BILL OF SALE

         This Bill of Sale is made and executed this _____ day of
________________, 2003, by MARK G. CALDWELL t/d/b/a CALDWELL DEVELOPMENT
COMPANY, having a principal place of business at 434 North Front Street,
Wormleysburg, Cumberland County, Pennsylvania ("Seller"), to HALIFAX PLAZA
ASSOCIATES, L.P., a Delaware limited partnership, having offices at c/o Cedar
Bay Realty Advisors, Inc., 44 South Bayles Avenue, Port Washington, New York
11050 ("Buyer").

                                    Recitals:

         A. Seller has agreed to convey to Buyer all of Seller's interest in and
to that certain tract of land more particularly described on Exhibit "A",
attached hereto and made a part hereof, and being commonly known as Halifax
Plaza Shopping Center, Halifax Township, Pennsylvania (the "Property").

         B. Seller desires to assign, transfer, and convey to Buyer, subject to
the terms and conditions of this Agreement, all fixtures, equipment, apparatus,
machinery, appliances, furnishings, books and records (including computer-stored
data, programs, etc.) and other tangible personal property, wherever located,
owned by Seller and used in connection with Seller's operation and all leasehold
improvements located thereon, but excluding, however, any and all personal
property owned or leased by tenants of the Property (other than personal
property leased by tenants from Seller) and any leasehold improvements that any
such tenant may, pursuant to the terms of its lease, have the right to remove
from its demised premises (all such property not so expressly excluded being
hereinafter collectively referred to as the "Personal Property").

         NOW, THEREFORE, in consideration of the receipt of Ten and 00/100
($10.00) Dollars and other good and valuable consideration in hand paid by Buyer
to Seller, the receipt and sufficiency of which are hereby acknowledged by
Seller, Seller does hereby grant, bargain, sell, assign, transfer, set over,
convey and deliver to Buyer, its legal representatives, its successors, and its
assigns, effective as of the date set forth hereinabove, all of Seller's right,
title, and interest in and to the Personal Property.

         And for the same consideration, Seller hereby covenants with Buyer, its
legal representatives, its successors, and its assigns that the Personal
Property is free of all encumbrances and that Seller does warrant and will
forever defend the same to Buyer, its legal representatives, its successors, and
its assigns against the lawful claims and demands of all persons whatsoever.









         IN WITNESS WHEREOF, Seller, by its duly authorized officer, has
executed this Bill of Sale.

WITNESS:                                 MARK G. CALDWELL, t/d/b/a
                                         CALDWELL DEVELOPMENT COMPANY

By:_____________________________         By:__________________________________
                                                  Mark G. Caldwell