INDEMNITY AGREEMENT

             THIS INDEMNITY AGREEMENT (this "Indemnity") is entered into as of
             the 31st day of May, 2002 by Cedar-RL, LLC ("GP"), to and for the
             benefit of Leo S. Ullman ("Ullman").


                              W I T N E S S E T H:
                              - - - - - - - - - -

         A. Pursuant to the terms of that certain Amended and Restated Limited
Partnership Agreement of API Red Lion Shopping Center Associates (the "Restated
Partnership Agreement"), of even date herewith, GP replaced Silver Circle
Management Corp. as the general partner of API Red Lion Shopping Center
Associates (the "Partnership");

         B. Pursuant to the terms of that certain Guaranty of Non-Recourse
Obligations and that certain Environmental Indemnity Agreement (collectively,
the "Indemnity and Guaranty"), dated as of February 8, 2000, made by Ullman in
favor of Salomon Brothers Realty Corp., its successors and assigns (collectively
"Lender") in connection with the Salomon Brothers Mortgage Loan (as that term is
defined in the Restated Partnership Agreement), Ullman personally guaranteed to
Lender certain obligations of the Partnership under the Salomon Brothers
Mortgage Loan and indemnified Lender against certain claims and liabilities;

         C. Notwithstanding that Ullman shall, from and after the date hereof,
no longer has any partnership interest in the Partnership, Lender has required
that the Indemnity and Guaranty remain in full force and effect, and

         D. Ullman and GP desire that GP indemnify Ullman for any costs and
expenses he incurs in connection with his ongoing obligations under the
Indemnity and Guaranty.

         NOW, THEREFORE, in consideration of the foregoing premises and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, GP agrees as follows:

                  1. GP hereby agrees to defend, indemnify and hold Ullman
harmless from and against any and all costs, liabilities, claims, damages and
expenses, including, without limitation, reasonable attorneys' fees and
disbursements (other than those occurring as a result of the gross negligence or
bad-faith conduct of Ullman), relating to any payment(s) required to be made by
Ullman under the Indemnity and Guaranty with respect to matters occuring or
accruing from and after the date hereof.

                  2. This Indemnity shall (a) inure to the benefit of Ullman and
any of Ullman's successors and/or assigns, (b) be binding upon GP and its
respective successors and assigns, to the extent permitted by law, and (c) be
construed in accordance with the internal laws of the State of New York without
regard to principles of conflicts of laws.

         IN WITNESS WHEREOF, this document is executed as of the date first
above written.

                                         CEDAR-RL, LLC

                                         By: Cedar Income Fund Partnership, L.P.

                                         By: Cedar Income Fund, Ltd.

                                         By: /s/ Brenda J. Walker
                                             -----------------------------------
                                             Name:  Brenda J. Walker
                                             Title: Vice President