CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT

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         THIS CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT ("Assignment") is

made as of the 17th day of March, 2004, by Cedar Townfair, LLC, a Delaware

limited liability company, with an address of 44 South Bayles Avenue, Suite 304,

Port Washington, New York 11050 ("Borrower"), Cedar Shopping Centers

Partnership, LP with an address of 44 South Bayles Avenue, Suite 304, Port

Washington, New York 11050 ("Agent") and Wells Fargo Bank N.A. f/k/a Norwest

Bank Minnesota, National Association, as Trustee for the registered holders of

NationsLink Funding Corporation, Commercial Mortgage Pass-Through Certificates,

Series 1998-2 (including its successors, transferees and assigns, "Lender"), c/o

Midland Loan Services, Inc., a Delaware corporation, its Attorney-in-Fact, with

an address of 10851 Mastin, Overland Park, Kansas 66210.



                                    RECITALS:



         A. This Assignment is being executed in connection with Lender's

consent to the assumption by Borrower of a mortgage loan to Townfair Center

Associates, a Pennsylvania general partnership ("Seller") in the original

principal amount of Ten Million Seven Hundred Thousand Dollars ($10,700,000.00)

(the "Loan"). The Loan assumption is incident to Borrower's purchase of the real

property commonly known as Townfair Center (Phase I & II), 475 South Ben

Franklin Road, White Township, Pennsylvania (the "Property").



         B. The Loan is evidenced by a Promissory Note (the "Note") dated as of

February 13, 1998, made by Seller and is secured by, among other things, an

Open-End Mortgage, Assignment of Leases and Rents and Security Agreement (the

"Mortgage"), dated as of February 13, 1998, granting a first lien on the

Property. The Lender's consent to the transfer of the Property to Borrower is

being made pursuant to a Consent and Assumption Agreement with Limited Release

dated of even date herewith (the "Assumption Agreement") (the Note, Mortgage,

Assumption Agreement and other documents executed in connection with the Loan

are collectively referred to herein as the "Loan Documents").



         C. Pursuant to a certain Property Management Agreement, dated on or

about the date hereof, by and between Borrower and Agent, (the "Management

Agreement") (a true and correct copy of which Management Agreement is attached

hereto as Exhibit A), Borrower employed Agent exclusively to rent, lease,

operate and manage the Property.



         D. Lender requires as a condition to giving its consent to the transfer

 of the Property that Borrower assign the Management Agreement as set forth

 below and Borrower and Agent agree to the terms and conditions set forth in

 this Agreement.



         NOW, THEREFORE, in consideration of the above and the mutual promises

contained in this Assignment, the receipt and sufficiency of which are

acknowledged, the parties hereto agree as follows:



         1. Assignment of Management Agreement. As additional collateral

security for the Loan, Borrower hereby conditionally transfers, sets over and

assigns to Lender all of Borrower's right, title and interest in and to the

Management Agreement, said transfer and assignment to automatically become a

present, unconditional assignment, at Lender's option, in the event of a default

by Borrower under the Loan Documents, including but not limited to escrow

agreements, and the failure of Borrower to cure such default within any

applicable grace period.









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         2. Termination. At such time as the Loan is paid in full and the

Mortgage is released of record, this Assignment and all of Lender's right, title

and interest hereunder with respect to the Management Agreement shall terminate.



         3. Borrower's Covenants. Borrower hereby covenants with Lender that

during the term of this Assignment: (a) Borrower shall not transfer the

responsibility for the management of the Property from Agent to any other person

or entity without the prior written consent of Lender, which consent may be

withheld by Lender in Lender's sole discretion; (b) Borrower shall not terminate

or amend any of the terms or provisions of the Management Agreement without the

prior written consent of Lender, which consent may be withheld by Lender in

Lender's sole discretion; and (c) Borrower shall, in the manner provided for in

this Assignment, give notice to Lender of any notice or information that

Borrower receives which indicates that the Agent is terminating the Management

Agreement or that the Agent is otherwise discontinuing its management of the

Property.



         4. Agent's Covenants. Agent warrants and represents to Lender, as of

the date hereof that (a) Agent has agreed to act as manager of the Property

pursuant to the Management Agreement, (b) the entire agreement between Agent and

Borrower for the management of the Property is evidenced by the Management

Agreement, (c) the Management Agreement constitutes the valid and binding

agreement of Agent, enforceable in accordance with its terms, and Agent has full

authority under all state and local laws and regulations, to perform all of its

obligations under the Management Agreement and (d) Borrower is not in default in

the performance of any of its obligations under the Management Agreement and all

payments and fees required to be paid by Borrower to Manager thereunder have

been paid to the date hereof.



         5. Agreement by Borrower and Agent. Borrower and Agent hereby agree

that, if an Event of Default (as defined in the Loan Documents) occurs (beyond

any applicable notice, cure and/or grace period) under any of the Loan Documents

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