LIMITED PARTNERSHIP AGREEMENT OF

                          lOYAL PLAZA ASSOCIATES, L.P.



         This Limited Partnership Agreement (this "Agreement") is entered into

as of June 28, 2002, between CIF-LOYAL PLAZA ASSOCIATES, L.P., a Delaware

limited partnership (the "Developer Partner"), and Kimco Preferred Investor IV

Trust, a Pennsylvania business trust (the "Preferred Partner").



                                    ARTICLE 1



                                   DEFINITIONS



         Section 1.1. Definitions. As used in this Agreement, the following

terms shall have the following meanings:



                  "Act" means the Delaware Revised Uniform Limited Partnership

Act, as it may be amended from time to time.



                  "Additional Capital Contribution" has the meaning assigned to

such term in Section 6.2.



                  "Additional Capital Contribution Balance" means, for each

Partner, the cumulative Additional Capital Contributions of that Partner less

the cumulative distributions to that Partner in return thereof pursuant to

Section 8.2(d).



                  "Additional Capital Contribution Preferred Return Balance"

means, for each Partner, the cumulative accrued Preferred Return of that Partner

on its Additional Capital Contribution Balance less all amounts distributed by

the Partnership to that Partner in payment thereof pursuant to Sections 8.1(b)

and 8.2(c).



                  "Adjusted Capital Account Deficit" means, with respect to any

Partner for any taxable year or other period, the deficit balance, if any, in

such Partner's Capital Account as of the end of such year or other period, after

giving effect to the following adjustments:



                  (a) Credit to such Capital Account any amounts that such

Partner is obligated to restore or is deemed obligated to restore as described

in the penultimate sentence of Regulation Section 1.704-2(g)(1) and in

Regulation Section 1.704-2(i)(5); and



                  (b) Debit to such Capital Account the items described in

Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).



                  "Affiliate" means, with respect to a Person, another Person,

directly or indirectly, through one or more intermediaries, controlling,

controlled by, or under common control with the Person in question. The term

"control" as used in the preceding sentence means, with respect to a Person that



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is a corporation, the right to exercise, directly or indirectly, more than 5% of

the voting rights attributable to the shares of the controlled corporation, and,

with respect to a Person that is not a corporation, the possession, directly or

indirectly, of the power to direct or cause the direction of the management or

policies of the controlled Person.



                  "Approved Loans" shall mean loans made to the Partnership

which are approved in writing by the Preferred Partner. The Mortgage Loan shall

be an Approved Loan.



                  "Bankruptcy" means, with respect to a Person, the occurrence

of (1) an assignment by the Person for the benefit of creditors; (2) the filing

by the Person of a voluntary petition in bankruptcy; (3) the entry of a judgment

by any court that the Person is bankrupt or insolvent, or the entry against the

Person of an order for relief in any bankruptcy or insolvency proceeding; (4)

the filing of a petition or answer by the Person seeking for itself any

reorganization, arrangement, composition, readjustment, liquidation, dissolution

or similar relief under any statute, law or regulation; (5) the filing by the

Person of an answer or other pleading admitting or failing to contest the

material allegations of a petition filed against it in any proceeding for

reorganization or of a similar nature; (6) the consent or acquiescence of the

Person to the appointment of a trustee, receiver or liquidator of the Person or

of all or any substantial part of its properties; or (7) any other event which

would cause the Person to cease to be a Partner of a limited liability

Partnership under Section 18-304 of the Act.



                  "Business Day" means any day other than Saturday, Sunday, or

other day on which commercial banks in New York are authorized or required to

close under the laws of the State of New York.



                  "Capital Account" shall have the meaning set forth in

Section 9.1.



                  "Capital Contribution" means, with respect to each Partner,

the amount of (a) cash and the initial Gross Asset Value of any property (net of

liabilities assumed by the Partnership resulting from such contribution and

liabilities to which the property is subject) contributed to the Partnership by

that Partner plus (b) with the Preferred Partner's written consent, the amount

of such Partner's payments made to creditors of the Property LLC after the date

hereof with respect to Property LLC obligations (until such amount is reimbursed

to such Partner).



                  "Capital Proceeds" means funds of the Partnership arising from

a Capital Transaction, less (a) the actual costs incurred by the Partnership

with third parties in consummating the Capital Transaction, (b) the amount of

any Approved Loan repaid from such funds, and (c) reserves approved by the

Partners in amounts reasonably estimated to be required to pay Partnership or

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