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                         CEDAR-SOUTH PHILADELPHIA I, LLC
                        CEDAR-SOUTH PHILADELPHIA II, LLC
                             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 2300 W. Passyunk Avenue,
                Philadelphia, Pennsylvania

Gentlemen:

        Reference is hereby made to (i) that certain Agreement to Enter Into Net
Lease dated April 23, 2003, as amended (the "Agreement to Enter Into Net
Lease"), among SPSP Corporation, Passyunk Supermarket, Inc., Twenty Fourth
Street Passyunk Partners, L.P. (collectively, "Owner") and Cedar-South
Philadelphia I, LLC ("Tenant"), (ii) that certain Lease (the "Lease"),
contemplated to be entered into on the Closing Date (as that tern is defined in
the Agreement to Enter Into Net Lease), between Owner, as landlord, and Tenant,
as tenant, and (iii) that certain loan in the original principal amount of
$39,000,000 (the "Loan") contemplated, pursuant to the terms of that certain
letter agreement dated April 23, 2003, as amended (the "Commitment Letter"),
among Cedar-South Philadelphia II, LLC ("Lender"), and Owner, to be made by
Lender to Owner.

        This letter supercedes that certain letter agreement among the parties
hereto dated April 23, 2003.

        The undersigned hereby agree, simultaneously with the execution of the
Lease and the making of the Loan, to enter into a certain letter agreement in
the form annexed hereto as Exhibit A.

        This letter agreement may be executed in several counterparts, all of
which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart.

        The parties hereto execute this letter agreement intending to be legally
bound hereby, and this letter agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.

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        This letter agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, without giving effect to
principles of conflicts of law. With respect to any claim or action arising
hereunder, each party (a) irrevocably submits to the exclusive jurisdiction of
the courts of the Commonwealth of Pennsylvania and the United States District
Court located in Philadelphia County, and appellate courts from any thereof, and
(b) irrevocably waives any objection which it may have at any time to the laying
on venue of any suit, action or proceeding arising out of or relating to this
letter agreement brought in any such court, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum.

        Kindly acknowledge your agreement with the foregoing by signing this
letter 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.

AGREED AND ACKNOWLEDGED:

SPSP Corporation

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

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Passyunk Supermarket, Inc.

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

By:  Twenty Fourth Street Passyunk Partners, L.P.

Twenty Fourth Street Passyunk Corporation, its general partner

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