AGREEMENT TO ASSIGN AGREEMENT

                  In consideration of the sum of One Dollar ($1.00) and other
good and valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, Cedar Income Fund Partnership, LP ("Assignor") hereby assigns to
Loyal Plaza Associates, L.P (together with its successors and assigns,
"Assignee"), without recourse, all of its right, title and interest in and to
that certain Agreement to Purchase Real Estate dated as of January 7, 2002 made
by and between Assignor and Loyal Plaza Venture, L.P., a copy of which agreement
and all amendments thereto (the "Agreement") is attached hereto as Exhibit A and
made a part hereof.

                  Assignee hereby assumes and agrees to perform all of the
terms, covenants and conditions on the part of Assignor (if any) to be performed
under the Agreement from and after the date hereof.

                  This Assignment and Assumption Agreement shall bind and inure
to the benefit of the parties hereto and their respective successors and
assigns.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of June___, 2002.

                                     Cedar Income Fund Partnership, L.P.

                                              By:   Cedar Income Fund, LTD
                                                           Its  general partner

                                                    By:  /s/  Brenda J. Walker
                                                        ------------------------
                                                           Brenda J. Walker
                                                           Vice-President