AGREEMENT OF PURCHASE AND SALE (this "Agreement") dated as of December

24, 2003, by and between TOWNFAIR CENTER ASSOCIATES and TOWNFAIR CENTER

ASSOCIATES, PHASE III, each a Pennsylvania general partnership having an address

at c/o Michael Joseph Development Corporation 2500 Brooktree Drive, Suite 300,

Wexford, PA 15090 (jointly and severally, "Seller") and comprised of P. J. DICK

INCORPORATED ("PJD"), a Pennsylvania corporation, and MICHAEL JOSEPH LIMITED

PARTNERSHIP #2 ("MJLP"), a Pennsylvania limited partnership, each a General

Partner of each Seller (and collectively, the "General Partners"), and CEDAR

SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited partnership, having an

address at 44 South Bayles Avenue, Port Washington, New York 11050 ("Buyer").



                              W I T N E S S E T H:

                              - - - - - - - - - -



         A. Seller owns certain parcels and improvements thereon comprising a

portion of the real property and improvements located along Business Route 422

(Ben Franklin Road), White Township, Pennsylvania, known as Townfair Center

(such parcels 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 Holliday Fenoglio Fowler, L.P., having an

office at 429 Fourth Avenue, Suite 200, Pittsburgh, Pennsylvania 15219-1503.



                  "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,

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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 311(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 officer or partner of Seller's partners.



                  "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.







                                      -2-

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                  "Lender" means Norwest Bank Minnesota, as Trustee for

Nationslink 1998-2, as successor-in-interest to Patrician Financial Limited

Partnership, and its Affiliates, successors and assigns.



                  "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.



                  "Licenses" means licenses, franchises, permits, certificates,

certificates of occupancy, easements, rights and other authorizations issued by

a Governmental Authority or any other Person.



                  "Loan" means that certain loan in the original principal sum

of Ten Million Seven Hundred Thousand 00/100 Dollars ($10,700,000.00), made by

Lender to the Seller, evidenced by the Note and secured by the Mortgage and

other Loan Documents.



                  "Loan Documents" means the Note, the Mortgage and other loan

documents executed by Seller to Lender in connection with the Loan, all of which

are listed on Exhibit B-1 attached hereto and made a part hereof and true and

correct copies of which have been delivered by Seller to Buyer prior to the date

hereof.



                  "Major Tenant" means any Tenant occupying more than 10,000

leasable square feet under any of the Leases.



                  "Mortgage" means that certain Open-ended Mortgage and Security

Agreement dated as of February 13, 1998, made by the Seller to Lender (together

with the Note secured thereby).



                  "Note" means that certain Promissory Note dated as of February

13, 1998, made by the Seller to the Lender, having a face amount of $10,700,000.



                  "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 Townfair Center, located in White Township, Indiana 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 Tenant 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.







                                      -3-

{PAGE}



                  "Service Contracts" means any all service agreements,

maintenance agreements, supply agreements, and any other similar contracts and

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