THIRD
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                     OF VININGS INVESTMENT PROPERTIES TRUST


     THE SECOND AMENDED AND RESTATED  DECLARATION OF TRUST of VININGS INVESTMENT
PROPERTIES TRUST (formerly known as Mellon Participating  Mortgage Trust, Series
85/10)  dated as of the 6th day of February,  1985,  and  previously  amended on
March 13, 1996 and June 25, 1996, is hereby amended and restated, effective July
1, 1999 by the undersigned Trustees,  who constitute all the Trustees of Vinings
Investment  Properties  Trust,  to  make  the  amendments  as set  forth  in the
following Third Amended and Restated Declaration of Trust:


                       ARTICLE I - THE TRUST; DEFINITIONS
                       ==================================

     1.1 NAME. The Trust created by this Declaration of Trust is herein referred
to as the "Trust" and shall be known by the name "Vinings Investment  Properties
Trust." So far as may be practicable,  legal and convenient,  the affairs of the
Trust shall be conducted and  transacted  under that name,  which name shall not
refer to the Trustees  individually  or  personally or to the  beneficiaries  or
Shareholders of the Trust, or to any officers, employees or agents of the Trust.

     Under  circumstances  in which the Trustees  determine  that the use of the
name  "Vinings  Investment  Properties  Trust"  is  not  practicable,  legal  or
convenient,  they may as appropriate  use and adopt another name under which the
Trust may hold property or operate in any  jurisdiction.  Legal title to all the
properties  subject  from  time to time to this  Declaration  of Trust  shall be
transferred  to,  vested and held by the Trustees as joint tenants with right of
survivorship  as Trustees of this Trust;  provided that the Trustees  shall have
the power to cause legal title to any property of the Trust to be held by and/or
in the name of one or more of the Trustees,  or any other Person as nominee,  on
such terms, in such manner,  and with such powers as the Trustees may determine;
and  further  provided  that the  Trustees  shall  have the  power to cause  any
property  of the Trust to be held in the  custody  of (i) any bank and that such
bank may hold the property of the Trust in the name of any nominee,  partnership
or  nontaxable  corporation,  and (ii) any  depository  system  for the  central
handling of Securities.

     1.2 PLACE OF  BUSINESS.  The Trust  shall  maintain  an  office,  and shall
designate a resident  agent for the  service of process  (whose name and address
shall be reported  from time to time to the  Secretary  of the  Commonwealth  of
Massachusetts),  in Atlanta,  Georgia.  The Trust may have such other offices or
places of business within or without the  Commonwealth of  Massachusetts  as the
Trustees may from time to time determine.
<PAGE>
     1.3 NATURE OF TRUST.  The Trust is a trust or voluntary  association of the
type  referred  to in  Section  1 of  Chapter  182 of the  General  Laws  of the
Commonwealth  of  Massachusetts  and commonly known as a business  trust.  It is
intended  that the Trust elect to carry on business as a real estate  investment
trust as described in the REIT  Provisions of the Internal  Revenue Code as long
as it is deemed by the Trustees to be in the best  interest of the  Shareholders
to make such  election.  The Trust is not intended to be, shall not be deemed to
be, and shall not be treated  as, a general  partnership,  limited  partnership,
joint venture,  corporation,  or joint stock company or association (but nothing
herein shall preclude the Trust from being taxable as an  association  under the
REIT  Provisions  of the  Internal  Revenue  Code)  nor shall  the  Trustees  or
Shareholders or any of them for any purpose be deemed to be or be treated in any
way  whatsoever  to be,  liable or  responsible  hereunder  as partners or joint
venturers or as agents of one another.  The  relationship of the Shareholders to
the Trustees shall be solely that of beneficiaries of the Trust and their rights
shall be limited to those conferred upon them by this Declaration.

     1.4 PURPOSE OF THE TRUST.  The purpose of the Trust is to  purchase,  hold,
lease, manage,  sell, exchange,  develop,  subdivide,  joint venture,  mortgage,
finance and improve real  property and  interests  in real  property,  including
notes,  bonds and other  obligations  secured by  mortgages or deeds of trust on
real property,  and in general to carry on any other acts in connection  with or
arising  out of the  foregoing  and to have and  exercise  all  powers  that are
available to voluntary associations formed under the laws of the Commonwealth of
Massachusetts  and to do any or all of the  things  herein set forth to the same
extent as natural persons might or could do.

     1.5  DEFINITIONS.  The terms  defined in this Section 1.5 whenever  used in
this  Declaration  shall,  unless  the  context  otherwise  requires,  have  the
respective  meanings  hereinafter   specified  in  this  Section  1.5.  In  this
Declaration,  words in the singular  number include the plural and in the plural
number include the singular.

          1.5.1  AFFILIATED  PERSON.  An  "Affiliated  Person" of another Person
     shall mean any Person who owns beneficially,  directly or indirectly, 1% or
     more of the outstanding  capital stock,  shares or equity interests of such
     other Person or of any other Person which controls,  is controlled by or is
     under common control with such other Person or who is an officer, director,
     employee, partner or trustee (excluding Unaffiliated Trustees not otherwise
     affiliated  with the  entity) of such Person or of any other  Person  which
     controls, is controlled by or is under common control with such Person.

          1.5.2 ANNUAL MEETING OF SHAREHOLDERS. "Annual Meeting of Shareholders"
     shall mean the meeting referred to in the first sentence of Section 6.7.

          1.5.3 ANNUAL REPORT. "Annual Report" shall mean the Report referred to
     in Section 6.9.
<PAGE>
          1.5.4 BY-LAWS. "By-Laws" shall mean the By-Laws referred to in Section
     4.3.

          1.5.5  DECLARATION.  "Declaration"  shall mean this Third  Amended and
     Restated  Declaration of Trust of Vinings  Investment  Properties Trust and
     all amendments or modifications hereof.

          1.5.6 FIRST  MORTGAGE.  "First  Mortgage"  shall mean a Mortgage which
     takes priority or precedence  over all other charges or liens upon the same
     Real Property,  other than a lessee's interest  therein,  and which must be
     satisfied  before such other  charges are  entitled to  participate  in the
     proceeds of any sale. Such Mortgage may be upon a lessee's interest in Real
     Property.  Such priority shall not be deemed  abrogated by liens for taxes,
     assessments  which are not  delinquent or remain payable  without  penalty,
     contracts  (other than  contracts  for  repayment  of  borrowed  moneys) or
     leases, mechanics' and materialmen's liens for work performed and materials
     furnished  which are not in default or are in good faith  being  contested,
     and other claims normally deemed in the local  jurisdiction not to abrogate
     the priority of a First Mortgage.

          1.5.7 LAND PURCHASE-LEASEBACK.  "Land Purchase-Leaseback" shall mean a
     transaction involving the purchase of the land on which improvements are or
     are to be constructed,  and the lease, generally to the seller, of the land
     pursuant to a land or ground lease.

          1.5.8  Limit.  "Limit"  shall mean the number of Shares  described  in
     Section 6.12.3.

          1.5.9 MORTGAGE.  "Mortgage"  shall mean the security  interest in Real
     Property granted to secure a Mortgage Loan.

          1.5.10 MORTGAGE LOAN. "Mortgage Loan" shall mean a note, bond or other
     evidence of indebtedness or obligation  which is secured or  collateralized
     by an interest in Real Property.

          1.5.11  PERSON.  "Person"  shall  include  individuals,  corporations,
     limited partnerships,  general  partnerships,  limited liability companies,
     joint  stock  companies  or  associations,  joint  ventures,  associations,
     consortia,  companies,  trusts, banks, trust companies, land trusts, common
     law trusts, business trusts, or other entities and governments and agencies
     and political subdivisions thereof.

          1.5.12 REAL ESTATE INVESTMENT. "Real Estate Investment" shall mean any
     direct or indirect  investment in any interest in Real Property  (including
     Land Purchase-  Leaseback  transactions) or in any Mortgage Loan, or in any
     entity,  partnership or venture whose principal purpose is to make any such
     investment or investments.
<PAGE>
          1.5.13 REAL ESTATE  INVESTMENT  TRUST.  "Real Estate Investment Trust"
     and "REIT" shall mean a real estate investment trust as defined in the REIT
     Provisions  of the Internal  Revenue Code, at such time as it is the policy
     of the Trust (or, if applicable to a Person other than this Trust,  then of
     such other  Person) to obtain the  favorable  federal  income tax  benefits
     available to a qualified real estate investment trust.

          1.5.14 REAL  PROPERTY.  "Real  Property"  shall mean and include land,
     rights  and  interests  in land,  leasehold  interests  (including  but not
     limited to interests  of a lessor or lessee  therein),  and any  buildings,
     structures,  improvements,  fixtures  and  equipment  located  on  or to be
     located  on or  used  or to be  used in  connection  with  land,  leasehold
     interests  and rights in land or  interests  in land,  but does not include
     Mortgages, Mortgage Loans, or interests therein.

          1.5.15 REIT PROVISIONS OF THE INTERNAL  REVENUE CODE. "REIT Provisions
     of the Internal  Revenue  Code" shall mean  Sections 856 through 860 of the
     Internal  Revenue  Code of 1986,  as amended,  and any  successor  or other
     provisions of the Code relating to real estate investment trusts (including
     provisions  as to the  attribution  of  ownership of  beneficial  interests
     therein) and the regulations promulgated thereunder.

          1.5.16 SECURITIES.  "Securities" shall mean any stock, shares,  voting
     trust  certificates,   bonds,  debentures,  notes  or  other  evidences  of
     indebtedness or ownership or in general any  instruments  commonly known as
     "securities" or any certificates of interest,  shares or  participations in
     temporary or interim  certificates  for,  receipts for,  guarantees  of, or
     warrants, options or rights to subscribe, to purchase or acquire any of the
     foregoing.

          1.5.17 SHARES.  "Shares" shall mean the shares of beneficial  interest
     in the Trust as described in Section 6.1. "Excess Shares" shall mean Shares
     described as such in Section 6.12.3.

          1.5.18  Shareholders.  "Shareholders"  shall mean as of any particular
     time the holders of record of outstanding Shares at such time.

          1.5.19   TRUST.   "Trust"   shall  mean  the  trust  created  by  this
     Declaration.

          1.5.20  TRUSTEES.  "Trustees"  shall mean, as of any particular  time,
     Trustees holding office under this  Declaration at such time,  whether they
     be the Trustees named herein or additional or successor Trustees, and shall
     not include  the  officers,  representatives  or agents of the Trust or the
     Shareholders;  but nothing  herein shall be deemed to preclude the Trustees
     from also  serving as officers,  representatives  or agents of the Trust or
     owning Shares.
<PAGE>
          1.5.21 TRUST ESTATE.  "Trust  Estate" shall mean as of any  particular
     time  any and all  property,  real,  personal  or  otherwise,  tangible  or
     intangible,  transferred,  conveyed or paid to the Trust or the Trustees in
     their  capacity  as  Trustees,  and all rents,  income,  profits  and gains
     therefrom  which at such time is owned or held by the Trust or the Trustees
     in their capacity as Trustees.

          1.5.22  UNAFFILIATED  TRUSTEE.  "Unaffiliated  Trustee"  shall  mean a
     Trustee  who  (i)  is not an  officer  or  employee  of  the  Trust  or any
     Affiliated  Person of the Trust,  and (ii) who performs no services for the
     Trust or any  Affiliated  Person of the Trust  except in his  capacity as a
     Trustee.  If a member  of a  Trustee's  immediate  family  could  not be an
     Unaffiliated  Trustee, such Trustee shall not be considered an Unaffiliated
     Trustee.

          1.5.23  Valuation.  "Valuation"  shall  mean a  determination,  by the
     Trustees or by a Person having no economic  interest in such Real Property,
     who in the sole judgment of the Trustees is properly qualified to make such
     a determination,  of the market value, as of the date of the valuation,  of
     Real Property in its existing state or in a state to be created.


                         ARTICLE II - INVESTMENT POLICY
                         ==============================

     2.1 GENERAL STATEMENT OF POLICY. It is the general policy of the Trust that
the  Trustees  invest the Trust Estate  principally  in  investments  which will
conserve and protect the Trust's invested capital,  produce cash  distributions,
and offer the potential for capital  appreciation  to be realized upon the sale,
refinancing or other disposition of such investments.  To achieve this objective
the Trustees  intend to invest the assets of the Trust in multifamily  apartment
properties  and other real estate  properties  and  investments  which offer the
potential to achieve such objective.  The  consideration  paid for Real Property
acquired by the Trust shall  ordinarily be based on the fair market value of the
property as determined by a majority of the Trustees.  In cases where a majority
of the  Unaffiliated  Trustees so determine,  such fair market value shall be as
determined  by a qualified  independent  real estate  appraiser  selected by the
Trustees,  including  a majority of the  Unaffiliated  Trustees.  The  Trustees,
including  a majority  of the  Unaffiliated  Trustees,  shall at least  annually
review the investment policies of the Trust to determine that the policies being
followed by the Trust are in the best  interests of the  Shareholders,  and each
such  determination  and the basis therefor shall be set forth in the minutes of
meetings of the Trustees.

     2.2  ADDITIONAL  INVESTMENTS.  To the extent  that the Trust has assets not
otherwise  invested in accordance with Section 2.1, the Trustees may invest such
assets in:

          2.2.1  obligations  of or  guaranteed  or insured by the United States
     Government or any agencies or political subdivisions thereof;

          2.2.2  Obligations  of  or  guaranteed  by  any  state,  territory  or
     possession  of the United  States of America or any  agencies or  political
     subdivisions thereof;
<PAGE>
          2.2.3   Evidences  of  deposits  in,  or   obligations   of,   banking
     institutions,  state and federal savings and loan  associations and savings
     institutions which are members of the Federal Deposit Insurance Corporation
     or of the Federal  Home Loan Bank  System,  or shares in money market funds
     (whether or not insured);

          2.2.4  Shares of other  REITs,  to the  extent  permitted  by the REIT
     Provisions of the Internal Revenue Code; or

          2.2.5 Other  Securities  and  property to the extent not  inconsistent
     with the REIT Provisions of the Internal Revenue Code.


                             ARTICLE III - TRUSTEES
                             ======================

     3.1 NUMBER, TERM OF OFFICE,  QUALIFICATIONS OF TRUSTEES.  There shall be no
fewer  than 3 nor more than 9  Trustees,  at least a  majority  of whom shall be
Unaffiliated  Trustees.  The  Trustees  from time to time may fix the  number of
Trustees within the range established in the Declaration of Trust and may change
the range in the authorized  number of Trustees,  provided that the lower end of
the authorized range shall not be fewer than three. Subject to the provisions of
Section 3.3,  each Trustee shall hold office for a term of one year or until the
election  and  qualification  of  his  successor.  At  each  Annual  Meeting  of
Shareholders,  the Shareholders  shall elect successors to the Trustees,  unless
the number of  Trustees  is then being  reduced.  There  shall be no  cumulative
voting in the election of Trustees.  Trustees may be re-elected without limit as
to the number of times.  A Trustee  shall be an  individual at least 21 years of
age. Unless otherwise  required by law or by action of the Trustees,  no Trustee
shall be required to give bond,  surety or security in any  jurisdiction for the
performance  of any  duties or  obligations  hereunder.  The  Trustees  in their
capacity as Trustees  shall not be required to devote  their  entire time to the
business and affairs of the Trust.

     3.2  COMPENSATION  AND OTHER  REMUNERATION.  The  Trustees  (other than the
Unaffiliated Trustees) shall be entitled to receive such reasonable compensation
for their  services  as Trustees as they may  determine  from time to time.  The
Trustees shall also be entitled to receive, directly or indirectly, remuneration
for services  rendered to the Trust in any other  capacity,  including,  without
limitation,  services  as an  officer  of or  consultant  to the  Trust,  legal,
accounting or other professional  services,  or services as a transfer agent, or
underwriter, or otherwise. The Trustees shall be reimbursed for their reasonable
expenses incurred in connection with their services as Trustees.
<PAGE>
     3.3 RESIGNATION, REMOVAL AND DEATH OF TRUSTEES. A Trustee may resign at any
time by giving written notice to the remaining Trustees at the principal offices
of the Trust.  Such  resignation  shall take  effect on the date such  notice is
given or at any  later  time  specified  in the  notice  without  need for prior
accounting.  A Trustee may be removed at any time with or without  cause by vote
or written consent of holders of a majority of the  outstanding  Shares entitled
to vote  thereon or with cause by all  remaining  Trustees.  For purposes of the
immediately  preceding  sentence  "cause" shall include  physical  and/or mental
inability, due to a condition or illness which is expected to be of permanent or
indefinite  duration,  to  perform  the duties of a  Trustee.  A Trustee  may be
removed at a special meeting of Shareholders. Upon the resignation or removal of
any Trustee,  or his  otherwise  ceasing to be a Trustee,  he shall  execute and
deliver  such  documents  as  the  remaining  Trustees  shall  require  for  the
conveyance  of any  Trust  property  held  in his  name,  shall  account  to the
remaining Trustee or Trustees as they require for all property which he holds as
Trustee and shall  thereupon be  discharged as Trustee.  Upon the  incapacity or
death of any Trustee,  his legal representative shall perform the acts set forth
in the preceding sentence and the discharge  mentioned therein shall run to such
legal  representative  and to the  incapacitated  Trustee  or the  estate of the
deceased Trustee as the case may be.

     3.4  VACANCIES.  If  any  or  all of  the  Trustees  cease  to be  Trustees
hereunder,  whether by reason of  resignations,  removal,  incapacity,  death or
otherwise,  such event shall not terminate  the Trust or affect its  continuity.
Until vacancies are filled, the remaining Trustee or Trustees (even though fewer
than  three)  may  exercise  the  powers of the  Trustees  hereunder.  Vacancies
(including  vacancies  created by increases  in the number of  Trustees)  may be
filled for the unexpired  term by the remaining  Trustee or by a majority of the
remaining  Trustees  (which  majority  shall include a majority of the remaining
Trustees that are Unaffiliated Trustees if the vacant position was formerly held
by an  Unaffiliated  Trustee).  If at any time  there  shall be no  Trustees  in
office,  successor  Trustees shall be elected by the Shareholders as provided in
Section 6.7.

     3.5 SUCCESSOR AND ADDITIONAL  TRUSTEES.  The right,  title, and interest of
the  Trustees  in and to the  Trust  Estate  shall  also vest in  successor  and
additional Trustees upon their qualification,  and they shall thereupon have all
the rights and obligations of Trustees hereunder. Such right, title and interest
shall vest in the  Trustees  whether  or not  conveyancing  documents  have been
executed and delivered pursuant to Section 3.3 or otherwise. Appropriate written
evidence of the election and qualification of successor and additional  Trustees
shall be filed with the records of the Trust and in such other offices or places
as  the  Trustees  may  deem  necessary,  appropriate  or  desirable.  Upon  the
resignation,  removal or death of a Trustee,  he (and in the event of his death,
his estate) shall automatically cease to have any right, title or interest in or
to any of the  Trustee  property,  and the  right,  title and  interest  in such
Trustee in and to the Trust Estate  shall vest  automatically  in the  remaining
Trustees without any further act.
<PAGE>
     3.6 ACTIONS BY TRUSTEES.  The Trustees may act with or without a meeting. A
quorum for all  meetings of the  Trustees  shall be a majority of the  Trustees.
Unless  specifically  provided otherwise in this Declaration,  any action of the
Trustees may be taken at a meeting by vote of a majority of the Trustees present
at such meeting if a quorum is present,  or without a meeting by written consent
of all of the  Trustees.  The decision of the Trust to invest in any Real Estate
Investment  shall  require  the  approval  of a  majority  of  the  Unaffiliated
Trustees.  Any agreement,  deed, Mortgage,  lease or other instrument or writing
executed  by any one or more of the  Trustees  or by any one or more  authorized
Persons  shall be valid and binding  upon the  Trustees  and upon the Trust when
authorized by action of the Trustees or as provided in the By-Laws,  if the same
are adopted.  Trustees and members of any  committee of the Trustees may conduct
meetings by conference telephone or similar communications equipment by means of
which all persons  participating  in the  meeting can hear each other,  and such
participation in a meeting shall constitute presence in person at such meeting.

     An annual meeting of the Trustees shall be held at  substantially  the same
time as the Annual Meeting of Shareholders.  Regular meetings,  if any, shall be
held at such other times as shall be fixed by the  Trustees.  No notice shall be
required of an annual or a regular meeting of Trustees.

     Special  meetings of the  Trustees  shall be called by the  Chairman or the
President upon the request of any two Trustees and may be called by the Chairman
or the  President  on his own motion,  on not less than two days' notice to each
Trustee  if the  meeting  is to be held in  person,  and/or  not less than eight
hours'  notice if the meeting is to be held by  conference  telephone or similar
equipment.  Such notice, which need not state the purpose of the meeting,  shall
be by oral,  telegraphic,  telephonic or written  communication stating the time
and place  therefor.  Notice  of any  special  meeting  need not be given to any
Trustee  entitled  thereto who  submits a written  and signed  waiver of notice,
either  before  or  after  the  meeting,  or who  attends  the  meeting  without
protesting, prior thereto or at its commencement, the lack of notice to him.

     Regular or special  meetings of the  Trustees may be held within or without
the Commonwealth of Massachusetts,  at such places as shall be designated by the
Trustees.  The Trustees may adopt such rules and  regulations  for their conduct
and the  management  of the  affairs of the Trust as they may deem proper and as
are not inconsistent with this Declaration.

     3.7 UNAFFILIATED  TRUSTEES.  In order that a majority of the Trustees shall
be  Unaffiliated  Trustees,  if at any time, by reason of one or more vacancies,
there  shall not be such a  majority,  then  within 120 days after such  vacancy
occurs,  the  continuing  Trustee  or  Trustees  then in office  shall  appoint,
pursuant  to  Section  3.4,  a  sufficient  number  of  other  Persons  who  are
Unaffiliated Trustees, so that there shall be such a majority.

     3.8  COMMITTEES.  The  Trustees  may  appoint  from among  their  number an
executive  committee  and such  other  standing  committees,  including  without
limitation  investment,  audit,  nominating,  and  compensation  committees,  or
special  committees as the Trustees  determine.  Each standing  committee  shall
consist  of three or more  members,  a majority  of whom  shall be  Unaffiliated
Trustees.  Each committee shall have such powers,  duties and obligations as may
be  required  by any  governmental  agency  or other  regulatory  body or as the
Trustees may be deem necessary and appropriate.  Without limiting the generality
of the foregoing,  the executive  committee  shall have the power to conduct the
business  and  affairs  of the Trust  during  periods  between  meetings  of the
Trustees.  The  executive  committee  and other  committees  shall  report their
activities periodically to the Trustees.


                          ARTICLE IV - TRUSTEES' POWERS
                          =============================

     4.1 POWER AND  AUTHORITY OF  TRUSTEES.  The  Trustees,  subject only to the
specific limitations contained in this Declaration,  shall have, without further
or other  authorization,  and free from any power of  control on the part of the
Shareholders, full, absolute and exclusive power, control and authority over the
Trust  Estate and over the  business and affairs of the Trust to the same extent
as if the Trustees  were the sole owners  thereof in their own right,  and to do
all such acts and things as in their sole judgment and  discretion are necessary
or incidental  to, or desirable  for, the carrying out of any of the purposes of
the Trust or conducting  the business or the Trust.  Any  determination  made in
good faith by the Trustees of the purposes of the Trust or the  existence of any
power or authority  hereunder shall be conclusive.  In construing the provisions
of this  Declaration,  presumption  shall be in favor of the grant of powers and
authority to the Trustees.  The  enumeration  of any specific power or authority
herein shall not be construed as limiting the general powers or authority or any
other specified power or authority conferred herein upon the Trustees.

<PAGE>

     4.2  SPECIFIC  POWERS  AND   AUTHORITIES.   Subject  only  to  the  express
limitations  contained  in this  Declaration  and in  addition to any powers and
authorities  conferred  by this  Declaration  or which the  Trustees may have by
virtue of any present or future statute or rule of law, the Trustees without any
action or consent by the Shareholders  shall have and may exercise,  at any time
and from time to time, the following powers and authorities which may or may not
be exercised by them in their sole judgment and discretion,  and in such manner,
and upon such terms and conditions as they may, from time to time, deem proper:

          4.2.1 To retain, invest and reinvest the capital or other funds of the
     Trust and,  for such  consideration  as they deem  proper,  to  purchase or
     otherwise  acquire for cash or other  property  or through the  issuance of
     Shares or other  Securities  of the Trust and hold for  investment  real or
     personal  property of any kind,  tangible or intangible,  in entirety or in
     participation,   all  without  regard  to  whether  any  such  property  is
     authorized  by law for the  investment  of trust funds,  and to possess and
     exercise  all  the  rights,  powers  and  privileges  appertaining  to  the
     ownership of the Trust Estate with respect thereto.

          4.2.2  To sell,  rent,  lease,  hire,  exchange,  release,  partition,
     assign,  mortgage,  pledge,  hypothecate,   grant  security  interests  in,
     encumber,  negotiate,  convey,  transfer or  otherwise  dispose of or grant
     interests  in all or any  portion of the Trust  Estate by deeds,  financing
     statements,   security  agreements  and  other  instruments,  trust  deeds,
     assignments, bills of sale, transfers, leases or Mortgages, for any of such
     purposes.

          4.2.3  To  enter  into  leases,  contracts,   obligations,  and  other
     agreements for a term  extending  beyond the term of office of the Trustees
     and beyond the possible termination of the Trust or for a lesser term.

          4.2.4  To  borrow  money  and  give   negotiable   or   non-negotiable
     instruments therefor; to guarantee, indemnify or act as surety with respect
     to payment or performance  of  obligations of third parties;  to enter into
     other obligations on behalf of the Trust; and to assign, convey,  transfer,
     mortgage,  subordinate,  pledge,  grant security  interests in, encumber or
     hypothecate the Trust Estate to secure any of the foregoing.

          4.2.5 To lend  money,  whether  secured or  unsecured,  to any Person,
     including any Affiliated Person.

          4.2.6 To create reserve funds for any purpose.

          4.2.7  To  incur  and pay  out of the  Trust  Estate  any  charges  or
     expenses,  and disburse any funds of the Trust, which charges,  expenses or
     disbursements are, in the opinion of the Trustees,  necessary or incidental
     to or desirable for the carrying out of any of the purposes of the Trust or
     conducting the business of the Trust, including,  without limitation, taxes
     and other governmental levies, charges and assessments, of whatever kind or
     nature,  imposed upon or against the Trustees in connection  with the Trust
     or the  Trust  Estate  or upon or  against  the  Trust  Estate  or any part
     thereof, and for any of the purposes herein.

          4.2.8 To deposit funds of the Trust in or with banks, trust companies,
     savings  and  loan  associations,  money  market  organizations  and  other
     depositories or issuers of  depository-type  accounts,  whether or not such
     deposits  will draw  interest  or be  insured,  the same to be  subject  to
     withdrawal  or  redemption  on such  terms and in such  manner  and by such
     Person or Persons (including any one or more Trustees,  officers, agents or
     representatives) as the Trustees may determine.

          4.2.9 To enter into  hedging  transactions  to minimize  the effect of
     interest rate  fluctuations on investments  made pursuant to Section 2.2 of
     this Declaration.

          4.2.10 To possess and exercise all the rights,  powers and  privileges
     appertaining to the ownership of all or any Mortgages or Securities  issued
     or created  by, or  interests  in, any  Person,  forming  part of the Trust
     Estate,  to the same extent that an individual  might and, without limiting
     the  generality  of the  foregoing,  to vote or give  consent,  request  or
     notice,  or waive  any  notice,  either  in  person or by proxy or power of
     attorney,  with or without power of  substitution,  to one or more Persons,
     which  proxies  and  powers  of  attorney  may be for  meetings  or  action
     generally  or for any  particular  meeting or action,  and may  include the
     exercise of discretionary powers.
<PAGE>
          4.2.11 To cause to be  organized  or assist in  organizing  any Person
     under the laws of any  jurisdiction to acquire the Trust Estate or any part
     or parts  thereof  or to carry on any  business  in which the  Trust  shall
     directly or indirectly have any interest,  and to sell, rent, lease,  hire,
     convey,  negotiate,  assign,  exchange or transfer  the Trust Estate or any
     part of parts  thereof  to or with  any such  Person  in  exchange  for the
     Securities  thereof or otherwise,  and to lend money to,  subscribe for the
     Securities of, and enter into any contracts  with, any such Person in which
     the Trust holds or is about to acquire Securities or any other interest.

          4.2.12 To enter into joint ventures,  general or limited  partnerships
     and any other lawful combinations or associations.

          4.2.13 To elect or appoint  officers of the Trust (which shall include
     a Chairman,  who will be a Trustee,  and a  President,  a  Treasurer  and a
     Secretary,  and which may  include  one or more Vice  Presidents  and other
     officers  as the  trustees  may  determine,  and  none of whom  needs  be a
     Trustee),  who  may be  removed  or  discharged  at the  discretion  of the
     Trustees,  such officers to have such powers and duties,  and to serve such
     terms,  as may be prescribed by the Trustees or by the By-Laws of the Trust
     or as may pertain to such  officers;  subject to the  provisions of Section
     7.5 and 7.6,  to engage or employ any  persons as agents,  representatives,
     employees, or independent  contractors (including without limitation,  real
     estate  advisers,   investment  advisers,   transfer  agents,   registrars,
     underwriters,  accountants, attorneys at law, real estate agents, managers,
     appraisers, brokers, architects,  engineers, construction managers, general
     contractors or otherwise) in one or more capacities, in connection with the
     management  of the Trust's  affairs or otherwise,  and to pay  compensation
     from the Trust for services in as many  capacities as such Person may be so
     engaged or employed and  notwithstanding  that any such Person is, or is an
     Affiliated  Person of, a Trustee or  officer of the Trust;  and,  except as
     prohibited by law, to delegate any of the powers and duties of the Trustees
     to any one or more Trustees, agents, representatives,  officers, employees,
     independent contractors or other Persons.

          4.2.14  To  determine  whether  moneys,  Securities  or  other  assets
     received  by the Trust shall be charged or credited to income or capital or
     allocated  between  income and capital,  including the power to amortize or
     fail to amortize any part or all of any premium or  discount,  to treat all
     or any part of the profit resulting from the maturity or sale of any asset,
     whether purchased at a premium or at a discount,  as income or capital,  or
     apportion the same between income and capital, to apportion the sales price
     of any asset  between  income and capital,  and to determine in what manner
     any  expenses  or  disbursements  are to be borne  as  between  income  and
     capital, whether or not in the absence of the power and authority conferred
     by this  subsection  such  moneys,  Securities  or  other  assets  would be
     regarded as income or as capital or such expense or  disbursement  would be
     charged  to  income  or  to  capital;   to  treat  any  dividend  or  other
     distribution  on any  investment  as income or capital or to apportion  the
     same between income and capital; to provide or fail to provide reserves for
     depreciation, amortization or obsolescence in respect of all or any part of
     the Trust Estate subject to  depreciation,  amortization or obsolescence in
     such amounts and by such methods as they shall determine;  and to determine
     the method or form in which the  accounts and records of the Trust shall be
     kept and to change from time to time such method or form.

          4.2.15 To determine  from time to time the value of all or any part of
     the  Trust  Estate  and of any  services,  Securities,  property  or  other
     consideration to be furnished to or acquired by the Trust, and from time to
     time to revalue all or any part of the Trust Estate in accordance with such
     Valuations or other information,  which Valuations or other information may
     be provided by Persons retained for the purpose, as the Trustees,  in their
     sole judgment, may deem necessary.

<PAGE>
          4.2.16 To collect,  sue for,  and receive all sums of money coming due
     to the Trust,  and to engage in,  intervene in,  prosecute,  join,  defend,
     compound,  compromise,  abandon or adjust, by arbitration or otherwise, any
     actions, suits, proceedings,  disputes, claims,  controversies,  demands or
     other  litigation  relating to the Trust,  the Trust  Estate or the Trust's
     affairs,  to enter  into  agreements  therefor,  whether or not any suit is
     commenced or claim accrued or asserted and, in advance of any  controversy,
     to enter into agreements regarding arbitration,  adjudication or settlement
     thereof.

          4.2.17 To renew, modify, release, compromise,  extend, consolidate, or
     cancel, in whole or in part, any obligation to or of the Trust.

          4.2.18  To  purchase  and pay for out of the  Trust  Estate  insurance
     contracts and policies  insuring the Trust Estate against any and all risks
     and insuring the Trust, the Trustees, the Shareholders, the officers of the
     Trust, or any or all of them, against any and all claims and liabilities of
     every nature asserted by any person arising by reason of any action alleged
     to have been taken or omitted by the Trust or by the Trustees, Shareholders
     or officers.

          4.2.19 To cause legal  title to any of the Trust  Estate to be held by
     or in the name of the Trustees or,  except as  prohibited  by law, by or in
     the name of the Trust or one or more of the Trustees or any other Person as
     the Trustees may determine,  on such terms and in such manner and with such
     powers (not inconsistent with Section 1.1), and with or without  disclosure
     that the Trust or Trustees are interested therein.

          4.2.20 To adopt a fiscal year and accounting method for the Trust, and
     from time to time to change such fiscal year and accounting  method, and to
     engage a firm of  independent  public  accountants  to audit the  financial
     records of the Trust.

          4.2.21  To adopt  and use a seal  (but the use of a seal  shall not be
     required for the execution of instruments or obligations of the Trust).

          4.2.22 With respect to any Securities  issued by the Trust, to provide
     that the same may be signed by the manual signature of one or more Trustees
     or officers,  or Persons who have  theretofore been Trustees or officers or
     by  the   facsimile   signature   of  any  such  Person  (with  or  without
     countersignature by a transfer agent,  registrar,  authenticating  agent or
     other similar Person), and to provide that ownership of such Securities may
     be  conclusively  evidenced  by the books and  records  of the Trust or any
     appropriate  agent of the Trust without the  necessity of any  certificate,
     all as determined  by the Trustees from time to time to be consistent  with
     normal commercial practices.

          4.2.23 To declare and pay dividends and  distributions  as provided in
     Section 7.5.

          4.2.24 To adopt a dividend  or  distribution  reinvestment  or similar
     such plan for the Trust, and to provide for the cost of the  administration
     thereof to be borne by the Trust.

          4.2.25 To file any and all  documents  and take any and all such other
     action as the Trustees in their sole  judgment may deem  necessary in order
     that the Trust may lawfully conduct its business in any jurisdiction.

          4.2.26   To   participate   in   any   reorganization,   readjustment,
     consolidation,  merger,  dissolution,  sale or purchase of assets, lease or
     similar  proceedings of any corporation,  partnership or other organization
     in which the Trust shall have an interest  and in  connection  therewith to
     delegate discretionary powers to any reorganization,  protective or similar
     committee  and  to  pay   assessments  and  other  expenses  in  connection
     therewith.

<PAGE>

          4.2.27 To cause to be  organized or assist in  organizing  any Person,
     which may or may not be a  subsidiary  of the Trust,  under the laws of any
     jurisdiction to acquire the Trust Estate or any part or parts thereof or to
     carry on any business in which the Trust shall directly or indirectly  have
     any interest; and, also, subject to the provisions of this Declaration,  to
     cause the  Trust to merge  with such  Person or any  existing  Person or to
     sell, rent, lease, hire, convey,  negotiate,  assign,  exchange or transfer
     the Trust Estate or any part or parts thereof to or with any such Person or
     any existing  Person in exchange for the  Securities  thereof or otherwise,
     and to lend money to,  subscribe for the  Securities of, and enter into any
     contracts  with,  any such  Person in which the Trust  holds or is about to
     acquire Securities or any other interest.

          4.2.28 To determine  whether or not, at any time or from time to time,
     to  attempt  to cause  the  Trust to  qualify  or to cease to  qualify  for
     taxation as a Real Estate  Investment  Trust, and to take all action deemed
     by the Trustees  appropriate in connection  with  maintaining or ceasing to
     maintain such qualification.

          4.2.29  To  make  any  indemnification   payment  authorized  by  this
     Declaration of Trust.

          4.2.30 To do all other  such acts and  things as are  incident  to the
     foregoing,  and to exercise  all powers  which are  necessary  or useful to
     carry on the  business  of the Trust,  to promote any of the  purposes  for
     which  the  Trust  is  formed,  and to  carry  out the  provisions  of this
     Declaration.

     4.3 BY-LAWS.  The Trustees may, but are not required to, make, adopt, amend
or repeal By-Laws containing  provisions  relating to the business of the Trust,
the conduct of its affairs, its rights or powers and the rights or powers of its
Shareholders,  Trustees  or  officers  not  inconsistent  with law or with  this
Declaration.  Such By-Laws may provide for the  appointment  by the Chairman and
President of  assistant  officers or of agents of the Trust in addition to those
provided for in the foregoing  Section  4.2.12,  subject however to the right of
the Trustees to remove or discharge such officers or agents.


                               ARTICLE V - AGENTS
                               ==================

     5.1 Employment of Employees,  Agents, etc. The Trustees are responsible for
the  general  policies  of the Trust  and for such  general  supervision  of the
business of the Trust conducted by all officers,  agents,  employees,  advisers,
managers or  independent  contractors of the Trust as may be necessary to ensure
that such business conforms to the provisions of this Declaration.  However, the
Trustees are not, and shall not be, required  personally to conduct the business
of the Trust and, consistent with their ultimate responsibility as stated above,
the Trustees shall have the power to appoint, employ or contract with any Person
(including one or more of themselves or any corporation,  partnership,  or trust
in which one or more of them may be directors, officers, stockholders,  partners
or trustees) as the Trustees may deem necessary or proper for the transaction of
the  business of the Trust,  and for such  purpose  may grant or  delegate  such
authority to any such Person as the Trustees may in their sole  discretion  deem
necessary or  desirable  without  regard to whether  such  authority is normally
granted or delegated by trustees.

     The Trustees  shall have the power to determine the terms and  compensation
of any Person whom they may employ or with whom they may contract.


                      ARTICLE VI - SHARES AND SHAREHOLDERS
                      ====================================

     6.1 SHARES.  The  beneficial  interest  in the Trust shall be divided  into
Shares. The total number of Shares the Trust shall have authority to issue shall
be thirty-two million and fifty thousand (32,050,000) shares,  consisting of (i)
seven  million and fifty  thousand  (7,050,000)  preferred  shares of beneficial
interest,  each  without par value  ("Preferred  Shares"),  and (ii) twenty five
million  (25,000,000)  common  shares of beneficial  interest,  each without par
value ("Common Shares," and together with the Preferred  Shares,  the "Shares").
The Shares may be issued for such consideration as the Trustees shall determine,
including upon the  conversion of convertible  debt, or by way of share dividend
or share split in the discretion of the Trustees. In addition to the issuance of
Shares  by way of share  dividend  or share  split,  the  Trustees  may  combine
outstanding  Shares by way of a reverse  share split and provide for the payment
in  cash in  lieu  of any  fractional  interest  in a  combined  Share;  and the
mechanics  authorized by the Trustees to implement any such combination shall be
binding upon all Shareholders, holders of convertible debt, optionees and others
with any interest in the Shares.  Outstanding  Shares shall be transferable  and
assignable  in like  manner as are shares of stock of a  Massachusetts  business
corporation.   Shares  reacquired  by  the  Trust  shall  no  longer  be  deemed
outstanding  and shall have no voting or other rights unless and until reissued.
Shares  reacquired by the Trust may be canceled by action of the  Trustees.  All
Shares shall be fully paid and  nonassessable  by or on behalf of the Trust upon
receipt  of full  consideration  for  which  they have  been  issued or  without
additional  consideration  if issued by way of share  dividend,  share split, or
upon the conversion of convertible debt.

<PAGE>

          6.1.1  PREFERRED  SHARES.  Upon the vote of two-thirds of the Board of
     Trustees,  the  Trust  may issue  Preferred  Shares  in one or more  series
     consisting  of  such  numbers  of  Shares  and  having  such   preferences,
     conversion and other rights, voting powers, restrictions and limitations as
     to  dividends,  qualifications  and terms and  conditions  of redemption of
     Shares  as the  Board of  Trustees  may from  time to time  determine  when
     designating such series.

          6.1.2 Common Shares.

               6.1.2.1  GENERAL.  Upon the vote of a  majority  of the  Board of
          Trustees,  the Trust may issue Common  Shares.  Shares of a particular
          class of issued Common Shares shall have equal dividend, distribution,
          liquidation   and  other  rights,   and  shall  have  no   preference,
          cumulative, preemptive, appraisal, conversion or exchange rights.

               6.1.2.2 RIGHTS UPON LIQUIDATION. In the event of any voluntary or
          involuntary  liquidation,   dissolution  or  winding  up  of,  or  any
          distribution of the assets of, the Trust, each holder of Common Shares
          shall be entitled to receive, ratably with each other holder of Common
          Shares  that  portion  of  the  assets  of  the  Trust  available  for
          distribution  to the holders of its Common Shares and as the number of
          Common  Shares held by such holder bears to the total number of Common
          Shares then outstanding.

               6.1.2.3  VOTING  RIGHTS.  The holders of Common  Shares  shall be
          entitled  to vote on all  matters  submitted  to the holders of Common
          Shares  for a vote,  at all  meetings  of the  Shareholders,  and each
          holder of Common  Shares shall be entitled to one vote for each Common
          Share held by such Shareholder.

     6.2 LEGAL  OWNERSHIP  OF TRUST  ESTATE.  The legal  ownership  of the Trust
Estate and the right to conduct the business of the Trust are vested exclusively
in the Trustees,  and the Shareholders shall have no interest therein other than
the beneficial interest in the Trust conferred by their Shares issued hereunder,
and they shall  have no right to compel any  partition,  division,  dividend  or
distribution  of the  Trust or any of the Trust  Estate,  nor can they be called
upon to share or assume any losses of the Trust or suffer an  assessment  of any
kind by virtue of their ownership of Shares.

     6.3 SHARES DEEMED PERSONAL PROPERTY.  The Shares shall be personal property
and  shall  confer  upon the  holders  thereof  only  the  interest  and  rights
specifically set forth in this Declaration.  The death, insolvency or incapacity
of a  Shareholder  shall not  dissolve  or  terminate  the  Trust or affect  its
continuity  nor give his legal  representative  any rights  whatsoever,  whether
against or in respect of other Shareholders, the Trustees or the Trust Estate or
otherwise except the sole right to demand and, subject to the provisions of this
Declaration,  the By-Laws, if adopted, and any requirements of law, to receive a
new certificate for Shares registered in the name of such legal  representative,
in exchange for the certificate held by such Shareholder.

     6.4 SHARE RECORD,  ISSUANCE AND TRANSFERABILITY OF SHARES. Records shall be
kept by or on behalf of and under the  direction  of the  Trustees,  which shall
contain the names and addresses of the  Shareholders,  the number of Shares held
by them respectively,  and the number of the certificates,  if any, representing
the Shares,  and in which there shall be recorded all  transfers of Shares.  The
Persons in whose names Shares or  certificates  therefor are  registered  on the
records of the Trust shall be deemed the absolute  owners of such Shares for all
purposes  of this  Trust;  but nothing  herein  shall be deemed to preclude  the
Trustees or officers,  or their agents or representatives,  from inquiring as to
the actual  ownership  of Shares.  Until a transfer  is duly  registered  on the
records of the Trust,  the Trustees  shall not be affected by any notice of such
transfer,  either actual or  constructive.  The payment thereof to the Person in
whose name any Shares are  registered on the records of the Trust or to the duly
authorized  agent of such  Person (or if such  Shares are so  registered  in the
names  of more  than  one  Person,  to any one of such  Persons  or to the  duly
authorized agent of such Person) shall be sufficient discharge for all dividends
or  distributions  payable or deliverable in respect of such Shares and from all
liability to see to the application thereof.

<PAGE>

     In case of the loss,  mutilation  or  destruction  of any  certificate  for
Shares,  the Trustees may issue or cause to be issued a replacement  certificate
on such terms and subject to such rules and regulations as the Trustees may from
time to time  prescribe.  Nothing  in this  Declaration  shall  impose  upon the
Trustees  or a transfer  agent a duty,  or limit  their  rights to inquire  into
adverse claims.

     In  lieu of  issuing  certificates  for  Shares,  the  Trustees  may  adopt
procedures for the Shares to be considered as  uncertificated  Securities to the
same extent that such procedures  would be available for shares of capital stock
of a Massachusetts business corporation.

     Unless the Trustees  shall have  determined  that the Trust shall no longer
qualify as a REIT,  any  issuance,  redemption or transfer of Trust Shares which
would  operate to  disqualify  the Trust as a real estate  investment  trust for
purposes of Federal income tax, is null and void, and such  transaction  will be
canceled when so determined in good faith by the Trustees.

     6.5 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. The Trustees may from time
to time declare and pay to Shareholders  such dividends or distributions in cash
or other property, out of current or accumulated income, capital, capital gains,
principal,   surplus,  proceeds  from  the  increase  or  refinancing  of  Trust
obligations,  for the  repayment  of loans made by the  Trust,  from the sale of
portions of the Trust Estate,  or from any other source as the Trustees in their
discretion shall determine; but, in any event, the Trustees, shall, from time to
time, declare and pay to the Shareholders such distributions as may be necessary
to continue to qualify the Trust as a Real Estate  Investment  Trust, so long as
such qualification,  in the opinion of the Trustees,  is in the best interest of
the  Shareholders.   Shareholders  shall  have  no  right  to  any  dividend  or
distribution unless and until declared by the Trustees.

     6.6 TRANSFER AGENT,  DIVIDEND DISBURSING AGENT AND REGISTRAR.  The Trustees
shall have  power to employ one or more  transfer  agents,  dividend  disbursing
agents, dividend or distribution reinvestment plan agents, and registrars and to
authorize them on behalf of the Trust: to keep records, to hold and disburse any
dividends  and   distributions  and  to  have  and  perform  powers  and  duties
customarily had and performed by transfer agents,  dividend  disbursing  agents,
dividend or  distribution  reinvestment  plan agents,  and  registrars as may be
conferred upon them by the Trustees.

     6.7  SHAREHOLDERS'  MEETINGS AND CONSENTS.  The Trustees  shall cause to be
called  and held an Annual  Meeting  of the  Shareholders  at such time and such
place as they may determine, at which Trustees shall be elected any other proper
business may be  conducted.  The Annual  Meeting of  Shareholders  shall be held
after  not  fewer  than 10 days nor more  than 60 days  written  notice  of such
meeting has been sent to  Shareholders by the Trustees and after delivery to the
Shareholders  of the  Annual  Report  for the fiscal  year then  ended.  Special
meetings of Shareholders may be called by a majority of the Trustees, a majority
of the Unaffiliated  Trustees,  or the Chairman or other chief executive officer
of the Trust,  and shall be called by an  officer of the Trust upon the  written
request of Shareholders  holding not less than 10% of the outstanding  Shares of
the Trust entitled to vote.  Upon receipt of a written  request either in person
or by  registered  mail  stating  the  purpose(s)  of the meeting  requested  by
Shareholders, the Trust shall provide all Shareholders written notice (either in
person or by mail) of a meeting and the purpose of such  meeting to be held on a
date not fewer than 10 days nor more than 60 days after the date of such notice,
at a time and place determined by the Trustees. If there shall be no Trustees, a
special meeting of the  Shareholders  shall be held promptly for the election of
successor  Trustees.  The call and notice of any special meeting shall state the
purpose  of the  meeting  and no  other  business  shall be  considered  at such
meeting.  A majority of the  outstanding  Shares entitled to vote at any meeting
represented  in person or by proxy shall  constitute  a quorum at such  meeting.
Whenever  Shareholders are required or permitted to take any action, such action
may be taken,  except as otherwise  provided by this  Declaration or required by
law,  by a majority  of the votes cast at a meeting of  Shareholders  at which a
quorum is present by holders of Shares  entitled to vote  thereon,  or without a
meeting by written  consent  setting forth the action so taken signed by holders
of all outstanding Shares entitled to vote thereon.  Notwithstanding this or any
other provision of this Declaration, no vote or consent of Shareholders shall be
required to approve the sale,  exchange or other  disposition by the Trustees of
one or  more  assets  of the  Trust  or the  pledging,  hypothecating,  granting
security interests in,  mortgaging,  encumbering or leasing of all or any of the
Trust Estate.
<PAGE>

     6.8 PROXIES.  Whenever the vote or consent of  Shareholders  is required or
permitted  under  this  Declaration,  such vote or  consent  may be give  either
directly by the Shareholder or by a proxy. The Trustees may solicit such proxies
from the  Shareholders or any of them in any matter  requiring or permitting the
Shareholders' vote or consent.

     6.9 REPORTS TO  SHAREHOLDERS.  The Trustees  shall cause to be prepared and
mailed not later than 120 days after the close of each  fiscal year of the Trust
a report of the business  and  operation of the Trust during such fiscal year to
the  Shareholders,  which report shall constitute the accounting of the Trustees
for such fiscal year.  The report shall be in such form and have such content as
the Trustees  deem proper,  but shall in any event include a balance  sheet,  an
income  statement and a surplus  statement,  each  prepared in  accordance  with
generally  accepted  accounting  principles,  shall be audited by an independent
certified  public  accountant  and shall be  accompanied  by the  report of such
accountant thereon.

     6.10 FIXING RECORD DATE.  For the purpose of determining  the  Shareholders
who are entitled to vote or act at any meeting or any  adjournment  thereof,  or
who are  entitled to  participate  in any dividend or  distribution,  or for the
purpose  of any other  action,  the  Trustees  may from  time to time  close the
transfer  books for such  period,  not  exceeding  30 days,  as the Trustees may
determine; or without closing the transfer books the Trustees may fix a date not
more than 60 days prior to the date of any meeting of  Shareholders  or dividend
payment or other action as a record date for the  determination  of Shareholders
entitled to vote at such meeting or any  adjournment  thereof or to receive such
dividend or to take any other action.  Any  Shareholder who was a Shareholder at
the time so fixed shall be entitled to vote at such  meeting or any  adjournment
thereof or to receive such dividend or to take such other action, even though he
has since that date  disposed of his Shares,  and no  Shareholder  becoming such
after that date shall be so entitled to vote at such meeting or any  adjournment
thereof or to receive such dividend or to take such other action.

     6.11  NOTICE TO  SHAREHOLDERS.  Any  notice  of  meeting  or other  notice,
communication  or report to any  Shareholder  shall be deemed duly  delivered to
such  Shareholder when such notice,  communication or report is deposited,  with
postage  thereon  prepaid,  in  the  United  States  mail,   addressed  to  such
Shareholder  at his  address  as it  appears  on the  records of the Trust or is
delivered in person to such Shareholder.

     6.12  Shareholders'  Disclosure;  Trustees'  Right to  Refuse  to  Transfer
Shares; Limitation on Holdings; Redemption of Shares:

          6.12.1 The Shareholders  shall upon demand disclose to the Trustees in
     writing such information  with respect to direct and indirect  ownership of
     the  Shares  as the  Trustees  deem  necessary  to  comply  with  the  REIT
     Provisions of the Internal  Revenue Code or to comply with the requirements
     of any taxing authority or governmental agency.

<PAGE>
          6.12.2  Whenever it is deemed by them to be  reasonably  necessary  to
     protect the tax status of the Trust as a REIT,  the  Trustees may require a
     statement or affidavit  from each  Shareholder  or proposed  transferee  of
     Shares  setting  forth the  number of Shares  already  owned by him and any
     related  Person  specified in the form  prescribed by the Trustees for that
     purpose.  If, in the opinion of the  Trustees,  the  proposed  transfer may
     jeopardize  the  qualification  of the Trust as a REIT,  the Trustees shall
     have the right,  but not a duty,  to refuse to  transfer  the Shares to the
     proposed transferee. All contracts for the sale or other transfer of Shares
     shall be subject to this provision.

          6.12.3  Notwithstanding  any other  provision of this  Declaration  of
     Trust to the contrary and subject to the  provisions of subsection  6.12.5,
     no Person,  or Persons  acting as a group,  shall at any time  directly  or
     indirectly  acquire  ownership  in the  aggregate  of more than 9.8% of the
     outstanding Shares of the Trust (the "Limit").  Shares owned by a Person or
     group of Persons in excess of the Limit at any time shall be deemed "Excess
     Shares." For the purposes of this Section 6.12, the term "ownership"  shall
     be  defined  in  accordance  with  or by  reference  to  the  qualification
     requirements of the REIT Provisions of the Internal  Revenue Code and shall
     also mean ownership as defined in Rule 13d-3  promulgated by the Securities
     and Exchange  Commission under the Securities Exchange Act of 1934, and the
     term  "group"  shall have the same meaning as that term has for purposes of
     Section  13(d)(3) of such Act as amended.  All Shares  which any Person has
     the right to acquire  upon  exercise  of  outstanding  rights,  options and
     warrants, and upon conversion of any Securities convertible into Shares, if
     any,  shall be  considered  outstanding  for  purposes of the Limit if such
     inclusion will cause such person to own more that the Limit.

          6.12.4 The Trustees,  by notice to the holder thereof,  may redeem any
     or all Shares  that are Excess  Shares  (including  Shares  that  remain or
     become  Excess  Shares  because  of  the  decrease  in  outstanding  Shares
     resulting from such  redemption);  and from and after the date of giving of
     such  notice of  redemption  ("redemption  date")  the  Shares  called  for
     redemption shall cease to be outstanding and the holder thereof shall cease
     to be entitled to dividends,  voting rights and other benefits with respect
     to such  Shares  excepting  only the right to  payment  by the Trust of the
     redemption  price  determined and payable as set forth in the following two
     sentences.  Subject to the limitation on payment set forth in the following
     sentence,  the redemption  price of each Excess Share called for redemption
     shall be the average  daily per Share  closing sales price if the Shares of
     the Trust are listed on a national securities  exchange,  and if the Shares
     are not so listed shall be the mean  between the average per Share  closing
     bid prices and the average per Share  closing  asked  prices,  in each case
     during the 30 day period ending on the business day prior to the redemption
     date, or if there have been no sales on a national  securities exchange and
     no published bid quotations and no published asked  quotations with respect
     to Shares of the Trust  during such 30 day  period,  the  redemption  price
     shall be the price  determined  by the  Trustees in good faith.  Unless the
     Trustees  determine that it is in the interest of the Trust to make earlier
     payment of all of the amount  determined as the redemption  price per Share
     in accordance with the preceding  sentence,  the redemption  price shall by
     payable  only upon the  liquidation  of the  Trust and shall not  exceed an
     amount  which  is the  sum of the per  Share  distributions  designated  as
     liquidating distributions and return of capital distributions declared with
     respect  to  unredeemed  Shares of the Trust of  record  subsequent  to the
     redemption  date,  and no interest  shall accrue with respect to the period
     subsequent to the  redemption  date to the date of such payment;  provided,
     however,  that in the event that within 30 days after the  redemption  date
     the  Person  from whom the  Excess  Shares  have been  redeemed  sells (and
     notifies the Trust of such sale) a number of the remaining  Shares owned by
     him at least equal to the number of such Excess Shares (and such sale is to
     a Person in whose hands the Shares sold would not be Excess  Shares),  then
     the Trust shall  rescind the  redemption  of the Excess Shares if following
     such  rescission  such  Person  would not be the  holder of Excess  Shares,
     except  that if the Trust  receives  an  opinion of its  counsel  that such
     recission  would  jeopardize the tax status of the Trust as a REIT then the
     Trust shall in lieu of recission make  immediate  payment of the redemption
     price.

          6.12.5  The  Limit  set  forth in  Section  6.12.3  shall not apply to
     acquisitions   Shares  pursuant  to  a  cash  tender  offer  made  for  all
     outstanding  Shares of the Trust  (including  Securities  convertible  into
     Shares) in conformity  with  applicable  federal and state  securities laws
     where  two-thirds  of the  outstanding  Shares  (not  including  Shares  or
     Securities  convertible  into Shares held by the tender  offerer and/or any
     "affiliates"  or  "associates"  thereof  within the meaning of the Act) are
     duly tendered and accepted pursuant to the cash tender offer; nor shall the
     Limit  apply to the  acquisition  of Shares by an  underwriter  in a public
     offering of Shares, or in any transaction  involving the issuance of Shares
     by the  Trust,  in which a  majority  of the  Trustees  determine  that the
     underwriter or other person or party  initially  acquiring such Shares will
     make a timely  distribution  of such Shares to or among other  holders such
     that,  following  such  distribution,  none of such  Shares  will be Excess

<PAGE>

     Shares.  The  Trustees  in their  discretion  may  exempt  from  the  Limit
     ownership  of certain  designated  Shares  while  owned by a person who has
     provided  the  Trustees  with  evidence and  assurances  acceptable  to the
     Trustees  that  the  qualification  of the  Trust  as a REIT  would  not be
     jeopardized thereby.

          6.12.6  Notwithstanding  any other  provision of this  Declaration  of
     Trust to the  contrary,  any purported  acquisition  of Shares of the Trust
     which would result in the  disqualification of the Trust as a REIT shall be
     null and void.

          6.12.7  Nothing  contained  in  this  Section  6.12  or in  any  other
     provision  of this  Declaration  of Trust shall limit the  authority of the
     Trustees to take such other  action as they deem  necessary or advisable to
     protect the Trust and the interests of the  Shareholders by preservation of
     the  Trust's  qualification  as a REIT  under  the REIT  Provisions  of the
     Internal Revenue Code.

          6.12.8 If any provision of this Section 6.12 or any application of any
     such  provision is  determined  to be invalid by any Federal or state court
     having  jurisdiction  over  the  issues,  the  validity  of  the  remaining
     provisions  shall not be affected and other  applications of such provision
     shall  be  affected  only  to the  extent  necessary  to  comply  with  the
     determination  of such  court.  To the  extent  this  Section  6.12  may be
     inconsistent  with any other provision of this  Declaration of Trust,  this
     Section 6.12 shall be controlling.

     6.13 INSPECTION BY SHAREHOLDERS.  Shareholders of record of the Trust shall
have the same right to inspect the records of the Trust as has a stockholder  in
a Massachusetts business corporation.


                ARTICLE VII - LIABILITY OF TRUSTEES, SHAREHOLDERS
                         AND OFFICERS, AND OTHER MATTERS
                         ===============================

     7.1 LIMITATION OF LIABILITY OF TRUSTEES AND OFFICERS. No Trustee or officer
of the Trust shall be liable to the Trust or to any Trustee or  Shareholder  for
any act or omission of any other Trustee,  Shareholder,  officer or agent of the
Trust or be held to any  personal  liability  whatsoever  in tort,  contract  or
otherwise in connection with the affairs of this Trust, except only that arising
from his own bad faith,  willful  misfeasance,  gross  negligence,  or  reckless
disregard of his duties.

     7.2  LIMITATION OF LIABILITY OF  SHAREHOLDERS,  TRUSTEES AND OFFICERS.  The
Trustees and officers in incurring any debts, liabilities or obligations,  or in
taking or omitting any other  actions for or in  connection  with the Trust are,
and shall be deemed to be,  acting as  Trustees or officers of the Trust and not
in their own individual capacities. Except to the extent provided in Section 7.1
no Trustee or officer shall, nor shall any Shareholder,  be liable for any debt,
claim, demand, judgment, decree, liability or obligation of any kind of, against
or with  respect to the Trust  arising out of any action taken or omitted for or
on behalf of the Trust and the Trust shall be solely liable  therefor and resort
shall be had solely to the Trust Estate for the payment or performance  thereof.
Each  Shareholder  shall be entitled to pro rata indemnity from the Trust Estate
if, contrary to the provisions  hereof,  such  Shareholder  shall be held to any
such personal liability.

     7.3 EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS. As far as practicable,  the
Trustees shall cause any written instrument  creating an obligation of the Trust
to include a  reference  to this  Declaration  and to provide  that  neither the
Shareholders  nor the  Trustees  nor the  officers  of the Trust shall be liable
thereunder  and that the other parties to such  instrument  shall look solely to
the Trust Estate for the payment of any claim  thereunder or for the performance
thereof;  however, the omission of such provision form any such instrument shall
not render the  Shareholders  or any Trustee or officer of the Trust  liable nor
shall the  Trustees  or any  officer  of the Trust be liable to anyone  for such
omission.

     7.4 INDEMNIFICATION AND REIMBURSEMENT OF TRUSTEES AND OFFICERS.  Any Person
made a party  to any  action,  suit or  proceeding  or  against  whom a claim or
liability  is asserted by reason of the fact that he, his  testator or intestate
was or is a Trustee or officer or active in such capacity on behalf of the Trust
shall be indemnified  and held harmless by the Trust against  judgments,  fines,
amounts  paid on account  thereof  (whether  in  settlement  or  otherwise)  and
reasonable expenses, including attorneys' fees, actually and reasonably incurred

<PAGE>

by him in connection with the defense of such action, suit, proceeding, claim or
alleged  liability or in connection with any appeal therein,  whether or not the
same  proceeds to judgment or is settled or otherwise  brought to a  conclusion;
provided, however, that no such Person shall be so indemnified or reimbursed for
any claim, obligation or liability which arose out of the Trustee's or officer's
bad faith,  willful  misfeasance,  gross negligence or reckless disregard of his
duties;  and  provided,  further,  that such Person gives prompt  notice of such
action,  suit or  proceeding,  executes such  documents and takes such action as
will  permit  the  Trust to  conduct  the  defense  or  settlement  thereof  and
cooperates therein. In the event of a settlement approved by the Trustees of any
such claim, alleged liability,  action, suit or proceeding,  indemnification and
reimbursement  shall  be  provided  except  as to such  matters  covered  by the
settlement which the Trust is advised by its counsel arose from the Trustee's or
officer's  bad  faith,  willful  misfeasance,   gross  negligence,  or  reckless
disregard of his duties;  provided,  however,  that such advice by counsel shall
not preclude any Trustee or officer from seeking a judicial  determination  that
he did not act in bad faith, willful  misfeasance,  gross negligence or reckless
disregard  of his duties and is entitled to  indemnification  and  reimbursement
hereunder.  Expenses  may be paid in  advance  by the Trust  upon  receipt of an
undertaking  by or on  behalf  of a Person  indemnified  to pay over the  amount
unless it shall ultimately be determined he is entitled to be indemnified by the
Trust as authorized  herein.  Such rights of  indemnification  and reimbursement
shall be  satisfied  only out of the Trust  Estate.  The rights  accruing to any
Person under these  provisions shall not exclude any other right to which he may
be lawfully entitled,  nor shall anything contained herein restrict the right of
the Trust to  indemnify  or  reimburse  any such  Person in any proper case even
though not specifically provided for herein, nor shall anything contained herein
restrict  such  right of a Trustee to  contribution  as may be  available  under
applicable  law. The Trust shall have power to purchase  and maintain  liability
insurance on behalf of any Person  entitled to indemnity  hereunder,  whether or
not the Trust would have the power to indemnify against that liability.

     7.5 RIGHT OF TRUSTEES AND  OFFICERS TO OWN SHARES OR OTHER  PROPERTY AND TO
ENGAGE IN OTHER  BUSINESS.  Any Trustee or officer may  acquire,  own,  hold and
dispose of Shares in the Trust, for his individual account, and may exercise all
rights of a Shareholder  to the same extent and in the same manner as if he were
not a Trustee or  officer.  Any Trustee or officer  may have  personal  business
interests and may engage in personal  business  activities,  which interests and
activities  may  include  the  acquisition,  syndication,  holding,  management,
development,  operation or deposit in, for his own account or for the account of
others,  of  interests  in Real  Property or Persons  engaged in the real estate
business,  even if the same  directly  compete  with the actual  business  being
conducted  by the Trust.  Any Trustee or officer may be  interested  as trustee,
officer, director, stockholder, partner, member or employee, or otherwise have a
direct or indirect interest in any Person who may be engaged to render advice or
services to the Trust, and may receive  compensation from such Person as well as
compensation as Trustee,  officer or otherwise  hereunder and no such activities
shall be deemed to conflict with his duties and powers as Trustee or officer.

     7.6  TRANSACTIONS   WITH   AFFILIATES.   The  Trust  shall  not  engage  in
transactions with any Trustee, officer, or any Affiliated Person of such Trustee
or  officer,  except  to the  extent  that  each  such  transaction  has,  after
disclosure of such  affiliation,  been  approved or ratified by the  affirmative
vote of a majority of the Trustees  not having any interest in such  transaction
after a determination by them that:

          7.6.1  The  transaction  is fair and  reasonable  to the Trust and its
     Shareholders;

          7.6.2 The terms of such  transaction  are at least as favorable as the
     terms of any comparable transactions made on an arm's length basis that are
     known to such Trustees;

          7.6.3  Payments to any Trustee or officer for  services  rendered in a
     capacity  other  than that as  Trustee,  or  officer  may only be made upon
     determination that:

               (i) the compensation is not in excess of their  compensation paid
          for any comparable services; and

               (ii)  the  compensation  is not  greater  than  the  charges  for
          comparable  services  available  from others who are competent and not
          affiliated with any of the parties involved.

<PAGE>

         The  provisions  of this  Section 7.6 shall not prohibit the Trust from
participating  in any  investment  on a pari passu  basis with any other  entity
whose  trustees or  directors  are the same persons as the Trustees of the Trust
and as a result  there  are no  Trustees  of the  Trust who may not also have an
interest in said investment as trustees or directors of such other entity.

     7.7 PERSONS  DEALING WITH TRUSTEES OR OFFICERS.  Any act of the Trustees or
officers  purporting  to be done in  their  capacity  as such  shall,  as to any
Persons  dealing with such Trustees or officers,  be  conclusively  deemed to be
within the  purposes  of this Trust and  within the powers of the  Trustees  and
officers.  No  Person  dealing  with the  Trustees  or any of them,  or with the
authorized  officers,  agents or  representatives of the Trust shall be bound to
see to the  application  of any funds or  property  passing  into their hands or
control.  The receipt of the Trustees or any of them, or of authorized officers,
agents,  or  representatives  of the Trust,  for moneys or other  consideration,
shall be binding upon the Trust.

     7.8 RELIANCE. The Trustees and officers may consult with counsel (which may
be a firm in which one or more of the  Trustees or  officers is or are  members)
and the advice or opinion of such counsel  shall be full and  complete  personal
protection to all of the Trustees and officers in respect of any action taken or
suffered  by them in good faith and in reliance  on or in  accordance  with such
advice or opinion.  In  discharging  their duties,  Trustees and officers,  when
acting  in  good  faith,  may  rely  upon  financial  statements  of  the  Trust
represented  to them to be correct by the  President or the officer of the Trust
having  charge of its  books of  account,  or  stated in a written  report by an
independent certified public accountant fairly to present the financial position
of the trust.  The  Trustees  may rely,  and shall be  personally  protected  in
acting, upon any instrument or other document believed by them to be genuine.


                 ARTICLE VIII - DURATION, TERMINATION, AMENDMENT
                           AND REORGANIZATION OF TRUST
                           ===========================

     8.1  DURATION  OF  TRUST.  The  Trust  shall  continue  perpetually  unless
terminated pursuant to Section 8.2.

     8.2  TERMINATION  OF TRUST.  The Trust may be  terminated at any meeting of
Shareholders  called for that purpose, by the affirmative vote of the holders of
not less than a majority of the Shares outstanding and entitled to vote thereon.
Upon the termination of the Trust:

               (i) the Trust shall  carry on no business  except for the purpose
          of winding up its affairs;

               (ii) the  Trustees  shall  proceed to wind up the  affairs of the
          Trust and all of the powers of the  Trustees  under  this  Declaration
          shall  continue  until the  affairs of the Trust shall have been wound
          up,  including  the power to fulfill or discharge the contracts of the
          Trust, collect its assets, sell, convey, assign, exchange, transfer or
          otherwise  dispose of all or any part of the remaining Trust Estate to
          one or more Persons at public or private sale for consideration  which
          may consist in whole or in part of cash,  Securities or other property
          of any kind,  discharge or pay its liabilities,  and do all other acts
          appropriate  to liquidate its business (and provided that the Trustees
          may, if permitted by applicable  law, and if they deem it to be in the
          best interest of the  Shareholders,  appoint a liquidating  trust,  or
          agent,  or  other  entity,  to  perform  one or more of the  foregoing
          functions); and

               (iii) after paying or adequately providing for the payment of all
          liabilities,  and  upon  receipt  of such  releases,  indemnities  and
          refunding agreements, as they deem necessary for their protection, the
          Trustee or any liquidating  trust,  agent or other entity appointed by
          them,   shall   distribute  the  remaining   Trust  Estate  among  the
          Shareholders pro rata according to the number of Shares held by each.

          If any plan for the  termination  of the Trust approved by the holders
     of a majority of the Shares  outstanding  and  entitled to vote thereon and

<PAGE>

     agreeable  to a  majority  of the  Trustees  provides  for  actions  of the
     Trustees other than as aforesaid, the Trustees shall have full authority to
     take  all  action  as in their  opinion  is  necessary  or  appropriate  to
     implement said plan.

          8.2.1  After   termination  of  the  Trust  and  distribution  to  the
     Shareholders  as  provided  herein or in any said plan so  approved  by the
     Shareholders, the Trustees shall execute and lodge among the records of the
     Trust an instrument in writing setting forth the fact of such  termination,
     and the Trustees shall thereupon be discharged from all further liabilities
     and  duties  hereunder  and the rights and  interests  of all  Shareholders
     hereunder shall thereupon cease.

     8.3  MERGER,  ETC.  Upon the vote or written  consent of a majority  of the
Trustees,  including  a  majority  of the  Unaffiliated  Trustees,  and with the
approval  of the  holders  of a  majority  of the Shares  then  outstanding  and
entitled to vote, at a meeting the notice for which  included a statement of the
proposed action,  the Trustees may (a) merge the Trust into, or sell, convey and
transfer  the Trust  Estate to,  any  corporation,  association,  trust or other
organization  in  exchange  for  shares or  Securities  thereof,  or  beneficial
interests therein, or other consideration, and the assumption by such transferee
of the  liabilities  of the Trust and (b)  thereupon  terminate  the Trust  and,
subject  to  Section  8.2,  distribute  such  shares,   securities,   beneficial
interests, or other consideration,  ratably among the Shareholders in redemption
of their Shares.

     8.4 AMENDMENT  PROCEDURE.  This  Declaration  may be amended by the vote or
written  consent of a majority of the  Trustees and of the holders of a majority
of the outstanding Shares entitled to vote thereon;  provided,  however, that no
amendment  which would reduce the  priority of payment or amount  payable to any
class of  Shares  of the  Trust  upon  liquidation  of the  Trust or that  would
diminish or eliminate any voting rights  pertaining to any class of Shares shall
be made unless  approved by the vote or consent of the holders of  two-thirds of
the  outstanding  Shares  of such  class.  The  Trustees  may  also  amend  this
Declaration  by the  vote of  two-thirds  of the  Trustees  without  the vote or
consent of Shareholders at any time to the extent deemed by the Trustees in good
faith to be  necessary  to meet the  requirements  for  qualification  as a Real
Estate  Investment  Trust under the REIT Provisions of the Internal Revenue Code
or any  interpretation  thereof  by a court  or  other  governmental  agency  of
competent  jurisdiction,  but the Trustees shall not be liable for failing so to
do. Actions by the Trustees  pursuant to subsection  9.3.1 hereof that result in
amending this  Declaration  may also be effected  without vote or consent of any
Shareholder.


                           ARTICLE IX - MISCELLANEOUS
                           ==========================

     9.1 APPLICABLE LAW. This  Declaration of Trust is made in The  Commonwealth
of  Massachusetts;  the  situs,  domicile  and  residency  of the  Trust for all
purposes is Massachusetts;  and the Trust is created under and is to be governed
by and construed and  administered  according to the laws of said  Commonwealth,
including the Massachusetts  Business Corporation Law as the same may be amended
from time to time, to which  reference is made with the  intention  that matters
not  specifically  covered herein or as to which an ambiguity may exist shall be
resolved  as if the Trust were a  Massachusetts  business  corporation,  but the
reference to said Business Corporation Law is not intended to and shall not give
the Trust, the Trustees,  the Shareholders or any other person any right, power,
authority or  responsibility  available only to or in connection  with an entity
organized in corporate form.

     9.2 FILING OF COPIES; REFERENCES;  HEADINGS. The original or a copy of this
instrument and of each amendment hereto shall be kept at the office of the Trust
where it may be inspected by any  Shareholder.  A copy of this instrument and of
each  amendment  hereto  shall be filed by the Trust with the  Secretary  of The
Commonwealth  of  Massachusetts  and with the Boston City Clerk,  as well as any
other  governmental  office where such filing may from time to time be required,
but the failure to make any such filing  shall not impair the  effectiveness  of
this instrument or any such amendment. Anyone dealing with the Trust may rely on
a  certificate  by an  officer  of the  Trust  as to  whether  or not  any  such
amendments  have been made,  as to the  identities of the Trustees and officers,
and as to an matters in connection with the Trust hereunder;  and, with the same
effect as if it were the original, may rely on a copy certified by an officer of
the Trust to be a copy of this  instrument  or of any such  amendments.  In this
instrument and in any such  amendment,  references to this  instrument,  and all
expressions like "herein", "hereof", and "hereunder" shall be deemed to refer to
this  instrument  as a whole as the same may be amended or  affected by any such
amendments.  The masculine gender shall include the feminine and neuter genders.
Headings are placed herein for  convenience  of reference  only and shall not be
taken as part hereof or control or affect the meaning, construction or effect of
this  instrument.  This instrument may be executed in any number of counterparts
each of which shall be deemed an original.

<PAGE>

     9.3 PROVISIONS OF THE TRUST IN CONFLICT WITH LAW OR REGULATIONS.

          9.3.1 The provisions of this  Declaration  are  severable,  and if the
     Trustees shall determine,  with the advice of counsel, that any one or more
     of such provisions (the "Conflicting  Provisions") could have the effect of
     preventing  the Trust from  qualifying  as a real estate  investment  trust
     under the REIT Provisions of the Internal Revenue Code (and if the Trustees
     have  determined  the Trust  should  elect to be taxed as a REIT  under the
     Internal Revenue Code) or are in conflict with other applicable  federal or
     state laws or regulations, the Conflicting Provisions shall be deemed never
     to have constituted a part of the Declaration; provided, however, that such
     determination  by the  Trustees  shall  not  affect  or  impair  any of the
     remaining  provisions of this Declaration or render invalid or improper any
     action  taken or omitted  (including  but not  limited to the  election  of
     Trustees) prior to such determination. A certification signed by a majority
     of the Trustees setting forth any such  determination  and reciting that it
     was duly adopted by the Trustees,  or a copy of this Declaration,  with the
     Conflicting Provisions removed pursuant to such a determination,  signed by
     a majority of the  Trustees,  shall be  conclusive  evidence  (except as to
     Shareholders,  as to whom it shall only be prima  facie  evidence)  of such
     determination  when lodged in the records of the Trust.  The Trustees shall
     not be liable for  failure  to make any  determination  under this  Section
     9.3.1.  Nothing in this Section  9.3.1 shall in any way limit or affect the
     right of the Trustees to amend this Declaration as provided in Section 8.2.

          9.3.2 If any  provision of this  Declaration  shall be held invalid or
     unenforceable,  such  invalidity or  unenforceability  shall attach only to
     such  provision  and shall not in any  manner  affect or render  invalid or
     unenforceable any other provision of this Declaration, and this Declaration
     shall be carried  out as if any such  invalid or  unenforceable  provisions
     were not contained herein.

     9.4  BINDING  EFFECT;  Successors  in  Interest.  Each Person who becomes a
Shareholder  shall, as a result  thereof,  be deemed to have agreed to and to be
bound by the provisions of this Declaration of Trust.  This Declaration shall be
binding upon and inure to the benefit of the Trustees and the  Shareholders  and
the respective successors, assigns, heirs distributees and legal representatives
of each of them.


              {THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK}
<PAGE>

     IN WITNESS  WHEREOF,  the undersigned  have executed this Third Amended and
Restated Declaration of Trust as of the 28th day of July, 1999.


/s/ Peter D. Anzo                                    /s/ Martin H. Petersen
-----------------                                    ----------------------
Peter D. Anzo                                        Martin H. Petersen

ADDRESS:                                             ADDRESS:
3111 Paces Mill Road                                 3111 Paces Mill Road
Suite A-200                                          Suite A-200
Atlanta, GA  30339                                   Atlanta, GA  30339




/s/ Stephanie A. Reed                                 /s/ James D. Ross
---------------------                                ----------------------
Stephanie A. Reed                                    James D. Ross

ADDRESS:                                             ADDRESS:
3111 Paces Mill Road                                 3111 Paces Mill Road
Suite A-200                                          Suite A-200
Atlanta, GA  30339                                   Atlanta, GA  30339




/s/ Phill D. Greenblatt                               /s/ Gilbert H. Watts, Jr.
-----------------------                              -------------------------
Phill D. Greenblatt                                  Gilbert H. Watts, Jr.

ADDRESS:                                             ADDRESS:
3111 Paces Mill Road                                 3111 Paces Mill Road
Suite A-200                                          Suite A-200
Atlanta, GA  30339                                   Atlanta, GA  30339



/s/ Henry Hirsch
---------------------
Henry Hirsch

ADDRESS:
3111 Paces Mill Road
Suite A-200
Atlanta, GA  30339


<PAGE>

STATE OF GEORGIA
COUNTY OF FULTON


         Then  personally  appeared  Peter D. Anzo, to me known to be one of the
Trustees who executed the foregoing  Declaration of Trust and  acknowledged  the
same to be his free act and deed, this 28th day of July 1999.

/s/ Cynthia M. Samuels
----------------------
Notary Public

My commission expires:
August 9, 2002


<PAGE>

STATE OF GEORGIA
COUNTY OF FULTON


         Then  personally  appeared  Stephanie A. Reed, to me known to be one of
the Trustees who executed the foregoing  Declaration  of Trust and  acknowledged
the same to be his free act and deed, this 28th day of July 1999.

/s/ Cynthia M. Samuels
----------------------
Notary Public

My commission expires:
August 9, 2002


<PAGE>

STATE OF GEORGIA
COUNTY OF FULTON


         Then personally appeared Phill D. Greenblatt,  to me known to be one of
the Trustees who executed the foregoing  Declaration  of Trust and  acknowledged
the same to be his free act and deed, this 28th day of July 1999.

/s/ Cynthia M. Samuels
----------------------
Notary Public

My commission expires:
August 9, 2002


<PAGE>

STATE OF GEORGIA
COUNTY OF FULTON


         Then  personally  appeared  Henry Hirsch,  to me known to be one of the
Trustees who executed the foregoing  Declaration of Trust and  acknowledged  the
same to be his free act and deed, this 28th day of July 1999.

/s/ Cynthia M. Samuels
----------------------
Notary Public

My commission expires:
August 9, 2002


<PAGE>

STATE OF GEORGIA
COUNTY OF FULTON

         Then personally  appeared Martin H. Petersen,  to me known to be one of
the Trustees who executed the foregoing  Declaration  of Trust and  acknowledged
the same to be his free act and deed, this 28th day of July 1999.

/s/ Cynthia M. Samuels
----------------------
Notary Public

My commission expires:
August 9, 2002


<PAGE>

STATE OF GEORGIA
COUNTY OF FULTON


         Then  personally  appeared  James D. Ross, to me known to be one of the
Trustees who executed the foregoing  Declaration of Trust and  acknowledged  the
same to be his free act and deed, this 28th day of July 1999.

/s/ Cynthia M. Samuels
----------------------
Notary Public

My commission expires:
August 9, 2002


<PAGE>

STATE OF GEORGIA
COUNTY OF FULTON


         Then personally  appeared Gilbert H. Watts,  Jr., to me known to be one
of the Trustees who executed the foregoing Declaration of Trust and acknowledged
the same to be his free act and deed, this 28th day of July 1999.

/s/ Cynthia M. Samuels
----------------------
Notary Public

My commission expires:
August 9, 2002