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<ACCESSION-NUMBER>0000950116-03-000044
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<PERIOD>20021224
<ITEMS>5
<ITEMS>7
<FILING-DATE>20030107
<FILER>
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<CONFORMED-NAME>CEDAR INCOME FUND LTD /MD/
<CIK>0000761648
<ASSIGNED-SIC>6798
<IRS-NUMBER>421241468
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
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<ACT>34
<FILE-NUMBER>000-14510
<FILM-NUMBER>03506577
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>44 SOUTH BAYLES AVENUE
<CITY>PORT WASHINGTON
<STATE>NY
<ZIP>11050
<PHONE>5167676492
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>44 SOUTH BAYLES AVENUE
<CITY>PORT WASHINGTON
<STATE>NY
<ZIP>11050
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<FORMER-CONFORMED-NAME>CEDAR INCOME FUND LTD
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CEDAR INCOME FUND 1 LTD
<DATE-CHANGED>19891010
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>UNI INVEST USA LTD
<DATE-CHANGED>20000407
</FORMER-COMPANY>
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>eightk.txt
<DESCRIPTION>8-K
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)               December 24, 2002


                             CEDAR INCOME FUND, LTD.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



    Maryland                        0-14510                     42-1241468
--------------------------------------------------------------------------------
(State or other                   (Commission                  (IRS Employer
 Jurisdiction of                  File Number)               Identification No.)
 Incorporation)



44 South Bayles Avenue, Port Washington, New York                      11050
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)



Registrant's telephone number, including area code                (516) 767-6492



--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)


<PAGE>



Item 5.   Other Events
------    ------------

Homburg Invest USA Inc. Invests Aggregate of $3 Million in Cedar Income Fund,
Ltd. and Cedar Income Fund Partnership, L.P.

Homburg Invest USA Inc. ("Homburg USA"), a wholly-owned U.S. subsidiary of
Homburg Invest Inc., a real estate company listed on the Toronto (Canada) Stock
Exchange, has purchased on December 24, 2002 for $3 million, 3,300 preferred
units at $909.09 with a liquidation value of $1,000 each and a preferred
distribution rate of 9%, from Cedar Income Fund Partnership, L.P. (the
"Operating Partnership") of which Cedar Income Fund, Ltd. (the "Company"), is
the sole managing general partner. On or shortly after January 1, 2003, 552 of
such preferred units will be converted to 138,000 shares of common stock of the
Company at $3.6363 per share. At the next annual meeting of shareholders, the
Company will seek shareholder approval to issue 137,000 shares of additional
common stock also at $3.6363 per share, at which time 548 preferred units would
be converted by Homburg USA in exchange for the newly-approved common stock.
Also at that meeting, the Company will seek shareholder approval to have the
remaining 2,200 preferred units owned by Homburg USA become ultimately
convertible into common stock of the Company (upon thirty days' notice at
$4.0909 per share). The Operating Partnership may at any time redeem the
preferred units upon sixty days' notice at 120% of liquidation value.

Upon completion of these transactions, if approved by shareholders (it is
expected that affiliates of Homburg USA and Cedar Bay Company will vote their
shares in favor of the arrangements), Homburg USA will own 275,000 shares of new
common stock in addition to the 150,000 shares already owned by Homburg Invest
Inc. (which are expected to be transferred to Homburg USA), or an aggregate of
approximately 43% of the common shares outstanding, assuming no additional
shares are sold, no additional units of the Operating Partnership are converted
and no options or warrants are exercised. If all conversion rights available to
option, warrant and unit holders were exercised, Homburg Invest would own
approximately 26% of all shares outstanding.

In accordance with a certain "standstill" agreement entered into by the Company
and affiliates of Homburg USA, Homburg USA will have a continuing right to
purchase and hold up to 29.9% of the Company's voting stock in the event that
dilution from any source reduces its ownership interest below 29.9%.

Proceeds of the new equity funding from Homburg USA are expected to be used in
part to pay a $2 million payment due in connection with a certain second
mortgage financing incurred by the Company for the purchase of the Camp Hill
Mall (Camp Hill, PA) acquired by the Company in November 2002. That payment is
due on or before April 1, 2003. The remainder of the proceeds is expected to be
used to complete the pending purchase of three Giant supermarket-anchored
shopping center properties located in Newport, Halifax and New Cumberland, PA
and to fund the Company's share of equity in connection with the
previously-announced purchase of land and development of an L.A. Fitness
facility at Fort Washington, PA.

It should be noted that the issue of common stock as well as OP units, and
redeemable convertible preferred OP units of the Operating Partnership, to
Homburg Invest USA Inc., as and when completed, may result in potential
disqualification of the Company as a real estate investment trust ("REIT") in
2003, insofar as Mr. Richard Homburg, directly or indirectly, together with the
four other largest shareholders of the Company, may be deemed to own more than
50% of the value of the stock of the Company. If more than 50% of the stock of
the Company is owned, directly or indirectly, by five or fewer individual
shareholders, at any time during the last six months of the Company's fiscal


                                                                               2
<PAGE>

Item 5.  Other Events
------   ------------

Homburg Invest USA Inc. Invests Aggregate of $3 Million in Cedar Income Fund,
Ltd. and Cedar Income Fund Partnership, L.P. (continued)

year, the Company would fail to meet the relevant shareholding test for
continued REIT status. The loss of REIT status while creating no immediate
income taxes for the Company and its shareholders, would mean, among other
things, that the Company itself would be subject to tax on any net taxable
income (including, upon sale, any built-in gain interest in any asset of the
Company as of the date of such disqualification) and the Company would no longer
be able to designate any (portion of) dividends distributed to shareholders as a
capital gain dividend (generally taxed to shareholders as long-term capital
gain). The Company does not presently expect to have any taxable income during
the taxable year-ended December 31, 2003, and does not contemplate distribution
of any dividends during the year with respect to its common stock. Dividends on
preferred stock are contemplated in accordance with the descriptions above and
perhaps with respect to other preferred stock or units which may be issued from
time to time.

Previous Homburg Transaction

In November 5, 1999, the Company and affiliates of Mr. Homburg entered into a
Subscription Agreement pursuant to which an affiliate of Mr. Homburg acquired
through a private placement, 150,000 shares of common stock of the Company at
$4.50 per share. Also in accordance with that Agreement, Mr. Homburg at that
time was elected Chairman of the Board of Directors of the Company. Mr. Homburg
and his affiliates also at that time entered into a Stockholders' Agreement with
Cedar Bay Company agreeing to hold their shares for a period of not less than
five years and setting forth certain provisions for the orderly sale or other
disposition of shares and other arrangements common to such Stockholders'
Agreements. As certain funding by affiliates of Mr. Homburg did not occur, the
Company, pursuant to the terms of the Subscription Agreement, upon notice given
in August 2000, exercised its right to unwind the entire transaction. Mr.
Homburg, at that time, submitted his resignation as Chairman of the Board and
the Company bought back 150,000 shares of the Company's common stock from Mr.
Homburg's affiliate at $4.50 per share.

Also at or about that time, the Company bought back 100,000 shares in the
aggregate from seven shareholders introduced by Mr. Homburg to the Company at a
price of $4.60 per share.

The 150,000 shares of the Company's common stock originally held by Uni-Invest
Holdings (USA) B.V., a Netherlands affiliate of Mr. Homburg, were subsequently
transferred to Uni-Invest Holdings Canada Ltd., a Canadian company affiliated
with Mr. Homburg, by the Netherlands company. That Canadian company, in turn,
through a merger and change of name became Homburg Invest Inc., a real estate
company now listed on the Toronto Stock Exchange. Mr. Homburg presently owns
approximately 62% of Homburg Invest Inc.



                                                                               3
<PAGE>


Item 5.   Other Events
------    ------------

Richard Homburg Elected Director

Richard Homburg (53), who is Chairman and CEO of Homburg Invest Inc. and of
Homburg USA Inc., was elected to the Board of Directors of the Company, to hold
such position until the next Annual Meeting of Shareholders, at which time he
will stand for election by the shareholders for a full term. He joins Frank
Matheson, who is CEO of Homburg Canada Incorporated, as members of the Board
representing Homburg Invest Inc. and Homburg USA. Mr. Homburg is a Canadian
citizen, resident in the Netherlands and Canada, and until November 2002, was
Chairman and Chief Executive Officer of Uni-Invest N.V., a publicly-traded real
estate fund organized in the Netherlands and listed on the Amsterdam Stock
Exchange. Uni-Invest N.V., of which Mr. Homburg acquired control in 1991, grew
from approximately $90 million in assets in 1991 to an asset value of
approximately $2 billion in 2002. Mr. Homburg sold his shares in Uni-Invest,
N.V., including his "control" shares, to a group headed by affiliates of Lehman
Brothers in November of 2002.

Mr. Homburg and his family also control the Homburg Uni-Corp Group of Companies
which owns certain commercial, office, retail, warehouse and residential
properties in certain western states of the U.S. and Canada.

Mr. Homburg also recently acquired in 2002, control of another publicly-traded
company listed on the Amsterdam Stock Exchange (Nederlandse Elevator
Maatschappij, N.V.).

The materials contained herein include summaries prepared by management of
written agreements with respect to the transactions described. Such summaries
are intended to reflect and describe the terms and provisions of the various
agreements with respect to such transactions and are subject in each case to the
terms and provisions of the underlying agreements, where applicable, filed
together with this report.

The foregoing discussions prepared by management of the Company may contain
certain forward-looking statements within the meaning of the Securities Acts
with respect to the Company's expectations for future periods. Although the
Company believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, the actual results may differ
materially from those set forth in such forward-looking statements; the Company
can give no assurances that its expectations will in fact be achieved.



                                                                               4

<PAGE>

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
------    ------------------------------------------------------------------

    (c)   Exhibits

    The following exhibits are included herein:

    (10.1)  Subscription Agreement dated as of December 18, 2002, by and between
            Cedar Income Fund, Ltd. and Homburg Invest USA Inc.;
    (10.2)  Cedar Income Fund Partnership, L.P. Designation of the Voting
            Powers, Designations, Preferences and Relative, Participating,
            Optional or other Special Rights and Qualifications, Limitations or
            Restrictions of the Series 'A' Preferred Partnership Units; and
    (99.1)  Press Release issued by Cedar Income Fund, Ltd., regarding Homburg
            Transaction and Related Matters, dated December 27, 2002.









                                                                               5
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         CEDAR INCOME FUND, LTD.


                                         By: /s/ Leo S. Ullman
                                             -----------------------------------
                                             Leo S. Ullman
                                             Chairman


Dated: January 7, 2003







                                                                               6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>


                             SUBSCRIPTION AGREEMENT
                             ----------------------

         Subscription Agreement dated as of the 18th day of December, 2002,
by and between Cedar Income Fund, Ltd., a Maryland corporation (the "Company"),
and Homburg Invest USA Inc., a Colorado corporation (the "Subscriber").

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

         WHEREAS, the Company desires to issue and sell to the Subscriber
preferred units (the "Preferred Units") in Cedar Income Fund Partnership, L.P.
(the "Partnership"), and the Subscriber desires to purchase the Preferred Units
from the Company;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereby agree as follows:

                                   ARTICLE I

                                  SUBSCRIPTION
                                  ------------

         1.1 Subscription. Subject to the terms and conditions set forth herein,
the Company hereby agrees to issue and sell to the Subscriber, and the
Subscriber hereby agrees to subscribe for and purchase from the Company, on the
Closing Date set forth in Article IV, 3,300 Preferred Units at a purchase price
of $909.09 per Preferred Unit. On January 2, 2003, the Subscriber will convert
552 Preferred Units into 138,000 shares of Common Stock of the Company (the
"Shares").

         1.2 Purchase Price. The purchase price payable by the Subscriber
hereunder will be paid by the Subscriber to the Company on the Closing Date by
means of a wire transfer to an account and depository designated by the Company.

         1.3 Delivery of Shares. As promptly as practicable after January 2,
2003, the Company shall deliver to the Subscriber stock certificates
representing the 138,000 shares of Common Stock.

         1.4 Terms of Preferred Units. The Preferred Units shall have the
rights, preferences and designations set forth on Exhibit A attached hereto.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         The Subscriber hereby represents, warrants, acknowledges and agrees
with the Company as follows:

         2.1 Investment Intent. The Subscriber is acquiring the Shares and
Preferred Units for its own account, for investment purposes only, and not with
a view to, or in connection with, any resale or other distribution of such
Shares or Preferred Units.



<PAGE>

         2.2 No Registration under Federal or State Securities Laws. The
Subscriber acknowledges that the Shares and Preferred Units have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any state by reason of a specific exemption or
exemptions from registration under the Securities Act and applicable state
securities laws, and that the Company's reliance on such exemptions is
predicated on the accuracy and completeness of the Subscriber's representations,
warranties, acknowledgments and agreements herein. Accordingly, the Shares and
Preferred Units may not be offered, sold, transferred, pledged or otherwise
disposed of by the Subscriber without an effective registration statement under
the Securities Act and any applicable state securities laws or an opinion of
counsel acceptable to the Company that the proposed transaction will be exempt
from registration. The Subscriber acknowledges that the Company is not required
to register the Shares and Preferred Units under the Securities Act or any
applicable state securities laws or to make any exemption from registration
available. The Subscriber understands that the Shares and Preferred Units will
bear legends substantially to the effect of the following:

                  "The securities represented by this certificate have not been
         registered under the Securities Act of 1933, as amended (the "Act"), or
         the securities laws of any state. The securities may not be offered,
         sold, transferred, pledged or otherwise disposed of without an
         effective registration statement under the Act and under any applicable
         state securities laws, receipt of a no-action letter issued by the
         Securities and Exchange Commission (together with either registration
         or an exemption under applicable state securities laws) or an opinion
         of counsel acceptable to the Company that the proposed transaction will
         be exempt from registration under the Act and applicable state
         securities laws.

                  "The shares evidenced by this certificate are subject to, and
         may be sold, transferred or otherwise disposed of only upon compliance
         with, the terms and the provisions of a certain Agreement between
         Richard Homburg, Homburg Invest Inc. and Cedar Income Fund, Ltd., a
         copy of which is on file and may be examined at the office of the
         Secretary of Cedar Income Fund, Ltd."

and that the Company will place a stop order against the transfer of the
certificates representing the Shares and Preferred Units and refuse to effect
any transfers thereof in the absence of satisfying the conditions contained in
the foregoing legend.

         2.3 Investment Experience. The Subscriber has such knowledge and
experience in financial and business matters that the Subscriber is capable of
evaluating the merits and risks of its investment in the Company and of
protecting its own interests in connection therewith. The Subscriber is an
"accredited investor" within the meaning of Rule 501(a) promulgated under the
Securities Act.

         2.4 Access to Information. The Subscriber has had the opportunity to
review all documents and information which the Subscriber has requested
concerning its investment in the Company. The Subscriber has had the opportunity
to ask questions of the Company's management, which questions were answered to
its satisfaction.

                                       2

<PAGE>

         2.5 Investment Risks. The Subscriber acknowledges that an investment in
the Company involves substantial risks. The Subscriber is able to bear the
economic risk of its investment for an indefinite period of time.

         2.6 Commissions and Advertising. The Subscriber has not paid or given
any commission or other remuneration in connection with the purchase of the
Shares or Preferred Units. The Subscriber has not received any public media
advertisements and has not been solicited by any form of mass mailing
solicitation.

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

         The Company hereby represents and warrants to the Subscriber as
follows:

         3.1 Due Organization. The Company is duly organized, validly existing
and in good standing under the laws of the State of Maryland.

         3.2 Proceedings. All proceedings required to be taken by or on the part
of the Company to authorize it to carry out this Agreement have been duly and
properly taken, subject to the Company obtaining any approval as set forth in
Section 6.1 and Section 7.1.

         3.3 Valid Issuance. All of the Shares and Preferred Units, when
delivered in accordance with the terms of this Agreement, will be validly issued
and outstanding, fully paid and nonassessable.

         3.4 No Violations. Neither the execution and delivery of this Agreement
nor the carrying out of the transactions contemplated hereby will result in
violation of, or be in conflict with, the organizational documents of the
Company or any agreement or indenture of any kind, order, rule, regulation,
writ, injunction or decree of any court, administrative agency or governmental
body to which the Company is subject or by which it is bound.

         3.5 SEC Reports. The Company has made available to the Subscriber its
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and its
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2002,
June 30, 2002 and September 30, 2002. Such reports, when filed, did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

                                   ARTICLE IV

                                  CLOSING DATE
                                  ------------

         4.1 Closing Date. The closing (the "Closing") of the transactions
contemplated hereby shall take place at the offices of Stroock & Stroock & Lavan
LLP, 180 Maiden Lane, New York, New York 10038 at 10:00 a.m. on the date hereof
(the "Closing Date") or at such other time, place or date as the parties may
agree.

                                       3

<PAGE>

                                   ARTICLE V

                        CLOSING CONDITIONS OF SUBSCRIBER
                        --------------------------------

         The obligations of the Subscriber under this Agreement are subject to
the satisfaction of the following conditions on or prior to the Closing Date,
any of which may be waived in whole or in part by the Subscriber.

         5.1 Director. Richard Homburg shall have been appointed as a director
of the Company.

         5.2 Amendment to Agreement. Effective the Closing Date, the Agreement
dated January 18, 2002 among the Company, Homburg Invest Inc. (the
"Shareholder") and Richard Homburg (the "Standstill Agreement") is hereby
amended to provide that the references in Section 1(a) to 29.9% shall not apply
to the Shares issued pursuant to this Agreement or to the Common Stock which may
be issuable upon conversion of the Preferred Units issued pursuant to this
Agreement (collectively, the "New Equity") and the 29.9% number shall be
increased to reflect the issuance of the New Equity. If the ownership of the
Shareholder and/or Subscriber is reduced at any time and from time to time below
the percentage owned after giving effect to the New Equity, the Shareholder
and/or the Subscriber shall remain at such reduced ownership percentage;
provided, however, that the Shareholder and/or Subscriber shall at all times be
entitled to maintain up to a 29.9% ownership interest. Except as amended hereby,
the Standstill Agreement remains unmodified and in full force and effect.

                                   ARTICLE VI

                        CLOSING CONDITIONS OF THE COMPANY
                        ---------------------------------

         The obligations of the Company under this Agreement are subject to the
satisfaction of the following conditions on or prior to the Closing Date, any of
which may be waived in whole or in part by the Company:

         6.1 Board Approval. The Board of Directors of the Company shall have
approved this Agreement.

         6.2 Amendment to Standstill Agreement. The Standstill Agreement shall
have been amended as set forth in Section 5.2.

                                  ARTICLE VII

                             Post Closing Covenants
                             ----------------------

         7.1 Shareholder Approval. At the next annual meeting of shareholders of
the Company, the Company shall seek approval of its shareholders so as to enable
the Company to issue to the Subscriber 137,000 additional Shares at a purchase
price of $3.6363 per share and to cause 548 of the Preferred Units to be
redeemed at their purchase price, with the balance of the 2,200 Preferred Units
to become convertible at any time in whole or in part by the holder upon not
less than 30 days prior written notice into shares of Common Stock of the
Company at a conversion price of $4.0909 per share and otherwise to contain the
same provisions as in Exhibit A attached hereto.

                                       4

<PAGE>

         7.2 Agreement of Major Shareholders. Each of Cedar Bay Company, Homburg
Invest USA Inc. and Richard Homburg hereby agrees to vote all its shares of
Common Stock of the Company in favor of the proposal set forth in Section 7.1

                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

         8.1 Entire Understanding. This Subscription Agreement states the entire
understanding between the parties with respect to the subject matter hereof, and
supersedes all prior oral and written communications and agreements, and all
contemporaneous oral communications and agreements, with respect to the subject
matter hereof.

         8.2 Parties in Interest. This Subscription Agreement shall bind,
benefit, and be enforceable by and against each party hereto and its successors,
assigns, heirs, administrators and executors.

         8.3 Severability. If any provision of this Subscription Agreement is
construed to be invalid, illegal or unenforceable, then the remaining provisions
hereof shall not be affected thereby and shall be enforceable without regard
thereto.

         8.4 Section Headings. Article and section headings in this Subscription
Agreement are for convenience of reference only, do not constitute a part of
this Subscription Agreement, and shall not affect its interpretation. 8.5
Expenses. Subscriber, on the one hand, and the Company, on the other hand,
represent and warrant to each other that no brokerage commission or finder's
fees have been incurred in connection with the sale of the Shares to the
Subscriber. All fees and expenses incurred by any party in connection with this
Subscription Agreement will be borne by such party.

         8.6 Counterparts. This Subscription Agreement may be executed
simultaneously in several counterparts and by facsimile, each of which will be
deemed to be an original, but all of which together will constitute one and the
same instrument.

         8.7 Notices. All notices hereunder shall be in writing and shall be
deemed to have been given at the time when hand delivered, when received if sent
by telecopier or by same day or overnight recognized commercial courier service,
or three days after mailed by registered or certified mail, addressed to the
address below stated of the party to which notice is given, or to such changed
address as such party may have fixed by notice:

                                       5

<PAGE>

         To the Company:

                                 Cedar Income Fund, Ltd.
                                 44 South Bayles Avenue
                                 Port Washington, New York 11050
                                 Attention:  Leo S. Ullman
         To Subscriber:
                                 Homburg Invest USA Inc.
                                 11 Akerley Boulevard
                                 Dartmouth, Nova Scotia
                                 Canada B3B 1J7

provided, however, that any notice of change of address shall be effective only
upon receipt.

         8.8 Controlling Law. THIS SUBSCRIPTION AGREEMENT IS MADE UNDER, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

                                       6

<PAGE>


         IN WITNESS WHEREOF, the Subscriber and the Company have executed this
Subscription Agreement as of the date first written above.

                                          Homburg Invest USA Inc.


                                          By: /s/ Richard Homburg
                                              ----------------------------------
                                              Richard Homburg

                                          Cedar Income Fund, Ltd.


                                          By: /s/ Leo S. Ullman
                                              ----------------------------------
                                              Leo S. Ullman

Sections 5.2 and 7.2 are hereby agreed to:



/s/ Richard Homburg
-----------------------------
Richard Homburg


Section 7.2 is hereby agreed to:

Cedar Bay Company

By: /s/ Leo S. Ullman
    -------------------------
    Leo S. Ullman

                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>



                                                                       EXHIBIT A



                       CEDAR INCOME FUND PARTNERSHIP, L.P.

         DESIGNATION OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND
          RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND
                   QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS

                                     OF THE

                      SERIES A PREFERRED PARTNERSHIP UNITS



         The following are the terms of the Series A Preferred Partnership
Units:

         (a) NUMBER. The maximum number of authorized Series A Preferred
Partnership Units shall be 3,300.

         (b) RELATIVE SENIORITY. In respect of rights to receive quarterly
distributions and to participate in distributions of payments in the event of
any liquidation, dissolution or winding up of the Partnership, the Series A
Preferred Partnership Units shall rank senior to the Common Partnership Units
and any other class or series of Partnership Units of the Partnership ranking,
as to quarterly distributions and upon liquidation, junior to the Series A
Preferred Partnership Units (collectively, "Junior Partnership Units") and on a
parity with all other Preferred Partnership Units of the Partnership which are
not by their terms Junior Partnership Units.

         (c) QUARTERLY DISTRIBUTIONS.

                  (1) The holder of the outstanding Series A Preferred
Partnership Units shall be entitled to receive, when as and if declared by the
Partnership out of any funds legally available therefor, distributions at the
rate of $90.00 per Series A Preferred Partnership Unit per year, payable in
arrears in equal amounts of $22.50 per unit quarterly in cash on the 15th day of
each March, June, September and December or, if not a Business Day (as
hereinafter defined), the next succeeding Business Day (each such day being
hereinafter called a "Distribution Date" and each period ending on the calendar
day preceding a Distribution Date being hereinafter called a "Distribution
Period"). Distributions shall be payable to holders of record as they appear in
the records of the Partnership at the close of business on the applicable record
date (a "Record Date"), which shall be the 1st day of the calendar month in
which the applicable Distribution Date falls on or such other date designated by
the Partnership for the payment of distributions that is not more than 30 nor
less than 10 days prior to such Distribution Date. The amount of any
distribution payable for any Distribution Period shorter than a full
Distribution Period shall be computed on the basis of a 360-day year of twelve
30-day months.

                  "Business Day" shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
in The City of New York are authorized or required by law, regulation or
executive order to close.



<PAGE>

         (d) LIQUIDATION RIGHTS.

                  (1) Upon the voluntary or involuntary dissolution, liquidation
or winding up of the Partnership (a "liquidation"), the holder of the Series A
Preferred Partnership Units then outstanding, shall be entitled to receive in
cash or property (at its fair market value determined by the General Partner)
and to be paid out of the assets of the Partnership available for distribution
to its partners, before any payment or distribution shall be made on any Junior
Partnership Units, the amount of $1,000.00 per Series A Preferred Partnership
Unit.

                  (2) After the payment to the holder of the Series A Preferred
Partnership Units of the full liquidation amounts provided for herein, the
holder of the Series A Preferred Partnership Units as such, shall have no right
or claim to any of the remaining assets of the Partnership.

                  (3) If, upon any voluntary or involuntary dissolution,
liquidation, or winding up of the Partnership, the amounts payable with respect
to the preference distributions on the Series A Preferred Partnership Units and
the Preferred Partnership Units of the Partnership ranking, as to any
liquidation rights, on a parity with the Series A Preferred Partnership Units
are not paid in full, the holders of the Series A Preferred Partnership Units
and any other Preferred Partnership Units ranking, as to liquidation rights, on
a parity with the Series A Preferred Partnership Units shall share ratably in
any such distribution of assets of the Partnership in proportion to the full
respective preference amounts to which they would otherwise be respectively
entitled.

                  (4) Neither the sale, lease or conveyance of all or
substantially all of the property or business of the Partnership, nor the merger
or consolidation of the Partnership into or with any other entity or the merger
or consolidation of any other entity into or with the Partnership, shall be
deemed to be a dissolution, liquidation or winding up, voluntary or involuntary,
for the purposes hereof.

         (e) OPTIONAL REDEMPTION.

                  (1) The Partnership may, at its option (subject to the
provisions of this paragraph (e)), redeem at any time and from time to time, in
whole or in part, the Series A Preferred Partnership Units at a price per unit
(the "Redemption Price"), payable in cash, of $1,200.00 per Unit, on the date
fixed for redemption (the "Redemption Date"), without interest. The Series A
Preferred Partnership Units have no stated maturity and will not be subject to
any sinking fund or mandatory redemption provisions.


                  (2) Notice of redemption will be mailed by the Partnership,
postage prepaid, not less than 30 nor more than 60 days prior to the Redemption
Date, addressed to each holder of record of the Series A Preferred Partnership
Units to be redeemed at the address set forth in the transfer records of the
Partnership. No failure to give such notice or any defect therein or in the
mailing thereof shall affect the validity of the proceedings for the redemption
of any Series A Preferred Partnership Units except as to the holder to whom the

                                      -2-

<PAGE>

Partnership has failed to give notice or except as to the holder to whom notice
was defective. In addition to any information required by law or by the
applicable rules of any exchange upon which Series A Preferred Partnership Units
may be listed or admitted to trading, such notice shall state: (a) the
Redemption Date; (b) the Redemption Price; (c) the number of Series A Preferred
Partnership Units to be redeemed; and (d) the place or places where the Series A
Preferred Partnership Units to be redeemed are to be surrendered for payment of
the Redemption Price.

                  (3) If notice has been mailed in accordance with paragraph
(e)(2) above and provided that on or before the Redemption Date specified in
such notice all funds necessary for such redemption shall have been irrevocably
set aside by the Partnership, separate and apart from its other funds, in trust
for the pro rata benefit of the holders of the Series A Preferred Partnership
Units so called for redemption, so as to be, and to continue to be available
therefor, then, from and after the Redemption Date, distributions on the Series
A Preferred Partnership Units so called for redemption shall cease, and said
units shall no longer be deemed to be outstanding and shall not have the status
of Series A Preferred Partnership Units and all rights of the holders thereof as
partners of the Partnership (except the right to receive the Redemption Price)
shall cease. Upon surrender, in accordance with such notice, of the Series A
Preferred Partnership Units so redeemed (properly endorsed or assigned for
transfer, if the Partnership shall so require and the notice shall so state),
such Series A Preferred Partnership Units shall be redeemed by the Partnership
at the Redemption Price.

                  (4) Any funds deposited with a bank or trust company for the
purpose of redeeming Series A Preferred Partnership Units shall be irrevocable
except that:

                                    (a) the Partnership shall be entitled to
receive from such bank or trust company the interest or other earnings, if any,
earned on any money so deposited in trust, and the holders of any Series A
Preferred Partnership Units redeemed shall have no claim to such interest or
other earnings; and

                                    (b) any balance of monies so deposited by
the Partnership and unclaimed by the holders of the Series A Preferred
Partnership Units entitled thereto at the expiration of two years from the
applicable Redemption Date shall be repaid, together with any interest or other
earnings earned thereon, to the Partnership, and after any such repayment, the
holders of the Series A Preferred Partnership Units entitled to the funds so
repaid to the Partnership shall look only to the Partnership for payment without
interest or other earnings.

                  (5) In case of redemption of less than all Series A Preferred
Partnership Units at the time outstanding, the Series A Preferred Partnership
Units to be redeemed shall be selected pro rata from the holders of record of
such Series A Preferred Partnership Units in proportion to the number of Series
A Preferred Partnership Units held by such holders (with adjustments to avoid
redemption of fractional shares) or by any other equitable method determined by
the Partnership.

                                      -3-

<PAGE>

                  (f) VOTING RIGHTS. Except as required by law, and as set forth
below, the holders of the Series A Preferred Partnership Units shall not be
entitled to vote at any meeting of the Partnership or Cedar Income Fund Ltd.
(the "Corporation") or for any other purpose or otherwise to participate in any
action taken by the Partnership or the Corporation or the partners or
shareholders thereof, or to receive notice of any meeting of the Partnership or
Corporation.

                           (1) So long as any Series A Preferred Partnership
Units remain outstanding, neither the Partnership nor the Corporation will,
without the affirmative vote or consent of the holders of at least a majority of
the Series A Preferred Partnership Units outstanding at the time, given in
person, by proxy, or written consent, either in writing or at a meeting (voting
separately as a class), amend, alter or repeal the provisions of the
Partnership's Agreement of Limited Partnership or the Articles of Incorporation
of the Corporation, whether by merger, consolidation or otherwise (an "Event"),
so as to materially and adversely affect any right, preference, privilege or
voting power of the Series A Preferred Partnership Units or the holders thereof;
provided, however, with respect to the occurrence of any of such Events, so long
as the Series A Preferred Partnership Units remain outstanding with the terms
thereof materially unchanged, taking into account that upon the occurrence of an
Event, the Partnership or the Corporation may not be the surviving entity, the
occurrence of any such Event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting power of holders of Series
A Preferred Partnership Units.

                           (2) In the event the distributions payable hereunder
are in arrears for a period of more than 90 days, the holders of Series A
Preferred Partnership Units shall have the right to vote, together with the
Common Stock of the Corporation, on all matters on which the holders of Common
Stock shall have the right to vote. The holders of Series A Preferred
Partnership Units shall have the right to cast one vote for each share of Common
Stock into which each Series A Preferred Partnership Units is convertible.

                           (3) The voting provisions contained in paragraphs (1)
and (2) above will not apply if, at or prior to the time when the act with
respect to which such vote or consent would otherwise be required shall be
effected, all outstanding Series A Preferred Partnership Units shall have been
redeemed or called for redemption and sufficient funds shall have been deposited
in trust to effect such redemption.

                           (4) On each matter submitted to a vote of the holders
of Series A Preferred Partnership Units in accordance with this paragraph (f),
or as otherwise required by law, each Series A Preferred Partnership Unit shall
be entitled to 222.22 votes. With respect to each Series A Preferred Partnership
Unit, the holder thereof may designate a proxy, with each such proxy having the
right to vote on behalf of the holder.

                  (g) CONVERSION. (1) Prior to approval by the stockholders of
the Corporation, the Series A Preferred Partnership Units are not convertible
into or exchangeable for any other property or securities of the Partnership or
Corporation. After approval by the stockholders of the Corporation, the holders
of Series A Preferred Partnership Units shall have the right at any time and
from time to time in whole or in part upon at least 30 days prior written notice
to the Corporation, to convert the Series A Preferred Partnership Units into
Common Stock of the Corporation at a conversion price of $4.0909 per share, with
the number of shares of Common Stock issuable upon conversion of each Series A
Preferred Partnership Unit equal to $909.09 divided by $4.0909 or 222.22 shares.

                                      -4-

<PAGE>

                  (2) If the Corporation shall subdivide the outstanding shares
of Common Stock, or combine the outstanding shares of Common Stock into a
greater number of shares of Common Stock, or combine the outstanding shares of
Common Stock into a lesser number of shares, or issue by reclassification of its
shares of Common Stock any shares of the Corporation, the applicable conversion
price in effect immediately prior thereto shall be adjusted so that the holders
of Series A Preferred Partnership Units thereafter surrendered for conversion
shall be entitled to receive the number of shares of Common Stock which such
holder would have owned or been entitled to receive after the happening of any
of the events described above if such Series A Preferred Partnership Units had
been converted immediately prior to the happening of such event on the day upon
which such subdivision, combination or reclassification, as the case may be,
becomes effective. In case of the redemption of Series A Preferred Partnership
Units, the right of conversion shall terminate as to the shares to be redeemed
at the close of business two days preceding the date fixed for redemption. When
Series A Preferred Partnership Units are converted, all distributions accrued
and unpaid shall be cancelled and not paid.

         (h) TRANSFER RESTRICTIONS.

                  The Series A Preferred Partnership Units shall be subject to
all the provisions of the Partnership Agreement, including all restrictions on
transfers of Partnership Units.

                                      -5-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exh99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                             CEDAR INCOME FUND, LTD.
                          44 South Bayles Avenue, #304
                         Port Washington, New York 11050

                                                      Contact:  Leo S. Ullman
                                                                President
                                                                (516) 767-6492

FOR IMMEDIATE RELEASE
=====================

CEDAR INCOME FUND SHAREHOLDER INVESTS ADDITIONAL $3 MILLION;
------------------------------------------------------------
RICHARD HOMBURG ELECTED DIRECTOR
--------------------------------

Port Washington, New York - December 27, 2002 - Cedar Income Fund, Ltd., a real
estate investment trust listed on the NASDAQ Small Cap Market (the "Company"),
today announced that Homburg Invest USA Inc. ("Homburg USA"), a wholly-owned
U.S. subsidiary of Homburg Invest Inc., a real estate company listed on the
Toronto (Canada) Stock Exchange has purchased for $3 million, 3,300 preferred
units at $909.09 with a par value of $1,000 each, of Cedar Income Fund
Partnership, L.P., the Operating Partnership of which the Company is the sole
managing general partner. On or shortly after January 1, 2003, 552 of such
preferred units will be converted to 138,000 shares of common stock of the
Company. At the next annual meeting of shareholders, the Company will seek
shareholder approval to issue 137,000 shares of additional common stock at
$3.6363 per share, at which time another 548 preferred units would be converted
by Homburg USA in exchange for the newly-approved common stock. Also at that
meeting, the Company will seek shareholder approval to have the remaining 2,200
preferred units owned by Homburg USA become ultimately convertible into stock of
the Company (upon thirty days' notice at $4.0909 per share). The Operating
Partnership may at any time redeem the preferred units upon sixty days' notice
at 120% of par value.

Upon completion of these transactions, if approved by shareholders (it is
expected that affiliates of Homburg USA and Cedar Bay Company will vote their
shares in favor of the approval of the arrangements), Homburg USA will own
275,000 shares of new common stock in addition to the 150,000 shares already
owned by Homburg Invest Inc., which are expected to be transferred to Homburg
USA, or approximately 43% of the common shares outstanding, assuming no
additional shares are sold, no additional units of the Operating Partnership are
converted and no options or warrants are exercised. If all conversion rights
available to option, warrant and unit holders were exercised, Homburg Invest
would own approximately 26% of all shares outstanding.

In accordance with a certain "standstill" agreement entered into by the Company
and affiliates of Homburg USA, Homburg USA will have a continuing right to
purchase and hold up to 29.9% of the Company's voting stock in the event that
dilution from any source reduces its ownership interest below 29.9%.

Richard Homburg (53), who is Chairman and CEO of Homburg Invest Inc. and of
Homburg USA Inc., was elected to the Board of Directors of the Company, to hold
such position until the next Annual Meeting of Shareholders, at which time he
will stand for election by the shareholders for a full term. He joins Frank
Matheson, who is CEO of Homburg Canada Incorporated, as members of the Board
representing Homburg Invest Inc. and Homburg USA. Mr. Homburg is a Canadian
citizen, resident in the Netherlands and Canada, and until November 2002, was
Chairman and Chief Executive Officer of Uni-Invest N.V., a publicly-traded real
estate fund organized in the Netherlands and listed on the Amsterdam Stock
Exchange. Uni-Invest N.V., of which Mr. Homburg acquired control in 1991, grew
from approximately $90 million in assets in 1991 to an asset value of
approximately $2 billion in 2002. Mr. Homburg sold his shares in Uni-Invest,
N.V., including his "control" shares, to a group headed by affiliates of Lehman
Brothers in November of 2002.


<PAGE>

Mr. Homburg and his family also control the Homburg Uni-Corp Group of Companies
which owns certain commercial, office, retail, warehouse and residential
properties in certain western states of the U.S. and Canada.

Mr. Homburg also recently acquired in 2002, control of another publicly-traded
company listed on the Amsterdam Stock Exchange (Nederlandse Elevator
Maatschappij, N.V.).

In November 5, 1999, the Company and affiliates of Mr. Homburg entered into a
Subscription Agreement pursuant to which an affiliate of Mr. Homburg acquired
through a private placement, 150,000 shares of common stock of the Company at
$4.50 per share. Also in accordance with that Agreement, Mr. Homburg at that
time was elected Chairman of the Board of Directors of the Company. Mr. Homburg
and his affiliates also at that time entered into a Stockholders' Agreement with
Cedar Bay Company agreeing to hold their shares for a period of not less than
five years and setting forth certain provisions for the orderly sale or other
disposition of shares and other arrangements common to such Stockholders'
Agreements. As certain funding by affiliates of Mr. Homburg did not occur, the
Company, pursuant to the terms of the Subscription Agreement, upon notice given
in August 2000, exercised its right to unwind the entire transaction. Mr.
Homburg, at that time, submitted his resignation as Chairman of the Board and
the Company bought back 150,000 shares of the Company's common stock from Mr.
Homburg's affiliate.

Proceeds of the new equity funding from Homburg USA are expected to be used in
part to pay a $2 million payment due in connection with a certain second
mortgage financing incurred by the Company for the purchase of the Camp Hill
Mall (Camp Hill, PA) acquired by the Company in November 2002. That payment is
due on or before April 1, 2003. The remainder of the proceeds is expected to be
used to complete the pending purchase of three Giant supermarket-anchored
shopping center properties located in Newport, Halifax and New Cumberland, PA
and to fund the Company's share of equity in connection with the
previously-announced purchase of land and development of an L.A. Fitness
facility at Fort Washington, PA.

The foregoing discussions prepared by management of the Company may contain
certain forward-looking statements within the meaning of the Securities Acts
with respect to the Company's expectations for future periods. Although the
Company believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, the actual results may differ
materially from those set forth in such forward-looking statements; the Company
can give no assurances that its expectations will in fact be achieved.

Cedar Income Fund, Ltd. is a real estate investment trust administered by Cedar
Bay Realty Advisors, Inc., Port Washington, New York. Shares of Cedar Income
Fund, Ltd. are traded on the NASDAQ (Small Cap) Stock Market under the symbol
"CEDR".



</TEXT>
</DOCUMENT>
</SUBMISSION>
