Exhibit 10.3




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WITNESSETH




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STUART H. WIDOWSKI
44 SOUTH BAYLES AVENUE
PORT WASHINGTON, NEW YORK 11050
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BORROWER:
CEDAR-FRANKLIN VILLAGE LLC,
a Delaware limited liability companyBy:
    Cedar-Franklin Village 2 LLC, a Delaware limited liability company, its sole memberBy:
    Cedar Shopping Centers Partnership, L.P., a Delaware limited partnership, its sole memberBy:
    Cedar Shopping Centers, Inc., a Maryland corporation, its general partnerBy:Name:
    Brenda J. WalkerTitle:
    Vice President




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STATE OF _____________
    
    
    ))
    
    
    ss.COUNTY OF ___________
    
    
    )




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Beginning at a point on the southerly sideline of said West Central Street, at land
(formerly of Eva A. Goldenberg) now or formerly of Rennaissance Development Corp.;
thence running
 S00°0004W
    
    a distance of 1086.71 feet by land now or formerly of
Rennaissance Development Corp., crossing a railroad right of
way, to a point on the centerline of Mine Brook; thence
runningSouthwesterly
    
    by the centerline of said Mine Brook a distance of 1032 feet,
more or less (with a tie-line bearing S74°5331W a distance of
825.44 feet) to a point on the easterly sideline of said Route
495; thence runningNorthwesterly
    
    along the arc of a non-tangent curve to the left having a radius
of 8125.00 feet an arc length of 206.00 feet (with chord of
205.99 feet bearing N25°24 07W) along the easterly sideline
of said Route 495 to a point at land of Consolidated Rail
Corporation; thence runningS83°2626E
    
    a distance of 69.63 feet to a point; thence runningN01°0916W
    
    a distance of 83.26 feet to a point; thence runningN83°2626W
    
    a distance of 112.10 feet, the previous three (3) courses being
by land now or formerly of said Consolidated Rail Corporation
to a point on the easterly sideline of said Route 495; thence
runningNorthwesterly
    
    along the arc of a non-tangent curve to the left having a radius
of 8125.00 feet an arc length of 308.95 feet (with a chord of
308.93 feet bearing N27°5441W), to a Massachusetts
Highway Bound on the easterly sideline of said Route 495;
thence running




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N16°2512W
    
    a distance of 564.18 feet the previous two courses being along
the easterly sideline of said Route 495 to a point at land now
or formerly of Setrak G. & Agnes Yergatian; thence runningN01°5356W
    
    a distance of 57.37 feet by land now or formerly of said Setrak
G. & Agnes Yergatian to a point at land now or formerly of
Henry R. & Doris E. Melin; thence runningN03°5004W
    
    a distance of 66.38 feet to a point; thence runningN00°2856W
    
    a distance of 59.14 feet the previous two courses by land now
or formerly of said Henry R. & Doris E. Melin to a point on the
easterly sideline of said Route 495; thence runningNortheasterly
    
    along the arc of a non-tangent curve to the right having a
radius of 160.00 feet an arc length of 48.70 feet (with a chord
of 48.51 feet bearing N36°23 43E) to a point on the southerly
sideline of said West Central Street; thence runningN69°4654E
    
    a distance of 162.42 feet to a point on the southerly sideline
of said West Central Street at land now or formerly of Mobil
Oil Corporation; thence runningS07°3450E
    
    a distance of 130.54 feet to a point; thence runningN82°2510E
    
    a distance of 165.00 feet to a point; thence runningN03°5242E
    
    a distance of 75.51 feet to a point; thence runningN07°3450W
    
    a distance of 64.60 feet the previous four (4) courses being by
land now or formerly of said Mobil Oil Corporation to a point
on a curve on the southerly sideline of said West Central
Street; thence runningNortheasterly
    
    along the arc of a curve to the right having a radius of
3564.00 feet an arc length of 127.32 feet (with a chord of
127.31 feet bearing N82°33 48E) to a point of tangency;
thence runningS87o0211E
    
    a distance of 108.03 feet to a point; thence runningN85°4154E
    
    a distance of 48.28 feet to a point of curvature; thence runningNortheasterly
    
    along the arc of a curve to the right having a radius of
1148.00 feet an arc length of 73.34 feet (with a chord of 73.33
feet bearing N87°2206E) to a point of compound curvature;
thence running
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Southeasterly
    
    along the arc of a curve to the right having a radius of 54.00
feet an arc length of 82.60 feet (with a chord of 74.78 feet
bearing S46°2551E) to a point of compound curvature; thence
runningSoutheasterly
    
    along the arc of a curve to the right having a radius of 74.00
feet an arc length of 6.17 feet (with a chord of 5.85 feet
bearing S04°1412E) to a point; thence runningS78°0100E
    
    a distance of 109.19 feet to a point on a curve; thence runningNortheasterly
    
    along the arc of a curve to the left having a radius of 54.00
feet a length of 98.09 feet (with a chord of 85.15 feet bearing
N45°3148E) to a point of compound curvature; thence runningSoutheasterly
    
    along the arc of a curve to the left having a radius of 954.00
feet an arc length of 255.90 feet (with a chord of 255.14 feet
bearing S74°4449E) to a point of compound curvature; thence
runningSoutheasterly
    
    along the arc of a curve to the left having a radius of 2494.00
feet an arc length of 63.40 feet (with a chord of 63.39 feet
bearing S66°2003E) the previous ten (10) courses being along
the southerly sideline of said West Central Street to a point on
a curve on southerly sideline of said West Central Street at the
point of beginning.
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