AGREEMENT TO PURCHASE REAL ESTATE





         In consideration of the mutual covenants and agreements herein

contained and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, this Agreement to Purchase Real Estate

("Agreement") is entered into by and between LOYAL PLAZA VENTURE, L.P.

("Seller"), having offices at 20 South Third Street, Columbus, Ohio 43215, and

CEDAR INCOME FUND PARTNERSHIP, L.P. (together with its successors and assigns,

"Purchaser"), a Delaware limited partnership, having offices at c/o Cedar

Bay Realty Advisors, Inc., 44 South Bayles Avenue, Port Washington, New York

11050, this 7th day of January, 2002.



                              W I T N E S S E T H :



         1. PREMISES. At the price and upon the terms, conditions, and

provisions herein contained, Seller agrees to sell and convey to Purchaser, and

Purchaser agrees to purchase from Seller, all of Seller's right, title and

interest in and to the shopping center known as LOYAL PLAZA, LOYALSOCK,

PENNSYLVANIA, legally described in the Exhibit "A" attached hereto and made a

part hereof, and depicted as the "Property" on the Exhibit "B" attached hereto

and made a part hereof, including without limitation, the real estate upon which

such shopping center is located, together with all right, title and interest of

Seller in any way belonging to or pertaining to or running with the real

properties, all easements, rights of way and other rights in property abutting,

adjacent, contiguous to or adjoining the real property and all condemnation

awards in respect of the real property (collectively, the "Real Property"), all

tangible and intangible personal property, contracts, leases, licenses, permits,

certificates of occupancy and other contractual rights, and trade names and

trade marks, plans, specifications, warranties, guaranties, manuals, drawings,

and any other items of Seller used by Seller in the ownership, development, use,

operation, leasing and management of the shopping center and the real property

associated with the shopping center (collectively, the "Personal Property") (the

Real Property and the Personal Property are collectively referred to herein as

the "Property"). A portion of the Real Property is ground leased by Seller

pursuant to that certain ground lease more particularly described in the

Schedule I attached hereto and made a part hereof ("Ground Lease"). Seller's

interest in the Ground Lease will be assigned to Purchaser at Closing.



         2. PURCHASE PRICE. The purchase price for the Property shall be

Eighteen Million Three Hundred Thousand and no/100 Dollars ($18,300,000.00)

("Purchase Price"). The Purchase Price shall be paid by bank wire, at closing,

and shall be subject to any prorations, adjustments, and credits, as hereinafter

stated. Purchaser acknowledges that the Property is encumbered by that certain

loan agreement between Loyal Plaza Venture, L.P. and Lehman Brothers Bank, FSB

("Existing Lender") dated May 31, 2001, in the original principal amount of

$14,000,000.00 ("Existing Loan"). On the Closing Date, subject to approval by

the Existing Lender, Purchaser shall assume the Existing Loan, and shall receive

a credit against the Purchase Price in the amount of the then outstanding

principal balance of the Existing Loan.





{PAGE}



         3. INSPECTION OF PROPERTY.



         (a)  Purchaser shall have forty-five (45) days from the Effective Date

              (as defined in Section 20 (d)) (the Purchaser's "Inspection

              Period") to investigate and inspect the Property and conduct any

              and all due diligence as Purchaser may deem necessary, including

              without limitation the availability of utilities, suitable zoning,

              environmental and physical condition of the Property, and

              availability of governmental permits or approvals. Seller agrees

              to provide to Purchaser the information and materials listed in

              the Schedule II attached hereto and made a part hereof ("Seller's

              Due Diligence Deliveries"). All of said items shall become the

              property of Purchaser after Closing. If for any reason Purchaser

              in its sole discretion is not satisfied with the condition of the

              Property, Purchaser shall have the right to terminate this

              Agreement by written notice given to Seller at any time prior to

              the end of the Inspection Period. Purchaser's failure to give

              written notice of termination to Seller before the end of the

              Inspection Period shall constitute a waiver of its right to

              terminate this Agreement pursuant to this Section 3.



         (b)  During the Inspection Period, Purchaser, and any of its authorized

              representatives and agents, shall have the right to enter onto the

              Property, subject to the conditions hereafter provided, for the

              limited purpose of conducting surveys and other due diligence

              investigations or analyses, at Purchaser's sole expense, as are

              reasonably necessary for Purchaser to ascertain the fitness of the

              Property. Purchaser shall not conduct any intrusive testing on the

              Property, such as borings of any nature, without Seller's prior

              written consent, which shall not be unreasonably withheld or

              delayed, and Purchaser shall promptly repair any damage to the

              Property caused by any such intrusive testing. Any and all work

              for Purchaser's due diligence investigations shall be performed

              without cost or expense to Seller. Prior to entry on the Property

              by Purchaser or by any party to conduct any survey, test, or

              inspection for or on behalf of Purchaser, a certificate or other

              satisfactory evidence of liability insurance coverage for said

              party shall be provided to Seller with coverage and in amounts

              reasonably satisfactory to Seller.



         Purchaser shall protect, indemnify and hold Seller harmless from all

              liability from injury to persons or Property or liens or actions

              for cost of work arising out of the inspections, investigations

              and entry onto the Property by Purchaser or by any representatives

              or agents of Purchaser. Such indemnification shall not include an

              indemnity by Purchaser for liabilities arising from any discovery

              or exacerbation of any pre-existing conditions, unless Purchaser

              is negligent in its activities.



         (d)  Purchaser acknowledges that it will have access to nonpublic

              information of Seller and its affiliates, including, without

              limitation, know-how, lists of existing and potential tenants,

              leases, agreements and understandings with tenants and suppliers,

              the information supplied by or on behalf of Seller pursuant to

              this Section 3 and business and financial information, as well as

              information obtained from inspections of the Property (all such

              information collectively, "Confidential Information"). Therefore,

              Purchaser agrees to (i) keep confidential all Confidential

              Information of Seller and its affiliates, (ii) not disclose any

              portion of the Confidential Information in any manner without the

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