THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

 

                 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
                 ----------------------------------------------

         This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
dated as of July 26, 2005 by and between DENNIS J. SCHMIDT, ROBERT V. GOTHIER,
SR., ROBERT V. GOTHIER, JR., HOOVER AVENUE GF, LP, MECHANICSBURG GF, LP, ROBBIE
KEMPSVILLE CORP., COLISEUM FF MM, INC., ROBBIE LITTLE CREEK CORP., BRYCE
SMITHFIELD CORP., BRYCE SUFFOLK CORP., and BRYCE GENERAL BOOTH CORP., each
having an office at 1000 North Front Street, Suite 500, Wormleysburg,
Pennsylvania 17043 (individually, a "Seller," and collectively, the "Sellers")
and CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited partnership
("CSCP").

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

         WHEREAS, Sellers and CSCP entered into that certain Purchase and Sale
Agreement, dated as of May 10, 2005 (the "Purchase and Sale Agreement");

         WHEREAS, Sellers and CSCP entered into that certain Amendment to
Purchase and Sale Agreement dated as of June 23, 2005 (the "First Amendment");

         WHEREAS, Sellers and CSCP entered into that certain Second Amendment to
Purchase and Sale Agreement dated as of July 11, 2005 (the "Second Amendment";
the Second Amendment together with the First Amendment and the Purchase and Sale
Agreement, being collectively referred to as the "Contract");

         WHEREAS, Sellers and CSCP desire to further amend the terms of the
Contract as hereinafter set forth.

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

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

         2. Article IV Section 1 of the Contract is hereby amended by deleting
the date "July 27, 2005" in the first sentence and replacing it with "August 11,
2005".

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

         4. Except insofar as reference to the contrary is made in any such
instrument, all references to the "Contract" in any future correspondence or
notice shall be deemed to refer to the Contract 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. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
laws.

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

                     (Remainder of page intentionally blank)

         IN WITNESS WHEREOF, the Sellers and CSCP have executed and delivered
this Amendment as of the date first above written.

                                  /s/  Dennis J. Schmidt
                                  ----------------------
                                  DENNIS J. SCHMIDT

                                  /s/  Robert V. Gothier, Sr.
                                  ---------------------------
                                  ROBERT V. GOTHIER, SR.

                                  /s/  Robert V. Gothier, Jr.
                                  ---------------------------
                                  ROBERT V. GOTHIER, JR.

                                  MECHANICSBURG GF, LP,
                                  a Pennsylvania limited partnership

                                  By:  Mechanicsburg GF, LLC,
                                       a Pennsylvania limited liability company,
                                       its general partner

                                       By:  /s/  Robert V. Gothier, Jr.
                                            ---------------------------
                                            Name:  Robert V. Gothier, Jr.
                                            Title:  Authorized Member

                                  HOOVER AVENUE GF, LP,
                                  a Pennsylvania limited partnership

                                  By:  Dubois Hoover, Inc.,
                                       a Pennsylvania corporation, its general
                                       partner

                                       By:  /s/  Robert V. Gothier, Jr.
                                            ---------------------------
                                            Name:  Robert V. Gothier, Jr.
                                            Title:  Vice President

                                  BRYCE GENERAL BOOTH CORP., a Virginia
                                  corporation

                                  By:  /s/  Robert V. Gothier, Jr.
                                       ---------------------------
                                       Name:  Robert V. Gothier, Jr.
                                       Title:  Vice President

                                  BRYCE SUFFOLK CORP., a Virginia corporation

                                  By:  /s/  Robert V. Gothier, Jr.
                                       ---------------------------
                                       Name:  Robert V. Gothier, Jr.
                                       Title:  Vice President

                                  BRYCE SMITHFIELD CORP., a Virginia corporation

                                  By:  /s/  Robert V. Gothier, Jr.
                                       ---------------------------
                                       Name:  Robert V. Gothier, Jr.
                                       Title:  Vice President

                                  ROBBIE LITTLE CREEK CORP., a Virginia
                                  corporation

                                  By:  /s/  Robert V. Gothier, Jr.
                                       ---------------------------
                                       Name:  Robert V. Gothier, Jr.
                                       Title:  Vice President

                                  COLISEUM FF MM, INC., a Virginia corporation

                                  By:  /s/  Robert V. Gothier, Jr.
                                       ---------------------------
                                       Name:  Robert V. Gothier, Jr.
                                       Title:  Vice President

                                  ROBBIE KEMPSVILLE CORP., a Virginia
                                  corporation

                                  By:  /s/  Robert V. Gothier, Jr.
                                       ---------------------------
                                       Name:  Robert V. Gothier, Jr.
                                       Title:  Vice President

                                  CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a
                                  Delaware limited partnership

                                  By:  Cedar Shopping Centers, Inc.,
                                       a Maryland corporation, its general
                                       partner

                                       By:  /s/  Leo S. Ullman
                                            ------------------
                                            Name:  Leo S. Ullman
                                            Title:  President 

Basic Info X:

Name: THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Type: Third Amendment to Purchase and Sale Agreement
Date: Aug. 16, 2005
Company: CEDAR REALTY TRUST, INC.
State: Maryland

Other info: