AC-213850.1
11/09/03
TCB/set


AC1 262851v1 11/06/03

                 ASSIGNMENT OF LEASES AND RENTS


    S.V.G. PROPERTIES, L.P., a New Jersey limited partnership


                               to


                     NEW YORK COMMUNITY BANK



          Premises:



          The land affected by this instrument is known
          as  Spring Village Apartments, located at 601
          Poplar Street, shown as County Parcel #41-00-
          01789-00  on  the tax map of the  Borough  of
          Sharon Hill, Delaware County, Commonwealth of
          Pennsylvania


                      RECORD AND RETURN TO:

                     NEW YORK COMMUNITY BANK
             615 MERRICK AVENUE, WESTBURY, NY  11590
                  ATTN: MULTIFAMILY DEPARTMENT

               ASSIGNMENT OF LEASES AND RENTS

     THIS INDENTURE, made on November 7, 2003;

By     S.V.G.  PROPERTIES,  L.P.,  a  limited  partnership   duly
organized and existing under the laws of the State of New Jersey,
having  an  address  at 215 West Main Street,  Maple  Shade,  New
Jersey 08052 ("Mortgagor")

To    NEW YORK COMMUNITY BANK, a New York state chartered banking
institution  duly  organized and validly existing  under  and  by
virtue of the laws of the State of New York, having an office  at
615 Merrick Avenue, Westbury, New York 11590 ("Mortgagee"),

     WHEREAS, the Mortgagor now owns the premises known as Spring
Village Apartments, located at 601 Poplar Street, shown as County
Parcel  #41-00-01789-00 on the tax map of the Borough  of  Sharon
Hill, Delaware County, Commonwealth of Pennsylvania, all as  more
particularly described in Schedule A annexed hereto  and  made  a
part hereof (the "Mortgaged Premises");

     AND WHEREAS the Mortgagee now holds a first mortgage thereon
in  the principal amount of $4,000,000.00 (the "Mortgage"), which
Mortgage is to be recorded in the office of the Clerk of Delaware
County  immediately prior hereto; and in order to  better  secure
the  payment of the principal sum of said Mortgage, together with
such  charges,  payments, expenses, taxes and  fees  accrued  and
unpaid  or incurred that are the obligation of Mortgagor  to  pay
under the terms and conditions of the Mortgage (hereinafter,  the
"Indebtedness")  and the performance of all the terms,  covenants
and  conditions  of the Mortgage, and the note which  it  secures
(the "Note"), as well as the payment, observance, performance and
discharge   of   all  obligations,  covenants,   conditions   and
warranties contained in all documents and instruments of debt and
security  executed and delivered to the Mortgagee  in  connection
with  the  Note and the Mortgage (collectively herein, the  "Loan
Documents");

     NOW, THEREFORE, THIS INDENTURE WITNESSETH, as follows:

     1.   That for and in consideration of the sum of one dollar,
to  the  Mortgagor  in  hand paid by the Mortgagee,  the  receipt
whereof is hereby acknowledged, and in order to better secure the
payment to the Mortgagee of the Indebtedness, and of all premiums
of  fire  and  other  insurance on policies  of  fire  and  other
insurance  which the Mortgagee has required and  may  require  as
Mortgagee under the terms of the Mortgage, with interest thereon,
and  of  all taxes, assessments and water rates which may now  be
due  and  unpaid and which may hereafter became due and a  charge
against  or  lien upon the Mortgaged Premises, with interest  and
penalties  thereon, and the other charges hereinafter  mentioned,
and  any  and  all other amounts due and owing to  the  Mortgagee
pursuant to the Note and Mortgage, and in order to better  secure
the  rights and interests of the Mortgagee in and to the Note and
Mortgage, the Mortgagor does hereby

      GRANT,  BARGAIN, SELL, TRANSFER, ASSIGN,  CONVEY,  and  set
over,  and  by  these  presents  has  granted,  bargained,  sold,
transferred, assigned, conveyed and set over unto the  Mortgagee,
its  legal representatives and assigns forever, all of the rents,
revenues, issues and profits now due and unpaid, and hereafter to
become  due  and  issuing  from  the  Mortgaged  Premises   above
described.

      2.    The Mortgagor does hereby constitute and appoint  the
Mortgagee its true and lawful attorney, coupled with an  interest
of  the  Mortgagor  and  in the name,  place  and  stead  of  the
Mortgagor:

          a)   To enter upon and take possession of the Mortgaged
Premises,  to  deliver to the tenants the letter attached  hereto
and  thereby  demand,  collect and receive  from  the  tenant  or
tenants now or hereafter in possession of the Mortgaged Premises,
or  any part thereof, or from other persons liable therefor,  all
of  the  rents and revenues from such tenant or tenants or  other
persons,  which may now be due and unpaid and which may hereafter
become  due;  to  institute and carry on  all  legal  proceedings
necessary for the protection of the Mortgaged Premises, including
such proceedings as may be necessary to recover the possession of
the  whole or of any part of the Mortgaged Premises; to institute
and  prosecute any and all suits for the collection of rents  and
all  other revenues from the Mortgaged Premises which may now  be
due  and  unpaid and which may hereafter become due; to institute
and  prosecute summary proceedings for the removal of any  tenant
or  tenants or other persons from the Mortgaged Premises; and  to
pay  the cost and expenses of all such suits and proceedings  out
of the rents and other revenues received;

           b)    To maintain the Mortgaged Premises and keep  the
same  in  repair;  to  pay, out of the rents and  other  revenues
received, the costs thereof and of all services of all employees,
including  their  equipment, and of all gas, electricity,  power,
coal,  fuel,  and  generally  all of  the  running  expenses  and
expenses  of  maintaining and keeping the Mortgaged  Premises  in
repair  and  in  first class condition and in such  condition  as
other  premises  of the style and kind of the Mortgaged  Premises
are  customarily kept, also all interest on the principal sum  of
the Note and Mortgage, now due and unpaid and hereafter to become
due, and also all taxes, assessments and water rates now due  and
unpaid  and which may hereafter become due and a charge  or  lien
upon  the  Mortgaged Premises, and the premiums of fire insurance
on  policies of fire insurance now or hereafter effected  by  the
Mortgagee  as  security for the amount secured by  the  Note  and
Mortgage;

           c)    To  execute and comply with all the laws of  the
Commonwealth  of  Pennsylvania and any  municipality  and  county
having  jurisdiction and also all applicable laws, rules, orders,
ordinances   and   requirements  of  the   governments   of   any
governmental entity, unit, agency board or authority, and of  any
and all of their Departments and Bureaus, including the Bureau of
Fire   Prevention  and  Board  of  Fire  Underwriters,  for   the
correction,  prevention and abatement of any  nuisance  or  other
grievances, in upon or connected with the Mortgaged Premises  and
to  pay  the  costs thereof out of the rents and  other  revenues
received;

           d)    To  rent or lease the whole or any part  of  the
Mortgaged  Premises for such term or terms and on such conditions
as to the Mortgagee may seem proper;

           e)    To  employ an agent or agents to rent and manage
the  Mortgaged  Premises  and  to collect  the  rents  and  other
revenues thereof, and to pay the reasonable value of its or their
services out of the rents and revenues received;

           f)    To  act exclusively and solely in the place  and
stead  of  the  Mortgagor,  and to have  all  of  the  powers  as
Mortgagor,  as  possessed  by  the Mortgagor,  for  the  purposes
aforesaid.

     The appointment of the Mortgagee as the Attorney-in-Fact for
the  Mortgagor  as  provided above in this  Paragraph  is  to  be
irrevocable and continuing and the rights, powers and  privileges
set  forth  above  shall  be  exclusive  in  the  Mortgagee,  its
successors  and  assigns so long as any part of the  indebtedness
secured hereby and by the Mortgage shall remain unpaid.

      3.    The  Mortgagor  hereby authorizes  and  empowers  the
Mortgagee  to  effect multi-peril hazard insurance with  extended
coverage   endorsement,  general  liability   insurance,   boiler
explosion  coverage, rent loss or business interruption coverage,
worker's  compensation law insurance (in  addition  to  the  fire
insurance above mentioned) and generally such other insurance  as
is  customarily effected by an owner of real property of a  style
and  kind of the Mortgaged Premises, or as the Mortgagee may deem
advisable  or  necessary to effect, and to pay the  premiums  and
charges  therefor  out  of  the said  rents  and  other  revenues
received.

     4.   The Mortgagee, in its sole discretion, shall, from time
to  time,  determine  to which one or more of  the  purposes  the
aforesaid  rents and revenues shall be applied and the amount  to
be applied thereto.

     5.   Nothing in this instrument contained shall prejudice or
be  construed to prejudice the right of the Mortgagee to commence
and  prosecute,  or to prevent the Mortgagee from commencing  and
prosecuting any action which it may deem advisable, or  which  it
may be entitled to commence and prosecute for the foreclosure  of
the  Note and Mortgage, or to prejudice any other rights  of  the
Mortgagee;  nor shall this instrument be construed to  waive  any
defaults  now  existing or which may occur  under  the  Note  and
Mortgage;  nor shall this instrument be construed as  granting  a
forbearance or extension of time of payment.

      6.    This  Assignment  is an absolute,  unconditional  and
present  assignment by Mortgagor to Mortgagee of the  leases  and
the  rents  and  not  merely the passing of a security  interest.
Upon the execution and delivery of this Assignment, title to  the
rents  shall  vest  in  Mortgagee and no  further  act  shall  be
required   to  effectuate  such  conveyance.   It  is   expressly
understood and agreed by the parties hereto that until  an  Event
of Default occurs hereunder or under the terms of any of the Loan
Documents,  Mortgagor  shall  have a  revocable  license  to  (a)
collect,  but  not prior to accrual, such rents, incomes,  issues
and profits from the aforementioned leases and to retain, use and
enjoy   the  same;  provided,  however,  that  even  before   the
occurrence of an Event of Default, no rents shall be collected or
accepted  more  than one (1) month in advance without  the  prior
written  consent of Mortgagee, except in the ordinary  course  of
business; and (b) enter into future leases, subject, however,  to
the  prior written consent of Mortgagee as to the form of  lease.
Any failure or omission to enforce this Assignment for any period
of  time  shall  not  impair  the force  and  effect  thereof  or
prejudice the rights of the Mortgagee

      7.   The Mortgagor, for itself, its successors and assigns,
covenants  and  agrees that it will not, orally  or  in  writing,
except in the ordinary course of business, modify, surrender,  or
renew  any  leases  for  any part of the Mortgaged  Premises,  or
diminish  the obligations of the lessees thereunder,  or  release
any  one or more parties from their respective obligations  under
such agreements, without previous written notice to the Mortgagee
and  without  Mortgagee's  written  consent;  and  the  Mortgagor
further  covenants and agrees that it will not assign  or  pledge
said rents or collect from any of the tenants or lessees any rent
or  rentals  more than one (1) month in advance of the  due  date
thereof,  without written notice to and written  consent  of  the
Mortgagee.   Any  violation of this covenant shall  constitute  a
default under the Mortgage and, in such event upon the expiration
of  any applicable period of notice or cure, the whole amount  of
the  principal then remaining unpaid shall immediately become due
and  payable.  These covenants shall continue in full  force  and
effect  until the debt evidenced by the Note and secured  by  the
Mortgage is paid in full.

      8.   In the event that Mortgagor shall:  (i) default in the
payment of any installment of principal or interest due under the
terms  of  the  Note and such default continues for fifteen  (15)
days, or (ii) default in the performance or observance of any  of
the  terms, covenants and/or conditions of the Mortgage and  such
default  continues beyond any applicable period of notice  and/or
cure, or (iii) default in the performance or observance of any of
the  terms,  covenants and/or conditions of  this  Assignment  of
Leases and Rents and such default continues for thirty (30)  days
after   written   notice  from  Mortgagee  to   Mortgagor   (such
occurrences or events described in subparagraphs (i),  (ii),  and
(iii) of this paragraph 8 are herein referred to as an "Event  of
Default(s)")  the  Mortgagee shall have the  immediate  right  to
enforce  any  covenants  under  this  Assignment,  and  shall  be
entitled to deliver to the tenants of the Mortgaged Premises  the
attached  authorization from Mortgagor directing such tenants  to
make their monthly rental payments to Mortgagee.

      9.    Upon  request  by  Mortgagee,  Mortgagor  shall  give
Mortgagee written notice of the name and address of the bank  and
the  account  number applicable to any segregated escrow  account
which  shall  be  maintained by Mortgagor as  the  depository  of
tenant  security  deposits.  Mortgagor  will  also  give  written
authorization  to such bank to permit Mortgagee  to  receive  any
information requested by Assignee as to the status and balance of
such  account.  Mortgagor hereby assigns to Mortgagee all of  its
right  to  such  bank  account  as collateral  security  for  the
obligations secured by this Assignment and Mortgagor agrees  that
upon  default  hereunder by Mortgagor,  the  sums  in  said  bank
account,  shall,  at  the election of Mortgagee,  be  payable  to
Mortgagee as assignee of such bank account.

     10.  This instrument shall continue and remain in full force
and  effect  during the entire term of the Note and  Mortgage  or
during such time as the principal amount of the Note and Mortgage
or  any  part  thereof shall remain unpaid  and  until  the  full
payment  and satisfaction of the Note and Mortgage; and upon  the
payment   and  satisfaction  of  the  Note  and  Mortgage,   this
instrument shall cease, terminate and come to an end.

     11.  This instrument shall be binding upon the Mortgagor and
its  successors  or  assigns  in interest  or  ownership  in  the
Mortgaged  Premises;  and  this instrument  shall  inure  to  the
benefit of the Mortgagee and its successors or assigns.

      12.   In the event of a conflict between the terms  of  the
Mortgage and this Assignment, the Mortgage shall control.

     13.  The terms hereof cannot be changed orally.

     14.    The   Mortgagor   waives  the  right   to   interpose
counterclaims  or  setoffs  of any kind  or  description  in  any
litigation  arising hereunder and hereby acknowledges  that  this
Assignment  of  Leases  and  Rents  and  Mortgagor's  obligations
hereunder  shall  at  all  times  continue  to  be  absolute  and
unconditional in all respects.

     15.  All notices hereunder shall be in writing and shall  be
sufficiently  given for all purposes when sent by  regular  first
class  mail to any party hereto at its address on the cover  page
or  at  such  other address of which it shall have  notified  the
party  giving  such  notice in writing  in  accordance  with  the
foregoing   requirements.   Any  such  notice  shall  be   deemed
effective upon the date it is mailed.

     16.  The Mortgagor consents to the personal jurisdiction  of
the  courts  of  the  state where the Premises  is  located,  and
consents  that  it may be served with process within  or  without
said state as though it were a domiciliary, and according to  the
laws  of  said  state, in any action or proceeding involving  the
Mortgagee  and  the  Mortgagor.   IN  ANY  ACTION  OR  PROCEEDING
INVOLVING  THE MORTGAGOR AND THE MORTGAGEE, THE MORTGAGOR  HEREBY
WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY.

     17.   Limitation  of  Liability. No claim  may  be  made  by
Mortgagor,  any  specified person or any  other  person,  against
Mortgagee  or  the  affiliates, directors,  officers,  employees,
attorneys  or agents of Mortgagee, for any special,  indirect  or
consequential damages or, to the fullest extent permitted by law,
for  any  punitive damages in respect of any claim  or  cause  of
action (whether based on contract, tort, statutory liability,  or
any  other  ground) based on, arising out of or related  to  this
Assignment  or  any of the Lien Instruments or  the  transactions
contemplated  hereby or thereby, or any act,  omission  or  event
occurring in connection herewith or therewith, and Mortgagor (for
itself  and  on  behalf of each specified person) hereby  waives,
releases  and  agrees never to sue upon any claim  for  any  such
damages,  whether such claim now exists or hereafter arises,  and
whether  or  not  it is now known or suspected to  exist  in  its
favor.

      IN  WITNESS  WHEREOF, the above instrument  has  been  duly
executed by the Mortgagor and its seal thereunto duly affixed.

                         S.V.G.  PROPERTIES, L.P., a  New  Jersey
                         limited partnership
                         BY:  SPRING  VILLAGE HOLDINGS,  INC.,  a
                              New   Jersey  corporation,  General
                              Partner


                              BY:________________________________
                                   Harry J. Santoro, President

COMMONWEALTH OF PENNSYLVANIA  :

COUNTY OF PHILADELPHIA             :

      BE  IT REMEMBERED, that on this 7th day of November,  2003,
before  me, the subscriber, personally appeared HARRY J. SANTORO,
who, I am satisfied, is the President of SPRING VILLAGE HOLDINGS,
INC., a New Jersey corporation (the "Corporation"), which is  the
General  Partner of S.V.G. PROPERTIES, L.P., a New Jersey limited
partnership   (the  "Limited  Partnership"),  and  thereupon   he
acknowledged  that he signed and delivered the within  instrument
in  his  capacity  as  the President of the  Corporation  in  its
capacity as the General Partner of the Limited Partnership, being
duly authorized to do so.



                              ___________________________________
                              NOTARY PUBLIC


                  CERTIFICATE OF RESIDENCE

      I  certify that the address of the Mortgagee named  in
this  Assignment  is New York Community  Bank,  615  Merrick
Avenue, Westbury, New York 11590.

                              NEW YORK COMMUNITY BANK



By:________________________________
                                   Thomas C. Bonner, Esq.
                                   Agent for Mortgagee
                 TO THE TENANTS of Premises:

        SPRING VILLAGE APARTMENTS, 601 Poplar Street,
                   Sharon Hill, PA  19079


      PLEASE  TAKE  NOTICE, that we have this  day  executed  and
delivered  an assignment of rents of this Premises  to  NEW  YORK
COMMUNITY BANK, and that all rents now due or past due and unpaid
or which may hereafter become due are to be paid directly to said
Bank or to its duly authorized agent, and that you are authorized
and permitted to pay the rents of said Premises to said Bank,  or
its agent.

                         S.V.G.  PROPERTIES, L.P., a  New  Jersey
                         limited partnership
                         BY:  SPRING  VILLAGE HOLDINGS,  INC.,  a
                              New   Jersey  corporation,  General
                              Partner


                              BY:________________________________
                                   Harry J. Santoro, President