ASSIGNMENT AND ASSUMPTION OF LEASES AND

                               SECURITY DEPOSITS



         This Assignment and Assumption Agreement is made as of this _____ day

of March, 2004, between TOWNFAIR CENTER ASSOCIATES, PHASE III, a Pennsylvania

general partnership having an address at c/o Michael Joseph Development

Corporation, 2500 Brooktree Drive, Suite 300, Wexford, PA 15090 ("Assignor"),

comprised of P. J. DICK INCORPORATED, a Pennsylvania corporation, and MICHAEL

JOSEPH LIMITED PARTNERSHIP #2, a Pennsylvania limited partnership, each a

General Partner of Assignor, and CEDAR TOWNFAIR PHASE III, LLC, a Delaware

limited liability company, having an address at 44 South Bayles Avenue, Port

Washington, New York 11050 (the "Assignee").



                                   BACKGROUND



         Assignor and Townfair Center Associates (collectively, "Seller")

 entered into a certain Agreement of Purchase and Sale dated December 24, 2003

 (the "Purchase Agreement") with Cedar Shopping Centers Partnership, L.P.

 ("Cedar LP"), in which Seller agreed to sell and Cedar LP agreed to purchase

 certain real estate and other real and personal property more fully described

 therein. By an Assignment and Assumption Agreement ("Assignment Agreement")

 dated of even date herewith, Cedar LP assigned to Assignee all of its rights,

 title and interest in the Purchase Agreement with respect to the land and

 improvements thereon owned by Assignor, which real estate is described on

 Exhibit A attached hereto and made a part hereof (the "Property").



         Pursuant to the Purchase Agreement and the Assignment Agreement, 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 the Property (the "Leases"), and (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

 Purchase Agreement shall have the meanings given such terms in the Purchase

 Agreement.



         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 B-l, respectively, attached hereto and made a part hereof.

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