Exhibit 10.33


                               THIRD AMENDMENT OF
                      ADMINISTRATIVE AND ADVISORY AGREEMENT

         This Third Amendment of Administrative and Advisory Agreement
("Amendment") is made as of January 1, 2002, 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 ("Original 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 Original Agreement, pursuant to an
Assignment of Administrative and Advisory Agreement ("Assignment") dated as of
April 30, 1999.

         (c) Owner and Advisor amended the Original Agreement by Amendment of
Administrative and Advisory Agreement dated as of August 21, 2000 (the "First
Amendment") which extended the term of the Original Agreement.

         (d) Owner and Advisor further amended the Original Agreement by Second
Amendment of Administrative and Advisory Agreement dated as of August 21, 2000
(the "Second Amendment") which deferred certain fees payable to Advisor until
the expiration or earlier termination of the Original Agreement, as amended (the
Original Agreement as Assigned by the Assignment and amended by the First
Amendment and Second Amendment is hereinafter referred to as the "Agreement").

         (e) Owner and Advisor desire to modify the formula for calculation of
acquisition and disposition fees payable to Advisor for transactions closed on
or after January 1, 2002.

         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)  With respect to transactions closed on or after January 1, 2002,
              the acquisition fee described in Section 5.A.(2) shall be reduced
              from five percent (5%) to one percent (1%) of the gross purchase
              price and the disposition fee described in Section 5.A.(3) shall
              be reduced from three percent (3%) to one percent (1%) of the
              gross sales price. The foregoing reductions shall not apply to any
              transaction closed prior to January 1, 2002, whether or not the
              applicable fee has been paid to date.

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

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

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

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

         (6)  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:/s/ Leo S. Ullman
                                                    ----------------------------
                                                    Name:  Leo S. Ullman
                                                    Title: President


                                            ADVISOR:
                                            CEDAR BAY REALTY ADVISORS, INC.

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