CEDAR INCOME FUND LTD /MD/
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10-6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<PAGE>



                       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
Delaware Act.






                                        2
<PAGE>

         7. Management. In accordance with Section 18-402 of the Delaware Act,
management of the Company shall be vested in the Member. The Member shall have
the power to do any and all acts necessary, convenient or incidental to or for
the furtherance of the purposes described herein, including all powers,
statutory or otherwise, possessed by members of a limited liability company
under the laws of the State of Delaware. The Member has the authority to bind
the Company. Notwithstanding anything to the contrary contained herein, the
provisions of this Section 7 are subject to the provisions contained in Section
20 hereof.

         8. Officers. The Member may, from time to time as it deems advisable,
appoint officers of the Company (the "Officers") and assign in writing titles
(including, without limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides otherwise, if the title
is one commonly used for officers of a business corporation formed under the
General Corporation Law of the State of Delaware, the assignment of such title
shall constitute the delegation to such person of the authorities and duties
that are normally associated with that office. Any delegation pursuant to this
Section 8 may be revoked at any time by the Member. In accordance with the
foregoing, the Member hereby appoints Leo S. Ullman as President, Brenda J.
Walker as Vice President and Stuart H. Widowski as Secretary.

         9. Initial Capital Contribution. The Member has contributed to the
Company an initial contribution to the capital of the Company.

         10. Additional Capital Contributions. The Member is not required to
contribute any additional capital to the Company other than the initial
contributions heretofore made. The Member will not have any obligation to
restore any negative or deficit balance in its capital account, including any
negative or deficit balance in its capital account upon liquidation and
dissolution of the Company. Any additional funds required by the Company to meet
its cash requirements shall, to the extent possible, be provided by Company
borrowings from third parties, upon such terms and conditions as determined
appropriate by the approval of the Member; provided, however, that in lieu of
causing the Company to borrow from third parties, the Member may from time to
time make additional capital contributions to the Company.

         11. Tax Matters. The undersigned intend for the Company to be treated
as a partnership for federal income tax purposes if the Company has two or more
members, and otherwise as an entity that is disregarded as an entity separate
from its owner for federal income tax purposes pursuant to Treasury Regulation
Section 301.7701-3.






                                        3
<PAGE>

         12. Distributions. The Company shall, as soon as reasonably practical,
make monthly distributions and biannual adjusting distributions of the Company's
net cash flow available for distribution, including distributions of net cash
flow from operations, net proceeds of any interim capital transaction and net
proceeds available upon dissolution and winding up of the Company (such net cash
flow, net proceeds from interim capital transactions and net proceeds upon
dissolution and winding up of the Company being herein sometimes referred to as
the "Distributable Cash") (in each case after establishment of appropriate and
reasonable reserves) to the Member. Notwithstanding any provision to the
contrary contained in this Agreement, the Company, or any member on behalf of
the Company, shall not be required to make a distribution to the Member on
account of its interest in the Company if such distribution would violate the
Delaware Act or any other applicable law.

         13. Dissolution and Termination.

             (a) The Company shall be dissolved and its business wound up upon
the earliest to occur of any of the following events:

                 (i) The expiration of the term of the Company;

                 (ii) The sale of all or substantially all of the Company's
             assets.

                 (iii) The termination of the legal existence of the last
             remaining member of the Company or the occurrence of any other
             event which terminates the continued membership of the last
             remaining member of the Company in the Company unless the business
             of the Company is continued in a manner permitted by this Agreement
             or the Delaware Act; or

                 (iv) The entry of a decree of judicial dissolution under
             Section 18-802 of the Delaware Act.

             Upon the occurrence of any event that causes the last remaining
member of the Company to cease to be a member of the Company, to the fullest
extent permitted by law, the personal representative of such member is hereby
authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such member in the Company, agree in
writing (i) to continue the Company and (ii) to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute
member of the Company, effective as of the occurrence of the event that
terminated the continued membership of the last remaining member of the Company
in the Company.

             (b) The Company shall not dissolve, liquidate or terminate upon the
death, Bankruptcy, insolvency, dissolution, liquidation, termination,
resignation, or removal of the Member.






                                        4
<PAGE>

             (c) Upon dissolution, the Company's business shall be liquidated in
an orderly manner. The Member shall act as the liquidating trustee to wind up
the business of the Company pursuant to this Agreement. If there shall be no
remaining Member, the successor-in-interest of the Member may approve one or
more liquidating trustees to act as the liquidator in carrying out such
liquidation. In performing its duties, the liquidator is authorized to sell,
distribute, exchange or otherwise dispose of the assets of the Company in
accordance with the Delaware Act and in any reasonable manner that the
liquidator shall determine to be in the best interest of the Member or its
successors-in-interest.

             (d) In the event it becomes necessary in connection with the
liquidation of the Company to make a distribution of property in kind, such
property shall be transferred and conveyed to the Member.

             (e) The Company shall terminate when (i) all of the assets of the
Company, after payment of or due provision for all debts, liabilities and
obligations of the Company, shall have been distributed to the Member in the
manner provided for in this Agreement and (ii) the Certificate of Formation of
the Company shall have been canceled in the manner required by the Delaware Act.

         14. Indemnification. The Member shall not be liable to the Company for
monetary damages for any losses, claims, damages or liabilities arising from any
act or omission performed or omitted by it arising out of or in connection with
this Agreement or the Company's business or affairs, except for any such loss,
claim, damage or liability primarily attributable to the Member's fraud, gross
negligence or willful misconduct. The Company shall, to the fullest extent
permitted by applicable law, indemnify, defend and hold harmless the Member
against any losses, claims damages or liabilities to which the Member may become
subject in connection with any matter arising out of or in connection with this
Agreement or the Company's business or affairs, except for any such loss, claim,
damage or liability primarily attributable to the Member's fraud, gross
negligence or willful misconduct. If the Member becomes involved in any capacity
in any action, proceeding or investigation in connection with any matter arising
out of or in connection with this Agreement or the Company's business or
affairs, the Company shall reimburse the Member for its reasonable legal fees
and other reasonable out-of-pocket expenses (including the cost of any
investigation and preparation) as they are incurred in connection therewith,
provided that the Member shall promptly repay to the Company the amount of any
such reimbursed expenses paid to it if it shall ultimately be determined that
the Member was not entitled to be indemnified by the Company in connection with
such action, proceeding or investigation. If for any reason (other than the
fraud, gross negligence or willful misconduct of the Member) the foregoing
indemnification is unavailable to the Member, or insufficient to hold it
harmless, then the Company shall contribute to the amount paid or payable by the
Member as a result of such loss, claim, damage, liability or expense in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Member on the other hand or, if such allocation
is not permitted by applicable law, to reflect not only the relative benefits
referred to above but also any other relevant equitable considerations. The
provisions of this Paragraph 14 shall survive for a period of four (4) years
from the date of dissolution of the Company, provided that if at the end of such
period there are any actions, proceedings or investigations then pending, the
Member may so notify the Company (which notice shall include a brief description
of each such action, proceeding or investigation and the liabilities asserted
therein) and the provisions of this Paragraph 14 shall survive with respect to
each such action, proceeding or investigation set forth in such notice (or any
related action, proceeding or investigation based upon the same or similar
claim) until such date that such action, proceeding or investigation is finally
resolved, and the obligations of the Company under this 14 shall be satisfied
solely out of Company assets. Notwithstanding anything to the contrary contained
in this Agreement, the obligations of the Company or the Member under this
Paragraph 14 shall (i) be in addition to any liability which the Company or the
Member may otherwise have and (ii) inure to the benefit of the Member, its
affiliates and their respective members, directors, officers, employees, agents
and affiliates and any successors, assigns, heirs and personal representatives
of such persons.





                                        5
<PAGE>

         15. Liability of the Member. Except as otherwise expressly provided in
the Delaware Act, the debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the Company, and the Member shall not be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being the member. Except as otherwise expressly provided in the Delaware Act,
the liability of the Member shall be limited to the amount of capital
contributions, if any, required to be made by the Member in accordance with the
provisions of this Agreement, but only when and to the extent the same shall
become due pursuant to the provisions of this Agreement.

         16. Waiver of Partition and Nature of Interest in the Company. To the
fullest extent permitted by law, the Member hereby irrevocably waives any right
or power that the Member might have to cause the Company or any of its assets to
be partitioned, to cause the appointment of a receiver for all or any portion of
the assets of the Company, to compel any sale of all or any portion of the
assets of the Company pursuant to any applicable law, or to file a complaint or
to institute any proceeding at law or in equity to cause the termination,
dissolution and liquidation of the Company. The Member shall not have any
interest in any specific assets of the Company.

         17. Books, Records, Accounting and Reports. The Company shall maintain,
or cause to be maintained, in a manner customary and consistent with good
accounting principles, practices and procedures, a comprehensive system of
office records, books and accounts (which records, books and accounts shall be
and remain the property of the Company) in which shall be entered fully and
accurately each and every financial transaction with respect to the ownership
and operation of the property of the Company. Such books and records of account
shall be prepared and maintained at the principal place of business of the
Company or such other place or places as may from time to time be determined by
the Member. The Member or its duly authorized representative shall have the
right to inspect, examine and copy such books and records of account at the
Company's office during reasonable business hours. A reasonable charge for
copying books and records may be charged by the Company. The books of the
Company shall be adjusted quarterly to the accrual basis in accordance with
generally accepted accounting practices and principles. The Company shall report
its operations for tax purposes on the accrual method. The fiscal year of the
Company shall end on December 31 of each year, unless a different fiscal year is
acceptable by the Code.





                                        6
<PAGE>


         18. The Company Accountant. The Company shall retain as the regular
accountant and auditor for the Company (the "Company Accountant") a
nationally-recognized accounting firm designated by the Member. The fees and
expenses of the Company Accountant shall be a Company expense.

         19. Miscellaneous.

             (a) Further Assurances. The Member agrees to execute, acknowledge,
deliver, file, record and publish such further instruments and documents, and do
all such other acts and things as may be required by law, or as may be required
to carry out the intent and purposes of this Agreement.

             (b) Successors and Assigns. This Agreement shall be binding upon
the Member and its respective executors, administrators, legal representatives,
heirs, successors and assigns.

             (c) Severability. In case any one or more of the provisions
contained in this Agreement or any application thereof shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and any other application thereof
shall not in any way be affected or impaired thereby.

             (d) Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware (without regard to conflict of
laws principles), all rights and remedies being governed by said laws.

         20. SPE Requirements.

             (a) The Company shall:

                 (i) Maintain books and records separate from any other person
                 or entity;

                 (ii) Maintain its bank accounts separate from any other person
                 or entity;

                 (iii) Not commingle assets with those of any other entity and
                 shall hold all of its assets in its own name;

                 (iv) Conduct its own business in its own name;

                 (v) Pay its own liabilities out of its own funds;

                 (vi) Maintain an arm's length relationship with its affiliates;






                                        7
<PAGE>


                 (vii) Pay the salaries of its own employees and maintain a
                 sufficient number of employees in light of its contemplated
                 business operations;

                 (viii) Not guarantee or become obligated for the debts of any
                 other entity or hold out its credit as being available to
                 satisfy the obligations of others;

                 (ix) Not acquire obligations or securities of its Member;

                 (x) Use separate stationery, invoices and checks;

                 (xi) Hold itself out as a separate entity;

                 (xii) Correct any known misunderstanding regarding its separate
                 identity;

                 (xiii) Maintain adequate capital in light of its contemplated
                 business operations;

                 (xiiiv) Not identify itself as a division of any other person
                 or entity;

                 (xiv) Not hold, form or acquire any subsidiaries;

                 (xvi) Observe all limited liability company formalities; and

                 (xvii) File its tax returns separate from any other entity.

         21. Non-Compliance. Failure of the Company, or the Member on behalf of
the Company, to comply with any of the foregoing covenants or any other
covenants contained in this Agreement shall not affect the status of the Company
as a separate legal entity or the limited liability of the Member.









                                        8
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth in the introductory paragraph hereof.


Address                                      Member

c/o Cedar Bay Realty Advisors, Inc.          Cedar Income Fund Partnership, L.P.
44 South Bayles Avenue, Suite 304            By: Cedar Income Fund, Ltd.,
Port Washington, New York 11050                  general partner

                                                   By: _________________________
                                                       Leo S. Ullman, President








                                        9





</TEXT>
</DOCUMENT>
