<PAGE>

                         Cedar-South Philadelphia I, LLC
                        Cedar-South Philadelphia II, LLC
                       Cedar Income Fund Partnership, L.P.
                             44 South Bayles Avenue
                         Port Washington, New York 11050

                                                                   June 18, 2003

SPSP Corporation
Passyunk Supermarket, Inc.
Twenty Fourth Street Passyunk Partners, L.P.
44 West Lancaster Avenue, Suite 110
Ardmore, Pennsylvania 19003

        Re:     2301-11 Oregon Avenue, Philadelphia, Pennsylvania, 2426 South
                23rd Street, Philadelphia, Pennsylvania and 2300 W. Passyunk
                Avenue, Philadelphia, Pennsylvania (collectively, the
                "Property")

Gentlemen:

        This letter ("Second Amendment Letter") amends (i) that certain
Agreement to Enter Into Net Lease dated as of April 23, 2003 (the "Agreement")
among Cedar-South Philadelphia I, LLC ("Cedar") and SPSP Corporation ("SPSP"),
Passyunk Supermarket, Inc. ("Passyunk") and Twenty Fourth Street Passyunk
Partners, L.P. ("24th Street"; SPSP, Passyunk and 24th Street are collectively
referred to herein as the "Owners"), as amended by letter agreement dated May
15, 2003 (the "First Amendment Letter") and (ii) that certain Commitment Letter
among Cedar-South Philadelphia II, LLC ("Cedar Lender") and Owners dated as of
April 23, 2003 (the "Commitment Letter"). Any undefined capitalized terms used
herein shall have the meanings ascribed to them in the Agreement, as amended by
the First Amendment Letter.

        The parties hereto hereby covenant and agree as follows:

        1.      The Commitment Letter is hereby amended as follows:

                (a) The original principal amount of the Loan (as defined
        therein) is increased to $39,000,000.

                (b) All references in the Commitment Letter to the Agreement to
        Enter Into Net Lease are hereby deemed to include the Agreement and all
        amendments thereto, including without limitation, the First Amendment
        Letter and this Second Amendment Letter.

                (c) Paragraph 3 of the Commitment Letter is deleted in its
        entirety and the following is inserted in lieu thereof:

                        3.      It is a condition of the closing under this
                Commitment and the Agreement to Enter Into Net Lease that the
                closing under the other agreement occur contemporaneously
                therewith. Accordingly, for purposes of applying the

<PAGE>

                provisions of Paragraph 17 of the Agreement to Enter Into Net
                Lease, a default by Owners under this Commitment shall be deemed
                a default by Owners under the Agreement to Enter Into Net Lease
                and a default by Lender under this Commitment shall be deemed a
                default by Tenant under the Agreement to Enter Into Net Lease.

                (d) Exhibit A to the Commitment Letter is hereby deleted in its
        entirety and replaced with the exhibit attached to this Second Amendment
        Letter entitled Exhibit 1.

                (e) Exhibit B to the Commitment Letter is hereby deleted in its
        entirety and replaced with the exhibit attached to this Second Amendment
        Letter entitled Exhibit 2.

                (f) Exhibit C to the Commitment Letter is hereby deleted in its
        entirety and replaced with the exhibit attached to this Second Amendment
        Letter entitled Exhibit 3.

        2.      Section 5(e) of the Agreement is hereby deleted in its entirety
and the following is inserted in lieu thereof:

                        Notwithstanding anything to the contrary contained
                herein, prior to the Closing Date, Owners will use commercially
                reasonable efforts to cure any existing violations of applicable
                municipal codes, including fire and building codes, relating to
                the Property. At Closing, Owners will establish an escrow with
                the Title Company (the "L&I Escrow") in an amount sufficient to
                cure (i) any violations assessed against the Premises as of the
                Closing Date which are not the responsibility of one or more
                tenants and which may be satisfied by the payment of money, (ii)
                all fines and penalties that shall have accrued as of the
                Closing Date with respect to any such violations assessed
                against the Premises as of the Closing Date, and (iii) any
                violations assessed against the Premises as of the Closing Date
                that adversely affect the use of the Premises more than to a de
                minimis extent for its present use. The amount sufficient to
                cure such violations shall be based upon written estimates
                obtained by Owners for the work required to cure such
                violations. Cedar shall have one hundred twenty (120) days to
                use the L&I Escrow for the sole purpose of clearing such
                outstanding violations. On the 121st day, the remaining balance
                of the L&I Escrow, if any, shall be returned promptly to Owners.

        3.      The first two sentences of Section 7 of the Agreement (as
amended by the First Amendment Letter) are deleted in their entirety, and the
following is inserted in lieu thereof:

                        Closing Date. The consummation of the transactions
                contemplated by this Agreement (the "Closing") shall take place
                on the Scheduled Closing Date. As used herein, the Scheduled
                Closing Date shall be the earlier of (i) five business days
                after the receipt by Cedar Income Fund Partnership, L.P. ("Cedar
                LP") or any related entity of the proceeds of a new public
                offering of common stock or shares of beneficial interest, and
                (ii) October 31, 2003, TIME BEING OF THE ESSENCE, at 10:00 am.
                at the office of Ledgewood Law Finn, P.C., 1521 Locust

                                       -2-
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                Street, 8th Floor, Philadelphia, Pennsylvania 19102 subject only
                to a possible extension by Owners under Section 5(c) of the
                Agreement.

        4.      Section 8(i) of the Agreement is hereby amended by insertion of
the following sentence at the end of Section 8(i):

                        Notwithstanding any provision in this Section 8(i) to
                the contrary, the amount which shall be credited to Cedar at
                Closing under this Section 8(i) shall be reduced by the total
                amount of all commissions listed on Exhibit A actually paid by
                Owners on or prior to the Closing Date.

        5.      Section 8(j) of the Agreement is hereby amended by insertion of
the following sentence at the end of Section 8(j):

                        Notwithstanding any provision in this Section 8(j) to
                the contrary, the amount which shall be credited to Cedar at
                Closing under this Section 8(j) shall be reduced by the total
                amount of all tenant improvements listed on Exhibit A actually
                paid by Owners on or prior to the Closing Date.

        6.      Section 11 (a) of the Agreement (as amended by the First
Amendment Letter) is modified by deleting the first sentence thereof and
replacing it with the following:

                Notwithstanding anything to the contrary implied or provided by
                law or in equity, if, prior to the Closing, any material portion
                of the Premises is damaged by fire, the elements or any other
                casualty or if any material portion of the Premises is taken by
                eminent domain or otherwise, Cedar shall have the right to
                terminate this Agreement by written notice to the Owners, which
                notice shall be given by Cedar within fifteen (15) days after
                the Owners shall notify Cedar in writing of such casualty,
                whereupon the Advance Amount and the Additional Advance Amount
                (as defined in paragraph 15 of the Second Amendment Letter to
                this Agreement among the parties hereto dated June 18, 2003)
                shall be promptly returned to Cedar, and this Agreement and the
                obligations of the parties hereunder shall terminate (and no
                party hereto shall have any further obligations in connection
                herewith except under those provisions that expressly survive
                the Closing or a termination of this Agreement).

        7.      Section 17 of the Agreement as amended by the First Amendment
Letter is deleted in its entirety and the following is inserted in lieu thereof:

                (a)     (i)     If all of the conditions to Cedar's performance
        under this Agreement shall be satisfied, and Cedar shall default in its
        obligations under this Agreement, the Owners may terminate this
        Agreement on written notice to Cedar, whereupon the Owners shall retain
        the Advance Amount and the Additional Advance Amount, and this Agreement
        and the obligations of the parties hereunder shall terminate (and no
        party hereto shall have any further obligations in connection herewith
        except under those provisions that expressly survive a termination of
        this Agreement). Cedar acknowledges that, if Cedar shall default under
        this Agreement as aforesaid, the Owners

                                       -3-
<PAGE>

        will suffer substantial adverse financial consequences as a result
        thereof. Accordingly, subject to the provisions of Section 17(a)(ii)
        below, the Owners' sole and exclusive remedy against Cedar shall be the
        right to retain the Advance Amount and the Additional Advance Amount, as
        and for its sole and full and complete liquidated damages, it being
        agreed that the Owners' damages are difficult, if not impossible, to
        ascertain.

                        (ii)    Notwithstanding anything to the contrary
        contained in Section 17(a)(i) above, in the event that Cedar shall
        contest the existence of a default by Cedar in its obligations under
        this Agreement, the Owners shall be permitted to prosecute an action for
        damages or proceed with any other legal course of conduct in connection
        therewith and Cedar's liability shall not be limited to the sum of the
        Advance Amount plus the Additional Advance Amount, but shall in no event
        be less than the sum of the Advance Amount plus the Additional Advance
        Amount.

                (b)     If (i) on or before the business day prior to the
        Scheduled Closing Date Cedar-South Philadelphia II, LLC ("Cedar Lender")
        shall have deposited with the Title Company the amount of $36,300,000 on
        account of that certain loan in the original principal amount of
        $39,000,000 to be made by Cedar Lender to the Owners contemporaneously
        with the Closing (the "Cedar Loan") and Cedar Lender's and Cedar's
        anticipated closing costs associated therewith, (ii) on or before the
        Scheduled Closing Date, the Owners shall have deposited with the Title
        Company (x) the items set forth in Section 16(a) of this Agreement, and
        (y) the Owner's Estoppel Certificate, and (z) the items set forth in
        Section 2(a) of the Commitment Letter, (iii) the Title Company shall be
        in a position to issue a final title insurance policy to Cedar in
        accordance with Section 5 of the Agreement (subject to Owners' rights
        under 5(c) of the Agreement), then, in such case, (A) the existence of
        any default under this Agreement shall not be a basis for Cedar or the
        Owners not to consummate the Closing or for Cedar Lender or the Owners
        not to consummate the closing under the Commitment Letter, and (B) if
        the Closing shall occur, (x) Cedar and Owners shall not be deemed to
        have waived any of their rights pursuant to the Agreement or any rights
        of Cedar under Paragraph 12 of the Second Amendment Letter, and (y)
        Cedar shall be permitted to bring an action with respect to a breach by
        the Owners of any of the covenants set forth in Section 20 of this
        Agreement, provided, however, that the party exercising its remedies
        under clause (x) must have notified the other in writing of the alleged
        breach within the time period set forth in Section 15(c) and Cedar must
        notify Owners of any action under clause (y) on or before the Closing
        Date or no such action may be brought.

                (c)     If (i) on or before the business day prior to the
        Scheduled Closing Date Cedar Lender shall have deposited with the Title
        Company the amount of $36,300,000 on account of the Cedar Loan and Cedar
        Lender's and Cedar's anticipated closing costs associated therewith, and
        (ii) the Closing does not occur because (1) the Owners shall have failed
        to deposit with the Title Company on or before the Scheduled Closing
        Date any of (x) the items set forth in Section 16(a) of this Agreement,
        or (y) the Owner's Estoppel Certificate, or (z) the items set forth in
        Section 2(a) of the Commitment Letter, or (2) the Title Company shall
        not be in a position to issue a final title insurance policy to Cedar in
        accordance with Section 5 of the Agreement (subject to Owners' rights
        under 5(c) of the Agreement), then, in such case, Cedar shall, by notice
        in writing (which for

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        this purpose may be given by facsimile to Owners at (610) 896-5814 with
        a copy to Owners' counsel at (215) 735-2513) received by Owners no later
        than three business days after the Closing Date, either (A) terminate
        this Agreement, in which case, as Cedar's sole right and remedy, Owners
        shall return to Cedar $2,000,000 (unless the failure is a failure of
        title which resulted from an action by Owners, in which case the Owners
        shall return to Cedar $3,000,000) and Cedar and the Owners shall have no
        further rights or obligations under this Agreement, or (B) prosecute an
        action for specific performance of this Agreement; provided, however,
        that if Cedar does not notify Owners in writing (which for this purpose
        may be given by facsimile as described above) of its election within the
        aforesaid three business days, Cedar shall be deemed to have irrevocably
        elected remedy (A).

                (d)     If, on or before the business day prior to the Scheduled
        Closing Date, Cedar shall not have deposited with the Title Company the
        amount of $36,300,000 on account of the Cedar Loan and Cedar Lender's
        and Cedar's anticipated closing costs associated therewith, Closing does
        not occur and one or more of the conditions to Cedar's performance under
        this Agreement shall not have been satisfied by the Scheduled Closing
        Date (subject to Owners' right to extend Closing pursuant to Section
        5(c)), the Owners may terminate this Agreement on written notice to
        Cedar, whereupon the Owners shall retain the Advance Amount and the
        Additional Advance Amount, and this Agreement and the obligations of the
        parties hereunder shall terminate (and no party hereto shall have any
        further obligations in connection herewith) provided, however, that if
        Cedar demonstrates that it was ready, willing and able to close on the
        Closing Date, it may, as its sole and exclusivity remedy, pursue an
        action for damages in a total amount not to exceed $2,000,000 on account
        of Owners' failure to fulfill the conditions necessary for Cedar's
        performance under this Agreement, unless the failed condition relates to
        a failure of title resulting from an action by Owners, in which case the
        maximum amount of damages may be $3,000,000. If Cedar commences an
        action for damages and is unable to prove that it was ready, willing and
        able to close on the Closing Date, Owners, in addition to retaining the
        Advance Amount and the Additional Advance Amount, may prosecute an
        action for damages, whether by way of counterclaim or in a separate
        action, or proceed with any other legal course of conduct in connection
        therewith and Cedar's liability shall not be limited to the sum of the
        Advance Amount plus the Additional Advance Amount, but shall in no event
        be less than the sum of the Advance Amount plus the Additional Advance
        Amount.

        8.      The following sentence is inserted at the end of Section
19(a)(iv) of the Agreement:

                Owners shall be under no obligation to include information on
                the Owner's Estoppel Certificate relating to any tenant leases
                for which Cedar has obtained Estoppel Certificates (as defined
                in paragraph 16 of the Second Amendment Letter to this Agreement
                among the parties hereto dated June 18, 2003).

        9.      Exhibit I of the Agreement is hereby deleted in its entirety and
replaced with the exhibit attached to this Second Amendment Letter entitled
Exhibit 6.

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        10.     Exhibit K of the Agreement is hereby deleted in its entirety and
replaced with the exhibit attached to this Second Amendment Letter entitled
Exhibit 7.

        11.     Exhibit Q of the Agreement is hereby deleted in its entirety and
replaced with the exhibit attached to this Second Amendment Letter entitled
Exhibit 8.

        12.     With regard to contamination from dry cleaning chemicals at or
migrating from the Premises (the "Contamination"), Owners shall, at their sole
cost and expense (a) promptly undertake the activities outlined by Penn E&R
Environmental & Remediation, Inc. in its report dated June 5, 2003, No.
4692-200000, as more particularly described on Schedule 1 attached hereto, (b)
to the extent not covered by clause (a) above, promptly undertake such
investigation, prepare and submit such notices, reports and documents and
conduct such remediation and postremediation measures as may be required to meet
statewide health or site specific standards for non-residential use established
pursuant to the Pennsylvania Land Recycling and Environmental Remediation
Standards Act ("Act 2") for the Contamination provided that Owners may include
as institutional or engineering controls in its demonstration of attainment of
such standards (1) a deed restriction on the use of groundwater, (2) maintenance
of an impervious surface, now provided by the buildings and parking areas, as a
cap on soil underlying those areas, (3) if required by the Department to prevent
vapor inhalation, the installation and maintenance of a vapor mitigation system,
and (4) any related deed acknowledgement required, and (c) after demonstrating
attainment of such standards including through the use of the institutional
and/or engineering controls set forth in subparagraph (b), use its best efforts
to obtain from the Pennsylvania Department of Environmental Protection (the
"PADEP") cleanup liability protection under Chapter 5 of Act 2 with respect to
the Contamination. Copies of all notices, reports, and documents submitted to
PADEP shall be provided to Cedar, it being understood that Owners need not
obtain Cedar's approval prior to such submission and Cedar shall not interfere
or participate in the approval process unless Owners request that Cedar does so.
Owners shall use their best efforts not to unreasonably interfere with the
operations of Cedar or the tenants of the Premises. Promptly upon completion of
its obligations hereunder, Owners shall restore the Premises and any other
affected property to substantially the same condition as they were before
conduction such activities, including, without limitation, the proper
abandonment of any monitoring wells. The provisions of this Paragraph 12 are for
the benefit of Owners and Cedar and shall not inure to the benefit of any third
party, including without limitation, any holder of a mortgage secured by any
interest in the Property. Neither Owners nor their shareholders, partners or
affiliates shall be obligated by the Agreement, as amended by this Second
Amendment Letter, to execute and deliver any guaranty, indemnity or escrow to
any third party, including without limitation, any holder of a mortgage secured
by any interest in the Property, in connection herewith. The provisions of this
Paragraph 12 shall survive Closing.

        13.     Cedar, Cedar Lender, Cedar LP and all of their officers,
directors, shareholders, members or partners or such party's heirs,
representatives, successors or assigns (each a "Cedar Party" and collectively,
the "Cedar Parties") hereby (i) waive and release any and all claims such party
has or may be entitled to assert against Owners (or their officers, directors,
shareholders, members or partners or such party's heirs, representatives,
successors or assigns) or against the Property (or any interest in the Property)
currently existing or hereafter arising (whether known or unknown, suspected or
unsuspected, foreseen or unforeseen, actual or potential) from or relating
directly or indirectly to any transaction involving the Property, its title, or
possession or

                                       -6-
<PAGE>

beneficial interest therein or entitlement to any form of ownership interest in
the Property or an acquisition of any beneficial or any other type of ownership
therein and (ii) waive all rights and covenants and agrees not to seek specific
performance, file any claim, lien or lis pendens against the Property from the
date hereof to the end of time. If any of the Cedar Parties shall take any
action, including, but not limited to, the filing of any pleading or any
document for recording or communication with any third party, that directly or
indirectly claims any entitlement to possession, ownership or title and/or
delays or adversely affects the marketability, refinancing or sale of the
Property (any such action a "Prohibited Action"), Cedar hereby consents and
agrees that (i) Owners shall have the right to obtain, with or without notice to
any Cedar Party, an immediate injunction striking such Prohibited Action; (ii)
all Cedar Parties shall compensate Owners for all losses incurred and all costs
and expenses paid by Owners, including attorneys' fees, relating to such
Prohibited Action; and (iii) Cedar Parties shall pay to Owners all monetary
damages relating to such Prohibited Action to be determined by the courts of the
Commonwealth of Pennsylvania or the United States District Court located in
Philadelphia County, the exclusive jurisdiction of which has already been
provided for in the Agreement, as the case may be. The provisions of this
paragraph shall survive Closing and/or termination by Owners of the Agreement,
as amended. Notwithstanding any provision to the contrary contained in this
paragraph, Cedar Parties shall retain all rights specifically granted to such
parties in (i) documents executed and delivered on the Closing Date in
connection with the Cedar Loan or the Net Lease or (ii) Section 15(c), 17(b),
17(c), or 17(d) of the Agreement.

        14.     The Cedar Parties represent to the Owners that they have had an
opportunity to examine, inspect and investigate, to the full satisfaction of the
Cedar Parties, the environmental condition of the Property, and, provided that
the Owners comply with the provisions of Paragraph 12 of this Second Amendment
Letter, the environmental condition of the Property as of the date hereof is
acceptable to Cedar and shall not be a basis for Cedar not to close under the
Agreement or for Cedar Lender not to close under the Commitment Letter.

        15.     Cedar shall deliver by wire transfer of immediately available
federal funds to SPSP Corporation, in accordance with the wire instructions
attached hereto as Schedule 2, the amount of $1,000,000 (the "Additional Advance
Amount") to be received by SPSP Corporation on or before 5:00 p.m., Wednesday,
June 18, 2003, TIME BEING OF THE ESSENCE (the "Additional Advance Outside
Date"). If the Additional Advance Amount is not timely received by SPSP
Corporation as set forth in the preceding sentence, Cedar shall be in default in
its obligations under the Agreement, the Owners may terminate the Agreement on
written notice to Cedar, whereupon the Owners shall retain the $2,000,000
Advance Amount, and the Agreement and the obligations of the parties thereunder
shall terminate (and no party thereto shall have any further obligations in
connection therewith except under those provisions that expressly survive a
termination of the Agreement). If the Closing shall occur, the $2,000,000
Advance Amount and the $1,000,000 Additional Advance Amount shall be credited
against the loan amount funded pursuant to the Commitment Letter, as amended
hereby. If, on or before the Additional Advance Outside Date, Cedar shall have
delivered the Additional Advance Amount to Ledgewood Law Finn, P.C., as escrow
agent, pursuant to that certain escrow agreement dated as of June 17, 2003 among
Cedar, Cedar Lender and Ledgewood Law Firm, P.C., as escrow agent, Cedar shall
be deemed to have satisfied its obligations under this Paragraph 15.

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<PAGE>

        16.     If, from and after the date hereof, any bonafide third party
proposed leasehold mortgagee of the Property (each, a "Proposed Leasehold
Mortgagee") shall so require, then, provided that Cedar provides written notice
to Owners on or before October 1, 2003, Cedar may contact tenants of the
Property in a commercially reasonable manner, to request that such tenants
deliver to Cedar estoppel certificates or their equivalent ("Estoppel
Certificates") and subordination, non-disturbance and attornment agreements
("SNDAs") in accordance with their respective leases; provided, however, that
the right to contact tenants granted to Cedar hereunder shall be limited to
obtaining one (1) Estoppel Certificate and one (1) SNDA for each tenant,
regardless of whether any Proposed Leasehold Mortgagee should require updated
Estoppel Certificates or SNDAs or any other reason. Failure by Cedar to obtain
such Estoppel Certificates and/or SNDAs on or before the Closing Date shall not
relieve Cedar of its obligations to close under the Agreement on the Closing
Date or of any other obligations to Owners, and Owners shall have no liability
for Cedar's failure to obtain such Estoppel Certificates or SNDAs.

        17.     On or before the Additional Advance Outside Date, TIME BEING OF
THE ESSENCE, Cedar LP will deliver to Ledgewood Law Firm, P.C. by wire transfer
of immediately available federal funds, in accordance with the wire instructions
attached hereto as Schedule 3, the sum of $58,526.51 (the "Legal Fees Amount")
representing its fees and costs incurred in connection with the transactions
contemplated by the Agreement and the Commitment Letter from April 23, 2003
through June 13, 2003. At Closing, Cedar will pay all reasonable legal fees and
costs incurred by the Owners from and after June 14, 2003 in connection with the
transactions contemplated by the Agreement and the Commitment Letter,
accompanied by Owner's attorneys' normal itemization of any such fees and costs.
If, on or before the Additional Advance Outside Date, Cedar LP shall have
delivered the Legal Fees Amount to Ledgewood Law Finn, P.C., as escrow agent,
pursuant to that certain escrow agreement dated as of June 17, 2003 among Cedar,
Cedar Lender and Ledgewood Law Firm, P.C., as escrow agent, Cedar LP shall be
deemed to have satisfied its obligations under the first sentence of this
Paragraph 17. Paragraph 7 of the First Amendment Letter is deleted in its
entirety.

        18.     Section 20(d) of the Agreement is hereby deleted in its entirety
and the following is inserted in lieu thereof

                Leases. Between the date of this Agreement and the Closing Date,
                the Owners shall be permitted to enter into new leases and amend
                and terminate existing Leases (other than the Shop Rite lease
                which shall not be terminated without Cedar's consent), provided
                that all such actions shall be consistent with the Owners' past
                practices at the Premises. The Owners shall keep Cedar appraised
                of the foregoing actions taken by Owners.

        19.     Owners and Cedar hereby agree that that certain letter agreement
dated May 15, 2003 between Owners and Cedar regarding the purchase of Class A
Preferred Operating Partnership Units in Cedar LP is hereby null and void and of
no further force or effect.

        20.     In any action for damages under this Agreement no claim for
consequential or punitive damages shall be permitted.

                                       -8-
<PAGE>

        21.     Except as amended by this Second Amendment Letter, the terms and
provisions of the Agreement, the First Amendment Letter and the Commitment
Letter remain unmodified and in full force and effect. Any future reference to
the Agreement, or the Commitment Letter, as the case may be, shall be deemed to
be a reference to the Agreement, or the Commitment Letter, as the case may be,
as amended by the First Amendment Letter, this Second Amendment Letter and as it
may, from time to time, hereafter be further amended.

        22.     This Agreement may be executed in any number of counterparts,
each of which shall constitute an original, but all of which, taken together,
shall constitute but one and the same instrument.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]

                                       -9-
<PAGE>

        Kindly acknowledge your agreement with the foregoing by signing this
letter agreement in the space provided below.

                                           Cedar-South Philadelphia I, LLC

                                           By:  /s/  L.S. Ullman
                                                --------------------------------
                                                Name:  L.S. Ullman
                                                Title: Pres.

                                           Cedar-South Philadelphia II, LLC

                                           By:  /s/  L.S. Ullman
                                                --------------------------------
                                                Name:  L.S. Ullman
                                                Title: Pres.

                                           Cedar Income Fund Partnership, L.P.

                                           By:  Cedar Income Fund, Ltd.

                                                By:  /s/  L.S. Ullman
                                                     ---------------------------
                                                     Name:  L.S. Ullman
                                                     Title: Pres.

AGREED AND ACKNOWLEDGED:

SPSP Corporation

By:  /s/  William J. Frutkin
     ---------------------------
     Name:  William J. Frutkin
     Title: Vice President

Passyunk Supermarket, Inc.

By:  /s/  William J. Frutkin
     ---------------------------
     Name:  William J. Frutkin
     Title: Vice President

Twenty Fourth Street Passyunk Partners, L.P.

By:  Twenty Fourth Street Passyunk Corporation, its general partner

By:  /s/  William J. Frutkin
     ---------------------------
     Name:  William J. Frutkin
     Title: Vice President

<PAGE>

                                     JOINDER

        The undersigned hereby joins in this Second Amendment Letter for the
purposes of acknowledging and consenting to the waivers set forth in Paragraph
13 hereof.

                                                /s/  LS Ullman
                                                --------------------------------
                                                Leo S. Ullman
