AGREEMENT OF PURCHASE AND SALE

Purchase and Sale Agreement

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CEDAR SHOPPING CENTERS IN | DUBOIS REALTY PARTNERS, L.P | CENTERS PARTNERSHIP, L.P.,

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Title: AGREEMENT OF PURCHASE AND SALE
Governing Law: Delaware Date: 3/22/2004
Industry: Real Estate Operations Law Firm: Watkins Dulac & Roe, P.C; Warren S. Sacks, P.C Sector: Services

AGREEMENT OF PURCHASE AND SALE, Parties: cedar shopping centers in , dubois realty partners l.p , centers partnership l.p.

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AGREEMENT OF PURCHASE AND SALE (this "Agreement") dated as of December

24, 2003, by and between DUBOIS REALTY PARTNERS, L.P., a Pennsylvania limited

partnership having an address at c/o Michael Joseph Acquisition Corporation,

2500 Brooktree Rd, Suite 300, Wexford, PA 15090 ("Seller"), and CEDAR SHOPPING

CENTERS PARTNERSHIP, L.P., a Delaware limited partnership having an address at

44 South Bayles Avenue, Port Washington, New York 11050 ("Buyer").

WITNESSETH:

A. Seller owns certain parcels and improvements thereon comprising a

portion of the real property and improvements located at the intersection of

Route 255 and Commons Drive, Sandy Township, Pennsylvania, known as The Commons

Shopping Center (such portions owned by Seller being more precisely described

herein as the "Property").

B. Seller desires to sell to Buyer, and Buyer desires to purchase from

Seller, the Property, upon the terms and conditions and for the purchase price

hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained

herein and for other good and valuable consideration set forth herein, the

parties hereto agree as follows:

SECTION 1. Certain Definitions.

"Actions" mean any claims, actions, suits, proceedings or

investigations, including, without limitation, condemnation and tax certiorari

proceedings, whether at law or in equity or before any court, arbitrator,

arbitration panel or Governmental Authority.

"Affiliate" of a party means any Person which, directly or indirectly,

controls, is controlled by or is under common control with, such party.

"Broker" means Holliday Fenoglio Fowler, L.P., having an office at 429

Fourth Avenue, Suite 200, Pittsburgh, Pennsylvania 15219-1503.

"Court Order" means any judgment, decree, injunction, order, decision,

directive, regulation or ruling of any Governmental Authority that is binding on

any Person or its property under Law.

"Due Diligence Period" means the period commencing on the later to

occur of (a) the date a complete copy of this Agreement executed by Buyer and

Seller with all exhibits attached has been delivered to Buyer or its counsel,

and (b) the date Seller has delivered to Buyer the documents described in

Section 5(a), or written confirmation that Seller does not have such documents

(such date, the "Effective Date") and expiring on the last day of the forty

fifth (45th) calendar day following the Effective Date, provided, however, that

if a Phase I environmental report of the Property obtained by Buyer within the

Due Diligence Period (the "Phase I") indicates that a Phase II is recommended,

and Buyer has initiated a Phase II investigation within the initial Due

Diligence Period, but the results of such investigation have not been received

by Buyer, then the Due Diligence Period shall be extended until five (5) days

after the date Buyer has received the results of such Phase II investigation,

provided that such extension of the Due Diligence Period shall not exceed thirty

(30) days in any event.

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"Escrow Agent" means Lawyers Title Insurance Corporation, or any

substitute escrow agent appointed hereunder

"Governmental Authority" means any agency, instrumentality, department,

commission, court, tribunal or board of any government, whether foreign or

domestic and whether national, federal, state, municipal or local.

"Hazardous Substances" means, without limitation, (i) all substances

which are designated pursuant to Section 31l(b)(2)(A) of the Federal Water

Pollution Control Act ("FWPCA"), 33 U.S.C. ss.1251 et seq.; (ii) any element,

compound, mixture, solution, or substance which is designated pursuant to

Section 102 of the Comprehensive Environmental Response, Compensation and

Liability Act ("CERCLA"), 42 U.S.C. ss.9601 et seq.; (iii) any hazardous waste

having the characteristics which are identified under or listed pursuant to

Section 3001 of the Resource Conservation and Recovery Act ("RCRA"), ss.6901 et

seq.; (iv) any toxic pollutant listed under Section 307(a) of the FWPCA; (v) any

hazardous air pollutant which is listed under Section 112 of the Clean Air Act,

42 U.S.C. ss.7401 et seq.; (vi) any imminently hazardous chemical substance or

mixture with respect to which action has been taken pursuant to Section 7 of the

Toxic Substance Control Act, 15 U.S.C. ss.2601 et seq.; and (vii) petroleum,

petroleum products, petroleum by-products, petroleum decomposition by-products,

and waste oil; (viii) "hazardous materials" within the meaning of the Hazardous

Materials Transportation Act, 49 U.S.C. ss. 1802 et seq.; (ix) any hazardous

substance or material identified or regulated by or under any applicable

provisions of the laws of the Commonwealth, of Pennsylvania; (x) asbestos or any

asbestos containing materials; or (xi) any other hazardous or toxic substance or

pollutant identified in or regulated under any other applicable federal, state

or local Laws.

"Knowledge" means the conscious awareness of factual matters,

reasonably believed to be true, by any of Seller's individual partners or any

officer of a corporate partner.

"Law" or "Laws" mean laws, statutes, rules, regulations, codes, orders,

ordinances, judgments, injunctions, decrees and policies.

"Leases" mean all leases affecting the Property on the date hereof,

which Seller represents and warrants are all listed on Exhibit F attached hereto

and made a part hereof [this exhibit to contain a detailed listing of every

document comprising the leases, including amendments, side letters, guaranties,

etc], together with amendments or modifications made after the date hereof and

which, have been approved by Buyer in writing.

"Liabilities" mean debts, liabilities, obligations, guarantees,

indemnities, duties and responsibilities of any kind and description, whether

absolute or contingent, monetary or non-monetary, direct or indirect, known or

unknown or matured or unmatured, or of any other nature.

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"Licenses" means licenses, franchises, permits, certificates,

certificates of occupancy, easements, rights and other authorizations issued by

a Governmental Authority or any other Person.

"Major Tenant" means any Tenant occupying more than 10,000 leasable

square feet under any of the Leases.

"Person" means any natural person, corporation, business trust, joint

venture, association, company, limited liability entity, firm, partnership, or

other entity or government or Governmental Authority.

"Property" means: (a) those certain tracts or parcels of real property

owned by Seller comprising a unified commercial development project, commonly

known as "The Commons Shopping Center", located in Sandy Township, Clearfield

County, Pennsylvania, more particularly identified and described on Exhibit A

annexed hereto and hereby made a part hereof (the "Land"), (b) the buildings and

other improvements located upon the Land (collectively, the "Improvements"), (c)

all easements, rights of way, privileges, appurtenances, development rights, air

rights, strips, gores and other rights pertaining to the Land and the

Improvements, if any, including, without limitation, development rights, and all

income therefrom, including rights to any Taking awards or proceeds, (d) any

land in the bed of any street, road, avenue, open or proposed, public or

private, in front of or adjoining the Land or any portion thereof, to the center

line thereof, and any award to be made in lieu thereof and in and to any unpaid

award for damage to the Land and the Building by reasons of change of grade of

any street occurring after the date of execution and delivery of this Agreement,

(e) all Leases, (f) all Service Contracts, and (g) any Licenses required or used

in or relating to the ownership, use, maintenance, occupancy or operation of any

part of the Property.

"Service Contracts" means any all service agreements, maintenance

agreements, supply agreements, and any other similar contracts and agreements

affecting Property.

"Taking" means any proceedings or negotiations instituted which do or

may result in a taking by condemnation or eminent domain of the Property or any

portion thereof.

"Tenants" mean the tenants and other parties under the Leases.

SECTION 2. Sale and Purchase of the Property. Based upon and subject to

the terms, agreements, warranties, representations and conditions of this

Agreement, Seller hereby agrees to sell, convey, transfer, assign and deliver to

Buyer on the Closing Date (as hereinafter defined), and Buyer hereby agrees to

buy and accept on the Closing Date, the Property.

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SECTION 3. Purchase Price and Manner of Payment.

(a) The purchase price for the Property is the amount of SEVENTEEN

MILLION FOUR HUNDRED THOUSAND and 00/100 DOLLARS ($17,400,000.00) (the "Purchase

Price"), and shall be payable as follows:

(i) upon the execution of this Agreement, the sum of

$100,000.00 (the "Initial Deposit") shall be paid by Buyer by wire transfer to

Escrow Agent;

(ii) upon the expiration of the Due Diligence Period, the sum

of $100,000.00 (the "Additional Deposit"; the Initial Deposit and the Additional

Deposit, together with interest accruing thereon, shall be referred to herein as

the "Deposit") shall be paid by Buyer by wire transfer to Escrow Agent; and

(iii) upon closing of title, the balance of the Purchase

Price, subject to adjustment in accordance with this Agreement, shall be paid by

wire transfer of immediately available funds to Seller or its designee.

(b) The Deposit shall be held by Escrow Agent in escrow in an interest

bearing account. Any interest accrued on the Deposit shall be paid to whichever

party is entitled to the Deposit in accordance with the provisions of this

Agreement. If the Closing shall occur, interest shall be credited against the

Purchase Price. The Deposit shall be held and disbursed by Escrow Agent in

accordance with the escrow provisions annexed hereto as Exhibit B.

25-1840444. Seller acknowledges and agrees that Seller's tax identification

number shall be used on the account into which the Deposit is placed.

SECTION 4. Title Matters.

(a) Seller shall convey to Buyer at the Closing good, marketable,

insurable fee simple title to the Property, free of all deeds of trust,

mortgages, liens, easements, covenants, restrictions, leases, licenses and other

encumbrances ("Encumbrances"), subject only to the Permitted Encumbrances (as

hereinafter defined), which, title shall be insurable by a reputable title

insurance company, selected by Buyer, licensed in the Commonwealth of

Pennsylvania (the "Title Company"), by issuance of an ALTA owner's title

insurance policy (the "Owner's Policy"), insuring the title of the Property at

its ordinary rates and without special premiums, and in the standard form issued

by the Title Company in the Commonwealth of Pennsylvania, without exception or

reservations of any kind, including, without limitation, the standard

pre-printed exceptions to the title policy, other than the Permitted

Encumbrances (any such other exceptions or reservations, the "Non-Permitted

Encumbrances").

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(b) The term "Permitted Encumbrances" as used in this Agreement shall

mean:

1. any state of facts which a current accurate land title

survey of the Property would show, provided that such facts would not render

title other than good and marketable and would not impair the continued use of

the Property for a shopping center;

2. those matters specifically set forth on Exhibit C annexed

hereto and hereby made a part hereof, subject, however, to the provisions of

subsection (e) of this section;

3. those matters shown on the Title Commitment (referred to in

Section 4(c)) and not listed or referred to in Buyer's Statement (referred to in

Section 4(e)) or, if any such matters are listed or shown on Buyer's Statement,

those which Buyer has subsequently waived under Section 4(e);

4. all Laws, provided such Laws are not violated by the

existing improvements and do not prohibit the use of the Property as a

shopping-center;

5. all presently existing and future liens of real estate

taxes or assessments and water rates, water meter charges, water frontage

charges and sewer taxes, rents and charges, if any, provided that such items are

not yet due and payable and are apportioned as provided in this Agreement; and

6. the Leases.

Commitment") discloses judgments, bankruptcies or other returns against other

Persons having names the same as or similar to that of the Seller, Seller shall,

on the request of Buyer, deliver to Buyer and the Title Company affidavits

showing that such judgments, bankruptcies or other returns are not against the

Seller. Seller shall deliver any customary affidavits required by the Title

Company to eliminate exceptions other than the Permitted Encumbrances appearing

in the Title Commitment.

(d) At the Closing, Seller shall deliver to each of Buyer and the Title

Company an affidavit and/or indemnity with respect to mechanic's liens

certifying that there are no unpaid bills for services rendered, or materials

furnished to the Property.

(e) Buyer shall furnish to Seller or its counsel within thirty (30)

days after the Effective Date, a copy of the Title Commitment, together with a

statement specifying any objections to title, and may furnish Seller with a

current survey of the Premises, together with objection to any conditions

disclosed by such survey ("Buyer's Statement"), provided Buyer shall have no

right to object to any Permitted Exceptions other than the matters set forth on

Exhibit C hereto. Seller or its counsel shall, within ten (10) days of receipt

by Seller's counsel of Buyer's Statement, give notice to Buyer ("Seller's

Notice") as to which, if any, of the defects set forth in Buyer's Statement,

that Seller will not commit to cure at or before the Closing. If Seller does

not, within ten (10) days after receipt of Buyer's Statement, advise Buyer in

writing that it will remove all of the defects listed in Buyer's Statement, then

Buyer's sole right shall be to either (a) waive such defects and close title

without abatement or reduction of the Purchase Price, or (b) terminate this

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Agreement, in either case upon notice to Seller and Escrow Agent given within

five (5) days after the expiration of such ten (10) day period. If Buyer elects

to terminate this Agreement, the Deposit shall be returned to Buyer, and upon

such return, except as expressly provided herein, this Agreement and all rights

and obligations of the respective parties hereunder shall be null and void. If

Buyer does not notify Seller of its election to terminate this Agreement within

such five (5) day period, Buyer shall conclusively be deemed to have waived its

right of termination on account of such defects, provided, however, that

notwithstanding anything to the contrary set forth in this Agreement, Seller

shall be obligated to cure at or before the Closing all any Encumbrance which

can be removed at time of closing by payment of a liquidated amount or by

posting a bond, as well, as any Encumbrance arising after the date of Buyer's

delivery of Buyer's Statement and prior to the Closing Date, except for any of

the foregoing arising from the acts or omissions of Buyer, its agents,

contractors or employees. Seller shall not be obligated to cure non-liquidated

Encumbrances (e.g., easements, covenants and restrictions) of record as of the

date of Buyer's title commitment and which Seller advises Buyer in Seller's

Notice that Seller does not wish to cure.

(f) Seller shall have the right to pay off any monetary Encumbrances

against the Property on the Closing Date out of the cash then payable provided,

in the case of Encumbrances held by institutional lenders, Seller shall deliver

a pay off letter at the closing from the lender holding such encumbrance of

record, and in the case of Encumbrances held by non-institutional lenders,

recordable instruments of release or discharge of such Encumbrances in form and

substance satisfactory to the Title Company are then delivered to Buyer.

SECTION 5. Due Diligence.

(a) Promptly after the full execution of this Agreement, Seller shall

deliver copies of the following documents to Buyer, to the extent in Seller's

possession or control: (i) all Leases currently in effect, (ii) all existing

environmental reports for the Property, (iii) the latest, full size survey of

the Property, (iv) construction drawings for the Property, if any, (v) title

reports, together with copies of all title exception documents, (vi) metes and

bounds description of the Land, (vii) annual operating expense reports and tax

bills for the past three years, (viii) utility bills for the past twelve (12)

months, (ix) information, on a tenant by tenant basis, setting forth the

reimbursements paid by each tenant for common area maintenance charges, taxes

and insurance, together with a supporting schedule of expenses for the Property,

(x) a list and description of all rent delinquencies as of the date hereof, (xi)

all existing service contracts currently affecting the Property and (xii) any

plans or proposals submitted or reviewed by the local authorities regarding

potential expansion or development of the Property.

(b) Buyer shall have the right, at any time after the Effective Date,

to inspect the Property, and to investigate existing zoning, the physical,

structural and environmental condition of the Property, the compliance of the

Property with Laws, the rental income and recoveries listed in the rent roll,

the operating expenses, taxes and other costs of operating the Property, and any

other factors Buyer deems relevant in determining whether to purchase the

Property. For purposes of conducting such inspections and studies, Buyer shall

have access to the Property at all reasonable times, subject to Section 5(d)

below.

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reason at all, in Buyer's sole discretion, on notice to Seller and Escrow Agent

given at any time during the Due Diligence Period, which notice may be given by

email to dvith@midc.com and to dondulac@watkinsdulac.com, with a copy

concurrently sent by facsimile to Mssrs. Vith and Dulac at their facsimile

numbers set forth herein. In the event of such termination, Escrow Agent shall

return the Deposit to Buyer, whereupon, except as expressly provided herein,

this Agreement and all rights and obligations of the respective parties

hereunder shall be null and void. If Buyer does not elect to terminate this

Agreement pursuant to this Section 5(c) within the Due Diligence Period, Buyer

shall conclusively be deemed to have waived its right of termination under this

Section 5(c), the Deposit shall be non-refundable, except as otherwise expressly

provided hereunder, and Buyer shall post the Additional Deposit with Escrow

Agent no later than two (2) business days after the expiration of the Due

Diligence Period. When wired to and deposited with the Escrow Agent, the

Additional Deposit will be non-refundable, except as otherwise expressly

provided hereunder.

(d) Upon not less than two business days prior written notice to

Seller, Seller shall permit Buyer and its agents and consultants access to the

Property from time to time for the purpose of undertaking surveys and

engineering, environmental, soils, wetlands and other similar tests, borings,

drillings and studies, provided Buyer promptly repairs any damage to the

Property caused by such entry and restores the Lands to the condition that

existed prior to such entry. Seller shall cooperate with Buyer and enforce

provisions of Leases if necessary in order to facilitate entry by Buyer into

tenant spaces as reasonably required by Buyer. Buyer shall hold and save Seller

harmless from and against any and all loss, cost, damage, injury or expense

arising out of or in any way related to the acts or omissions of Buyer, its

agents, employees and consultants, relating to any such entry, and such

obligation shall survive the termination of this Agreement, except that Buyer

shall not be liable for costs or damages resulting from Buyer's discovery or

exacerbation of pre-existing conditions, absent Buyer's negligence. Prior to any

such entry, Buyer shall furnish to Seller evidence that Buyer (or its respective

contractors entering onto the Property to perform borings, drillings or other

intrusive testings) has procured comprehensive liability insurance from an

insurer authorized to do business in the Commonwealth of Pennsylvania which is

reasonably acceptable to Seller protecting Seller from claims for bodily injury

or death in single limit amount of not less than $1,000,000, naming Seller as an

additional insured. Such insurance shall provide that at least thirty (30) days'

notice of termination, cancellation, modification or lapse of coverage shall be

given to Seller. The indemnification provision contained in this Section 5(d)

shall survive the termination of this Agreement and/or the closing of title.

(e) Buyer will provide Seller with copies of any environmental reports

of the Property prepared for Buyer. Buyer will keep confidential and not

disclose to third parties all environmental reports of the Property prepared for

or delivered to Buyer, except for disclosures (i) to Buyer's consultants,

agents, representatives, employees and third parties needing to know such

information, provided all such parties agree to maintain the confidentiality of

such reports, and (ii) required by law.

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SECTION 6. Closing Date. The closing of this transaction (the

"Closing") shall be conducted on the later of (i) the date occurring ten (10)

days after the expiration of the Due Diligence Period or (ii) January 31, 2004

(the "Closing Date"). The Closing shall be conducted by mail in escrow with the

Title Company pursuant to an escrow procedure reasonably acceptable to Seller

and Buyer, or at such place as the parties may otherwise agree. Upon the

Closing, exclusive possession of the Property, subject to the rights of tenants

under the Leases as tenants only, shall be delivered to Buyer, and Buyer shall

thence have the right to enjoy the rents, issues and profits therefrom.

SECTION 7. Closing Deliveries and Closing Costs.

7.1 Seller Deliveries. At the Closing, Seller shall deliver or cause to

be delivered to Buyer the following items executed and acknowledged by Seller,

as appropriate:

(a) A special or limited warranty deed conveying fee simple title to

the Property to Buyer in accordance with this Agreement.

(b) A general instrument of transfer, conveying, transferring and

selling to Buyer, all right title and interest of Seller in and to all of the

personal property, if any, owned by Seller, all rights of Seller in any in and

to any Service Contract which Buyer has advised Seller it wishes to assume, to

the extent the same are assignable, and any intangible property forming part of

the Property.

right, title and interest in and to the Leases, including security deposits, in

the form attached hereto as Exhibit D.

(d) A non-foreign affidavit for Seller complying with the requirements

of Internal revenue Code Section 1445 (f) (3) and regulations promulgated

thereunder.

(e) Form 1099.

(f) A certificate stating that all representations and warranties of

Seller set forth in Section 10 hereof remain true and correct as of the Closing

Date (or certifying as to any changes thereto, subject, however, to the

provisions of Section 10.4 herein).

(g) An updated rent roll for the Property (including a schedule of any

then-existing delinquencies), certified by Seller to be true and correct

(Seller shall deliver this updated rent roll to Buyer at least two (2) business

days prior to the closing).

(h) Any document required by law to be executed by Seller in order to

allow Buyer to record any transfer document, including any transfer or

documentary stamp return.

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(i) Original estoppels certificate from the following tenants: Shop

n'Save, Elder Beerman (Bon Ton), and Pier 1 Imports, and tenants occupying 80%,

by rentable square footage, of the remaining retail space at the Property, all

in a form substantially similar to the form attached hereto as Exhibit E (or in

such other form as may be prescribed under the respective lease with such

tenant), dated no earlier than thirty (30) days prior to the closing, and

confirming, in the case of tenants, (a) the factual matters with respect to such

tenants as set forth in the Rent Roll (as hereinafter defined) and in Sections

10.1 (g), (h) and (i) hereof and (b) that Seller as landlord is not in default

under such tenant's lease, nor are there any work allowances, concessions or

improvements to be performed or provided by Seller as landlord that have not

been performed or provided by Seller in full. Seller shall promptly request such

estoppel certificate from all tenants of the Property and pursue same in good

faith. If Seller is unable to obtain the estoppel certificates required under

this subsection by the Closing Date, then the Closing Date shall be adjourned

for a period not to exceed fifteen (15) days, to enable Seller to continue to

pursue same. If such estoppel certificates have not been obtained, after the

expiration of such adjournment of the Closing Date, then Buyer shall have the

right to terminate this Agreement, by delivering written notice of termination

to Seller, in which event the Deposit, and all interest accrued thereon, shall

be returned to Buyer and except as expressly provided herein, this Agreement and

all rights and obligations of the respective parties hereunder shall be null and

void.

(j) The original fully executed Leases, or, if not available, a copy of

each missing Lease certified by Seller as being a true and completed photocopy.

(k) Copies of all Lease files in Seller's possession or control.

(l) Notices to each tenant under the Leases advising that Seller's

interest in the Property has been conveyed to Buyer and instructing that all

rent and additional rent payable under the Leases is to be remitted to Buyer,

that any security deposit is thereafter being held by Buyer, and that all

insurance required to be maintained by such tenant is to be amended to name

Buyer as a named insured to the extent such tenant is required to so name the

landlord under its Lease, such notices to be in form as reasonably required by

Buyer.

(m) A statement showing all closing prorations.

(n) All keys to the Property in the possession of Seller.

(o) Evidence reasonably satisfactory to Buyer and the Title Company

respecting the due organization of Seller and the due authorization and

execution by Seller of this Agreement and the documents required to be delivered

hereunder.

(p) Such other documents and instruments as may be reasonably required

by this Agreement or by the Title Company in order to consummate the transaction

contemplated by this Agreement and to issue the Owner's Policy to Buyer,

including, without limitation, any affidavits or indemnities reasonably required

in order to enable the Title Company to insure title in Buyer free of any

mechanic's liens.

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7.2 Buyer Deliveries. At the Closing, Buyer shall deliver or cause to

be delivered to Seller the following items executed and acknowledged by Buyer,

as appropriate:

(a) Payment of the balance of Purchase Price, as adjusted, to be made

in accordance with Section 3 above.

(b) A counterpart of the document referred to in Section 7.l(c) above.

Agreement or as may otherwise be reasonably necessary to consummate the

transactions contemplated under this Agreement, taking into account the terms

and conditions of this Agreement.

7.3 Closing Costs. At the Closing, Seller and Buyer shall each pay

one-half of the transfer taxes, including transfer taxes of the Commonwealth of

Pennsylvania and of the county and local municipality in which the Property is

located, payable in connection with the transaction contemplated hereby. Buyer

shall pay (a) the title insurance premium for the Owner's Policy, if any, (b)

the costs of any survey (or an update thereto), and (c) all fees, costs or

expenses in connection with Buyer's due diligence reviews hereunder. Seller

shall pay the costs of recording discharges of Encumbrances required to be

removed by Seller under this Agreement. Except as expressly provided in the

indemnities set forth in this Agreement, Seller and Buyer shall pay their

respective legal, consulting, and other professional fees and expenses incurred

in connection with this Agreement and the transaction contemplated hereby and

their respective shares of prorations as hereinafter provided.

SECTION 8. Closing Adjustments. (a) The following shall be prorated,

between Seller and Buyer as of 12:00 AM EST on the Closing Date (so that Buyer

will be debited all taxes and other expenses, and be credited with all rents,

accruing as of the Closing Date) on the basis of the actual number of days

elapsed over the applicable period) and shall take into account the percentage

of such revenues or expenses attributable to the Property:

(i) All real estate taxes, water charges, sewer rents, vault

charges and assessments on the Property on the basis of the fiscal year for

which assessed. If any assessments on the Property are payable in installments,

then the installment for the current period shall be prorated, with Seller

paying its share of any installments due before the Closing Date and Buyer

assuming the obligation to pay its share of any installments due after the

Closing Date.

(ii) Subject to Section 8(b) of this Agreement, all fixed and

base and minimum rent and regularly scheduled items of additional rent under the

Leases (including any reimbursements for taxes and common areas operating

costs), and other tenant charges if, as and when received. The parties

acknowledge that certain Tenants may not pay all items of additional rent,

including without limitation common area maintenance ("CAM") charges, insurance

premiums and real estate taxes, applicable to periods prior to the Closing Date

until after the Closing Date and that Seller may not have completed an

accounting of such additional rent charges until after the Closing Date.

Further, the parties acknowledge that the Property is subject to a LERTA Program

tax abatement and that for the duration of the LERTA Program a certain portion

of real estate taxes paid by Tenants is payable to Seller. The parties agree

that all such, items of additional rent will be adjusted between the parties

under Section 8(f) and Seller's share (i.e., amounts reasonably apportionable to

periods prior to the Closing Date) shall be paid to Seller without regard to

Section 8(b).

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(iii) Expenses and payments under Service Contracts which

Buyer shall elect to assume.

(iv) Fuel, if any, at Seller's cost therefor.

(v) Utilities not payable directly by tenants, including,

without limitation, telephone, steam, electricity and gas, on the basis of the

most recently issued bills therefor, subject to adjustment after the Closing

when the next bills are available, or if current meter readings are available,

on the basis of such readings.

(b) Rents under the Leases which are delinquent as of the Closing Date

shall not be prorated on the Closing Date. Buyer shall include such

delinquencies in its normal billing and shall diligently pursue the collection

thereof in good faith after the Closing Date (but Buyer shall not be required to

litigate or declare a default in any Lease). Subject to the terms of the

immediately succeeding sentence, to the extent rents are collected by or on

behalf of Buyer on or after the Closing Date, such payments shall be applied

first toward to the rents that shall then be due and payable with respect to

rents for months after the Closing, second to the rents for the month in which

the Closing occurs, and third to any delinquent rents owed with respect to

months prior to the Closing, with Seller's share thereof being promptly

delivered to Seller by Buyer. If percentage rents are collected by or on behalf

of Buyer on or after the Closing Date, such percentage rents shall be allocated

to the period to which they relate irrespective of the provisions of the

immediately preceding sentence and appropriate portions thereof shall be applied

to Buyer and Seller in proportion to the duration of such party's ownership of

the Property during such period, with Seller's share thereof being promptly

delivered to Seller by Buyer. Without Seller's prior written consent, Buyer may

not waive any of Seller's claims against any tenant for such tenant's breach of

its monetary obligations to Seller under any Lease. Seller hereby reserves the

right to pursue any remedy against any tenant owing delinquent rents for periods

not exceeding two months prior to the Closing Date and not any other amounts to

Seller (except as provided in Section 8(a)(ii) above), which right shall include

the right to continue or commence legal actions or proceedings against any

tenant; provided, however, that Seller will not institute any action seeking

eviction or ejectment of any tenant and prior to commencing any legal actions or

proceedings for collection of rents against any tenant while such tenant remains

a tenant at the Property, Seller will give notice ("Seller's Suit Notice") to

Buyer of Seller's intent to commence a legal action or proceeding against such

tenant. Not later than five business days after its receipt of Seller's Suit

Notice, Buyer may direct Seller not to institute a legal action or proceeding

against such tenant provided Buyer concurrently pays to Seller the amount of the

delinquent rents for periods not exceeding two months prior to the Closing Date

or other amounts owed to Seller by such tenant. Upon payment by Buyer to Seller

of such delinquent rents or other amount owed to Seller, Buyer will be

subrogated to Seller's rights against such tenant for such rents and other

amounts paid by Buyer. Buyer shall reasonably cooperate with Seller in any

collection efforts hereunder (but shall not be required to litigate or declare a

default under any Lease). With respect to delinquent rents and any other amounts

or other rights of any kind respecting tenants who are no longer tenants of the

Property at any time following the Closing Date, Seller shall retain all rights

relating to its share thereof.

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shall be credited to Buyer, and thereafter, Buyer shall be responsible for same.

(d) If any of the items described in this Section 8 hereof cannot be

apportioned at the Closing because of the unavailability of information as to

the amounts which are to be apportioned or otherwise, or are incorrectly

apportioned at Closing or subsequent thereto, such items shall be apportioned or

reapportioned, as the case may be, as soon as practicable after the Closing Date

or the date such error is discovered, as applicable.

(e) If the Closing shall occur before a real estate or personal

property tax rate or assessment is fixed for the tax year in which the Closing

occurs, the apportionment of taxes at the Closing shall be upon the basis of the

tax rate or assessment for the preceding fiscal year applied to the latest

assessed valuation. Promptly after the new tax rate or assessment is fixed, the

apportionment of taxes or assessments shall be recomputed and any discrepancy

resulting from such recomputation and any errors or omissions in computing

apportionments at Closing shall be promptly corrected and the proper party

reimbursed. The foregoing adjustment will not apply to any interim assessment

relating to the completion of new construction and the issuance of an original

occupancy permit for improvements.

(f) If after the Closing, the parties discover any errors in

adjustments and apportionments, same shall be corrected as soon after their

discovery as possible. The provisions of this Article 8 shall survive the

closing, provided that no adjustments shall be made later than one (1) year

after the Closing Date unless prior to such date the party seeking the

adjustment shall have delivered a written notice to the other specifying the

nature and basis for such claim.

SECTION 9. Defaults. (a) In the event the Buyer fails or refuses to

consummate the purchase of the Premises in accordance with the provisions of

this Agreement for any reason constituting a default on the part of Buyer, then

Escrow Agent shall pay to Seller the Deposit then paid and Seller shall retain

the Deposit then paid as full liquidated damages in full and complete

satisfaction of all claims against the Buyer and without recourse to any other

remedies, legal or equitable. The parties have agreed that actual damages in

such event are impossible to determine, and therefore have agreed upon the

foregoing liquidated damages, after negotiation, as the parties' best estimate

of actual damages which would be incurred in such circumstances.

(b) If the conditions set forth in Section 12.1 have not been satisfied

as of the Closing Date, then Buyer may elect to (i) accept title to the Premises

subject to the defaulted obligation of Seller (and in the case of a liquidated

Encumbrance, use the Purchase Price to eliminate such title defect), or (ii)

seek specific performance of this Agreement (and receive reimbursement from

Seller for reasonable attorneys' fees and costs, if Buyer is the prevailing

party in such action) or (iii) terminate this Agreement and elect to receive the

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return of the Deposit and any interest earned thereon, and in the event such

Seller's default is a Willful Default (as hereinafter defined), be compensated

by Seller for all actual damages sustained by Buyer as a result of Seller's

breach of this Agreement, including, without limitation, reasonable attorneys'

fees and disbursements. The term "Willful Default" as used in this Agreement

shall mean (a) Seller's willful refusal to convey title to the Property at the

Closing, (b) Seller's refusal to cause any Encumbrance to be released (or

insured over) but only if and to the extent that Seller is obligated to do so

under this Agreement, (c) Seller voluntarily taking any action which has the

effect of frustrating the intention of the parties under this Agreement (e.g.

entering into a new lease without Buyer's consent); or (d) an intentional

material breach of a representation or warranty of Seller under this Agreement.

SECTION 10. Representations, Warranties and Covenants.

10.1. Representations, Warranties and Covenants of Seller. Seller

hereby represents and warrants to Buyer that, as of the date hereof:

(a) The Seller is a limited partnership, duly organized,

validly existing and subsisting under the laws of the Commonwealth of

Pennsylvania. The Seller has all requisite power and authority to own, lease,

and operate its assets and property and to conduct its business as now being

conducted.

(b) Except for (i) Permitted Encumbrances, (ii) mortgages that

will be satisfied and released at or prior to Closing and (iii) the purchase

options in favor of any tenant or an affiliate of any tenant listed on Exhibit C

attached hereto (which Seller represents do not apply in the case of the

contemplated sale of the entire Property to Buyer), (A) Seller has not sold,

conveyed, transferred, given, pledged, mortgaged or otherwise disposed of,

encumbered or granted in any manner all or any portion of the Property; (B)

except for the purchase options referred to in clause (iii) above, there are no

outstanding, options, rights, agreements, or other commitments to which Seller

is a party relating to or providing for the sale, conveyance, transfer, gift,

pledge, mortgage or other disposition, encumbrance or granting of, or permitting

any Person to acquire all or any portion of the Property; and (C) Seller owns

the Property free and clear of any liens and has the absolute right, power and

capacity to sell, assign, convey, transfer and deliver the Property as

contemplated by this Agreement.

constitutes the legal, valid and binding obligation of Seller, enforceable

against Seller in accordance with its terms, except as enforceability may be

limited by applicable law affecting creditors' rights generally and principles

of equity, whether considered in a proceeding at law or in equity. No consent,

approval, authorization or order of, or declaration, filing or registration

with, any Governmental Authority or Person is required in connection with the

execution and delivery of this Agreement and the consummation of the

transactions contemplated hereby.

(d) Seller is not a "foreign, person" under the Foreign

Investment in Real Property Tax Act of 1980 ("FIRPTA") and upon consummation of

the transaction contemplated hereby, Buyer will not be required to withhold from

the Purchase Price any withholding tax.

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(e) There are no pending or, to Seller's knowledge, threatened

Actions affecting the Property or any part thereof; nor are there any special

assessments levied or payable in connection with the Property.

(f) To Seller's knowledge, the Land and Improvements are free

of any liens and encumbrances other than the Permitted Encumbrances and

mortgages that will be satisfied and released at or prior to Closing.

(g) All of the Leases to which either the Seller is a party

(by assignment or otherwise) or is bound in existence on the date hereof have

been delivered or made available to Buyer. The copies of the Leases that have

been delivered or made available by Seller to Buyer are true, correct and

complete. Exhibit F annexed hereto and hereby made a part hereof sets forth a

complete list of all Leases (including, without limitation, all leases,

amendments, modifications and "side letters") to which either the Seller is a

party or is bound, and is true, complete and correct in all material respects.

All Leases are in full force and effect. To Seller's knowledge, all Tenants

listed on Exhibit F are in possession of their respective premises and generally

open for business, and there are no other parties in possession of the Property,

except as otherwise noted on Exhibit F. Except as set forth on Exhibit F to

Seller's knowledge, neither Seller as landlord nor any tenant under any of the

Leases is in default under any of the Leases and Seller has not received from

any Tenant any written notice claiming any default by the landlord under its

Lease which default remains uncured. No tenant under any of the Leases has filed

or has had filed against it a bankruptcy or insolvency proceeding. Seller has

not received written notice of any defense to, offsets, claims or disputes

against rental payable or obligations under any Lease (including, without

limitation, any objection to billings of common area maintenance expenses or

taxes). To Seller's knowledge, no guarantor of any Lease has been released or

discharged, voluntarily (involuntarily, or by operation of law) from any

obligation related to such Lease except in accordance with the terms of such

Lease.

(h) Annexed hereto as Exhibit G is a rent roll and security

deposit schedule (the "Rent Roll") for all Leases in effect as of the date

hereof, which is true and correct in all respects and which shows for each

rentable space in the Property the tenant name, space number, monthly base or

minimum rental, and common area maintenance expense and real estate tax

reimbursement amounts, security deposit held, and the expiration date of each

Lease. There are no tenant security deposits to be held by the Landlord under

the Leases except as listed in the Rent Roll. At the Closing, Seller shall

deliver to Buyer an updated Rent Roll. If any changes shall occur in such Rent

Roll Certificate, Buyer shall have the rights relating thereto as set forth in

Section 10.4 hereof.

(i) Except as set forth on Exhibit H annexed hereto and made a

part hereof, all alterations and improvements required to be performed by the

landlord under any of the Leases have been completed, all construction and other

allowances and monetary concessions required to be paid by the landlord under

the Leases have been paid, and no tenant under any of the Leases is entitled to

any free rent or rent concession period. Except as set forth on Exhibit H, all

such alterations and improvements shall be completed and all such allowances and

monetary concessions shall be paid in full by Landlord on or before the Closing

Date. If any allowances or monetary concessions are shown on Exhibit H as not

having been fully paid or credited by Seller as of the Closing Date, Buyer will

deduct and retain from the Purchase Price otherwise paid to Seller at the

Closing the outstanding amount of such allowances and monetary concessions. All

brokerage fees and commissions payable or which will be payable in the future

with respect to the Leases have been paid in full.

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(j) All of the Service Contracts to which Seller is a party

(by assignment or otherwise) or is bound, are in existence on the date hereof

and have been delivered or made available to Buyer. The copies of the Service

Contracts that have been delivered or made available by the Seller to Buyer are

true, correct and complete, Exhibit I

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