ASSIGNMENT OF LEASES AND RENTS

                         ------------------------------



                  THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is

made this __ day of ____________, 2003, to be delivered on _______________,

2003, by NEWPORT PLAZA ASSOCIATES, L.P., a Delaware limited partnership, d/b/a

Newport Plaza Shopping Center ("Assignor"), with an office in care of Cedar Bay

Realty Advisors, Inc., 44 South Bayles Avenue, Suite 304, Port Washington, New

York 11050, and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered

savings bank ("Assignee"), with an office at 2001 Market Street, 6th Floor,

Philadelphia, Pennsylvania 19103-7053.



                                   Background

                                   ----------



                  Assignor and Assignee have entered into a certain Loan

Agreement dated this date (as the same may be amended, modified or supplemented,

from time to time, the "Loan Agreement") pursuant to which Assignee has agreed

to extend a credit facility to Assignor in the principal amount of up to Five

Million Five Hundred Thirty Five Thousand Dollars ($5,535,000) (the "Loan"),

which is evidenced by a certain Promissory Note dated this date (the "Note")

executed by Assignor and made payable to the order of Assignee in the stated

principal amount of the Loan. The Note is secured, inter alia, by an Open-end

Mortgage and Security Agreement dated this date (the "Mortgage") given by

Assignor to Assignee encumbering Assignor's interest in certain land and the

buildings and improvements thereon known as Newport Plaza located at U.S. Route

322 and Route 34 in Howe Township, Perry County, Pennsylvania (such land and

improvements, collectively, the "Project"), all as more particularly described

in Exhibit A attached hereto and made a part hereof.



                  Assignee is willing to make the Loan to Assignor pursuant to

the Loan Agreement on certain conditions. One such condition is that payment

shall be secured by, in addition to the Mortgage and other things, an assignment

of Assignor's interest in the Leases and Rents more particularly described

below.



                  Assignor has agreed to assign to Assignee, on the terms and

subject to the conditions hereinafter set forth, all of Assignor's rights under

all leases in which Assignor is the landlord now or hereafter affecting the

Project or any portion thereof, together with all extensions, renewals and

modifications thereof and subleases thereunder, and together with all guaranties

of any tenant's or subtenant's performance thereunder (any such lease, as so

extended, modified, and renewed and with such subleases and guaranties thereof,

individually, a "Lease," and all such Leases, as so extended, modified and

renewed and with such subleases and guaranties thereof, collectively, the

"Leases"), all credits, cash, deposits (whether for the security or otherwise),

rents, advance rentals, issues, profits, revenues, royalties, accounts, rights,

benefits and income of every nature of and from the Project, including, without

limitation, minimum rents, additional rents, termination payments, forfeited

security deposits, liquidated damages following a default under a Lease by the

tenant thereunder and all proceeds payable under any policy of insurance

covering loss of rents resulting from untenantability due to destruction or

damage to the Project, together with the immediate and continuing right to

collect and receive the same, whether now due or hereafter becoming due, and

together with all rights and claims of any kind that Assignor may have against

any tenant, lessee or licensee under the Leases or against any other occupant of

the Project, any award or other payment which Assignor may hereafter become

entitled to receive with respect to any of the Leases as a result of or pursuant















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to any bankruptcy, insolvency or reorganization or similar proceedings involving

the tenants under such Leases, and any and all payments made by or on behalf of

any tenant of any part of the Project in lieu of rent, and all rents, oil and

gas or other mineral royalties, revenues and bonuses, issues and profits from

the Project, and the building improvements, the fixtures and the equipment

located thereon, including, without limitation, all revenues, receipts, income,

accounts, accounts receivable and other receivables including, without

limitation, revenues receipts, income, receivables and accounts relating to or

arising from rentals, rent equivalent income, income and profits from the

operation of the retail center on the Project, the provision or sale of goods

and services, and any other items of revenue, receipts or other income

(collectively, the "Rents") and all proceeds from the sale or other disposition

of the Leases and the right to receive and apply the Rents to the payment of the

Obligations Secured (as defined in the Mortgage), all on the terms and subject

to the conditions hereinafter set forth.



                  Capitalized terms used in this Assignment without definition

shall have the same meanings ascribed to those terms in the Loan Agreement.



                                   Assignment

                                   ----------



                  NOW THEREFORE, in consideration of the premises and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and in order to secure repayment of the Loan with interest and all

other sums due or to become due under the Loan Documents, Assignor, intending to

be legally bound, hereby agrees as follows:



                  1. Assignment of Leases and Rents.



                     (a) Assignor hereby conveys, transfers, assigns and sets

over unto Assignee all of Assignor's right, title, interest and privilege in, to

and under the Leases and the Rents. This Assignment includes, without

limitation:



                         (i) All Rents (whether denoted as minimum rent,

percentage rent, additional rent or otherwise), income, profits and other sums

due or to become due under the Leases, or any of them;



                         (ii) All security deposits made by any tenant or

subtenant under any Lease (any such tenant or subtenant, together with any other

person or entity succeeding to all or any part of such tenant's or subtenant's

interest under said Lease, whether by assignment, sublease, operation of law or

otherwise, and any guarantor of all or any portion of such tenant's performance

under such Lease, are hereinafter referred to individually as a "Tenant" and

collectively, as the "Tenants"), to the extent they may be lawfully assigned.



                         (iii) Any payments made by any Tenant in lieu of Rent;



                         (iv) Any guaranties of payment or performance of any

Tenant's obligations under any Lease to the extent that they can lawfully be

assigned;



                         (v) All claims, rights, privileges and remedies on the

part of Assignor, whether arising under the Leases or by statute or at law or in

equity or otherwise, arising out of or in connection with any failure by any

Tenant to pay the Rents or to perform any of its other obligations under its

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