ADDENDUM NUMBER ONE
                               -------------------

         This Addendum Number One ("Addendum") to the Real Estate Purchase and
Sale Agreement ("Agreement") by and between Cedar Income Fund Partnership, L.P.,
as Seller and Southpoint Parkway Center, L.C., as Buyer, is entered into by and
between Seller and Buyer, who, intending to be legally bound, hereby agree as
follows:

         1.       Buyer hereby rescinds its notice of termination dated March 4,
                  2002 and the Agreement, as amended by this Addendum, is hereby
                  reinstated.

         2.       Buyer contemporaneously with delivery of this Addendum shall
                  re-deposit the Initial Deposit with Escrow Agent.

         3.       Any rights of Buyer to terminate the Agreement described in
                  Section 3 or 4 of the Agreement are hereby waived.

         4.       The Closing Date shall occur not later than 75 days after the
                  date Buyer receives a signed counterpart of this Amendment,
                  time being of the essence.

         5.       Seller has obtained a lease amendment with GSA extending the
                  firm term of such lease for 8 additional months (until
                  8/14/04) and Seller agrees to pay for the applicable tenant
                  improvement costs. The tenant improvement work shall commence
                  as soon as reasonably practicable.

         6.       The Purchase Price is unchanged, but the following adjustments
                  shall be applied at Closing: (a) Seller shall receive a credit
                  of $15,000 applicable to Seller's assumption of the obligation
                  for tenant improvements in connection with the GSA Lease and
                  (b) Buyer shall receive a credit of $40,000 in lieu of the
                  repairs recommended in Buyer's inspection report.

         7.       The terms and conditions of the Agreement referenced above
                  that are not modified herein shall remain in full force and
                  effect.

         8.       This Addendum and the Agreement which it modifies constitute
                  all of the agreements between Seller and Buyer, and their
                  effectiveness are not conditioned on any matter other than the
                  execution of this document.


Dated:  March 20, 2002              CEDAR INCOME FUND PARTNERSHIP, L.P.
                                    By: Cedar Income Fund, Ltd.


                                    BY:_________________________________________
                                         Leo S. Ullman, President

Dated: March 20, 2002               SOUTHPOINT PARKWAY CENTER, L.C.


                                    BY:_________________________________________
                                         William S. Weisman, Managing Member