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



                         FAIRVIEW PLAZA ASSOCIATES, L.P.

                                   (Mortgagor)



                                       to



                      GENERAL ELECTRIC CAPITAL CORPORATION

                                   (Mortgagee)



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                                    OPEN-END

                    MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

                      SECURITY AGREEMENT AND FIXTURE FILING



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                         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}



               OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

                 SECURITY AGREEMENT AND FIXTURE FILING



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

and Fixture Filing (this "Mortgage") is executed as of January ____, 2003, by

FAIRVIEW PLAZA ASSOCIATES, L.P., a Delaware limited partnership, whose

organization number is 3582949 ("Mortgagor"), whose address for notice hereunder

is c/o Cedar Income Fund Partnership, L.P., 44 South Bayles Avenue, Suite 304,

Port Washington, New York 11050, for the benefit of GENERAL ELECTRIC CAPITAL

CORPORATION, a Delaware corporation ("Mortgagee"), 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.



                                   ARTICLE 1

                                   ---------

                                  DEFINITIONS

                                  -----------



     Section 1.1   Definitions. As used herein, the following terms shall have

the following meanings:



          "Indebtedness": The sum of all principal, interest and all other

amounts due under or secured by the Loan Documents.



          "Loan": The Loan made to the Mortgagor by the Mortgagee as evidenced

and secured by the Loan Documents.



          "Loan Documents": The (a) Loan Agreement of even date between

Mortgagor and Mortgagee (the "Loan Agreement"), (b) Promissory Note of even

date, executed by Mortgagor, payable to the order of Mortgagee, in the stated

principal amount of $6,080,000.00, (c) this Mortgage, (d) all other documents

now or hereafter executed by Mortgagor, or any other person or entity, to

evidence, secure or guaranty the payment of all or any portion of the

Indebtedness or the performance of all or any portion of the Obligations or

otherwise executed in connection with the Note or this Mortgage, and (e) all

modifications, restatements, extensions, renewals and replacements of the

foregoing; provided however, in no event shall the term "Loan Documents"

include that certain Hazardous Materials Indemnity Agreement dated the date

hereof in favor of Mortgagee.



          "Mortgaged Property": (a) the real property described in Exhibit A,

together with any greater estate therein as hereafter may be acquired by

Mortgagor (the "Land"), (b) all buildings, structures and other improvements,

now or at any time situated, placed or constructed upon the Land (the

"Improvements"), (c) all materials, supplies, equipment, apparatus and other

items of personal property now owned or hereafter acquired by Mortgagor and now

or hereafter attached to, installed in or used in connection with any of the

Improvements or the Land, and water, gas, electrical, storm and sanitary sewer

facilities and all other utilities whether or not situated in easements (the

"Fixtures"), (d) all right, title and interest of Mortgagor in and to all goods,

accounts, general intangibles, investment property, instruments, letters of



                                                                          Page 2



{PAGE}





credit, letter-of-credit rights, deposit accounts, documents, chattel paper and

all other personal property of any kind or character, including such items of

personal property as presently or hereafter defined in the UCC, now owned or

hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon,

used in connection with, arising from or otherwise related to the Land and

Improvements or which may be used in or relating to the planning, development,

financing or operation of the Mortgaged Property, including, without limitation,

furniture, furnishings, equipment, machinery, money, insurance proceeds,

accounts, contract rights, software, trademarks, goodwill, promissory notes,

electronic and tangible chattel paper, payment intangibles, documents, trade

names, licenses and/or franchise agreements, rights of Mortgagor under leases of

Fixtures or other personal property or equipment, inventory, all refundable,

returnable or reimbursable fees, deposits or other funds or evidences of credit

or indebtedness deposited by or on behalf of Mortgagor with any governmental

authorities, boards, corporations, providers of utility services, public or

private, including specifically, but without limitation, all refundable,

returnable or reimbursable tap fees, utility deposits, commitment fees and

development costs, and commercial tort claims arising from the development,

construction, use, occupancy, operation, maintenance, enjoyment, acquisition or

ownership of the Mortgaged Property (the "Personalty"), (e) all reserves,

escrows or impounds required under the Loan Agreement and all deposit accounts

(including accounts holding security deposits) maintained by Mortgagor with

respect to the Mortgaged Property, (f) all plans, specifications, shop drawings

and other technical descriptions prepared for construction, repair or alteration

of the Improvements, and all amendments and modifications thereof (the "Plans"),

(g) all leases, subleases, licenses, concessions, occupancy agreements, rental

contracts, or other agreements (written or oral) now or hereafter existing

relating to the use or occupancy of all or any part of the Mortgaged 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 Mortgagor 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 (the "Leases") and all of Mortgagor'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, (h) all

of the rents, revenues, issues, income, proceeds, profits, and all other

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

operating from, residing in, selling or otherwise enjoying the Mortgaged

Property whether paid or accruing before or after the filing by or against

Mortgagor of any petition for relief under the Bankruptcy Code (the "Rents"),

(i) all other agreements, such as construction contracts, architects'

agreements, engineers' contracts, utility contracts, maintenance agreements,

franchise agreements, service contracts, permits, licenses, certificates and

entitlements in any way relating to the development, construction, use,

occupancy, operation, maintenance, enjoyment, acquisition or ownership of the

Mortgaged Property (the "Property Agreements"), (j) all rights, privileges,

tenements, hereditaments, rights-of-way, easements, appendages and appurtenances

appertaining to the foregoing, and all right, title and interest, if any, of

Mortgagor in and to any streets, ways, alleys, strips or gores of land adjoining

the Land or any part thereof, (k) all accessions, replacements and substitutions

for any of the foregoing and all proceeds thereof, (l) all insurance policies

(regardless of whether required by Mortgagee), unearned premiums therefor and

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