SUBSCRIPTION AGREEMENT

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         Subscription Agreement dated as of the 18th day of December, 2002,

by and between Cedar Income Fund, Ltd., a Maryland corporation (the "Company"),

and Homburg Invest USA Inc., a Colorado corporation (the "Subscriber").



                              W I T N E S S E T H :

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         WHEREAS, the Company desires to issue and sell to the Subscriber

preferred units (the "Preferred Units") in Cedar Income Fund Partnership, L.P.

(the "Partnership"), and the Subscriber desires to purchase the Preferred Units

from the Company;



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements contained herein, the parties hereby agree as follows:



                                   ARTICLE I



                                  SUBSCRIPTION

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         1.1 Subscription. Subject to the terms and conditions set forth herein,

the Company hereby agrees to issue and sell to the Subscriber, and the

Subscriber hereby agrees to subscribe for and purchase from the Company, on the

Closing Date set forth in Article IV, 3,300 Preferred Units at a purchase price

of $909.09 per Preferred Unit. On January 2, 2003, the Subscriber will convert

552 Preferred Units into 138,000 shares of Common Stock of the Company (the

"Shares").



         1.2 Purchase Price. The purchase price payable by the Subscriber

hereunder will be paid by the Subscriber to the Company on the Closing Date by

means of a wire transfer to an account and depository designated by the Company.



         1.3 Delivery of Shares. As promptly as practicable after January 2,

2003, the Company shall deliver to the Subscriber stock certificates

representing the 138,000 shares of Common Stock.



         1.4 Terms of Preferred Units. The Preferred Units shall have the

rights, preferences and designations set forth on Exhibit A attached hereto.



                                   ARTICLE II



                         REPRESENTATIONS AND WARRANTIES

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         The Subscriber hereby represents, warrants, acknowledges and agrees

with the Company as follows:



         2.1 Investment Intent. The Subscriber is acquiring the Shares and

Preferred Units for its own account, for investment purposes only, and not with

a view to, or in connection with, any resale or other distribution of such

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