CEDAR INCOME FUND LTD /MD/
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                     REAL ESTATE PURCHASE AND SALE AGREEMENT



         THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (the "Agreement") is made
as of this 1st day of February, 2002 (the "Effective Date"), by and between
CEDAR INCOME FUND PARTNERSHIP, L.P. ("Seller") and SOUTHPOINT PARKWAY CENTER,
L.C., a Florida limited liability company corporation ("Purchaser").

         WHEREAS, Seller is the owner of fee simple title to approximately 11.73
gross acres (+/-) of real property located in Duval County, Florida, generally
described on Exhibit "A" attached hereto and made a part hereof (the "Land");
and

         WHEREAS, Seller desires to sell and Purchaser desires to purchase the
Land, together with the following: (a) the buildings and all other improvements
located on the Land (the "Improvements"); (b) any appurtenances, rights,
rights-of-way, easements, portions of any streets, ways, alleys, passages, gores
of land, licenses and privileges belonging or appurtenant thereto; (c) Seller's
interest in all rights to the development of the real property granted by each
of the governmental entities having jurisdiction over the real property,
including, without limitation, Seller's interest in any licenses, permits,
approvals, dedications, concurrency certificates, certificates of occupancy,
warranties, contract rights or rights to develop as may be required or necessary
to permit the development of the Land by Purchaser and all trade names and logos
used by Seller to identify the Property; (d) Seller's interest in any surveys,
maps, studies, reports, or other written or electronically stored information in
Seller's possession or control in connection with the ownership, permitting, or
development of the Land; (e) all the personal property owned by Seller, if any,
located upon the Land and the Improvements and used exclusively in connection
with the operation thereof (the "Personal Property"); and (f) all of the
Seller's right, title and interest as landlord under any leases or other
occupancy agreements for any portion of the Property (the "Leases") (the Land
together with the foregoing real property, development rights, and permits, and
all other rights and appurtenances being referred to herein as the "Property").


         NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as
follows:

         1. Sale. Seller has agreed and does hereby agree to sell and convey
unto Purchaser, and Purchaser has agreed and does hereby agree to purchase the
Property from Seller, together with all and singular the rights and
appurtenances pertaining thereto, including any right, title and interest of
Seller in and to adjacent streets, roads, alleys or rights-of-way, and such
access and utility easements as are hereinafter described.


<PAGE>

         2. Purchase Price. Subject to credits, adjustments and prorations, the
total purchase price (the "Purchase Price") to be paid to Seller by Purchaser
for the Property is Four Million Seven Hundred Thousand and No/100 Dollars
($4,700,000.00) payable as follows:

            (a) Initial Deposit. On the Effective Date, Purchaser shall deposit
the sum of Fifty Thousand and No/100 Dollars ($50,000.00) (the "Initial Deposit"
or "Deposit") with Sturt H. Widowski, Esq., as Escrow Agent, Cedar Bay Realty
Advisors, Inc., 44 South Bayles Avenue, Suite 304, Port Washington, NY 11050
(the "Escrow Agent").

            (b) Cash Payment. On the Closing Date, the Purchaser shall pay the
remainder of the Purchase Price to the Seller, of which the Deposit given
hereunder shall constitute a part (increased or diminished by prorations and
adjustments provided for herein) by confirmed wire transfer.

         3. Title and Survey Matters.

            (a) Condition of Title. At Closing, Seller shall convey good and
marketable fee simple title to the Property to Purchaser by means of a Special
Warranty Deed (the "Deed") in recordable form conveying the Property to
Purchaser free and clear of all covenants, conditions, claims, liens,
restrictions, leases, homestead rights and encumbrances except for the following
items (the "Permitted Encumbrances"): (i) real property taxes for the year of
closing and subsequent years (subject, however, to adjustments pursuant to
Section 8(b) hereof); and (ii) those items approved by Purchaser pursuant to
Section 3(d) hereof; and (iii) those items listed on Exhibit F; and (iv) all
conditions disclosed on the existing survey dated May 2, 2000 and (v) the
Leases, as hereinafter defined.

            (b) Preliminary Title Report. Within ten (10) days after the
Effective Date of this Agreement, Seller, at Seller's expense, shall obtain and
deliver to Purchaser a title insurance commitment for the Property (the
"Commitment") from Chicago Title Insurance Company and issued by New York Land
Services, Inc., 630 Third Avenue, 5th Floor, New York, NY 10017, as the title
agent ("Title Agent"), dated subsequent to the Effective Date of this Agreement,
together with copies of all title exceptions shown thereon. The Commitment shall
show title to the Property to be held by Seller and to be good and marketable,
together with legible copies of all recorded instruments referred to therein, in
an amount equal to the Purchase Price and subject only to the standard
exceptions described as such on Exhibit F ((a) - (f) of which shall be deleted
at Closing), the Permitted Encumbrances, and any other exceptions shown on the
Commitment to which Purchaser has not objected within the time provided in
Section 3(d) hereof.

            (c) Survey. Within twenty (20) days after the Effective Date of this
Agreement, Seller shall deliver to Purchaser an updated survey (the "Survey") of
the Property by a licensed surveyor of the State of Florida. The Survey must be
acceptable to the Purchaser, acting reasonably, and shall be certified in favor


                                       2

<PAGE>

of the Purchaser, the Seller, any lender, the title agent, and the Title
Company. Upon acceptance of the Survey, the legal description therein shall be
substituted as the description of the Property for the purposes of this
Agreement. If the legal description has changed, then the Seller shall have the
title agent endorse the Commitment accordingly. The Survey shall locate all
locatable easements affecting the Property, alleys, streets, rights of way,
utility easements, improvements and other manmade objects which are located upon
the Property, and shall certify as to whether the Property lies within a special
flood hazard zone as determined by the United States Department of Housing and
Urban Development. If the Property lies within a flood zone, the certification
shall state the flood zone. The Survey shall be dated and signed by a registered
and/or licensed land surveyor in the state of Florida. The surveyor's seal shall
be affixed to the Survey. The surveyor's registration and/or license number
shall be indicated thereon and the metes and bounds legal description of the
Property shall be set forth on the Survey. Any other survey requirements in the
Commitment shall also be complied with by the surveyor so as to enable the Title
Company or the Title Company's agent to delete the standard "survey" exception
from the Commitment and title policy. Purchaser agrees that the format of the
existing survey satisfies each of the foregoing requirements. Purchaser shall
accept the existing May 2, 2000 survey in lieu of an updated survey if the Title
Company deletes the standard "survey" exception from the Title
Commitment/Policy.

            (d) Review by Purchaser. Within ten (10) days after receipt of each
of the Commitment and the Survey as provided for in this Section 3, Purchaser
shall notify Seller in writing of any title or survey matters, as applicable, of
which Purchaser disapproves. Any matters set forth in the Commitment and Survey
not disapproved by Purchaser pursuant to this Section 3(d) shall be deemed to be
approved by Purchaser. In the event Purchaser so notifies Seller of any matters
which it disapproves, other than Permitted Exceptions and those which Seller
shall agree by written notice to Purchaser to discharge at or before Closing,
within fifteen (15) days after Purchaser's notice of disapproval Seller shall
have the right, but not the obligation, to eliminate or cure such disapproved
matters or to make arrangements, satisfactory to Purchaser, to have such
disapproved matters eliminated or cured prior to the Closing. Notwithstanding
the foregoing, Seller shall be obligated to cure (and may use any proceeds of
the sale for such purpose) all objections to title set forth below (herein
referred to as "Monetary Objections"):

                (i)   All mortgages or security interests affecting Seller's
                      interest in the Property;

                (ii)  All past due ad valorem taxes and assessments of any kind
                      constituting a lien against the Property to the extent
                      such assessments can be cured by the payment of money and
                      is due and payable prior to the Closing Date;

                                       3
<PAGE>

                (iii) All voluntary liens (including liens for non-payment of
                      any sums for which Seller is contractually obligated)
                      affecting Seller's interest in the Property; and

                (iv)  All involuntary liens affecting Seller's interest in the
                      Property curable by the payment of money up to $150,000
                      (provided that if such involuntary lien is not curable by
                      the payment of money up to $150,000 then Seller shall not
                      be obligated to cure same, in which case Seller shall
                      notify Purchaser of its decision not to cure such
                      involuntary lien (if it in fact so elects) in which event
                      Purchaser shall have the right (as its sole and exclusive
                      remedy), within five (5) business days of such notice, to
                      cancel this Agreement, receive return of its Deposit, and
                      be reimbursed for its actual out-of-pocket expenses not to
                      exceed $30,000, upon which neither party shall have any
                      further obligations to the other, except for such
                      provisions which explicitly survive the termination of
                      this Agreement).

                (v)   Judgments which have attached to and become a lien against
                      Seller's interest in the Property.


         If Seller is unable or unwilling within the aforesaid fifteen (15) day
period to eliminate or cure all such disapproved matters (except Monetary
Objections which Seller agrees to cure at or prior to Closing), or make
satisfactory arrangements to have all such matters eliminated or cured prior to
Closing, Purchaser shall have the right, to terminate this Agreement by written
notice to Seller given within ten (10) days after the expiration of the Seller's
fifteen (15) day cure period and recover the Deposit together with interest
earned thereon and the parties shall have no further obligations or liabilities
hereunder, except for such provisions which explicitly survive the termination
of this Agreement; or if no such termination notice is given, Purchaser shall be
deemed to have waived such disapproval and shall proceed to close. If such
termination notice is given, then Seller will not be obligated to reimburse
Purchaser for its due diligence expenses otherwise required under Section 13(a)
hereof.

            (e) Title Insurance. The Title Company or the title agent, shall at
the time of the Closing "mark-down" the Commitment with the requirements of
subsection (a) hereinabove, including deletion of all standard exceptions
(except the lien for current taxes not yet due and payable) and shall show that
good and marketable title to the Property is vested in Purchaser, subject only
to Permitted Encumbrances.

         4. Investigation Period. From the Effective Date of this Agreement, and
continuing for a period of thirty (30) days thereafter (the "Investigation
Period"), Seller shall permit, and to the extent reasonably required by
Purchaser, but at no cost to Seller, shall cooperate with Purchaser in the
making of a complete inspection and investigation of the Property and of


                                       4
<PAGE>

Seller's records relating thereto. Such investigation may include, at
Purchaser's discretion, without limitation, soil samples, ground water testing,
and geotechnical surveys and testing, and an environmental site assessment.
After such investigation, if Purchaser, in its sole and absolute discretion,
determines that the Property is not satisfactory to the Purchaser for any reason
whatsoever, then Purchaser may terminate this Agreement only by notifying Seller
of such termination in writing within the Investigation Period, and upon such
notice the Escrow Agent shall return the Initial Deposit to Purchaser and this
Agreement shall become null and void (except for such provisions which explicity
survive termination). Except as otherwise provided herein, if Purchaser fails to
notify Seller of its termination of this Agreement before the expiration of the
Inspection Period as set forth above, then Purchaser shall be deemed to have
waived its right of termination under this Section, and thereafter, the Deposit,
together with all interest earned thereon shall become non-refundable to the
Buyer unless the contract is terminated due solely to Seller's material default.

         5. Access to Property. Purchaser and/or its agents shall have the right
to enter upon the Property at any time after the execution and delivery hereof
for the purpose of inspecting, surveying, staking, engineering, test boring,
wetlands audit, drainage, percolation, environmental audits and such other
similar inspection as the Purchaser shall consider appropriate. Purchaser shall
comply with all laws and rules and regulations of any governmental authority and
obtain all licenses and permits required in connection with the aforementioned
activities. Purchaser agrees that no permanent damage to the Property shall be
caused by such tests, and that if damage occurs, and Purchaser elects not to
close this transaction, any damage will be cured at Purchaser's expense.
Purchaser will at all times hereafter indemnify and save harmless the Seller
against any liability, loss, damage, costs or expenses (including reasonable
attorney's fees) which Seller may incur or sustain by reason of Purchaser's
exercise of its right to enter upon the Property, including any damage thereto
or to any person or other property or the filing of any lien(s) against the
Property, and the maintenance of any action, suit or proceeding to foreclose or
otherwise enforce such lien(s) against the Property or the Seller, which
indemnity shall survive the termination or the closing of this Agreement.

         Prior to any entry to perform any on-site testing, Purchaser shall give
Seller written notice thereof including the identity of the company or persons
who will perform such testing and the proposed scope of the testing. Seller
shall approve or disapprove, which approval shall not be unreasonably withheld,
the proposed testing within one (1) business day after receipt of such notice,
unless such notice proposes invasive or intrusive testing, in which case Seller
shall have three (3) business days after receipt of such notice to approve or
disapprove such invasive or intrusive testing. Seller hereby pre-approves the
contractors and tests described on Exhibit G. If Purchaser or its agents,
employees or contractors take any sample from the Property in connection with
any approved testing, Purchaser shall provide to Seller a portion of such sample
being tested to allow Seller, if it so chooses, to perform its own testing
(Seller's approval of such testing being deemed a request for such samples).
Seller or its representative may be present to observe any testing or other

                                       5

<PAGE>

inspection performed on the Property. The costs and expenses of such inspections
shall be borne solely by Purchaser, and shall be paid by Purchaser whether or
not the Closing occurs. Any physical inspection of the Property shall be
conducted by Purchaser on business days during normal business hours after no
less than one (1) business day's prior written notice to Seller and in a manner
not to disrupt the Tenants or Seller's business in any unreasonable manner.
Purchaser shall promptly deliver to Seller duplicate copies of all reports, test
results or other materials prepared in connection with its review of the
Premises.

         Purchaser shall ensure that its agents and contractors maintain public
liability and property damage insurance with single occurrence coverage of at
least One Million ($1,000,000) Dollars and aggregate coverage of at least Two
Million ($2,000,000) Dollars, naming Seller and its property manager as
additional insureds, to insure against all liability (including, without
limitation, environmental liability) incurred by or caused by Purchaser's
agents, employees or contractors, arising out of any entry or inspections of the
Property pursuant to the provisions thereof, and Purchaser shall provide Seller
with evidence of such insurance coverage prior to any entry onto the Property by
Purchaser's employees, contractors or agents. Purchaser shall be solely
responsible for the proper management and disposal, including, but not limited
to, the execution of any necessary documentation, of any wastes created or
extracted during Purchaser's investigation of the Property.


         6. Materials. Within five (5) days from the Effective Date of this
Agreement, Seller shall deliver to Purchaser copies of all materials in Seller's
files relating to the Property, including without limitation all title
information, surveys, environmental reports, soils reports, geotechnical
studies, engineering information, wetlands information, permits, zoning and
concurrency information, any PUD ordinances, platting and subdivision
information, rent rolls, operating statements, accounts receivable and aging
reports, Contracts, Leases, estoppel letters, and other financial information
concerning the operation of the Property as Purchaser may reasonably request
(collectively, the "Materials"). The Materials shall be promptly returned to
Seller upon termination of this Agreement or Default by Purchaser. The Materials
will be used by Purchaser solely for the purpose of evaluating the possible
acquisition of the Property.

         7. Representations and Warranties of the Seller. In addition to any
representations and warranties elsewhere contained in this Agreement, Seller
represents and warrants to the Purchaser as follows:

            (a) Seller is a limited partnership organized under the laws of
Delaware.

            (b) Cedar Income Fund, Ltd. is the general partner of the Seller and
is empowered to execute this Agreement on behalf of Seller.


                                       6
<PAGE>

            (c) To the best of Seller's knowledge, there is no pending or
contemplated condemnation or similar proceeding affecting the Property or any
portion thereof.

            (d) At the time of Closing, Seller shall have full right, power and
authority to execute and deliver this Agreement and to sell and convey the
Property to Purchaser as herein provided and to carry out its obligations
hereunder.

            (e) Seller is not a "foreign person" as defined in Section 1445 of
the Internal Revenue Code and shall comply with all requirements imposed by the
Foreign Investment in Real Property Act of 1980 ("FIRPTA"), as amended, and if
applicable, Seller shall execute an affidavit attesting to such fact, or shall
evidence compliance with any withholding of sales proceeds required pursuant to
FIRPTA.

            (f) Except for the tenants under the Leases set forth on the rent
roll attached as Exhibit B hereto (the "Rent Roll"), there are no parties in
possession of any portion of the Property as lessees, tenants at sufferance or,
to the best of Seller's knowledge, trespassers.

            (g) The copies of the Leases, which will be made available to
Purchaser as part of the Materials during the course of the Inspection Period,
will be true, correct and complete copies thereof. Between the end of the
Inspection Period and the Closing Date, Seller will not terminate or materially
modify any of the Leases, enter into any new Leases or grant additional renewal
rights to any tenant, without the consent of Purchaser, not to be unreasonably
withheld, and if no response is received by Seller in five (5) business days,
shall be deemed given. During the Inspection Period, Seller will advise
Purchaser of the terms of any proposed new Lease or material modification of any
existing Lease, or of any termination, and will otherwise keep Purchaser
informed of any matters which materially affect the Leases or leasing in the
Property. No Leases are in material default except those defaults identified in
Exhibit C attached hereto. Furthermore, the Seller has no continuing obligations
under any of the Leases for the construction of tenant improvements or for the
payment of any leasing commissions except on future renewals or expansions as
described on the Rent Roll. Seller and Purchaser will cooperate with each other
during the Inspection Period to identify and communicate with each other
concerning material Lease defaults, whether now existing or subsequently
arising. No rent or reimbursement has been paid more than one (1) month in
advance and no security deposit has been paid, except as stated on the Rent
Roll. Seller has paid and will continue to pay the sales taxes due on the rents
and other sums payable under the Leases for such periods as Seller owns the
Property, subject to normal Closing prorations. Each of the Leases is freely
assignable by the Seller to Purchaser as part of this transaction.

            (h) Except for the Leases, Permitted Encumbrances and the service
contracts set forth on Exhibit D attached hereto (the "Contracts"), there are no
service contracts or similar agreements concerning the furnishing of goods and
services to the Seller with respect to the Property which will survive the
Closing. The copies of the Contracts to be delivered to Purchaser as part of the

                                       7

<PAGE>

Materials will be true, correct and complete copies thereof. Between the end of
the Inspection Period and the Closing, Seller will fulfill its obligations under
all Contracts, and during such period will not terminate or materially modify
any Contracts or enter into any new Contract without the consent of Purchaser
(not to be unreasonably withheld) except such obligations as are freely
terminable without penalty upon not more than thirty (30) day's written notice.
Seller further agrees that it will promptly provide Purchaser with notice of and
copies of any such Contracts entered into after the Effective Date so that this
representation regarding the Contracts set forth on Exhibit D remains true and
correct at all times hereunder.

            (i) From and after the date hereof and until the Closing, Seller
covenants to keep and maintain and operate the Property substantially in the
manner in which it is currently being maintained and operated and covenants not
to cause or permit any waste nor undertake any action with respect to the
operation thereof outside the ordinary course of business without Purchaser's
prior written consent, not to be unreasonably withheld. Seller covenants not to
remove from the Improvements or the Real Property any article included in the
Personal Property, without replacing the same with a replacement of the same
general quality and/or type. Seller covenants to maintain until Closing such
occupational licenses and permits as are required by law for its operation of
the Property, and to carry such casualty and liability insurance on the Property
as is presently being carried.

            (j) To the best knowledge of Seller, the Property is properly zoned
for its present use. Seller has received no formal notification of any proposed
change in zoning with regard to any of the Property.

            (k) The Rent Roll is true and correct in all material respects.
Seller shall use commercially reasonable efforts to obtain current Tenant
Estoppel Letters (as defined herein) from all Tenants under the Leases. However,
in the event Seller is unable to obtain current Tenant Estoppel Letters from all
of the Tenants on the Rent Roll, then Seller shall provide Purchaser with
current Tenant Estoppel Letters from Tenants of at least eighty percent (80%) of
the Tenants on the Rent Roll, and Seller shall provide a current landlord
estoppel letter executed by the Seller, as landlord, for the remaining Leases of
the Property in substantially the same form and with the same information
contained in the Tenant Estoppel Letters.

            (l) Neither the execution and delivery of this Agreement by Seller
nor the consummation by Seller of the transactions contemplated hereby will (a)
require Seller to obtain any permit, authorization, consent, or approval of, any
governmental or regulatory authority; (b) conflict with or breach any provision
of the limited partnership agreement of Seller; (c) violate or breach any
provision of, or constitute a default (or an event of which, with notice or
lapse of time or both, would constitute a default) under, any note, bond,
mortgage, indenture or deed of trust to which Seller is a party; or (d) violate
any order, writ, injunction, decree, judgment, statute, law or ruling of any
court or governmental authority applicable to Seller.


                                       8
<PAGE>

            (m) To the best of Seller's knowledge, the Property is in
substantial compliance with all applicable federal, state and local laws and
regulations relating to health, safety, pollution control and environmental
contamination, including but not limited to, all laws and regulations governing
the generation, use, collection, treatment, storage, transportation, recovery,
removal, discharge or disposal of hazardous materials, and the storage of
petroleum products and all other laws for the protection and safety of health,
natural resources or the environment. To the best of Seller's knowledge, except
as otherwise disclosed on the Environmental Reports delivered to Purchaser, the
Property does not contain any materials containing or producing any
polychlorinated biphenyls or asbestos, including, without limitation, any
asbestos fireproofing or insulation, kerosene, gasoline or other toxic petroleum
products, toxic pesticides or herbicides, volatile solvents or radioactive
materials, or any underground tanks of any kind. To the best of Seller's
knowledge, except as otherwise disclosed on the Environmental Reports delivered
to Purchaser, the Property has never been used as a landfill. Seller has not
received written notice of any alleged violation of, nor been the subject of any
administrative or judicial proceeding pursuant to such laws or regulations. No
written claim has been asserted against the Seller or, to the best of Seller's
knowledge, against any other person relating to environmental matters on the
Property, including, but not limited to, any claim arising from past
environmental practices asserted under any federal, state or local environmental
statute or other Environmental Laws (as hereinafter defined). The term
"Environmental Laws" includes, without limitation, the federal Comprehensive
Environmental Response Compensation and Liability Act of 1980 ("CERCLA"), the
Superfund Amendments and Reauthorization Act, the federal Water Pollution
Control Act, the federal Clean Air Act, the federal Clean Water Act, the federal
Resources Conservation and Recovery Act of 1976 (including the Hazardous and
Solid Waste Amendment to RCRA), the federal Solid Waste Disposal Act, the
federal Toxic Substance Control Act, the federal Insecticide, Fungicide and
Rodenticide Act the federal Occupational Safety and health Act of 1970, the
federal National Environmental Policy Act, the federal Hazardous Materials
Transportation Act, the Florida Solid and Hazardous Waste Management Act, the
Florida Air and Water Pollution Control Act, and the Florida Pollutant Spill
Prevention and Control Act, each as amended and as now or hereafter in effect,
and any similar federal, state or local law.

            (n) To the best of Seller's knowledge, neither the Land nor or any
portion thereof is subject to any fees, dues, charges or special assessments
(private or governmental), whether or not presently a lien thereon, except for
the lien of taxes not yet due and payable, and except as otherwise disclosed to
Purchaser in writing or as set forth in the Title Commitment.

            (o) To the best of Seller's knowledge, there are no actions, suits,
litigation, or proceedings of any kind or nature whatsoever, legal or equitable,
affecting the Leases or the Land, or any portion or portions thereof or relating
to or arising out of the ownership of the Land, in any court or before any
federal, state, county or municipal department, commission, board, bureau or
agency or other governmental instrumentality.


                                       9

<PAGE>

            (p) To the best of Seller's knowledge, no present material default
or breach exists under any restrictions contained within any permits,
ordinances, development order, any encumbrance affecting the Land, or any
covenants, conditions, restrictions, rights-of-way or easements which may affect
the Land, or any portion or portions thereof, and Seller has no actual knowledge
or notice of any condition or circumstance which, with the passage of time
and/or the giving of notice, or otherwise, would constitute or result in a
material default or breach under any permits, ordinance, development order, any
encumbrance, covenants, conditions, restrictions, rights-of-way or easements.

            (q) The execution and delivery of this Agreement and the
consummation of the transactions contemplated herein will not and do not
constitute a violation or breach by Seller of any provision of any agreement or
other instrument to which Seller is a party or to which Seller may be subject
although not a party, nor result in or constitute a violation or breach of any
judgment, order, writ, injunction or decree issued against Seller.

            (r) There are no voluntary or involuntary proceedings in bankruptcy
or pursuant to any other debtor relief laws filed by Seller or pending or, to
the best of Seller's knowledge threatened against Seller or the Property.

            (s) To the best of Seller's knowledge, there are no liens or
security interests affecting the Property, except for the Permitted Encumbrances
and those mortgages and liens which will be released at Closing and that title
to the Property can be conveyed by Seller to Purchaser without the joinder or
consent of others.

            (t) To the best of Seller's knowledge, Seller is in material
compliance with the requirements of all applicable state and local governmental
authorities with respect to the Property. Seller has not received any notices
from any city, county, state or other governmental authority or other person or
entity of currently existing violations in respect to the Property.

            (u) To the best of Seller's knowledge, there are no defaults and no
events have occurred which with notice and the passage of time would constitute
a default under any of the Leases affecting the Property.

         These provisions of Section 7 shall survive the Closing for a period of
six months after Closing.

         No Other Representations. Purchaser to date and during the Due
Diligence Period will have made such examination of the Premises, the operation,
income and expenses thereof and all other matters affecting or relating to this
transaction as Purchaser shall deem necessary. Purchaser affirms that Seller has
not made nor has Purchaser relied upon any representation, warranty or promise
made by Seller or any broker or any representative or agent of Seller, nor has
Purchaser relied on any information or material provided by Seller or any broker


                                       10

<PAGE>

or any representative or agent of Seller, with respect to any of the following
("Premises Conditions"): the Premises or its physical condition, income,
expenses, operation or use, or the laws, ordinances, rules and regulations
applicable to the Premises or compliance of the Premises therewith, or any other
matter or thing affecting or related to the Premises, except as specifically set
forth in this Agreement. It is understood and agreed that Purchaser is acquiring
and will accept conveyance of the Premises and the equipment and fixtures
therein in their "as is" condition, subject to reasonable wear and tear prior to
closing of title. Purchaser hereby releases and agrees that it shall not seek
recourse of any kind against Seller or any of its employees, contractors,
attorneys, partners, agents or representatives for any claims, loss, cost or
expense of any kind related to or arising from any of the Premises Conditions.

         For the purpose hereof, the words "To the best of Seller's knowledge"
or words of similar import shall be deemed to mean, and shall be limited to, the
actual (as distinguished from implied, imputed or constructive) knowledge of
Seller after, and based solely upon, making inquiry of Brenda J. Walker and Leo
S. Ullman (without imposing any independent duty of inquiry on such individuals,
except that Seller agrees to request in writing confirmation of representations
made "to the best of Seller's knowledge" from the local leasing agent).

         8. Representations and Warranties of Purchaser.

         Purchaser hereby represents and warrants to Seller as follows:

            (a) Organization. Purchaser is a limited liability company duly
formed and in good standing under the laws of Florida.

            (b) Authority. This Agreement has been, and the documents,
instruments and agreements required to be delivered by Purchaser pursuant to
this Agreement, shall be duly executed and delivered by Purchaser and constitute
legal, valid and binding obligations of Purchaser enforceable in accordance with
their respective terms. Neither the execution, delivery or performance of this
Agreement, is prohibited by the terms of any agreement binding on Purchaser, or
requires Purchaser to obtain the consent, approval or authorization of, or
notice to or filing a registration with, any person, public authority or any
other entity.

         9. Closing and Related Matters.

            (a) Closing Date and Extension of Closing. The closing (the
"Closing") of this transaction shall occur within sixty (60) days after the
expiration of the Inspection Period ("Closing Date"), by mail, with all required
documents and payments to be delivered to the Title Agent prior to the Closing
Date, or at such other time as may be mutually agreed upon by the Seller and
Purchaser.

                                       11

<PAGE>

            (b) Prorations. The following items shall be prorated as of midnight
on the day preceding the Closing Date: (i) current real estate taxes applicable
to the Property for the year of closing. Taxes for the year of closing shall be
preliminarily prorated at Closing based on the current or most recent
ascertainable tax bill and calculated using the maximum applicable discount and
shall be reprorated, if necessary, upon the issuance of final bills therefor.
Any amounts due from either party to the other on the account of any such
reproration of taxes shall be paid in cash at that time; (ii) all basic rent,
percentage rent, and any other rents received by the Seller for the month of
Closing; (iii) all outstanding general or special assessments shall be paid when
due and payable, with Seller paying its share of any installments due before the
Closing Date and Purchaser assuming the obligation to pay its share of any
installments due on or after the Closing Date; and (iv) all actual, reasonable
and documented operating expenses of the Seller for the Property, which are
customarily paid by the owner of an office park similar to the Property in
Jacksonville, Florida, shall be prorated to the day before Closing, with the
Purchaser being responsible for the day of Closing. Any assessments after the
Closing Date, including any assessments for prior years due to a change in land,
usage or ownership, shall be paid solely by Purchaser, without any adjustment.

            (c) Further Adjustments to the Purchase Price. The Purchase Price
shall be further adjusted as of midnight of the day preceding the Closing Date
by subtracting the amount of security deposits, prepaid rents (exclusive of
charges for property taxes which shall be retained by Seller without credit to
Purchaser) from and credit balances of tenants under the Leases. Any rents,
percentage rents or tenant reimbursements paid by tenants after the Closing Date
but applicable to periods prior to the Closing Date shall be remitted to Seller
by Purchaser within ten (10) days after receipt. Purchaser shall undertake to
collect delinquencies in the ordinary course of its business through its
customary billing practices, but shall have no obligation to make other
nonbilling types of collection efforts or institute any litigation, and after
one (1) year from the Closing Date Purchaser shall have no obligation with
respect to pre-Closing delinquencies. Seller may separately institute litigation
for sums due it from tenants, but shall not attempt to evict any tenant. Seller
will remit to Purchaser within ten (10) days after receipt any rents, percentage
rents or tenant reimbursements received by Seller after Closing which are
attributable to periods occurring on or after the Closing Date. Undesignated
receipts after Closing of either Purchaser or Seller from tenants in the
Property shall be applied first to then-current rents and reimbursements for
such tenant(s) (Purchaser acknowledging that certain Tenants pay in arrears, in
accordance with the terms of their respective Leases, and as disclosed in the
Rent Roll), then to delinquent rents and reimbursements attributable to
post-Closing Date periods, and then to pre-Closing Date periods.


            (d) Closing Costs.

                (i)   Seller shall pay the following costs in connection with
                      the Closing: (1) Seller's attorney's fee; (2) documentary


                                       12

<PAGE>

                       stamps on the deed; (3) a real estate commission to
                       Weaver Realty Group, Inc. / Grubb & Ellis / Phoenix
                       Realty Group, Inc. and Brentway Management LLC (4) title
                       insurance premium for a standard (basic) owner's title
                       insurance policy in the amount of the Purchase Price; (5)
                       title search fees; and (6) satisfaction or release of any
                       mortgage encumbering the Property.

                (ii)   Purchaser shall pay the following costs in connection
                       with the Closing: (1) the cost of recording the Deed; (2)
                       Purchaser's attorney's fee; and (3) all inspection costs
                       and (4) any other costs not described in (d)(i) above.

            (e) Seller's Closing Documents. At the Closing, Seller shall
execute, acknowledge and deliver to Purchaser the following:

                (iii)  A special warranty deed duly executed in proper
                       recordable form, witnessed and acknowledged, conveying
                       fee simple title to the Property to Purchaser;

                (iv)   An Assignment of Leases executed in recordable form,
                       assigning all of the Seller's right, title and interest
                       as landlord in and to the Leases of the Property and all
                       security deposits and other sums from tenants held by
                       Seller with respect to the Leases to Purchaser;

                (v)    A general assignment of any operating licenses, permits,
                       approvals, Contracts, etc., affecting the Property;

                (vi)   A bill of sale of any personal property owned by Seller
                       which is located at the Property;

                (vii)  All keys and other means of access to the Improvements in
                       Seller's possession or control;

                (viii) An owner's affidavit, reasonably satisfactory to the
                       title insurance company, insuring Purchaser's fee simple
                       title to the Property;

                (ix)   Affidavit that Seller is not a "foreign person" as
                       defined in Section 1445 of the Internal Revenue Code;

                (x)    Originals of all Leases, Contracts, and Materials,
                       including, without limitation, tenant files and
                       correspondence, construction plans and specifications,
                       site plans, and sketches of the Property, to the extent
                       in Seller's possession or control;


                                       13
<PAGE>

                (xi)   An indemnity from Seller against breaches by the landlord
                       of the Leases and Contracts prior to the Closing Date;

                (xii)  An updated Rent Roll (as of the Closing Date) certified
                       by Seller for the Property;

                (xiii) Subject to the provisions of paragraph 7 (k) above,
                       Original tenant estoppel letters from each of the tenants
                       under the Leases, substantially in the form attached
                       hereto as Exhibit E or in the form which a particular
                       tenant is required to give under its Lease (the "Tenant
                       Estoppel Letters");

                (xiv)  An assignment of all warranties relating to the Property,
                       if any;

                (xv)   Letter to tenants signed by Seller and Purchaser
                       notifying the tenants of the acquisition of the Property
                       by Purchaser and directing the tenants to pay all rents
                       and other sums to Purchaser from and after the Closing
                       Date;

                (xvi)  A certificate from the Seller that the representations
                       and warranties of the Seller set forth in Section 7 of
                       this Agreement (other than (c), (i) or (j)) remain true
                       in all material respect as of the date of Closing
                       (subject to revisions to address any factual changes with
                       respect to (f), (k), (g), (m), (o), (r), (t) and (u); and

                (xvii) Such other documents as the Purchaser or the Title
                       Company may reasonably request to effect the transactions
                       contemplated by this Agreement, provided same does not
                       increase Seller's obligations or liabilities beyond that
                       contemplated hereunder.

            (f) Conditions to Purchaser's Obligation to Close.

                (i)The representations, warranties and covenants of Seller
                contained in Section 7 of this Agreement (other than (c), (i) or
                (j)) will be materially true and correct as of the Closing Date,
                subject to revisions due to factual changes with respect to (f),
                (k), (g), (m), (o), (r) regarding threatened actions only, (t)
                and (u) and in all cases subject to Section 10;

                (ii)Seller shall have delivered to the Escrow Agent each of the
                documents required in Section 9(e) hereinabove;

                (iii)Seller will have materially performed and complied with all
                covenants and agreements contained herein which are to be
                performed and complied with by Seller at or prior to the Closing
                Date; and

                                       14
<PAGE>

                (iv)Purchaser will have obtained the original Title Commitment,
                marked by the Title Agent to show fee title ownership of the
                Land as being vested in Purchaser, subject only to the Permitted
                Encumbrances.

            (g) Purchaser's Closing Documents. At the Closing, Purchaser shall
execute and acknowledge and deliver to Seller the following:

                (i) Assumption of Leases executed in recordable form, assuming
                all of Seller's obligations under the Leases and acknowledging
                receipt of all security deposits and other sums from tenants
                held by Seller with respect to the Leases;

                (ii) Affidavit and other evidence reasonably satisfactory to the
                title insurance company regarding due authorization and due
                existence and good standing of Purchaser;

                (iii) An indemnity from Purchaser against breaches by the
                landlord of the Leases and Contracts on or after the Closing
                Date and any future brokerage commissions arising from any
                expansion, renewal or other lease modification (to existing
                brokers described on the Rent Roll or based independently on
                Purchaser's actions) or any new lease entered into on or after
                the Closing Date.

                (iv) Such other documents as the Seller or the Title Company may
                reasonably request to effect the transactions contemplated by
                this Agreement, provided same does not increase Purchaser's
                obligations or liabilities beyond that contemplated hereunder.

            (h) Conditions to Seller's Obligations to Close.

                (i) The representations, warranties and covenants of Purchaser
                contained in this Agreement will be materially true and correct
                as of the Closing Date;

                (ii) Purchaser shall have delivered to the Escrow Agent each of
                the documents required in Section 9(g) above along with the
                balance of the Purchase Price; and

                (iii) Purchaser will have materially performed and complied with
                all covenants and agreements contained herein which are to be
                performed and complied with by Purchaser at or prior to the
                Closing Date.

         10. Leases. Purchaser acknowledges that it has had an opportunity to
examine copies of the Leases and will accept title subject thereto. Seller does
not warrant that any particular Lease will be in force or effect at the Closing

                                       15

<PAGE>


or that the tenant will have performed their obligations thereunder. The
termination of any Lease, the removal of any tenant or vacation by any tenant
prior to the Closing shall not affect the obligations of Purchaser under this
Agreement in any manner or entitle Purchaser to any abatement of or credit
against Purchaser's obligations or give rise to any other claim of Purchaser.
Notwithstanding the foregoing, in the event that scheduled base rental income as
described in the Rent Roll is decreased by more than 12% due to one or more
Tenant either (a) being more than 75 days past due in base rent or (b) filing
for bankruptcy protection, then the Purchase Price shall be reduced by the
product of five (5) times such decrease up to a total reduction not to exceed
$750,000 and this Agreement shall otherwise be uneffected. If such product
exceeds $750,000, then Purchaser shall have the option of terminating this
Agreement by written notice to Seller no later than five business days after
notice of such decrease, in which event the Deposit shall be returned to
Purchaser and neither party shall have any other obligation to the other
hereunder, except for such provisions specifically surviving the termination of
this Agreement.


         11. Real Estate Commission. The Seller and the Purchaser agree that
Weaver Realty Group, Inc./ Grubb & Ellis / Phoenix Realty Group, Inc. and
Brentway Management, LLC (collectively, the "Broker"), brought about this sale.
Seller shall pay to the Broker a commission (the "Commission") in accordance
with a separate agreement between Seller and Broker. The Purchaser and Seller
each represents to the other that no other broker has had any part in bringing
about this sale or has been consulted by either of them in connection therewith.
Each party hereto agrees to indemnify and hold the other harmless by reason of
any asserted claims by any other broker arising out of the actions of the
indemnifying party. The provisions of this Section shall survive the delivery of
the Deed.

         12. Condemnation or Casualty. If, prior to the closing of title, all or
any material part of the Property shall be taken by condemnation in any
proceeding by a public authority or other body vested with the power of eminent
domain, or shall be acquired for public or quasi-public purposes, or
condemnation proceedings therefor shall have been instituted, the Purchaser may
elect to terminate this Agreement by giving the Seller notice to such effect
within fourteen (14) days after the Purchaser shall have received notice of such
occurrence, and if the Purchaser shall so elect, both parties shall be relieved
and released of and from any and all further liability hereunder, except for
those provisions which explicitly survive the termination of this Agreement, and
the Purchaser shall be entitled to reimbursement of the Deposit paid by the
Purchaser hereunder. If the Purchaser does not elect to so terminate, this
Agreement shall remain in full force and effect, and the Seller shall, at the
closing of title, assign, transfer and set over to the Purchaser all of their
right, title and interest in and to any awards paid or payable for such taking.

Destruction. If, prior to the Closing, all or any portion of the Premises is
destroyed by fire or any other casualty, Seller shall notify Purchaser of such
fact. If the cost to repair such damage is $250,000 or less, then (a) this
Agreement shall be unaffected thereby; (b) Seller shall assign to Purchaser all


                                       16

<PAGE>

of its rights to any insurance proceeds with respect to such casualty; and (c)
Seller shall convey the Premises to Purchaser without an abatement of the
purchase price or obligation on the part of Seller to restore the damage. If the
cost to repair exceeds $250,000, then Tenant shall have the right to terminate
this Agreement, upon written notice to Seller within five (5) business days of
receipt of Seller's notice of such casualty, in which event the Deposit shall be
returned to Purchaser and the parties shall have no further obligations
hereunder, except for the provisions which explicitly survive termination of
this Agreement. If this Agreement is not terminated within such five business
days, then (a) - (c) above shall apply.

         13. Default.

            (a) Seller's Default. In the event that Seller should fail to
consummate the transaction contemplated herein for any reason except for
Purchaser's default or termination by Purchaser during the Investigation Period,
Purchaser shall, at its option and as its sole and exclusive remedy, either (i)
terminate this Agreement and receive a full and immediate refund of the Deposit
held by the Escrow Agent, together with interest earned thereon, (and in the
event Seller intentionally refuses to close after all conditions have been
satisfied, Purchaser is ready, willing and able to close, and Seller is
otherwise able to close, Seller shall then promptly reimburse Purchaser for all
of its actual out of pocket expenses incurred in its due diligence of the
Property, including without limitation, the costs of any reports and survey
updates, up to a maximum amount of $30,000.00), or (ii) seek specific
performance of this Agreement within 45 days of such failure. In no event shall
Seller be liable for any punitive, speculative, consequential or other damages.
Under no circumstances shall Seller be liable to Purchaser for any amount in
excess of the amount described in this Section.

            (b) Purchaser's Default. In the event Purchaser should fail to
consummate the transaction contemplated herein for any reason except default by
Seller or the failure of the Seller to satisfy any of the Closing Conditions or
their conditions to Purchaser's obligations, the Escrow Agent shall deliver the
Deposit, together with interest earned thereon, to Seller, and it shall become
the property of Seller, such sum being agreed upon as liquidated damages for the
failure of Purchaser to perform the duties, liabilities, and obligations imposed
upon it by the terms and provisions of the Agreement and because of the
difficulty, inconvenience and uncertainty of ascertaining actual damages. The
maximum liability that the Purchaser has with respect to a default by Purchaser
hereunder (in addition to the indemnities set forth herein regarding Purchaser's
representation of no other brokers and regarding any injury or damage to person
or property during access to the Property) is loss of the Deposit, and no other
damages, right, or remedies shall in any case be collectible, and Seller agrees
to accept and take the Deposit as its total damages (in addition to the
indemnities set forth herein regarding Purchaser's representation of no other
brokers and regarding any injury or damage to person or property during access
to the Property) in relief hereunder in such event.

                                       17
<PAGE>


            (c) Escrow Agent. Any funds delivered to the Escrow Agent shall,
pursuant to this Agreement, be held by said Escrow Agent in trust and shall be
placed by Escrow Agent in an interest bearing account in a federally insured
banking institution. The Escrow Agent is authorized and agrees by acceptance
thereof to hold same in escrow and to disburse it at closing in accordance with
terms and conditions of this Agreement. In the event Escrow Agent receives
conflicting instructions regarding the Deposit under the provisions of this
Agreement, the Escrow Agent may, in its sole discretion, continue to hold the
monies which are the subject of this escrow until the parties mutually agree to
the disbursement thereof, or until a judgment of a court of competent
jurisdiction shall determine the rights of the parties thereto, or, if requested
by Purchaser or Seller, Escrow Agent shall may deposit all the monies then held
pursuant to this Agreement with the Clerk of the Circuit Court of the county
having jurisdiction of the dispute, and upon notifying all parties concerned of
such action, all liability on the part of the Escrow Agent shall fully ease and
terminate, except to the extent of accounting for any monies theretofore
delivered out of escrow. In the event of any suit between Purchaser and Seller
wherein the Escrow Agent is made a party by virtue of action as such Escrow
Agent interpleads the subject matter of this escrow, Escrow Agent shall be
entitled to recover reasonable attorneys' fees and costs incurred, said fees and
costs to be charged and assessed as court costs in favor of the prevailing
party. All parties agree that the Escrow Agent shall not be liable to any party
or person whomsoever for misdelivery to Purchaser or Seller of monies subject to
this escrow unless such misdelivery shall be due to willful breach of this
Agreement or gross negligence on the part of the Escrow Agent.

            (d) Notices. Any notice to be given or served upon any party hereto
in connection with this Agreement must be in writing, and may be given by; (i)
overnight delivery by a recognized national overnight courier service such as
Federal Express; or (iii) facsimile to the telefax number set forth below (with
receipt confirmed by phone); and , it shall be deemed to have been given when
delivered to and received by the party to whom it is addressed. Such notices
shall be given to the parties hereto at the following addresses:

         If to Seller:           Cedar Income Fund Partnership, L.P.
                                 c/o Cedar Income Fund Partnership, Ltd., G.P.
                                 Attn:  Leo S. Ullman, President
                                 44 South Bayles Avenue
                                 Port Washington, NY 11050
                                 Telephone #: 516/883-5577
                                 Telefax #:   516/883-5975

         With a copy to:         Stuart H. Widowski, Esq.
                                 Cedar Bay Realty Advisors, Inc.
                                 44 South Bayles Avenue, Suite 304
                                 Port Washington, NY 11050
                                 Telephone #: 516/767-6492
                                 Telefax #:   516/767-6497

                                       18

<PAGE>

         If to Purchaser:       Southpoint Parkway Center, L.C.
                                Boca Corporate Center
                                2101 Corporate Blvd.
                                Suite 300
                                Boca Raton, FL 33341
                                Telephone #: 561-989-0300
                                Telefax #:   561-989-0304

         With a copy to:        Daniel S. Mandel, Esquire
                                Mandel, Weisman & Brodie, P.A.
                                Boca Corporate Center
                                2101 Corporate Blvd.
                                Suite 300
                                Boca Raton, FL 33431
                                Telephone #: 561-989-0300
                                Telefax #:   561-989-0304

         Any party hereto may, by giving five (5) days written notice to the
other party hereto, designate any other address in substitution of the foregoing
address to which notice shall be given.

         14. General Provisions.

(a) Governing Law. This Agreement and all questions of interpretation,
construction and enforcement hereof, and all controversies arising hereunder,
shall be governed by the applicable statutory and common law of the State of
Florida.

(b) Severability. In the event any term or provision of this Agreement shall be
held illegal, unenforceable or inoperative as a matter of law, the remaining
terms and pro-visions of this Agreement shall not be affected thereby, but each
such term and provision shall be valid and shall remain in full force and
effect.

(c) Binding Effect, Entire Agreement, Modification. This Agreement shall be
binding upon, and shall inure to the benefit of, the successors and assigns of
the parties hereto. This Agreement embodies the entire contract between the
parties hereto with respect to the Property and supersedes any and all prior
agreements and understandings, written or oral, formal or informal. No
modifications or amendments to this Agreement, of any kind whatsoever, shall be
made or claimed by Seller or Purchaser, and no notices of any extension, change
modification or amendment made or claimed by Seller or Purchaser shall have any
force or effect whatsoever unless the same shall be endorsed in writing and
fully signed by Seller and Purchaser.

                                       19

<PAGE>

(d) Captions. Captions and Article headings contained in this Agreement are for
convenience and reference only and in no way define, describe, extend or limit
the scope or intent of this Agreement nor the intent of any provision hereof.

(e) Litigation. In the event of any litigation between the parties to this
Agreement relating to or arising out of this Agreement, the prevailing party
shall be entitled to an award of reasonable attorneys' fees and costs, including
such fees and costs on appeal.

(f) Waiver. No waiver of any provision of this Agreement shall be effective
unless it is in writing, signed by the party against whom it is asserted and any
such written waiver shall only be applicable to the specific instance to which
it relates and shall not be deemed to be a continuing or future waiver.

(g) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which shall
constitute one and the same Agreement.

(h) Gender. All terms and words used in this Agreement, regardless of the number
and gender in which used, shall be deemed to include any other gender or number
as the context or the use thereof may require.

(i) Interpretation. All terms and words used in this Agreement, regardless of
the number and gender in which used, shall be deemed to include any other gender
or number as the context or the use thereof may require. This Agreement shall be
interpreted without regard to any presumption or other rule requiring
interpretation against the party causing this Agreement or any part thereof to
be drafted.

(j) Time for Acceptance. This Agreement, when duly executed by all of the
parties hereto, shall be binding upon the parties hereto, their heirs,
representatives, successors and assigns. The Purchaser has executed this
Agreement as of the date and year first above written. In the event this
Agreement has not been duly executed by the Seller and a duly executed
counterpart delivered to the Purchaser, or Purchaser's Agent, by February ___,
2002, by 5:00 o'clock P.M., then the offer herein and herewith made by the
Purchaser shall terminate and this Agreement shall be null and void and the
Escrow Agent shall return the Deposit to the Purchaser.

(k) Radon Gas Disclosure. Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from
your county public health unit.

         15. Section 1031 Exchange. Seller acknowledges that Purchaser may
effect a like-kind exchange under Section 1031 of the Internal Revenue Code of
1986, as amended (the "Code"). Accordingly, Seller agrees that it will cooperate
with Purchaser to effect a tax-free exchange in accordance with the provisions
of Section 1031 of the Code and the regulations promulgated with respect

                                       20

<PAGE>

thereto. Purchaser shall be solely responsible for any additional fees, costs or
expenses in connection with the like-kind exchange contemplated by this
paragraph, and Seller shall not be required to incur any debt, obligation or
expense in accommodating Purchaser hereunder. In no event shall Purchaser's
ability or inability to effect a like-kind exchange, as contemplated hereby, in
any way delay the Closing or relieve Purchaser from its obligations and
liabilities under this Agreement. Purchaser hereby agrees to indemnify and hold
harmless Seller from any liability, losses or damages incurred by Seller in
connection with or arising out of the Section 1031 like-kind exchange, including
but not limited to any tax liability.

         16. Governmental Authorities. As used herein, the term "Governmental
Authority(ies)" includes Duval County, the Government of the United States of
America, the State of Florida, and each and every agency, division, commission,
subdivision, and instrumentality of the foregoing, any or all of which have
jurisdiction over the Property or any part thereof.

         17. Time. Time is of the essence of this Agreement. Any time period
provided for herein which shall end on a Saturday, Sunday or legal holiday shall
extend to 5:00 o'clock p.m. of the next business day.

         18. Assignment. Notwithstanding anything herein to the contrary, the
Purchaser shall be entitled to assign this Agreement to an entity in which the
memers of the Purchaser/Limited Liability Company collectively own at least a
50% interest, provided Purchaser delivers evidence thereof to Seller and Escrow
Agent not less than five business days prior to closing Date. No other
assignment of this Agreement by Purchaser shall be permitted without Seller's
prior written consent.

          19. Obligations Upon Termination. In the event this Agreement is
terminated for any reason, Purchaser shall immediately deliver to Seller all
documents, plans, reports or other materials provided to Purchaser or prepared
by Purchaser or its agents, contractors or representatives related to the
Premises and all copies thereof.

         20. Confidentiality. All information, materials and documents provided
by Seller or prepared by Purchaser or its contractors in connection with this
Agreement or the Premises shall be treated by Purchaser as strictly confidential
and shall not be disclosed to any third party except as necessary to perform the
evaluations described herein or as required by applicable law. In the event
Purchaser intends to disclose information to any party other than directors,
officers, employees, or financial institutions, then Purchaser shall obtain from
such party and deliver to Seller an executed Confidentiality Agreement
substantially in the form of Exhibit H attached hereto. The obligations
contained in this Section shall survive any termination of this Agreement.

         21. Attorneys Authorized to Extend Time. The respective attorneys for
each of Seller and Purchaser are authorized to consent in writing to the
extension of any time period set forth herein.

                                       21

<PAGE>

         22. Costs. Except as explicitly provided otherwise herein, any action
to be performed by any party herein shall be performed by such party at its sole
cost and expense.

         23. Waiver of Trial by Jury. THE PARTIES HERETO EACH WAIVE THE RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING FROM OR RELATED TO THIS
AGREEMENT OR ANY PROVISION CONTAINED HEREIN.

         24. No Memorandum. Purchaser shall not record this Agreement or a
memorandum hereof and any attempted recordation of this Agreement or a
memorandum hereof shall be void and shall constitute a default by Purchaser.

         25. Personalty and Fixtures. All right, title, and interest of Seller
in and to the personalty and fixtures that are in or on the Premises, and are
due to be transferred at the time of Closing, shall be deemed transferred to
Purchaser under the deed to be delivered at Closing. No part of the Purchase
Price shall be deemed to have been paid by Purchaser for the personalty and
fixtures. In the event a taxing authority shall determine that a sales tax is
due on the personalty, Purchaser agrees to pay the same. This provision shall
survive Closing.

         26. Zoning, Etc. Purchaser shall not attempt to obtain any zoning
change, modification of the zoning classification or variance for the Property
or any part thereof at any time prior to the Closing Date without Seller's prior
written consent, which may be withheld in Seller's sole and absolute discretion.

         27. Seller may, by written notice to Purchaser, elect to extend the
Closing Date for a period not to exceed thirty (30) days, during which time
Seller shall seek to obtain any remaining Tenant Estoppels.


                                       22
<PAGE>


         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the day and year first above written.

                                        "SELLER"

                                        Cedar Income Fund Partnership, L.P.
                                        By:  Cedar Income Fund, Ltd.

                                        By:
                                           -------------------------------------
                                        Name:  Leo S. Ullman

-------------------------------
First Witness Signature                 Its:  President
Brenda J. Walker
-------------------------------
First Witness Printed Name              Date:  February 1, 2002


-------------------------------
Second Witness Signature
Janet Paturzo
-------------------------------
Second Witness Printed Name


Signed, sealed and delivered            "PURCHASER"
in the presence of:




                                        By:
                                          -------------------------------------
                                           William S. Weisman
--------------------------------           Its Member
First Witness Signature
Daniel S. Mandel
--------------------------------
First Witness Printed Name                 Date: January 31, 2002


--------------------------------
Second Witness Signature
Judith A. Rauchut
--------------------------------
Second Witness Printed Name



                                       23


<PAGE>


                            RECEIPT AND ACCEPTANCE OF
                           DEPOSIT BY THE ESCROW AGENT

         The undersigned, being the Escrow Agent named in the foregoing
Agreement, hereby acknowledges receipt of the Deposit of Fifty Thousand and
No/100 Dollars ($50,000.00) required to be paid by the Purchaser under the terms
of Section 2(a) thereof and agrees to hold the same as Escrow Agent in
accordance with the terms and conditions of said Agreement.

Executed this 1st day of February, 2002.



                                    Stuart H. Widowski, Esq.



                                    By:
                                       -----------------------------------------
                      Print Name:   Stuart H. Widowski, Escrow Agent

Contract Weisman.doc



                                       24

<PAGE>


                                    EXHIBIT A

                                LEGAL DESCRIPTION












                                       25

<PAGE>



                                    LOAN FORM
                         CHICAGO TITLE INSURANCE COMPANY
                                   EXHIBIT "A"

                                                               EXHIBIT A
                                                               ---------
                                                               LEGAL DESCRIPTION

PARCEL 1:

A portion of the Francis Richard Grant, Section 50, Township 3 South, Range 27
East, Jacksonvillle, Duval County, Florida, more particularly described as
follows:

For a point of reference, commence at the extreme Northwesterly corner of those
lands attached as Exhibit "A" and described in Southpoint-Phase II Protective
Covenants, recorded in the Public Records of said County, in Official Records
Book 5652, Pages 2106 through 2130, said point lying on the Easterly right of
way line of Salisbury Road, a 60-foot right of way as now established, and run
South 67 degrees 34 minutes 41 seconds East, along the Northerly boundary of
said lands, a distance of 774.55 feet to an angle point in said Northerly
boundary; thence continue along Northerly boundary, North 86 degrees 29 minutes
32 seconds East, a distance of 656.03 feet to the point of beginning.

From the point of beginning thus described, continue North 86 degrees 29 minutes
32 seconds East, along said Northerly boundary, a distance of 223.03 feet to the
Northwest corner of those lands described in Official Records Book 6580, Page
704, said Public Records; run thence South 15 degrees 52 minutes 18 seconds
East, along the Westerly boundary line of said lands, a distance of 70.00 feet
to a point; thence departing from said boundary line, run South 18 degrees 45
minutes 40 seconds West, a distance of 563.90 feet to a point on a curve in the
Northerly right of way line of Southpoint Parkway (a 70-foot right of way, as
now established); run thence along said Northerly right of way line and around
the arc of said curve; concave Southwesterly and having a radius of 1,738.70
feet; an arc distance of 177.08 feet to a point on said curve, said arc being
subtended by a chord bearing and distance of North 75 degrees 42 minutes 00
seconds West, 177.00 feet; thence departing from said right of way line, run
North 11 degrees 32 minutes 49 seconds East, a distance of 555.14 feet to the
Point of Beginning.

PARCEL 2:

A tract of land comprised of portions of Tracts 5 and 6, and the former right of
way of Charing Street (closed by Petition No.177, Resolution of the Board of
County Commissioners of Duval County, Florida, dated January 3, 1956), Acreage
Replat of Southside Farms, according to the plat recorded in Plat Book 14, Page
99, Public Records of Jacksonville, Duval County, Florida; together with a
portion of the Francis Richard Grant, Section 50, Township 3 South, Range 27
East, said tract being more particularly described as follows:


                                       26

<PAGE>

                                    LOAN FORM
                         CHICAGO TITLE INSURANCE COMPANY
                                   EXHIBIT "A"

For point of reference, commence at the point of intersection of the Easterly
right of way line of Salisbury Avenue (a 60-foot right of way, as now
established) with the Southerly right of way line of Charing Street (a 50-foot
right of way), and run N78(degree) 47'12" E, along said Southerly right of way
line, a distance of 925 feet to an iron pipe located at the Northeasterly corner
of that certain tract described in Deed Book 671, Page 159, Public Records of
said County, for point of beginning.

From the point of beginning thus described, run along the current Easterly
terminus of Charing Street, as follows: first course N11(degree) 13'19" W a
distance of 25.00 feet to an iron pipe; second course, N78(degree) 47'12" E a
distance of 19.15 feet to an iron pipe; third course, N11(degree) 12' 48" W, a
distance of 25.00 feet to an iron pipe located at the Southeasterly corner of
that certain tract described in Official Records Volume 3793, Page 401, Public
Records of said County; run thence N 11(degree) 57' 13" W, along the Easterly
boundary of said tract, a distance of 499.10 feet to an iron pipe located at the
Northeasterly corner of said tract; run thence N78(degree) 42' 38" E a distance
of 25.00 feet to an iron pipe; run thence N 11(degree) 57' 13" W, a distance of
210.63 feet to an iron pipe located at the Southerly right of way line of
Southpoint Parkway, as said right of way is described in Deed of Dedication
recorded in Official Records Volume 5731, Page 850, Public Records of said
County; run thence Easterly, along said right of way line and along the arc of a
curve, concave Southerly with a radius of 1,668.70 feet, an arc distance of
184.94 feet to an iron pipe located at the point of tangency of said curve, said
arc being subtended by a chord bearing and distance of S 75(degree) 31' 55" E,
184.84 feet; run thence S 72(degree) 21' 25" E, along said right of way line, a
distance of 320.00 feet to a point of curvature; run thence along said right of
way line and along the arc of a curve, concave Northerly with a radius of
1,405.01 feet, an arc distance of 59.26 feet to an iron pipe located at a point
of reverse curvature, said arc being subtended by a chord bearing and distance
of S 73(degree) 33' 55" E, 59.26 feet; run thence Southeasterly, along the arc
of a curve, concave Southeasterly with a radius of 35.00 feet, an arc distance
of 53.28 feet to an iron pipe located at a point of tangency, lying on the
Westerly right of way line of Southpoint Boulevard, said arc being subtended by
a chord bearing and distance of S 31(degree) 10' 01" E, 48.28 feet; run thence
S12(degree) 26' 24" W, along said right of way line, a distance of 8.52 feet to
an iron pipe located at a point of curvature; run thence Southerly, along said
right of way line and along the arc of a curve, concave Easterly with a radius
of 290.56 feet, an arc distance of 143.58 feet to an iron pipe located at the
point of tangency of said curve, said arc being subtended by a chord bearing and
distance of S1(degree) 12' 97" E, 142.12 feet; run thence S15(degree) 52' 18" E,
along said right of way line, a distance of 315.97 feet to an iron pipe located
at the Northeasterly corner of those lands described in Official Records Volume
5718, Page 2214, Public Records of said County; run thence S74(degree) 07' 42"
W, along the Northerly boundary of said lands, a distance of 551.40 feet to an
iron pipe located at the Northwesterly corner of said lands, said point lying on
the Easterly boundary of that aforementioned tract described in Deed Book 671,
Page 159, said Public Records; run thence N11(degree) 13' 19" W, along said
Easterly boundary, a distance of 55.40 feet to the point of beginning.


                                       27
<PAGE>

                                    EXHIBIT B

                                    RENT ROLL










                                       28
<PAGE>

                                    Exhibit B
                                    ---------
<TABLE>
<CAPTION>

                                                         BRENTWAY MANAGEMENT LLC

                                                           Commercial Rent Roll

Property : CEDAR INCOME FUND - FLORIDA                                                          Report Date From: 1/1/02 To: 1/31/02
            JACKSONVILLE, FL 32256

                                                           TERM                            PRORATED                      BASE RENT
                                                      ---------------        UNIT-INFO     BASE RENT      RENT PER       INCREASE
TENANT                     UNIT REF NO.   OCCUPIED     FROM       TO         BASE RENT      ANNUAL        SQ FT/YR        (DATE)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>       <C>       <C>          <C>           <C>             <C>            <C>
MISCELLANEOUS RECEIPTS        702-50           0                                  0.00          0.00         0.00

DEPT OF HIGHWAY SAFETY (4)    702-100      2,956       3/1/91    2/28/01(1)   3,460.80     41,529.60        14.05         3/1/00

HOWARD B. WEISS, DO, PA       702-101      2,543      10/1/00    9/30/05      2,861.00     34,332.00        13.50        10/1/01
                                                                                                                         10/1/02
                                                                                                                         10/1/03
                                                                                                                         10/1/04

*** VACANT ***                702-301          0                                  0.00          0.00         0.00

LCM IMAGING PA                702-401      1,327       4/1/96    3/31/06      1,552.59     18,631.08        14.04         4/1/01
                                                                                                                          4/1/02
                                                                                                                          4/1/03
                                                                                                                          4/1/04
                                                                                                                          4/1/05

UNITED STATES OF AMERICA/GSA  702-500(4)  46,107      12/15/91  12/14/04     73,367.02    880,404.24        19.09       12/15/01


INTUITION, INC.               702-501     20,072        8/1/94   1/31/05(2)  20,255.99    243,071.88        12.11         3/1/01
                                                                                                                          2/1/02
                                                                                                                          2/1/03
                                                                                                                          2/1/04

FIRST COAST ON-LINE           702-902        800        7/1/98   6/30/04        866.67     10,400.04        13.00         7/1/01
                                                                                                                          7/1/02
                                                                                                                          7/1/03

SOUTHPOINT GRILL              702-930      1,160        5/1/96   4/30/06      1,063.33     12,759.96        11.00         6/1/01
                                                                                                                          5/1/02
                                                                                                                          5/1/03
                                                                                                                          5/1/04
                                                                                                                          5/1/05

*** VACANT ***                702-940        755                                  0.00          0.00         0.00


INTERMEDIA COMMUNICATIONS/#0  702-950      3,317        9/8/92   9/30/07(3)   3,938.94     47,267.28        14.25        10/1/01
                                                                                                                         10/1/02
                                                                                                                         10/1/03
                                                                                                                         10/1/04
                                                                                                                         10/1/05
                                                                                                                         10/1/06

*** VACANT ***               702-5229          0                                  0.00          0.00         0.00
------------------------------------------------------------------------------------------------------------------------------------

GRAND TOTALS:                             79,037                            107,366.34  1,288,396.08        16.46

             Total Occupied Square Feet:  78,282
               Total Vacant Square Feet:     755
</TABLE>


<PAGE>


[RESTUBBED TABLE]

<TABLE>
<CAPTION>

                                BASE RENT
                                INCREASE       ------GROSS RENTS--------
TENANT                          (AMOUNT)        SQ FT/YR         TOTAL
--------------------------------------------------------------------------------
<S>                          <C>             <C>              <C>
MISCELLANEOUS RECEIPTS              0.00           0.00            0.00

DEPT OF HIGHWAY SAFETY (4)      3,460.80          14.05        3,460.80

HOWARD B. WEISS, DO, PA         2,861.00          13.50        2,861.00
                                2,967.00
                                3,073.00
                                3,179.00

*** VACANT ***                      0.00           0.00            0.00

LCM IMAGING PA                  1,552.59          14.04        1,552.59
                                1,630.00
                                1,711.83
                                1,796.98
                                1,886.55

UNITED STATES OF AMERICA/GSA   73,367.02          19.09       73,367.02
                               57,524.27

INTUITION, INC.                20,255.99          12.11       20,255.99
                               10,957.50
                               11,363.33
                               11,769.17

FIRST COAST ON-LINE               866.67          13.00          866.67
                                  900.00
                                  933.33

SOUTHPOINT GRILL                1,063.33          11.00        1,063.33
                                1,087.50
                                1,111.67
                                1,135.83
                                1,160.00

*** VACANT ***                      0.00           0.00            0.00


INTERMEDIA COMMUNICATIONS/#0    3,938.94          14.25        3,938.94
                                4,077.15
                                4,215.35
                                4,353.56
                                4,491.77
                                4,629.98

*** VACANT ***                      0.00           0.00            0.00
--------------------------------------------------------------------------------

GRAND TOTALS:                                     16.30      107,366.34

</TABLE>


(1) M-T-M. Scheduled to vacate as of 2/28/02.
(2) Amendment signed as of August 2001 to downsize to 9740 SF commencing 2/1/02.
(3) Tenant shall have the right to terminate the Lease effective upon any
    September 30, commencing 9/3/02 upon notice on or before any May 31.
(4) Pays one (1) month in arrears pursuant to the lease agreement.

                                     29

<PAGE>

                                    EXHIBIT C

                                 TENANT DEFAULTS










                                       30
<PAGE>

                                    Exhibit C
                                    ---------
<TABLE>
<CAPTION>

1/31/02                                              Brentway Management                                                    10:50 AM

                                                Activity Reconciliation Report                                              Page:  1

Property :     CEDAR INCOME FUND-FLORIDA                                Report Date From :            1/01/02-1/31/02
       702     44 S BAYLES AVE #304
               JACKSONVILLE, FL 32256

Unit Ref.                                             Beginning    Charges and   Payments and    Payment     Ending     Deposits/
Number            Suite   Name/Description            Balance      Adjustments    Adjustments      Date      Balance    Lease Term
----------        -----   -------------------------   ---------    -----------   ------------    -------     -------    ----------
<S>         <C>    <C>    <C>                            <C>           <C>         <C>            <C>        <C>         <C>
            100           DEPT OF HIGHWAY SAFETY                                                                                 0
Former                                                                                                                      3/1/91
                  RNT     MONTHLY RENT                  3,461.80     3,460.80      3,460.80      1/8/02      3,461.80      2/28/01
                  OCR     PAYMENT TO OPEN CREDIT           -0.22         0.00          0.00                     -0.22
                                                      ----------    ---------     ---------                ----------
                                                        3,461.58     3,460.80      3,460.80                  3,461.58

            101      101  N.FLA OBSTETRICAL & GYN ASSOC                                                                          0
Former                                                                                                                      8/1/97
                  OCR     PAYMENT TO OPEN CREDIT           -0.07         0.00          0.00                     -0.07      7/31/00
                                                      ----------    ---------     ---------                ----------
                                                           -0.07         0.00          0.00                     -0.07

            101      101  HOWARD B. WEISS, DO, PA                                                                         3,385.64
                                                                                                                           10/1/00
                  STC     COUNTY SALES TAX                  0.00        28.61         28.61     1/10/02          0.00      9/30/05
                  RNT     MONTHLY RENT                      0.00     2,861.00      2,861.00     1/10/02          0.00
                  OCR     PAYMENT TO OPEN CREDIT          -54.00         0.00          0.00                    -54.00
                  STX     SALES TAX                         0.00       171.66        171.66     1/10/02          0.00
                                                      ----------    ---------     ---------                ----------
                                                          -54.00     3,061.27      3,061.27                    -54.00

            301      301  HEWLETT-PACKARD COMPANY                                                                                0
Former                                                                                                                      4/1/94
                  OCR     PAYMENT TO OPEN CREDIT           -0.06         0.00          0.00                      -0.06     3/31/01
                  STX     SALES TAX                         0.06         0.00          0.00                       0.06
                                                      ----------    ---------     ---------                -----------
                                                                         0.00          0.00                       0.00        0.00

            401      401  LCM IMAGING PA                                                                                  1,760.49
                                                                                                                            4/1/96
                  STC     COUNTY SALES TAX                -15.53        15.53          0.00                       0.00     3/31/06
                  RNT     MONTHLY RENT                 -1,552.59     1,552.59          0.00                       0.00
                  OCR     PAYMENT TO OPEN CREDIT       -1,591.55         0.00          0.00                  -1,591.55
                  STX     SALES TAX                       -93.16        93.16          0.00                       0.00
                                                      ----------    ---------     ---------                 ----------
                                                       -3,252.83     1,661.28          0.00                  -1,591.55

              500    500  UNITED STATES OF AMERICA/GSA                                                                           0
                                                                                                                          12/15/91
                  RNT     MONTHLY RENT                 73,367.02    73,367.02     20,682.48     1/14/02     126,051.56    12/14/04
                  OCR     PAYMENT TO OPEN CREDIT      -26,307.57         0.00     41,431.36     1/14/02     -67,738.93
                                                      ----------    ---------     ---------                 ----------
                                                       47,059.45    73,367.02     62,113.84                  58,312.63

              501    501  INTUITION, INC.                                                                                10,000.00
                                                                                                                            8/1/94
                  STC     COUNTY SALES TAX               -202.60       202.60          0.00                       0.00     1/31/05
                  RNT     MONTHLY RENT                -20,255.99    20,255.99          0.00                       0.00
                  STX     SALES TAX                    -1,215.36     1,215.36          0.00                       0.00
                                                      ----------    ---------     ---------                 ----------
                                                      -21,673.95    21,673.95          0.00                       0.00

</TABLE>


                                            31
<PAGE>

                                    Exhibit C
                                    ---------
<TABLE>
<CAPTION>

1/31/02                                              Brentway Management                                                    10:50 AM

                                                Activity Reconciliation Report                                              Page:  1

Property :     CEDAR INCOME FUND-FLORIDA                                Report Date From :            1/01/02-1/31/02
       702     44 S BAYLES AVE #304
               JACKSONVILLE, FL 32256

Unit Ref.                                             Beginning    Charges and   Payments and    Payment     Ending     Deposits/
Number            Suite   Name/Description            Balance      Adjustments    Adjustments      Date      Balance    Lease Term
----------        -----   -------------------------   ---------    -----------   ------------    -------     -------    ----------
<S>         <C>    <C>    <C>                            <C>           <C>         <C>            <C>        <C>         <C>
           902      902   FIRST COAST ON-LINE                                                                                  900
                                                                                                                            7/1/98
                  STC     COUNTY SALES TAX                 8.66           8.66         8.66      1/7/02           8.66     6/30/04
                  RNT     MONTHLY RENT                   866.67         866.67       866.67      1/7/02         866.67
                  OCR     PAYMENT TO OPEN CREDIT          -0.06           0.00         0.00                      -0.06
                  STX     SALES TAX                       52.00          52.00        52.00      1/7/02          52.00
                                                      ---------     ----------   ----------                 ----------
                                                         927.27         927.33       927.33                     927.27

           930      930   SOUTHPOINT GRILL                                                                                  966.67
                                                                                                                            5/1/96
                  STC     COUNTY SALES TAX                 0.00          10.64        10.64     1/22/02           0.00     4/30/06
                  RNT     MONTHLY RENT                     0.00       1,063.33     1,063.33     1/22/02           0.00
                  OCR     PAYMENT TO OPEN CREDIT          -7.44           0.00         3.72     1/22/02         -11.16
                  STX     SALES TAX                        0.00          63.79        63.79     1/22/02           0.00
                                                      ---------     ----------   ----------                 ----------
                                                          -7.44       1,137.76     1,141.48                     -11.16

           950      950   INTERMEDIA COMMUNICATIONS/#001                                                                  2,600.00
                                                                                                                            9/8/92
                  STC     COUNTY SALES TAX               110.58          39.40       157.60     1/29/02          -7.62     9/30/07
                  RNT     MONTHLY RENT                 7,877.88       3,938.94    15,755.76     1/29/02      -3,938.94
                  OCR     PAYMENT TO OPEN CREDIT          -9.11           0.00         0.00                      -9.11
                  STX     SALES TAX                      581.16         236.33       945.32     1/29/02        -127.83
                                                      ---------     ----------   ----------                 ----------
                                                       8,560.51       4,214.67    16,858.68                  -4,083.50


PROPERTY TOTALS                                                                                                          19,612.80
                  STC     COUNTY SALES TAX               -98.89         305.44       205.51                       1.04
                  RNT     MONTHLY RENT                63,764.79     107,366.34    44,690.04                 126,441.09
                  OCR     PAYMENT TO OPEN CREDIT     -27,970.08           0.00    41,435.08                 -69,405.16
                  STX     SALES TAX                     -675.30       1,832.30     1,232.77                     -75.77
                                                      ---------     ----------   ----------                 ----------
                                                      35,020.52     109,504.08    87,563.40                  56,961.20


</TABLE>


                                       32



<PAGE>





                                    EXHIBIT D

                                SERVICE CONTRACTS












                                       33
<PAGE>


                                   EXHIBIT D
                                   CONTRACTS


Vendor                                       Date of Agreement
-------                                      -----------------

Emergency Systems, Inc                       January 7, 2000

Gateway Services, Inc.                       May 25, 1999

American Maintenance                         March 1, 2000

Lawn Industries, Inc.                        August 31, 1999

CSI Waste Services                           August 11, 1998

Kane-Jenkins Associates, Inc.                November 18, 1993

Florida Comfort, Inc.                        April 1, 1992

Terminix                                     January 1, 2000




                                       34

<PAGE>


                                    EXHIBIT E

                         FORM OF TENANT ESTOPPEL LETTER













                                       35
<PAGE>



                                    EXHIBIT E

                           TENANT ESTOPPEL CERTIFICATE
                           ---------------------------

TO:  Southpoint Parkway Center L.C., a Florida limited liability company, its
     successors and assigns ("Buyer"), and

     CEDAR INCOME FUND PARTNERSHIP, L.P., as ("Landlord").

RE:  Lease ("Lease") dated ___________, _______, known as Suite No. _______ in
     ________________________, located at ___________________________________,
     City of Jacksonville, Duval County, Florida ("Premises") between
     __________________ ("Landlord"), as Landlord, and _________________________
     ("Tenant"), as Tenant, as amended by_______________________________________
     __________________________________________________________________________.

For $10.00 and other good and sufficient consideration, receipt of which is
hereby acknowledged, and for the purposes of providing information to Buyer
regarding the Project known as _______________________ (the "Project"), the
Lease and the Premises (as such terms are defined below), Tenant does hereby
certify to Buyer and Landlord that all of the following statements are true as
of the date of this Certificate:

1.  That certain Lease between Landlord and Tenant is a binding agreement and is
    unmodified and in full force and effect as of the date hereof, except as
    specified above.

2.  The commencement date of the Lease was ______________ and the expiration
    date of the Lease is _________________, unless otherwise extended in
    accordance with the terms of the Lease. Tenant has no renewal terms under
    the terms of the Lease, except as specified below.

    Renewal terms: ___________________________________________________

3.  The Premises consists of approximately _____________ square feet of space,
    and Tenant's Pro Rata Share of common area maintenance expenses and other
    common charges, such as real estate taxes and insurance ("CAM") is ______%.

4.  All Rent due under the Lease through __________ _____, 2001 has been paid in
    full, and the next payment of Rent is due _____________, 2001/2002. The
    current fixed minimum rent under the Lease is $___________, plus tax, per
    month. The current Additional Rent for CAM is $_________, plus tax, per
    month.

5.  All rent, charges or other payments, if any, due Landlord under the Lease
    have been paid as of the date of this certification, and there has been no
    prepayments of rent or other obligations other than prepayment of rent for
    the current month.



                                       36
<PAGE>



6.  Tenant is not entitled to any free rent or reduced rent for any period after
    the date hereof (except as indicated following this sentence). If none,
    state "none".

    Fee/Reduced Rent Entitlement: _______________________________________

7.  Tenant has paid to Landlord a security deposit of $________, which is being
    held by Landlord pursuant to the terms and conditions of the Lease and is
    not required to be held in a segregated account pursuant to the terms of the
    Lease. (If there is no security deposit, please insert the word "None" in
    the blank above). The Guarantor(s), if any, under the Lease is (if none,
    state "none"):
    ____________________________________________________________________________

    If there is a Guarantor, then a true and correct copy of the Guaranty is
    attached hereto for reference.

8.  Neither Tenant nor Landlord is in default under any terms of the Lease nor
    is Tenant aware of any fact or circumstance which with the passage of time
    (after notice, if any, required by the Lease) would become an event of
    default by Tenant or Landlord under the Lease. To the best of Tenant's
    knowledge, no claim, controversy, dispute, quarrel or disagreement exists
    between Tenant and Landlord.

9.  No refunds or other credits are due to Tenant for CAM (real estate taxes
    and/or common area maintenance or operating expenses) paid by Tenant to
    Landlord as Additional Rent for any calendar years ending on or before
    December 31, 2001.

10. Tenant has not assigned its interest in the Lease or sublet any of the
    Leased Premises, except as follows. If none, state "none".
    ______________________________________________________________

11. Tenant has no known claims, defenses against Landlord, or set-offs or other
    amount owing from Landlord arising from the Lease, including, without
    limitation, any tenant improvement allowances, concessions or obligations on
    the part of the Landlord, except as follows. If none, state "none".
    _______________________________________________________________

12. The Lease does not contain and Tenant does not have any outstanding options
    or rights of first refusal to lease any other portion of the Project or to
    purchase the Project or any part thereof or the real property of which the
    Premises are a part.

13. There has not been filed by or against Tenant a petition in bankruptcy,
    voluntary or otherwise, any assignment for the benefit of creditors, any
    petition seeking reorganization or arrangement under the bankruptcy laws of
    the United States or


                                       37

<PAGE>


    any state thereof, or any action brought under said bankruptcy laws
    with respect to Tenant.

14. All insurance required of Tenant by the Lease has been provided by the
    Tenant and all premiums paid.

15. Landlord has completed the build-out of the Premises, including all punch
    list items, in accordance with the Lease, and Tenant has accepted the
    Premises in its current condition and has entered into possession and
    occupancy of the Premises.

16. Tenant acknowledges:

    i.   that Buyer has agreed to purchase the Project, and to accept an
         assignment of the Lease as Landlord; and

    ii.  that the Buyer required this certification as a condition to the
         purchase of the Property and is relying thereon; and

    iii. that this certification shall be binding upon Tenant, and may be relied
         upon by Landlord and Buyer and the respective successors and assigns of
         each of them and all parties claiming through or under such persons or
         any such successor or assign;

    iv.  any changes to this Estoppel Certificate must be made in writing and
         must be signed by both Buyer and Landlord.

    IN WITNESS WHEREOF, the undersigned, being a duly authorized representative
of Tenant, has caused this certificate to be executed this _______ day of
_________________, 2002.



                                     TENANT:

                                     ___________________________________________
                                     a ___________________ _____________________


                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________




                                       38

<PAGE>



                                    EXHIBIT F

                              PERMITTED EXCEPTIONS












                                       39
<PAGE>


                               A.L.T.A. COMMITMENT
                         CHICAGO TITLE INSURANCE COMPANY
                              SCHEDULE B- Section 2

                                                            EXHIBIT F
                                                            ---------
                                                            PERMITTED EXCEPTIONS

Commitment Number 150101587

II.  Schedule B of the policy or policies to be issued will contain exceptions
     to the following matters unless the same are disposed of to the
     satisfaction of the Company.

     1.   Defects, liens, encumbrances, adverse claims or other matters, if any,
          created, first appearing in the Public Records or attaching subsequent
          to the effective date hereof but prior to the date the proposed
          Insured acquires for value of record the estate or interest or
          mortgage thereon covered by this Commitment.

     2.   Standard Exceptions:

          a.   Rights or claims of parties in possession not shown by the Public
               Records.

          b.   Encroachments, overlaps, boundary line disputes, or other matters
               which would be disclosed by an accurate survey and inspection of
               the premises.

          c.   Easements, or claims of easements, not shown by the Public
               Records.

          d.   Any lien, or right to a lien, for service, labor, or material
               heretofore or hereafter furnished, imposed by law and not shown
               by the Public Records.

          e.   Taxes or special assessments which are not shown as existing
               liens by the Public Records.

          f.   Any claim that any portion of said lands are sovereign lands of
               the State of Florida, including submerged, filled or artificially
               exposed lands and lands accreted to such lands.

          g.   Taxes and assessments for the year 2001 and subsequent years.



                                       40



<PAGE>

                               A.L.T.A. COMMITMENT
                         CHICAGO TITLE INSURANCE COMPANY
                        SCHEDULE B- Section 2 (continued)



     3.   Standard exceptions (b) and (c) may be removed from the policy when a
          satisfactory survey and surveyor's report and Inspection of the
          premises is made.

     4.   Standard exceptions (a) and (d) may be removed upon receipt of a
          satisfactory affidavit-indemnity from the party shown in title and in
          possession stating who is in possession of the lands and whether there
          are improvements being made at date of commitment or contemplated to
          commence prior to the date of closing which will not have been paid
          for in full prior to the closing.

     5.   Reservation of Drainage Easement recited in Warranty Deed recorded in
          Official Records Book 7189, Page 678, of the Public Records of Duval
          County, Florida, as to Parcel 1.

     6.   Resolution 83-156-127 recorded in Official Records Book 5645, Page
          2256, amended by City of Jacksonville Resolutions 84-207-66 and
          Resolution 84-1098-347, and as amended by Resolution 84-1249-389 and
          City of Jacksonville Resolution 85-602-235 and 85-1393-434, as further
          amended by Notice of Substantial Deviation and other Amendments to
          Development Order recorded in Official Records Book 6007, Page 1780,
          and amended by Allocation of Square Footage made pursuant to
          Substantial Deviation to Development Order recorded in Official
          Records Book 6007, Page 1782, of the Public Records of Duval County,
          Florida, as amended by City Council of Jacksonville Resolution
          Nos.87-1249-389,88-1548-597 and 90-212-116 and further amended by
          Notice of Amendment to Southpoint Development Order recorded in
          Official Records Book 6423, Page 478 and Allocation recorded in
          Official Records Book 6979, Page 422 and further amended by Allocation
          of Development Rights-Southpoint recorded in Official Records Book
          7189, page 683, of the Public Records of Duval County, Florida, as to
          Parcels 1 and 2.

     7.   Terms, provisions, conditions, easements, assessments, and
          restrictions created by and set forth in the declaration recorded May
          23, 1983, in Official Records Book 5652, Page 2106, of the Public
          Records of Duval County, Florida, as to Parcels 1 and 2.

     8.   Restrictions, covenants and conditions contained in Declaration of
          Restrictive Covenants recorded November 30, 1984, in Official Records
          Book 5884, Page 1734, re-recorded in Official Records Book 5905, Page



                                       41

<PAGE>

          371, and amended by Allocation of Office Space recorded in Official
          Records Book 5910, Page 494; Official Records Book 6909, Page 701;
          Affidavit recorded in Official Records Book 6337, Page 932, and
          amended by Allocation of Office Space recorded in Official Records
          Book 7101, page 1229, of the Public Records of Duvual County, Florida,
          as to Parcel 1.

     9.   Utility Easement set forth in Common Easement for Utilities recorded
          March 4, 1980, in Official Records Book 5064, Page 384, of the Public
          Records of Duval County, Florida, as to Parcels 1 and 2.

     10.  Utility Easement set forth in Grant of Easement recorded August 21,
          1980, in Official Records Book 5172, Page 750, of the Public Records
          of Duval County, Florida, as to Parcels 1 and 2.

     11.  Drainage and Underground Utility Easement set forth in Grant of
          Easement recorded December 8, 1983, in Official Records Book 5731,
          Page 831, of the Public Records of Duval County, Florida, as to Parcel
          1.

     12.  Easement granted to City of Jacksonville by instrument recorded on
          September 29, 1983, in Official Records Book 5731, Page 835, of the
          Public Records of Duval County, Florida, as to Parcel 2.

     13.  Easement as described in Warranty Deed recorded in Official Records
          Book 5752, Page 1721, of the Public Records of Duval County, Florida,
          as to Parcel 2.

     14.  Terms, covenants, conditions and other matters contained in any
          unrecorded Lease(s) and all rights thereunder of the Lessee(s) and of
          any person claiming by, through or under the Lessee(s).

          NOTE: 2000 Taxes are PAID under Parcel No. 152570-2075 In the gross
          amount of $6,750.59. Date Paid: November 30, 2000. (As to Parcel 1)

          NOTE: 2000 Taxes are PAID under Parcel No. 152862-0100 In the gross
          amount of $107,495.23. Date Paid: November 30, 2000. (As to Parcel 2)

                          End of Schedule B - Section 2


                                       42

<PAGE>

                                    EXHIBIT G

                            DUE DILIGENCE CONTRACTORS
                             AND PRE-APPROVED TESTS


                                      None









                                       43


<PAGE>


                                    EXHIBIT H

                            CONFIDENTIALITY AGREEMENT

















                                       44

<PAGE>

                            CONFIDENTIALITY AGREEMENT
                            -------------------------

         THIS CONFIDENTIALITY AGREEMENT ("Agreement") is made this______ day of
___________, ____________, by and between (hereinafter referred to as "The
Company", and _______________________________, a _____________________________
("Potential Purchaser").

         WHEREAS, The Company, is the owner of certain property located at
(referred to herein as the "Property"); and

         WHEREAS, Potential Purchaser has expressed an interest in purchasing
the Property and has requested that The Company (i) provide Potential Purchaser
with certain documents relating to the Property for review and (ii) permit
Potential Purchaser to perform its own investigation of the Property; and

         WHEREAS, The Company believes that it may suffer irreparable harm if
the Evaluation Material (as hereinafter defined) is disclosed to third parties
other than Potential Purchaser; and

         WHEREAS, in consideration of The Company furnishing Potential Purchaser
with information regarding the Property, Potential Purchaser desires to make
certain agreements regarding such information and any other information The
Company, its agents and representatives furnish to Potential Purchaser regarding
the Property, together with all notes, analyses, compilations, studies or other
documents, whether prepared by Potential Purchaser or others, which contain or
otherwise reflect such information (such information, and such documents, are
collectively herein referred to as the "Evaluation Material").

         NOW THEREFORE, in consideration of the promises and mutual covenants
set forth below, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, The Company and Potential Purchaser
enter into this Agreement:

         Section 1. Term. This Agreement shall become effective as of the date
first written above and shall terminate as to the Property only upon
consummation of a sale of such Property by The Company to Potential Purchaser
"Transaction").

         Section 2. Limitation on Use. Potential Purchaser shall use the
Evaluation Material solely for the purpose of evaluating, negotiating and
implementing the Transaction, and for no other purpose. Without the prior
written consent of The Company, which consent may be withheld in its sole
discretion, Potential Purchaser shall not contact nor attempt to contact any
tenant, lender, director, advisor, shareholder or other party in connection with
any Property nor any of their respective officers, employees, agents or
attorneys.


                                       45

<PAGE>

         Section 3. Limited Access. Without the prior written of The Company to
be granted or withheld in its sole discretion, Potential Purchaser shall not
disseminate or divulge the Evaluation Material, or any part thereof, to any
person or entity, other than as set forth below. Potential Purchaser shall limit
access to the Evaluation Material to such persons who have a need for access to
the Evaluation Material for the purpose of assisting and advising Potential
Purchaser in the evaluation, negotiation and implementation of the Transaction.
Without the prior written consent of The Company, Potential Purchaser shall not,
directly or indirectly, contact, seek or attempt to seek any information from,
any person other than The Company regarding the Property or the Evaluation
Material.

         Section 4. Confidentiality; Return of Documents. Potential Purchaser
agrees that Potential Purchaser shall ensure that all persons to whom it
discloses the Evaluation Material shall keep the Evaluation Material
confidential. In the event that the Transaction is not consummated, Potential
Purchaser shall return to The Company, and shall ensure that all persons to whom
it has disclosed the Evaluation Material shall return to The Company, all copies
of the Evaluation Material, unless otherwise directed by The Company. Potential
Purchaser will inform The Company immediately of any improper disclosure of any
of the Evaluation Material, and of any breach of any provision of this
Agreement, which may come to Potential Purchaser's attention.

         Section 5. Liability. If The Company determines that Potential
Purchaser has breached any provision of this Agreement, Potential Purchaser
shall pay to The Company , at The Company`s option, any compensation,
consideration or any other benefits which it received, directly or indirectly,
in any transaction related to such violation and The Company, in its sole
discretion, exercise any or all legal or equitable rights or remedies to which
The Company is entitled on account of Potential Purchaser's breach, including
but not limited to monetary damages and/or an injunction. The Company shall not
be deemed to have waived any of its rights or remedies on account of its
failure, delay or forbearance in exercising any such right or remedy in a
particular instance.

         Section 6. Indemnification. Potential Purchaser shall defend, indemnify
and hold harmless The Company from and against any and all claims, demands,
causes of action, losses, damages, liabilities, judgments, costs and expenses
(including attorneys' fees) asserted against or incurred by The Company as a
result of any violation of, or failure to comply with, the provisions of this
Agreement by Potential Purchaser or any person to whom it has disclosed the
Evaluation Material.


                                       46

<PAGE>

         Section 7. Release of______________________. Potential Purchaser
acknowledges and understands that some or all of the Evaluation Material may
have been prepared by parties other than The Company, and further acknowledges
and understands that The Company makes no representation or warranty whatsoever,
express or implied, with respect to the content, completeness or accuracy of the
Evaluation Material. Potential Purchaser hereby releases The Company from all
claims, demands, causes of action, losses, damages, liabilities, cost or
expenses (including attorneys' fees) asserted against or incurred by Potential
Purchaser by reason of Potential Purchaser's reliance on or knowledge of the
Evaluation Material or by any other reason.

         Section 8. Miscellaneous. This Agreement represents the entire
agreement between Potential Purchaser and The Company relating to the receipt,
use and disclosure of the Evaluation Material, and may be amended only by
written agreement signed by the parties hereto. This Agreement shall apply to
and be binding upon Potential Purchaser and its affiliates and subsidiaries and
each of their respective directors, officers, employees, agents, successors and
assigns. The representative signing this Agreement on behalf of Potential
Purchaser represents that he or she is fully authorized to enter into the terms
and conditions of this Agreement and to bind legally Potential Purchaser. The
construction, interpretation and performance of this Agreement shall be governed
by the laws of the United States of America, and to the extent that state law
would apply, the laws of the State of New York, without regard to conflicts of
law principles thereof.

         EXECUTED this _____________ day of __________________, 199_.


Seller                                    Potential Purchaser

                                          ___________________________________

By:______________________________         By:________________________________
   Signature                                 Signature

   ______________________________            ________________________________
   Print Name                                Print Name

   ______________________________            ________________________________
   Title                                     Title

                                             Address:

                                             ________________________________

                                             ________________________________

                                             ________________________________



</TEXT>
</DOCUMENT>
