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                                                                  Exhibit 10.07g

                                      LEASE

                                     between

                         CEDAR-SOUTH PHILADELPHIA I, LLC
                                    as Tenant

                                       and

                                SPSP CORPORATION,
                           PASSYUNK SUPERMARKET, INC.
                                       AND
                  TWENTY FOURTH STREET PASSYUNK PARTNERS, L.P.
                                   as Landlord

                          Dated As of October 31, 2003

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                                TABLE OF CONTENTS

1.   Certain Definitions.....................................................1

2.   Demise of Premises......................................................7

3.   Term....................................................................8

4.   Rent....................................................................8

5.   Net Lease...............................................................8

6.   Landlord's Covenants...................................................10

7.   Title and Condition....................................................11

8.   Taxes and Legal Requirements...........................................12

9.   Use....................................................................12

10.  Maintenance and Repair.................................................12

11.  Liens..................................................................13

12.  Alterations............................................................13

13.  Condemnation...........................................................13

14.  Insurance..............................................................14

15.  Damage, Destruction....................................................15

16.  Leasehold Financing....................................................16

17.  Assignment, Subleasing.................................................20

18.  Permitted Contests.....................................................21

19.  Environmental Matters..................................................21

20.  Purchase Option........................................................22

21.  Notices................................................................24

22.  Memorandum of Lease; Estoppel Certificates.............................25

23.  Surrender and Holding Over.............................................26

24.  No Merger of Title.....................................................26

25.  Exculpation............................................................27

26.  No Usury...............................................................27

27.  Broker.................................................................27

28.  Waiver of Landlord's Lien..............................................27

29.  No Waiver..............................................................28

30.  Separability...........................................................28

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31.  Indemnification........................................................28

32.  Joint and Several......................................................28

33.  Headings...............................................................28

34.  Modifications..........................................................28

35.  Successors; Assigns....................................................28

36.  Counterparts...........................................................29

37.  Governing Law..........................................................29

38.  Attorneys' Fees........................................................29

39.  Priority...............................................................29

40.  Waiver of Termination Right............................................29

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         THIS LEASE AGREEMENT is made as of this 31st day of October, 2003 by
and between SPSP Corporation, a Pennsylvania corporation ("SPSP"), having an
office at 44 West Lancaster Avenue, Suite 110, Ardmore, Pennsylvania 19003,
Passyunk Supermarket, Inc., a Pennsylvania corporation ("Passyunk"), having an
office at 44 West Lancaster Avenue, Suite 110, Ardmore, Pennsylvania 19003,
Twenty Fourth Street Passyunk Partners, L.P., a Pennsylvania limited partnership
("24th Street") having an office at 44 West Lancaster Avenue, Suite 110,
Ardmore, Pennsylvania 19003 (SPSP, Passyunk and 24th Street are collectively
referred to herein as "Landlord"), and Cedar-South Philadelphia I, LLC, a
Delaware limited liability company ("Tenant"), having its principal office at 44
South Bayles Avenue, Port Washington, New York 11050.

         In consideration of the rents and provisions herein stipulated to be
paid and performed, Landlord and Tenant hereby covenant and agree as follows:

         1.       Certain Definitions.

                  (a)      "24th Street" shall have the meaning set forth in the
preamble.

                  (b)      "AAA" shall have the meaning set forth in Paragraph
5(c)(ii) hereof.

                  (c)      "Additional Rent" shall mean all sums required to be
paid by Tenant to Landlord hereunder other than Basic Rent, which sums shall
constitute rental hereunder.

                  (d)      "Adjoining Land" shall have the meaning set forth in
Paragraph 2 hereof.

                  (e)      "Agreement to Enter Into Net Lease" shall mean that
certain Agreement to Enter Into Net Lease dated as of April 23, 2003 between
Landlord and Tenant, as the same has been amended.

                  (f)      "Alteration" or "Alterations" shall mean any and all
changes, additions, improvements, reconstructions and replacements of any of the
Improvements, both interior and exterior, and both ordinary and extraordinary.

                  (g)      "Available Cash" shall mean, with respect to any
calendar month, the excess of (i) Gross Revenues for the immediately preceding
calendar month, over (ii) Expenses payable during the calendar month at issue.

                  (h)      "Basic Rent" shall have the meaning set forth in
Paragraph 4 hereof.

                  (i)      "Basic Rent Payment Dates" shall have the meaning set
forth in Paragraph 4 hereof.

                  (j)      "Business Day" shall mean a day upon which commercial
banks are not authorized or required by law to close in Philadelphia,
Pennsylvania.

                  (k)      "Claim Deadline" shall have the meaning set forth in
Paragraph 31 hereof.

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                  (l)      "Commencement Date" shall have the meaning set forth
in Paragraph 3 hereof.

                  (m)      "Condemnation" shall mean a Taking and/or a
Requisition.

                  (n)      "CPI" shall mean the Consumer Price Index for all
Urban Consumers, New York-Northeastern New Jersey, All items (1982-1984 = 100),
issued and published by the Bureau of Labor, Department of Labor or any
successor index thereto, appropriately adjusted. If the CPI ceases to be
published and there shall be no successor index thereto, such index as shall be
mutually agreed to by Landlord and Tenant shall be substituted for the CPI.

                  (o)      "Curable Monetary Default' shall have the meaning set
forth in Paragraph 16(b)(iii) hereof.

                  (p)      "Cure Expiration Notice" shall have the meaning set
forth in Paragraph 16(b)(iii) hereof.

                  (q)      "Defaults Requiring Possession" shall have the
meaning set forth in Paragraph 16(b)(v) hereof.

                  (r)      "Environmental Agency" shall mean any federal, state
or local agency or authority with jurisdiction over Hazardous Substances or
Environmental Laws.

                  (s)      "Environmental Laws" shall mean the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9061, et seq.; the Hazardous Materials Transportation Act, as
amended, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. Section 6901, et seq.; and the Federal Water
Pollution Control Act, as amended, 33 U.S.C. Section 1251, et seq., as any of
the foregoing may be amended from time to time, and any other federal, state and
local laws and regulations, codes, statutes, orders, decrees, guidance
documents, judgments or injunctions, now or hereafter issued, promulgated,
approved or entered thereunder, relating to pollution, contamination or
protection of the environment, including, without limitation, laws relating to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals or industrial, toxic or hazardous substances or wastes
into the environment or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Substances.

                  (t)      "Environmental Matters" shall mean events,
proceedings, actions, filings, reports, investigations, remediations,
conditions, violations, compliance obligations, operations, claims, lawsuits,
losses, liabilities, fines, penalties, judgments, damages and expenses with
respect to the Leased Premises that (i) involve an issue under an Environmental
Law or (ii) fall within the jurisdiction of an Environmental Agency.

                  (u)      "Escrow Agent" shall have the meaning set forth in
Paragraph 20(b) hereof.

                  (v)      "Exercise Date" shall have the meaning set forth in
Paragraph 20(a) hereof.

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                  (w)      "Expenses" shall mean, with respect to any calendar
month, the amount set forth in Tenant's operating budget as being necessary for
the payment of expenses to be incurred during such calendar month in connection
with the operation of the Leased Premises, including, without limitation, debt
payments (including interest and principal) on loans (including any amounts due
and owing to a Recognized Leasehold Mortgagee), operating expenses, capital
expenditures, and real estate taxes.

                  (x)      "Expiration Date" shall have the meaning set forth in
Paragraph 3 hereof.

                  (y)      "Fee Mortgage" means any mortgage, deed of trust,
indenture of mortgage, pledge, assignment of rents or leases, collateral
assignment or similar Lien or security interest and any extension, modification,
amendment, spreader, consolidation or renewal thereof granted by Landlord on its
fee title to the Leased Premises.

                  (z)      "Gross Revenue" shall mean the gross revenue actually
received by Tenant during any calendar month from the operation of the Leased
Premises, including all subtenant fixed rents and percentage rents; all
reimbursements from subtenants for common area maintenance charges, insurance,
utilities and real estate taxes; and such other amounts as are collected from
subtenants.

                  (aa)     "Hazardous Substances" shall mean (1) any toxic
substance, hazardous waste, hazardous substance or related hazardous material;
(2) asbestos in any form which is or could become friable, urea formaldehyde
foam insulation, transformers or other equipment which contain dielectric fluid
containing levels of polychlorinated biphenyls in excess of presently existing
federal, state or local safety guidelines, whichever are more stringent; and (3)
any substance, material or chemical which is defined as or included in the
definition of "hazardous substances", "toxic substances", "hazardous materials",
"hazardous wastes" or words of similar import under any federal, state or local
statute, law, code, or ordinance or under the regulations adopted or guidelines
promulgated pursuant thereto, including, but not limited to, the Environmental
Laws.

                  (bb)     "Improvements" shall have the meaning set forth in
Paragraph 2 hereof.

                  (cc)     "Insurance Requirement" or "Insurance Requirements"
shall mean, as the case may be, any one or more of the terms of each insurance
policy required to be carried by Tenant under this Lease and the requirements of
the issuer of such policy, and whenever Tenant shall be engaged in making any
Alteration or Alterations, repairs or construction work of any kind
(collectively, "Work"), the term "Insurance Requirement" or "Insurance
Requirements" shall be deemed to include a requirement that Tenant obtain or
cause its contractor to obtain completed value builder's risk insurance when the
estimated cost of the Work in any one instance exceeds the sum of One Hundred
Thousand ($100,000.00) Dollars (which amount shall be automatically increased on
the first day of each calendar year by the percentage increase in the CPI for
such calendar year over the CPI for the immediately preceding calendar year),
and that Tenant or its contractor shall obtain worker's compensation insurance
or other adequate insurance coverage covering all persons employed in connection
with the Work, whether by Tenant, its contractors or subcontractors and with
respect to whom death or bodily injury claims could be asserted against
Landlord.

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                  (dd)     "Land" shall have the meaning set forth in Paragraph
2 hereof.

                  (ee)     "Landlord" shall have the meaning set forth in the
preamble.

                  (ff)     "Landlord Covenant" shall have the meaning set forth
in Paragraph 5(c)(i) hereof.

                  (gg)     "Landlord Lien" means any Lien affecting the Leased
Premises that (i) first arises from and after the Commencement Date and (ii) (x)
is the result of an affirmative action of Landlord or Landlord Parties (other
than Liens placed on the Leased Premises with the written consent of, or at the
written request of, Tenant), or (y) is a judgment or tax lien against Landlord.

                  (hh)     "Landlord Parties" means Landlord's agents,
consultants and representatives.

                  (ii)     "Leased Premises" shall have the meaning set forth in
Paragraph 2 hereof.

                  (jj)     "Leasehold Mortgage" means any mortgage, deed of
trust, indenture of mortgage, pledge, assignment of rents or leases, collateral
assignment or similar Lien or security interest, and any extension,
modification, amendment, spreader, consolidation or renewal thereof, granted by
Tenant on its leasehold estate created hereunder and not creating a Lien on
Landlord's fee estate in the Leased Premises.

                  (kk)     "Leasehold Mortgagee" means the holder of a Leasehold
Mortgage.

                  (ll)     "Legal Requirement" or "Legal Requirements" shall
mean, as the case may be, any one or more of all present and future laws, codes,
ordinances, orders, judgments, decrees, injunctions, rules, regulations and
requirements, even if unforeseen or extraordinary, of every duly constituted
governmental authority or agency (but excluding those which by their terms are
not applicable to and do not impose any obligation on Tenant, Landlord or the
Leased Premises) and all covenants, restrictions and conditions now or hereafter
of record which may be applicable to Tenant, to Landlord or to any of the Leased
Premises, or to the use, manner of use, occupancy, possession, operation,
maintenance, alteration, repair or reconstruction of any of the Leased Premises,
even if compliance therewith (i) necessitates structural changes or improvements
(including changes required to comply with the "Americans with Disabilities
Act") or results in interference with the use or enjoyment of any of the Leased
Premises or (ii) requires Tenant to carry insurance other than as required by
the provisions of this Lease.

                  (mm)     "Lender" shall mean Cedar-South Philadelphia II, LLC,
a Delaware limited liability company.

                  (nn)     "Lien" shall mean any lien, mortgage, charge on,
pledge of, or conditional sale or other title retention agreement with respect
to, or any other encumbrance of any kind, nature or description with respect to,
the Leased Premises.

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                  (oo)     "Loan" shall mean that-certain loan in the original
principal amount of $39,000,000 made by Lender to Landlord, secured by a
mortgage covering Landlord's fee interest in the Leased Premises and evidenced
by a promissory note.

                  (pp)     "Losses" shall have the meaning set forth in
Paragraph 31 hereof.

                  (qq)     "Net Casualty Proceeds" shall mean the entire
proceeds of any property casualty insurance less any actual and reasonable
expenses incurred in collecting such proceeds.

                  (rr)     "Net Condemnation Award" shall mean the entire award
of any Condemnation less any actual and reasonable expenses incurred in
collecting such proceeds.

                  (ss)     "Offer" shall have the meaning set forth in Paragraph
6(i) hereof.

                  (tt)     "Option Trigger Date" shall have the meaning set
forth in Paragraph 20(a) hereof.

                  (uu)     "Passyunk" shall have the meaning set forth in the
preamble.

                  (vv)     "Permits" shall mean licenses, permits, approvals and
certificates required or used in or relating to the ownership, use, maintenance,
occupancy or operation of any part of the Leased Premises.

                  (ww)     "Permitted Encumbrances" shall mean those covenants,
restrictions, reservations, liens, conditions, encroachments, easements and
other matters of title that affect the Leased Premises specifically set forth on
Exhibit B attached hereto.

                  (xx)     "Person" shall mean any individual, partnership,
corporation, limited liability company, trust or other entity.

                  (yy)     "Post-Closing Adjustments" shall have the meaning set
forth in Paragraph 5(c)(i) hereof.

                  (zz)     "Purchase Closing" shall have the meaning set forth
in Paragraph 20(d) hereof.

                  (aaa)    "Purchase Closing Date" shall have the meaning set
forth in Paragraph 20(d) hereof.

                  (bbb)    "Purchase Option" shall have the meaning set forth in
Paragraph 20(a) hereof.

                  (ccc)    Purchase Option Notice" shall have the meaning set
forth in Paragraph 20(a) hereof.

                  (ddd)    "Purchase Price" shall have the meaning set forth in
Paragraph 20(a) hereof.

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                  (eee)    "Recognition Agreement" shall have the meaning set
forth in Paragraph 17(b) hereof.

                  (fff)    "Recognized Leasehold Mortgage" shall mean the
Leasehold Mortgage held by a Recognized Leasehold Mortgagee.

                  (ggg)    "Recognized Leasehold Mortgagee" shall have the
meaning set forth in Paragraph 16(a)(ii) hereof.

                  (hhh)    "Recognized Leasehold Mortgage Documents" shall mean
the Recognized Leasehold Mortgage and any other documents entered into between
Tenant and a Recognized Leasehold Mortgagee in connection therewith.

                  (iii)    "Rent" shall mean Basic Rent, Additional Rent, and
all other sums payable under this Lease by Tenant to Landlord.

                  (jjj)    "Replacement Lease" shall have the meaning set forth
in Paragraph 16(b)(vi) hereof.

                  (kkk)    "Required Notice" shall have the meaning set forth in
Paragraph 16(b)(ii) hereof.

                  (lll)    "Requisition" shall mean any temporary condemnation
or confiscation of the use or occupancy of any of the Leased Premises by any
governmental authority, civil or military, whether pursuant to an agreement with
such governmental authority in settlement of or under threat of any such
requisition or confiscation, or otherwise.

                  (mmm)    "SPSP" shall have the meaning set forth in the
preamble.

                  (nnn)    "State" shall mean the Commonwealth of Pennsylvania.

                  (ooo)    "Sublease" means any sublease, license or other
occupancy agreement granted by Tenant to use all or any portion of the Leased
Premises and any amendments, extensions, renewals or modifications thereof.

                  (ppp)    "Surviving Representation" shall have the meaning set
forth in Paragraph 5(c)(i) hereof.

                  (qqq)    "Taking" shall mean any taking of any of the Leased
Premises in or by condemnation or other eminent domain proceedings pursuant to
any law, general or special, or by reason of any agreement with any condemnor in
settlement of or under threat of any such condemnation or other eminent domain
proceedings or by any other means, or any de facto condemnation.

                  (rrr)    "Taxes" shall mean taxes of every kind and nature
(including real, ad valorem and personal property, income, franchise,
withholding, profits and gross receipts taxes), all charges and/or taxes for any
easement or agreement maintained for the benefit of any of the Leased Premises,
all general and special assessments, levies, permits, inspection and license
fees,

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and all other public charges and/or taxes whether of a like or different nature,
even if unforeseen or extraordinary, imposed upon or assessed against Landlord,
Tenant or any of the Leased Premises as a result of or arising in respect of the
ownership, occupancy, leasing, use, maintenance, operation, management, repair
or possession thereof, or any activity conducted on the Leased Premises during
the term, including without limitation, any gross income tax, sales tax, use and
occupancy tax or excise tax levied by any governmental body on or with respect
to the Leased Premises, the Basic Rent or the Additional Rent; provided,
however, that nothing herein shall obligate Tenant to pay, and the term "Taxes"
shall exclude, federal, state or local (i) franchise, capital stock or similar
taxes if any, of Landlord, (ii) income, excess profits or other taxes, if any,
of Landlord, determined on the basis of or measured by its net income, or (iii)
any estate, inheritance, succession, gift, capital levy or similar taxes.

                  (sss)    "Tenant" shall have the meaning set forth in the
preamble.

                  (ttt)    "Term" shall mean the period of years (and/or
portions thereof) that this Lease shall be in effect, commencing on the
Commencement Date and ending on the Expiration Date.

                  (uuu)    "Trade Fixtures" shall mean all property, equipment
and fixtures, which are owned by Tenant and used in the operation of the
business conducted on the Leased Premises.

         2.       Demise of Premises. Landlord hereby demises and lets to Tenant
and Tenant hereby takes and leases from Landlord for the Term and upon the
provisions hereinafter specified the following described property: (a) all of
Landlord's right, title and interest in and to all of those certain plots,
pieces and parcels of land (the "Land") known by the addresses 2301-11 Oregon
Avenue, 2426 South 23rd Street and 2300 W. Passyunk Avenue, Philadelphia,
Pennsylvania and are commonly known as South Philadelphia Shopping Plaza, as
more particularly described in Exhibit A attached hereto, together with the
buildings and improvements (collectively, the "Improvements") located on the
Land (the Improvements and the Land, and all additions and accessions thereto,
substitutions therefor and replacements thereof permitted by this Lease are
hereinafter collectively referred to as the "Leased Premises"), subject to the
Permitted Encumbrances and the rights of space tenants under space leases with
respect to the Leased Premises, and (b) all of Landlord's right, title and
interest, if any, in, to and under (i) all easements, rights of way, privileges,
appurtenances, strips, gores and other rights pertaining to the Leased Premises,
including, without limitation and without warranty, any existing development
rights; (ii) any land in the bed of any street, road, avenue, open or proposed,
public or private, in front of or adjoining the Leased Premises or any portion
thereof, and any award to be made in lieu thereof and in and to any unpaid award
for damage to the Leased Premises by reasons of change of grade of any street
occurring after the date of execution and delivery of this Lease (collectively,
the "Adjoining Land"); and (iii) the fixtures, equipment, machinery, furniture,
furnishings, appliances, supplies and other items of personal property (and
replacements thereof), now owned or hereafter acquired by Landlord and contained
in or on, or used in connection with, the maintenance, use, occupancy and
operation of the Leased Premises.

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         3.       Term. Tenant shall have and hold the Leased Premises for a
term commencing on the date hereof (the "Commencement Date"), and ending on
September 30, 2033, or such earlier date as this Lease shall be terminated
pursuant to the terms of this Lease (the "Expiration Date").

         4.       Rent.

                  (a)      Subject to the terms of Paragraph 4(b) below, Tenant
shall pay to Landlord, as fixed monthly rent for the Leased Premises during the
Term ("Basic Rent"), an amount equal to the lesser of (i) ONE HUNDRED
SEVENTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY AND 00/100 ($178,750.00) DOLLARS, and
(ii) the Available Cash for such month. Basic Rent shall be paid in advance
commencing on the first day of the first month next following the Commencement
Date and continuing on the first day of each month thereafter during the Term
(the said days being called the "Basic Rent Payment Dates"), and shall pay the
same at Landlord's address set forth below or at such other address as Landlord
shall direct in writing. Pro rata Basic Rent for the period from the
Commencement Date to the last day of the month following the month in which the
Commencement Date occurs shall be computed and shall be paid in advance on the
Commencement Date, except that if the Commencement Date shall occur on the first
day of a calendar month, the full monthly installment of Basic Rent for the
month in which the Commencement Date occurs shall be paid in advance on the
Commencement Date. If the Expiration Date shall be other than a Basic Rent
Payment Date, Basic Rent shall be prorated based on a 30-day month.

                  (b)      Notwithstanding anything to the contrary contained in
Paragraph 4(a) above, from and after the date that a Recognized Leasehold
Mortgagee shall accelerate the repayment of a loan secured by a Recognized
Leasehold Mortgage, the Basic Rent shall be reduced to One Dollar and 00/100
($1.00).

         5.       Net Lease.

                  (a)      Subject to the terms of Paragraph 5(c) and Paragraph
5(d) below, it is the intention of the parties hereto that the obligations of
Tenant hereunder shall be separate and independent covenants and agreements, and
that Rent shall continue to be payable in all events, and that the obligations
of Tenant hereunder shall continue unaffected, unless the requirement to pay or
perform the same shall have been terminated pursuant to an express provision of
this Lease. This is a net lease and Rent shall be paid without notice, demand or
setoff, except as otherwise specifically set forth herein. This Lease shall not
terminate and Tenant shall not have any right to terminate this Lease, during
the Term (except as otherwise expressly provided herein).

                  (b)      Tenant shall pay directly to the proper authorities
charged with the collection thereof all charges for water, sewer, gas, oil,
electricity, telephone and other utilities or services used or consumed on the
Leased Premises during the Term, whether designated as a charge, tax,
assessment, fee or otherwise, including, without limitation, water and sewer use
charges and taxes, if any, all such charges to be paid as the same from time to
time become due. It is understood and agreed that Tenant shall make its own
arrangements for the installation or provision of all such utilities and that
Landlord shall be under no obligation to furnish any

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utilities to the Leased Premises and shall not be liable for any interruption or
failure in the supply of any such utilities to the Leased Premises.

                  (c)      (i)      Pursuant to the Agreement to Enter Into Net
Lease, (x) Landlord made certain representations to Tenant that survive the
closing thereunder (the "Surviving Representations"), for the period specified
by the Agreement to Enter into Net Lease, and (y) final adjustments of certain
items of revenue and expense not determined or not agreed upon as of the date of
this Lease ("Post-Closing_Adjustments") will be made during the Term. If, at the
time an installment of Basic Rent, Additional Rent or any other sum is due to
Landlord by Tenant, (A) Landlord shall have breached a Surviving Representation
and Tenant shall have commenced a claim with respect thereto within the period
specified by the Agreement to Enter into Net Lease, or (B) Landlord shall have
failed to comply with a covenant set forth in Paragraph 6 below (a "Landlord
Covenant"), or (C) Landlord shall owe money to Tenant on account of a
Post-Closing Adjustment, as indicated in a written notice delivered by Tenant to
Landlord, which notice shall indicate the amount of loss, cost, expense or
damage suffered by Tenant as a result thereof (in the case of clause (A) or (B)
of this Paragraph 5(c)(i)), or the amount of money owed by Landlord to Tenant on
account of the Post-Closing Adjustment (in the case of clause (C) of this
Paragraph 5(c)(i)), as applicable, then, in such case, notwithstanding anything
to the contrary contained in this Lease, Tenant shall have the right to deduct
from such installment(s) of Basic Rent, Additional Rent or any other sum due to
Landlord the amount of such loss, cost, expense, damage or amount of money owed.
If, at the time an installment of Basic Rent, Additional Rent or any other sum
is due to Landlord by Tenant, Tenant shall owe money to Landlord on account of a
Post-Closing Adjustment, as indicated in a written notice delivered by Tenant to
Landlord, which notice shall indicate the amount of money owed by Tenant to
Landlord, then, in such case, Tenant shall pay such amount as Additional Rent,
within thirty (30) days after receipt of such written notice.

                           (ii)     In the event that, within ten (10) Business
Days after receipt of a notice pursuant to Paragraph 5(c)(i) above, (x) Landlord
shall dispute whether Landlord shall have breached a Surviving Representation or
failed to comply with a Landlord Covenant (or the amount of loss, cost, expense
or damage suffered by Tenant as a result thereof), or whether Landlord owes
money to Tenant on account of a Post-Closing Adjustment (or the amount of money
owed on account thereof), or (y) Tenant shall dispute whether Tenant owes money
to Landlord on account of a Post-Closing Adjustment (or the amount of money owed
on account thereof), then either Landlord or Tenant shall have the right to
submit such dispute to binding arbitration under the Expedited Procedures
provisions (Rules E-1 through E-10 in the current edition) of the Commercial
Arbitration Rules of the American Arbitration Association ("AAA"). In cases
where the parties utilize such arbitration: (A) the parties will have no right
to object if the arbitrator so appointed was on the list submitted by the AAA
and was not objected to in accordance with Rule E-5, (B) the arbitrator shall be
selected within three (3) Business Days following submission of such dispute to
arbitration, (C) the arbitrator shall render his final decision not later than
three (3) Business Days after the last hearing, (D) the first hearing shall be
held within five (5) Business Days after the completion of discovery, and the
last hearing shall be held within fifteen (15) Business Days after the
appointment of the arbitrator, (E) any finding or determination of the
arbitrator shall be deemed final and binding (except that the arbitrator shall
not have the power to add to, modify or change any of the provisions of this
Agreement),

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and (F) the losing party in such arbitration shall pay the arbitration costs
charged by AAA and/or the arbitrator.

                           (iii)    If Landlord shall timely dispute whether
Landlord shall have breached a Surviving Representation during the period that
such Surviving Representation shall survive the closing under the Agreement to
Enter into Net Lease or failed to comply with a Landlord Covenant (or the amount
of the damage suffered by Tenant as a result thereof), or whether Landlord owes
money to Tenant on account of a Post-Closing Adjustment (or the amount of money
owed on account thereof), Tenant shall not be permitted to offset such amounts
in dispute during the pendency of the arbitration. If the arbitrator shall
determine that Landlord shall have breached a Surviving Representation during
the period that such Surviving Representation shall survive the closing under
the Agreement to Enter into Net Lease or that Landlord shall have failed to
comply with a Landlord Covenant, or that Landlord does owe money to Tenant on
account of a Post-Closing Adjustment, Tenant shall have the right to deduct such
amount determined by the arbitrator from the next installment(s) of Basic Rent,
Additional Rent or any other sum due to Landlord.

                           (iv)     If Tenant shall timely dispute whether
Tenant owes money to Landlord on account of a Post-Closing Adjustment (or the
amount of money owed on account thereof), Tenant shall not be required to pay
such amounts in dispute during the pendency of the arbitration. If the
arbitrator shall determine that Tenant does owe money to Landlord on account of
a Post-Closing Adjustment, Tenant shall pay such amount determined by the
arbitrator as Additional Rent within ten (10) days after such finding or
determination.

                  (d)      Tenant shall be permitted to offset certain amounts
against Basic Rent in accordance with Section 21 of the Agreement to Enter Into
Net Lease, which Section 21 is hereby incorporated into this Lease by reference.

         6.       Landlord's Covenants.

                  (a)      Landlord shall not cancel, amend or modify any
Permits with respect to the Leased Premises.

                  (b)      Landlord shall not initiate, withdraw, settle or
otherwise compromise any protest or reduction proceeding affecting real estate
taxes assessed against the Leased Premises for any fiscal period in which the
Commencement Date is to occur or any subsequent fiscal period.

                  (c)      Landlord shall not create or incur any Lien (other
than the Permitted Encumbrances).

                  (d)      Other than the mortgage or mortgages securing the
Loan, Landlord shall not grant any Fee Mortgage.

                  (e)      Neither Landlord nor any Landlord Parties shall bring
any Hazardous Substances in, upon, under, over or from the Leased Premises, and
neither Landlord nor any Landlord Parties shall grant written permission or
consent to any third party to bring any Hazardous Substances in, upon, under,
over or from the Leased Premises.

                                       10
<PAGE>

                  (f)      Landlord shall not remove or dispose of (or permit to
be removed or disposed of) any Hazardous Substances in, upon, under, over or
from the Leased Premises.

                  (g)      Neither Landlord nor any party claiming by, through
or under it, shall do any act to disturb Tenant's peaceful and quiet occupation
and enjoyment of the Leased Premises.

                  (h)      In the event that Landlord shall receive an offer
from a third party to acquire the Leased Premises (an "Offer"), and Landlord
shall desire to pursue the good faith negotiation of such Offer, Landlord shall
deliver written notice to Tenant and any Recognized Leasehold Mortgagee of such
Offer within five (5) days after Landlord's receipt thereof and shall not be
permitted to pursue such Offer unless (i) within thirty (30) days after receipt
of such notice: (x) Tenant shall deliver written notice to Landlord that Tenant
shall not exercise the Purchase Option, and (y) either such Recognized Leasehold
Mortgagee shall deliver to Landlord written consent to Tenant not exercising the
Purchase Option, or such 30-day period shall expire without such Recognized
Leasehold Mortgagee delivering a written objection to Landlord of Tenant's
decision not to exercise the Purchase Option, or (ii) the 30-day period referred
to in the foregoing clause (i) shall expire without Tenant having exercised the
Purchase Option and without the Recognized Leasehold Mortgagee delivering a
written objection to Landlord of Tenant's failure to exercise the Purchase
Option.

                  (i)      In the event that Landlord shall desire to sell the
Leased Premises, Landlord shall deliver written notice thereof to Tenant and any
Recognized Leasehold Mortgagee, and Landlord shall not be permitted to take any
action in furtherance of a sale of the Leased Premises unless: (i) within thirty
(30) days after receipt of such notice : (x) Tenant shall deliver written notice
to Landlord that Tenant shall not exercise the Purchase Option, and (y) either
such Recognized Leasehold Mortgagee shall deliver to Landlord written consent to
Tenant not exercising the Purchase Option, or such 30-day period shall expire
without such Recognized Leasehold Mortgagee delivering a written objection to
Landlord of Tenant's decision not to exercise the Purchase Option, or (ii) the
30-day period referred to in the foregoing clause (i) shall expire without
Tenant having exercised the Purchase Option and without the Recognized Leasehold
Mortgagee delivering a written objection to Landlord of Tenant's failure to
exercise the Purchase Option.

         7.       Title and Condition.

                  (a)      The Leased Premises are demised and let subject to
the Permitted Encumbrances and all Legal Requirements; it being understood and
agreed, however, that the recital of the Permitted Encumbrances herein shall not
be construed as a revival of any thereof which for any reason may have expired.

                  (b)      Except as specifically stated in this Lease and the
Agreement to Enter Into Net Lease, the Landlord specifically disclaims any
representation or warranty, oral or written, including, but not limited to,
those concerning (i) the nature and condition of the Leased Premises, (ii) the
manner, construction, condition and state of repair or lack of repair of any
improvements located on the Leased Premises, (iii) the compliance of the Leased
Premises or its operation with any laws, rules, ordinances, or regulations of
any government or other body, it being specifically understood that Tenant has
had the full opportunity to determine for itself the

                                       11
<PAGE>

condition of the Leased Premises, and (iv) the income and expenses of the Leased
Premises. Tenant expressly acknowledges that in consideration of the agreements
of the Landlord herein, except as otherwise specified herein, LANDLORD MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY DECLARATION OF
LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY,
CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE LEASED PREMISES, ANY IMPROVEMENTS, THE PERSONALTY OR
SOIL CONDITIONS. Landlord is not liable or bound in any manner by expressed or
implied warranties, guarantees, promises, statements, representations or
information pertaining to the Leased Premises made or furnished by any real
estate broker, agent, employee, servant or other Person representing or
purporting to represent Landlord unless such representations are expressly and
specifically set forth herein.

                  (c)      Landlord hereby unconditionally assigns, without
recourse or warranty whatsoever, to Tenant, all warranties, guaranties and
indemnities, express or implied, and similar rights which Landlord may have
against any manufacturer, seller, engineer, contractor or builder in respect of
any of the Leased Premises, including, but not limited to, any rights and
remedies existing under contract or pursuant to the Uniform Commercial Code.
Landlord hereby agrees to execute and deliver such further documents, including
powers of attorney, as Tenant may reasonably request (and which in the good
faith judgment of Landlord, do not adversely affect a substantial general
interest of Landlord), in order that Tenant may have the full benefit of the
assignment effected or intended to be effected by this Paragraph 7.

         8.       Taxes and Legal Requirements.

                  (a)      Landlord shall promptly deliver to Tenant any bill or
invoice it receives with respect to any Tax and Tenant shall pay the same
directly to the appropriate authority before the same becomes delinquent,
subject to Paragraph 18 below.

                  (b)      Subject to the provisions of Paragraph 18 below,
Tenant shall comply with all Legal Requirements.

                  (c)      Tenant is hereby authorized to continue, settle,
withdraw or otherwise compromise any proceeding or proceedings now pending for
the current tax year for the reduction of the assessed valuation of the Leased
Premises, and to initiate, continue, settle, withdraw or otherwise compromise
any proceeding or proceedings for the reduction of the assessed valuation of the
Leased Premises for any fiscal period during the Term.

         9.       Use. Tenant may use the Leased Premises for any lawful
purpose.

         10.      Maintenance and Repair. Tenant shall, at all times, put, keep
and maintain the Leased Premises, including, without limitation, the roof,
landscaping, walls (interior and exterior), footings, foundations and structural
components of the Leased Premises and the Adjoining Land, in good repair and
appearance, and shall make all repairs and replacements of every kind and nature
(whether foreseen or unforeseen, which may be required to be made upon or in
connection with any of the Leased Premises in order to keep and maintain the
Leased Premises in as good repair and appearance as they were as of the
Commencement Date, except

                                       12
<PAGE>

for ordinary wear and tear. Landlord hereby expressly waives the right to make
repairs at the expense of Tenant, which right may otherwise be provided for in
any law now or hereafter in effect.

         11.      Liens.

                  (a)      Except as otherwise provided herein, Tenant shall not
create or permit to exist any Lien on Landlord's estate in the Leased Premises,
and if any such Lien shall at any time be filed, then Tenant, prior to the
foreclosure of such Lien, and at Tenant's own cost and expense, shall cause the
same to be discharged of record; provided, however, that (i) the foregoing shall
not prohibit Tenant from granting any Leasehold Mortgage or subleasing its
interest in the Leased Premises, and (ii) nothing contained in this Paragraph 11
shall require Tenant to cause the discharge of any Landlord Liens, and Tenant
shall have no liability in connection therewith.

                  (b)      Notwithstanding the provisions of Paragraph 11(a)
above, Tenant shall be permitted to grant any rights-of-way, utility, access or
similar easements or any other interest or encumbrance affecting in any manner
the Leased Premises, provided that such easement, interest or encumbrance (x) is
necessary, in Tenant's sole and absolute discretion, for the operation of the
Leased Premises and (y) would not be prejudicial to Landlord's interest in the
Leased Premises. Landlord shall (at Tenant's sole cost and expense) join in any
instrument (or otherwise indicate its approval of any such instrument) necessary
to grant any such easement, interest or encumbrance (even if the term thereof
shall extend beyond the Expiration Date), provided that (i) such instrument
shall not impose any obligation on Landlord (other than the obligation to (A)
grant or join in the granting of such easement, interest or encumbrance and (B)
perform any term covenant or agreement that is usual and customary to similar
easements, interests or encumbrances of such kind), (ii) Landlord shall not be
liable for any breach of the terms of such instrument caused by Tenant and (iii)
Landlord's liability in respect of any breach or violation by Landlord of the
terms of such instrument shall be limited solely to Landlord's interest in the
Leased Premises.

         12.      Alterations. Tenant shall be permitted to perform any
Alterations without obtaining Landlord's prior consent.

         13.      Condemnation.

                  (a)      Landlord immediately upon obtaining knowledge of the
institution of any proceeding for Condemnation, shall notify Tenant thereof and
Tenant shall have the right to control such proceedings, including the right to
settle, adjust, compromise or collect any condemnation award, without the
consent of Landlord, but subject to the rights of any Recognized Leasehold
Mortgagee pursuant to any Recognized Leasehold Mortgage Documents. No agreement
with any condemnor in settlement of or under threat of any Condemnation shall be
made by Landlord without the written consent of Tenant and, if required by the
Recognized Leasehold Mortgage Documents, the Recognized Leasehold Mortgagee.

                  (b)      If there is no Recognized Leasehold Mortgage at the
time of the Condemnation, the following provisions shall apply:

                                       13
<PAGE>

                           (i)      In the event of a Taking of all or
substantially all of the Leased Premises, a portion of the Net Condemnation
Award in an amount equal to the then outstanding balance of the Loan (or if the
amount of the Net Condemnation Award shall be less than the amount of the then
outstanding balance of the Loan, the entire Net Condemnation Award), shall be
delivered to Lender and applied towards the repayment of the Loan. Any Net
Condemnation Award in excess of the amount of the then outstanding balance of
the Loan shall be retained by Tenant.

                           (ii)     In the event of a Taking of less than all or
substantially all of the Property, the Net Condemnation Award shall be applied
as follows:

                           1.       First, Tenant shall use the Net Condemnation
Award to restore such portion of the Leased Premises that Tenant shall elect to
restore (it being acknowledged that Tenant has no obligation to restore all or
any portion of the Leased Premises);

                           2.       Second, a portion of the remaining Net
Condemnation Award in an amount equal to the lesser of (A) the product of (x) a
fraction, the numerator of which is the number of square feet of the Leased
Premises taken, and the denominator of which is the number of square feet of the
entire Leased Premises immediately before the Taking, and (y) the then
outstanding principal balance of the Loan, and (B) the remaining Net
Condemnation Award, shall be delivered to Lender and applied towards the
reduction in the principal balance of the Loan; and

                           3.       Third, the balance of the Net Condemnation
Award, if any, shall be retained by Tenant.

                           (iii)    In the event of a Requisition, the entire
Net Condemnation Award shall be retained by Tenant.

                           (iv)     In the event of a Taking where the
provisions of Paragraph 13(b)(ii)(2) shall apply, from and after the date of
reduction of the principal balance of the Loan in accordance with the terms of
said Paragraph 13(b)(ii)(2), the amount set forth in clause (i) of Section 4(a)
above shall be reduced in the same proportion that the monthly installments of
interest under the Loan were reduced.

                  (c)      If there is a Recognized Leasehold Mortgage at the
time of the Condemnation, the Net Condemnation Award shall be delivered to
Tenant or the Recognized Leasehold Mortgagee, as required by the Recognized
Leasehold Mortgage Documents, and applied and disbursed in accordance with the
Recognized Leasehold Mortgage Documents.

         14.      Insurance.

                  (a)      Tenant shall maintain, at its sole cost and expense,
(i) insurance against loss or damage to the Improvements under an All Risk
Policy; (ii) contractual and commercial general liability insurance against
claims for bodily injury, death or property damage occurring on, in or about any
of the Leased Premises or the Adjoining Land with limits of at least $50,000,000
(which amount shall be automatically increased on the first day of each calendar
year by the percentage increase in the CPI for such calendar year over the CPI
for the

                                       14
<PAGE>

immediately preceding calendar year); and (iii) worker's compensation insurance
covering all persons employed by Tenant on the Leased Premises in connection
with any work done on or about any of the Leased Premises.

                  (b)      The insurance policies shall (except for worker's
compensation insurance) name Landlord and Lender, as additional insured parties.
Said insurance shall contain a provision whereby the insurer agrees not to
cancel, diminish or materially modify said insurance policy(ies) without having
given Landlord at least thirty (30) days prior written notice thereof. If said
insurance or any part thereof shall expire, be withdrawn, become void by breach
of any condition thereof by Tenant or become void or unsafe by reason of the
failure or impairment of the capital of any insurer, Tenant shall immediately
obtain new or additional insurance reasonably satisfactory to Landlord.

                  (c)      Tenant shall pay as they become due all premiums for
the insurance required by this Paragraph 14 and shall renew or replace each
policy.

                  (d)      Anything in this Paragraph 14 to the contrary
notwithstanding, any insurance which Tenant is required to obtain pursuant to
Paragraph 14(a) may be carried under a "blanket" policy or policies covering
other properties or liabilities of Tenant, provided that such "blanket" policy
or policies otherwise comply with the provisions of this Paragraph 14.

         15.      Damage, Destruction.

                  (a)      Tenant shall settle, adjust, collect and compromise
any and all claims in connection with a casualty, without the consent of
Landlord, but subject to the rights of any Recognized Leasehold Mortgagee
pursuant to any Recognized Leasehold Mortgage Documents.

                  (b)      In the event of any casualty (whether or not insured
against) resulting in damage to the Leased Premises or any part thereof, the
Term shall nevertheless continue and, except as provided in Paragraph 15(d)
below, there shall be no abatement or reduction of Rent.

                  (c)      If there is no Recognized Leasehold Mortgage at the
time of the casualty, the following provisions shall apply:

                           (i)      The Net Casualty Proceeds of such insurance
payment shall be applied as follows:

                           1.       First, Tenant shall use the Net Casualty
Proceeds to restore such portion of the Leased Premises that Tenant shall elect
to restore (it being acknowledged that Tenant has no obligation to restore all
or any portion of the Leased Premises);

                           2.       Second, if Tenant shall elect not to restore
the damage resulting from such casualty, or if Tenant shall not have restored
the entire Leased Premises, a portion of any remaining Net Casualty Proceeds in
an amount equal to the lesser of (A) the product of (x) a fraction, the
numerator of which is the number of square feet of the Leased Premises lost by
reason of the casualty, and the denominator of which is the number of square
feet of the entire Leased Premises immediately before the casualty, and (y) the
then outstanding principal balance

                                       15
<PAGE>

of the Loan, and (B) the entire remaining Net Casualty Proceeds, shall be
delivered to Lender and applied towards the reduction in the principal balance
of the Loan; and

                           3.       Third, the balance of the Net Casualty
Proceeds, if any, shall be retained by Tenant.

                           (ii)     In the event of a casualty where the
provisions of Paragraph 15(c)(i)(2) shall apply, from and after the date of
reduction of the principal balance of the Loan in accordance with the terms of
said Paragraph 15(c)(i)(2), the amount set forth in clause (i) of Section 4(a)
above shall be reduced in the same proportion that the monthly installments of
interest under the Loan were reduced.

                  (d)      If there is a Recognized Leasehold Mortgage at the
time of the casualty, the Net Casualty Proceeds shall be delivered to Tenant or
the Recognized Leasehold Mortgagee, as required by the Recognized Leasehold
Mortgage Documents, and applied and disbursed in accordance with the Recognized
Leasehold Mortgage Documents.

         16.      Leasehold Financing.

                  (a)      (i)      Tenant shall have the right, at any time,
and from time to time, without the consent of Landlord in each instance, (x) to
mortgage or pledge the leasehold estate and interest of Tenant under this Lease
without limit as to amount and on any terms Tenant may deem desirable and (y) to
assign Tenant's interest under this Lease and the rentals hereunder to any
Leasehold Mortgagee as additional collateral for the payment of such mortgage
indebtedness. Landlord shall make, at Tenant's cost and expense, such
modifications to this Lease as a Leasehold Mortgagee shall request, provided
that such modifications do not decrease any rights or benefits, or increase any
obligations, of Landlord. So long as the Leasehold Mortgagee is not given actual
physical possession of the Leased Premises contemporaneously with the creation
of a Leasehold Mortgage, the making and delivery of any Leasehold Mortgage shall
not be deemed to constitute an assignment or transfer of this Lease nor of the
leasehold estate and interest of Tenant under this Lease, nor shall any
Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this
Lease or the leasehold estate so as to require such Leasehold Mortgagee, as
such, to assume the performance of, or be bound to perform, any of the terms,
covenants or conditions on the part of Tenant under this Lease to be performed.
Subject to the provisions of this Paragraph 16, any Leasehold Mortgagee or its
successor or assignee or designee may become the legal owner and holder of
Tenant's leasehold estate by foreclosure of its Leasehold Mortgage or as a
result of the assignment of this Lease in lieu of foreclosure or otherwise,
subsequent to such a foreclosure or assignment in lieu of foreclosure, and upon
so becoming the legal owner and holder, the Leasehold Mortgagee or its successor
or assignee or designee shall assume in writing the performance of, and be bound
to perform, all of the terms, covenants or conditions on the part of Tenant
under this Lease thereafter to be performed.

                           (ii)     Whenever Tenant shall give a Leasehold
Mortgage in accordance with the terms of this Lease, then so long as such
Leasehold Mortgage shall remain unsatisfied of record, and such Leasehold
Mortgagee shall have notified Landlord in writing of the name and post office
address in the United States of America of at least one Person to whom any
notices under Paragraph 16(b) below shall be given and provided Landlord with a
copy of all documents

                                       16
<PAGE>

comprising such Leasehold Mortgage that are submitted for recording in the
recorder's office (or in the case of any unrecorded Leasehold Mortgage, all
mortgages, assignments of rents and similar instruments relating to such
unrecorded Leasehold Mortgage) (any such Leasehold Mortgagee, a "Recognized
Leasehold Mortgagee"), the provisions of Paragraph 16(b) below shall apply with
respect to, and inure to the benefit of, such Recognized Leasehold Mortgagee.

                           (iii)    If more than one Recognized Leasehold
Mortgagee has exercised any of the rights afforded by Paragraph 16(b) hereof,
only that Recognized Leasehold Mortgagee, to the exclusion of all other
Recognized Leasehold Mortgagees, whose Leasehold Mortgage is most senior in Lien
priority shall be recognized by Landlord as having ,exercised such right, for so
long as such Recognized Leasehold Mortgagee shall be diligently exercising its
rights under this Lease with respect thereto, and thereafter only the Recognized
Leasehold Mortgagee whose Leasehold Mortgage is next most senior in Lien
priority shall be recognized by Landlord, unless any such Recognized Leasehold
Mortgagee shall have designated in writing a Recognized Leasehold Mortgagee
whose Leasehold Mortgage is junior in Lien priority to exercise such right.

                  (b)      (i)      No cancellation, surrender and acceptance of
surrender, modification or amendment of this Lease shall be binding upon any
Recognized Leasehold Mortgagee, or affect the Lien of its Leasehold Mortgage,
without the prior written consent of the Recognized Leasehold Mortgagee, and any
such action taken without such Recognized Leasehold Mortgagee's consent shall
not be binding on such Recognized Leasehold Mortgagee.

                           (ii)     Landlord, upon serving Tenant any (A) notice
of default under this Lease, (B) notice required to be delivered pursuant to
Section 6(h), (C) notice required to be delivered pursuant to Section 6(i), or
(D) notice in connection with the Purchase Option (any such notice, a "Required
Notice"), shall at the same time serve a copy of any such Required Notice upon
each Recognized Leasehold Mortgagee in the manner contemplated in Paragraph 22
of this Lease, and no such Required Notice shall be deemed to have been duly
given to Tenant unless and until a copy thereof shall have been given to each
Recognized Leasehold Mortgagee.

                           (iii)    Upon the expiration of the period of time
given to Tenant under the provisions of this Lease to remedy the default or
cause it to be remedied or to cause action to remedy a default to be commenced,
Landlord shall give each Recognized Leasehold Mortgagee notice (the "Cure
Expiration Notice") of the expiration of such period specifying whether or not
the default has been cured. Each Recognized Leasehold Mortgagee shall have the
right, (x) during a period of forty-five (45) days after its receipt of the Cure
Expiration Notice, in the case of a non-monetary default by Tenant under this
Lease which is susceptible of a cure by the Recognized Leasehold Mortgagee (a
"Curable Non-Monetary Default"), to remedy such default, cause it to be remedied
or cause action to remedy such a default to be commenced and (y) during a period
of thirty (30) days after its receipt of the Cure Expiration Notice, in the case
of a default in the payment of Rent, to pay all amounts then in default
hereunder. All costs and expenses incurred by Landlord in connection with
Landlord's compliance with this Paragraph 16(b)(iii) shall be paid by Tenant to
Landlord within thirty (30) days after Landlord's written demand therefor, which
demand shall be accompanied by reasonable evidence of such costs and expenses.

                                       17
<PAGE>

                           (iv)     With respect to each Recognized Leasehold
Mortgagee, Landlord agrees that no default shall have occurred or be deemed to
have occurred if (1) before the expiration of the thirty (30) day grace or cure
period within which a default in the payment of Rent may be remedied by the
Recognized Leasehold Mortgagee provided in Paragraph 16(b)(iii) above, the
Recognized Leasehold Mortgagee, shall have paid to Landlord all Rent then in
default and (2) in the case of any other default, provided that all Rent then in
default hereunder shall have been paid within the period provided in Paragraph
16(b)(iii) hereof and all other Rent under this Lease that shall thereafter
accrue shall have been paid within the period provided in Paragraph 16(b)(iii),
within the forty-five (45) day grace or cure period set forth in Paragraph
16(b)(iii) hereof, a Recognized Leasehold Mortgagee, shall have cured or shall
be engaged in curing all defaults hereunder and shall diligently complete such
cure or comply with the provisions of this Paragraph 16(b)(iv) within the time
periods set forth in this Paragraph 16(b)(iv). If such Recognized Leasehold
Mortgagee shall (x) fail to cure (in the case of monetary defaults) or commence
to cure (in the case of non-monetary defaults), to the extent such commencement
is reasonably feasible under the circumstances, such default within the
applicable cure period provided in the immediately preceding sentence or (y)
notify Landlord, in writing, that it has relinquished its claims in respect of
the Leased Premises or that it will not institute foreclosure proceedings, or,
if such proceedings shall have been commenced, that it has discontinued such
proceedings, Landlord shall have the right to take any action permitted under
this Lease by reason of any default by Tenant unless Tenant shall have cured the
default prior to Landlord's delivery to Tenant of notice of the termination of
this Lease. Landlord shall accept performance by or on behalf of the Recognized
Leasehold Mortgagee who has complied with the provisions of this Paragraph 16(b)
as if the same had been performed by Tenant.

                           (v)      The parties acknowledge that there are
certain types of defaults by Tenant under this Lease which a Recognized
Leasehold Mortgagee may not be capable of curing (or commencing to cure) within
the time periods specified above (including, without limitation, failure by
Tenant to perform work required to be performed or acts required to be done or
to correct conditions which violate Legal Requirements) and which may only be
cured (or commence to be cured) if the Recognized Leasehold Mortgagee shall
obtain possession of the Leased Premises ("Defaults Requiring Possession").
Anything herein contained to the contrary notwithstanding, upon the occurrence
of any Default Requiring Possession, Landlord shall take no action to effect
termination of this Lease (which right has been waived pursuant to Paragraph 40
below) without first giving each Recognized Leasehold Mortgagee, from and after
the date that each Recognized Leasehold Mortgagee shall have received notice
from Landlord that such a Default Requiring Possession has occurred, a
reasonable time within which to institute, and thereafter diligently prosecute,
steps to obtain possession of the Leased Premises and thereafter promptly
commence and act diligently to cure such Default Requiring Possession (which
period of time shall not be less than the period reasonably required by the
Recognized Leasehold Mortgagee, with the exercise of reasonable diligence).
Notwithstanding the foregoing, no Recognized Leasehold Mortgagee shall be
obligated to continue such possession (once obtained) or to continue such
foreclosure proceedings (once commenced) after any Default Requiring Possession
shall have been cured.

                           (vi)     In case of the termination of this Lease for
any reason (including, without limitation, the rejection of this Lease in a
bankruptcy proceeding), other than the expiration of this Lease by its terms,
Landlord shall give prompt notice thereof to each

                                       18
<PAGE>

Recognized Leasehold Mortgagee. Such notice shall include a statement of all
Rent which would then be due under this Lease but for such termination and all
other defaults then known to Landlord. Landlord shall, on written request of the
Recognized Leasehold Mortgagee, made at any time within thirty (30) days after
the giving of such notice by Landlord, enter into a new lease of the Leased
Premises (the "Replacement Lease") with such Recognized Leasehold Mortgagee, or
its nominee or designee, within ninety (90) days after receipt of such request
which Replacement Lease shall have the same Lien priority as this Lease and
shall be effective as of the date of such termination of this Lease for the
remainder of the Term, at the same rate of Rent, and upon the same terms,
covenants, conditions and agreements as are herein contained; provided, however,
that the Recognized Leasehold Mortgagee or its nominee or designee, as the case
may be, shall (x) contemporaneously with the execution of a Replacement Lease,
pay to Landlord the Rent which Landlord has specified as due in the notice given
pursuant to this Paragraph 16(b)(vi) including any past due amounts, (y) at the
time of the execution and delivery of the Replacement Lease, pay to Landlord any
and all Rent which would have been due hereunder from the date of termination of
this Lease (had this Lease not been terminated) to and including the date of the
execution and delivery of the Replacement Lease, together with all actual and
reasonable expenses, including, without limitation, reasonable attorneys' fees
and disbursements incurred by Landlord in connection with the termination of
this Lease and with the execution and delivery of the Replacement Lease, less
the net amount of all sums received by Landlord from any occupants of any part
or parts of the Leased Premises up to the date of the execution of the
Replacement Lease (as such expenses are specified in writing by Landlord to the
Recognized Leasehold Mortgagee), and (z) on or prior to the execution and
delivery of the Replacement Lease, agree in writing that promptly following the
execution and delivery of the Replacement Lease, such Recognized Leasehold
Mortgagee, or its nominee or designee, as the case may be, will perform or cause
to be performed all of the other covenants and agreements herein contained on
Tenant's part to be performed which are susceptible of being cured by the
Recognized Leasehold Mortgagee to the extent that Tenant shall have failed to
perform the same to the date of execution and delivery of the Replacement Lease.
Concurrently with the execution and delivery of the Replacement Lease, Landlord
shall assign any insurance proceeds or condemnation awards then held by or
payable to Landlord which Tenant would have been entitled to receive but for the
termination of this Lease. Nothing herein contained shall be deemed to impose
any obligation on the part of Landlord to deliver physical possession of the
Leased Premises to the Recognized Leasehold Mortgagee, or its nominee or
designee, unless Landlord at the time of the execution and delivery of the
Replacement Lease shall have obtained physical possession thereof. Except as
specifically set forth herein, until the Replacement Lease is executed and
delivered by the Recognized Leasehold Mortgagee, or its nominee or designee,
such Recognized Leasehold Mortgagee or, its nominee or designee, shall have no
liability hereunder or under the Replacement Lease.

                           (vii)    The name of any Recognized Leasehold
Mortgagee shall be added as an additional named insured to any insurance carried
by Tenant and shall be added to the loss payable endorsement and named as
"mortgagee" on any and all fire and other casualty insurance polices carried by
Tenant in respect of the Leased Premises to be paid to Tenant and/or the
Recognized Leasehold Mortgagee pursuant to Section 15(d) above. The Recognized
Leasehold Mortgagee shall not be liable for the performance of Tenant's
obligations under this Lease unless such Recognized Leasehold Mortgagee has
succeeded to and has possession of the interest of Tenant under this Lease.

                                       19
<PAGE>

                  (c)      Provided that (i) a Replacement Lease shall have been
granted to a Recognized Leasehold Mortgagee, or any of its respective nominees
or designees, pursuant to Paragraph 16(b) hereof or (ii) the Recognized
Leasehold Mortgagee, or its nominee or designee, shall have become the legal
owner and holder of Tenant's leasehold estate, by foreclosure or other legal
proceedings, by assignment in lieu of foreclosure or otherwise, then the
Recognized Leasehold Mortgagee, or any of its respective nominees or designees,
shall be liable for the performance of all of Tenant's covenants under such
Replacement Lease or this Lease, as the case may be, from and after the
effective date of such Replacement Lease or such acquisition of such estate by
foreclosure or other legal proceedings, assignment in lieu of foreclosure or
otherwise; provided, however, that from and after the time that (A) (x) the
Recognized Leasehold Mortgagee, or any of its nominees or designees, shall have
assigned the leasehold estate of Tenant (in the event that the Recognized
Leasehold Mortgagee, or any of its respective nominees or designees, shall have
become the legal owner and holder of such estate) or the Replacement Lease (in
the event that the Recognized Leasehold Mortgagee, or any of its respective
nominees or designees, shall have been granted a Replacement Lease) and (y) such
assignee shall have delivered to Landlord an agreement, in form reasonably
acceptable to Landlord, pursuant to which the assignee assumes and agrees to
perform all of the terms, covenants and conditions of this Lease or such
Replacement Lease, as the case may be (including, without limitation,
obligations thereunder that accrued prior to the date of such agreement), or (B)
the Recognized Leasehold Mortgagee, or any of its nominees or designees, shall
have abandoned the Leased Premises, the Recognized Leasehold Mortgagee, or any
of its nominees or designees, shall be automatically and entirely released and
discharged from the performance of all terms, covenants and conditions of Tenant
under this Lease, or of the lessee under the Replacement Lease, as the case may
be, thereafter accruing.

         17.      Assignment, Subleasing.

                  (a)      Tenant may sublet the Leased Premises in whole or in
part without the consent of Landlord, provided that, in such case, Tenant shall
continue to be liable under this Lease. Tenant may assign its interest in this
Lease without the consent of Landlord, provided that Lender's rights under the
Loan and the documents evidencing and securing the Loan are assigned to said
assignee or an affiliate of said assignee. In the case of such an assignment of
Tenant's interest in this Lease, Tenant shall be released from all liability
under this Lease that arises from and after the date of such assignment.

                  (b)      Each sublease of the Leased Premises or any part
thereof shall be subject and subordinate to the provisions of this Lease shall
expire at least one (1) day prior to the term of this Lease. Upon Tenant's
request, Landlord shall enter into a subordination, recognition and attornment
agreement with a subtenant (which agreement shall be substantially in the form
annexed hereto as Exhibit D (the "Recognition Agreement") and made a part
hereof) with respect to each sublease. Landlord shall make such modifications to
Exhibit D as a prospective subtenant may reasonably request, provided that such
modifications do not decrease any rights or benefits, or increase any
obligations, of Landlord, other than to a de minimis extent. All costs and
expenses incurred by Landlord in connection with Landlord entering into a
Recognition Agreement shall be paid by Tenant to Landlord within thirty (30)
days after Landlord's written demand therefor, which demand shall be accompanied
by reasonable evidence of such costs and expenses.

                                       20
<PAGE>

                  (c)      Tenant agrees that in the case of an assignment,
Tenant shall, within five (5) Business Days after the execution and delivery of
any such assignment, deliver to Landlord (i) a duplicate original of such
assignment in recordable form and (ii) an agreement executed and acknowledged by
the assignee in recordable form wherein the assignee shall agree to assume and
agree to observe and perform all of the terms and provisions of this Lease on
the part of Tenant to be observed and performed from and after the date of such
assignment, pursuant to an assumption agreement in form and substance reasonably
satisfactory to Landlord.

         18.      Permitted Contests. Notwithstanding any provision of this
Lease to the contrary, after prior written notice to Landlord, Tenant shall not
be required to (i) pay any Tax, (ii) comply with any Legal Requirement, or (iii)
discharge or remove any Lien, so long as Tenant shall contest, in good faith and
at its expense, the existence, the amount or the validity thereof, the amount of
the damages caused thereby, or the extent of Tenant's or Landlord's liability
therefor, by appropriate proceedings which shall operate during the pendency
thereof to prevent (v) the collection of, or other realization upon, the Tax or
Lien so contested, (w) the sale, forfeiture or loss of any of the Leased
Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay
any damages caused by the violation of the same, (x) any interference with the
use or occupancy of any of the Leased Premises, (y) any interference with the
payment of any Basic Rent or any Additional Rent, and (z) the cancellation of
any fire or other insurance policy. Tenant further agrees that each such contest
shall be promptly and diligently prosecuted to a final conclusion, except that
Tenant shall, so long as all of the conditions of the first sentence of this
Paragraph 18 are at all times complied with, have the right to attempt to settle
or compromise such contest through negotiations. Tenant shall pay any and all
judgments, decrees and costs (including all attorneys' fees and expenses) in
connection with any such contest, including those costs and expenses incurred by
Landlord in connection therewith, and shall, promptly after the final
determination of such contest, fully pay and discharge the amounts which shall
be levied, assessed, charged or imposed or be determined to be payable therein
or in connection therewith, together with all penalties, fines, interest, costs
and expenses thereof or in connection therewith, and perform all acts the
performance of which shall be ordered or decreed as a result thereof.

         19.      Environmental Matters.

                  (a)      Tenant shall, promptly after obtaining knowledge of
any Environmental Matter, notify Landlord thereof. Landlord shall, promptly
after obtaining knowledge of any Environmental Matter, notify Tenant thereof.

                  (b)      In the event that (i) an Environmental Matter shall
arise from and after the Commencement Date, (ii) such Environmental Matter
relates to Hazardous Substances disposed of or released in, on or under the
Leased Premises from and after the Commencement Date, (iii) Tenant shall
thereafter fail to comply with an Environmental Law or the direction of an
Environmental Agency with respect to such Environmental Matter, and (iv) such
failure to comply shall result in a determination or judgment that (x) all or a
portion of Landlord's interest in the Leased Premises shall be sold, forfeited,
or lost, or (y) civil or criminal liability or penalty shall be imposed on
Landlord, then, in such case, Landlord may, as Landlord's sole remedy in
connection with such failure to comply, perform at the expense of Tenant such
work as is necessary to comply with such Environmental Law or direction of an
Environmental Agency. All costs and expenses incurred by Landlord in connection
with such performance by Landlord

                                       21
<PAGE>

pursuant to this Paragraph 19(b) shall be paid by Tenant to Landlord within
thirty (30) days after Landlord's written demand therefor, which demand shall be
accompanied by reasonable evidence of such costs and expenses. In the event that
Tenant shall fail to pay such costs and expenses within said 30-day period,
Landlord's sole remedy in connection therewith shall be to deduct the unpaid
amount, together with interest thereon at a rate of 12% per annum, from the next
monthly installment of interest payable by Landlord to Lender under the Loan.

                  (c)      Notwithstanding anything to the contrary contained in
Paragraph 19(b) above, in no event shall Tenant have any responsibility or
obligations to Landlord with respect to Environmental Matters that occurred or
arose prior to the Commencement Date or Hazardous Substances disposed of or
released in, on or under the Leased Premises prior to the Commencement Date.

         20.      Purchase Option.

                  (a)      Subject to the terms of Paragraph 20(e) below, at any
time from and after the tenth (10th) anniversary of the Commencement Date (the
"Option Trigger Date"), Tenant shall have the right and option (the "Purchase
Option") to purchase (at the time set forth in Paragraph 20(e) below), the
entire Leased Premises at a purchase price (the "Purchase Price") that shall be
an amount equal to the fair market value of the Leased Premises as of the date
that Tenant shall have exercised the Purchase Option (such date, the "Exercise
Date"). The fair market value of the Leased Premises pursuant to this Paragraph
20 shall be determined as of the Exercise Date by an appraiser selected by
Tenant, who shall, in determining said fair market value, (i) take into account
the existence of the Lease, (ii) deduct the transfer taxes payable by Tenant
pursuant to Paragraph 20(b) below, (iii) deduct the amount of any brokerage
commissions that would have been payable had the Leased Premises been sold to a
third party, and (iv) use a discount rate equal to the sum of (A) 600 basis
points, and (B) the higher of (x) the ten year Treasury note rate than in effect
on the Exercise Date, and (y) the average ten year Treasury note rate in effect
during the period beginning on the Commencement Date and ending on the Exercise
Date. Subject to the terms of Paragraph 20(e) and Paragraph 20(f) below, the
Purchase Option may be exercised only by Tenant giving Landlord written notice
(the "Purchase Option Notice") at any time during the Term of Tenant's intention
to exercise the Purchase Option pursuant to this Paragraph 20.

                  (b)      Contemporaneously with the execution of this Lease,
Landlord has delivered to Ledgewood Law Firm, P.C., as escrow agent ("Escrow
Agent"), a deed in the form attached hereto as Exhibit C, executed and
acknowledged on behalf of Landlord (the "Deed"), to be held in escrow by Escrow
Agent until the occurrence of the events set forth in this Paragraph 20(b). If
Tenant (or a Recognized Leasehold Mortgagee on behalf of Tenant) shall exercise
the Purchase Option pursuant to Paragraph 20(a) above, then (i) upon the
completion of the appraisal referred to in said Paragraph 20(a), Tenant shall
deliver a copy of said appraisal to Landlord and Escrow Agent, and (ii) on the
Purchase Closing Date, (A) provided that the provisions of clause (i) and the
other provisions of this clause (ii) are satisfied, Escrow Agent will be
irrevocably authorized and required to release and record the Deed,
notwithstanding Escrow Agent's receipt of any inconsistent, contrary or
conflicting notice or instructions from Landlord (and Escrow Agent will not be
authorized to deposit the Deed with any court or other governmental authority,
or commence any interpleader or similar action, by reason of having received
inconsistent,

                                       22
<PAGE>

contrary or conflicting notices or instructions from Landlord), (B) Landlord
shall remove any Landlord Liens, (C) Landlord shall deliver to Tenant such title
affidavits and other documents as are reasonably and customarily required by a
nationally-recognized title insurance company selected by Tenant to insure fee
title to the Leased Premises by an ALTA extended coverage owner's policy of
title insurance without any exception for any Landlord Liens, (D) Tenant shall
deliver to Landlord an amount equal to the Purchase Price, in cash, by good
unendorsed certified or official bank check payable to the order of Landlord or
its designee and drawn on a bank or trust company which is a member of the New
York Clearinghouse Association, or, at Landlord's election, by wire transfer of
immediately available federal funds to an account designated by Landlord, and
(E) Landlord and Tenant shall execute such transfer tax forms as are required in
order to transfer the Leased Premises in accordance with this Paragraph 20.
Tenant shall pay all transfer, stamp or other similar taxes and all other
closing costs attributable to the purchase and sale of the Leased Premises
pursuant to this Paragraph 20; provided, however, that each of Landlord and
Tenant shall pay their respective attorneys' fees and disbursements. This Lease
shall be deemed terminated as of the Purchase Closing Date, and Landlord and
Tenant shall have no further liability to one another under this Lease, except
for those duties and obligations hereunder that (i) accrue prior to the date of
such termination, or (ii) expressly survive the expiration or early termination
of this Lease. Landlord shall refund to Tenant any prepaid Rent allocable to any
period after the date of such termination.

                  (c)      In the event that Tenant shall not exercise the
Purchase Option, Escrow Agent shall destroy the Deed on the Expiration Date.
Upon the release of the Deed pursuant to Paragraph 20(b) or the destruction of
the Deed pursuant to this Paragraph 20(c), Escrow Agent shall be relieved and
discharged of all responsibilities and liabilities with respect thereto, and
shall not be subject to any claims made by or on behalf of Tenant or Landlord.
Landlord and Tenant agree to indemnify and hold the Escrow Agent harmless from
any and all liability, costs, expenses (including reasonable attorney fees and
disbursements), damages, actions or other charges which may be imposed upon, or
incurred by, the Escrow Agent in connection with the performance of its duties
hereunder, except with respect to any liability, cost and expense incurred as a
result of the Escrow Agent's willful misconduct or gross negligence. The
foregoing provisions shall survive the expiration or any sooner termination of
this Lease.

                  (d)      The closing of the transaction contemplated by this
Paragraph 20 (the "Purchase Closing") shall occur on the date that shall be the
later to occur of (i) the Option Trigger Date, and (ii) thirty (30) days after
the completion of the appraisal pursuant to Paragraph 20(a) above; provided,
however, that if Landlord is unable to remove any Landlord Liens, Landlord, in
order to attempt to remove such Landlord Liens, may adjourn the Purchase Closing
to a date no later than thirty (30) days following the scheduled date of the
Purchase Closing. Promptly after Landlord shall have removed all such Landlord
Liens, if any, Landlord shall reschedule the date of the Purchase Closing, upon
at least three (3) business days prior notice to Tenant. The actual date of the
Purchase Closing is the "Purchase Closing Date".

                  (e)      Notwithstanding anything to the contrary contained in
Paragraph 20(a) above, the Purchase Option shall be immediately exercisable from
and after the date that, and the Option Trigger Date shall be deemed to be the
date that:

                                       23
<PAGE>

                           (i)      any of SPSP, Passyunk or 24th Street shall
(w) voluntarily be adjudicated a bankrupt or insolvent, (x) consent to the
appointment of a receiver or trustee for itself or for Landlord's interest in
any of the Leased Premises, (y) file a petition seeking relief under the
bankruptcy or other similar laws of the United States, any state or any
jurisdiction, or (z) make a general assignment for the benefit of creditors;

                           (ii)     a court shall enter an order, judgment or
decree appointing a receiver or trustee for any of SPSP, Passyunk or 24th
Street, or for Landlord's interest in any of the Leased Premises or approving a
petition filed against any of SPSP, Passyunk or 24th Street which seeks relief
under the bankruptcy or other similar laws of the United States, any state or
any jurisdiction, and such order, judgment or decree shall remain in force,
undischarged or unstayed, sixty days after it is entered;

                           (iii)    any of SPSP, Passyunk or 24th Street shall
in any insolvency proceedings be liquidated or dissolved or shall begin
proceedings towards its liquidation or dissolution;

                           (iv)     the estate or interest of any of SPSP,
Passyunk or 24th Street in any of the Leased Premises shall be levied upon or
attached in any proceeding and such estate or interest is about to be sold or
transferred or such process shall not be vacated or discharged within sixty (60)
days after such levy or attachment;

                           (v)      The last of Gary Erlbaum, Steven Erlbaum and
Daniel Neducsin shall die;

                           (vi)     Landlord shall receive an Offer, and
Landlord shall desire to pursue the good faith negotiation of such Offer;
provided, however, that Tenant shall be required to exercise the Purchase Option
in accordance with the provisions of Paragraph 6(h) above; or

                           (vii)    Landlord shall desire to sell the Leased
Premises; provided, however, that Tenant shall be required to exercise the
Purchase Option in accordance with the provisions of Paragraph 6(i) above.

                  (f)      Notwithstanding the provisions of the last sentence
of Paragraph 20(a) above, Landlord acknowledges that a Recognized Leasehold
Mortgagee shall be permitted to exercise the Purchase Option on behalf of
Tenant, if and to the extent that such right is given to such Recognized
Leasehold Mortgagee under the Recognized Leasehold Mortgage Documents, and
Landlord agrees to recognize the exercise of the Purchase Option on behalf of
Tenant by such Recognized Leasehold Mortgagee.

         21.      Notices. All notices, requests, demands and other
communications provided for by this Agreement shall be (a) in writing, (b) sent
either by hand delivery service or by same day or overnight recognized
commercial courier service, addressed to the address of the parties stated below
or to such changed address as such party may have fixed by notice, and (c)
deemed to have been delivered on the date of receipt thereof (or the date that
such receipt is refused, if applicable), to the addresses stated below:

                                       24
<PAGE>

                  To Landlord:      c/o Greentree Properties Corporation
                                    44 West Lancaster Avenue, Suite 110
                                    Ardmore, Pennsylvania 19003
                                    Attention: Mr. Gary E. Erlbaum

                  with a copy to:   Greentree Properties Corporation
                                    44 West Lancaster Avenue, Suite 110
                                    Ardmore, Pennsylvania 19003
                                    Attention: William Frutkin, Esq.

                  with a copy to:   Ledgewood Law Firm, P.C.
                                    1521 Locust Street
                                    Philadelphia, Pennsylvania 19102
                                    Attention: Richard Abt, Esq.

                  To Tenant:        Cedar-South Philadelphia I, LLC
                                    44 South Bayles Avenue
                                    Port Washington, New York 11050
                                    Attention: Leo S. Ullman

                  with a copy to:   Stroock & Stroock & Lavan LLP
                                    180 Maiden Lane
                                    New York, New York 10038-4982
                                    Attention: Mark A. Levy, Esq.

                  with a copy to:   each Recognized Leasehold Mortgagee in
                                    accordance with the directions provided by
                                    such Recognized Leasehold Mortgagee pursuant
                                    to Paragraph 16(a)(ii) above

For the purposes of this Paragraph 21, any party may substitute its address by
giving fifteen days' notice to the other party in the manner provided above.

         22.      Memorandum of Lease; Estoppel Certificates. Tenant shall have
the right to require Landlord to execute, deliver and record, file or register
from time to time all such instruments as may be required by any present or
future law in order to evidence the respective interests of Landlord and Tenant
in any of the Leased Premises, and shall have the right to cause a memorandum of
this Lease, and any supplement hereto or to such other instrument, if any, as
may be appropriate, to be recorded, filed or registered and re-recorded, refiled
or re-registered in such manner and in such places as may be required by any
present or future law in order to give public notice and protect the validity of
this Lease. In the event of any discrepancy between the provisions of said
recorded memorandum of this Lease or any other recorded instrument referring to
this Lease and the provisions of this Lease, the provisions of this Lease shall
prevail. Landlord shall, at any time and from time to time, upon not less than
twenty days' prior written request by Tenant or any Recognized Leasehold
Mortgagee, execute, acknowledge and deliver to Tenant and/or such Recognized
Leasehold Mortgagee a statement in writing, executed by

                                       25
<PAGE>

Landlord, and Tenant shall, at any time and from time to time, upon not less
than twenty days' prior written request by Landlord, execute, acknowledge and
deliver to Landlord a statement in writing, executed by Tenant certifying (i)
that this Lease is unmodified and in full effect (or, if there have been
modifications, that this Lease is in full effect as modified, setting forth such
modifications), (ii) the dates to which Basic Rent payable hereunder has been
paid, (iii) that to the knowledge of the party executing such certificate no
default by either Landlord or Tenant exists hereunder or specifying each such of
which such party may have knowledge; (iv) the remaining Term hereof; (v) with
respect to a certificate signed by Tenant, that to the knowledge of the party
executing such certificate, there are no proceedings pending or threatened
against Tenant before or by any court or administrative agency which if
adversely decided would materially and adversely affect the financial condition
and operations of Tenant or if any such proceedings are pending or threatened to
said party's knowledge, specifying and describing the same; and (vi) with
respect to a certificate signed by Landlord, any other provisions reasonably
requested by Tenant or any Recognized Leasehold Mortgagee. It is intended that
any such statements may be relied upon by the recipient of such statements or
their assignees or by any actual or prospective mortgagee, purchaser, assignee
or subtenant of the Leased Premises.

         23.      Surrender and Holding Over.

                  (a)      Upon the expiration or earlier termination of this
Lease, Tenant shall peaceably leave and surrender the Leased Premises (except as
to any portion thereof with respect to which this Lease has previously
terminated) to Landlord in the same condition in which the Leased Premises were
originally received from Landlord at the commencement of this Lease, except as
to any repair or Alteration as permitted or required by any provision of this
Lease, and except for ordinary wear and tear and damage by fire, casualty or
condemnation but only to the extent Tenant is not required to repair the same
hereunder. Tenant may remove at Tenant's sole cost and expense from the Leased
Premises on or prior to such expiration or earlier termination Tenant's Trade
Fixtures and personal property which are owned by Tenant or third parties other
than Landlord, and Tenant at its expense shall, on or prior to such expiration
or earlier termination, repair any damage caused by such removal. Tenant's Trade
Fixtures and personal property not so removed at the end of the Term or within
thirty days after the earlier termination of the Term for any reason whatsoever
shall become the property of Landlord, and Landlord may thereafter cause such
property to be removed from the Leased Premises. Landlord shall not in any
manner or to any extent be obligated to reimburse Tenant for any property which
becomes the property of Landlord as a result of such expiration or earlier
termination. Upon such expiration or earlier termination, no party shall have
any further rights or obligations hereunder except as specifically provided
herein.

                  (b)      Any holding over by Tenant of the Leased Premises
after the expiration or earlier termination of the term of this Lease or any
extensions thereof, with or without the consent of Landlord, shall operate and
be construed as tenancy from month to month only, at one hundred percent (100%)
of the Basic Rent and Additional Rent reserved herein and upon the same terms
and conditions as contained in this Lease.

         24.      No Merger of Title. There shall be no merger of this Lease nor
of the leasehold estate created by this Lease with the fee estate in or
ownership of any of the Leased Premises by reason of the fact that the same
person, corporation, firm or other entity may acquire or hold or

                                       26
<PAGE>

own, directly or indirectly, (i) this Lease or the leasehold estate created by
this Lease or any interest in this Lease or in such leasehold estate and (ii)
the fee estate or ownership of any of the Leased Premises or any interest in
such fee estate or ownership. No such merger shall occur unless and until (x)
all persons, corporations, firms and other entities having any interest in this
Lease or the leasehold estate created by this Lease, including, without
limitation, any Recognized Leasehold Mortgagees, and (y) all persons,
corporations, firms and other entities having any interest in the fee estate in
or ownership of the Leased Premises or any part thereof sought to be merged,
including, without limitation, any Fee Mortgagees, shall join in a written
instrument effecting such merger and shall duly record the same.

         25.      Exculpation.

                  (a)      Anything contained herein to the contrary
notwithstanding, neither Landlord nor Landlord's partners, shareholders,
officers or directors shall have any personal liability hereunder, and any claim
based on or in respect of any liability of Landlord under this Lease shall be
enforced only against Landlord's interest in the Leased Premises and shall not
be enforced against Landlord or Landlord's partners, shareholders, officers or
directors individually or personally.

                  (b)      Anything contained herein to the contrary
notwithstanding, neither Tenant nor Tenant's partners, shareholders, officers or
directors shall have any personal liability hereunder, and any claim based on or
in respect of any liability of Tenant under this Lease shall be enforced only
against Tenant's interest in the Leased Premises and shall not be enforced
against Tenant or Tenant's partners, shareholders, officers or directors
individually or personally.

         26.      No Usury. The intention of the parties being to conform
strictly to the usury laws now in force in the State, whenever any provision
herein provides for payment by Tenant to Landlord of interest at a rate in
excess of the legal rate permitted to be charged, such rate herein provided to
be paid shall be deemed reduced to such legal rate.

         27.      Broker. Landlord and Tenant represent and warrant to each
other that neither party negotiated with any broker in connection with this
Lease other than Fameco of Conshohocken, PA (the "Broker"). Tenant agrees to pay
any commission payable to the Broker in connection with this Lease by separate
agreement. Each party hereby agrees to indemnify the other against all claims,
damages, costs and expenses incurred by the indemnified party as a result of the
breach of the foregoing representation or warranty by the indemnifying party.

         28.      Waiver of Landlord's Lien. Landlord hereby waives any right to
distrain Trade Fixtures or any property of Tenant and any Landlord's lien or
similar lien upon Trade Fixtures and any other property of Tenant regardless of
whether such lien is created or otherwise. Landlord agrees, at the request of
Tenant, to execute a waiver of any Landlord's or similar lien for the benefit of
any present or future holder of a security interest in or lessor of any of Trade
Fixtures or any other personal property of Tenant. Landlord acknowledges and
agrees in the future to acknowledge (in a written form reasonably satisfactory
to Tenant) to such persons and entities at such times and for such purposes as
Tenant may reasonably request that Trade Fixtures are Tenant's property and not
part of Improvements (regardless of whether or to what

                                       27
<PAGE>

extent such Trade Fixtures are affixed to the Improvements) or otherwise subject
to the terms of this Lease.

         29.      No Waiver. No delay or failure by either party to enforce its
rights hereunder shall be construed as a waiver, modification or relinquishment
thereof.

         30.      Separability. If any term or provision of this Lease or the
application thereof to any provision of this Lease or the application thereof to
any person or circumstances shall to any extent be invalid and unenforceable,
the remainder of this Lease, or the application of such term or provision to
person or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and shall be enforced to the extent permitted by law.

         31.      Indemnification. Except with respect to Environmental Matters,
which shall be governed by Paragraph 19 above, Tenant agrees to defend, pay,
protect, indemnify, save and hold harmless Landlord from and against any and all
liabilities, losses, damages, penalties, costs, expenses (including reasonable
attorneys' fees and expenses), causes of action, suits, claims, demands or
judgments of any nature whatsoever, howsoever caused, arising during the Term
from any of the Leased Premises or Adjoining Land or the use, non-use,
occupancy, condition, design, construction, maintenance, repair or rebuilding
during the Term of any of or otherwise relating to the Leased Premises or
Adjoining Land, and any injury to or death of any person or persons or any loss
of or damage to any property, real or personal, in any manner arising therefrom
connected therewith or occurring thereon (collectively, "Losses"). In case any
action or proceeding is brought against Landlord by reason of any such Loss,
Tenant covenants to defend Landlord in such action, with the expenses of such
defense paid by Tenant, and Landlord will cooperate and assist in the defense of
such action or proceeding if reasonably requested so to do by Tenant. The
obligations of Tenant under this Paragraph 31 shall survive any termination of
this Lease with respect to Losses identified in reasonable detail, by the Claim
Deadline, as defined below, of the intent to make a claim upon Tenant under such
indemnity. The "Claim Deadline" shall be the date that is thirty (30) days after
the later of (i) the expiration of the period during which such third party
claim may be brought under the applicable statute of limitations or (ii) the
date which is two (2) years after the expiration or earlier termination of this
Lease.

         32.      Joint and Several. The liability of Landlord under this Lease
shall be shared jointly and severally among SPSP, Passyunk and 24th Street.

         33.      Headings. The paragraph headings in this Lease are used only
for convenience in finding the subject matters and are not part of this Lease or
to be used in determining the intent of the parties or otherwise interpreting
this Lease.

         34.      Modifications. This Lease may be modified, amended, discharged
or waived only by an agreement in writing signed by the party against whom
enforcement of any such modification, amendment, discharge or waiver is sought.

         35.      Successors, Assigns. The covenants of this Lease shall run
with the Land and bind Tenant, the heirs, distributees, personal
representatives, successors and permitted assigns of Tenant and all present and
subsequent encumbrancers and subtenant, of any of the Leased

                                       28
<PAGE>

Premises, and shall inure to the benefit of and bind Landlord, its successors
and assigns. In the event there is more than one Tenant, the obligation of each
shall be joint and several. The term "Tenant" as used in this lease shall
include Tenant and its successors or assigns.

         36.      Counterparts. This Lease may be executed in several
counterparts, which together shall be deemed one and the same instrument.

         37.      Governing Law. This Lease 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 Lease 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.

         38.      Attorneys' Fees. In the event either party to this Lease shall
be required to commence or defend any action or proceeding against any other
party to this Lease by reason of any breach or claimed breach of any provision
of this Lease, to commence or defend any action or proceeding in any way
connected with this Lease, or to seek a judicial declaration of rights under
this Lease, the party prevailing in such action or proceeding shall be entitled
to recover from or be reimbursed by the other party for the prevailing party's
reasonable and actual attorneys' fees and costs through all levels of
proceedings. The identity of the "prevailing party" for purposes of this
provision shall be deemed at issue in any such action or proceeding and shall be
established by the trier of fact therein.

         39.      Priority. Any Fee Mortgage shall be subject and subordinate to
this Lease and any Replacement Lease.

         40.      Waiver of Termination Right. Landlord hereby waives any rights
it may have under this Lease, at law or in equity to terminate this Lease for
any reason, including by reason of a default by Tenant hereunder. Nothing
contained in this Paragraph 40 shall be deemed to prevent a termination of the
Lease in connection with the purchase of the Leased Premises pursuant to
Paragraph 20 above or the natural expiration of this Lease by its terms.

                                       29
<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to
be executed under seal as of the day and year first above written.

                                    LANDLORD:

                                    SPSP Corporation


                                    By: /s/ Gary E. Erlbaum
                                        -----------------------
                                        Name:  Gary E. Erlbaum
                                        Title: President

                                    Passyunk Supermarket, Inc.


                                    By: /s/ Gary E. Erlbaum
                                        ----------------------
                                        Name:  Gary E. Erlbaum
                                        Title: President

                                    Twenty Fourth Street Passyunk Partners, L.P.

                                    By: Twenty Fourth Street Passyunk
                                        Corporation, its general partner


                                    By: /s/ Marc Erlbaum
                                        ----------------------
                                        Name:  Marc N. Erlbaum
                                        Title: President

                                    TENANT:

                                    Cedar-South Philadelphia I, LLC


                                    By: /s/ Brenda J. Walker
                                        -----------------------
                                        Name:  Brenda J. Walker
                                        Title: Vice President

                                       30
