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                ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT

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         This Environmental Compliance and Indemnity Agreement (hereinafter, the

"Environmental Indemnity" or "Agreement") is given pursuant to the terms and

conditions of a certain Loan Agreement (hereinafter, the "Loan Agreement") dated

January 30, 2004 by and among CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a

Delaware limited partnership having an address at 44 South Bayles Avenue, Port

Washington, New York 11050 (hereinafter, the "Borrower"), Fleet National Bank

and the other lending institutions which are or become parties to the Loan

Agreement (Fleet National Bank and the other lending institutions which are or

become parties to the Loan Agreement are collectively referred to as the

"Lenders" and individually as the "Lender"), and Fleet National Bank, a national

banking association having an address at 100 Federal Street, 8th Floor, Boston,

Massachusetts 02110, as Agent (hereinafter, together with any successors and

assigns thereof, the "Agent"). Capitalized terms used herein which are not

otherwise specifically defined shall have the same meaning herein as in the Loan

Agreement.



         As used herein:



         A. The term "Environmental Legal Requirements" shall mean all

applicable present or future federal, state, county and local laws, by-laws,

rules, regulations, codes and ordinances, or any judicial or administrative

interpretations thereof, and the requirements of any governmental agency or

authority having or claiming jurisdiction with respect thereto, applicable to

the regulation or protection of the environment, the health and safety of

persons and property and all other environmental matters and shall include, but

not be limited to, all orders, decrees, judgments and rulings imposed through

any public or private enforcement proceedings, relating to Hazardous Materials

or the existence, use, discharge, release, containment, transportation,

generation, storage, management or disposal thereof, or otherwise regulating or

providing for the protection of the environment applicable to the Property and

relating to Hazardous Materials, or to the existence, use, discharge, release or

disposal thereof. Environmental Legal Requirements presently include, but are

not limited to, the following laws: Comprehensive Environmental Response

Compensation and Liability Act (42 U.S.C. 59601 et seq.), the Hazardous

Materials Transportation Act (49 U.S.C. 51801 et seq.), the Public Health

Service Act (42 U.S.C. 5300(f) et seq.), the Pollution Prevention Act (42

U.S.C. 513101 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act

(7 U.S.C. 5136 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.

ss.6901 et seq.), the Federal Clean Water Act (33 U.S.C. ss.1251 et seq.), The

Federal Clean Air Act (42 U.S.C. 57401 et seq.), the Pennsylvania Solid Waste

Management Act, 35 P.S. ss.6018.101 et seq. and/or Pa. Code ss.75.260 and

75.261, the Pennsylvania Hazardous Sites Cleanup Act, 35 P.S. ss.6020.101 et

seq., the Clean Streams Law, 35 P.S. ss.691.1 et seq., and the Storage Tank and

Spill Prevention Act, 35 P.S. ss.6021.101 et seq.



         B. The term "Hazardous Materials" shall mean asbestos, mold, flammable

materials, explosives, radioactive or nuclear substances, polychlorinated

biphenyls, other carcinogens, oil and other petroleum products, radon gas, urea

formaldehyde, chemicals, gases, solvents, pollutants, contaminants, and any

other hazardous or toxic materials, wastes and substances which are defined,

determined or identified as such in any present or future federal, state or

local laws, by-laws, rules, regulations, codes or ordinances or any judicial or

administrative interpretation thereof.



         C. The term "Property" shall mean the land located at the intersection

of Route 255 and Commons Drive, Sandy Township, Clearfield County, Pennsylvania.





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         D. The term "Surrounding Property" shall mean any property located

within one hundred (100) feet of the perimeter of the Property.



         E. The term "Guarantor" shall mean, jointly and severally, Cedar

Dubois, LLC, and Cedar Shopping Centers, Inc.



         F. The term "Indemnitors" shall mean Borrower and Guarantor.



         G. The term "Indemnified Party" shall mean: (i) Agent and each of the

Lenders; (ii) all those claiming by, through or under Agent or any Lender,

including any subsequent holder of the Loan and any present or future owner of a

participation interest therein; (iii) any subsequent owner or tenant of all or

any portion of the Property following the exercise by Agent of its rights under

the Loan Agreement, the Guaranty, the Mortgage, the Assignment of Leases and

Rents or the other Loan Documents, including, but not limited to, a foreclosure

sale or deed in lieu thereof; and (iv) as to each of the foregoing, their

respective affiliate, parent and subsidiary corporations, and, as applicable,

the respective officers, directors, stockholders, agents, employees, accountants

and attorneys of any one or more of them, and any person, firm or entity which

controls, is controlled by, controlling, or under common control with, any one

or more of them.



         H. The term "Environmental Enforcement Action" shall mean all actions,

orders, requirements or liens instituted, threatened in writing, required,

completed, imposed or placed by any governmental authority and all claims made

or threatened in writing by any other person against or with respect to the

Property, or any present or past owner or occupant thereof, arising out of or in

connection with any of the Environmental Legal Requirements, any environmental

condition, or the assessment, monitoring, clean-up, containment, remediation or

removal of, or damages caused or alleged to be caused by, any Hazardous

Materials (i) located on or under the Property, or (ii) emanating from the

Property.



         I. The terms "generated," "stored," "transported," "utilized,"

"disposed," "managed," "released" and "threat of release," and all conjugates

thereof, shall have the meanings and definitions set forth in the Environmental

Legal Requirements.



         J. The term "Environmental Reports" shall mean those written reports

with respect to environmental matters affecting the Property furnished to the

Agent prior to the execution of this Agreement.



         FOR VALUE RECEIVED, and to induce Agent and the Lenders to grant the

Loan and extend credit to the Borrower as provided for in the Loan Agreement and

the other Loan Documents, Indemnitors hereby unconditionally agree as follows:



1. Compliance with Environmental Legal Requirements.



                  1.1 Compliance. Until the full satisfaction of the Borrower's

         Obligations, and full satisfaction of the Guaranteed Obligations (as

         defined in the Guaranty executed by the Guarantor), as applicable, the

         Indemnitors hereby guaranty that the Indemnitors shall comply in all

         materials respects with all Environmental Legal Requirements applicable

         to the Property, and that the Indemnitors shall take all remedial

         action necessary to avoid any liability of the Indemnitors or any

         Indemnified Party, or any subsequent owner of the Property, and to

         avoid the imposition of, or to discharge (by payment, bonding, or

         otherwise), any liens on the Property, as a result of any failure to

         comply with Environmental Legal Requirements applicable to the

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