AMENDMENT OF ADMINISTRATIVE AND ADVISORY AGREEMENT
               --------------------------------------------------

         This Amendment of Administrative and Advisory Agreement ("Amendment")
is made as of August 21, 2000 by and between CEDAR INCOME FUND PARTNERSHIP,
L.P., a Delaware limited partnership ("Owner") and CEDAR BAY REALTY ADVISORS,
INC., a New York corporation ("Advisor").

                                   BACKGROUND
                                   ----------

         (a) Cedar Income Fund, Ltd. and Advisor entered into an Administrative
and Advisory Agreement ("Agreement") dated as of April 2, 1998 with respect to
day-to-day administrative functions.

         (b) Cedar Income Fund, Ltd. assigned to Owner, and Owner assumed, all
of its rights and obligations under the Agreement, pursuant to an Assignment of
Administrative and Advisory Agreement dated as of April 30, 1999.

         (c) Owner and Advisor desire to extend the term of the Agreement for a
period of five (5) years from the date hereof, subject to certain conditions
hereinafter set forth, intended to require that Advisor achieve certain growth
results for Owner.

         NOW, THEREFORE, in consideration of the agreements and covenants herein
contained, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby,
Owner and Advisor agree as follows:

         (1)   The term of the Agreement is hereby extended for a period five
               (5) years from the date hereof.

         (2)   The Agreement may be terminated during such five (5) year period
               for cause, upon not less than sixty (60) days prior written
               notice given by the Owner by a majority of the Independent
               Directors (as defined in the Articles of Incorporation of the
               Owner) or by the Advisor by its duly authorized representatives,
               to the other party of its intention to so terminate and
               describing the basis for such termination.

         (3)   The foregoing notwithstanding, the Agreement may be terminated
               upon not less than 60 days' prior written notice by the Owner by
               at least 75% of the Independent Directors given at any time
               during the 90 day period after the end of the third or fourth
               full calendar year during such five (5) year period, in the event
               the gross assets of the Owner fail to increase from January 1 of
               any such calendar year to January 1 of the following calendar
               year by at least 15% in value as reported on the books of
               account/financial statements of the Owner.

         (4)   After such five (5) year period, the term of the Agreement shall
               automatically renew for terms of one (1) year each, subject to
               termination, upon not less than sixty (60) days prior written
               notice given by the Owner by a majority of the Independent
               Directors (as defined in the Articles of Incorporation of the
               Owner) or by the Advisor by its duly authorized representatives,
               to the other party of its intention to so terminate.





         (5)   In the event of termination of the Agreement, neither party shall
               have any further rights, obligations or liabilities under the
               Agreement, except for those which are accrued through the
               effective date of such termination; provided, however, the
               Advisor shall cooperate with the Owner and take all reasonable
               steps requested to assist the Owner in making an orderly
               transition of the advisory function.

         (6)   Except as modified by this Amendment, and as so modified, the
               parties hereto ratify and confirm the Agreement in all respects.

         (7)   This Amendment may not be changed orally, but only by an
               agreement in writing signed by the party against whom enforcement
               is sought.

         (8)   This Amendment contains the entire understanding between the
               parties with respect to the matters contained herein.

         (9)   This Amendment shall be binding upon, and inure to the benefit
               of, the parties hereto, their respective legal representatives,
               successors and assigns.

         (10)  This Amendment shall be governed and construed in accordance with
               the laws of the State of New York.


                                            OWNER:
                                            CEDAR INCOME FUND PARTNERSHIP, L.P.
                                            By:  Cedar Income Fund, Ltd.,
                                                 general partner


                                                 By:____________________________
                                                    Name:  Brenda J. Walker
                                                    Title: Vice President


                                            ADVISOR:
                                            CEDAR BAY REALTY ADVISORS, INC.

                                            By:_________________________________
                                               Name:  Leo S. Ullman
                                               Title: President