ASSIGNMENT AND ASSUMPTION AGREEMENT

         In consideration of the sum of One Dollar ($1.00) and other good and
 valuable consideration, the sufficiency and receipt of which is hereby
 acknowledged, Cedar Shopping Centers Partnership, L.P., a Delaware limited
 partnership ("Assignor") hereby assigns to Cedar Townfair Phase III, LLC, a
 Delaware limited liability company (together with its successors and assigns,
 "Assignee"), without recourse, all of its right, title and interest in and to
 that certain Agreement of Purchaser and Sale dated as of December 24, 2003 (the
 "Agreement") by and between Assignor (as purchaser), and Townfair Center
 Associates and Townfair Center Associates, Phase III (collectively, as seller),
 as such Agreement relates to the land with the improvements thereon owned by
 Townfair Center Associates, Phase III (and not Townfair Center Associates) and
 described on Exhibit A attached hereto and made a part hereof (the "Property").

         Assignee hereby assumes and agrees to perform all of the terms,
 covenants and conditions on the part of Assignor (if any) to be performed under
 the Agreement as relate to the Property, from and after the date hereof.

         This Assignment and Assumption Agreement shall bind and inure to the
 benefit of the parties hereto and their respective successors and assigns.

        IN WITNESS WHEREOF, the parties have executed this agreement as of March
_____, 2004.

                                    ASSIGNOR:

                                    Cedar Shopping Centers Partnership, L.P.

                                    By:  Cedar Shopping Centers, Inc.
                                         its general partner

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



                                    ASSIGNEE:

                                    Cedar Townfair Phase III, LLC

                                    By: Cedar Shopping Centers Partnership, L.P.
                                        its sole member

                                    By: Cedar Shopping Centers, Inc.
                                        its general partner

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





                                    Exhibit A

          All that certain lot or parcel of land situate in White Township,
 Indiana County, Pennsylvania identified as Lot 4B-1 shown on Townfair Plan No.
 4 recorded in Record Book Volume 1326, page 189, bounded and described as
 follows:

         Thence from the original point of beginning S 05(degree) 40' 30" W a
distance of 573.37 feet to a point; thence by the line dividing Lot 4B in
Townfair Plan No; 4 and lands now or formerly of A. Blaine Fairman S 87(degree)
24' 30" W a distance of 199.04 feet to a point; thence by a line dividing Lot
4B-1 and Lot 4D-1 in said Townfair Plan No. 4 the following seven (7) courses
and distances:

         N 04(degree)26' 47" W a distance of 197.99 feet;
         S 85(degree)33' 13" W a distance of 51.07 feet;
         N 04(degree)26' 47" W a distance of 116.00 feet;
         S 85(degree)33' 13" W a distance of 140.00 feet;
         N 04(degree)26' 47" W a distance of 32.00 feet;
         S 85(degree)33' 13" W a distance of 156.58 feet;
         N 32(degree)20' 22" W a distance of 52.18 feet on the line dividing Lot
         4A and Lot 4B in said Townfair Plan No. 2.

         Thence on the line dividing Lot 4A and Lot 4B in said Townfair Plan No.
 2 the following seven (7) courses and distances:

         N 60(degree) 18' 41" E a distance of 12.70 feet;
         N 36(degree) 47' 14" E a distance of 41.79 feet;
         N 53(degree) 22' 57" E a distance of 103.15 feet;
         N 60(degree) 48' 33" E a distance of 315.89 feet;
         N 83(degree) 09' 40" E a distance of 89.49 feet;
         S 66(degree) 43' 51" E a distance of 103.04 feet;
         S 84(degree) 19' 30" E a distance of 79.12 feet to the original point
         of beginning.