SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE(this "Amendment") dated
as of the 31st day of October, 2002, is made by and between CONNECTICUT GENERAL
LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and CEDAR INCOME
FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Purchaser").

                                   WITNESSETH:

WHEREAS, Seller and Purchaser have entered into that certain Agreement of
Purchase and Sale having an Effective Date of August 14, 2002, as amended by
that certain First Amendment to Agreement of Purchase and Sale between the
parties made September 12, 2002, pertaining to certain improved real property
located in Camp Hill, Pennsylvania, as more particularly described therein (as
amended, the "Agreement"), and

WHEREAS, Seller and Purchaser hereby desire to amend the Agreement as
hereinafter set forth:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, Seller and Purchaser
hereby agree as follows:

1. All capitalized terms used herein shall have the same meaning as defined in
the Agreement, unless otherwise defined in this Amendment.

2. Seller represents and warrants to Purchaser that the transaction contemplated
by the Agreement has been approved by all required boards and committees in
accordance with the standard policies and procedures of CIGNA Investments, Inc.,
and waives any termination rights under Section 17.14 of the Agreement.

3. The Closing Date is hereby changed to on or before November 15, 2002, with
the transfer of funds to Seller to be completed before 2:00 p.m. Eastern Time.
In the event the transfer of funds to Seller is completed after 2:00 p.m. on the
Closing Date, Purchaser shall pay to Seller such amount as is reasonably
calculated by Seller to be the loss in the rate of return of investment of the
sale proceeds for the date of closing, due to Seller's investment of such funds
after 2:00 p.m.

4. The Escrow Holder shall release the Deposit and cause the Deposit to be
delivered to Seller immediately upon execution of this Amendment. This Amendment
shall constitute each party's written notification to Escrow Holder to so
release and deliver the Deposit. The Deposit shall be non-refundable to
Purchaser except as a credit against the Purchase Price at Closing, or, in the
event that Purchaser has complied with all of the covenants and conditions
contained in the Agreement and is ready, willing and able to take title to the
Property in accordance with the Agreement, and Seller fails to consummate the
Agreement and convey title as set forth therein.

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5. Purchaser hereby expressly acknowledges and agrees that Purchaser irrevocably
and unconditionally waives and relinquishes any right it may have to terminate
the Agreement pursuant to any provision of the Agreement, and Purchaser is
unconditionally and irrevocably obligated to close the transaction in accordance
with the terms and - provisions of the Agreement, except as provided in
Paragraph 4 above. Further, Purchaser hereby expressly acknowledges and agrees
that Purchaser shall have no right to a return of the Deposit except as set
forth in paragraph 4 above.

6. Except as specifically amended hereby, the Agreement shall remain unmodified,
in full force and effect, and enforceable in accordance with its terms.

7. This Amendment shall be governed by and construed under the laws of the
Commonwealth of Pennsylvania, without regard for or application of any conflicts
of laws provisions thereof.

8. Except as may be specifically provided herein, this Amendment shall in no way
be construed to relieve either party of any obligation or liability under the
Agreement. In the event that a provision of the Agreement conflicts or is
inconsistent with a provision of this Amendment, the provisions of this
Amendment shall control.

9. No further amendments or modifications to the Agreement will be valid unless
in writing and executed by both Seller and Purchaser.

10. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of such counterparts shall constitute
one agreement. To facilitate execution of this Amendment, the parties may
execute and exchange facsimile counterparts of the signature pages, and
facsimile counterparts shall serve as originals.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written.

                                  SELLER:
                                  CONNECTICUT GENERAL LIFE INSURANCE COMPANY,
                                  a Connecticut corporation
                                  By:    CIGNA Investments, Inc.


                                  By:
                                          Name:    Stephen J. Olstein
                                          Title:   Managing Director

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

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                                   PURCHASER:
                                   CEDAR INCOME FUND PARTNERSHIP, L.P., a
                                   Delaware limited partnership
                                   By:  Cedar Income Fund, Ltd., General
                                   Partner



                                   By:
                                            Name:    Leo S. Ullman
                                            Title:   President


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