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

acceptable



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to the Purchaser, acting reasonably, and shall be certified in favor

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

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