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                                    GUARANTY


                          Dated as of October ___, 2001


                                     Made By


                            CEDAR INCOME FUND, LTD.,


                                  as Guarantor


                                   in favor of


                               SWH FUNDING CORP.,


                                    as Lender






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                                    GUARANTY


         THIS GUARANTY (this "Guaranty"), dated as of October ___, 2001, is made
by CEDAR INCOME FUND, LTD., a Maryland corporation, having an address at 44
South Bayles Avenue, Suite 304, Port Washington, New York 11050 ("Guarantor"),
in favor of SWH FUNDING CORP., a New Jersey corporation, having an office at Two
University Plaza, Hackensack, New Jersey 07601 (together with its successors,
assigns and participants, "Lender").


                              W I T N E S S E T H:


         WHEREAS, Lender has made or is about to make a loan in the original
principal amount of $6,000,000.00 (collectively, the "Loan") to Cedar Income
Fund Partnership, L.P., a Delaware limited partnership ("Borrower"), pursuant to
a certain Loan Agreement, as of even date herewith, between Lender and Borrower
(as the same may be amended, supplemented, extended, modified, restated or
replaced from time to time, the "Loan Agreement"), which Loan is or will be (a)
evidenced by the Note made by Borrower to the order of Lender in the original
principal amount of the Loan and (b) secured by, inter alia, the Mortgage
granted by Borrower in favor of Lender encumbering the Premises (as each of such
capitalized terms is defined in the Loan Agreement); and

         WHEREAS, the Guarantor is the sole general partner of Borrower and
will, therefore, derive material direct and indirect economic and other benefits
from Lender making the Loan to Borrower; and

         WHEREAS, Guarantor acknowledges its receipt and approval of copies of
the Loan Agreement, the Note, the Mortgage and all other Loan Documents (as
defined in the Loan Agreement); and

         WHEREAS, to induce Lender to make the Loan to Borrower, Guarantor has
agreed to enter into this Guaranty, Guarantor acknowledging that, without this
Guaranty, Lender would be unwilling to make the Loan.

         NOW, THEREFORE, in consideration of the Loan, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor hereby agrees as follows:

         1. Definitions. All capitalized terms used herein, but not otherwise
defined herein, shall have the respective meanings ascribed to such terms in the
Loan Agreement.

         2. Guaranty Obligations. Guarantor hereby unconditionally, absolutely
and irrevocably, as a primary obligor and not merely as a surety guarantees to
Lender the punctual and complete (a) payment in full (and not merely the
collectibility) of and shall pay or cause to be paid to Lender when due pursuant
to the Loan Documents (i) all installments of interest on the Outstanding
Principal Balance in accordance with the terms and conditions of the Loan
Agreement, the Note and the other Loan Documents, whether at the Basic Interest
Rate, the Default Rate or any other rate, as applicable, specified in the Loan

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Agreement, the Note and the other Loan Documents, (ii) the Outstanding Principal
Balance, whether at the stated maturity of the Loan, upon acceleration or
otherwise and at all times thereafter, (iii) all transfer, stamp or other fees
or taxes levied on the holder of the Note by reason of the making of the Note or
the recording or filing of any Loan Document, (iv) the Exit Fee, all Late
Charges, if any, and other amounts due and payable by Borrower to Lender
pursuant to the Loan Agreement, the Note and the other Loan Documents, (v) all
transfer, stamp, recording or filing or other fees or taxes and other costs and
expenses imposed upon foreclosure of any of the Collateral, or the conveyance or
transfer or all or any part of the Collateral to Lender or its nominee in lieu
thereof, or otherwise and (vi) any and all costs and expenses, (including,
without limitation, reasonable attorneys' fees and disbursements) incurred by
Lender in enforcing, obtaining advice of counsel with respect to, or collecting
any or all of the foregoing under the Loan Documents or Guarantor under this
Guaranty and (b) performance of, and shall cause to be performed, all other
Obligations as and when required pursuant to the Loan Documents (such obligation
to guaranty payment and performance pursuant to this Section 2 being referred to
herein as the "Guaranty Obligations").

         3. Unconditional and Absolute Guaranty.

                  (a) Guarantor guarantees that the Obligations shall be paid
and/or performed strictly in accordance with the Loan Agreement, the Note and
the other Loan Documents, regardless of any law, statute, rule, regulation,
decree or order now or hereafter in effect in any jurisdiction affecting or
purporting to affect in any manner any of such terms or the rights or remedies
of Lender with respect thereto regardless of any law, statute, rule, regulation,
decree or order now or hereafter in effect in any jurisdiction affecting or
purporting to affect in any manner any of such terms or the rights, powers or
remedies of Lender with respect thereto.

                  (b) Any payment or payments made by Borrower or any other
Person or received or collected by Lender from Borrower or any other Person by
virtue of any action or proceeding or any other set-off or appropriation or
application at any time or from time to time in respect of any indebtedness,
obligations or liabilities of Borrower or any other Person under the Loan
Agreement, the Note or the other Loan Documents may be applied by Lender in
satisfaction of such indebtedness, obligations and liabilities in such order as
Lender may determine in accordance with the Note and the other Loan Documents,
and no application of such payment or payments to satisfaction of indebtedness,
obligations or liabilities other than the Obligations shall discharge in any
manner any obligations of Guarantor hereunder.

                  (c) The liability of Guarantor under this Guaranty shall be
absolute and unconditional, and shall not be affected, released, terminated,
discharged or impaired, in whole or in part, by, and Lender may proceed to
exercise any right or remedy hereunder irrespective of, and Guarantor waives,
any common law, equitable, statutory or other rights which Guarantor might
possess as a result of or in connection with, any or all of the following:

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                           (i) any lack of genuineness, regularity, validity,
legality or enforceability, or the voidability of, all or any portion of the
Loan Agreement or any of the other Loan Documents or any other agreement or
instrument relating thereto;

                           (ii) the failure of Lender to exercise or to exhaust
any right or remedy or take any action against Borrower, any other Person or the
Collateral or any other security available to Lender, including, without
limitation, any indulgence, forbearance or compromise granted or given by Lender
to Borrower or any other Significant Party;

                           (iii) any amendment or modification of the Loan
Agreement or any of the other Loan Documents;

                           (iv) any change in the time, manner or place of
payment of all or any of the Obligations now existing or hereafter coming into
existence and arising from, by reason of, or in any way relating to any of the
terms, covenants, conditions and agreements of the Loan Agreement or any of the
other Loan Documents or any extensions of time for payment, whether in whole or
in part, of the terms of the Loan Agreement or any of the other Loan Documents
on the part of Borrower or any other Person to be paid, performed or observed,
as applicable;

                           (v) any amendment or waiver of, or any assertion or
enforcement or failure or refusal to assert or enforce, or any consent or
indulgence granted by Lender with respect to a departure from, any term of the
Loan Agreement or any of the other Loan Documents, including, without
limitation, the waiver by Lender of any default of Borrower or any other Person,
or the making of any other arrangement with, or the accepting of any
compensation or settlement or compromise from, Borrower or any other Person;

                           (vi) any failure or delay of Lender to exercise, or
any lack of diligence in exercising, any right or remedy with respect to the
Loan Agreement, any other Loan Document or this Guaranty;

                           (vii) any dealings or transactions between Lender and
Borrower or any other Person whether or not Guarantor shall be a party to or
cognizant of the same;

                           (viii) any exchange, surrender or release, in whole
or in part, of any security which may be held by Lender at any time for or under
the Loan Agreement, any other Loan Document or in respect of the Obligations;

                           (ix) any other guaranty or any indemnity now or
hereafter executed by Guarantor or any other guarantor or any indemnitor or the
release of any other guarantor or any indemnitor from or the failure of any
other Person to assume liability for the payment, performance or observance of
the Obligations or any of the terms of the Loan Agreement, the Note or any other
Loan Document on the part of Borrower or any other Person to be paid, performed
or observed whether by operation of law or otherwise;

                           (x) any rights, powers or privileges Lender may now
or hereafter have against any Person or the Collateral in respect of the
Obligations;



                                       3
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                           (xi) Lender's consent to any assignment or successive
assignments of the Loan Agreement, the Note or any or all of the other Loan
Documents by Borrower or any other Person;

                           (xii) the failure to give Guarantor or any other
Person any notices whatsoever;

                           (xiii) any other circumstance which might in any
manner or to any extent constitute a defense available to Borrower or any other
Person, or vary the risk of Guarantor, or might otherwise constitute a legal or
equitable discharge or defense available to a surety or guarantor, whether
similar or dissimilar to the foregoing;

                           (xiv) any and all notice of the creation, renewal or
extension of the Obligations and notice of or proof of reliance by Lender upon
this Guaranty or acceptance of this Guaranty;

                           (xv) any change, restructuring or termination of the
limited partnership structure, or existence of Borrower not otherwise permitted
by and accomplished in accordance with the requirements contained in the Loan
Documents;

                           (xvi) the exercise of any right or remedy under the
Loan Agreement or any of the other Loan Documents, or the obtaining of any
judgment against Borrower or any other Person, or the taking of any action to
enforce the same;

                           (xvii) the insolvency, bankruptcy, arrangement,
adjustment, composition, liquidation, disability, dissolution or lack of power
of Borrower, any other Significant Party or any other Person at any time liable
for the payment or performance of all or part of the Obligations; or any
dissolution of Borrower or any other Significant Party or any sale, lease or
transfer of any or all of the assets of Borrower or any other Significant Party
or any changes in the shareholders, partners, members, trustees or beneficiaries
of Borrower or any other Significant Party;

                           (xviii) the invalidity, illegality or
unenforceability of all or any part of the Obligations, or any document or
agreement executed in connection with the Obligations, for any reason
whatsoever, including, without limitation, the fact that (A) the Obligations, or
any part thereof, exceed the amount permitted by law, (B) the act of creating
the Obligations or any part thereof is ultra vires, (C) the officers or
representatives executing the Loan Agreement or the other Loan Documents or
otherwise creating the Obligations acted in excess of their authority, (D) the
Obligations violate applicable usury laws, (E) Borrower or any other Person
liable for any of the Obligations has valid defenses, claims or offsets (whether
at law, in equity or by agreement) which render the Obligations wholly or
partially uncollectible from Borrower or such other Person liable for any of the
Obligations, (F) the creation, performance or repayment of the Obligations, or
the execution, delivery and performance of any document or instrument
representing part of the Obligations or executed in connection with the
Obligations, or given to secure the repayment of the Obligations, is illegal,
uncollectible or unenforceable, or (G) the Loan Agreement or any of the other


                                       4
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Loan Documents have been forged or otherwise are irregular or not genuine or
authentic, it being understood and agreed that Guarantor shall remain liable
under this Guaranty regardless of whether Borrower or any other Person be found
not liable on the Obligations or any part thereof for any reason;

                           (xix) any full or partial release of the liability of
Borrower for the Obligations, or any part thereof, or of Guarantor, or any other
Person now or hereafter liable, whether directly or indirectly, jointly,
severally, or jointly and severally, to pay, perform, or assure the payment of
the Obligations, or any part thereof, it being recognized, acknowledged and
agreed by Guarantor that Guarantor may be required to pay the Guaranty
Obligations in full without assistance or support of any other Person, and
Guarantor has not been induced to enter into this Guaranty on the basis of a
contemplation, belief, understanding or agreement that other Persons will be
liable to pay or perform the Guaranty Obligations, or that Lender will look to
other Persons to pay or perform the Guaranty Obligations;

                           (xx) the failure of Lender or any other Person to
exercise diligence or reasonable care in the preservation, protection,
enforcement, sale or other handling or treatment of all or any part of the
Collateral or any other security given for the Obligations, including, without
limitation, any neglect, delay, omission, failure or refusal of Lender (A) to
take or prosecute any action for the collection of any of the Obligations, (B)
to foreclose, or initiate any action to foreclose, or, once commenced, prosecute
to completion any action to foreclose upon any security therefor or (C) to take
or prosecute any action in connection with any instrument or agreement
evidencing or securing all or any part of the Obligations;

                           (xxi) the fact that any Collateral, security,
security interest or Lien contemplated or intended to be given, created or
granted as security for the repayment and/or performance of the Obligations or
any part thereof, shall not be properly perfected or created, or shall prove to
be unenforceable or subordinate to any other security interest or Lien, it being
recognized and agreed by Guarantor that Guarantor is not entering into this
Guaranty in reliance on, or in contemplation of the benefits of, the validity,
enforceability, collectibility or value of any of the Collateral for the
Obligations;

                           (xxii) any existing or future right of offset, claim
or defense of Borrower, any other Significant Party or any Affiliate of any
Significant Party against Lender or any other Person or against payment and/or
performance of the Obligations, whether such right of offset, claim or defense
arises in connection with the Obligations or the transactions creating the
Obligations or otherwise;

                           (xxiii) the reorganization, merger or consolidation
of Borrower or any other Person into or with any other Person;

                           (xxiv) any payment (A) by Borrower to Lender or (B)
by any other Person to Lender, in either case, on account of or in connection
with the Obligations is held to constitute a preference under bankruptcy laws,
or if for any reason Lender is required to refund such payment or pay such
amount to Borrower, such other Person or any other Person; or

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                           (xxv) any other action taken or omitted to be taken
with respect to the Loan Documents, the Obligations or the Collateral or other
security therefor, whether or not such action or omission prejudices Guarantor
or increases the likelihood that Guarantor will be required to pay the Guaranty
Obligations pursuant to the terms hereof; or

                           (xxvi) any assignment of the Loan or any interest
therein to any assignees or participants;

whether occurring before or after any default by Borrower or any other Person
under the Loan Agreement, the Note, the Mortgage or any of the other Loan
Documents, and with or without further notice to or assent from Guarantor, it
being the unambiguous and unequivocal intention of Guarantor that Guarantor
shall be obligated to pay and/or perform the Obligations as provided in Section
2 hereof, if not punctually paid and/or performed when due (subject to
applicable grace periods, if any), notwithstanding any occurrence, circumstance,
event, action, or omission whatsoever, whether contemplated or uncontemplated,
and whether or not otherwise or particularly described herein, which obligation
shall be deemed satisfied only upon the full and final indefeasible payment and
satisfaction of the Obligations.

                  (d) This Guaranty shall continue to be effective or be
reinstated, as the case may be, and the rights of Lender hereunder shall
continue with respect to, any Guaranty Obligation (or portion thereof) arising
out of any Obligation at any time paid by Borrower or any other Person which
shall thereafter be required to be restored or returned by Lender upon the
insolvency, bankruptcy or reorganization of Borrower or such other Person, or
for any other reason, all as though such Obligation (or portion thereof) had not
been so paid or applied.

         4. Irrevocable Guaranty; Payment. Guarantor's Guaranty Obligations
pursuant to Section 2 hereof are continuing and irrevocable under any and all
circumstances whatsoever. If all or any part of the Obligations shall not be
punctually paid and/or performed when due, whether at demand, maturity,
acceleration or otherwise (subject to applicable grace periods, if any),
Guarantor shall immediately upon demand by Lender, and without presentment,
protest, notice of protest, notice of non-payment, notice of intention to
accelerate the maturity, notice of acceleration of the maturity, or any other
notice whatsoever, pay the amount due on, and/or perform, the Obligations to
Lender. Such demand(s) may be made at any time coincident with or after the time
for payment and/or performance of all or part of the Obligations (subject to
applicable grace periods, if any), and may be made from time to time with
respect to the same or different items of Obligations. Such demand shall be
deemed made, given and received in accordance with the notice provisions hereof.

         5. Primary Liability of Guarantor. This Guaranty constitutes a
guarantee of payment and performance and not a guarantee and indemnity of
collection. Lender may enforce this Guaranty against Guarantor for payment of
any amounts due under or performance of any of the Guaranty Obligations as they
become due and without first making demand or instituting collection or other
proceedings against Borrower, any other guarantor of the Obligations or any
other Person liable for any of the Obligations. Guarantor's liability for the
Guaranty Obligations is hereby declared by mutual agreement to be primary, and
not secondary.

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         6. Representations and Warranties. Guarantor warrants and covenants to
Lender as follows:

                  (a) The execution, delivery and performance by Guarantor of
this Guaranty, and the performance of its obligations hereunder do not (i)
violate any law, rule, regulation (including, without limitation, Regulation X
of the Board of Governors of the Federal Reserve System), order, writ, judgment,
injunction, decree, determination or award, (ii) conflict with or result in the
breach of, or constitute a default under, any contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument binding on or
affecting Guarantor or any of their property or (iii) result in or require the
creation or imposition of any lien upon or with respect to any of the property
of Guarantor. Guarantor is not in violation of any such law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award or in breach
of any such contract, loan agreement, indenture, mortgage, deed of trust, lease
or other instrument.

                  (b) No authorization, consent or approval or other action by,
and no notice to or filing with, any Governmental Authority or regulatory body
or any other Person is required for (i) the due execution, delivery or
performance by Guarantor of this Guaranty or (ii) the exercise by the Lender of
its rights under this Guaranty.

                  (c) This Guaranty has been duly executed and delivered by
Guarantor. This Guaranty is the legal, valid and binding obligation of
Guarantor, enforceable against Guarantor in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors rights generally.

                  (d) There are no conditions precedent to the effectiveness of
this Guaranty that have not been either satisfied or waived.

                  (e) Guarantor has, independently and without reliance upon
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Guaranty.

                  (f) Guarantor is not insolvent and Guarantor's execution
hereof does not render Guarantor insolvent.

                  (g) Guarantor is not (i) presently, and covenants that it
shall not hereafter be, delinquent in the payment of any Taxes (as hereinafter
defined) imposed by any Governmental Authority or in the filing of any tax
return and (ii) involved in a dispute with any taxing authority over Tax amounts
due which would be reasonably likely to result in a material adverse effect on
Guarantor's ability to fully and timely perform the Guaranty Obligations.

                  (h) No information, exhibit or report furnished by Guarantor
to Lender in connection with this Guaranty or pursuant to the terms of the Loan
Documents contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made therein not misleading in
any material respect.

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                  (i) There is no action, suit, investigation, litigation or
proceeding affecting Guarantor pending or threatened before any court,
governmental agency or arbitrator that (i) would be reasonably likely to result
in a material adverse effect on Guarantor's ability to fully and timely perform
the Guaranty Obligations or (ii) purports to affect the legality, validity or
enforceability of this Guaranty.

                  (j) Guarantor is not a party to any indenture, loan or credit
agreement or any contract, lease or other agreement or instrument, or subject to
any restriction that would be reasonably likely to result in a material adverse
effect on Guarantor's ability to fully and timely perform the Guaranty
Obligations.

                  (k) Subject to legally permitted extensions, Guarantor has
filed, has caused to be filed or has been included in all tax returns (Federal,
state, local and foreign) required to be filed and has paid all taxes shown
thereon to be due, together with applicable interest and penalties.

                  (l) No bankruptcy, reorganization or insolvency proceedings
are pending or contemplated either by Guarantor or, to the best knowledge of
Guarantor, against Guarantor.

                  (m) Guarantor will receive, substantial direct or indirect
benefit from the giving of this Guaranty, the borrowing of the Loan and the
consummation of the transactions described in the Loan Agreement.

                  (n) The financial statements of Guarantor which have been
delivered to Lender in connection with the Loan, if any, are true, correct and
complete in all material respects and do not omit any material fact necessary to
make such financial statements not misleading.

         7. Covenants. Guarantor covenants and agrees that:

                  (a) Guarantor shall not convey, sell, lease, assign, transfer
or otherwise dispose of all or substantially all of his property, business or
assets.

                  (b) Guarantor shall deliver to Lender as soon as available,
but in any event not later than 45 days after the end of each quarter of each
calendar year, the unaudited financial statements of Guarantor as of the end of
each such quarter year, certified by Guarantor as being true, correct and
complete in all material respects.

                  (c) Guarantor shall deliver to Lender as soon as available,
but in any event not later than 90 days after the end of each calendar year, the
audited financial statements of Guarantor as of the end of each such calendar
year, certified by Guarantor as being true, correct and complete copies in all
material respects.

                  (d) Guarantor shall pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all of his
obligations of whatever nature, except when the amount or validity thereof is
being contested currently in good faith by appropriate proceedings and
reasonable reserves are established by Guarantor thereagainst.

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         8. No Marshaling of Assets. Lender may proceed against any or all of
the Collateral or any other security for the Obligations, as well as any assets
of Guarantor and against Persons liable therefor in such order as it may elect,
and no Guarantor shall be entitled to require Lender to marshal assets. The
benefit of any rule of law or equity to the contrary is hereby expressly waived
by Guarantor.

         9. Release of Liable Parties. Lender may, in its sole discretion and
with or without consideration release, compromise or settle with any Person
including, without limitation, Borrower or any other Significant Party. The
defenses of impairment of collateral and impairment of recourse and any
requirements of diligence on Lender's part in collecting the Obligations are
hereby expressly waived by Guarantor.

         10. Waivers. Guarantor expressly waives the following:

                  (a) notice of acceptance of this Guaranty and of any change in
the financial condition of Borrower or any other Person;

                  (b) any requirement of promptness, diligence, presentment,
protest, notice of dishonor, notice of default, notice of acceptance, demand,
and all other actions or notices that may otherwise be required on Lender's part
in connection with the Obligations and/or this Guaranty;

                  (c) any demand for payment under this Guaranty;

                  (d) the right to interpose all substantive and procedural
defenses of the law of guaranty, indemnification and suretyship, except the
defenses of prior payment by Borrower or any other surety of the Obligations;

                  (e) all rights and remedies accorded by applicable law to
guarantors or sureties, including, without limitation, any extension of time
conferred by any law now or hereafter in effect;

                  (f) the right to trial by jury in any action or proceeding of
any kind arising on, under, out of, or by reason of or relating, in any way, to
this Guaranty or the interpretation, breach or enforcement hereof;

                  (g) the right to interpose any setoff or counterclaim (other
than mandatory counterclaims) of any nature or description in any action or
proceeding arising hereunder or with respect to this Guaranty;

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<PAGE>

                  (h) any right or claim of right to cause a marshaling of the
assets of Borrower or to cause Lender to proceed against Borrower and/or any of
the Collateral or other security held by Lender at any time or in any particular
order;

                  (i) any defense based on any statutory or other limitation of
the amount of any deficiency judgment available to Lender after foreclosure or
other proceedings to realize upon any of the Collateral or any other security
for the Obligations;

                  (j) any defense or benefits that may be afforded by Section
1301 of the New York Real Property Actions and Proceedings Law or any statute or
law in any other jurisdiction having similar effect or requiring a creditor to
elect remedies;

                  (k) any defense based on the failure to make Guarantor a
defendant in any action under any Loan Document;

                  (l) any rights which Guarantor may have to require Lender, in
order to enforce the Guaranty Obligations under this Guaranty, to (i) institute
suit or exhaust its remedies against Borrower, any other Person liable for any
of the Obligations or any other Person, (ii) enforce Lender's rights against any
of the Collateral or any other security which shall ever have been given to
secure the Obligations, (iii) enforce Lender's rights against any other
guarantors from time to time of any of the Obligations, (iv) join Borrower or
any other Person liable for any of the Obligations in any action seeking to
enforce this Guaranty, (v) exhaust any remedies available to Lender against any
of the Collateral or any other security which shall ever have been given to
secure the Obligations or (vi) resort to any other means of obtaining payment of
any of the Obligations. Lender shall not be required to mitigate damages or take
any other action to reduce, collect or enforce any of the Obligations; and

                  (m) notice of (i) any loans or advances made by Lender to
Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of
the Note or of any other Loan Documents, (iv) the execution and delivery by
Borrower and Lender of any other loan or credit agreement or of Borrower's or
any other Person's execution and delivery of any promissory notes or other
documents arising under the Loan Documents or in connection with the Collateral,
(v) the occurrence of any breach or default of or under the Loan Documents by
Borrower, any other Person or an Event of Default, (vi) Lender's transfer or
disposition of the Obligations, or any part thereof, (vii) sale or foreclosure
(or posting or advertising for sale or foreclosure) of any of the Collateral or
any other security for the Obligations, (viii) protest, proof of non-payment or
default by Borrower or any other Person or (ix) any other action at any time
taken or omitted by Lender, and, generally, all demands and notices of every
kind in connection with this Agreement, the Loan Documents, any documents or
agreements evidencing, securing or relating to any of the Obligations.

         11. Bankruptcy. Notwithstanding anything to the contrary contained in
this Guaranty, Guarantor's liability shall extend to all amounts and performance
of all Obligations which constitute part of the Guaranty Obligations and would
be owed or be required to be performed by Borrower or any other Person under the
Loan or any Loan Document but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving Borrower or any other Person, including, without


                                       10
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limitation, the accrual of post-petition interest which may otherwise be limited
by Section 506 of the Bankruptcy Code or any other provision thereof. Without
limiting the foregoing, neither Guarantor's obligation to perform or to make
payment in accordance with this Guaranty nor any remedy for the enforcement
thereof shall be impaired, modified, changed, stayed, released or limited in any
manner by any impairment, modification, change, release, limitation or stay of
the liability of Borrower or any other Person or its estate in bankruptcy or any
remedy for the enforcement thereof, resulting from the operation of any present
or future provision of the Bankruptcy Code or other statute or from the decision
of any court interpreting any of the same.

         12. Currency of Payments. Any and all amounts required to be paid by
Guarantor hereunder shall be paid in lawful money of the United States of
America and in immediately available funds to Lender. Guarantor agrees that
whenever, at any time, or from time to time, it shall make any payment to Lender
on account of its liability hereunder, it shall notify Lender in writing that
such payment is made under this Guaranty for that purpose.

         13. Waiver of Rights Against Borrower; Subordination.

                  (a) Until all of the Obligations are paid in full to Lender
and/or performed, Guarantor hereby waives all rights of subrogation and any
other claims that Guarantor (or any of them) may now have or hereafter acquire
against either Borrower or any insider (as such term is used in Section
547(b)(2)(B) of the Bankruptcy Code (an "Insider")) that arise from the
existence, payment, performance or enforcement of Guarantor's obligations under
this Guaranty or any other documents executed in connection herewith
(collectively, the "Guaranty Documents"), including, without limitation, any
right of reimbursement, exoneration, contribution or indemnification and any
right to participate in any claim or remedy of Lender against either Borrower or
any Insider, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without limitation, the right
to take or receive from either Borrower or any Insider, directly or indirectly,
in cash or other property or by set-off or in any other manner, payment or
security on account of such claim, remedy or right until all Obligations are
indefeasibly paid and/or performed in full for a period of three hundred sixty
six (366) days.

                  (b) If any amount shall be paid to Guarantor in violation of
clause (a) immediately above, such amount shall be held in trust for the benefit
of Lender and shall forthwith be paid to Lender to be credited and applied to
all amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Loan Documents and the Guaranty Documents, or
to be held as collateral for any amounts payable under this Guaranty thereafter
arising. Guarantor acknowledges that Guarantor has and will receive substantial
direct and indirect benefits from the borrowing of the Loan and the consummation
of the transactions contemplated by the Loan Documents and the Guaranty
Documents and that the waiver set forth in clause (a) immediately above is
knowingly made in contemplation of such benefits.

                                       11
<PAGE>

                  (c) As used herein, the term "Guarantor Claims" means all
debts and liabilities of Borrower or any Insider to Guarantor, whether such
debts and liabilities now exist or are hereafter incurred or arise, or whether
such obligations of Borrower or any Insider be direct, contingent, primary,
secondary, several, joint and several, or otherwise, and irrespective of whether
such debts or liabilities be evidenced by note, contract, open account, or
otherwise or of the Person or Persons in whose favor such debts or liabilities
may, at their inception, have been, or may hereafter be created, or the manner
in which they have been or may hereafter be acquired by Guarantor. The Guarantor
Claims shall include, without limitation, all rights and claims of Guarantor
against Borrower (arising as a result of subrogation or otherwise) as a result
of Guarantor's payment of all or a portion of the Guaranty Obligations. Upon the
occurrence of an Event of Default or the occurrence of an event which would,
with the giving of notice or the passage of time, or both, constitute an Event
of Default, and as to which notice has been given by Lender, where required to
be so given under the Loan Documents, Guarantor shall not receive or collect,
directly or indirectly, from Borrower or any other Person any amount upon the
Guarantor Claims.

                  (d) In the event of receivership, bankruptcy, reorganization,
arrangement, debtor's relief, or other insolvency proceedings involving
Guarantor, as debtor, Lender shall have the right to prove its claim in any such
proceeding so as to establish its rights hereunder and receive directly from the
receiver, trustee or other court custodian dividends and payments which would
otherwise be payable upon the Guarantor Claims. Guarantor hereby assigns such
dividends and payments to Lender. Should Lender receive, for application upon
the Guaranty Obligations, any such dividend or payment which is otherwise
payable to Guarantor, and which, as between Borrower or any Insider and
Guarantor, shall constitute a credit upon the Guarantor Claims, then upon
payment to Lender and performance in full of the Obligations, Guarantor shall
become subrogated to the rights of Lender to the extent that such payments to
Lender on the Guarantor Claims have contributed toward the liquidation of the
Obligations, and such subrogation shall be with respect to that proportion of
the Obligations which would have been unpaid if Lender had not received
dividends or payments upon the Guarantor Claims.

                  (e) In the event that, notwithstanding anything to the
contrary in this Guaranty, Guarantor should receive any funds, payment, claim or
distribution which is prohibited by this Guaranty, Guarantor agrees to hold in
trust for Lender an amount equal to the amount of all funds, payments, claims or
distributions so received, and agrees that Guarantor shall have absolutely no
dominion over the amount of such funds, payments, claims or distributions so
received except to pay them promptly to Lender, and Guarantor covenants promptly
to pay the same to Lender.

                  (f) Guarantor agrees that any liens, security interests,
judgment liens, charges or other encumbrances upon Borrower's or any Insider's
assets securing payment of the Guarantor Claims shall be and remain inferior and
subordinate to any liens, security interests, judgment liens, charges or other
encumbrances upon Borrower's or any Insider's assets securing payment of the
Obligations, regardless of whether such encumbrances in favor of Guarantor or
Lender presently exist or are hereafter created or attach. Without the prior
written consent of Lender, Guarantor shall not (i) exercise or enforce any
creditor's right it may have against Borrower or any Insider or (ii) foreclose,


                                       12
<PAGE>

repossess, sequester or otherwise take steps or institute any action or
proceedings (judicial or otherwise, including, without limitation, the
commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
debtor's relief or insolvency proceeding) to enforce any liens, mortgages, deeds
of trust, security interests, collateral rights, judgments or other encumbrances
on assets of Borrower or any Insider held by Guarantor.

         14. Amendment in Writing. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by Guarantor therefrom shall in any
event be effective unless the same shall be in writing and signed by Lender, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

         15. Statute of Limitation. Guarantor acknowledges that the statute of
limitation applicable to this Guaranty shall begin to run only upon Lender's
accrual of a cause of action against Guarantor caused by failure of Guarantor to
honor a demand for payment or performance hereunder made by Lender in writing;
provided, however, that if, subsequent to the demand upon Guarantor, Lender
reaches an agreement with Borrower, Guarantor or any other Person on any terms
causing Lender to forbear in the enforcement of its demand upon Guarantor, the
statute of limitation shall be reinstated and shall run for its full duration
from such time that Lender subsequently makes demand upon Guarantor.

         16. Jurisdiction, Venue, Service of Process. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS GUARANTY SHALL BE BROUGHT, AT LENDER'S OPTION,
IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK. GUARANTOR HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. GUARANTOR IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO EITHER (i) GUARANTOR'S ADDRESS SET
FORTH IN THE INTRODUCTORY PARAGRAPH OF THIS GUARANTY OR (ii) GUARANTOR'S ADDRESS
FOR NOTICES SET FORTH IN SECTION 20 HEREOF, WHICH SERVICE SHALL BE DEEMED
SUFFICIENT FOR PERSONAL JURISDICTION AND SHALL BE DEEMED EFFECTIVE SEVEN (7)
DAYS AFTER MAILING. GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN THE
COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING CONTAINED
HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
GUARANTOR IN ANY OTHER JURISDICTION.

                                       13
<PAGE>

         17. Further Assurances, Etc. Guarantor shall, at its sole cost and
expense, do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered all such further acts and assurances as Lender shall
from time to time reasonably require or deem advisable (a) to effectuate the
intent and purposes of this Guaranty and (b) for the better assuring and
confirming of all of Lender's rights, powers and remedies hereunder, provided
that none of the same shall increase, in other than a de minimis fashion, any of
the obligations of Guarantor under this Guaranty or decrease, in other than a de
minimis fashion, any of the rights of Guarantor under this Guaranty.

         18. Remedies. The obligations of Guarantor under this Guaranty are
independent of Borrower's or any other Person's obligations under the Note and
the other Loan Documents, and a separate action or actions may be brought and
prosecuted against Guarantor to enforce this Guaranty, irrespective of whether
any action is brought against Borrower or any other Person or whether Borrower
or any other Person is joined in any such action or actions. Any one or more
successive and/or concurrent actions may be brought hereon against Guarantor
either in the same action, if any, brought against Borrower or any other Person
or in separate actions, as often as Lender, in its sole discretion, may deem
advisable.

         19. Certified Statement. Guarantor agrees that it shall, at any time
and from time to time, within ten (10) days following request by Lender, execute
and deliver to Lender a statement certifying that this Guaranty is unmodified
and in full force and effect (or if modified, that the same is in full force and
effect as modified and stating such modifications).

         20. Notices. All notices, demands and other communications permitted or
required to be given or furnished hereunder shall be in writing and shall be
given in any manner permitted pursuant to Section 7.6 of the Loan Agreement to
the Person intended to receive the same at the following address(es):


                                    If to Lender, at:

                                    SWH Funding Corp.
                                    Two University Plaza
                                    Hackensack, New Jersey 07601
                                    Attention:  Sanford S. Herrick
                                    Facsimile:  (201) 343-1523



                                       14
<PAGE>

                                    with a copy to:

                                    Solomon and Weinberg LLP
                                    685 Third Avenue, 30th Floor
                                    New York, New York  10017
                                    Attention:    Howard R. Shapiro, Esq.
                                    Facsimile:    (212) 605-0999

                                    If to Guarantor, at:

                                    Cedar Income Fund, Ltd.
                                    44 South Bayles Avenue, Suite 304
                                    Port Washington, New York 11050
                                    Attention:    Brenda J. Walker
                                    Facsimile:    (516) 767-6497

                                    with a copy to:

                                    Cedar Bay Realty Advisors, Inc.
                                    44 South Bayles Avenue, Suite 304
                                    Port Washington, New York 11050
                                    Attention:    Stuart H. Widowski, Esq.
                                    Facsimile:    (516) 767-6497

Any party may change the address to which any such notice, demand or
communication is to be delivered by furnishing ten (10) days written notice of
such change to the other parties in accordance with the provisions of this
Section 20. Notices, demands and communications shall be deemed to have been
given on the date they are actually received; provided, however, that the
inability to deliver the same because of a changed address of which no notice
was given, or rejection or refusal to accept any notice, demand or communication
offered for delivery, shall be deemed to be receipt as of the date of such
inability to deliver or rejection or refusal to accept delivery. Notice for
Lender or Guarantor may be given by their respective counsel.

         21. Successors and/or Assigns. This Guaranty shall inure to the benefit
of and be enforceable by Lender and its assignees, participants and affiliates.
Wherever in this Guaranty reference is made to Lender or Borrower, the same
shall be deemed to refer also to the then assignee of Lender or Borrower.

         22. Governing Law; Waivers.

                  (a) This Guaranty was negotiated, executed and delivered in
the State of New York. This Guaranty shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to the State of New York's principles of conflicts of law, except that it
is the intent and purpose of Lender and Guarantor that the provisions of Section
5-1401 of the General Obligations Law of the State of New York shall apply to
the Guaranty.

                                       15
<PAGE>

                  (b) GUARANTOR EXPRESSLY AND UNCONDITIONALLY WAIVES, IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY LENDER UNDER THIS
GUARANTY ANY AND EVERY RIGHT GUARANTOR MAY HAVE TO (I) A TRIAL BY JURY, (II)
INTERPOSE ANY COUNTERCLAIM THEREIN (EXCEPT FOR ANY COMPULSORY COUNTERCLAIM
WHICH, IF NOT ASSERTED IN SUCH PROCEEDING, WOULD BE WAIVED) AND (III) HAVE THE
SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING.

         23. Severability. In the event that any of the covenants, agreements,
terms or provisions contained in this Guaranty or the application thereof to any
circumstance or to Guarantor shall be invalid or unenforceable in any respect,
the remaining covenants, agreements, terms and provisions contained in this
Guaranty or the application thereof to any circumstances or to Guarantor other
than those as to which any covenant, agreement, term or provision is held
invalid or unenforceable, shall not be affected or prejudiced thereby and each
remaining covenant, agreement, term and provision of this Guaranty shall be
valid and shall be enforceable to the fullest extent permitted by law.

         24. Inapplicability of Nonrecourse Obligations. The Loan Agreement,
Note, the Mortgage and the other Loan Documents may contain provisions which may
limit Lender's remedies against Borrower or any other Person upon a default
(collectively, the "Limited Recourse Provisions"). None of the Limited Recourse
Provisions shall be construed to abrogate or limit the obligations of Guarantor
under this Guaranty.

         25. Payments Free and Clear of Taxes.

                  (a) Any and all payments made by Guarantor under this Guaranty
shall be made free and clear of, and without deduction for, any and all
prospectively enacted taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto (including, without
limitation, penalties, interest, additions to tax and expenses) (all such taxes,
levies, imposts, deductions, charges, withholdings and liabilities being herein
collectively referred to as "Taxes").

                  (b) Guarantor shall pay any prospectively enacted stamp or
documentary taxes, intangible taxes or any other sales, excise or property
taxes, charges or similar levies which arise from any payment made with respect
to this Guaranty, excepting therefrom income taxes and franchise taxes of Lender
(collectively, "Other Taxes").

                  (c) If Guarantor shall be required by any prospectively
enacted law to deduct or withhold any Taxes or Other Taxes from or in respect of
any sum payable hereunder to Lender, then:

                           (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 25) Lender shall
receive an amount equal to the sum Lender would have received had no such
deductions been made;

                                       16
<PAGE>

                           (ii) Guarantor shall make such deductions;

                           (iii) Guarantor shall pay the full amount deducted to
the relevant taxation, or other, authority in accordance with applicable law;
and

                           (iv) within ten (10) days after the date of such
payment, Guarantor shall furnish to Lender the original or a certified copy of a
receipt evidencing such payment.

                  (d) Without prejudice to the survival of any other agreement
or obligation of Guarantor under this Guaranty, the agreements and obligations
of Guarantor under this Section 25 shall survive so long as any relevant
limitations period with respect to any Tax or Other Tax remains open.

         26. Entire Agreement; No Oral Representations Limiting Enforcement,
Loan Agreement, Etc. This Guaranty represents the entire agreement between the
parties concerning the liability of Guarantor for the Guaranty Obligations, and
any oral statements regarding the liability of Guarantor for the Guaranty
Obligations are merged herein. GUARANTOR UNDERSTANDS THAT LENDER INTENDS TO RELY
UPON AND TO ENFORCE THIS GUARANTY AND THAT GUARANTOR MUST NOT RELY UPON OR
BELIEVE THAT LENDER OR ANY TRUSTEE, OFFICER, DIRECTOR, AGENT, EMPLOYEE OR
REPRESENTATIVE OF LENDER IS AUTHORIZED TO MAKE ANY STATEMENT OR REPRESENTATION
TO THE CONTRARY. LENDER HEREBY DISAVOWS ANY SUCH STATEMENT OR REPRESENTATION BY
ANY PERSON. WITHOUT LIMITING THE FOREGOING, GUARANTOR ACKNOWLEDGES LENDER'S
INTENTION TO ENFORCE THIS GUARANTY TO THE FULLEST EXTENT POSSIBLE AND GUARANTOR
ACKNOWLEDGES THAT LENDER HAS MADE NO ORAL STATEMENTS TO GUARANTOR THAT COULD BE
CONSTRUED AS A WAIVER OF LENDER'S RIGHT TO ENFORCE THIS GUARANTY BY ALL
AVAILABLE LEGAL MEANS. Guarantor acknowledges that Guarantor has read the Loan
Agreement, the Note and the other Loan Documents.

         27. Cumulative Remedies. The remedies provided Lender in this Guaranty
are not exclusive of any other remedies that may be available to Lender under
any other document or at law, in equity or otherwise. Guarantor acknowledges and
agrees that it is now, and shall in the future be, impossible to measure
accurately the damages to Lender resulting from a breach of one or more of the
obligations of Guarantor hereunder; that such a breach will cause irreparable
injury to Lender and that Lender has no adequate remedy at law in respect of
such breach and, as a consequence, agrees that such obligations shall be
specifically enforceable against Guarantor upon which a demand for performance
is made by Lender hereunder; and Guarantor hereby waives and shall not assert
any defense based on the denial of any of the foregoing in an action for
specific performance of any of such covenants.

         28. Instrument for Payment of Money Only. Guarantor hereby agrees and
acknowledges that this Guaranty is an instrument for the payment of money only
and hereby consents that Lender, at its sole option, in the event of a default
by Guarantor in the payment of any of the amounts payable by Guarantor
hereunder, shall have the right to bring a motion or action under New York CPLR
Section 3213.

                                       17
<PAGE>

         29. Headings. The captions and headings of the various sections of this
Guaranty are for purposes of reference only and are not to be construed as
confining or limiting in any way the scope or intent of the provisions hereof.

         30. Counterparts. This Guaranty may be executed in any number of
counterparts, each of which shall constitute an original and which, when taken
together, shall constitute but one instrument. All such counterparts will be
deemed to be originals and will together constitute but one and the same
instrument. If more than one guarantor executes this Guaranty, the joint and
several liability of the undersigned shall be unaffected by the failure of any
of the undersigned to execute any or all of the counterparts.

         31. Rule of Construction. This Guaranty shall not be construed more
strictly against a party, solely because this Guaranty may have been prepared by
counsel for such party, it being agreed that each of Lender and Guarantor have
contributed substantially and materially to the preparation of this Guaranty.

         32. Transfer Restriction. Guarantor hereby agrees that, for so long as
there shall remain any Guaranty Obligations outstanding, Guarantor shall not
convey, assign or transfer any of his assets, except (a) in exchange for fair
and full consideration or (b) in the ordinary course of business.

         33. Time of the Essence. Time is of the essence as to Guarantor's
obligations under this Guaranty.

         34. Specific Limitation on Guaranty Obligations. Guarantor and Lender
hereby confirm that it is the intention of Guarantor and Lender that this
Guaranty not constitute a fraudulent transfer or fraudulent conveyance (a
"Fraudulent Conveyance") under the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act or any other debtor relief law (whether statutory, common law,
case law or otherwise) of any jurisdiction whatsoever (collectively, the
"Bankruptcy Laws"). To give effect to the foregoing intention of Guarantor and
Lender, each of such parties hereby irrevocably agrees that the Guaranty
Obligations shall be limited to (but shall not be less than) such maximum amount
as will, after giving effect to the maximum amount of such obligations and all
other liabilities (whether contingent or otherwise) of Guarantor that are
relevant under such Bankruptcy Laws, result in the Guaranty Obligations not
constituting a Fraudulent Conveyance under the Bankruptcy Laws, as of the date
of execution and delivery of this Agreement.




                            [SIGNATURE PAGE FOLLOWS]


                                       18
<PAGE>


         IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty
as of the date first set forth above.

                                   GUARANTOR:

                                   CEDAR INCOME FUND, LTD.,
                                     a Maryland corporation


                                   By:
                                      ---------------------------------
                                        Name:   Brenda J. Walker
                                        Title:  Vice President











                                       19
<PAGE>

                                 ACKNOWLEDGMENT


Within New York:

STATE OF NEW YORK          )
                           )    ss.:
COUNTY OF _________________)


         On the ___ day of October in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared Brenda J. Walker,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that she/he executed the same in her/his capacity, and that
by her/his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


                                                           _____________________
                                                           Notary Public (SEAL)



Outside New York:

STATE OF _______________)

                        )  ss.:
COUNTY OF_______________)


         On the ___ day of October in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared Brenda J. Walker,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that she/he executed the same in her/his capacity, and that
by her/his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the
________________________.

                                                           _____________________
                                                           Notary Public (SEAL)


                                       20
<PAGE>

                                 ACKNOWLEDGMENT


Within New York:

STATE OF NEW YORK          )
                           )    ss.:
COUNTY OF _________________)


         On the ___ day of October in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared
______________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that she/he executed the same in
her/his capacity, and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.

                                                           _____________________
                                                           Notary Public (SEAL)



Outside New York:

STATE OF _______________)

                        )  ss.:
COUNTY OF_______________)



         On the ___ day of October in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared
_________________________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity, and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the ________________________.


                                                           _____________________
                                                           Notary Public (SEAL)


                                       21
<PAGE>


                                 ACKNOWLEDGMENT


Within New York:

STATE OF NEW YORK          )
                           )    ss.:
COUNTY OF _________________)


         On the ___ day of October in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared
______________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that she/he executed the same in
her/his capacity, and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.


                                                           _____________________
                                                           Notary Public (SEAL)



Outside New York:

STATE OF _______________)

                        )  ss.:
COUNTY OF_______________)



         On the ___ day of October in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared
_________________________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity, and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the ________________________.


                                                           _____________________
                                                           Notary Public (SEAL)



                                       22