EXHIBIT 10.03


               SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


                  THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this
"Amendment") is made and entered into as of the 10th day of September, 2004, by
and between Roger V. Calarese and A. Richard Calarese, as trustees of the
Franklin Village Trust, dated January 19, 1979, as amended ("Seller"), having an
office at 1000 Franklin Village Drive, Franklin, Massachusetts 02038, and
Cedar-Franklin Village LLC, a Delaware limited liability company ("Buyer"),
having an office c/o Cedar Shopping Centers Partnership, L.P., 44 South Bayles
Avenue, Port Washington, New York 11050.

                  WHEREAS, Buyer and Seller have entered into that certain
Agreement of Purchase and Sale, dated as of August 2, 2004, as amended by that
certain Amendment to Agreement of Purchase and Sale, dated as of September 2,
2004 (as amended, the "Agreement").

                  WHEREAS, Seller and Buyer desire to amend the terms of the
Agreement as hereinafter set forth.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Amendment, in consideration of other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, Seller and Buyer hereby
covenant and agree as follows:

         1. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.

         2. The Due Diligence Period shall be extended and shall expire at 5:00
p.m. (Eastern time) on September 13, 2004.

         3. Except as expressly modified or amended by this Amendment, all of
the terms, covenants and conditions of the Agreement are hereby ratified and
confirmed.

         4. Except insofar as reference to the contrary is made in any such
instrument, all references to the "Agreement" in any future correspondence or
notice shall be deemed to refer to the Agreement as modified by this Amendment.

         5. This Amendment may be signed in any number of counterparts, each of
which shall be deemed to be an original, with the same effect as if the
signatures thereto and hereto were on the same instrument.

         6. Delivery of this Amendment by facsimile by any party shall represent
a valid and binding execution and delivery of this Amendment by such party.









                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.





                                      FRANKLIN VILLAGE TRUST


                                      By:
                                               --------------------------------
                                               Name:    Roger V. Calarese
                                               Title:   Trustee



                                      By:
                                               --------------------------------
                                               Name:    A. Richard Calarese
                                               Title:   Trustee


                                      CEDAR-FRANKLIN VILLAGE LLC,
                                      a Delaware limited liability company


                                      By:
                                                   ----------------------------
                                                   Name:
                                                   Title: