CEDAR INCOME FUND LTD /MD/
EXHIBIT 10.3
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<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10-3.txt
<DESCRIPTION>EXHIBIT 10.3
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                              STAND-STILL AGREEMENT


         THIS AGREEMENT dated May 31, 2002 by and between ROBERT J. AMBROSI
("Ambrosi"), residing at 1401 Broad Street, Clifton, NJ 07013 and ARC
PROPERTIES, INC., ("ARC") with an office at 1401 Broad Street, Clifton, NJ 07013
(together sometimes referred to herein as "Warrant-Holder") and CEDAR INCOME
FUND, LTD., a Maryland corporation, with offices at 44 South Bayles Avenue, Port
Washington, NY 11050 ("CIF");

                                   WITNESSETH:

         WHEREAS, ARC has acquired warrants (the "Warrants") to purchase
operating partnership units (the "Operating Partnership Units") in Cedar Income
Fund Partnership L.P. (the "Partnership"), which are redeemable for shares of
Common Stock of CIF ("Shares") in accordance with the terms of the partnership
agreement of the Partnership;

         WHEREAS, CIF is a real estate investment trust, qualified as such under
the applicable provisions of the Internal Revenue Code and would lose its
qualification as a real estate investment trust in the event that five or fewer
(individual) shareholders own in the aggregate, directly or indirectly, more
than 50% of its stock;

         WHEREAS, CIF is a corporation whose shares are listed on the NASDAQ
(Small Cap) Stock Market and is subject to the applicable provisions of the
Securities Act, the Securities and Exchange Act and the rules and regulations
promulgated by the Securities and Exchange Commission and NASDAQ, and
Warrant-Holder will be required to effect certain filings pursuant to those
laws, rules and regulations with respect to the purchase of a substantial
ownership interest;

         WHEREAS, CIF believes it to be in its best interests and in the best
interest of its shareholders to avoid a possible adverse holding or change of
control involving a shareholder or operating partnership unit-holder whose
interests may or may not coincide with those of CIF and its shareholders;

         WHEREAS, CIF wishes to limit any sale of the Warrants, Operating
Partnership Units and/or the stock of CIF held by Warrant-Holder to avoid undue
harm to shareholders and CIF or undue disruption of trading in CIF's stock; and

         WHEREAS, Warrant-Holder wishes to establish a long-term positive
relationship with CIF, its directors and its management, and has agreed to enter
into certain "standstill" arrangements pursuant to which it will undertake,
among other things, to acquire no substantial additional Operating Partnership
Units or stock of CIF or to sell or otherwise dispose of the Warrants, Operating
Partnership Units or CIF stock without approval of CIF's Board of Directors;

         NOW, THEREFORE, the parties hereto hereby, for good and valuable
consideration, the receipt of which is hereby acknowledged, have entered into
this Agreement.





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         1. Restriction on Certain Actions. During the term of this Agreement,
Warrant-Holder, without the prior consent of CIF's Board of Directors, will not,
nor will he or it permit any affiliate (as such term is defined in Rule 12b-2 of
Regulation 12B under the Securities Exchange Act of 1934, as amended, (the
"Act")) of Warrant-Holder, to:

                  (a) acquire (other than through stock splits or stock
dividend), directly or indirectly or in conjunction with or through any other
person, by purchase or otherwise, beneficial ownership of any additional Shares
or any other securities of CIF entitled to vote generally for the election of
directors ("Voting Securities"), Warrants or Operating Partnership Units or any
right or option to acquire additional Operating Partnership Units or Shares;

                  (b) directly or indirectly or through any other person,
solicit proxies with respect to Voting Securities under any circumstance; or
become a "participant" in any "election contest" relating to the election of
directors of CIF (as such terms are used in Rule 14a-11 of Regulation 14A under
the Act);

                  (c) deposit any Voting Securities in a voting trust, or
subject any Voting Securities to a voting or similar agreement;

                  (d) directly or indirectly or through or in conjunction with
any other person, engage in a tender or exchange offer for CIF's Voting
Securities made by any other person or entity without the prior written approval
of CIF, or engage in any proxy solicitation or any other activity with any other
person or entity relating to CIF without the prior approval of CIF;

                  (e) take any action alone or in concert with any other person
to acquire or change the control of CIF or, directly or indirectly, participate
in, or encourage the formation of, any group seeking to obtain or take control
of CIF; or

                  (f) sell, transfer, pledge or otherwise dispose of or encumber
any Warrants, Operating Partnership Units or Voting Securities except (i) as set
forth in Section 2 hereof, (ii) by operation of law, provided that the
transferee agrees to be bound by all the provisions of this Agreement.

         2. Sale of Voting Securities. During the term of this Agreement,
Warrant-Holder may sell all or part of his or its holding of Voting Securities
as follows:

                  (a) in accordance with the volume limitations of Rule 144
under the Securities Act of 1933, as amended, in unsolicited brokerage
transactions effected on a national securities exchange or in the
over-the-counter market; or

                  (b) otherwise through a broker-dealer, provided that not more
than the number of Voting Securities which, when added to the number of Voting
Securities held by the four (4) largest shareholders equals 50% of the Voting
Securities outstanding, are placed with any one person or group. Warrant-Holder
shall give CIF prior written notice of any proposed sale pursuant to this
paragraph.




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                  (c) If sales are to be made pursuant to subdivision (a) or (b)
above, they shall be made in accordance with Rule 144 if applicable and in such
a manner as to effect as wide a distribution of the Voting Securities as
reasonably practicable.

         3. Voting of Voting Securities. During the term of this Agreement,

                  (a) Warrant-Holder shall vote all Voting Securities owned by
him or it or their affiliates on any matters proposed by the Board of Directors
and presented to CIF's stockholders; provided, however, that Warrant-Holder
shall not vote any Voting Securities owned by him or it or their respective
affiliates in favor of nominees for directors of CIF if such nominees have not
been nominated by the Board of Directors.

                  (b) Warrant-Holder and his or its affiliates shall cause their
Voting Securities to be duly represented, in person or by proxy, at each meeting
of stockholders of CIF duly called by the Board of Directors.

         4. Term. Subject to the provisions of Section 5 hereof, the term of
this Agreement shall be for a period of five (5) years commencing on the date
hereof;

         5. Termination of Restrictions. The restrictions on sale of Voting
Securities contained in Sections 1(f) and 2 hereof shall terminate in any of the
following events:

                  (a) a person or group of persons unaffiliated with
Warrant-Holder shall make an offer to purchase a number of shares of Common
Stock or other Voting Securities which would entitle such person or persons to
vote a majority of the Voting Securities of CIF and a majority of the members of
the Board of Directors of CIF does not oppose such offer or recommend against
acceptance thereof by the shareholders of CIF; or

                  (b) CIF shall enter into an agreement with any party providing
for an offer to be made to purchase shares of Common Stock of CIF and a majority
of the Board of Directors approves or recommends acceptance of such tender
offer; or

                  (c) CIF enters into an agreement calling for the merger or
consolidation of CIF with or into any other corporation in which CIF shall not
be the survivor or in which CIF's outstanding capital stock shall be converted
into cash or other property and notice of a meeting of shareholders called for
approval of such merger agreement shall be given; provided, however, that
Warrant-Holder shall not thereafter effect any sale or disposition of Voting
Securities in such manner as to materially change the terms of the proposed
merger; or

                  (d) there shall occur the election or appointment to the Board
of Directors of CIF at any time or from time to time of a number of persons
equal to or greater than a majority of the number of members of the Board of
Directors of CIF in opposition to nominees of the Board of Directors of CIF or
without the approval or consent of the majority of the Board of Directors of
CIF.





<PAGE>

         6. Legend and Stop Transfer Order.

            (a) Warrant-Holder agrees:

                (i) to the placement of the following legend on each certificate
representing Voting Securities (and Operating Partnership Units, as applicable)
owned by Warrant-Holder of any affiliate:

         "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 by and between Robert Ambrosi, ARC
Properties, 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."

                (ii) That CIF may give stop transfer orders to its transfer
agent with respect to the Shares.

            (b) The transfer of any Voting Securities (or Operating Units or
Warrants) which are sold in contravention of the provisions of this Agreement
shall not be registered on the books of CIF, and no person to whom any such sale
is made shall be recognized as the holder of such Voting Securities (or
Operating Units or Warrants) or acquire any voting, dividend or other rights in
respect thereof.

            (c) At any time after the termination of this Agreement and, during
the term of this Agreement, so long as Warrant-Holder is not in default
hereunder, Warrant-Holder may submit certificates bearing the legend set forth
in (a) above to the Company's transfer agent and CIF agrees to have such
transfer agent promptly exchange such certificates for new certificates without
any legend. If the Warrant-Holder has the right to have the legend removed from
the certificate following the sale of the Shares represented thereby, CIF agrees
to have its transfer agent promptly issue a new certificate to the purchaser
without any legend thereon.

         7. Specific Enforcement. The parties hereto recognize and agree that,
in the event that any of the terms of Sections 1, 2 and 3 were not performed in
accordance with their specific terms or were otherwise breached, immediate
irreparable injury would be caused, for which there is no adequate remedy at
law. It is accordingly agreed that in the event of a failure by any party to
perform its obligations hereunder, any other party shall be entitled to specific
performance through injunctive relief to prevent breaches of the terms of such
sections and to specifically enforce such sections and the terms and provisions
thereof in any action instituted in any court of the United States or any state
thereof having subject matter jurisdiction, in addition to any other remedy to
which the party may be entitled, at law or in equity.


         8. Miscellaneous.

            (a) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the successors and assigns,
and transferees by operation of law, of the parties hereto or otherwise bound
hereby, whether or not any such person is a party hereto. Except as otherwise
expressly provided for herein, this Agreement shall not inure to the benefit of,
be enforceable by or create any right or cause of action in any person,
including without limitation any stockholder of CIF, other than the parties
hereto.





<PAGE>

                  (b) Amendments. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by the parties hereto. However, a party may waive in writing
any condition to the obligations of another party hereunder.

                  (c) Notices. All notices hereunder shall be given as set forth
in the Warrant between Cedar Income Fund Partnership, L.P. and the
Warrant-Holder.

                  (d) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal law of the Sate of New York without
giving effect to the principles of conflicts of laws thereof.

         IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on the date first above written.


WITNESS:                                     ARC PROPERTIES, INC.


                                             By: /s/ Robert J. Ambrosi
--------------------------------                 -------------------------------
                                                 Name:  Robert J. Ambrosi
                                                 Title: President


                                                 /s/ Robert J. Ambrosi
--------------------------------                 -------------------------------
                                                 Robert J. Ambrosi


                                                 CEDAR INCOME FUND, LTD.


                                                 By: /s/ Leo S. Ullman
--------------------------------                 -------------------------------
                                                 Name:  Leo S. Ullman
                                                 Title: President







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