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                      AGREEMENT FOR THE SALE OF REAL ESTATE
                      -------------------------------------

         This AGREEMENT FOR THE SALE OF REAL ESTATE, hereinafter, "Agreement",
is made this ______ day of August, 2002, by and between CEDAR INCOME FUND
PARTNERSHIP, L.P., a limited partnership organized and existing under the laws
of the State of Delaware having a principal place of business located at 44
South Bayles Avenue, Port Washington, New York, 11050, hereinafter referred to
as "Buyer", and CALDWELL DEVELOPMENT, INC., a Pennsylvania corporation, having a
principal place of business located at 434 North Front Street, Wormleysburg,
Cumberland County, Pennsylvania 17043, hereinafter referred to as "Seller".

                              W I T N E S S E T H:

         WHEREAS, Seller owns a tract of land upon which it has erected a Giant
supermarket- anchored shopping center of approximately 11.99 acres, more or
less, located in Howe Township, Perry County, Pennsylvania, having an address of
Newport Plaza, Route 34 & US 322, Newport, Pennsylvania, and bearing Perry
County Tax Assessment Parcel No. 080 047.00-044.001; 080 047.00-044.042 (1st
Bank of Newport); and 080,047.00-044.044 (McDonald's); and

         WHEREAS, Buyer, subject to the requisites, conditions and terms as set
forth in this Agreement, desires to purchase said real estate and the parties do
wish, therefore, to set forth the actual terms of purchase as hereinafter
provided.

         NOW, THEREFORE, Buyer and Seller, each intending to be legally bound
hereby, do covenant and agree as follows:

         1.       PROPERTY.

         Seller agrees to sell, and Buyer agrees to buy, all of the following
(collectively, the "Property"):

          a. A certain tract of land upon which Seller has erected a Giant
supermarket-anchored shopping center of approximately 11.99 acres, more or less,
located in Howe Township, Perry County, Pennsylvania, and bearing Perry County
Tax Assessment Parcel No. 080 047.00-044.001; 080 047.00-044.042 (1st Bank of
Newport); and 080,047.00-044.044 (McDonald's), (hereinafter, the "Premises").
The Premises does include any buildings, improvements, privileges, rights,
including development rights and governmental approvals, easements and
appurtenances thereunto belonging and all of Seller's right, title and interest,
if any, in and to the land lying within any street, alley, roadway or property
adjoining the Premises;



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         b. The Seller's interest in the leases, and the rents due thereon
(together with all security deposits, and Seller's rights, to the extent
assignable to, to all guaranties securing the performance of the tenants'
obligations thereunder), being all leases of all or any portion of the Premises,
including the leases as listed on Exhibit "A" hereto and leases which may be
made by Seller after the date of this Agreement and prior to closing as
permitted by this Agreement, (the "Leases");

         c. The tangible personal property, being all equipment, machinery,
furniture, furnishings, supplies and other tangible personal property owned by
Seller, and Seller's interest in any such property leased by Seller, now or
hereafter located in and used in connection with the operation, ownership or
management of the Premises, ("Tangible Personal Property");

         d. The intangible personal property, being all intangible personal
property related to the Premises and the improvements, including, without
limitation: all trade names and trade marks associated with the Premises and the
improvements, including Seller's rights and interests in the name of the
Premises; the plans and specifications and other architectural and engineering
drawings for the improvements; warranties; contract rights related to the
construction, operation, ownership or management of the Premises (but only to
the extent Seller's obligations hereunder are expressly assumed by Buyer
pursuant to this Agreement); governmental permits, approvals and licenses (to
the extent assignable); and all records relating to the Premises, ("Intangible
Personal Property");

         e. If Closing occurs, all of Seller's right, title and interest in and
to any unpaid award for the taking by eminent domain or condemnation of all or
any portion of the Premises.

         2. PURCHASE PRICE.. The purchase price for the Premises shall be Four
Million Eight Hundred Thousand and 00/100 ($4,800,000.00) Dollars, subject to
prorations and adjustments as provided in this Agreement. The purchase price
shall be paid as follows:







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            a) the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars to be
placed in escrow upon execution of this Agreement, of which Five Thousand and
00/100 ($5,000.00) Dollars shall be non-refundable, as hereinafter provided, but
all sums (such amount, together with interest accruing thereon, the "First
Deposit") to be credited to the purchase price; and

            b) the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars (such
amount, together with interest accruing thereon, the "Second Deposit") (the
"First Deposit" and the "Second Deposit", collectively, the "Deposit") to be
placed in escrow upon completion of the due diligence period, as hereinafter
defined, to be credited to the purchase price; and

            c) the balance to be paid at Closing as hereinafter provided. All
sums shall be held in escrow by Buyer's title insurance company, New York Land
Services, Ltd., as agent for Title Insurance Company, in an interest-bearing
account with all interest accruing to the benefit of Buyer. The title insurance
company shall act as the escrow agent (the, "Escrow Agent") and shall disburse
the sums held at Closing or upon written direction of Buyer and Seller, or as
otherwise provided under this Agreement. In the event of any dispute between
Buyer and Seller, the Escrow Agent shall deposit the sums with the Court of
Common Pleas of Cumberland County or to any impartial party or trustee as agreed
between Buyer and Seller to hold said sums in accordance until further direction
of Buyer and Seller or final Court order.

         3. TITLE. Title to the Premises shall be good and marketable, fee
simple title, free and clear of all liens, claims of adverse possession or
prescriptive rights, easements, covenants, restrictions and other encumbrances
which directly adversely impact upon the present use of the Premises
("Encumbrances") whatsoever, as shall be insurable as such at regular rates by
title companies licensed to do business in the Commonwealth of Pennsylvania.
Buyer shall have the sole but reasonable discretion to determine whether the
title is acceptable to Buyer for the use set forth herein and such determination
is an absolute condition precedent to Buyer's obligations hereunder, provided
that Buyer informs Seller of any unacceptable title conditions ("Buyer's
Objections") prior to the end of the due diligence period, exclusive of title
conditions which arise subsequent to the due diligence period but prior to
Settlement. Buyer shall perform its initial title examination within the due
diligence period and at that time give a preliminary written notice to the
Seller concerning the acceptability of title. A final title examination will be
done prior to transfer of title. In the event, however, Buyer would determine
that title is not acceptable, Buyer shall timely provide Seller written notice
of any defects, deficiency, clouds in said title, and Seller shall, within ten







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(10) days after receipt of Buyer's Title Objections, give written notice to
Buyer ("Seller's Notice") stating whether Seller will cure all Buyer's
Objections on or prior to the Closing, or which of such objections Seller will
refuse to cure. If Seller's Notice indicates that Seller refuses to cure any
Buyer's Objection, then Buyer shall have the option to take title with the
objectionable condition "as- is" or terminate this Agreement on written notice
to Seller given within ten (10) days of receipt of Seller's Notice, in which
event Escrow Agent shall refund the Deposit to Buyer, whereupon neither party
shall have any further duty or obligation to the other. Seller shall at Closing,
convey marketable title free and clear of all Buyer's Objections which Seller
agreed in Seller's Notice Seller would cure. In addition, and notwithstanding
anything to the contrary set forth in this Agreement, Seller shall cure at or
prior to Closing any Encumbrance which can be removed at time of Closing by
payment of liquidated amount or by posting a bond, as well as any Encumbrance
arising after the date of Buyer's delivery of Buyer's Objections and prior to
the Closing Date, except for any of the foregoing arising from the acts or
omissions of Buyer, its agents, contractors or employees. Seller shall not be
obligated to cure non-liquidated Encumbrances (e.g., easements, covenants and
restrictions) of record as of the date of Buyer's Objection and which Seller
advises Buyer in Seller's Notice that Seller does not wish to cure. Seller shall
have a period not to exceed forty-five (45) days to cure any Buyer's Objection
to Buyer's reasonable satisfaction, which may require an a appropriate extension
of the Closing Date.

         4. PROPERTY INFORMATION AND DOCUMENTATION. To the extent such items are
in Seller's possession or control, Seller shall provide to Buyer the following
(the, "Property Information"), to the extent not previously provided to Buyer,
and to the extent applicable and/or in existence, within seven (7) business days
after the date of this Agreement:

            a) Rent Roll - Seller has previously furnished to Cassidy & Pinkard,
who has in turn furnished to Buyer, a rent roll for the Property, a true and
correct copy of which is marked Exhibit "A", incorporated herein by reference
thereto and made a part hereof. However, Seller will, in addition, provide a
current delinquency report upon seven (7) business days after the date of this
Agreement. Not more than four (4) days before date of Closing (the, "Closing
Date'), Seller shall deliver to Buyer an updated Rent Roll certified by Seller
as true and accurate as of the date delivered bearing no material variations
from the Rent Roll attached hereto as Exhibit "A";











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            b) Operating Statements. Operating statements of the Premises in the
form utilized by Seller for the thirty-six (36) months preceding this Agreement
("Operating Statements");

            c) Tax Statements. Copies or a summary of ad valorem tax statements
relating to the Premises for the current year or other current tax period (if
available) and the twenty-four (24) months preceding this Agreement;

            d) Leases. Copies of all Leases (including all amendments and
guarantees) and a list ("Commission Schedule") of commission agreements related
to the Leases or the Premises;

            e) Service Contracts. A list together with copies of all management,
service, supply, equipment rental, and other contracts related to the operation
of the Premises ("Service Contracts");

            f) Maintenance Records. All available maintenance work orders for
the twelve (12) months preceding this Agreement;

            g) List of Capital Improvements. A list of all capital improvements
known to Seller and performed on the Premises within the twenty-four (24) months
preceding this Agreement;

            h) Other Reports. Any other report, document, study, material or
information (including, without limitation, environmental and soils reports) in
Seller's possession or control related to the Premises;

            i) Plans and Specifications. All construction plans and
specifications in Seller's possession relating to the original development of
the Premises and any major capital repairs or tenant improvements; and

            j) Existing Title and Survey Documents. Copy of Seller's existing
title insurance policy and any existing surveys of the Premises, to include the
approved Land Development Plan; and

            k) Utility Bills. Copies of utility bills for a period of the twelve
(12) previous months preceding this Agreement;

            l) Tenant Billings. Copies of all tenant billings for CAM, taxes and
insurance for the preceding 24 months and the amounts paid by tenants therefor.







<PAGE>




         Upon delivery of the last item of Property Information, Seller shall
promptly deliver to Buyer a written notice (the, "Property Information Notice")
certifying that all such deliveries have been completed together with an
itemization of the matters delivered or made available to Buyer. The term
"Commencement Date" shall mean the date upon which the Property Information
Notice is received by Buyer or, if the Seller does not send a Property
Information Notice, then the date the Buyer reasonably determines that it has
received all of the Property Information. Notwithstanding the foregoing, under
no circumstances shall the Commencement Date be earlier than the date of this
Agreement. Seller shall have an ongoing obligation during the pendency of this
Agreement to provide Buyer with any document described above and coming into
Seller's possession or produced by Seller after the initial delivery of the
Property Information. If Buyer does not purchase the Premises, all materials
provided to Buyer, in accord with this Paragraph 4, or otherwise, shall be
promptly returned to Seller.

         5. DUE DILIGENCE. Buyer shall have, through the last day of the due
diligence period, which shall be thirty (30) days from the Commencement Date, or
five (5) days from the date Buyer receives an appraisal of the Premises and
Phase I environmental report, whichever is later (but in no event later than
forty-five (45) days from the Commencement Date), in which to examine, inspect
and investigate the Premises and, in Buyer's sole and absolute judgment and
discretion, to determine whether the Premises is acceptable to Buyer and to
obtain all necessary internal approvals, (the "Due Diligence Period"). In the
event the Buyer determines in its reasonable discretion that a Phase II
environmental report is necessary to permit Buyer to complete Buyer's due
diligence, the Due Diligence Period shall be extended for a reasonable period of
time, not to exceed thirty (30) days, from the date the Buyer receives the Phase
I environmental report. If Buyer, by written notice to Seller, waives its right
to terminate this Agreement pursuant to this Paragraph prior to the last day of
the Due Diligence Period, then the Due Diligence Period shall be deemed to have
ended on the date such notice is received by Seller. Notwithstanding anything to
the contrary in this Agreement, Buyer may terminate this Agreement by giving
notice of termination to Seller (the, "Due Diligence Termination Notice") on or
before the last day of the Due Diligence Period. If Buyer does not give the Due
Diligence Termination Notice, this Agreement shall continue in full force and
effect. If this Agreement terminates pursuant to this Paragraph, the First
Deposit, other than the $5,000.00 identified as non-refundable, shall be
refunded to Buyer immediately, and all further rights and obligations of the
parties under this Agreement shall terminate. If this Agreement is not
terminated pursuant to this Paragraph, Buyer shall have the obligation to
immediately place in escrow the Second Deposit and the Deposit (i.e, First
Deposit and Second Deposit) which shall then be deemed non-refundable absent
Seller's breach. In the event that Buyer would not proceed with this Agreement,
it shall furnish to Seller copies of all tests, surveys, reports and inspections
obtained by Buyer without cost. Seller shall receive notice of the performance
of any tests and inspections and have the right to be present.







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         Buyer shall have reasonable access to the Premises for the purpose of
conducting surveys, architectural, engineering, geotechnical and environmental
inspections and tests (including intrusive inspection and sampling), and any
other inspections, studies or tests reasonably required by Buyer, but in a
manner not disruptive of ongoing business. Seller shall cooperate with Buyer and
enforce the provisions of existing tenants' leases, if necessary to facilitate
Buyer's access and inspections. Buyer shall keep the Premises free and clear of
any liens and will indemnify, defend and hold Seller harmless from all claims
and liabilities asserted against Seller as a result of any such entry by Buyer,
its agents, employees or representatives. If any inspection or tests disturbs
the Premises, Buyer will restore the Premises to the same condition as existed
prior to any such inspection or test. Buyer and its agents, employees and
representatives shall have a continuing right of reasonable access to the
Premises during the pendency of this Agreement for the purpose of examining and
making copies of all books and records and other materials relating to the
Premises in Seller's or its property manager's possession and Buyer shall have
the right to conduct a "walk-through" of the Premises prior to Closing upon
appropriate notice to tenants as permitted under the Leases. In the course of
its investigations, Buyer may make inquiries to third parties, including,
without limitation, tenants, lenders, contractors, property managers, parties to
Service Contracts and municipal, local and other government officials and
representatives, and Seller consents to such inquiries, provided same are
performed in a professional manner and does not disrupt any ongoing business.
The obligations of the Buyer under this Paragraph shall survive the termination
of this Agreement.

         6. TENANT ESTOPPELS. Seller shall secure and deliver to Buyer, no later
than five (5) business days before the Closing Date, estoppel certificates from
Giant Food Stores, Inc., Pennsylvania Liquor Control Board, McDonalds
Corporation and seventy-five percent (75%) of the other tenants in the form of
Exhibit "B" attached hereto ("Tenant Estoppels"). The Tenant Estoppels shall be
delivered to the tenants no earlier than twenty (20) days prior to the Closing
Date. Seller shall provide Buyer with copies of the Tenant Estoppels for Buyer's
review and comment before delivering the Tenant Estoppels to tenants. Buyer's
obligation to close the transaction contemplated under this Agreement is subject
to the condition that as of Closing: (i) Estoppel Certificates for all Leases
consistent with the Rent Roll and the representations of Seller in Paragraph 10
have been delivered to Buyer, (ii) no material default or claim by landlord or
tenant shall have arisen under any Leases that was not specifically disclosed in
the Rent Roll; and (iii) no tenant shall have initiated or had initiated against
it any insolvency, bankruptcy, receivership or other similar proceeding. Seller
shall use its best efforts to obtain and timely deliver the required
certificates. In the event all required certificates are not available by the
date of Closing, Closing shall be continued for up to seven (7) business days to
acquire same.







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         7. SERVICE CONTRACTS. During the Due Diligence Period, the parties will
endeavor to agree as to which Service Contracts Buyer will assume and which
Service Contracts, to the extent legally possible, will be terminated by Seller
at Closing. Buyer will assume the obligations arising from and after the Closing
Date under those Service Contracts that are not in default as of the Closing
Date and which Seller and Buyer have agreed will not be terminated and those
Service Contracts which, by their terms, are not capable of termination at that
time. Seller shall terminate at Closing all Service Contracts that are not so
assumed and are legally capable of being terminated at that time. Seller shall
terminate at Closing, and Buyer shall not assume, any property management
agreement affecting the Premises.

         8. OPERATIONS AND RISK OF LOSS.

            A. Ongoing Operations. During the pendency of this Agreement:

            1. Performance Under Leases, Service Contracts and Loans. Seller
         shall

         (i) carry on its business and activities relating to the Premises
         substantially in the same manner as it did before the date of this
         Agreement, and (ii) perform its material obligations under the Leases
         and Service Contracts and other agreements that may affect the
         Premises. Effective as of the Closing Date, each party agrees to
         indemnify and hold the other harmless from any default or breach by the
         other under the Service Contracts and Leases assumed by Buyer.

                  2. New Contracts. Seller will not enter into any contract that
         will be an obligation affecting the Premises subsequent to the Closing
         except contracts entered into in the ordinary course of business that
         are terminable without cause on thirty (30) days' notice.












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            3. Listings and Other Offers. Seller will not list the Premises with
         any broker or otherwise solicit or make or accept any offers to sell
         the Premises, engage in any discussions or negotiations with any third
         party with respect to the sale or other disposition of the Premises, or
         enter into any contracts or agreements (whether binding or not)
         regarding any disposition of the Premises.

            4. Leasing Arrangements. Seller will not amend, terminate or enter
         into any Lease without Buyer's prior written consent in such instance,
         which consent shall not be unreasonably withheld, delayed or
         conditioned.

            5. Removal and Replacement of Tangible Personal Property. Seller
         will not remove any Tangible Personal Property except as may be
         required for necessary repair or replacement, and replacement shall be
         of equal quality and quantity as existed as of the time of its removal.

         B. Damage. Risk of loss up to and including the Closing Date shall be
borne by Seller. In the event of any material damage to or destruction of the
Premises or any portion thereof, Buyer may, at its option, by notice to Seller
given within ten (10) days after Seller notifies Buyer of such damage or
destruction (and, if necessary, the Closing Date shall be extended to give Buyer
the full 10-day period to make such election): (i) terminate this Agreement and
the Deposit shall be immediately returned to Buyer, or (ii) proceed under this
Agreement, receive any insurance proceeds for property repair and replacement
(including any rent loss insurance applicable to any period on and after the
Closing Date) due Seller as a result of such damage or destruction and assume
responsibility for such repair, and Buyer shall receive a credit at Closing for
any deductible, uninsured or coinsured amount under said insurance policies. If
Buyer elects (ii) above, Buyer may extend the closing Date for up to an
additional 30-day period in which to obtain insurance settlement agreements
under Seller's insurers, and Seller will cooperate with Buyer in obtaining the
insurance proceeds and such agreements from Seller's insurers. If the Premises
is not materially damaged, then Buyer shall not have the right to terminate this
Agreement, but Seller shall, at its cost, repair the damage before the Closing
in a manner reasonably satisfactory to Buyer or, if repairs cannot be completed
before Closing, credit Buyer at Closing for the reasonable cost to complete the
repair. "Material damage" and "Materially damaged" means damage (i) reasonably
exceeding two (2%) percent of the purchase price to repair, (ii) that entitles a
tenant to terminate its Lease, or (iii) which, in Buyer's reasonable estimation,
will take longer than ninety (90) days to repair.











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         C. Condemnation. In the event any proceedings in eminent domain are
contemplated, threatened or instituted by any body having the power of eminent
domain with respect to the Premises or any portion thereof, Buyer may, at its
option, by notice to Seller given within ten (10) business days after Seller
notifies Buyer of such proceedings (and, if necessary, the Closing Date shall be
extended to give Buyer the full 10-business day period to make such election):
(i) terminate this Agreement and all deposit money shall be immediately returned
to Buyer, or (ii) proceed under this Agreement, in which event Seller shall, at
Closing, assign to Buyer its entire right, title and interest in and to any
condemnation award, and Buyer shall have the sole right during the pendency of
this Agreement to negotiate and otherwise deal with the condemning authority in
respect of such matter.

         9. REAL ESTATE TAXES AND ASSESSMENTS.

            A. Real Estate Taxes. Real estate taxes and assessments shall be
apportioned between the parties as of the date of Closing on a calendar or
fiscal year basis, as may be appropriate. All water, sewer, refuse and all other
utility charges, and/or lienable charges or assessments shall be paid by Seller
up to the time of Closing. Interest and penalties, if any, shall be computed to
a date occurring one (1) business day after the Closing Date.

            B. Rent. Buyer shall receive a credit for any rent and other income
(and any applicable state or local tax on rent) under Leases collected by Seller
before Closing that applies to any period after Closing. Uncollected rents and
other uncollected income shall not be prorated at Closing. After Closing, Buyer
shall apply all rent and income collected by Buyer from a tenant, unless the
tenant properly identifies the payment as being for a specific item, first to
such tenant's monthly rental for the month in which the Closing occurred and
then to arrearages in the reverse order in which they were due, promptly
remitting to Seller, after deducting collection costs, any rent properly
allocable to Seller's period of ownership. Buyer shall bill and attempt to
collect such rent arrearage in the ordinary course of business, but shall not be
obligated to engage a collection agency or take legal action to collect any rent
arrearage. Seller shall have the right to seek collection of any rents or other
required income due applicable to any period before the Closing, upon notice to
Buyer, if Seller has not received same, upon sixty (60) days after Closing. Any
rent or other income received by Seller after Closing which is owed to Buyer
shall be held in trust and remitted to Buyer promptly after receipt. This
sub-section B. shall survive the Closing.








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            C. Additional Rent. Seller, as landlord under the Leases, is
currently collecting from tenants under the Leases additional rent to cover
taxes, insurance, utilities, maintenance and other operating costs and expenses
(collectively, "Operating Expenses Pass-Throughs") incurred by Seller in
connection with the ownership, operation, maintenance, and management of the
Premises. If Seller collected estimated prepayments of Operating Expense
Pass-Throughs in excess of any tenant's share of such expenses, then, if the
excess can be determined by the Closing, Buyer shall receive a credit for the
excess or, if the excess cannot be determined at Closing, Buyer shall receive a
credit based upon an estimate, and the parties shall make an adjusting payment
between them when the correct amount can be determined. In either event, Buyer
shall be responsible for crediting or repaying those amounts to the appropriate
tenants. If Seller collected estimated prepayments of Operating Expense
Pass-Throughs attributable to any period after Closing, Seller shall pay or
credit any such amounts to Buyer at Closing. To the extent that estimated
payments of Operating Expense Pass-Throughs are required to be paid monthly by
any tenant, and at the end of such tenant's lease year, or the calendar year,
such estimated amounts are to be recalculated based upon actual amounts for that
lease year or calendar year, with the appropriate adjustments being made with
such tenants' then-Operating Expense Pass-Throughs for such tenant shall be
finally prorated between Seller and Buyer at the time of such reconciliation
with the tenant, using the Date of Closing as the proration date. At the time(s)
of final calculation and collection from (or refund to) each tenant of the
amounts in reconciliation of actual Operating Expense pass-Throughs for such
period which have been collected, there shall be a re-proration between Seller
and Buyer, taking into account the additional amount collected from (or refunded
to) each tenant. In furtherance of the foregoing, if, with respect to any
tenant, the recalculated Operating Expense Pass-Throughs is less than the
estimated amount paid by such tenant, and a refund is paid by Buyer to such
tenant, then the portion of the refund allocable to the period prior to the
Closing, to the extent previously paid to or collected by Seller, shall be
refunded by Seller to Buyer. If, with respect to any tenant, the recalculated
Operating Expense Pass-Throughs exceeds the estimated amount paid by such
tenant, and the shortfall is collected by Buyer from such tenant, the portion of
such shortfall allocable to the period prior to the Closing, to the extent not
previously paid to or collected by Seller, shall be paid by Buyer to Seller.
Notwithstanding the foregoing, there shall, however, be an initial proration at
Closing with regard to all Operating Expense Pass-Throughs. The Seller shall
provide Buyer no later than ten (10) days before the Closing Date with invoices,
purchase orders and other documentation sufficient to establish Operating
Expense Pass-Throughs for the Property incurred by Seller prior and up to the
Closing Date, together with evidence of all amounts collected by tenants as of
the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can
complete the year-end reconciliation billings to Tenants for Operating Expense
Pass-Throughs.

         D. Service Contracts. Seller or Buyer, as the case may be, shall
receive a credit for regular charges under Service Contracts assumed by Buyer
pursuant to this Agreement paid and applicable to Buyer's period of ownership or
payable and applicable to Seller's period of ownership, respectively. (It is
noted that other than the contract for landscaping services, which runs the end
of the calendar year, and the pest control contract, which runs on an annual
term, the current term expiring October 16, 2002, all service contracts are
terminable upon thirty (30) days notice, except the security contract which is
terminable upon ninety (90) days notice.)

         E. Leasing Commissions. Leasing commissions for which Seller has paid
in advance shall not be apportioned, nor shall Seller receive a credit therefor.
However, there are two (2) leasing commission agreements, which are paid
annually, to wit: Subway Real Estate Corp. and Holiday Hair, Inc., which
commission obligation shall be prorated as of Closing. (Buyer shall be
responsible for all further leasing commissions that are billed annually.) Buyer
shall furthermore have any and all responsibilities for any leasing commissions
due for any and all periods after the Closing Date, to include, with respect to
any option to renew or expand not yet exercised by the respective tenant as of
Closing. Buyer shall pay all leasing commissions with respect to any new lease
or lease amendment executed after the date of this Agreement, provided that
Buyer shall pre-approve in writing such new lease or lease amendment and the
amount of such commission.
















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         F.  Tenant Deposits. All tenant security deposits (and interest thereon
if required by law or contract to be earned thereon) shall be transferred or
credited to Buyer at Closing. As of the closing, Buyer shall assume Seller's
obligations related to tenant security deposits, but only to the extent they are
properly credited and transferred to Buyer.

         10. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller does represent and
warrant to Buyer and will reaffirm at the time of Closing, to wit:

             a) Seller has not received notice of condemnation of all or any
part of the Premises, notice of any assessment for public improvements, or
notices with respect to any zoning ordinance or other law, order, regulation or
requirement relating to the use of ownership of the Premises and, so far as
known to Seller, there is no violation of any such governmental law, order,
regulation or requirement.

             b) Seller is not indebted to the federal government or any other
public authorities for delinquent taxes, assessment or other charges of any
nature whatsoever for which a lien has been or could be asserted against the
Seller or the Premises and which will not be fully paid and discharged or
released upon or prior to Closing.

             c) Seller covenants and agrees that Seller, Seller's agents,
servants, employees or tenants, if applicable, shall not in any way materially
alter the present state of the Premises so long as this Agreement is in effect.

             d) Seller has no knowledge, actual or constructive, that there has
been a storage or deposit of hazardous substance on the Premises. Hazardous
substances being any such substance as regulated or controlled as a hazardous or
toxic substance by any governmental rule, regulation or statute.

             e) There are no leases, written or oral, affecting the Premises
which Seller is aware of, except for the existing leases, copies of which have
all been provided to Buyer. All documents comprising the leases which affect the
Premises, including all amendments, modifications, letter agreements,
assignments and guaranties thereof or relating thereto have been provided by
Seller to Buyer. There are no agreements, written or oral, affecting the
Premises or any portion thereof in the nature of leases (including ground
leases), concessions, licenses or occupancy agreements, or any amendments,
modifications, side letters or guaranties thereof, other than the leases. True
and correct copies of the leases have been previously delivered to Buyer.








<PAGE>

             f) Seller has fee simple title to the Premises, has the full right
to enter into this Agreement and perform hereunder, and has not granted any
option or entered into any other commitment to sell, lease other as hereinbefore
permitted or encumber all or any part of the Premises.

             g) Seller has full capacity, right, power and authority to execute,
deliver and perform this Agreement and execute and deliver all documents to be
executed by Seller pursuant hereto, and all required action therefor has or will
by Closing be duly taken.

             h) To the best of Seller's knowledge the consummation of the
transaction contemplated by this Agreement will not result in a breach of any of
the terms and conditions of, or constitute a default under, any agreement to
which the Seller is now a party or which affects the Premises or violate or
cause to be violated any judgment or decree of any court, administrative agency
or governmental body.

             i) The representations and warranties made hereunder shall be
reaffirmed at Settlement and shall survive for a period of one (1) year from the
Closing of this transaction and shall not be merged in the deed from Seller to
Buyer.

             j) All alterations and improvements required to be performed by the
landlord under any of the leases has been completed, all construction and other
allowances and monetary concessions required to be paid by the landlord under
the leases has been paid, and no tenant under any of the leases is entitled to
any free rent or rent concession period. All brokerage fees and commissions due
for any period through Closing have been in full, excepting only commissions
payable annually or with respect to lease renewal, extension or expansions
options which have not yet been exercised by any respective tenant.

             k) The Rent Roll attached hereto as Exhibit "A" is hereby certified
by Seller to be true and correct as of the date hereof ("Rent Roll Certificate")
and shows for each rentable space in the Premises the tenant name, space number,
monthly base or minimum rental, and common area maintenance expense and real
estate tax reimbursement amounts, security deposit held, any defaults known by
Seller to exist under any lease, the expiration date of each lease and
designating any rights to renew or extend a lease. There are no tenant security
deposits to be held by the landlord under the leases except as listed in the
Rent Roll Certificate. At the Closing, Seller shall deliver to Buyer an updated
Rent Roll Certificate. If any adverse change shall occur in such Rent Roll
Certificate, Buyer shall have the rights set forth in Section 19.N hereof.















<PAGE>

             l. Except as expressly set forth on the Rent Roll Certificate,
neither Seller as the landlord nor, to Seller's actual knowledge, any tenant
under any of the leases is in default under any of the leases, nor to Seller's
actual knowledge is there in existence any condition or fact which with notice
or passage of time, or both, shall constitute a default by either the landlord
or the tenant thereunder. Except as set forth on the Rent Roll Certificate,
Seller has not collected base or minimum rent more than one month in advance
from any tenant (excluding security deposits). Except as expressly provided in
the leases, no tenant shall be entitled to any rebates, rent concessions or free
rent. No tenant is presently contesting or raising objection to Operating
Expense Pass-Throughs payable under its lease. All tenants are currently in
possession and operating and no tenant has given notice that it intends to cease
the conduct of business or vacate its premises prior to the expiration of its
lease term.

             m) Except for lawsuits concerning personal injury and property
damage which would be covered under Seller's existing commercial liability
insurance policy and defense of which has not been denied by Seller's insurance
company, there is no litigation or proceedings pending or, to Seller's
knowledge, threatened against, Seller or otherwise related to the Property
(including, but not limited to foreclosure, judicial sale, adverse possession,
litigations with tenants or other proceedings.

             n) Exhibit "C " attached hereto is a true, complete and correct
list of all written and oral management, service, equipment, supply, maintenance
or concession agreements with respect to or affecting the Premises (the "Service
Contracts"). Except as specified on Exhibit "C", no such agreements exist which
are not cancelable upon thirty (30) days notice. Each of the Service Contracts
is in full force and effect and all amounts due thereunder have been paid in
full. Neither Seller nor its agents have received any notice from any party to
said agreements claiming the existence of any default or breach thereunder.






<PAGE>



             o) There are no pending certiorari proceedings or other real estate
tax contests or appeals brought by or on behalf of Seller. To Seller's
knowledge, the improvements on the Premises are currently fully assessed for tax
purposes as completed and occupied improvements and are not currently subject to
any tax abatement, exemption or temporary tax reduction of any kind, nor to any
assessments/linkage/impact fees relating to the initial construction of the
project.

             p) EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT
EXECUTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, THIS SALE AND
CONVEYANCE IS MADE ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PREMISES, THE STATE OF REPAIR OF THE
PREMISES, OR WITH RESPECT TO SOIL CONDITIONS OR THE PRESENCE OR RELEASE OF
HAZARDOUS MATERIALS. THIS DISCLAIMER DOES NOT EFFECT AN ASSUMPTION OF ANY
LIABILITY BY BUYER AND IT SHALL NOT BE CONSTRUED TO WAIVE ANY RIGHTS OF
CONTRIBUTION OR INDEMNITY OR OTHERWISE AFFECT THE LIABILITIES OF THE PARTIES TO
EACH OTHER OR TO THIRD PARTIES UNDER ENVIRONMENTAL LAWS.

         11. NEWPORT SEWER TREATMENT PLANT

         It is understood that the Premises includes an on-site treatment
facility (hereinafter, "WWTP"). It is further understood that the WWTP has
recently received an appropriate NPDES permit to continue operation of the WWTP
through June 1, 2007 conditioned, however, upon the design, modification and
upgrade of the organic capacity of the WWTP (formerly known as the "solids
handling capacity", and furthermore noting that the treatment capacity of the
WWTP is not being enlarged), as so provided in the permit, a true and correct
copy of which is attached hereto, marked Exhibit "D", and made a part hereof by
reference thereto. Seller is having performed all engineering designs, plans and
specifications at Seller's initial cost, subject to reimbursement at Closing by
Buyer in accord with the Opinion of Costs for Treatment Plant Organic Upgrade of
June 26, 2002, which has been provided to Buyer. Seller shall submit the Water
Quality Management, Part II, Permit Application by September 1, 2002, as
provided in the permit, Exhibit "D".







<PAGE>

         In accord with written Agreement with the Church, a copy of which has
also been provided to Buyer, Church is responsible for forty-one (41%) percent
of the Total Costs to modify the organic capacity of the WWTP to handle certain
effluent, as required. Total Cost is herein defined to include design,
permitting, construction and any and all other associated direct fees. The
balance shall shared in accord with the edu usage of the tenants of the Premises
other than the Church. As it is anticipated that settlement on the Premises
between Seller and Buyer will occur prior to construction and completion of the
required expansion, and thus prior to issuance to bills reflecting the increased
sewer rates, to reimburse Seller and Buyer for such expenditures, Seller and
Buyer wish to establish the following duties, rights and protocol concerning
this expansion of the WWTP in accord with the NPDES permit, Exhibit "D",
assuming settlement shall indeed occur.

         With regard to the preparation of the design, plans and specifications
for the upgrade of the WWTP, being performed by a sanitary engineer selected by
Seller, Buyer shall have the following rights:

                  a. approval of plans and specifications, which approval shall
         not be unreasonably withheld, delayed or conditioned;

                  b. approval of the contracts for the actual work, if let prior
         to Closing, which approval shall not be unreasonably withheld, delayed
         or conditioned; and

                  c. reasonable notice to Buyer and right of Buyer to be present
         at all governmental meetings with tenants or Church, if any, prior to
         Closing.

         Prior to Closing, the parties shall confirm with Church its obligation
of its reimbursement share of forty-one (41%) percent of the Total Cost. With
regard to all other tenants, to address Buyer's risk in the event any tenant
would object, contest or refuse to pay the increased rate for the required
capacity enlargement, Seller will agree to a deduction from the purchase price
at Closing of Twenty Thousand and 00/100 ($20,000.00) Dollars which shall
represent Seller's total and final responsibility concerning the failure or
refusal of any tenants, to include Church, to fulfill their payment obligations
and contribution following Closing. If Church fails or refuses to confirm its
obligations no less than ten (10) days prior to Closing, the parties shall enter
into a further agreement in a timely manner to equitably adjust such
failure/refusal of Church.








<PAGE>

         12. CLOSING AND DELIVERY OF DEED. Closing shall be held thirty (30)
days after completion of the Due Diligence Period, as hereinbefore provided.
Closing shall take place by use of an escrow procedure reasonably acceptable to
Seller and Buyer and using the Title Company as escrow agent (with all proceeds
being wired through the national office of a national title company such as
First American Title, Commonwealth Title Insurance Company, Chicago Title
Insurance Company or the like) or at the offices of Seller's attorney, unless a
different location is approved in writing by the parties. At Closing, Seller
shall convey to Buyer good and marketable title to the Premises in the state
required under Section 3 hereof by a recordable and transferable special
warranty deed. Buyer shall pay one-half (1/2) of the total Pennsylvania realty
transfer tax obligation, and shall furthermore contribute Thirty-Three Thousand
Three Hundred and Thirty-Three ($33,333.00) Dollars toward the balance of said
obligation of Seller. In addition to the deed, Seller shall execute and deliver
to Buyer at the Closing (i) a general instrument of transfer, including a bill
of sale and assignment and assumption of leases, in the form attached as Exhibit
"D" hereto, (ii) a FIRPTA Certificate, (iii) an updated Rent Roll Certificate,
certified by Seller as being true and correct as of the Closing Date, (iv) an
updated schedule of leases, certified by Seller as being true and correct as of
the Closing Date, (v) a certificate of Seller, certifying as of Closing Date the
continued truth without material change (or identifying any changes therefrom
which may not be reflected on the updated Rent Roll Certificate or updated
schedule of leases) of all of the representations and warranties of Seller set
forth in Section 10 hereof, (vi) the estoppel certificates required under
Section 6 hereof, (vii) notices to each tenant advising them of the sale and
directing them as to where all future payments of rent and notices should be
sent, in form as required by the Buyer (which shall not be sent until after
completion of the Closing), (viii) an "information for 1099 form", sufficient in
order for the Buyer to report the sale to the Internal Revenue Service, (ix) an
affidavit of title in form required by Buyer's title insurance company in order
to insure title required to be delivered under Section 3 hereof, and without
exception for potential mechanic's lien claims, (x) such other instruments and
documents as may be reasonably required by Buyer's title company in order to
establish Seller's due existence and good standing and authority to complete the
transaction contemplated by this Agreement, (xi) originals (to the extent within
Seller's possession or control) of each of the Property Information, current as
of the Closing Date (in particular, but without limitation, originals of all
leases) and (xii) such other instruments or documents as may be otherwise
referred to in this Agreement or which may be reasonably required in order to
complete the transactions contemplated in this Agreement. Seller shall deliver
full and exclusive possession of the Property to Buyer on the Closing Date,
subject only to rights of tenants under the leases, as tenants only.


















<PAGE>

         13. BROKER/SELLER'S AGENT. It is understood that Seller shall be
responsible for a real estate commission to Cassidy & Pinkard, and shall save
Buyer harmless for liability therefor. Each party represents to the other that
they have not dealt with any other broker on this transaction and will save
harmless and indemnify the other for any claims for real estate commissions or
other fees brought by any broker or other person claiming to have dealt with
such party.

         14. GOVERNING LAW. This Agreement shall be construed and governed
pursuant to the laws of the Commonwealth of Pennsylvania.

         15. SELLER'S DEFAULT. If there shall occur a material breach of a
representation or warranty of Seller under this Agreement, or if Seller shall
otherwise fail to perform its obligations as required under this Agreement, then
Buyer may elect to (i) accept title to the Premises subject to the defaulted
obligation of Seller, (ii) terminate this Agreement, in which event the Escrow
Agent shall disburse the Deposit to Buyer and Seller shall reimburse Buyer for
all costs incurred in Buyer's performance of due diligence with a limit of
Twenty-Five Thousand ($25,000.00) Dollars, or (iii) bring an action against
Seller for specific performance of this Agreement, and Buyer shall have the
right to recover from Seller in such action its reasonable attorneys' fees and
disbursements incurred in connection therewith. In the event Seller's default is
a Willful Default (as hereinafter defined), Seller shall reimburse Buyer for all
reasonable costs incurred in Buyer's performance of due diligence, plus the sum
of One Hundred Thousand ($100,000.00) Dollars. The term "Willful Default" as
used in this Agreement shall mean an intentional failure of Seller to observe or
perform a material covenant or condition of this Agreement, the observance or
performance of which is strictly within Seller's reasonable control (by way of
example, but not way of limitation, the intentional refusal of Seller to convey
title or the creation by Seller of the imposition of additional substantial
liens on the Premises prior to Closing which Seller will not discharge at
Closing shall be considered Seller's "Willful Default"). A general partnership,
of which the sole shareholder of Caldwell Development, Inc., Mark G. Caldwell,
is a general partner, and Mark G. Caldwell, individually, have also entered into
sales agreements, contemporaneously herewith, with Buyer for properties
identified as Fairview Plaza (Double M Development) and Halifax Plaza (Mark G.
Caldwell, Individually). It is agreed that, if a default has occurred by Seller
in any of these agreements, the same shall be deemed a default hereunder.














<PAGE>

         16. BUYER'S DEFAULT. If this transaction fails to close due to the
default of Buyer, then Seller's sole remedy in such event shall be to terminate
this Agreement and to retain the deposits as liquidated damages, Seller waiving
all other rights or remedies in the event of such default by Buyer. The parties
acknowledge that Seller's actual damages in the event of a default by Buyer
under this Agreement will be difficult to ascertain, and that such liquidated
damages represent the parties' best estimate of such damages. Buyer shall have
no other remedies other than as specifically stated. Buyer has also entered into
sales agreements, contemporaneously herewith, with a general partnership, Double
M Development, of which Seller is a general partner, and with Mark G. Caldwell,
individually, for properties commonly identified as Fairview Plaza and Halifax
Plaza and a default by Buyer in any of these agreements shall constitute a
default hereunder.

         17. ATTORNEYS' FEES. The unsuccessful party in any litigation arising
from breach or alleged breach of this Agreement will reimburse the successful
party for any and all reasonable legal fees incurred in curing or attempting to
cure a default.

         18. AMENDMENT. This Agreement shall not be altered, amended, changed or
modified except in writing by the parties hereto.

         19. NOTICES. All notices required to be given by any of the provisions
of this Agreement, unless otherwise stated, shall be in writing and delivered in
person, by facsimile (with a copy concurrently sent out the same day by
nationally recognized overnight delivery service), by certified mail, return
receipt requested or by nationally recognized overnight delivery service,
postage or shipping charges prepaid (or on standing account) to the appropriate
party at the address set forth below or to such other address as such parties
may hereafter specify by notice given in accordance with this section. All
notices to be set forth below.

         a) To the Seller:
                  Caldwell Development, Inc.
                  Attn: Mark G. Caldwell, President
                  434 North Front Street
                  Wormleysburg, PA 17043

             With a copy to:
                  James R. Clippinger, Esquire
                  Caldwell & Kearns
                  3631 North Front Street
                  Harrisburg, PA 17110





<PAGE>

         b) To the Seller:

                  Cedar Income Fund Partnership, L.P.
                  44 South Bayles Avenue
                  Port Washington, NY 11050
                  Attn: Leo S. Ullman, President



         With a copy to:
                  Warren S. Sacks, P.C.
                  777 Westchester Avenue, Suite 204
                  White Plains, NY 10604

         Notices shall be deemed given on the date received, or if delivery is
refused, on the date delivery is first attempted, provided however that notices
by facsimile shall be deemed given on the date transmitted at or before 5:00
P.M., provided a copy is sent out the same day by nationally recognized
overnight delivery service.

         20. EXTENSION OF CLOSING DATE. Buyer may unilaterally extend the time
for Closing for a period up to thirty (30) days, provided Buyer provides Seller
written notice specifying the reason for extension of Closing no later than ten
(10) days prior to the date previously scheduled, and provided payments to
Seller are made of Two Thousand Five Hundred ($2,500.00) Dollars per day for
each additional day required for extension. It is understood that all such
payment(s) shall be earned upon receipt and added to the purchase price.

         21. MISCELLANEOUS

         A. Parties Bound. Neither party may assign this Agreement without the
prior written consent of the other, and any such prohibited assignment shall be
void; provided, however, that Buyer and/or Seller may assign this Agreement
without Seller's consent to an affiliate or to effect an exchange pursuant to
Paragraph 19.K. herein. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the respective legal representatives,
successors, assigns, heirs, and devisees of the parties. For the purposes of
this Paragraph, the term "affiliate" means (i) an entity that directly or
indirectly controls, is controlled by or is under common control with the Buyer
or of which Buyer or its affiliated entity is the general partner or managing
member, or (ii) an entity at least a majority of whose economic interest is
owned by Buyer; and the term "control" means the power to direct the management
of such entity through voting rights, ownership or contractual obligations.

         B. Paragraph Headings. All references to paragraph headings are for
convenience only and shall neither limit nor expand any of the written terms of
this Agreement.

         C. Time is of the Essence. Time is of the essence with regard to the
respective duties and obligations of the parties hereto.






<PAGE>

         D. Survival. The provisions of this Agreement that contemplate
performance after the Closing and the obligations of the parties not fully
performed at the Closing shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments at Closing.

         E. No Third Party Beneficiary. This Agreement is not intended to give
or confer any benefits, rights, privileges, claims, actions, or remedies to any
person or entity as a third party beneficiary, decree or otherwise.

         F. Complete Agreement. This Agreement contains the entire and binding
agreement between Seller and Buyer. There are no other terms, obligations,
covenants, representations, statements or conditions, oral or otherwise, of any
kind whatsoever concerning this sale.

         G. Confidentiality. Seller shall make no public announcement or
disclosure of any information related to this Agreement to outside brokers or
third parties, before or after the Closing, without the prior written specific
consent of Buyer; provided, however, that Seller may make disclosure of this
Agreement to its lenders, creditors, officers, employees and agents to perform
its obligations hereunder.

         H. Consents. Any consents required to be obtained in accord with this
Agreement shall not be unreasonably withheld, conditioned or delayed.

         I. Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and agree that the normal rule
of construction, to the effect that any ambiguities are to be resolved against
the drafting party, shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.

         J. Calculation of Time Periods. Unless otherwise specified, in
computing any period of time described herein, the day of the act or event after
which the designated period of time begins to run is not to be included and the
last day of the period so computed is to be included at, unless such last day is
a Saturday, Sunday or legal holiday for national banks, in which event the
period shall run until the end of the next day which is neither a Saturday,
Sunder or legal holiday. The last day of any period of time described herein
shall be deemed to end at 5:00 p.m. daylight savings time.




<PAGE>


         K. Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall constitute one Agreement. To facilitate execution of
this Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages.

         L. Section 1031 Exchange. Both Buyer and Seller shall have the right to
consummate this transaction as part of a so-called like kind exchange (the,
"Exchange") pursuant to ss.1031 of the Internal Revenue Code of 1986, as amended
(the, "Code"), provided that: (i) the Closing shall not be delayed or affected
by reason of the Exchange nor shall the consummation or accomplishment of the
Exchange be a condition precedent or condition subsequent to either party's
obligation under this Agreement, (ii) the party engaging in the Exchange shall
effect the Exchange through an assignment of this Agreement, or its rights under
this Agreement, to a qualified intermediary; (iii) neither party shall be
required to take an assignment of the purchase agreement for the relinquished
property or be required to acquire or hold title to any real property for
purposes of consummating the Exchange; (iv) the party engaging in the Exchange
shall pay any additional costs that would not otherwise have been incurred by
the other had the transaction not been consummated through the Exchange. Neither
party shall by this agreement or acquiescence to the Exchange: (a) have their
rights under this Agreement affected or diminished in any manner, or (b) be
responsible for compliance with or be deemed to have warranted to the other that
the Exchange in fact complies with ss.1031 of the Code.

         M. Further Assurances. In addition to the acts and deeds recited herein
and contemplated to be performed, executed and/or delivered by either party at
Closing, each party agrees to perform, execute and deliver, but without any
obligation to incur any additional liability or expense, on or after Closing,
any further deliveries and assurances as may be reasonably necessary to
consummate the transactions contemplated hereby or to further perfect the
conveyance, transfer and assignment of the Premises to Buyer.







<PAGE>

         N. Changed Circumstances. If any event shall occur after the
Commencement Date, and before the Closing Date, which is not caused by Seller
("Changed Circumstances"), that renders untrue any representation or warranty
made by Seller in this Agreement, it shall not constitute a breach by Seller of
such representation or warranty, and Seller's reaffirmation of such
representation or warranty at Closing may be qualified by such Changed
Circumstance. If Seller shall obtain knowledge of any Changed Circumstance,
Seller shall provide notice thereof to Buyer within a reasonable period of time.
In the event Buyer receives actual notice of any Material Changed Circumstance,
whether from Seller or any other source, including its own investigations, then
Buyer shall have the right to terminate this Agreement, in which event both
parties shall be relieved from any further obligation under this Agreement, and
the Deposit shall be returned to Buyer. For purposes of this Agreement, a
"Material" Changed Circumstance shall be one that (when taken together with all
other Changed Circumstances) would be reasonably expected to decrease the annual
net operating income of the Property by more than one and one-half of one
percent or would otherwise reasonably be considered material by a Buyer of
similar properties.

         IN WITNESS WHEREOF, the parties, representing to each other that the
authorized representative of the party executing on behalf of each party is duly
authorized and has the ability to so execute the document on behalf of that
party, have caused this Agreement to be executed as of the day and year first
above written.

                                            BUYER:

ATTEST:                                     CEDAR INCOME FUND PARTNERSHIP, L.P.

________________________________            By:_________________________________

                                            Title:______________________________

                                            SELLER:

ATTEST:                                     CALDWELL DEVELOPMENT, INC.

________________________________            By:_________________________________

                                            Title:______________________________

                                            (Signatures continue on next page)


Escrow Agent hereby acknowledges receipt of
The First Deposit and agrees to hold and disburse
The Deposit in accordance with all of the terms
and conditions of the foregoing Agreement.

ESCROW AGENT
------------



By:__________________________________

42260



