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 HALIFAX

PLAZA ASSOCIATES, L.P., a Delaware limited partnership ("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 Four Million Two

Hundred Sixty Five Thousand Dollars ($4,265,000) (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 Halifax Plaza located at 3761-3777 Peter's

Mountain Road in Halifax Township, Dauphin 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

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



{PAGE}



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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