CEDAR INCOME FUND LTD /MD/
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

                           EXCLUSIVE AGREEMENT TO SELL
                           ---------------------------

This Exclusive Agreement to Sell is made July 30, 2001, by and between WEAVER
REALTY GROUP, INC./Grubb & Ellis/Phoenix Realty Group ("Broker") and CEDAR
INCOME FUND PARTNERSHIP, L.P. ("Owner") and shall be effective from the date
hereof until May 15, 2002 (the "Term").

In consideration of Broker's agreement to use its best efforts to procure a
ready, willing and able buyer for, and effect a sale of SOUTHPOINT PARKWAY
CENTER, 6800 Southpoint Parkway, Jacksonville, Florida (the "Property") and
Broker's agreement to perform its obligations hereunder,

(1)               Owner grants to Broker the exclusive right to the sell the
                  Property at a price (the "Purchase Price") of FIVE MILLION
                  EIGHT HUNDRED THOUSAND DOLLARS ($5,800,000), or such other
                  price acceptable to Owner in its sole discretion, all cash (or
                  on such other terms acceptable to Owner in its sole
                  discretion) and

(2)               Owner agrees to pay Broker, and Broker agrees to accept as
                  full compensation for all services provided or expenses
                  incurred to or on behalf of Owner, a sales commission (the
                  "Commission") in the amount of four percent (4%) of the
                  Purchase Price actually received by the Owner.

The Commission shall be earned by Broker ONLY IF (i) during the Term, the
Property is sold to an unrelated third-party and the Purchase Price is
unconditionally paid in full to Owner or (ii) during the Term, the Property is
shown to an unrelated person or entity (or a disclosed representative of an
unrelated person or entity) which person or entity (and representative) is
registered in writing as a client of Broker no later than ten (10) business days
after expiration of the Term (a "Registered Purchaser") and the Property is sold
to such Registered Purchaser and the Purchase Price is unconditionally paid in
full to Owner within 120 days after the expiration of the Term.

Broker hereby absolutely and unconditionally waives any right it may have to
impose a lien upon the Property for any reason and any attempt to do so shall
immediately terminate Broker's rights to any amounts under this agreement. In
the event of any dispute between Owner and Broker, each party hereby waives the
right to trial by jury.

As a condition precedent to any payment hereunder, Broker warrants and
represents to Owner that, to the best of its knowledge and information, Broker
is the only broker responsible for and entitled to payment of commission or
compensation from Owner by reason of the sale of the Property. If any
cooperating broker is utilized, Broker shall be solely responsible for the
payment of any fees or commissions claimed by such cooperating broker.


<PAGE>

Broker agrees to indemnify, defend, save and hold Owner, Cedar Income Fund,
Ltd., Cedar Bay Realty Advisors, Inc. and Brentway Management LLC free and
harmless from any claim, liability, judgment, cost or expense, including
reasonable attorneys' fees and disbursements, incurred by such party by reason
of any claim made against such party by any person for commission, compensation
or damages for loss of commission or compensation by reason of this transaction.

No recourse shall be had on any of Owner's obligations under this agreement or
for any claim based hereon or otherwise in respect hereof against any partner of
Owner or any incorporator, subscriber to the capital stock, shareholder, officer
or director of any corporate partner or any employee or agent of Owner
(including, without limitation Brentway Management LLC and its employees), past,
present or future or of any successor thereto, or against any principal,
disclosed or undisclosed, or any affiliate of Owner whether directly or
indirectly, all such liability being expressly waived and released by Broker.

Broker shall look only and solely to Owner's estate and interest in and to the
Property for the satisfaction of any right arising out of this agreement, or for
the collection of a judgment or other judicial process or arbitration award
requiring the payment of money by Owner and no other property or assets of Owner
or its agents, employees, partners, principals (disclosed or undisclosed), or
affiliates shall be subject to levy, lien, execution, attachment, or other
enforcement procedure for the satisfaction of Broker's rights and remedies under
or with respect to this agreement.

This agreement shall not be binding upon Owner unless and until it has been
executed by both Owner and Broker and an original thereof delivered to each
party.

In addition to Broker's obligations described above, Broker covenants and
agrees:

(a)      To inspect the Premises and to secure and to compile written
         information with respect to selling the Premises.

(b)      To list, with any local or other multiple listing service, to offer for
         sale, and to enlist the best efforts and resources of Broker's
         organization to perform its obligations under this Agreement. Broker
         shall advertise the property at a listing price of $5,800,000.

(c)      To submit progress reports to Owner concerning prospective buyers and
         the status of any sale negotiations monthly along with current market
         information affecting the Property.

(d)      To list the Property for sale with other qualified brokers and to
         solicit active cooperation in disposing of the same.

(e)      To use its best efforts to sell the Property.

This Agreement contains the entire understanding between the parties with
respect to the matters contained herein. No representation, warranties,
covenants or agreements have been made concerning or affecting the subject
matter of this Agreement, except as are explicitly contained herein. This
Agreement may not be changed orally, but only by an agreement in writing signed
by the party against whom enforcement is sought. Notices provided or allowed for
herein shall be in writing and shall be deemed given when hand-delivered in
person or when received or refused by the addressee when sent by (a) United
States Mail postage prepaid, certified, return receipt requested or (b) Federal
Express or similar national overnight delivery service, properly addressed to
the address of the parties as listed below, or to any change of address as given
in writing by either party to the other party.
<PAGE>

     Owner or Owner's representative at:         Broker at:

     Brenda Walker                               W. Frost Weaver
     Brentway Management LLC                     Weaver Realty Group, Inc.
     44 South Bayles Avenue                      7400 Baymeadows Way, Suite 100
     Port Washington, NY  11050                  Jacksonville, FL  32256

Broker shall not assign or allow assumption of this Agreement, except with prior
written consent of Owner, and any such assignment shall be void ab initio.

IN WITNESS WHEREOF, the parties have executed this instrument on the day and
year aforementioned.

OWNER:
CEDAR INCOME FUND PARTNERSHIP, L.P.
By.  Cedar Income Fund, Ltd.

         By:________________________________
                  Name:  Brenda J. Walker
                  Title:    Vice President
BROKER:
WEAVER REALTY GROUP, INC./Grubb & Ellis/Phoenix Realty Group


By:  ________________________________
         Name:  W. Frost Weaver
         Title:    President




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