WITNESSETH:

AGREEMENT OF PURCHASE AND SALE (this "Agreement") dated as of December
24, 2003, by and between XXXXXX REALTY PARTNERS, L.P., a Pennsylvania limited
partnership having an address at c/o Xxxxxxx Xxxxxx Acquisition Corporation,
0000 Xxxxxxxxx Xx, Xxxxx 000, Xxxxxxx, XX 00000 ("Seller"), and CEDAR SHOPPING
CENTERS PARTNERSHIP, L.P., a Delaware limited partnership having an address at
00 Xxxxx Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 ("Buyer").

WITNESSETH:

A. Seller owns certain parcels and improvements thereon comprising a
portion of the real property and improvements located at the intersection of
Route 255 and Commons Drive, Xxxxx Township, Pennsylvania, known as The Commons
Shopping Center (such portions owned by Seller being more precisely described
herein as the "Property").

B. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, the Property, upon the terms and conditions and for the purchase price
hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration set forth herein, the
parties hereto agree as follows:

SECTION 1. Certain Definitions.

"Actions" mean any claims, actions, suits, proceedings or
investigations, including, without limitation, condemnation and tax certiorari
proceedings, whether at law or in equity or before any court, arbitrator,
arbitration panel or Governmental Authority.

"Affiliate" of a party means any Person which, directly or indirectly,
controls, is controlled by or is under common control with, such party.

"Broker" means Xxxxxxxx Xxxxxxxx Xxxxxx, X.X., having an office at 000
Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000.

"Court Order" means any judgment, decree, injunction, order, decision,
directive, regulation or ruling of any Governmental Authority that is binding on
any Person or its property under Law.

"Due Diligence Period" means the period commencing on the later to
occur of (a) the date a complete copy of this Agreement executed by Buyer and
Seller with all exhibits attached has been delivered to Buyer or its counsel,
and (b) the date Seller has delivered to Buyer the documents described in
Section 5(a), or written confirmation that Seller does not have such documents
(such date, the "Effective Date") and expiring on the last day of the forty
fifth (45th) calendar day following the Effective Date, provided, however, that
if a Phase I environmental report of the Property obtained by Buyer within the
Due Diligence Period (the "Phase I") indicates that a Phase II is recommended,
and Buyer has initiated a Phase II investigation within the initial Due
Diligence Period, but the results of such investigation have not been received
by Buyer, then the Due Diligence Period shall be extended until five (5) days
after the date Buyer has received the results of such Phase II investigation,
provided that such extension of the Due Diligence Period shall not exceed thirty
(30) days in any event.

"Escrow Agent" means Lawyers Title Insurance Corporation, or any
substitute escrow agent appointed hereunder

"Governmental Authority" means any agency, instrumentality, department,
commission, court, tribunal or board of any government, whether foreign or
domestic and whether national, federal, state, municipal or local.

"Hazardous Substances" means, without limitation, (i) all substances
which are designated pursuant to Section 31l(b)(2)(A) of the Federal Water
Pollution Control Act ("FWPCA"), 33 U.S.C. ss.1251 et seq.; (ii) any element,
compound, mixture, solution, or substance which is designated pursuant to
Section 102 of the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), 42 U.S.C. ss.9601 et seq.; (iii) any hazardous waste
having the characteristics which are identified under or listed pursuant to
Section 3001 of the Resource Conservation and Recovery Act ("RCRA"), ss.6901 et
seq.; (iv) any toxic pollutant listed under Section 307(a) of the FWPCA; (v) any
hazardous air pollutant which is listed under Section 112 of the Clean Air Act,
42 U.S.C. ss.7401 et seq.; (vi) any imminently hazardous chemical substance or
mixture with respect to which action has been taken pursuant to Section 7 of the
Toxic Substance Control Act, 15 U.S.C. ss.2601 et seq.; and (vii) petroleum,
petroleum products, petroleum by-products, petroleum decomposition by-products,
and waste oil; (viii) "hazardous materials" within the meaning of the Hazardous
Materials Transportation Act, 49 U.S.C. ss. 1802 et seq.; (ix) any hazardous
substance or material identified or regulated by or under any applicable
provisions of the laws of the Commonwealth, of Pennsylvania; (x) asbestos or any
asbestos containing materials; or (xi) any other hazardous or toxic substance or
pollutant identified in or regulated under any other applicable federal, state
or local Laws.

"Knowledge" means the conscious awareness of factual matters,
reasonably believed to be true, by any of Seller's individual partners or any
officer of a corporate partner.

"Law" or "Laws" mean laws, statutes, rules, regulations, codes, orders,
ordinances, judgments, injunctions, decrees and policies.

"Leases" mean all leases affecting the Property on the date hereof,
which Seller represents and warrants are all listed on Exhibit F attached hereto
and made a part hereof [this exhibit to contain a detailed listing of every
document comprising the leases, including amendments, side letters, guaranties,
etc], together with amendments or modifications made after the date hereof and
which, have been approved by Buyer in writing.

"Liabilities" mean debts, liabilities, obligations, guarantees,
indemnities, duties and responsibilities of any kind and description, whether
absolute or contingent, monetary or non-monetary, direct or indirect, known or
unknown or matured or unmatured, or of any other nature.

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"Licenses" means licenses, franchises, permits, certificates,
certificates of occupancy, easements, rights and other authorizations issued by
a Governmental Authority or any other Person.

"Major Tenant" means any Tenant occupying more than 10,000 leasable
square feet under any of the Leases.

"Person" means any natural person, corporation, business trust, joint
venture, association, company, limited liability entity, firm, partnership, or
other entity or government or Governmental Authority.

"Property" means: (a) those certain tracts or parcels of real property
owned by Seller comprising a unified commercial development project, commonly
known as "The Commons Shopping Center", located in Xxxxx Township, Clearfield
County, Pennsylvania, more particularly identified and described on Exhibit A
annexed hereto and hereby made a part hereof (the "Land"), (b) the buildings and
other improvements located upon the Land (collectively, the "Improvements"), (c)
all easements, rights of way, privileges, appurtenances, development rights, air
rights, strips, gores and other rights pertaining to the Land and the
Improvements, if any, including, without limitation, development rights, and all
income therefrom, including rights to any Taking awards or proceeds, (d) any
land in the bed of any street, road, avenue, open or proposed, public or
private, in front of or adjoining the Land or any portion thereof, to the center
line thereof, and any award to be made in lieu thereof and in and to any unpaid
award for damage to the Land and the Building by reasons of change of grade of
any street occurring after the date of execution and delivery of this Agreement,
(e) all Leases, (f) all Service Contracts, and (g) any Licenses required or used
in or relating to the ownership, use, maintenance, occupancy or operation of any
part of the Property.

"Service Contracts" means any all service agreements, maintenance
agreements, supply agreements, and any other similar contracts and agreements
affecting Property.

"Taking" means any proceedings or negotiations instituted which do or
may result in a taking by condemnation or eminent domain of the Property or any
portion thereof.

"Tenants" mean the tenants and other parties under the Leases.

SECTION 2. Sale and Purchase of the Property. Based upon and subject to
the terms, agreements, warranties, representations and conditions of this
Agreement, Seller hereby agrees to sell, convey, transfer, assign and deliver to
Buyer on the Closing Date (as hereinafter defined), and Buyer hereby agrees to
buy and accept on the Closing Date, the Property.

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SECTION 3. Purchase Price and Manner of Payment.

(a) The purchase price for the Property is the amount of SEVENTEEN
MILLION FOUR HUNDRED THOUSAND and 00/100 DOLLARS ($17,400,000.00) (the "Purchase
Price"), and shall be payable as follows:

(i) upon the execution of this Agreement, the sum of
$100,000.00 (the "Initial Deposit") shall be paid by Buyer by wire transfer to
Escrow Agent;

(ii) upon the expiration of the Due Diligence Period, the sum
of $100,000.00 (the "Additional Deposit"; the Initial Deposit and the Additional
Deposit, together with interest accruing thereon, shall be referred to herein as
the "Deposit") shall be paid by Buyer by wire transfer to Escrow Agent; and

(iii) upon closing of title, the balance of the Purchase
Price, subject to adjustment in accordance with this Agreement, shall be paid by
wire transfer of immediately available funds to Seller or its designee.

(b) The Deposit shall be held by Escrow Agent in escrow in an interest
bearing account. Any interest accrued on the Deposit shall be paid to whichever
party is entitled to the Deposit in accordance with the provisions of this
Agreement. If the Closing shall occur, interest shall be credited against the
Purchase Price. The Deposit shall be held and disbursed by Escrow Agent in
accordance with the escrow provisions annexed hereto as Exhibit B.

(c) Seller represents that its federal tax identification number is
00-0000000. Seller acknowledges and agrees that Seller's tax identification
number shall be used on the account into which the Deposit is placed.

SECTION 4. Title Matters.

(a) Seller shall convey to Buyer at the Closing good, marketable,
insurable fee simple title to the Property, free of all deeds of trust,
mortgages, liens, easements, covenants, restrictions, leases, licenses and other
encumbrances ("Encumbrances"), subject only to the Permitted Encumbrances (as
hereinafter defined), which, title shall be insurable by a reputable title
insurance company, selected by Buyer, licensed in the Commonwealth of
Pennsylvania (the "Title Company"), by issuance of an ALTA owner's title
insurance policy (the "Owner's Policy"), insuring the title of the Property at
its ordinary rates and without special premiums, and in the standard form issued
by the Title Company in the Commonwealth of Pennsylvania, without exception or
reservations of any kind, including, without limitation, the standard
pre-printed exceptions to the title policy, other than the Permitted
Encumbrances (any such other exceptions or reservations, the "Non-Permitted
Encumbrances").

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(b) The term "Permitted Encumbrances" as used in this Agreement shall
mean:

1. any state of facts which a current accurate land title
survey of the Property would show, provided that such facts would not render
title other than good and marketable and would not impair the continued use of
the Property for a shopping center;

2. those matters specifically set forth on Exhibit C annexed
hereto and hereby made a part hereof, subject, however, to the provisions of
subsection (e) of this section;

3. those matters shown on the Title Commitment (referred to in
Section 4(c)) and not listed or referred to in Buyer's Statement (referred to in
Section 4(e)) or, if any such matters are listed or shown on Buyer's Statement,
those which Buyer has subsequently waived under Section 4(e);

4. all Laws, provided such Laws are not violated by the
existing improvements and do not prohibit the use of the Property as a
shopping-center;

5. all presently existing and future liens of real estate
taxes or assessments and water rates, water meter charges, water frontage
charges and sewer taxes, rents and charges, if any, provided that such items are
not yet due and payable and are apportioned as provided in this Agreement; and

6. the Leases.

(c) If Buyer's commitment for an Owner's Policy (the "Title
Commitment") discloses judgments, bankruptcies or other returns against other
Persons having names the same as or similar to that of the Seller, Seller shall,
on the request of Buyer, deliver to Buyer and the Title Company affidavits
showing that such judgments, bankruptcies or other returns are not against the
Seller. Seller shall deliver any customary affidavits required by the Title
Company to eliminate exceptions other than the Permitted Encumbrances appearing
in the Title Commitment.

(d) At the Closing, Seller shall deliver to each of Buyer and the Title
Company an affidavit and/or indemnity with respect to mechanic's liens
certifying that there are no unpaid bills for services rendered, or materials
furnished to the Property.

(e) Buyer shall furnish to Seller or its counsel within thirty (30)
days after the Effective Date, a copy of the Title Commitment, together with a
statement specifying any objections to title, and may furnish Seller with a
current survey of the Premises, together with objection to any conditions
disclosed by such survey ("Buyer's Statement"), provided Buyer shall have no
right to object to any Permitted Exceptions other than the matters set forth on
Exhibit C hereto. Seller or its counsel shall, within ten (10) days of receipt
by Seller's counsel of Buyer's Statement, give notice to Buyer ("Seller's
Notice") as to which, if any, of the defects set forth in Buyer's Statement,
that Seller will not commit to cure at or before the Closing. If Seller does
not, within ten (10) days after receipt of Buyer's Statement, advise Buyer in
writing that it will remove all of the defects listed in Buyer's Statement, then
Buyer's sole right shall be to either (a) waive such defects and close title
without abatement or reduction of the Purchase Price, or (b) terminate this

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Agreement, in either case upon notice to Seller and Escrow Agent given within
five (5) days after the expiration of such ten (10) day period. If Buyer elects
to terminate this Agreement, the Deposit shall be returned to Buyer, and upon
such return, except as expressly provided herein, this Agreement and all rights
and obligations of the respective parties hereunder shall be null and void. If
Buyer does not notify Seller of its election to terminate this Agreement within
such five (5) day period, Buyer shall conclusively be deemed to have waived its
right of termination on account of such defects, provided, however, that
notwithstanding anything to the contrary set forth in this Agreement, Seller
shall be obligated to cure at or before the Closing all any Encumbrance which
can be removed at time of closing by payment of a liquidated amount or by
posting a bond, as well, as any Encumbrance arising after the date of Buyer's
delivery of Buyer's Statement and prior to the Closing Date, except for any of
the foregoing arising from the acts or omissions of Buyer, its agents,
contractors or employees. Seller shall not be obligated to cure non-liquidated
Encumbrances (e.g., easements, covenants and restrictions) of record as of the
date of Buyer's title commitment and which Seller advises Buyer in Seller's
Notice that Seller does not wish to cure.

(f) Seller shall have the right to pay off any monetary Encumbrances
against the Property on the Closing Date out of the cash then payable provided,
in the case of Encumbrances held by institutional lenders, Seller shall deliver
a pay off letter at the closing from the lender holding such encumbrance of
record, and in the case of Encumbrances held by non-institutional lenders,
recordable instruments of release or discharge of such Encumbrances in form and
substance satisfactory to the Title Company are then delivered to Buyer.

SECTION 5. Due Diligence.

(a) Promptly after the full execution of this Agreement, Seller shall
deliver copies of the following documents to Buyer, to the extent in Seller's
possession or control: (i) all Leases currently in effect, (ii) all existing
environmental reports for the Property, (iii) the latest, full size survey of
the Property, (iv) construction drawings for the Property, if any, (v) title
reports, together with copies of all title exception documents, (vi) metes and
bounds description of the Land, (vii) annual operating expense reports and tax
bills for the past three years, (viii) utility bills for the past twelve (12)
months, (ix) information, on a tenant by tenant basis, setting forth the
reimbursements paid by each tenant for common area maintenance charges, taxes
and insurance, together with a supporting schedule of expenses for the Property,
(x) a list and description of all rent delinquencies as of the date hereof, (xi)
all existing service contracts currently affecting the Property and (xii) any
plans or proposals submitted or reviewed by the local authorities regarding
potential expansion or development of the Property.

(b) Buyer shall have the right, at any time after the Effective Date,
to inspect the Property, and to investigate existing zoning, the physical,
structural and environmental condition of the Property, the compliance of the
Property with Laws, the rental income and recoveries listed in the rent roll,
the operating expenses, taxes and other costs of operating the Property, and any
other factors Buyer deems relevant in determining whether to purchase the
Property. For purposes of conducting such inspections and studies, Buyer shall
have access to the Property at all reasonable times, subject to Section 5(d)
below.

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(c) Buyer may terminate this Agreement, for any reason or for no
reason at all, in Buyer's sole discretion, on notice to Seller and Escrow Agent
given at any time during the Due Diligence Period, which notice may be given by
email to xxxxx@xxxx.xxx and to xxxxxxxx@xxxxxxxxxxxx.xxx, with a copy
concurrently sent by facsimile to Mssrs. Vith and Xxxxx at their facsimile
numbers set forth herein. In the event of such termination, Escrow Agent shall
return the Deposit to Buyer, whereupon, except as expressly provided herein,
this Agreement and all rights and obligations of the respective parties
hereunder shall be null and void. If Buyer does not elect to terminate this
Agreement pursuant to this Section 5(c) within the Due Diligence Period, Buyer
shall conclusively be deemed to have waived its right of termination under this
Section 5(c), the Deposit shall be non-refundable, except as otherwise expressly
provided hereunder, and Buyer shall post the Additional Deposit with Escrow
Agent no later than two (2) business days after the expiration of the Due
Diligence Period. When wired to and deposited with the Escrow Agent, the
Additional Deposit will be non-refundable, except as otherwise expressly
provided hereunder.

(d) Upon not less than two business days prior written notice to
Seller, Seller shall permit Buyer and its agents and consultants access to the
Property from time to time for the purpose of undertaking surveys and
engineering, environmental, soils, wetlands and other similar tests, borings,
drillings and studies, provided Buyer promptly repairs any damage to the
Property caused by such entry and restores the Lands to the condition that
existed prior to such entry. Seller shall cooperate with Buyer and enforce
provisions of Leases if necessary in order to facilitate entry by Buyer into
tenant spaces as reasonably required by Buyer. Buyer shall hold and save Seller
harmless from and against any and all loss, cost, damage, injury or expense
arising out of or in any way related to the acts or omissions of Buyer, its
agents, employees and consultants, relating to any such entry, and such
obligation shall survive the termination of this Agreement, except that Buyer
shall not be liable for costs or damages resulting from Buyer's discovery or
exacerbation of pre-existing conditions, absent Buyer's negligence. Prior to any
such entry, Buyer shall furnish to Seller evidence that Buyer (or its respective
contractors entering onto the Property to perform borings, drillings or other
intrusive testings) has procured comprehensive liability insurance from an
insurer authorized to do business in the Commonwealth of Pennsylvania which is
reasonably acceptable to Seller protecting Seller from claims for bodily injury
or death in single limit amount of not less than $1,000,000, naming Seller as an
additional insured. Such insurance shall provide that at least thirty (30) days'
notice of termination, cancellation, modification or lapse of coverage shall be
given to Seller. The indemnification provision contained in this Section 5(d)
shall survive the termination of this Agreement and/or the closing of title.

(e) Buyer will provide Seller with copies of any environmental reports
of the Property prepared for Buyer. Buyer will keep confidential and not
disclose to third parties all environmental reports of the Property prepared for
or delivered to Buyer, except for disclosures (i) to Buyer's consultants,
agents, representatives, employees and third parties needing to know such
information, provided all such parties agree to maintain the confidentiality of
such reports, and (ii) required by law.

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SECTION 6. Closing Date. The closing of this transaction (the
"Closing") shall be conducted on the later of (i) the date occurring ten (10)
days after the expiration of the Due Diligence Period or (ii) January 31, 2004
(the "Closing Date"). The Closing shall be conducted by mail in escrow with the
Title Company pursuant to an escrow procedure reasonably acceptable to Seller
and Buyer, or at such place as the parties may otherwise agree. Upon the
Closing, exclusive possession of the Property, subject to the rights of tenants
under the Leases as tenants only, shall be delivered to Buyer, and Buyer shall
thence have the right to enjoy the rents, issues and profits therefrom.

SECTION 7. Closing Deliveries and Closing Costs.

7.1 Seller Deliveries. At the Closing, Seller shall deliver or cause to
be delivered to Buyer the following items executed and acknowledged by Seller,
as appropriate:

(a) A special or limited warranty deed conveying fee simple title to
the Property to Buyer in accordance with this Agreement.

(b) A general instrument of transfer, conveying, transferring and
selling to Buyer, all right title and interest of Seller in and to all of the
personal property, if any, owned by Seller, all rights of Seller in any in and
to any Service Contract which Buyer has advised Seller it wishes to assume, to
the extent the same are assignable, and any intangible property forming part of
the Property.

(c) An assignment by Seller and assumption by Buyer of all of Seller's
right, title and interest in and to the Leases, including security deposits, in
the form attached hereto as Exhibit D.

(d) A non-foreign affidavit for Seller complying with the requirements
of Internal revenue Code Section 1445 (f) (3) and regulations promulgated
thereunder.

(e) Form 1099.

(f) A certificate stating that all representations and warranties of
Seller set forth in Section 10 hereof remain true and correct as of the Closing
Date (or certifying as to any changes thereto, subject, however, to the
provisions of Section 10.4 herein).

(g) An updated rent roll for the Property (including a schedule of any
then-existing delinquencies), certified by Seller to be true and correct
(Seller shall deliver this updated rent roll to Buyer at least two (2) business
days prior to the closing).

(h) Any document required by law to be executed by Seller in order to
allow Buyer to record any transfer document, including any transfer or
documentary stamp return.

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(i) Original estoppels certificate from the following tenants: Shop
n'Save, Elder Xxxxxxx (Bon Ton), and Pier 1 Imports, and tenants occupying 80%,
by rentable square footage, of the remaining retail space at the Property, all
in a form substantially similar to the form attached hereto as Exhibit E (or in
such other form as may be prescribed under the respective lease with such
tenant), dated no earlier than thirty (30) days prior to the closing, and
confirming, in the case of tenants, (a) the factual matters with respect to such
tenants as set forth in the Rent Roll (as hereinafter defined) and in Sections
10.1 (g), (h) and (i) hereof and (b) that Seller as landlord is not in default
under such tenant's lease, nor are there any work allowances, concessions or
improvements to be performed or provided by Seller as landlord that have not
been performed or provided by Seller in full. Seller shall promptly request such
estoppel certificate from all tenants of the Property and pursue same in good
faith. If Seller is unable to obtain the estoppel certificates required under
this subsection by the Closing Date, then the Closing Date shall be adjourned
for a period not to exceed fifteen (15) days, to enable Seller to continue to
pursue same. If such estoppel certificates have not been obtained, after the
expiration of such adjournment of the Closing Date, then Buyer shall have the
right to terminate this Agreement, by delivering written notice of termination
to Seller, in which event the Deposit, and all interest accrued thereon, shall
be returned to Buyer and except as expressly provided herein, this Agreement and
all rights and obligations of the respective parties hereunder shall be null and
void.

(j) The original fully executed Leases, or, if not available, a copy of
each missing Lease certified by Seller as being a true and completed photocopy.

(k) Copies of all Lease files in Seller's possession or control.

(l) Notices to each tenant under the Leases advising that Seller's
interest in the Property has been conveyed to Buyer and instructing that all
rent and additional rent payable under the Leases is to be remitted to Buyer,
that any security deposit is thereafter being held by Buyer, and that all
insurance required to be maintained by such tenant is to be amended to name
Buyer as a named insured to the extent such tenant is required to so name the
landlord under its Lease, such notices to be in form as reasonably required by
Buyer.

(m) A statement showing all closing prorations.

(n) All keys to the Property in the possession of Seller.

(o) Evidence reasonably satisfactory to Buyer and the Title Company
respecting the due organization of Seller and the due authorization and
execution by Seller of this Agreement and the documents required to be delivered
hereunder.

(p) Such other documents and instruments as may be reasonably required
by this Agreement or by the Title Company in order to consummate the transaction
contemplated by this Agreement and to issue the Owner's Policy to Buyer,
including, without limitation, any affidavits or indemnities reasonably required
in order to enable the Title Company to insure title in Buyer free of any
mechanic's liens.

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7.2 Buyer Deliveries. At the Closing, Buyer shall deliver or cause to
be delivered to Seller the following items executed and acknowledged by Buyer,
as appropriate:

(a) Payment of the balance of Purchase Price, as adjusted, to be made
in accordance with Section 3 above.

(b) A counterpart of the document referred to in Section 7.l(c) above.

(c) Such other documents as may be required under the terms of this
Agreement or as may otherwise be reasonably necessary to consummate the
transactions contemplated under this Agreement, taking into account the terms
and conditions of this Agreement.

7.3 Closing Costs. At the Closing, Seller and Buyer shall each pay
one-half of the transfer taxes, including transfer taxes of the Commonwealth of
Pennsylvania and of the county and local municipality in which the Property is
located, payable in connection with the transaction contemplated hereby. Buyer
shall pay (a) the title insurance premium for the Owner's Policy, if any, (b)
the costs of any survey (or an update thereto), and (c) all fees, costs or
expenses in connection with Buyer's due diligence reviews hereunder. Seller
shall pay the costs of recording discharges of Encumbrances required to be
removed by Seller under this Agreement. Except as expressly provided in the
indemnities set forth in this Agreement, Seller and Buyer shall pay their
respective legal, consulting, and other professional fees and expenses incurred
in connection with this Agreement and the transaction contemplated hereby and
their respective shares of prorations as hereinafter provided.

SECTION 8. Closing Adjustments. (a) The following shall be prorated,
between Seller and Buyer as of 12:00 AM EST on the Closing Date (so that Buyer
will be debited all taxes and other expenses, and be credited with all rents,
accruing as of the Closing Date) on the basis of the actual number of days
elapsed over the applicable period) and shall take into account the percentage
of such revenues or expenses attributable to the Property:

(i) All real estate taxes, water charges, sewer rents, vault
charges and assessments on the Property on the basis of the fiscal year for
which assessed. If any assessments on the Property are payable in installments,
then the installment for the current period shall be prorated, with Seller
paying its share of any installments due before the Closing Date and Buyer
assuming the obligation to pay its share of any installments due after the
Closing Date.

(ii) Subject to Section 8(b) of this Agreement, all fixed and
base and minimum rent and regularly scheduled items of additional rent under the
Leases (including any reimbursements for taxes and common areas operating
costs), and other tenant charges if, as and when received. The parties
acknowledge that certain Tenants may not pay all items of additional rent,
including without limitation common area maintenance ("CAM") charges, insurance
premiums and real estate taxes, applicable to periods prior to the Closing Date
until after the Closing Date and that Seller may not have completed an
accounting of such additional rent charges until after the Closing Date.
Further, the parties acknowledge that the Property is subject to a LERTA Program
tax abatement and that for the duration of the LERTA Program a certain portion
of real estate taxes paid by Tenants is payable to Seller. The parties agree
that all such, items of additional rent will be adjusted between the parties
under Section 8(f) and Seller's share (i.e., amounts reasonably apportionable to
periods prior to the Closing Date) shall be paid to Seller without regard to
Section 8(b).

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(iii) Expenses and payments under Service Contracts which
Buyer shall elect to assume.

(iv) Fuel, if any, at Seller's cost therefor.

(v) Utilities not payable directly by tenants, including,
without limitation, telephone, steam, electricity and gas, on the basis of the
most recently issued bills therefor, subject to adjustment after the Closing
when the next bills are available, or if current meter readings are available,
on the basis of such readings.

(b) Rents under the Leases which are delinquent as of the Closing Date
shall not be prorated on the Closing Date. Buyer shall include such
delinquencies in its normal billing and shall diligently pursue the collection
thereof in good faith after the Closing Date (but Buyer shall not be required to
litigate or declare a default in any Lease). Subject to the terms of the
immediately succeeding sentence, to the extent rents are collected by or on
behalf of Buyer on or after the Closing Date, such payments shall be applied
first toward to the rents that shall then be due and payable with respect to
rents for months after the Closing, second to the rents for the month in which
the Closing occurs, and third to any delinquent rents owed with respect to
months prior to the Closing, with Seller's share thereof being promptly
delivered to Seller by Buyer. If percentage rents are collected by or on behalf
of Buyer on or after the Closing Date, such percentage rents shall be allocated
to the period to which they relate irrespective of the provisions of the
immediately preceding sentence and appropriate portions thereof shall be applied
to Buyer and Seller in proportion to the duration of such party's ownership of
the Property during such period, with Seller's share thereof being promptly
delivered to Seller by Buyer. Without Seller's prior written consent, Buyer may
not waive any of Seller's claims against any tenant for such tenant's breach of
its monetary obligations to Seller under any Lease. Seller hereby reserves the
right to pursue any remedy against any tenant owing delinquent rents for periods
not exceeding two months prior to the Closing Date and not any other amounts to
Seller (except as provided in Section 8(a)(ii) above), which right shall include
the right to continue or commence legal actions or proceedings against any
tenant; provided, however, that Seller will not institute any action seeking
eviction or ejectment of any tenant and prior to commencing any legal actions or
proceedings for collection of rents against any tenant while such tenant remains
a tenant at the Property, Seller will give notice ("Seller's Suit Notice") to
Buyer of Seller's intent to commence a legal action or proceeding against such
tenant. Not later than five business days after its receipt of Seller's Suit
Notice, Buyer may direct Seller not to institute a legal action or proceeding
against such tenant provided Buyer concurrently pays to Seller the amount of the
delinquent rents for periods not exceeding two months prior to the Closing Date
or other amounts owed to Seller by such tenant. Upon payment by Buyer to Seller
of such delinquent rents or other amount owed to Seller, Buyer will be
subrogated to Seller's rights against such tenant for such rents and other
amounts paid by Buyer. Buyer shall reasonably cooperate with Seller in any
collection efforts hereunder (but shall not be required to litigate or declare a
default under any Lease). With respect to delinquent rents and any other amounts
or other rights of any kind respecting tenants who are no longer tenants of the
Property at any time following the Closing Date, Seller shall retain all rights
relating to its share thereof.

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(c) The amount of any security deposits held by Seller under the Leases
shall be credited to Buyer, and thereafter, Buyer shall be responsible for same.

(d) If any of the items described in this Section 8 hereof cannot be
apportioned at the Closing because of the unavailability of information as to
the amounts which are to be apportioned or otherwise, or are incorrectly
apportioned at Closing or subsequent thereto, such items shall be apportioned or
reapportioned, as the case may be, as soon as practicable after the Closing Date
or the date such error is discovered, as applicable.

(e) If the Closing shall occur before a real estate or personal
property tax rate or assessment is fixed for the tax year in which the Closing
occurs, the apportionment of taxes at the Closing shall be upon the basis of the
tax rate or assessment for the preceding fiscal year applied to the latest
assessed valuation. Promptly after the new tax rate or assessment is fixed, the
apportionment of taxes or assessments shall be recomputed and any discrepancy
resulting from such recomputation and any errors or omissions in computing
apportionments at Closing shall be promptly corrected and the proper party
reimbursed. The foregoing adjustment will not apply to any interim assessment
relating to the completion of new construction and the issuance of an original
occupancy permit for improvements.

(f) If after the Closing, the parties discover any errors in
adjustments and apportionments, same shall be corrected as soon after their
discovery as possible. The provisions of this Article 8 shall survive the
closing, provided that no adjustments shall be made later than one (1) year
after the Closing Date unless prior to such date the party seeking the
adjustment shall have delivered a written notice to the other specifying the
nature and basis for such claim.

SECTION 9. Defaults. (a) In the event the Buyer fails or refuses to
consummate the purchase of the Premises in accordance with the provisions of
this Agreement for any reason constituting a default on the part of Buyer, then
Escrow Agent shall pay to Seller the Deposit then paid and Seller shall retain
the Deposit then paid as full liquidated damages in full and complete
satisfaction of all claims against the Buyer and without recourse to any other
remedies, legal or equitable. The parties have agreed that actual damages in
such event are impossible to determine, and therefore have agreed upon the
foregoing liquidated damages, after negotiation, as the parties' best estimate
of actual damages which would be incurred in such circumstances.

(b) If the conditions set forth in Section 12.1 have not been satisfied
as of the Closing Date, then Buyer may elect to (i) accept title to the Premises
subject to the defaulted obligation of Seller (and in the case of a liquidated
Encumbrance, use the Purchase Price to eliminate such title defect), or (ii)
seek specific performance of this Agreement (and receive reimbursement from
Seller for reasonable attorneys' fees and costs, if Buyer is the prevailing
party in such action) or (iii) terminate this Agreement and elect to receive the

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return of the Deposit and any interest earned thereon, and in the event such
Seller's default is a Willful Default (as hereinafter defined), be compensated
by Seller for all actual damages sustained by Buyer as a result of Seller's
breach of this Agreement, including, without limitation, reasonable attorneys'
fees and disbursements. The term "Willful Default" as used in this Agreement
shall mean (a) Seller's willful refusal to convey title to the Property at the
Closing, (b) Seller's refusal to cause any Encumbrance to be released (or
insured over) but only if and to the extent that Seller is obligated to do so
under this Agreement, (c) Seller voluntarily taking any action which has the
effect of frustrating the intention of the parties under this Agreement (e.g.
entering into a new lease without Buyer's consent); or (d) an intentional
material breach of a representation or warranty of Seller under this Agreement.

SECTION 10. Representations, Warranties and Covenants.

10.1. Representations, Warranties and Covenants of Seller. Seller
hereby represents and warrants to Buyer that, as of the date hereof:

(a) The Seller is a limited partnership, duly organized,
validly existing and subsisting under the laws of the Commonwealth of
Pennsylvania. The Seller has all requisite power and authority to own, lease,
and operate its assets and property and to conduct its business as now being
conducted.

(b) Except for (i) Permitted Encumbrances, (ii) mortgages that
will be satisfied and released at or prior to Closing and (iii) the purchase
options in favor of any tenant or an affiliate of any tenant listed on Exhibit C
attached hereto (which Seller represents do not apply in the case of the
contemplated sale of the entire Property to Buyer), (A) Seller has not sold,
conveyed, transferred, given, pledged, mortgaged or otherwise disposed of,
encumbered or granted in any manner all or any portion of the Property; (B)
except for the purchase options referred to in clause (iii) above, there are no
outstanding, options, rights, agreements, or other commitments to which Seller
is a party relating to or providing for the sale, conveyance, transfer, gift,
pledge, mortgage or other disposition, encumbrance or granting of, or permitting
any Person to acquire all or any portion of the Property; and (C) Seller owns
the Property free and clear of any liens and has the absolute right, power and
capacity to sell, assign, convey, transfer and deliver the Property as
contemplated by this Agreement.

(c) This Agreement has been duly executed and delivered and
constitutes the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except as enforceability may be
limited by applicable law affecting creditors' rights generally and principles
of equity, whether considered in a proceeding at law or in equity. No consent,
approval, authorization or order of, or declaration, filing or registration
with, any Governmental Authority or Person is required in connection with the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.

(d) Seller is not a "foreign, person" under the Foreign
Investment in Real Property Tax Act of 1980 ("FIRPTA") and upon consummation of
the transaction contemplated hereby, Buyer will not be required to withhold from
the Purchase Price any withholding tax.

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(e) There are no pending or, to Seller's knowledge, threatened
Actions affecting the Property or any part thereof; nor are there any special
assessments levied or payable in connection with the Property.

(f) To Seller's knowledge, the Land and Improvements are free
of any liens and encumbrances other than the Permitted Encumbrances and
mortgages that will be satisfied and released at or prior to Closing.

(g) All of the Leases to which either the Seller is a party
(by assignment or otherwise) or is bound in existence on the date hereof have
been delivered or made available to Buyer. The copies of the Leases that have
been delivered or made available by Seller to Buyer are true, correct and
complete. Exhibit F annexed hereto and hereby made a part hereof sets forth a
complete list of all Leases (including, without limitation, all leases,
amendments, modifications and "side letters") to which either the Seller is a
party or is bound, and is true, complete and correct in all material respects.
All Leases are in full force and effect. To Seller's knowledge, all Tenants
listed on Exhibit F are in possession of their respective premises and generally
open for business, and there are no other parties in possession of the Property,
except as otherwise noted on Exhibit F. Except as set forth on Exhibit F to
Seller's knowledge, neither Seller as landlord nor any tenant under any of the
Leases is in default under any of the Leases and Seller has not received from
any Tenant any written notice claiming any default by the landlord under its
Lease which default remains uncured. No tenant under any of the Leases has filed
or has had filed against it a bankruptcy or insolvency proceeding. Seller has
not received written notice of any defense to, offsets, claims or disputes
against rental payable or obligations under any Lease (including, without
limitation, any objection to xxxxxxxx of common area maintenance expenses or
taxes). To Seller's knowledge, no guarantor of any Lease has been released or
discharged, voluntarily (involuntarily, or by operation of law) from any
obligation related to such Lease except in accordance with the terms of such
Lease.

(h) Annexed hereto as Exhibit G is a rent roll and security
deposit schedule (the "Rent Roll") for all Leases in effect as of the date
hereof, which is true and correct in all respects and which shows for each
rentable space in the Property the tenant name, space number, monthly base or
minimum rental, and common area maintenance expense and real estate tax
reimbursement amounts, security deposit held, and the expiration date of each
Lease. There are no tenant security deposits to be held by the Landlord under
the Leases except as listed in the Rent Roll. At the Closing, Seller shall
deliver to Buyer an updated Rent Roll. If any changes shall occur in such Rent
Roll Certificate, Buyer shall have the rights relating thereto as set forth in
Section 10.4 hereof.

(i) Except as set forth on Exhibit H annexed hereto and made a
part hereof, all alterations and improvements required to be performed by the
landlord under any of the Leases have been completed, all construction and other
allowances and monetary concessions required to be paid by the landlord under
the Leases have been paid, and no tenant under any of the Leases is entitled to
any free rent or rent concession period. Except as set forth on Exhibit H, all
such alterations and improvements shall be completed and all such allowances and
monetary concessions shall be paid in full by Landlord on or before the Closing
Date. If any allowances or monetary concessions are shown on Exhibit H as not
having been fully paid or credited by Seller as of the Closing Date, Buyer will
deduct and retain from the Purchase Price otherwise paid to Seller at the
Closing the outstanding amount of such allowances and monetary concessions. All
brokerage fees and commissions payable or which will be payable in the future
with respect to the Leases have been paid in full.

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(j) All of the Service Contracts to which Seller is a party
(by assignment or otherwise) or is bound, are in existence on the date hereof
and have been delivered or made available to Buyer. The copies of the Service
Contracts that have been delivered or made available by the Seller to Buyer are
true, correct and complete, Exhibit I annexed hereto and hereby made a part
hereof sets forth a list of all Service Contracts to which Seller is a party or
is bound, and is true, complete and correct in all material respects. Except as
set forth on Exhibit I, the Service Contracts are in full force and effect. No
default exists under any Operating Agreement and to Seller's knowledge, no event
or act has occurred which with the giving of notice thereof or the passage of
time or both would constitute a default under any Operating Agreement. Except as
set forth on Exhibit I, all Service Contracts are terminable without premium or
penalty on no more than 30 days' notice to the contractor, vendor or other
service provider thereunder.

(k) All of the environmental reports delivered by Seller to
Buyer are true and complete copies of such reports and Seller has no knowledge
of any Hazardous Substances at the Property except as may be set forth in. such
reports and except for any Hazardous Substances that may be sold by a tenant in
the ordinary course of business and ordinary cleaning and maintenance materials
used by any tenant.

(l) Seller has received no written, notice that there are
unconnected violations of any applicable Laws affecting the Property or the use
and occupancy thereof; to Seller's knowledge, Seller has obtained all approvals,
permits and authorizations from all governmental authorities necessary for the
lawful construction, use and operation of the Property, including, without
limitation, a certificate of occupancy for each tenant space, permitting such
space to be used for retail (or restaurant) purposes, as applicable, and zoning
regulations and ordinances applicable in Xxxxx Township, Pennsylvania have not
been violated by existing Improvements or the use thereof.

(m) No petition has been filed or has, to Seller's knowledge,
been threatened to be filed, by or against Seller under any chapter of the
United States Bankruptcy Code or any state bankruptcy, insolvency or similar
statute.

(n) No work has been performed or is in progress at, and no
materials have been furnished to, the Property which, though not presently the
subject of, might give rise to construction, mechanic's, materialmen's,
municipal or other liens against, the Property or any portion thereof; and

(o) There are no employees employed by Seller or any property
manager or otherwise at or in connection with the Property for or to which Buyer
shall have any responsibilities or liabilities following the Closing. There are
no employment, union, collective bargaining, contracts or similar agreements in
effect in connection with the Property or the operation and/or maintenance
thereof.

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10.2. Survival of Seller's Representations and Warranties. The
representations and warranties contained in Section 10.1 are true, accurate and
complete and not misleading in any material respect as of the date hereof and
shall be deemed to be repeated at and as of the Closing Date, and shall be true,
accurate and complete and not misleading in any material respect as of such
date. The representations and warranties in Section 10.1 shall survive the
Closing for a period of one (1) year,

10.3 GENERAL DISCLAIMER. THE SALE OF THE PROPERTY HEREUNDER IS AND WILL
BE MADE ON AN "AS IS", "WHERE IS," AND "WITH ALL FAULTS" BASIS, AND EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, WITHOUT REPRESENTATIONS AND WARRANTIES
OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY
REPRESENTATION OR WARRANTY CONCERNING TITLE TO THE PROPERTY OR THE PROPERTY, THE
PHYSICAL CONDITION OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY
(INCLUDING THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES ON OR AFFECTING THE
PROPERTY), THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWS AND REGULATIONS
(INCLUDING ZONING AND BUILDING CODES OR THE STATUS OF DEVELOPMENT OR USE RIGHTS
RESPECTING THE PROPERTY), THE FINANCIAL CONDITION OF THE PROPERTY, OR ANY OTHER
REPRESENTATION OR WARRANTY RESPECTING ANY INCOME, EXPENSES, CHARGES, LIENS OR
ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING OR PERTAINING TO THE PROPERTY OR
ANY PART THEREOF. EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN THIS AGREEMENT,
BUYER WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF ITS OWN PHYSICAL AND
FINANCIAL EXAMINATIONS, REVIEWS AND INSPECTIONS AND THE TITLE INSURANCE
PROTECTION AFFORDED BY THE OWNER'S POLICY (IN THE EVENT BUYER ELECTS TO PURCHASE
SAME) IN ELECTING TO PURCHASE THE PROPERTY, BUYER IS NOT RELYING UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY SELLER OR ANY OF SELLER'S AGENTS OR
REPRESENTATIONS EXCEPT FOR THOSE SET FORTH IN THIS AGREEMENT.

10.4. Changed Circumstances. If any event shall occur after the
Effective Date, and before the Closing Date, which is not caused, by Seller
("Changed Circumstance"), that renders untrue any representation, or warranty
made by Seller in this Agreement, it shall not constitute a breach by Seller of
such representation or warranty, and Seller's reaffirmation of such
representation or warranty at Closing may be qualified by such Changed
Circumstance. If Seller shall obtain knowledge of any Changed Circumstance,
Seller shall provide notice thereof to Buyer within a reasonable period of time.
In the event Buyer receives actual notice of any Material Changed Circumstance,
whether from Seller or any other source, including its own investigations, then
Buyer shall have the right to terminate this Agreement, in which event both
parties shall be relieved from any further obligation under this Agreement, and

-16-

the Deposit shall be returned to Buyer. For purposes of this Agreement, a
"Material" Changed Circumstance shall be one that (when taken together with all
other Changed Circumstances) would be reasonably expected to decrease the annual
net operating income of the Property by more than one and one-half percent
(1.50%) or would otherwise reasonably be considered material by a Buyer of
similar properties. The baseline for determining whether a Changed Circumstance
is a Material Changed Circumstance (i.e., the current projected annualized NOI
of the Property for 2004 as of the date of this Agreement) is agreed to be
$1,585,047.00.

10.5 Representations, Warranties and Covenants of Buyer.

(a) Buyer is a limited partnership duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and has
full power and authority to own, lease and operate its properties and assets and
to conduct its business as now being conducted.

(b) Buyer has the full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby, and the
execution, delivery and performance of this Agreement by Buyer has been duly
authorized by all necessary action. The purchase of the Property by Buyer from
Seller, the execution and delivery of this Agreement, the fulfillment of the
terms set forth in this Agreement and the consummation of the transactions
contemplated by this Agreement will not conflict with or constitute a default
under the organizational documents of Buyer, or a default under any contract by
which Buyer is bound, or would be a violation of any Laws applicable to Buyer.
This Agreement has been duly executed and, delivered and constitutes the legal,
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms. Buyer does not require any consent, approval, authorization or
order of, or declaration, filing or registration with, any Governmental
Authority or Person in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.

SECTION 11. Operation of the Property Between Contract and Closing.
From and after the date hereof and until the Closing, Seller shall, comply with
all laws, ordinances, rules or regulations affecting the Property and shall
maintain the Property in its existing condition, reasonable wear and tear
excepted. Seller shall pay when due any and all taxes, assessments and levies
with respect to the Property and timely make all payments with respect to and
perform all obligations secured by any encumbrances affecting the Property.
Seller shall do or cause to be done all things reasonably within Seller's
control to preserve intact and unimpaired any and all Licenses in favor of,
constituting or benefiting any portion of the Property. Seller shall promptly
notify Buyer of (i) the occurrence of any fire or other casualty causing damage
to the Property, or (ii) receipt of notice of eminent domain proceedings or
condemnation of or affecting the Property or notice from any governmental
authority relating to the condition, use or occupancy of the Property,
(including, without limitation, all notices of violation of codes with respect
to the Property), or (iii) knowledge of any default by any tenant of the
Property under any of the Leases, or (iv) receipt of any notice of Seller's
default as landlord under any Lease received by Seller from any tenant of the
Property or the receipt or delivery from any tenant of any default or
termination notice or claim of offset or defense to the payment of rent; or (v)
receipt of notice from any tenant that such tenant intends to vacate its leased
premises, or (vi) receipt of any notice of any actual or threatened litigation
against Seller or affecting or relating to the Property. Seller shall not,
without the prior written consent of Buyer in each instance, do the following:

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(i) enter into or amend or modify any lease or other occupancy
agreement for the Property;

(ii) enter into any other agreement concerning the Property
not cancelable at the Closing;

(iii) convey or agree to convey the Property or any portion
thereof or any interest or option therein or in Seller to any third party, or
cause or permit the Property to become subject to any Non-Permitted
Encumbrances;

(iv) make any structural alteration to any improvements on the
Property, or any alteration to any HVAC, electrical, plumbing, sprinkler or
other utility system serving the Property; or

(v) apply any of the security deposits, whether to a default
of a Tenant or otherwise, without the consent of the Buyer; or

(vi) consent to the assignment or subletting by any tenant of
all or any portion of its premises (to the extent that Seller as the landlord
under the respective Lease has the right to withhold such consent).

If Buyer receives notice from Seller as to any of the above matters during the
Due Diligence Period, Buyer may not unreasonably withhold, condition or delay
its consent. Buyer's failure to respond to any notice from Seller within six
business days after receipt of Seller's notice will be deemed consent from
Buyer, provided, however, that in the case of a proposed new lease or lease
amendment, Seller shall, concurrent with the submission of the respective
document to Buyer, deliver to Buyer Seller's estimate of the total of the
leasing commissions, tenant allowances and estimated costs of any landlord work
required to be paid or incurred in connection with such new lease or amendment.
If Buyer receives of notice from Seller as to any of the above matters after the
Due Diligence Period but before the Closing Date, Buyer may in its sole
discretion withhold, condition or delay its consent.

SECTION 12. Conditions To Closing and Post-Closing Matters.

12.1 Conditions of Buyer's Obligation to Close. (a) The obligations of
Buyer to consummate the transactions contemplated by this Agreement are, at the
option of Buyer, subject to the conditions set forth below, which conditions may
be waived by Buyer without releasing or waiving of its rights hereunder:

(i) Title to the Property shall be as specified in Section
4(a)

(ii) The representations and warranties of Seller contained
herein are true and correct in all material respects (subject, however, to the
provisions of Section 10.4 hereof);

-18-

(iii) Seller shall have tendered to Buyer all of the closing
documents which Seller is required to deliver hereunder and otherwise performed
all obligations required to be performed under this Agreement; and

(iv) The property is in substantially the same physical
condition as existed upon the expiration of the Due Diligence Period, reasonable
wear and tear excepted; and

(b) In the event that the conditions contained in this Section 12.1 are
not satisfied, except if such failure shall constitute a default by Seller under
this Agreement (in which event the provisions of Section 9 shall be applicable),
Buyer shall have as its sole remedy hereunder the right to (i) waive such
unsatisfied condition whereupon the transactions contemplated by this Agreement
shall be consummated as provided in this Agreement, or (ii) terminate this
Agreement, by notice to Seller. Upon the giving of such termination notice, this
Agreement shall terminate and, except as otherwise set forth herein, neither
party to this Agreement shall have any further rights or obligations hereunder.

SECTION 13. Casualty and Condemnation

13.1 Casualty. In the event of any fire or other casualty affecting the
Property prior to the Closing Date, Seller shall promptly notify Buyer thereof,
describing the nature and extent thereof. If such casualty would cost at least
$700,000 to repair, or would not be fully covered by Seller's insurance (with no
deductible, or with, only such deductible as Seller would agree to reimburse
Buyer for), or would give any Major Tenant of the Property the right to
terminate its Lease, then Buyer may, at its election, at any time within fifteen
(15) calendar days after receipt of notice of such casualty, terminate this
Agreement by notice to Seller and Escrow Agent, whereupon the Deposit shall be
refunded to Buyer and, except as provided herein, neither party shall have any
further rights against the other hereunder. In the event Buyer does not
terminate this Agreement by reason of any such casualty within such fifteen (15)
day period, or in the event that Buyer does not have the right to so terminate
this Agreement, then and in that event, the sale of the Property shall be
consummated as herein provided and Seller shall assign to Buyer on the Closing
Date all of Seller's right, title and interest in and to all insurance proceeds
payable by reason of such casualty and shall pay over to Buyer all amounts
theretofore received by Seller in connection with such casualty and the amount
of any deductible, in each case, net of Seller's costs incurred in obtaining
such proceeds or restoring the Property; provided however Seller may retain any
proceeds of any "loss of rent" insurance maintained by Seller applicable to such
casualty for rents lost prior to the Closing Date.

13.2 Condemnation. In the event of any Taking prior to the Closing
Date, Seller shall promptly notify Buyer thereof, describing the nature and
extent thereof. Buyer may thereupon, at its election, at any time within fifteen
(15) calendar days after receipt of written notice of such condemnation,
terminate this Agreement by notice to Seller and Escrow Agent, whereupon the
Deposit shall be refunded to Buyer and, except as provided herein, neither party

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shall have any further rights against the other hereunder. In the event Buyer
does not terminate this Agreement by reason of any such Taking within such
fifteen (15) day period, then and in that event, the sale of the Property shall
be consummated as herein provided and Seller shall assign to Buyer on the
Closing Date all of Seller's right, title and interest in and to all awards
payable by reason of such Taking and shall pay over to Buyer all amounts
theretofore received by Seller in connection with such Taking, in each case, net
of Seller's costs incurred in obtaining such award or restoring the Property.

SECTION 14. Notices. Except as otherwise expressly provided in Section
5(c), all notices, requests or other communications which may be or are required
to be given, served or sent by either party hereto to the other shall be deemed
to have been properly given, if in writing and, unless otherwise specified
herein, and (a) upon delivery, if delivered in person or by facsimile
transmission with receipt thereof confirmed by printed facsimile acknowledgment,
(b) one (1) business day after having been deposited for overnight delivery with
any reputable overnight courier service, or (c) three (3) business days after
having been deposited in any post office or mail depository regularly maintained
by the United States Postal Office and sent by registered or certified mail,
postage paid, return receipt requested, and in each case, addressed as follows:

To Seller:

c/o Xxxxxxx Xxxxxx Development Corporation
0000 Xxxxxxxxx Xxxx, Xxxxx 000 (xxxxxxx only)
XX Xxx 0000 (mail only)
Xxxxxxx, XX 00000
Facsimile; (000)000-0000
Telephone: (000) 000-0000
Attn: Xxxxxx X. Xxxx

With a Copy To:

Xxxxxx X. Xxxxx, Xx., Esq.
Xxxxxxx Xxxxx & Xxx, P.C.
Two Gateway Center, 17 East
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000 Ext 1224

To Buyer:

00 Xxxxx Xxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
Attention: Ms. Xxxxxx Xxxxxx
Facsimile: 000-000-0000
Telephone: 000-000-0000

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With a Copy To:

Xxxxxx X. Xxxxx, P.C.
000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Facsimile: (000)000-0000
Telephone: (000)000-0000

SECTION 15. Miscellaneous. (a) Buyer and Seller each warrant and
represent to the other that except for the Broker, no broker, agent or finder
was involved in the negotiation and consummation of this transaction. Buyer and
Seller each agree to indemnify and hold the other harmless, and defend the other
from and against any claim, loss, damage, liability, cost and expense
(including, without limitation, reasonable attorneys' fees) resulting from a
breach of the foregoing representation. If the Closing shall occur, Seller
shall, pay any fee or commission due the Broker pursuant to a separate agreement
with the Broker. The provisions of this Section shall survive the Closing or
earlier termination of this Agreement.

(b) This Agreement shall be construed and enforced in accordance with
the laws of the Commonwealth of Pennsylvania, without giving effect to
principles of conflicts of law.

(c) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

(d) Neither this Agreement nor any memorandum thereof shall be recorded
and any attempted recordation hereof shall be void and shall constitute a
default hereunder.

(e) Whenever the context requires, the use in this Agreement of a
pronoun of any gender shall be deemed to refer also to any other gender, and the
use of the singular shall be deemed to refer also to the plural.

(e) Rule of Construction. Seller and Buyer are business entities having
substantial experience with the subject matter of this Agreement and have each
fully participated in the negotiation and drafting of this Agreement.
Accordingly, this Agreement shall be construed without regard to the rule that
ambiguities in a document are to be construed against the drafter,

(f) Business Days. If the expiration of any period or the occurrence of
any date referred to in this Agreement would occur on a day which is other than
a business day, then such period shall be deemed to expired and/or such date
shall be postponed to the first business day occurring thereafter. The term
"business day" shall mean a day of the week other than Saturday, Sunday or legal
holidays on which banking institutions or state government offices in the
XxXxxx, PA area are authorized or required to close.

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(g) If any provision of this Agreement is held to be invalid or
unenforceable as against any person or under certain circumstances, the
remainder of this Agreement and the applicability of such provision to other
persons or circumstances shall not be affected thereby. Each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

(h) This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, but all of which, taken together, shall
constitute but one and the same instrument. This Agreement may be executed by
facsimile which shall be deemed an original for all purposes. In the event this
Agreement is executed by the exchange of facsimile copies, the parties agree to
exchange ink-signed counterparts promptly after the execution and delivery of
this Agreement.

(i) Seller acknowledges that as a REIT, Buyer will be required, after
the Closing, to comply with certain requirements of the Securities and Exchange
Commission; accordingly, Seller agrees to be bound by and to comply with the
provisions set forth, in Exhibit J attached hereto and made a part hereof, in
order to facilitate such compliance by Buyer. The foregoing covenant of Seller
shall survive the Closing.

(j) Seller and Buyer agree that either party may elect to structure the
purchase of the Premises within the meaning of Section 1031 of the Internal
Revenue Code by assigning its rights, but not its obligations, hereunder to a
qualified intermediary as provided in Income Tax Regulations Section
1.1031(k)-l(g)(4) on or before the Closing Date, and the other party hereby
agrees to cooperate therewith, provided that (a) the other party will not be
required to incur any costs as a result of such like-kind exchange, (b) the
Closing Date shall not be adjourned by reason thereof, (c) the other party will
incur no expense, liability or obligation, in connection with said structuring,
other than acknowledging and consenting to exchanging party's assignment in
connection with such exchange, (d) the other party shall have no obligation to
take title to any real property in connection with such exchange, and (e) the
other party shall make no representation or warranty in connection with, and
shall have no responsibility for, compliance by such exchange with the Internal
Revenue Code or any regulations thereunder.

SECTION 16. Earnout.

(a) Buyer acknowledges that Seller and Affiliates of Seller have
commenced the process of negotiating to lease space at the Property to Xxxxxxx
Fabrics and Goody's (the "New Tenants"). Attached hereto as Exhibit K is a chart
showing the estimated size of premises which would be leased by each of such
tenants and the projected per square foot and aggregate first year fixed annual
rentals for each New Tenant (the "Chart"). In the event that:

(i) the Buyer (or an Affiliate of Buyer) shall acquire title to the
Property pursuant to this Agreement; and

(ii) Seller shall, no later than ninety (90) days after the date of
Closing, cause to be delivered to Buyer a letter of intent to lease space at the
Property executed by one of the New Tenants for space of at least the size
indicated on the Chart and at a fixed annual rental rate of at least the rate
indicated on the Chart for the respective New Tenant; and

-22-

(iii) Buyer (or an Affiliate of Buyer) and one or more of the New
Tenants shall fully execute and unconditionally delivered a lease of retail
space at the Property (the "New Lease") on or before two hundred and forty (240)
days after the date of Closing (except as otherwise provided in subsection (d)
herein) for premises of a size and first year fixed annual rental rate for the
respective New Tenant as indicated on the Chart; and

(iv) the New Tenant shall, on or before one (1) year after the date of
Closing, open for business in its new premises and commence the payment of fixed
annual rent (except as otherwise provided in subsection (d) herein);

then Seller shall be deemed to have earned a fee on account thereof in the sum
of One Hundred Thousand ($100,000.00) Dollars (the "Earn-Out Fee"). The Earnout
Fee shall be payable in full by Buyer upon satisfaction of the foregoing
conditions.

(b) Buyer or its affiliated entity purchasing the Property shall have
the unqualified right, in its sole and absolute discretion, to refuse to enter
into any lease with any New Tenant for any reason whatsoever without incurring
any obligation to Seller for the payment of the Earnout Fee or any other
consideration with respect to such New Tenant. Except as otherwise provided in
subsection (d) herein, if for any reason whatsoever the conditions set forth in
subsection (a) are not fulfilled within the time periods set forth in subsection
(a), no Earn-Out Fee or other compensation shall be payable to Seller or any of
its Affiliates with respect to the leasing of the Property, and Seller hereby
acknowledges that in such instance it shall have no right to file a lien,
against the Property or any interest of Buyer (or any Affiliate thereof)
therein.

(c) Buyer's agreement to pay the Earnout Fee is based on the assumption
that Buyer shall not be obligated to pay any commission or other fee to a
broker, finder or other person in connection with any lease executed with any of
the New Tenants. Seller shall hold harmless, indemnify and defend Buyer (and all
Affiliates thereof) from and against any and all claims, demands, actions,
causes of action, suits, judgments, damages, losses, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees and
disbursements) incurred in connection with demands for commissions or fees with
respect to the leasing of retail space at the Property to any of the New
Tenants, except with respect to any broker retained by Buyer. If Buyer is
required to pay a commission to any broker or finder in connection with a lease
with any New Tenant (other than to a broker retained by Buyer), then Buyer shall
have the right to reduce the amount of the Earnout Fee by the amount of any such
commission which Buyer is required to pay.

(d) It is the intent of the parties that Buyer not be able to avoid
paying the Earnout Fee on account of a lease with a New Tenant by waiting to
satisfy the conditions under subsection (a) until after the required dates for
satisfaction of such conditions have passed. Accordingly, if Seller shall have
satisfied the condition set forth in subsection (a)(ii), and Buyer shall be
negotiating a lease with a New Tenant during the two hundred and forty (240) day

-23-

period referred to in subsection (a)(iii), and such lease shall not be fully and
unconditionally executed and delivered within such period but shall thereafter
be fully and unconditionally executed and delivered within one year of the date
of Closing, then the Earnout Fee shall nevertheless be deemed Earned, provided
that the New Tenant shall open its premises for business and commence the
payment of fixed rent no later than eighteen (18) months (notwithstanding the
provisions of subsection (a)(iv) hereof) after the date of Closing.

[signature page follows]

-24-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

SELLER:

DuBois Realty Partners, L.P.,
a Pennsylvania limited partnership

By: Xxxxxxx Xxxxxx Acquisition Corporation
a Pennsylvania corporation, general partner

By: /s/ Xxx X. XxXxxxxx
-------------------------------------------
Xxx X. XxXxxxxx, Vice President

BUYER:

Cedar Shopping Centers Partnership, L.P.
a Delaware limited partnership

By: Cedar Shopping Centers, Inc.
a Maryland corporation, general partner

By: /s/ Xxx X. Xxxxxx
-------------------------------------------
Name: Xxx X. Xxxxxx
Title: Pres.

Escrow Agent hereby executes this Agreement to acknowledge receipt of the
Initial Deposit and to confirm its agreement to hold and disburse the Deposit in
accordance with the terms and conditions of the foregoing Agreement

Lawyers Title Insurance Corporation

By:
-----------------------------------

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

SELLER:

DuBois Realty Partners, L.P.,
a Pennsylvania limited partnership

By: Xxxxxxx Xxxxxx Acquisition Corporation
a Pennsylvania corporation, general partner

By: /s/ Xxx X. XxXxxxxx
-------------------------------------------
Xxx X. XxXxxxxx, Vice President

BUYER:

Cedar Shopping Centers Partnership, L.P.
a Delaware limited partnership

By: Cedar Shopping Centers, Inc.
a Maryland corporation, general partner

By: /s/ Xxx X. Xxxxxx
-------------------------------------------
Name: Xxx X. Xxxxxx
Title: Pres.

Lawyers Title Insurance Corporation

By: /s/ Xxxxxxx Xxxxx, Xx
-----------------------------------
Xxxxxxx Xxxxx, Xx
VICE PRESIDENT

EXHIBIT A
(Legal Description of the Land)

Exhibit A

XXXXXX REALTY PARTNERS, L.P.

"THE COMMONS"

SHOPPING CENTER PARCEL (EXCLUDING LOWE'S)
-----------------------------------------

ALL that certain piece, parcel or lot of land situate in the Township
of Xxxxx, Clearfield County, Pennsylvania, and being bounded and described as
follows, to wit:

BEGINNING at a 3/4" rebar at the southwest corner of a parcel of land
conveyed by Xxxxx Real Estate Development Corporation to DuBois Realty Partners,
L.P. on the northern line of a 16 foot unopened alley as shown on the Xxxxxxx
Xxxxx Plan of Lots and surveyed by Xxxxxx Xxxx, C.E. in 1916; said rebar being
North 74(degree) 15' 46" West, 694.45 feet from a 3/4" rebar set at the
intersection of the right-of-way of said unopened alley and Xxxxxxx Road:

Thence by the northern line of the 16 foot unopened alley North
74(degree)15' 46" West, 1021.21 feet to a 3/4" rebar set at the southeast corner
of land now or formerly of Xxx Xxx Xxxxxxxx and Xxxxxxx X. Xxxxxx;

Thence by the line of lands now or formerly of Xxxxxxxx and Xxxxxx the
following courses and distances:

North 15(degree) 44' 14" East, 150.00 feet to a 1" rebar;
North 74(degree) 15' 29" West, 200.00 feet to a 1" rebar;
South 15(degree) 44' 14" West, 150.00 feet to a 3/4" rebar set on
the northern line of the unopened, 16 foot alley;

Thence by the northern line of the 16 foot unopened alley North
74(degree) 15' 46" West, 124.17 feet to a 3/4" rebar set at the southwest corner
of this parcel;

Thence by a line through lands of the Xxxxx Real Estate Development
Corporation, North 16(degree) 05' 56" East, 758.96 feet to a 3/4" iron pin;

Thence continuing by a line through land of the Xxxxx Real Estate
Development Corporation and Xxxxxxxxx Xxxxx North 74(degree) 21' 30" East,
1365.50 feet to a 3/4" rebar at the northeast corner of this parcel and at the
northwest corner of a parcel conveyed by the Xxxxx Real Estate Development
Corporation to XxXxxx Realty Partners, L.P., as straw party;

Thence by the easterly line of this parcel and the western line of the
parcel of land conveyed by the Xxxxx Real Estate Development Corporation to
XxXxxx Realty Partners, L.P., as straw party, the following courses and
distances:

South 16(degree) 04' 09" West, 406.81 feet to a point;
South 54(degree) 25' 38" West, 33.03 feet to a point;
South 16(degree) 04' 09" West, 328.66 feet to a 3/4" rebar set on
the northern line of the 16 foot unopened alley and the place of
beginning.

Said parcel of land containing 22.94 acres of land,

BEING all or a portion of the land conveyed by Xxxxx Real Estate
Development Corporation to DuBois Realty Partners, L.P. by Deed dated October
28, 1999, recorded in the Clearfield County Recorder's Office as Instrument No.
199918025.

TOGETHER WITH the free and common use, right, liberty and privilege of
a perpetual easement for ingress and egress over lands of DuBois Realty
Partners, L.P., Xxxxx Real Estate Development Corporation and Developac, Inc.
pursuant to and as set forth and more particularly described in (a) that certain
Industrial Drive Easement among DuBois Realty Partners, L.P., Xxxxx Real Estate
Development Corporation and Developac, Inc. dated of even date herewith and
recorded in the office of the Recorder of Deeds of Clearfield County as
Instrument No. 199918027, and (b) that certain Agreement dated March 27, 1992
between, Xxxxx X. XxXxxx and Xxxxx Real Estate Corporation recorded in the
office of the Recorder of Deeds of Clearfield County in Volume 1451, Page 426,
as modified by that certain Modification of Easement date of even date herewith
and recorded in the office of the Recorder of Deeds of Clearfield County as
Instrument No. 199918024.

OUTPARCELS
----------

Parcel B
--------

All that certain parcel of land situated in Xxxxx Township, Clearfield
County, Pennsylvania, identified as Parcel "B" in the Partition of Land for
DuBois Realty Partners, L.P. dated October 17, 2001, recorded on January 2,
2002, as Instrument No. 200200007 in the Office of the Register and Recorder for
Clearfield County, Pennsylvania (the "Partition of Land"), and more particularly
described as follows:

Beginning at a 3/4" rebar set on the southern right of way line of
First Avenue and the eastern right of way line of Commons Drive (formerly known
as Second Street);

-2-

Thence by the southern right of way line of First Avenue S 74(degree)
15' 29" E, 300.00 feet (shown on the Partition of Land as S 77(degree) 49' 25"
E, 300.13 feet) to a 3/4" rebar;

Thence S 15(degree) 44' 31" W, 150.00 feet (shown on the Partition of
Land as S 12(degree) 10' 35" W; 150.00 feet) to a 3/4" rebar on the northern
line of a 12 foot unopened alley and on the southern line of the Xxxxxxx Xxxxx
Plan of Lots as surveyed by Xxxxxx X. Xxxx, C.E. in 1916;

Thence by the northern line of the 12 foot unopened alley N 74(degree)
15' 29" W, 300.00 feet (shown on the Partition of Land as S 77(degree) 49' 25"
E, 302.88 feet) to a 3/4" rebar;

Thence by the eastern right of way line of Commons Drive N 15(degree)
44' 31" E, 150.00 feet (shown on the Partition of Land as being along the curve
of an arc having a radius of 275 feet through an arc distance of 37.24 feet to a
point, thence N 12(degree) 15' 54" E, 112.85 feet) to the place of beginning.

Being a portion of the properties conveyed to XxXxxx Realty Partners,
L.P by the following Deeds:

1. Deed dated August 6, 1999, from Xxxxxx Xxxxxxx and wife, recorded as
Instrument No. 199914179 in Deed Book Volume _________ , page ______ .

2. Deed dated May 3, 1999, from Xxxxxxx X. Xxxxxx, recorded as
Instrument No. 199914180 in Deed Book Volume _________ , page __________.

PARCEL C
--------

All that certain parcel of land situated in Xxxxx Township. Clearfield
County, Pennsylvania, identified as Parcel "C in the Partition of Land for
DuBois Realty Partners, L.P. dated October 17, 2001, recorded on January 2,
2002, as Instrument No. 200200007 in the Office of the Register and Recorder for
Clearfield County, Pennsylvania, and more particularly described as follows:

Beginning at a 3/4" rebar set on the southern right of way line of
First Avenue and the eastern line of a 16 foot unopened alley (situated between
Lots 26 and 27) of the Xxxxxxx Xxxxx Plan of Lots as surveyed by Xxxxxx X. Xxxx,
C.E. in 1916;

Thence by the southern right-of-way line of First Avenue S 74(degree)
15' 29" E (shown on the Partition of Land as S 77(degree) 49' 25" E), 100.00
feet to a 3/4" rebar;

-3-

Thence S 15(degree) 44' 31" W (shown on the Partition of Land as S
12(degree) 10' 35" E), 150.00 feet to a 3/4" rebar set on the northern line of a
12 foot unopened alley and on the southern line of the Xxxxxxx Xxxxx Plan of
Lots as surveyed by Xxxxxx X. Xxxx, C.E. in 1916;

Thence along the northern line of said alley N 74(degree) 15' 29" W
(shown on the Partition of Land as N 77(degree) 49' 25" W), 100.00 feet to a
3/4" rebar set on the eastern line of the 16 foot unopened alley of the Xxxxxxx
Xxxxx Plan of Lots as surveyed by Xxxxxx X. Xxxx, C.E. in 1916;

Thence along the eastern right of way of said 16' unopened alley N
15(degree) 44' 31" E (shown on the Partition of Land as N 12(degree) 10' 35" E),
150,00 feet to the place of beginning.

Being a portion of the property conveyed to XxXxxx Realty Partners, L.P
by Deed dated May 3, 1999, from Xxxxxxx X. Xxxxxx, recorded as Instrument No.
199914180 in Deed Book Volume __________ , page __________ .

Residual Lots
-------------

Lot 1
-----

All that certain parcel of land situated in Xxxxx Township, Clearfield
County, Pennsylvania, more particularly described as follows:

Beginning at a railroad spike at the intersection of the northern right
of way line of State Route 255 and southeast corner of lands now or formerly
owned by Xxxxx Xxxx Xxxxx;

Thence by the eastern line of lands now or formerly owned by Xxxxx Xxxx
Xxxxx N 19(degree) 00' 39" E (shown on the Partition of Land as N 77(degree) 49'
25" W), 250.38 feet to a 3/4" rebar on the southern line of a 12 foot unopened
alley and on the southern line of the Xxxxxxx Xxxxx Plan of Lots as surveyed by
Xxxxxx X. Xxxx, C.E. in 1916;

Thence by the southern line of the 12 foot unopened alley S 74(degree)
21' 01" E (shown on the Partition of Land as S 77(degree) 49' 25" E), 68.02 feet
to the intersection of the southern line of the 12 foot unopened alley and the
western right of way line for Commons Drive;

-4-

Thence along the western right of way line for Commons Drive various
courses and distances (as shown on the Partition of Land) to the place of
beginning.

Being a portion of the property conveyed to XxXxxx Realty Partners,
L.P. by Deed dated August 16, 1999, from Xxxxxxx L, Xxxxxxxx and wife, recorded
as Instrument No. 199914222 in Deed Book Volume ________, page __________.

Lot 2
-----

All that certain parcel of land situated in Xxxxx Township. Clearfield
County, Pennsylvania, more particularly described as follows:

Beginning at a 3/4" rebar set on the southern right of way line of
First Avenue and the western right of way line of Commons Drive;

Thence by the western right of way line of Commons Drive S 15(degree)
44' 31" W, 150.00 feet to a 3/4" rebar (shown on the Partition of Land as S
12(degree) 15' 54" W, 112.77 feet to a point, then by an arcv bearing to the
right having a radius of 225 feet, an arcv distance of 37.41 feet to a point) on
the northern line of a 12 foot unopened alley and on the southern line of the
Xxxxxxx Xxxxx Plan of Lots as surveyed by Xxxxxx X. Xxxx, C.E. in 1916;

Thence by the northern line of the 12 foot unopened alley N 74(degree)
15' 29" W, 100.00 feet (shown on the Partition of Land as N 77(degree) 49' 25"
W, 96.67 feet) to a 3/4" rebar set at the southeast corner of a parcel of land
now or formerly in the name of Xxxxx Xxxx Xxxxx;

Thence along lands now or formerly in the name of Xxxxx Xxxx Xxxxx N
15(degree) 44' 31" E (shown on the Partition of Land as N 12(degree) 10' 35" E),
150.00 feet to a 3/4" rebar on the southerly right of way line of First Avenue;

Thence by the southern right of way line of First Avenue S 74(degree)
15" 29" E (shown on the Partition of Land as S 77(degree) 49' 25" E), 100.00
feet to the place of beginning.

Being a portion of the property conveyed to XxXxxx Realty Partners,
L.P. by Deed dated August 6, 1999, from Xxxxxx X. Xxxxxxx and wife, recorded as
Instrument No. 199914179 in Deed Book Volume ___________, Page ___________.

EXCEPTING AND RESERVING from Residual Lots 1 and 2 all that piece and
parcel of land located in Xxxxx Township, Clearfield County, Pennsylvania
dedicated to the Township of Xxxxx by Deed of Dedication dated October 21, 1999,
from DuBois Realty Partners, L.P. to Xxxxx Township, recorded in the Office of
the Recorder of Deeds of Clearfield County as Instrument #199917606.

-5-

EXHIBIT B
---------

ESCROW PROVISIONS

(a) The Deposit shall be held by Escrow Agent, and disbursed by Escrow
Agent in the following manner:

(i) to Seller upon consummation of the Closing; or

(ii) to Seller upon receipt of written demand therefor,
stating that either (x) this Agreement has been terminated pursuant to
a provision herein which states that Seller is entitled to the Deposit
upon termination, and certifying the basis for such termination or (y)
Buyer has defaulted in the performance of Buyer's obligations under
this Agreement and the facts and circumstances underlying such default;
provided, however, that Escrow Agent shall not honor such demand until
at least five (5) days business days after it has sent a copy of such
demand to Buyer, in accordance with the notice procedure set forth in
the Agreement nor thereafter if Escrow Agent shall have received
written notice of objection from Buyer in accordance with the
provisions of paragraph (b) of this Exhibit B; or

(iii) to Buyer upon receipt of written demand therefor,
stating that either (x) this Agreement has been terminated pursuant to
a provision hereof which states that Buyer is entitled to the Deposit
upon termination, and certifying the basis for such termination, or (y)
Seller has defaulted in performance of Seller's obligations under this
Agreement and the facts and circumstances underlying such default;
provided, however, that Escrow Agent shall not honor such demand until
at least the greater of five (5) business days after it has sent a copy
of such demand to Seller in accordance with the notice procedure set
forth in the Agreement, nor thereafter if Escrow Agent shall have
received written notice of objection from Seller in accordance with the
provisions of paragraph (b) of this Exhibit B.

(b) Upon receipt of written demand for the Deposit by Buyer or Seller
pursuant to clause (ii) or (iii) of paragraph (a) above, Escrow Agent shall
promptly send a copy thereof to the other party. The other party shall have the
right to object to the delivery of the Deposit by sending written notice of such
objection to Escrow Agent within five (5) business days after Escrow Agent
delivers a copy of the written demand to the objecting party but not thereafter.
Such notice shall set forth the basis for objecting to the delivery of the
Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy
thereof to the party who made the written demand.

(c) In the event of any dispute between the parties regarding the
Deposit, Escrow Agent, at its option, may disregard all instructions received
and either (i) hold the Deposit until the dispute is mutually resolved and
Escrow Agent is advised of this fact in writing by both Seller and Buyer, or
Escrow Agent is otherwise instructed by a final unappealable judgment of a court
of competent jurisdiction, or (ii) deposit the Deposit with a court of competent
jurisdiction (whereupon Escrow Agent shall be released and relieved of any and
all liability and obligations hereunder from and after the date of such
deposit).

(d) Escrow Agent may rely upon, and shall be protected in acting or
refraining from acting upon, any written notice, instruction or request
furnished to it hereunder and believed by it to be genuine and to have been
signed or presented by the proper party or parties, provided that any
modification of this Agreement shall be signed by Escrow Agent, Buyer and
Seller.

(e) Seller and Buyer shall jointly and severally hold Escrow Agent
harmless against any loss, damage, liability or expense incurred by Escrow Agent
not caused by its willful misconduct or gross negligence, arising out of or in
connection with its entering into this Agreement and the carrying out of its
duties hereunder, including the reasonable costs and expenses of defending
itself against any claim of liability or participating in any legal proceeding.
Escrow Agent may consult with counsel of its choice, and shall have full and
complete authorization and protection for any action taken, or suffered by it
hereunder in good faith and in accordance with the opinion of such counsel.

(f) Escrow Agent may resign at will and be discharged from its duties
or obligations hereunder by giving notice in writing of such resignation
specifying a date when such resignation shall take effect; provided, however,
that (i) prior to such resignation a substitute escrow agent is approved in
writing by Seller and Buyer, which approval shall not be unreasonably withheld
or delayed, or (ii) Escrow Agent shall deposit the Deposit with a court of
competent jurisdiction. After such resignation, Escrow Agent shall have no
further duties or liability hereunder.

(g) Buyer and Seller, together, shall have the right to terminate the
appointment of Escrow Agent hereunder by giving to it notice of such
termination, specifying the date upon which such termination shall take effect
and designating a replacement Escrow Agent, who shall sign a counterpart of this
Agreement. Upon demand of such successor Escrow Agent, the Deposit shall be
turned over and delivered to such successor Escrow Agent, who shall thereupon be
bound by all of the provisions hereof.

(h) Seller and Buyer shall share equally the responsibility for
reimbursement to Escrow Agent of all out-of-pocket expenses, disbursements and
advances (including reasonable attorneys' fees) incurred or made by Escrow Agent
in connection with the carrying out of its duties hereunder. Escrow Agent agrees
that it shall not charge any such fees, expenses, disbursements or advances if
the Deposit is released from escrow hereunder without a dispute between Seller
and Buyer with respect thereto.

(i) Escrow Agent's agreements and obligations hereunder shall
terminate and Escrow Agent shall be discharged from further duties and
obligations hereunder upon final payment of the Deposit in accordance with the
terms of this Agreement.

-6-

EXHIBIT C
---------
(Additional Permitted Exceptions to Title)

1. All Leases shown on Exhibit F below.

2. All those items shown on Schedule B, Section 2 to Commitment No.
186221t (Revised) issued by Lawyers Title Insurance Corporation, a copy
of which is attached to this Exhibit C.

3. All matters shown on [initial subdivision of Xxxxx property] recorded
in the Office of the Recorder for Clearfield County, Pennsylvania.

4. All matters shown on the Partition of Land for Seller drawn by
Alexander & Associates, Inc., recorded as Instrument No, 200200007 in
the Office of the Recorder for Clearfield County, Pennsylvania.

5. Amended and Restated Declaration of Easements, Covenants, Conditions
and Restrictions dated December 16, 1999, as amended by Amendment No.l
dated March 21, 2001, and Amendment No.2 dated October_______ , 2001,
all of which are recorded in the Office of the Recorder for Clearfield
County, Pennsylvania.

6. All matters shown on Survey 3 dated December 17, 1998, of Xxx-Xxxxxxx
Associates, Inc. (File No. 39850021).

7. Development Agreement dated October 22, 1999, between the Township of
Xxxxx and Xxxxxxx Xxxxxx Development Corporation (as
predecessor-in-interest to Seller), as amended by First Addendum and
Second Addendum, regarding possible, future improvements to Xxxxxxx
Road (which is adjacent to the portion of the Shopping Center owned by
Xxxx'x Home Centers, Inc.).

--------------------------------------------------------------------------------
Lawyers Title
Insurance Corporation
A LANDAMERICA COMPANY
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA
COMMITMENT FOR TITLE INSURANCE
--------------------------------------------------------------------------------

SCHEDULE B - SECTION 2

Exceptions

Any policy issued will have the following exceptions unless removed to the
satisfaction of the Company:

1. Defects, liens, encumbrances, adverse claims or other matters, if any,
created, first appearing in the public records or attaching subsequent
to the effective date hereof but prior to the date the proposed insured
acquires for value of record the estate or interest or mortgage thereon
covered by this commitment.

2. Easements or servitudes which are unrecorded or are apparent from an
inspection of the premises and any variation, in location or
dimensions, conflict with lines of adjoining property, encroachments,
projections or other matters which might be disclosed by an accurate
survey of the premises.

NOTE : Upon payment of the applicable premium, this exception will be
deleted by policy endorsement subject to the matters disclosed thereby.

3. All rights or claims of parties in possession of any portion of the
land.

4. Any reservations, restrictions, limitations, conditions or agreements
set forth in the instrument by which title is vested in the Insured.

5. Any taxes for the current year which may be hereafter assessed.

6. All coal and mining rights and all rights relating thereto.

THIS DOCUMENT DOES NOT INCLUDE OR INSURE THE TITLE TO THE COAL AND THE
RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO
HEREIN AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL
RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY
RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER
STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT
ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE
CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT.

7. The following oil and gas leases and any pipelines in connection
therewith:

a) From Xxxxxx Xxxxx, et ux, to Consolidated Gas Supply Corporation
dated July 1,

(continued)

--------------------------------------------------------------------------------
This commitment is invalid unless the Insuring
Provisions and Schedules A and B are attached

REVISED
Case Number: 186221t

--------------------------------------------------------------------------------
Lawyers Title
Insurance Corporation
A LANDAMERICA COMPANY
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA

COMMITMENT FOR TITLE INSURANCE
--------------------------------------------------------------------------------
SCHEDULE B - SECTION 2 (continued)

1970 and, recorded August 5, 1970 in Deed Book Volume 154, Page 355.

b) From Xxxxxx Xxxxx and Xxxxxxxxx Xxxxx, his wife, to New York State
Natural Gas Corporation dated March 9, 1911 and recorded April 20, 1961
in Deed Book Volume 125, Page 405.

c) From Xxxxxx X. Xxxxx and Xxxxxxxxx Xxxxx, his wife, to New York
State Natural Gas Corporation dated June 27, 1927 and recorded July 24,
1957 in Deed Book Volume 107, Page 24.

8. Thirty (30) day right of removal of house of Xxxxxxxxx Xxxxx from date
of closing.

9. Agreement between Xxxxx X. XxXxxx and Xxxxx Real Estate Development
Corporation dated March 27, 1992 and recorded April 2, 1992 in Deed
Book Volume 1451, Page 426.

10. All roads, public or private, in any manner affecting the premises, as
shown on the survey.

11. Pending disbursement of the full amount of the loan secured by the
insured mortgage, Policy insures only to the extent of the amount
actually disbursed, but increases as each obligatory disbursement is
made up to the face amount of the Policy. However, by acceptance of
this Policy, the Insured agrees to notify the Company at once of any
defect in or objection to the title of which the Insured may receive
actual notice.

Liability of the Company for loss of priority of the lien of the
insured mortgage over any statutory lien for labor or material shall
extend only to that portion of the proceeds of the loan disbursed
pursuant to a legal obligation to disburse and in accordance with the
provisions of the construction loan agreement between the mortgagor and
the Insured.

12. Pending such time as the improvements contemplated upon insured
premises shall be commenced, liability under this Policy is limited to
the purchase price paid for the land, but as and when the erection of
such improvements shall be commenced, liability hereunder shall
increase as the improvements progress, in the amount of the cost
thereof, up to the face amount of the Policy.

(continued)
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Case Number: 186221t REVISED
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Lawyers Title
Insurance Corporation
A LANDAMERICA COMPANY
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA

COMMITMENT FOR TITLE INSURANCE
--------------------------------------------------------------------------------
SCHEDULE B - SECTION 2 (continued)

13. The following rights of ways:

a) From Xxxxxx X. Xxxxx and Xxxxxxxxx Xxxxx to Xxxx Telephone Company
of Pennsylvania dated May 19, 1972 and recorded July 11, 1972 in Deed
Book Volume 170, Page O88; as shown on the survey.

b) From Xxxxxx X. Xxxxx and Xxxxxxxxx Xxxxx, his wife to United Natural
Gas Company dated July 25, 1972 and recorded October 24, 1972 in Deed
Book Volume 175, Page 20; as shown on the survey.

14. The following matters shown on the survey of Xxx-Xxxxxxx Associates,
Inc. dated December 17, 1998:

a) sewer line extending through premises;

b) building set back lines;

c) cable, electric and telephone lines extending through premises.

THIS PAGE CONSTITUTES THE LAST PAGE OF SCHEDULE B.

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Case Number: 186221t REVISED
--------------------------------------------------------------------------------

EXHIBIT D
---------

(Assignment and Assumption of Leases and Security Deposits)

ASSIGNMENT AND ASSUMPTION OF LEASES AND
SECURITY DEPOSITS

This Assignment and Assumption Agreement is made this ______ day of
_____________, 2004, between ____________________, a Pennsylvania ___________
having an address at __________________, Pennsylvania __________ (the
"Assignor") and CEDAR _________ , LLC, a Delaware limited liability company,
having an address at 00 Xxxxx Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
(the "Assignee").

BACKGROUND

Assignor and Assignee entered into a certain Agreement of Purchase and
Sale dated ______________ , 2003 (the "Agreement of Sale"), in which Assignor
agreed to sell and Assignee agreed to purchase certain real estate and other
real and personal property more fully described therein, which real estate is
described on Exhibit "A" attached hereto and made a part hereof (the
"Property"). Pursuant to the Agreement of Sale, under which closing is taking
place on the date hereof, Assignor desires to transfer and assign to Assignee
all of Assignor's right, title, interest and privileges in and to (a) all
existing leases for portions of the Property (the "Leases"), (b) the security
deposits, guarantees and other security for the performance of the tenants'
obligations under the respective Leases being held by Assignor with respect to
the Leases (the "Security"), and Assignee desires to accept such assignment and
assume Assignor's obligations under the Leases arising from and after the date
hereof including, without limitation, those in respect of the Security. Any
capitalized terms used in this instrument that are defined in the Agreement of
Sale shall have the meanings given such terms in the Agreement of Sale.

NOW, THEREFORE, intending to be legally bound hereby, Assignor and
Assignee agree as follows:

1. Assignor hereby absolutely and irrevocably transfers and assigns to
Assignee all of Assignor's right, title, interest, claims and privileges, as
landlord, in and to the Leases and the Security, all of which are listed on
Exhibit "B" and Exhibit X-x, respectively, attached hereto and made a part
hereof. Assignor represents and warrants to Assignee that Exhibit B is a true,
complete and correct list of the Leases which affect the Property, including all
amendments, modifications, letter agreements, assignments and guaranties thereof
or relating thereto. Assignor represents and warrants to Assignee that there are
no agreements (written or oral) affecting the Property or any portion thereof in
the nature of leases (including ground leases), concessions, licenses or
occupancy agreements, or any amendments, modifications side letters or
guaranties thereof, other than the Leases listed on Exhibit B, true and complete
copies of which have been delivered to Assignee. Assignor represents and
warrants to Assignee that Exhibit B-1 contains a complete list of all security
deposits and letters of credit (if any) posted with Assignor as security,
affecting the Property. Assignor agrees to indemnify, defend and hold Assignee
harmless from and against any and all losses, liabilities or damages, including
reasonable attorneys fees and litigation expenses, arising as a result of claims
asserted against Assignee under the Leases (or otherwise) for events occurring
prior to the date hereof (including, without limitation, claims for the return
of any Security not listed on Exhibit "B-1").

2. Assignee hereby assumes and agrees to perform all of the Assignor's
obligations, as landlord, arising or to be performed under the Leases from and
after the date of this Assignment. Assignee agrees to indemnify, defend and hold
Assignor harmless from and against any and all loss, liability or damages,
including without limitation reasonable attorneys fees and costs of suit,
arising as a result of claims asserted against Assignor under the Leases for
events occurring on or after the date hereof (including without limitation
claims for the return of any Security listed on Exhibit "X-x").

3. The rights and obligations of the parties hereto shall be binding
upon and inure to the benefit of Assignee and Assignor and their respective
successors and assigns.

4. This Agreement, its construction, validity and effect, and its
interpretation, performance and enforcement, and the remedies therefor, shall be
governed, and construed by and according to the laws of the Commonwealth of
Pennsylvania.

5. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one entire
original Assignment.

-8-

IN WITNESS WHEREOF, the parties have executed this Assignment and
Assumption Agreement as of the day and year first above written.

ASSIGNOR:

------------------------------------------
a Pennsylvania limited partnership

By:
------------------------------------------
a Pennsylvania corporation,
its general partner

By:
------------------------------------------
Name:
Title:

ASSIGNEE:

CEDAR ____________________, LLC
a Delaware limited liability company

By: Cedar Shopping Centers Partnership, L.P.,
a Delaware limited partnership,
its sole member

By: Cedar Shopping Centers, Inc.,
a Maryland corporation,
its general partner

By :
------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President

-9-

EXHIBIT B
(Tenant Leases)

-10-

EXHIBIT X-x
(Security Deposits)

TENANT SECURITY DEPOSITS

-11-

EXHIBIT E
---------
(Estoppel Certificate)

TO: Cedar Shopping Centers Partnership, L.P. (or it designated nominee
acquiring title to the Shopping Center), its mortgage lender, and their
successors and/or assigns

The undersigned ("Tenant"), under that certain lease, dated ___________
(the "Lease"), with _________ ("Landlord"), for certain premises (the
"Premises") located at The Commons Shopping Center in Dubois, Pennsylvania (the
"Shopping Center"), hereby ratifies the Lease and certifies that:

1. The Lease has not been modified, changed or amended, except by the
documents listed in Schedule A attached hereto. The Lease is in full force and
effect.

2. Tenant has accepted possession of and is now occupying the Premises.

3. The current term of the Lease commenced on ___________________ and
expires on ___________. Tenant has ____________ (___), remaining renewal options
of ____ years each.

4. The present base or minimum monthly rental under the Lease is
$__________________. Monthly rent commenced on ___________, _____. Monthly
rental has been paid through _________ , 20__. There has been no prepayment of
rent other than as provided by the Lease.

6. Tenant is currently making contributions toward common area
maintenance expenses, real estate taxes and insurance in the sum of $ _______
per month. Payments have been made through _________ , 20______.

7. The amount of the security deposit paid under the terms of the Lease
and not returned to Tenant is $ __________ .

8. There are no defaults under the Lease by Landlord, nor to the best
of the undersigned's knowledge has any event occurred which, with passage of
time or the giving of notice or both, would constitute a default by Landlord
under the Lease, except as set forth in Schedule A.

9. All work to be performed by Landlord under the Lease has been
completed in accordance with the terms of the Lease and has been accepted by the
undersigned; Tenant has received all construction allowances, rent concessions
and other "free rent" which Tenant is entitled to receive under the Lease,
except as set forth in Schedule A.

10. To Tenant's knowledge there are no current default-related credits,
offsets or deductions to which it is entitled under the Lease.

11. Tenant has not previously assigned the Lease or sublet all or any
portion of the Premises. Tenant is currently in possession of the Premises,
Tenant has not filed, nor has there been filed against Tenant any bankruptcy or
insolvency proceeding.

12. Tenant has no right or option to purchase any portion of the
Shopping Center.

This certification is binding upon the undersigned and may be relied
upon by you and any successor in interest to you or any mortgage lender of the
Shopping Center.

The undersigned individual hereby certified that he is duly authorized
to sign, acknowledge and deliver this letter on behalf of Tenant.

IN WITNESS WHEREOF, Tenant has executed and delivered this Estoppel
Certificate effective_______________________, 2003.

-----------------------------------------------

By:
-------------------------------------------
Name:
Title:

-13-

EXHIBIT F
---------
(List of Leases)
[including all amendments, modifications, side letters and guarantees]

EXHIBIT G
---------
(Rent Roll)

Exhibit G
Rent Roll

THE COMMONS

DUBOIS, PENNSYLVANIA
Dated 12/23/03

Executed Leases:

Shop' n Save Signed ???? ???? ???? ???? ???? ???? ????
Xxxxx-Xxxxxxx Signed ???? ???? ???? ???? ???? ???? ????
Pier 1 Imports Signed ???? ???? ???? ???? ???? ???? ????
Shoe Sensation Signed ???? ???? ???? ???? ???? ???? ????
Fashion Bug Signed ???? ???? ???? ???? ???? ???? ????
Blockbuster Video Signed ???? ???? ???? ???? ???? ???? ????
Radio Shack Signed ???? ???? ???? ???? ???? ???? ????
Wise Eyes Optical Signed ???? ???? ???? ???? ???? ???? ????
o Classic Subs Signed ???? ???? ???? ???? ???? ???? ????
Xxxxx Beauty Supply Signed ???? ???? ???? ???? ???? ???? ????
Rem A o Signed ???? ???? ???? ???? ???? ???? ????
The Wintry at Xxxxxx Signed ???? ???? ???? ???? ???? ???? ????
Holiday Hair Signed ???? ???? ???? ???? ???? ???? ????
Gourmet Buffet Signed ???? ???? ???? ???? ???? ???? ????
Dollar Tree Signed ???? ???? ???? ???? ???? ???? ????
CardSmart Signed ???? ???? ???? ???? ???? ???? ????
Meille Laundrymat Signed ???? ???? ???? ???? ???? ???? ????
Black Forest Furniture Signed ???? ???? ???? ???? ???? ???? ????
Check 'N Go Signed ???? ???? ???? ???? ???? ???? ????
o Emporium Signed ???? ???? ???? ???? ???? ???? ????
Executed Sub Total ???? ???? ???? ???? ???? ???? ????

To Be Leased

Space 324 ???? ???? ???? Projected
Space 320 ???? ???? ???? Projected
Space 310 ???? ???? ???? Projected
Space 280 ???? ???? ???? Projected
To Be Leased Subtotal ???? ???? ????
Total Project ???? ???? ????

EXHIBIT I
---------
(Service Contracts)

EXHIBIT I

The Commons - Dubois, PA

SERVICE CONTRACTS

1. Property Management contract with Xxxxxxx Xxxxxx Development
Corporation dated December l6, 1999

2. Oral contract with Western Pennsylvania Service Company for the
performance of routine maintenance (i.e. landscaping, sidewalk snow
removal, trash pickup, lot light repairs, etc.)

3. Oral contract with Xxxxxx Xxxx to sweep the parking lot (excluding the
Lowe's parcel)

4. Oral contract with Xxxxxx Xxxx to perform the snow removal for the
parking lot (excluding Lowe's parcel)

5. Sprinkler monitoring contract with Premier Security to monitor the
sprinkler system for the shopping center (excluding Xxxxx-Xxxxxxx and
Shop `N Save buildings)

EXHIBIT J
---------

8-K and Audit Requirements

For the period of time commencing on the execution of the attached
Agreement of Purchase and Sale and continuing through the first anniversary of
the Closing Date, Seller shall, from time to time, upon reasonable advance
notice from Buyer, provide Buyer and its representatives, agents and employees
with access to all financial and other information pertaining to the period of
Seller's ownership and operation of the Property, which information is relevant
and reasonable necessary, in the opinion of Cedar Shopping Centers, Inc.
("Cedar") outside, third party accountants (the "Accountants"), to enable Cedar
and its Accountants to prepare financial statements in compliance with any and
or all of (a) Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission (the "Commission"); (b) any other rule issued by the Commission and
applicable to Cedar; and (c) any registration statement, report or disclosure
statement filed with the Commission by, or on behalf of, Cedar; provided
however, that in any such event(s), Buyer shall reimburse Seller for those third
party, out-of-pocket costs and expenses that Seller incurs in order to comply
with the foregoing requirement. Seller acknowledges and agrees that the
following is a representative description of the information and documentation
that Cedar and the Accountants may require in order to comply with (a), (b), and
(c) above. Seller shall provide the following information, and documentation on
a per-building basis, if available (capitalized terms not defined herein, shall
have the meanings as ascribed to such terms in the attached Agreement of Sale):

1. Rent rolls for the calendar month in which the closing occurs and the
eleven (11) calendar months immediately preceding the calendar month in
which the closing occurs;

2. Seller's written analysis of both (a) scheduled increases in base rent
required under the Leases in effect on the Closing Date; and (b) rent
concessions imposed by those Leases;

3. Seller's internally-prepared operating statements;

4. Access to Lease files;

5. Most currently available real estate tax bills;

6. Access to Seller's cash receipt journal(s) and bank statements for the
Property;

7. Seller's general ledger with respect to the Property, excluding
Seller's proprietary accounts;

8. Seller's schedule of expense reimbursements required under the Leases
in effect on the Closing Date;

9. Schedule of those items of repairs and maintenance performed by, or at
the direction of the Seller, during Seller's final fiscal year in which
Seller owns and operates the Property (the "Final Fiscal Year");

10. Schedule of those capital improvements and fixed assets additions made
by, or at the direction of, Seller during the Final Fiscal Year;

11. Access to Seller's invoices with respect to expenditures made during
the Final Fiscal Year; and

12. Access (during normal and customary business hours) to responsible
personnel to answer accounting questions.

Nothing herein shall require Seller to conduct its own audits or
generate any requested materials that are not in its possession.

The provisions of the foregoing information shall be for informational
purposes only, shall not be deemed to be representations or warranties under
this Agreement, and shall not expose Seller to any liability on account thereof.

Upon Buyer's request, for a period of (2) years after Closing, Seller
shall make Seller's books, records, existing supporting invoices and other
existing substantiating documentation available to Buyer for inspection,
copying, and audit by Buyer's designated accountants, at the expense of Buyer.
This obligation shall survive the Closing for a period of two (2) years and
shall not be merged with any instrument of conveyance delivered at Closing.

-19-

EXHIBIT K
New Tenant's Lease Terms

The Commons
Dubois, PA

Lease Lease
Lease Year 1 Year 1
New Tenants SF Term Rent/SF Rent
----------- ------ ------ ------- --------

- Xxxxxxx Fabrics 15,000 10 $8.50 $127,500
Or
- Goody's 24,000 10 $8.25 $198,000

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