ASSIGNMENT OF PROPERTY MANAGEMENT AGREEMENT
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         This Assignment of Property Management Agreement ("Assignment") made as
of January 1, 1996 by and between SKR MANAGEMENT CORP., a New York corporation
("Assignor") and BRENTWAY MANAGEMENT L.L.C., a New York limited liability
company ("Assignee").

                                   BACKGROUND
                                   ----------

         (a) Assignor has entered into a Property Management Agreement
("Agreement") dated as of January 1, 1995 with API Red Lion Shopping Center
Associates, a New York limited partnership ("Owner") with respect to the land
and improvements owned by Owner, known as the Red Lion Shopping Center,
Roosevelt Boulevard, Philadelphia, Pennsylvania ("Property").

         (b) Pursuant to the Agreement, Owner retained Assignor as its exclusive
agent for the purposes of leasing and managing the Property on behalf of Owner.

         (c) Assignor desires to assign its rights and obligations under the
Agreement to Assignee and Assignee desires to assume such rights and
obligations.

         NOW THEREFORE, in consideration of the agreements and covenants herein
contained, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby,
Assignor and Assignee agree as follows:

         (1) Assignor hereby assigns to Assignee all of its right, title and
interest to the Agreement.

         (2) Assignee hereby assumes all of the duties and obligations under the
Agreement.

         (3) Assignor hereby assigns to Assignee all documents, records, plans,
accounts and any other property maintained by Assignor in connection with the
Property.

         (4) This agreement contains the entire understanding of the parties
with respect to the subject matter contained herein and there are no other
understandings or undertakings related to such matters. This agreement may be
modified only by a written agreement signed by both parties.



         (5) This agreement shall be governed by and construed in accordance
with the laws of the State of New York.


                                 SKR MANAGEMENT CORP.


                                 By: /s/ Leo S. Ullman
                                     -------------------------------
                                     Leo S. Ullman, President


                                 BRENTWAY MANAGEMENT L.L.C.


                                 By: /s/ Brenda J. Walker
                                     -------------------------------
                                     Brenda J. Walker, President

The foregoing Assignment is hereby consented to:

                                 API RED LION SHOPPING CENTER
                                 ASSOCIATES
                                 By: Silver Circle Management Corp.

                                 By: /s/ Leo S. Ullman
                                     -------------------------------
                                     Leo S. Ullman, President