LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                              CEDAR-CAMP HILL, LLC





This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of CEDAR-CAMP HILL,

LLC (the "Company") is made and entered into to be effective for all purposes as

of November 1, 2002 by Cedar Income Fund Partnership, L.P. ("Cedar

Partnership"), as the sole equity member and such other persons as may from time

to time be admitted as members of the Company in accordance with the terms of

this Agreement and the Delaware Act (as that term is hereinafter defined). As

used in this Agreement, the term "Member" (whether one or more) shall mean Cedar

Partnership and any other persons or entities admitted as a member of the

Company in accordance with this Agreement and the Delaware Act (so long as they

are members of the Company), each in their capacity as a member of the Company.



                                R E C I T A L S:



         WHEREAS, the Company was formed as a limited liability company pursuant

to the Delaware Limited Liability Company Act, 6 Del. C. ss.ss. 18-101, et seq.

(as amended from time to time, the "Delaware Act"), by the filing of a

Certificate of Formation for the Company with the Secretary of State of

Delaware;



         NOW, THEREFORE, the undersigned hereby adopts the following as its

"limited liability company agreement" (as that term is used in the Delaware

Act):



         1. Formation. The Certificate of Formation, the formation of the

Company as a limited liability company under the Delaware Act, and all actions

taken by Brenda J. Walker, as the authorized person within the meaning of the

Delaware Act, who executed and filed the Certificate of Formation, are hereby

adopted and ratified. The affairs of the Company and the conduct of its business

shall be governed by the terms and subject to the conditions set forth in this

Agreement, as amended from time to time. The Member is hereby authorized and

directed to file any necessary amendments to the Certificate of Formation of the

Company in the office of the Secretary of State of the State of Delaware and

such other documents as may be required or appropriate under the Delaware Act or

the laws of any other jurisdiction in which the Company may conduct business or

own property.



         2. Name and Principal Place of Business. The name of the Company is

Cedar-Camp Hill, LLC. The Member may change the name of the Company or adopt

such trade or fictitious names for use by the Company as the Member may from

time to time determine. All business of the Company shall be conducted under

such names and title to all assets or property owned by the Company shall be

held in such names. The principal place of business and office of the Company

shall be c/o Cedar Bay Realty Advisors, Inc., 44 South Bayles Avenue, Suite 304,

Port Washington, New York 11050, or at such other place or places as the Member

may from time to time designate.









{PAGE}



         3. Registered Agent and Registered Office. The name of the Company's

registered agent for service of process shall be The Corporation Trust Company,

and the address of the Company's registered agent and the address of the

Company's registered office in the State of Delaware shall be 1209 Orange

Street, Wilmington, Delaware 19801. The registered agent and the registered

office of the company may be changed from time to time by the Member.



         4. Term. The term of the Company shall be deemed to have commenced on

the filing of the Certificate of Formation in the office of Secretary of State

of the State of Delaware and shall continue until December 31, 2050, unless

sooner terminated or further extended pursuant to the provisions of this

Agreement by the Member. The existence of the Company as a separate legal entity

shall continue until cancellation of the Certificate of Formation as provided in

the Delaware Act.



         5. Purpose. The purpose and business of the Company shall be to acquire

and own, operate, develop, re-develop, finance, re-finance, lease, manage, sell

and otherwise deal with the property known as the Camp Hill Mall, Camp Hill,

Pennsylvania (the "Property"), and (ii) engage in any activity and take any

action which limited liability companies may take that is incidental, necessary

or appropriate to accomplish the foregoing.



         6. Members.



            (a) Cedar Partnership, whose address is set forth opposite its name

in the signature page of this Agreement, is the sole member of the Company and

shall be shown as such on the books and records of the company. Cedar

Partnership was admitted to the Company as a Member upon its execution of a

counterpart signature page to this Agreement. Except as expressly permitted by

this Agreement, no other person shall be admitted as a member of the Company,

and no additional interest in the Company shall be issued, without the approval

of the Member.



            (b) Notwithstanding any other provision of this Agreement, the

Bankruptcy of the Member shall not cause the Member to cease to be a member of

the Company and upon the occurrence of such an event, the business of the

Company shall continue without dissolution. For purposes of this Section 6,

Bankruptcy means, with respect to any person or entity, if such person or entity

(i) makes an assignment for the benefit of creditors, (ii) files a voluntary

petition in bankruptcy, (iii) is adjudged bankrupt or insolvent, or has entered

against it an order for relief, in any bankruptcy or insolvency proceedings,

(iv) files a petition or answer seeking for itself any reorganization,

arrangement, composition, readjustment, liquidation or similar relief under any

statute, law or regulation, (v) files an answer or other pleading admitting or

failing to contest the material allegations of a petition filed against it in

any proceeding of this nature, (vi) seeks, consents to or acquiesces in the

appointment of a trustee, receiver or liquidator of the person or entity or of

all or any substantial part of its properties, or (vii) if 120 days after the

commencement of any proceeding against the person or entity seeking

reorganization, arrangement, composition, readjustment, liquidation or similar

relief under any statute, law or regulation, if the proceeding has not been

dismissed, or if within 90 days after the appointment without such person's or

entity's consent or acquiescence of a trustee, receiver or liquidator of such

person or entity or of all or any substantial part of its properties, the

appointment is not vacated or stayed, or within 90 days after the expiration of

any such stay, the appointment is not vacated. The foregoing definition of

"Bankruptcy" is intended to replace and shall supersede and replace the

definition of "Bankruptcy" set forth in Sections 18-101(1) and 18-304 of the

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