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                         FAIRVIEW PLAZA ASSOCIATES, L.P.



                                   (Borrower)



                                       to



                      GENERAL ELECTRIC CAPITAL CORPORATION



                                    (Lender)



            _________________________________________________________





                         ASSIGNMENT OF LEASES AND RENTS



            _________________________________________________________



                          Dated as of January ___, 2003



                 Property Location: New Cumberland, Pennsylvania



               DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO:



                             Andrews & Kurth L.L.P.

                          1717 Main Street, Suite 3700

                               Dallas, Texas 75201

                      Attention: Charles T. Marshall, Esq.







================================================================================



{PAGE}

                         ASSIGNMENT OF LEASES AND RENTS





         This Assignment of Leases and Rents (this "Agreement") is executed as

of January _____, 2003 by FAIRVIEW PLAZA ASSOCIATES, L.P., a Delaware limited

partnership, whose address for notice is c/o Cedar Income Fund Properties, L.P.,

44 South Bayles Avenue, Suite 304, Port Washington, New York 11050, Attention:

Brenda J. Walker ("Borrower"), to GENERAL ELECTRIC CAPITAL CORPORATION, a

Delaware corporation, whose address for notice is c/o GEMSA Loan Services, L.P.,

1500 City West Blvd., Suite 200, Houston, Texas 77042-2300, Attention: Portfolio

Manager/Access Program ("Lender").





                                   AGREEMENT:



         For valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, Borrower and Lender agree as follows:



         1. Absolute Assignment. Borrower unconditionally and absolutely assigns

to Lender all of Borrower's right, title and interest in and to: (a) all leases,

subleases, occupancy agreements, licenses, concessions, rental contracts and

other agreements (written or oral) now or hereafter existing relating to the use

or occupancy of the project located on the real property described in Exhibit A

hereto (the "Property"), together with all guarantees, letters of credit and

other credit support, modifications, extensions and renewals thereof (whether

before or after the filing by or against Borrower of any petition of relief

under 11 U.S.C. ss. 101 et seq., as same may be amended from time to time [the

"Bankruptcy Code"]), and all related security and other deposits (collectively,

the "Leases"); (b)all rents, revenues, issues, profits, income and proceeds due

or to become due from tenants of the Property, including rentals and all other

payments of any kind under the Leases for using, leasing, licensing, possessing,

operating from, rendering in, selling or otherwise enjoying the Property

(collectively, the "Rents"); (c)all of Borrower's claims and rights (the

"Bankruptcy Claims") to the payment of damages arising from any rejection by a

lessee of any Lease under the Bankruptcy Code; and (d) any and all other rights

of Borrower in and to the items set forth in subsections (a) through (c) above,

and all amendments, modifications, replacements, renewals, proceeds and

substitutions thereof. This Agreement is an absolute assignment to Lender and

not an assignment as security for the performance of the obligations under the

Loan Documents (defined below), or any other indebtedness.



         2. Rights of Lender. Subject to the provisions of Section 6 below,

Lender shall have the right, power and authority to: (a) notify any person that

the Leases have been assigned to Lender and that all Rents are to be paid

directly to Lender, whether or not Lender has commenced or completed foreclosure

or taken possession of the Property; (b) settle, compromise, release, extend the

time of payment of, and make allowances, adjustments and discounts of any Rents

or other obligations under the Leases; (c) enforce payment of Rents and other

rights under the Leases, prosecute any action or proceeding, and defend against

any claim with respect to Rents and Leases; (d) enter upon, take possession of



                                                                          Page 2





{PAGE}





and operate the Property; (e) lease all or any part of the Property; and/or (f)

perform any and all obligations of Borrower under the Leases and exercise any

and all rights of Borrower therein contained to the full extent of Borrower's

rights and obligations thereunder, with or without the bringing of any action or

the appointment of a receiver. At Lender's request, Borrower shall deliver a

copy of this Agreement to each tenant under a Lease and to each manager and

managing agent or operator of the Property. Borrower irrevocably directs any

tenant, manager, managing agent, or operator of the Property, without any

requirement for notice to or consent by Borrower, to comply with all demands of

Lender under this Agreement and to turn over to Lender on demand all Rents which

it receives.



         3. No Obligation or Liability. Notwithstanding Lender's rights

hereunder, Lender shall not be obligated to perform, and Lender does not

undertake to perform, any obligation, duty or liability with respect to the

Leases, Rents or Property on account of this Agreement. Lender shall have no

responsibility on account of this Agreement for the control, care, maintenance

or repair of the Property, for any waste committed on the Property, for any

dangerous or defective condition of the Property, or for any negligence in the

management, upkeep, repair or control of the Property. Lender shall not be

liable for any loss sustained by Borrower resulting from Lender's failure to let

the Property after an Event of Default (as defined in the Loan Agreement) or

from any other act or omission of Lender in managing the Property after an Event

of Default. Nothing herein contained shall be construed as constituting Lender a

"mortgagee in possession" in the absence of the taking of actual possession of

the Property by Lender. In the exercise of the powers herein granted Lender, no

liability shall be asserted or enforced against Lender, all such liability being

expressly waived and released by Borrower.



         4. Right to Apply Rents. Lender shall have the right, but not the

obligation, to use and apply any Rents received hereunder in such order and such

manner as Lender may determine for:



             (a) Enforcement or Defense. The payment of costs and expenses of

enforcing or defending the terms of this Agreement or the rights of Lender

hereunder, and collecting any Rents;



             (b) Loan Payments. Interest, principal or other amounts payable

pursuant to (i) the Loan Agreement of even date between Lender and Borrower (the

"Loan Agreement"); (ii) the Promissory Note of even date herewith in the stated

principal amount of $6,080,000.00, executed by Borrower, bearing interest and

being payable to the order of Lender (the "Note"); (iii) the Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Filing, of even

date, executed by Borrower for the benefit of Lender and relating to the

Property (the "Mortgage"); and all other documents and instruments evidencing,

governing and securing the loan evidenced by the Note (the "Loan") and (iv) any

and all modifications, amendments or extensions thereof or replacements or

substitutions therefor (the Loan Agreement, the Note, the Mortgage, such other

documents and instruments, and such modifications, amendments, extensions,

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