EXHIBIT A



                       CEDAR INCOME FUND PARTNERSHIP, L.P.

         DESIGNATION OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND
          RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND
                   QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS

                                     OF THE

                      SERIES A PREFERRED PARTNERSHIP UNITS



         The following are the terms of the Series A Preferred Partnership
Units:

         (a) NUMBER. The maximum number of authorized Series A Preferred
Partnership Units shall be 3,300.

         (b) RELATIVE SENIORITY. In respect of rights to receive quarterly
distributions and to participate in distributions of payments in the event of
any liquidation, dissolution or winding up of the Partnership, the Series A
Preferred Partnership Units shall rank senior to the Common Partnership Units
and any other class or series of Partnership Units of the Partnership ranking,
as to quarterly distributions and upon liquidation, junior to the Series A
Preferred Partnership Units (collectively, "Junior Partnership Units") and on a
parity with all other Preferred Partnership Units of the Partnership which are
not by their terms Junior Partnership Units.

         (c) QUARTERLY DISTRIBUTIONS.

                  (1) The holder of the outstanding Series A Preferred
Partnership Units shall be entitled to receive, when as and if declared by the
Partnership out of any funds legally available therefor, distributions at the
rate of $90.00 per Series A Preferred Partnership Unit per year, payable in
arrears in equal amounts of $22.50 per unit quarterly in cash on the 15th day of
each March, June, September and December or, if not a Business Day (as
hereinafter defined), the next succeeding Business Day (each such day being
hereinafter called a "Distribution Date" and each period ending on the calendar
day preceding a Distribution Date being hereinafter called a "Distribution
Period"). Distributions shall be payable to holders of record as they appear in
the records of the Partnership at the close of business on the applicable record
date (a "Record Date"), which shall be the 1st day of the calendar month in
which the applicable Distribution Date falls on or such other date designated by
the Partnership for the payment of distributions that is not more than 30 nor
less than 10 days prior to such Distribution Date. The amount of any
distribution payable for any Distribution Period shorter than a full
Distribution Period shall be computed on the basis of a 360-day year of twelve
30-day months.

                  "Business Day" shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
in The City of New York are authorized or required by law, regulation or
executive order to close.




         (d) LIQUIDATION RIGHTS.

                  (1) Upon the voluntary or involuntary dissolution, liquidation
or winding up of the Partnership (a "liquidation"), the holder of the Series A
Preferred Partnership Units then outstanding, shall be entitled to receive in
cash or property (at its fair market value determined by the General Partner)
and to be paid out of the assets of the Partnership available for distribution
to its partners, before any payment or distribution shall be made on any Junior
Partnership Units, the amount of $1,000.00 per Series A Preferred Partnership
Unit.

                  (2) After the payment to the holder of the Series A Preferred
Partnership Units of the full liquidation amounts provided for herein, the
holder of the Series A Preferred Partnership Units as such, shall have no right
or claim to any of the remaining assets of the Partnership.

                  (3) If, upon any voluntary or involuntary dissolution,
liquidation, or winding up of the Partnership, the amounts payable with respect
to the preference distributions on the Series A Preferred Partnership Units and
the Preferred Partnership Units of the Partnership ranking, as to any
liquidation rights, on a parity with the Series A Preferred Partnership Units
are not paid in full, the holders of the Series A Preferred Partnership Units
and any other Preferred Partnership Units ranking, as to liquidation rights, on
a parity with the Series A Preferred Partnership Units shall share ratably in
any such distribution of assets of the Partnership in proportion to the full
respective preference amounts to which they would otherwise be respectively
entitled.

                  (4) Neither the sale, lease or conveyance of all or
substantially all of the property or business of the Partnership, nor the merger
or consolidation of the Partnership into or with any other entity or the merger
or consolidation of any other entity into or with the Partnership, shall be
deemed to be a dissolution, liquidation or winding up, voluntary or involuntary,
for the purposes hereof.

         (e) OPTIONAL REDEMPTION.

                  (1) The Partnership may, at its option (subject to the
provisions of this paragraph (e)), redeem at any time and from time to time, in
whole or in part, the Series A Preferred Partnership Units at a price per unit
(the "Redemption Price"), payable in cash, of $1,200.00 per Unit, on the date
fixed for redemption (the "Redemption Date"), without interest. The Series A
Preferred Partnership Units have no stated maturity and will not be subject to
any sinking fund or mandatory redemption provisions.


                  (2) Notice of redemption will be mailed by the Partnership,
postage prepaid, not less than 30 nor more than 60 days prior to the Redemption
Date, addressed to each holder of record of the Series A Preferred Partnership
Units to be redeemed at the address set forth in the transfer records of the
Partnership. No failure to give such notice or any defect therein or in the
mailing thereof shall affect the validity of the proceedings for the redemption
of any Series A Preferred Partnership Units except as to the holder to whom the

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Partnership has failed to give notice or except as to the holder to whom notice
was defective. In addition to any information required by law or by the
applicable rules of any exchange upon which Series A Preferred Partnership Units
may be listed or admitted to trading, such notice shall state: (a) the
Redemption Date; (b) the Redemption Price; (c) the number of Series A Preferred
Partnership Units to be redeemed; and (d) the place or places where the Series A
Preferred Partnership Units to be redeemed are to be surrendered for payment of
the Redemption Price.

                  (3) If notice has been mailed in accordance with paragraph
(e)(2) above and provided that on or before the Redemption Date specified in
such notice all funds necessary for such redemption shall have been irrevocably
set aside by the Partnership, separate and apart from its other funds, in trust
for the pro rata benefit of the holders of the Series A Preferred Partnership
Units so called for redemption, so as to be, and to continue to be available
therefor, then, from and after the Redemption Date, distributions on the Series
A Preferred Partnership Units so called for redemption shall cease, and said
units shall no longer be deemed to be outstanding and shall not have the status
of Series A Preferred Partnership Units and all rights of the holders thereof as
partners of the Partnership (except the right to receive the Redemption Price)
shall cease. Upon surrender, in accordance with such notice, of the Series A
Preferred Partnership Units so redeemed (properly endorsed or assigned for
transfer, if the Partnership shall so require and the notice shall so state),
such Series A Preferred Partnership Units shall be redeemed by the Partnership
at the Redemption Price.

                  (4) Any funds deposited with a bank or trust company for the
purpose of redeeming Series A Preferred Partnership Units shall be irrevocable
except that:

                                    (a) the Partnership shall be entitled to
receive from such bank or trust company the interest or other earnings, if any,
earned on any money so deposited in trust, and the holders of any Series A
Preferred Partnership Units redeemed shall have no claim to such interest or
other earnings; and

                                    (b) any balance of monies so deposited by
the Partnership and unclaimed by the holders of the Series A Preferred
Partnership Units entitled thereto at the expiration of two years from the
applicable Redemption Date shall be repaid, together with any interest or other
earnings earned thereon, to the Partnership, and after any such repayment, the
holders of the Series A Preferred Partnership Units entitled to the funds so
repaid to the Partnership shall look only to the Partnership for payment without
interest or other earnings.

                  (5) In case of redemption of less than all Series A Preferred
Partnership Units at the time outstanding, the Series A Preferred Partnership
Units to be redeemed shall be selected pro rata from the holders of record of
such Series A Preferred Partnership Units in proportion to the number of Series
A Preferred Partnership Units held by such holders (with adjustments to avoid
redemption of fractional shares) or by any other equitable method determined by
the Partnership.

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                  (f) VOTING RIGHTS. Except as required by law, and as set forth
below, the holders of the Series A Preferred Partnership Units shall not be
entitled to vote at any meeting of the Partnership or Cedar Income Fund Ltd.
(the "Corporation") or for any other purpose or otherwise to participate in any
action taken by the Partnership or the Corporation or the partners or
shareholders thereof, or to receive notice of any meeting of the Partnership or
Corporation.

                           (1) So long as any Series A Preferred Partnership
Units remain outstanding, neither the Partnership nor the Corporation will,
without the affirmative vote or consent of the holders of at least a majority of
the Series A Preferred Partnership Units outstanding at the time, given in
person, by proxy, or written consent, either in writing or at a meeting (voting
separately as a class), amend, alter or repeal the provisions of the
Partnership's Agreement of Limited Partnership or the Articles of Incorporation
of the Corporation, whether by merger, consolidation or otherwise (an "Event"),
so as to materially and adversely affect any right, preference, privilege or
voting power of the Series A Preferred Partnership Units or the holders thereof;
provided, however, with respect to the occurrence of any of such Events, so long
as the Series A Preferred Partnership Units remain outstanding with the terms
thereof materially unchanged, taking into account that upon the occurrence of an
Event, the Partnership or the Corporation may not be the surviving entity, the
occurrence of any such Event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting power of holders of Series
A Preferred Partnership Units.

                           (2) In the event the distributions payable hereunder
are in arrears for a period of more than 90 days, the holders of Series A
Preferred Partnership Units shall have the right to vote, together with the
Common Stock of the Corporation, on all matters on which the holders of Common
Stock shall have the right to vote. The holders of Series A Preferred
Partnership Units shall have the right to cast one vote for each share of Common
Stock into which each Series A Preferred Partnership Units is convertible.

                           (3) The voting provisions contained in paragraphs (1)
and (2) above will not apply if, at or prior to the time when the act with
respect to which such vote or consent would otherwise be required shall be
effected, all outstanding Series A Preferred Partnership Units shall have been
redeemed or called for redemption and sufficient funds shall have been deposited
in trust to effect such redemption.

                           (4) On each matter submitted to a vote of the holders
of Series A Preferred Partnership Units in accordance with this paragraph (f),
or as otherwise required by law, each Series A Preferred Partnership Unit shall
be entitled to 222.22 votes. With respect to each Series A Preferred Partnership
Unit, the holder thereof may designate a proxy, with each such proxy having the
right to vote on behalf of the holder.

                  (g) CONVERSION. (1) Prior to approval by the stockholders of
the Corporation, the Series A Preferred Partnership Units are not convertible
into or exchangeable for any other property or securities of the Partnership or
Corporation. After approval by the stockholders of the Corporation, the holders
of Series A Preferred Partnership Units shall have the right at any time and
from time to time in whole or in part upon at least 30 days prior written notice
to the Corporation, to convert the Series A Preferred Partnership Units into
Common Stock of the Corporation at a conversion price of $4.0909 per share, with
the number of shares of Common Stock issuable upon conversion of each Series A
Preferred Partnership Unit equal to $909.09 divided by $4.0909 or 222.22 shares.

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                  (2) If the Corporation shall subdivide the outstanding shares
of Common Stock, or combine the outstanding shares of Common Stock into a
greater number of shares of Common Stock, or combine the outstanding shares of
Common Stock into a lesser number of shares, or issue by reclassification of its
shares of Common Stock any shares of the Corporation, the applicable conversion
price in effect immediately prior thereto shall be adjusted so that the holders
of Series A Preferred Partnership Units thereafter surrendered for conversion
shall be entitled to receive the number of shares of Common Stock which such
holder would have owned or been entitled to receive after the happening of any
of the events described above if such Series A Preferred Partnership Units had
been converted immediately prior to the happening of such event on the day upon
which such subdivision, combination or reclassification, as the case may be,
becomes effective. In case of the redemption of Series A Preferred Partnership
Units, the right of conversion shall terminate as to the shares to be redeemed
at the close of business two days preceding the date fixed for redemption. When
Series A Preferred Partnership Units are converted, all distributions accrued
and unpaid shall be cancelled and not paid.

         (h) TRANSFER RESTRICTIONS.

                  The Series A Preferred Partnership Units shall be subject to
all the provisions of the Partnership Agreement, including all restrictions on
transfers of Partnership Units.

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