agreements, conditions and provisions hereof, and


                                      -23-
<PAGE>

Mortgagee, notwithstanding any such failure, shall have the right thereafter to
insist upon the strict performance by Mortgagor of any and all of the terms,
covenants, agreements, conditions and provisions of this Mortgage to be
performed by Mortgagor. Neither Mortgagor nor any other person now or hereafter
obligated for the payment of the whole or any part of the Obligations Secured
shall be relieved of such obligation by reason of the failure of Mortgagee to
comply with any request of Mortgagor or any other person so obligated to take
action to foreclose this Mortgage or otherwise enforce any of the provisions of
this Mortgage or of any obligations secured by this Mortgage, or by reason of
the release, regardless of consideration, of the whole or any part of the
security held for the Obligations Secured, or by reason of any agreement or
stipulation between any subsequent owner or owners of the Mortgaged Property and
Mortgagee extending the time of payment or modifying the terms of any of the
Note or Mortgage without first having obtained the consent of Mortgagor or such
other person, and in the latter event, Mortgagor and all such other persons
shall continue liable to make such payments according to the terms of any such
agreement of extension or modification unless expressly released and discharged
in writing by Mortgagee. Regardless of consideration, and without the necessity
for any notice to or consent by the holder of any subordinate lien on the
Mortgaged Property, Mortgagee may release the obligation of anyone at any time
liable for the Obligations Secured or any part of the security held for the
Obligations Secured and may extend the time of payment or otherwise modify the
terms of the Loan Agreement or this Mortgage, or both, without, as to the
security of the remainder thereof, in anyway impairing or affecting the lien of
this Mortgage or the priority of such lien as security for the payment of the
indebtedness as it may be so extended or modified over any subordinate lien. For
the payment of the indebtedness secured hereby Mortgagee may resort to any other
security therefor held by Mortgagee in such order and manner as Mortgagee may
elect.

         5.7. Counsel Fees. If Mortgagee becomes a party to any suit or
proceeding affecting the Mortgaged Property or title thereto, the lien created
by this Mortgage or Mortgagee's interest therein, or if Mortgagee engages
counsel to collect the Obligations Secured or to enforce performance of the
agreements, conditions, covenants, provisions or stipulations of this Mortgage
or the other Loan Documents, Mortgagee's costs, expenses and reasonable counsel
fees actually incurred (notwithstanding any right to confess judgment and
collect a stipulated amount as set forth in any other Loan Document), whether or
not an Event of Default is declared or suit is instituted, shall be paid to
Mortgagee by Mortgagor, on demand, with interest at the Default Rate, and until
paid they shall be included in the Obligations Secured and secured by this
Mortgage.

         5.8. Extensions; Release of Security.

            (a) The granting of an extension or extensions of time by Mortgagee
with respect to the performance of any provision of this Mortgage or the
obligation on the part of Mortgagor to be performed, or the taking of any
additional security, or the waiver by Mortgagee or failure by Mortgagee to
enforce any provision of this Mortgage or the Loan Agreement or to declare a
default with respect thereto, shall not operate as a waiver of any subsequent
default or defaults or affect the right of Mortgagee to exercise all rights or
remedies stipulated herein and therein.

            (b) Mortgagee, without notice and without regard to the
consideration, if any, paid therefor, and notwithstanding the existence at that
time of any inferior liens thereon, may release any part of the security

                                      -24-
<PAGE>

described herein or any person liable for the Obligations Secured without in any
way affecting the priority of the lien of this Mortgage, to the full extent of
the Obligations Secured remaining unpaid hereunder upon any part of the security
not expressly released and may agree with any party obligated on the Obligations
Secured or having any interest in the security described herein to extend the
time for payment of any part or all of the Obligations Secured. Such agreement
shall not, in any way, release or impair the lien hereof, but shall extend the
lien hereof as against the title of all parties having any interest in said
security which interest is subject to said lien.

            (c) In the event Mortgagee (i) releases, as aforesaid, any part of
the security described herein or any person liable for the Obligations Secured,
or (ii) grants an extension of time on any payments of the Obligations Secured,
or (iii) takes other or additional security for the payment thereof, or (iv)
waives or fails to exercise any right granted herein or in the Loan Agreement,
said act or omission shall not release Mortgagor, subsequent transferees of the
Mortgaged Property or any part thereof, or makers or sureties of this Mortgage
or of the Obligations Secured, from any covenant of this Mortgage or of the
Obligations Secured, nor preclude Mortgagee from exercising any right, power or
privilege herein granted or intended to be granted in the event of any other
default then made or any subsequent default.

            (d) A portion of the Mortgaged Property may be released from the
lien of this Mortgage subject to and in accordance with the provisions of
Section 2.5 of the Loan Agreement.

                                   ARTICLE VI
                                 MISCELLANEOUS

         6.1. Invalid Provisions Disregarded. If any term or provision of this
Mortgage or the application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Mortgage, or the
application of such term or the provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Mortgage shall be valid and be
enforced to the fullest extent permitted by law.

         6.2. Applicable Law. This Mortgage is delivered and intended to be
performed in the Commonwealth of Pennsylvania and shall be construed in
accordance with the laws of said Commonwealth.

         6.3. Notices. Unless otherwise expressly provided under this Mortgage,
all notices, requests, demands, directions and other communications
(collectively "notices") given to or made upon any party under the provisions of
this Mortgage (and unless otherwise specified, in each other Loan Document)
shall be in writing and shall be delivered by hand, nationally recognized
overnight courier or U.S. mail (certified, return receipt requested) to the
respective parties at the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:


                                      -25-
<PAGE>


                           If to Mortgagor:

                           Newport Plaza Associates, L.P. d/b/a
                           Newport Plaza Shopping Center
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention:  Leo S. Ullman

                           with a copy to:

                           Stuart H. Widowski, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           If to Mortgagee:

                           Citizens Bank Of Pennsylvania
                           2001 Market Street, 6th Floor
                           Philadelphia, Pennsylvania  19103-7053
                           Attention:  Mr. Robert L. Schopf
                                       Vice President

                           with a copy to:

                           Pepper Hamilton LLP
                           400 Berwyn Park
                           899 Cassatt Road
                           Berwyn, Pennsylvania  19312

                           Attention:   David H. Huggler, Esq.

All notices shall, except as otherwise expressly provided in this Mortgage, be
effective (a) in the case of hand-delivered notice, when hand delivered, (c) if
given by U.S. mail, upon delivery or, if delivery is refused, on the date
delivery is first attempted, and (d) if given by any other means (including by
air courier), when delivered.

         6.4. Captions. The captions appearing in this Mortgage are inserted
solely for convenience of reference and shall not constitute a part of this
Mortgage, nor shall they in any way affect its meaning, construction or effect.

         6.5. Construction. The word "Mortgagor" whenever used herein is
intended to and shall be construed to mean the partnership which executes these
presents, and its successors and assigns.

         6.6. Usury. Nothing herein contained nor any transaction related
thereto shall be construed or shall so operate either presently or prospectively
to require Mortgagor (a) to pay interest at a rate greater than is now lawful in
such case to contract for, but shall require payment of interest only to the
extent of such lawful rate, or (b) to make any payment or do any act contrary to


                                      -26-
<PAGE>


law, but if any clause or provision herein contained shall otherwise so operate
to invalidate this Mortgage or the Note secured hereby, in whole or in part,
then such clause or provision only shall be disregarded as though not herein
contained and the remainder of this Mortgage shall remain operative and in full
force and effect. Any interest paid in excess of the lawful rate shall be
refunded to Mortgagor. Such refund shall be made by application of the excessive
amount of interest paid against any sums outstanding under the Obligations
Secured and shall be applied in such order as Mortgagee may determine. If the
excessive amount of interest paid exceeds the sums outstanding under the
Obligations Secured, the portion exceeding the said sums outstanding under the
Obligations Secured shall be refunded in cash by Mortgagee. Any such crediting
or refund shall not cure or waive any default by Mortgagor hereunder or under
the Obligations Secured. Mortgagor agrees, however, that in determining whether
or not any interest payable under the Obligations Secured or this Mortgage
exceeds the highest rate permitted by law, any non-principal payment (except
payments specifically stated in the obligation to be "interest"), including,
without limitation prepayment premiums and late charges, shall be deemed, to the
extent permitted by law, to be an expense, fee, premium or penalty rather than
interest.

         6.7. Certain Advances. As contemplated by 42 Pa. C.S.A. ss. 8 144, this
Mortgage secures, and the Obligations Secured include, the unpaid balances of
any advances made with respect to the Mortgaged Property for the payment of
taxes, assessments, maintenance charges, insurance premiums or costs incurred
for the protection of the Mortgaged Property or the lien of this Mortgage and
expenses incurred by Mortgagee by reason of default by Mortgagor under this
Mortgage.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -27-
<PAGE>


         IN WITNESS WHEREOF, Mortgagor has caused these presents to be duly
executed under seal, the day and year first above written.

                  NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited
                  partnership, d/b/a Newport Plaza Shopping Center, by
                  its sole general partner, as follows:

                         CIF-Newport Plaza Associates, LLC, a
                         Delaware limited liability company,
                         by its sole member, as follows:

                                 Cedar Income Fund Partnership, L.P., a
                                 Delaware limited partnership, by its sole
                                 general partner, as follows:

                                             Cedar Income Fund, Ltd., a
                                             Maryland corporation

Attest:                                      By:
       -------------------------               -------------------------------
       Stuart H. Widowski                      Brenda J. Walker
       Secretary                               Vice President

The address of the within-named Mortgagee is:

Citizens Bank of Pennsylvania
2001 Market Street, 6th Floor
Philadelphia, Pennsylvania  19103-7053

_____________________________
On behalf of the Mortgagee


<PAGE>


STATE OF                                    )

                                            ) SS

COUNTY OF __________________                )

         On this, the ___ day of _____________, 2003, before me a Notary Public
in and for the State and County aforesaid, personally appeared Brenda J. Walker
and Stuart H. Widowski, who acknowledged themselves to be the Vice President and
Secretary, respectively, of Cedar Income Fund, Ltd., a Maryland corporation, the
sole general partner of Cedar Income Fund Partnership, L.P., a Delaware limited
partnership, the sole member of CIF-Newport Plaza Associates, LLC, a Delaware
limited liability company, the sole general partner of NEWPORT PLAZA ASSOCIATES,
L.P., a Delaware limited partnership, d/b/a Newport Plaza Shopping Center, and
that as such officers being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation, as sole general partner of the partnership.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:


<PAGE>



                                    Exhibit A

                                Legal Description

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>22
<FILENAME>ex10-20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
<PAGE>

                         ASSIGNMENT OF LEASES AND RENTS
                         ------------------------------

                  THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is
made this __ day of ____________, 2003, to be delivered on _______________,
2003, by NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited partnership, d/b/a
Newport Plaza Shopping Center ("Assignor"), with an office in care of Cedar Bay
Realty Advisors, Inc., 44 South Bayles Avenue, Suite 304, Port Washington, New
York 11050, and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered
savings bank ("Assignee"), with an office at 2001 Market Street, 6th Floor,
Philadelphia, Pennsylvania 19103-7053.

                                   Background
                                   ----------

                  Assignor and Assignee have entered into a certain Loan
Agreement dated this date (as the same may be amended, modified or supplemented,
from time to time, the "Loan Agreement") pursuant to which Assignee has agreed
to extend a credit facility to Assignor in the principal amount of up to Five
Million Five Hundred Thirty Five Thousand Dollars ($5,535,000) (the "Loan"),
which is evidenced by a certain Promissory Note dated this date (the "Note")
executed by Assignor and made payable to the order of Assignee in the stated
principal amount of the Loan. The Note is secured, inter alia, by an Open-end
Mortgage and Security Agreement dated this date (the "Mortgage") given by
Assignor to Assignee encumbering Assignor's interest in certain land and the
buildings and improvements thereon known as Newport Plaza located at U.S. Route
322 and Route 34 in Howe Township, Perry County, Pennsylvania (such land and
improvements, collectively, the "Project"), all as more particularly described
in Exhibit A attached hereto and made a part hereof.

                  Assignee is willing to make the Loan to Assignor pursuant to
the Loan Agreement on certain conditions. One such condition is that payment
shall be secured by, in addition to the Mortgage and other things, an assignment
of Assignor's interest in the Leases and Rents more particularly described
below.

                  Assignor has agreed to assign to Assignee, on the terms and
subject to the conditions hereinafter set forth, all of Assignor's rights under
all leases in which Assignor is the landlord now or hereafter affecting the
Project or any portion thereof, together with all extensions, renewals and
modifications thereof and subleases thereunder, and together with all guaranties
of any tenant's or subtenant's performance thereunder (any such lease, as so
extended, modified, and renewed and with such subleases and guaranties thereof,
individually, a "Lease," and all such Leases, as so extended, modified and
renewed and with such subleases and guaranties thereof, collectively, the
"Leases"), all credits, cash, deposits (whether for the security or otherwise),
rents, advance rentals, issues, profits, revenues, royalties, accounts, rights,
benefits and income of every nature of and from the Project, including, without
limitation, minimum rents, additional rents, termination payments, forfeited
security deposits, liquidated damages following a default under a Lease by the
tenant thereunder and all proceeds payable under any policy of insurance
covering loss of rents resulting from untenantability due to destruction or
damage to the Project, together with the immediate and continuing right to
collect and receive the same, whether now due or hereafter becoming due, and
together with all rights and claims of any kind that Assignor may have against
any tenant, lessee or licensee under the Leases or against any other occupant of
the Project, any award or other payment which Assignor may hereafter become
entitled to receive with respect to any of the Leases as a result of or pursuant







<PAGE>

to any bankruptcy, insolvency or reorganization or similar proceedings involving
the tenants under such Leases, and any and all payments made by or on behalf of
any tenant of any part of the Project in lieu of rent, and all rents, oil and
gas or other mineral royalties, revenues and bonuses, issues and profits from
the Project, and the building improvements, the fixtures and the equipment
located thereon, including, without limitation, all revenues, receipts, income,
accounts, accounts receivable and other receivables including, without
limitation, revenues receipts, income, receivables and accounts relating to or
arising from rentals, rent equivalent income, income and profits from the
operation of the retail center on the Project, the provision or sale of goods
and services, and any other items of revenue, receipts or other income
(collectively, the "Rents") and all proceeds from the sale or other disposition
of the Leases and the right to receive and apply the Rents to the payment of the
Obligations Secured (as defined in the Mortgage), all on the terms and subject
to the conditions hereinafter set forth.

                  Capitalized terms used in this Assignment without definition
shall have the same meanings ascribed to those terms in the Loan Agreement.

                                   Assignment
                                   ----------

                  NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to secure repayment of the Loan with interest and all
other sums due or to become due under the Loan Documents, Assignor, intending to
be legally bound, hereby agrees as follows:

                  1. Assignment of Leases and Rents.

                     (a) Assignor hereby conveys, transfers, assigns and sets
over unto Assignee all of Assignor's right, title, interest and privilege in, to
and under the Leases and the Rents. This Assignment includes, without
limitation:

                         (i) All Rents (whether denoted as minimum rent,
percentage rent, additional rent or otherwise), income, profits and other sums
due or to become due under the Leases, or any of them;

                         (ii) All security deposits made by any tenant or
subtenant under any Lease (any such tenant or subtenant, together with any other
person or entity succeeding to all or any part of such tenant's or subtenant's
interest under said Lease, whether by assignment, sublease, operation of law or
otherwise, and any guarantor of all or any portion of such tenant's performance
under such Lease, are hereinafter referred to individually as a "Tenant" and
collectively, as the "Tenants"), to the extent they may be lawfully assigned.

                         (iii) Any payments made by any Tenant in lieu of Rent;

                         (iv) Any guaranties of payment or performance of any
Tenant's obligations under any Lease to the extent that they can lawfully be
assigned;

                         (v) All claims, rights, privileges and remedies on the
part of Assignor, whether arising under the Leases or by statute or at law or in
equity or otherwise, arising out of or in connection with any failure by any
Tenant to pay the Rents or to perform any of its other obligations under its
Lease;






                                       -2-
<PAGE>

                         (vi) All rights, powers and privileges of Assignor to
exercise any election or option or to give or receive any notice, consent,
waiver or approval under or with respect to the Leases or the Rents; and

                         (vii) All other claims, rights, powers, privileges and
remedies of Assignor under or with respect to the Leases and the Rents,
including without limitation the right, power and privilege (but not the
obligation) to do any and all acts, matters and other things that Assignor is
entitled to do thereunder or with respect thereto.

                     (b) Assignor covenants and agrees with Assignee that any
subsequent Leases of all or any portion of the Project shall be subject to all
of the terms and conditions of this Assignment (including, without limitation,
Section 3(b) hereof) and the other Loan Documents, and Assignor further
covenants and agrees with Assignee that any such subsequent Lease of all or any
portion of the Project shall automatically and without the necessity of any
further action by Assignor or Assignee be subject to the terms and conditions of
this Assignment, with the intent and effect that all Rents and other sums due
and becoming due under any such subsequent Lease shall automatically be assigned
hereby as security for the Loan and the performance of all of Assignor's
obligations under the Loan Documents.

                     (c) Assignor agrees that it will, promptly upon receipt of
written request from Assignee, execute, acknowledge and deliver specific and
separate assignments of any or all of the Leases, including, without limitation,
assignments requested in connection with any sublease under any of the Leases or
any assignment, directly or indirectly, voluntarily or by operation of law,
thereof, or in connection with the entrance by Assignor into any subsequent
Lease.

                  2. Limitations on Assignment.

                     (a) This Assignment is given for the purpose of securing
the Loan and the performance by Assignor of all of its obligations under the
Loan Documents, and, accordingly, upon full and indefeasible repayment of the
Loan (including, without limitation, all principal, interest, fees and
collection costs) and the discharge of all of Assignor's other obligations under
the Loan Documents, this Assignment shall automatically become null and void.

                     (b) Notwithstanding any provision herein to the contrary,
this Assignment is intended to be an absolute assignment from Assignor to
Assignee and not merely the granting of a security interest. The Leases and the
Rents and profits hereby assigned to Assignee are assigned subject only to the
right of Assignor to receive and use the Rents during any period for which rent
payments are to be paid to Assignor pursuant to the provisions of Section 9
hereof (provided that Assignor shall have no right to receive and use Rents
during the existence of an Event of Default beyond any applicable cure periods).








                                       -3-
<PAGE>

                  3. Assignor's Covenants.

                     (a) Assignor hereby covenants that Assignor will not,
without in each case obtaining the prior written consent of Assignee: (i) cancel
or terminate or accept a surrender of any Lease other than by its terms or
following a default by the tenant thereunder; (ii) amend, modify or otherwise
change any Lease so as to decrease the term or reduce the rental due, or
discount, compromise or forgive any amounts due, or diminish any Tenant's
obligation with regard to the payment of taxes, insurance and other sums; (iii)
permit the payment of rent under any Lease more than thirty (30) days in advance
of the due date thereof, or anticipate, encumber or assign the Rents or any part
thereof or any interest therein; (iv) release any guarantor or surety of any
Tenant's obligations; (v) waive any material default under or material breach of
any Lease; or (vi) take any other action in connection with any Lease or any
Rent which would materially impair the value of the rights or interests of
Assignor or Assignee under or in such Lease.

                     (b) Assignor covenants that Assignor will perform and
observe all of the covenants and requirements contained in the Mortgage and the
Loan Agreement with respect to the leasing of the Project or any portion
thereof, and Assignor further agrees upon request by Assignee from time to time
to deliver promptly to Assignee true, complete and correct copies of all Leases
(and all modifications, amendments, riders and addenda to any of the Leases)
executed after the date hereof. Assignor shall use all reasonable efforts to
cause the Tenants to execute and deliver to Assignee (such delivery to be within
ten (10) Business Days after requested by Assignor or such longer period
provided in such Lease) such certificates as to the status of the Leases, the
rent, additional rent and other charges payable thereunder, and the Tenants' and
Assignor's compliance with the terms thereof as Assignee may from time to time
request (but not more frequently than once per year so long as no Event of
Default exists), such certificates to be in form and substance reasonably
satisfactory to Assignee. Assignor shall use its good faith efforts to include
in each Lease executed after the date hereof a clause obligating the Tenant
thereunder to execute and deliver such certificates to Assignor and its
mortgagees.

                  4. Assignor's Obligations as Landlord. Assignor agrees that it
will perform all of its obligations as landlord under the Leases when due in all
material respects, use commercially reasonable efforts to enforce the
performance by the Tenants of all of their respective obligations under the
Leases and appear in and defend any action or proceeding arising out of or in
connection with any of the Leases. Assignor further agrees to send to Assignee
duplicate copies of any notice of default from any Tenant and any material
notice sent or received by Assignor.

                  5. Assignee Not Bound To Perform Under Leases.

                     (a) Notwithstanding any legal presumption to the contrary,
Assignee shall not be obligated by reason of their acceptance of this Assignment
to perform any obligation of Assignor as landlord under the Leases, or any of
them. Assignor shall at all times remain solely liable under the Leases for the
performance of the obligations of Assignor thereunder. However, Assignee may, at
its sole option, and without releasing Assignor from any obligation hereunder or
under the Leases, discharge any obligation which Assignor fails, after
reasonable notice from Assignee, to discharge, including, without limitation,
defending any legal action, and Assignor agrees to pay upon demand all sums
expended by Assignee in connection therewith, including reasonable counsel fees
and court costs, together with interest thereon at the Default Rate provided for
under the Loan Agreement, and the same shall be added to the indebtedness
evidenced by the Note and secured by the Mortgage and this Assignment.






                                       -4-
<PAGE>

                     (b) Assignee shall not have any obligation to make any
inquiry as to the nature or sufficiency of any payment received by Assignee, or
to present or file any claim, or to take any action to collect or enforce the
payment of any amounts which have been assigned to Assignee or to which Assignee
may be entitled at any time or times. Assignor hereby agrees to indemnify
Assignee and save Assignee harmless from and against any and all loss,
liability, damage (excluding consequential damages) or expense (including,
without limitation, reasonable attorney's fees) arising from or as a result of
any claim by any Tenant or any other party arising under or in connection with
the Leases, or any of them, or this Assignment, whether by reason of any alleged
obligation or undertaking on Assignee's part to perform or discharge any of the
covenants contained in the Leases or otherwise unless resulting from the gross
negligence or willful misconduct of Assignee.

                     (c) Neither the acceptance of this Assignment nor the
collection of Rent or other sums due or becoming due under the Leases assigned
hereby shall constitute a waiver of any rights of Assignee under the Loan
Documents or any other collateral now or hereafter mortgaged, pledged or
assigned as collateral for the Note and the performance of Assignor's
obligations thereunder and under the other Loan Documents. Assignor agrees that
the procedures required by Assignee hereunder are for the benefit of Assignee,
their successors and assigns only, and not for the benefit of Assignor, any
Tenant or any other party.

                  6. Representations and Warranties of Assignor. Assignor hereby
represents and warrants to Assignee, as a material inducement to Assignee to
accept this Assignment and to make the Loan, that:

                     (a) Based on Assignor's best knowledge after diligent
investigation, Assignor has delivered to Assignee a true correct and complete
list and description of all Leases currently in existence with respect to the
use and occupancy of all or any portion of the Project;

                     (b) Assignor has not executed any prior assignment of any
of its rights under any Leases except in favor of Assignee; and

                     (c) Assignor has not done anything which would prevent
Assignee from or limit Assignee in operating under any of the provisions hereof.

                  7. Bankruptcy and Other Proceeds. In furtherance and not in
limitation of the assignment set forth in Section 1 hereof:

                     (a) Assignor hereby assigns to Assignee any award hereafter
made to Assignor in any court proceeding involving any of the Tenants in any
bankruptcy, insolvency, or reorganization in any state or Federal court.

                     (b) Assignor assigns to Assignee any purchase proceeds
receivable by reason of any Tenant's exercising any right of first refusal or
any option to purchase the Project or any portion thereof as may be provided in
any of the Leases or any additions, amendments or supplements thereto.






                                       -5-
<PAGE>

                  8. Events of Default.

                     (a) The occurrence of any one or more of the following
shall, at the option of Assignee, constitute an event of default (each, an
"Event of Default") hereunder:

                         (i) Any representation or warranty or financial
statement of Assignor or Guarantor under this Assignment or under any of the
other Loan Documents shall be untrue in any material adverse respect when made
(including by omission of material information necessary to make such
representation or warranty or financial statement not misleading);

                         (ii) Assignor shall have failed to observe and perform
any of the terms, covenants, promises and agreements on its part to be observed
and performed under this Assignment and, except for the events specified in the
following subsections of this Section 8(a) (which shall be subject to the grace
or cure periods, if any, provided therein), such Default shall not have been
cured within thirty (30) days after written notice of such default shall have
been given to Assignor; provided that, if such Default is curable but not
reasonably capable of cure within such thirty (30) day period, Assignor shall
have such further period, not to exceed a period of sixty (60) days in the
aggregate, as may be required to cure such Default, on the condition that
Assignor commences such cure within the original thirty (30) day period and
thereafter diligently prosecutes such cure to completion;

                         (iii) An Event of Default shall have occurred under any
other Loan Document beyond any applicable cure periods; or

                         (iv) The occurrence of any material default by Assignor
under any Lease or number of Leases which individually or in the aggregate, in
the reasonable judgment of Assignee, has a material adverse effect on the
financial condition of Assignor or the Project.

                     (b) Upon the occurrence of any Event of Default, Assignee
shall be entitled to exercise all or any of their rights and remedies under the
Loan Agreement, Note, Mortgage and this Assignment, or as may otherwise be
available to Assignee at law or in equity, in such order as Assignee may elect.

                  9. Right of Assignee to Direct Payment of Rents. The
assignment set forth above includes the full and complete assignment by Assignor
to Assignee of all right, power and privilege of Assignor to direct the party to
whom Rents are to be paid. Such assignment of the right to direct payment of
Rents is unconditional and unrestricted, except that, so long as no Event of
Default has occurred, Assignor shall have a license to collect Rents which
license may be terminated and revoked by Assignee upon the occurrence of an
Event of Default. The Tenants shall be, and hereby are, irrevocably authorized
to rely upon and act in accordance with (and shall be fully protected in so
doing) any notice or demand by Assignee for the payment to Assignee or their
nominee of any Rents which may then be or thereafter become due under the
Leases, and shall have no duty to inquire whether any such notice or demand by
Assignee conflicts with any provision of this Assignment.

                  10. Benefits and Burdens. This Assignment shall be binding
upon Assignor and its successors and assigns, including any subsequent owner of
the Project, and shall inure to the benefit of Assignee and its successors and
assigns. In furtherance and not in limitation of the foregoing, Assignee, as
holder of the Mortgage, shall have the right to assign all or a portion of
Assignee's rights, title, interest and privilege in and to the Leases and/or the
Rents to any subsequent holder of the Mortgage, and to assign the same to any
person acquiring title to the Project through foreclosure or otherwise.






                                       -6-
<PAGE>

                  11. Notices. All notices required to be given to any of the
parties hereunder shall be in writing and shall be deemed to have been
sufficiently given for all purposes when sent in accordance with the notice
provisions contained in the Loan Agreement.

                  12. Governing Law; Amendment. This Assignment is delivered and
intended to be performed in the Commonwealth of Pennsylvania and shall be
governed and construed in accordance with the laws of said Commonwealth. This
Assignment may only be amended by an instrument in writing executed by Assignor
and Assignee.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





























                                       -7-
<PAGE>


                  IN WITNESS WHEREOF, Assignor has duly executed this
Assignment, under seal, as of the day and year first above written.

                                     NEWPORT PLAZA ASSOCIATES, L.P., a
                                     Delaware limited partnership, d/b/a Newport
                                     Plaza Shopping Center, by its sole general
                                     partner, as follows:

                                                CIF-Newport Plaza Associates,
                                                LLC, a Delaware limited
                                                liability company, by its sole
                                                member, as follows:

                                                  Cedar Income Fund Partnership,
                                                  L.P., a Delaware limited
                                                  partnership, by its sole
                                                  general partner, as follows:

                                                      Cedar Income Fund, Ltd., a
                                                      Maryland corporation

Attest: ______________________                        By:_______________________
        Stuart H. Widowski                               Brenda J. Walker
        Secretary                                        Vice President










<PAGE>

STATE OF                                    )

                                            ) SS

COUNTY OF __________________                )

                  On this, the ___ day of _____________, 2003, before me a
Notary Public in and for the State and County aforesaid, personally appeared
Brenda J. Walker and Stuart H. Widowski, who acknowledged themselves to be the
Vice President and Secretary, respectively, of Cedar Income Fund, Ltd., a
Maryland corporation, the sole general partner of Cedar Income Fund Partnership,
L.P., a Delaware limited partnership, the sole member of CIF-Newport Plaza
Associates, LLC, a Delaware limited liability company, the sole general partner
of NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited partnership, d/b/a Newport
Plaza Shopping Center, and that as such officers being authorized to do so,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation, as sole general partner of the partnership.

                  IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:















<PAGE>


                                    Exhibit A
                                    ---------

                                Legal Description
                                -----------------
































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>23
<FILENAME>ex10-21.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
<PAGE>

                          GENERAL COLLATERAL ASSIGNMENT
                          -----------------------------
                             AND SECURITY AGREEMENT
                             ----------------------

                  THIS GENERAL COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
(this "Agreement") made this _____ day of ___________, 2003, to be delivered on
______________, 2003, by and between NEWPORT PLAZA ASSOCIATES, L.P., a Delaware
limited partnership, d/b/a Newport Plaza Shopping Center ("Debtor"), with an
office in care of Cedar Bay Realty Advisors, Inc., 44 South Bayles Avenue, Suite
304, Port Washington, New York 11050, and CITIZENS BANK OF PENNSYLVANIA, a
Pennsylvania state chartered savings bank ("Lender"), with an office at 2001
Market Street, 6th Floor, Philadelphia, Pennsylvania 19103-7053.

                                   Background
                                   ----------

                  Debtor and Lender have entered into a certain Loan Agreement
dated this date (as the same may be amended, modified or supplemented, from time
to time, the "Loan Agreement") pursuant to which Lender has agreed to extend a
credit facility to Debtor in the principal amount of up to Five Million Five
Hundred Thirty Five Thousand Dollars ($5,535,000) (the "Loan"), which Loan is
evidenced by a certain Promissory Note dated this date (the "Note") executed by
Debtor and made payable to the order of Lender in the stated principal amount of
the Loan. The Note is secured, inter alia, by an Open-end Mortgage and Security
Agreement dated this date (the "Mortgage") given by Debtor to Lender covering
certain land and the buildings and improvements thereon known as Newport Plaza
located at U.S. Route 322 and Route 34 in Howe Township, Perry County,
Pennsylvania (collectively, the "Project").

                  Lender is willing to make the Loan to Debtor pursuant to the
Loan Agreement on certain conditions. One such condition is that payment shall
be secured by, in addition to the Mortgage and other things, a security interest
in favor of Lender in the Collateral. In order to induce Lender to make the Loan
to Debtor, and to secure the obligations of Debtor to Lender under the Loan
Agreement and otherwise, Debtor is willing to grant to Lender a security
interest in such Collateral.

                                    Agreement
                                    ---------

                  NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to secure repayment of the Loan with interest and all
other sums due or to become due under the Loan Documents, Debtor and Lender,
intending to be legally bound, hereby agree as follows:

                  1. Definitions. As used in this Agreement, the following terms
have the following meanings (terms defined in the singular to have a correlative
meaning when used in the plural), unless the context hereof otherwise clearly
requires:







<PAGE>

                  "Account" shall be used herein as defined in the Uniform
Commercial Code, but in any event shall include, but not be limited to, all
fees, charges, accounts and other payments for the lease, use or occupancy of
the retail center comprising a portion of the Project, and any other right to
payment for goods or other property sold or leased or for services rendered
which is not evidenced by an instrument or chattel paper, whether or not it has
been earned by performance including all rights to payment of rents under a
lease and payment under a charter or other contract and all rights incident to
such lease, charter or contract.

                  "Chattel Paper" shall be used herein as defined in the Uniform
Commercial Code, but in any event shall include, but not be limited to, a
writing or writings which evidence both a monetary obligation and a security
interest in or a lease of specific goods.

                  "Collateral" shall have the meaning ascribed to such term in
Section 2 below.

                  "Document of Title" shall be used herein as defined in the
Uniform Commercial Code, but in any event shall include, but not be limited to,
a bill of lading, dock warrant, dock receipt, warehouse receipt or order for the
delivery of goods, and also any other document which in the regular course of
business or financing is treated as adequately evidencing that the Person in
possession of it is entitled to receive, hold and dispose of the document and
the goods it covers.

                  "Equipment" shall be used herein as defined in the Uniform
Commercial Code but in any event shall include, but not be limited to, tangible
personal property held by Debtor for use primarily in business and shall include
equipment, machinery, furniture, vehicles, fixtures, furnishings, dyes, tools,
and all accessories and parts now or hereafter affixed thereto as well as all
replacements, substitutes, accessories, additions and improvements to any of the
foregoing.

                  "Event of Default" under this Agreement shall include the
following:

                     (i) any occurrence of an Event of Default as defined in the
Loan Agreement, or in any other Loan Document beyond any applicable cure
periods;

                     (ii) any representation or warranty made by Debtor in this
Agreement shall be false or misleading in any material adverse respect when
made; or

                     (iii) Debtor shall have failed to observe and perform any
of the terms, covenants, promises and agreements on its part to be observed and
performed under this Agreement and such Default shall not have been cured within
thirty (30) days after written notice of such default shall have been given to
Debtor; provided that, if such Default is curable but not reasonably capable of
cure within such thirty (30) day period, Debtor shall have such further period,
not to exceed a period of sixty (60) days in the aggregate, as may be required
to cure such Default, on the condition that Debtor commences such cure within
the original thirty (30) day period and thereafter diligently prosecutes such
cure to completion;






                                       -2-
<PAGE>

                  "General Intangibles" shall be used herein as defined in the
Uniform Commercial Code but in any event shall include, but not be limited to,
all personal property of every kind and description, contract rights (including
any rights under any construction or operating contracts entered into in
connection with the Project), choses in action, investment property and all
rights therein and thereto, books, records, customer lists, tax, insurance and
other kinds of refunds, patents, trademarks, copyrights, trade names, plans
(including any plans to be used in connection with the Project), licenses,
permits (including any permits issued in connection with the Project) and other
rights in personal property.

                  "Instruments" shall be used herein as defined in the Uniform
Commercial Code, but in any event shall include, but not be limited to, a
negotiable instrument or a security or any other writing which evidences a right
to the payment of money and is not itself a security agreement or lease and is
of a type which is, in the ordinary course of business, transferred by delivery
with any necessary endorsement or assignment.

                  "Inventory" shall be used herein as defined in the Uniform
Commercial Code but in any event shall include, but not be limited to, tangible
personal property held by Debtor (or in which Debtor has an interest in mass or
a joint or other interest) for sale or lease or to be furnished under contracts
of service, tangible personal property which Debtor has so leased or furnished,
and raw materials, work in process and materials used, produced or consumed in
Debtor's business, and shall include tangible personal property returned to
Debtor by the purchaser following a sale thereof by Debtor and tangible personal
property represented by documents of title. All equipment, accessories and parts
at any time attached or added to items of Inventory or used in connection
therewith shall be deemed to be part of the Inventory.

                  "Obligations" shall be used herein as defined in the Loan
Agreement.

                  "Proceeds" shall be used herein as defined in the Uniform
Commercial Code but, in any event, shall include, but not be limited to, (i) any
and all proceeds of any insurance (whether or not Lender is named as the loss
payee thereof), indemnity, warranty or guaranty payable to Debtor or Lender from
time to time with respect to any of the Collateral, (ii) any and all payments
(in any form whatsoever) made or due and payable to Debtor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental Authority
(or any person acting under color of Governmental Authority), (iii) any and all
amounts received when Collateral is sold, exchanged, collected or disposed of,
and (iv) any and all other amounts from time to time paid or payable under or in
connection with any of the Collateral.

                  "Uniform Commercial Code" shall mean the Uniform Commercial
Code in effect on the date hereof and as amended from time to time, and as
enacted in the Commonwealth of Pennsylvania or in any state or states which,
pursuant to the Uniform Commercial Code as enacted in the Commonwealth of
Pennsylvania, has jurisdiction with respect to all, or any portion of, the
Collateral or this Security Agreement, from time to time.






                                       -3-
<PAGE>

Capitalized terms used in this Agreement without definition shall have the same
meanings ascribed to those terms in the Loan Agreement.

                  2. Grant of Security Interest. As security for the payment and
performance of the Obligations, Debtor hereby pledges, assigns, hypothecates,
delivers and assigns to Lender, and creates in favor of Lender a security
interest in and to, all right, title and interest of Debtor in and to all
personal property and fixtures of Debtor including, without limitation all
right, title and interest of Debtor in and to the following property, in each
case whether now existing or hereafter acquired, created or arising
(collectively, the "Collateral"):

                     (a) All Equipment in all of its forms, wherever located;

                     (b) All Inventory in all of its forms, wherever located;

                     (c) All Accounts, in all of their forms, wherever located;

                     (d) All General Intangibles in all their forms, wherever
located, including (i) all permits, licenses, franchises and other governmental
authorizations, to the extent lawfully assignable, including but not limited to,
allocations of sewer or other utility capacity now or hereafter issued in
connection with the design, construction, renovation, development, occupation
and/or operation of the Project (collectively, the "Permits") and (ii) any and
all contracts and agreements, whether now in existence or hereafter entered
into, (A) with contractors, architects, engineers and other design professionals
(including all rights of Debtor to all plans and specifications prepared with
respect to the Project), developers, management companies, leasing agents, and
other suppliers of services or materials relating directly or indirectly to the
development, construction, operation or management of the Project, (B) providing
for payments to be made to Debtor by any person or entity in connection with the
Project (including, without limitation, all warranties, guaranties and
indemnities now or hereafter made by any person or entity relating to the
Project), (C) with any governmental authority relating to the development of the
Project or off-site improvements related thereto, or (D) granting or creating
any easements or licenses benefiting the Project (collectively, the
"Agreements");

                     (e) All fixtures in all their forms, wherever located;

                     (f) All Documents of Title, Chattel Paper, Instruments,
balances in any bank deposits of Debtor (in case of tenant security deposits,
subject to the rights of tenants), and securities held in brokerage accounts of
Debtor; and

                     (g) All Proceeds of any and all of the foregoing.

                  3. Representations and Warranties. Debtor represents and
warrants as follows:






                                       -4-
<PAGE>

                     (a) Status. Debtor is a limited liability company duly
organized, validly existing and subsisting under the laws of the State of
Delaware. Debtor has all necessary power and authority to own its property and
assets and to transact the business in which it is engaged or presently proposes
to engage. Debtor has qualified to do business in each State or jurisdiction
where its business or operations so require.

                     (b) Authority to Execute Agreement, Binding Agreement.
Debtor has the power to execute, deliver and perform its obligations under this
Agreement and each Loan Document to which it is, or is to be, a party
(including, without limitation, the right and power to give Lender a security
interest in the Collateral) and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement and each Loan Document to
which it is, or is to be, a party. This Agreement has been duly executed by
Debtor. This Agreement constitutes the legal, valid and binding obligation of
Debtor, enforceable against Debtor in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization and similar laws of general application relating to or affecting
the rights and remedies of creditors.

                     (c) Debtor's Title. Except for the security interests
granted hereunder or otherwise to Lender and except as may be otherwise
specifically permitted under any other Loan Document, Debtor is, as to all
Collateral presently owned, and shall be as to all Collateral hereafter
acquired, the owner of said Collateral free from any lien, security interest, or
other encumbrance. No Uniform Commercial Code financing statements naming Debtor
as debtor are on file in any jurisdictions except those filed in favor of Lender
as secured party pursuant to this Agreement. Debtor has not executed any prior
assignment of any of its rights under any of the Collateral or granted any other
security interest therein except in favor of Lender.

                     (d) Taxes and Assessments. All assessments and taxes due
and payable by, or imposed, levied or assessed against, Debtor or any of its
property, real or personal, tangible or intangible have been paid prior to
becoming delinquent, subject to applicable extensions.

                     (e) Location of Collateral. The Collateral is located at
the locations specified on Schedule A hereto. Debtor has a valid fee simple
estate in the real property where such Collateral is located, and except for the
Mortgage and other liens granted to Lender there exists no mortgages or other
liens on any such real property except as permitted under the Loan Agreement.

                     (f) Location of Debtor. The location of the primary office
of Debtor and the location of the office where Debtor keeps its books and
records concerning the Accounts is specified on Schedule B attached hereto. If
Debtor has a place or places of business in only one county in the State of
Delaware or, if it otherwise resides in Delaware, then the county of such
business or residence is set forth on Schedule B attached hereto. Also listed on
Schedule B is each other location where Debtor maintains a place of business or
resides.

                     (g) Instruments. All Instruments representing any
Collateral, together with all necessary endorsements, have been delivered to
Lender.






                                       -5-
<PAGE>

                     (h) Names Used by Debtor. (i) Debtor has no trade names,
(ii) Debtor has not used any name other than that stated in the preamble and
(iii) no entity has merged into Debtor or been acquired by Debtor.

                     (i) Perfected Security Interest. This Agreement creates a
valid security interest in the Collateral securing payment of the Obligations,
subject only to prior security interests granted in favor of Lender and to the
possible limits on the assignability of Permits referred to in Section 2(d).
Upon filing of the Uniform Commercial Code financing statements in the offices
set forth on Schedule C hereto, all security interests which may be perfected by
filing shall have been duly perfected. Except for the filing of the Uniform
Commercial Code financing statements referred to in the preceding sentence and
the delivery of the Instruments referred to in paragraph (g) above, no action is
necessary to create, perfect or protect such security interest. Without limiting
the generality of the foregoing, except for the filing of said financing
statements, no consent of any third parties and no authorization, approval or
other action by, and no notice to of filing with any Governmental Authority or
regulatory body is required for (i) the execution, delivery and performance of
this Agreement, (ii) the creation or perfection of the security interest in the
Collateral or (iii) the enforcement of Lender's rights hereunder.

                     (j) Absence of Conflicts with Other Agreements. Neither the
pledge of the Collateral hereunder nor any of the provisions hereof (including,
without limitation, the remedies provided hereunder) violates any of the
provisions of any organizational documents or partnership agreements of Debtor,
or any other agreement to which Debtor is a party or, to the best of Borrower's
knowledge after diligent inquiry, any part of the Project is subject, or any
judgment, decree, order or award of any court, Governmental Authority or
arbitrator or any applicable law, rule or regulation applicable to the same.

                  4. Covenants. Debtor covenants that:

                     (a) Filing of Financing Statements and Preservation of
Interests. Immediately upon execution hereof, Debtor hereby authorizes Lender to
cause to be duly filed in each office set forth on Schedule C hereto Uniform
Commercial Code financing statements, in form and substance satisfactory to
Lender. Without limiting the obligation of Debtor set forth in the preceding
sentence, Debtor hereby authorizes Lender, and appoints Lender as its
attorney-in-fact, to file in such office or offices as Lender deems necessary or
desirable such financing and continuation statements and amendments and
supplements thereto, and such other documents as Lender may require to perfect,
preserve and protect the security interests granted herein. At any time and from
time to time that any Collateral consists of Instruments or other items that
require possession by the secured party to perfect the security interest created
hereby, Debtor shall deliver such Collateral to Lender. Debtor shall cause all
Chattel Paper constituting Collateral to be delivered to Lender, or, if such
delivery is not possible, then to cause such Chattel Paper to contain a legend
noting that it is subject to the security interest created by this Agreement.








                                       -6-
<PAGE>

                     (b) Notice of Changes in Representations. Debtor shall
notify Lender in advance of any event or condition which could cause any
representation set forth in Section 3 above to fail to be true, correct and
complete in any material adverse respect.

                     (c) Use and Condition of Equipment. Each item of Equipment
will be maintained in good operating condition, ordinary wear and tear and
damage by insured casualty excepted, and Debtor will provide all maintenance
service and repairs necessary for such purpose. Lender may examine and inspect
the Collateral at any reasonable time or times wherever located, subject to
rights of Tenants, under leases permitted under the Loan Agreement.

                     (d) Insurance. Debtor shall maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to the Collateral against loss or damage of the kinds and in the amounts
customarily insured against by entities of established reputation having similar
properties similarly situated and in such amounts as are customarily carried
under similar circumstances by other such Persons and otherwise as is prudent
for Persons engaged in similar businesses but in any event sufficient to cover
the full replacement cost thereof consistent with the requirements of the
Mortgage. Debtor shall cause each insurance policy issued in connection herewith
to provide, and the insurer issuing such policy to certify to Lender that (i)
Lender will be named as lender loss payee under each such insurance policy; (ii)
if such insurance be proposed to be cancelled or materially changed for any
reason whatsoever, such insurer will promptly notify Lender and such
cancellation or change shall not be effective as to Lender for at least thirty
(30) days after receipt by Lender of such notice, unless the effect of such
change is to extend or increase coverage under the policy; and (iii) Lender will
have the right (but no obligation) at its election to remedy any default in the
payment of premiums within thirty (30) days of notice from the insurer of such
default. Loss payments in each instance will be paid to Lender and made
available to Debtor to the extent provided in the Mortgage, and if any such
payments are paid to Debtor rather than to Lender, such payments shall be held
in trust for and immediately paid over to Lender unless otherwise provided in
the Mortgage or otherwise directed in writing by Lender. Copies of such policies
or the related certificates, in each case, naming Lender as lender loss payee
shall be delivered to Lender annually at the time of the delivery of the
financial statements referred to in the Loan Agreement and at the time any new
policy of insurance is issued. Borrower shall also comply with all requirements
regarding insurance set forth in the Loan Agreement and the Mortgage and, in the
event of any conflict between the insurance provisions in this Agreement and
such provisions in the Loan Agreement and the Mortgage, such provisions in the
Loan Agreement and Mortgage shall govern.

                     (e) Transfer of Collateral. Other than the disposition of
items of Collateral in the ordinary course of Debtor's business as presently
conducted or as otherwise permitted under the terms of the Loan Agreement,
Debtor shall not sell, assign, transfer, encumber or otherwise dispose of any
Collateral without the prior written consent of Lender. For purposes of this
provision, "dispose of Collateral" shall include, without limitation, the
creation of a security interest or other encumbrance (whether voluntary or
involuntary) on such Collateral.






                                       -7-
<PAGE>

                     (f) Taxes and Assessments. Debtor shall, subject to any
contest rights specifically set forth in any other Loan Document, promptly pay
when due and payable prior to delinquency, subject to applicable extensions all
taxes and assessments imposed upon the Collateral or operations or business of
Debtor.

                     (g) Inventory. Debtor shall not return any Inventory to the
supplier thereof, except for damaged or unsalable Inventory or otherwise in the
ordinary course of Debtor's business. Without limiting the generality of the
foregoing, in the event Debtor becomes a "debtor in possession" as defined in 11
U.S.C. ss.1101 (or any successor thereto), Debtor agrees not to move pursuant to
11 U.S.C. ss.546 (or any successor thereto) for permission to return goods to
any creditor which shipped such goods to Debtor without Lender's written consent
and Debtor hereby waives any rights to return such Inventory arising under
Section 546(h) of the Bankruptcy Code, 11 U.S.C. ss.546(h), or any successor
section thereto.

                     (h) Defense of Lender's Rights. Debtor warrants and will
defend Lender's right, title and security interest in and to the Collateral
against the claims of any Persons.

                     (i) Permits and Agreements: Collateral. Debtor hereby
covenants that Debtor will not, without the prior written consent of Lender: (A)
cancel or terminate any of the Permits or Agreements or accept a surrender
thereof, (B) materially modify, amend or otherwise change any of the Permits or
Agreements, either orally or in writing, (C) except as may be specifically
permitted by the other Loan Documents, assign, pledge or hypothecate any portion
of the Collateral, grant a security interest therein, or otherwise sell, convey
or transfer any portion thereof to any person or entity other than Lender; or
(D) enter into any material agreement after the date hereof which could be
binding upon Lender if it assumed control of the Project pursuant to the
enforcement of remedies following an Event of Default unless terminable by
Lender without penalty and on not more than thirty (30) days notice. Debtor will
provide Lender with copies of all Permits and Agreements within ten (10) days of
their execution or receipt, as applicable, by Debtor. Debtor agrees that it will
perform all of its obligations under the Collateral, enforce (short of
termination) the performance by any other parties thereto of all of their
respective obligations thereunder and appear in and defend any action or
proceeding arising out of or in connection with any of the Collateral. Debtor
further agrees to send to Lender duplicate copies of all notices of default or
termination sent or received by Debtor under or with respect to any of the
Collateral.

                     (j) Other Assurances. Debtor agrees that from time to time,
at the expense of Debtor, it will promptly execute and deliver all such further
instruments and documents, and take all such further action as may be necessary
or desirable, or as Lender may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable Lender to exercise and enforce its rights and remedies hereunder and with
respect to any Collateral or to otherwise carry out the purposes of this
Agreement.







                                       -8-
<PAGE>

                  5. Remedies Upon Default. Upon the occurrence and during the
continuation of an Event of Default, Lender may exercise, in addition to any
other rights and remedies provided herein, under other contracts and under law,
all the rights and remedies of a secured party under the Uniform Commercial
Code. Without limiting the generality of the foregoing, upon the occurrence and
during the continuation of an Event of Default, (a) at the request of Lender,
Debtor shall, at its cost and expense, assemble the Collateral as directed by
Lender; (b) Lender shall have the right to notify any account debtors and any
obligors under instruments to make payments directly to Lender; (c) Lender may,
without notice except as provided below, sell the Collateral at public or
private sale, on such terms as Lender, in its sole discretion, deems to be
commercially reasonable. Debtor agrees that fifteen (15) days' notice of any
such sale shall constitute sufficient notice. Lender may purchase collateral at
any such sale. Debtor shall be liable to Lender for any deficiency amount.

                  6. Obligations Absolute.

                     (a) CHANGE OF CIRCUMSTANCE. THE RIGHTS OF LENDER HEREUNDER
AND THE OBLIGATIONS OF DEBTOR HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL,
SHALL NOT BE SUBJECT TO ANY COUNTERCLAIM, SETOFF, RECOUPMENT OR DEFENSE BASED
UPON ANY CLAIM THAT DEBTOR OR ANY OTHER PERSON MAY HAVE AGAINST EACH OTHER AND
SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO AND, EXCEPT BY FULL AND
INDEFEASIBLE PAYMENT OF THE LOAN (INCLUDING, WITHOUT LIMITATION, ALL PRINCIPAL,
INTEREST, FEES AND REASONABLE COLLECTION COSTS), SHALL NOT BE RELEASED,
DISCHARGED OR IN ANY WAY AFFECTED BY ANY CIRCUMSTANCE OR CONDITION (WHETHER OR
NOT DEBTOR SHALL HAVE ANY NOTICE OR KNOWLEDGE THEREOF) INCLUDING, WITHOUT
LIMITATION, (I) ANY AMENDMENT OR MODIFICATION OF OR SUPPLEMENT TO THE LOAN
AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT (INCLUDING, WITHOUT LIMITATION,
INCREASING THE AMOUNT OR EXTENDING THE MATURITY OF THE OBLIGATIONS); (II) ANY
WAIVER, CONSENT, EXTENSION, INDULGENCE OR OTHER ACTION OR INACTION UNDER OR IN
RESPECT OF ANY SUCH AGREEMENTS OR INSTRUMENTS, OR ANY EXERCISE OR NONEXERCISE OF
ANY RIGHT, REMEDY, POWER OR PRIVILEGE UNDER OR IN RESPECT OF ANY SUCH AGREEMENTS
OR INSTRUMENTS, OR ANY EXERCISE OR NONEXERCISE OF ANY RIGHT, REMEDY, POWER OR
PRIVILEGE UNDER OR IN RESPECT OF ANY SUCH AGREEMENTS OR INSTRUMENTS, (III) ANY
INVALIDITY OR UNENFORCEABILITY, IN WHOLE OR IN PART, OF ANY TERM HEREOF OR OF
THE LOAN AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT; (IV) ANY FAILURE ON THE
PART OF DEBTOR OR ANY OTHER PERSON FOR ANY REASON TO PERFORM OR COMPLY WITH ANY
TERM OF THE LOAN AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT; (V) ANY
FURNISHING OR ACCEPTANCE OF ANY ADDITIONAL SECURITY OR GUARANTY; (VI) ANY
RELEASE OF THE DEBTOR OR ANY OTHER PERSON OR ANY RELEASE OF ANY OR ALL SECURITY
OR ANY OR ALL GUARANTEES FOR THE OBLIGATIONS, WHETHER ANY SUCH RELEASE IS
GRANTED IN CONNECTION WITH A BANKRUPTCY OR OTHERWISE; (VII) ANY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, ARRANGEMENT, READJUSTMENT, COMPOSITION, LIQUIDATION






                                       -9-
<PAGE>

OR SIMILAR PROCEEDING WITH RESPECT TO DEBTOR OR ANY OTHER PERSON OR THEIR
RESPECTIVE PROPERTIES OR CREDITORS; (VIII) THE APPLICATION OF PAYMENTS RECEIVED
BY LENDER FROM ANY SOURCE WHICH WERE LAWFULLY USED FOR SOME OTHER PURPOSE BUT
WHICH LAWFULLY COULD HAVE BEEN APPLIED TO THE PAYMENT, IN FULL OR IN PART, OF
THE OBLIGATIONS; OR (IX) ANY OTHER OCCURRENCE WHATSOEVER, WHETHER SIMILAR OR
DISSIMILAR TO THE FOREGOING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
AT ANY TIME THAT THE LOAN AGREEMENT IS AMENDED TO INCREASE THE AMOUNT OF THE
OBLIGATIONS THEREUNDER, THE AMOUNT OF THE OBLIGATIONS SECURED HEREBY SHALL BE
ACCORDINGLY INCREASED.

                     (b) No Duty To Marshal Assets. Lender shall not have any
obligation to marshal any assets in favor of Debtor or any other Person or
against or in payment of any or all of the Obligations.

                     (c) Waivers. Debtor hereby waives promptness, diligence and
notice of acceptance of this Agreement. In connection with any sale or other
disposition of Collateral, Debtor waives any right of redemption or equity of
redemption in the Collateral. Debtor (to the extent that it may lawfully do so)
covenants that it shall not at any time insist upon or plead, or in any manner
claim or take the benefit of, any stay, valuation, appraisal or redemption now
or at any time hereafter in force that, but for this waiver, might be applicable
to any sale made under any judgment, order or decree based on this Agreement;
and Debtor (to the extent that it may lawfully do so) hereby expressly waives
and relinquishes all benefit of any and all such laws and hereby covenants that
it will not hinder, delay or impede the execution of any power in this Agreement
delegated to Lender, but that it will suffer and permit the execution of every
such power as though no such law or laws had been made or enacted.

                     (d) Debtor further waives, to the fullest extent permitted
by law, any right it may have under the constitution of the Commonwealth of
Pennsylvania (or under the constitution of any other state in which any of the
Collateral may be located), or under the Constitution of the United States of
America, to notice (except for notice specifically required hereby, the Loan
Agreement or any other Loan Document) or to a judicial hearing prior to the
exercise of any right or remedy provided by this Agreement to Lender, and waives
its rights, if any, to set aside or invalidate any sale duly consummated in
accordance with the foregoing provisions hereof on the grounds (if such be the
case) that the sale was consummated without a prior judicial hearing.

                     (e) DEBTOR'S WAIVERS UNDER THIS SECTION 6 HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER DEBTOR HAS BEEN APPRISED AND
COUNSELED BY ITS ATTORNEY AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE
RIGHTS.







                                      -10-
<PAGE>

                  7. Non-Waiver and Non-Exclusive Remedies.

                     (a) Non-Exclusive Remedies. Any Event of Default under this
Agreement beyond any applicable cure periods shall constitute an Event of
Default under each of the Loan Documents, and, in any such event, Lender shall
be entitled to exercise all or any of its rights and remedies under the Loan
Agreement, Note, Mortgage or this Agreement, or as may otherwise be available to
Lender at law or in equity, in such order as Lender may elect; no remedy or
right herein conferred upon, or reserved to Lender is intended to be to the
exclusion of any other remedy or right, but each and every such remedy or right
shall be cumulative and shall be in addition to every other remedy or right
given hereunder or under any other contract or under law.

                     (b) Delay and Non-Waiver. No delay or omission by Lender to
exercise any remedy or right hereunder shall impair any such remedy or right or
shall be construed to be a waiver of any Event of Default, or an acquiescence
therein, nor shall it affect any subsequent Event of Default of the same or of a
different nature.

                  8. Standard of Care.

                     (a) In General. No act or omission of Lender (or any agent
or employee of Lender) shall give rise to any defense, counterclaim or offset in
favor of Debtor or any claim or action against Lender (or any agent or employee
of Lender), in the absence of gross negligence or willful misconduct of Lender.
Lender shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which Lender accords to its own property,
it being understood that it has no duty to take any action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral or to preserve any rights of any parties and shall only be liable
for losses which are a result of it gross negligence or willful misconduct.
However, Lender may, at its sole option, and without releasing Debtor from any
obligation hereunder or under the Collateral, discharge any obligation which
Debtor fails to discharge, including, without limitation, defending any legal
action, and Debtor agrees to pay upon demand all sums expended by Lender in
connection therewith, including counsel fees and court costs, together with
interest thereon at the Default Rate, and the same shall be added to the
indebtedness evidenced by the Note and secured by the Mortgage and this
Agreement. Neither the acceptance of this Agreement nor the collection of any
sums due or becoming due under the Collateral assigned hereby shall constitute a
waiver of any rights of Lender under the Loan Documents or any other collateral
now or hereafter mortgaged, pledged or assigned as collateral for the Note and
the performance of Debtor's obligations thereunder and under the remainder of
the Loan Documents. Debtor agrees that the procedures required by Lender
hereunder are for the benefit of Lender, its successors and assigns, only and
not for the benefit of Debtor, or any other party.






                                      -11-
<PAGE>

                     (b) Reliance on Advice of Counsel. In taking any action
under this Agreement, Lender shall be entitled to rely upon the advice of
counsel of Lender's choice and shall be fully protected in acting on such advice
whether or not the advice rendered is ultimately determined to have been
accurate.

                     9. Specific Performance. Debtor hereby authorizes Lender to
demand specific performance of this Agreement at any time when Debtor shall have
failed to comply with any provision hereof, and Debtor hereby irrevocably waives
any defense based on the adequacy of a remedy at law which might be asserted as
a bar to the remedy of specific performance hereof in any action brought
therefor.

                     10. Relationship with Loan Agreement. If any of the terms
hereof are inconsistent with those of the Loan Agreement, those of the Loan
Agreement shall control.

                     11. Jurisdiction; Waiver of Jury Trial.

                         (a) Jurisdiction. For the purpose of any action that
may be brought in connection with this Agreement, Debtor hereby consents to the
jurisdiction and venue of the courts of the Commonwealth of Pennsylvania or of
any federal court located in such Commonwealth Debtor waives the right to
contest the jurisdiction and venue of the courts located in the Commonwealth of
Pennsylvania on the ground of inconvenience or otherwise.

                         (b) WAIVER OF JURY TRIAL. NEITHER LENDER NOR DEBTOR NOR
ANY OTHER PERSON LIABLE FOR THE INDEBTEDNESS TO LENDER, NOR ANY ASSIGNEE,
SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF ANY SUCH PERSON SHALL SEEK A JURY
TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTE,
ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH, ANY COLLATERAL FOR THE
PAYMENT HEREOF OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH
PERSONS, OR ANY OF THEM. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION
INTO ONE IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS
PROHIBITED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH
OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS
SECTION HAVE BEEN FULLY DISCLOSED BY AND TO THE PARTIES HERETO AND THE
PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY
AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS
SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.






                                      -12-
<PAGE>

                  12. Miscellaneous.

                     (a) Assignment. Lender may assign or transfer all or any
portion of its interests in this Agreement and any or all rights or obligations
hereunder without the consent of Debtor and without prior notice. Debtor shall
not assign or transfer this Agreement or any rights or obligations hereunder
without the prior written consent of Lender.

                     (b) Benefit. The rights and privileges of Lender under this
Agreement shall inure to the benefit of its successors, assigns and
participants. All promises, covenants and agreements of Debtor contained in this
Agreement shall be binding upon any successors and assigns of Debtor.

                     (c) Notices. Any notice contemplated herein or required or
permitted to be given hereunder shall be made in the manner set forth in the
Loan Agreement.

                     (d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.

                     (e) Severability. If any of the provisions or terms of this
Agreement shall for any reason be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any of the other terms hereof,
but this Agreement shall be construed as if such invalid or unenforceable term
had never been contained herein. Any such invalidity or unenforceability in a
particular jurisdiction shall not be deemed to render a provision invalid or
unenforceable in any other jurisdiction.

                     (f) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be an original and all of which, when
taken together, shall constitute one instrument.

                     (g) Costs and Expenses. Whether or not the transactions
contemplated by this Agreement are fully consummated, Debtor shall promptly pay
(or reimburse, as Lender may elect) all reasonable out-of-pocket and all
extraordinary costs and expenses which Lender has incurred or may incur in
connection with the negotiation, preparation, administration and enforcement of
this Agreement and all amendments, waivers, modifications and supplements
hereto, the perfection and protection of the Collateral, and the collection of
all amounts due hereunder.

                     (h) Indemnification. Debtor shall indemnify, reimburse and
hold harmless all Indemnitees from and against any and all losses, claims,
liabilities, damages, penalties, suits, costs and expenses, of any kind or
nature, (including fees relating to the cost of investigating and defending any
of the foregoing) imposed on, incurred by or asserted against such Indemnitees
in any way related to or arising from or alleged to arise from this Agreement or
the use or possession of the Collateral or any part thereof unless resulting
from the gross negligence or willful misconduct of any of the Indemnitees. The
obligations under this section shall survive termination of this Agreement.






                                      -13-
<PAGE>

                     (i) Notice to Other Parties. Debtor hereby authorizes
Lender to give written notice of this Agreement at any time after and during the
occurrence of any Event of Default, beyond any applicable cure periods, to any
other party to any of the Collateral, and all such other parties are authorized
and directed to, as applicable, perform services and/or pay any sums due under
such Collateral directly to Lender upon receipt from Lender of a statement that
an Event of Default hereunder or under the Loan Agreement, Note or Mortgage has
occurred, accompanied by a demand for such performance and/or payment, without
any further proof of Debtor's default. Debtor agrees that any party making such
payments to Lender in reliance on such notice and demand from Lender shall be
fully protected, and Debtor will make no claim on such party to the extent of
such payments.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


































                                      -14-
<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in the name and on behalf of the parties hereto as of
the date first above written.

                                     DEBTOR:
                                     ------

                                     NEWPORT PLAZA ASSOCIATES, L.P., a Delaware
                                     limited partnership, d/b/a Newport Plaza
                                     Shopping Center, by its sole general
                                     partner, as follows:

                                              CIF-Newport Plaza Associates, LLC,
                                              a Delaware limited liability
                                              company, by its sole member, as
                                              follows:

                                                    Cedar Income Fund
                                                    Partnership, L.P., a
                                                    Delaware limited
                                                    partnership, by its sole
                                                    general partner, as follows:

                                                      Cedar Income Fund, Ltd., a
                                                      Maryland corporation

Attest:_________________________                      By:_______________________
       Stuart H. Widowski                                Brenda J. Walker
       Secretary                                         Vice President

                                     LENDER:
                                     -------
                                     CITIZENS BANK OF PENNSYLVANIA

                                     By:________________________________________
                                        Robert L. Schopf
                                        Vice President
















<PAGE>


                                   Schedule A

                             Location of Collateral

                           Newport Plaza
                           U.S. Route 322 and Route 34
                           Howe Township, Perry County, Pennsylvania

































<PAGE>


                                   Schedule B
                                   ----------

                               Location of Debtor
                               ------------------

                      Newport Plaza Associates, L.P. d/b/a
                      Newport Plaza Shopping Center
                      c/o Cedar Bay Realty Advisors, Inc.
                      44 South Bayles Avenue, Suite 304
                      Port Washington, New York  11050



























<PAGE>


                                   Schedule C
                                   ----------

                 Locations of Financing Statement Filing Offices
                 -----------------------------------------------

            1. Pennsylvania Department of State's Office

            2. Perry County Recorders Office

            3. Delaware Secretary of State's Office





























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>24
<FILENAME>ex10-22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>
<PAGE>

                        ENVIRONMENTAL INDEMNITY AGREEMENT
                        ---------------------------------

                  THIS ENVIRONMENTAL INDEMNITY AGREEMENT ("Agreement") is made
this ____ day of ______________, 2003, to be delivered on _______________, 2003,
by NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited partnership, d/b/a Newport
Plaza Shopping Center ("Borrower"), with an office in care of Cedar Bay Realty
Advisors, Inc., 44 South Bayles Avenue, Suite 304 Port Washington, New York
11050, and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered savings
bank ("Lender"), with an office at 2001 Market Street, 6th Floor, Philadelphia,
Pennsylvania 19103-7053.

                                   Background
                                   ----------

                  Borrower and Lender have entered into a certain Loan Agreement
dated this date (as the same may be amended, modified or supplemented, from time
to time, the "Loan Agreement") pursuant to which Lender has agreed to extend a
credit facility to Borrower in the principal amount of up to Five Million Five
Hundred Thirty Five Thousand Dollars ($5,535,000) (the "Loan"), which Loan is
evidenced by a certain Promissory Note dated this date (the "Note") executed by
Borrower and made payable to the order of Lender in the stated principal amount
of the Loan. The Note is secured, inter alia, by an Open-end Mortgage and
Security Agreement dated this date (the "Mortgage") given by Borrower to Lender
covering certain land and the buildings and improvements thereon known as
Newport Plaza located at U.S. Route 322 and Route 34 in Howe Township, Perry
County, Pennsylvania (collectively, the "Project"), all as more particularly
described in Exhibit A attached hereto and made a part hereof.

                  As a material inducement for Lender to make the Loan, Borrower
has agreed to provide to Lender the assurances, agreements and indemnities
regarding environmental matters as are hereinafter more specifically set forth.

                                    Agreement
                                    ---------

                  NOW, THEREFORE, in consideration of the Loan and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower, intending to be legally bound, hereby represents,
certifies and agrees as follows:

                  1. Definitions. Whenever used in this Agreement, the following
words and phrases shall have the respective meanings set forth below:

                     (a) "Affiliate" of a Person (the "Specified Person") shall
mean (i) any Person which directly or indirectly controls, or is controlled by,
or is under common control with, the Specified Person, (ii) any executive
officer (or, in the case of a Person which is not a corporation, any individual
having analogous powers) of the Specified Person, and (iii) in the case of a
Specified Person who is an individual, any lineal ancestor or lineal descendant
of such Specified Person. For purposes of the preceding sentence, "control" of a
Person means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

                     (b) Clean-Up: Response, Removal or other Remedial Action or
any other actions required under any Environmental Law.








<PAGE>

                     (c) Contamination: The uncontained presence of any
Hazardous Substances on, about or beneath the Project or arising from the
Project which requires Clean-Up or which is in violation of any Environmental
Law.

                     (d) Environmental Laws: All applicable federal, state and
local laws, statutes, orders, ordinances, codes, rules, regulations, policies,
guidance documents, judgments, decrees, injunctions and requirements of or
agreements with any governmental authority (including any governmental action
pursuant to or required by any Environmental Law, including but not limited to
any permit, license or authorization issued under or in connection with any
Environmental Law), now or hereafter enacted or amended, relating to the
protection of health and the environment and/or governing the handling, use,
generation, treatment, storage, transportation or disposal of Hazardous
Substances. Environmental Laws include, but are not limited to: The Clean Air
Act, 42 U.S.C. ss. 7401 et seq.; The Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601 et seq. ("CERCLA");
The Federal Water Pollution Control Act, 33 U.S.C. ss. 1251 et seq.; The
Hazardous Material Transportation Act, 49 U.S.C. ss. 1801 et seq.; The Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. ss. 136; The Resource
Conservation and Recovery Act of 1976,42 U.S.C. ss. 6901 et seq. (including the
Hazardous and Solid Waste Amendments of 1984); The Toxic Substances Control Act,
15 U.S.C. ss. 2601 et seq.; The Federal Occupational Safety & Health Act of
1970, 29 U.S.C. ss. 651 et seq. (including ss. 3101 of the Omnibus
Reconciliation Act of 1990); The Oil Pollution Act of 1990, Pub. L. No. 101-380,
104 Stat. 484 (1990); and the state analogues to any of the foregoing; all as
amended from time to time and the regulations promulgated pursuant thereto; and
any requirements of the common law which may impose obligations or liabilities
as a result of the presence of or exposure to Hazardous Substances.

                     (e) Environmental Permits: Any permits, licenses,
registrations, approvals or authorizations required under any Environmental Law.

                     (f) Environmental Report: means the Phase I Environmental
Site Assessment dated August 22, 2002 prepared by Eckland Consultants, Inc.

                     (g) Hazardous Substances: Any substance which is or becomes
regulated under any Environmental Law, including, without limitation, any
substance which is (1) gasoline, petroleum products, explosives, radioactive
materials, including by-products, source and/or special nuclear material and
solid wastes, urea formaldehyde, polychlorinated biphenyls or related or similar
materials ("PCBs"), asbestos or material containing asbestos or lead-based
paint; or (2) defined, designated or listed as a "Hazardous Substance",
"Hazardous Material", "Hazardous Waste" or "Industrial Waste" under any
Environmental Law.

                     (h) Occupant: Any prior owner of the Project, or any
portion thereof, or any prior, present or intended tenant, subtenant or other
person or entity having possession of the Project or any portion thereof.

                     (i) Permitted Substances. Hazardous Substances of the types
and in the quantities customarily used in the construction, maintenance or
operation of commercial projects similar to the proposed use of the Project, and
inventory of gasoline at the fueling station operated by Giant Food Stores, Inc.
at the Project, provided that such Hazardous Substances are stored, used and
disposed of in accordance with all applicable Environmental Laws.








                                       -2-
<PAGE>

                     (j) Proscribed Activities: (1) generating, manufacturing,
refining, transporting, treating, storing, handling, disposing, transferring,
producing, processing, recycling or in any manner dealing with Hazardous
Substances (other than Permitted Substances handled in compliance with
applicable Environmental Laws); (2) causing or permitting, as a result of any
intentional or unintentional act or omission on the part of Borrower or any
Affiliate or Occupant, the installation or placement or the disposal of
Hazardous Substances (other than Permitted Substances) in or on the Project or a
release of Hazardous Substances (other than Permitted Substances) onto the
Project or onto any other property; or (3) suffering the presence of Hazardous
Substances other than Permitted Substances on the Project.

                     (k) Regulatory Action(s): Any notice of violation,
citation, complaint, request for information, order, directive, compliance
schedule, notice of claim, consent decree, action, litigation or proceeding
brought or instituted by any governmental authority under or in connection with
any Environmental Law involving the Project, Borrower, any Affiliate or any
Occupant with respect to such Occupant's use of the Project.

                     (l) Response, Removal, Remedial Action: The terms
"Response," "Removal" and "Remedial Action" shall be defined with reference to
Sections 101(23)-I 01(25) of CERCLA, 42 U.S.C. Sections 9601(23)- 9601(25).

                     (m) Third Party Claims: Claims by a party other than
Borrower or Lender (other than Regulatory Actions) based on negligence,
trespass, strict liability, nuisance, toxic tort or detriment to human health or
welfare due to Hazardous Substances on, about, beneath or arising from the
Project or in any way related to any alleged violation of any Environmental
Laws.

Capitalized terms used in this Agreement without definition shall have the same
meanings ascribed to those terms in the Loan Agreement.

                  2. Representations and Warranties. Borrower hereby represents
and warrants to Lender that:

                     (a) To the best of Borrower's knowledge, except as may be
specifically disclosed in the Environmental Report, the Project, Borrower, all
Affiliates and each Occupant and all of Borrower's and each Occupant's
operations and activities at the Project are now and have been in compliance
with all Environmental Laws. To the extent necessary for the conduct of its
business, Borrower and, to the best of Borrower's knowledge, each Occupant (with
respect to such Occupant's operations and activities conducted at the Project)
is in possession of, and in compliance with, all Environmental Permits. To the
best of Borrower's knowledge all such Environmental Permits are currently in
effect; no proceeding is pending or threatened to modify, suspend, revoke,
withdraw, or otherwise limit such Environmental Permits; and no Regulatory
Action has been taken or, to Borrower's knowledge, threatened in connection with
the expiration or renewal of such Environmental Permits. There are no Regulatory
Actions or Third Party Claims pending or, to Borrower's knowledge, threatened
against Borrower, any Affiliate or any Occupant with respect to the Project or
any other real property owned, leased or operated by Borrower or any Affiliate
of Borrower, and neither Borrower nor any Affiliate has received any notice of
Regulatory Action or a Third Party Claim.






                                       -3-
<PAGE>

                     (b) Except as may be specifically disclosed in the
Environmental Report, (i) neither Borrower nor any Affiliate nor to Borrower's
knowledge any Occupant conducts, allows or suffers Proscribed Activities on,
about, beneath or arising from the Project, and (ii) to Borrower's knowledge,
there are no conditions on, about, near, beneath or arising from the Project
which could reasonably be expected to give rise to liability, the imposition of
a statutory lien, or require Clean-Up under any Environmental Law.

                     (c) Neither Borrower nor, to the best of Borrower's
knowledge, any Affiliate or any Occupant (with respect to such Occupant's
operations and activities conducted at the Project) has received any request for
information, claim, demand, or other notification that it is or may be
potentially responsible or liable for any Clean-Up at any site, including
properties not owned, operated or leased by or to Borrower or any Affiliate or
any Occupant. Hazardous Substances generated by Borrower or any Affiliate and,
to the best of Borrower's knowledge, any Occupant have never, directly or
indirectly, been sent, transferred or transported to, or treated, stored or
disposed of at any site listed or formally proposed for listing on the National
Priorities List promulgated pursuant to CERCLA or on any state list of sites
requiring any CleanUp.

                  3. Covenants. Borrower hereby covenants with Lender that:

                     (a) Borrower and its Affiliates shall comply, and shall
seek to cause each present and future Occupant (with respect to such Occupant's
operations and activities conducted at the Project) to comply, with all
Environmental Laws and, to the extent necessary for the conduct of its or their
business, shall obtain, maintain, and comply with all Environmental Permits.
Borrower, its Affiliates and each Occupant (with respect to such Occupant's
operations and activities conducted at the Project) shall comply with all
governmental orders, directives, judgments, orders, decrees, awards,
administrative consent orders, settlement agreements, or other settlement
documents issued by or entered into with any administrative or governmental
agency or entity concerning compliance with Environmental Laws and Environmental
Permits.

                     (b) Borrower shall not, and Borrower shall seek to cause
any Occupant not to, use or allow the use of the Project for Proscribed
Activities. Neither Borrower nor any Occupant shall use or permit the use of the
Project in a manner which could reasonably be expected to give rise to
liability, the imposition of a statutory lien, or require any Clean-Up. In the
event that conditions are discovered on, about, beneath or arising from the
Project which may give rise to liability, the imposition of a statutory lien, or
require Clean-Up, Borrower shall, and shall cause any Occupant to, promptly take
all necessary actions to address such conditions, including Clean-Up.

                     (c) Borrower shall immediately notify Lender, in writing,
of Borrower's receipt, knowledge or discovery of any: (i) Regulatory Action;
(ii) request for information, claim, demand, or notification that it or any
Affiliate is or may potentially be responsible or liable for any Clean-Up at any
site owned, operated or leased by or to Borrower or any Affiliate; (iii) notice
of any claim, action, or proceeding of any nature whatsoever, including Third
Party Claims, concerning conditions on, about, beneath or arising from the
Project or any alleged violation of any Environmental Law; and (iv) other
information concerning conditions on, about, beneath or arising from the Project
which could reasonably be expected to give rise to liability, the imposition of
a statutory lien, or require Clean-Up.






                                       -4-
<PAGE>

                     (d) Lender shall have the right from time to time to
designate such persons (the "Environmental Auditors") as Lender may select to
inspect any of Borrower's or its Affiliates' properties, documents, products or
wastes for the purpose of investigating actual or potential Regulatory Actions
or Third Party Claims or any condition which could reasonably be expected to
result in any liability, cost or expense to Lender. Any such investigation made
after commencement of any Regulatory Action or Third Party Claim or upon the
good faith belief of Lender that Contamination has occurred, shall be at
Borrower's expense; otherwise any such investigation shall be without expense to
Borrower. Such investigation may include, among other things, above and below
ground testing for the presence of Hazardous Substances and such other tests as
may be necessary or advisable in the opinion of Lender. Borrower shall furnish
the Environmental Auditors with such historical and operational information as
the Environmental Auditors may request regarding Borrower's or its Affiliates'
properties, documents, products and wastes as are within Borrower's or its
Affiliates' possession, custody or control, or which are available to it,
including without limitation, analytical records and results, correspondence
with governmental authorities and environmental audits or reviews.

Upon the Environmental Auditors' request, Borrower, at Borrower's sole cost and
expense, shall make available for meetings with the Environmental Auditors,
appropriate personnel and consultants employed or retained by Borrower and its
Affiliates having knowledge of such environmental matters.

                  4. Indemnities: Litigation.

                     (a) As a material inducement to Lender to make the Loan to
Borrower, Borrower hereby indemnifies and agrees to defend and hold harmless
each Lender, its parent corporation, subsidiaries, successors, assigns,
officers, directors, shareholders, employees and agents ("Lender Parties"), from
and against any and all claims, actions, causes of action, liabilities,
penalties, fines, damages, judgments, losses, suits, expenses, legal or
administrative proceedings, interest, costs and expenses (including the
reasonable allocated cost of in-house counsel and staff, court costs and
reasonable outside attorneys', consultants' and experts' fees), arising out of
or in any way relating to: (i) the presence of Hazardous Substances on, about,
beneath or arising from the Project; (ii) the failure of Borrower or any of its
Affiliates or subsidiaries or any Occupant to comply with the Environmental
Laws; (iii) Borrower's breach of any of the representations, warranties and
covenants contained herein; (iv) Regulatory Actions and Third Party Claims; or
(v) the imposition or recording of a lien against the Project in connection with
any Contamination at or on the Project, or arising from the Project or pursuant
to any Environmental Law; provided, however, that the aforesaid indemnification
obligations shall not apply to any liability, loss, cost or expense relating to
Hazardous Substances first introduced to the Project or Proscribed Activities or
Contamination or failure to comply with the Environmental Laws which first
occurs after Lender or its nominee takes title to or physical possession of the
Project or any liability, loss, cost or expense resulting solely from Lender's
or Lender Parties' gross negligence or willful misconduct. For purposes of the
preceding sentence, Borrower shall have the burden of proving whether Hazardous
Substances are first introduced or any Proscribed Activities or Contamination or
failure to comply with the Environmental Laws which first occurs after Lender or
its nominee takes title to or physical possession of the Project. Borrower's
indemnity and defense obligations under this section shall include, without
limitation and whether foreseeable or unforeseeable, any and all costs related
to any indemnified Clean-Up.






                                       -5-
<PAGE>

                     (b) Borrower shall have the right to control any Regulatory
Action or Third Party Claim, including an action for which indemnity is required
herein, through knowledgeable and experienced counsel of its choice, subject to
Lender's consent, which shall not be unreasonably withheld or delayed; provided,
however, that at Lender's option, Lender may participate in and contribute to
such action and appoint its own counsel at any time, all of which shall be at
Borrower's sole cost and expense. If, however, Lender determines that Borrower
is not adequately controlling any such action and Borrower does not correct or
commenced to correct such deficiencies within thirty (30) days after written
notice from Lender, Lender shall have the right, utilizing commercially
reasonable judgment, to undertake the control, conduct or settlement of such
claims through its own counsel at Borrower's sole cost and expense and may
settle such matters, with notice to Borrower, but without Borrower's consent, at
Borrower's sole cost and expense. In the event any proposed settlement includes
non-monetary relief, including Clean-Up, Lender may, acting in good faith, agree
to such Clean-Up and settle such matter only with the prior consent of Borrower,
which may not be unreasonably withheld or delayed, and provided that if Borrower
fails to notify Lender in writing as to whether it shall consent to such
non-monetary relief within ten (10) days from Lender's request for Borrower's
approval, Borrower shall be deemed to have consented to such non-monetary
relief.

                  5. General. Borrower agrees with Lender that:

                     (a) The representations, warranties, covenants and
indemnities contained herein shall, as to Lender or any purchaser of an interest
or participation in the Loan prior to repayment, survive repayment of the Loan
and satisfaction, release and discharge of the Loan Documents, whether through
full payment of the Loan, foreclosure, deed in lieu of foreclosure or otherwise
until the expiration of all applicable statutes of limitation and repose.

                     (b) Lender's rights and remedies against Borrower hereunder
shall be in addition to and not in lieu of any other rights and remedies
available to Lender under the Loan Documents or at law or in equity, and
Lender's rights hereunder shall not be terminated, affected or impaired in any
manner by the assertion or failure to assert by Lender of any of the rights and
remedies reserved to Lender pursuant to the Loan Documents or otherwise
available to Lender at law or in equity.

                     (c) Lender shall be entitled to rely upon any notice or
consent from Borrower. All notices hereunder shall, except as otherwise
expressly provided in this Agreement be effective (i) in case of hand delivered
notice, when hand delivered, (iii) if given by U.S. mail, upon delivery or, if
delivery is refused, on the date delivery is first attempted, and (iv) if given
by any other means (including by air courier), when delivered. All notices shall
be directed to the party to receive the same at its address stated above or at
such other address as may be substituted by notice as herein provided.

                     (d) It shall constitute an Event of Default hereunder if
(i) there occurs an Event of Default as defined in the Loan Agreement or in any
other Loan Documents, (ii) any representation or warranty contained herein is
determined by Lender to be untrue in any material adverse respect when made, or
(iii) Borrower fails to observe and perform each and every one of the terms,
covenants, promises and agreements on its part to be observed and performed
under this Agreement and such default is not cured within thirty (30) days after





                                       -6-
<PAGE>

written notice of such default is given to Borrower, provided that, if such
default is curable but not reasonably capable of cure within such thirty (30)
day period, Borrower shall have such further period, not to exceed a period of
sixty (60) days in the aggregate, as may be required to cure such default, on
the condition that Borrower commences such cure within the original thirty (30)
day period and thereafter diligently prosecute such cure to completion. Upon the
occurrence of any such Event of Default, Lender shall, subject to any applicable
limits of liability set forth in this Agreement, be entitled to exercise all or
any of its rights and remedies under the Loan Agreement, Note, Mortgage or this
Agreement, or as may otherwise be available to Lender at law or in equity, in
such order as Lender may elect.

                     (e) Any agreement hereafter made shall be ineffective to
amend, modify, discharge or effect an abandonment of this Agreement in whole or
in part unless such agreement is in writing and signed by Lender.

                     (f) This Agreement shall be governed by and construed in
accordance with the laws of the State in which the Project are located, and
shall be binding upon Borrower and its successors and assigns, and shall inure
to the benefit of Lender and its successors and assigns, including, without
limitation, any endorsee of the Note and any participants in the Loan.

                     (g) To the extent there is any conflict between the
provisions of this Agreement and any of the Loan Documents, the terms of this
Agreement shall control.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


























                                       -7-
<PAGE>



                  IN WITNESS WHEREOF, Borrower has duly executed this Agreement,
under seal, on the date first written above.

                                  NEWPORT PLAZA ASSOCIATES, L.P., a
                                  Delaware limited partnership, d/b/a Newport
                                  Plaza Shopping Center, by its sole general
                                  partner, as follows:

                                         CIF-Newport Plaza Associates, LLC, a
                                         Delaware limited liability company, by
                                         its sole member, as follows:

                                              Cedar Income Fund Partnership,
                                              L.P., a Delaware limited
                                              partnership, by its sole general
                                              partner, as follows:

                                                  Cedar Income Fund, Ltd., a
                                                  Maryland corporation

Attest: ___________________________               By: __________________________
        Stuart H. Widowski                            Brenda J. Walker
        Secretary                                     Vice President




























<PAGE>


STATE OF                                    )

                                            ) SS
COUNTY OF __________________                )

                  On this, the ___ day of _____________, 2003, before me a
Notary Public in and for the State and County aforesaid, personally appeared
Brenda J. Walker and Stuart H. Widowski, who acknowledged themselves to be the
Vice President and Secretary, respectively, of Cedar Income Fund, Ltd., a
Maryland corporation, the sole general partner of Cedar Income Fund Partnership,
L.P., a Delaware limited partnership, the sole member of CIF-Newport Plaza
Associates, LLC, a Delaware limited liability company, the sole general partner
of NEWPORT PLAZA ASSOCIATES, LP, a Delaware limited partnership, d/b/a Newport
Plaza Shopping Center, and that as such officers being authorized to do so,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation.

                  IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:





















<PAGE>


                                    EXHIBIT A
                                    ---------

                                Legal Description
                                -----------------


































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>25
<FILENAME>ex10-23.txt
<DESCRIPTION>EXHIBIT 10.23
<TEXT>
<PAGE>

                        GUARANTY AND SURETYSHIP AGREEMENT
                        ---------------------------------

                  THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Agreement") is
made this ___ day of _______________, 2003, by CEDAR INCOME FUND, LTD., a
Maryland corporation ("Cedar REIT"), and CEDAR INCOME FUND PARTNERSHIP, L.P., a
Delaware limited partnership ("Cedar Operating Partnership") (individually, a
"Guarantor" and, collectively, the "Guarantors"), in favor of CITIZENS BANK OF
PENNSYLVANIA, a Pennsylvania state chartered savings bank ("Lender").

                                   Background
                                   ----------

                  Newport Plaza Associates, L.P., a Delaware limited
partnership, d/b/a Newport Plaza Shopping Center ("Borrower"), and Lender have
entered into a certain Loan Agreement dated this date (as the same may be
amended, modified or supplemented, from time to time, the "Loan Agreement")
pursuant to which Lender has agreed to extend a certain credit facility to
Borrower in the principal amount of up to Five Million Five Hundred Thirty Five
Thousand Dollars ($5,535,000) ("Loan"), which Loan is evidenced by a certain
Promissory Note dated this date ("Note") executed by Borrower and made payable
to the order of Lender in the stated principal amount of the Loan. The Note is
secured, inter alia, by an Open-end Mortgage and Security Agreement dated this
date ("Mortgage") given by Borrower to Lender covering certain land and the
buildings and improvements thereon known as Newport Plaza located at U.S. Route
322 and Route 34 in Howe Township, Perry County, Pennsylvania (collectively, the
"Project").

                  The Loan Agreement, Note, Mortgage and all other documents
evidencing or securing the Loan are hereinafter sometimes referred to
individually as a "Loan Document" and collectively as the "Loan Documents", and
the Loan Documents are hereby incorporated herein by reference. Capitalized
terms used in this Agreement without definition shall have the same meanings
ascribed to those terms in the Loan Agreement.

                  Each Guarantor is an Affiliate of Borrower, and in such
capacity each Guarantor will be directly and materially benefitted by the making
of the Loan by Lender to Borrower.

                  Lender, as a condition to its agreement to make the Loan to
Borrower, and as a material inducement thereto, has required that Guarantors
execute this Agreement for all of the purposes hereinafter set forth.

                                    Agreement
                                    ---------

                  NOW THEREFORE, Guarantors, for and in consideration of the
Loan being made to Borrower, and intending to be legally bound, hereby covenant
and agree as follows:

                  1. The Guaranteed Obligations. Guarantors, each for itself and
its successors and assigns, hereby irrevocably, unconditionally, absolutely, and
jointly and severally, guarantee to Lender, and its successors, endorsees and
assigns, and become sureties for the prompt payment, compliance and performance
by Borrower of each of the following obligations of Borrower under the Loan
Documents (the payment, compliance and performance obligations hereunder
guaranteed by Guarantors are hereinafter collectively referred to as the
"Guaranteed Obligations"):








<PAGE>

                     (a) The payment of the principal amount of the Note to the
extent of, in the aggregate, One Million Eighty Thousand Dollars ($1,080,000)
("Specified Principal Guaranty Amount"), which Specified Principal Guaranty
Amount shall not be reduced by payments on account of the Note through regularly
scheduled payments of principal and/or interest, enforcement of remedies
following an Event of Default or from any other source until and then only to
the extent that either (i) the total principal balance of the Note is reduced to
less than the Specified Principal Guaranty Amount or (ii) Guarantors pay to
Lender the Specified Principal Guaranty Amount;

                     (b) The payment of all interest on the Loan;

                     (c) The payment of all Hedging Obligations; and

                     (d) The payment of all damages and/or losses suffered or
incurred by Lender in any way arising out of, resulting from or relating to any
one or more of the following: (i) any fraud or willful misrepresentation
committed by Borrower; (ii) any retention by Borrower of rental income, security
deposits, or similar income of the Project after an Event of Default has
occurred, to the extent of such retention (except to the extent applied to the
payment of principal and interest then due under the Loan); (iii) any real
property taxes or assessments accrued prior to Lender's acquisition of ownership
of the Project following an Event of Default; (iv) removal and failure to
replace any personal property securing the Loan, other than in the ordinary
course of Borrower's business; (v) misapplication of insurance or condemnation
proceeds relating to the Project; (vi) failure to maintain hazard or liability
insurance relating to the Project in accordance with the Loan Documents until
Lender acquires title to the Project by foreclosure or deed in lieu of
foreclosure; (vii) the presence of any Hazardous Substances (as that term is
defined in the Environmental Agreement) which may affect the Project or any
misrepresentation or breach of any covenants or indemnities by Borrower set
forth in any of the Loan Documents with respect to Hazardous Substances,
including without limitation those set forth in the Environmental Agreement;
(viii) any transfer of the Project or any portion thereof without prior written
consent of Lender; (ix) any indebtedness secured by a mortgage covering the
Project other than the Loan; (x) the commencement of any bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution, liquidation or
receivership proceedings instituted by or against Borrower or either Guarantor
unless such proceedings are withdrawn, dismissed or discharged within sixty (60)
days; (xi) any defense, counterclaim or other effort by or on behalf of Borrower
to contest, defend or delay mortgage foreclosure proceedings or acquisition of a
deed in lieu of foreclosure by Lender following the occurrence of an Event of
Default, provided that, if such Event of Default is not the result of the
failure to make a payment of principal or interest under the Loan when due,
there shall be no personal liability if any such defense or counterclaim
succeeds on its merits as a result of which there is no recovery by Lender; and
(xii) all fees and costs, including reasonable attorneys fees, incurred in
enforcing and collecting under this Agreement.

The Guaranteed Obligations set forth in this Section 1 are separate and
independent of each other, and the payment, compliance and performance of one or
more of such Guaranteed Obligations shall not constitute the payment, compliance
or performance on account of or with respect to any other of such Guaranteed
Obligations.





                                       -2-
<PAGE>

                  2. Guaranteed Obligations Absolute and Unconditional. This
Agreement shall constitute an agreement of suretyship as well as of guaranty and
shall constitute an absolute and unconditional undertaking by each Guarantor
with respect to the payment and performance of the Guaranteed Obligations by
Borrower. The liability of Guarantors hereunder shall be joint and several and
direct and may be enforced without Lender being required to resort to any other
right, remedy or security, and this Agreement shall be enforceable against each
Guarantor, its successors and assigns, without the necessity of any notice of
acceptance of this Agreement or of Lender's intention to act in reliance hereon,
or of any loan to or other transaction between any Lender and Borrower, or of
any default by Borrower, all of which Guarantors hereby expressly waive. If any
portion of the Guaranteed Obligations is paid by one Guarantor (and so long as
such payment or the benefit thereof to Lender is not recovered, revoked or
otherwise eliminated or reduced), then the amount of Guaranteed Obligations
collectible from both Guarantors, jointly and severally, shall be reduced by the
amount of such payment.

                  3. Further Undertakings.

                     (a) Each Guarantor hereby expressly:

                         (i) Agrees that the validity of this Agreement shall in
no way be terminated, affected or impaired by reason of the assertion or the
failure to assert by Lender against Borrower, or its successors or assigns, of
any of the rights or remedies reserved pursuant to the Note, the Mortgage or any
other Loan Document or otherwise available to Lender at law or in equity,
including, without limitation, the remedy of foreclosure available under the
Mortgage;

                         (ii) Waives any right which such Guarantor might
otherwise have under any statute, rule of law or practice or custom to require
Lender to take any action against Borrower or to proceed against or exhaust any
security held by Lender before proceeding against such Guarantor;

                         (iii) Except as may be otherwise specifically provided
in this Agreement or any other Loan Documents, waives any notice of (A) any
presentment, demand, protest, notice of protest and of dishonor, notices of
default and all other notices with respect to any of the Guaranteed Obligations,
and (B) the commencement or prosecution of any enforcement proceeding, including
any proceeding in any court, against Borrower or any other person or entity with
respect to any of the Guaranteed Obligations;

                         (iv) Agrees that any failure by Lender to exercise any
right hereunder shall not be construed as a waiver of the right to exercise the
same or any other right at any other time and from time to time thereafter; and






                                       -3-
<PAGE>

                         (v) Agrees that Lender shall have and may exercise all
rights, privileges and remedies available to it hereunder and at law or in
equity with respect to this Agreement, all at the cost of Guarantors.

                     (b) Until all of the Guaranteed Obligations are completely
fulfilled and each and every one of the terms, covenants, and conditions of this
Agreement are fully performed, the liability of Guarantors under this Agreement
shall not be released, discharged or in any way impaired by:

                         (i) Any amendment or modification of or supplement to
or extension or renewal of the Loan Agreement, Note or any other Loan Document,
or any agreements made or to be made between Lender and Borrower with respect to
any of the Guaranteed Obligations;

                         (ii) Any exercise or non-exercise by Lender of any
right, power, remedy or privilege under or with respect to the Loan Agreement,
Note or any other Loan Document or this Agreement or any waiver, consent or
approval by Lender with respect to any of the covenants, terms, conditions or
agreements contained in the Note or any other Loan Document, or any indulgence,
forbearance or extension of time for performance or observance allowed to
Borrower by Lender from time to time and for any length of time;

                         (iii) Any bankruptcy, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or similar proceeding
relating to Borrower or its successors or assigns, or any of its properties;

                         (iv) Any transfer by Borrower of any of Borrower's
interest in the Project; or

                         (v) Any act or circumstances which might, but for the
terms and provisions of this Section 3, be deemed a legal or equitable discharge
of either Guarantor.

                  (c) Each Guarantor hereby expressly waives, to the fullest
extent permitted by law, and surrenders any defenses to such Guarantor's
liability hereunder based upon any of the foregoing acts, omissions, agreements,
or waivers by Lender, it being the purpose and intent of this Agreement that the
obligations of Guarantors hereunder are absolute and unconditional.

                  (d) Each Guarantor hereby further agrees and consents that
Lender may, without affecting the liability of such Guarantor hereunder:

                         (i) Exchange or surrender any property pledged by
Borrower or any other surety or accept additional security for the Guaranteed
Obligations or any of them;

                         (ii) Renew and change the terms of any of Borrower's
liabilities;







                                       -4-
<PAGE>

                         (iii) Waive any of Lender's rights or remedies against
Borrower or any other surety for the above liabilities;

                         (iv) Release, substitute or add any one or more
sureties; or

                         (v) Proceed against either or both Guarantors without
first resorting to, utilizing or invoking the remedies available against
Borrower under the Loan Documents whether at law or in equity. No enforcement of
rights and remedies under this Agreement or any of the Loan Documents shall
constitute an irrevocable election of remedies by Lender. Lender shall not be
obligated to marshall remedies or assets as a condition to enforcing the
liabilities incurred hereunder against either or both Guarantors. The liability
of Guarantors hereunder shall be joint and several and in addition to that
stated in any other guaranty or suretyship agreement, if any, heretofore or
hereafter delivered to Lender.

                     (e) Each Guarantor hereby grants to Lender a continuing
lien, security interest and right of setoff as security for all liabilities and
obligations to Lender whether now existing or hereafter arising, upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Lender. At any time after an
Event of Default, without demand or notice (any such notice being expressly
waived by such Guarantor), Lender may setoff the same or any part thereof and
apply the same to any liability or obligation of such Guarantor even though
unmatured and regardless of the adequacy of any other collateral securing the
Loan. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING
ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF
SUCH GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

                  4. Liabilities Not Affected.

                     (a) This Agreement shall be a continuing, absolute, and
unconditional guaranty regardless of the validity, regularity, enforceability,
or legality of (i) any of the Guaranteed Obligations, (ii) any collateral
securing the Guaranteed Obligations, or (iii) any term of any document
evidencing or relating to any of the Guaranteed Obligations, including, but not
limited to, the Loan Documents. In the event that for any reason one or more of
the provisions of this Agreement or their application to any person or
circumstance shall be held to be invalid, illegal, or unenforceable in any
respect or to any extent, such provisions shall nevertheless remain valid,
legal, and enforceable in all other respects and to such extent as may be
permissible, and such invalidity, illegality, or unenforceability shall not
affect any other provision hereof.

                     (b) No exercise or non-exercise by Lender of any rights
given to Lender under the Loan Documents, no dealing by Lender with Guarantors
or either of them or any other surety, Borrower or any other person, and no
change, impairment, release or suspension of any right or remedy of Lender
against any person or entity, including Borrower and any other surety, shall in
any way affect any of the obligations of either Guarantor hereunder or any
security furnished by either Guarantor, give either Guarantor any recourse or
offset against Lender or be construed as a waiver of the right to exercise the
same or any other right at any time and from time to time thereafter.







                                       -5-
<PAGE>

                     (c) If Lender has exculpated Borrower from personal
liability in whole or in part and/or agreed to look solely to the Project for
the satisfaction of Borrower's obligations under the Loan Documents, said
exculpation and agreement shall not affect the obligations of either Guarantor
hereunder, it being understood that each Guarantor's obligations hereunder are
independent of the obligations of Borrower and are to be construed as if no such
exculpation or agreement had been given to Borrower by Lender. It is further
understood and agreed that if any such exculpation or agreement has been or at
any time hereafter is given to Borrower, Lender has done or will do so in
reliance upon the agreements of Guarantors expressed herein.

                     (d) This Agreement and Guarantors' payment obligations
hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time payment of any of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned by Lender, all as though such payments had not
been made. Lender's good faith determination as to whether a payment must be
restored or returned shall be binding on Guarantors.

                  5. Subordination. All existing and future obligations or
indebtedness of Borrower to either Guarantor and the right of such Guarantor to
withdraw any capital invested by such Guarantor in Borrower is hereby
subordinated to the Guaranteed Obligations. Such subordinated indebtedness and
capital shall not be paid or withdrawn in whole or in part nor will such
Guarantor accept any payment of or on account of any such indebtedness or as a
withdrawal of capital, without the prior written consent of Lender at any time
during the continuance of an Event of Default, and at Lender's request at any
time after the occurrence and during the continuance of an Event of Default such
Guarantor shall cause Borrower to pay to Lender all or any part of such
subordinated indebtedness and any capital which such Guarantor is entitled to
withdraw to the extent such subordinated indebtedness or capital has not already
been paid or distributed to Guarantors in compliance with the Loan Agreement.
Subject to the terms and provisions of the Loan Agreement, so long as no Event
of Default has occurred and is continuing, each Guarantor shall have the right
to receive payments of any such subordinated indebtedness and shall have the
right to receive dividends, distributions, payments, capital withdrawals and the
like. Any payment by Borrower in violation of this Agreement shall be received
by Guarantors in trust for Lender, and Guarantors shall cause the same to be
paid to Lender immediately on account of the indebtedness of Borrower to Lender.

                  6. Claims in Bankruptcy. Each Guarantor shall file in any
bankruptcy or other proceeding in which the filing of claims is required by law
all claims which such Guarantor may have against Borrower relating to any
indebtedness of Borrower to such Guarantor and hereby assigns to Lender all
rights of such Guarantor thereunder. If such Guarantor does not file any such
claim, Lender, as attorney-in-fact for each Guarantor, is hereby authorized to
do so in the name of such Guarantor or, in Lender's discretion, to assign the
claim to a nominee and to cause proof of claim to be filed in the name of
Lender's nominee. The foregoing power of attorney is coupled with an interest
and cannot be revoked. Lender or its nominee shall have the sole right to accept
or reject any plan proposed in such proceeding and to take any other action
which a party filing a claim is entitled to do. In all such cases, whether in
administration, bankruptcy or otherwise, the person or persons authorized to pay
such claim shall pay to Lender the amount payable on such claim and, to the full
extent necessary for that purpose, each Guarantor hereby assigns to Lender all
rights to any such payments or distributions to which such Guarantor would
otherwise be entitled; provided, however, that such Guarantor's obligations
hereunder shall not be satisfied except to the extent that Lender receive cash
or property acceptable to Lender by reason of any such payment or distribution.
If Lender receives anything hereunder other than cash or property acceptable to
Lender, the same shall be held as collateral for amounts due under this
Agreement.






                                       -6-
<PAGE>

                  7. No Subrogation.

                     (a) Nothing herein contained is intended or shall be
construed to give either Guarantor any right of subrogation in or under the Note
or any other Loan Document or any right to participate in any way therein,
notwithstanding any payments made or obligations performed by such Guarantor
pursuant to this Agreement, until all of the Guaranteed Obligations have been
paid and performed and all preference and other periods (collectively, the
"Recapture Periods") during which any bankruptcy or other court, Governmental
Authority or Person could have any right to recover, revoke or otherwise
eliminate or reduce the benefit to Lender of the payment and performance of the
Guaranteed Obligations (collectively, the "Recapture Rights") have expired with
no Recapture Rights having been asserted.

                     (b) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES AND RELEASES
ANY AND ALL RIGHTS IT MAY HAVE AT ANY TIME (WHETHER ARISING DIRECTLY OR
INDIRECTLY, BY OPERATION OF LAW, CONTRACT OR OTHERWISE) (i) TO ASSERT ANY CLAIM
AGAINST BORROWER OR ANY OTHER PERSON, OR AGAINST ANY DIRECT OR INDIRECT SECURITY
FOR THE LOAN, ON ACCOUNT OF PAYMENTS MADE OR OBLIGATIONS PERFORMED UNDER OR
PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL RIGHTS OF
SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION OR INDEMNITY, UNTIL ALL OF
THE GUARANTEED OBLIGATIONS HAVE BEEN PAID AND PERFORMED AND THE RECAPTURE
PERIODS HAVE EXPIRED WITH NO RECAPTURE RIGHTS HAVING BEEN ASSERTED, (ii) TO
REQUIRE THE MARSHALLING OF ANY ASSETS OF BORROWER, WHICH RIGHT OF MARSHALLING
MIGHT OTHERWISE ARISE FROM PAYMENTS MADE OR OBLIGATIONS PERFORMED UNDER OR
PURSUANT TO THIS AGREEMENT, AND (iii) SUBJECT TO SUBSECTION (a) HEREOF, THAT
WOULD RESULT IN SUCH GUARANTOR BEING DEEMED A "CREDITOR" OF BORROWER OR ANY
OTHER PERSON UNDER THE UNITED STATES BANKRUPTCY CODE BY REASON OF ANY PAYMENT
MADE OR DEBT OWED UNDER THIS GUARANTY OR OTHERWISE IN CONNECTION WITH THE LOAN.

                  8. Default and Remedies.

                     (a) Each of the following, at the option of Lender, shall
constitute an "Event of Default" hereunder: (i) If an Event of Default occurs
under and as defined in any Loan Document, or (ii) if either Guarantor fails to
perform in any material respect any of the terms, conditions or covenants
contained herein within eight (8) days following written demand as to any
obligation relating to the payment of money (provided, however, that such demand
shall not be required in more than two (2) consecutive months, or three (3)
months in the aggregate, in any calendar year) or thirty (30) days following
written demand as to any other obligation (provided that, if such default cannot
reasonably be cured within such thirty (30) day period but Guarantors undertake
to cure such default within such thirty (30) day period, such thirty (30) day
period shall be extended to sixty (60) days), or (iii) if any representation or
warranty made by either Guarantor herein or in writing in connection herewith is
false or misleading in any material adverse respect when made, or (iv) if by
decree of a court of competent jurisdiction, either Guarantor shall be
adjudicated bankrupt or insolvent, or either Guarantor's property shall have
been sequestered, and such decree shall have continued undischarged and unstayed
for ninety (90) days after the entry thereof, or if any proceedings under the
Federal Bankruptcy Code or any similar statute applicable to either Guarantor,
as now or hereafter in effect, shall be instituted against either Guarantor and
be consented to by the respondent or any order for relief shall be entered in
such proceeding or such proceeding shall not be dismissed within ninety (90)
days after such filing, or if either Guarantor shall institute any such
proceeding against either Guarantor under any such law, or if either Guarantor
shall make an assignment for the benefit of creditors or shall admit in writing
an inability to pay debts generally as they become due or shall consent to the
appointment of a receiver or liquidator or trustee of either Guarantor or of all
or any part of its property.





                                       -7-
<PAGE>

                     (b) If any Event of Default occurs hereunder, Lender,
without any further demand or proceeding against Borrower, (A) may forthwith
recover from either or both Guarantors in the aggregate the full amount of any
liability hereunder; and (B) may sell all or any part of any property held as
security hereunder on any exchange or at public or private sale at its option at
any time or times without advertisement or demand upon or notice to either
Guarantor (all of which are hereby waived), except such notice as is required by
applicable statute and cannot be waived, with the right on the part of Lender or
its nominee, to become the purchaser thereof at such sale (unless prohibited by
statute), free from any equity of redemption and from all other claims.

                     (c) If an Event of Default occurs hereunder, each Guarantor
shall, in addition to all other liabilities hereunder, be liable to Lender for
all costs and expenses, including reasonable attorney's fees and court costs,
incurred by Lender in enforcing this Agreement, and any judgment entered against
either Guarantor pursuant to this Agreement shall bear interest until paid at
the Default Rate and not at the statutory rate of interest after judgment and
shall be collectible as part of any judgment hereunder.

                     (d) THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF
ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTORS. IN GRANTING THIS WARRANT OF
ATTORNEY, EACH GUARANTOR HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND ON
THE ADVICE OF HIS SEPARATE COUNSEL, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS
WITH RESPECT TO SUCH WARRANT AND ANY EXECUTION THEREON THAT SUCH GUARANTOR MAY
HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE CONSTITUTION AND
LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.







                                       -8-
<PAGE>

EACH GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF
RECORD, OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA OR ELSEWHERE, TO APPEAR FOR SUCH GUARANTOR AT ANY TIME OR TIMES
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT HEREUNDER, IN ANY SUCH COURT IN
ANY ACTION BROUGHT AGAINST SUCH GUARANTOR BY LENDER WITH RESPECT TO THE
AGGREGATE AMOUNT PAYABLE HEREUNDER, WITH OR WITHOUT DECLARATION FILED, AS OF ANY
TERM, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST SUCH GUARANTOR FOR ALL
SUMS PAYABLE BY SUCH GUARANTOR TO LENDER HEREUNDER, AS EVIDENCED BY AN AFFIDAVIT
SIGNED BY A DULY AUTHORIZED DESIGNEE OF LENDER SETTING FORTH SUCH AMOUNT THEN
DUE FROM SUCH GUARANTOR TO LENDER, TOGETHER WITH REASONABLE ATTORNEY'S FEES,
WITH COSTS OF SUIT, RELEASE OF PROCEDURAL ERRORS. IF A COPY OF THIS AGREEMENT,
VERIFIED BY AFFIDAVIT, SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE
NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY. EACH GUARANTOR WAIVES
THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR
HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO
BRING ANY ACTION OR CONFESS JUDGMENT THEREIN SHALL BE DEEMED TO EXHAUST THE
POWER, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME
TO TIME AS OFTEN AS LENDER SHALL ELECT UNTIL ALL AMOUNTS PAYABLE TO LENDER
HEREUNDER SHALL HAVE BEEN PAID IN FULL.

                  9. WAIVER OF JURY TRIAL. EACH GUARANTOR AND LENDER (BY
ACCEPTANCE OF THIS AGREEMENT) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF LENDER RELATING TO THE
ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH
GUARANTOR HEREBY WAIVES ANY RIGHT HE MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH GUARANTOR CERTIFIES
THAT NO REPRESENTATIVE, LENDER OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER
TO ACCEPT THIS AGREEMENT AND MAKE THE LOAN.





                                       -9-
<PAGE>

                  10. Cumulative Remedies. The rights, powers and remedies of
Lender hereunder and under any other agreement now or at any time hereafter in
force between Lender and Guarantors shall be cumulative and not alternative and
shall be in addition to all rights, powers and remedies given to Lender by law.
Each and every default in the performance of this Agreement shall give rise to a
separate cause of action and separate suits may be brought as each such cause of
action arises and matures.

                  11. Jurisdiction. etc. Each Guarantor hereby unconditionally
and irrevocably (a) subjects itself to the jurisdiction of the courts of the
Commonwealth of Pennsylvania and any federal courts sitting in either such State
in connection with any action, suit or proceeding under or relating to, or to
enforce any of the provisions of, this Agreement, (b) waives, to the extent
permitted by law, any right (i) to obtain a change in venue from any such court
in any such action, suit or proceeding, and (ii) to trial by jury in any such
action, suit or proceeding, and (c) agrees to service of process by certified
mail, return receipt requested, postage prepaid to his address set forth in
Section 14 of this Agreement. Each Guarantor irrevocably agrees that service of
process in accordance with the foregoing sentence shall be deemed in every
respect effective and valid personal service of process upon such Guarantor. The
provisions of this Section 11 shall not limit or otherwise affect the right of
Lender to institute and conduct an action in any other appropriate manner,
jurisdiction or court.

                  12. Advice of Counsel. Each Guarantor hereby confirms actual
and full knowledge and acceptance of the terms and provisions of the Loan
Documents and this Agreement, as to all of which such Guarantor further
acknowledges that such Guarantor has received the advice of counsel. Each
Guarantor hereby confirms to Lender that the Loan is and will be of direct
interest, benefit and advantage to such Guarantor.

                  13. Representations. Warranties and Covenants. Each Guarantor
represents, warrants and covenants to and with Lender that:

                     (a) This Agreement has been duly authorized, executed and
delivered by such Guarantor, and such execution and delivery will not conflict
with or result in a breach of or constitute a default under any instrument to
which such Guarantor is a party or by which such Guarantor, or such Guarantor's
property, is bound, or violate any applicable provision of law or any judgment,
order, writ, injunction, decree, rule or regulation of any court, administrative
agency or other governmental agency or authority, and this Agreement constitutes
the valid and binding obligation of such Guarantor and is enforceable in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency or similar laws of general application affecting the
enforcement of creditors' rights generally.

                     (b) There is no suit, action, proceeding or investigation
pending or, to the actual knowledge of such Guarantor, threatened against or
affecting such Guarantor, before or by any court, administrative agency or other
governmental authority the result of which would materially adversely affect
such Guarantor's ability to perform his obligations under this Guaranty.







                                      -10-
<PAGE>

                     (c) The financial statements of such Guarantor heretofore
delivered to Lender are true and correct in all material respects and fairly
represent the financial condition of such Guarantor as of the date thereof and
for the period shown thereon; no material adverse change has thereafter occurred
in the financial condition reflected thereon; and the assets shown on the
financial statements are wholly owned by such Guarantor as shown, and are not
jointly owned with any other person or entity except as otherwise stated in the
financial statements.

                     (d) Such Guarantor will deliver to Lender or cause Borrower
to deliver to Lender, as and when due, the financial statements and copies of
tax returns of such Guarantor required by Section 7.1 the Loan Agreement.

                     (e) Guarantors, collectively, possess a Net Worth of at
least Thirteen Million Dollars ($13,000,000) and Liquid Assets of at least One
Million Dollars ($1,000,000), each on a consolidated basis.

                     (f) Such Guarantor will notify Lender promptly of any
material adverse change in such Guarantor's financial condition as shown on the
financial statement most recently delivered to Lender such that any covenant
contained in Section 7.2 of the Loan Agreement is no longer true and correct.

                     (g) Such Guarantor agrees that he shall not take any action
which would cause a violation of the financial covenants in Section 7.2 of the
Loan Agreement.

                     (h) Except as may be otherwise permitted in the Loan
Agreement, such Guarantor will not sell, lease, transfer, pledge, encumber, or
otherwise dispose of any substantial part or amount of such Guarantor's assets,
real or personal, or any interest therein, without the prior written consent of
Lender, unless for reasonably fair value.

                     (i) Promptly upon becoming aware thereof, such Guarantor
shall give Lender notice of (i) the commencement, existence or threat of any
proceeding or investigation by or before any governmental authority against or
affecting such Guarantor or any of its Affiliates which, if adversely decided,
would have a material adverse affect on the business operations, condition
(financial or otherwise) or prospects of such Guarantor or on his ability to
perform its obligations hereunder or (ii) any material adverse change in the
business operations, condition (financial or otherwise) or prospects of such
Guarantor.

                  14. Notices. Unless otherwise expressly provided under this
Agreement all notices, requests, demands, directions and other communications
(collectively "notices") given to or made upon any party under the provisions of
this Agreement (and unless otherwise specified, in each other Loan Document)
shall be in writing and shall be delivered by hand, nationally recognized
overnight courier or U.S. mail (certified, return receipt requested) to the
respective parties at the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:






                                      -11-
<PAGE>

                           If to Guarantors:

                           Cedar Income Fund, Ltd.
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention: Leo S. Ullman

                           with a copy to

                           Stuart H. Widowski, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           Cedar Income Fund Partnership, L.P.,
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention: Leo S. Ullman

                           with a copy to:

                           Stuart H. Widowski, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           If to Lender:

                           Citizens Bank Of Pennsylvania
                           2001 Market Street, 6th Floor
                           Philadelphia, Pennsylvania  19103-7053
                           Attention:  Mr. Robert L. Schopf

                                             Vice President

                           with a copy to:

                           Pepper Hamilton LLP
                           400 Berwyn Park
                           899 Cassatt Road
                           Berwyn, Pennsylvania  19312

                           Attention:  David H. Huggler, Esq.








                                      -12-
<PAGE>

All notices shall, except as otherwise expressly provided in this Agreement, be
effective (a) in the case of hand-delivered notice, when hand delivered, (b) if
given by U.S. mail, upon delivery or, if delivery is refused, on the date
delivery is first attempted, and (c) if given by any other means (including by
air courier), when delivered.

                  15. Miscellaneous.

                     (a) All understandings, representations. and agreements
heretofore made or exchanged between Guarantors and Lender with respect to the
subject matter hereof are merged into this Agreement, which alone, fully,
completely, and integrally, expresses the understanding of Guarantors and Lender
concerning the subject matter hereof.

                     (b) No modification of this Agreement shall be effective
unless in writing and signed by an authorized officer of Lender.

                     (c) This Agreement shall be binding upon each Guarantor,
its successors and assigns, and shall inure to the benefit of Lender, its
successors and assigns, including, but not limited to, any assignee to which any
Lender shall assign any of its interests in the Loan Documents.

                     (d) For purposes of this Agreement, the neuter gender shall
be deemed to include the masculine and feminine genders and the singular shall
be deemed to include the plural, as the context may require.

                     (e) This Agreement shall be construed in accordance with
and governed in all respects by the laws of the Commonwealth of Pennsylvania.

                     (f) This Agreement may be executed in any number of
counterparts, each of which shall be an original, and such counterparts together
shall constitute one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




























                                      -13-
<PAGE>



                  IN WITNESS WHEREOF, Guarantors have duly executed this
Agreement, under seal, on the date first written above.

                                             CEDAR INCOME FUND, LTD., a Maryland
                                             corporation

Attest:  ______________________              By:________________________________
         Stuart H. Widowski                     Brenda J. Walker
         Secretary                              Vice President


                                             CEDAR INCOME FUND PARTNERSHIP,
                                             L.P., a Delaware limited
                                             partnership, by its sole general
                                             partner, as follows:


                                             Cedar Income Fund, Ltd.

                                             By:________________________________
                                                Brenda J. Walker
                                                Vice President























<PAGE>


STATE OF                                    )

                                            ) SS
COUNTY OF __________________                )

                  On this, the ___ day of _____________, 2003, before me a
Notary Public in and for the State and County aforesaid, personally appeared
Brenda J. Walker and Stuart H. Widowski, who acknowledged themselves to be the
Vice President and Secretary, respectively, of CEDAR INCOME FUND, LTD., a
Maryland corporation, and that as such officers being authorized to do so,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation.

                  IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:

STATE OF                                    )

                                            ) SS
COUNTY OF __________________                )

                  On this, the ___ day of _____________, 2003, before me a
Notary Public in and for the State and County aforesaid, personally appeared
Brenda J. Walker, who acknowledged herself to be the Vice President of Cedar
Income Fund, Ltd., a Maryland corporation, the sole general partner of CEDAR
INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership, and that as such
officer being authorized to do so, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation, as sole
general partner of the partnership.

                  IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:

















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>26
<FILENAME>ex10-24.txt
<DESCRIPTION>EXHIBIT 10.24
<TEXT>
<PAGE>

Date: 10 February 2003


Newport 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: CMD00075
                      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                                      Newport 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:                                   6202093165
         Account Name:                                     Newport 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:
Newport 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



Newport Plaza Associates, L.P.



By:___________________________

Name:
Title:












<PAGE>


SCHEDULE A - CMD00075



Calculation Period                                         Notional Amount (USD)

   10 February 2003         to         06 March 2003          3,635,000.00
     06 March 2003          to         06 April 2003          3,628,995.55
     06 April 2003          to          06 May 2003           3,622,991.10
      06 May 2003           to          06 June 2003          3,616,986.65
     06 June 2003           to          06 July 2003          3,610,982.20
     06 July 2003           to         06 August 2003         3,604,977.75
    06 August 2003          to       06 September 2003        3,598,973.30
   06 September 2003        to        06 October 2003         3,592,968.85
    06 October 2003         to        06 November 2003        3,586,964.40
   06 November 2003         to        06 December 2003        3,580,959.95
   06 December 2003         to        06 January 2004         3,574,955.50
    06 January 2004         to        06 February 2004        3,568,951.05
   06 February 2004         to         06 March 2004          3,562,946.60
     06 March 2004          to         06 April 2004          3,556,942.15
     06 April 2004          to          06 May 2004           3,550,937.70
      06 May 2004           to          06 June 2004          3,544,933.25
     06 June 2004           to          06 July 2004          3,538,928.80
     06 July 2004           to         06 August 2004         3,532,924.35
    06 August 2004          to       06 September 2004        3,526,919.90
   06 September 2004        to        06 October 2004         3,520,915.45
    06 October 2004         to        06 November 2004        3,514,911.00
   06 November 2004         to        06 December 2004        3,508,906.55
   06 December 2004         to        06 January 2005         3,502,902.10
    06 January 2005         to        06 February 2005        3,496,897.65
   06 February 2005         to         06 March 2005          3,490,893.20
     06 March 2005          to         06 April 2005          3,484,888.75
     06 April 2005          to          06 May 2005           3,478,884.30
      06 May 2005           to          06 June 2005          3,472,879.85
     06 June 2005           to          06 July 2005          3,466,875.40
     06 July 2005           to         06 August 2005         3,460,870.95
    06 August 2005          to       06 September 2005        3,454,866.50
   06 September 2005        to        06 October 2005         3,448,862.05
    06 October 2005         to        06 November 2005        3,442,857.60
   06 November 2005         to        06 December 2005        3,436,853.15
   06 December 2005         to        06 January 2006         3,430,848.70
    06 January 2006         to        06 February 2006        3,424,844.25
   06 February 2006         to         06 March 2006          3,418,839.80
     06 March 2006          to         06 April 2006          3,412,835.35
     06 April 2006          to          06 May 2006           3,406,830.90


<PAGE>


SCHEDULE A - CMD00075



Calculation Period                                     Notional Amount (USD)

       06 May 2006       to      06 June 2006               3,400,826.45
      06 June 2006       to      06 July 2006               3,394,822.00
      06 July 2006       to     06 August 2006              3,388,817.55
     06 August 2006      to    06 September 2006            3,382,813.10
    06 September 2006    to     06 October 2006             3,376,808.65
     06 October 2006     to    06 November 2006             3,370,804.20
    06 November 2006     to    06 December 2006             3,364,799.75
    06 December 2006     to     06 January 2007             3,358,795.30
     06 January 2007     to    06 February 2007             3,352,790.85
    06 February 2007     to      06 March 2007              3,346,786.40
      06 March 2007      to      06 April 2007              3,340,781.95
      06 April 2007      to       06 May 2007               3,334,777.50
       06 May 2007       to      06 June 2007               3,328,773.05
      06 June 2007       to      06 July 2007               3,322,768.60
      06 July 2007       to     06 August 2007              3,316,764.15
     06 August 2007      to    06 September 2007            3,310,759.70
    06 September 2007    to     06 October 2007             3,304,755.25
     06 October 2007     to    06 November 2007             3,298,750.80
    06 November 2007     to    06 December 2007             3,292,746.35
    06 December 2007     to     06 January 2008             3,286,741.90
     06 January 2008     to    06 February 2008             3,280,737.45
    06 February 2008     to      06 March 2008              3,274,733.00
      06 March 2008      to      06 April 2008              3,268,728.55
      06 April 2008      to       06 May 2008               3,262,724.10
       06 May 2008       to      06 June 2008               3,256,719.65
      06 June 2008       to      06 July 2008               3,250,715.20
      06 July 2008       to     06 August 2008              3,244,710.75
     06 August 2008      to    06 September 2008            3,238,706.30
    06 September 2008    to     06 October 2008             3,232,701.85
     06 October 2008     to    06 November 2008             3,226,697.40
    06 November 2008     to    06 December 2008             3,220,692.95
    06 December 2008     to     06 January 2009             3,214,688.50
     06 January 2009     to    06 February 2009             3,208,684.05
    06 February 2009     to      06 March 2009              3,202,679.60
      06 March 2009      to      06 April 2009              3,196,675.15
      06 April 2009      to       06 May 2009               3,190,670.70
       06 May 2009       to      06 June 2009               3,184,666.25
      06 June 2009       to      06 July 2009               3,178,661.80
      06 July 2009       to     06 August 2009              3,172,657.35


<PAGE>


SCHEDULE A - CMD00075



Calculation Period                                       Notional Amount (USD)

     06 August 2009      to    06 September 2009             3,166,652.90
    06 September 2009    to     06 October 2009              3,160,648.45
     06 October 2009     to    06 November 2009              3,154,644.00
    06 November 2009     to    06 December 2009              3,148,639.55
    06 December 2009     to     06 January 2010              3,142,635.10
     06 January 2010     to    06 February 2010              3,136,630.65


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>27
<FILENAME>ex10-25.txt
<DESCRIPTION>EXHIBIT 10.25
<TEXT>
<PAGE>



Date: 11 February 2003


Newport 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: CMD00077
                      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                                      Newport 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:                              6202093165
         Account Name:                                Newport 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:
Newport 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



Newport Plaza Associates, L.P.


By:___________________________

Name:
Title:


<PAGE>


SCHEDULE A - CMD00077



Calculation Period                                       Notional Amount (USD)

   10 February 2003         to         06 March 2003         300,000.00
     06 March 2003          to         06 April 2003         299,504.45
     06 April 2003          to          06 May 2003          299,008.90
      06 May 2003           to          06 June 2003         298,513.35
     06 June 2003           to          06 July 2003         298,017.80
     06 July 2003           to         06 August 2003        297,522.25
    06 August 2003          to       06 September 2003       297,026.70
   06 September 2003        to        06 October 2003        296,531.15
    06 October 2003         to        06 November 2003       296,035.60
   06 November 2003         to        06 December 2003       295,540.05
   06 December 2003         to        06 January 2004        295,044.50
    06 January 2004         to        06 February 2004       294,548.95
   06 February 2004         to         06 March 2004         294,053.40
     06 March 2004          to         06 April 2004         293,557.85
     06 April 2004          to          06 May 2004          293,062.30
      06 May 2004           to          06 June 2004         292,566.75
     06 June 2004           to          06 July 2004         292,071.20
     06 July 2004           to         06 August 2004        291,575.65
    06 August 2004          to       06 September 2004       291,080.10
   06 September 2004        to        06 October 2004        290,584.55
    06 October 2004         to        06 November 2004       290,089.00
   06 November 2004         to        06 December 2004       289,593.45
   06 December 2004         to        06 January 2005        289,097.90
    06 January 2005         to        06 February 2005       288,602.35
   06 February 2005         to         06 March 2005         288,106.80
     06 March 2005          to         06 April 2005         287,611.25
     06 April 2005          to          06 May 2005          287,115.70
      06 May 2005           to          06 June 2005         286,620.15
     06 June 2005           to          06 July 2005         286,124.60
     06 July 2005           to         06 August 2005        285,629.05
    06 August 2005          to       06 September 2005       285,133.50
   06 September 2005        to        06 October 2005        284,637.95
    06 October 2005         to        06 November 2005       284,142.40
   06 November 2005         to        06 December 2005       283,646.85
   06 December 2005         to        06 January 2006        283,151.30
    06 January 2006         to        06 February 2006       282,655.75
   06 February 2006         to         06 March 2006         282,160.20
     06 March 2006          to         06 April 2006         281,664.65
     06 April 2006          to          06 May 2006          281,169.10


<PAGE>


SCHEDULE A - CMD00077


Calculation Period                                         Notional Amount (USD)

       06 May 2006       to       06 June 2006                   280,673.55
      06 June 2006       to       06 July 2006                   280,178.00
      06 July 2006       to      06 August 2006                  279,682.45
     06 August 2006      to    06 September 2006                 279,186.90
    06 September 2006    to     06 October 2006                  278,691.35
     06 October 2006     to     06 November 2006                 278,195.80
    06 November 2006     to     06 December 2006                 277,700.25
    06 December 2006     to     06 January 2007                  277,204.70
     06 January 2007     to     06 February 2007                 276,709.15
    06 February 2007     to      06 March 2007                   276,213.60
      06 March 2007      to      06 April 2007                   275,718.05
      06 April 2007      to       06 May 2007                    275,222.50
       06 May 2007       to       06 June 2007                   274,726.95
      06 June 2007       to       06 July 2007                   274,231.40
      06 July 2007       to      06 August 2007                  273,735.85
     06 August 2007      to    06 September 2007                 273,240.30
    06 September 2007    to     06 October 2007                  272,744.75
     06 October 2007     to     06 November 2007                 272,249.20
    06 November 2007     to     06 December 2007                 271,753.65
    06 December 2007     to     06 January 2008                  271,258.10
     06 January 2008     to     06 February 2008                 270,762.55
    06 February 2008     to      06 March 2008                   270,267.00
      06 March 2008      to      06 April 2008                   269,771.45
      06 April 2008      to       06 May 2008                    269,275.90
       06 May 2008       to       06 June 2008                   268,780.35
      06 June 2008       to       06 July 2008                   268,284.80
      06 July 2008       to      06 August 2008                  267,789.25
     06 August 2008      to    06 September 2008                 267,293.70
    06 September 2008    to     06 October 2008                  266,798.15
     06 October 2008     to     06 November 2008                 266,302.60
    06 November 2008     to     06 December 2008                 265,807.05
    06 December 2008     to     06 January 2009                  265,311.50
     06 January 2009     to     06 February 2009                 264,815.95
    06 February 2009     to      06 March 2009                   264,320.40
      06 March 2009      to      06 April 2009                   263,824.85
      06 April 2009      to       06 May 2009                    263,329.30
       06 May 2009       to       06 June 2009                   262,833.75
      06 June 2009       to       06 July 2009                   262,338.20
      06 July 2009       to      06 August 2009                  261,842.65


<PAGE>


SCHEDULE A - CMD00077


Calculation Period                                         Notional Amount (USD)

     06 August 2009      to    06 September 2009                 261,347.10
    06 September 2009    to     06 October 2009                  260,851.55
     06 October 2009     to     06 November 2009                 260,356.00
    06 November 2009     to     06 December 2009                 259,860.45
    06 December 2009     to     06 January 2010                  259,364.90
     06 January 2010     to     06 February 2010                 258,869.35


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>28
<FILENAME>ex10-26.txt
<DESCRIPTION>EXHIBIT 10.26
<TEXT>
<PAGE>

Newport Plaza Associates, L.P.                            Date: 14 February 2003
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue - Suite 304
Port Washington, New York 11050

Dear Sirs

                            Our Reference: CMSW10001
                  Re: USD Amortizing Interest Rate Swap/Option

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 which
is an Option on the Underlying Transaction referred to below are as follows:

<TABLE>
<CAPTION>
<S>                                                          <C>
1. Swaption Terms

Trade Date                                                 06 February 2003

Option Style                                               European

Seller                                                     CBPA

Buyer                                                      Newport Plaza Associates, L.P.

Premium                                                    Consideration paid under swap reference numbers:
                                                           CMD00075, CMD00077, CMD00079 & CMD00081
Premium Payment Date                                       N/A

Business Days for Payments                                 N/A
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C>
2. Procedure for Exercise

Exercise Period                                            The Expiration Date from, and including, 9.00 a.m.
                                                           New York time to, and including, the Expiration Time

Expiration                                                 Date 26 June 2003 or, if such day is not a New York and
                                                           London Business Day, the next following such
                                                           Business Day

Expiration Time                                            11:00am New York time

Exercise Business Day                                      New York and London

Partial Exercise                                           Inapplicable

Written Confirmation of Exercise                           Applicable

Automatic Exercise                                         Inapplicable

3. Settlement Terms

Settlement                                                 Physical
</TABLE>


4. The particular terms of the Underlying Swap 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                                             30 June 2003

Termination Date                                           06 February 2010, subject to adjustment in accordance
                                                           with the Modified Following Business Day
                                                           Convention.

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

Fixed Rate Payer                                           Newport Plaza Associates, L.P.

Fixed Rate Payer Payment Dates                             The 6th day of each month from and including 06
                                                           August 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
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
<S>                                                          <C>
Floating Amounts
----------------

Floating Rate Payer                                        CBPA

Floating Rate Payer Payment Dates                          The 6th day of each month from and including 06
                                                           August 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               To be advised

Floating Rate Option                                       USD-LIBOR-BBA

Designated Maturity                                        1 Month (The initial Calculation Period will  be
                                                           subject to a Linear Interpolation)

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:                                   6202093165
         Account Name:                                     Newport 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 Counterparty, the parties hereto agree that
Counterparty may terminate this Transaction by at least [5] Business days prior
notice to CBPA 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 Counterparty 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
Confirmation 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:
Newport 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

Newport Plaza Associates, L.P.

By:___________________________

Name:
Title:


<PAGE>


SCHEDULE A - CMSW10001

Calculation Period                                        Notional Amount (USD)

     30 June 2003           to         06 August 2003         1,600,000.00
    06 August 2003          to       06 September 2003        1,597,400.00
   06 September 2003        to        06 October 2003         1,594,800.00
    06 October 2003         to        06 November 2003        1,592,200.00
   06 November 2003         to        06 December 2003        1,589,600.00
   06 December 2003         to        06 January 2004         1,587,000.00
    06 January 2004         to        06 February 2004        1,584,400.00
   06 February 2004         to         06 March 2004          1,581,800.00
     06 March 2004          to         06 April 2004          1,579,200.00
     06 April 2004          to          06 May 2004           1,576,600.00
      06 May 2004           to          06 June 2004          1,574,000.00
     06 June 2004           to          06 July 2004          1,571,400.00
     06 July 2004           to         06 August 2004         1,568,800.00
    06 August 2004          to       06 September 2004        1,566,200.00
   06 September 2004        to        06 October 2004         1,563,600.00
    06 October 2004         to        06 November 2004        1,561,000.00
   06 November 2004         to        06 December 2004        1,558,400.00
   06 December 2004         to        06 January 2005         1,555,800.00
    06 January 2005         to        06 February 2005        1,553,200.00
   06 February 2005         to         06 March 2005          1,550,600.00
     06 March 2005          to         06 April 2005          1,548,000.00
     06 April 2005          to          06 May 2005           1,545,400.00
      06 May 2005           to          06 June 2005          1,542,800.00
     06 June 2005           to          06 July 2005          1,540,200.00
     06 July 2005           to         06 August 2005         1,537,600.00
    06 August 2005          to       06 September 2005        1,535,000.00
   06 September 2005        to        06 October 2005         1,532,400.00
    06 October 2005         to        06 November 2005        1,529,800.00
   06 November 2005         to        06 December 2005        1,527,200.00
   06 December 2005         to        06 January 2006         1,524,600.00
    06 January 2006         to        06 February 2006        1,522,000.00
   06 February 2006         to         06 March 2006          1,519,400.00
     06 March 2006          to         06 April 2006          1,516,800.00
     06 April 2006          to          06 May 2006           1,514,200.00
      06 May 2006           to          06 June 2006          1,511,600.00
     06 June 2006           to          06 July 2006          1,509,000.00
     06 July 2006           to         06 August 2006         1,506,400.00
    06 August 2006          to       06 September 2006        1,503,800.00
   06 September 2006        to        06 October 2006         1,501,200.00
    06 October 2006         to        06 November 2006        1,498,600.00


<PAGE>


SCHEDULE A - CMSW10001

Calculation Period                                        Notional Amount (USD)

    06 November 2006     to     06 December 2006            1,496,000.00
    06 December 2006     to      06 January 2007            1,493,400.00
     06 January 2007     to     06 February 2007            1,490,800.00
    06 February 2007     to       06 March 2007             1,488,200.00
      06 March 2007      to       06 April 2007             1,485,600.00
      06 April 2007      to        06 May 2007              1,483,000.00
       06 May 2007       to       06 June 2007              1,480,400.00
      06 June 2007       to       06 July 2007              1,477,800.00
      06 July 2007       to      06 August 2007             1,475,200.00
     06 August 2007      to     06 September 2007           1,472,600.00
    06 September 2007    to      06 October 2007            1,470,000.00
     06 October 2007     to     06 November 2007            1,467,400.00
    06 November 2007     to     06 December 2007            1,464,800.00
    06 December 2007     to      06 January 2008            1,462,200.00
     06 January 2008     to     06 February 2008            1,459,600.00
    06 February 2008     to       06 March 2008             1,457,000.00
      06 March 2008      to       06 April 2008             1,454,400.00
      06 April 2008      to        06 May 2008              1,451,800.00
       06 May 2008       to       06 June 2008              1,449,200.00
      06 June 2008       to       06 July 2008              1,446,600.00
      06 July 2008       to      06 August 2008             1,444,000.00
     06 August 2008      to     06 September 2008           1,441,400.00
    06 September 2008    to      06 October 2008            1,438,800.00
     06 October 2008     to     06 November 2008            1,436,200.00
    06 November 2008     to     06 December 2008            1,433,600.00
    06 December 2008     to      06 January 2009            1,431,000.00
     06 January 2009     to     06 February 2009            1,428,400.00
    06 February 2009     to       06 March 2009             1,425,800.00
      06 March 2009      to       06 April 2009             1,423,200.00
      06 April 2009      to        06 May 2009              1,420,600.00
       06 May 2009       to       06 June 2009              1,418,000.00
      06 June 2009       to       06 July 2009              1,415,400.00
      06 July 2009       to      06 August 2009             1,412,800.00
     06 August 2009      to     06 September 2009           1,410,200.00
    06 September 2009    to      06 October 2009            1,407,600.00
     06 October 2009     to     06 November 2009            1,405,000.00
    06 November 2009     to     06 December 2009            1,402,400.00
    06 December 2009     to      06 January 2010            1,399,800.00
     06 January 2010     to     06 February 2010            1,397,200.00

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>29
<FILENAME>ex10-27.txt
<DESCRIPTION>EXHIBIT 10.27
<TEXT>
<PAGE>

                      AGREEMENT FOR THE SALE OF REAL ESTATE

         This AGREEMENT FOR THE SALE OF REAL ESTATE, hereinafter, "Agreement",
is made this ______ day of August, 2002, by and between CEDAR INCOME FUND
PARTNERSHIP, L.P., a limited partnership organized and existing under the laws
of the State of Delaware having a principal place of business located at 44
South Bayles Avenue, Port Washington, New York, 11050, hereinafter referred to
as "Buyer", and MARK G. CALDWELL, t/d/b/a CALDWELL DEVELOPMENT COMPANY, having a
principal place of business located at 434 North Front Street, Wormleysburg,
Cumberland County, Pennsylvania 17043, hereinafter referred to as "Seller".

                              W I T N E S S E T H:

         WHEREAS, Seller owns a tract of land upon which it has erected a Giant
supermarket- anchored shopping center of approximately 8.5208 acres, more or
less, located in Halifax Township, Dauphin County, Pennsylvania, having an
address of Halifax Plaza, Peter's Mountain Road, Halifax, Pennsylvania and
bearing Dauphin County Tax Assessment Parcel No.29-017-003; and

         WHEREAS, Buyer, subject to the requisites, conditions and terms as set
forth in this Agreement, desires to purchase said real estate and the parties do
wish, therefore, to set forth the actual terms of purchase as hereinafter
provided.

         NOW, THEREFORE, Buyer and Seller, each intending to be legally bound
hereby, do covenant and agree as follows:


<PAGE>

         1. PROPERTY.

         Seller agrees to sell, and Buyer agrees to buy, all of the following
(collectively, the "Property"):

          a. A certain tract of land upon which Seller has erected a Giant
supermarket-anchored shopping center of approximately 8.5208 acres, more or
less, located in Halifax Township, Dauphin County, Pennsylvania, and bearing
Dauphin County Tax Assessment Parcel No. 29-017-003 (hereinafter, the
"Premises"). The Premises does include any buildings, improvements, privileges,
rights, including development rights and governmental approvals, easements and
appurtenances thereunto belonging and all of Seller's right, title and interest,
if any, in and to the land lying within any street, alley, roadway or property
adjoining the Premises;

         b. The Seller's interest in the leases, and the rents due thereon
(together with all security deposits, and Seller's rights, to the extent
assignable to, to all guaranties securing the performance of the tenants'
obligations thereunder), being all leases of all or any portion of the Premises,
including the leases as listed on Exhibit "A" hereto and leases which may be
made by Seller after the date of this Agreement and prior to closing as
permitted by this Agreement, (the "Leases");

         c. The tangible personal property, being all equipment, machinery,
furniture, furnishings, supplies and other tangible personal property owned by
Seller, and Seller's interest in any such property leased by Seller, now or
hereafter located in and used in connection with the operation, ownership or
management of the Premises, ("Tangible Personal Property");

                                        2


<PAGE>

         d. The intangible personal property, being all intangible personal
property related to the Premises and the improvements, including, without
limitation: all trade names and trade marks associated with the Premises and the
improvements, including Seller's rights and interests in the name of the
Premises; the plans and specifications and other architectural and engineering
drawings for the improvements; warranties; contract rights related to the
construction, operation, ownership or management of the Premises (but only to
the extent Seller's obligations hereunder are expressly assumed by Buyer
pursuant to this Agreement); governmental permits, approvals and licenses (to
the extent assignable); and all records relating to the Premises, ("Intangible
Personal Property");

         e. If Closing occurs, all of Seller's right, title and interest in and
to any unpaid award for the taking by eminent domain or condemnation of all or
any portion of the Premises.

         2. PURCHASE PRICE.. The purchase price for the Premises shall be Five
Million Two Hundred and Forty Thousand and 00/100 ($5,240,000.00) Dollars,
subject to prorations and adjustments as provided in this Agreement. The
purchase price shall be paid as follows:

                  a) the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars
to be placed in escrow upon execution of this Agreement, of which Five Thousand
and 00/100 ($5,000.00) Dollars shall be non-refundable, as hereinafter provided,
but all sums (such amount, together with interest accruing thereon, the "First
Deposit") to be credited to the purchase price; and

                  b) the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars
(such amount, together with interest accruing thereon, the "Second Deposit")
(the "First Deposit" and the "Second Deposit",

                                        3


<PAGE>


collectively, the "Deposit") to be placed in escrow upon completion of the due
diligence period, as hereinafter defined, to be credited to the purchase price;
and

                  c) the balance to be paid at Closing as hereinafter provided.
All sums shall be held in escrow by Buyer's title insurance company, New York
Land Services, Ltd., as agent for Title Insurance Company, in an
interest-bearing account with all interest accruing to the benefit of Buyer. The
title insurance company shall act as the escrow agent (the, "Escrow Agent") and
shall disburse the sums held at Closing or upon written direction of Buyer and
Seller, or as otherwise provided under this Agreement. In the event of any
dispute between Buyer and Seller, the Escrow Agent shall deposit the sums with
the Court of Common Pleas of Cumberland County or to any impartial party or
trustee as agreed between Buyer and Seller to hold said sums in accordance until
further direction of Buyer and Seller or final Court order.

         3. TITLE. Title to the Premises shall be good and marketable, fee
simple title, free and clear of all liens, claims of adverse possession or
prescriptive rights, easements, covenants, restrictions and other encumbrances
which directly adversely impact upon the present use of the Premises
("Encumbrances") whatsoever, as shall be insurable as such at regular rates by
title companies licensed to do business in the Commonwealth of Pennsylvania.
Buyer shall have the sole but reasonable discretion to determine whether the
title is acceptable to Buyer for the use set forth herein and such determination
is an absolute condition precedent to Buyer's obligations hereunder, provided
that Buyer informs Seller of any unacceptable title conditions ("Buyer's
Objections") prior to the end of the due diligence period, exclusive of title
conditions which arise subsequent to the due

                                        4


<PAGE>

diligence period but prior to Settlement. Buyer shall perform its initial title
examination within the due diligence period and at that time give a preliminary
written notice to the Seller concerning the acceptability of title. A final
title examination will be done prior to transfer of title. In the event,
however, Buyer would determine that title is not acceptable, Buyer shall timely
provide Seller written notice of any defects, deficiency, clouds in said title,
and Seller shall, within ten (10) days after receipt of Buyer's Title
Objections, give written notice to Buyer ("Seller's Notice") stating whether
Seller will cure all Buyer's Objections on or prior to the Closing, or which of
such objections Seller will refuse to cure. If Seller's Notice indicates that
Seller refuses to cure any Buyer's Objection, then Buyer shall have the option
to take title with the objectionable condition "as- is" or terminate this
Agreement on written notice to Seller given within ten (10) days of receipt of
Seller's Notice, in which event Escrow Agent shall refund the Deposit to Buyer,
whereupon neither party shall have any further duty or obligation to the other.
Seller shall at Closing, convey marketable title free and clear of all Buyer's
Objections which Seller agreed in Seller's Notice Seller would cure. In
addition, and notwithstanding anything to the contrary set forth in this
Agreement, Seller shall cure at or prior to Closing any Encumbrance which can be
removed at time of Closing by payment of liquidated amount or by posting a bond,
as well as any Encumbrance arising after the date of Buyer's delivery of Buyer's
Objections and prior to the Closing Date, except for any of the foregoing
arising from the acts or omissions of Buyer, its agents, contractors or
employees. Seller shall not be obligated to cure non-liquidated Encumbrances
(e.g., easements, covenants and restrictions) of record as of the date of
Buyer's Objection and which Seller advises Buyer in Seller's

                                        5


<PAGE>


Notice that Seller does not wish to cure. Seller shall have a period not to
exceed forty-five (45) days to cure any Buyer's Objection to Buyer's reasonable
satisfaction, which may require ana appropriate extension of the Closing Date.

         4. PROPERTY INFORMATION AND DOCUMENTATION. To the extent such items are
in Seller's possession or control, Seller shall provide to Buyer the following
(the, "Property Information"), to the extent not previously provided to Buyer,
and to the extent applicable and/or in existence, within seven (7) business days
after the date of this Agreement:

                  a) Rent Roll - Seller has previously furnished to Cassidy &
Pinkard, who has in turn furnished to Buyer, a rent roll for the Property, a
true and correct copy of which is marked Exhibit "A", incorporated herein by
reference thereto and made a part hereof. However, Seller will, in addition,
provide a current delinquency report upon seven (7) business days after the date
of this Agreement. Not more than four (4) days before date of Closing (the,
"Closing Date'), Seller shall deliver to Buyer an updated Rent Roll certified by
Seller as true and accurate as of the date delivered bearing no material
variations from the Rent Roll attached hereto as Exhibit "A";

         b) Operating Statements. Operating statements of the Premises in the
form utilized by Seller for the thirty-six (36) months preceding this Agreement
("Operating Statements");

         c) Tax Statements. Copies or a summary of ad valorem tax statements
relating to the Premises for the current year or other current tax period (if
available) and the twenty-four (24) months preceding this Agreement;

                                        6


<PAGE>


         d) Leases. Copies of all Leases (including all amendments and
guarantees) and a list ("Commission Schedule") of commission agreements related
to the Leases or the Premises;

         e) Service Contracts. A list together with copies of all management,
service, supply, equipment rental, and other contracts related to the operation
of the Premises ("Service Contracts");

         f) Maintenance Records. All available maintenance work orders for the
twelve (12) months preceding this Agreement;

         g) List of Capital Improvements. A list of all capital improvements
known to Seller and performed on the Premises within the twenty-four (24) months
preceding this Agreement;

         h) Other Reports. Any other report, document, study, material or
information (including, without limitation, environmental and soils reports) in
Seller's possession or control related to the Premises;

         i) Plans and Specifications. All construction plans and specifications
in Seller's possession relating to the original development of the Premises and
any major capital repairs or tenant improvements; and

         j) Existing Title and Survey Documents. Copy of Seller's existing title
insurance policy and any existing surveys of the Premises, to include the
approved Land Development Plan; and

         k) Utility Bills. Copies of utility bills for a period of the twelve
(12) previous months preceding this Agreement;

                                        7


<PAGE>


         l) Tenant Billings. Copies of all tenant billings for CAM, taxes and
insurance for the preceding 24 months and the amounts paid by tenants therefor.

         Upon delivery of the last item of Property Information, Seller shall
promptly deliver to Buyer a written notice (the, "Property Information Notice")
certifying that all such deliveries have been completed together with an
itemization of the matters delivered or made available to Buyer. The term
"Commencement Date" shall mean the date upon which the Property Information
Notice is received by Buyer or, if the Seller does not send a Property
Information Notice, then the date the Buyer reasonably determines that it has
received all of the Property Information. Notwithstanding the foregoing, under
no circumstances shall the Commencement Date be earlier than the date of this
Agreement. Seller shall have an ongoing obligation during the pendency of this
Agreement to provide Buyer with any document described above and coming into
Seller's possession or produced by Seller after the initial delivery of the
Property Information. If Buyer does not purchase the Premises, all materials
provided to Buyer, in accord with this Paragraph 4, or otherwise, shall be
promptly returned to Seller.

         5. DUE DILIGENCE. Buyer shall have, through the last day of the due
diligence period, which shall be thirty (30) days from the Commencement Date, or
five (5) days from the date Buyer receives an appraisal of the Premises and
Phase I environmental report, whichever is later (but in no event later than
forty-five (45) days from the Commencement Date), in which to examine, inspect
and investigate the Premises and, in Buyer's sole and absolute judgment and
discretion, to determine whether the Premises is acceptable to Buyer and to
obtain all necessary internal approvals,

                                        8


<PAGE>


(the "Due Diligence Period"). In the event the Buyer determines in its
reasonable discretion that a Phase II environmental report is necessary to
permit Buyer to complete Buyer's due diligence, the Due Diligence Period shall
be extended for a reasonable period of time, not to exceed thirty (30) days,
from the date the Buyer receives the Phase I environmental report. If Buyer, by
written notice to Seller, waives its right to terminate this Agreement pursuant
to this Paragraph prior to the last day of the Due Diligence Period, then the
Due Diligence Period shall be deemed to have ended on the date such notice is
received by Seller. Notwithstanding anything to the contrary in this Agreement,
Buyer may terminate this Agreement by giving notice of termination to Seller
(the, "Due Diligence Termination Notice") on or before the last day of the Due
Diligence Period. If Buyer does not give the Due Diligence Termination Notice,
this Agreement shall continue in full force and effect. If this Agreement
terminates pursuant to this Paragraph, the First Deposit, other than the
$5,000.00 identified as non-refundable, shall be refunded to Buyer immediately,
and all further rights and obligations of the parties under this Agreement shall
terminate. If this Agreement is not terminated pursuant to this Paragraph, Buyer
shall have the obligation to immediately place in escrow the Second Deposit and
the Deposit (i.e, First Deposit and Second Deposit) which shall then be deemed
non-refundable absent Seller's breach. In the event that Buyer would not proceed
with this Agreement, it shall furnish to Seller copies of all tests, surveys,
reports and inspections obtained by Buyer without cost. Seller shall receive
notice of the performance of any tests and inspections and have the right to be
present.

                                        9


<PAGE>


         Buyer shall have reasonable access to the Premises for the purpose of
conducting surveys, architectural, engineering, geotechnical and environmental
inspections and tests (including intrusive inspection and sampling), and any
other inspections, studies or tests reasonably required by Buyer, but in a
manner not disruptive of ongoing business. Seller shall cooperate with Buyer and
enforce the provisions of existing tenants' leases, if necessary to facilitate
Buyer's access and inspections. Buyer shall keep the Premises free and clear of
any liens and will indemnify, defend and hold Seller harmless from all claims
and liabilities asserted against Seller as a result of any such entry by Buyer,
its agents, employees or representatives. If any inspection or tests disturbs
the Premises, Buyer will restore the Premises to the same condition as existed
prior to any such inspection or test. Buyer and its agents, employees and
representatives shall have a continuing right of reasonable access to the
Premises during the pendency of this Agreement for the purpose of examining and
making copies of all books and records and other materials relating to the
Premises in Seller's or its property manager's possession and Buyer shall have
the right to conduct a "walk-through" of the Premises prior to Closing upon
appropriate notice to tenants as permitted under the Leases. In the course of
its investigations, Buyer may make inquiries to third parties, including,
without limitation, tenants, lenders, contractors, property managers, parties to
Service Contracts and municipal, local and other government officials and
representatives, and Seller consents to such inquiries, provided same are
performed in a professional manner and does not disrupt any ongoing business.
The obligations of the Buyer under this Paragraph shall survive the termination
of this Agreement.

                                       10


<PAGE>

         6. SELLER'S LIMITED RIGHT TO WITHDRAW

         Seller and Seller's current lender for the Premises are presently
engaged in discussions concerning the imposition of a prepayment penalty
regarding Seller's current debt. In the event Seller is not able to reach
satisfactory resolution of this issue with its lender within forty-five (45)
days of the date of this Agreement, Seller shall have the right to suspend the
time periods herein provided for a period of up to six (6) further months in
order to resolve to Seller's satisfaction through declaratory judgment
proceedings, or otherwise, Seller's prepayment issue with its current lender. If
such issue is not resolved within said period, either party shall have the right
to terminate this Agreement, whereupon Seller's total liability shall be
reimbursement to Buyer of any actual due diligence costs that Buyer has
expended, to include an appraisal of the property, upon submission of
appropriate documentation to Seller, and a limitation on such expense
reimbursement of Twenty- Five Thousand and 00/100 ($25,000.00) Dollars. Buyer
shall also receive refund of the Deposit in such event. Furthermore, in the
event Seller would exercise this option to terminate this Agreement, such would
not constitute a default under this Agreement or a default under such other
Agreements with Double M Development and Caldwell Development, Inc., as
hereinafter identified. In the event Seller would exercise the right to
terminate, at Buyer's sole cost and expense, Seller will execute and deliver to
Buyer's attorney at the time of execution of this Agreement, in recordable form,
a memorandum setting forth Buyer's rights hereunder but which shall
automatically expire after eighteen (18) months following termination of the
Agreement, but which memorandum shall not be

                                       11


<PAGE>

recorded in the event Seller or Buyer do not exercise their right to terminate
this Agreement as herein provided, at which time the expiration date shall be
inserted with notice to Seller. In the event, within one hundred and eighty
(180) days of the date of Seller's notice to withdraw, Seller is able to
resolve, to his satisfaction, issues with his lender, he shall notify Buyer, who
shall within ten (10) days of receipt of said notice, advise Seller in writing
whether it wishes to re-proceed with the purchase, whereupon settlement shall
occur within sixty (60) days thereafter in accord with all other terms of this
Agreement, noting that, if Seller has reimbursed Buyer for some due diligence
costs to the extent not duplicated in the purchase, the reimbursed amount shall
be added to the purchase price.

         In the event Seller is not able to resolve, to his satisfaction, any
issues with his lender within one hundred and eighty (180) days, but is able to
do so within eighteen (18) months of the date of Seller's notice of withdrawal,
or Seller receives another offer to sell the Premises within said eighteen (18)
month period, which Seller desires to accept, Seller shall, in either event,
notify Buyer, who shall then within ten (10) days of receipt of said notice
advise Seller in writing whether Buyer wishes to re-proceed with the purchase,
with settlement to be held within sixty (60) days. If in response to a
third-party offer, Buyer may exercise this right but only in accord with the
terms and price set forth in the third-party offer; or the price as proposed by
Seller in Seller's notice to Buyer if there is no third-party offer. If Buyer
does not notify Seller within ten (10) days of receipt of Seller's notice, this
right shall automatically expire and Buyer shall reasonably cooperate in
memorializing such expiration of record, if so requested.

                                       12


<PAGE>

         7. TENANT ESTOPPELS. Seller shall secure and deliver to Buyer, no later
than five (5) business days before the Closing Date, estoppel certificates from
Giant Food Stores, Inc., Pennsylvania Liquor Control Board, McDonalds
Corporation and seventy-five percent (75%) of the other tenants in the form of
Exhibit "B" attached hereto ("Tenant Estoppels"). The Tenant Estoppels shall be
delivered to the tenants no earlier than twenty (20) days prior to the Closing
Date. Seller shall provide Buyer with copies of the Tenant Estoppels for Buyer's
review and comment before delivering the Tenant Estoppels to tenants. Buyer's
obligation to close the transaction contemplated under this Agreement is subject
to the condition that as of Closing: (i) Estoppel Certificates for all Leases
consistent with the Rent Roll and the representations of Seller in Paragraph 10
have been delivered to Buyer, (ii) no material default or claim by landlord or
tenant shall have arisen under any Leases that was not specifically disclosed in
the Rent Roll; and (iii) no tenant shall have initiated or had initiated against
it any insolvency, bankruptcy, receivership or other similar proceeding. Seller
shall use its best efforts to obtain and timely deliver the required
certificates. In the event all required certificates are not available by the
date of Closing, Closing shall be continued for up to seven (7) business days to
acquire same.

         8. SERVICE CONTRACTS. During the Due Diligence Period, the parties will
endeavor to agree as to which Service Contracts Buyer will assume and which
Service Contracts, to the extent legally possible, will be terminated by Seller
at Closing. Buyer will assume the obligations arising from and after the Closing
Date under those Service Contracts that are not in default as of the Closing
Date and which Seller and Buyer have agreed will not be terminated and

                                       13


<PAGE>

those Service Contracts which, by their terms, are not capable of termination at
that time. Seller shall terminate at Closing all Service Contracts that are not
so assumed and are legally capable of being terminated at that time. Seller
shall terminate at Closing, and Buyer shall not assume, any property management
agreement affecting the Premises.

         9. OPERATIONS AND RISK OF LOSS.

            A. Ongoing Operations. During the pendency of this Agreement:

            1. Performance Under Leases, Service Contracts and Loans. Seller
               shall

         (i) carry on its business and activities relating to the Premises
         substantially in the same manner as it did before the date of this
         Agreement, and (ii) perform its material obligations under the Leases
         and Service Contracts and other agreements that may affect the
         Premises. Effective as of the Closing Date, each party agrees to
         indemnify and hold the other harmless from any default or breach by the
         other under the Service Contracts and Leases assumed by Buyer.

                  2. New Contracts. Seller will not enter into any contract that
         will be an obligation affecting the Premises subsequent to the Closing
         except contracts entered into in the ordinary course of business that
         are terminable without cause on thirty (30) days' notice.

                  3. Listings and Other Offers. Seller will not list the
         Premises with any broker or otherwise solicit or make or accept any
         offers to sell the Premises, engage in any discussions or negotiations
         with any third party with respect to the sale or other disposition

                                       14


<PAGE>


         of the Premises, or enter into any contracts or agreements (whether
         binding or not) regarding any disposition of the Premises.

                  4. Leasing Arrangements. Seller will not amend, terminate or
         enter into any Lease without Buyer's prior written consent in such
         instance, which consent shall not be unreasonably withheld, delayed or
         conditioned.

                  5. Removal and Replacement of Tangible Personal Property.
         Seller will not remove any Tangible Personal Property except as may be
         required for necessary repair or replacement, and replacement shall be
         of equal quality and quantity as existed as of the time of its removal.

         B. Damage. Risk of loss up to and including the Closing Date shall be
borne by Seller. In the event of any material damage to or destruction of the
Premises or any portion thereof, Buyer may, at its option, by notice to Seller
given within ten (10) days after Seller notifies Buyer of such damage or
destruction (and, if necessary, the Closing Date shall be extended to give Buyer
the full 10-day period to make such election): (i) terminate this Agreement and
the Deposit shall be immediately returned to Buyer, or (ii) proceed under this
Agreement, receive any insurance proceeds for property repair and replacement
(including any rent loss insurance applicable to any period on and after the
Closing Date) due Seller as a result of such damage or destruction and assume
responsibility for such repair, and Buyer shall receive a credit at Closing for
any deductible, uninsured or coinsured amount under said insurance policies. If
Buyer elects (ii) above, Buyer may extend the closing Date for up to an
additional 30-day period in which to obtain insurance settlement

                                       15


<PAGE>


agreements under Seller's insurers, and Seller will cooperate with Buyer in
obtaining the insurance proceeds and such agreements from Seller's insurers. If
the Premises is not materially damaged, then Buyer shall not have the right to
terminate this Agreement, but Seller shall, at its cost, repair the damage
before the Closing in a manner reasonably satisfactory to Buyer or, if repairs
cannot be completed before Closing, credit Buyer at Closing for the reasonable
cost to complete the repair. "Material damage" and "Materially damaged" means
damage (i) reasonably exceeding two (2%) percent of the purchase price to
repair, (ii) that entitles a tenant to terminate its Lease, or (iii) which, in
Buyer's reasonable estimation, will take longer than ninety (90) days to repair.

         C. Condemnation. In the event any proceedings in eminent domain are
contemplated, threatened or instituted by any body having the power of eminent
domain with respect to the Premises or any portion thereof, Buyer may, at its
option, by notice to Seller given within ten (10) business days after Seller
notifies Buyer of such proceedings (and, if necessary, the Closing Date shall be
extended to give Buyer the full 10-business day period to make such election):
(i) terminate this Agreement and all deposit money shall be immediately returned
to Buyer, or (ii) proceed under this Agreement, in which event Seller shall, at
Closing, assign to Buyer its entire right, title and interest in and to any
condemnation award, and Buyer shall have the sole right during the pendency of
this Agreement to negotiate and otherwise deal with the condemning authority in
respect of such matter.

                                       16


<PAGE>


         10. REAL ESTATE TAXES AND ASSESSMENTS.

                  A. Real Estate Taxes. Real estate taxes and assessments shall
be apportioned between the parties as of the date of Closing on a calendar or
fiscal year basis, as may be appropriate. All water, sewer, refuse and all other
utility charges, and/or lienable charges or assessments shall be paid by Seller
up to the time of Closing. Interest and penalties, if any, shall be computed to
a date occurring one (1) business day after the Closing Date.

                  B. Rent. Buyer shall receive a credit for any rent and other
income (and any applicable state or local tax on rent) under Leases collected by
Seller before Closing that applies to any period after Closing. Uncollected
rents and other uncollected income shall not be prorated at Closing. After
Closing, Buyer shall apply all rent and income collected by Buyer from a tenant,
unless the tenant properly identifies the payment as being for a specific item,
first to such tenant's monthly rental for the month in which the Closing
occurred and then to arrearages in the reverse order in which they were due,
promptly remitting to Seller, after deducting collection costs, any rent
properly allocable to Seller's period of ownership. Buyer shall bill and attempt
to collect such rent arrearage in the ordinary course of business, but shall not
be obligated to engage a collection agency or take legal action to collect any
rent arrearage. Seller shall have the right to seek collection of any rents or
other required income due applicable to any period before the Closing, upon
notice to Buyer, if Seller has not received same, upon sixty (60) days after
Closing. Any rent or other income received by Seller after Closing which is owed
to Buyer shall be held in trust and remitted to Buyer promptly after receipt.
This sub-section B. shall survive the Closing.

                                       17


<PAGE>

         C. Additional Rent. Seller, as landlord under the Leases, is currently
collecting from tenants under the Leases additional rent to cover taxes,
insurance, utilities, maintenance and other operating costs and expenses
(collectively, "Operating Expenses Pass-Throughs") incurred by Seller in
connection with the ownership, operation, maintenance, and management of the
Premises. If Seller collected estimated prepayments of Operating Expense
Pass-Throughs in excess of any tenant's share of such expenses, then, if the
excess can be determined by the Closing, Buyer shall receive a credit for the
excess or, if the excess cannot be determined at Closing, Buyer shall receive a
credit based upon an estimate, and the parties shall make an adjusting payment
between them when the correct amount can be determined. In either event, Buyer
shall be responsible for crediting or repaying those amounts to the appropriate
tenants. If Seller collected estimated prepayments of Operating Expense
Pass-Throughs attributable to any period after Closing, Seller shall pay or
credit any such amounts to Buyer at Closing. To the extent that estimated
payments of Operating Expense Pass-Throughs are required to be paid monthly by
any tenant, and at the end of such tenant's lease year, or the calendar year,
such estimated amounts are to be recalculated based upon actual amounts for that
lease year or calendar year, with the appropriate adjustments being made with
such tenants' then-Operating Expense Pass-Throughs for such tenant shall be
finally prorated between Seller and Buyer at the time of such reconciliation
with the tenant, using the Date of Closing as the proration date. At the time(s)
of final calculation and collection from (or refund to) each tenant of the
amounts in reconciliation of actual Operating Expense pass-Throughs for such
period which have been collected, there shall be a re-proration between Seller
and Buyer, taking into account the additional

                                       18


<PAGE>


amount collected from (or refunded to) each tenant. In furtherance of the
foregoing, if, with respect to any tenant, the recalculated Operating Expense
Pass-Throughs is less than the estimated amount paid by such tenant, and a
refund is paid by Buyer to such tenant, then the portion of the refund allocable
to the period prior to the Closing, to the extent previously paid to or
collected by Seller, shall be refunded by Seller to Buyer. If, with respect to
any tenant, the recalculated Operating Expense Pass-Throughs exceeds the
estimated amount paid by such tenant, and the shortfall is collected by Buyer
from such tenant, the portion of such shortfall allocable to the period prior to
the Closing, to the extent not previously paid to or collected by Seller, shall
be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however,
be an initial proration at Closing with regard to all Operating Expense
Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before
the Closing Date with invoices, purchase orders and other documentation
sufficient to establish Operating Expense Pass-Throughs for the Property
incurred by Seller prior and up to the Closing Date, together with evidence of
all amounts collected by tenants as of the Closing Date for such Operating
Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation
billings to Tenants for Operating Expense Pass-Throughs.

         D. Service Contracts. Seller or Buyer, as the case may be, shall
receive a credit for regular charges under Service Contracts assumed by Buyer
pursuant to this Agreement paid and applicable to Buyer's period of ownership or
payable and applicable to Seller's period of ownership, respectively. (It is
noted that other than the contract for landscaping services, which runs the end
of the calendar year, and the pest control contract, which runs on an annual
term, the current term

                                       19


<PAGE>


expiring October 16, 2002, all service contracts are terminable upon thirty (30)
days notice, except the security contract which is terminable upon ninety (90)
days notice.)

         E. Leasing Commissions. Leasing commissions for which Seller has paid
in advance shall not be apportioned, nor shall Seller receive a credit therefor.
However, there are two (2) leasing commission agreements, which are paid
annually, to wit: Subway Real Estate Corp. and Holiday Hair, Inc., which
commission obligation shall be prorated as of Closing. (Buyer shall be
responsible for all further leasing commissions that are billed annually.) Buyer
shall furthermore have any and all responsibilities for any leasing commissions
due for any and all periods after the Closing Date, to include, with respect to
any option to renew or expand not yet exercised by the respective tenant as of
Closing. Buyer shall pay all leasing commissions with respect to any new lease
or lease amendment executed after the date of this Agreement, provided that
Buyer shall pre-approve in writing such new lease or lease amendment and the
amount of such commission.

         F. Tenant Deposits. All tenant security deposits (and interest thereon
if required by law or contract to be earned thereon) shall be transferred or
credited to Buyer at Closing. As of the closing, Buyer shall assume Seller's
obligations related to tenant security deposits, but only to the extent they are
properly credited and transferred to Buyer.

         11. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller does represent and
warrant to Buyer and will reaffirm at the time of Closing, to wit:

                                       20


<PAGE>


                  a) Seller has not received notice of condemnation of all or
any part of the Premises, notice of any assessment for public improvements, or
notices with respect to any zoning ordinance or other law, order, regulation or
requirement relating to the use of ownership of the Premises and, so far as
known to Seller, there is no violation of any such governmental law, order,
regulation or requirement.

                  b) Seller is not indebted to the federal government or any
other public authorities for delinquent taxes, assessment or other charges of
any nature whatsoever for which a lien has been or could be asserted against the
Seller or the Premises and which will not be fully paid and discharged or
released upon or prior to Closing.

                  c) Seller covenants and agrees that Seller, Seller's agents,
servants, employees or tenants, if applicable, shall not in any way materially
alter the present state of the Premises so long as this Agreement is in effect.

                  d) Seller has no knowledge, actual or constructive, that there
has been a storage or deposit of hazardous substance on the Premises. Hazardous
substances being any such substance as regulated or controlled as a hazardous or
toxic substance by any governmental rule, regulation or statute.

                  e) There are no leases, written or oral, affecting the
Premises which Seller is aware of, except for the existing leases, copies of
which have all been provided to Buyer. All documents comprising the leases which
affect the Premises, including all amendments, modifications, letter agreements,
assignments and guaranties thereof or relating thereto have been provided by
Seller to

                                       21


<PAGE>



Buyer. There are no agreements, written or oral, affecting the Premises or any
portion thereof in the nature of leases (including ground leases), concessions,
licenses or occupancy agreements, or any amendments, modifications, side letters
or guaranties thereof, other than the leases. True and correct copies of the
leases have been previously delivered to Buyer.

                  f) Seller has fee simple title to the Premises, has the full
right to enter into this Agreement and perform hereunder, and has not granted
any option or entered into any other commitment to sell, lease other as
hereinbefore permitted or encumber all or any part of the Premises.

                  g) Seller has full capacity, right, power and authority to
execute, deliver and perform this Agreement and execute and deliver all
documents to be executed by Seller pursuant hereto, and all required action
therefor has or will by Closing be duly taken.

                  h) To the best of Seller's knowledge the consummation of the
transaction contemplated by this Agreement will not result in a breach of any of
the terms and conditions of, or constitute a default under, any agreement to
which the Seller is now a party or which affects the Premises or violate or
cause to be violated any judgment or decree of any court, administrative agency
or governmental body.

                  i) The representations and warranties made hereunder shall be
reaffirmed at Settlement and shall survive for a period of one (1) year from the
Closing of this transaction and shall not be merged in the deed from Seller to
Buyer.

                  j) All alterations and improvements required to be performed
by the landlord under any of the leases has been completed, all construction and
other allowances and monetary concessions required to be paid by the landlord
under the leases has been paid, and no tenant under any of the leases is
entitled to any free rent or rent concession period. All brokerage fees and
commissions due for any period through Closing have been in full, excepting only
commissions payable annually or with respect to lease renewal, extension or
expansions options which have not yet been exercised by any respective tenant.

                                       22


<PAGE>



                  k) The Rent Roll attached hereto as Exhibit A is hereby
certified by Seller to be true and correct as of the date hereof ("Rent Roll
Certificate") and shows for each rentable space in the Premises the tenant name,
space number, monthly base or minimum rental, and common area maintenance
expense and real estate tax reimbursement amounts, security deposit held, any
defaults known by Seller to exist under any lease, the expiration date of each
lease and designating any rights to renew or extend a lease. There are no tenant
security deposits to be held by the landlord under the leases except as listed
in the Rent Roll Certificate. At the Closing, Seller shall deliver to Buyer an
updated Rent Roll Certificate. If any adverse change shall occur in such Rent
Roll Certificate, Buyer shall have the rights set forth in Section 21.N hereof.

                  l. Except as expressly set forth on the Rent Roll Certificate,
neither Seller as the landlord nor, to Seller's actual knowledge, any tenant
under any of the leases is in default under any of the leases, nor to Seller's
actual knowledge is there in existence any condition or fact which with notice
or passage of time, or both, shall constitute a default by either the landlord
or the tenant thereunder. Except as set forth on the Rent Roll Certificate,
Seller has not collected base or minimum rent more than one month in advance
from any tenant (excluding security deposits). Except as expressly provided in
the leases, no tenant shall be entitled to any rebates, rent concessions or free
rent. No tenant is presently contesting or raising objection to Operating
Expense Pass-Throughs payable under its lease. All tenants are currently in
possession and operating and no tenant has given notice that it intends to cease
the conduct of business or vacate its premises prior to the expiration of its
lease term.

                                       23


<PAGE>



                  m) Except for lawsuits concerning personal injury and property
damage which would be covered under Seller's existing commercial liability
insurance policy and defense of which has not been denied by Seller's insurance
company, there is no litigation or proceedings pending or, to Seller's
knowledge, threatened against, Seller or otherwise related to the Property
(including, but not limited to foreclosure, judicial sale, adverse possession,
litigations with tenants or other proceedings.

                  n) Exhibit "C " attached hereto is a true, complete and
correct list of all written and oral management, service, equipment, supply,
maintenance or concession agreements with respect to or affecting the Premises
(the "Service Contracts"). Except as specified on Exhibit "C", no such
agreements exist which are not cancelable upon thirty (30) days notice. Each of
the Service Contracts is in full force and effect and all amounts due thereunder
have been paid in full. Neither Seller nor its agents have received any notice
from any party to said agreements claiming the existence of any default or
breach thereunder.

                  o) There are no pending certiorari proceedings or other real
estate tax contests or appeals brought by or on behalf of Seller. To Seller's
knowledge, the improvements on the Premises are currently fully assessed for tax
purposes as completed and occupied improvements and are not currently subject to
any tax abatement, exemption or temporary tax reduction of any kind, nor to any
assessments/linkage/impact fees relating to the initial construction of the
project.

                                       24


<PAGE>


                  p) EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT
EXECUTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, THIS SALE AND
CONVEYANCE IS MADE ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PREMISES, THE STATE OF REPAIR OF THE
PREMISES, OR WITH RESPECT TO SOIL CONDITIONS OR THE PRESENCE OR RELEASE OF
HAZARDOUS MATERIALS. THIS DISCLAIMER DOES NOT EFFECT AN ASSUMPTION OF ANY
LIABILITY BY BUYER AND IT SHALL NOT BE CONSTRUED TO WAIVE ANY RIGHTS OF
CONTRIBUTION OR INDEMNITY OR OTHERWISE AFFECT THE LIABILITIES OF THE PARTIES TO
EACH OTHER OR TO THIRD PARTIES UNDER ENVIRONMENTAL LAWS.

         12. CLOSING AND DELIVERY OF DEED. Closing shall be held thirty (30)
days after completion of the Due Diligence Period, as hereinbefore provided.
Closing shall take place by use of an escrow procedure reasonably acceptable to
Seller and Buyer and using the Title Company as escrow agent (with all proceeds
being wired through the national office of a national title company such as
First American Title, Commonwealth Title Insurance Company, Chicago Title
Insurance Company or the like) or at the offices of Seller's attorney, unless a
different location is approved in writing by the parties. At Closing, Seller
shall convey to Buyer good and marketable title to the Premises in the state
required under Section 3 hereof by a recordable and transferable special
warranty deed. Buyer shall pay one-half (1/2) of the total Pennsylvania realty
transfer tax obligation, and shall furthermore contribute Thirty-Three Thousand
Three Hundred and Thirty-Three ($33,333.00) Dollars toward the balance of said
obligation of Seller. In addition to the deed, Seller

                                       25


<PAGE>



shall execute and deliver to Buyer at the Closing (i) a general instrument of
transfer, including a bill of sale and assignment and assumption of leases, in
the form attached as Exhibit "D" hereto, (ii) a FIRPTA Certificate, (iii) an
updated Rent Roll Certificate, certified by Seller as being true and correct as
of the Closing Date, (iv) an updated schedule of leases, certified by Seller as
being true and correct as of the Closing Date, (v) a certificate of Seller,
certifying as of Closing Date the continued truth without material change (or
identifying any changes therefrom which may not be reflected on the updated Rent
Roll Certificate or updated schedule of leases) of all of the representations
and warranties of Seller set forth in Section 10 hereof, (vi) the estoppel
certificates required under Section 7 hereof, (vii) notices to each tenant
advising them of the sale and directing them as to where all future payments of
rent and notices should be sent, in form as required by the Buyer (which shall
not be sent until after completion of the Closing), (viii) an "information for
1099 form", sufficient in order for the Buyer to report the sale to the Internal
Revenue Service, (ix) an affidavit of title in form required by Buyer's title
insurance company in order to insure title required to be delivered under
Section 3 hereof, and without exception for potential mechanic's lien claims,
(x) such other instruments and documents as may be reasonably required by
Buyer's title company in order to establish Seller's due existence and good
standing and authority to complete the transaction contemplated by this
Agreement, (xi) originals (to the extent within Seller's possession or control)
of each of the Property Information, current as of the Closing Date (in
particular, but without limitation, originals of all leases) and (xii) such
other instruments or documents as may be otherwise referred to in this Agreement
or which may be reasonably required in order to complete the transactions
contemplated in this Agreement. Seller shall deliver full and exclusive
possession of the Property to Buyer on the Closing Date, subject only to rights
of tenants under the leases, as tenants only.

                                       26


<PAGE>




         13. BROKER/SELLER'S AGENT. It is understood that Seller shall be
responsible for a real estate commission to Cassidy & Pinkard, and shall save
Buyer harmless for liability therefor. Each party represents to the other that
they have not dealt with any other broker on this transaction and will save
harmless and indemnify the other for any claims for real estate commissions or
other fees brought by any broker or other person claiming to have dealt with
such party.

         14. GOVERNING LAW. This Agreement shall be construed and governed
pursuant to the laws of the Commonwealth of Pennsylvania.

         15. SELLER'S DEFAULT. If there shall occur a material breach of a
representation or warranty of Seller under this Agreement, or if Seller shall
otherwise fail to perform its obligations as required under this Agreement, then
Buyer may elect to (i) accept title to the Premises subject to the defaulted
obligation of Seller, (ii) terminate this Agreement, in which event the Escrow
Agent shall disburse the Deposit to Buyer and Seller shall reimburse Buyer for
all costs incurred in Buyer's performance of due diligence with a limit of
Twenty-Five Thousand ($25,000.00) Dollars, or (iii) bring an action against
Seller for specific performance of this Agreement, and Buyer shall have the
right to recover from Seller in such action its reasonable attorneys' fees and
disbursements incurred in connection therewith. In the event Seller's default is
a Willful Default (as hereinafter defined), Seller shall reimburse Buyer for all
reasonable costs incurred in Buyer's performance of due diligence, plus the sum
of One Hundred Thousand ($100,000.00) Dollars. The term "Willful Default" as
used in this Agreement shall mean an intentional failure of Seller to observe or
perform a material covenant or condition of this Agreement, the observance or
performance of which is

                                       27


<PAGE>



strictly within Seller's reasonable control (by way of example, but not way of
limitation, the intentional refusal of Seller to convey title or the creation by
Seller of the imposition of additional substantial liens on the Premises prior
to Closing which Seller will not discharge at Closing shall be considered
Seller's "Willful Default"). A general partnership, Double M Development, of
which Mark G. Caldwell, is a general partner, and an affiliate entity owned by
Mark G. Caldwell, Caldwell Development, Inc., have also entered into sales
agreements, contemporaneously herewith, with Buyer for properties identified as
Fairview Plaza (Double M Development) and Newport Plaza (Caldwell Development,
Inc.). It is agreed that, if a default has occurred by Seller in any of these
agreements, the same shall be deemed a default hereunder.

         16. BUYER'S DEFAULT. If this transaction fails to close due to the
default of Buyer, then Seller's sole remedy in such event shall be to terminate
this Agreement and to retain the deposits as liquidated damages, Seller waiving
all other rights or remedies in the event of such default by Buyer. The parties
acknowledge that Seller's actual damages in the event of a default by Buyer
under this Agreement will be difficult to ascertain, and that such liquidated
damages represent the parties' best estimate of such damages. Buyer shall have
no other remedies other than as specifically stated. Buyer has also entered into
sales agreements, contemporaneously herewith, with a general partnership, Double
M Development, of which Seller is a general partner, and with an affiliate
entity owned by Seller, Caldwell Development, Inc., for properties commonly
identified as Fairview Plaza and Newport Plaza and a default by Buyer in any of
these agreements shall constitute a default hereunder.

                                       28


<PAGE>



         17. ATTORNEYS' FEES. The unsuccessful party in any litigation arising
from breach or alleged breach of this Agreement will reimburse the successful
party for any and all reasonable legal fees incurred in curing or attempting to
cure a default.

         18. AMENDMENT. This Agreement shall not be altered, amended, changed or
modified except in writing by the parties hereto.

         19. NOTICES. All notices required to be given by any of the provisions
of this Agreement, unless otherwise stated, shall be in writing and delivered in
person, by facsimile (with a copy concurrently sent out the same day by
nationally recognized overnight delivery service), by certified mail, return
receipt requested or by nationally recognized overnight delivery service,
postage or shipping charges prepaid (or on standing account) to the appropriate
party at the address set forth below or to such other address as such parties
may hereafter specify by notice given in accordance with this section. All
notices to be set forth below.

         a) To the Seller:
                  Caldwell Development, Inc.
                  Attn: Mark G. Caldwell, President
                  434 North Front Street
                  Wormleysburg, PA 17043

            With a copy to:

                  James R. Clippinger, Esquire
                  Caldwell & Kearns
                  3631 North Front Street
                  Harrisburg, PA 17110

         b) To the Buyer:

                  Cedar Income Fund Partnership, L.P.
                  44 South Bayles Avenue
                  Port Washington, NY 11050
                  Attn: Leo S. Ullman, President

             With a copy to:
                  Warren S. Sacks, P.C.
                  777 Westchester Avenue, Suite 204
                  White Plains, NY 10604


                                       29


<PAGE>


         Notices shall be deemed given on the date received, or if delivery is
refused, on the date delivery is first attempted, provided however that notices
by facsimile shall be deemed given on the date transmitted at or before 5:00
P.M., provided a copy is sent out the same day by nationally recognized
overnight delivery service.

         20. EXTENSION OF CLOSING DATE. Buyer may unilaterally extend the time
for Closing for a period up to thirty (30) days, provided Buyer provides Seller
written notice specifying the reason for extension of Closing no later than ten
(10) days prior to the date previously scheduled, and provided payments to
Seller are made of Two Thousand Five Hundred ($2,500.00) Dollars per day for
each additional day required for extension. It is understood that all such
payment(s) shall be earned upon receipt and added to the purchase price.

         21. MISCELLANEOUS

         A. Parties Bound. Neither party may assign this Agreement without the
prior written consent of the other, and any such prohibited assignment shall be
void; provided, however, that Buyer and/or Seller may assign this Agreement
without Seller's consent to an affiliate or to effect an exchange pursuant to
Paragraph 21.L herein. Subject to the foregoing, this Agreement shall be binding
upon and inure to the benefit of the respective legal representatives,
successors, assigns, heirs, and devisees of the parties. For the purposes of
this Paragraph, the term "affiliate" means (i) an entity that directly or
indirectly controls, is controlled by or is under common control with the Buyer
or of which Buyer or its affiliated entity is the general partner or managing
member, or (ii) an entity at least a majority of whose economic interest is
owned by Buyer; and the term "control" means the power to direct the management
of such entity through voting rights, ownership or contractual obligations.

         B. Paragraph Headings. All references to paragraph headings are for
convenience only and shall neither limit nor expand any of the written terms of
this Agreement.

         C. Time is of the Essence. Time is of the essence with regard to the
respective duties and obligations of the parties hereto.

         D. Survival. The provisions of this Agreement that contemplate
performance after the Closing and the obligations of the parties not fully
performed at the Closing shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments at Closing.

         E. No Third Party Beneficiary. This Agreement is not intended to give
or confer any benefits, rights, privileges, claims, actions, or remedies to any
person or entity as a third party beneficiary, decree or otherwise.

         F. Complete Agreement. This Agreement contains the entire and binding
agreement between Seller and Buyer. There are no other terms, obligations,
covenants, representations, statements or conditions, oral or otherwise, of any
kind whatsoever concerning this sale.


                                       30
<PAGE>

         G. Confidentiality. Seller shall make no public announcement or
disclosure of any information related to this Agreement to outside brokers or
third parties, before or after the Closing, without the prior written specific
consent of Buyer; provided, however, that Seller may make disclosure of this
Agreement to its lenders, creditors, officers, employees and agents to perform
its obligations hereunder.

         H. Consents. Any consents required to be obtained in accord with this
Agreement shall not be unreasonably withheld, conditioned or delayed.

         I. Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and agree that the normal rule
of construction, to the effect that any ambiguities are to be resolved against
the drafting party, shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.

         J. Calculation of Time Periods. Unless otherwise specified, in
computing any period of time described herein, the day of the act or event after
which the designated period of time begins to run is not to be included and the
last day of the period so computed is to be included at, unless such last day is
a Saturday, Sunday or legal holiday for national banks, in which event the
period shall run until the end of the next day which is neither a Saturday,
Sunder or legal holiday. The last day of any period of time described herein
shall be deemed to end at 5:00 p.m. daylight savings time.

         K. Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall constitute one Agreement. To facilitate execution of
this Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages.

         L. Section 1031 Exchange. Both Buyer and Seller shall have the right to
consummate this transaction as part of a so-called like kind exchange (the,
"Exchange") pursuant to ss.1031 of the Internal Revenue Code of 1986, as amended
(the, "Code"), provided that: (i) the Closing shall not be delayed or affected
by reason of the Exchange nor shall the consummation or accomplishment of the
Exchange be a condition precedent or condition subsequent to either party's
obligation under this Agreement, (ii) the party engaging in the Exchange shall
effect the Exchange through an

                                       31


<PAGE>


assignment of this Agreement, or its rights under this Agreement, to a qualified
intermediary; (iii) neither party shall be required to take an assignment of the
purchase agreement for the relinquished property or be required to acquire or
hold title to any real property for purposes of consummating the Exchange; (iv)
the party engaging in the Exchange shall pay any additional costs that would not
otherwise have been incurred by the other had the transaction not been
consummated through the Exchange. Neither party shall by this agreement or
acquiescence to the Exchange: (a) have their rights under this Agreement
affected or diminished in any manner, or (b) be responsible for compliance with
or be deemed to have warranted to the other that the Exchange in fact complies
with ss.1031 of the Code.

         M. Further Assurances. In addition to the acts and deeds recited herein
and contemplated to be performed, executed and/or delivered by either party at
Closing, each party agrees to perform, execute and deliver, but without any
obligation to incur any additional liability or expense, on or after Closing,
any further deliveries and assurances as may be reasonably necessary to
consummate the transactions contemplated hereby or to further perfect the
conveyance, transfer and assignment of the Premises to Buyer.

         N. Changed Circumstances. If any event shall occur after the
Commencement Date, and before the Closing Date, which is not caused by Seller
("Changed Circumstances"), that renders untrue any representation or warranty
made by Seller in this Agreement, it shall not constitute a breach by Seller of
such representation or warranty, and Seller's reaffirmation of such
representation or warranty at Closing may be qualified by such Changed
Circumstance. If Seller shall obtain knowledge of any Changed Circumstance,
Seller shall provide notice thereof to Buyer within a reasonable period of time.
In the event Buyer receives actual notice of any Material Changed

                                       32


<PAGE>



Circumstance, whether from Seller or any other source, including its own
investigations, then Buyer shall have the right to terminate this Agreement, in
which event both parties shall be relieved from any further obligation under
this Agreement, and the Deposit shall be returned to Buyer. For purposes of this
Agreement, a "Material" Changed Circumstance shall be one that (when taken
together with all other Changed Circumstances) would be reasonably expected to
decrease the annual net operating income of the Property by more than one and
one-half of one percent or would otherwise reasonably be considered material by
a Buyer of similar properties.

         IN WITNESS WHEREOF, the parties, representing to each other that the
authorized representative of the party executing on behalf of each party is duly
authorized and has the ability to so execute the document on behalf of that
party, have caused this Agreement to be executed as of the day and year first
above written.

                                           BUYER:

ATTEST:                                    CEDAR INCOME FUND PARTNERSHIP, L.P.

________________________________           By:_________________________________

                                           Title:______________________________

                                           SELLER:

ATTEST:                                    MARK G. CALDWELL t/d/b/a
                                           CALDWELL DEVELOPMENT COMPANY

________________________________           By:________________________________
                                                     Mark G. Caldwell

Escrow Agent hereby acknowledges receipt of The First Deposit and agrees to hold
and disburse The Deposit in accordance with all of the terms and conditions of
the foregoing Agreement.


ESCROW AGENT

By:__________________________________

                                       33


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>30
<FILENAME>ex10-28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>
<PAGE>

                       FIRST ADDENDUM TO AGREEMENT OF SALE

         This FIRST ADDENDUM is to that certain Agreement for the Sale of Real
Estate (hereinafter, "Agreement") executed contemporaneously herewith with
regard to improved real estate identified in said Agreement as the Halifax
Plaza.

         1. It is further agreed between the parties that Paragraph No. 6,
"Seller's Limited Right to Withdraw" is further modified to provide that Buyer
shall not commence any due diligence expenses for which it would seek
reimbursement until such time that it receives written notice to so proceed from
Seller, which shall not be later than one hundred and eighty (180) days from the
date of this Agreement, whereupon Buyer shall have the full due diligence period
as provided in Paragraph No. 5 of the Agreement.

         IN WITNESS WHEREOF, the parties, representing to each other that the
authorized representative of the party executing on behalf of each party is duly
authorized and has the ability to so execute the document on behalf of that
party, have caused this Agreement to be executed as of the day and year first
above written.

                                           BUYER:

ATTEST:                                    CEDAR INCOME FUND PARTNERSHIP, L.P.

________________________________           By:_________________________________

                                           Title:______________________________

                                           SELLER:

ATTEST:                                    MARK G. CALDWELL t/d/b/a
                                           CALDWELL DEVELOPMENT COMPANY

________________________________           By:_________________________________
                                                     Mark G. Caldwell


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>31
<FILENAME>ex10-29.txt
<DESCRIPTION>EXHIBIT 10.29
<TEXT>
<PAGE>

--------------------------------------------------------------------------------

                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                          HALIFAX PLAZA ASSOCIATES, LP

                 Property: Halifax Plaza, Halifax, Pennsylvania

--------------------------------------------------------------------------------

<PAGE>

                        LIMITED PARTNERSHIP AGREEMENT OF
                          Halifax PLAZA ASSOCIATES, LP

         This Limited Partnership Agreement (this "Agreement") is entered into
as of January 7, 2003, between CIF-Halifax Plaza ASSOCIATES, LLC, a Delaware
limited liability company (the "Developer Partner"), and FAIRPORT ASSOCIATES,
L.P., a Delaware limited partnership (the "Limited Partner").

                                    ARTICLE 1

                                   DEFINITIONS
                                   -----------

         Section 1.1.      Definitions.  As used in this Agreement, the
following terms shall have the following meanings:

                  "Act" means the Delaware Revised Uniform Limited Partnership
Act, as it may be amended from time to time.

                  "Additional Capital Contribution" has the meaning assigned to
such term in Section 6.2.

                  "Adjusted Capital Account Deficit" means, with respect to any
Partner for any taxable year or other period, the deficit balance, if any, in
such Partner's Capital Account as of the end of such year or other period, after
giving effect to the following adjustments:

                           (a) Credit to such Capital Account any amounts that
such Partner is obligated to restore or is deemed obligated to restore as
described in the penultimate sentence of Regulation Section 1.704-2(g)(1) and in
Regulation Section 1.704-2(i)(5); and

                           (b) Debit to such Capital Account the items described
in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

                  "Affiliate" means, with respect to a Person, another Person,
directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with the Person in question. The term
"control" as used in the preceding sentence means, with respect to a Person that
is a corporation, the right to exercise, directly or indirectly, more than 5% of
the voting rights attributable to the shares of the controlled corporation, and,
with respect to a Person that is not a corporation, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled Person.

                  "Approved Loans" shall mean loans made to the Partnership
which are approved in writing by the Limited Partner. The Mortgage Loan shall be
an Approved Loan.

<PAGE>


                  "Bankruptcy" means, with respect to a Person, the occurrence
of (1) an assignment by the Person for the benefit of creditors; (2) the filing
by the Person of a voluntary petition in bankruptcy; (3) the entry of a judgment
by any court that the Person is bankrupt or insolvent, or the entry against the
Person of an order for relief in any bankruptcy or insolvency proceeding; (4)
the filing of a petition or answer by the Person seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation; (5) the filing by the
Person of an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against it in any proceeding for
reorganization or of a similar nature; (6) the consent or acquiescence of the
Person to the appointment of a trustee, receiver or liquidator of the Person or
of all or any substantial part of its properties; or (7) any other event which
would cause the Person to cease to be a Partner of a limited partnership under
Section 18-304 of the Act.

                  "Business Day" means any day other than Saturday, Sunday, or
other day on which commercial banks in New York are authorized or required to
close under the laws of the State of New York.

                  "Capital Account" shall have the meaning set forth in Section
9.1.

                  "Capital Contribution" means, with respect to each Partner,
the amount of (a) cash and the initial Gross Asset Value of any property (net of
liabilities assumed by the Partnership resulting from such contribution and
liabilities to which the property is subject) contributed to the Partnership by
that Partner plus (b) with the Limited Partner's written consent, the amount of
such Partner's payments made to creditors of the Partnership after the date
hereof with respect to Partnership obligations (until such amount is reimbursed
to such Partner).

                  "Capital Proceeds" means funds of the Partnership arising from
a Capital Transaction, less (a) the actual costs incurred by the Partnership
with third parties in consummating the Capital Transaction, (b) the amount of
any Approved Loan repaid from such funds, and (c) reserves approved by the
Partners in amounts reasonably estimated to be required to pay Partnership or
expenses.

                  "Capital Transaction" means the sale, financing, refinancing
or similar transaction of or involving any part or all of the Project Interests
(including condemnation awards, payment of title insurance proceeds or casualty
loss insurance proceeds [other than business interruption or rental loss
insurance proceeds], to the extent such awards and proceeds are not applied to
mortgage indebtedness and not used to repair damage caused by a casualty or
taking or in alleviation of any title defect).

                                      -3-
<PAGE>

                  "Certificate" shall mean a certificate of limited partnership
dated December 16, 2002 filed pursuant to the Act forming the Partnership.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any corresponding provisions of succeeding law.

                  "Depreciation" means, for each taxable year or other period,
an amount equal to the federal income tax depreciation, amortization or other
cost recovery deduction allowable with respect to an asset for the year or other
period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of the year or
other period, Depreciation will be an amount which bears the same ratio to the
beginning Gross Asset Value as the federal income tax depreciation, amortization
or other cost recovery deduction for the year or other period bears to the
beginning adjusted tax basis, provided that if the federal income tax
depreciation, amortization, or other cost recovery deduction for the year or
other period is zero, Depreciation will be determined with reference to the
beginning Gross Asset Value using any reasonable method selected by the General
Partner, subject to the Limited Partner's approval. Notwithstanding the
foregoing of this definition, if the Company has adopted the "remedial
allocation method" described in Section 1.704-3(d) of the Regulations with
respect to any asset, Depreciation for such asset shall be determined in
accordance with Section 1.704-3(d)(2) of the Regulations, rather than in
accordance with the preceding sentence.

                  "Fairport Partnership Agreement" shall mean the Partnership
Agreement of Fairport Associates, L.P. dated as of January 8, 2003 between Kimco
Preferred Investor III, Inc. and CIF-Fairport Associates, LLC, as the same may
hereafter be amended or restated.

                  "GAAP" means generally accepted accounting principles,
consistently applied.

                  "General Partner" means the Partner designated as a General
Partner in accordance with this Agreement, until such Person ceases to be the
General Partner.

                  "Gross Asset Value" has the meaning assigned to it in Section
9.2.

                  "Lease Parameters" shall mean the lease parameters that the
Developer Partner and the Limited Partner agree upon from time to time in
writing.

                                      -4-
<PAGE>


                  "Major Decision" has the meaning assigned to such term in
Section 4.1(b).

                  "Management Agreement" has the meaning assigned to such term
in Section 4.8.

                  "Mortgage" has the meaning assigned to such term in Section
14.2.

                  "Mortgage Loan" shall mean the mortgage loan in the sum of
$4,265,000 to be made by Citizen's Bank of Pennsylvania to the Partnership
pursuant to a Loan Agreement to be entered into between the Partnership and
Citizen's Bank of Pennsylvania.

                  "Net Cash Flow" for any period means Net Operating Income for
such period less debt service on Approved Loans actually paid during such
period.

                  "Net Operating Income" for any period means the amount by
which Operating Revenues for such period exceed Operating Expenses for such
period.

                  "Nonrecourse Deductions" has the meaning set forth in
Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a
given period equals the excess, if any, of the net increase, if any, in the
amount of Partnership Minimum Gain during such period, over the aggregate amount
of any distributions during such period of proceeds of a Nonrecourse Liability
that are allocable to an increase in Partnership Minimum Gain, determined
according to the provisions of Regulations Section 1.704-2(c).

                  "Nonrecourse Liability" has the meaning set forth in
Regulations Section 1.704-2(b)(3).

                  "Operating Budget" means the annual budget, prepared by the
General Partner and submitted in writing to, and approved by, the Limited
Partner, and setting forth the estimated capital and operating expenses of the
Partnership for the then current or immediately succeeding calendar year and for
each month and each calendar quarter of such calendar year, in such detail as
the Limited Partner shall reasonably require.

                  "Operating Expenses" means, for any period, amounts actually
paid by the Partnership for such period (calculated on a cash basis), for
operating expenses of the Project, for capital expenditures not paid from the
Partners' Capital Contributions, for indemnification obligations incurred under
Section 4.9 and for reserves actually funded and approved by the Limited Partner
(or permitted under the current Operating Budget). Operating Expenses shall not
include debt service on Approved Loans, and any non-cash expenses such as
depreciation or amortization.

                                      -5-
<PAGE>


                  "Operating Revenues" means, for any period, the gross receipts
of the Partnership (calculated on a cash basis) arising from the ownership and
operation of the Project during such period, including proceeds of any business
interruption insurance maintained by the Partnership from time to time, but
specifically excluding Capital Proceeds and Capital Contributions.

                  "Partner Nonrecourse Debt" means "partner nonrecourse debt" as
defined in Regulations Sections 1.704-2(b)(4).

                  "Partner Nonrecourse Debt Minimum Gain" means an amount, with
respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain
that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse
Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

                  "Partner Nonrecourse Deductions" means "partnership
nonrecourse deductions" as defined in Regulations Sections 1.704-2(i)(1) and
1.704-2(i)(2).

                  "Partners" means the Limited Partner, the Developer Partner,
and each Person hereafter admitted as a Partner in the Partnership in accordance
with this Agreement, until such Person ceases to be a Partner of the
Partnership.

                  "Partnership" means Halifax Plaza Associates, LP, a Delaware
limited partnership, or any successor thereto.

                  "Partnership Interests" means all of the rights and interests
of whatsoever nature of the Partners in the Partnership, including without
limitation the right to participate in management to the extent herein expressly
provided, to receive distributions of funds, and to receive allocations of
income, gain, loss, deduction, and credit.

                  "Partnership Minimum Gain" means "partnership minimum gain" as
defined in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

                  "Person" means an individual or entity.

                  "Profits" and "Losses" mean, for each taxable year or other
period, an amount equal to the taxable income or loss of the Partnership for the
year or other period, determined in accordance with Section 703(a) of the Code
(including all items of income, gain, loss or deduction required to be stated
separately under Section 703(a)(1) of the Code), with the following adjustments:

                  1. Any income that is exempt from federal income tax and not
otherwise taken into account in computing Profits or Losses will be added to
taxable income or loss;

                                      -6-

<PAGE>

                  2. Any expenditures described in Code Section 705(a)(2)(B) or
treated as Section 705(a)(2)(B) expenditures under Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits
or Losses, will be subtracted from taxable income or loss;

                  3. Gain or loss resulting from any disposition of property
with respect to which gain or loss is recognized for federal income tax purposes
will be computed by reference to the Gross Asset Value of the property,
notwithstanding that the adjusted tax basis of the property differs from its
Gross Asset Value;

                  4. In lieu of depreciation, amortization and other cost
recovery deductions taken into account in computing taxable income or loss,
there will be taken into account Depreciation for the taxable year or other
period;

                  5. Any items which are specially allocated under Section
9.3(c), 9.3(d), or 9.3(e) will not affect calculations of Profits or Losses; and

                  6. If the Gross Asset Value of any Partnership asset is
adjusted under Section 9.2(b) or 9.2(c), the adjustment will be taken into
account as gain or loss from disposition of the asset for purposes of computing
Profits or Losses.

                  "Project" means the land and the improvements located thereon
known as Halifax Plaza, located in Halifax, Pennsylvania, consisting of
approximately 8.528 acres with a shopping center constructed thereon.

                  "Regulations" means the regulations promulgated by the United
States Department of the Treasury pursuant to and in respect of provisions of
the Code. All references herein to sections of the Regulations shall include any
corresponding provisions of succeeding, similar, substitute proposed or final
Regulations.

                  "Regulatory Allocations" has the meaning assigned to it in
Section 9.4(d).

                  "Removal Event" has the meaning assigned to such term in
Section 4.4.

                  "Sharing Ratios" means the percentages in which the Partners
participate in, and bear, certain Partnership items specified in this Agreement.
The initial Capital Sharing Ratios of the Partners are as follows:

                                    Developer Partner 1%
                                    Limited Partner  99%

                                      -7-

<PAGE>

                  "Transfer" means, with respect to a particular property, right
or interest, the assignment, sale, transfer, pledge, disposition, hypothecation,
mortgage, pledge or the grant of a lien or security interest in such right or
interest (or any part thereof), whether voluntarily, involuntarily or by
operation of law, and whether for consideration or no consideration.

                                    ARTICLE 2

                      ORGANIZATIONAL MATTERS; PURPOSE; TERM
                      -------------------------------------

         Section 2.1. Formation of Partnership. The Partnership has been
organized as a Delaware limited partnership by filing the Certificate under the
Act.

         Section 2.2. Name. The name of the Partnership shall be Halifax Plaza
Associates, LP, and all Partnership business must be conducted in that name or
such other name as the General Partner and the Limited Partner approve.

         Section 2.3. Registered Office; Registered Agent; Principal Office. The
registered office and the registered agent of the Partnership shall be as
specified in the Certificate or as designated by the General Partner with the
Limited Partner's approval. The principal office of the Partnership shall be at
c/o SKR Brentway, 44 South Bayles Avenue, Suite 304, Port Washington, New York
11050, or at such other location as the General Partner and the Limited Partner
approve.

         Section 2.4. Foreign Qualification. Before the Partnership conducts
business in any jurisdiction other than Delaware, the General Partner shall
cause the Partnership to comply with all requirements necessary to qualify the
Partnership as a foreign limited partnership in that jurisdiction. At the
request of the General Partner, each Partner shall execute, acknowledge, swear
to, and deliver all certificates and other instruments conforming with this
Agreement that are necessary or appropriate to qualify, continue, or terminate
the Partnership as a foreign limited liability Partnership in all jurisdictions
in which the Partnership may conduct business.

         Section 2.5. Purpose and Scope; Actions Consistent with Certificate.
The purposes and scope of the Partnership's activities are strictly limited to
acquiring, maintaining, owning, leasing, and selling the Project; financing the
foregoing activities; and performing all other activities reasonably necessary
or incidental to the furtherance of such purposes. The Partnership shall not
take any action inconsistent with the Certificate and, to the extent of any
inconsistencies between this agreement and the provisions of the Certificate,
provisions of the Certificate shall control. The Partnership shall conduct its
business at all times so as to comply with the requirements of the Certificate.
The provisions of this Section 2.5 are subject in all respects to the "special
purpose entity" provisions of Article 12. In addition, the Partnership shall at
all times conduct its business so as to comply with the provisions of Article 12
of this Agreement, notwithstanding any other provision in this Agreement to the
contrary. The Partners acknowledge receipt of the documents evidencing and
securing the Mortgage Loan and are aware of provisions in such documents
providing for a default upon occurrence of, among other things, certain property
transfers and transfers of interests in the Partnership; the incurrence of
certain indebtedness; the creation of certain liens; and the liquidation or
dissolution of the Partnership or the General Partner, in each case as more
particularly set forth in the documents evidencing or securing the Mortgage
Loan.


                                      -8-

<PAGE>

         Section 2.6. Term. The Partnership shall commence on the effective date
of the Certificate and shall terminate on May 31, 2037, unless sooner dissolved
as herein provided.

                                    ARTICLE 3

                     PARTNERSHIP; DISPOSITIONS OF INTERESTS
                     --------------------------------------

         Section 3.1. Partners. The initial Partners of the Partnership are the
Limited Partner and the Developer Partner, each of which is admitted to the
Partnership as a Partner as of the date hereof.

         Section 3.2. Dispositions of Partnership Interests.

                  (a) General Restriction. No Partner may Transfer all or any
portion of its Partnership Interest, except with the consent of the other
Partner or as permitted in Sections 3.2(b) or 3.2(c). Any attempted Transfer of
all or any portion of a Partnership Interest, other than in strict accordance
with this Section 3.2, shall be void. Except as permitted in Sections 3.2(b) or
3.2(c), a Person to whom a Partnership Interest is Transferred may be admitted
to the Partnership as a Partner only with the consent of the other Partner,
which may be given or withheld in the other Partner's sole and absolute
discretion. In connection with any Transfer of a Partnership Interest or any
portion thereof, and any admission of an assignee of a Partnership Interest as a
Partner, the Partner making such Transfer and the assignee shall furnish the
other Partner with such documents regarding the Transfer as the other Partner
may reasonably request (in form and substance reasonably satisfactory to the
other Partner), including a copy of the Transfer instrument, a ratification by
the assignee of this Agreement (if the assignee is to be admitted as a Partner),
a legal opinion that the Transfer complies with applicable federal and state
securities laws, and a legal opinion that the Transfer will not result in the
Partnership's termination under Section 708 of the Code. For purposes hereof, a
Transfer shall be deemed to have occurred with respect to a Partner's
Partnership Interest upon any Transfer of an interest in that Partner or in any
entity which directly or indirectly controls such Partner.

                                      -9-

<PAGE>


                  (b) Permitted Transfers. The Developer Partner may assign all
or a portion of its Partnership Interest (direct or indirect) with the consent
of Limited Partner, such consent not to be unreasonably withheld, to any
Affiliate of the Developer Partner (in which Developer Partner owns at least a
51% interest) or to an Affiliate of Cedar Income Fund Partnership, L.P. (in
which Cedar Income Fund Partnership, L.P., directly or indirectly, owns at least
a 51% interest) and, at the election of the Developer Partner, upon any
assignment that transferee shall be admitted as a Partner. Transfers of
interests in the Developer Partner may also be made (without Limited Partner's
consent) to Affiliates of Developer Partner or Cedar Income Fund Partnership,
L.P. so long as not more than 49% of such interests, in the aggregate, are
Transferred and Limited Partner receives prior written notice thereof. Transfers
of interests in Cedar Income Fund Partnership, L.P. may be made at any time
without Limited Partner's consent. The Limited Partner may Transfer its
interests only with the written consent of Kimco Preferred Investor III, Inc.,
its successors and assigns.

         Section 3.3. Creation of Additional Partnership Interests. Additional
Partnership Interests may be created and issued to existing Partners or to other
Persons, and such other Persons may be admitted to the Partnership as Partners,
with the approval of the General Partner and the Limited Partner, on such terms
and conditions as the General Partner and the Limited Partner may determine at
the time of admission. The General Partner may reflect the admission of any new
Partners or the creation of any new class or group of Partner in an amendment to
this Agreement which shall be valid if executed by the General Partner and
Limited Partner.

         Section 3.4. Resignation; Redemption. A Partner may not resign or
withdraw from the Partnership without the consent of the other Partners. A
Partnership Interest may not be redeemed or purchased by the Partnership without
the written consent of the Limited Partner.

         Section 3.5. Information. In addition to the other rights specifically
set forth in this Agreement, each Partner is entitled to the following
information under the circumstances and conditions set forth in the Act: (a)
true and full information regarding the status of the business and financial
condition of the Partnership; (b) promptly after becoming available, a copy of
the Partnership's federal, state and local income tax returns for each year; (c)
a current list of the name and last known business, residence or mailing address
of each Partner and General Partner; (d) a copy of this Agreement, the
Partnership's certificate of formation, and all amendments to such documents;
(e) true and full information regarding the amount of cash and a description and
statement of the agreed value of any other property or services contributed by
each Partner and which each Partner has agreed to contribute in the future, and
the date on which each became a Partner; and (f) other information regarding the
affairs of the Partnership to which that Partner is entitled pursuant to Section
17-305 of the Act (including all Partnership books and records). Under no
circumstances shall any information regarding the Partnership or its business be
kept confidential from any Partner.


                                      -10-

<PAGE>

         Section 3.6. Liability to Third Parties. No Partner shall be liable for
the debts, obligations or liabilities of the Partnership.

                                    ARTICLE 4

                            MANAGEMENT OF PARTNERSHIP
                            -------------------------

         Section 4.1.  Management.

                  (a) General Partner. The Developer Partner shall initially be
the sole General Partner. The General Partner shall manage the affairs of the
Partnership and make all decisions with regard thereto, except where (1) the
Limited Partner's approval is required under this Agreement or (2) the approval
of any of the Partners is expressly required by a non-waivable provision of
applicable law. The Limited Partner shall have sole authority to enforce any
agreement between the Partnership and the Developer Partner (or its Affiliates)
and to make all determinations on behalf of the Partnership with respect
thereto, which determinations shall be reasonably made.

                  (b) Actions Requiring Approval of the Limited Partner. Neither
the General Partner nor the Partnership may take any action described below (the
"Major Decisions") unless it has been approved in writing by the Limited Partner
(and any such action taken without Limited Partner's written consent shall be
null and void):

                           (1) Any sale, transfer, exchange, mortgage,
financing, hypothecation or encumbrance (except as otherwise provided in this
Agreement) of all or any part of the Project, or any lease of the entire
Project; however, the General Partner may make incidental sales, exchanges,
conveyances, or transfers of Partnership personalty or fixtures in the ordinary
course of business if such transaction, together with all other such
transactions in the calendar year in question, involves property having a value
or sales price of less than $25,000 in the aggregate. The Partners approve the
assumption by the Partnership of the Mortgage Loan and the Partners approve the
execution by the Partnership of any document necessary to evidence or secure the
obligation of the Partnership to assume, repay and secure the Mortgage Loan.
Notwithstanding the foregoing, if the Developer Partner is the General Partner,
no sale, transfer or exchange of the Project shall be permitted prior to and
including January 31, 2008.


                                      -11-

<PAGE>

                           (2) Determination of major accounting policies of the
Partnership, including selection of accounting methods and making various
decisions regarding treatment and allocation of transactions for federal and
state income, franchise or other tax purposes.

                           (3) Determination of the terms and conditions of all
borrowings of the Partnership and the identity of the lender thereof; guaranty
the debt of any other Person, or permit the Partnership to incur any debt or
other obligations other than Approved Loans or trade payables with respect to
the Project. The Limited Partner has approved the Mortgage Loan as a permitted
borrowing of the Partnership. Notwithstanding the provisions of Sections
4.1(b)(1), 4.1(b)(3) and 4.1(b)(7), the General Partner may at any time, without
the consent of the Limited Partner, cause the Partnership to refinance the
Mortgage Loan or any other Approved Loan with an institutional lender on terms
no less favorable than those in effect at the time of the refinance, so long as
(a) Limited Partner receives notice of such refinancing at least thirty (30)
days prior to closing and also receives copies of all loan document drafts prior
to closing and (b) such refinancing does not require payment of any prepayment
premium, yield maintenance fee or similar fee to the existing lender (which,
when considered together with all other terms of such refinancing, would result
in overall terms less favorable than those in effect at the time of such
refinance).

                           (4) Making any expenditure or incurring any
obligation by or for the Partnership in excess of 120% of the amount set forth
therefor on an Operating Budget; however, if emergency repairs to the Project
are necessary to avoid imminent danger of injury to the Project or to an
individual, the General Partner may cause the Partnership to make such
expenditures as may be necessary to alleviate such situation and shall promptly
notify the Limited Partner in writing of the event giving rise to such repairs
and the actions taken with respect thereto.

                           (5) Requiring Additional Capital Contributions.

                           (6) Approval of the execution of any lease of any
part or all of the Project, the form of lease agreements, guidelines for minimum
rental rates, minimum and maximum length of lease terms, brokerage commissions,
credit standing of tenants, and approval of any lease amendments which extend
the lease term by more than one year (unless the right to extend is set forth in
the lease), reduce the rent or give a tenant additional rights or options;
notwithstanding the foregoing, the Partnership shall be permitted (without the
consent of Limited Partner) to execute leases and lease amendments that (i) meet
the Lease Parameters and (ii) are on a form of lease or lease amendment that has
been approved by the Limited Partner. The Partnership may also execute lease
amendments without the written consent of the Limited Partner if the lease
amendment does not extend the lease term by more than one year.

                                      -12-

<PAGE>

                           (7) Approval of property manager, leasing agents,
management agreements, construction contracts, and brokerage agreements for the
Project; insurance coverages, the underwriters thereof and claims related
thereto; zoning changes, reciprocal operating agreements, cross-easement
agreements and similar agreements; annual Operating Budgets, including the
amount of reserves for capital improvements, replacements and purchases, tenant
improvements, and leasing commissions included in such Operating Budget;
material modifications of any of the foregoing; and all matters relating to the
Project's compliance with environmental, health, access, and other laws, if and
to the extent that any of the foregoing agreements or actions to be entered into
or taken by the Partnership shall be outside the ordinary course of business of
the Partnership (unless approval of a particular matter is required by another
express term of this Agreement), although General Partner shall provide Limited
Partner with copies of any of the foregoing items before finalizing such items
whether or not Limited Partner's approval is required; and provided further that
all insurance coverages shall comply with insurance required by any Mortgage
Loan and all liability policies shall name Limited Partner as an additional
insured.

                           (8) Using or referencing in any way the name of, or
any affiliation with, the Kimco Realty Corporation or any of its Affiliates in
any advertising.

                           (9) Taking of any legal action (including the filing
of any bankruptcy or insolvency proceeding by or an behalf of the Partnership),
except approval of the Partnership initiating action to collect rentals and
other amounts payable to the Partnership under leases and other occupancy
agreements affecting the Project and evicting tenants and terminating the leases
of tenants who are in default under their leases and defending against tenant
claims and liability claims for which the Partnership maintains insurance
(except that the Partnership may not terminate any lease of a tenant who is not
in default under its lease without the Limited Partner's written consent).

                           (10) Filing of any petition or consenting to the
filing of any petition that would subject the Partnership to a Bankruptcy.

                           (11) Entering into any agreement with the Developer
Partner or an Affiliate of the Developer Partner.

                                      -13-

<PAGE>


                           (12) Merging or consolidating the Partnership, with
or into any Person, or dissolving, terminating or liquidating the Partnership.

                           (13) Amend or terminate the Certificates.

                           (14) Permit the Partnership to enter into any leases
(or amendments of leases) of the Project or undertake any other activity if the
rent from Project leases would (assuming the Limited Partner were the sole owner
of the Project) fail to qualify as "rents from real property" (as such term is
defined in ss. 856 of the Code) or would subject Limited Partner or Kimco Realty
Corporation to taxes under sections 857 or 4981 of the Code. For example, a
"percentage rent" or other provision in a lease providing for payment of a
portion of rent based on the income or profits of a tenant, unless such clause
is based on a fixed percentage or percentages of gross receipts or gross sales,
would be prohibited unless consented to by the Limited Partner. (Such a
percentage rent clause may be based upon gross receipts or sales in excess of a
fixed dollar amount, but only if (i) the fixed dollar amount does not depend in
whole or in part on the income or profits of the tenant, and (ii) the percentage
and the fixed amount must be fixed at the time the lease is executed and may not
be renegotiated during the term of the lease).

                           (15) Permit the Partnership to approve a sublease of
the Project having any percentage rent clauses, other than percentage rent
clauses complying with the immediately preceding subparagraph 14.

                           (16) Engage directly in construction activities
without using an independent contractor or independent subcontractors (for
example, construction of tenant improvements) without the written consent of the
Limited Partner, unless the costs of such construction activities are within the
Approved Budget or are otherwise approved by the Limited Partner.

                           (17) Permit the Partnership to increase, modify,
consolidate, prepay, or extend any Approved Loan. Notwithstanding the provisions
of Sections 4.1(b)(1), 4.1(b)(3) and 4.1(b)(7), the General Partner may at any
time, without the consent of the Limited Partner, cause the Partnership to
refinance the Mortgage Loan or any other Approved Loan with an institutional
lender on terms no less favorable than those in effect at the time of the
refinance, so long as (a) Limited Partner receives notice of such refinancing at
least thirty (30) days prior to closing and also receives copies of all loan
document drafts prior to closing and (b) such refinancing does not require
payment of any prepayment premium, yield maintenance fee or similar fee to the
existing lender (which, when considered together with all other terms of such
refinancing, would result in overall terms less favorable than those in effect
at the time of such refinance).

                                      -14-

<PAGE>


                           (18) Make any loans to the Partnership, any Partner,
any Affiliate of a Partner, or any other party.

                           (19) Cause the Partnership to make any distribution
of property in kind to any Partner.

                           (20) Change the nature of the business conducted by
the Partnership.

                           (21) Take any action inconsistent with the
Certificate.

                  (c) Obligations of the General Partner. The General Partner
shall discharge its duties in a good and proper manner as provided for in this
Agreement. The General Partner, on behalf of the Partnership, shall in good
faith use all reasonable efforts to implement all Major Decisions approved by
the Limited Partner, enforce agreements entered into by the Partnership, and
conduct the ordinary business and affairs of the Partnership in accordance with
good industry practice and this Agreement. The General Partner shall not
delegate any of its rights or powers to manage and control the business and
affairs of the Partnership without the prior written consent of the Limited
Partner.

                  (d) Operating Budgets. The Partnership shall operate under an
annual Operating Budget, draft of which shall be prepared and submitted by the
General Partner to the Limited Partner for approval. After a draft annual
Operating Budget has been approved, the General Partner shall use diligent good
faith efforts to implement the Operating Budget on behalf of the Partnership and
may cause the Partnership to incur the expenditures and obligations therein
provided. Within 45 days after the date hereof the General Partner shall prepare
and submit to the Limited Partner for approval a proposed Operating Budget for
the period beginning with the anticipated acquisition date of the Project and
ending on December 31, 2003. If an Operating Budget is not approved by the
Limited Partner by the acquisition date of the Project, the General Partner may
incur commercially reasonable expenses to operate the Project; however, no
expenditures shall be made for capital items, to Affiliates of the Developer
Partner (other than payment of the Management Fee in accordance with the
Property Management Agreement), or in excess of $10,000 without the approval of
the Limited Partner. Thereafter, the General Partner shall deliver to the
Limited Partner for approval a proposed Operating Budget for each calendar year
by November 1 of the preceding calendar year. Provided that the Limited Partner
receives the proposed Operating Budget for each calendar year by November 1 of
the preceding calendar year, together with all supporting information necessary
for the Limited Partner to review the Operating Budget, the Limited Partner will
approve, reject, or provide changes to the Operating Budget by December 15 of
the year in which the proposed Operating Budget was submitted to the Limited
Partner. If an Operating Budget for any calendar year has not been approved by
January 1 of that year, the Partnership shall continue to operate under the
Operating Budget for the previous year with such adjustments as may be necessary
to reflect deletion of non-recurring expense items set forth on the previous
Operating Budget and increased insurance costs, taxes, utility costs, and debt
service payments; however, no payments or reimbursements to the Developer
Partner or any of its Affiliates (other than payment of the management fee in
accordance with the previous Operating Budget and reimbursements to the Property
General Partner for out-of-pocket expenses incurred in connection with the
Project and in accordance with the previous Operating Budget) nor capital
expenditures (other than deposits into the Capital Reserve) shall be made by the
Partnership for that year until an Operating Budget for such year is approved,
unless the Limited Partner specifically consents thereto in writing.
Notwithstanding anything to the contrary set forth in Section 4.1(d), although
the General Partner shall be required to submit an annual Operating Budget to
the Limited Partner, the General Partner shall only be required to obtain the
Limited Partner's consent to or approval of such Operating Budget if required
under the definition of "Operating Budget".

                                      -15-

<PAGE>


                  (e) Limited Partner. Whenever this Agreement requires the
consent or approval of the Limited Partner or the Partners to a certain matter,
the consent or approval of the Limited Partner shall not be effective without
the consent of the then general partner of the Limited Partner and of Kimco
Preferred Investor III, Inc. (a limited partner of the Limited Partner), its
successors and assigns. Whenever the Limited Partner is given the right to take
any action pursuant to this Agreement, such action must be approved by Kimco
Preferred Investor III, Inc., its successors and assigns.

         Section 4.2.  Meetings of Partners.

                  (a) Regular Meetings. The Partners shall hold annual meetings
after the General Partner submits an Operating Budget to the Limited Partner for
its review, to discuss the Project, and to discuss such other matters regarding
Partnership business as the Partners may elect. Any such meeting may be held by
phone with the written consent of the Limited Partner.

                  (b) Special Meetings. Special meetings of the Partners may be
called by the General Partner or by the Limited Partner at any time by
delivering at least two-business days' prior notice thereof to the other Partner
to discuss such matters regarding Partnership business as the Partners may
elect. Any such meeting may be held by phone with the written consent of the
Limited Partner.

                  (c) Procedure. Each Partnership meeting shall be held at the
principal place of business of the Partnership, unless the Partners otherwise
agree. Attendance of a Person at a meeting shall constitute a waiver of notice
of such meeting, unless such Person attends the meeting for the purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened. A Person may vote at such meeting by written
proxy executed by that Person and delivered to a General Partner or Partner. A
proxy shall be revocable unless it is stated to be irrevocable. Any action
required or permitted to be taken at such meeting may be taken without a
meeting, without prior notice, and without a vote if a consent or consents in
writing, setting forth the action so taken, is signed by the General Partner and
the Partners that would be necessary to take the action at a meeting at which
all Partners were present and voted. Any meeting may take place by means of
telephone conference, video conference, or similar communication equipment by
means of which all Persons participating therein can hear each other.

                                      -16-

<PAGE>

         Section 4.3.  Intentionally Omitted.

         Section 4.4. Removal of General Partner. The General Partner may be
removed by the Limited Partner as provided herein under the following
circumstances (each, which is not cured by the Developer Partner within the
period set forth herein, a "Removal Event"):

                  (a) A Transfer in violation of Section 3.2(a) occurs, or
Developer Partner (1) commits a criminal act (which has an adverse effect on the
Partnership or the Limited Partner), (2) misapplies any funds derived from the
Project, including security deposits, insurance proceeds or condemnation awards,
which action has an adverse effect on the Partnership or the Limited Partner;
(3) commits fraud, misrepresentation, gross negligence or willful misconduct
(which has an adverse effect on the Partnership or the Limited Partner); (4)
fails to maintain insurance as required by this Agreement or to pay or provide
for payment of any taxes or assessments affecting the Project provided that
funds are available to the Partnership with which to do so (which has an adverse
effect on the Partnership or the Limited Partner); or (5) intentionally damages
or destroys the Project, or any part thereof not covered by insurance.

                  (b) Failure of the Developer Partner to make Additional
Capital Contributions so that the outstanding aggregate amount of all unpaid
Additional Capital Contributions of the Developer Partner exceed $50,000.

                  (c) Bankruptcy of the Partnership.

                  (d) The liquidation or dissolution of the General Partner.

                  (e) Bankruptcy of the General Partner (a "Bankruptcy Removal
Event").

                                      -17-

<PAGE>

                  (f) The occurrence of a material default by an Affiliate of
the Developer Partner under any management or other service contract between the
Partnership and an Affiliate of the Developer Partner and the General Partner's
failure within thirty (30) days of the giving of notice thereof by the Limited
Partner to the Developer Partner to cause such contract to be terminated and
replaced with a contract with a non-affiliated third party.

                  (g) A Major Decision is made or taken without Limited
Partner's written consent (and, in the case of Major Decisions specified in
clauses (2), (4), (6), (7), (9) or (16) taken without Limited Partner's written
consent, there is an adverse effect to either the Partnership or Limited Partner
as a result of the action so taken).

                  (h) The Partnership fails to make a distribution to Limited
Partner as and when required pursuant to Sections 8.1 or 8.2.

                  (i) The material breach by Developer Partner of a covenant set
forth in this Agreement, the breach of which is not otherwise specified in this
Section 4.4.

                  (j) Intentionally Omitted.

                  (k) A Removal Event (as defined in the Fairport Partnership
Agreement) shall occur and be continuing.

                  If Limited Partner shall have reasonably determined that a
Removal Event has occurred, Limited Partner shall give written notice thereof to
Developer Partner together with a detailed specification of the claimed Removal
Event and the circumstances thereof. If such Removal Event shall be reasonably
susceptible of cure, Developer Partner shall have the right to cure such Removal
Event within the thirty (30) day period following receipt of notice thereof from
the Limited Partner. Notwithstanding anything in this paragraph to the contrary,
however, (i) no cure rights shall be available with respect to Removal Events
specified in Sections 4.4(a)(1), (2), (3) and (5) and Sections 4.4(c), (e) or
(k) and (ii) if the notice is given by Preferred Member with respect to a
Removal Event specified in Section 4.4(a)(4) or 4.4(h) the cure period shall be
5 business days. If Developer Partner shall fail to cure such Removal Event
within such thirty (30) day period, then, subject to the rights of Developer
Partner and Limited Partner to cause such matter to be submitted to arbitration,
the Limited Partner may remove Developer Partner as the General Partner, in
which event (i) the Limited Partner may appoint itself or an Affiliate of the
Limited Partner, or a third party, as General Partner. If the Removal Event
arises because of an event specified in Sections 4.4 (a)(1), (2), (3) or (5),
4.4(g) (which has an adverse effect on the Partnership or Limited Partner), or
4.4(h) of this Agreement or the Fairport Partnership Agreement, the Limited
Partner may at any time elect (by written notice to the Developer Partner) to
purchase the Partnership Interest of the Developer Partner for a purchase price
equal to the difference between (A) the lesser of (i) an amount which the
Developer Partner would receive if the Project were sold for its fair market
value (less Imputed Closing Costs), or (ii) the unreturned Capital Contributions
of the Developer Partner, less (B) all damages and costs incurred by the
Partnership in connection with such Removal Event.

                                      -18-

<PAGE>

                  The fair market value of the Project shall be determined by
the Limited Partner and the Developer Partner (or its representative) within 30
days after the Limited Partner elects to purchase such Partnership Interest. If
such Persons are unable to agree on the fair market value of the Project, the
Limited Partner, by notice to the Developer Partner (or its representative), may
require the determination of the fair market value to be made by an independent
appraiser specified in that notice. If the Person receiving that notice objects
to the independent appraiser designated therein within ten days after it
receives such notice and the Limited Partner and such Person fail to agree on an
independent appraiser, then either may request that the New York City, New York
office of the American Arbitration Association (the "AAA") designate an
independent appraiser, in which case the selection of the appraiser by the AAA
shall be binding on the parties. The determination of the selected appraiser
shall be final and binding on all parties. The Partnership shall pay the cost of
the appraisal. The closing of such transaction shall occur within 30 days after
the purchase price for the Partnership Interest in question is finally
determined.

                  If Limited Partner desires to remove Developer Partner as the
General Partner because a Removal Event (other than a Removal Event specified in
Section 4.4(k)) has occurred, then either the Developer Partner or the Limited
Partner shall have the right to require (by written notice to the other Partner)
that the issue of whether or not a Removal Event has occurred be submitted to
binding arbitration. The sole parties to such arbitration shall be the Developer
Partner and Limited Partner. The sole issues to be submitted to and determined
by such arbitration is whether or not a Removal Event has occurred, or, if a
Removal Event has occurred, whether mitigating factors exist sufficient to allow
Developer Partner to remain as the General Partner notwithstanding the
occurrence of such Removal Event (and in the case of any election by the Limited
Partner to purchase the Developer Partner's Partnership Interest (if
applicable), whether mitigating factors exist sufficient to deny the Limited
Partner the right to exercise such election). The arbitration shall be handled
in the following manner:

                           (i) The matter shall be submitted to binding
arbitration in New York City, New York in accordance with the rules of the AAA
then in effect, except as otherwise set forth in this Agreement. A single
arbitrator (not affiliated with any firm or organization providing services to
either party or their Affiliates) shall be selected.


                                      -19-

<PAGE>

                           (ii) Each party shall have the right to take limited
discovery, which shall in all event be completed within 60 days of the date
arbitration has been requested by either party, unless the other party shall
fail to cooperate in the taking of such discovery.

                           (iii) The matter shall be decided based on briefs and
affidavits submitted to the arbitrator, and without any testimony of live
witnesses, unless the arbitrator desires in its sole discretion to have a
hearing with witnesses.

                           (iv) The decision of the arbitrator shall be final
and non-appealable.

                           (v) Each party shall pay (x) its own attorneys' fees
and costs in submitting the matter to arbitration and (y) 50% of the fees of the
arbitrator. The losing party shall reimburse the prevailing party for any AAA
filing fees paid by the prevailing party and any arbitration order shall so
state the foregoing.

                           (vi) If the arbitrator decides that a Removal Event
has occurred without mitigating factors, the arbitrator shall enter an order (x)
declaring that a Removal Event has occurred, and (y) with the prevailing party's
consent, declaring that the Developer Partner shall cease to be the General
Partner of the Partnership and Limited Partner (or its designee) shall be the
new managing Partner. The arbitrator shall have the power to order injunctive
relief consistent with the foregoing.

                           (vii) The arbitrator shall not have any power to
enter any damage award except as specified in subsection (e) above.

                           Even if the parties elect to proceed to arbitration
concerning whether or not a Removal Event has occurred, either Partner shall be
permitted to pursue other remedies (at law or equity) permitted by this
Agreement for breach by the other Partner of its obligations hereunder.

                           If the Developer Partner is ever removed as the
General Partner, the Developer Partner shall have all rights of a limited
partner specified in the Act.

         Section 4.5. Reimbursement of Expenses. Each Partner shall be
reimbursed for all out-of-pocket expenses actually incurred by it directly in
conjunction with the business and affairs of the Partnership (including travel
costs, telephone costs, and similar expenses, but excluding any salary expenses,
employee expenses, and administrative expenses even if such excluded expenses
are incurred in connection with (or allocable to) Partnership business), to the
extent set forth on an Operating Budget or as otherwise approved in writing by
the Limited Partner. Upon request, the General Partner shall provide reasonable
supporting verification to the other Partners for all expenditures for which any
reimbursement is requested. The General Partner shall at all times maintain
insurance in amounts required by the Mortgage Loan provided that there are funds
available to the Partnership with which to do so and if there are no such funds
to do so General Partner shall give immediate written notice to Limited Partner
(but if the cost thereof exceeds by more than 10% the budgeted amount therefor
in an Operating Budget, the Developer Partner shall notify Limited Partner in
writing before paying the cost thereof).

                                      -20-

<PAGE>


         Section 4.6. Compensation of General Partner. Except for expense
reimbursements set forth in Section 4.5, no compensatory payment shall be made
by the Partnership to the General Partner or any Partner for the services to the
Partnership of such General Partner, Partner or any Partner or employee of such
Partner.

         Section 4.7.  Transactions with Affiliates.

                  (a) General. When any service or activity to be performed on
behalf of the Partnership is performed by an Affiliate of a Partner, the fee
payable for such service or activity shall not exceed the fee which would be
payable by the Partnership to an unaffiliated third party of comparable standing
providing the same services.

                  (b) Termination of Agreements with Affiliates. If the
Developer Partner is removed as General Partner as a result of the occurrence of
a Removal Event, then the Partnership may terminate all agreements with
Developer Partner's Affiliates without penalty or fee, and all such agreements
must contain a provision that allows for the exercise of the right of
termination under this Section 4.7(b). The Limited Partner may enforce this
provision on behalf of the Partnership.

         Section 4.8. Property Management Agreement. The Partnership is
contemporaneously entering into a Property Management Agreement ("Management
Agreement") with Brentway Management LLC ("Property Manager"), an Affiliate of
the Developer Partner, under which Property Manager shall manage and lease the
Project. The Management Agreement will provide that Property Manager shall be
paid fees more particularly set forth in the Management Agreement. The General
Partner or an Affiliate shall also be entitled to a fee on a sale or refinancing
equal to .75% of the sale price or refinance amount, as the case may be, subject
to a total cap on fees to third parties and the General Partner or its Affiliate
of 1.5% (for example, if an outside broker's fee is 1.5%, no fee shall be
payable to the General Partner or its Affiliate).

                                      -21-

<PAGE>


         Section 4.9. Indemnification; Reimbursement of Expenses; Insurance. To
the fullest extent permitted by the Act: the Partnership shall hold harmless,
indemnify and defend the General Partner from all losses, liabilities, claims,
damages, expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements of any kind or nature whatsoever, including the reasonable fees
and actual expenses of the General Partner's counsel, which arise, result from
or relate to any threatened, pending or completed action, suit or proceeding
("Proceeding"), relating to the ownership or operation of the Project or the
business of the Partnership (other than claims and liabilities excluded below),
including, without limitation, expenses incurred by the General Partner (1) in
advance of the final disposition of any Proceeding to which such General Partner
was, is or is threatened to be made a party, and (2) in connection with its as a
witness or other participation in any Proceeding. The foregoing indemnity shall
also extend to any Affiliate of the General Partner (including Cedar Income Fund
Partnership, L.P. and Cedar Income Fund Ltd.) which may execute an environmental
indemnity in favor of the holder of the Mortgage Loan such that such Affiliate
shall be reimbursed by the Partnership (prior to distributions to Partners) for
any amount paid on account of such environmental indemnity. The foregoing
indemnity shall also extend to any brokerage commissions or finder's fees
claimed by any broker or other party against the General Partner in connection
with the Project, or any of the transactions contemplated by this Agreement. The
Partnership shall indemnify and advance expenses to an Officer, employee or
agent of the Partnership to the same extent and subject to the same conditions
under which it may indemnify and advance expenses to General Partners under the
preceding sentence. The provisions of this Section 4.9 shall not be exclusive of
any other right under any law, provision of the Certificate or this Agreement,
or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to
actions constituting gross negligence, willful misconduct or bad faith, or
involving a breach of this Agreement, but shall apply to actions constituting
simple negligence. The Partnership may purchase and maintain insurance to
protect itself and any General Partner, officer, employee or agent of the
Partnership, whether or not the Partnership would have the power to indemnify
such Person under this Section 4.9. This indemnification obligation shall be
limited to the assets of Partnership and no Partner shall be required to make a
Capital Contribution in respect thereof.

          Section 4.10. Other Business Activities. Subject to the other express
provisions of this Agreement, each Partner, General Partner, Officer or
Affiliate thereof may engage in and possess interests in other business ventures
of any and every type and description, independently or with others, including
ones in direct or indirect competition with the Partnership, with no obligation
to offer to the Partnership or any other Partner, General Partner or Officer the
right to participate therein or to account therefor. The Partnership may
transact business with any Partner, General Partner, Officer or Affiliate
thereof, subject to the approval rights of the Limited Partner described herein,
provided the terms of those transactions are no less favorable than those the
Partnership could obtain from unrelated third parties. Each Partner and its
Affiliates has numerous ownership interests in other real estate projects and
neither Partner shall be required to offer any business opportunity or interest
to the Partnership.

                                      -22-

<PAGE>


         Section 4.11. Indemnification of Limited Partner. The Partnership shall
indemnify, defend and hold Limited Partner harmless from and against any and all
losses, liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments, suits, costs or disbursements of any kind or nature whatsoever,
including the reasonable fees and actual expenses of Limited Partner's counsel,
arising in connection with (1) any investigative, administrative, mediation,
arbitration, or judicial proceeding, commenced or threatened at any time against
Limited Partner (whether or not the Partnership is a party thereto), in any way
related to the execution, delivery or performance of this Agreement or to the
Project, and (2) any proceeding instituted by the seller of the Project against
Limited Partner (whether or not the Partnership is a party thereto), and (3) any
brokerage commissions or finder's fees claimed by any broker or other party
against Partnership or Limited Partner in connection with the Project, or any of
the transactions contemplated by this Agreement. Limited Partner shall not be
entitled to indemnification to the extent any of the foregoing are caused solely
by the Limited Partner's gross negligence or willful misconduct. This
indemnification obligation shall be limited to the assets of Partnership and no
Partner shall be required to make a Capital Contribution in respect thereof.

                                    ARTICLE 5

                            ACCOUNTING AND REPORTING
                            ------------------------

         Section 5.1.  Fiscal Year, Accounts, Reports.

                  (a) The fiscal year of the Partnership shall be the calendar
year.

                  (b) The books of account of the Partnership shall be kept and
maintained (at Partnership expense) by the General Partner on an accrual basis
in accordance with GAAP. The Partnership shall report its operations for tax
purposes on an accrual basis. The General Partner shall prepare a reconciliation
of such books and records to cash receipts and disbursements. The books of
account shall be kept at the principal place of business of the Partnership, and
shall at all times be available for inspection by the Partners. All
distributions of Net Cash Flow and Capital Proceeds shall be accompanied by
income statements prepared by the General Partner setting forth in detail the
calculation of the amount of each such distribution.

                                      -23-

<PAGE>


                  (c) The General Partner shall, at Partnership expense, furnish
to the Partners (1) on or before the 30th day after the end of each calendar
quarter, an unaudited statement setting forth and describing in reasonable
detail the receipts and expenditures of the Partnership during the preceding
month and comparing the results of operations of the Partnership for such month
and for the year to date to the appropriate Operating Budget, (2) on or before
90 days after the end of each fiscal year, a balance sheet of the Partnership
dated as of the end of such fiscal year, a statement of the Partners' Capital
Accounts, a statement of Net Cash Flow, and a statement setting forth the
Profits and Losses for such fiscal year, audited by an independent firm of
certified public accountants as selected by the General Partner and approved by
the Limited Partner (the Limited Partner hereby approves Ernst & Young, LLP as
the initial certified public accounting firm for the Partnership), and unaudited
statements of the foregoing for the prior calendar year shall be sent to the
Partners within 60 days following the end of each calendar year, and (3) from
time to time, all other information relating to the Partnership and the business
and affairs of each, reasonably requested by any Partner.

                  (d) Each Partner, at its expense, may at all reasonable times
during usual business hours audit, examine, and make copies of or extracts from
the books of account records, files, and bank statements of the Partnership.
Such right may be exercised by any Partner, or by its designated agents or
employees.

         Section 5.2. Bank Accounts. The General Partner shall open and maintain
(in the name of the Partnership) a special bank account or accounts in a bank or
savings and loan association, the deposits of which are insured, up to the
applicable limits, by an agency of the United States government, in which shall
be deposited all funds of the Partnership.

         Section 5.3. Financial Accounting Matters. The method by which the
financial statements of the Partnership shall be prepared (including the
allocation of all revenues and expenses, including depreciation, to the
respective Partner's Capital Accounts) shall be such reasonable method as is
employed by the General Partner for other properties of which it shall be the
owner or the general partner or managing Partner thereof.

                                    ARTICLE 6

                              CAPITAL CONTRIBUTIONS
                              ---------------------

         Section 6.1. Initial Capital Contributions. The Developer Partner has
contributed cash of $___________ to the Partnership on the date hereof which
shall constitute the Developer Partner's initial Capital Contribution.

                                      -24-

<PAGE>


         The Limited Partner has contributed cash of $____________ to the
Partnership on the date hereof which shall constitute the Limited Partner's
initial Capital Contribution.

         Section 6.2. Additional Capital Contributions. After the initial
Capital Contributions have been made, each Member shall make Capital
Contributions to the Partnership in proportion to their respective Capital
Sharing Ratios as may be approved by the General Partner and the Limited Partner
for the conduct of the Partnership's business, maintenance of its assets, and
discharge of its liabilities. Each additional contribution made under this
Section 6.2 is an "Additional Capital Contribution".

         Section 6.3. Return of Contributions. Except as expressly provided
herein, no Partner shall be entitled to (a) the return of any part of its
Capital Contributions, (b) any interest in respect of any Capital Contribution,
or (c) the fair market value of its Partnership Interest in connection with a
withdrawal from the Partnership or otherwise. Unrepaid Capital Contributions
shall not be a liability of the Partnership or of any Partner. No Partner shall
be required to contribute or lend any cash or property to the Partnership to
enable the Partnership to return any Partner's Capital Contributions to the
Partnership.

         Section 6.4. Partner Loans. If the Partnership shall have insufficient
cash to pay its obligations, any Partner, with the approval of the Limited
Partner and the General Partner, may advance such funds for the Partnership on
such terms and conditions as the lending Partner, the Limited Partner, and the
General Partner may determine. Each such advance shall constitute a loan from
such Partner to the Partnership and shall not constitute a Capital Contribution.

         Section 6.5. Balances. The Partnership's books and records shall
contain entries indicating the type and amount of Capital Contributions made to
the Partnership.

                                    ARTICLE 7

                              THIRD PARTY FINANCING
                              ---------------------

         Section 7.1. Initial Financing. The Partnership approves borrowing
pursuant to the Mortgage Loan. The Mortgage Loan is secured by a first-priority
mortgage lien on the Project. General Partner shall deliver (or cause to be
delivered to Limited Partner) to the Limited Partner all notices,
correspondence, and information delivered by the holder (or servicer) of the
Mortgage Loan to the Partnership.

                                      -25-

<PAGE>

                                    ARTICLE 8

                                  DISTRIBUTIONS
                                  -------------

         Section 8.1. Distribution of Net Cash Flow. The Net Cash Flow for each
calendar quarter shall be distributed to the Partners on or before the 10th day
following the end of each calendar quarter as follows: 1% to the Developer
Partner and 99% to the Limited Partner.

         Section 8.2. Distribution of Capital Proceeds. Capital Proceeds of the
Partnership shall be distributed to the Partners within 10 days following
receipt by the Partnership of such Capital Proceeds as follows: 1% to the
Developer Partner and 99% to the Limited Partner.

         Section 8.3. Statements. All distributions of Net Cash Flow and Capital
Proceeds shall be accompanied by income statements setting forth in detail the
calculation of the amount of each such distribution.

                                    ARTICLE 9

                 CAPITAL ACCOUNTS, ALLOCATIONS, AND TAX MATTERS
                 ----------------------------------------------

         Section 9.1.  Capital Accounts.

                  (a) Establishment and Maintenance. A separate capital account
("Capital Account") will be maintained for each Partner in accordance with
Regulations 1.704-1(b)(iv). The General Partner shall establish and maintain a
single Capital Account for each Partner which reflects each Partner's Capital
Contributions to the Partnership. Each Capital Account shall also reflect the
allocations and distributions made pursuant to Article 8 and otherwise be
adjusted in accordance with Code Section 704 and the principles set forth in
Treasury Regulations Sections 1.704-1(b) and 1.704-2. In applying such
principles, any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 704(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i) shall be allocated among the Partners
in proportion to their respective Sharing Ratios. The Partners intend that the
Partnership be treated as a partnership for tax purposes.

         The Capital Accounts will be adjusted as follows:

                           (1) Each Partner's Capital Account will be credited
with the Partner's Capital Contributions, the Partner's distributive share of
Profits, any items in the nature of income or gain that are specially allocated
to the Partner under Sections 9.4(c), 9.4(d), or 9.4(e), and the amount of any
Partnership liabilities that are assumed by the Partner or secured by any
Partnership property distributed to the Partner.

                                      -26-

<PAGE>


                           (2) Each Partner's Capital Account will be debited
with the amount of cash and the Gross Asset Value of any Partnership property
distributed to the Partner under any provision of this Agreement, the Partner's
distributive share of Losses, any items in the nature of deduction or loss that
are specially allocated to the Partner under Sections 9.4(c), 9.4(d) or 9.4(e),
and the amount of any liabilities of the Partner assumed by the Partnership or
which are secured by any property contributed by the Partner to the Partnership.

                  (b) Initial Capital Accounts. The initial Capital Account
balance of each Partner equals the amount of cash contributed by each Partner as
its Initial Capital Contribution, which balances have been determined in
accordance with the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(f).

                  (c) Transfer. If any interest in the Partnership is
transferred in accordance with the terms of this Agreement, the transferee will
succeed to the Capital Account of the transferor to the extent it relates to the
transferred interest.

                  (d) Modifications by General Partner. The provisions of this
Section 9.2 and the other provisions of this Agreement relating to the
maintenance of Capital Accounts have been included in this Agreement to comply
with Section 704(b) of the Code and the Regulations promulgated thereunder and
will be interpreted and applied in a manner consistent with those provisions and
the Regulations. The General Partner may, with the consent of the Limited
Partner, modify the manner in which the Capital Accounts are maintained under
this Section 9.2 to comply with those provisions and the Regulations, as well as
upon the occurrence of events that might otherwise cause this Agreement not to
comply with those provisions and the Regulations; however, without the unanimous
consent of all Partners, the General Partner may not make any modification to
the way Capital Accounts are maintained if such modification would have the
effect of changing the amount of distributions to which any Partner would be
entitled during the operation, or upon the liquidation, of the Partnership.

         Section 9.2. Adjustment of Gross Asset Value. "Gross Asset Value", with
respect to any asset, is the adjusted basis of that asset for federal income tax
purposes, except as follows:

                  (a) The initial Gross Asset Value of any asset contributed (or
deemed contributed under Regulations Section 1-708-1(b)(1)(iv) by a Partner to
the Partnership will be the fair market value of the asset on the date of the
contribution, as determined by the General Partner and the Limited Partner.

                  (b) The Gross Asset Values of all assets will be adjusted to
equal the respective fair market values of the assets, as determined by the
General Partner and the Limited Partner, as of (1) the acquisition of an
additional interest in the Partnership by any new or existing Partner in
exchange for more than a de minimis capital contribution, (2) the distribution
by the Partnership to a Partner of more than a de minimis amount of Partnership
property as consideration for an interest in the Partnership if an adjustment is
necessary or appropriate to reflect the relative economic interests of the
Partners in the Partnership, and (3) the liquidation of the Partnership within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(g).

                                      -27-

<PAGE>

                  (c) The Gross Asset Value of any asset distributed to any
Partner will be the gross fair market value of the asset on the date of
distribution as approved by General Partner and Limited Partner.

                  (d) The Gross Asset Values of assets will be increased or
decreased to reflect any adjustment to the adjusted basis of the assets under
Code Section 734(b) or 743(b), but only to the extent that the adjustment is
taken into account in determining Capital Accounts under Regulations Section
1.704-1(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted
under this Section 9.2 to the extent that the General Partner determines that an
adjustment under Section 9.2(b) is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment under this Section
9.2(d).

                  (e) After the Gross Asset Value of any asset has been
determined or adjusted under Section 9.2(a), 9.2(b) or 9.2(d), Gross Asset Value
will be adjusted by the Depreciation taken into account with respect to the
asset for purposes of computing Profits or Losses.

         Section 9.3.  Profits, Losses and Distributive Shares of Tax Items.

                           (a) Profits (other than from Capital Transactions).
Except as otherwise provided in Sections 9.3(d), 9.3(e) and 9.3(f), and except
as otherwise provided in Article 10 (relating to allocation of Profits upon
dissolution), Profits for any taxable year (other than those arising from a
Capital Transaction) shall be allocated to the Partners in accordance with their
respective Sharing Ratios.

                  (1) (b) Profits (from Capital Transactions). Except as
otherwise provided in Sections 9.3(c), 9.3(d), 9.3(e) and 9.3(f), and except as
otherwise provided in Article 10 (relating to allocation of Profits upon
dissolution), Profits for any taxable year arising from a Capital Transaction
shall be allocated to the Partners in accordance with their respective Sharing
Ratios.

                                      -28-

<PAGE>

                  (c) Losses. Except as otherwise provided in Sections 9.3(d),
9.3(e), and 9.3(f), Losses for any taxable year shall be allocated in the
following manner:

                           (1) First, to the Partners in proportion to their
respective adjusted Capital Account balances, but not in excess of the adjusted
Capital Account balance of each such Partner before the allocation provided for
in this Section 9.3(c)(1); and

                           (2) thereafter, to the Partners with positive Capital
Account balances (in proportion to such balances) to the extent further
allocations of Losses to a Partner under this Section 9.3(c) would cause such
Partner to have an Adjusted Capital Account Deficit.

                  (d) Special Allocations. The following special allocations
will be made in the following order and priority before allocations of Profits
and Losses:

                           (1) Partnership Minimum Gain Chargeback. If there is
a net decrease in Partnership Minimum Gain during any taxable year or other
period for which allocations are made, before any other allocation under this
Agreement, each Partner will be specially allocated items of Partnership income
and gain for that period (and, if necessary, subsequent periods) in proportion
to, and to the extent of, an amount equal to such Partner's share of the net
decrease in Partnership Minimum Gain during such year determined in accordance
with Regulations Section 1.704-2(g)(2). The items to be allocated will be
determined in accordance with Regulations Sections 1.704(2)(f)(6) and
1.704-2(j)(2). This Section 9.3(d)(1) is intended to comply with the Partnership
Minimum Gain chargeback requirements of the Regulations, will be interpreted
consistently with the Regulations and will be subject to all exceptions provided
therein.

                           (2) Partner Nonrecourse Debt Minimum Gain Chargeback.
Notwithstanding any other provision of this Section 9.3 (other than Section
9.3(d)(1) which shall be applied first), if there is a net decrease in Partner
Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt during
any taxable year or other period for which allocations are made, any Partner
with a share of such Partner Nonrecourse Debt Minimum Gain (determined under
Regulations Section 1.704-2(i)(5)) as of the beginning of the year will be
specially allocated items of Partnership income and gain for that period (and,
if necessary, subsequent periods) in an amount equal to such Partner's share of
the net decrease in the Partner Nonrecourse Debt Minimum Gain during such year
determined in accordance with Regulations Section 1.704-2(i)(4). The items to be
so allocated will be determined in accordance with Regulations Sections
1.704-2(i)(4) and 1.704-2(j)(2). This Section 9.3(d)(2) is intended to comply
with the Partner Nonrecourse Debt Minimum Gain chargeback requirements of the
Regulations, will be interpreted consistently with the Regulations and will be
subject to all exceptions provided therein.

                                      -29-

<PAGE>


                           (3) Qualified Income Offset. A Partner who
unexpectedly receives any adjustment, allocation or distribution described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially
allocated items of Partnership income and gain in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted
Capital Account Deficit of the Partner as quickly as possible.

                           (4) Nonrecourse Deductions. Nonrecourse Deductions
for any taxable year or other period for which allocations are made will be
allocated among the Partners in proportion to their respective Sharing Ratios.

                           (5) Partner Nonrecourse Deductions. Notwithstanding
anything to the contrary in this Agreement, any Partner Nonrecourse Deductions
for any taxable year or other period for which allocations are made will be
allocated to the Partner who bears the economic risk of loss with respect to the
Partner Nonrecourse Debt to which the Partner Nonrecourse Deductions are
attributable in accordance with Regulations Section 1.704-2(i).

                           (6) Code Section 754 Adjustments. To the extent an
adjustment to the adjusted tax basis of any Partnership asset under Code
Sections 734(b) or 743(b) is required to be taken into account in determining
Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of
the adjustment to the Capital Accounts will be treated as an item of gain (if
the adjustment increases the basis of the asset) or loss (if the adjustment
decreases the basis), and the gain or loss will be specially allocated to the
Partners in a manner consistent with the manner in which their Capital Accounts
are required to be adjusted under Regulations Section 1.704-1(b)(2(iv)(m).

                  (e) Curative Allocations. The allocations set forth in Section
9.3(d) (the "Regulatory Allocations") are intended to comply with certain
requirements of the Regulations. The Regulatory Allocations may effect results
which would be inconsistent with the manner in which the Partners intend to
divide Partnership distributions. Accordingly, the General Partner is authorized
to divide other allocations of Profits, Losses, and other items among the
Partners, to the extent that they exist, so that the net amount of the
Regulatory Allocations and the special allocations to each Partner is zero. The
General Partner will have discretion to accomplish this result in any reasonable
manner that is consistent with Code Section 704 and the related Regulations.

                                      -30-

<PAGE>


                  (f) Tax Allocations--Code Section 704(c). For federal, state
and local income tax purposes, Partnership income, gain, loss, deduction or
expense (or any item thereof) for each fiscal year shall be allocated to and
among the Partners to reflect the allocations made pursuant to the provisions of
this Section 9.3 for such fiscal year. In accordance with Code Section 704(c)
and the related Regulations, income, gain, loss and deduction with respect to
any property contributed to the capital of the Partnership, solely for tax
purposes, will be allocated among the Partners so as to take account of any
variation between the adjusted basis to the Partnership of the property for
federal income tax purposes and the initial Gross Asset Value of the property
(computed in accordance with Section 9.2). If the Gross Asset Value of any
Partnership asset is adjusted under Section 9.2(b), subsequent allocations of
income, gain, loss and deduction with respect to that asset will take account of
any variation between the adjusted basis of the asset for federal income tax
purposes and its Gross Asset Value in the same manner as under Code Section
704(c) and the related Regulations. Any elections or other decisions relating to
allocations under this Section 9.3(f) will be made in any manner that the
General Partner determines reasonably reflects the purpose and intention of this
Agreement as consented to by the Partners. Allocations under this Section 9.3(f)
are solely for purposes of federal, state and local taxes and will not affect,
or in any way be taken into account in computing, any Partner's Capital Account
or share of Profits, Losses or other items or distributions under any provision
of this Agreement.

                  (g) Reporting. Partners shall be bound by the provisions of
this Section 9.3(g) in reporting their shares of Partnership income and loss for
income tax purposes.

         Section 9.4. Tax Returns. The General Partner shall cause to be
prepared and filed (but no filing shall be made until the Limited Partner has
approved in writing such tax returns) all necessary federal and state income tax
returns for the Partnership, including making the elections described in Section
9.5. Each Partner shall furnish to the General Partner all pertinent information
in its possession relating to Partnership operations that is necessary to enable
such income tax returns to be prepared and filed.

         Section 9.5. Tax Elections. The following elections shall be made on
the appropriate returns of the Partnership:

                  (a) to adopt the calendar year as the Partnership's fiscal
year;

                  (b) to adopt the accrual method of accounting and to keep the
Partnership's books and records on the accrual method;

                                      -31-

<PAGE>


                  (c) if there is a distribution of Partnership property as
described in section 734 of the Code or if there is a transfer of a Partnership
interest as described in section 743 of the Code, upon written request of any
Partner, to elect, pursuant to section 754 of the Code, to adjust the basis of
Partnership properties; and

                  (d) to elect to amortize the organizational expenses of the
Partnership ratably over a period of 60 months as permitted by section 709(b) of
the Code.

                  No election shall be made by the Partnership or any Partner to
be excluded from the application of the provisions of subchapter K of chapter 1
of subtitle A of the Code or any similar provisions of applicable state laws.

         Section 9.6. Tax Matters Partner. The Partner serving as General
Partner shall be the "tax matters partner" of the Partnership pursuant to
section 6231(a)(7) of the Code. As tax matters partner, such Partner shall take
such action as may be necessary to cause each other Partner to become a "notice
partner" within the meaning of section 6223 of the Code. Such Partner shall
inform each other Partner of all significant matters that may come to its
attention in its capacity as tax matters partner by giving notice thereof within
ten days after becoming aware thereof and, within such time, shall forward to
each other Partner copies of all significant written communications it may
receive in such capacity. Such Partner shall not take any action contemplated by
sections 6222 through 6232 of the Code without the consent of the Limited
Partner. This provision is not intended to authorize such Partner to take any
action left to the determination of an individual Partner under sections 6222
through 6232 of the Code.

         Section 9.7. Allocations on Transfer of Interests. All items of income,
gain, loss, deduction, and credit allocable to any interest in the Partnership
that may have been transferred shall be allocated between the transferor and the
transferee based upon the closing of the books method, unless the transferor and
transferee otherwise agree.

         Section 9.8. Sharing of Company Nonrecourse Debt. Solely for purposes
of determining a Partner's proportionate share of the "excess nonrecourse
liabilities" of the Company within the meaning of Regulations Section
1.752-3(a), the Partners' interests in Company profits are in proportion to
their Sharing Ratios.

         Section 9.9. Intent of Allocations. The parties intend that the
foregoing tax allocation provisions of this Article 9 shall produce final
Capital Account balances of the Partners such that distributions made in
accordance with Section 10.2(c)(2) (after unpaid loans and interest thereon,
including those owed to Partners have been paid) are made in accordance with
final Capital Account balances. To the extent that the tax allocation provisions
of this Article 9 would fail to produce such final Capital Account balances, (i)
such provisions shall be amended by the General Partner (with the Limited
Partner's written consent) if and to the extent necessary to produce such result
and (ii) taxable income and taxable loss of the Partnership for prior open years
(or items of gross income and deduction of the Partnership for such years) shall
be reallocated by the General Partner among the Partners (with the Limited
Partner's written consent) to the extent it is not possible to achieve such
result with allocations of items of income (including gross income) and
deduction for the current year and future years, as approved by the General
Partner and Limited Partner. This Section 9.9 shall control notwithstanding any
reallocation or adjustment of taxable income, taxable loss, or items thereof by
the Internal Revenue Service or any other taxing authority.

                                      -32-

<PAGE>


                                   ARTICLE 10

              WITHDRAWAL, DISSOLUTION, LIQUIDATION, AND TERMINATION
              -----------------------------------------------------

         Section 10.1. Dissolution, Liquidation, and Termination Generally. The
Partnership shall be dissolved (but not prior to payment in full of the Mortgage
Loan) upon the first to occur of any of the following:

                  (a) the first day of the first taxable year of the Partnership
following the taxable year in which occurs the sale or disposition of all of the
assets of the Partnership and the receipt, in cash, of all consideration
therefor unless all the Partners elect not to dissolve the Partnership;

                  (b) the determination of the General Partner and the Limited
Partner to dissolve the Partnership; or

                  (c) the occurrence of any event which, as a matter of law,
requires that the Partnership be dissolved (other than a Bankruptcy of a Partner
which shall not dissolve the Partnership).

         Section 10.2. Liquidation and Termination. Upon dissolution of the
Partnership, unless it is continued as provided above, the General Partner shall
act as liquidator or may appoint one or more other Persons as liquidator;
however, if the Partnership is dissolved because of an event occurring with
respect to the General Partner, the liquidator shall be one or more Persons
selected in writing by the other Partner. The liquidator shall proceed
diligently to wind up the affairs of the Partnership and make final
distributions as provided herein. The costs of liquidation shall be a
Partnership expense. Until final distribution, the liquidator shall continue to
operate the Partnership properties with all of the power and authority of the
General Partner hereunder. The steps to be accomplished by the liquidator are as
follows:

                                      -33-

<PAGE>

                  (a) as promptly as possible after dissolution and again after
final liquidation, the liquidator shall cause a proper accounting to be made by
Ernst & Young, LLC or such other firm of certified public accountants as is
acceptable to the Limited Partner of the Partnership's assets, liabilities, and
operations through the last day of the calendar month in which the dissolution
shall occur or the final liquidation shall be completed, as applicable;

                  (b) the liquidator shall pay all of the debts and liabilities
of the Partnership or otherwise make adequate provision therefor (including the
establishment of a cash escrow fund for contingent liabilities in such amount
and for such term as the liquidator may reasonably determine); and

                  (c) all remaining assets of the Partnership shall be
distributed to the Partners as follows:

                           (1) the liquidator may sell any or all Partnership
property and the sum of (A) any resulting gain or loss from each sale plus (B)
the fair market value of such property that has not been sold shall be
determined and (notwithstanding the provisions of Article 9) income, gain, loss,
and deduction inherent in such property (that has not been reflected in the
Capital Accounts previously) shall be allocated among the Partners to the extent
possible to cause the Capital Account balance of each Partner to equal the
amount distributable to such Partner under Article 8; and

                           (2) after Capital Accounts have been adjusted for all
distributions under Article 8 and all allocations of Profits and Losses under
Sections 9.3, 9.9 and Section 10.2(c)(1), Partnership property shall be
distributed in accordance with Section 8.2.

Notwithstanding anything to the contrary, in the event the Partnership is
"liquidated" within the meaning of Regulations ss. 1.704-1(b)(2)(ii)(g),
liquidating distributions shall be made pursuant to this Section 10.2 by the end
of the taxable year in which the Partnership is liquidated, or, if later, within
ninety (90) days after the date of such liquidation. Distributions pursuant to
the preceding sentence may be made to a trust for the purpose of an orderly
liquidation of the Partnership by the trust in accordance with the Act.

         Section 10.3. Deficit Capital Accounts. No Partner shall be required to
pay to the Partnership, to any other Partner or to any third party any deficit
balance which may exist from time to time in the Partner's capital account.

                                      -34-

<PAGE>


         Section 10.4. Cancellation of Certificate. On completion of the
distribution of Partnership assets, the Partner (or such other person as the Act
may require or permit) shall file a Certificate of Cancellation with the
Secretary of State of Delaware, cancel any other filings made pursuant to
Section 2.5, and take such other actions as may be necessary to terminate the
existence of the Partnership.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS
                            ------------------------

         Section 11.1. Notices. All notices provided for or permitted to be
given pursuant to this Agreement must be in writing and shall be given or served
by (a) depositing the same in the United States mail addressed to the party to
be notified, postpaid and certified with return receipt requested, (b) by
delivering such notice in person to such party, or (c) by prepaid telegram,
telex, or telecopy. By giving written notice thereof, each Partner shall have
the right from time to time to change its address pursuant hereto. Notices shall
be given to the parties at the following addresses:

If to Developer Partner:   Cedar Bay Income Fund Partnership, L.P.
                           c/o Cedar Bay Realty Advisors
                           44 South Bayles Avenue
                           Port Washington, New York 11050
                           Attention: Mr. Leo S. Ullman

with a copy to:            c/o Cedar Bay Realty Advisors
                           44 South Bayles Avenue
                           Port Washington, New York 11050
                           Attention: General Counsel

If to Limited Partner:     c/o Kimco Realty Corporation
                           3333 New Hyde Park Road
                           New Hyde Park, NY 11042
                           Attention:  Mr. Michael Pappagallo

with a copy to:            Stephen M. Lyons III, Esq.
                           Reed Smith LLP
                           2500 One Liberty Place
                           Philadelphia, PA 19103

          Section 11.2. Governing Law. This Agreement and the obligations of the
Partners hereunder shall be construed and enforced in accordance with the laws
of the State of Delaware, excluding any conflicts of law rule or principle which
might refer such construction to the laws of another state or country. Each
Partner submits to the jurisdiction of the state and federal courts in the State
of Delaware.

         Section 11.3. Entireties; Amendments. This Agreement and its exhibits
constitute the entire agreement between the Partners relative to the formation
of the Partnership. Except as otherwise provided herein, no amendments to this
Agreement shall be binding upon any Partner unless set forth in a document duly
executed by such Partner.

                                      -35-
<PAGE>


         Section 11.4. Waiver. No consent or waiver, express or implied, by any
Partner of any breach or default by any other Partner in the performance by the
other Partner of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such other Partner of the same or any other obligation hereunder. Failure on the
part of any Partner to complain of any act or to declare any other Partner in
default, irrespective of how long such failure continues, shall not constitute a
waiver of rights hereunder.

         Section 11.5. Severability. If any provision of this Agreement or the
application thereof to any Person or circumstances shall be invalid or
unenforceable to any extent, and such invalidity or unenforceability does not
destroy the basis of the bargain between the parties, then the remainder of this
Agreement and the application of such provisions to other Persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

         Section 11.6. Ownership of Property and Right of Partition. A Partner's
interest in the Partnership shall be personal property for all purposes. No
Partner shall have any right to partition the property owned by the Partnership
or any Subsidiary.

         Section 11.7. Captions, References. Pronouns, wherever used herein, and
of whatever gender, shall include natural persons and corporations and
associations of every kind and character, and the singular shall include the
plural wherever and as often as may be appropriate. Article and section headings
are for convenience of reference and shall not affect the construction or
interpretation of this Agreement. Whenever the terms "hereof", "hereby",
"herein", or words of similar import are used in this Agreement they shall be
construed as referring to this Agreement in its entirety rather than to a
particular section or provision, unless the context specifically indicates to
the contrary. Whenever the word "including" is used herein, it shall be
construed to mean including without limitation. Any reference to a particular
"Article" or a "Section" shall be construed as referring to the indicated
article or section of this Agreement unless the context indicates to the
contrary.

         Section 11.8. Involvement of Partners in Certain Proceedings. Should
any Partner become involved in legal proceedings unrelated to the Partnership's
business in which the Partnership is required to provide books, records, an
accounting, or other information, then such Partner shall indemnify, defend and
hold harmless the Partnership from all liabilities and expenses (including
reasonable attorneys' fees and costs) incurred in conjunction therewith.

                                      -36-
<PAGE>

         Section 11.9. Interest. No amount charged as interest on loans
hereunder shall exceed the maximum rate from time to time allowed by applicable
law.

         Section 11.10. Counterparts. This Agreement may be executed in one or
more counterparts (and by different parties hereto on different counterparts),
each of which will constitute an original, but all of which when taken together
shall constitute a single contract. A facsimile signature shall for all purposes
be deemed to be an original signature, and either party hereto shall forward to
the other party an original signature if required by the other party.

         Section 11.11. Approvals and Consents of Limited Partner. Whenever
under the terms of this Agreement the approval or consent of the Limited Partner
shall be required, the Limited Partner shall not unreasonably withhold or
condition such approval or consent and such approval or consent shall be deemed
given if the Limited Partner shall not respond to any written request for
consent or approval within ten (10) days after the Limited Partner's receipt of
such written request for consent or approval. If the Limited Partner shall give
notice to the Developer Partner within such ten (10) day period that it does not
believe the Developer Partner has provided the necessary information or
documentation on which Limited Partner may reasonably make a decision on the
matter in question (and shall specify the additional information or
documentation required), then the foregoing ten (10) day period shall be
extended to the date which is ten (10) days after Developer Partner has provided
the Limited Partner with such additional information or documentation as shall
be reasonably required by the Limited Partner in order to make a decision on the
matter in question.

         Section 11.12. Buyout Rights. Reference is hereby made to Articles 4,
12 and 13 of the Fairport Partnership Agreement. Whenever the interest of the
Developer Partner (as defined in the Fairport Partnership Agreement) is to be
sold pursuant to said Articles 4, 12 or 13, then the interest of the Developer
Partner (as defined in this Agreement) under this Agreement shall be transferred
to, or as directed by, the Preferred Partner (as defined in such Property
Partnership Agreement) subject to the terms and conditions of each of said
Articles 4, 12 and 13 as if such partnership interest were an interest of the
Developer Partner (as defined in the Fairport Partnership Agreement) in the
Fairport Partnership.


                                      -37-

<PAGE>
                                   ARTICLE 12

                                 SPE PROVISIONS

                  Notwithstanding any provision hereof to the contrary, the
following shall govern:

                  (a) The Company shall:

(i)      Maintain books and records separate from any other person or entity;

(ii)     Maintain its bank accounts separate from any other person or entity;

(iii)    Not commingle assets with those of any other entity and shall hold all
of its assets in its own name;

(iv)     Conduct its own business in its own name;

(v)      Pay its own liabilities out of its own funds;

(vi)     Maintain an arm's length relationship with its affiliates;

(vii)    Pay the salaries of its own employees and maintain a sufficient number
of employees in light of its contemplated business operations;

(viii)   Not guarantee or become obligated for the debts of any other entity or
hold out its credit as being available to satisfy the obligations of others;

(ix)     Not acquire obligations or securities of its Member;

(x)      Use separate stationery, invoices and checks;

                                      -38-
<PAGE>


(xi)     Hold itself out as a separate entity;

(xii)    Correct any known misunderstanding regarding its separate identity;

(xiii)   Maintain adequate capital in light of its contemplated business
operations;

(xiiiv)  Not identify itself as a division of any other person or entity;

(xiv)    Not hold, form or acquire any subsidiaries;

(xvi)    Observe all limited liability company formalities; and

(xvii)   File its tax returns separate from any other entity.

                  13. Non-Compliance. Failure of the Company, or the Member on
behalf of the Company, to comply with any of the foregoing covenants or any
other covenants contained in this Agreement shall not affect the status of the
Company as a separate legal entity or the limited liability of the Member.

                                      -39-

<PAGE>

                  14. Effect of Bankruptcy, Death or Incompetency of a Limited
Partner. The bankruptcy, death, dissolution, liquidation, termination or
adjudication of incompetency of a Limited Partner shall not cause the
termination or dissolution of the Partnership and the business of the
Partnership shall continue. Upon any such occurrence, the trustee, receiver,
executor, administrator, committee, guardian or conservator of such Limited
Partner shall have all the rights of such Limited Partner for the purpose of
settling or managing its estate or property, subject to satisfying conditions
precedent to the admission of such assignee as a substitute Limited Partner. The
transfer by such trustee, receiver, executor, administrator, committee, guardian
or conservator of any Partnership Interest shall be subject to all of the
restrictions, hereunder to which such transfer would have been subject if such
transfer had been made by such bankrupt, deceased, dissolved, liquidated,
terminated or incompetent Limited Partner.

                       [signatures continued on next page]


                                      -40-

<PAGE>


                  Executed effective as of the date above written.

                                    GENERAL PARTNER/DEVELOPER

                                    PARTNER:

                                    CIF-HALIFAX PLAZA ASSOCIATES, LLC,
                                    a Delaware limited liability company

                                    By:  Cedar Income Fund
                                         Partnership, L.P., a Delaware
                                         limited partnership, its sole
                                         member

                                         By:  Cedar Income Fund, Ltd.,
                                              a Maryland Corporation,
                                              its general partner


                                              By: __________________________
                                                  Brenda J. Walker,
                                                  Vice President





                       [signatures continued on next page]
                       -----------------------------------

                                      -41-

<PAGE>




                                    LIMITED PARTNER:

                                    FAIRPORT ASSOCIATES, L.P.

                                    By:  CIF-Fairport Associates, LLC,
                                         a Delaware limited liability
                                         company, its general partner


                                    By:  Cedar Income Fund
                                         Partnership, L.P., a limited
                                         partnership, its sole member


                                    By:  Cedar Income Fund, Ltd., a
                                         Maryland corporation, its
                                         general partner


                                         By: ___________________________
                                             Brenda J. Walker,
                                             Vice President



                                      -42-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>32
<FILENAME>ex10-30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>
<PAGE>

                          PROPERTY MANAGEMENT AGREEMENT
                          -----------------------------

                                 [Halifax Plaza]

           THIS PROPERTY MANAGEMENT AGREEMENT ("Agreement") made as of January ,
2003 by and between HALIFAX PLAZA ASSOCIATES, L.P., a Delaware limited
partnership ("Owner"), and BRENTWAY MANAGEMENT LLC, a New York limited liability
company ("Manager").

                                   BACKGROUND

          A. Owner is the owner of the land and improvements known as Halifax
Plaza, Halifax, Pennsylvania (the "Property").

          B. Owner desires to retain Manager as Owner's exclusive manager and
broker for the purposes of leasing and managing the Property on behalf of Owner
and Manager is willing to act as Manager for Owner with respect to the Property
on the terms and conditions of the Agreement as more fully set forth herein.

          NOW THEREFORE, in consideration of the agreements and covenants herein
contained, and intending to be legally bound hereby, Owner and Manager agree as
follows:

         1. Owner hereby employs Manager to manage and lease as the exclusive
broker the Property upon the terms and conditions hereinafter set forth for an
initial term of one (1) year from the date hereof unless otherwise extended,
renewed or terminated as hereinafter set forth.

         2. Manager agrees to perform the following:

                  2.1. Use its best efforts to lease or cause brokers or other
agents to lease on behalf of Owner all available space in the Property;

                  2.2. Diligently to collect rents, additional rents and all
other sums due from tenants when due and, where necessary or appropriate, and
except as directed otherwise by Owner (in which event Owner shall bear the
administrative costs of relieving Manager of such duty or duties), take all such
actions as Manager shall deem necessary or advisable to enforce all rights and
remedies of Owner under the leases relating to the Property (the "Leases") or to
protect the interest of Owner, including, without limitation, the preparation
and delivery to tenants under the Leases ("Tenants") of all "late payment",
default, and other appropriate notices, requests, bills, demands, and
statements. Manager may retain counsel, collection agencies, and such other
persons and firms as Manager shall deem appropriate or advisable to enforce,
after notification to Owner, by legal action the rights and remedies of Owner
against any Tenant default in the performance of its obligations under a Lease.
Manager shall promptly notify Owner of the progress of any such legal action;



<PAGE>


                  2.3. To pay from the operating funds of the Property or such
other funds as are provided by Owner bills and expenses for the maintenance,
repair and operation of the Property, provided, however, that all expenditures
in excess of $5,000 in any single transaction or more than $50,000 in the
aggregate in any period of twelve (12) consecutive months shall be subject to
Owner's approval unless such expenditure is included in the operating budget for
the Property that has been approved by Owner, and provided further that Manager
shall notify Owner of budget expenditures cumulatively exceeding one hundred ten
percent (110%) of the total expenditures shown on any approved annual budget;

                  2.4. To establish and maintain such books of account, records,
and other documentation pertaining to the operation and maintenance of the
Property as are customarily maintained by managing Managers of properties
similar in location and size to that of the Property. Manager shall prepare or
cause to be prepared and file all returns and other reports relating to the
Property (other than (a) income tax returns and (b) any reports or returns that
may be required of any foreign owner of U.S. real property) as may be required
by any governmental authority or otherwise under this Agreement. Manager shall
periodically report to Owner on the general operations, occupancy, physical
condition, disbursements, delinquencies, uncollectible accounts, and other
matters relating to the Property. Manager shall prepare and forward to Owner a
written report each month showing the receipts and expenditures for such month,
the receipts and expenditures year-to-date and the variations from the agreed
upon budget. These statements shall, upon Owner's request, be accompanied by
appropriate documentation of all expenditures made by Manager under this
Agreement. As soon as practicable after the end of each calendar year and after
the expiration or termination of this Agreement, Manager shall use reasonable
efforts to prepare and deliver to Owner statements pertaining to the operation
and maintenance of the Property during the preceding calendar year. Manager
shall prepare and submit to Owner for its approval no later than December 1st of
each calendar year (or such later date as the parties agree) a proposed pro
forma budget for all costs pertaining to the operation and maintenance of the
Property during the ensuing calendar year. Each such budget shall be
substantially in the same form as the approved budget in effect for the prior
calendar year, shall set forth expenditures on an annual and a monthly basis,
and shall not, except for informational purposes, include estimates for costs
and expenses for which Owner will be reimbursed by Tenants under the Leases.
Manager shall make such reasonable modifications to each proposed pro forma
budget it prepares in accordance with this section until Owner shall have
approved this budget in writing, which approval shall not be unreasonably
withheld or delayed;

                                      -2-
<PAGE>

                  2.5. To account for all advance deposits of Tenants;

                  2.6. To refund to Tenants from escrow accounts, funds of the
Property or funds provided by Owner, as appropriate, pro-rated rents, rebates,
allowances, advance deposit refunds, and such other amounts as are legally due
Tenants;

                  2.7. To collect from Tenants all insurance policies, Tenant
insurance certificates, or other evidence of insurance required to be carried by
Tenants;

                  2.8. Unless otherwise instructed by Owner, to secure for and
on behalf of and at the expense of Owner such insurance, including without
limitation, employee dishonesty insurance, fire and extended coverage property
insurance, public liability insurance and workers' compensation insurance, as
may be deemed by Owner (or any mortgagees) to be necessary or appropriate, in
amounts satisfactory to Owner and Manager and naming Owner and Manager as
co-insureds and in form and substance satisfactory to Owner, Manager and any
mortgagees; provided, however, that if Manager promptly notifies Owner of the
insurance so secured on behalf of Owner, and promptly complies with Owner's
instructions regarding such insurance, Owner releases and holds Manager harmless
of and from any claims, loss, damages and liability of any nature whatsoever
based upon or in any way relating to Manager's securing or failure to secure any
insurance, or any decision made by Manager with respect to the amount or extent
of coverage thereof or the company or companies issuing, brokering or
negotiating such insurance;

                  2.9. To respond to complaints and inquiries by Tenants,
prospective tenants and others, and to take such corrective actions as Manager
deems appropriate;

                  2.10. To contract on behalf of and at the expense of Owner for
such supplies and services in reasonable quantities and at reasonable prices as
may be appropriate with respect to the Property, and to supervise and administer
such contracts, including, without limitation, contracts for mechanical
maintenance (including preventative maintenance), window and facade maintenance
and cleaning, metal maintenance, pest control, trash removal, janitorial and
maintenance supplies, building security, public relations, collection and credit
reporting, legal and accounting services, computer services, architectural and
engineering services, laundry services, and janitorial or cleaning services,
provided Manager shall obtain competitive bids from two non-affiliates for any
conract having a value of $10,000.00 or more;

                  2.11. Intentionally omitted;

                                      -3-

<PAGE>


                  2.12. Intentionally omitted;

                  2.13. To supervise and coordinate the moving in and moving out
of Tenants to accomplish efficient and time saving use of personnel and
elevators and maintain appropriate public relations with Tenants and prospective
tenants;

                  2.14. Manager shall maintain casualty and liability insurance
in the name of the Owner for the Property in amounts reasonably acceptable to
Owner;

                  2.15. To prepare and file or cause to be prepared and filed on
behalf of Owner such applications for permits, and/or licenses as may be
required for the operation of the Property;

                  2.16. To prepare and, where appropriate, transmit payroll
records, accounting reports, vacancy and occupancy reports, delinquency reports,
cash flow reports, and disbursement ledgers. Manager may contract with others,
including but not limited to entities or persons affiliated with it, or provide
its own personnel for the performance of accounting, bookkeeping and computer
services in connection with such preparation and transmittal, all without any
additional charge to Owner;

                  2.17. To institute and prosecute on behalf of Owner such legal
actions or proceedings as the Manager deems appropriate; to collect sums due
Owner; with Owner's approval, to evict a Tenant, former Tenant or occupant of
the Property; to regain possession of the Property or any part thereof; to
contest any bill or charge asserted against or with respect to the Property; to
defend any administrative or legal action brought against Manager; to defend any
administrative or legal action brought against Owner with respect to the
Property or the Property with Owner's approval;

                  2.18. To maintain such bank or similar accounts on behalf of
Owner, and in Owner's name, as are necessary or appropriate in the operation of
the Property, including such reserve, investment, security, escrow and other
accounts, it being understood that all rents and income from the Property shall
be deposited into an account in Owner's name;

                  2.19. To open and maintain accounts on behalf of Owner with
such suppliers and vendors as are necessary or appropriate for the efficient
operation of the Property;

                  2.20. Subject to the approval by the Owner, to join and
participate on Owner's behalf in such professional, trade or industry
organizations and associations relating to shopping centers as is necessary or
appropriate with respect to the operation of the Property;

                                      -4-

<PAGE>


                  2.21. To notify Owner of any violations of any laws, orders,
rules, or determinations of any governmental authority or agency affecting the
Property promptly after such occurrence is known to Manager;

                  2.22. To notify Owner of any catastrophe or major loss or
damage or other material adverse change with respect to the Property, and to
similarly notify all appropriate insurance authorities of the same, promptly
upon Manager's knowledge thereof;

                  2.23. To supervise and arrange for all construction work
performed on behalf of Owner at, in or about the Property. Manager shall be paid
a construction supervision fee in the amount of five percent (5%) of the total
construction costs or such greater amount as is negotiated and agreed upon by
Manager and Owner;

                  2.24. Upon request of Owner, to provide or arrange for such
engineering, architectural, design or consulting services with respect to
construction, rehabilitation or decorating work or proposed construction,
rehabilitation or decorating work at the Property, all such services to be paid
for by Owner;

                  2.25. With Owner's approval, to handle on behalf of Owner the
submission to appropriate insurance officials of insurance claims and, with the
consent of the Owner, the settlement thereof;

                  2.26. To prepare such reports, data, presentations, market
surveys or other material as Owner requests in connection with the sale,
refinancing, disposition or master leasing of the Property;

                  2.27. To institute at Owner's expense, advertising, marketing
and public relations campaigns pertaining to the Property;

                  2.28. To recommend to Owner, where Manager deems it
appropriate, programs for the rehabilitation, remodeling, repairs and marketing
of the Property; and

                  2.29. To perform such other services on behalf of Owner with
respect to the Property customarily performed by Managers within the Property's
geographical area as shall be reasonably requested from time to time by Owner.
If Owner and Manager disagree as to which services are customarily performed by
Managers as aforesaid, Manager shall not be required to perform such service
until resolution of such dispute, and such non-performance shall not be the
basis of termination by Owner of this Agreement.

                                      -5-

<PAGE>


         3. Owner expressly withholds from Manager any power or authority to
make any structural changes in any building or to make any other major
alterations or additions in or to any such building or equipment therein, or to
incur any expense chargeable to Owner other than expenses related to exercising
the express powers above vested in Manager without the prior written direction
of Owner (or any party that Owner shall direct), except such emergency repairs
as may be required because of danger to life or property or which are
immediately necessary for the preservation and safety of the Property or the
safety of the occupants thereof or are required to avoid the suspension of any
necessary service to the Property.

                  3.1. Manager agrees to remit promptly to the account
designated by Owner, all receipts received in the prior calendar month with
respect to the Property in excess of budgeted operating expenses and reserves.

                  3.2. Manager's duties under this Agreement are limited as
follows:

                           (i) Manager shall not have any authority to enter
into any leases for or on behalf of the Owner, although the Manager shall be
authorized to negotiate term sheets for leases of space in the Property and
present those term sheets to Owner for Owner's approval. All leases of space in
the Property must be signed by the Owner and must be on a lease form approved by
the Owner.

                           (ii) Manager shall obtain and present to Owner for
approval and execution by Owner contracts for electricity, gas, fuel, water and
telephone, maintenance services, trash services, and other services as Manager
deems advisable. Manager may enter into contracts on behalf of Owner only after
Owner's written approval thereof provided that Owner's approval is not required
for a contract for a service in which the cost for such service under such
contract does not exceed the cost specified in the Budget. Manager shall not
have authority to enter into any contract for any services whose estimated cost
would exceed the cost specified therefor in the Budget.

                           (iii) Manager shall give Owner prompt written notice
of any claim which may affect the Property, or of any alleged violations of any
applicable law relating to the Property. Manager may not hire any legal counsel
to defend any such claim against Owner without Owner's prior written consent.

                           (iv) To the extent that operating revenues of the
Property are available to do so, Manager shall use all reasonable efforts to
cause the Property to be operated in accordance with applicable law and all
insurance requirements; provided, however, that Manager shall not, without the
prior written consent of Owner, make any alterations or repairs, if not included
in the then current budget, except for emergency repairs described in Section 3.

                                      -6-

<PAGE>


                           (v) To the extent that operating revenues of the
Property are available to do so, Manager shall enforce all provisions of all
contracts and leases to which Owner is a party, except that Manager may not
institute any legal action against a vendor or a tenant without the written
approval of the Owner.

                           (vi) Manager shall establish, maintain and supervise
at the Manager's office such books and records necessary or desirable in order
for Manager to render monthly financial statements to the Owner. Such records
shall be kept for a period of not less than three (3) years and, upon
termination of this Agreement for any reason, Manager shall turn over all of
such books and records to the Owner and be relieved of any obligation to
maintain records thereafter. Owner or any partner of Owner shall have the right
to inspect such records at any time upon 24 hours notice to the Manager.

                           (vii) If Manager must engage employees to render the
services required by Manager hereunder, all such employees shall be employees of
the Manager, and not employees of the Owner.

         4. Owner, and not Manager, shall be responsible for providing the
necessary funds to maintain and operate the Property as efficiently as possible
and in a first class manner in keeping with the standards of operations for
similarly situated shopping centers in the area and Manager's obligations
hereunder are conditioned upon Owner doing so. Owner shall advance such funds to
Manager no later than fifteen (15) days after its receipt from Manager of notice
of the necessity for such advance. Owner agrees to provide any anticipated cash
deficits fifteen (15) days prior to its occurrence. If Owner fails to provide
such funds to Manager, however, Owner shall not be liable in damages or for
specific performance and Manager's remedies for breach by Owner of Owner's
covenants in this Section 4 shall be to terminate this Agreement, in which event
the provisions of Section 10 hereof shall be applicable.

         5. Except as otherwise provided for herein, Owner shall pay to Manager
a property management fee in an amount equal to 3% of the gross receipts of the
Property. This fee shall be payable in monthly installments from the operating
accounts maintained pursuant to Section 2.18 hereof. Gross receipts of the
Property shall include all rents, percentage rents, tenant charges,
reimbursements from Tenants for common area maintenance charges, insurance,
utilities and real estate taxes and such other amounts as are collected from
Tenants, but shall exclude the proceeds from any sale or refinancing of the
Property or any portion thereof and the proceeds of any settlements, insurance
award (except for rental loss insurance) or condemnation award. This fee does
not include commissions for leasing services set forth in Section 5.2.

                                      -7-

<PAGE>


                  5.1. To the extent that operating revenues of the Property are
insufficient to pay the management fee in full when due, and to the extent that
Manager agrees in writing in advance to defer receipt by it of any part of the
management fee due it, the amount so deferred shall bear interest at the rate of
two (2) percentage points in excess of the "prime rate" or "base rate" from time
to time announced by Citibank, N.A., New York New York compounded monthly.
Nothing herein contained, however, shall be construed to obligate Manager to
defer receipt by it of any management fee or other fees whatsoever.

                  5.2. Manager or its affiliate shall be the leasing agent for
the Property. Owner shall pay brokerage commissions as follows:

                           (a) Subject to the provisions of subsection (e)
hereof, with respect to all leases negotiated with new tenants a commission of
(a) 4% of gross minimum rent (which, as used in this agreement, excludes common
area maintenances, taxes and expense reimbursements payable by a tenant) for
leases of less than 5,000 rentable square feet and (6) 3% of gross minimum rent
for leases of 5,000 or more rentable square feet. One half (1/2) of said
commission shall be paid when the lease has been signed by the Owner and tenant
and the tenant opens for business, and the remainder of the commission shall be
paid upon the later of the date tenant opens for business or the date tenant
pays its first full monthly rent payment.

                           (b) With respect to any new lease with an existing
tenant, extension of the term of an existing lease (beyond any then existing
lease term, plus renewals) with a then existing tenant, or the exercise by a
tenant of a renewal option, the commission shall be 2% of the gross minimum
rent, but in no event shall the fee be less than $300.00.

                           (c) No commissions shall be due and payable upon any
sale, refinancing or ground lease of the entire Property except as set forth in
Section 4.8 of the Limited Partnership Agreement of Owner (such fee may be
payable to Manager in lieu of General Partner or another Affiliate (as defined
in the Limited Partnership Agreement of Owner)).

                           (d) In the event that a tenant vacates the Property
prior to the expiration of its lease, Manager will, subject to the following
conditions in this subsection, reimburse Owner for a pro rata credit for the
unearned portion of the commission, provided that Manager negotiated the
original lease and received a commission. Manager's obligation to return a pro
rata portion of the commission shall be, in the event of a co-broker, only that
share of the commission retained by Manager. Said reimbursement to Owner shall
be due only as a credit against the next commission earned in re-leasing said
vacated space. It shall be the duty of the Manager to renegotiate leases, where
possible, with existing tenants in the Property.

                                      -8-

<PAGE>


                           (e) Manager shall have an exclusive listing of all
rentals in the Property and shall be entitled to a commission in those instances
where another real estate broker represents the tenant or is otherwise
responsible for causing a lease to be executed, it being the responsibility of
the Manager to pay such other broker any commissions due it. In the event that
Manager has to pay an outside broker, the commission payable to Manager shall be
one and one-half times the commission amounts as stated in Section 5.2(a) and
Manager agrees to pay such outside broker a commission of not less than 50% of
Manager's commissions specified in Section 5.2(a) (and if Manager negotiate a
lesser amount, the amount payable to Manager under this subsection 5.2(e) shall
be reduced by the amount of such savings).

                           (f) Notwithstanding anything to the contrary in this
Section 5, however, no commission shall be payable under any lease for a period
covering more than 15 years. For example, if Owner enters into a 20 year lease
with a tenant, a commission shall be based only on the initial 15 years; or if
the Owner enters into a lease with a tenant providing for one initial 5-year
term and three 5-year renewal terms, commissions shall be based solely on the
initial 5-year term and two of the 5-year renewal terms. However, if all renewal
options in a lease have expired, and the lease is then renewed or a new lease is
entered into with the same tenant, the Manager will be entitled to a commission
thereon pursuant to Section 5.2(b).

         6. Owner shall reimburse Manager for reasonable, actual out-of-pocket
expenses including telephone and facsimile charges, postage and express mail
service and travel and food expenses incurred by Manager in connection with
Manager's on site supervision of the Property by Manager's officers and
personnel (evidenced by receipts submitted to Owner).

         7. The Manager, on behalf of Owner, shall engage Stuart H. Widowski,
Esq., or his successor, as legal counsel to provide legal services for Owner and
the Property. Such services shall be provided as required and at a rate of $200
per hour unless otherwise agreed to by Owner and Manager.

         8. In performing its obligations hereunder, Manager shall comply with
all applicable federal, state and local laws and regulations.

         9. The initial term of this Agreement shall be for a period of one (1)
year from the date hereof and this Agreement shall automatically renew from year
to year thereafter unless and until terminated by either party upon ninety (90)
days' prior written notice thereof. Notwithstanding the foregoing, Owner shall
be entitled to terminate this Agreement (with no additional compensation) at any
time upon fifteen (15) days' notice to Manager in the event of the malfeasance
or breach of this Agreement by Manager or upon the filing of a bankruptcy
petition against or by Manager. This Agreement shall terminate automatically
(with no additional compensation) if:

                                      -9-


<PAGE>

                  (i) all or substantially all of the Property is condemned or
acquired by eminent domain; or

                  (ii) all or substantially all of the Property is destroyed by
fire or other casualty as a result of which all or substantially all of the
Tenants are unable to continue the normal conduct of their business in their
respective occupied spaces and are permanently released under their respective
leases from the payment of all rent thereunder; or

                  (iii) all of the Property is sold to an unrelated, third-party
purchaser.

          10. Owner shall pay or reimburse Manager for any monies due it under
this Agreement for services prior to termination, notwithstanding termination of
this Agreement. All provisions of this Agreement that require Owner to have
insured or to defend, reimburse or indemnify Manager shall survive any
termination and, if Manager is or becomes involved in any proceeding or
litigation by reason of having been Owner's Manager, such provisions shall apply
as if this Agreement were still in effect. Owner agrees that Manager may
withhold funds for thirty (30) days after the end of the month in which this
Agreement is terminated to pay bills previously incurred but not yet invoiced,
and to close accounts.

          At the expiration or earlier termination of this Agreement, and as a
condition to paying any fees due to the Manager, Manager shall deliver to Owner
all cash and security deposits, if any, previously collected and not properly
expended or otherwise delivered to Owner by Manager for the benefit of Owner;
all originals and executed copies of leases and all related lease files; all
other books and records in the possession of the Manager relating to the
Property; all licenses and permits relating to the Property; and all other
software associated with the foregoing. Manager shall cooperate in good faith to
achieve the orderly transfer of the management responsibilities for the Property
to the new manager designated by Owner.

          11. Owner agrees to indemnify, defend, and save the Manager, its
officers and employees harmless from and against all claims, disputes, losses,
liabilities and suits (including but not limited to all attorneys' fees and
litigation expenses and Manager's costs in connection therewith) in any way:

                                      -10-

<PAGE>


                  (i) relating to or arising in connection with the Property
and/or damage to property and injuries to or death of any employee, invitee or
other person whomsoever, and/or Manager's performance of its duties hereunder;

                  (ii) relating to any proceeding or suit involving an alleged
violation by Owner of any law applicable to the Property or operations thereof;
and

                  (iii) relating to obligations assumed by Manager, its officers
or employees in connection with any financing or refinancing entered into in
connection with the Property.

                  11.1. The obligations of Owner to indemnify, hold harmless,
and reimburse Manager are subject to the following conditions:

                           (i) Manager shall promptly notify Owner of any matter
with respect to which Owner is required to indemnify, hold harmless, or
reimburse Manager; and

                           (ii) Manager shall not take or fail to take any
actions, including an admission of liability, which would bar Owner from
enforcing any applicable coverage under policies of insurance held by Owner or
would prejudice any defense of Owner in any appropriate legal proceedings
pertaining to any such matter or otherwise prevent Owner from defending itself
with respect to any such matter, provided such action or failure to act resulted
from the gross negligence or willful malfeasance of Manager.

                  Notwithstanding the foregoing, Owner shall not be required to
indemnify, hold harmless, or reimburse Manager with respect to any matter (a) to
the extent the same resulted from the gross negligence or willful malfeasance of
Manager or actions taken by Manager outside of the scope of Manager's authority
under this Agreement or any express or implied direction of Owner, (b) which are
covered under workmen's compensation, disability benefits or other insurance, or
(c) to damages or injuries to persons or property caused or occasioned by the
operation of a motor vehicle of any description which are covered by automobile
liability insurance maintained by Manager as required herein (Manager shall be
entitled to indemnification if such damages or injuries are not covered by such
automobile liability insurance provided that such damages or injuries are not
due to actions by Manager outside of the scope of Manager's authority under this
Agreement). Manager agrees to insure itself and its employees, with appropriate
limits of liability, against liability for damages or injuries to persons or
property caused or occasioned by the operation of any motor vehicle, and to
furnish evidence of such insurance to Owner; provided that Manager is entitled
to be reimbursed for the pro rata share of any auto policy apportionable to the
Property.

                                      -11-

<PAGE>

                  The provisions of this section shall survive the expiration or
any termination of this Agreement.

          12. Owner and Manager shall each waive any claim for loss or damage
against the other and mutually agree to hold each other harmless for loss to the
Property to the extent that either party is reimbursed or indemnified by
insurance coverage.

          13. Manager will promptly notify Owner of any violations of any
requirements of any statute, ordinance, law or regulation of any Governmental
body or any public authority or official thereof having jurisdiction and shall
promptly take all actions necessary to cure such violations and to prevent any
civil or criminal liability from being imposed.

          14. In the event it is alleged or charged that the Property or any
equipment therein or any act or failure to act by the Owner or its Managers with
respect to the Property or the sale, rental, or other disposition thereof fails
to comply with, or is in violation of, any of the requirements of any provision,
statute, ordinance, law, or regulation of any governmental body or any order or
ruling of any public authority or official thereof having or claiming to have
jurisdiction thereover, and Manager, in its sole and absolute discretion,
considers that the action or position of Owner may result in damage or liability
to Manager, Manager shall have the right to cancel this Agreement at any time by
giving not less than thirty (30) days' prior written notice to Owner of its
election so to do, which cancellation shall be effective upon the service of
such notice. Such notice may be served personally or by United States certified
mail, and if served by mail shall be deemed to have been served when deposited
in the United States mail system. Such cancellation shall not release the
indemnities of Owner and Manager set forth herein and shall not terminate (i)
any liability or obligation of Owner to Manager for any payment, reimbursement,
or other sum of money then due and payable to Manager hereunder as of the date
of such cancellation, or (ii) any obligation of Manager to remit moneys to Owner
or to complete its obligations hereunder to the date of such cancellation.
Manager shall cooperate with Owner to ensure a smooth and efficient transition
to a new managing Manager, including but not limited to, prompt delivery of
files relating to the Property.

          15. Manager agrees to indemnify, defend and save Owner harmless from
and against all claims, disputes, losses, liabilities and suits (including but
not limited to all attorneys' fees and litigation expenses and Owner's costs in
connection therewith) in any way resulting from the gross negligence or willful
malfeasance of Manager, or its employees:

                  (i) Relating to or arising in connection with the Property
and/or damage to property and injuries to or death of any employee, invitee or
other person whomsoever, and/or Manager's performance of its duties hereunder;
and

                                      -12-
<PAGE>


                  (ii) Relating to any proceeding or suit involving an alleged
violation by Manager of any law applicable to the Property or operations
thereof.

          16. Manager shall furnish Owner with evidence that Manager has in
force during the term of this Agreement liability insurance (in amounts not less
than $1,000,000 per occurrence and $3,000,000 in the aggregate) and will
maintain these limits throughout the term of this Agreement.

          17. It is expressly agreed by the parties that:

                  17.1. The parties have entered into this Agreement without any
inducements, representations, statements, warranties or agreements made by
either party other than those expressly stated herein.

                  17.2. This Agreement embodies the entire understanding of the
parties with respect to the subject matters stated herein and there are no other
understandings or undertakings related to the within subject matters. This
Agreement may be modified only by a written agreement signed by the parties
hereto.

                  17.3. The provisions of this Agreement are severable and to
the extent that any provision herein is determined by court order, law or rule
to be invalid, such invalidity shall in no way affect nor invalidate the other
provisions of this Agreement.

                  17.4. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

                  17.5. With respect to any and all disputes under or relating
to this Agreement, the parties consent to the exclusive jurisdiction and venue
of the Supreme Court of the State of New York, Nassau County and the United
States District Court for the Eastern District of New York and the appellate
courts with supervisory powers thereover.

                  17.6. The parties agree that in any litigation or proceeding
commenced by either party against the other, service of process shall be deemed
to be effective either by hand delivery thereof or by the mailing thereof via
certified mail, postage prepaid, with a proof of mailing receipt validated by
the U.S. Postal Service constituting the sufficient evidence of service of
process.

                  17.7. With respect to any notices that are required or
permitted to be made pursuant to this Agreement, they shall be in writing and
either delivered personally or sent by United States mail addressed as follows:

                                      -13-

<PAGE>


As to Owner:               Halifax Plaza Associates, LP
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, New York 11050
                           Attention: Leo S. Ullman

With a copy to:            Kimco Realty Corporation
                           4979 Old Street Road
                           Trevose, Pennsylvania 19053
                           Attention:  Mr. John Greenwood

As to Manager:             Brentway Management LLC
                           44 South Bayles Avenue
                           Suite 304
                           Port Washington, New York 11050
                           Attention: Brenda J. Walker

                  17.8. This Agreement may not be assigned by Manager without
the prior written consent of Owner, provided, however, that Owner consents to
Manager's designating a subsidiary or affiliate of Manager to act on behalf of
Manager as leasing and rental Manager for the Property. This Agreement shall be
binding upon and benefit the parties hereto and their respective successors and
permitted assigns.

                  17.9. This Agreement shall not be deemed at any time to be an
interest in real estate or a lien of any kind against the Property. The rights
of Manager created hereby shall not run with the land. The rights of Manager
hereunder shall at all times be subject and subordinate to any mortgage
encumbering any or all of the Property and Manager agrees to execute from time
to time documents required by a Mortgagee to confirm the foregoing
subordination.

                  17.10. Manager's relationship to Owner is strictly and solely
that of an independent contractor. Nothing contained in this Agreement shall be
deemed or construed to create a partnership or joint venture between Manager and
Owner.

                  17.11. Neither the Owner nor any present or future member,
manager, officer, director, employee, representative or agent of Owner shall
have any personal liability of any kind or nature whatsoever arising under this
agreement, and the liability of the Owner (and any present or future partner of
Owner) for its obligations under this agreement shall be limited solely to
Owner's interest in the Property and Manager shall look solely to the Property
(and the cash flow therefrom) for the enforcement of Manager's rights hereunder.

                  17.12. This Agreement may not be amended, altered or modified
except by written instruments signed by Owner and Manager and consented to by
Owner's Partners.

                                      -14-

<PAGE>


                  17.13. This Agreement may be executed in one or more
counterparts (and by different parties hereto on different counterparts), each
of which will constitute an original, but all of which when taken together shall
constitute a single contract. A facsimile signature shall for all purposes be
deemed to be an original signature, and either party hereto shall forward to the
other party an original signature if required by the other party.

                  18. Manager acknowledges that Owner has obtained a loan from
Citizens Bank of Pennsylvania ("Lender") in the principal amount of up to
$4,265,000 (the "Loan"), which is governed by a certain Loan Agreement between
Owner and Lender dated the date hereof. For so long as the Loan is outstanding:

          (a) except as otherwise provided in the Loan Agreement, this Agreement
              shall be terminable by Lender or its nominee without penalty or
              premium following the occurrence of an Event of Default (as such
              term is defined in the Loan Agreement) or by Owner after Lender
              has notified Owner in writing that Manager is unsatisfactory to
              Lender, in each case upon thirty (30) days prior written notice to
              Manager;

          (b) all payments hereunder shall be subject and subordinate in lien
              and priority of payment to the payment of all principal and
              interest and all other amounts due under the Loan; and

          (c) Manager shall promptly notify Lender with respect to any default
              hereunder and promptly deliver to Lender a copy of each notice,
              report, plan or statement delivered by Manager to Owner hereunder.


                  [Remainder of Page Blank; Signatures Follow]

                                      -15-


<PAGE>




          IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties have executed this Property Management Agreement as of the day and year
first set forth above.

                           MANAGER
                           -------

                           BRENTWAY MANAGEMENT LLC


                           By: ________________________
                               Brenda J. Walker
                               President

                           OWNER
                           -----

                           HALIFAX PLAZA ASSOCIATES, L.P.

                           By: CIF-Halifax Plaza Associates,
                               LLC, its general partner

                               By: Cedar Income Fund Partnership,
                                   L.P., its sole member

                                   By: Cedar Income Fund, Ltd.,
                                       its general partner



                                       By: _________________________
                                           Brenda J. Walker
                                           Vice President


                                      -16-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>33
<FILENAME>ex10-31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<PAGE>

                                  BILL OF SALE

         This Bill of Sale is made and executed this _____ day of
________________, 2003, by MARK G. CALDWELL t/d/b/a CALDWELL DEVELOPMENT
COMPANY, having a principal place of business at 434 North Front Street,
Wormleysburg, Cumberland County, Pennsylvania ("Seller"), to HALIFAX PLAZA
ASSOCIATES, L.P., a Delaware limited partnership, having offices at c/o Cedar
Bay Realty Advisors, Inc., 44 South Bayles Avenue, Port Washington, New York
11050 ("Buyer").

                                    Recitals:

         A. Seller has agreed to convey to Buyer all of Seller's interest in and
to that certain tract of land more particularly described on Exhibit "A",
attached hereto and made a part hereof, and being commonly known as Halifax
Plaza Shopping Center, Halifax Township, Pennsylvania (the "Property").

         B. Seller desires to assign, transfer, and convey to Buyer, subject to
the terms and conditions of this Agreement, all fixtures, equipment, apparatus,
machinery, appliances, furnishings, books and records (including computer-stored
data, programs, etc.) and other tangible personal property, wherever located,
owned by Seller and used in connection with Seller's operation and all leasehold
improvements located thereon, but excluding, however, any and all personal
property owned or leased by tenants of the Property (other than personal
property leased by tenants from Seller) and any leasehold improvements that any
such tenant may, pursuant to the terms of its lease, have the right to remove
from its demised premises (all such property not so expressly excluded being
hereinafter collectively referred to as the "Personal Property").

         NOW, THEREFORE, in consideration of the receipt of Ten and 00/100
($10.00) Dollars and other good and valuable consideration in hand paid by Buyer
to Seller, the receipt and sufficiency of which are hereby acknowledged by
Seller, Seller does hereby grant, bargain, sell, assign, transfer, set over,
convey and deliver to Buyer, its legal representatives, its successors, and its
assigns, effective as of the date set forth hereinabove, all of Seller's right,
title, and interest in and to the Personal Property.

         And for the same consideration, Seller hereby covenants with Buyer, its
legal representatives, its successors, and its assigns that the Personal
Property is free of all encumbrances and that Seller does warrant and will
forever defend the same to Buyer, its legal representatives, its successors, and
its assigns against the lawful claims and demands of all persons whatsoever.


<PAGE>






         IN WITNESS WHEREOF, Seller, by its duly authorized officer, has
executed this Bill of Sale.

WITNESS:                                 MARK G. CALDWELL, t/d/b/a
                                         CALDWELL DEVELOPMENT COMPANY

By:_____________________________         By:__________________________________
                                                  Mark G. Caldwell



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>34
<FILENAME>ex10-32.txt
<DESCRIPTION>EXHIBIT 10.32
<TEXT>
<PAGE>

                        INDEMNIFICATION AGREEMENT BETWEEN
               MARK G. CALDWELL AND HALIFAX PLAZA ASSOCIATES, L.P.

         This INDEMNIFICATION AGREEMENT is dated this ______ day of February
2003, and made by and between MARK G. ("Caldwell") and HALIFAX PLAZA ASSOCIATES,
L.P. ("Halifax Plaza").

         WHEREAS, Caldwell is, contemporaneously with the execution of this
Indemnification Agreement, conveying a transfer of title to those certain
commercial improvements known as the Halifax Plaza, Peters Mountain Road,
Halifax Township, Dauphin County, Pennsylvania (hereinafter, "Premises"), which
Premises contains, as an outparcel thereon, a certain McDonald's restaurant (the
"McDonald's Premises"), which is leased by Caldwell to McDonald's, the initial
Lease being dated May 28, 1993, as amended by Agreements dated May 27, 1994, and
July 29, 1994, and Supplement dated March 10, 1995 (collectively, the "Lease"),
which is being assigned from Caldwell to Halifax Plaza with the transfer of
title to the Premises; and

         WHEREAS, the McDonald's Lease contains certain rights of McDonald's to
purchase the Premises at a sliding purchase price depending upon the date of
exercise of the option to purchase; and

         WHEREAS, on August 27, 1998, McDonald's gave notice of exercise of an
option to purchase the McDonald's Premises pursuant to Article 14 of the Lease,
which date was on or before the expiration of the first five years of the Lease
term, noting further that Article 14 of the Lease provides, in pertinent part,
the closing of the purchase is to occur ninety (90) days from the giving of
notice of exercise of the option; and


<PAGE>



         WHEREAS, no purchase agreement was signed, although McDonald's and
Caldwell engaged in certain discussions concerning amending the Lease and
deferring the option to purchase to a later date, whereupon McDonald's and
Caldwell reviewed terms to a proposed Amendment to Lease, the proposed terms of
which to fix the rent at a sum through October 30, 2014, and revised option to
purchase and right of first refusal to purchase, a true and correct copy of
which is attached hereto, marked Exhibit "A"; and

         WHEREAS, the final form proposed Amendment to Lease was never submitted
to Caldwell for execution and was, accordingly, never executed, and McDonald's
taking no further action to proceed with closing or the Amendment, the last
communication to or from McDonald's concerning the subject being, prior to
communication concerning the instant transaction, on or about October 4, 1999;
and

         WHEREAS, McDonald's was recently contacted relative to the instant
transaction between Caldwell and Halifax Plaza, whereupon it claimed that it had
exercised the option at the then-option price effective on August 27, 1998; and

         WHEREAS, therefore, dispute or potential dispute would appear to exist
or may exist in the future with McDonald's relative to whether the August 27,
1998 exercise of the option was a nullity and, if McDonald's wishes to pursue
exercise of the option, what price would control; and

         WHEREAS, although Caldwell and Halifax Plaza do acknowledge that,
according to the McDonald's Lease, McDonald's may have the right in the future
to exercise rights to purchase, Caldwell and Halifax Plaza reasonably believe
the exercise by McDonald's in August 27, 1998 failed by reason of the lack of
action to proceed with subdivision, governmental approval and


                                       2

<PAGE>



transfer, or otherwise, to further their intended exercise of the right to
purchase the Premises and/or execute the Amendment to Lease as hereinbefore
referenced and described; and

         WHEREAS, Halifax Plaza wishes to proceed with the purchase of the
Premises and succeed to the rights and duties of Caldwell with regard to the
McDonald's Lease, it has agreed to do so in view of such dispute with
McDonald's, only upon Caldwell's entering into this Indemnification Agreement in
accord with the specific terms, provisions and limitations hereinafter stated.

         NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, do agree as follows:

         1. The parties incorporate the recitals hereinbefore set forth into the
body of this Agreement as though same were again set forth where not
inconsistent with the following paragraphs.

         2. In the event, at any time after the date of execution and delivery
of this Indemnification Agreement, and for a period thereafter not to exceed two
(2) years ("McDonald's Claim Period") in the event McDonald's proceeds in any
manner to assert, in writing, a claim or takes any such other actions to attempt
to proceed with the purchase of the Premises based upon the August 27, 1998
exercise of option, and the option price therein provided, Halifax Plaza shall
promptly notify Caldwell, not later than thirty (30) days after receipt of any
such notice of McDonald's, of such actions, whereupon Caldwell shall, within ten
(10) days of receipt from Halifax Plaza, notify Halifax Plaza in writing that it
shall assume responsibility for defense of any such actions or assertions by
McDonald's, the cost of which defense and litigation, if required, to be however
equally divided between Caldwell and Halifax Plaza. It is noted the

                                        3


<PAGE>



parties acknowledge that McDonald's has the future and ongoing right to exercise
the option to purchase the Premises, but only at the then-stated price in the
Lease at the time of the exercise and timely purchase of the McDonald's
Premises. If Caldwell receives any notices, it shall likewise timely share same
with Halifax Associates. Caldwell and Halifax Plaza agree that neither shall
intentionally initiate any communications in any form and manner with McDonald's
to address the subject option or any matters in this Indemnification Agreement
during the term of the McDonald's Claim Period, except in response to any claim
relating thereto initiated by McDonald's, in which event copies of such claims
shall be furnished to the other party, absent written prior notice and receipt
of written consent from the other party.

         3. Halifax Plaza shall have the opportunity to participate with its own
attorneys and advisors in any such defense and litigation, but so long as
Caldwell is timely and responsibly fulfilling its obligations pursuant to this
Indemnification Agreement to defend hereunder, such further attorneys and
consultants of Halifax Plaza shall be at its own cost. It is further noted that
the above-referenced time frame shall not release or terminate Caldwell's to
defend and indemnify Halifax Plaza by virtue of excusable late notice, unless
such late notice would materially prejudice Caldwell's ability to defend any
such actions or claims of McDonald's.

         4. A. Indemnification. Furthermore, in the event McDonald's would
prevail by final or appealable decree, judgment, or by agreement of McDonald's,
Caldwell and Halifax Plaza, that would result in determination or agreement that
the option price in effect in August 27, 1998 is the applicable price for
purchase of the McDonald's Premises, Caldwell will indemnify Halifax Plaza for
the difference between such price and the sum of $360,000 (such amount, the
"Price Differential"), provided that the maximum limit of Caldwell's
indemnification under this

                                        4


<PAGE>



Agreement shall not exceed $60,000 plus Caldwell's one-half of the attorneys'
fees and costs of defending against McDonald's attempt to enforce its option.
Caldwell shall pay the Price Differential to Halifax on the date that Halifax
shall be required to convey title to the McDonald's Premises to McDonald's for a
purchase price less than $360,000. If, however, the McDonald's Premiss cannot be
separately subdivided from the remainder of the Halifax Plaza Shopping Center
and therefore under the terms of the McDonald's lease, McDonald's is entitled to
receive a new lease for the maximum term allowed by law upon payment of a sum
less than $360,000, Caldwell shall pay the Price Differential to Halifax upon
the execution of such new lease, provided the maximum limit of Caldwell's
obligation shall not exceed $60,000, plus one- half (1/2) of any legal costs to
defend against McDonald's attempt to enforce its option.

         B. Letter of Credit. For the purpose of securing the performance of
Caldwell's indemnification obligations to Halifax Plaza under this
Indemnification Agreement, Caldwell is hereby delivering to Halifax Plaza with
this Indemnification Agreement an unconditional irrevocable stand-by letter of
credit in the sum of $60,000 from a commercial bank or savings and loan
association having a branch where such letter of credit may be presented for
payment in the County of Dauphin, such letter of credit to be in the form of
Exhibit "A" attached hereto and made a part hereof (the "Letter of Credit"). The
Letter of Credit shall have an expiration date no earlier than one (1) year from
the execution and delivery of this Indemnification Agreement. Halifax Plaza
shall have the right to draw down the Letter of Credit in accordance with the
provisions of subparagraph C hereof. The Letter of Credit, if not drawn upon by
Halifax Plaza by reason of Caldwell's default hereunder, shall be returned to
Caldwell following the expiration of the McDonald's Claim Period, provided that
McDonald's has not asserted, claimed, or taken

                                        5


<PAGE>



such other action to attempt to proceed with the purchase of the Premises during
the McDonald's Claim Period, or (ii) in the event McDonald's has asserted,
claimed or taken such other action to attempt to proceed with the purchase of
the Premises during the McDonald's Claim Period, upon the complete fulfillment
of Caldwell's obligations hereunder, including, but not limited to, its
indemnification of Halifax Plaza for the McDonald's Purchase Price Differential.

         C. Renewal and Replacement Letter of Credit. (1) Caldwell shall renew
or replace the Letter of Credit at least thirty (30) days prior to its
expiration date with a renewal or replacement Letter of Credit complying with
the terms of this paragraph and having an expiration date no earlier than one
(1) year from its issuance, and will thereafter renew or replace such renewal or
replacement Letter of Credit and each succeeding Letter of Credit thirty (30)
days prior to its expiration, so that a Letter of Credit complying with the
terms of this Indemnification Agreement shall continuously remain in effect
until the later to occur of (i) the expiration of the McDonald's Claim Period
(provided that McDonald's has not, subsequent to the date of this
Indemnification Agreement, asserted, claimed or taken such other action to
attempt to proceed with the purchase of the Premises during the McDonald's Claim
Period for a purchase price less than $360,000), or (ii) in the event McDonald's
has asserted, claimed or taken such other action to attempt to proceed with the
purchase of the Premises during the McDonald's Claim Period for a purchase price
less than $360,000, the complete fulfillment of Caldwell's obligations
hereunder, including, but not limited to, its indemnification of Halifax Plaza
for the McDonald's Purchase Price Differential, but which may also include the
legal challenge to any such claim asserted by McDonald's, in which event the
McDonald's Claim Period would expire upon final and unappealable dismissal of
the McDonald's claim.

                                        6


<PAGE>



                  (2) In addition to its obligations to do so under subparagraph
B and subparagraph (1) of this subparagraph C, Tenant shall replace the Letter
of Credit within five (5) days of receipt of written notice from Halifax Plaza
that the issuer has (i) entered into a supervisory agreement or consent order
with the Federal Deposit Insurance Corporation, the Office of Thrift
Supervision, or any other state or federal regulatory authority with
jurisdiction such issuer; or (ii) become subject to an order or directive of any
of the foregoing authorities with respect to the regulation of its activities;
or (iii) notified Halifax Plaza that it shall not (A) honor a draw under the
Letter of Credit; or (B) renew or extend the Letter of Credit beyond its then
current expiration date.

         D. Halifax Plaza's Draw Down of Letter of Credit. Halifax Plaza shall
have the absolute right to draw on the Letter of Credit in full immediately upon
the occurrence of any of the following:

                  (a) Caldwell's failure to renew or replace the Letter of
         Credit in accordance with this Paragraph 3, which failure is not cured
         within two (2) business days following written notice to Caldwell; or

                  (b) Caldwell's failure to promptly take, within twenty (20)
         days after notice thereof from Halifax, such actions as Caldwell may
         reasonably deem appropriate to defend any action brought by McDonald's
         for specific performance of its purchase option or for declaratory
         relief as to the option price or any other action brought by McDonald's
         relating to an attempt to purchase the Premises for a purchase price
         less than $360,000 (e.g., Caldwell's failure to confirm that it will
         file responsive pleadings within the time periods.)

                                        7


<PAGE>



                  (c) Caldwell's failure to pay its share of the costs of
         defense as referred to in this Agreement, which failure is not cured
         within twenty (20) business days following receipt of written notice
         from Halifax Plaza to Caldwell; or

                  (d) Caldwell's failure to pay the McDonald's Price
         Differential to Newport Plaza, as herein provided, on or before the
         applicable date required herein, and failure is not cured within twenty
         (20) days after receipt of notice from Halifax Plaza to Caldwell. 5.
         Any notice pursuant to this Indemnification Agreement shall be validly
         given, if

in writing, sent by recognized national overnight delivery service or in person,
in which event the date of service is the day of delivery, or by pre-paid
registered or certified mail, restricted delivery, return receipt requested, in
which event the date of service shall be the date of acceptance or refusal
addressed to:

                  If to Halifax Associates:

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

                  With a copy to:

                  Warren S. Sacks, P.C.
                  707 Westchester Avenue, Suite 303
                  White Plains, NY 10604

                  If to Caldwell:

                  Caldwell Development, Inc.
                  434 North Front Street
                  Wormleysburg, PA 17043

                                        8


<PAGE>



                  With a copy to:

                  James R. Clippinger, Esquire
                  Caldwell & Kearns
                  3631 North Front Street
                  Harrisburg, PA 17110

         6. Other than as herein set forth, Caldwell shall have no other
obligation to Halifax Associates, or its predecessor, Cedar Income Fund
Partnership, LP, in any manner, form or regard with regard to the McDonald's
Lease.

         7. The rights created by this Indemnification Agreement shall inure to
the benefit of, and the obligations created hereby shall be binding upon the
successors and assigns of the parties hereto.

         8. This Indemnification Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

         9. This Indemnification Agreement may be amended only by the writing
signed by all the parties hereto.

         10. If any provisions of this Indemnification Agreement shall be held
invalid under any applicable laws, such invalidity shall not affect any other
provision of this Agreement that can be given effect without the invalid
provision, and to this end, the provisions hereof are severable.

         11. This Indemnification Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.

                                        9


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement on the day and year first above written. WITNESS:


______________________________       By:____________________________________
                                              Mark G. Caldwell


ATTEST:                              HALIFAX PLAZA ASSOCIATES, L.P


______________________________       By:____________________________________
51747
                                     Title:_________________________________



                                       10




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>35
<FILENAME>ex10-33.txt
<DESCRIPTION>EXHIBIT 10.33
<TEXT>
<PAGE>

                                 LOAN AGREEMENT
                                 --------------

         THIS LOAN AGREEMENT is made this _____ day of ___________, 2003, to be
delivered on ______________, 2003, by and between HALIFAX PLAZA ASSOCIATES,
L.P., a Delaware limited partnership (the "Borrower"), and CITIZENS BANK OF
PENNSYLVANIA, a Pennsylvania state chartered savings bank (the "Lender").

                                   Background

         Borrower owns or is about to acquire certain real property consisting
of approximately 8.5 acres of land located at 3761-3777 Peter's Mountain Road in
Halifax Township, Dauphin County, Pennsylvania (the "Premises"), as more fully
described in Exhibit A attached hereto and made a part hereof, and the
improvements thereon including buildings containing a total of approximately
54,150 square feet (collectively, the "Improvements"), together comprising a
retail shopping center known as "Halifax Plaza". The Premises and the
Improvements are sometimes collectively referred to herein as the "Project."

         Borrower has requested that Lender make available a credit facility in
the principal amount of Four Million Two Hundred Sixty Five Thousand Dollars
($4,265,000) (the "Loan") in order to finance a portion of the cost of the
acquisition of the Project and to reimburse Borrower for certain costs and
expenses incurred in connection with the acquisition of the Project and the
Loan. Lender is willing to extend the Loan to Borrower upon the terms and
subject to the conditions hereinafter set forth.

                                    Agreement

         NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and intending to be legally bound hereby, Borrower
and Lender agree as follows:

                                   ARTICLE 1
                            DEFINITIONS; CONSTRUCTION

         1.1. Certain Definitions. As used in this Agreement, the following
terms have the following meanings (terms defined in the singular to have a
correlative meaning when used in the plural), unless the context hereof
otherwise clearly requires:

         "Additional Security" has the meaning ascribed to such term in Section
2.4.

         "Adjusted LIBOR Rate" means (i) the LIBOR Lending Rate plus two hundred
ten (210) basis points at all times from and after the Closing Date unless and
until the first date after the Closing Date on which the Standard & Poor's
Credit Rating for the Giant Lease Guarantor is lower than BBB-, or (ii) the
LIBOR Lending Rate plus two hundred fifty (250) basis points at all times from
and after the first date following the Closing Date on which the Standard &
Poor's Credit Rating for the Giant Lease Guarantor is lower than BBB-.



<PAGE>

         "Adjusted Prime Rate" means (i) the Prime Rate minus seventy five (75)
basis points at all times from and after the Closing Date unless and until the
first date after the Closing Date on which the Standard & Poor's Credit Rating
for the Giant Lease Guarantor is lower than BBB-, or (ii) the Prime Rate minus
thirty five (35) basis points at all times from and after the first date
following the Closing Date on which the Standard & Poor's Credit Rating for the
Giant Lease Guarantor is lower than BBB-.

         "Advance" means the advance of the Loan by Lender to Borrower on the
Closing Date pursuant to this Agreement.

         "Affiliate" of a Person (the "Specified Person") shall mean (i) any
Person which directly or indirectly controls, or is controlled by, or is under
common control with, the Specified Person, (ii) any executive officer (or, in
the case of a Person which is not a corporation, any individual having analogous
powers) of the Specified Person, and (iii) in the case of a Specified Person who
is an individual, any lineal ancestor or lineal descendant of such Specified
Person. For purposes of the preceding sentence, "control" of a Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "Agreement" means this Loan Agreement as the same may be amended,
modified, restated or supplemented from time to time in accordance with its
terms.

         "Agreement of Sale" means the Agreement for the Sale of Real Estate
dated August 2002 between Cedar Operating Partnership, as purchaser, and Mark G.
Caldwell, t/d/b/a Caldwell Development Company, as seller, providing for the
sale of the Premises and Improvements for the sum of $5,240,000.

         "Approved Lease" has the meaning ascribed to such term in Section 6.8.

         "Assignee" has the meaning ascribed to such term in Section 9.9.

         "Assignments of Lease" has the meaning ascribed to such term in Section
2.3.

         "Borrower" has the meaning ascribed to such term in the preamble of
this Agreement.

         "Broker" means, collectively, Phillip Deeter and iCap Realty Advisors.

         "Business Day" means: (i) any day which is neither a Saturday or Sunday
nor a legal holiday on which commercial banks are authorized or required to be
closed in Philadelphia, Pennsylvania; (ii) when such term is used to describe a
day on which a borrowing, payment, prepaying, or repaying is to be made in
respect of any LIBOR Rate Loan, any day which is: (A) neither a Saturday or
Sunday nor a legal holiday on which commercial banks are authorized or required
to be closed in New York City and (B) a London Banking Day; and (iii) when such
term is used to describe a day on which an interest rate determination is to be
made in respect of any LIBOR Rate Loan, any day which is a London Banking Day.

                                      -2-

<PAGE>

         "Cedar Operating Partnership" means Cedar Income Fund Partnership,
L.P., a Delaware limited partnership.

         "Cedar REIT" means Cedar Income Fund, Ltd., a Maryland corporation, the
common stock of which is publicly traded on the NASDAQ securities market.

         "Cedar REIT's Financial Statements" means the Consolidated Balance
Sheets of Cedar Income Fund, Ltd., and the Related Consolidated Statements of
Operation, Shareholders' Equity and Cash Flows prepared in accordance with GAAP.

         "Closing Date" means the date of execution and delivery of this
Agreement as indicated on the first page hereof.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute of similar import, and regulations thereunder, in each case as
in effect from time to time, and the Treasury regulations thereunder.

         "Default" means any event or condition which with notice, passage of
time or both, would constitute an Event of Default.

         "Default Rate" means, with respect to the principal amount of the Loan
or any other amounts payable under any of the other Loan Documents, an annual
rate equal to the sum of (i) five percent (5%) per annum plus (ii)(A) the
interest rate per annum otherwise in effect with respect to such amounts or (B)
if no such rate is otherwise in effect with respect to such amounts, the
Adjusted Prime Rate.

         "Dollar", "Dollars" and the symbol "$" means lawful money of the United
States of America.

         "Eligible Institution" means (i) Lender; (ii) an Affiliate of Lender:
(iii) a commercial bank organized under the laws of the United States, or any
State thereof, and having a combined capital and surplus of at least
$1,000,000,000; (iv) a savings and loan association or savings bank organized
under the laws of the United States, or any State thereof, and having a combined
capital and surplus of at least $1,000,000,000; (v) a commercial bank organized
under the laws of any other country that is a member of the Organization for
Economic Cooperation and Development or has concluded special lending
arrangements with the International Monetary Fund associated with its General
Arrangements to Borrow or under the laws of a political subdivision of any such
country, and having a combined capital and surplus of at least $1,000,000,000,
so long as such bank is acting through a branch or agency located in the United
States; and (vi) a finance company, insurance company or other financial
institution or fund (whether a corporation, partnership, trust or other entity)
that is engaged in making, purchasing or otherwise investing in commercial loans
in the ordinary course of its business and having a combined capital and surplus
or total assets of at least $500,000,000; provided, however, that neither
Borrower nor any Affiliate of Borrower shall qualify as an Eligible Institution
under this definition.

         "Environmental Agreement" has the meaning ascribed to such term in
Section 2.3.

                                      -3-

<PAGE>

         "Event of Default" means any of the Events of Default described in
Section 8.1.

         "Existing Leases" has the meaning ascribed to such term in Section 5.2.

         "Existing Management Agreement" has the meaning ascribed to such term
in Section 5.2.

         "Existing Manager" means Brentway Management, LLC, a New York limited
liability company.

         "Existing Tenants" has the meaning ascribed to such term in Section
5.2.

         "Financing Statements" has the meaning ascribed to such term in Section
2.3.

         "FIRREA" means the Financial Institution's Reform, Recovery and
Enforcement Act of 1989, as amended, and any successor statute of similar
import, and regulations thereunder, in each case as in effect from time to time.

         "GAAP" has the meaning ascribed to such term in Section 1.3.

         "General Collateral Assignment" has the meaning ascribed to such term
in Section 2.3.

         "Giant Lease" means the Ground Lease Agreement between Borrower, as
successor landlord, and Giant Food Stores, Inc., as tenant, dated July 27, 1993,
as amended November 1, 1994, covering approximately 32,000 square feet of
leasable space on the Premises, as guaranteed by a Lease Guaranty dated July 27,
1993 executed by Giant Lease Guarantor.

         "Giant Lease Guarantor" means Koninklijke Ahold NV, a Netherlands
company.

         "Governmental Approvals" has the meaning ascribed to such term in
Section 5.2.

         "Governmental Authority" means any government or political subdivision
or any agency, authority, bureau, central bank, commission, department or
instrumentality of either, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.

         "Guarantor" means Cedar REIT or Cedar Operating Partnership, and
"Guarantors" means both of them.

         "Hedging Contracts" means interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, or any other agreements or
arrangements entered into between Borrower and Lender and designed to protect
Borrower against fluctuations in interest rates or currency exchange rates,
including the Interest Rate Protection Agreements.

         "Hedging Obligations" means, with respect to Borrower, all liabilities
of Borrower to Lender under Hedging Contracts.

         "Improvements" has the meaning ascribed to such term in the Background
of this Agreement.

                                      -4-

<PAGE>

         "Indemnitees" has the meaning ascribed to such term in Section 9.11.

         "Interest Payment Date" means, (i) with respect to a LIBOR Rate Loan,
the last Business Day of a LIBOR Interest Period, and (ii) with respect to a
Prime Rate Loan, the last Business Day of each calendar month.

         "Interest Rate Protection Agreements" has the meaning ascribed to such
term in Section 2.3

         "Law" means any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, order, guideline, injunction, writ, decree
or award of, or any permit. approval or license granted by, any Governmental
Authority, including without limitation those relating to tax, zoning,
subdivision, building, safety, fire protection, accessibility to, usability by
or discrimination against disabled individuals or environmental matters.

         "Lender" has the meaning ascribed to such term in the preamble of this
Agreement.

         "LIBOR Interest Period" means:

         (i) initially, the period beginning on (and including) the Closing Date
and ending on (but excluding) the day which numerically corresponds to such date
one month thereafter (or, if such month has no numerically corresponding day, on
the last Business Day of such month), or

         (ii) if a Prime Rate Loan is converted into a LIBOR Rate Loan pursuant
to Section 3.3 or Section 3.4, initially the period beginning on (and including)
the conversion date and ending on (but excluding) the day which numerically
corresponds to such date one month thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month) and,
regardless of whether clause (i) above or this clause (ii) is applicable,

         (iii) thereafter, each period commencing on the last day of the next
preceding LIBOR Interest Period applicable to a LIBOR Rate Loan and ending one
month thereafter:

provided, however, that in any event

               (A) LIBOR Interest Periods for a LIBOR Rate Loan in connection
with which Borrower has or may incur Hedging Obligations with Lender shall be of
the same duration as the relevant periods set under the applicable Hedging
Contracts;

               (B) if such LIBOR Interest Period would otherwise end on a day
which is not a Business Day, such LIBOR Interest Period shall end on the next
following Business Day unless such day falls in the next calendar month, in
which case such LIBOR Interest Period shall end on the first preceding Business
Day; and

               (C) no LIBOR Interest Period may end later than the termination
of this Agreement.

                                      -5-

<PAGE>

         "LIBOR Lending Rate" means, relative to any LIBOR Rate Loan to be made,
continued or maintained as, or converted into, a LIBOR Rate Loan for any LIBOR
Interest Period, an annual interest rate determined pursuant to the following
formula:

                                                         LIBOR Rate
                  LIBOR Lending Rate      =              ----------
                                               (1.00 -LIBOR Reserve Percentage)

         "LIBOR Rate" means, relative to a LIBOR Interest Period for a LIBOR
Rate Loan, the offered rate for deposits of United States Dollars in an amount
approximately equal to the amount of the requested LIBOR Rate Loan for a term
coextensive with the designated LIBOR Interest Period which the British Bankers'
Association fixes as its LIBOR rate and which appears on the Telerate page 3750
as of 11:00 a.m. London time on the day which is two London Banking Days prior
to the beginning of such LIBOR Interest Period.

         "LIBOR Rate Loan" means the entire outstanding principal balance of the
Loan or any portion thereof with respect to which the applicable rate of
interest is based upon the LIBOR Rate.

         "LIBOR Rate Loan Prepayment Fee" has the meaning ascribed to such term
in Section 4.2.

         "LIBOR Reserve Percentage" means, relative to any day of a LIBOR
Interest Period for a LIBOR Rate Loan, the maximum aggregate (without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements (including all basic, emergency, supplemental, marginal and other
reserves and taking into account any transitional adjustments or other scheduled
changes in reserve requirements) under any regulations of the Board of Governors
of the Federal Reserve System or other governmental authority having
jurisdiction with respect thereto as issued from time to time and then
applicable to assets or liabilities consisting of "Eurocurrency Liabilities", as
currently defined in Regulation D of the Board of Governors of the Federal
Reserve System, having a term approximately equal or comparable to such LIBOR
Interest Period.

         "Liquid Assets" has the meaning ascribed to such term in Section 6.2.

         "Loan" has the meaning ascribed to such term in the Background of this
Agreement.

         "Loan Documents" has the meaning ascribed to such term in Section 2.3.

         "Loan Fee" has the meaning ascribed to such term in Section 6.17.

         "London Banking Day" means a day on which dealings in United States
Dollar deposits are transacted in the London interbank market.

         "Maturity Date" has the meaning ascribed to such term in Section 4.1.

                                      -6-

<PAGE>

         "McDonald's Lease" means the Ground Lease Agreement between Borrower,
as successor landlord, and McDonald's Corporation d/b/a Delaware McDonald's
Corporation, as tenant, dated May 28, 1993, covering the McDonald's Premises.

         "McDonald's Premises" means a parcel of land containing approximately
27,500 square feet comprising a portion of the Premises.

         "McDonald's Tenant" means McDonald's Corporation d/b/a Delaware
McDonald's Corporation.

         "Mortgage" has the meaning ascribed to such term in Section 2.3.

         "Net Worth" has the meaning ascribed to such term in Section 6.2.

         "Note" means the Promissory Note of Borrower evidencing the Loan,
together with any allonges thereto, from time to time; and any promissory note
issued in substitution therefor pursuant to the terms hereof, together with all
extensions, renewals, refinancings or refundings thereof in whole or part, in
each case as the same may be amended, modified, restated or supplemented from
time to time.

         "Obligations" shall mean all indebtedness, obligations and liabilities
of Borrower to Lender from time to time arising under or in connection with or
related to or evidenced by or secured by this Agreement or any other Loan
Document, and all extensions, renewals or refinancings thereof, whether such
indebtedness, obligations or liabilities are direct or indirect, otherwise
secured or unsecured, joint or several, absolute or contingent, due or to become
due, whether for payment or performance, now existing or hereafter arising.
Without limitation of the foregoing, such indebtedness, obligations and
liabilities include the principal amount of the Advance (whether or not the
Advance was made in compliance with the terms and conditions of this Agreement
or in excess of the obligation of Lender to lend), any and all Hedging
Obligations, interest, fees, indemnities or expenses under or in connection with
this Agreement or any other Loan Document, and all extensions, renewals and
refinancings thereof. Obligations shall remain Obligations notwithstanding any
assignment or transfer or any subsequent assignment or transfer of any of the
Obligations or any interest therein.

         "Person" means an individual, corporation, partnership, trust,
unincorporated association, limited liability company, joint venture,
joint-stock company, Governmental Authority or any other entity.

         "Premises" has the meaning ascribed to such term in the Background of
this Agreement.

         "Prime Interest Period" means the period beginning on (and including)
the date on which a Prime Rate Loan is made or on which a LIBOR Rate Loan is
converted into a Prime Rate Loan pursuant to Article 3 and ending on (but
excluding) the date when such Prime Rate Loan is converted into a LIBOR Rate
Loan pursuant to Article 3.

                                      -7-

<PAGE>

         "Prime Rate" means the annual interest rate publicly announced by
Lender from time to time as its prime rate. The Prime Rate is determined from
time to time by Lender as a means of pricing some loans to its borrowers. The
Prime Rate is not tied to any external rate of interest or index, and does not
necessarily reflect the lowest rate of interest actually charged by Lender to
any particular class or category of customers. If and when the Prime Rate
changes, the rate of interest with respect to any amounts hereunder to which the
Prime Rate applies will change automatically without notice to Borrower,
effective on the date of any such change.

         "Prime Rate Loan" means the entire outstanding principal balance of the
Loan or any portion thereof with respect to which the applicable rate of
interest is based upon the Prime Rate.

         "Principal Payment Date" means the last Business Day of each calendar
month.

         "Project" has the meaning ascribed to such term in the Background of
this Agreement.

         "Surety Agreement" has the meaning ascribed to such term in Section
2.3.

         "Taxes" means any present or future income, excise, stamp or franchise
taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any federal, state, local or foreign taxing authority.

         1.2. Construction. In this Agreement and each other Loan Document,
unless the context otherwise clearly requires,

               (a) references to the plural include the singular, the singular
the plural and the part the whole;

               (b) "or" has the inclusive meaning represented by the phrase
"and/or;"

               (c) the terms "property" and "assets" each include all properties
and assets of any kind or nature, tangible or intangible, real, personal or
mixed, now existing or hereafter acquired;

               (d) the words "hereof," "herein" and "hereunder" (and similar
terms) in this Agreement or any other Loan Document refer to this Agreement or
such other Loan Document, as the case may be, as a whole and not to any
particular provision of this Agreement or such other Loan Document;

               (e) the words "includes" and "including" (and similar terms) in
this Agreement or any other Loan Document mean "includes, without limitation"
and "including, without limitation," respectively whether or not stated; and

               (f) references to "determination" (and similar terms) by Lender
include good faith estimates by Lender (in the case of quantitative
determinations) and good faith beliefs by Lender (in the case of qualitative
determinations).

                                      -8-

<PAGE>

No doctrine of construction of ambiguities in agreements or instruments against
the interests of the party controlling the drafting thereof shall apply to this
Agreement or any other Loan Document. The section and other headings contained
in this Agreement and in each other Loan Document, and any tables of contents
contained herein or therein, are for reference purposes only and shall not
affect the construction or interpretation of this Agreement or such other Loan
Document in any respect.

         1.3. Accounting Principles.

               (a) As used herein, "GAAP" shall mean generally accepted
accounting principles (other than as set forth herein as to consolidation) in
the United States, applied on a consistent basis. When the word "consolidated"
is used in this Agreement. it shall be used in a manner consistent with
generally accepted accounting principles in the United States.

               (b) Except as otherwise provided in this Agreement (including
Section 6.2), all computations and determinations as to accounting or financial
matters shall be made, and all financial statements to be delivered pursuant to
this Agreement shall be prepared, in accordance with GAAP and all accounting or
financial terms shall have the meanings ascribed to such terms by GAAP; provided
that if because of a change in GAAP after the Closing Date Borrower would be
required to alter a previously utilized accounting principle, method or policy
in order to remain in compliance with GAAP, such determination shall continue to
be made in accordance with Borrower's previous accounting principles, methods
and policies unless otherwise agreed by Lender.

                                   ARTICLE 2
                                   THE LOAN

         2.1. Commitment to Lend. Subject to the terms, provisions and
conditions contained in this Agreement, Lender agrees to make the Advance of the
Loan to Borrower on the Closing Date. The Advance shall not exceed the stated
principal amount of the Loan.

         2.2. Promissory Note. Borrower's obligation to repay the Loan with
interest in accordance with the terms of this Agreement shall be evidenced by
the Note payable to the order of Lender.

         2.3. Loan Documents. As security for the Note and the performance by
Borrower of all its obligations hereunder and thereunder, the following
documents are being executed and delivered to Lender simultaneously herewith:

               (a) An Open-end Mortgage and Security Agreement dated this date
(as amended, modified or supplemented from time to time, the "Mortgage")
executed by Borrower in favor of Lender, encumbering the Premises, the
improvements now or hereafter erected thereon, including the Improvements, and
all building materials, equipment. furniture and fixtures necessary or
incidental to the operation, use, and maintenance thereof, and all renewals and
replacements thereof or additions thereto, all as more specifically described in
the Mortgage;

               (b) An Assignment of Leases and Rents dated this date (as
amended, modified or supplemented from time to time, the "Assignment of Leases")
executed by Borrower in favor of Lender, assigning to Lender all of Borrower's
right, title and interest in and to all existing and future leases of all or any
part of the Project, including Approved Leases;

                                      -9-

<PAGE>

               (c) A General Collateral Assignment and Security Agreement dated
this date (as amended, modified or supplemented from time to time, the "General
Collateral Assignment") executed by Borrower in favor of Lender, pursuant to
which Borrower assigns to Lender all of Borrower's right, title and interest in
and to all contracts, management agreements, licenses, permits, approvals,
guarantees, and similar items with respect to the ownership, construction,
rehabilitation and operation of the Project;

               (d) An Environmental Indemnity Agreement dated this date (as
amended, modified or supplemented from time to time, the "Environmental
Agreement") executed by Borrower in favor of Lender, pursuant to which Borrower
provides certain assurances and indemnities to Lender with respect to
environmental matters;

               (e) One or more Agreements dated this date (as amended, modified
or supplemented from time to time, the "Interest Rate Protection Agreements")
executed by Borrower and Lender pursuant to which the interest rate applicable
to the Loan is effectively converted from being based upon the LIBOR Lending
Rate or Prime Rate under this Agreement to being based upon a fixed interest
rate between the Closing Date and the Maturity Date, subject to the provision
that if Borrower makes a prepayment on account of the Loan as a result of the
sale of the McDonald's Premises pursuant to Section 2.5, the effective interest
rate conversion with respect to an amount equal to the McDonald's Sale
Prepayment Amount of the Advance shall terminate on such sale.

               (f) Financing Statements (as amended, modified or supplemented
from time to time, the "Financing Statements") executed by Borrower in favor of
Lender, pursuant to which the personal property security interests granted to
Lender in the Loan Documents are to be perfected; and

               (g) A Guaranty and Suretyship Agreement dated this date (as
amended, modified or supplemented from time to time, the "Surety Agreement")
executed by Guarantors in favor of Lender, pursuant to which Guarantors
guarantee and become sureties to Lender for the payment and performance of
certain of Borrower's obligations under this Agreement and under the other Loan
Documents in accordance with the terms and conditions set forth therein.

Borrower shall execute and deliver such additional documents and instruments as
Lender shall reasonably require in order to perfect Lender's lien on or security
interest in the foregoing property. This Agreement, the Note, the Mortgage, the
Assignment of Leases, the General Collateral Assignment, the Environmental
Agreement, the Financing Statements, the Surety Agreement, any Hedging Contracts
(including the Interest Rate Protection Agreements), and all other agreements
and instruments evidencing or securing the Loan, in each case as the same may be
amended, modified or supplemented from time to time hereafter, are hereinafter
collectively referred to as the "Loan Documents". All of the Loan Documents
shall be in form and substance satisfactory to Lender, and all necessary filing
and recording fees with respect thereto shall be paid by Borrower.

                                      -10-

<PAGE>

         2.4. Additional Security.

               (a) As additional security for the Note and all of Borrower's
obligations thereunder and hereunder, Borrower hereby irrevocably pledges and
assigns to Lender and grants to Lender a first lien security interest in all of
its right, title and interest in and to (i) any Hedging Contracts, (ii) all Loan
funds held by Lender, whether or not disbursed, (iii) all funds deposited by
Borrower with Lender or its designee under this Agreement or otherwise, (iv) all
other bank accounts of Borrower maintained at Lender and all reserves
established by Borrower and maintained at Lender, deferred payments due to
Borrower, deposits by Borrower, refunds due to Borrower and payments to Borrower
of any kind relating to the Project (collectively, the "Additional Security").

               (b) Borrower shall execute and deliver such additional documents
and instruments as Lender reasonably shall require in order to perfect Lender's
lien on or security interest in any of the Additional Security, including a
photocopy or reproduction of this Agreement (which shall be deemed to be a
security agreement under the Uniform Commercial Code) or any Financing
Statement. Borrower hereby appoints Lender or its designee as attorney-in-fact
for Borrower for the purpose of carrying out the foregoing provisions and the
taking of any action and the execution of any instrument which Lender may
reasonably deem necessary or appropriate to accomplish the purposes thereof,
which appointment as attorney-in-fact is irrevocable and coupled with an
interest.

         2.5. Release of Security. Lender shall release the McDonald's Premises
from the lien of the Mortgage at the time of and in conjunction with the closing
for the sale of the McDonald's Premises by Borrower to the McDonald's Tenant
pursuant to the McDonald's Lease, subject to the satisfaction of the following
conditions:

               (a) Lender shall have received evidence satisfactory to it that
the McDonald's Premises is a legally subdivided parcel of land which can be
transferred and conveyed separately from and independently of the balance of the
Premises;

               (b) The McDonald's Lease is terminated at the time of the closing
for the sale of the McDonald's Premises and Borrower and Lender are released
from any and all liability in connection with the McDonald's Lease;

               (c) Borrower pays to Lender as a prepayment on account of the
Loan (which prepayment shall not require payment of any LIBOR Rate Loan
Prepayment Fee) an amount (the "McDonald's Sale Prepayment Amount") equal to the
greater of (i) $300,000 or (ii) the net proceeds from such sale ("net proceeds",
for this purpose, meaning the gross sales price, less and except only Borrower's
portion of applicable transfer taxes, Borrower's sales commission and normal pro
rations and adjustments);

               (d) Borrower pays all reasonable costs and expenses incurred by
Lender in connection with reviewing the conditions for such release, the
preparation of appropriate documentation and recording fees; and

                                      -11-

<PAGE>

               (e) No Event of Default, and no event or circumstance which with
the passage of time or the giving of notice or both would constitute an Event of
Default, has occurred prior to, or is in existence on, the date of such closing.

                                   ARTICLE 3
                            INTEREST RATE PROVISIONS

         3.1. Interest Rates.

               (a) Adjusted LIBOR Rates. Subject to the provisions of subsection
(b) hereof and Sections 3.3 and 3.4, the principal balance of the Loan
outstanding from time to time shall bear interest at the Adjusted LIBOR Rate. On
the Closing Date with respect to the initial LIBOR Interest Period and
thereafter not later than the first day of each successive LIBOR Interest
Period, Lender shall notify Borrower of the Adjusted LIBOR Rate applicable to
such LIBOR Interest Period.

               (b) Default Rate. The principal balance outstanding under the
Loan and any other amounts payable under any of the Loan Documents from time to
time shall bear interest at the Default Rate (i) following the occurrence and
during the continuance of an Event of Default (regardless of whether payment of
the Loan has been accelerated) and (ii) unless the term of the Loan is extended
pursuant to written agreement between Borrower and Lender, between the Maturity
Date and the date on which the Loan is paid in full.

               (c) Usurious Rate. All agreements between Borrower and Lender are
hereby expressly limited so that in no contingency or event whatsoever, whether
by reason of acceleration of maturity of the Loan or otherwise shall the amount
paid or agreed to be paid to Lender for the use or the forbearance of the
indebtedness evidenced hereby exceed the maximum permissible under applicable
law. As used herein, the term "applicable law" shall mean the law in effect as
of the Closing Date; provided, however, that in the event there is a change in
the law which results in a higher permissible rate of interest, then the Loan
Documents shall be governed by such new law as of its effective date. In this
regard, it is expressly agreed that it is the intent of Borrower and Lender in
the execution, delivery and acceptance of the Loan Documents to contract in
strict compliance with the applicable laws from time to time in effect. If,
under or from any circumstances whatsoever, fulfillment of any provision hereof
or of any of the Loan Documents at the time of performance of such provision
shall be due, shall involve transcending the limit of such validity prescribed
by applicable law, then the obligation to be fulfilled shall automatically be
reduced to the limits of such validity, and if under or from circumstances
whatsoever Lender should ever receive as interest an amount which would exceed
the highest lawful rate, such amount which would be excessive interest shall be
applied to the reduction of the principal balance evidenced hereby and not to
the payment of interest. This provision shall control every other provision of
all agreements between Borrower and Lender.

         3.2. Computation of Interest. Interest shall be computed on the basis
of a year of three hundred sixty (360) days and paid for the actual number of
days elapsed. Interest for any period shall be calculated from and including the
first day thereof to but excluding the last day thereof.

                                      -12-

<PAGE>

         3.3. LIBOR Rate Lending Unlawful. If Lender shall determine (which
determination shall, upon notice thereof to Borrower, be conclusive and binding
on Borrower) that the introduction of or any change in or in the interpretation
of any law, rule, regulation or guideline (whether or not having the force of
law) makes it unlawful, or any central bank or other Governmental Authority
asserts that it is unlawful, for Lender to make, continue or maintain any LIBOR
Rate Loan as a LIBOR Rate Loan of a certain duration, the obligation of Lender
to make, continue or maintain any such LIBOR Rate Loan shall, upon such
determination, forthwith be suspended until Lender shall notify Borrower that
the circumstances causing such suspension no longer exist, and any LIBOR Rate
Loan of such type automatically shall convert into a Prime Rate Loan at the end
of the then current LIBOR Interest Period with respect thereto or sooner, if
required by such law or assertion.

         3.4. LIBOR Rate Lending Impractical. If Lender shall have determined
that

               (a) United States Dollar deposits in the relevant amount and for
the relevant LIBOR Interest Period are not available to Lender in the London
interbank market, or

               (b) by reason of circumstances affecting Lender in the London
interbank market, adequate means do not exist for ascertaining the LIBOR Rate
applicable hereunder to a LIBOR Rate Loan, or

               (c) LIBOR no longer adequately reflects Lender's cost of funding
loans,

then, upon notice from Lender to Borrower, the obligations of Lender under
Section 3.1(a) to make or continue the Loan as a LIBOR Rate Loan shall forthwith
be suspended until Lender shall notify Borrower that the circumstances causing
such suspension no longer exist, and such LIBOR Rate Loan automatically shall
convert into a Prime Rate Loan at the end of the then current LIBOR Interest
Period with respect thereto or sooner, if required by such circumstances.

         3.5. Increased Costs Due to Borrower. In addition to the LIBOR Rate
Loan Prepayment Fee, Borrower agrees to reimburse Lender (without duplication)
for any increase in the cost to Lender, or reduction in the amount of any sum
receivable by Lender, in respect, or as a result of

               (a) any conversion or repayment or prepayment of the principal
amount of a LIBOR Rate Loan on a date other than the scheduled last day of the
LIBOR Interest Period applicable thereto, whether pursuant to Sections 3.1(a) or
4.2 or otherwise, or

               (b) any cost associated with marking to market any Hedging
Obligations that (in the reasonable determination of Lender) are required to be
terminated as a result of any conversion, repayment or prepayment of the
principal amount of a LIBOR Rate Loan on a date other than the scheduled last
day of the LIBOR Interest Period applicable thereto, whether pursuant to
Sections 3.1(a) or 4.2 or otherwise.

                                      -13-

<PAGE>

Lender promptly shall notify Borrower in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate Lender for such increased cost or
reduced amount. Such additional amounts shall be payable by Borrower to Lender
within five (5) days of its receipt of such notice, and such notice shall, in
the absence of manifest error, be conclusive and binding on Borrower. Borrower
understands, agrees and acknowledges that (i) Lender does not have any
obligation to purchase, sell and/or match funds in connection with the use of
the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate
Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such
rate, and (iii) Borrower has accepted the LIBOR Rate as a reasonable and fair
basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other
funding losses incurred by Lender. Borrower further agrees to pay the LIBOR Rate
Loan Prepayment Fee and other funding losses, if any, whether or not Lender
elects to purchase, sell and/or match funds.

         3.6. Increased Costs Due to Change in Law. If on or after the Closing
Date the adoption of any applicable Law (whether or not having the force of
law), or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by Lender with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency

               (a) shall subject Lender to any Taxes, duty or other charge with
respect to a LIBOR Rate Loan or its obligation to make a LIBOR Rate Loan, or
shall change the basis of taxation of payments to Lender of the principal of or
interest on a LIBOR Rate Loan or any other amounts due under this Agreement in
respect of a LIBOR Rate Loan or its obligation to make a LIBOR Rate Loan (except
for the introduction of, or change in the rate of, tax on the overall net income
of Lender or franchise taxes, imposed by the jurisdiction (or any political
subdivision or taxing authority thereof) under the laws of which Lender is
organized or in which Lender's principal executive office is located), or

               (b) shall impose, modify or deem applicable any reserve, special
deposit or similar requirement (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System)
against assets of, deposits with or for the account of, or credit extended by,
Lender or shall impose on Lender or on the London interbank market any other
condition affecting a LIBOR Rate Loan or its obligation to make a LIBOR Rate
Loan,

and the result of any of the foregoing is to increase the cost to Lender of
making or maintaining any LIBOR Rate Loan, or to reduce the amount of any sum
received or receivable by Lender under this Agreement with respect thereto, by
an amount reasonably deemed by Lender to be material, then, within fifteen (15)
days after demand by Lender, Borrower shall pay to Lender such additional amount
or amounts as will compensate Lender for such increased cost or reduction. A
change in law which results in a change in the LIBOR Reserve Percentage shall
not result in a duplicate payment under this Section 3.6.

                                      -14-

<PAGE>

         3.7. Increased Capital Costs of Lender. If any change in, or the
adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
law or regulation, directive, guideline, decision or request (whether or not
having the force of law) of any court, central bank, regulator or other
governmental authority affects the amount of capital required to be maintained
by Lender or Person controlling Lender, and Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling Person's
capital as a consequence of the Loan and other loans to Borrower and its
Affiliates is reduced to a level below that which Lender or such controlling
Person could have achieved but for the occurrence of any such circumstance,
then, in any such case upon notice from time to time by Lender to Borrower,
Borrower within thirty (30) days of such notice shall pay directly to Lender
additional amounts sufficient to compensate Lender or such controlling Person
for such reduction in rate of return. A statement of Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
Borrower. In determining such amount, Lender may use any method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.

         3.8. Taxes.

               (a) All payments by Borrower of principal of, and interest on, a
LIBOR Rate Loan and all other amounts payable under this Agreement shall be made
free and clear of and without deduction for any Taxes (other than franchise
taxes and taxes imposed on or measured by Lender's net income or receipts). In
the event that any withholding or deduction from any payment to be made by
Borrower hereunder is required in respect of any such Taxes pursuant to any
applicable law, rule or regulation, then Borrower will

                   (i) pay directly to the relevant authority the full amount
required to be so withheld or deducted,

                   (ii) promptly forward to Lender an official receipt or other
documentation satisfactory to Lender evidencing such payment to such authority,
and

                   (iii) pay to Lender such additional amount or amounts as is
necessary to ensure that the net amount actually received by Lender will equal
the full amount Lender would have received had no such withholding or deduction
been required.

               (b) If any such Taxes are directly asserted against Lender with
respect to any payment received by Lender under this Agreement, Lender may pay
such Taxes and Borrower will promptly pay such additional amount (including any
penalties, interest or expenses) as is necessary in order that the net amount
received by Lender after the payment of such Taxes (including any such Taxes on
such additional amount) shall equal the amount Lender would have received had
not such Taxes been asserted.

               (c) If Borrower fails to pay any such Taxes when due to the
appropriate taxing authority or fails to remit to Lender the required receipts
or other required documentary evidence, Borrower shall indemnify Lender for any
incremental amount of such Taxes, interest or penalties that may become payment
by Lender as a result of any such failure.

                                      -15-

<PAGE>


                                   ARTICLE 4
                     LOAN PAYMENT PROVISIONS; MATURITY DATE

         4.1. Interest and Principal Payments; Maturity Date.

               (a) Interest on the unpaid principal balance of the Loan
outstanding from time to time at the applicable Adjusted LIBOR Rate and/or
Adjusted Prime Rate determined pursuant to Article 3 shall accrue for and during
the applicable LIBOR Interest Period and/or Prime Interest Period, as
applicable, and shall be payable on each applicable Interest Payment Date
beginning with the first Interest Payment Date following the Closing Date.

               (b) Installments on account of the unpaid principal balance of
the Loan outstanding from time to time shall be payable on each Principal
Payment Date beginning with the first Principal Payment Date following the
Closing Date. The amount of each such installment shall be Seven Thousand Five
Hundred Dollars ($7,500).

               (c) The unpaid principal balance of the Loan then outstanding
together with all accrued and unpaid interest shall become due and payable on
the date which is eighty-four (84) months after the Closing Date ("Maturity
Date").

         4.2. Prepayments.

               (a) Right of Prepayment; Notice. Borrower shall have the right to
prepay all or any portion of the unpaid principal balance of the Loan and
Borrower shall have the obligation to prepay a portion of the unpaid principal
balance of the Loan subject to and in accordance with Section 2.5, in either
case provided Borrower shall give Lender, no later than 10:00 a.m., New York
City time, at least ten (10) Business Days' notice of any proposed prepayment,
specifying the proposed date of payment and the principal amount to be paid.

               (b) Prepayment Penalty. A Prime Rate Loan may be prepaid without
penalty or premium. A LIBOR Rate Loan may be prepaid upon the terms and
conditions set forth herein. For a LIBOR Rate Loan in connection with which
Borrower has or may incur Hedging Obligations, additional obligations may be
associated with prepayment, in accordance with the terms and conditions of the
applicable Hedging Contracts. Each partial prepayment of the principal amount of
a LIBOR Rate Loan shall be in an integral multiple of $100,000 and accompanied
by the payment of all charges outstanding on such a LIBOR Rate Loan and of all
accrued interest on the principal repaid to the date of payment. Borrower
acknowledges that prepayment or acceleration of a LIBOR Rate Loan during a LIBOR
Interest Period shall result in Lender incurring additional costs, expenses
and/or liabilities and that it is extremely difficult and impractical to
ascertain the extent of such costs, expenses and/or liabilities. Therefore, all
full or partial prepayments of a LIBOR Rate Loan shall be accompanied by, and
Borrower hereby promises to pay, on each date a LIBOR Rate Loan is prepaid or
the date all sums payable hereunder become due and payable, by acceleration or
otherwise, in addition to all sums then owing, an amount ("LIBOR Rate Loan
Prepayment Fee") determined by Lender pursuant to the following formula:

                                      -16-

<PAGE>

                   (i) the then current rate for United States Treasury
securities (bills on a discounted basis shall be converted to a bond equivalent)
with a maturity date closest to the end of the LIBOR Interest Period as to which
prepayment is made, subtracted from

                   (ii) the Adjusted LIBOR Rate applicable to the LIBOR Rate
Loan being prepaid.

If the result of this calculation is zero or a negative number, then there shall
be no LIBOR Rate Loan Prepayment Fee. If the result of this calculation is a
positive number, then the resulting percentage shall be multiplied by:

                   (iii) the amount of the LIBOR Rate Loan being prepaid.

The resulting amount shall be divided by:

                   (iv) three hundred sixty(360)

and multiplied by:

                   (v) the number of days remaining in the LIBOR Interest Period
as to which the prepayment is being made.

Said amount shall be reduced to present value calculated by using the referenced
United States Treasury securities rate and the number of days remaining on the
LIBOR Interest Period for the LIBOR Rate Loan being prepaid.

The resulting amount of these calculations shall be the LIBOR Rate Loan
Prepayment Fee.

               (c) Application of Payments. Any payment, whether voluntary or
involuntary, shall be applied (i) first to the payment of all fees, expenses and
other amounts which may be payable to Lender under the Loan Documents up to the
date of such payment (excluding principal and interest), (ii) then to accrued
and unpaid interest under the Loan up to the date of such payment, and (iii)
then to the outstanding principal balance of the Loan, which payments shall be
applied to principal installments in the inverse order of their maturity. The
acceptance of any prepayment (other than full payment) when there is an Event of
Default in existence under any of the Loan Documents shall not constitute a
waiver, release or accord and satisfaction thereof or of any rights with respect
thereto by Lender.

         4.3. Late Payment Charge. There shall be a late payment charge computed
at the rate of five cents ($.05) for each dollar (or part thereof) of any
principal or interest amount not paid within ten (10) days after its due date.

         4.4. Payments by Borrower in General.

               (a) Time, Place and Manner. All payments due to Lender under the
Loan Documents shall be made to Lender at the office designated for Lender in
Section 9.1 or to such other Person or at such other address as Lender may
designate by prior written notice to Borrower. Except as otherwise set forth in
this Agreement, a payment shall not be deemed to have been made on any day
unless such payment has been received by the required Person, at the required
place of payment, in Dollars in funds immediately available to such Person, no
later than 1:00 p.m. (Philadelphia, Pennsylvania time) on such day.

                                      -17-

<PAGE>

               (b) No Reductions. All payments due to Lender under this
Agreement and the other Loan Documents, shall be made by Borrower without any
reduction or deduction whatsoever, including any reduction or deduction for any
charge, set-off, hold back, recoupment or counterclaim (whether sounding in
tort, contract or otherwise).

               (c) Authorization to Charge Accounts. Borrower hereby authorizes
Lender to charge any amounts due under this Agreement against the operating
account of Borrower with Lender.

                                   ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

         5.1. Relating to Borrower and its Affiliates. Borrower represents and
warrants to Lender that:

               (a) (i) Borrower is a single purpose limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware, has the power and authority to own and operate the Project, and has
qualified to transact business in, and is validly subsisting under the laws of,
the Commonwealth of Pennsylvania. The sole general partner of Borrower is
CIF-Halifax Plaza Associates, LLC, a Delaware limited liability company, and the
sole limited partner of Borrower is Fairport Associates, L.P., a Delaware
limited partnership. True and correct copies of Borrower's Partnership Agreement
and Certificate of Limited Partnership, together with any and all amendments
thereto, have been furnished to Lender and the same are in full force and effect
as of the Closing Date. None of the ownership interests of Borrower has been
offered, issued, distributed or sold in violation of any state or federal
securities laws.

                   (ii) CIF-Halifax Plaza Associates, LLC is a single purpose
limited liability company duly formed, validly existing and in good standing
under the laws of the State of Delaware and has the power and authority to act
as the sole general partner of Borrower. The sole member of CIF-Halifax Plaza
Associates, LLC is Cedar Operating Partnership. True and correct copies of
CIF-Halifax Plaza Associates, LLC's Limited Liability Company Agreement and
Certificate of Formation, together with any and all amendments thereto, have
been furnished to Lender and the same are in full force and effect as of the
Closing Date. None of the ownership interests of CIF-Halifax Plaza Associates,
LLC has been offered, issued, distributed or sold in violation of any state or
federal securities laws.

                   (iii) Fairport Associates, L.P. is a limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware, and has the power and authority to act as the sole limited partner of
Borrower. CIF-Fairport Associates, LLC, a Delaware limited liability company, is
the sole general partner and the legal and beneficial owner of at least 17.6% of
the ownership interests of Fairport Associates, L.P. True and correct of
Fairport Associates, L.P.'s Partnership Agreement and Certificate of Limited
Partnership, together with any and all amendments thereto, have been furnished
to Lender and the same are in full force and effect as of the date of this
Agreement. None of the ownership interests of Fairport Associates, L.P. has been
offered, issued, distributed or sold in violation of any state or federal
securities laws.

                                      -18-

<PAGE>

                   (iv) CIF-Fairport Associates, LLC is a limited liability
company duly formed, validly existing and in good standing under the laws of the
State of Delaware and has the power and authority to act as the sole general
partner of Fairport Associates, L.P. The sole member of CIF-Fairport Associates,
LLC is Cedar Operating Partnership. True and correct copies of CIF-Fairport
Associates, LLC's Limited Liability Company Agreement and Certificate of
Formation, together with any and all amendments thereto, have been furnished to
Lender and the same are in full force and effect as of the Closing Date. None of
the ownership interests of CIF-Fairport Associates, LLC has been offered,
issued, distributed or sold in violation of any state or federal securities
laws.

                   (v) Cedar Operating Partnership is a limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware, and has the power and authority to act as the sole member of
CIF-Halifax Plaza Associates, LLC and CIF-Fairport Associates, LLC. Cedar REIT
is the sole general partner and the legal and beneficial owner of at least
twenty percent (20%) of the ownership interests of Cedar Operating Partnership.
True and correct copies of Cedar Operating Partnership's Partnership Agreement
and Certificate of Limited Partnership, together with any and all amendments
thereto, have been furnished to Lender and the same are in full force and effect
as of the date of this Agreement. None of the ownership interests of Cedar
Operating Partnership has been offered, issued, distributed or sold in violation
of any state or federal securities laws.

                   (vi) Cedar REIT is a corporation duly organized, validly
existing and in good standing under the laws of the State of Maryland and has
the power and authority to act as the sole general partner of Cedar Operating
Partnership. The shares of common stock of Cedar REIT are publicly traded on the
NASDAQ securities market. Cedar REIT qualifies as a "real estate investment
trust" under the Code. True and correct copies of Cedar REIT's Certificate of
Incorporation and Bylaws, together with any and all amendments thereto, have
been furnished to Lender and the same are in full force and effect as of the
Closing Date. None of the shares of stock or other ownership interests of Cedar
REIT has been offered, issued, distributed or sold in violation of any state or
federal securities laws.

                   (vii) Existing Manager is a limited liability company duly
formed, validly existing and in good standing under the laws of the New York and
has the power and authority to manage the Project pursuant to the Existing
Management Agreement. Existing Manager has qualified to transact business in,
and is subsisting under the laws of, the Commonwealth of Pennsylvania. Leo S.
Ullman is the chief executive officer of Existing Manager and the legal and
beneficial owner of the majority of the ownership interests in Existing Manager.
True and correct copies of Existing Manager's Certificate of Formation and
Operating Agreement, together with any and all amendments thereto, have been
furnished to Lender and the same are in full force and effect as of the Closing
Date.

                                      -19-

<PAGE>

               (b) Borrower has all requisite power and authority to own and
operate its properties and to carry on its business as now conducted and as
presently planned to be conducted. Without limiting the generality of the
foregoing, Borrower: (i) has the power to engage in all the transactions
contemplated by this Agreement, and (ii) has full power, authority and legal
right to execute and deliver, and to comply with the provisions of this
Agreement and the other Loan Documents to be executed by Borrower and all other
documents relating hereto or thereto, which documents constitute the legally
binding obligations of Borrower, enforceable against Borrower in accordance with
their respective terms except as the enforceability thereof may be limited by
bankruptcy, insolvency or other similar Laws of general application affecting
the enforcement of creditor's rights.

               (c) There is no suit, action, proceeding or investigation pending
or, to the knowledge of Borrower, threatened against or affecting Borrower or,
to the best of Borrower's knowledge after diligent inquiry, the Project. There
is no suit, action, proceeding or investigation pending or to the knowledge of
Borrower threatened against Borrower or Guarantors which, if adversely resolved,
would: (i) adversely affect the Project, (ii) adversely affect the ability of
Borrower to perform its obligations under the Loan Documents or the ability of
Guarantors to perform any of their obligations under the Surety Agreement, as
applicable, or (iii) adversely affect the business, operations, condition
(financial or otherwise) or prospects of Borrower or Guarantors.

               (d) No consent, approval or other authorization of or by any
court, administrative agency or other governmental authority is required in
connection with the execution or delivery by Borrower of this Agreement or any
other Loan Document or compliance with the provisions hereof or thereof.

               (e) Neither the execution nor delivery of this Agreement or any
other Loan Document will conflict with or result in a breach of any applicable
Law of any court, administrative agency or other Governmental Authority, or of
any agreement or other instrument to which Borrower is a party or by which it is
bound, or constitute a default under any thereof, or except as expressly
contemplated herein, to the best of Borrower's knowledge after diligent inquiry,
result in the creation or imposition of any lien, charge or encumbrance upon
part of the Project.

               (f) The financial statements of Guarantors, copies of which have
been furnished to Lender, fairly and accurately reflect the respective financial
conditions of Guarantors as of the dates thereof, and there has been no material
adverse change in the financial condition of Guarantors since such dates.

               (g) Any and all federal, state and local income tax returns
required to have been filed by Guarantors have been filed, or extensions for the
filing thereof have been filed, and all taxes reflected upon any such tax
returns, all past due taxes, interest and penalties and all estimated payments
required to be paid to date have been paid.

                                      -20-

<PAGE>

               (h) Neither Borrower nor either Guarantor has applied for or
consented to the appointment of a receiver, trustee or liquidator of itself or
any of its property, admitted in writing its inability to pay debts as they
mature, made a general assignment for the benefit of creditors, been adjudicated
a bankrupt or insolvent or filed a voluntary petition in bankruptcy, or a
petition or an answer seeking reorganization or an arrangement with creditors or
to take advantage of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against it in any proceeding under any
such law, and no action has been taken by it for the purpose of effecting any of
the foregoing. No order, judgment or decree has been entered by any court of
competent jurisdiction approving a petition seeking reorganization of Borrower
or either Guarantor or all or a substantial part of the assets of Borrower or
either Guarantor, or appointing a receiver, sequestrator, trustee or liquidator
of it or any of its property.

               (i) Borrower has not entered into the Loan with the intent to
hinder, delay, or defraud any creditor, and Borrower has received reasonably
equivalent value in exchange for its obligations under the Loan Documents.
Giving effect to the transactions contemplated by the Loan Documents, the fair
saleable value of Borrower's assets exceeds and, immediately following the
execution and delivery of the Loan Documents, will exceed Borrower's total
liabilities, including subordinated, unliquidated, disputed or contingent
liabilities. Borrower's assets do not and, immediately following the execution
and delivery of the Loan Documents, will not constitute unreasonably small
capital to carry out its business as conducted or as proposed to be conducted.
Borrower does not intend to, and does not believe that it will, incur debts and
liabilities (including contingent liabilities and other commitments) beyond its
ability to pay such debts as they mature (taking into account the timing and
amounts to be payable on or in respect of obligations of Borrower).

               (j) Borrower is not a "foreign person" within the meaning of
Section 1445(f)(3) of the Internal Revenue Code.

               (k) Borrower has not dealt with any broker, agent or other
intermediary in connection with the Loan other than Broker.

               (l) No Event of Default has occurred and is continuing or exists
under this Agreement or any other Loan Document and, to Borrower's knowledge, no
event has occurred and is continuing or exists that, with the passage of time or
giving of notice or both, will constitute an Event of Default hereunder or under
any other Loan Document.

         5.2. Relating to the Project. Borrower represents and warrants to
Lender that:

               (a) Borrower owns good and marketable fee simple title to the
Project, subject to no lien, charge or encumbrance except such as are listed as
exceptions to title or exclusions from coverage in the title insurance policy
being issued to Lender concurrently with the execution of the Mortgage and
pursuant to Section 7.2(d). The aggregate purchase price paid by Borrower for
the Project was $5,240,000. Borrower has delivered to Lender true, correct and
complete copies of the Agreement of Sale and Deed for the Project.

               (b) All personal property with respect to which Borrower has
granted to Lender a security interest pursuant to any of the Loan Documents is
otherwise owned by Borrower free and clear of all liens, encumbrances and
security interests.

                                      -21-

<PAGE>

               (c) (i) The Project is subject to the leases listed and described
on Exhibit B attached hereto and made a part hereof ("Existing Leases"),
including without limitation the Giant Lease and the McDonald's Lease. Except
for the Existing Leases, the Project is not subject to any other leases,
occupancy rights or similar arrangements. To the best of Borrower's knowledge
after diligent inquiry, except as may be set forth in Exhibit B, none of the
Existing Leases has been amended, modified or supplemented in any respect or
terminated or canceled. To the best of Borrower's knowledge after diligent
inquiry, the Existing Leases represent the entire agreements between Borrower
and the respective applicable tenants ("Existing Tenants") with respect to the
lease of the portions of the Project covered thereby. Each of the Existing
Leases is in full force and effect. Borrower knows of no material defaults under
Existing Leases in the aggregate which, in the judgment of Lender, could have a
material adverse effect on the financial condition of Borrower or the Project.
To the best of Borrower's knowledge after diligent inquiry, there are no
existing defenses or offsets against the obligation to pay the rents or other
charges due under any of the Existing Leases or against the enforcement of any
of the Existing Leases by Borrower. Except as may be set forth in Exhibit B,
there are no agreements covering free rent, partial rent, rebate of rental
payments or any other type of rental concessions with respect to any of the
Existing Leases. Except for the McDonalds Lease, none of the Existing Leases
contains any options or rights of first refusal to purchase any portion or all
of the Project in favor of a tenant. There have not been any prepayments of any
rent under any of the Existing Leases. Except as may be set forth in Exhibit B,
there is no provision for the payment of any security deposit under any of the
Existing Leases. Borrower has not mortgaged, assigned, pledged, granted a
security interest in or otherwise encumbered its interest in any of the Existing
Leases in favor of any person or entity other than Lender.

                   (ii) Borrower has delivered to Lender a rent roll for the
Project dated within thirty (30) days of the Closing Date, in form and substance
reasonably satisfactory to Lender and certified as true and correct by Cedar
Operating Partnership. To the best of Borrower's knowledge, after due inquiry
into and analysis of the historical operating expenses of the Project for the
twelve (12) month period immediately preceding the effective date of such rent
roll, the Net Operating Income (based upon such rent roll and such historical
operating expenses) is equal to or more than $490,000 and the Debt Service
Coverage Ratio is more than 1.25 to 1.

               (d) Borrower has delivered to Lender a true, correct and complete
copy of the Management Agreement dated the date of this Agreement between
Borrower and Existing Manager ("Existing Management Agreement"). There are no
other management agreements to which Borrower is a party relating to the
Project. The Existing Management Agreement has not been amended, modified or
supplemented in any respect or terminated or canceled. The Existing Management
Agreement represents the entire agreement between Borrower and Existing Manager
with respect to the management of the Project. The Existing Management Agreement
is in full force and effect, there are no defaults thereunder, and Borrower
knows of no events or conditions which, with passage of time or notice or both,
would constitute a default thereunder.

               (e) No notice of taking by eminent domain or condemnation of any
part of the Project has been received, and Borrower has no knowledge that any
such proceeding is contemplated. No part of the Project has been damaged or
injured as a result of any fire, explosion, accident, flood, or other casualty
which is not now fully restored.

                                      -22-

<PAGE>

                   (f) To the best of Borrower's knowledge after diligent
inquiry, the Premises abut and has direct access to a legally open public right
of way. All streets necessary for the full utilization of the Project for its
intended purposes have been completed. All costs of street improvements to be
completed by Borrower have been paid.

                   (g) To the best of Borrower's knowledge after diligent
inquiry, electricity, public potable water and public sanitary and storm
sewerage facilities and natural gas service are connected to the Premises and
are of sufficient capacity to service the Improvements, and all costs for
installing and connecting such utilities (including tap-in and connection fees)
have been paid.

                   (h) To the best of Borrower's knowledge after diligent
inquiry, all necessary approvals from the Governmental Authorities having
jurisdiction over the Project (the "Governmental Approvals") have been obtained
for the development, ownership and operation of the Project, are final and not
subject to approval and remain in full force and effect. Borrower has satisfied
all conditions imposed by any Governmental Authority on the grant of the
Governmental Approvals. To the best of Borrower's knowledge after diligent
investigation, the ownership and operation of the Project are in compliance with
all applicable Laws.

                   (i) No statement of fact made by Borrower in any Loan
Documents contains any untrue statement of a material fact or omits to state any
material fact necessary to make statements contained therein not misleading.
There is no material fact presently known to Borrower that has not been
disclosed to Lender which materially adversely affects, or, as far as Borrower
can foresee, might materially adversely affect, the Project or the business
operations or condition (financial or otherwise) of Borrower.

         5.3. Survival of Representations. All of the representations and
warranties of Borrower in this Agreement shall survive the making of this
Agreement and shall be continuing.

                                   ARTICLE 6
                                   COVENANTS

         6.1. Financial Statements; Tax Returns. Borrower shall deliver or cause
to be delivered to Lender:

               (a) Within ninety (90) days after the end of each fiscal year of
Borrower, annual financial statements for Borrower for and as of the end of such
year, including a balance sheet, a statement of income and expense, a cash flow
statement and a rent roll for the Project, which shall be prepared on a
compilation basis by the Controller of Cedar Operating Partnership and certified
as true and correct by Cedar Operating Partnership;

               (b) Within ten (10) days after filing with the Securities
Exchange Commission, any quarterly or annual report, or any interim Form 8-K, as
the case may be, financial statements for Cedar REIT and Cedar Operating
Partnership, on a consolidated basis, for and as of the end of such year,
including a balance sheet, a statement of income and expense and a cash flow
statement, prepared on a GAAP basis and audited by an independent certified
public accounting firm acceptable to Lender;

                                      -23-

<PAGE>

               (c) Within ten (10) days after each filing of it to the
Securities Exchange Commission, a copy of Cedar REIT's Form 10-K as so filed.

               (d) Within thirty (30) days after the end of each quarter-annual
fiscal period of Borrower, a statement of income and expense, a rent roll and a
security deposit inventory for the Project, which shall be prepared by
management of Borrower and certified as true and correct by Cedar Operating
Partnership, together with evidence of payment of all real estate taxes that
became due and payable during such period;

               (e) Within thirty (30) days after the filing thereof, copies of
federal and state income tax returns for Borrower and Guarantors, in each case
certified as true and correct copies of such returns as filed by the preparer
thereof.

               (f) Such other financial information regarding Borrower and
Guarantors as Lender may reasonably request from time to time.

All such financial information shall be in a form reasonably acceptable to
Lender.

         6.2. Financial Covenants.

               (a) (i) At all times during the term of the Loan, Guarantors,
collectively, shall maintain a Net Worth of at least Thirteen Million Dollars
($13,000,000) and Liquid Assets of at least One Million Dollars ($1,000,000).
The financial information provided with respect to Guarantors pursuant to
Section 6.1 shall include specific calculations of Net Worth and Liquid Assets
as required by this Section 6.2 on an annual basis. Compliance or
non-compliance, as the case may be, with the foregoing covenants regarding Net
Worth and Liquid Assets shall be certified by Guarantors on a semi-annual basis
within ninety (90) days after each June 30 and December 31.

                   (ii) For purposes hereof: (A) "Net Worth" shall mean, at any
particular time, an amount equal to the difference between all tangible assets
and all liabilities, as certified by Guarantors, on a fair market value basis
(which fair market value determination shall be reasonably acceptable to Lender)
with respect to income producing real estate assets, on a cost basis with
respect to non-income producing real estate assets and on the basis of tax
accounting principles with respect to assets other than real estate assets, as
shown (absent error) on the line captioned "Total Shareholders' Equity in the
Company and limited partner's (equity) interest in Operating Partnership and
minority interest" on Cedar REIT's Financial Statements; and (B) "Liquid Assets"
shall mean, at any particular time, an amount equal to the sum of all
unencumbered and unrestricted cash and equivalents and all unencumbered and
unrestricted marketable securities, as certified by Guarantors, as shown (absent
error) on the line captioned "[unrestricted] cash and cash equivalents" on Cedar
REIT's Financial Statements.

               (b) At all times during the term of the Loan, the Debt Service
Coverage Ratio shall be equal to or more than 1.25 to 1. The financial
information provided with respect to Borrower pursuant to Section 6.1 shall
include an annual Debt Service Coverage Determination. Compliance or
non-compliance, as the case may be, with the foregoing Debt Service Coverage
Ratio requirement shall be certified by Guarantors.

                                      -24-

<PAGE>

         6.3. Debt Service Coverage Determinations.

               (a) Borrower shall deliver to Lender, with respect to (i) the
verification of the representation and warranty set forth in Section 5.2(c)(ii),
and (ii) the financial covenant set forth in Section 6.2(b), financial
information setting forth the basis for and calculation of Borrower's Net
Operating Income and Debt Service Coverage Ratio, which information provided by
Borrower to Lender shall be subject to review and confirmation by Lender and
notice thereof from Lender to Borrower ("Debt Service Coverage Determination").

               (b) For purposes hereof:

                   (i) "Debt Service Coverage Ratio" shall mean, for a
particular twelve (12) month period, the ratio of Net Operating Income for such
twelve (12) month period to Debt Service for such twelve (12) month period;

                   (ii) "Net Operating Income" shall mean the lesser of (A) an
amount equal to the projected gross income (including any expense
reimbursements) determined on a cash basis with respect to the Project,
consisting of, without duplication, income from the Approved Leases (but only to
the extent the tenants thereunder are in occupancy, the rents thereunder are not
more than thirty (30) days past due and no notices of termination or intent to
vacate thereunder have been made, all as of the time such Debt Service Coverage
Determination is made) for the following twelve (12) month period determined on
an annualized basis based upon actual results for the immediately preceding
twelve (12) month period and any known variations applicable to the following
twelve (12) month period, or (B) an amount equal to ninety-five percent (95%) of
such gross income which would be received by Borrower if one hundred percent
(100%) of the leasable area of the Project was leased at the same relative
rental rates, in either case less projected operating expenses relating to the
Project for the following twelve month period determined on an annualized basis
based upon actual results for the immediately preceding twelve (12) month period
and any known variations applicable to the following twelve (12) month period,
which operating expenses shall be reasonable and customary for similar
properties in the same geographic area as the Project and shall include
management fees pursuant to the Existing Management Agreement or other
management agreement acceptable to Lender or management fees equal to five
percent (5%) of such projected gross income, whichever are greater, and reserves
for capital repairs and replacements in an amount equal to fifteen cents ($0.15)
per square foot of leasable area of the Project, but shall not include Debt
Service, any income taxes or non-cash items; and

                   (iii) "Debt Service" shall mean an amount equal to the
projected total principal and interest payments which would be made under the
Loan for the immediately following twelve (12) month period (in the case of the
interest payments, based upon and assuming an interest rate equal to the
interest rate applicable under the Interest Rate Protection Agreements plus the
Adjusted LIBOR Rate spread applicable to the Loan on the effective date of the
Debt Service Coverage Determination). For purposes of the Debt Service Coverage
Determination being made to verify the representation and warranty set forth in
Section 5.2(c)(ii), the effective date of such Debt Service Coverage
Determination shall be the Closing Date.

                                      -25-

<PAGE>

         6.4. Reports. Borrower shall deliver or cause to be delivered to
Lender:

               (a) As soon as possible after Borrower has knowledge of the
occurrence of any Default or Event of Default, a written statement by Borrower
setting forth details of such Default or Event of Default, stating whether or
not the same is continuing, and if so, the action that Borrower proposes to take
with respect thereto;

               (b) Immediately after receiving notice thereof, notice in writing
of all actions, suits and proceedings before any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, if an adverse result thereof could impose uninsured liability in excess
of $25,000 on Borrower or Guarantors, or otherwise have a material adverse
effect on the financial condition, prospects, property or business of Borrower
or Guarantors; and

               (c) Such other information regarding the business, properties,
condition and operations (financial or otherwise) of Borrower and Guarantors as
Lender may at any time and from time to time reasonably request be furnished to
it.

         6.5. Maintenance of Existence; Composition; Business.

               (a) (i) Borrower shall maintain its existence as a single purpose
Delaware limited partnership, and shall maintain CIF-Halifax Plaza Associates,
LLC as its sole general partner and Fairport Associates, L.P., as its sole
limited partner. Borrower shall not permit CIF-Halifax Plaza Associates, LLC or
Fairport Associates, L.P. to pledge, assign or grant a security interest in or
otherwise transfer any ownership interest in Borrower except as may be otherwise
specifically permitted in Section 6.6.

                   (ii) Borrower shall cause Fairport Associates, L.P. to
maintain its existence as a Delaware limited partnership and to maintain
CIF-Fairport Associates, LLC as its sole general partner and the legal and
beneficial owner of at least 17.6% of the ownership interests of Fairport
Associates, L.P.

                   (iii) Borrower shall cause CIF-Halifax Plaza Associates, LLC
and CIF-Fairport Associates, LLC each to maintain its existence as a Delaware
limited partnership and to maintain Cedar Operating Partnership as its sole
member. Borrower shall not permit Cedar Operating Partnership to pledge, assign
or grant a security interest in or otherwise transfer any ownership interest in
CIF-Halifax Plaza Associates, LLC or CIF-Fairport Associates, LLC except as may
be otherwise specifically permitted in Section 6.6.

                   (iv) Borrower shall cause Cedar Operating Partnership (A) to
maintain its existence as a Delaware limited partnership and (B) to maintain
Cedar REIT as its sole general partner and the legal and beneficial owner of at
least twenty percent (20%) of the ownership interest of Cedar Operating
Partnership.

                                      -26-

<PAGE>

                   (v) Borrower shall cause Existing Manager to maintain its
existence as a New York limited liability company and to maintain Leo S. Ullman
as its chief executive officer and the legal and beneficial owner of the
majority of the ownership interests of Existing Manager.

               (b) Borrower shall advise Lender of the nature of any changes in
its Partnership Agreement or Certificate of Limited Partnership promptly after
any such changes, and Borrower shall not change such Partnership Agreement or
Certificate of Limited Partnership in any manner which would adversely affect
its ability to perform any of its obligations under any of the Loan Documents,
without in each case obtaining the prior written approval of Lender. Borrower
shall not engage in any other business, venture or undertaking except the
ownership, development, operation and maintenance of the Project. Borrower shall
not dissolve, merge or consolidate with any other Person or sell, transfer or
otherwise dispose of any of its assets except in the ordinary course of
business. Borrower shall not make any cash or other distributions or payments
(whether in the nature of a return of capital, a loan payment, an interest
payment, a return on capital, a distribution of profits or otherwise) to any of
its partners or Affiliates, unless in each case such distribution is otherwise
in compliance with the Loan Documents and there is no Event of Default or event
which, with the giving of notice or the passage of time, or both, could be an
Event of Default, then in existence under any of the Loan Documents. Borrower
shall not assume, guarantee, endorse or otherwise become contingently liable
upon, or responsible for, any obligations of others, except to endorse checks or
drafts in the ordinary course of business.

         6.6. Transfer of Project. Borrower shall not, without in each case
obtaining Lender's prior written consent, (a) except for Approved Leases, sell
or transfer, or further encumber, whether voluntarily, involuntarily or by
operation of law, or contract to sell or transfer, the Project or any part
thereof, directly or indirectly, including, but not limited to, by deed,
installment sale, long-term lease or assignment of lease, or (b) sell or
transfer or permit any Person to sell or transfer, whether voluntarily,
involuntarily or by operation of law, directly or indirectly, any ownership
interest in Borrower, provided that there may be transfers of limited partner
interests in Borrower and Fairport Associates, L.P. so long as Cedar Operating
Partnership (i) remains the owner, directly or indirectly, of at least 1% of the
ownership interests in Borrower and (ii) controls the management of Borrower.
Any consent given by Lender hereunder shall pertain only to the proposed
transfer for which the consent was requested and shall not obligate Lender to
approve any further transfers or relieve any Person of liability to pay thereon.

         6.7. Borrower Indebtedness. Borrower shall not at any time create,
incur, assume or suffer to exist any indebtedness of Borrower except (a)
indebtedness represented by the Loan, (b) other indebtedness of Borrower to
Lender, (c) unsecured indebtedness to its members, provided that there shall be
no repayment of any such indebtedness if there is an Event of Default then in
existence under any of the Loan Documents, and (d) accounts payable to trade
creditors arising out of purchases of goods or services in the ordinary course
of business, provided that (i) each such account payable is payable not later
than thirty (30) days after the original invoice date according to the original
terms of sale and (ii) each such account payable is not overdue by more than
thirty (30) days according to the original terms of sale, unless Borrower is
disputing the amount or validity of same in good faith.

                                      -27-

<PAGE>

         6.8. Leases.

               (a) After the Closing Date Borrower shall not enter into any
lease agreement affecting any portion of the Project other than an Approved
Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing
Lease and all extensions and renewals thereof, (ii) any fully executed lease
agreement between Borrower and a particular tenant relating to any portion of
the Project which is on a form of lease which has been approved in writing by
Lender, provides for a term of no more than five (5) years and covers less than
5,000 square feet of leasable space, and (iii) any lease which has been approved
in writing by Lender. In any event, not more than five percent (5%) of the
leasable space in the Project shall be leased to any one or more Affiliates of
Borrower or either Guarantor or any Person which is indebted to Borrower or
either Guarantor or any Person in which Borrower or either Guarantor possesses
an ownership interest. Within ten (10) Business Days after receipt by Lender of
Borrower's written request for Lender's approval or rejection of a proposed
Approved Lease together with a copy of such proposed Approved Lease, Lender
shall notify Borrower whether it approves or rejects such proposed Approved
Lease; if Lender fails to so notify Borrower within such time period, Lender
shall be deemed to have approved such proposed Approved Lease. Borrower shall
deliver to Lender a copy of each Approved Lease within five (5) Business Days
after it is fully executed. If required by Lender, in conjunction with the
execution of an Approved Lease relating to any portion of the Project, the
tenant thereunder shall execute an Estoppel Certificate and Subordination,
Non-Disturbance and Attornment Agreement in form and substance satisfactory to
Lender.

               (b) Without in each case obtaining the prior written consent of
Lender, Borrower shall not (i) cancel or terminate or accept the surrender of
any Approved Lease other than by the terms of such Approved Lease or following a
default by the tenant thereunder, (ii) amend, modify or otherwise change any
Approved Lease so as to decrease the term or reduce the rental due, or discount,
compromise or forgive any amounts due, or diminish any tenant's obligation with
regard to the payment of taxes, insurance and other sums, (iii) permit the
payment of rent more than thirty (30) days in advance of the due date under any
Approved Lease, or anticipate, encumber or assign the rents or any part thereof
or any interest therein, (iv) release any guarantor or surety of any tenant's
obligations under any Approved Lease, (v) waive any material default under or
material breach of any Approved Lease, or (vi) take any other action in
connection with any Approved Lease which would materially impair the value of
the rights or interests of Borrower thereunder.

               (c) Borrower shall promptly (i) perform all of the provisions of
the Approved Leases on the part of the landlord thereunder to be performed, (ii)
enforce all of the material provisions of the Approved Leases on the part of the
tenants thereunder to be performed, (iii) appear in and defend any action
proceeding arising under, growing out of or in any manner connected with the
Approved Leases or the obligations of Borrower as landlord or of the tenants
thereunder, and (iv) deliver to Lender, within ten (10) days after request by
Lender, a written statement containing the name of all tenants, the terms of all
Approved Leases and the spaces occupied and rentals payable thereunder, and a
statement of all Approved Leases which are then in default, including the nature
and magnitude of the default.

                                      -28-

<PAGE>

         6.9. Management Agreements. Except for the Existing Management
Agreement, Borrower shall not enter into any management agreement affecting any
portion of the Project without in each case obtaining the prior written approval
of Lender with respect to the identity of the proposed manager and the terms and
conditions of the proposed management agreement, and Borrower shall not amend,
modify or terminate the Existing Management Agreement or any previously approved
management agreement without in each case obtaining the prior written approval
of Lender. Without limiting the generality of the foregoing, Borrower agrees,
and each management agreement including the Existing Management Agreement shall
provide by its terms or in a separate document, that such management agreement
shall be terminable without penalty or premium by Lender or its nominee
following the occurrence of an Event of Default or at Lender's discretion, as
set forth in the Mortgage, and that all payments under such management agreement
are under and subject and subordinate in lien and priority of payment to the
payment of all principal and interest under the Loan. Borrower will cause the
manager including the Existing Manager to promptly perform and observe all of
the covenants required to be performed and observed by such manager under such
management agreement, promptly notify Lender with respect to any default under
such management agreement and promptly deliver to Lender a copy of each notice,
report, plan or statement delivered by such manager to Borrower pursuant to such
management agreements.

         6.10. Property, Liability and Other Insurance. Borrower shall obtain
and maintain (or cause to be obtained and maintained) during the term of the
Loan, at its sole cost and expense and for the mutual benefit of Borrower and
Lender, the following policies of insurance with respect to the Project:

               (a) Insurance against loss or damage by fire, lightning,
windstorm. hail, explosion, vandalism, acts of terrorism, malicious mischief and
damage from aircraft and vehicles, and smoke damage from such other hazards as
are presently included in standard "all risk" property insurance in the same
geographic area in which the Project is located. The amount of such insurance
shall be as required by Lender from time to time, but not less than 100% of the
"full replacement cost" of the buildings, structures, improvements and fixtures
without deduction for depreciation (but excluding the value of roads,
foundations, parking areas and similar improvements). During any period while
the buildings and improvements on the Premises are being constructed or
reconstructed or rehabilitated, the fire insurance required pursuant to this
Section 6.10 shall be in the form of a builder's "all risk" policy on a
completed value, non-reporting basis, including collapse and transit coverage,
with deductibles not to exceed $10,000, a "soft cost" endorsement in an amount
satisfactory to Lender and such other endorsements as Lender may reasonably
require.

               (b) Business interruption or rent loss insurance each in an
amount as required by Lender from time to time but not for a period in excess of
twelve (12) months and based on gross rents payable under all leases.

               (c) Flood insurance if any part of the Project is located in an
area identified by the Federal Emergency Management Agency as an area having
special flood hazards and in which flood insurance has been made available under
the National Flood Insurance Program, in an amount equal to the lesser of the
stated principal amount of the Loan and the maximum limit of coverage available
with respect to the Project under such program.

                                      -29-

<PAGE>

               (d) Comprehensive general public liability insurance against
claims for bodily injury or death and property damage occurring upon, in or
about the Project to afford protection to the limit of not less than $1,000,000
per occurrence for bodily injury (including death) and property damage, with
umbrella coverage of not less than $5,000,000. Such insurance shall be written
on an "occurrence" basis rather than a "claims" basis to the extent obtainable
at commercially reasonable rates.

               (e) Worker's compensation insurance in an amount equal to
Borrower's full statutory liability and covering all of Borrower's or Existing
Manager's employees, if any, wherever located.

               (f) Such other insurance on the Project, or any replacements or
substitutions therefor, or additions thereto, and in such amounts as may from
time to time be reasonably required by Lender against other insurable hazards or
casualties which at the time are commonly insured against in the case of
premises similarly situated.

Borrower also shall comply with all requirements regarding insurance set forth
in the Mortgage and, in the event of any conflict between the insurance
provisions in this Agreement and such provisions in the Mortgage, such
provisions in the Mortgage shall control.

         6.11. Appraisals. In addition to the appraisals required pursuant to
Section 7.2(a), Lender shall be entitled to order and obtain an appraisal of the
Project at any time and from time to time during the term of the Loan. Such
appraisals shall be paid for by Lender; provided, however, that upon the
occurrence and during the continuance of an Event of Default, Borrower shall pay
for such appraisals to the extent they are requested and provided to Lender not
more than once during any six (6) month period.

         6.12. Environmental Reports. In addition to the Phase I environmental
report required pursuant to Section 7.2(a), Lender shall be entitled to order
and obtain an environmental report of the Project at any time and from time to
time during the term of the Loan. Such environmental reports shall be paid for
by Lender; provided, however, that upon the occurrence and during the
continuance of an Event of Default, Borrower shall pay for such environmental
reports to the extent they are requested and provided to Lender not more than
once during any six (6) month period.

         6.13. Bank Accounts. Borrower shall maintain with Lender all bank
accounts relating to the Project, including construction deposit accounts,
operating accounts and security deposit accounts. If Borrower fails to comply
with the covenant contained in this Section 6.13, Lender shall have the right,
in addition to such other rights and remedies as are available to it under this
Agreement or otherwise, to increase by fifty (50) basis points the Adjusted
LIBOR Rate or Adjusted Prime Rate otherwise applicable to the unpaid principal
balance of the Loan for and during such period of non-compliance.

                                      -30-

<PAGE>

         6.14. Regulation U. No portion of the proceeds of the Loan shall be
used, in whole or in part, for the purpose of purchasing or carrying any "margin
stock" as such term is defined in Regulation U of the Board of Governors of the
Federal Reserve System.

         6.15. Broker's Fees. Borrower agrees to pay any and all fees,
commissions and other compensation payable to any broker, finder or other
intermediary in connection with the Loan (including, without limitation, the
Broker) to the extent contracted by Borrower, and to indemnify, defend and hold
harmless Lender from and against any and all claims, demands, losses or
liabilities arising out of any claim for the payment of such charges.

         6.16. Lender's Costs. Borrower shall pay or reimburse Lender for all
reasonable out-of-pocket and all extraordinary costs and expenses (including but
not limited to reasonable attorneys' fees) incurred by Lender in connection with
the preparation, review, modification and enforcement of the Loan Documents and
the administration and collection of the Loan.

         6.17. Loan Fee. As compensation for the expenses of underwriting and
evaluating the Loan, Borrower shall pay to Lender on the date hereof the sum of
$44,000 ("Loan Fee"), less any portion thereof previously paid by Borrower to
Lender. The Loan Fee shall be in addition to the interest and any and all other
amounts which Borrower is required to pay under the Loan Documents.

                                    ARTICLE 7
                      CONDITIONS PRECEDENT TO LOAN ADVANCE

         The making of the Advance of the Loan by Lender to Borrower is subject
to the satisfaction of the following conditions precedent:

         7.1. Delivery of Loan Documents. The Loan Documents shall have been
properly executed by Borrower, Guarantors and the other parties thereto, as
applicable, and delivered to Lender. The Mortgage, Assignment of Leases,
Financing Statements and other documents intended to be placed of record shall
have been duly recorded or filed in the appropriate public offices.

         7.2. Delivery of Other Documents. The following shall have been
delivered to Lender at Borrower's expense, each of which must be in form and
substance satisfactory to Lender:

               (a) Appraisal. An MAI appraisal of the Project prepared at
Borrower's expense by an appraiser acceptable to Lender in accordance with the
requirements of Title 11 of FIRREA which shall indicate a fair market value for
the Project on an "as is" basis which is acceptable to Lender, and which
otherwise shall be satisfactory in form and substance to Lender.

               (b) Property Condition Report. An engineer's report regarding the
physical condition and structural integrity of the Improvements, which report
shall be satisfactory in form and substance to Lender and performed at
Borrower's expense by an independent engineer acceptable to Lender.

                                      -31-

<PAGE>

               (c) Environmental Report. A Phase I environmental report of the
Project satisfactory in form and substance to Lender and performed at Borrower's
expense by an independent environmental engineer acceptable to Lender.

               (d) Title Insurance. A marked-up title report of a reputable
title insurance company satisfactory to Lender and licensed to do business in
the Commonwealth of Pennsylvania, representing that company's commitment to
issue in favor of Lender, but at the expense of Borrower, a standard ALTA
mortgagee title insurance policy, insuring the lien of the Mortgage as a first
lien on Borrower's fee simple interest in the Project, free and clear of all
prior liens (including possible mechanics' liens) and encumbrances, subject only
to such objections and exceptions as Lender may approve and containing such
affirmative endorsements as Lender may require. It shall also be Borrower's
responsibility to comply with any reinsurance requirements stipulated by Lender
and to cause evidence of such reinsurance (with rights of direct access) to be
provided in a form acceptable to Lender.

               (e) Property, Liability and Other Insurance. Evidence of such
insurance as Lender may require pursuant to Section 6.10 and the Mortgage.

               (f) Survey. A plan of survey of the Premises prepared for and
certified to Lender, by a registered land surveyor approved by Lender. The
survey shall show the location and width of all easements and encroachments
affecting the Premises, the location of all Improvements, curb-cuts, flood
hazard areas and bodies of water abutting the Premises and all roads and utility
lines abutting the Premises and shall certify whether the roads are publicly
dedicated. The surveys shall comply with the minimum detail requirements for
land title surveys as adopted by the American Land Title Association and
American Congress on Surveying and Mapping, shall be dated currently and shall
be otherwise satisfactory to Lender.

               (g) Separate Tax Lot. Evidence satisfactory to Lender that the
Premises constitutes a separate lot for real estate tax and assessment purposes
(except to the extent the McDonald's Premises is currently also a separate lot
for such purposes), and that the enforcement of any of the rights or remedies of
Lender under the Loan Documents (including, without limitation, the right to
cause the Premises to be sold at judicial or non-judicial sale) shall not be
subject to or conditioned upon obtaining any Governmental Approvals.

               (h) Utility Services. Evidence that adequate utility services are
available at the Premises, including water, sewer, electric and gas.

               (i) Governmental Approvals; Compliance with Laws. Evidence
satisfactory to Lender that all Governmental Approvals have been obtained and
remain in full force and effect, and that the ownership and operation of the
Project is in compliance with all applicable Laws.

               (j) Existing Management Agreement. An executed copy of the
Existing Management Agreement which shall be subject to review and approval by
Lender. The Existing Management Agreement shall provide by its terms or in a
separate document that the Existing Management Agreement shall be terminable
without penalty or premium by Lender or its nominee following the occurrence of
an Event of Default and that all payments under the Existing Management
Agreement are under and subject and subordinate in lien and priority of payment
to the payment of all principal and interest under the Loan.

                                      -32-

<PAGE>

               (k) Organizational Documents of Borrower. Copies of Borrower's
Partnership Agreement and Certificate of Limited Partnership, together with any
amendments thereto, and resolutions or other evidence of authority of
CIF-Halifax Plaza Associates, LLC and Fairport Associates, L.P. authorizing the
transaction contemplated by this Agreement, certified to be true, correct, and
complete by Cedar Operating Partnership, together with a current good standing
certificate for Borrower issued by the State of Delaware and a subsistence
certificate issued by the Commonwealth of Pennsylvania.

               (l) Organizational Documents of CIF-Halifax Plaza Associates,
LLC. Copies of CIF-Halifax Plaza Associates, LLC's Limited Liability Company
Agreement and Certificate of Formation, together with any amendments thereto,
and resolutions or other evidence of authority of Cedar Operating Partnership
authorizing the transactions contemplated by this Agreement, certified to be
true, correct and complete by Cedar Operating Partnership, together with a
current good standing certificate for CIF-Halifax Plaza Associates, LLC issued
by the State of Delaware.

               (m) Organizational Documents of Fairport Associates, L.P. Copies
of Fairport Associates, L.P.'s Partnership Agreement and Certificate of Limited
Partnership, together with any amendments thereto and resolutions or other
evidence of authority of CIF-Fairport Associates, LLC and the limited partners
of Fairport Associates, L.P. authorizing the transactions contemplated by this
Agreement, certified to be true, correct and complete by Cedar Operating
Partnership, together with a current good standing certificate for Fairport
Associates, L.P. issued by the State of Delaware.

               (n) Organizational Documents of CIF-Fairport Associates, LLC.
Copies of CIF-Fairport Associates, LLC's Limited Liability Company Agreement and
Certificate of Formation, together with any amendments thereto, and resolutions
or other evidence of authority of Cedar Operating Partnership authorizing the
transactions contemplated by this Agreement, certified to be true, correct and
complete by Cedar Operating Partnership, together with a current good standing
certificate for CIF-Fairport Associates, LLC issued by the State of Delaware.

               (o) Organizational Documents of Cedar Operating Partnership.
Copies of Cedar Operating Partnership's Partnership Agreement and Certificate of
Limited Partnership, together with any amendments thereto, certified to be true,
correct and complete by Cedar REIT, together with a current good standing
certificate for Cedar Operating Partnership issued by the State of Delaware.

               (p) Organizational Documents of Existing Manager. Copies of
Existing Manager's Operating Agreement and Certificate of Formation, together
with any amendments thereto, and resolutions of the members of Existing Manager
authorizing the execution and performance of the Existing Management Agreement,
certified to be true, correct and complete by Leo S. Ullman or Brenda J. Walker,
together with a current good standing certificate for Existing Manager issued by
the State of New York and a current subsistence certificate for Existing Manager
issued by the Commonwealth of Pennsylvania.

                                      -33-

<PAGE>

               (q) Financial Statements. Financial statements and tax returns
for Guarantors for and as of the end of each of the last three (3) years
preceding the Closing Date.

               (r) Legal Opinion. The favorable opinion of counsel to Borrower
and Guarantors addressed to Lender, in form and substance satisfactory to
Lender, covering such matters as Lender may require.

         7.3. Leases. Lender shall have approved all Existing Leases and each
tenant thereunder shall have executed an Estoppel Certificate and Subordination,
Non-Disturbance and Attornment Agreement in form and substance satisfactory to
Lender (except in the case of the McDonald's Tenant, in which case Borrower
shall have provided information and assurances in form and substance
satisfactory to Lender). All other leases in the Project shall be Approved
Leases.

         7.4. Other Documentary Requirements. Borrower shall have furnished to
Lender such other instruments, documents and opinions as Lender shall require to
evidence and secure the Loan and to comply with the provisions of this Agreement
and the requirements of regulatory authorities to which Lender is subject.

         7.5. Borrower Equity. Borrower shall have furnished to Lender evidence
satisfactory to Lender that Borrower has expended from its own funds (a) at
least twenty percent (20%) of the aggregate purchase price of the Project and
(b) one hundred percent (100%) of all other amounts payable in connection with
the purchase of the Project and the closing of the Loan.

         7.6. Fees, Charges. and Premiums. Borrower shall have paid all premiums
on insurance policies required by the Mortgage, all conveyancing and recording
charges in connection with the closing of the Loan, the Loan Fee, all legal fees
and disbursements of Lender's attorneys in connection with this transaction, and
for any transfer or documentary stamp taxes due under any Federal, State or
municipal Law.

                                   ARTICLE 8
                                EVENTS OF DEFAULT

         8.1. Events of Default. The occurrence of any one or more of the
following shall, at the option of Lender, constitute an event of default (each,
an "Event of Default") hereunder (except for defaults under subsection 8.1(f) or
(g) below, each of which shall automatically and without any action by Lender
constitute an Event of Default hereunder):

               (a) Any representation or warranty or financial statement of
Borrower or Guarantors under this Agreement or under any of the other Loan
Documents shall be untrue in any material adverse respect when made (including
by omission of material information necessary to make such representation or
warranty or financial statement not misleading), as to subsections 5.1(c),
5.1(e), 5.2(f), 5.2(g) and 5.2(h) without giving effect to any qualifications
therein as to its or their knowledge;

                                      -34-

<PAGE>

               (b) Borrower shall have failed to observe and perform any of the
terms, covenants, promises and agreements on its part to be observed and
performed under this Agreement and, except for the events specified in the
following subsections of this Section 8.1 (which shall be subject to the grace
or cure periods, if any, provided therein), such Default shall not have been
cured within thirty (30) days after written notice of such default shall have
been given to Borrower; provided that, if such Default is curable but not
reasonably capable of cure within such thirty (30) day period, Borrower shall
have such further period, not to exceed a period of sixty (60) days in the
aggregate, as may be required to cure such Default, on the condition that
Borrower commences such cure within the original thirty (30) day period and
thereafter diligently prosecutes such cure to completion;

               (c) Borrower shall have failed to make any payment of principal
or interest on the Loan when due, and such Default, other than with respect to
the final payment of principal on the Maturity Date (as to which no cure period
applies), shall not be cured within eight (8) days after such due date;

               (d) An Event of Default shall have occurred under any other Loan
Document;

               (e) Any event of default (after giving effect to any applicable
notice and cure periods) shall have occurred under any document, instrument or
agreement, evidencing, securing, governing or otherwise relating to the loan
dated this date, in the maximum principal amount of $5,440,000, from Lender to
Newport Plaza Associates, L.P., d/b/a Newport Plaza Shopping Center.

               (f) Any event of default (after giving effect to any applicable
notice and cure periods) shall have occurred under any Hedging Contract or other
documents creating Hedging Obligations;

               (g) A petition shall have been filed by Borrower or either
Guarantor under any of the provisions of the United States Bankruptcy Code, as
amended, or any other Federal or state insolvency or similar Law; or such
petition shall have been filed against Borrower or either Guarantor or a
receiver shall have been appointed in a debtor's proceeding for Borrower or
either Guarantor or any part of its property or assets, or for the Premises or
the Improvements, and such petition or receivership shall continue unstayed and
in effect for a period of ninety (90) days;

               (h) Borrower or either Guarantor shall have made an assignment
for the benefit of its creditors;

               (i) There shall have occurred a material adverse change in the
financial condition of Borrower or either Guarantor, as determined by Lender; or

               (j) Any execution shall have been levied against any part of the
Project or against any other property of Borrower and shall continue unstayed
and in effect for a period of sixty (60) days.


                                      -35-
<PAGE>

         8.2. Remedies. Upon the occurrence of any Event of Default beyond any
applicable cure periods, Lender may exercise any or all of the following rights
and remedies as Lender may deem necessary or appropriate:

               (a) Declare immediately due and payable all monies advanced
hereunder which are then unpaid, with all arrearages of interest, and
accordingly accelerate payment thereof;

               (b) Enter upon the Project and take possession thereof, together
with the Improvements (whether in the course of construction or completed), and
all materials, supplies, tools, equipment and construction facilities and
appliances located thereon, and proceed either in the name of Lender or in the
name of Borrower, as Lender shall elect. For this purpose, Borrower agrees that
Lender shall have the right, and hereby irrevocably constitutes and appoints
Lender its true and lawful attorney-in-fact coupled with an interest, with full
power of substitution, (i) to use any funds of Borrower (including any funds
which may be held in a cash collateral account and any funds which remain
unadvanced hereunder, which Borrower for such purpose hereby quitclaims to
Lender) for payment of the Loan, (ii) to pay, settle or compromise all existing
bills and claims which are or may be liens against the Project or may be
necessary or desirable for the clearance of title, (iii) to prosecute and defend
all actions or proceedings in connection with the Project and to take such
action and require such performance as Lender deems necessary, and (iv)
generally to do any and every act with respect to the construction, occupancy
and use of the Project as Borrower may do in its own behalf; and any sums
expended or incurred by Lender for any of the foregoing purposes shall be added
to the indebtedness evidenced by the Note, shall be secured by the Mortgage and
the other Loan Documents and shall be paid by Borrower to Lender on demand with
interest thereon at the Default Rate until paid;

               (c) Exercise all other remedies available to Lender under any of
the Loan Documents (subject to any applicable limitations on liability contained
in the Loan Documents), or available to Lender under applicable Law, it being
the intention of the parties that the remedies provided in this Agreement shall
be in addition to and not in substitution of the rights and remedies which would
otherwise be vested in Lender at law or in equity, all of which rights and
remedies are specifically reserved by Lender, and the failure of Lender to
exercise any remedy herein provided shall not constitute a waiver by Lender nor
preclude the resort to any other appropriate remedy or remedies herein provided
or prevent the subsequent or concurrent resort to any other remedy or remedies
which by law or equity shall be vested in Lender for the recovery of damages or
otherwise in the event of a breach of any of the undertakings of Borrower
hereunder, and any waiver by Lender of any rights or remedies hereunder must, to
be effective, be in writing, and such waiver shall be limited in its effect to
the condition or default specified therein, but no such waiver shall extend to
any subsequent condition or default or impair any right consequent thereon;

               (d) If an Event of Default specified in subsections (f) or (g) of
Section 8.1 shall occur or exist, then, in addition to all other rights and
remedies which Lender may have hereunder or under any other Loan Document, at
law, in equity or otherwise, the unpaid principal amount of the Loan, interest
accrued thereon and all other obligations of Borrower to Lender shall become
immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby waived, and an action therefor shall
immediately accrue, and in addition, Lender may exercise such other remedies as
may be available to Lender under applicable Law;

                                      -36-
<PAGE>

               (e) It is agreed that, in addition to all other rights hereunder
or under Law, Lender shall have the right to institute proceedings in equity or
other appropriate proceedings for the specific performance of any covenant or
agreement made in any of the Loan Documents or for an injunction against the
violation of any of the terms of any of the Loan Documents or in aid of the
exercise of any power granted in any of the Loan Documents or by Law or
otherwise;

               (f) Lender shall have and is hereby granted, as security for all
liabilities of Borrower to Lender, a right of set-off, a lien upon and a
security interest in all property of Borrower now or at any time hereafter in
Lender's possession in any capacity whatsoever, including, without limitation,
any balance or share of (i) any deposit, trust or agency account and (ii) any
proceeds, payments or other amounts which Borrower has received or will receive
with respect to or under any Hedging Contract.

               (g) During the continuance of any Event of Default beyond any
applicable cure periods and for so long as such Event of Default remains
uncured, Lender is appointed as attorney-in-fact of Borrower for the purposes of
carrying out the provisions of this Section 8.2 and taking any action and
executing any instruments which Lender may deem necessary or advisable to
accomplish the purposes hereof, which appointment as attorney-in-fact is
irrevocable and coupled with an interest.

                                    ARTICLE 9
                                  MISCELLANEOUS

         9.1. Notices. Unless otherwise expressly provided under this Agreement
all notices, requests, demands, directions and other communications
(collectively "notices") given to or made upon any party under the provisions of
this Agreement (and unless otherwise specified, in each other Loan Document)
shall be in writing and shall be delivered by hand, nationally recognized
overnight courier or U.S. mail (certified, return receipt requested) to the
respective parties at the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:

                           If to Borrower:

                           Halifax Plaza Associates, L.P.
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention:  Mr. Leo Ullman


                                      -37-

<PAGE>


                           with a copy to:

                           Stuart H. Widowksi, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           If to Lender:

                           Citizens Bank Of Pennsylvania
                           2001 Market Street, 6th Floor
                           Philadelphia, Pennsylvania  19103-7053
                           Attention:  Real Estate Department

                           with a copy to:

                           Pepper Hamilton LLP
                           400 Berwyn Park
                           899 Cassatt Road
                           Berwyn, Pennsylvania  19312
                           Attention:   David H. Huggler, Esq.

All notices shall, except as otherwise expressly provided in this Agreement, be
effective (a) in the case of hand-delivered notice, when hand delivered, (b) if
given by U.S. mail, upon delivery or, if delivery is refused, on date delivery
is first attempted, and (c) if given by any other means (including by air
courier), when delivered.

         9.2. Prior Understandings; Entire Agreement. This Agreement and the
other Loan Documents supersede all prior and contemporaneous understandings and
agreements, whether written or oral, among the parties hereto relating to the
transactions provided for herein and therein except as expressly provided
otherwise. This Agreement and the other Loan Documents represent the entire
agreement between the parties to this Agreement with respect to the transactions
contemplated hereby or thereby and, except as expressly provided herein or in
the other Loan Documents, shall not be affected by reference to any other
documents.

         9.3. Severability. Every provision of this Agreement and each of the
other Loan Documents is intended to be severable, and if any term or provision
of this Agreement or any of the other Loan Documents shall be invalid, illegal
or unenforceable for any reason, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired thereby, and any
invalidity, illegality or unenforceability in any jurisdiction shall not affect
the validity, legality or enforceability of any such term or provision in any
other jurisdiction. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction. this Agreement shall, as
to such jurisdiction, be deemed amended to modify or delete, as necessary, the
offending provision or provisions and to alter the bounds thereof in order to
render it or them valid and enforceable to the maximum extent permitted by
applicable Law, without in any manner affecting the validity or enforceability
of such provision or provisions in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.

         9.4. Descriptive Headings; Governing Law. The descriptive headings of
the several sections of this Agreement are inserted for convenience only and
shall not affect the meaning or construction of any of the provisions of this


                                      -38-
<PAGE>

Agreement. This Agreement and the rights and obligations of the parties under
this Agreement and under the other Loan Documents shall be construed in
accordance with and shall be governed by the laws of the Commonwealth of
Pennsylvania.

         9.5. Publicity. Lender shall have the right, from time to time
hereafter, after reasonable consultation with Borrower, to publicize and
advertise in any manner Lender's extension of the Loan for the benefit of the
Project.

         9.6. Non-Merger of Remedies. The covenants and obligations of Borrower
and the rights and remedies of Lender hereunder and under the other Loan
Documents shall not merge with or be extinguished by the entry of a judgment
hereunder or thereunder, and such covenants, obligations, rights and remedies
shall survive any entry of a judgment until payment in full of the Obligations.
All obligations under the Loan Documents shall continue to apply with respect to
and during the collection of amounts due under the Loan Documents or the proof
and allowability of any claim arising under this Agreement or any other Loan
Document, whether in bankruptcy or receivership proceedings or otherwise, and in
any workout, restructuring or in connection with the protection, preservation,
exercise or enforcement of any of the terms of this Agreement or of any rights
under this Agreement or under any other Loan Document or in connection with any
foreclosure, collection or bankruptcy proceedings. Without limiting the
generality of the foregoing, the post-judgment interest rate shall be the
applicable Default Rate.

         9.7. No Implied Waiver; Cumulative Remedies. No course of dealing and
no delay or failure of Lender in exercising any right, power or privilege under
this Agreement or any other Loan Document shall affect any other or future
exercise thereof or exercise of any other right, power or privilege; nor shall
any single or partial exercise of any such right, power or privilege or any
abandonment or discontinuance of steps to enforce such a right, power or
privilege preclude any further exercise thereof or of any other right, power or
privilege. The rights and remedies of Lender under this Agreement and any other
Loan Document are cumulative and not exclusive of any rights or remedies which
Lender would otherwise have hereunder or thereunder, at law, in equity or
otherwise. Any waiver of a specific default shall be effective only as to such
specific default and shall not apply to any subsequent default.

         9.8. Amendments. Any term, covenant, agreement or condition of any Loan
Document to which Lender is party may be amended, and any right under the Loan
Documents may be waived, if, but only if, such amendment or waiver is in writing
and is signed by Lender.

         9.9. Successors and Assigns.

               (a) Assignments by Borrower. Without the prior written consent of
Lender, Borrower may not assign any of its rights or delegate any of its duties
or obligations under this Agreement or any other Loan Document.

               (b) Participations by Lender. Lender may sell participations to
one or more Eligible Institutions of all or a portion of its rights and
obligations under this Agreement; provided, however, that (i) Lender's
obligations under this Agreement shall remain unchanged, (ii) Lender shall
remain solely responsible to Borrower for the performance of its obligations


                                      -39-

<PAGE>

under this Agreement, (iii) all amounts payable by Borrower under this Agreement
shall be determined as if Lender had not sold such participation and no
participant shall be entitled to receive any greater amount pursuant to this
Agreement than Lender would have been entitled to receive in respect of the
amount of the participation transferred by Lender to such participant had no
such transfer occurred, (iv) such participant shall agree to be bound by the
provisions of this Agreement and the other Loan Documents, and (v) Borrower
shall continue to deal solely and directly with Lender in connection with
Lender's rights and obligations under this Agreement, and Lender shall retain
the sole rights and responsibility vis-a-vis Borrower to enforce the obligations
of Borrower relating to the Loan including the right to approve any amendment,
modification or waiver of any provision of this Agreement.

               (c) Assignments by Lender. Lender shall have the unrestricted
right at any time or from time to time, and without Borrower's or Guarantors'
consent, to assign all or any portion of its rights and obligations under the
Loan to one or more banks or other financial institutions (each, an "Assignee"),
and Borrower and Guarantors agree that they shall execute, or cause to be
executed, such documents, instruments and agreements executed in connection
herewith as Lender shall deem necessary to effect the foregoing. In addition, at
the request of Lender and any such Assignee, Borrower shall issue one or more
new promissory notes, as applicable, to any such Assignee and, if Lender has
retained any of its rights and obligations hereunder following such assignment,
to Lender which new promissory notes shall be issued in replacement of, but not
in discharge of, the liability evidenced by the promissory note held by Lender
prior to such assignment and shall reflect the amount of the respective
commitments and loans held by such Assignee and Lender after giving effect to
such assignment; provided, however, that only one set of notes shall be
outstanding at one time. Upon the execution and delivery of appropriate
assignment documentation, amendments and any other documentation required by
Lender in connection with such assignment, and the payment by Assignee of the
purchase price agreed to by Lender and such Assignee, such Assignee shall be a
party to this Agreement and shall have all of the rights and obligations of
Lender hereunder (and under any and all other guaranties, documents, instruments
and agreements executed in connection herewith) to the extent that such rights
and obligations have been assigned by Lender pursuant to the assignment
documentation between Lender and such Assignee, and Lender shall be released
from its obligation hereunder and thereunder to a corresponding extent. Borrower
shall furnish any information concerning Borrower in its possession from time to
time to prospective Assignees, provided that Lender shall require any such
prospective Assignees to agree in writing to maintain the confidentiality of
such information.

               (d) Confidential Information. Borrower acknowledges that
participations and assignments by Lender may require that certain confidential
information be released to third parties for the purpose of evaluation of the
Loan. Lender shall use reasonable efforts to limit the distribution of such
confidential information to such third parties and their respective employees
and agents. Borrower acknowledges that Lender will not responsible to Borrower
or Guarantors for the actions of third parties because of their disclosure or
misuse of the information given to them. Participants and assignees shall be
bound by this Section 9.9(d).

         9.10. Counterparts; Photocopied or Telecopied Signature Pages. Any Loan
Document (other than the Note) may be executed in one or more counterparts, each
of which shall constitute an original, but all of which together shall
constitute one and the same instrument. Delivery of a photocopy or telecopy of
an executed counterpart of a signature page to any Loan Document shall be as
effective as delivery of a manually executed counterpart of such Loan Document.


                                     -40-
<PAGE>


         9.11. Indemnification.

               (a) Borrower shall, upon demand, pay or reimburse Lender for, and
indemnify and save Lender and its respective Affiliates, officers, directors,
employees, agents, attorneys, shareholders and consultants (collectively,
"Indemnitees") harmless from and against, any and all losses, liabilities,
claims, damages (excluding consequential damages), expenses, obligations,
penalties, actions, judgments, suits, costs or disbursements of any kind or
nature whatsoever (including the reasonable fees and disbursements of counsel
for such Indemnitee in connection with any investigative, administrative or
judicial proceeding commenced or threatened, whether or not such Indemnitee
shall be designated a party thereto) that may at any time be imposed on,
asserted against or incurred by such Indemnitee as a result of, or arising out
of, or in any way related to or by any other Loan Document, or any transaction
actually or proposed to be financed in whole or in part or directly or
indirectly with the proceeds of the Loan, any transaction contemplated by the
Loan Documents but excluding any such losses, liabilities, claims, damages,
expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements that Borrower proves were the result of the gross negligence or
willful misconduct of such Indemnitee(s) or arose solely out of disputes between
or among Indemnitee(s), as finally determined by a court of competent
jurisdiction. If and to the extent that the foregoing obligations of Borrower
under this subsection (a), or any other indemnification obligation of Borrower
hereunder or under any other Loan Document are unenforceable for any reason,
Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under applicable Law.

               (b) The indemnities contained herein shall survive repayment of
the Obligations and satisfaction, release, and discharge of the Loan Documents,
whether through full payment of the Loan, foreclosure, deed in lieu of
foreclosure or otherwise until the expiration of all applicable statutes of
limitation and repose.

               (c) The foregoing amounts are in addition to any other amounts
which may be due and payable to Lender under this Agreement.

         9.12. Expenses. Borrower agrees to pay promptly or cause to be paid
promptly and to hold harmless:

               (a) Lender against liability for the payment of all reasonable
out-of-pocket and all extraordinary costs and expenses (including but not
limited to reasonable fees and expenses of counsel, including local counsel,
auditors, consulting engineers, appraisers, and all other professional,
accounting, evaluation and consulting costs) incurred by it from time to time
arising from or relating to (i) the negotiation, preparation, execution and
delivery of this Agreement and the other Loan Documents, (ii) the administration
and performance of this Agreement and the other Loan Documents, and (iii) any
requested amendments, modifications, supplements, waivers or consents (whether
or not ultimately entered into or granted) to this Agreement or any other Loan
Document;

                                      -41-

<PAGE>

               (b) Lender against liability for the payment of all reasonable
out-of-pocket costs and expenses (including but not limited to reasonable fees
and expenses of counsel, including local counsel, auditors, consulting
engineers, appraisers, and all other professional, accounting, evaluation and
consulting costs) incurred by it from time to time arising from or relating to
the enforcement or preservation of rights under, or administration of, this
Agreement or any other Loan Document (including but not limited to any such
costs or expenses arising from or relating to (i) collection or enforcement of
the Loan or other Obligation, and (ii) any litigation, proceeding, dispute,
work-out, restructuring or rescheduling related in any way to this Agreement or
the other Loan Documents); and

               (c) Lender against liability for all stamp, document, transfer,
recording, filing, registration, search, sales and excise fees and taxes (other
than Lender's income taxes) and all similar impositions now or hereafter
determined by Lender to be payable in connection with this Agreement or any
other Loan Documents.

         9.13. Certain Waivers by Borrower. Borrower hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations (other than notices required to be given by Lender pursuant to the
terms of this Agreement or any other Loan Document) and any requirement that
Lender exhaust any right or take any action against any other Person or any
collateral or other direct or indirect security for any of the Obligations.
Without limiting the generality of the foregoing, Borrower acknowledges and
agrees that Lender may commence an action against Borrower whether or not any
action is brought against any collateral and it shall be no defense to any
action brought against Borrower that Lender has failed to bring an action
against any collateral.

         9.14. Set-Off. Borrower hereby grants to Lender a continuing lien,
security interest and right of setoff as security for all liabilities and
obligations to Lender whether now existing or hereafter arising, upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Lender and its successors and
assigns or in transit to any of them. At any time after an Event of Default,
without demand or notice (any such notice being expressly waived by Borrower),
Lender may setoff the same or any part thereof and apply the same to any
liability or obligation of Borrower even though unmatured and regardless of the
adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO
REQUIRE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

         9.15. Certain Borrower Acknowledgments. Borrower hereby acknowledges
that Lender has no fiduciary relationship with, or any fiduciary duty to
Borrower arising out of or in connection with this Agreement or any of the other
Loan Documents and the relationship between Lender, on the one hand, and
Borrower, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor.


                                      -42-
<PAGE>

         9.16. Consent to Jurisdiction, Service and Venue; Waiver of Jury Trial.

               (a) Consent to Jurisdiction. For the purpose of enforcing payment
and performance of the Loan Documents, including, any payment under the Note and
performance of other obligations under the Loan Documents, or in any other
matter relating to, or arising out of the Loan Documents, Borrower hereby
consents to the jurisdiction and venue of the courts of the Commonwealth of
Pennsylvania or of any federal court located in such state. Borrower hereby
waives the right to contest the jurisdiction and venue of the courts located in
the Commonwealth of Pennsylvania on the ground of inconvenience or otherwise
and, further, waives any right to bring any action or proceeding against Lender
in any court outside the Commonwealth of Pennsylvania. For the purpose of
enforcing the performance of obligations by Lender under the Loan Documents, or
in any other matter relating to, or arising out of the Loan Documents, Lender
hereby consents to the jurisdiction and venue of the courts of the Commonwealth
of Pennsylvania or of any federal court located in such state, waives personal
service of any and all process upon it and consents that all such service of
process may be made by certified or registered mail directed to Lender at the
address provided for in Section 9.1 and service so made shall be deemed to be
completed upon actual receipt or execution of a receipt by any Person at such
address. The provisions of this Section 9.16 shall not limit or otherwise affect
the right of Lender to institute and conduct an action in any other appropriate
manner, jurisdiction or court.

               (b) WAIVER OF JURY TRIAL; DAMAGES. BORROWER AND LENDER (BY
ACCEPTANCE OF THIS AGREEMENT) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF LENDER RELATING TO THE
ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY
LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER
TO ACCEPT THIS AGREEMENT AND MAKE THE LOAN. EACH PARTY TO THIS AGREEMENT (I)
CERTIFIES THAT NEITHER LENDER NOR ANY REPRESENTATIVE, OR ATTORNEY OF LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT BY,

                                      -43-

<PAGE>

AMONG OTHER THINGS. THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SUBSECTION (B)
OF SECTION 9.16. THE PROVISIONS OF THIS SECTION 9.16 HAVE BEEN FULLY DISCLOSED
TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY
HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS
OF THIS SECTION 9.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

         9.17. No Third Party Beneficiaries. The parties hereto do not intend
the benefits of this Agreement to inure to any third party. Notwithstanding
anything contained herein or in the Note, Mortgage, or any other document
executed in connection with this transaction, or any conduct or course of
conduct by any of the parties hereto, or their respective affiliated companies,
agents or employees, before or after signing this Agreement or any of the other
aforesaid documents, this Agreement shall not be construed as creating any
rights, claims, or causes of action against Lender, or any of its officers,
agents or employees, in favor of any Person other than Borrower.

         9.18. Replacement of Note. Upon receipt of an affidavit of an officer
of Lender as to the loss, theft, destruction or mutilation of the Note, or any
security document which is not of public record, and, in the case of any such
loss, theft, destruction or mutilation, upon cancellation of such Note or
security document in connection with such replacement, Borrower will issue, in
lieu thereof, a replacement Note or security document in the same principal
amount thereof and otherwise of like tenor.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -44-

<PAGE>


         IN WITNESS WHEREOF. the parties hereto, by their officers thereunto
duly authorized, have executed and delivered this Agreement as of the date first
above written.

                                     HALIFAX PLAZA ASSOCIATES, L.P., a Delaware
                                     limited partnership, by its sole general
                                     partner, as follows:

                                         CIF-Halifax Plaza Associates, LLC, a
                                         Delaware limited liability company,
                                         by its sole member, as follows:

                                           Cedar Income Fund Partnership, L.P.,
                                           a Delaware limited partnership, by
                                           its sole general partner, as follows:

                                                Cedar Income Fund, Ltd., a
                                                Maryland corporation

Attest:________________________                 By:_____________________________
       Stuart H. Widowski                          Brenda J. Walker
       Secretary                                   Vice President


                                     CITIZENS BANK OF PENNSYLVANIA


                                     By:________________________________
                                        Robert L. Schopf
                                        Vice President


<PAGE>


                                    Exhibit A
                                    ---------

                          Legal Description of Premises
                          -----------------------------




<PAGE>



                                    Exhibit B
                                    ---------

                                 Existing Leases
                                 ---------------



<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                                                                                                     <C>
Article 1 DEFINITIONS; CONSTRUCTION...............................................................................1

   1.1.  CERTAIN DEFINITIONS......................................................................................1
   1.2.  CONSTRUCTION.............................................................................................8
   1.3.  ACCOUNTING PRINCIPLES....................................................................................9

Article 2 THE LOAN................................................................................................9

   2.1.  COMMITMENT TO LEND.......................................................................................9
   2.2.  PROMISSORY NOTE..........................................................................................9
   2.3.  LOAN DOCUMENTS...........................................................................................9
   2.4.  ADDITIONAL SECURITY.....................................................................................11
   2.5.  RELEASE OF SECURITY.....................................................................................11

Article 3 INTEREST RATE PROVISIONS...............................................................................12

   3.1.  INTEREST RATES..........................................................................................12
   3.2.  COMPUTATION OF INTEREST.................................................................................12
   3.3.  LIBOR RATE LENDING UNLAWFUL.............................................................................13
   3.4.  LIBOR RATE LENDING IMPRACTICAL..........................................................................13
   3.5.  INCREASED COSTS DUE TO BORROWER.........................................................................13
   3.6.  INCREASED COSTS DUE TO CHANGE IN LAW....................................................................14
   3.7.  INCREASED CAPITAL COSTS OF LENDER.......................................................................14
   3.8.  TAXES...................................................................................................15

Article 4 LOAN PAYMENT PROVISIONS; MATURITY DATE.................................................................16

   4.1.  INTEREST AND PRINCIPAL PAYMENTS; MATURITY DATE..........................................................16
   4.2.  PREPAYMENTS.............................................................................................16
   4.3.  LATE PAYMENT CHARGE.....................................................................................17
   4.4.  PAYMENTS BY BORROWER IN GENERAL.........................................................................17

Article 5 REPRESENTATIONS AND WARRANTIES.........................................................................18

   5.1.  RELATING TO BORROWER AND ITS AFFILIATES.................................................................18
   5.2.  RELATING TO THE PROJECT.................................................................................21
   5.3.  SURVIVAL OF REPRESENTATIONS.............................................................................23

Article 6 COVENANTS..............................................................................................23

   6.1.  FINANCIAL STATEMENTS; TAX RETURNS.......................................................................23
   6.2.  FINANCIAL COVENANTS.....................................................................................24
   6.3.  DEBT SERVICE COVERAGE DETERMINATIONS....................................................................25
   6.4.  REPORTS.................................................................................................26
   6.5.  MAINTENANCE OF EXISTENCE; COMPOSITION; BUSINESS.........................................................26
   6.6.  TRANSFER OF PROJECT.....................................................................................27
   6.7.  BORROWER INDEBTEDNESS...................................................................................27
   6.8.  LEASES..................................................................................................28
   6.9.  MANAGEMENT AGREEMENTS...................................................................................29
   6.10. PROPERTY, LIABILITY AND OTHER INSURANCE.................................................................29
   6.11. APPRAISALS..............................................................................................30

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>       <C>                                                                                                   <C>
   6.12.  ENVIRONMENTAL REPORTS..................................................................................30
   6.13.  BANK ACCOUNTS..........................................................................................30
   6.14.  REGULATION U...........................................................................................31
   6.15.  BROKER'S FEES..........................................................................................31
   6.16.  LENDER'S COSTS.........................................................................................31
   6.17.  LOAN FEE...............................................................................................31

Article 7 CONDITIONS PRECEDENT TO LOAN ADVANCE...................................................................31

   7.1.  DELIVERY OF LOAN DOCUMENTS..............................................................................31
   7.2.  DELIVERY OF OTHER DOCUMENTS.............................................................................31
   7.3.  LEASES..................................................................................................34
   7.4.  OTHER DOCUMENTARY REQUIREMENTS..........................................................................34
   7.5.  BORROWER EQUITY.........................................................................................34
   7.6.  FEES, CHARGES. AND PREMIUMS.............................................................................34

Article 8 EVENTS OF DEFAULT......................................................................................34

   8.1.  EVENTS OF DEFAULT.......................................................................................34
   8.2.  REMEDIES................................................................................................36

Article 9 MISCELLANEOUS..........................................................................................37

   9.1.  NOTICES.................................................................................................37
   9.2.  PRIOR UNDERSTANDINGS; ENTIRE AGREEMENT..................................................................38
   9.3.  SEVERABILITY............................................................................................38
   9.4.  DESCRIPTIVE HEADINGS; GOVERNING LAW.....................................................................38
   9.5.  PUBLICITY...............................................................................................39
   9.6.  NON-MERGER OF REMEDIES..................................................................................39
   9.7.  NO IMPLIED WAIVER; CUMULATIVE REMEDIES..................................................................39
   9.8.  AMENDMENTS..............................................................................................39
   9.9.  SUCCESSORS AND ASSIGNS..................................................................................39
   9.10. COUNTERPARTS; PHOTOCOPIED OR TELECOPIED SIGNATURE PAGES.................................................40
   9.11. INDEMNIFICATION.........................................................................................41
   9.12. EXPENSES................................................................................................41
   9.13. CERTAIN WAIVERS BY BORROWER.............................................................................42
   9.14. SET-OFF.................................................................................................42
   9.15. CERTAIN BORROWER ACKNOWLEDGMENTS........................................................................42
   9.16. CONSENT TO JURISDICTION, SERVICE AND VENUE; WAIVER OF JURY TRIAL........................................43
   9.17. NO THIRD PARTY BENEFICIARIES............................................................................44
   9.18. REPLACEMENT OF NOTE.....................................................................................44

</TABLE>





<PAGE>


================================================================================


                                 LOAN AGREEMENT

                          Dated ________________, 2003

                                 by and between

                   HALIFAX PLAZA ASSOCIATES, L.P., as Borrower

                                       and

                    CITIZENS BANK OF PENNSYLVANIA, as Lender


================================================================================

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>36
<FILENAME>ex10-34.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>
<PAGE>
                                 PROMISSORY NOTE
                                 ---------------

$4,265,000                                              Harrisburg, Pennsylvania

                                                          ________________, 2003
                                       To be delivered on ________________, 2003

         FOR VALUE RECEIVED, the undersigned, HALIFAX PLAZA ASSOCIATES, L.P., a
Delaware limited partnership, with an office in care of Cedar Bay Realty
Advisors, Inc., 44 South Bayles Avenue, Suite 304, Port Washington, New York
11050 ("Maker"), promises to pay to the order of CITIZENS BANK OF PENNSYLVANIA,
a Pennsylvania state chartered savings bank, with an office at 2001 Market
Street, 6th Floor, Philadelphia, Pennsylvania 19103-7053, or any successor
holder of this Note ("Payee"), the principal sum of FOUR MILLION TWO HUNDRED
SIXTY FIVE THOUSAND DOLLARS ($4,265,000), or so much thereof as has been
advanced to Maker pursuant to the Loan Agreement (as hereinafter defined),
together with interest at the rates and at the times specified in the Loan
Agreement.

         1. Loan Documents. This Note is issued pursuant to that certain Loan
Agreement dated this date (as amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement"), between Maker and Payee, to
which Loan Agreement reference is hereby made for a statement of all of the
terms and conditions under which the Loan is being made, and is entitled to the
benefit and security of the Loan Documents. Capitalized terms used in this Note
without definition shall have the same meanings ascribed to those terms in the
Loan Agreement.

         2. Principal and Interest. The principal amount of the indebtedness
evidenced hereby shall be payable in the amounts and on the dates specified in
the Loan Agreement. Interest thereon shall be paid until such principal amounts
are paid in full at such interest rates and at such times as are specified in
the Loan Agreement.

         3. Payments. Payments of both principal and interest shall be made
without set-off, counterclaim or other deduction of any nature at the office of
Payee located at 2001 Market Street, 6th Floor, Philadelphia, Pennsylvania
19103-7053, in immediately available funds and otherwise in accordance with the
requirements of the Loan Agreement.

         4. Event of Default; Acceleration. Upon and after the occurrence of an
Event of Default, this Note may, as provided in the Loan Agreement, and without
demand, notice or legal process of any kind (except as may be expressly provided
in the Loan Documents), be declared, and immediately shall become, due and
payable.

         5. Remedies. Upon and after the occurrence of an Event of Default,
Maker's payment and performance obligations hereunder and under the Loan
Documents may be enforced and recovered in whole or in part at any time and from
time to time by one or more of the remedies provided to Payee in the Loan
Agreement or in any other Loan Document or as otherwise provided at law or in
equity, all of which remedies are cumulative and concurrent.

         6. Waivers. Maker waives diligence, demand, presentment, protest and
notice of nonpayment, protest and any renewals or extensions of this Note.

<PAGE>


         7. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

         8. Amendments. This Note may only be amended by an instrument in
writing signed by both Maker and Payee.

         9. Captions. The captions or headings of the paragraphs of this Note
are for convenience only and shall not control or affect the meaning or
construction of any of the terms or provisions of this Note.

         10. CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A
WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST MAKER. IN GRANTING THIS WARRANT
OF ATTORNEY, MAKER HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND ON THE
ADVICE OF ITS SEPARATE COUNSEL, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS WITH
RESPECT TO SUCH WARRANT AND ANY EXECUTION THEREON THAT MAKER MAY HAVE TO PRIOR
NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE CONSTITUTION AND LAWS OF THE
UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

         UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER, MAKER HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF RECORD, OR THE PROTHONOTARY
OR CLERK OF ANY COURT IN THE COMMON WEALTH OF PENNSYLVANIA OR ELSEWHERE, TO
APPEAR FOR MAKER AT ANY TIME OR TIMES, IN ANY SUCH COURT IN ANY ACTION BROUGHT
AGAINST MAKER WITH RESPECT TO THE AGGREGATE AMOUNTS PAYABLE HEREUNDER, WITH OR
WITHOUT DECLARATION FILED, AS OF ANY TERM, AND THEREIN TO CONFESS OR ENTER
JUDGMENT AGAINST MAKER FOR ALL SUMS PAYABLE BY MAKER TO PAYEE HEREUNDER, AS
EVIDENCED BY AN AFFIDAVIT SIGNED BY A DULY AUTHORIZED DESIGNEE OF PAYEE SETTING
FORTH SUCH AMOUNT THEN DUE FROM MAKER TO PAYEE, PLUS REASONABLE ATTORNEYS FEES,
WITH COSTS OF SUIT, RELEASE OF PROCEDURAL ERRORS. IF A COPY OF THIS NOTE,
VERIFIED BY AFFIDAVIT, SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE
NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY. MAKER WAIVES THE RIGHT
TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER
IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO BRING ANY
ACTION OR CONFESS JUDGMENT THEREIN SHALL BE DEEMED TO EXHAUST THE POWER, BUT THE
POWER SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS
OFTEN AS PAYEE SHALL ELECT UNTIL ALL AMOUNTS PAYABLE TO PAYEE HEREUNDER SHALL
HAVE BEEN PAID IN FULL.

         11. WAIVER OF JURY TRIAL. MAKER AND PAYEE (BY ACCEPTANCE OF THIS NOTE)
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE


                                      -2-
<PAGE>


EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF PAYEE RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF
THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, MAKER HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. MAKER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF PAYEE HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT PAYEE WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR PAYEE TO ACCEPT THIS NOTE AND MAKE THE LOAN.

         12. Successors and Assigns. This Note shall bind Maker and its
successors and assigns and the benefits hereof shall inure to the benefit of
Payee and its successors and assigns.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -3-
<PAGE>


         IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker has
caused this Note to be duly executed as of the day and year first above written.

                            HALIFAX PLAZA ASSOCIATES, L.P., a Delaware
                            limited partnership, by its sole general partner, as
                            follows:

                                   CIF-Halifax Plaza Associates, LLC, a
                                   Delaware limited liability company, by its
                                   sole member, as follows:

                                        Cedar Income Fund Partnership,
                                        L.P., a  Delaware limited partnership,
                                        by its sole general partner, as follows:

                                                  Cedar Income Fund, Ltd., a
                                                  Maryland corporation

Attest:                                           By:
       ----------------------------                  ----------------------
         Stuart H. Widowski                          Brenda J. Walker
         Secretary                                   Vice President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>37
<FILENAME>ex10-35.txt
<DESCRIPTION>EXHIBIT 10.35
<TEXT>
<PAGE>

                    OPEN-END MORTGAGE AND SECURITY AGREEMENT
                    ----------------------------------------
                     (THIS MORTGAGE SECURES FUTURE ADVANCES)


         THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT (the "Mortgage") is made
this ____ day of _____________, 2003, to be delivered on ____________, 2003,
between HALIFAX PLAZA ASSOCIATES, L.P., a Delaware limited partnership
("Mortgagor"), with an office in care of Cedar Bay Realty Advisors, Inc., 44
South Bayles Avenue, Suite 304, Port Washington, New York 11050, and CITIZENS
BANK OF PENNSYLVANIA, a Pennsylvania state chartered savings bank ("Mortgagee"),
with an office at 2001 Market Street, 6th Floor, Philadelphia, Pennsylvania
19103-7053.

                                   Background

         Mortgagor is indebted to Mortgagee in the principal amount of up to
Four Million Two Hundred Sixty Five Thousand Dollars ($4,265,000) (the "Loan"),
advanced or to be advanced in accordance with a Loan Agreement dated this date
between Mortgagor and Mortgagee (as the same may be amended, modified or
supplemented from time to time, the "Loan Agreement"), as evidenced by, and to
be repaid with interest thereon in accordance with, a Promissory Note (as the
same may be extended, renewed, refinanced, refunded, amended, modified or
supplemented from time to time, and any replacement or successor note, the
"Note") dated this date executed by Mortgagor and made payable to the order of
Mortgagee in the stated principal amount of Four Million Two Hundred Sixty Five
Thousand Dollars ($4,265,000).

         The payment of all of the sums due under the Note, this Mortgage and
the other Loan Documents (including, without limitation, all Obligations) and
the performance of all of the agreements, conditions, covenants, provisions, and
stipulations therein are referred to collectively herein as the "Obligations
Secured".

                                      Grant

         In consideration of the indebtedness, and as security for the payment
and performance of the Obligations Secured, including but not limited to a
maximum principal indebtedness outstanding at any time of Four Million Two
Hundred Sixty Five Thousand Dollars ($4,265,000) plus accrued and unpaid
interest thereon and the unpaid balances of advances made by Mortgagee for the
payment of taxes, assessments, maintenance charges and insurance premiums with
respect to the Mortgaged Property (as hereinafter defined), expenses incurred by
Mortgagee for the protection of the Mortgaged Property or the lien of this
Mortgage and expenses incurred by Mortgagee by reason of default by Mortgagor
and any advances made by Mortgagee to enable completion of the Improvements,
Mortgagor has granted, conveyed, bargained, sold, aliened, enfeoffed, released,
confirmed, mortgaged, warranted, and created a security interest in and by these
presents does hereby grant, convey, bargain, sell, alien, enfeoff, release,
confirm, mortgage and warrant unto Mortgagee, and create a security interest in
favor of Mortgagee, in and to Mortgagor's fee simple interest in that certain
real estate known as Halifax Plaza located at 3761-3777 Peter's Mountain Road in
Halifax Township, Dauphin County, Pennsylvania, as more particularly described
in Exhibit "A" attached hereto and made a part hereof (the "Premises"),

         TOGETHER WITH all of Mortgagor's right, title and interest now owned or
hereafter acquired in and to:

<PAGE>


               (a) Any and all improvements now or hereafter located on the
Premises, including buildings containing a total of approximately 54,150
leasable square feet ("Buildings") and related improvements (all such
improvements, collectively, the "Improvements").

               (b) Any and all buildings, streets, alleys, passages, ways,
waters, watercourses, rights, liberties, privileges, improvements, hereditaments
and appurtenances mortgaged, or in any way appertaining thereto, and all
easements and covenants now existing or hereafter created for the benefit of
Mortgagor or any subsequent owner or tenant of the Premises and all rights to
enforce the maintenance thereof, and all other rights, liberties and privileges
of whatsoever kind or character, and the reversions and remainders, income,
rents, issues and profits arising therefrom, and all the estate, right, title,
interest, property, possession, claim and demand whatsoever, at law or in
equity, of Mortgagor in and to the Premises or any part thereof.

               (c) All fixtures, appliances, machinery, furniture and equipment
of any nature whatsoever, and other articles of personal property, owned by
Mortgagor, now or at any time hereafter installed in, attached to or situated in
or upon the Premises or any buildings and improvements now or hereafter erected
thereon, or used or intended to be used in connection with the Premises, or in
the operation of any buildings and improvements now or hereafter erected
thereon, or in the operation or maintenance of any such building or improvement,
plant or business situate thereon, whether or not the personal property is or
shall be affixed thereto (including, but not limited to, chests, chairs, desks,
lamps mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains,
shades, venetian blinds, screens, paintings, hangings, pictures, divans,
couches, sofas, keys or any entry systems, bars, bar fixtures, liquor and other
drink dispensers, icemakers, radios, television sets, intercom and paging
equipment, electric and electronic equipment, dictating equipment, private
telephone systems, medical equipment, potted plants, fitness center equipment,
heating, lighting and plumbing fixtures, fire prevention and extinguishing
apparatus, heating, cooling and air-conditioning systems, elevators, escalator,
fittings, plants, apparatus, stoves, ranges, refrigerators, machinery, engines,
dynamos, motors, boilers, incinerators, switchboards, conduits, compressors,
vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call
systems, brackets, electrical signs, bulbs, bells, conveyors, cabinets, lockers,
shelving equipment, and all fixtures and appurtenances thereto, and such other
goods and chattels and personal property owned by Mortgagor as are now or
hereafter used or furnished in operating the buildings and improvements, or the
activities conducted therein, and all building materials and equipment hereafter
situated on or about the Premises or buildings and improvements now or hereafter
located thereon, and all warranties and guaranties relating thereto), and all
renewals or replacements thereof or articles in substitution therefor, whether
or not the same are or shall be attached to said building or buildings in any
manner; excluding any improvements, materials, movable fixtures and personal
property affixed to or within the Premises which are owned by tenants of space
under occupancy leases and their respective assignees and/or sublessees, unless
such improvements, buildings and materials become Mortgagor's property as a
result of a termination of such occupancy lease, in which event the aforesaid
shall be subject to the lien hereof.

               (d) All awards and other compensation heretofore and hereafter to
be made to Mortgagor for any taking by eminent domain, either permanent or
temporary, of all or any part of the Premises and any buildings and improvements
now or hereafter located thereon or any easement or appurtenance thereof,
including severance and consequential damage and change in grade of streets.


                                      -2-
<PAGE>

               (e) All revenues, rents, issues, profits, royalties, income,
reversions and remainders derived from or in connection with the Premises or any
buildings and improvements now or hereafter erected thereon.

               (f) All payments, proceeds, settlements or other compensation
heretofore or hereafter made, including any interest thereon, and the right to
receive the same, from any and all insurance policies covering the Premises or
any buildings or improvements now or hereafter erected thereon, or any portion
thereof.

               (g) All of the right, title and interest of Mortgagor in and to
all leases or subleases now existing or hereafter arising covering all or any
portion of the Premises or any buildings or improvements now or hereafter
erected thereon, and all right, title and interest of Mortgagor thereunder,
including, without limitation, all cash or security deposits, advance rentals,
and deposits or payments of similar nature, and all rents, royalties, issues,
profits, bonus money, revenue, income, rights and other benefits, all
receivables, customer obligations, installment payment obligations and other
obligations now existing or hereafter arising or created out of the sale, lease,
sublease, licenses, concession or other grant of the right of the use and
occupancy of property or rendering of services by Mortgagor or any operator or
manager of any commercial space located in the buildings and improvements or
acquired from others, and proceeds, if any, from business interruption or other
loss of income insurance of the Premises or the buildings and improvements now
or thereafter located thereon, now or hereafter arising from the use or
enjoyment of all or any portion thereof or from any present or future lease or
other agreement pertaining thereto or arising from any of the leases.

               (h) All trade names, including, without limitation, "Halifax
Plaza".

               (i) All of the right, title and interest of Mortgagor in and to
any Hedging Contracts.

         All of the above-mentioned Premises, buildings, improvements, fixtures,
machinery, equipment, tenements, hereditaments and appurtenances, and other
property interests are collectively referred to herein as the "Mortgaged
Property".

         TO HAVE AND TO HOLD the Mortgaged Property hereby granted or mentioned
or intended, as hereinabove provided, so to be unto Mortgagee, its successors
and assigns, to its or their own use forever.

         PROVIDED ALWAYS that if Mortgagor shall promptly pay and perform all of
the Obligations Secured, then the estate hereby granted shall cease, terminate
and become void, and Mortgagee shall execute and deliver to Mortgagor
instruments of release or satisfaction in form and substance sufficient to
record in the public land records to release or satisfy all such liens of
record, but otherwise shall remain in full force and effect.

         THIS IS AN OPEN-END MORTGAGE AND SECURITY AGREEMENT and secures, inter
alia, present and any future advances made by Mortgagee pursuant to the Loan
Documents. The priority of any such future advances shall relate back to the
date of this Mortgage, or to such later date as required by applicable law. This
Mortgage also secures advances made by Mortgagee with respect to the Mortgaged
Property for the payment of taxes, assessments, maintenance charges, and
insurance premiums, costs incurred by Mortgagee for the protection of the
Mortgaged Property or the lien of this Mortgage, and expenses incurred by

                                      -3-

<PAGE>

Mortgagee by reason of the occurrence of an Event of Default and the priority of
such advances, costs and expenses shall also relate back to the date of this
Mortgage, or to such later date as required by applicable law.

                                   ARTICLE I
                                  DEFINITIONS

         Capitalized terms used herein without definition shall have the same
meanings ascribed to those terms in the Loan Agreement.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         Mortgagor represents and warrants to Mortgagee that:

         2.1. Warranty of Title. (a) Mortgagor owns and possesses good and
marketable fee simple title to the Premises and Improvements, subject to no
lien, charge or encumbrance other than those reflected as title exceptions not
removed from the marked-up Commitment for Title Insurance, File No. D359771CP,
issued by Commonwealth Land Title Insurance Company to Mortgagee insuring the
lien of this Mortgage; (b) Mortgagor owns and possesses outright ownership in
the balance of the Mortgaged Property, subject to no lien, charge or encumbrance
except for the lien on and security interest therein granted by Mortgagor to
Mortgagee pursuant to this Mortgage; (c) this Mortgage is a valid and
enforceable first lien on the Mortgaged Property subject only to the aforesaid
title objections; (d) Mortgagee shall, subject to Mortgagor's right of
possession prior to default and the aforesaid title objections, including the
rights of tenants, quietly enjoy and possess the Mortgaged Property, and
Mortgagor shall preserve such title and the validity and priority of the lien
hereof and shall forever warrant and defend the same to Mortgagee against all
claims and demands of all persons and parties whomsoever.

         2.2. Organization. Mortgagor is a duly organized and validly existing
Delaware limited partnership and is subsisting in the Commonwealth of
Pennsylvania.

         2.3. Power and Authority. Mortgagor has the requisite power and
authority to execute all documents evidencing and securing the Obligations
Secured and to perform its obligations hereunder. All such action has been duly
and validly authorized by all necessary partnership action on its part.

         2.4. Legality of Transaction. The transactions contemplated in the
documents evidencing and securing the Obligations Secured are and will be in all
respects legal; provided, however, that no representation is given as to banking
laws applicable to Mortgagee.

         2.5. Absence of Conflicts. The execution and delivery of, and the
carrying out of the transactions contemplated herein, and the performance and
observance of the terms, covenants, agreements and provisions of the Obligations
Secured by Mortgagor will not result in a breach of the terms or provisions of
any existing law or existing rule, regulation or order of any court or
governmental body or of any agreements of any nature applicable to Mortgagor or
by which Mortgagor is bound.

         2.6. Enforceability. The Mortgage and the Obligations Secured
constitute the valid and legally binding obligations of Mortgagor and are fully
enforceable against Mortgagor in accordance with their respective terms except


                                      -4-

<PAGE>

as the enforceability thereof maybe limited by bankruptcy, insolvency or other
similar Laws of general application affecting the enforcement of creditor's
rights.

         2.7. Accuracy of Information. All information, reports, papers and data
given to Mortgagee by Mortgagor with respect to any of the Mortgaged Property or
Mortgagor are accurate in all material respects, and there has been no material
adverse change in any condition or fact stated therein.

         2.8. Damage by Casualty; Condemnation. None of the Mortgaged Property
has been damaged by fire or other casualty which is not now fully restored. No
notice of taking by eminent domain or condemnation of any of the Mortgaged
Property has been received, and Mortgagor has no knowledge that any such
proceeding is contemplated.

         2.9. Foreign Person. Mortgagor is not a "foreign person" within the
meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended,
and the regulations of the United States Treasury Department adopted in
connection therewith, including temporary regulations.

         2.10. Hazardous Materials.

               (a) Except as specifically disclosed in the Environmental Report,
(i) the Premises is not now and has never been used to generate, manufacture,
refine, transport, treat, store, handle, dispose, transfer, produce, process or
in any manner deal with Hazardous Materials other than Permitted Substances,
(ii) no Hazardous Materials other than Permitted Substances have ever been
installed, placed, or in any manner dealt with on the Premises, (iii) no owner
of the Premises or any tenant, subtenant, occupant, prior tenant, prior
subtenant, prior occupant or person (collectively, "Occupant") has received any
material notice or advice from any governmental agency or any Occupant with
regard to Hazardous Materials on, from or affecting the Premises, and (iv) all
Permitted Substances used or located on the Premises have at all times been
handled, used, stored, treated, shipped and disposed of in compliance with all
applicable laws.

               (b) The term "Hazardous Materials" as used in this Mortgage shall
include, without limitation, gasoline, petroleum products, explosives,
radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic
substances, polychlorinated biphenyls or related or similar materials, asbestos
or any material containing asbestos, or any other substance or material as may
be defined as a hazardous or toxic substance by any Federal, state or local
environmental law, ordinance, rule, or regulation including, without limitation,
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C., Sections 9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C., Sections 1801 et seq.), the Resource
Conservation and Recovery Act of 1976, as amended (42 U.S.C.. Sections 6901 et
seq.), the Federal Water Pollution Control Act (33 U.S.C.. Sections 1251 et
seq.), the Clean Air Act (42 U.S.C., Sections 7401 et seq.), the Clean Streams
Law (Pa. Stat. Ann. tit. 35. Sections 691.1 et seq.), the Solid Waste Management
Act (Pa. Stat. Ann. tit. 35, Section 6018.101 et seq.), the Hazardous Sites
Clean-up Act, Pa. Stat. Ann. tit. 35, Section 6020.101 et seq., and in the
regulations adopted and publications promulgated pursuant thereto.


                                      -5-
<PAGE>

               (c) The term "Permitted Substances" as used in this Mortgage
means Hazardous Materials of the types and in the quantities customarily used in
the maintenance and operation of commercial buildings similar to the Mortgaged
Property, so long as such Hazardous Materials are stored, used and disposed of
in accordance with all applicable laws.

               (d) The term "Environmental Report" as used in this Mortgage
means the Phase I Environmental Site Assessment dated August 22, 2002 prepared
by Eckland Consultants, Inc.

         2.11. Leases. The Mortgaged Property is subject to the leases listed
and described on Exhibit B attached to the Loan Agreement ("Existing Leases")
and the Mortgaged Property is not subject to any other leases, occupancy rights
or similar arrangements. Except as may be set forth in said Exhibit B, to the
best of Mortgager's knowledge after diligent inquiry, none of the Existing
Leases has been amended, modified or supplemented in any respect or terminated
or canceled. The Existing Leases represent the entire agreements between
Mortgagor and the respective applicable tenants ("Existing Tenants") with
respect to the lease of the portions of the Mortgaged Property covered thereby.
Each of the Existing Leases is in full force and effect. To the best of
Mortgager's knowledge after diligent inquiry, Mortgagor knows of no material
defaults under Existing Leases in the aggregate which, in the judgment of
Mortgagee, would have a material adverse effect on the financial condition of
Mortgagor or the Mortgaged Property. To the best of Mortgagor's knowledge, there
are no existing defenses or offsets against the obligation to pay the rents or
other charges due under any of the Existing Leases or against the enforcement of
any of the Existing Leases by Mortgagor. To the best of Mortgager's knowledge
after diligent inquiry, except as may be set forth in said Exhibit B, there are
no agreements covering free rent, partial rent, rebate of rental payments or any
other type of rental concessions with respect to any of the Existing Leases.
Except as may be set forth in Exhibit B, none of the Existing Leases contains
any options or rights of first refusal to purchase any portion or all of the
Mortgaged Property. To the best of Mortgager's knowledge after diligent inquiry,
there have not been any prepayments of any rent under any of the Existing
Leases. Except as may be set forth in said Exhibit B, there is no provision for
the payment of any security deposit under any of the Existing Leases. Mortgagor
has not mortgaged, assigned, pledged, granted a security interest in or
otherwise encumbered its interest in any of the Existing Leases in favor of any
person or entity other than Mortgagee.

         2.12. Management Agreements. Mortgagor has delivered to Mortgagee a
true, correct and complete copy of the Existing Management Agreement. There are
no other management agreements to which Mortgagor is a party relating to the
Project. The Existing Management Agreement has not been amended, modified or
supplemented in any respect or terminated or canceled. The Existing Management
Agreement represents the entire agreement between Mortgagor and Existing Manager
(as defined in the Loan Agreement) with respect to the management of the
Project. The Existing Management Agreement is in full force and effect, there
are no defaults thereunder, and Mortgagor knows of no events or conditions
which, with passage of time or notice or both, would constitute a default
thereunder.


                                      -6-
<PAGE>

                                  ARTICLE III
                              AFFIRMATIVE COVENANTS

         3.1. Payment of Note. Mortgagor shall pay to Mortgagee or any
subsequent holder of the Note the principal and interest accrued on the entire
principal indebtedness of the Note, including all sums now or hereafter due
Mortgagee under the terms hereof and of the Loan Agreement, together with all
interest thereon, punctually as and when the same shall become due by the terms
thereof and hereof. Mortgagor will observe and perform all of the terms,
provisions, conditions, covenants and agreements on the part of Mortgagor to be
observed and performed under the Note, the Loan Agreement, this Mortgage, and
the other Obligations Secured.

         3.2. Payment of Taxes and Other Charges.

               (a) Mortgagor shall prior to the date on which any interest or
penalties shall commence to accrue thereon, cause to be paid and discharged, and
shall furnish to Mortgagee within ten (10) days after request therefor, proper
receipts for, all taxes, assessments, water and sewer rents and charges and all
other license or permit fees, levies, and governmental charges, general or
special, ordinary or extraordinary, foreseen or unforeseen. of any kind and
nature whatsoever, which are or may have been, or may hereafter be, charged,
assessed, levied, confirmed or imposed upon or against the Mortgaged Property,
or any part thereof, by any lawful authority, or which may become a lien
thereon, unless the same shall have been fully paid to Mortgagee, Mortgagor will
cause to be paid when due, all charges for utilities used at or servicing the
Mortgaged Property, whether public or private.

               (b) Notwithstanding the foregoing, Mortgagor may in good faith
contest, by proper legal proceedings, the validity or amount of any such tax or
charge, provided (i) an Event of Default has not occurred which has not been
cured; (ii) Mortgagor provides to Mortgagee security satisfactory to Mortgagee
assuring the payment of such contested tax or charge and any additional charge,
penalty or expense which may arise from or be incurred as a result of such
contest; (iii) such contest operates to suspend collection and is maintained and
prosecuted with diligence; and (iv) Mortgagor shall pay such contested tax or
charge and all costs and penalties, if any, and shall deliver to Mortgagee
evidence acceptable to Mortgagee of such payment promptly, if such contest is
terminated or discontinued adversely to Mortgagor, and in any event at least
thirty (30) days before the date any of the Mortgaged Property may be sold or
otherwise transferred because of non-payment of the tax or charge.

               (c) Subject to said right of Mortgagor to contest such tax or
charge and the expiration of any notice and grace period as provided in Section
5.1 without a cure, nothing herein shall affect any right or remedy of Mortgagee
under this Mortgage or otherwise to pay any tax or charge in accordance with the
terms of Section 5.3.

         3.3. Additions, Alterations, Removals and Repairs.

               (a) Mortgagor shall have the right at any time and from time to
time during the term of this Mortgage to make, at its sole cost and expense,
additions and alterations to the buildings and improvements included within the
Mortgaged Property, provided that such additions or alterations when completed
shall not reduce the value or adversely affect the utility of the Mortgaged


                                      -7-

<PAGE>

Property and further provided that in connection with any demolition of any
Improvement (without regard to cost) or any addition or alteration involving a
cost of more than $100,000 Mortgagor obtains Mortgagee's prior written consent
thereto, which consent shall not be unreasonably withheld so long as there is no
Event of Default then in existence. Notwithstanding the foregoing, Mortgagor may
remove any fixture, and it shall thereafter be free of any security interest or
lien created hereby, on condition that simultaneously with, or prior to such
removal, such fixture shall be replaced with other property to perform the
function of the property removed and of a value at least equal to that of the
replaced property and free from any title retention or security agreement or
other encumbrance. By such removal and replacement, Mortgagor shall be deemed to
have subjected such replacement equipment to the lien of this Mortgage.

               (b) Throughout the term of this Mortgage, Mortgagor, at its sole
cost and expense, will take (or cause to be taken) good care of the Mortgaged
Property and the sidewalks, curbs and vaults, if any, adjoining the Premises and
will keep the same in good order and condition, and make all necessary repairs
thereto, interior and exterior, structural and nonstructural, ordinary and
extraordinary, and unforeseen and foreseen. All repairs made (or caused to be
made) by Mortgagor shall be substantially similar in quality and class to the
original work. The necessity for and adequacy of repairs to the buildings and
improvements pursuant to this Section 3.3 shall be measured by the standard
which is appropriate for structures of similar construction and class, provided
that Mortgagor shall in any event make all repairs necessary to avoid any
structural damage or injury to the buildings and improvements and to keep the
buildings and improvements in a proper condition for their intended uses.
Nothing in this Section 3.3(b) shall prevent Borrower from passing costs through
to tenants.

               (c) Throughout the term of this Mortgage, Mortgagor, at its sole
cost and expense, shall promptly comply with all present and future laws,
ordinances, orders, rules, regulations and requirements of all federal, state
and municipal governments, courts, departments, commissions, boards and
officers, and national or local Boards of Fire Underwriters, or any other body
exercising functions similar to those of any of the foregoing, foreseen or
unforeseen, ordinary as well as extraordinary, which may be applicable to the
Mortgaged Property, the maintenance and use thereof and the sidewalks, curbs and
vaults adjoining the Mortgaged Property, whether or not such law, ordinance,
order, rule, regulation or requirement shall necessitate structural changes or
improvements, or the removal of any encroachments or projections, ornamental,
structural or otherwise, onto or over property contiguous or adjacent thereto.
Mortgagor will comply with all orders and notices of violation thereof issued by
any governmental authority. Mortgagor will pay all license fees and similar
municipal charges for the use of the Mortgaged Property and the other areas now
or hereafter comprising part thereof or used in connection therewith and will
not, unless so required by any governmental agency having jurisdiction,
discontinue use of the Mortgaged Property without the prior written consent of
Mortgagee. Mortgagor shall have the right to contest all such governmental
requirements, subject to the same standards as are set forth in Section 3.2
above with respect to contests of governmental charges and assessments. Nothing
in the Section 3.3(c) shall prevent Borrower from passing costs through to
tenants.

         3.4. Impound Payments. Mortgagor will, upon receipt of written request
from Mortgagee in its sole and unreviewable discretion, pay to Mortgagee
contemporaneously with each monthly payment of interest, principal or principal


                                      -8-

<PAGE>

and interest, a sum equal to one-twelfth (1/12th) of the hazard insurance
premiums, real estate taxes, water rents or charges, sewer rents, payments in
lieu thereof, special assessments and any other tax, assessment, lien, claim or
encumbrance which may at any time be or become a lien on the Mortgaged Property
prior to, or on a parity with, the lien of this Mortgage so as to enable
Mortgagee to pay the same at least thirty (30) days before they become due, and
Mortgagee shall, upon receipt of bills for such charges, pay the same from the
sums deposited hereunder. If special assessments against the Mortgaged Property
may be paid in installments and Mortgagor elects to do so, the monthly payments
to Mortgagee for such special assessments shall be one-twelfth (1/12th) of the
current annual installments. No amounts so paid shall be deemed to be trust
funds but may be commingled with general funds of Mortgagee, and no interest
shall be payable thereon. If, pursuant to any provision of this Mortgage, the
whole amount of said principal debt remaining or any installment of interest,
principal or principal and interest become due and payable, Mortgagee shall
apply any amounts so held in payment of the premiums or payments for which the
amounts were deposited. If the taxes, assessments, levies, charges or fees
required to be paid pursuant to Section 3.2 hereof shall exceed the estimate
therefor, Mortgagor shall without demand forthwith make good the deficiency. If
the taxes, assessments, levies, charges, or fees shall be less than the estimate
therefor, Mortgagee shall refund the overpayment to Mortgagor. Mortgagor will
furnish to Mortgagee tax bills in sufficient time after Mortgagor's receipt
thereof to enable Mortgagee to pay such taxes, assessments, levies, charges and
fees before interest and penalties accrue thereon.

         3.5. Hazardous Materials. Mortgagor covenants that, except for the
customary use of Permitted Substances reasonably required for the maintenance
and operation of the Mortgaged Property in compliance with applicable Law, the
Mortgaged Property shall be kept free of Hazardous Materials, and shall not be
used to generate, manufacture, refine, transport. treat, store, handle, dispose,
transfer, produce, process or in any manner deal with Hazardous Materials, and
Mortgagor shall not cause or permit, as a result of any intentional or
unintentional act or omission on the part of Mortgagor or any Occupant, the
installation or placement of Hazardous Materials in or on the Mortgaged Property
or a release of Hazardous Materials onto the Mortgaged Property or onto any
other property (which installation, placement or release onto such other
property by any such Occupant shall result from such Occupant's activities on
the Mortgaged Property) or suffer the presence of Hazardous Materials on the
Mortgaged Property. Mortgagor shall comply with, and shall use commercially
reasonable efforts to ensure compliance by all Occupants with, all applicable
federal, state and local laws, ordinances, rules and regulations with respect to
Hazardous Materials, and shall keep the Mortgaged Property free and clear of any
liens imposed pursuant to such laws, ordinances, rules and regulations. In the
event that Mortgagor receives any material notice or advice from any
governmental agency or any Occupant with regard to Hazardous Materials on, from
or affecting the Mortgaged Property, Mortgagor shall immediately notify
Mortgagee. Mortgagor shall conduct and complete all investigations, studies,
sampling, and testing, and all remedial, removal, and other actions necessary to
clean up and remove all Hazardous Materials which are not Permitted Substances
on, from or affecting the Mortgaged Property in accordance with all applicable
federal, state, and local laws, ordinances, rules, regulations, and policies.
The obligations and liabilities of Mortgagor under this Section shall survive
the foreclosure of this Mortgage or the delivery of a deed in lieu of
foreclosure.

                                      -9-

<PAGE>

         3.6. Indemnification. Mortgagor shall protect, indemnify and save
Mortgagee harmless from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including without
limitation reasonable attorneys' fees and expenses), imposed upon or incurred by
or asserted against Mortgagee and arising from any state of facts or
circumstances existing prior to Mortgagee's acquiring Mortgagor's fee simple
estate through foreclosure or a deed in lieu of foreclosure and due to any
action or inaction of Mortgagor or any Occupant by reason of (a) the ownership
of this Mortgage, the Mortgaged Property or any interest therein or receipt of
any rents; (b) any requested amendments, consents or waivers with respect to
this Mortgage or any other Loan Document; (c) any accident, injury to or death
to persons or loss of or damage to property occurring in, on or about the
Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs,
adjacent property or adjacent parking areas, streets or ways to the extent not
covered by insurance maintained or caused to be maintained by Mortgagor; (d) any
use, nonuse or condition in, on or about the Mortgaged Property or any part
thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways; (e) any failure on the part of Mortgagor to
perform or comply with any of the terms of this Mortgage; (f) the performance of
any labor or services or the furnishing of any materials or other property in
respect of the Mortgaged Property or any part thereof; (g) the failure of any
person to file timely with the Internal Revenue Service an accurate Form 1099-B,
Statement for Recipients of Proceeds from Real Estate, Broker and Barter
Exchange Transactions, which may be required in connection with the Mortgage, or
to supply a copy thereof in a timely fashion to the recipient of the proceeds of
the transaction in connection with which the mortgage loan secured hereby is
made; (h) the presence, disposal, escape, seepage, leakage, spillage, discharge,
emission, release, or threatened release of any Hazardous Materials (other than
Permitted Substances) on, from, or affecting the Mortgaged Property or any other
property (which presence, disposal escape, seepage, leakage, spillage,
discharge, emission, release or threatened release by any such Occupant on, from
or affecting any such other property shall result from such Occupant's
activities on the Mortgaged Property) ; (i) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or related
to such Hazardous Materials; (j) any lawsuit brought or threatened, settlement
reached, or government order relating to such Hazardous Materials; or (k) any
violation of laws, orders, regulations, requirements. or demands of government
authorities, or any requirements of Mortgagee, which are based upon or in any
way related to such Hazardous Materials including, without limitation,
reasonable attorney and consultant fees, investigation and laboratory fees,
court costs, and litigation expenses, provided that none of the foregoing result
solely from the gross negligence or willful misconduct of Mortgagee. Any amounts
payable to Mortgagee by reason of the application of this Section shall be
included in the Obligations Secured and secured by this Mortgage, and shall
become due and payable upon demand thereof to Mortgagor and shall bear interest
at the Default Rate from the date loss or damage is sustained by Mortgagee until
paid. The obligations of Mortgagor under this Section shall survive any
termination, satisfaction, assignment, judgment of foreclosure or delivery of a
deed in lieu of foreclosure of this Mortgage until the expiration of all
applicable statutes of limitation and repose.

         3.7. Leases; Management Agreement.

               (a) Mortgagor covenants and agrees that (i) it shall not enter
into any lease agreement affecting any portion of the Mortgaged Property other
than an Approved Lease, and Mortgagor shall not amend or modify or terminate any
Approved Lease without the prior written approval of Mortgagee except to the


                                      -10-

<PAGE>

extent otherwise specifically permitted pursuant to the terms of the Loan
Agreement, and (ii) all leases entered into after the date hereof affecting the
Mortgaged Property will be subordinate or prior to the lien of this Mortgage, at
the option of Mortgagee. Mortgagor hereby covenants and agrees to observe at all
times while all or any portion of the Obligations Secured remains outstanding
all of the requirements set forth in the Loan Agreement with respect to the
leasing of all or any portion of the Mortgaged Property.

               (b) Mortgagor shall promptly (i) perform all of the provisions of
the leases on the part of the landlord thereunder to be performed; (ii) enforce
all of the material provisions of the leases on the part of the tenants
thereunder to be performed; (iii) appear in and defend any action or proceeding
arising under, growing out of or in any manner connected with the leases or the
obligations of Mortgagor as landlord or of the tenants thereunder; and (iv)
deliver to Mortgagee, within ten (10) days after a request by Mortgagee, a
written statement containing the names of all tenants, the terms of all leases
and the spaces occupied and rentals payable thereunder, and a statement of all
leases which are then in default, including the nature and magnitude of the
default.

               (c) Upon the occurrence of an Event of Default hereunder and the
enforcement by Mortgagee of any remedy under this Mortgage, the tenant under
each lease which is subordinate to this Mortgage shall at Mortgagee's request
attorn to Mortgagee or any other person succeeding to the interest of Mortgagee
as a result of such enforcement and shall recognize Mortgagee or such successor
in interest as landlord under the lease without change in the provisions
thereof; provided, however, that Mortgagee or such successor in interest shall
not be bound by (i) any payment of an installment of rent or additional rent
which may have been made more than thirty (30) days before the due date of such
installment, or (ii) any amendment or modification to the lease made without the
consent of Mortgagee or such successor in interest, if required; (iii) any act
or omission of any prior landlord (including Mortgagor) under the lease, or (iv)
any offsets, claims or defenses which the tenant might have against any prior
landlord (including Mortgagor).

               (d) Except as may be otherwise provided in the Loan Agreement,
Mortgagor shall not enter into any management agreement affecting any portion of
the Mortgaged Property without in each case obtaining the prior written approval
by Mortgagee of the identity of the proposed manager and the terms and
conditions of the proposed management agreement, and Mortgagor shall not amend
or modify in any material respect or terminate other than by its terms any such
management agreement; if at any time Mortgagee notifies Mortgagor in writing
that any such manager is unsatisfactory to Mortgagee, Mortgagor shall promptly
change such manager in a manner satisfactory to Mortgagee, and Mortgagor's
failure to make such change promptly shall constitute an Event of Default
hereunder. Each manager shall agree, or each management agreement shall provide
by its terms, that such management agreement shall be terminable without penalty
or premium by Mortgagee under the preceding sentence or following the occurrence
of an Event of Default and that all payments under such management agreement are
under and subject and subordinate in lien and priority of payment to the payment
of all principal and interest and other amounts under the Loan.


                                      -11-
<PAGE>

         3.8. Financial Reports: Required Notices. Mortgagor shall deliver to
Mortgagee as and when due the financial reports and notices required to be
delivered by Mortgagor pursuant to the Loan Agreement.

         3.9. Discharge of Encumbrances. Mortgagor shall promptly discharge or
cause to be discharged, at Mortgagor's cost and expense, all liens, encumbrances
and charges upon the Mortgaged Property, or any part thereof or interest
therein; provided, however, that Mortgagor shall have the right to contest in
good faith the validity of any such lien, encumbrance or charge if Mortgagor
shall first deposit with Mortgagee or with the appropriate court a bond or other
security satisfactory to Mortgagee in such amount as Mortgagee shall reasonably
require, but not more than one hundred fifty percent (150%) of the amount of the
claim, and provided further that (a) Mortgagor shall thereafter diligently
proceed to cause such lien, encumbrance or charge to be removed and discharged,
(b) such proceeding shall operate to suspend collection, and (c) such amounts
shall be duly paid when determined but in all events prior to any execution sale
of the Mortgaged Property or any portion thereof. If Mortgagor shall fail to
discharge any such lien, encumbrance or charge, then, in addition to any other
right or remedy of Mortgagee, Mortgagee may, but shall not be obligated to,
discharge the same, either by paying the amount claimed to be due, or by
procuring the discharge of such lien by depositing in court a bond or the amount
claimed or otherwise giving security for such claim, or in such manner as is or
may be prescribed by law. and, in such event, all sums so paid by Mortgagee
shall be included in the Obligations Secured and secured by this Mortgage in
accordance with the terms of Section 5.3 below.

         3.10. Security Agreement. This Mortgage constitutes a security
agreement under the Uniform Commercial Code as in effect in the State in which
the Mortgaged Property is located and creates a security interest in all that
property (and the proceeds thereof) included in the Mortgaged Property which
might otherwise be deemed "personal property". Mortgagor shall execute, deliver,
file and refile any financing statements, continuation statements, or other
security agreements Mortgagee may require from time to time to confirm the lien
of this Mortgage with respect to such property. Without limiting the foregoing,
Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor
to execute, deliver and file such instruments for and on behalf of Mortgagor.
Notwithstanding any release of any or all of that property included in the
Mortgaged Property which is deemed "real property", any proceedings to foreclose
this Mortgage or its satisfaction of record, the terms hereof shall survive as a
security agreement with respect to the security interest created hereby and
referred to above until the repayment or satisfaction in full of the obligations
of Mortgagor as are now or hereafter evidenced by the Obligations Secured.

         3.11. Limited Partnership Existence and Filings.

               (a) Mortgagor shall keep in effect its existence and rights as a
limited partnership under the laws of the State of its formation and its right
to own property and transact business in the State in which the Mortgaged
Property is situated during the entire time that it has any ownership interest
in the Mortgaged Property, and Mortgagor shall file all returns and make all
required filings with the proper authorities, bureaus or departments.

               (b) For all periods during which Mortgagor's interest in the
Mortgaged Property or any part thereof is held by a corporation or association
subject to corporate taxes or taxes similar to corporate taxes, Mortgagor shall

                                      -12-

<PAGE>

file returns for such taxes with the proper authorities, bureaus or departments,
and Mortgagor shall pay when due and payable and before interest or penalties
are due thereon all taxes owing by Mortgagor to the United States, to
Mortgagor's State of incorporation, to the State where the Mortgaged Property
are situate and to all political subdivisions of any thereof, and shall deliver
to Mortgagee receipts showing the payment of all such taxes, charges or
assessments prior to the last dates on which the same are payable without
penalties or interest, and within ten (10) days following request therefor,
copies of all settlements, notices of deficiencies or overassessment and any
other notices pertaining to Mortgagor's tax liability which may be issued by any
of the governmental authorities referred to in this Section 3.11.

         3.12. Taxation of Mortgages. In the event of the passage after the date
of this Mortgage of any law in effect in the State in which the Mortgaged
Property are located or any other governmental entity changing in any way the
laws now in force for the taxation of mortgages, or debts secured thereby, for
state or local purposes, or the manner of the operation of any such taxes, so as
to affect the interest of Mortgagee hereunder, then and in such event, Mortgagor
shall bear and pay the full amount of such taxes applicable to this Mortgage,
provided that if for any reason payment by Mortgagor of any such new or
additional taxes would be unlawful or if the payment thereof would constitute
usury or render the Obligations Secured wholly or partially usurious under any
of the terms or provisions of the Loan Agreement, the Note or this Mortgage or
otherwise, Mortgagee may, at Mortgagee's option, declare the Note, with interest
thereon, to be immediately due and payable on demand, or Mortgagee may pay that
amount or portion of such taxes as renders the Obligations Secured unlawful or
usurious, in which event Mortgagor shall concurrently therewith pay the
remaining lawful and non-usurious portion or balance of said taxes.

         3.13. Inspection. Mortgagee and any persons authorized by Mortgagee
shall have the right at any time, upon reasonable notice to Mortgagor, to enter
the Mortgaged Property to inspect and photograph its condition and state of
repair. In addition, (a) following an Event of Default or (b) prior to an Event
of Default if Mortgagee reasonably deems such actions necessary after notice to
Mortgagor and Mortgagor's failure to comply with the terms of such notice,
Mortgagee may at its option enter the Mortgaged Property to protect, restore or
repair any part thereof, but Mortgagee shall be under no obligation to do so.
Mortgagor will repay to Mortgagee on demand any sums paid by Mortgagee to
protect, restore or repair any part of the Mortgaged Property in accordance with
the terms of Section 5.3 below.

         3.14. Declaration of No Set-Off; Certificate. Mortgagor will, within
fifteen (15) days following receipt of written request from Mortgagee, furnish a
duly acknowledged written statement to Mortgagee certifying the outstanding
principal balance of the Loan; the dates to which principal and/or interest have
been paid under the Note; to the best of Mortgagor's knowledge, information and
belief, whether an Event of Default has occurred which is continuing hereunder
or whether any event which, with the passage of time or giving of notice or
both, could become an Event of Default hereunder has occurred and is continuing
hereunder; and such other matters as Mortgagee may reasonably request.


                                      -13-
<PAGE>

         3.15. Insurance.

               (a) Mortgagor will keep (or cause to be kept) the buildings,
structures, improvements and fixtures insured at all times throughout the term
of this Mortgage (including any period or periods of time during which any
buildings, structures and improvements are in the course of remodeling,
renovation or construction) and shall furnish (or caused to be furnished) the
following to Mortgagee:

                   (i) Insurance against loss or damage by fire, lightning,
windstorm. hail, explosion, vandalism, acts of terrorism, malicious mischief and
damage from aircraft and vehicles, and smoke damage from such other hazards as
are presently included in standard "all risk" property insurance in the same
geographic area in which the Mortgaged Property are located and an endorsement
providing that such insurance shall not be voided by reason of the occupancy by
any tenant of the Mortgaged Property. The amount of such insurance shall be as
required by Mortgagee from time to time, but not less than 100% of the "full
replacement cost" of the buildings, structures, improvements and fixtures
without deduction for depreciation (but excluding the value of roads,
foundations, parking areas and similar improvements). During any period while
the buildings and improvements on the Mortgaged Property are being constructed
or reconstructed, the fire insurance required pursuant to this Section
3.15(a)(i) shall be in the form of a builder's "all risk" policy on a completed
value, non-reporting basis, including collapse and transit coverage, with
deductibles not to exceed $10,000, a "soft cost" endorsement in an amount
satisfactory to Mortgagee and such other endorsements as Mortgagee may require.

                   (ii) Business interruption or rent loss insurance in an
amount as required by Mortgagee from time to time but not for a period in excess
of twelve (12) months and based on gross rents payable under Approved Leases.

                   (iii) If any portion of the Mortgaged Property is located in
a flood hazard area, flood hazard insurance as required by law up to the maximum
limits of insurance available under the National Flood Insurance Program
authorized by the Flood Disaster Protection Act of 1973, as amended, and at
Mortgagee's request, flood insurance coverage, in excess of the maximum amount
available under such program, in an amount determined by Mortgagee in its sole
discretion.

                   (iv) Comprehensive general public liability insurance against
claims for bodily injury or death and property damage occurring upon, in or
about the Mortgaged Property to afford protection to the limit of not less than
$1,000,000 per occurrence for bodily injury (including death) and property
damage, with umbrella coverage of not less than $5,000,000. Such insurance shall
be written on an "occurrence" basis rather than a "claims" basis to the extent
obtainable at commercially reasonable rates.

                   (v) Worker's compensation insurance in an amount equal to
Mortgagor's full statutory liability and covering all of Mortgagor's and
Existing Manager's employees, if any, wherever located. During any period while
the buildings and improvements on the Mortgaged Property are being constructed
or reconstructed, proof that either Mortgagor or Mortgagor's construction


                                      -14-

<PAGE>

contractor maintains worker's compensation insurance covering all persons
employed in such construction or reconstruction, together with Employer's
liability insurance in the minimum amount of $100,000.

                   (vi) Such other insurance on the Mortgaged Property, or any
replacements or substitutions therefor, or additions thereto. and in such
amounts as may from time to time be reasonably required by Mortgagee against
other insurable hazards or casualties which at the time are commonly insured
against in the case of premises similarly situated.

               (b) All insurance shall be subject to the approval of Mortgagee
as to insurance companies, amounts, contents and form of policies and expiration
dates, and shall contain a Non-Contributory Mortgagee clause in favor of and
satisfactory to Mortgagee excluding Mortgagee from the operation of any
coinsurance clause contained in any such policy and, as to the policies required
under subsections (i), (ii) and (iii) hereof, naming Mortgagee as loss payee.
The policy required under subsection (iv) hereof shall name Mortgagee as
additional insured party. All such policies shall be issued by companies
licensed in the Commonwealth of Pennsylvania and having a Best's financial
rating of A or better and a size class rating of X or larger. Such policies
shall provide for the payment of all costs and expenses incurred by Mortgagee in
the event of any contested claim and shall not be canceled or otherwise
terminated without at least thirty (30) days' prior written notice to Mortgagee.
Such coverages may be effected under one or more blanket policies of insurance
covering the Mortgaged Property and other properties provided that the coverages
applicable to the Mortgaged Property are separately noted and such blanket
policies are otherwise acceptable to Mortgagee.

               (c) Mortgagor will deliver (or cause to be delivered) to
Mortgagee original certificates evidencing such insurance, together with copies
of such policies, on or before the date hereof. Not less than fifteen (15) days
prior to the expiration date of each such policy, Mortgagor will deliver (or
cause to be delivered) to Mortgagee original certificates evidencing renewal of
such insurance, together with copies of renewal policies. Such certificates and
policies shall be marked "premium paid" or accompanied by other evidence of
payment satisfactory to Mortgagee. Mortgagor will not permit any condition to
exist on the Mortgaged Property which would wholly or partially invalidate the
insurance thereon.

               (d) In the event of the occurrence of any loss or damage to the
Mortgaged Property, Mortgagor will give immediate written notice thereof to
Mortgagee, and Mortgagee may make proof of loss thereof if not made promptly by
Mortgagor. If Mortgagee so elects, Mortgagee may on behalf of Mortgagor adjust
and compromise any claims under such insurance and collect and receive the
proceeds thereof and endorse drafts, and Mortgagee is hereby irrevocably
appointed attorney-in-fact of Mortgagor for such purposes. In any event, no
adjustment or compromise of any claims under such insurance shall be made
without Mortgagee's prior written approval which shall not be unreasonably
withheld or delayed. Each insurance company concerned is hereby authorized and
directed to make payment under such policies of casualty, rent and/or business
interruption insurance, including return of unearned premiums, directly to
Mortgagee instead of to Mortgagor and Mortgagee jointly, and Mortgagor appoints
Mortgagee, irrevocably, as Mortgagor's attorney-in-fact to endorse any draft
thereof. Notwithstanding the foregoing, however, Mortgagee shall give reasonable
prior notice to Mortgagor of such any such insurance settlement, and shall not
adjust or settle any loss without Mortgagor's prior written consent (which shall


                                      -15-
<PAGE>

not be unreasonably withheld, conditioned or delayed), unless an Event of
Default has occurred and is continuing. Each insurance company concerned is
hereby authorized and directed to rely without inquiry upon Mortgagee's
statement that an Event of Default has occurred and is continuing.

               (e) Subject to the terms of Section 3.17, Mortgagee shall have
the right, at its election, to retain and apply the proceeds of any casualty
insurance to reduction of the Obligations Secured, and/or to retain and apply
the proceeds of any rent insurance and/or business interruption insurance on
account of the payments of the regular monthly installments of principal and
interest as they fall due, month by month, or to restoration or repair of the
property damaged. If Mortgagee receives proceeds of rent insurance and/or
business interruption insurance beyond those required to be applied for the
current month, Mortgagee may retain such additional proceeds in escrow, for the
account of Mortgagor, and so apply such proceeds on a monthly basis, provided
that any such proceeds not needed to be applied to keep Mortgagor current and
not in default hereunder during the reasonably estimated period of time when the
income from the Mortgaged Property will be inadequate to provide Mortgagor with
sufficient funds with which to pay Mortgagee the amounts falling due each month
shall be paid over to Mortgagor to meet the other expenses of the Mortgaged
Property.

               (f) If requested by Mortgagee, Mortgagor shall have the then
replacement and insurable values of the buildings and improvements determined by
the underwriter of fire insurance on the Mortgaged Property or, if such
underwriter will not act, by a qualified appraiser satisfactory to Mortgagee,
and shall deliver such determination to Mortgagee.

               (g) Mortgagor shall promptly comply with and conform to (i) all
provisions of each insurance policy and (ii) all requirements of the insurers
thereunder, applicable to Mortgagor or any of the Mortgaged Property, or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property, even if such compliance necessitates
structural changes or improvements or results in interference with the use or
enjoyment of any of the Mortgaged Property.

               (h) If Mortgagee shall acquire title to the Mortgaged Property by
mortgage foreclosure, a deed in lieu of foreclosure, sale by power of sale
pursuant to advertisement or a judicial sale thereof pursuant to proceedings
under the Loan Agreement, the Note or this Mortgage, or otherwise, then all of
Mortgagor's estate, right, title and interest in and to all such policies,
including unearned premiums thereon and the proceeds thereof, shall vest in
Mortgagee.

               (i) If Mortgagor shall fail to procure, pay for and deliver to
Mortgagee any policy or policies of insurance and/or renewals thereof as in this
Section 3.15 required, Mortgagee, at its option, but without obligation to do
so, may obtain such insurance and pay the premiums therefor, and Mortgagor will
repay to Mortgagee on demand any premiums so paid in accordance with the terms
of Section 5.3 below.

               (j) Mortgagor shall not take out separate insurance concurrent in
form or contributing in the event of loss with that required to be maintained
under this Section 3.15, unless Mortgagee is included thereon as a named insured
with loss payable to Mortgagee under a standard mortgagee endorsement. Mortgagor


                                      -16-

<PAGE>

shall immediately notify Mortgagee whenever any such separate insurance is taken
out, specifying the insurer thereunder and full particulars as to the policies
evidencing the same.

         3.16. Condemnation.

               (a) In the event of any condemnation or taking of any part of the
Mortgaged Property by eminent domain, alteration of the grade of any street, or
other injury to or decrease in the value of the Mortgaged Property by any public
or quasi-public authority or corporation, Mortgagor will give immediate written
notice thereof to Mortgagee. Subject to the terms of Section 3.17, all proceeds
actually received (that is, the award or agreed compensation for the damages
sustained) shall be applicable first to payment of the Obligations Secured. If
Mortgagee so elects, Mortgagee may on behalf of Mortgagor participate in and
control the settlement for the damages sustained. In any event, no settlement
for the damages sustained shall be made by Mortgagor without Mortgagee's prior
written approval, which shall not be unreasonably withheld or delayed. Receipt
by Mortgagee of any proceeds less than the full amount of the then outstanding
debt shall not alter or modify Mortgagor's obligation to continue to pay the
installments of principal, interest and other charges specified in the Loan
Agreement and Note. All the proceeds shall be applied in the order and in the
amounts that Mortgagee, in its sole discretion, may elect, to the payment of
principal (whether or not then due and payable), interest or any sums included
in the Obligations Secured and secured by this Mortgage, or toward payment to
Mortgagor, on such terms as Mortgagee may specify, to be used for the sole
purpose of altering, restoring or rebuilding any part of the Mortgaged Property
which may have been altered, damaged or destroyed as a result of the taking,
alteration of grade or other injury to the Mortgaged Property.

               (b) If the amount of the initial award of damages for the
condemnation of the entire Mortgaged Property is insufficient to pay in full the
Obligations Secured with interest and other appropriate charges, Mortgagee shall
have the right to prosecute to final determination or settlement an appeal or
other appropriate proceedings in the name of Mortgagee or Mortgagor, for which
Mortgagee is hereby appointed as attorney-in-fact for Mortgagor, which
appointment, being for security, is irrevocable. In that event, the expenses of
the proceedings, including counsel fees, shall be paid first out of the
proceeds, and only the excess, if any, paid to Mortgagee shall be credited
against the amounts due under this Mortgage.

               (c) Nothing herein shall limit the rights otherwise available to
Mortgagee, at law or in equity, including the right to intervene as a party in
any condemnation proceeding.

               (d) No application of condemnation proceeds to the payment of the
Obligations Secured shall postpone any of the current installments of principal
or interest becoming due under the Note until the Obligations Secured and all
interest due thereunder are paid in full.

         3.17. Restoration of the Mortgaged Property. In the event of fire or
other casualty to the Mortgaged Property or in the event of condemnation,
notwithstanding anything in this Mortgage to the contrary, Mortgagee will
consent to the use of the net proceeds of any insurance or condemnation award
for restoration of the Mortgaged Property if (i) at all times relevant hereto no

                                      -17-

<PAGE>

Event of Default is continuing under this Mortgage or any other Loan Document,
(ii) Mortgagee is satisfied that there are sufficient funds represented by such
proceeds and, if necessary, deposits by Mortgagor to Mortgagee to complete
restoration of the Improvements constructed on the Mortgaged Property to
substantially the same value and character as existed prior to such damage,
(iii) Mortgagee is satisfied that restoration can be completed at least thirty
(30) days prior to the Maturity Date, (iv) the insurers do not deny liability as
to the insureds, (v) in the case of casualty to the premises under the Giant
lease, the Giant lease requires restoration, and (vi) if the proceeds exceed
$250,000 Mortgagor complies with the following terms and conditions:

               (a) Prior to commencement of restoration, the contracts,
contractors, and plans and specifications for the restoration shall have been
approved by Mortgagee, and Mortgagee shall be provided with mechanics' lien
insurance (if available) and a surety bond insuring satisfactory completion of
the restoration, such insurance and bond to be in form reasonably acceptable to
Mortgagee.

               (b) The net proceeds shall be deposited in a restricted statement
savings account established by and in the name of Mortgagee (the "Restoration
Account"). Prior to commencement of restoration, if the estimated cost of
restoration, as determined by Mortgagee, exceeds the amount of insurance
proceeds or condemnation proceeds awarded for the cost of such restoration, the
amount of such excess shall be paid by Mortgagor to Mortgagee for deposit in a
separate cash collateral account with Mortgagee and shall be expended before any
funds in the Restoration Account. If Mortgagor so deposits additional funds with
Mortgagee and any sum remains in the Restoration Account upon completion of
restoration, such remaining sum (but not in excess of the amount deposited by
Mortgagor) shall be refunded to Mortgagor if no Event of Default is then
continuing. Otherwise all insurance or condemnation proceeds, if any, remaining
after completion of repairs or restoration shall be applied against the
outstanding principal balance of the Loan.

               (c) At the time of any disbursement, no Event of Default shall
have occurred and be continuing, no mechanics' or materialmen's liens shall have
been filed and remain undischarged (or not bonded against on terms and
conditions acceptable to Mortgagee), and a satisfactory bringdown of title
insurance shall be delivered to Mortgagee.

               (d) Disbursements shall be made from time to time in an amount
not exceeding the cost of the work completed since the last disbursement, upon
receipt of satisfactory evidence from an architect or engineer retained by
Mortgagee at Mortgagor's expense to supervise restoration of the stage of
completion and of performance of the work in a good and workmanlike manner in
accordance with the contracts, plans and specifications.

               (e) Mortgagee may retain ten (10%) percent of each advance of the
restoration fund, with such retainage not subject to disbursement until the
restoration is fully completed; provided, however, that disbursements for
interest (if any) and soft costs shall not be subject to retainage.


                                      -18-
<PAGE>

                                   ARTICLE IV
                               NEGATIVE COVENANTS

         4.1. Liens and Encumbrances. Subject to Mortgagor's contest rights set
forth in Section 3.9, Mortgagor shall not suffer, and shall promptly cause to be
paid and discharged, any lien or charge whatsoever which by any present or
future law may be or become superior to, or on a parity with, this Mortgage
either in lien or in distribution out of the proceeds of any judicial sale of
the Mortgaged Property, or any part thereof.

         4.2. Secondary Financing. Except as may be otherwise specifically
provided in the Loan Agreement, Mortgagor shall not (a) create or cause or
permit to exist any lien on or security interest in the Mortgaged Property
(including any furniture, fixtures, appliances, equipment, or other items of
personal property owned by Mortgagor which are intended to be or become part of
the Mortgaged Property) other than as security for the Obligations Secured, (b)
incur any secured indebtedness for money borrowed other than indebtedness of
Mortgagor to Mortgagee, or (c) lease (as lessee) any furniture, fixtures,
appliances, equipment or other items of personal property which are intended to
be or become part of the Mortgaged Property.

         4.3. Transfer of Title. Mortgagor shall not, so long as the Loan (or
any portion thereof) remains outstanding, without in each case obtaining
Mortgagee's prior written consent, (a) except for Approved Leases, sell or
transfer, or further encumber, whether voluntarily, involuntarily or by
operation of law, or contract to sell or transfer, the Mortgaged Property or any
part thereof, directly or indirectly, including, but not limited to, by deed,
installment sale or long-term lease, or (b) except as may be otherwise
specifically provided in the Loan Agreement, sell or transfer, or permit any
Person to sell or transfer, whether voluntarily, involuntarily or by operation
of law, any ownership interest in Mortgagor, directly or indirectly. Any consent
given by Mortgagee hereunder shall pertain only to the proposed transfer for
which the consent was requested and shall not obligate Mortgagee to approve any
further transfers or relieve any person or entity of liability to pay any amount
secured hereby.

         4.4. Modifications to Property Restrictions. Mortgagor shall not
initiate, join in or consent to any change in any private covenant, zoning
ordinance or other public or private restriction which would detract from or
limit the value or utility of the Mortgaged Property.

         4.5. Demolition of Buildings. Mortgagor shall not cause or permit any
building, structure or improvement or other property now or hereafter covered by
the lien of this Mortgage and comprising part of the Mortgaged Property to be
removed or demolished in whole or in part, or any fixture comprising part of the
Mortgaged Property to be removed, severed or destroyed, without the prior
written consent of the Mortgagee.

         4.6. Waste. Mortgagor will not abandon or cause or permit any waste to
the Mortgaged Property.


                                      -19-
<PAGE>

                                   ARTICLE V
                           EVENTS OF DEFAULT; REMEDIES

         5.1. Events of Default. The occurrence of any one or more of the
following shall, at the option of Mortgagee, constitute an event of default
(each, an "Event of Default") hereunder (except for defaults under subsection
5.1(f) or (g) below, each of which shall automatically and without any action by
Mortgagee constitute an Event of Default hereunder):

               (a) Any representation or warranty or financial statement of
Mortgagor or Guarantor under this Mortgage or under any of the other Loan
Documents shall be untrue in any material adverse respect when made (including
by omission of material information necessary to make such representation or
warranty or financial statement not misleading);

               (b) Mortgagor shall have failed to observe and perform any of the
terms, covenants, promises and agreements on its part to be observed and
performed under this Mortgage and, except for the events specified in the
following subsections of this Section 5.1 (which shall be subject to the grace
or cure periods, if any, provided therein), such Default shall not have been
cured within thirty (30) days after written notice of such default shall have
been given to Mortgagor; provided that, if such Default is curable but not
reasonably capable of cure within such thirty (30) day period, Mortgagor shall
have such further period, not to exceed a period of sixty (60) days in the
aggregate, as may be required to cure such Default, on the condition that
Mortgagor commences such cure within the original thirty (30) day period and
thereafter diligently prosecutes such cure to completion;

               (c) Mortgagor shall have failed to make any payment of principal
or interest on the Loan when due, and such Default, other than with respect to
the final payment of principal on the Maturity Date (as to which no grace period
applies), shall not be cured within eight (8) days after such due date;

               (d) An Event of Default shall have occurred under any other Loan
Document;

               (e) Any event of default (after giving effect to any applicable
notice and cure periods) shall have occurred under any Hedging Contract or other
documents creating Hedging Obligations;

               (f) A petition shall have been filed by Mortgagor or either
Guarantor under any of the provisions of the United States Bankruptcy Code, as
amended, or any other Federal or state insolvency or similar Law; or such
petition shall have been filed against Mortgagor or either Guarantor or a
receiver shall have been appointed in a debtor's proceeding for Mortgagor or
either Guarantor or any part of its property or assets, or for the Premises or
the Improvements, and such petition or receivership shall continue unstayed and
in effect for a period of ninety (90) days; or

               (g) Mortgagor or either Guarantor shall have made an assignment
for the benefit of its or his creditors.


                                      -20-
<PAGE>

         5.2. Remedies. Upon the occurrence of an Event of Default, Mortgagee
may, at its option, without further demand, notice or delay, do, and is hereby
authorized and empowered by Mortgagor so to do, any or all of the following:

               (a) Mortgagee may declare the entire unpaid principal balance of
the Loan to be due and payable immediately, whereupon the Obligations Secured
shall become immediately due and payable. Thereafter, the default may be cured
only by the payment of the entire Obligations Secured.

               (b) Mortgagee may (i) institute and maintain an action of
mortgage foreclosure against any of the Mortgaged Property, through judicial
proceedings or, if available under applicable law, by advertisement, at the
option of Mortgagee, pursuant to the applicable statutes, ordinances, or rules
of civil procedure, (ii) institute and maintain an action on the Obligations
Secured, (iii) have judgment entered pursuant to any power to confess judgment
contained in the Note or the Mortgage, (iv) sell or cause to be sold any of the
Mortgaged Property at public sale, and convey the same to the purchaser in
accordance with said statutes in a single parcel or in several parcels at the
option of Mortgagee, or (v) take such other action at law or in equity for the
enforcement of any document evidencing or securing the Obligations Secured as
the law may allow. Mortgagee may proceed in any such action to final judgment
and execution thereon for all sums due under subsection (a) of this Section 5.2,
together with interest on such sums at the Default Rate provided in the Loan
Agreement, all costs of suit and an attorneys' commission for fees and expenses
actually incurred. Interest at a rate equal to the Default Rate shall be due on
any judgment obtained by Mortgagee from the date of judgment until actual
payment is made of the full amount of the judgment by the Sheriff or otherwise.

               (c) Mortgagee may, without releasing Mortgagor from any
obligation under any document evidencing or securing the Obligations Secured or
under any lease or waiving any default: (i) collect any or all of the rents,
including any rents past due and unpaid. (ii) perform any obligation or exercise
any right or remedy of Mortgagor under any lease and/or (iii) enforce any
obligation of any tenant of any of the Mortgaged Property. Mortgagee shall not
be obligated to do any of the foregoing, even if Mortgagee may have performed
any obligation or exercised any remedy of landlord or have enforced any
obligation of a tenant. Mortgagee may exercise any right under this subsection
(c) whether or not Mortgagee shall have entered into possession of any of the
Mortgaged Property, and nothing herein contained shall be construed as
constituting Mortgagee a "mortgagee in possession" unless Mortgagee shall have
entered into and shall remain in actual possession of the Mortgaged Property.
Mortgagor hereby authorizes and instructs each and every present and future
tenant of any of the Mortgaged Property to pay all rents directly to Mortgagee
and to perform all other obligations of that tenant for the direct benefit of
Mortgagee as if Mortgagee were the landlord under the lease with that tenant
immediately upon receipt of a demand by Mortgagee to make such payment or
perform such obligations. No tenant shall have any responsibility to ascertain
whether such demand is permitted hereunder or whether an Event of Default shall
have occurred; Mortgagor hereby waives any right, claim or demand it may now or
hereafter have against any such tenant by reason of such payment of rents or
performance of obligations to Mortgagee; and any such payment or performance to
Mortgagee shall discharge the obligations of the tenant to make such payment or
performance to Mortgagor. Mortgagor agrees to indemnify Mortgagee and hold
Mortgagee harmless from any and all liability under any lease and from any and

                                      -21-
<PAGE>

all claims and demands which may be asserted against Mortgagee by reason of any
alleged obligations to perform any provision of any lease, except as to
Mortgagee's own gross negligence or willful misconduct.

               (d) Mortgagee may, without releasing Mortgagor from any
obligation under any document evidencing or securing the Obligations Secured or
under any lease or waiving any default, enter upon and take possession of any of
the Mortgaged Property, with or, if permitted by applicable law, without legal
action, or have a receiver appointed without proof of depreciation or inadequacy
of the value of the Mortgaged Property or other security or proof of the
insolvency of Mortgagor. Mortgagee or said receiver may manage and operate any
of the Mortgaged Property; make, cancel, enforce or modify leases; obtain and
evict tenants; establish or change the amount of any rents; and perform any acts
which Mortgagee deems proper to protect the security of this Mortgage. After
deduction of all costs and expenses of operation and management of the Mortgaged
Property and of collection of the rents (including attorneys' fees actually
incurred, administration expenses, management fees and brokers' commissions),
Mortgagee may apply the rents received by Mortgagee to the payment of any or all
of the following, in such order and amounts as Mortgagee, in its sole
discretion, may elect: liens on any of the Mortgaged Property; taxes, claims,
insurance premiums, and other carrying charges; invoices of persons who have
supplied goods or services to or for the benefit of any of the Mortgaged
Property; costs and expenses of any amount outstanding on the Obligations
Secured. In addition to the payment of such costs and charges, Mortgagee shall
be entitled to retain from such rents, issues and profits an amount sufficient
to reimburse Mortgagee for the costs and expenses Mortgagee incurs in performing
or managing such services in relation to the Mortgaged Property. Mortgagee may,
in its sole discretion, determine the method by which, and extent to which, the
rents will be collected and obligations of tenants enforced, and Mortgagee may
waive or fail to enforce any right or remedy of the landlord under a lease.
Mortgagee shall not be accountable for any rents or other sums it does not
actually receive. Mortgagor hereby appoints Mortgagee as its attorney-in-fact to
perform all acts which Mortgagor is required or permitted to perform under any
and all leases.

               (e) FOR THE PURPOSE OF PROCURING POSSESSION OF THE MORTGAGED
PROPERTY IN THE EVENT OF ANY DEFAULT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT,
MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD IN
THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR MORTGAGOR AND ALL
PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, TO APPEAR FOR MORTGAGOR AND CONFESS
JUDGMENT PURSUANT TO APPLICABLE LAW AGAINST MORTGAGOR, AND ALL PERSONS CLAIMING
UNDER OR THROUGH MORTGAGOR, FOR THE RECOVERY BY MORTGAGEE OF POSSESSION OF THE
MORTGAGED PROPERTY, WITHOUT ANY STAY OF EXECUTION, FOR WHICH THIS MORTGAGE, OR A
COPY HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON
A WRIT OF POSSESSION MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR
PROCEEDING WHATSOEVER. MORTGAGOR HEREBY RELEASES MORTGAGEE FROM ALL ERRORS AND
DEFECTS WHATSOEVER IN ENTERING SUCH JUDGMENT AND IN CAUSING SUCH WRIT OR WRITS
TO BE ISSUED, AND HEREBY AGREES THAT NO WRIT OF ERROR, APPEAL, PETITION TO OPEN

                                      -22-

<PAGE>

OR STRIKE OFF JUDGMENT, OR OTHER OBJECTION SHALL BE FILED OR MADE WITH RESPECT
THERETO. IF FOR ANY REASON AFTER SUCH JUDGMENT HAS BEEN CONFESSED THE SAME SHALL
BE DISCONTINUED OR POSSESSION OF THE MORTGAGED PROPERTY SHALL REMAIN IN OR BE
RESTORED TO MORTGAGOR, MORTGAGEE SHALL HAVE THE RIGHT FOR THE SAME DEFAULT OR
ANY SUBSEQUENT DEFAULT TO BRING ONE OR MORE FURTHER JUDGMENTS BY CONFESSION AS
ABOVE PROVIDED TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE MAY
ENTER SUCH JUDGMENT BEFORE OR AFTER THE INSTITUTION OF FORECLOSURE PROCEEDINGS
UPON THIS MORTGAGE, OR AFTER JUDGMENT THEREON OR ON THE LOAN AGREEMENT OR ANY OF
THE NOTES, OR AFTER A SALE OF THE MORTGAGED PROPERTY BY THE SHERIFF.

               (f) Mortgagee may obtain a receiver to manage the Mortgaged
Property and collect the rents, issues, profits and income therefrom.

               (g) To the extent legally permissible, Mortgagee may disaffirm
and cancel any lease which is subordinate to this Mortgage at any time before
the expiration of sixty (60) days after Mortgagee acquires title to the
Mortgaged Property by any transfer pursuant to the exercise of a remedy
hereunder or otherwise, even though Mortgagee shall have enforced such lease,
collected rents thereunder or taken any action that might be deemed by law to
constitute an affirmance of the lease. Such disaffirmance shall be made by
notice addressed to the tenant at the Mortgaged Property or, at Mortgagee's
option, such other address of the tenant as may be provided in that tenant's
lease.

               (h) Mortgagee may take possession of any of the Mortgaged
Property and may sell such property pursuant to the provisions of the applicable
Uniform Commercial Code and exercise such other rights and remedies with respect
to such property as may be provided by said Code.

               (i) Mortgagee may apply on account of the Obligations Secured the
balance of the accumulated installment payments made by Mortgagor for taxes,
water and sewer rents and insurance premiums.

               (j) Upon the acceleration of the maturity of the Obligations
Secured as herein provided, a tender of payment of the amount necessary to
satisfy the entire Obligations Secured made at any time prior to foreclosure
sale by Mortgagor, its successors or assigns, shall, to the extent permitted by
law, constitute an evasion of the prepayment terms of the Obligations Secured
and be deemed to be a voluntary prepayment thereunder, and Mortgagee shall not
be obligated to accept any such tender of payment unless such tender of payment
includes the additional prepayment premium required under the terms of the
prepayment privilege, if any, contained in the Loan Agreement.

         5.3. Right to Remedy Defaults.

               (a) Upon the occurrence of an Event of Default (or, in the case
of an emergency threatening the Mortgaged Property or Mortgagee's rights
therein, the occurrence of an event which if uncured will constitute an Event of
Default with the passage of time), Mortgagee may (but shall not be obligated to)


                                      -23-

<PAGE>

pay any reasonable sum or perform any other obligation for the account of
Mortgagor which Mortgagor has failed to pay or perform in accordance with the
terms of this Section.

               (b) In the event of Mortgagor's failure to pay the taxes, water
rents or charges, sewer rents, charges, claims, assessments, liens, or
encumbrances described in Section 3.2, or to furnish and pay for the insurance
required in Section 3.15, or to keep the Mortgaged Property in good condition
and repair as provided in Section 3.3, or to discharge any liens, encumbrances,
or charges as provided in Section 3.9, Mortgagee may, at its option, pay any or
all such items, together with penalties and interest thereon and procure and pay
for such insurance and repairs, and Mortgagee may at any time and from time to
time advance such additional sum or sums as Mortgagee in its sole discretion may
deem necessary to protect the security of this Mortgage. All such sums to be
paid or advanced by Mortgagee shall be included in the Obligations Secured, and
shall upon demand be repaid by Mortgagor, together with interest thereon at the
Default Rate.

         5.4. Remedies Cumulative. Mortgagee may exercise all of the rights and
remedies provided in this Mortgage or the other Loan Documents, or which may be
available to Mortgagee by law, and all such rights and remedies shall be
cumulative and concurrent and may be pursued singly. successively or together,
at Mortgagee's sole discretion, and may be exercised as often as occasion
therefor shall occur. Any real estate sold pursuant to any writ of execution
issued on a judgment obtained by virtue of the Note or this Mortgage, or
pursuant to any other judicial proceedings under the Mortgage, may be sold in
one parcel, as an entirety, or in such parcels, and in such manner or order as
Mortgagee, in its sole discretion, may elect.

         5.5. Waivers by Mortgagor. Mortgagor hereby waives and releases (a) all
technical errors, defects and imperfections in any proceedings instituted by
Mortgagee under this Mortgage, (b) all benefits that might accrue to Mortgagor
by virtue of any present or future laws exempting the Mortgaged Property or any
part of the proceeds arising from any sale thereof from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment, (c) all notices not herein elsewhere
specifically required of Mortgagor's default or of Mortgagee's exercise, or
election to exercise, any option under this Mortgage, and (d) any present or
future statute of limitation or moratorium law or any other present or future
law, regulation or judicial decision which provides for any stay of execution,
marshaling of assets, exemption from civil process, redemption, extension of
time for payment or valuation or appraisement of any of the Mortgaged Property.

         5.6. No Waiver Implied. Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms, covenants, agreements,
conditions and provisions hereof shall not be deemed to be a waiver of any of
the terms, covenants, agreements, conditions and provisions hereof, and
Mortgagee, notwithstanding any such failure, shall have the right thereafter to
insist upon the strict performance by Mortgagor of any and all of the terms,
covenants, agreements, conditions and provisions of this Mortgage to be
performed by Mortgagor. Neither Mortgagor nor any other person now or hereafter
obligated for the payment of the whole or any part of the Obligations Secured
shall be relieved of such obligation by reason of the failure of Mortgagee to
comply with any request of Mortgagor or any other person so obligated to take
action to foreclose this Mortgage or otherwise enforce any of the provisions of


                                      -24-

<PAGE>

this Mortgage or of any obligations secured by this Mortgage, or by reason of
the release, regardless of consideration, of the whole or any part of the
security held for the Obligations Secured, or by reason of any agreement or
stipulation between any subsequent owner or owners of the Mortgaged Property and
Mortgagee extending the time of payment or modifying the terms of any of the
Note or Mortgage without first having obtained the consent of Mortgagor or such
other person, and in the latter event, Mortgagor and all such other persons
shall continue liable to make such payments according to the terms of any such
agreement of extension or modification unless expressly released and discharged
in writing by Mortgagee. Regardless of consideration, and without the necessity
for any notice to or consent by the holder of any subordinate lien on the
Mortgaged Property, Mortgagee may release the obligation of anyone at any time
liable for the Obligations Secured or any part of the security held for the
Obligations Secured and may extend the time of payment or otherwise modify the
terms of the Loan Agreement or this Mortgage, or both, without, as to the
security of the remainder thereof, in anyway impairing or affecting the lien of
this Mortgage or the priority of such lien as security for the payment of the
indebtedness as it may be so extended or modified over any subordinate lien. For
the payment of the indebtedness secured hereby Mortgagee may resort to any other
security therefor held by Mortgagee in such order and manner as Mortgagee may
elect.

         5.7. Counsel Fees. If Mortgagee becomes a party to any suit or
proceeding affecting the Mortgaged Property or title thereto, the lien created
by this Mortgage or Mortgagee's interest therein, or if Mortgagee engages
counsel to collect the Obligations Secured or to enforce performance of the
agreements, conditions, covenants, provisions or stipulations of this Mortgage
or the other Loan Documents, Mortgagee's costs, expenses and reasonable counsel
fees actually incurred (notwithstanding any right to confess judgment and
collect a stipulated amount as set forth in any other Loan Document), whether or
not an Event of Default is declared or suit is instituted, shall be paid to
Mortgagee by Mortgagor, on demand, with interest at the Default Rate, and until
paid they shall be included in the Obligations Secured and secured by this
Mortgage.

         5.8. Extensions; Release of Security.

               (a) The granting of an extension or extensions of time by
Mortgagee with respect to the performance of any provision of this Mortgage or
the obligation on the part of Mortgagor to be performed, or the taking of any
additional security, or the waiver by Mortgagee or failure by Mortgagee to
enforce any provision of this Mortgage or the Loan Agreement or to declare a
default with respect thereto, shall not operate as a waiver of any subsequent
default or defaults or affect the right of Mortgagee to exercise all rights or
remedies stipulated herein and therein.

               (b) Mortgagee, without notice and without regard to the
consideration, if any, paid therefor, and notwithstanding the existence at that
time of any inferior liens thereon, may release any part of the security
described herein or any person liable for the Obligations Secured without in any
way affecting the priority of the lien of this Mortgage, to the full extent of
the Obligations Secured remaining unpaid hereunder upon any part of the security
not expressly released and may agree with any party obligated on the Obligations
Secured or having any interest in the security described herein to extend the
time for payment of any part or all of the Obligations Secured. Such agreement
shall not, in any way, release or impair the lien hereof, but shall extend the


                                      -25-
<PAGE>

lien hereof as against the title of all parties having any interest in said
security which interest is subject to said lien.

               (c) In the event Mortgagee (i) releases, as aforesaid, any part
of the security described herein or any person liable for the Obligations
Secured, or (ii) grants an extension of time on any payments of the Obligations
Secured, or (iii) takes other or additional security for the payment thereof, or
(iv) waives or fails to exercise any right granted herein or in the Loan
Agreement, said act or omission shall not release Mortgagor, subsequent
transferees of the Mortgaged Property or any part thereof, or makers or sureties
of this Mortgage or of the Obligations Secured, from any covenant of this
Mortgage or of the Obligations Secured, nor preclude Mortgagee from exercising
any right, power or privilege herein granted or intended to be granted in the
event of any other default then made or any subsequent default.

               (d) A portion of the Mortgaged Property may be released from the
lien of this Mortgage subject to and in accordance with the provisions of
Section 2.5 of the Loan Agreement.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1. Invalid Provisions Disregarded. If any term or provision of this
Mortgage or the application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Mortgage, or the
application of such term or the provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Mortgage shall be valid and be
enforced to the fullest extent permitted by law.

         6.2. Applicable Law. This Mortgage is delivered and intended to be
performed in the Commonwealth of Pennsylvania and shall be construed in
accordance with the laws of said Commonwealth.

         6.3. Notices. Unless otherwise expressly provided under this Mortgage,
all notices, requests, demands, directions and other communications
(collectively "notices") given to or made upon any party under the provisions of
this Mortgage (and unless otherwise specified, in each other Loan Document)
shall be in writing and shall be delivered by hand, nationally recognized
overnight courier or U.S. mail (certified, return receipt requested) to the
respective parties at the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:

                           If to Mortgagor:

                           Halifax Plaza Associates, L.P.
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention: Leo S. Ullman


                                      -26-
<PAGE>


                           with a copy to:

                           Stuart H. Widowski, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           If to Mortgagee:

                           Citizens Bank Of Pennsylvania
                           2001 Market Street, 6th Floor
                           Philadelphia, Pennsylvania  19103-7053
                           Attention:  Mr. Robert L. Schopf
                                       Vice President

                           with a copy to:

                           Pepper Hamilton LLP
                           400 Berwyn Park
                           899 Cassatt Road
                           Berwyn, Pennsylvania  19312
                           Attention: David H. Huggler, Esq.

All notices shall, except as otherwise expressly provided in this Mortgage, be
effective (a) in the case of hand-delivered notice, when hand delivered, (c) if
given by U.S. mail, upon delivery or, if delivery is refused, on the date
delivery is first attempted, and (d) if given by any other means (including by
air courier), when delivered.

         6.4. Captions. The captions appearing in this Mortgage are inserted
solely for convenience of reference and shall not constitute a part of this
Mortgage, nor shall they in any way affect its meaning, construction or effect.

         6.5. Construction. The word "Mortgagor" whenever used herein is
intended to and shall be construed to mean the partnership which executes these
presents, and its successors and assigns.

         6.6. Usury. Nothing herein contained nor any transaction related
thereto shall be construed or shall so operate either presently or prospectively
to require Mortgagor (a) to pay interest at a rate greater than is now lawful in
such case to contract for, but shall require payment of interest only to the
extent of such lawful rate, or (b) to make any payment or do any act contrary to
law, but if any clause or provision herein contained shall otherwise so operate
to invalidate this Mortgage or the Note secured hereby, in whole or in part,
then such clause or provision only shall be disregarded as though not herein
contained and the remainder of this Mortgage shall remain operative and in full
force and effect. Any interest paid in excess of the lawful rate shall be
refunded to Mortgagor. Such refund shall be made by application of the excessive
amount of interest paid against any sums outstanding under the Obligations
Secured and shall be applied in such order as Mortgagee may determine. If the


                                      -27-

<PAGE>

excessive amount of interest paid exceeds the sums outstanding under the
Obligations Secured, the portion exceeding the said sums outstanding under the
Obligations Secured shall be refunded in cash by Mortgagee. Any such crediting
or refund shall not cure or waive any default by Mortgagor hereunder or under
the Obligations Secured. Mortgagor agrees, however, that in determining whether
or not any interest payable under the Obligations Secured or this Mortgage
exceeds the highest rate permitted by law, any non-principal payment (except
payments specifically stated in the obligation to be "interest"), including,
without limitation prepayment premiums and late charges, shall be deemed, to the
extent permitted by law, to be an expense, fee, premium or penalty rather than
interest.

         6.7. Certain Advances. As contemplated by 42 Pa. C.S.A. ss.8 144, this
Mortgage secures, and the Obligations Secured include, the unpaid balances of
any advances made with respect to the Mortgaged Property for the payment of
taxes, assessments, maintenance charges, insurance premiums or costs incurred
for the protection of the Mortgaged Property or the lien of this Mortgage and
expenses incurred by Mortgagee by reason of default by Mortgagor under this
Mortgage.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







                                      -28-
<PAGE>


                  IN WITNESS WHEREOF, Mortgagor has caused these presents to be
duly executed under seal, the day and year first above written.

                                     HALIFAX PLAZA ASSOCIATES, L.P., a Delaware
                                     limited partnership, by its sole general
                                     partner, as follows:

                                         CIF-Halifax Plaza Associates, LLC, a
                                         Delaware limited liability company,
                                         by its sole member, as follows:

                                           Cedar Income Fund Partnership, L.P.,
                                           a Delaware limited partnership, by
                                           its sole general partner, as follows:

                                                Cedar Income Fund, Ltd., a
                                                Maryland corporation

Attest:________________________                 By:_____________________________
       Stuart H. Widowski                          Brenda J. Walker
       Secretary                                   Vice President

The address of the within-named
Mortgagee is:

Citizens Bank of Pennsylvania
2001 Market Street, 6th Floor
Philadelphia, Pennsylvania  19103-7053

_____________________________
On behalf of the Mortgagee


<PAGE>


STATE OF                     )
                             ) SS
COUNTY OF __________________ )


         On this, the ___ day of _____________, 2003, before me a Notary Public
in and for the State and County aforesaid, personally appeared Brenda J. Walker
and Stuart H. Widowski, who acknowledged themselves to be the Vice President and
Secretary, respectively, of Cedar Income Fund, Ltd., a Maryland corporation, the
sole general partner of Cedar Income Fund Partnership, L.P., a Delaware limited
partnership, the sole member of CIF-Halifax Plaza Associates, LLC, a Delaware
limited liability company, the sole general partner of HALIFAX PLAZA ASSOCIATES,
L.P., a Delaware limited partnership, and that as such officers being authorized
to do so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation, as sole general partner of the
partnership.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:


<PAGE>


                                    Exhibit A

                                Legal Description



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>38
<FILENAME>ex10-36.txt
<DESCRIPTION>EXHIBIT 10.36
<TEXT>
<PAGE>

                         ASSIGNMENT OF LEASES AND RENTS
                         ------------------------------

         THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is made this __
day of ____________, 2003, to be delivered on _______________, 2003, by HALIFAX
PLAZA ASSOCIATES, L.P., a Delaware limited partnership ("Assignor"), with an
office in care of Cedar Bay Realty Advisors, Inc., 44 South Bayles Avenue, Suite
304, Port Washington, New York 11050, and CITIZENS BANK OF PENNSYLVANIA, a
Pennsylvania state chartered savings bank ("Assignee"), with an office at 2001
Market Street, 6th Floor, Philadelphia, Pennsylvania 19103-7053.

                                   Background

         Assignor and Assignee have entered into a certain Loan Agreement dated
this date (as the same may be amended, modified or supplemented, from time to
time, the "Loan Agreement") pursuant to which Assignee has agreed to extend a
credit facility to Assignor in the principal amount of up to Four Million Two
Hundred Sixty Five Thousand Dollars ($4,265,000) (the "Loan"), which is
evidenced by a certain Promissory Note dated this date (the "Note") executed by
Assignor and made payable to the order of Assignee in the stated principal
amount of the Loan. The Note is secured, inter alia, by an Open-end Mortgage and
Security Agreement dated this date (the "Mortgage") given by Assignor to
Assignee encumbering Assignor's interest in certain land and the buildings and
improvements thereon known as Halifax Plaza located at 3761-3777 Peter's
Mountain Road in Halifax Township, Dauphin County, Pennsylvania (such land and
improvements, collectively, the "Project"), all as more particularly described
in Exhibit A attached hereto and made a part hereof.

         Assignee is willing to make the Loan to Assignor pursuant to the Loan
Agreement on certain conditions. One such condition is that payment shall be
secured by, in addition to the Mortgage and other things, an assignment of
Assignor's interest in the Leases and Rents more particularly described below.

         Assignor has agreed to assign to Assignee, on the terms and subject to
the conditions hereinafter set forth, all of Assignor's rights under all leases
in which Assignor is the landlord now or hereafter affecting the Project or any
portion thereof, together with all extensions, renewals and modifications
thereof and subleases thereunder, and together with all guaranties of any
tenant's or subtenant's performance thereunder (any such lease, as so extended,
modified, and renewed and with such subleases and guaranties thereof,
individually, a "Lease," and all such Leases, as so extended, modified and
renewed and with such subleases and guaranties thereof, collectively, the
"Leases"), all credits, cash, deposits (whether for the security or otherwise),
rents, advance rentals, issues, profits, revenues, royalties, accounts, rights,
benefits and income of every nature of and from the Project, including, without
limitation, minimum rents, additional rents, termination payments, forfeited
security deposits, liquidated damages following a default under a Lease by the
tenant thereunder and all proceeds payable under any policy of insurance
covering loss of rents resulting from untenantability due to destruction or
damage to the Project, together with the immediate and continuing right to
collect and receive the same, whether now due or hereafter becoming due, and
together with all rights and claims of any kind that Assignor may have against
any tenant, lessee or licensee under the Leases or against any other occupant of
the Project, any award or other payment which Assignor may hereafter become
entitled to receive with respect to any of the Leases as a result of or pursuant
to any bankruptcy, insolvency or reorganization or similar proceedings involving
the tenants under such Leases, and any and all payments made by or on behalf of

<PAGE>

any tenant of any part of the Project in lieu of rent, and all rents, oil and
gas or other mineral royalties, revenues and bonuses, issues and profits from
the Project, and the building improvements, the fixtures and the equipment
located thereon, including, without limitation, all revenues, receipts, income,
accounts, accounts receivable and other receivables including, without
limitation, revenues receipts, income, receivables and accounts relating to or
arising from rentals, rent equivalent income, income and profits from the
operation of the retail center on the Project, the provision or sale of goods
and services, and any other items of revenue, receipts or other income
(collectively, the "Rents") and all proceeds from the sale or other disposition
of the Leases and the right to receive and apply the Rents to the payment of the
Obligations Secured (as defined in the Mortgage), all on the terms and subject
to the conditions hereinafter set forth.

         Capitalized terms used in this Assignment without definition shall have
the same meanings ascribed to those terms in the Loan Agreement.

                                   Assignment

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to secure repayment of the Loan with interest and all
other sums due or to become due under the Loan Documents, Assignor, intending to
be legally bound, hereby agrees as follows:

         1. Assignment of Leases and Rents.

               (a) Assignor hereby conveys, transfers, assigns and sets over
unto Assignee all of Assignor's right, title, interest and privilege in, to and
under the Leases and the Rents. This Assignment includes, without limitation:

                   (i) All Rents (whether denoted as minimum rent, percentage
rent, additional rent or otherwise), income, profits and other sums due or to
become due under the Leases, or any of them;

                   (ii) All security deposits made by any tenant or subtenant
under any Lease (any such tenant or subtenant, together with any other person or
entity succeeding to all or any part of such tenant's or subtenant's interest
under said Lease, whether by assignment, sublease, operation of law or
otherwise, and any guarantor of all or any portion of such tenant's performance
under such Lease, are hereinafter referred to individually as a "Tenant" and
collectively, as the "Tenants"), to the extent they may be lawfully assigned.

                   (iii) Any payments made by any Tenant in lieu of Rent;

                   (iv) Any guaranties of payment or performance of any Tenant's
obligations under any Lease to the extent that they can lawfully be assigned;

                   (v) All claims, rights, privileges and remedies on the part
of Assignor, whether arising under the Leases or by statute or at law or in
equity or otherwise, arising out of or in connection with any failure by any
Tenant to pay the Rents or to perform any of its other obligations under its
Lease;

                                      -2-

<PAGE>

                   (vi) All rights, powers and privileges of Assignor to
exercise any election or option or to give or receive any notice, consent,
waiver or approval under or with respect to the Leases or the Rents; and

                   (vii) All other claims, rights, powers, privileges and
remedies of Assignor under or with respect to the Leases and the Rents,
including without limitation the right, power and privilege (but not the
obligation) to do any and all acts, matters and other things that Assignor is
entitled to do thereunder or with respect thereto.

               (b) Assignor covenants and agrees with Assignee that any
subsequent Leases of all or any portion of the Project shall be subject to all
of the terms and conditions of this Assignment (including, without limitation,
Section 3(b) hereof) and the other Loan Documents, and Assignor further
covenants and agrees with Assignee that any such subsequent Lease of all or any
portion of the Project shall automatically and without the necessity of any
further action by Assignor or Assignee be subject to the terms and conditions of
this Assignment, with the intent and effect that all Rents and other sums due
and becoming due under any such subsequent Lease shall automatically be assigned
hereby as security for the Loan and the performance of all of Assignor's
obligations under the Loan Documents.

               (c) Assignor agrees that it will, promptly upon receipt of
written request from Assignee, execute, acknowledge and deliver specific and
separate assignments of any or all of the Leases, including, without limitation,
assignments requested in connection with any sublease under any of the Leases or
any assignment, directly or indirectly, voluntarily or by operation of law,
thereof, or in connection with the entrance by Assignor into any subsequent
Lease.

         2. Limitations on Assignment.

               (a) This Assignment is given for the purpose of securing the Loan
and the performance by Assignor of all of its obligations under the Loan
Documents, and, accordingly, upon full and indefeasible repayment of the Loan
(including, without limitation, all principal, interest, fees and collection
costs) and the discharge of all of Assignor's other obligations under the Loan
Documents, this Assignment shall automatically become null and void.

               (b) Notwithstanding any provision herein to the contrary, this
Assignment is intended to be an absolute assignment from Assignor to Assignee
and not merely the granting of a security interest. The Leases and the Rents and
profits hereby assigned to Assignee are assigned subject only to the right of
Assignor to receive and use the Rents during any period for which rent payments
are to be paid to Assignor pursuant to the provisions of Section 9 hereof
(provided that Assignor shall have no right to receive and use Rents during the
existence of an Event of Default beyond any applicable cure periods).

         3. Assignor's Covenants.

               (a) Assignor hereby covenants that Assignor will not, without in
each case obtaining the prior written consent of Assignee: (i) cancel or
terminate or accept a surrender of any Lease other than by its terms or
following a default by the tenant thereunder; (ii) amend, modify or otherwise

                                      -3-

<PAGE>


change any Lease so as to decrease the term or reduce the rental due, or
discount, compromise or forgive any amounts due, or diminish any Tenant's
obligation with regard to the payment of taxes, insurance and other sums; (iii)
permit the payment of rent under any Lease more than thirty (30) days in advance
of the due date thereof, or anticipate, encumber or assign the Rents or any part
thereof or any interest therein; (iv) release any guarantor or surety of any
Tenant's obligations; (v) waive any material default under or material breach of
any Lease; or (vi) take any other action in connection with any Lease or any
Rent which would materially impair the value of the rights or interests of
Assignor or Assignee under or in such Lease.

               (b) Assignor covenants that Assignor will perform and observe all
of the covenants and requirements contained in the Mortgage and the Loan
Agreement with respect to the leasing of the Project or any portion thereof, and
Assignor further agrees upon request by Assignee from time to time to deliver
promptly to Assignee true, complete and correct copies of all Leases (and all
modifications, amendments, riders and addenda to any of the Leases) executed
after the date hereof. Assignor shall use all reasonable efforts to cause the
Tenants to execute and deliver to Assignee (such delivery to be within ten (10)
Business Days after requested by Assignor or such longer period provided in such
Lease) such certificates as to the status of the Leases, the rent, additional
rent and other charges payable thereunder, and the Tenants' and Assignor's
compliance with the terms thereof as Assignee may from time to time request (but
not more frequently than once per year so long as no Event of Default exists),
such certificates to be in form and substance reasonably satisfactory to
Assignee. Assignor shall use its good faith efforts to include in each Lease
executed after the date hereof a clause obligating the Tenant thereunder to
execute and deliver such certificates to Assignor and its mortgagees.

         4. Assignor's Obligations as Landlord. Assignor agrees that it will
perform all of its obligations as landlord under the Leases when due in all
material respects, use commercially reasonable efforts to enforce the
performance by the Tenants of all of their respective obligations under the
Leases and appear in and defend any action or proceeding arising out of or in
connection with any of the Leases. Assignor further agrees to send to Assignee
duplicate copies of any notice of default from any Tenant and any material
notice sent or received by Assignor.

         5. Assignee Not Bound To Perform Under Leases.

               (a) Notwithstanding any legal presumption to the contrary,
Assignee shall not be obligated by reason of their acceptance of this Assignment
to perform any obligation of Assignor as landlord under the Leases, or any of
them. Assignor shall at all times remain solely liable under the Leases for the
performance of the obligations of Assignor thereunder. However, Assignee may, at
its sole option, and without releasing Assignor from any obligation hereunder or
under the Leases, discharge any obligation which Assignor fails, after
reasonable notice from Assignee, to discharge, including, without limitation,
defending any legal action, and Assignor agrees to pay upon demand all sums
expended by Assignee in connection therewith, including reasonable counsel fees
and court costs, together with interest thereon at the Default Rate provided for
under the Loan Agreement, and the same shall be added to the indebtedness
evidenced by the Note and secured by the Mortgage and this Assignment.


                                      -4-

<PAGE>

         (b) Assignee shall not have any obligation to make any inquiry as to
the nature or sufficiency of any payment received by Assignee, or to present or
file any claim, or to take any action to collect or enforce the payment of any
amounts which have been assigned to Assignee or to which Assignee may be
entitled at any time or times. Assignor hereby agrees to indemnify Assignee and
save Assignee harmless from and against any and all loss, liability, damage
(excluding consequential damages) or expense (including, without limitation,
reasonable attorney's fees) arising from or as a result of any claim by any
Tenant or any other party arising under or in connection with the Leases, or any
of them, or this Assignment, whether by reason of any alleged obligation or
undertaking on Assignee's part to perform or discharge any of the covenants
contained in the Leases or otherwise unless resulting from the gross negligence
or willful misconduct of Assignee.

               (c) Neither the acceptance of this Assignment nor the collection
of Rent or other sums due or becoming due under the Leases assigned hereby shall
constitute a waiver of any rights of Assignee under the Loan Documents or any
other collateral now or hereafter mortgaged, pledged or assigned as collateral
for the Note and the performance of Assignor's obligations thereunder and under
the other Loan Documents. Assignor agrees that the procedures required by
Assignee hereunder are for the benefit of Assignee, their successors and assigns
only, and not for the benefit of Assignor, any Tenant or any other party.

         6. Representations and Warranties of Assignor. Assignor hereby
represents and warrants to Assignee, as a material inducement to Assignee to
accept this Assignment and to make the Loan, that:

               (a) Based on Assignor's best knowledge after diligent
investigation, Assignor has delivered to Assignee a true correct and complete
list and description of all Leases currently in existence with respect to the
use and occupancy of all or any portion of the Project;

               (b) Assignor has not executed any prior assignment of any of its
rights under any Leases except in favor of Assignee; and

               (c) Assignor has not done anything which would prevent Assignee
from or limit Assignee in operating under any of the provisions hereof.

         7. Bankruptcy and Other Proceeds. In furtherance and not in limitation
of the assignment set forth in Section 1 hereof:

               (a) Assignor hereby assigns to Assignee any award hereafter made
to Assignor in any court proceeding involving any of the Tenants in any
bankruptcy, insolvency, or reorganization in any state or Federal court.

               (b) Assignor assigns to Assignee any purchase proceeds receivable
by reason of any Tenant's exercising any right of first refusal or any option to
purchase the Project or any portion thereof as may be provided in any of the
Leases or any additions, amendments or supplements thereto.


                                      -5-

<PAGE>

         8. Events of Default.

               (a) The occurrence of any one or more of the following shall, at
the option of Assignee, constitute an event of default (each, an "Event of
Default") hereunder:

                   (i) Any representation or warranty or financial statement of
Assignor or Guarantor under this Assignment or under any of the other Loan
Documents shall be untrue in any material adverse respect when made (including
by omission of material information necessary to make such representation or
warranty or financial statement not misleading);

                   (ii) Assignor shall have failed to observe and perform any of
the terms, covenants, promises and agreements on its part to be observed and
performed under this Assignment and, except for the events specified in the
following subsections of this Section 8(a) (which shall be subject to the grace
or cure periods, if any, provided therein), such Default shall not have been
cured within thirty (30) days after written notice of such default shall have
been given to Assignor; provided that, if such Default is curable but not
reasonably capable of cure within such thirty (30) day period, Assignor shall
have such further period, not to exceed a period of sixty (60) days in the
aggregate, as may be required to cure such Default, on the condition that
Assignor commences such cure within the original thirty (30) day period and
thereafter diligently prosecutes such cure to completion;

                   (iii) An Event of Default shall have occurred under any other
Loan Document beyond any applicable cure periods; or

                   (iv) The occurrence of any material default by Assignor under
any Lease or number of Leases which individually or in the aggregate, in the
reasonable judgment of Assignee, has a material adverse effect on the financial
condition of Assignor or the Project.

               (b) Upon the occurrence of any Event of Default, Assignee shall
be entitled to exercise all or any of their rights and remedies under the Loan
Agreement, Note, Mortgage and this Assignment, or as may otherwise be available
to Assignee at law or in equity, in such order as Assignee may elect.

         9. Right of Assignee to Direct Payment of Rents. The assignment set
forth above includes the full and complete assignment by Assignor to Assignee of
all right, power and privilege of Assignor to direct the party to whom Rents are
to be paid. Such assignment of the right to direct payment of Rents is
unconditional and unrestricted, except that, so long as no Event of Default has
occurred, Assignor shall have a license to collect Rents which license may be
terminated and revoked by Assignee upon the occurrence of an Event of Default.
The Tenants shall be, and hereby are, irrevocably authorized to rely upon and
act in accordance with (and shall be fully protected in so doing) any notice or
demand by Assignee for the payment to Assignee or their nominee of any Rents
which may then be or thereafter become due under the Leases, and shall have no
duty to inquire whether any such notice or demand by Assignee conflicts with any
provision of this Assignment.

         10. Benefits and Burdens. This Assignment shall be binding upon
Assignor and its successors and assigns, including any subsequent owner of the
Project, and shall inure to the benefit of Assignee and its successors and

                                      -6-

<PAGE>

assigns. In furtherance and not in limitation of the foregoing, Assignee, as
holder of the Mortgage, shall have the right to assign all or a portion of
Assignee's rights, title, interest and privilege in and to the Leases and/or the
Rents to any subsequent holder of the Mortgage, and to assign the same to any
person acquiring title to the Project through foreclosure or otherwise.

         11. Notices. All notices required to be given to any of the parties
hereunder shall be in writing and shall be deemed to have been sufficiently
given for all purposes when sent in accordance with the notice provisions
contained in the Loan Agreement.

         12. Governing Law; Amendment. This Assignment is delivered and intended
to be performed in the Commonwealth of Pennsylvania and shall be governed and
construed in accordance with the laws of said Commonwealth. This Assignment may
only be amended by an instrument in writing executed by Assignor and Assignee.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                      -7-

<PAGE>


                  IN WITNESS WHEREOF, Assignor has duly executed this
Assignment, under seal, as of the day and year first above written.

                                     HALIFAX PLAZA ASSOCIATES, L.P., a Delaware
                                     limited partnership, by its sole general
                                     partner, as follows:

                                         CIF-Halifax Plaza Associates, LLC, a
                                         Delaware limited liability company,
                                         by its sole member, as follows:

                                           Cedar Income Fund Partnership, L.P.,
                                           a Delaware limited partnership, by
                                           its sole general partner, as follows:

                                                Cedar Income Fund, Ltd., a
                                                Maryland corporation

Attest:________________________                 By:_____________________________
       Stuart H. Widowski                          Brenda J. Walker
       Secretary                                   Vice President


<PAGE>


STATE OF                       )
                               ) SS
COUNTY OF __________________   )


         On this, the ___ day of _____________, 2003, before me a Notary Public
in and for the State and County aforesaid, personally appeared Brenda J. Walker
and Stuart H. Widowski, who acknowledged themselves to be the Vice President and
Secretary, respectively, of Cedar Income Fund, Ltd., a Maryland corporation, the
sole general partner of Cedar Income Fund Partnership, L.P., a Delaware limited
partnership, the sole member of CIF-Halifax Plaza Associates, LLC, a Delaware
limited liability company, the sole general partner of HALIFAX PLAZA ASSOCIATES,
L.P., a Delaware limited partnership, and that as such officers being authorized
to do so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation, as sole general partner of the
partnership.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:


<PAGE>


                                    Exhibit A

                                Legal Description

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>39
<FILENAME>ex10-37.txt
<DESCRIPTION>EXHIBIT 10.37
<TEXT>
<PAGE>

                          GENERAL COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT

         THIS GENERAL COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this
"Agreement") made this _____ day of ___________, 2003, to be delivered on
______________, 2003, by and between HALIFAX PLAZA ASSOCIATES, L.P., a Delaware
limited partnership ("Debtor"), with an office in care of Cedar Bay Realty
Advisors, Inc., 44 South Bayles Avenue, Suite 304, Port Washington, New York
11050, and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered savings
bank ("Lender"), with an office at 2001 Market Street, 6th Floor, Philadelphia,
Pennsylvania 19103-7053.

                                   Background

         Debtor and Lender have entered into a certain Loan Agreement dated this
date (as the same may be amended, modified or supplemented, from time to time,
the "Loan Agreement") pursuant to which Lender has agreed to extend a credit
facility to Debtor in the principal amount of up to Four Million Two Hundred
Sixty Five Thousand Dollars ($4,265,000) (the "Loan"), which Loan is evidenced
by a certain Promissory Note dated this date (the "Note") executed by Debtor and
made payable to the order of Lender in the stated principal amount of the Loan.
The Note is secured, inter alia, by an Open-end Mortgage and Security Agreement
dated this date (the "Mortgage") given by Debtor to Lender covering certain land
and the buildings and improvements thereon known as Halifax Plaza located at
3761-3777 Peter's Mountain Road in Halifax Township, Dauphin County,
Pennsylvania (collectively, the "Project").

         Lender is willing to make the Loan to Debtor pursuant to the Loan
Agreement on certain conditions. One such condition is that payment shall be
secured by, in addition to the Mortgage and other things, a security interest in
favor of Lender in the Collateral. In order to induce Lender to make the Loan to
Debtor, and to secure the obligations of Debtor to Lender under the Loan
Agreement and otherwise, Debtor is willing to grant to Lender a security
interest in such Collateral.

                                    Agreement

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to secure repayment of the Loan with interest and all
other sums due or to become due under the Loan Documents, Debtor and Lender,
intending to be legally bound, hereby agree as follows:

         1. Definitions. As used in this Agreement, the following terms have the
following meanings (terms defined in the singular to have a correlative meaning
when used in the plural), unless the context hereof otherwise clearly requires:

<PAGE>

         "Account" shall be used herein as defined in the Uniform Commercial
Code, but in any event shall include, but not be limited to, all fees, charges,
accounts and other payments for the lease, use or occupancy of the retail center
comprising a portion of the Project, and any other right to payment for goods or
other property sold or leased or for services rendered which is not evidenced by
an instrument or chattel paper, whether or not it has been earned by performance
including all rights to payment of rents under a lease and payment under a
charter or other contract and all rights incident to such lease, charter or
contract.

         "Chattel Paper" shall be used herein as defined in the Uniform
Commercial Code, but in any event shall include, but not be limited to, a
writing or writings which evidence both a monetary obligation and a security
interest in or a lease of specific goods.

         "Collateral" shall have the meaning ascribed to such term in Section 2
below.

         "Document of Title" shall be used herein as defined in the Uniform
Commercial Code, but in any event shall include, but not be limited to, a bill
of lading, dock warrant, dock receipt, warehouse receipt or order for the
delivery of goods, and also any other document which in the regular course of
business or financing is treated as adequately evidencing that the Person in
possession of it is entitled to receive, hold and dispose of the document and
the goods it covers.

         "Equipment" shall be used herein as defined in the Uniform Commercial
Code but in any event shall include, but not be limited to, tangible personal
property held by Debtor for use primarily in business and shall include
equipment, machinery, furniture, vehicles, fixtures, furnishings, dyes, tools,
and all accessories and parts now or hereafter affixed thereto as well as all
replacements, substitutes, accessories, additions and improvements to any of the
foregoing.

         "Event of Default" under this Agreement shall include the following:

                   (i) any occurrence of an Event of Default as defined in the
Loan Agreement, or in any other Loan Document beyond any applicable cure
periods;

                   (ii) any representation or warranty made by Debtor in this
Agreement shall be false or misleading in any material adverse respect when
made; or

                   (iii) Debtor shall have failed to observe and perform any of
the terms, covenants, promises and agreements on its part to be observed and
performed under this Agreement and such Default shall not have been cured within
thirty (30) days after written notice of such default shall have been given to
Debtor; provided that, if such Default is curable but not reasonably capable of
cure within such thirty (30) day period, Debtor shall have such further period,
not to exceed a period of sixty (60) days in the aggregate, as may be required
to cure such Default, on the condition that Debtor commences such cure within
the original thirty (30) day period and thereafter diligently prosecutes such
cure to completion;

                                      -2-

<PAGE>

         "General Intangibles" shall be used herein as defined in the Uniform
Commercial Code but in any event shall include, but not be limited to, all
personal property of every kind and description, contract rights (including any
rights under any construction or operating contracts entered into in connection
with the Project), choses in action, investment property and all rights therein
and thereto, books, records, customer lists, tax, insurance and other kinds of
refunds, patents, trademarks, copyrights, trade names, plans (including any
plans to be used in connection with the Project), licenses, permits (including
any permits issued in connection with the Project) and other rights in personal
property.

         "Instruments" shall be used herein as defined in the Uniform Commercial
Code, but in any event shall include, but not be limited to, a negotiable
instrument or a security or any other writing which evidences a right to the
payment of money and is not itself a security agreement or lease and is of a
type which is, in the ordinary course of business, transferred by delivery with
any necessary endorsement or assignment.

         "Inventory" shall be used herein as defined in the Uniform Commercial
Code but in any event shall include, but not be limited to, tangible personal
property held by Debtor (or in which Debtor has an interest in mass or a joint
or other interest) for sale or lease or to be furnished under contracts of
service, tangible personal property which Debtor has so leased or furnished, and
raw materials, work in process and materials used, produced or consumed in
Debtor's business, and shall include tangible personal property returned to
Debtor by the purchaser following a sale thereof by Debtor and tangible personal
property represented by documents of title. All equipment, accessories and parts
at any time attached or added to items of Inventory or used in connection
therewith shall be deemed to be part of the Inventory.

         "Obligations" shall be used herein as defined in the Loan Agreement.

         "Proceeds" shall be used herein as defined in the Uniform Commercial
Code but, in any event, shall include, but not be limited to, (i) any and all
proceeds of any insurance (whether or not Lender is named as the loss payee
thereof), indemnity, warranty or guaranty payable to Debtor or Lender from time
to time with respect to any of the Collateral, (ii) any and all payments (in any
form whatsoever) made or due and payable to Debtor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental Authority
(or any person acting under color of Governmental Authority), (iii) any and all
amounts received when Collateral is sold, exchanged, collected or disposed of,
and (iv) any and all other amounts from time to time paid or payable under or in
connection with any of the Collateral.

         "Uniform Commercial Code" shall mean the Uniform Commercial Code in
effect on the date hereof and as amended from time to time, and as enacted in
the Commonwealth of Pennsylvania or in any state or states which, pursuant to
the Uniform Commercial Code as enacted in the Commonwealth of Pennsylvania, has
jurisdiction with respect to all, or any portion of, the Collateral or this
Security Agreement, from time to time.


                                      -3-
<PAGE>

Capitalized terms used in this Agreement without definition shall have the same
meanings ascribed to those terms in the Loan Agreement.

         2. Grant of Security Interest. As security for the payment and
performance of the Obligations, Debtor hereby pledges, assigns, hypothecates,
delivers and assigns to Lender, and creates in favor of Lender a security
interest in and to, all right, title and interest of Debtor in and to all
personal property and fixtures of Debtor including, without limitation all
right, title and interest of Debtor in and to the following property, in each
case whether now existing or hereafter acquired, created or arising
(collectively, the "Collateral"):

               (a) All Equipment in all of its forms, wherever located;

               (b) All Inventory in all of its forms, wherever located;

               (c) All Accounts, in all of their forms, wherever located;

               (d) All General Intangibles in all their forms, wherever located,
including (i) all permits, licenses, franchises and other governmental
authorizations, to the extent lawfully assignable, including but not limited to,
allocations of sewer or other utility capacity now or hereafter issued in
connection with the design, construction, renovation, development, occupation
and/or operation of the Project (collectively, the "Permits") and (ii) any and
all contracts and agreements, whether now in existence or hereafter entered
into, (A) with contractors, architects, engineers and other design professionals
(including all rights of Debtor to all plans and specifications prepared with
respect to the Project), developers, management companies, leasing agents, and
other suppliers of services or materials relating directly or indirectly to the
development, construction, operation or management of the Project, (B) providing
for payments to be made to Debtor by any person or entity in connection with the
Project (including, without limitation, all warranties, guaranties and
indemnities now or hereafter made by any person or entity relating to the
Project), (C) with any governmental authority relating to the development of the
Project or off-site improvements related thereto, or (D) granting or creating
any easements or licenses benefiting the Project (collectively, the
"Agreements");

               (e) All fixtures in all their forms, wherever located;

               (f) All Documents of Title, Chattel Paper, Instruments, balances
in any bank deposits of Debtor (in the case of tenant security deposits, subject
to the rights of tenants), and securities held in brokerage accounts of Debtor;
and

               (g) All Proceeds of any and all of the foregoing.

         3. Representations and Warranties. Debtor represents and warrants as
follows:

               (a) Status. Debtor is a limited liability company duly organized,
validly existing and subsisting under the laws of the State of Delaware. Debtor
has all necessary power and authority to own its property and assets and to


                                      -4-
<PAGE>

transact the business in which it is engaged or presently proposes to engage.
Debtor has qualified to do business in each State or jurisdiction where its
business or operations so require.

               (b) Authority to Execute Agreement, Binding Agreement. Debtor has
the power to execute, deliver and perform its obligations under this Agreement
and each Loan Document to which it is, or is to be, a party (including, without
limitation, the right and power to give Lender a security interest in the
Collateral) and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement and each Loan Document to which it
is, or is to be, a party. This Agreement has been duly executed by Debtor. This
Agreement constitutes the legal, valid and binding obligation of Debtor,
enforceable against Debtor in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization and similar laws of general application relating to or affecting
the rights and remedies of creditors.

               (c) Debtor's Title. Except for the security interests granted
hereunder or otherwise to Lender and except as may be otherwise specifically
permitted under any other Loan Document, Debtor is, as to all Collateral
presently owned, and shall be as to all Collateral hereafter acquired, the owner
of said Collateral free from any lien, security interest, or other encumbrance.
No Uniform Commercial Code financing statements naming Debtor as debtor are on
file in any jurisdictions except those filed in favor of Lender as secured party
pursuant to this Agreement. Debtor has not executed any prior assignment of any
of its rights under any of the Collateral or granted any other security interest
therein except in favor of Lender.

               (d) Taxes and Assessments. All assessments and taxes due and
payable by, or imposed, levied or assessed against, Debtor or any of its
property, real or personal, tangible or intangible have been paid prior to
becoming delinquent, subject to applicable extensions.

               (e) Location of Collateral. The Collateral is located at the
locations specified on Schedule A hereto. Debtor has a valid fee simple estate
in the real property where such Collateral is located, and except for the
Mortgage and other liens granted to Lender there exists no mortgages or other
liens on any such real property except as permitted under the Loan Agreement.

               (f) Location of Debtor. The location of the primary office of
Debtor and the location of the office where Debtor keeps its books and records
concerning the Accounts is specified on Schedule B attached hereto. If Debtor
has a place or places of business in only one county in the State of Delaware
or, if it otherwise resides in Delaware, then the county of such business or
residence is set forth on Schedule B attached hereto. Also listed on Schedule B
is each other location where Debtor maintains a place of business or resides.

               (g) Instruments. All Instruments representing any Collateral,
together with all necessary endorsements, have been delivered to Lender.


                                      -5-
<PAGE>

               (h) Names Used by Debtor. (i) Debtor has no trade names, (ii)
Debtor has not used any name other than that stated in the preamble and (iii) no
entity has merged into Debtor or been acquired by Debtor.

               (i) Perfected Security Interest. This Agreement creates a valid
security interest in the Collateral securing payment of the Obligations, subject
only to prior security interests granted in favor of Lender and to the possible
limits on the assignability of Permits referred to in Section 2(d). Upon filing
of the Uniform Commercial Code financing statements in the offices set forth on
Schedule C hereto, all security interests which may be perfected by filing shall
have been duly perfected. Except for the filing of the Uniform Commercial Code
financing statements referred to in the preceding sentence and the delivery of
the Instruments referred to in paragraph (g) above, no action is necessary to
create, perfect or protect such security interest. Without limiting the
generality of the foregoing, except for the filing of said financing statements,
no consent of any third parties and no authorization, approval or other action
by, and no notice to of filing with any Governmental Authority or regulatory
body is required for (i) the execution, delivery and performance of this
Agreement, (ii) the creation or perfection of the security interest in the
Collateral or (iii) the enforcement of Lender's rights hereunder.

               (j) Absence of Conflicts with Other Agreements. Neither the
pledge of the Collateral hereunder nor any of the provisions hereof (including,
without limitation, the remedies provided hereunder) violates any of the
provisions of any organizational documents or partnership agreements of Debtor,
or any other agreement to which Debtor is a party or, to the best of Borrower's
knowledge after diligent inquiry, any part of the Project is subject, or any
judgment, decree, order or award of any court, Governmental Authority or
arbitrator or any applicable law, rule or regulation applicable to the same.

         4. Covenants. Debtor covenants that:

               (a) Filing of Financing Statements and Preservation of Interests.
Immediately upon execution hereof, Debtor hereby authorizes Lender to cause to
be duly filed in each office set forth on Schedule C hereto Uniform Commercial
Code financing statements, in form and substance satisfactory to Lender. Without
limiting the obligation of Debtor set forth in the preceding sentence, Debtor
hereby authorizes Lender, and appoints Lender as its attorney-in-fact, to file
in such office or offices as Lender deems necessary or desirable such financing
and continuation statements and amendments and supplements thereto, and such
other documents as Lender may require to perfect, preserve and protect the
security interests granted herein. At any time and from time to time that any
Collateral consists of Instruments or other items that require possession by the
secured party to perfect the security interest created hereby, Debtor shall
deliver such Collateral to Lender. Debtor shall cause all Chattel Paper
constituting Collateral to be delivered to Lender, or, if such delivery is not
possible, then to cause such Chattel Paper to contain a legend noting that it is
subject to the security interest created by this Agreement.


                                      -6-
<PAGE>

               (b) Notice of Changes in Representations. Debtor shall notify
Lender in advance of any event or condition which could cause any representation
set forth in Section 3 above to fail to be true, correct and complete in any
material adverse respect.

               (c) Use and Condition of Equipment. Each item of Equipment will
be maintained in good operating condition, ordinary wear and tear and damage by
insured casualty excepted, and Debtor will provide all maintenance service and
repairs necessary for such purpose. Lender may examine and inspect the
Collateral at any reasonable time or times wherever located, subject to rights
of Tenants, under leases permitted under the Loan Agreement.

               (d) Insurance. Debtor shall maintain or cause to be maintained,
with financially sound and reputable insurers, insurance with respect to the
Collateral against loss or damage of the kinds and in the amounts customarily
insured against by entities of established reputation having similar properties
similarly situated and in such amounts as are customarily carried under similar
circumstances by other such Persons and otherwise as is prudent for Persons
engaged in similar businesses but in any event sufficient to cover the full
replacement cost thereof consistent with the requirements of the Mortgage.
Debtor shall cause each insurance policy issued in connection herewith to
provide, and the insurer issuing such policy to certify to Lender that (i)
Lender will be named as lender loss payee under each such insurance policy; (ii)
if such insurance be proposed to be cancelled or materially changed for any
reason whatsoever, such insurer will promptly notify Lender and such
cancellation or change shall not be effective as to Lender for at least thirty
(30) days after receipt by Lender of such notice, unless the effect of such
change is to extend or increase coverage under the policy; and (iii) Lender will
have the right (but no obligation) at its election to remedy any default in the
payment of premiums within thirty (30) days of notice from the insurer of such
default. Loss payments in each instance will be paid to Lender and made
available to Debtor to the extent provided in the Mortgage, and if any such
payments are paid to Debtor rather than to Lender, such payments shall be held
in trust for and immediately paid over to Lender unless otherwise provided in
the Mortgage or otherwise directed in writing by Lender. Copies of such policies
or the related certificates, in each case, naming Lender as lender loss payee
shall be delivered to Lender annually at the time of the delivery of the
financial statements referred to in the Loan Agreement and at the time any new
policy of insurance is issued. Borrower shall also comply with all requirements
regarding insurance set forth in the Loan Agreement and the Mortgage and, in the
event of any conflict between the insurance provisions in this Agreement and
such provisions in the Loan Agreement and the Mortgage, such provisions in the
Loan Agreement and Mortgage shall govern.

               (e) Transfer of Collateral. Other than the disposition of items
of Collateral in the ordinary course of Debtor's business as presently conducted
or as otherwise permitted under the terms of the Loan Agreement, Debtor shall
not sell, assign, transfer, encumber or otherwise dispose of any Collateral
without the prior written consent of Lender. For purposes of this provision,
"dispose of Collateral" shall include, without limitation, the creation of a
security interest or other encumbrance (whether voluntary or involuntary) on
such Collateral.


                                      -7-
<PAGE>

               (f) Taxes and Assessments. Debtor shall, subject to any contest
rights specifically set forth in any other Loan Document, promptly pay when due
and payable prior to delinquency, subject to applicable extensions all taxes and
assessments imposed upon the Collateral or operations or business of Debtor.

               (g) Inventory. Debtor shall not return any Inventory to the
supplier thereof, except for damaged or unsalable Inventory or otherwise in the
ordinary course of Debtor's business. Without limiting the generality of the
foregoing, in the event Debtor becomes a "debtor in possession" as defined in 11
U.S.C. ss.1101 (or any successor thereto), Debtor agrees not to move pursuant to
11 U.S.C. ss.546 (or any successor thereto) for permission to return goods to
any creditor which shipped such goods to Debtor without Lender's written consent
and Debtor hereby waives any rights to return such Inventory arising under
Section 546(h) of the Bankruptcy Code, 11 U.S.C. ss.546(h), or any successor
section thereto.

               (h) Defense of Lender's Rights. Debtor warrants and will defend
Lender's right, title and security interest in and to the Collateral against the
claims of any Persons.

               (i) Permits and Agreements: Collateral. Debtor hereby covenants
that Debtor will not, without the prior written consent of Lender: (A) cancel or
terminate any of the Permits or Agreements or accept a surrender thereof, (B)
materially modify, amend or otherwise change any of the Permits or Agreements,
either orally or in writing, (C) except as may be specifically permitted by the
other Loan Documents, assign, pledge or hypothecate any portion of the
Collateral, grant a security interest therein, or otherwise sell, convey or
transfer any portion thereof to any person or entity other than Lender; or (D)
enter into any material agreement after the date hereof which could be binding
upon Lender if it assumed control of the Project pursuant to the enforcement of
remedies following an Event of Default unless terminable by Lender without
penalty and on not more than thirty (30) days notice. Debtor will provide Lender
with copies of all Permits and Agreements within ten (10) days of their
execution or receipt, as applicable, by Debtor. Debtor agrees that it will
perform all of its obligations under the Collateral, enforce (short of
termination) the performance by any other parties thereto of all of their
respective obligations thereunder and appear in and defend any action or
proceeding arising out of or in connection with any of the Collateral. Debtor
further agrees to send to Lender duplicate copies of all notices of default or
termination sent or received by Debtor under or with respect to any of the
Collateral.

               (j) Other Assurances. Debtor agrees that from time to time, at
the expense of Debtor, it will promptly execute and deliver all such further
instruments and documents, and take all such further action as may be necessary
or desirable, or as Lender may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable Lender to exercise and enforce its rights and remedies hereunder and with
respect to any Collateral or to otherwise carry out the purposes of this
Agreement.

         5. Remedies Upon Default. Upon the occurrence and during the
continuation of an Event of Default, Lender may exercise, in addition to any
other rights and remedies provided herein, under other contracts and under law,

                                      -8-

<PAGE>

all the rights and remedies of a secured party under the Uniform Commercial
Code. Without limiting the generality of the foregoing, upon the occurrence and
during the continuation of an Event of Default, (a) at the request of Lender,
Debtor shall, at its cost and expense, assemble the Collateral as directed by
Lender; (b) Lender shall have the right to notify any account debtors and any
obligors under instruments to make payments directly to Lender; (c) Lender may,
without notice except as provided below, sell the Collateral at public or
private sale, on such terms as Lender, in its sole discretion, deems to be
commercially reasonable. Debtor agrees that fifteen (15) days' notice of any
such sale shall constitute sufficient notice. Lender may purchase collateral at
any such sale. Debtor shall be liable to Lender for any deficiency amount.

         6. Obligations Absolute.

               (a) CHANGE OF CIRCUMSTANCE. THE RIGHTS OF LENDER HEREUNDER AND
THE OBLIGATIONS OF DEBTOR HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, SHALL
NOT BE SUBJECT TO ANY COUNTERCLAIM, SETOFF, RECOUPMENT OR DEFENSE BASED UPON ANY
CLAIM THAT DEBTOR OR ANY OTHER PERSON MAY HAVE AGAINST EACH OTHER AND SHALL
REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO AND, EXCEPT BY FULL AND
INDEFEASIBLE PAYMENT OF THE LOAN (INCLUDING, WITHOUT LIMITATION, ALL PRINCIPAL,
INTEREST, FEES AND REASONABLE COLLECTION COSTS), SHALL NOT BE RELEASED,
DISCHARGED OR IN ANY WAY AFFECTED BY ANY CIRCUMSTANCE OR CONDITION (WHETHER OR
NOT DEBTOR SHALL HAVE ANY NOTICE OR KNOWLEDGE THEREOF) INCLUDING, WITHOUT
LIMITATION, (I) ANY AMENDMENT OR MODIFICATION OF OR SUPPLEMENT TO THE LOAN
AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT (INCLUDING, WITHOUT LIMITATION,
INCREASING THE AMOUNT OR EXTENDING THE MATURITY OF THE OBLIGATIONS); (II) ANY
WAIVER, CONSENT, EXTENSION, INDULGENCE OR OTHER ACTION OR INACTION UNDER OR IN
RESPECT OF ANY SUCH AGREEMENTS OR INSTRUMENTS, OR ANY EXERCISE OR NONEXERCISE OF
ANY RIGHT, REMEDY, POWER OR PRIVILEGE UNDER OR IN RESPECT OF ANY SUCH AGREEMENTS
OR INSTRUMENTS, OR ANY EXERCISE OR NONEXERCISE OF ANY RIGHT, REMEDY, POWER OR
PRIVILEGE UNDER OR IN RESPECT OF ANY SUCH AGREEMENTS OR INSTRUMENTS, (III) ANY
INVALIDITY OR UNENFORCEABILITY, IN WHOLE OR IN PART, OF ANY TERM HEREOF OR OF
THE LOAN AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT; (IV) ANY FAILURE ON THE
PART OF DEBTOR OR ANY OTHER PERSON FOR ANY REASON TO PERFORM OR COMPLY WITH ANY
TERM OF THE LOAN AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT; (V) ANY
FURNISHING OR ACCEPTANCE OF ANY ADDITIONAL SECURITY OR GUARANTY; (VI) ANY
RELEASE OF THE DEBTOR OR ANY OTHER PERSON OR ANY RELEASE OF ANY OR ALL SECURITY
OR ANY OR ALL GUARANTEES FOR THE OBLIGATIONS, WHETHER ANY SUCH RELEASE IS
GRANTED IN CONNECTION WITH A BANKRUPTCY OR OTHERWISE; (VII) ANY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, ARRANGEMENT, READJUSTMENT, COMPOSITION, LIQUIDATION
OR SIMILAR PROCEEDING WITH RESPECT TO DEBTOR OR ANY OTHER PERSON OR THEIR


                                      -9-

<PAGE>



RESPECTIVE PROPERTIES OR CREDITORS; (VIII) THE APPLICATION OF PAYMENTS RECEIVED
BY LENDER FROM ANY SOURCE WHICH WERE LAWFULLY USED FOR SOME OTHER PURPOSE BUT
WHICH LAWFULLY COULD HAVE BEEN APPLIED TO THE PAYMENT, IN FULL OR IN PART, OF
THE OBLIGATIONS; OR (IX) ANY OTHER OCCURRENCE WHATSOEVER, WHETHER SIMILAR OR
DISSIMILAR TO THE FOREGOING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
AT ANY TIME THAT THE LOAN AGREEMENT IS AMENDED TO INCREASE THE AMOUNT OF THE
OBLIGATIONS THEREUNDER, THE AMOUNT OF THE OBLIGATIONS SECURED HEREBY SHALL BE
ACCORDINGLY INCREASED.

               (b) No Duty To Marshal Assets. Lender shall not have any
obligation to marshal any assets in favor of Debtor or any other Person or
against or in payment of any or all of the Obligations.

               (c) Waivers. Debtor hereby waives promptness, diligence and
notice of acceptance of this Agreement. In connection with any sale or other
disposition of Collateral, Debtor waives any right of redemption or equity of
redemption in the Collateral. Debtor (to the extent that it may lawfully do so)
covenants that it shall not at any time insist upon or plead, or in any manner
claim or take the benefit of, any stay, valuation, appraisal or redemption now
or at any time hereafter in force that, but for this waiver, might be applicable
to any sale made under any judgment, order or decree based on this Agreement;
and Debtor (to the extent that it may lawfully do so) hereby expressly waives
and relinquishes all benefit of any and all such laws and hereby covenants that
it will not hinder, delay or impede the execution of any power in this Agreement
delegated to Lender, but that it will suffer and permit the execution of every
such power as though no such law or laws had been made or enacted.

               (d) Debtor further waives, to the fullest extent permitted by
law, any right it may have under the constitution of the Commonwealth of
Pennsylvania (or under the constitution of any other state in which any of the
Collateral may be located), or under the Constitution of the United States of
America, to notice (except for notice specifically required hereby, the Loan
Agreement or any other Loan Document) or to a judicial hearing prior to the
exercise of any right or remedy provided by this Agreement to Lender, and waives
its rights, if any, to set aside or invalidate any sale duly consummated in
accordance with the foregoing provisions hereof on the grounds (if such be the
case) that the sale was consummated without a prior judicial hearing.

               (e) DEBTOR'S WAIVERS UNDER THIS SECTION 6 HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER DEBTOR HAS BEEN APPRISED AND
COUNSELED BY ITS ATTORNEY AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE
RIGHTS.


                                      -10-
<PAGE>

         7. Non-Waiver and Non-Exclusive Remedies.

               (a) Non-Exclusive Remedies. Any Event of Default under this
Agreement beyond any applicable cure periods shall constitute an Event of
Default under each of the Loan Documents, and, in any such event, Lender shall
be entitled to exercise all or any of its rights and remedies under the Loan
Agreement, Note, Mortgage or this Agreement, or as may otherwise be available to
Lender at law or in equity, in such order as Lender may elect; no remedy or
right herein conferred upon, or reserved to Lender is intended to be to the
exclusion of any other remedy or right, but each and every such remedy or right
shall be cumulative and shall be in addition to every other remedy or right
given hereunder or under any other contract or under law.

               (b) Delay and Non-Waiver. No delay or omission by Lender to
exercise any remedy or right hereunder shall impair any such remedy or right or
shall be construed to be a waiver of any Event of Default, or an acquiescence
therein, nor shall it affect any subsequent Event of Default of the same or of a
different nature.

         8. Standard of Care.

               (a) In General. No act or omission of Lender (or any agent or
employee of Lender) shall give rise to any defense, counterclaim or offset in
favor of Debtor or any claim or action against Lender (or any agent or employee
of Lender), in the absence of gross negligence or willful misconduct of Lender.
Lender shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which Lender accords to its own property,
it being understood that it has no duty to take any action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral or to preserve any rights of any parties and shall only be liable
for losses which are a result of it gross negligence or willful misconduct.
However, Lender may, at its sole option, and without releasing Debtor from any
obligation hereunder or under the Collateral, discharge any obligation which
Debtor fails to discharge, including, without limitation, defending any legal
action, and Debtor agrees to pay upon demand all sums expended by Lender in
connection therewith, including counsel fees and court costs, together with
interest thereon at the Default Rate, and the same shall be added to the
indebtedness evidenced by the Note and secured by the Mortgage and this
Agreement. Neither the acceptance of this Agreement nor the collection of any
sums due or becoming due under the Collateral assigned hereby shall constitute a
waiver of any rights of Lender under the Loan Documents or any other collateral
now or hereafter mortgaged, pledged or assigned as collateral for the Note and
the performance of Debtor's obligations thereunder and under the remainder of
the Loan Documents. Debtor agrees that the procedures required by Lender
hereunder are for the benefit of Lender, its successors and assigns, only and
not for the benefit of Debtor, or any other party.

               (b) Reliance on Advice of Counsel. In taking any action under
this Agreement, Lender shall be entitled to rely upon the advice of counsel of


                                      -11-
<PAGE>

Lender's choice and shall be fully protected in acting on such advice whether or
not the advice rendered is ultimately determined to have been accurate.

         9. Specific Performance. Debtor hereby authorizes Lender to demand
specific performance of this Agreement at any time when Debtor shall have failed
to comply with any provision hereof, and Debtor hereby irrevocably waives any
defense based on the adequacy of a remedy at law which might be asserted as a
bar to the remedy of specific performance hereof in any action brought therefor.

         10. Relationship with Loan Agreement. If any of the terms hereof are
inconsistent with those of the Loan Agreement, those of the Loan Agreement shall
control.

         11. Jurisdiction; Waiver of Jury Trial.

               (a) Jurisdiction. For the purpose of any action that may be
brought in connection with this Agreement, Debtor hereby consents to the
jurisdiction and venue of the courts of the Commonwealth of Pennsylvania or of
any federal court located in such Commonwealth. Debtor waives the right to
contest the jurisdiction and venue of the courts located in the Commonwealth of
Pennsylvania on the ground of inconvenience or otherwise.

               (b) WAIVER OF JURY TRIAL. NEITHER LENDER NOR DEBTOR NOR ANY OTHER
PERSON LIABLE FOR THE INDEBTEDNESS TO LENDER, NOR ANY ASSIGNEE, SUCCESSOR, HEIR
OR PERSONAL REPRESENTATIVE OF ANY SUCH PERSON SHALL SEEK A JURY TRIAL IN ANY
PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTE, ANY OTHER
DOCUMENT EXECUTED IN CONNECTION HEREWITH, ANY COLLATERAL FOR THE PAYMENT HEREOF
OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS, OR ANY OF
THEM. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION INTO ONE IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH
PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION
REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY
HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER DOCUMENT EXECUTED
IN CONNECTION HEREWITH, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN
FULLY DISCLOSED BY AND TO THE PARTIES HERETO AND THE PROVISIONS HEREOF SHALL BE
SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO
ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED
IN ALL INSTANCES.


                                      -12-
<PAGE>

         12. Miscellaneous.

               (a) Assignment. Lender may assign or transfer all or any portion
of its interests in this Agreement and any or all rights or obligations
hereunder without the consent of Debtor and without prior notice. Debtor shall
not assign or transfer this Agreement or any rights or obligations hereunder
without the prior written consent of Lender.

               (b) Benefit. The rights and privileges of Lender under this
Agreement shall inure to the benefit of its successors, assigns and
participants. All promises, covenants and agreements of Debtor contained in this
Agreement shall be binding upon any successors and assigns of Debtor.

               (c) Notices. Any notice contemplated herein or required or
permitted to be given hereunder shall be made in the manner set forth in the
Loan Agreement.

               (d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.

               (e) Severability. If any of the provisions or terms of this
Agreement shall for any reason be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any of the other terms hereof,
but this Agreement shall be construed as if such invalid or unenforceable term
had never been contained herein. Any such invalidity or unenforceability in a
particular jurisdiction shall not be deemed to render a provision invalid or
unenforceable in any other jurisdiction.

               (f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one instrument.

               (g) Costs and Expenses. Whether or not the transactions
contemplated by this Agreement are fully consummated, Debtor shall promptly pay
(or reimburse, as Lender may elect) all reasonable out-of-pocket and all
extraordinary costs and expenses which Lender has incurred or may incur in
connection with the negotiation, preparation, administration and enforcement of
this Agreement and all amendments, waivers, modifications and supplements
hereto, the perfection and protection of the Collateral, and the collection of
all amounts due hereunder.

               (h) Indemnification. Debtor shall indemnify, reimburse and hold
harmless all Indemnitees from and against any and all losses, claims,
liabilities, damages, penalties, suits, costs and expenses, of any kind or
nature, (including fees relating to the cost of investigating and defending any
of the foregoing) imposed on, incurred by or asserted against such Indemnitees
in any way related to or arising from or alleged to arise from this Agreement or
the use or possession of the Collateral or any part thereof unless resulting
from the gross negligence or willful misconduct of any of the Indemnitees. The
obligations under this section shall survive termination of this Agreement.


                                      -13-
<PAGE>

               (i) Notice to Other Parties. Debtor hereby authorizes Lender to
give written notice of this Agreement at any time after and during the
occurrence of any Event of Default, beyond any applicable cure periods, to any
other party to any of the Collateral, and all such other parties are authorized
and directed to, as applicable, perform services and/or pay any sums due under
such Collateral directly to Lender upon receipt from Lender of a statement that
an Event of Default hereunder or under the Loan Agreement, Note or Mortgage has
occurred, accompanied by a demand for such performance and/or payment, without
any further proof of Debtor's default. Debtor agrees that any party making such
payments to Lender in reliance on such notice and demand from Lender shall be
fully protected, and Debtor will make no claim on such party to the extent of
such payments.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








                                      -14-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in the name and on behalf of the parties hereto as of
the date first above written.

                                     DEBTOR:
                                     -------

                                     HALIFAX PLAZA ASSOCIATES, L.P., a Delaware
                                     limited partnership, by its sole general
                                     partner, as follows:

                                         CIF-Halifax Plaza Associates, LLC, a
                                         Delaware limited liability company,
                                         by its sole member, as follows:

                                           Cedar Income Fund Partnership, L.P.,
                                           a Delaware limited partnership, by
                                           its sole general partner, as follows:

                                                Cedar Income Fund, Ltd., a
                                                Maryland corporation

Attest:________________________                 By:_____________________________
       Stuart H. Widowski                          Brenda J. Walker
       Secretary                                   Vice President

                                     LENDER:
                                     -------

                                     CITIZENS BANK OF PENNSYLVANIA

                                     By:_______________________________________
                                        Robert L. Schopf
                                        Vice President


<PAGE>


                                 Schedule A

                             Location of Collateral

                    Halifax Plaza
                    3761-3777 Peter's Mountain Road
                    Halifax Township, Dauphin County, Pennsylvania




<PAGE>


                                   Schedule B

                               Location of Debtor

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


<PAGE>


                                   Schedule C

                 Locations of Financing Statement Filing Offices


         1. Pennsylvania Department of State's Office

         2. Dauphin County Recorders Office

         3. Delaware Secretary of State's Office

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>40
<FILENAME>ex10-38.txt
<DESCRIPTION>EXHIBIT 10.38
<TEXT>
<PAGE>

                        ENVIRONMENTAL INDEMNITY AGREEMENT
                        ---------------------------------

         THIS ENVIRONMENTAL INDEMNITY AGREEMENT ("Agreement") is made this ____
day of ______________, 2003, to be delivered on _______________, 2003, by
HALIFAX PLAZA ASSOCIATES, L.P., a Delaware limited partnership ("Borrower"),
with an office in care of Cedar Bay Realty Advisors, Inc., 44 South Bayles
Avenue, Suite 304 Port Washington, New York 11050, and CITIZENS BANK OF
PENNSYLVANIA, a Pennsylvania state chartered savings bank ("Lender"), with an
office at 2001 Market Street, 6th Floor, Philadelphia, Pennsylvania 19103-7053.

                                   Background
                                   ----------

         Borrower and Lender have entered into a certain Loan Agreement dated
this date (as the same may be amended, modified or supplemented, from time to
time, the "Loan Agreement") pursuant to which Lender has agreed to extend a
credit facility to Borrower in the principal amount of up to Four Million Two
Hundred Sixty Five Thousand Dollars ($4,265,000) (the "Loan"), which Loan is
evidenced by a certain Promissory Note dated this date (the "Note") executed by
Borrower and made payable to the order of Lender in the stated principal amount
of the Loan. The Note is secured, inter alia, by an Open-end Mortgage and
Security Agreement dated this date (the "Mortgage") given by Borrower to Lender
covering certain land and the buildings and improvements thereon known as
Halifax Plaza located at 3761-3777 Peter's Mountain Road, Halifax Township,
Dauphin County, Pennsylvania (collectively, the "Project"), all as more
particularly described in Exhibit A attached hereto and made a part hereof.

         As a material inducement for Lender to make the Loan, Borrower has
agreed to provide to Lender the assurances, agreements and indemnities regarding
environmental matters as are hereinafter more specifically set forth.

                                    Agreement
                                    ---------

         NOW, THEREFORE, in consideration of the Loan and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower, intending to be legally bound, hereby represents,
certifies and agrees as follows:

         1. Definitions. Whenever used in this Agreement, the following words
and phrases shall have the respective meanings set forth below:

            (a) "Affiliate" of a Person (the "Specified Person") shall mean (i)
any Person which directly or indirectly controls, or is controlled by, or is
under common control with, the Specified Person, (ii) any executive officer (or,
in the case of a Person which is not a corporation, any individual having
analogous powers) of the Specified Person, and (iii) in the case of a Specified
Person who is an individual, any lineal ancestor or lineal descendant of such
Specified Person. For purposes of the preceding sentence, "control" of a Person
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

            (b) Clean-Up: Response, Removal or other Remedial Action or any
other actions required under any Environmental Law.

<PAGE>


            (c) Contamination: The uncontained presence of any Hazardous
Substances on, about or beneath the Project or arising from the Project which
requires Clean-Up or which is in violation of any Environmental Law.

            (d) Environmental Laws: All applicable federal, state and local
laws, statutes, orders, ordinances, codes, rules, regulations, policies,
guidance documents, judgments, decrees, injunctions and requirements of or
agreements with any governmental authority (including any governmental action
pursuant to or required by any Environmental Law, including but not limited to
any permit, license or authorization issued under or in connection with any
Environmental Law), now or hereafter enacted or amended, relating to the
protection of health and the environment and/or governing the handling, use,
generation, treatment, storage, transportation or disposal of Hazardous
Substances. Environmental Laws include, but are not limited to: The Clean Air
Act, 42 U.S.C. ss. 7401 et seq.; The Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601 et seq. ("CERCLA");
The Federal Water Pollution Control Act, 33 U.S.C. ss. 1251 et seq.; The
Hazardous Material Transportation Act, 49 U.S.C. ss. 1801 et seq.; The Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. ss. 136; The Resource
Conservation and Recovery Act of 1976,42 U.S.C. ss. 6901 et seq. (including the
Hazardous and Solid Waste Amendments of 1984); The Toxic Substances Control Act,
15 U.S.C. ss. 2601 et seq.; The Federal Occupational Safety & Health Act of
1970, 29 U.S.C. ss. 651 et seq. (including ss. 3101 of the Omnibus
Reconciliation Act of 1990); The Oil Pollution Act of 1990, Pub. L. No. 101-380,
104 Stat. 484 (1990); and the state analogues to any of the foregoing; all as
amended from time to time and the regulations promulgated pursuant thereto; and
any requirements of the common law which may impose obligations or liabilities
as a result of the presence of or exposure to Hazardous Substances.

            (e) Environmental Permits: Any permits, licenses, registrations,
approvals or authorizations required under any Environmental Law.

            (f) Environmental Report: means the Phase I Environmental Site
Assessment dated August 22, 2002 prepared by Eckland Consultants, Inc.

            (g) Hazardous Substances: Any substance which is or becomes
regulated under any Environmental Law, including, without limitation, any
substance which is (1) gasoline, petroleum products, explosives, radioactive
materials, including by-products, source and/or special nuclear material and
solid wastes, urea formaldehyde, polychlorinated biphenyls or related or similar
materials ("PCBs"), asbestos or material containing asbestos or lead-based
paint; or (2) defined, designated or listed as a "Hazardous Substance",
"Hazardous Material", "Hazardous Waste" or "Industrial Waste" under any
Environmental Law.

            (h) Occupant: Any prior owner of the Project, or any portion
thereof, or any prior, present or intended tenant, subtenant or other person or
entity having possession of the Project or any portion thereof.

            (i) Permitted Substances. Hazardous Substances of the types and in
the quantities customarily used in the construction, maintenance or operation of
commercial projects similar to the proposed use of the Project, provided that
such Hazardous Substances are stored, used and disposed of in accordance with
all applicable Environmental Laws.


                                      -2-
<PAGE>

            (j) Proscribed Activities: (1) generating, manufacturing, refining,
transporting, treating, storing, handling, disposing, transferring, producing,
processing, recycling or in any manner dealing with Hazardous Substances (other
than Permitted Substances handled in compliance with applicable Environmental
Laws); (2) causing or permitting, as a result of any intentional or
unintentional act or omission on the part of Borrower or any Affiliate or
Occupant, the installation or placement or the disposal of Hazardous Substances
(other than Permitted Substances) in or on the Project or a release of Hazardous
Substances (other than Permitted Substances) onto the Project or onto any other
property; or (3) suffering the presence of Hazardous Substances other than
Permitted Substances on the Project.

            (k) Regulatory Action(s): Any notice of violation, citation,
complaint, request for information, order, directive, compliance schedule,
notice of claim, consent decree, action, litigation or proceeding brought or
instituted by any governmental authority under or in connection with any
Environmental Law involving the Project, Borrower, any Affiliate or any Occupant
with respect to such Occupant's use of the Project.

            (l) Response, Removal, Remedial Action: The terms "Response,"
"Removal" and "Remedial Action" shall be defined with reference to Sections
101(23)-I 01(25) of CERCLA, 42 U.S.C. Sections 9601(23)- 9601(25).

            (m) Third Party Claims: Claims by a party other than Borrower or
Lender (other than Regulatory Actions) based on negligence, trespass, strict
liability, nuisance, toxic tort or detriment to human health or welfare due to
Hazardous Substances on, about, beneath or arising from the Project or in any
way related to any alleged violation of any Environmental Laws.

Capitalized terms used in this Agreement without definition shall have the same
meanings ascribed to those terms in the Loan Agreement.

         2. Representations and Warranties. Borrower hereby represents and
warrants to Lender that:

            (a) To the best of Borrower's knowledge, except as may be
specifically disclosed in the Environmental Report, the Project, Borrower, all
Affiliates and each Occupant and all of Borrower's and each Occupant's
operations and activities at the Project are now and have been in compliance
with all Environmental Laws. To the extent necessary for the conduct of its
business, Borrower and, to the best of Borrower's knowledge, each Occupant (with
respect to such Occupant's operations and activities conducted at the Project)
is in possession of, and in compliance with, all Environmental Permits. To the
best of Borrower's knowledge all such Environmental Permits are currently in
effect; no proceeding is pending or threatened to modify, suspend, revoke,
withdraw, or otherwise limit such Environmental Permits; and no Regulatory
Action has been taken or, to Borrower's knowledge, threatened in connection with
the expiration or renewal of such Environmental Permits. There are no Regulatory
Actions or Third Party Claims pending or, to Borrower's knowledge, threatened
against Borrower, any Affiliate or any Occupant with respect to the Project or
any other real property owned, leased or operated by Borrower or any Affiliate
of Borrower, and neither Borrower nor any Affiliate has received any notice of
Regulatory Action or a Third Party Claim.

                                      -3-
<PAGE>

            (b) Except as may be specifically disclosed in the Environmental
Report, (i) neither Borrower nor any Affiliate nor to Borrower's knowledge any
Occupant conducts, allows or suffers Proscribed Activities on, about, beneath or
arising from the Project, and (ii) to Borrower's knowledge, there are no
conditions on, about, near, beneath or arising from the Project which could
reasonably be expected to give rise to liability, the imposition of a statutory
lien, or require Clean-Up under any Environmental Law.

            (c) Neither Borrower nor, to the best of Borrower's knowledge, any
Affiliate or any Occupant (with respect to such Occupant's operations and
activities conducted at the Project) has received any request for information,
claim, demand, or other notification that it is or may be potentially
responsible or liable for any Clean-Up at any site, including properties not
owned, operated or leased by or to Borrower or any Affiliate or any Occupant.
Hazardous Substances generated by Borrower or any Affiliate and, to the best of
Borrower's knowledge, any Occupant have never, directly or indirectly, been
sent, transferred or transported to, or treated, stored or disposed of at any
site listed or formally proposed for listing on the National Priorities List
promulgated pursuant to CERCLA or on any state list of sites requiring any
CleanUp.

         3. Covenants. Borrower hereby covenants with Lender that:

            (a) Borrower and its Affiliates shall comply, and shall seek to
cause each present and future Occupant (with respect to such Occupant's
operations and activities conducted at the Project) to comply, with all
Environmental Laws and, to the extent necessary for the conduct of its or their
business, shall obtain, maintain, and comply with all Environmental Permits.
Borrower, its Affiliates and each Occupant (with respect to such Occupant's
operations and activities conducted at the Project) shall comply with all
governmental orders, directives, judgments, orders, decrees, awards,
administrative consent orders, settlement agreements, or other settlement
documents issued by or entered into with any administrative or governmental
agency or entity concerning compliance with Environmental Laws and Environmental
Permits.

            (b) Borrower shall not, and Borrower shall seek to cause any
Occupant not to, use or allow the use of the Project for Proscribed Activities.
Neither Borrower nor any Occupant shall use or permit the use of the Project in
a manner which could reasonably be expected to give rise to liability, the
imposition of a statutory lien, or require any Clean-Up. In the event that
conditions are discovered on, about, beneath or arising from the Project which
may give rise to liability, the imposition of a statutory lien, or require
Clean-Up, Borrower shall, and shall cause any Occupant to, promptly take all
necessary actions to address such conditions, including Clean-Up.

            (c) Borrower shall immediately notify Lender, in writing, of
Borrower's receipt, knowledge or discovery of any: (i) Regulatory Action; (ii)
request for information, claim, demand, or notification that it or any Affiliate
is or may potentially be responsible or liable for any Clean-Up at any site
owned, operated or leased by or to Borrower or any Affiliate; (iii) notice of
any claim, action, or proceeding of any nature whatsoever, including Third Party
Claims, concerning conditions on, about, beneath or arising from the Project or
any alleged violation of any Environmental Law; and (iv) other information
concerning conditions on, about, beneath or arising from the Project which could
reasonably be expected to give rise to liability, the imposition of a statutory
lien, or require Clean-Up.


                                      -4-
<PAGE>

            (d) Lender shall have the right from time to time to designate such
persons (the "Environmental Auditors") as Lender may select to inspect any of
Borrower's or its Affiliates' properties, documents, products or wastes for the
purpose of investigating actual or potential Regulatory Actions or Third Party
Claims or any condition which could reasonably be expected to result in any
liability, cost or expense to Lender. Any such investigation made after
commencement of any Regulatory Action or Third Party Claim or upon the good
faith belief of Lender that Contamination has occurred, shall be at Borrower's
expense; otherwise any such investigation shall be without expense to Borrower.
Such investigation may include, among other things, above and below ground
testing for the presence of Hazardous Substances and such other tests as may be
necessary or advisable in the opinion of Lender. Borrower shall furnish the
Environmental Auditors with such historical and operational information as the
Environmental Auditors may request regarding Borrower's or its Affiliates'
properties, documents, products and wastes as are within Borrower's or its
Affiliates' possession, custody or control, or which are available to it,
including without limitation, analytical records and results, correspondence
with governmental authorities and environmental audits or reviews.

Upon the Environmental Auditors' request, Borrower, at Borrower's sole cost and
expense, shall make available for meetings with the Environmental Auditors,
appropriate personnel and consultants employed or retained by Borrower and its
Affiliates having knowledge of such environmental matters.

         4. Indemnities: Litigation.

            (a) As a material inducement to Lender to make the Loan to Borrower,
Borrower hereby indemnifies and agrees to defend and hold harmless each Lender,
its parent corporation, subsidiaries, successors, assigns, officers, directors,
shareholders, employees and agents ("Lender Parties"), from and against any and
all claims, actions, causes of action, liabilities, penalties, fines, damages,
judgments, losses, suits, expenses, legal or administrative proceedings,
interest, costs and expenses (including the reasonable allocated cost of
in-house counsel and staff, court costs and reasonable outside attorneys',
consultants' and experts' fees), arising out of or in any way relating to: (i)
the presence of Hazardous Substances on, about, beneath or arising from the
Project; (ii) the failure of Borrower or any of its Affiliates or subsidiaries
or any Occupant to comply with the Environmental Laws; (iii) Borrower's breach
of any of the representations, warranties and covenants contained herein; (iv)
Regulatory Actions and Third Party Claims; or (v) the imposition or recording of
a lien against the Project in connection with any Contamination at or on the
Project, or arising from the Project or pursuant to any Environmental Law;
provided, however, that the aforesaid indemnification obligations shall not
apply to any liability, loss, cost or expense relating to Hazardous Substances
first introduced to the Project or Proscribed Activities or Contamination or
failure to comply with the Environmental Laws which first occurs after Lender or
its nominee takes title to or physical possession of the Project or any
liability, loss, cost or expense resulting solely from Lender's or Lender
Parties' gross negligence or willful misconduct. For purposes of the preceding
sentence, Borrower shall have the burden of proving whether Hazardous Substances
are first introduced or any Proscribed Activities or Contamination or failure to
comply with the Environmental Laws which first occurs after Lender or its
nominee takes title to or physical possession of the Project. Borrower's
indemnity and defense obligations under this section shall include, without
limitation and whether foreseeable or unforeseeable, any and all costs related
to any indemnified Clean-Up.

                                      -5-
<PAGE>

            (b) Borrower shall have the right to control any Regulatory Action
or Third Party Claim, including an action for which indemnity is required
herein, through knowledgeable and experienced counsel of its choice, subject to
Lender's consent, which shall not be unreasonably withheld or delayed; provided,
however, that at Lender's option, Lender may participate in and contribute to
such action and appoint its own counsel at any time, all of which shall be at
Borrower's sole cost and expense. If, however, Lender determines that Borrower
is not adequately controlling any such action and Borrower does not correct or
commenced to correct such deficiencies within thirty (30) days after written
notice from Lender, Lender shall have the right, utilizing commercially
reasonable judgment, to undertake the control, conduct or settlement of such
claims through its own counsel at Borrower's sole cost and expense and may
settle such matters, with notice to Borrower, but without Borrower's consent, at
Borrower's sole cost and expense. In the event any proposed settlement includes
non-monetary relief, including Clean-Up, Lender may, acting in good faith, agree
to such Clean-Up and settle such matter only with the prior consent of Borrower,
which may not be unreasonably withheld or delayed, and provided that if Borrower
fails to notify Lender in writing as to whether it shall consent to such
non-monetary relief within ten (10) days from Lender's request for Borrower's
approval, Borrower shall be deemed to have consented to such non-monetary
relief.

         5. General. Borrower agrees with Lender that:

            (a) The representations, warranties, covenants and indemnities
contained herein shall, as to Lender or any purchaser of an interest or
participation in the Loan prior to repayment, survive repayment of the Loan and
satisfaction, release and discharge of the Loan Documents, whether through full
payment of the Loan, foreclosure, deed in lieu of foreclosure or otherwise until
the expiration of all applicable statutes of limitation and repose.

            (b) Lender's rights and remedies against Borrower hereunder shall be
in addition to and not in lieu of any other rights and remedies available to
Lender under the Loan Documents or at law or in equity, and Lender's rights
hereunder shall not be terminated, affected or impaired in any manner by the
assertion or failure to assert by Lender of any of the rights and remedies
reserved to Lender pursuant to the Loan Documents or otherwise available to
Lender at law or in equity.

            (c) Lender shall be entitled to rely upon any notice or consent from
Borrower. All notices hereunder shall, except as otherwise expressly provided in
this Agreement be effective (i) in case of hand delivered notice, when hand
delivered, (iii) if given by U.S. mail, upon delivery or, if delivery is
refused, on the date delivery is first attempted, and (iv) if given by any other
means (including by air courier), when delivered. All notices shall be directed
to the party to receive the same at its address stated above or at such other
address as may be substituted by notice as herein provided.

            (d) It shall constitute an Event of Default hereunder if (i) there
occurs an Event of Default as defined in the Loan Agreement or in any other Loan
Documents, (ii) any representation or warranty contained herein is determined by
Lender to be untrue in any material adverse respect when made, or (iii) Borrower
fails to observe and perform each and every one of the terms, covenants,
promises and agreements on its part to be observed and performed under this
Agreement and such default is not cured within thirty (30) days after written
notice of such default is given to Borrower, provided that, if such default is
curable but not reasonably capable of cure within such thirty (30) day period,


                                      -6-
<PAGE>


Borrower shall have such further period, not to exceed a period of sixty (60)
days in the aggregate, as may be required to cure such default, on the condition
that Borrower commences such cure within the original thirty (30) day period and
thereafter diligently prosecute such cure to completion. Upon the occurrence of
any such Event of Default, Lender shall, subject to any applicable limits of
liability set forth in this Agreement, be entitled to exercise all or any of its
rights and remedies under the Loan Agreement, Note, Mortgage or this Agreement,
or as may otherwise be available to Lender at law or in equity, in such order as
Lender may elect.

            (e) Any agreement hereafter made shall be ineffective to amend,
modify, discharge or effect an abandonment of this Agreement in whole or in part
unless such agreement is in writing and signed by Lender.

            (f) This Agreement shall be governed by and construed in accordance
with the laws of the State in which the Project are located, and shall be
binding upon Borrower and its successors and assigns, and shall inure to the
benefit of Lender and its successors and assigns, including, without limitation,
any endorsee of the Note and any participants in the Loan.

            (g) To the extent there is any conflict between the provisions of
this Agreement and any of the Loan Documents, the terms of this Agreement shall
control.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -7-
<PAGE>


         IN WITNESS WHEREOF, Borrower has duly executed this Agreement, under
seal, on the date first written above.

                            HALIFAX PLAZA ASSOCIATES, L.P., a Delaware
                            limited partnership, by its sole general partner, as
                            follows:

                                 CIF-Halifax Plaza Associates, LLC, a
                                 Delaware limited liability company,
                                 by its sole member, as follows:

                                      Cedar Income Fund Partnership, L.P., a
                                      Delaware limited partnership, by its sole
                                      general partner, as follows:

                                                    Cedar Income Fund, Ltd., a
                                                    Maryland corporation

Attest:                                             By:
       ---------------------------                      -----------------------
         Stuart H. Widowski                                Brenda J. Walker
         Secretary                                         Vice President


<PAGE>

STATE OF                                )
                                        ) SS
COUNTY OF __________________            )

         On this, the ___ day of _____________, 2003, before me a Notary Public
in and for the State and County aforesaid, personally appeared Brenda J. Walker
and Stuart H. Widowski, who acknowledged themselves to be the Vice President and
Secretary, respectively, of Cedar Income Fund, Ltd., a Maryland corporation, the
sole general partner of Cedar Income Fund Partnership, L.P., a Delaware limited
partnership, the sole member of CIF-Halifax Plaza Associates, LLC, a Delaware
limited liability company, the sole general partner of HALIFAX PLAZA ASSOCIATES,
L.P., a Delaware limited partnership, and that as such officers being authorized
to do so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation, as sole general partner of the
partnership.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:


<PAGE>


                                    EXHIBIT A
                                    ---------

                                Legal Description
                                -----------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>41
<FILENAME>ex10-39.txt
<DESCRIPTION>EXHIBIT 10.39
<TEXT>
<PAGE>

                        GUARANTY AND SURETYSHIP AGREEMENT
                        ---------------------------------

         THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Agreement") is made this
___ day of _______________, 2003, to be delivered on _______________, 2003, by
CEDAR INCOME FUND, LTD., a Maryland corporation ("Cedar REIT"), and CEDAR INCOME
FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Cedar Operating
Partnership") (individually, a "Guarantor" and, collectively, the "Guarantors"),
in favor of CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered
savings bank ("Lender").

                                   Background
                                   ----------

         Halifax Plaza Associates, L.P., a Delaware limited partnership
("Borrower"), and Lender have entered into a certain Loan Agreement dated this
date (as the same may be amended, modified or supplemented, from time to time,
the "Loan Agreement") pursuant to which Lender has agreed to extend a certain
credit facility to Borrower in the principal amount of up to Four Million Two
Hundred Sixty Five Thousand Dollars ($4,265,000) ("Loan"), which Loan is
evidenced by a certain Promissory Note dated this date ("Note") executed by
Borrower and made payable to the order of Lender in the stated principal amount
of the Loan. The Note is secured, inter alia, by an Open-end Mortgage and
Security Agreement dated this date ("Mortgage") given by Borrower to Lender
covering certain land and the buildings and improvements thereon known as
Halifax Plaza located at 3761-3777 Peter's Mountain Road in Halifax Township,
Dauphin County, Pennsylvania (collectively, the "Project").

         The Loan Agreement, Note, Mortgage and all other documents evidencing
or securing the Loan are hereinafter sometimes referred to individually as a
"Loan Document" and collectively as the "Loan Documents", and the Loan Documents
are hereby incorporated herein by reference. Capitalized terms used in this
Agreement without definition shall have the same meanings ascribed to those
terms in the Loan Agreement.

         Each Guarantor is an Affiliate of Borrower, and in such capacity each
Guarantor will be directly and materially benefitted by the making of the Loan
by Lender to Borrower.

         Lender, as a condition to its agreement to make the Loan to Borrower,
and as a material inducement thereto, has required that Guarantors execute this
Agreement for all of the purposes hereinafter set forth.

                                    Agreement
                                    ---------

         NOW THEREFORE, Guarantors, for and in consideration of the Loan being
made to Borrower, and intending to be legally bound, hereby covenant and agree
as follows:

         1. The Guaranteed Obligations. Guarantors, each for itself and its
successors and assigns, hereby irrevocably, unconditionally, absolutely, and
jointly and severally, guarantee to Lender, and its successors, endorsees and
assigns, and become sureties for the prompt payment, compliance and performance
by Borrower of each of the following obligations of Borrower under the Loan
Documents (the payment, compliance and performance obligations hereunder
guaranteed by Guarantors are hereinafter collectively referred to as the
"Guaranteed Obligations"):


<PAGE>



            (a) The payment of the principal amount of the Note to the extent
of, in the aggregate, Eight Hundred Eighty Three Thousand Dollars ($883,000)
("Specified Principal Guaranty Amount"), which Specified Principal Guaranty
Amount shall not be reduced by payments on account of the Note through regularly
scheduled payments of principal and/or interest, enforcement of remedies
following an Event of Default or from any other source until and then only to
the extent that either (i) the total principal balance of the Note is reduced to
less than the Specified Principal Guaranty Amount or (ii) Guarantors pay to
Lender the Specified Principal Guaranty Amount;

            (b) The payment of all interest on the Loan;

            (c) The payment of all Hedging Obligations; and

            (d) The payment of all damages and/or losses suffered or incurred by
Lender in any way arising out of, resulting from or relating to any one or more
of the following: (i) any fraud or willful misrepresentation committed by
Borrower; (ii) any retention by Borrower of rental income, security deposits, or
similar income of the Project after an Event of Default has occurred, to the
extent of such retention (except to the extent applied to the payment of
principal and interest then due under the Loan); (iii) any real property taxes
or assessments accrued prior to Lender's acquisition of ownership of the Project
following an Event of Default; (iv) removal and failure to replace any personal
property securing the Loan, other than in the ordinary course of Borrower's
business; (v) misapplication of insurance or condemnation proceeds relating to
the Project; (vi) failure to maintain hazard or liability insurance relating to
the Project in accordance with the Loan Documents until Lender acquires title to
the Project by foreclosure or deed in lieu of foreclosure; (vii) the presence of
any Hazardous Substances (as that term is defined in the Environmental
Agreement) which may affect the Project or any misrepresentation or breach of
any covenants or indemnities by Borrower set forth in any of the Loan Documents
with respect to Hazardous Substances, including without limitation those set
forth in the Environmental Agreement; (viii) any transfer of the Project or any
portion thereof without prior written consent of Lender; (ix) any indebtedness
secured by a mortgage covering the Project other than the Loan; (x) the
commencement of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution, liquidation or receivership proceedings instituted by or
against Borrower or either Guarantor unless such proceedings are withdrawn,
dismissed or discharged within sixty (60) days; (xi) any defense, counterclaim
or other effort by or on behalf of Borrower to contest, defend or delay mortgage
foreclosure proceedings or acquisition of a deed in lieu of foreclosure by
Lender following the occurrence of an Event of Default, provided that, if such
Event of Default is not the result of the failure to make a payment of principal
or interest under the Loan when due, there shall be no personal liability if any
such defense or counterclaim succeeds on its merits as a result of which there
is no recovery by Lender; and (xii) all fees and costs, including reasonable
attorneys fees, incurred in enforcing and collecting under this Agreement.

The Guaranteed Obligations set forth in this Section 1 are separate and
independent of each other, and the payment, compliance and performance of one or
more of such Guaranteed Obligations shall not constitute the payment, compliance
or performance on account of or with respect to any other of such Guaranteed
Obligations.


                                      -2-
<PAGE>


         2. Guaranteed Obligations Absolute and Unconditional. This Agreement
shall constitute an agreement of suretyship as well as of guaranty and shall
constitute an absolute and unconditional undertaking by each Guarantor with
respect to the payment and performance of the Guaranteed Obligations by
Borrower. The liability of Guarantors hereunder shall be joint and several and
direct and may be enforced without Lender being required to resort to any other
right, remedy or security, and this Agreement shall be enforceable against each
Guarantor, its successors and assigns, without the necessity of any notice of
acceptance of this Agreement or of Lender's intention to act in reliance hereon,
or of any loan to or other transaction between any Lender and Borrower, or of
any default by Borrower, all of which Guarantors hereby expressly waive. If any
portion of the Guaranteed Obligations is paid by one Guarantor (and so long as
such payment or the benefit thereof to Lender is not recovered, revoked or
otherwise eliminated or reduced), then the amount of Guaranteed Obligations
collectible from both Guarantors, jointly and severally, shall be reduced by the
amount of such payment.

         3. Further Undertakings.

            (a) Each Guarantor hereby expressly:

                  (i) Agrees that the validity of this Agreement shall in no way
be terminated, affected or impaired by reason of the assertion or the failure to
assert by Lender against Borrower, or its successors or assigns, of any of the
rights or remedies reserved pursuant to the Note, the Mortgage or any other Loan
Document or otherwise available to Lender at law or in equity, including,
without limitation, the remedy of foreclosure available under the Mortgage;

                  (ii) Waives any right which such Guarantor might otherwise
have under any statute, rule of law or practice or custom to require Lender to
take any action against Borrower or to proceed against or exhaust any security
held by Lender before proceeding against such Guarantor;

                  (iii) Except as may be otherwise specifically provided in this
Agreement or any other Loan Documents, waives any notice of (A) any presentment,
demand, protest, notice of protest and of dishonor, notices of default and all
other notices with respect to any of the Guaranteed Obligations, and (B) the
commencement or prosecution of any enforcement proceeding, including any
proceeding in any court, against Borrower or any other person or entity with
respect to any of the Guaranteed Obligations;

                  (iv) Agrees that any failure by Lender to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right at any other time and from time to time thereafter; and



                                       -3-
<PAGE>

                  (v) Agrees that Lender shall have and may exercise all rights,
privileges and remedies available to it hereunder and at law or in equity with
respect to this Agreement, all at the cost of Guarantors.

            (b) Until all of the Guaranteed Obligations are completely fulfilled
and each and every one of the terms, covenants, and conditions of this Agreement
are fully performed, the liability of Guarantors under this Agreement shall not
be released, discharged or in any way impaired by:

                  (i) Any amendment or modification of or supplement to or
extension or renewal of the Loan Agreement, Note or any other Loan Document, or
any agreements made or to be made between Lender and Borrower with respect to
any of the Guaranteed Obligations;

                  (ii) Any exercise or non-exercise by Lender of any right,
power, remedy or privilege under or with respect to the Loan Agreement, Note or
any other Loan Document or this Agreement or any waiver, consent or approval by
Lender with respect to any of the covenants, terms, conditions or agreements
contained in the Note or any other Loan Document, or any indulgence, forbearance
or extension of time for performance or observance allowed to Borrower by Lender
from time to time and for any length of time;

                  (iii) Any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or similar proceeding relating to
Borrower or its successors or assigns, or any of its properties;

                  (iv) Any transfer by Borrower of any of Borrower's interest in
the Project; or

                  (v) Any act or circumstances which might, but for the terms
and provisions of this Section 3, be deemed a legal or equitable discharge of
either Guarantor.

            (c) Each Guarantor hereby expressly waives, to the fullest extent
permitted by law, and surrenders any defenses to such Guarantor's liability
hereunder based upon any of the foregoing acts, omissions, agreements, or
waivers by Lender, it being the purpose and intent of this Agreement that the
obligations of Guarantors hereunder are absolute and unconditional.

            (d) Each Guarantor hereby further agrees and consents that Lender
may, without affecting the liability of such Guarantor hereunder:

                  (i) Exchange or surrender any property pledged by Borrower or
any other surety or accept additional security for the Guaranteed Obligations or
any of them;

                  (ii) Renew and change the terms of any of Borrower's
liabilities;


                                       -4-
<PAGE>


                  (iii) Waive any of Lender's rights or remedies against
Borrower or any other surety for the above liabilities;

                  (iv) Release, substitute or add any one or more sureties; or

                  (v) Proceed against either or both Guarantors without first
resorting to, utilizing or invoking the remedies available against Borrower
under the Loan Documents whether at law or in equity. No enforcement of rights
and remedies under this Agreement or any of the Loan Documents shall constitute
an irrevocable election of remedies by Lender. Lender shall not be obligated to
marshall remedies or assets as a condition to enforcing the liabilities incurred
hereunder against either or both Guarantors. The liability of Guarantors
hereunder shall be joint and several and in addition to that stated in any other
guaranty or suretyship agreement, if any, heretofore or hereafter delivered to
Lender.

            (e) Each Guarantor hereby grants to Lender a continuing lien,
security interest and right of setoff as security for all liabilities and
obligations to Lender whether now existing or hereafter arising, upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Lender. At any time after an
Event of Default, without demand or notice (any such notice being expressly
waived by such Guarantor), Lender may setoff the same or any part thereof and
apply the same to any liability or obligation of such Guarantor even though
unmatured and regardless of the adequacy of any other collateral securing the
Loan. ANY AND ALL RIGHTS TO REQUIRE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING
ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF
SUCH GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

         4. Liabilities Not Affected.

            (a) This Agreement shall be a continuing, absolute, and
unconditional guaranty regardless of the validity, regularity, enforceability,
or legality of (i) any of the Guaranteed Obligations, (ii) any collateral
securing the Guaranteed Obligations, or (iii) any term of any document
evidencing or relating to any of the Guaranteed Obligations, including, but not
limited to, the Loan Documents. In the event that for any reason one or more of
the provisions of this Agreement or their application to any person or
circumstance shall be held to be invalid, illegal, or unenforceable in any
respect or to any extent, such provisions shall nevertheless remain valid,
legal, and enforceable in all other respects and to such extent as may be
permissible, and such invalidity, illegality, or unenforceability shall not
affect any other provision hereof.

            (b) No exercise or non-exercise by Lender of any rights given to
Lender under the Loan Documents, no dealing by Lender with Guarantors or either
of them or any other surety, Borrower or any other person, and no change,
impairment, release or suspension of any right or remedy of Lender against any
person or entity, including Borrower and any other surety, shall in any way
affect any of the obligations of either Guarantor hereunder or any security
furnished by either Guarantor, give either Guarantor any recourse or offset
against Lender or be construed as a waiver of the right to exercise the same or
any other right at any time and from time to time thereafter.


                                      -5-
<PAGE>


            (c) If Lender has exculpated Borrower from personal liability in
whole or in part and/or agreed to look solely to the Project for the
satisfaction of Borrower's obligations under the Loan Documents, said
exculpation and agreement shall not affect the obligations of either Guarantor
hereunder, it being understood that each Guarantor's obligations hereunder are
independent of the obligations of Borrower and are to be construed as if no such
exculpation or agreement had been given to Borrower by Lender. It is further
understood and agreed that if any such exculpation or agreement has been or at
any time hereafter is given to Borrower, Lender has done or will do so in
reliance upon the agreements of Guarantors expressed herein.

            (d) This Agreement and Guarantors' payment obligations hereunder
shall continue to be effective or be reinstated, as the case may be, if at any
time payment of any of the Guaranteed Obligations is rescinded or must otherwise
be restored or returned by Lender, all as though such payments had not been
made. Lender's good faith determination as to whether a payment must be restored
or returned shall be binding on Guarantors.

         5. Subordination. All existing and future obligations or indebtedness
of Borrower to either Guarantor and the right of such Guarantor to withdraw any
capital invested by such Guarantor in Borrower is hereby subordinated to the
Guaranteed Obligations. Such subordinated indebtedness and capital shall not be
paid or withdrawn in whole or in part nor will such Guarantor accept any payment
of or on account of any such indebtedness or as a withdrawal of capital, without
the prior written consent of Lender at any time during the continuance of an
Event of Default, and at Lender's request at any time after the occurrence and
during the continuance of an Event of Default such Guarantor shall cause
Borrower to pay to Lender all or any part of such subordinated indebtedness and
any capital which such Guarantor is entitled to withdraw to the extent such
subordinated indebtedness or capital has not already been paid or distributed to
Guarantors in compliance with the Loan Agreement. Subject to the terms and
provisions of the Loan Agreement, so long as no Event of Default has occurred
and is continuing, each Guarantor shall have the right to receive payments of
any such subordinated indebtedness and shall have the right to receive
dividends, distributions, payments, capital withdrawals and the like. Any
payment by Borrower in violation of this Agreement shall be received by
Guarantors in trust for Lender, and Guarantors shall cause the same to be paid
to Lender immediately on account of the indebtedness of Borrower to Lender.

         6. Claims in Bankruptcy. Each Guarantor shall file in any bankruptcy or
other proceeding in which the filing of claims is required by law all claims
which such Guarantor may have against Borrower relating to any indebtedness of
Borrower to such Guarantor and hereby assigns to Lender all rights of such
Guarantor thereunder. If such Guarantor does not file any such claim, Lender, as
attorney-in-fact for each Guarantor, is hereby authorized to do so in the name
of such Guarantor or, in Lender's discretion, to assign the claim to a nominee
and to cause proof of claim to be filed in the name of Lender's nominee. The
foregoing power of attorney is coupled with an interest and cannot be revoked.
Lender or its nominee shall have the sole right to accept or reject any plan
proposed in such proceeding and to take any other action which a party filing a


                                      -6-
<PAGE>



claim is entitled to do. In all such cases, whether in administration,
bankruptcy or otherwise, the person or persons authorized to pay such claim
shall pay to Lender the amount payable on such claim and, to the full extent
necessary for that purpose, each Guarantor hereby assigns to Lender all rights
to any such payments or distributions to which such Guarantor would otherwise be
entitled; provided, however, that such Guarantor's obligations hereunder shall
not be satisfied except to the extent that Lender receive cash or property
acceptable to Lender by reason of any such payment or distribution. If Lender
receives anything hereunder other than cash or property acceptable to Lender,
the same shall be held as collateral for amounts due under this Agreement.

         7. No Subrogation.

            (a) Nothing herein contained is intended or shall be construed to
give either Guarantor any right of subrogation in or under the Note or any other
Loan Document or any right to participate in any way therein, notwithstanding
any payments made or obligations performed by such Guarantor pursuant to this
Agreement, until all of the Guaranteed Obligations have been paid and performed
and all preference and other periods (collectively, the "Recapture Periods")
during which any bankruptcy or other court, Governmental Authority or Person
could have any right to recover, revoke or otherwise eliminate or reduce the
benefit to Lender of the payment and performance of the Guaranteed Obligations
(collectively, the "Recapture Rights") have expired with no Recapture Rights
having been asserted.

            (b) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES AND RELEASES ANY AND
ALL RIGHTS IT MAY HAVE AT ANY TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY
OPERATION OF LAW, CONTRACT OR OTHERWISE) (i) TO ASSERT ANY CLAIM AGAINST
BORROWER OR ANY OTHER PERSON, OR AGAINST ANY DIRECT OR INDIRECT SECURITY FOR THE
LOAN, ON ACCOUNT OF PAYMENTS MADE OR OBLIGATIONS PERFORMED UNDER OR PURSUANT TO
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL RIGHTS OF SUBROGATION,
REIMBURSEMENT, EXONERATION, CONTRIBUTION OR INDEMNITY, UNTIL ALL OF THE
GUARANTEED OBLIGATIONS HAVE BEEN PAID AND PERFORMED AND THE RECAPTURE PERIODS
HAVE EXPIRED WITH NO RECAPTURE RIGHTS HAVING BEEN ASSERTED, (ii) TO REQUIRE THE
MARSHALLING OF ANY ASSETS OF BORROWER, WHICH RIGHT OF MARSHALLING MIGHT
OTHERWISE ARISE FROM PAYMENTS MADE OR OBLIGATIONS PERFORMED UNDER OR PURSUANT TO
THIS AGREEMENT, AND (iii) SUBJECT TO SUBSECTION (a) HEREOF, THAT WOULD RESULT IN
SUCH GUARANTOR BEING DEEMED A "CREDITOR" OF BORROWER OR ANY OTHER PERSON UNDER
THE UNITED STATES BANKRUPTCY CODE BY REASON OF ANY PAYMENT MADE OR DEBT OWED
UNDER THIS GUARANTY OR OTHERWISE IN CONNECTION WITH THE LOAN.

         8. Default and Remedies.

            (a) Each of the following, at the option of Lender, shall constitute
an "Event of Default" hereunder: (i) If an Event of Default occurs under and as
defined in any Loan Document, or (ii) if either Guarantor fails to perform in


                                      -7-
<PAGE>


any material respect any of the terms, conditions or covenants contained herein
within eight (8) days following written demand as to any obligation relating to
the payment of money (provided, however, that such demand shall not be required
in more than two (2) consecutive months, or three (3) months in the aggregate,
in any calendar year) or thirty (30) days following written demand as to any
other obligation (provided that, if such default cannot reasonably be cured
within such thirty (30) day period but Guarantors undertake to cure such default
within such thirty (30) day period, such thirty (30) day period shall be
extended to sixty (60) days), or (iii) if any representation or warranty made by
either Guarantor herein or in writing in connection herewith is false or
misleading in any material adverse respect when made, or (iv) if by decree of a
court of competent jurisdiction, either Guarantor shall be adjudicated bankrupt
or insolvent, or either Guarantor's property shall have been sequestered, and
such decree shall have continued undischarged and unstayed for ninety (90) days
after the entry thereof, or if any proceedings under the Federal Bankruptcy Code
or any similar statute applicable to either Guarantor, as now or hereafter in
effect, shall be instituted against either Guarantor and be consented to by the
respondent or any order for relief shall be entered in such proceeding or such
proceeding shall not be dismissed within ninety (90) days after such filing, or
if either Guarantor shall institute any such proceeding against either Guarantor
under any such law, or if either Guarantor shall make an assignment for the
benefit of creditors or shall admit in writing an inability to pay debts
generally as they become due or shall consent to the appointment of a receiver
or liquidator or trustee of either Guarantor or of all or any part of its
property.

            (b) If any Event of Default occurs hereunder, Lender, without any
further demand or proceeding against Borrower, (A) may forthwith recover from
either or both Guarantors in the aggregate the full amount of any liability
hereunder; and (B) may sell all or any part of any property held as security
hereunder on any exchange or at public or private sale at its option at any time
or times without advertisement or demand upon or notice to either Guarantor (all
of which are hereby waived), except such notice as is required by applicable
statute and cannot be waived, with the right on the part of Lender or its
nominee, to become the purchaser thereof at such sale (unless prohibited by
statute), free from any equity of redemption and from all other claims.

            (c) If an Event of Default occurs hereunder, each Guarantor shall,
in addition to all other liabilities hereunder, be liable to Lender for all
costs and expenses, including reasonable attorney's fees and court costs,
incurred by Lender in enforcing this Agreement, and any judgment entered against
either Guarantor pursuant to this Agreement shall bear interest until paid at
the Default Rate and not at the statutory rate of interest after judgment and
shall be collectible as part of any judgment hereunder.

            (d) THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF ATTORNEY TO
CONFESS JUDGMENT AGAINST GUARANTORS. IN GRANTING THIS WARRANT OF ATTORNEY, EACH
GUARANTOR HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND ON THE ADVICE OF
HIS SEPARATE COUNSEL, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS WITH RESPECT TO
SUCH WARRANT AND ANY EXECUTION THEREON THAT SUCH GUARANTOR MAY HAVE TO PRIOR
NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE CONSTITUTION AND LAWS OF THE
UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.



                                      -8-
<PAGE>


EACH GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF
RECORD, OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA OR ELSEWHERE, TO APPEAR FOR SUCH GUARANTOR AT ANY TIME OR TIMES
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT HEREUNDER, IN ANY SUCH COURT IN
ANY ACTION BROUGHT AGAINST SUCH GUARANTOR BY LENDER WITH RESPECT TO THE
AGGREGATE AMOUNT PAYABLE HEREUNDER, WITH OR WITHOUT DECLARATION FILED, AS OF ANY
TERM, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST SUCH GUARANTOR FOR ALL
SUMS PAYABLE BY SUCH GUARANTOR TO LENDER HEREUNDER, AS EVIDENCED BY AN AFFIDAVIT
SIGNED BY A DULY AUTHORIZED DESIGNEE OF LENDER SETTING FORTH SUCH AMOUNT THEN
DUE FROM SUCH GUARANTOR TO LENDER, TOGETHER WITH REASONABLE ATTORNEY'S FEES,
WITH COSTS OF SUIT, RELEASE OF PROCEDURAL ERRORS. IF A COPY OF THIS AGREEMENT,
VERIFIED BY AFFIDAVIT, SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE
NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY. EACH GUARANTOR WAIVES
THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR
HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO
BRING ANY ACTION OR CONFESS JUDGMENT THEREIN SHALL BE DEEMED TO EXHAUST THE
POWER, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME
TO TIME AS OFTEN AS LENDER SHALL ELECT UNTIL ALL AMOUNTS PAYABLE TO LENDER
HEREUNDER SHALL HAVE BEEN PAID IN FULL.

         9. WAIVER OF JURY TRIAL. EACH GUARANTOR AND LENDER (BY ACCEPTANCE OF
THIS AGREEMENT) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS
CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR
ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NO PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH GUARANTOR HEREBY
WAIVES ANY RIGHT HE MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. EACH GUARANTOR CERTIFIES THAT NO REPRESENTATIVE,
LENDER OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER TO ACCEPT THIS
AGREEMENT AND MAKE THE LOAN.


                                      -9-

<PAGE>

         10. Cumulative Remedies. The rights, powers and remedies of Lender
hereunder and under any other agreement now or at any time hereafter in force
between Lender and Guarantors shall be cumulative and not alternative and shall
be in addition to all rights, powers and remedies given to Lender by law. Each
and every default in the performance of this Agreement shall give rise to a
separate cause of action and separate suits may be brought as each such cause of
action arises and matures.

         11. Jurisdiction. etc. Each Guarantor hereby unconditionally and
irrevocably (a) subjects itself to the jurisdiction of the courts of the
Commonwealth of Pennsylvania and any federal courts sitting in either such State
in connection with any action, suit or proceeding under or relating to, or to
enforce any of the provisions of, this Agreement, (b) waives, to the extent
permitted by law, any right (i) to obtain a change in venue from any such court
in any such action, suit or proceeding, and (ii) to trial by jury in any such
action, suit or proceeding, and (c) agrees to service of process by certified
mail, return receipt requested, postage prepaid to his address set forth in
Section 14 of this Agreement. Each Guarantor irrevocably agrees that service of
process in accordance with the foregoing sentence shall be deemed in every
respect effective and valid personal service of process upon such Guarantor. The
provisions of this Section 11 shall not limit or otherwise affect the right of
Lender to institute and conduct an action in any other appropriate manner,
jurisdiction or court.

         12. Advice of Counsel. Each Guarantor hereby confirms actual and full
knowledge and acceptance of the terms and provisions of the Loan Documents and
this Agreement, as to all of which such Guarantor further acknowledges that such
Guarantor has received the advice of counsel. Each Guarantor hereby confirms to
Lender that the Loan is and will be of direct interest, benefit and advantage to
such Guarantor.

         13. Representations. Warranties and Covenants. Each Guarantor
represents, warrants and covenants to and with Lender that:

            (a) This Agreement has been duly authorized, executed and delivered
by such Guarantor, and such execution and delivery will not conflict with or
result in a breach of or constitute a default under any instrument to which such
Guarantor is a party or by which such Guarantor, or such Guarantor's property,
is bound, or violate any applicable provision of law or any judgment, order,
writ, injunction, decree, rule or regulation of any court, administrative agency
or other governmental agency or authority, and this Agreement constitutes the
valid and binding obligation of such Guarantor and is enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws of general application affecting the
enforcement of creditors' rights generally.

            (b) There is no suit, action, proceeding or investigation pending
or, to the actual knowledge of such Guarantor, threatened against or affecting
such Guarantor, before or by any court, administrative agency or other
governmental authority the result of which would materially adversely affect
such Guarantor's ability to perform his obligations under this Guaranty.


                                      -10-
<PAGE>


            (c) The financial statements of such Guarantor heretofore delivered
to Lender are true and correct in all material respects and fairly represent the
financial condition of such Guarantor as of the date thereof and for the period
shown thereon; no material adverse change has thereafter occurred in the
financial condition reflected thereon; and the assets shown on the financial
statements are wholly owned by such Guarantor as shown, and are not jointly
owned with any other person or entity except as otherwise stated in the
financial statements.

            (d) Such Guarantor will deliver to Lender or cause Borrower to
deliver to Lender, as and when due, the financial statements and copies of tax
returns of such Guarantor required by Section 7.1 the Loan Agreement.

            (e) Guarantors, collectively, possess a Net Worth of at least
Thirteen Million Dollars ($13,000,000) and Liquid Assets of at least One Million
Dollars ($1,000,000), each on a consolidated basis.

            (f) Such Guarantor will notify Lender promptly of any material
adverse change in such Guarantor's financial condition as shown on the financial
statement most recently delivered to Lender such that any covenant contained in
Section 7.2 of the Loan Agreement is no longer true and correct.

            (g) Such Guarantor agrees that he shall not take any action which
would cause a violation of the financial covenants in Section 7.2 of the Loan
Agreement.

            (h) Except as may be otherwise permitted in the Loan Agreement, such
Guarantor will not sell, lease, transfer, pledge, encumber, or otherwise dispose
of any substantial part or amount of such Guarantor's assets, real or personal,
or any interest therein, without the prior written consent of Lender, unless for
reasonably fair value.

            (i) Promptly upon becoming aware thereof, such Guarantor shall give
Lender notice of (i) the commencement, existence or threat of any proceeding or
investigation by or before any governmental authority against or affecting such
Guarantor or any of its Affiliates which, if adversely decided, would have a
material adverse affect on the business operations, condition (financial or
otherwise) or prospects of such Guarantor or on his ability to perform its
obligations hereunder or (ii) any material adverse change in the business
operations, condition (financial or otherwise) or prospects of such Guarantor.

         14. Notices. Unless otherwise expressly provided under this Agreement
all notices, requests, demands, directions and other communications
(collectively "notices") given to or made upon any party under the provisions of
this Agreement (and unless otherwise specified, in each other Loan Document)
shall be in writing and shall be delivered by hand, nationally recognized
overnight courier or U.S. mail (certified, return receipt requested) to the
respective parties at the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:


                                      -11-
<PAGE>


                           If to Guarantors:

                           Cedar Income Fund, Ltd.
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention: Leo S. Ullman

                           with a copy to

                           Stuart H. Widowski, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           Cedar Income Fund Partnership, L.P.,
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention: Leo S. Ullman

                           with a copy to:

                           Stuart H. Widowski, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           If to Lender:

                           Citizens Bank Of Pennsylvania
                           2001 Market Street, 6th Floor
                           Philadelphia, Pennsylvania  19103-7053
                           Attention:  Mr. Robert L. Schopf
                                       Vice President

                           with a copy to:

                           Pepper Hamilton LLP
                           400 Berwyn Park
                           899 Cassatt Road
                           Berwyn, Pennsylvania  19312
                           Attention:  David H. Huggler, Esq.

                                      -12-
<PAGE>


All notices shall, except as otherwise expressly provided in this Agreement, be
effective (a) in the case of hand-delivered notice, when hand delivered, (b) if
given by U.S. mail, upon delivery or, if delivery is refused, on the date
delivery is first attempted, and (c) if given by any other means (including by
air courier), when delivered.

         15. Miscellaneous.

            (a) All understandings, representations. and agreements heretofore
made or exchanged between Guarantors and Lender with respect to the subject
matter hereof are merged into this Agreement, which alone, fully, completely,
and integrally, expresses the understanding of Guarantors and Lender concerning
the subject matter hereof.

            (b) No modification of this Agreement shall be effective unless in
writing and signed by an authorized officer of Lender.

            (c) This Agreement shall be binding upon each Guarantor, its
successors and assigns, and shall inure to the benefit of Lender, its successors
and assigns, including, but not limited to, any assignee to which any Lender
shall assign any of its interests in the Loan Documents.

            (d) For purposes of this Agreement, the neuter gender shall be
deemed to include the masculine and feminine genders and the singular shall be
deemed to include the plural, as the context may require.

            (e) This Agreement shall be construed in accordance with and
governed in all respects by the laws of the Commonwealth of Pennsylvania.

            (f) This Agreement may be executed in any number of counterparts,
each of which shall be an original, and such counterparts together shall
constitute one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -13-
<PAGE>


                  IN WITNESS WHEREOF, Guarantors have duly executed this
Agreement, under seal, on the date first written above.
<TABLE>
<CAPTION>
<S>                                           <C>
                                            CEDAR INCOME FUND, LTD., a Maryland corporation

Attest:  ______________________             By:__________________________________
         Stuart H. Widowski                    Brenda J. Walker
         Secretary                             Vice President


                                            CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited
                                            partnership, by its sole general partner, as follows:


                                                    Cedar Income Fund, Ltd.

                                                    By:____________________________
                                                       Brenda J. Walker
                                                       Vice President
</TABLE>


<PAGE>


STATE OF                                    )

                                            ) SS

COUNTY OF __________________                )

         On this, the ___ day of _____________, 2003, before me a Notary Public
in and for the State and County aforesaid, personally appeared Brenda J. Walker
and Stuart H. Widowski, who acknowledged themselves to be the Vice President and
Secretary, respectively, of CEDAR INCOME FUND, LTD., a Maryland corporation, and
that as such officers being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation.

                  IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:

STATE OF                                    )

                                            ) SS

COUNTY OF __________________                )

         On this, the ___ day of _____________, 2003, before me a Notary Public
in and for the State and County aforesaid, personally appeared Brenda J. Walker,
who acknowledged herself to be the Vice President of Cedar Income Fund, Ltd., a
Maryland corporation, the sole general partner of CEDAR INCOME FUND PARTNERSHIP,
L.P., a Delaware limited partnership, and that as such officer being authorized
to do so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation, as sole general partner of the
partnership.

                  IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:
                                      -15-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>42
<FILENAME>ex10-40.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>
<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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>43
<FILENAME>ex10-41.txt
<DESCRIPTION>EXHIBIT 10.41
<TEXT>
<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: CMD00081
                      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:



                                                    2
<PAGE>



SCHEDULE A - CMD00081



Calculation Period                                       Notional Amount (USD)

   10 February 2003         to         06 March 2003         300,000.00
     06 March 2003          to         06 April 2003         299,472.00
     06 April 2003          to          06 May 2003          298,944.00
      06 May 2003           to          06 June 2003         298,416.00
     06 June 2003           to          06 July 2003         297,888.00
     06 July 2003           to         06 August 2003        297,360.00
    06 August 2003          to       06 September 2003       296,832.00
   06 September 2003        to        06 October 2003        296,304.00
    06 October 2003         to        06 November 2003       295,776.00
   06 November 2003         to        06 December 2003       295,248.00
   06 December 2003         to        06 January 2004        294,720.00
    06 January 2004         to        06 February 2004       294,192.00
   06 February 2004         to         06 March 2004         293,664.00
     06 March 2004          to         06 April 2004         293,136.00
     06 April 2004          to          06 May 2004          292,608.00
      06 May 2004           to          06 June 2004         292,080.00
     06 June 2004           to          06 July 2004         291,552.00
     06 July 2004           to         06 August 2004        291,024.00
    06 August 2004          to       06 September 2004       290,496.00
   06 September 2004        to        06 October 2004        289,968.00
    06 October 2004         to        06 November 2004       289,440.00
   06 November 2004         to        06 December 2004       288,912.00
   06 December 2004         to        06 January 2005        288,384.00
    06 January 2005         to        06 February 2005       287,856.00
   06 February 2005         to         06 March 2005         287,328.00
     06 March 2005          to         06 April 2005         286,800.00
     06 April 2005          to          06 May 2005          286,272.00
      06 May 2005           to          06 June 2005         285,744.00
     06 June 2005           to          06 July 2005         285,216.00
     06 July 2005           to         06 August 2005        284,688.00
    06 August 2005          to       06 September 2005       284,160.00
   06 September 2005        to        06 October 2005        283,632.00
    06 October 2005         to        06 November 2005       283,104.00
   06 November 2005         to        06 December 2005       282,576.00
   06 December 2005         to        06 January 2006        282,048.00
    06 January 2006         to        06 February 2006       281,520.00
   06 February 2006         to         06 March 2006         280,992.00
     06 March 2006          to         06 April 2006         280,464.00
     06 April 2006          to          06 May 2006          279,936.00


<PAGE>


SCHEDULE A - CMD00081


Calculation Period                                        Notional Amount (USD)

       06 May 2006       to       06 June 2006                   279,408.00
      06 June 2006       to       06 July 2006                   278,880.00
      06 July 2006       to      06 August 2006                  278,352.00
     06 August 2006      to    06 September 2006                 277,824.00
    06 September 2006    to     06 October 2006                  277,296.00
     06 October 2006     to     06 November 2006                 276,768.00
    06 November 2006     to     06 December 2006                 276,240.00
    06 December 2006     to     06 January 2007                  275,712.00
     06 January 2007     to     06 February 2007                 275,184.00
    06 February 2007     to      06 March 2007                   274,656.00
      06 March 2007      to      06 April 2007                   274,128.00
      06 April 2007      to       06 May 2007                    273,600.00
       06 May 2007       to       06 June 2007                   273,072.00
      06 June 2007       to       06 July 2007                   272,544.00
      06 July 2007       to      06 August 2007                  272,016.00
     06 August 2007      to    06 September 2007                 271,488.00
    06 September 2007    to     06 October 2007                  270,960.00
     06 October 2007     to     06 November 2007                 270,432.00
    06 November 2007     to     06 December 2007                 269,904.00
    06 December 2007     to     06 January 2008                  269,376.00
     06 January 2008     to     06 February 2008                 268,848.00
    06 February 2008     to      06 March 2008                   268,320.00
      06 March 2008      to      06 April 2008                   267,792.00
      06 April 2008      to       06 May 2008                    267,264.00
       06 May 2008       to       06 June 2008                   266,736.00
      06 June 2008       to       06 July 2008                   266,208.00
      06 July 2008       to      06 August 2008                  265,680.00
     06 August 2008      to    06 September 2008                 265,152.00
    06 September 2008    to     06 October 2008                  264,624.00
     06 October 2008     to     06 November 2008                 264,096.00
    06 November 2008     to     06 December 2008                 263,568.00
    06 December 2008     to     06 January 2009                  263,040.00
     06 January 2009     to     06 February 2009                 262,512.00
    06 February 2009     to      06 March 2009                   261,984.00
      06 March 2009      to      06 April 2009                   261,456.00
      06 April 2009      to       06 May 2009                    260,928.00
       06 May 2009       to       06 June 2009                   260,400.00
      06 June 2009       to       06 July 2009                   259,872.00
      06 July 2009       to      06 August 2009                  259,344.00


<PAGE>


SCHEDULE A - CMD00081



Calculation Period                                         Notional Amount (USD)

     06 August 2009      to    06 September 2009                 258,816.00
    06 September 2009    to     06 October 2009                  258,288.00
     06 October 2009     to     06 November 2009                 257,760.00
    06 November 2009     to     06 December 2009                 257,232.00
    06 December 2009     to     06 January 2010                  256,704.00
     06 January 2010     to     06 February 2010                 256,176.00

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>44
<FILENAME>ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>
                             CEDAR INCOME FUND, LTD.
                          44 South Bayles Avenue, #304
                         Port Washington, New York 11050

                                                     Contact: Leo S. Ullman
                                                              President
                                                              (516) 767-6492

FOR IMMEDIATE RELEASE:

CEDAR INCOME FUND, LTD. - ANNOUNCES COMPLETION OF PURCHASE OF FAIRVIEW PLAZA
SHOPPING CENTER IN NEW CUMBERLAND, PENNSYLVANIA

Port Washington, New York - January 10, 2003 - Cedar Income Fund, Ltd., a
NASDAQ-listed real estate investment trust (the "Company"), today announced that
a newly-formed partnership consisting of wholly-owned affiliates of the Company
and of Kimco Realty Corporation (NYSE: "KIM") had completed the purchase of
Fairview Plaza in New Cumberland (York County), Pennsylvania, a 70,000 sq. ft.
shopping center anchored by a 59,000 sq. ft. Giant supermarket. Other tenants
include the Pennsylvania Liquor Control Board, Subway and a regional bank.

The purchase price, including closing costs, was approximately $8.5 million.
Financing in the amount of approximately $6 million has been provided by GE
Capital Corp. The parties to the transaction were represented by Cassidy &
Pinkard/iCap and Fameco Real Estate Corp.

The Company also expects to close within the month of January on the purchase of
Newport Plaza, Newport, PA and Halifax Plaza, Halifax, PA, each also anchored by
Giant supermarkets, and also being acquired from affiliates of Caldwell
Development Corp. of Wormleysburg, Pennsylvania, as previously reported.

Cedar Income Fund, Ltd. is a real estate investment trust administered by Cedar
Bay Realty Advisors, Inc., Port Washington, New York with investments primarily
in multi-tenant supermarket-anchored shopping centers in eastern Pennsylvania
and southern New Jersey. Shares of Cedar Income Fund, Ltd. are traded on the
NASDAQ (Small Cap) Stock Market under the symbol "CEDR".

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>45
<FILENAME>ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>
                             CEDAR INCOME FUND, LTD.
                          44 South Bayles Avenue, #304
                         Port Washington, New York 11050

                                                     Contact: Leo S. Ullman
                                                              President
                                                              (516) 767-6492

FOR IMMEDIATE RELEASE:


CEDAR INCOME FUND, LTD. - ANNOUNCES COMPLETION OF PURCHASE OF NEWPORT PLAZA
AND HALIFAX PLAZA SHOPPING CENTERS IN NEWPORT AND HALIFAX, PENNSYLVANIA

Port Washington, New York - February 6, 2003 - Cedar Income Fund, Ltd., a
NASDAQ-listed real estate investment trust (the "Company"), today announced that
partnerships controlled by wholly-owned affiliate(s) of the Company had
completed, as per previously-reported agreements, the purchase of Newport Plaza,
a 67,000 sq. ft. shopping center in Newport, Pennsylvania, and of Halifax Plaza,
a 54,000 sq. ft. shopping center in Halifax, Pennsylvania. Each shopping center
is anchored by a Giant supermarket. Other tenants at each property include
McDonald's, Rite Aid drug stores, Pennsylvania Liquor Control Board retail
stores and regional banks.

The aggregate purchase price for the two properties, including closing costs,
was approximately $12.3 million. Financing in the amount of approximately $9.8
million has been provided by Citizens Bank of Pennsylvania. The sellers are
affiliates of Caldwell Development Corp. of Wormleysburg, Pennsylvania. The
parties to the transaction were represented by Cassidy & Pinkard/iCap and Fameco
Real Estate Corp.

Cedar Income Fund, Ltd. is a real estate investment trust administered by Cedar
Bay Realty Advisors, Inc., Port Washington, New York, with investments primarily
in multi-tenant supermarket-anchored shopping centers in eastern Pennsylvania
and southern New Jersey. Shares of Cedar Income Fund, Ltd. are traded on the
NASDAQ (Small Cap) Stock Market under the symbol "CEDR".

</TEXT>
</DOCUMENT>
</SUBMISSION>
