AGREEMENT TO ENTER INTO NET LEASE



            THIS AGREEMENT (this "Agreement") made as of this 23 day of April,

2003 between SPSP Corporation, a Pennsylvania corporation, having an office at

44 West Lancaster Avenue, Suite 110, Ardmore, Pennsylvania 19003 ("SPSP"),

Passyunk Supermarket, Inc., a Pennsylvania corporation, having an office at 44

West Lancaster Avenue, Suite 110, Ardmore, Pennsylvania 19003 ("Passyunk"), and

Twenty Fourth Street Passyunk Partners, L.P., a Pennsylvania limited

partnership, having an office at 44 West Lancaster Avenue, Suite 110, Ardmore,

Pennsylvania 19003 ("24th Street"; SPSP, Passyunk and 24th Street are

collectively referred to herein as the "Owners"), and Cedar-South Philadelphia

I, LLC, a Delaware limited liability company, having an office at 44 South

Bayles Avenue, Port Washington, New York 11050 ("Cedar").



                               W I T N E S S E T H



            WHEREAS, the Owners are the owners of the Property (as herein

defined); and



            WHEREAS, the Owners desire to enter into a net lease with Cedar, and

Cedar desires to enter into a net lease with the Owners, of all of the Owners'

right, title and interest in and to the Property, subject to the terms and

conditions of this Agreement.



            NOW THEREFORE, in consideration of the mutual covenants contained

herein and other good and valuable consideration, the receipt and sufficiency of

which is hereby acknowledged, the Owners and Cedar agree as follows:



            1. Lease and Assignment.



            (a) Owners agree to net lease to Cedar, and Cedar agrees to net

lease from Owners, subject to the terms and conditions of this Agreement, all of

Owners' right, title and interest in and to all of those certain plots, pieces

and parcels of land (the "Land") known by the addresses 2301-11 Oregon Avenue,

2426 South 23rd Street and 2300 W. Passyunk Avenue, Philadelphia, Pennsylvania

and are commonly known as South Philadelphia Shopping Plaza, as more

particularly described in Schedule A-1, Schedule A-2 and Schedule A-3 attached

hereto, together with the buildings and improvements (collectively, the

"Building") located on the Land (the Building and Land are hereinafter

collectively referred to as the "Premises"), and all of the Owners' right, title

and interest, if any, in, to and under (i) all easements, rights of way,

privileges, appurtenances, strips, gores and other rights pertaining to the

Premises, including, without limitation and without warranty, any existing

development rights, (collectively, the "Appurtenances"); (ii) any land in the

bed of any street, road, avenue, open or proposed, public or private, in front

of or adjoining the Premises or any portion thereof, and any award to be made in

lieu thereof and in and to any unpaid award for damage to the Premises by

reasons of change of grade of any street occurring after the date of execution

and delivery of this Agreement (collectively, the "Adjoining Land"); and (iii)

the fixtures, equipment, machinery, furniture, furnishings, appliances, supplies

and other items of personal property (and

{PAGE}

replacements thereof), now owned by the Owners and contained in or on, the

Premises (collectively, the "Personalty"). The Land, the Building, the

Appurtenances, the Adjoining Land and the Personalty are hereinafter referred to

as the "Leased Property".



            (b) The Owners agree to assign to Cedar, and Cedar agrees to accept

from the Owners, subject to the terms and conditions of this Agreement, all of

the Owners' right, title and interest in and to (i) all leases, lettings and

licenses with respect to the Premises, and all amendments, modifications,

supplements, additions, extensions and renewals thereof (collectively,

"Leases"), all subleases under the Leases (the "Subleases") and, except as

expressly provided herein, security and other deposits thereunder affecting the

Premises (the items set forth in this clause (a) are collectively referred to as

the "Lease Documents"); (ii) subject to the provisions of Section 20(c) below,

all service agreements, maintenance agreements, supply agreements and any other

contracts and agreements affecting the Premises and all income therefrom

(collectively, "Contracts"); and (iii) any licenses, permits approvals, and

certificates required or used in or relating to the ownership, use, maintenance,

occupancy or operation of any part of the Leased Property (the "Licenses").



            (c) The Leased Property, the Lease Documents, the Contracts and the

Licenses are sometimes hereinafter collectively referred to as the "Property".



            2. Basic Rent. Contemporaneously with the lease and assignment

described in Section 1 above, Cedar shall pay to the Owners, by wire transfer of

immediately available Federal funds, the first installment of Basic Rent (as

defined in the Lease (as defined below)) due under the Lease in accordance with

the terms thereof, subject to apportionments to be made as provided in this

Agreement.



            3. Intentionally deleted.



            4. Permitted Encumbrances. Subject to the terms and provisions of

this Agreement, title to the Premises shall be leased by Owner to Cedar, and

Cedar shall accept the same subject only to the items set forth on Schedule B

attached hereto (collectively, the "Permitted Encumbrances").



            5. Title Insurance.



            (a) The Owners have delivered to Cedar a title insurance report and

commitment (the "Commitment") for a leasehold title insurance policy (the "Title

Policy") from First American Title Insurance Company ("First American"). Upon

receipt of any updates or revisions to the Commitment, the Owners shall furnish

copies thereof to Cedar's attorneys (the Commitment and any updates or revisions

thereto are hereinafter collectively referred to as the "Report"). At Closing,

the Owners shall be required to remove any exceptions to title which are not

Permitted Encumbrances (the "Title Objections"), including, without limitation,

all mortgages and all unpaid water charges and real estate taxes (other than

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