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.





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         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

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