ASSIGNMENT AND ASSUMPTION OF LEASES AND

                                SECURITY DEPOSITS



         This Assignment and Assumption Agreement is made this 5th day of March,

2004, between DUBOIS REALTY PARTNERS, L.P., a Pennsylvania limited partnership

having an address at c/o Michael Joseph Development Corporation 2500 Brooktree

Drive, Suite 300, Wexford, PA 15090 ("Assignor") and CEDAR DUBOIS, LLC, a

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

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



                                   BACKGROUND



         Assignor and Assignee entered into a certain Agreement of Purchase and

Sale dated December 24, 2003, (the "Agreement of Sale"), in which Assignor

agreed to sell and Assignee agreed to purchase certain real estate and other

real and personal property more fully described therein, which real estate is

described on Exhibit "A" attached hereto and made a part hereof (the

"Property"). Pursuant to the Agreement of Sale, 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 portions of the Property (the "Leases"), (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 Agreement of

Sale shall have the meanings given such terms in the Agreement of Sale.



         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. Assignor represents and warrants to Assignee that Exhibit B is a true,

complete and correct list of the Leases which affect the Property, including all

amendments, modifications, letter agreements, assignments and guaranties thereof

or relating thereto. Assignor represents and warrants to Assignee that there are

no agreements (written or oral) affecting the Property or any portion thereof in

the nature of leases (including ground leases), concessions, licenses or

occupancy agreements, or any amendments, modifications side letters or

guaranties thereof, other than the Leases listed on Exhibit B, true and complete

copies of which have been delivered to Assignee. Assignor represents and

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