<PAGE>
                                                                     EXHIBIT 3.1




                           AMENDED AND RESTATED BYLAWS
                                       OF
                        WEST COAST REALTY INVESTORS, INC.


<PAGE>

                                      TABLE
                                   OF CONTENTS


<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I   DEFINITIONS......................................................1
      1.1   Name.............................................................1
      1.2   Nature of Company................................................1
      1.3   Definitions......................................................2

ARTICLE II  OFFICES.........................................................10
      2.1   Principal Office................................................10
      2.2   Other Offices...................................................10

ARTICLE III MEETINGS OF SHAREHOLDERS........................................10
      3.1   Place of Meetings...............................................10
      3.2   Annual Meetings.................................................11
            (a)   Time of Holding...........................................11
            (b)   Notice....................................................11
            (c)   Affidavit of Notice.......................................12
      3.3   Special Meetings and Notice Thereof.............................12
            (a)   How Called................................................12
            (b)   Notice....................................................13
      3.4   Adjourned Meetings and Notice Thereof...........................13
      3.5   Voting at Meetings of Shareholders..............................13
            (a)   General...................................................13
            (b)   Affiliated Transactions...................................13
      3.6   Quorum..........................................................14
      3.7   Waiver of Notice................................................14
      3.8   Proxies.........................................................15
      3.9   Inspectors of Election..........................................15

ARTICLE IV  DIRECTORS.......................................................16
      4.1   Powers..........................................................16
      4.2   Number and Qualification of Directors...........................17
      4.3   Election and Term of Office.....................................17
      4.4   Vacancies.......................................................17
      4.5   Place of Meeting................................................18
      4.6   Annual Meeting..................................................18
      4.7   Special Meetings................................................19
      4.8   Adjournment.....................................................19
      4.9   Notice of Adjournment...........................................20
      4.10  Entry of Notice.................................................20
      4.11  Waiver of Notice................................................20
      4.12  Quorum..........................................................20
      4.13  Fees and Compensation...........................................21
      4.14  Action without Meeting..........................................21
      4.15 INTENTIONALLY OMITTED.............................................
</TABLE>


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<TABLE>
<S>                                                                        <C>
      4.16  Qualification and Removal of Directors for Cause................21
      4.17  Removal of Director without Cause...............................25
      4.18  Experience of Directors.........................................25

ARTICLE     V OFFICERS......................................................25
      5.1   Officers........................................................25
      5.2   Election........................................................25
      5.3   Subordinate Officers............................................25
      5.4   Removal and Resignation.........................................26
      5.5   Vacancies.......................................................26
      5.6   Chairman of the Board...........................................26
      5.7   President.......................................................26
      5.8   Vice Presidents.................................................27
      5.9   Secretary.......................................................27
      5.10  Assistant Secretaries...........................................28
      5.11  Treasurer.......................................................28
      5.12  Assistant Financial Officers....................................29

ARTICLE VI  SHARES OF STOCK.................................................29
      6.1   Registered Ownership, Share Certificates and Shares in
            "Uncertificated" Form...........................................29
      6.2   Transfer of Shares..............................................30
      6.3   Shareholders' Disclosures:  Redemption of Shares................31
      6.4   Right to Refuse to Transfer Shares..............................32
      6.5   Limitation on Acquisition of Shares.............................33
      6.6   Lost, Stolen or Destroyed Certificates..........................34
      6.7   Dividends; Dividend Record Date and Closing Stock Books.........35
            (a)   Declaration of Dividend...................................35
            (b)   Record Date...............................................35
            (c)   Dividends in Kind.........................................36
      6.8   Suitability of Shareholders.....................................36
            (a)   Income and Net Worth Standards............................36
            (b)   Fiduciary Accounts........................................36
            (c)   Information in Prospectus.................................37
            (d)   Determination that Sale to Shareholder is Suitable
                  and Appropriate...........................................37
      6.9   Dividend Reinvestment Plan......................................38

 ARTICLE VII - INTENTIONALLY OMITTED........................................42
 ARTICLE VIII INVESTMENT POLICY.............................................
</TABLE>


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<TABLE>
<S>                                                                        <C>
      8.1   General Statement of Policy.....................................42
      8.2   Other Invested Assets...........................................44
      8.3   Restrictions....................................................45

ARTICLE IX LIABILITY OF DIRECTORS,  SHAREHOLDERS AND OFFICERS
            AND OTHER MATTERS...............................................52
      9.1   Exculpation of Directors. Officers and Others...................52
      9.2   Actions Involving, Directors, Officers OR Employees.............52
      9.3   Actions Involving Agents........................................54
      9.4   Determination of Right to Indemnification in Certain Instances..55
      9.5   Successful Defense..............................................56
      9.6   Insurance.......................................................56
      9.7   Subsidiaries of Company.........................................56
      9.8   Right of Directors, Officers and Others to Own Shares or other
            Property and to Engage in Other Business........................57
      9.9   Transactions Between the Company and Affiliated Persons.........58
      9.10  Restriction of Duties and Liabilities...........................59
      9.11  Persons Dealing with Directors or Officers......................59
      9.12  Reliance........................................................59
      9.13  Income Tax Status...............................................60

ARTICLE X   MISCELLANEOUS...................................................60
      10.1  Inspection of Bylaws............................................60
      10.2  Books, Records, Accountings and Reports.........................60
            (a)   Maintenance of Books and Records..........................60
            (b)   Delivery to a Shareholder and Inspection..................61
      10.3  Checks, Drafts, Etc.............................................62
      10.4  Execution of Contracts, Etc.....................................62
      10.5  Representation of Shares of Other Corporations..................62
      10.6  Annual Report...................................................63
      10.7  Quarterly Reports...............................................63
      10.8  Other Reports...................................................64
      10.9  Provisions of the Company in Conflict with Law or Regulation....64

ARTICLE XI  AMENDMENTS TO BYLAWS............................................65
      11.1  Power of Shareholders...........................................65
      11.2  Power of Directors..............................................66
      11.3  Amendments with Respect to ERISA................................66
</TABLE>


                                      -iii-
<PAGE>

                           AMENDED AND RESTATED BYLAWS
                                       OF
                        WEST COAST REALTY INVESTORS, INC.


                                    ARTICLE I

                                   DEFINITIONS


        1.1 Name. The name of the corporation is "WEST COAST REALTY INVESTORS,
INC.," and is referred to herein as the "Company." As far as practicable and
except as otherwise provided in the Organizational Documents, the Directors
shall manage the business and conduct affairs of the Company, execute all
documents, and sue or be sued in the name of West Coast Realty Investors, Inc.
If the Directors determine that the use of that name is not practicable, legal,
or convenient, they may use another designation or adopt another name under
which the Company may hold property or conduct its activities.


        1.2 Nature of Company. The Company is a corporation organized under the
laws of the State of Delaware. The Company shall carry on business as a "real
estate investment trust" (hereinafter called "REIT").



                                      -1-
<PAGE>

        1.3 Definitions. For purposes of these Bylaws, the following terms shall
have the respective meanings set forth below in this Section 1.3 unless the
context requires otherwise. In these Bylaws, words in the singular number
include the plural, and words in the plural number include the singular.

        "Acquisition Expenses." All expenses including but not limited to legal
fees and expenses, travel and communication expenses, costs of appraisals,
nonrefundable option payments on property not acquired, accounting fees and
expenses, title insurance, and miscellaneous expenses related to selection and
acquisition of properties, whether or not acquired.

        "Acquisition Fees." The total of all fees and commissions paid by any
party to any party in connection with making or investing in mortgage loans or
the purchase, development, or construction of a Property by the Company,
including any real estate commission, selection fee, Development Fee,
Construction Fee, non-recurring management fee, loan fees or points, or any fee
of a similar nature, however designated, but not to include any Development Fees
or Construction Fees paid to persons not affiliated with the sponsor in
connection with the actual development and construction of a project.





                                      -2-

<PAGE>




        "Affiliate." An Affiliate of another Person includes any of the
following (a) any Person directly or indirectly controlling, controlled by or
under common control with such other Person, (b) any person directly or
indirectly owning, controlling or holding with power to vote 100 or more of the
outstanding voting securities of such other Person, (c) any executive officer,
director, trustee or general partner of such other Person, (d) any legal entity
for which such Person acts as an officer, director, trustee or partner, and (e)
any Person 10% or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with power to vote by such other Person.

        "Annual Meeting of Shareholders." The Annual Meeting as described in
Section 3.2 below.

        "Annual Report." The Annual Report (described in Section 10.6, below)
shall contain financial statements prepared in accordance with generally
accepted accounting principles which are audited and reported upon by
independent certified public accountants.

        "Appraisal." The value of, as of the date of the Appraisal of real
property in its existing state or in a state to be created, as determined by an
Independent Expert. The Directors may in good faith rely on a previous Appraisal
made on behalf of other Persons, provided, (a) it meets these standards and was
made in connection with an investment in which the Company acquires an entire or
participating interest, or (b) it was prepared not earlier than two years prior
to the acquisition by the Company of its interest in the real property. In
appraising Properties, appraisers may take into consideration each of the
specific terms and conditions of a purchase,



                                      -3-
<PAGE>

including any leaseback or other guarantee arrangement. An Appraisal may not
necessarily represent the cash value of the Property but may consider the value
of the income stream from the Property plus discounted value of the fee
interest, and other terms of the purchase.

        "Average Invested Assets." The average of the aggregate book value, for
any period, of the assets of the Company invested, directly or indirectly, in
equity interests in and loans secured by real estate, before reserves for
depreciation or bad debts or other similar non-cash reserves. Average Invested
Assets is computed by taking the average of such values at the end of each month
during such period.

        "Bylaws." These Bylaws and all amendments, restatements, or
modifications thereof. References in these Bylaws to "herein," "hereof," and
"hereunder" shall be deemed to refer to these Bylaws and shall not be limited to
the particular text, article, or section in which such words appear.

        "Code." The Internal Revenue Code of 1986, as amended.

        "Competitive Commission." The real estate or brokerage commission paid
for the purchase or sale of a Property which is reasonable, customary and
competitive in light of the size, type and location of the Property.

        "Construction Fee." A fee or other remuneration for acting as general
contractor and/or construction manager to construct improvements, supervise and
coordinate projects or to provide major repairs or rehabilitation on a Company's
Property.

        "Development Fee." A fee for the packaging of the Company's Property,
including negotiating and approving plans, and undertaking to assist in
obtaining zoning and



                                      -4-
<PAGE>

necessary variances and necessary financing for the specific Property, either
initially or at a later date.

        "Directors." As of any particular time, the members of the board of
directors of the Company holding office at such time.





                                      -5-

<PAGE>


        "Independent Expert." A Person with no material current or prior
business or personal relationship with the Directors who is engaged to a
substantial extent in the business of rendering opinions regarding the value of
assets of the type held by the Company.

        "Invested Assets." For any fiscal quarter the total assets (other than
intangibles) of the Company valued at cost before deducting depreciation or
other noncash reserves, less liabilities. Invested Assets is computed by taking
the average of such values at the end of each month during such quarter.


        "Net Income." For any period, the total revenues applicable to such
period, less expenses applicable to such period, other than additions to
reserves for depreciation or bad debts or other similar non-cash reserves.

        "Operating Expenses." The aggregate annual expenses of every character
paid or incurred by the Company as determined in accordance with generally
accepted accounting principles, as determined by independent accountants
selected by the Directors, excluding, however, the following: (a) the expenses
of raising capital such as Organization and Offering Expenses, legal, audit
accounting, underwriting, brokerage, listing, registration and other fees,
printing and such other expenses, and tax incurred in connection with the
issuance, distribution, transfer, registration, and stock exchange listing of
the Company's securities; (b) interest (i.e., the cost of money


                                      -6-
<PAGE>

borrowed by the Company); (c) taxes on income, taxes and assessments on real
property and all other taxes applicable to the Company; (D) Acquisition Fees,
Acquisition Expenses, real estate commissions on resale of Property, and other
expenses connected with the acquiring, financing, refinancing, disposing of,
maintaining, managing and owning real estate equity interests, mortgage loans,
or other property (including the costs of foreclosure, insurance premiums, legal
services, maintenance, repair and improvement of property); and (E) non-cash
expenditures (including depreciation, amortization and bad debt reserve).

        "Organization and Offering Expenses." All expenses incurred by and to be
paid from the assets of the Company in connection with and in preparing the
company's securities for registration and subsequently offering and distributing
them to the public, including, but not limited to, total underwriting and
brokerage discounts and commissions (including fees of the underwriters'
attorneys), expenses for printing, engraving, mailing, salaries, registrars,
trustees, escrow holders, depositaries, experts, expenses of qualification of
the sale of the securities under Federal and State laws, including taxes and
fees, accountants' and attorneys' fees.

        "Organization Documents." The Certificate of Incorporation and the
Bylaws of the Company.

        "Person." Any natural person, partnership, corporation, association,
trust, limited liability company or other legal entity.

        "Property" or "Properties." All properties or any interest in a property
acquired directly or indirectly by the Company, including any direct or indirect
investment in any interest



                                      -7-
<PAGE>

in land, leasehold interests, buildings, structures, improvements, fixtures,
equipment and furnishings in connection with land, and rights or interests in
land, whether equity or debt, or any entity, partnership or venture whose
principal purpose is to make any such investment or investments. Reference to a
"Property" shall be to any one of them.

        "Prospectus." The meaning given to that term by Section 2(10) of the
Securities Act of 1933, including a preliminary Prospectus; provided, however,
that such term as used herein shall also include an offering circular as
described in Rule 256 of the General Rules and Regulations under the Securities
Act of 1933, as amended, or, in the case of an intrastate offering, any document
by whatever name known, utilized for the purpose of offering and selling
securities to the public.

        "Purchase Price." The amount actually paid or allocated to the purchase,
development, construction or improvement of a Property exclusive of Acquisition
Fees and Acquisition Expenses.

        "Real Estate Investment Trust" or "REIT." A real estate investment
trust, as defined in Part II, Subchapter M of Chapter 1 (Sections 856-860) of
the Code.

        "Rollup." A transaction involving the acquisition, merger, conversion or
consolidation either directly or indirectly of the Company and the issuance of
securities of a Rollup Entity. Such term does not include (a) a transaction
involving securities of the Company that have been listed for at least twelve
months on a national securities exchange or traded through the National
Association of Securities Dealers Automated Quotation National Market System or
(b) a transaction involving the conversion to corporate, trust or association
form of only the Company if, as a consequence of the transaction, there will be
no significant adverse



                                      -8-
<PAGE>

change in any of the following (i) the Shareholders' voting rights, (ii) the
term of existence of the Company, OR (III) the Company's investment objectives.

        "Rollup Entity." A partnership, REIT, corporation, trust or other entity
that will be created or would survive after the successful completion of a
proposed Rollup transaction.

        "Shares." Shares of common stock of the Company.

        "Shareholders." The beneficial holders of the Company's Shares.

        "Sponsor." Any person directly or indirectly instrumental in organizing
the Company, wholly or in part, or who will manage or participate in the
management of the Company and its Affiliates. "Sponsor" does not include any
unaffiliated person whose only relationship with the Company is that of an
independent property manager receiving compensation from the Company as such,
and unaffiliated third parties such as attorneys, tax preparers, accountants and
underwriters whose only compensation from the Company is for the professional
services rendered in connection with the offering of the Company's securities or
the operations of the Company. A person may also be a Sponsor of the Company by
(a) taking the initiative directly or indirectly in founding or organizing the
business or enterprise of the Company, either alone or in conjunction with one
or more other persons, (b) receiving a material participation in the Company in
connection with the founding or organization of the business of the Company in
consideration of services or property or both services and property, (c) having
a substantial number of relationships and contacts with the Company, (d)
possession significant rights to control the Company's properties, (e) receiving
fees for providing services to the Company which are paid on a basis that is not
customary in the industry, or (f) providing goods



                                      -9-
<PAGE>

or services to the Company on a basis which was not negotiated at arms' length
with the Company.

        "Unimproved Real Property." The real property of the Company which has
the following three characteristics: (a) An equity interest in real property
which was not acquired for the purpose of producing rental or other operating
income; (b) Has no development or construction in process on such land; and (c)
No development or construction on such land is planned in good faith to commence
on such land within one year.

        "Value." For the purposes of calculating maximum indebtedness pursuant
to section 8.3(d) herein, the Value of a single Property shall the greater of:

        (a) The original purchase price; or
        (b) The fair market value, as determined by the Company's Board of
            Directors.

The Board of Directors may use outside appraisals to assist it in determining
fair market value, but is under no obligation to do so.

                                   ARTICLE II

                                     OFFICES

        2.1 Principal Office. The principal office for the transaction of the
business of the Company is hereby fixed and located at 5933 West Century
Boulevard, Ninth Floor, Los Angeles, California.

        The Board of Directors is hereby granted full power and authority to
change said principal office from one location to another within or without the
State of Delaware.

        2.2 Other Offices. The Board of Directors may establish branch or
subordinate offices at any time at any place or places as the Board of Directors
may from time to time determine or as the business of the Company may require.

                                   ARTICLE III

                            MEETINGS OF SHAREHOLDERS

        3.1 Place of Meetings. All annual and all other meetings of shareholders
shall be held at the principal office of the Company, or at any other place
within or without the State



                                      -10-
<PAGE>

of Delaware which may be designated by the Board of Directors, pursuant to
authority hereinafter granted to said board.

        3.2 Annual Meetings.

            (a) Time of Holding. The Annual Meetings of Shareholders shall be
held on the first Tuesday in June of each year, commencing in June of 1990, at
10:00 a.m., or such other date as is fixed by the Directors; provided, however,
that should that day fall on a legal holiday, then any such Annual Meeting of
Shareholders shall be held at the same time and place on the next day thereafter
ensuing which is not a legal holiday. The Company's Annual Report shall be
delivered to Shareholders within 30 days prior to the date of the Annual
Meetings and the Company's Directors shall take reasonable action to insure such
delivery. At such meetings, Directors shall be elected, reports of the affairs
of the Company shall be considered, and any other business that is within the
powers of the Shareholders may be transacted.

            (b) Notice. Written notice of each Annual Meeting shall be given to
each Shareholder of record entitled to vote, either personally or by first-class
mail or other means of written communication, charges prepaid, addressed to such
Shareholder at his address appearing on the books of the Company or given by him
to the Company for the purpose of notice, except if notice need not be given.
pursuant to Section 230(b) of the Delaware General Corporation Law. Notice shall
be deemed to have been given at the time when delivered personally or deposited
in the mail or sent by other means of written communication. All such notices
shall be sent to each Shareholder entitled thereto not less than 15 days nor
more than 60 days before each Annual Meeting, shall specify the place, the day,
and the hour of that



                                      -11-
<PAGE>

meeting and those matters that the Board of Directors at the time of the notice
intends to present for action by the Shareholders.

            (c) Affidavit of Notice . An affidavit of the mailing or other means
of giving any notice of any Shareholders, meeting shall be executed by the
Secretary, Assistant Secretary or any transfer agent of the Company giving the
notice, and shall be filed and maintained in the minute book of the Company.

        3.3 Special Meetings and Notice Thereof.

            (a) How Called. Special meetings of the Shareholders for any purpose
whatsoever may be called at any time by the Chief Executive Officer, President
or the Chairman of the Board, by a majority of the Directors, by a majority of
the Directors, or by Shareholders holding an aggregate of not less than 10% of
the outstanding Shares of the Company. If a meeting is called by any Person or
Persons other than the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President, a request shall be made in writing,
specifying the specific nature of the business proposed to be transacted and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board, the President, or the
Secretary of the Company. The officer receiving the request shall cause notice
to be given to the Shareholders entitled to vote in accordance with the
provisions of this Article III within 10 days of the request. Any special
meeting will be held at the time requested by the Person or Persons calling the
meeting, not less than 15 nor more than 60 days after the receipt of the
request. If the notice is not given within 10 days after receipt of the request,
the Person or Persons requesting the meeting may give the notice. Nothing
contained in this Section 3.3(a) shall be construed as a limiting, fixing, or



                                      -12-
<PAGE>

affecting the time when a meeting of Shareholders called by action of the Board
of Directors may be held.

            (b) Notice. Unless otherwise provided in Title 8 of the Delaware
Corporation Law, notice of a special meeting shall be given in the same manner
as for Annual Meetings of Shareholders. Notices of any special meeting shall
specify, in addition to the place, date and hour of such meeting, the purpose or
purposes for which the special meeting is called and that no other business may
be transacted at the special meeting.

        3.4 Adjourned Meetings and Notice Thereof. Whether or not a quorum is
present, any annual or special Shareholders meeting may be adjourned from time
to time by the Chairman of the meeting. In the absence of a quorum no other
business may be transacted at such meeting, however.

        It shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting other than by announcement at
the meeting at which such adjournment is taken, provided, however, that if any
annual or special Shareholders' meeting is adjourned for more than 30 days or if
after the adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given as in the case of a special
meeting.

        3.5 Voting at Meetings of Shareholders.

            Subject to the right of the Board of Directors to provide otherwise,
only persons in whose name Shares entitled to vote are registered on the stock
records of the Company on the record date, or if no record date is designated on
the day immediately



                                      -13-
<PAGE>

preceding the date upon which notice of any meeting of Shareholders is given, as
provided in this Article, shall be entitled to notice of and to vote at such
meeting, notwithstanding any transfer of any Shares on the books of the Company
after such record date; provided, however, such record date shall not be more
than sixty (60) days nor less than ten (10) days prior to such meeting.



        3.6 Quorum. The presence in person or by proxy of a majority of the
Shares entitled to vote at any meeting shall constitute a quorum for the
transaction of business. Except as provided in the next sentence, the
affirmative vote of a majority of the Shares represented and voting at a duly
held meeting at which a quorum is present shall be an act of the Shareholders,
unless a vote of a greater number is required by the Certificate of
Incorporation or these Bylaws. The Shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough Shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the Shares required to constitute a quorum.

        3.7 Waiver of Notice. Anything herein to the contrary notwithstanding,
notice of any meeting of Shareholders need not be given to any Shareholder who
in person or by proxy shall have waived in writing notice of the meeting, either
before or after such meeting, or who shall attend the meeting in person or by
proxy, unless he attends for the express purpose of



                                      -14-
<PAGE>

objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. All such written waivers
shall be filed with the Company's records or made a part of the minutes of the
meeting.

        3.8 Proxies. Every person entitled to vote or execute consents shall
have the right to do so either in person or by one or more agents authorized by
a written proxy executed by such person or his duly authorized agent, provided
that no such proxy shall be valid after the expiration of 36 months from the
date of its execution unless the person executing it specifies therein the
length of time for which such proxy is to continue in force.

        A proxy shall be deemed signed if the Shareholder's name is placed on
the proxy in writing by the Shareholder or the Shareholder's attorney in fact. A
validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless revoked by the Person executing it
before the vote pursuant to that proxy by (1) a writing delivered to the Company
stating that the proxy is revoked, (2) execution of a subsequent proxy, (3)
attendance at the meeting and voting in person, or (4) transfer of the Shares
represented by the proxy to a transferee who becomes a Shareholder of record
prior to the record date established for the vote. Such validly executed proxy
otherwise may be revoked by written notice of the death or incapacity of the
maker of that proxy received by the Company before the vote pursuant to that
proxy is counted.

        3.9 Inspectors of Election. Before any meeting of Shareholders, the
Board of Directors may appoint any Persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the Chairman of the meeting may, and on the request
of any Shareholder or a Shareholder's proxy shall, appoint



                                      -15-
<PAGE>

inspectors of election at the meting. The number of inspectors shall be one or
three. If inspectors are appointed at a meeting on the request of one or more
Shareholders or proxies, the holders of a majority of Shares or their proxies
present at the meeting shall determine the precise number of inspectors to be
appointed. If any Person appointed as inspector fails to appear or fails or
refuses to act, the Chairman of the meeting may, and upon the request of any
Shareholder or a Shareholder's proxy shall, appoint a Person to fill that
vacancy.

        These inspectors shall: (a) Determine the number of Shares outstanding
and the voting power of each, the Shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents; (c) Hear and determine all challenges
and questions in any way arising in connection with the right to vote; (d) Count
and tabulate all votes, ballots or consents; (e) Determine when the polls shall
close; (f) Determine the result; and (g) Do any other acts that may be proper to
conduct the election or vote with fairness to all Shareholders.

                                   ARTICLE IV

                                    DIRECTORS

        4.1 Powers. Subject to limitations of the Certificate of Incorporation,
the Bylaws, and the Delaware Corporation Law relating to action required to be
authorized or approved by the Shareholders or the outstanding Shares, and
subject to the duties of Directors as prescribed by the Bylaws, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the Company shall be controlled by, the Board of Directors.



                                      -16-
<PAGE>

        4.2 Number and Qualification of Directors. The authorized number of
Directors may be increased or decreased by the Directors or Shareholders, but
shall be not less than three (3) nor more than seven (7).

        4.3 Election and Term of Office. The Directors shall be elected at each
Annual Meeting of Shareholders. All Directors shall hold office until the first
annual meeting of the Shareholders or until their respective successors are
elected and qualified.

        4.4 Vacancies. Vacancies in the Board of Directors may be filled by a
majority of the remaining Directors (even if less than a quorum) or by a sole
remaining Director, except that a vacancy created by the removal of a Director
by the vote or written consent of the Shareholders or by court order may be
filled only by the vote of a majority of the Shares entitled to vote represented
at a duly held meeting at which a quorum is present or by the written consent of
holders of a majority of the outstanding Shares entitled to vote. Each Director
so elected shall hold office until his successor is elected at an Annual or a
special meeting of the Shareholders.

        A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation, or removal of any Director, if the
authorized number of Directors is increased, or if the Shareholders fail to
elect the authorized number of Directors to be voted for at any meeting at which
any Director or Directors are elected.

        Any Director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of Directors.
The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors.



                                      -17-
<PAGE>

        If the Board of Directors accepts the resignation of a Director tendered
to take effect at a future time, the Board or the Shareholders shall have the
power to elect a successor to take office when the resignation is to become
effective.



        No reduction in the authorized number of Directors shall have the effect
of removing any Director prior to the expiration of his term of office.

        4.5 Place of Meeting. Regular meetings of the Board of Directors shall
be held at any place which has been designated from time to time by the Chairman
of the Board or by written consent of all members of the Board. In the absence
of such designation, regular meetings shall be held at the principal office of
the Company. Special meetings of the Board may be held either at a place so
designated or at the principal office. Special meetings of any committee
established hereunder shall be held at any place designated by the Chairman of
the committee or all members of the committee or at the principal office.
Members of the Board and any such committee may participate in a meeting through
use of conference telephone or similar communication equipment, so long as all
members participating in such meeting can hear one another. Participation in a
meeting by means of the above described procedure shall constitute presence in
person at such meeting.

        4.6 Annual Meeting. Unless the Board of Directors decides otherwise, it
shall hold a regular meeting for the purpose of election of officers and the
transaction of other business immediately following each Annual Meeting of
Shareholders. Notice of that meeting is hereby dispensed with.



                                      -18-
<PAGE>

        4.7 Special Meetings. Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the Board, the
President, the Vice President, the Secretary, or any two Directors. Special
meetings of any committee established hereunder may be called by the Chairman of
the Board or any two members of that committee.

        Written notice of the time and place of special meetings of the Board of
Directors, or any committee established hereunder, shall be delivered personally
to the Directors or committee members or sent to each Director or committee
member by mail or by other form of written communication, charges prepaid,
addressed to him at his address as it appears upon the records of the Company
or, if that address is not so shown or is not readily ascertainable, at the
place in which the meetings of Directors are regularly held. If that notice is
mailed, it shall be deposited in the United States mail in the location of the
Company's principal office at least 4 days before the meeting. If that notice is
delivered personally or telegraphed, it shall be so delivered or deposited with
the telegraph company at least 48 hours before the meeting in the case of a
meeting of the Board of Directors, or at least 24 hours before the meeting in
the case of a committee meeting. In addition to the written notice pursuant to
this paragraph, notice of meetings of committees established hereunder may also
be given orally by the Chairman of the Board or President, either personally or
by telephone, at least 24 hours before the meeting. Any such mailing,
telegraphing, delivery, or oral communication shall be due, legal, and personal
notice to such Director.

        4.8 Adjournment. Irrespective of whether they constitute a quorum, a
majority of the Directors present may adjourn any Directors, meeting to another
time and place.



                                      -19-
<PAGE>

        4.9 Notice of Adjournment. If a meeting is adjourned for more than 24
hours, before the time of reconvening the adjourned meeting, notice thereof
shall be given to the Directors who were not present at the time of adjournment.
Such notice shall be given pursuant to Section 4.7.

        4.10 Entry of Notice. Whenever any Director has been absent from any
special meeting of the Board of Directors, an entry in the minutes to the effect
that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of that special meeting was given to such Director as
required by law and the Bylaws of the Company.

        4.11 Waiver of Notice. The transactions of any meeting of the Board of
Directors, however called and noticed and wherever held, shall be as valid as
though conducted at a meeting duly held after regular call and notice if a
quorum is present and if either before or after the meeting each of the
Directors not present signs a written waiver of notice of or consent to holding
the meeting or' an approval of the minutes thereof. All such waivers, consents,
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

        4.12 Quorum. Except to adjourn as hereinabove provided, a majority of
the authorized number of Directors or number of members of any committee
established hereunder, as the case may be, shall be necessary to constitute a
quorum for the transaction of business. Every act or decision of a majority of
the Directors or committee members at a meeting duly held at which a quorum is
present shall be regarded as an act of the Board of Directors unless a greater
number is required by law or by the any of the organizational Documents.
However, a. meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of Directors or committee
members, provided that unless otherwise expressly



                                      -20-
<PAGE>

permitted by these Bylaws, any action taken under those circumstances must be
approved by at least a majority of the required quorum for such meeting.

        4.13 Fees and Compensation. The Directors shall be entitled to receive
such reasonable compensation for their services as Directors may fix or
determine from time to time. The Directors shall also be entitled to receive
remuneration either directly or indirectly for services rendered to the Company
in any other capacity. Such services may include, without limitation, services
as an officer of the Company, legal, accounting, or other professional services,
or services as a broker, transfer agent, or underwriter, whether performed by a
Director or any person affiliated with a Director.

        4.14 Action without Meeting. Any action required or permitted to be
taken by the Board of Directors under the Delaware Corporation Law may be taken
without a meeting if all members of the Board individually or collectively
consent in writing to such action. Any such consent or consents shall be filed
with the minutes of the meetings of the Board.

        4.15 INTENTIONALLY OMITTED.




                                      -21-
<PAGE>

      4.16  Qualification and Removal of Directors for Cause. A Director who has
been declared of unsound mind by an order of court, or who has pled guilty or
nolo contendere to or been convicted of a felony involving moral turpitude shall
not be qualified to be a Director and the Board of Directors may declare vacant
the office of a Director who is so disqualified.



                                      -24-
<PAGE>

        4.17 Removal of Director without Cause. Any or all Directors may be
removed without cause if their removal is approved by the affirmative vote of a
majority of the outstanding Shares entitled to vote. Any reduction of the
authorized number of Directors shall not operate to remove any Director prior to
the expiration of such Director's term of office.

        4.18 Experience of Directors. A Director shall have had at least three
years of relevant experience demonstrating the knowledge and experience required
to successfully acquire and manage the type of assets being acquired by the
Company. At least one of the Directors shall have three years of relevant real
estate experience.

                                    ARTICLE V

                                    OFFICERS

        5.1 Officers. The officers of the Company shall be a chairman of the
Board, a President, a Secretary, a Chief Financial Officer (Treasurer), and such
other officers with such titles and duties as may be appointed in accordance
with the provisions of Section 5.3 hereof. Any number of offices may be held by
the same person.

        5.2 Election. The officers of the Company, except such officers as may
be appointed in accordance with the provisions of Section 5.3 or Section 5.5
hereof, shall be chosen annually by the Board of Directors, and each shall hold
his office until he resigns, is removed, is otherwise disqualified to serve, or
his successor is elected and qualified.

        5.3 Subordinate Officers. The Board of Directors may appoint such other
officers as the Company's business requires, each of whom shall hold office for
such period, have such authority and perform such duties as are provided in the
Bylaws or as the Board of Directors may from time to time determine.



                                      -25-
<PAGE>

        5.4 Removal and Resignation. A majority of Directors may remove any
officer with or without cause at any regular or special meeting of the Board.

        Any officer may resign at any time by giving written notice to the
Company's Board of Directors, Chairman, President or Secretary. Any such
resignation shall take effect at the date of the receipt of such notice or any
later time specified therein. Unless otherwise specified therein, the acceptance
of such a resignation shall not be necessary to make it effective.

        5.5 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner
prescribed in the Bylaws for regular appointments to such office.

        5.6 Chairman of the Board. The Chairman of the Board shall be the Chief
Executive officer of the Company, and, if present, preside at all meetings of
the Board of Directors and Shareholders and exercise and perform all such other
powers and duties as may from time to time be assigned to him by the Board of
Directors or prescribed by the Bylaws. He shall be an ex-officio member of all
standing committees of the Board.

        5.7 President. Subject to the Board of Directors and the supervisory
powers of the Chairman of the Board, the President shall have general
supervision, direction and control of the business of the Company. He shall
preside at meetings of the Shareholders or at meetings of the Board of Directors
if the Chairman is absent. He shall have general powers and duties of
management, together with such other powers and duties as may be prescribed by
the Board of Directors.



                                      -26-
<PAGE>

        5.8 Vice Presidents. In the absence or disability of the President, the
Vice Presidents in order of their rank as fixed by the Board of Directors or, if
not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall have such other powers and shall perform such other duties as
from time to time may be prescribed for them respectively by the Board of
Directors or the Bylaws.

        5.9 Secretary. The Secretary shall keep a book of minutes at the
Company's principal place of business or at such other place of business as the
Directors may order. These minutes shall record the proceedings of Director and
Shareholder meetings and shall set forth the following items with respect to
each such meeting: its time and place; its quality as regular or special; the
manner of notice given; for Director meetings, the names of those present; for
Shareholder meetings, the number of Shares present, or represented; and, for
special meetings, the manner in which authorized.

        The Secretary shall keep a Stock Ledger or duplicate thereof at the
Company's principal office or at the office of the Company's transfer agent.
This Stock Ledger shall set forth the names of the Shareholders in alphabetical
order and their addresses, the number and classes of Shares held by each
(whether in certificate or "unissued certificate" form), the number and the date
of certificates issued for the same, if any, and the number and date of
cancellation of every certificate surrendered for cancellation.

        The Secretary shall give notice of all the meetings of the Shareholders
and of the Board of Directors required by the Bylaws or by law, shall keep the
seal of the Company in safe



                                      -27-
<PAGE>

custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board of Directors or the Bylaws.

        5.10 Assistant Secretaries. In the absence or disability of the
Secretary, the Assistant Secretaries in order of their rank as fixed by the
Board of Directors or, if not ranked, the Assistant Secretary designated by the
Board of Directors, shall perform all the duties of the Secretary and, when so
acting, shall have all the powers of and be subject to, all the restrictions
upon the Secretary. The Assistant Secretaries shall have such other powers and
shall perform such other duties as from time to time may be prescribed for them
respectively by the Board of Directors or the Bylaws.

        5.11 Treasurer. The Chief Financial Officer shall be the Treasurer. The
Treasurer shall keep and maintain, or cause to be kept and maintained, adequate
and correct accounts of the properties and business transactions of the Company,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus, and Shares.

        The Treasurer shall deposit all moneys. and other valuables in the name
and to the credit of the Company with such depositaries as may be designated by
the Board of Directors. He shall be responsible for the proper disbursement of
the Company's funds as may be ordered by the Board of Directors and shall render
to the Chairman or Directors, whenever they request it, an account of all of his
transactions as Treasurer and of the financial condition of the Company. The
Treasurer shall prepare a proper annual budget of income and expenses for each
calendar year, revised quarterly, for approval of or revision by the Board of
Directors, and shall be responsible for the handling of finances in connection
therewith. He shall have such other powers and shall perform such other duties
as may be prescribed by the Board of Directors. He



                                      -28-
<PAGE>

shall see that all officers signing checks and all offices and employees
handling cash, are, if required by the Board of Directors, bonded in such
amounts as may be fixed from time to time by the Board of Directors.

        5.12 Assistant Financial Officers. In the absence of or disability of
the Treasurer, the Assistant Financial Officers in order of their rank or, if
not ranked, the Assistant Financial officer designated by the Board of
Directors, shall perform all the duties of the Treasurer and, when so acting,
shall have the powers of and be subject to, all the restrictions upon the
Treasurer. The Assistant Financial Officer shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the Board of Directors or the Bylaws.

                                   ARTICLE VI

                                 SHARES OF STOCK

        6.1 Registered Ownership, Share Certificates and Shares in
"Uncertificated" Form. Shares shall be certificated and transferred in
accordance with these Bylaws, but need not be certificated unless the
Shareholder elects to have Share certificates issued to him. The Persons in
whose names certificates or Shares in "uncertificated" form are registered on
the records of the Company shall be deemed the absolute owners of the Shares
represented thereby for all purposes of the Company. However, nothing herein
shall preclude the Directors or officers or their agents and representatives
from inquiring as to the actual ownership of Shares. Until a transfer is duly
effected on the records of the Company, the Directors shall not be affected by
any notice of such transfer, either actual or constructive. The receipt by the
Person in whose name any Shares are registered on Company records by his duly
authorized agent or, if such Shares are so registered in the names of more than
one Person, the receipt of any one of



                                      -29-
<PAGE>

those Persons or duly authorized agent thereof shall be a sufficient discharge
for all dividends or distributions payable or deliverable in respect of those
Shares and from all liability to see the application thereof. The certificates
of Shares shall be in such form consistent with the Certificate of Incorporation
and the laws of the State of Delaware as shall be approved by the Board of
Directors. All such certificates shall be signed by the Chairman of the Board,
the President, or a vice President and by the Treasurer, an Assistant Financial
Officer, the Secretary, or any Assistant Secretary, certifying the number of
Shares and the class or series of Shares owned by the Shareholder. Any or all of
the signatures on the certificate may be facsimile.

        6.2 Transfer of Shares. Subject to the provisions of law and of Sections
6.3, 6.4, and 6.5 hereof, Shares shall be transferable on the records of the
Company only by the record holder thereof or by his duly authorized agent. Such
transfers will only be made upon delivery to the Directors or a transfer agent
of (i) the certificate or certificates therefor (unless held in "uncertificated"
form, in which case an executed stock power duly guaranteed must be delivered),
properly endorsed or accompanied by duly executed instruments of transfer, and
(ii) all necessary documentary stamps together with such evidence of the
genuineness of each endorsement, execution, or authorization and of other
matters as the Directors or such transfer agent may reasonably require. Upon
such delivery, the transfer shall be recorded in the records of the Company,
and, if requested, a new certificate for the Shares so transferred shall be
issued to the transferee. In case of a transfer of only a part of the Shares
represented by any certificate or account, a new certificate or statement of
account for the balance shall be issued to the transferor. Any Person becoming
entitled to any Shares in consequence of the death of a Shareholder or otherwise
by operation of law shall be recorded as the holder of such Shares and, if
requested, shall receive a new certificate therefor upon delivery to the
Directors or a transfer



                                      -30-
<PAGE>

agent of (i) instruments and other evidence required by the Directors or the
transfer agent to demonstrate such entitlement, (ii) the existing certificate or
appropriate instrument of transfer if held in "uncertificated" form for such
Shares, and (iii) necessary releases and authorizations from applicable
governmental authorities. Nothing in these Bylaws shall impose upon the
Directors or a transfer agent a duty to, or limit their rights to, inquire into
adverse claims.

        6.3 Shareholders' Disclosures: Redemption of Shares. The Shareholders
shall upon demand disclose to the Directors in writing such information with
respect to direct and indirect ownership of the Shares as the Directors deem
necessary to comply with the provisions of the Internal Revenue Code and the
regulations thereunder as the same shall be from time to time amended, or to
comply with the requirements of any other taxing authority. If the Directors
shall at any time and in good faith be of the opinion that direct or indirect
ownership of Shares of the Company has or may become concentrated to an extent
that the Company is disqualified as or is in danger of being disqualified as a
REIT under the REIT Provisions of the Internal Revenue Code, the Directors shall
have the power by lot or other means deemed equitable by them to prevent the
transfer of and/or call for redemption a number of such Shares sufficient in the
opinion of the Directors to remove that danger of disqualification or to
maintain or bring the direct or indirect ownership of Shares of the Company into
conformity with the requirements for such a REIT. The redemption price shall be
(i) the last reported sale price of the Shares on the last business day prior to
the redemption date on the principal national securities exchange on which the
Shares are listed or admitted to trading, or (ii) if the Shares are not so
listed or admitted to trading, the average of the highest bid and lowest asked
prices on such last business day as reported by the NASDAQ, National Quotation
Bureau Incorporated or a similar organization selected by the Company for such
purpose, or (iii) if not determined as



                                      -31-
<PAGE>

aforesaid, as determined in good faith by the Directors. From and after the date
fixed for redemption by the Directors, the holder of any Shares so called for
redemption shall cease to be entitled to dividends, distributions, voting rights
and other benefits with respect to such Shares, excepting only to the right to
payment of the redemption price fixed as aforesaid. For the purpose of this
Section 6.3, the term "individual" shall be construed as provided in Section
542(a)(2) of the Internal Revenue Code or any successor provisions and
"ownership" of Shares shall be determined as provided in Section 544 of the
Internal Revenue Code or any successor provision.

        If the total Shares held by any Shareholder is less than 100, the
Company may at its election redeem those Shares at a redemption price determined
under the principles set forth in the preceding paragraph of this Section 6.3.

        6.4 Right to Refuse to Transfer Shares. Whenever it is deemed by them to
be reasonably necessary to protect the tax status of the Company, the Directors
may require a statement or affidavit from each Shareholder or transferee in a
proposed transfer of Shares or warrants or similar rights to purchase Shares,
including without limitation (i) any proposed exercise of warrants or similar
rights to purchase Shares; and (ii) any proposed conversion of a convertible
security into Shares setting forth the number of Shares (and warrants, rights or
options to purchase Shares) already owned by him and any related Person
specified in the form prescribed by the Directors for that purpose. If, in the
opinion of the Directors, which shall be conclusive upon any proposed transferor
or proposed transferee of Shares, any such proposed transfer or exercise would
jeopardize the status of the Company as a REIT under the Internal Revenue Code
as now enacted or as hereafter amended, or place the Company in jeopardy of
having its assets treated as "plan assets" under ERISA, the Directors may refuse
to permit such



                                      -32-
<PAGE>

transfer or exercise. Any attempted transfer or exercise as to which the
Directors have refused their permission shall be void and of no effect to
transfer any legal or beneficial interest in the Shares. All contracts for the
sale or other transfer or exercise of Shares shall be subject to this provision.

        6.5 Limitation on Acquisition of Shares.

            (a) Subject to the provisions of Section 6.5(b), no person may own
in excess of 9.9 percent of the total outstanding Shares, and no Shares shall be
transferred or issued to any person if, following such transfer, such person's
direct or indirect ownership of Shares would exceed this limit. For the purpose
of this Section 6.5, ownership of Shares shall be computed in accordance with
Internal Revenue Code Sections 542(a) and 544.

            (b) If Shares are purportedly acquired by any person in violation of
this Section 6.5, such acquisition shall be valid only to the extent it does not
result in a violation of this Section 6.5, and such acquisition shall be null
and void with respect to the excess ("Excess Shares"). Excess Shares shall be
deemed to have been acquired and to be held on behalf of the Company, and, as
the equivalent of Treasury Shares for such purpose, shall not be considered to
be outstanding for quorum or voting purposes, and shall not be entitled to
receive dividends, interest, or any other distribution.

            (c) This Section 6.5 shall apply to the acquisition of Shares only
after conclusion of the Company's initial public offering of its Shares and by
means other than through the Company's Dividend Reinvestment Plan and a
Shareholder will not be required to dispose of Excess shares acquired prior to
the conclusion of that offering. So long as any person so holds more than 9.9
percent of the outstanding Shares, a lower percentage limit may be



                                      -33-
<PAGE>

established by the Directors to the extent necessary to assure, to the extent
possible, that no five persons own more than 50 percent of the outstanding
Shares.

            (d) The Company shall, if deemed necessary or desirable to implement
the provisions of this Section 6.5, include on the face or back of each Share
certificate issued by the Company an appropriate legend referring the holder of
such certificate to the restrictions contained in this Section 6.5 and stating
that the complete text of this Section 6.5 is on file with the Secretary of the
Company at the Company's offices.

            (e) Nothing herein contained shall limit the ability of the
Directors to impose, or to seek judicial or other imposition of, additional
restrictions if deemed necessary or advisable to protect the Company and the
interests of its Shareholders by preservation of the Company's status as a
qualified real estate investment trust under the Internal Revenue Code.

            (f) If any provision of this Section 6.5 or any application of any
such provision is determined to be invalid by any federal or state court having
jurisdiction over the issue, the validity of the remaining provisions shall not
be affected and the other applications of such provisions shall be affected only
to the extent necessary to comply with the determination of such court.

            (g) For purposes of this Section 6.5, "Shares" means the Shares of
the Company as defined in these Bylaws, and also includes any debt securities of
the Company that are convertible into Shares.

        6.6 Lost, Stolen or Destroyed Certificates. The holder of any Shares
shall immediately notify the Company of any loss, stealing of or destruction of
the certificate therefor,



                                      -34-
<PAGE>

and the Company may issue a new certificate in the place of any certificate
theretofore issued by it alleged to have been lost, stolen or destroyed, upon
approval of the Board of Directors. As a condition to authorizing the issue of
such new certificate, the Board may in its discretion require the owner of the
lost, stolen or destroyed certificate or his legal representative to make proof
satisfactory to the Board of Directors of the loss, stealing thereof or
destruction thereof and to give the Company a bond or other security, in such
amount and with such surety or sureties as the Board of Directors may determine,
as indemnity against any claim that may be made against the Company on account
of any such certificate so alleged to have been lost, stolen or destroyed.

        6.7 Dividends; Dividend Record Date and Closing Stock Books.

            (a) Declaration of Dividend. The Company will, to the extent
possible, declare dividends on a monthly basis, in such amounts as the Directors
determine, based upon the cash flow of the Properties, the operations of the
Company and its financial condition.

            (b) Record Date. In order that the Company may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholder entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.



                                      -35-
<PAGE>

            (c) Dividends in Kind. Dividends in kind shall not be permitted,
except for: (i) Dividends of readily marketable securities; (ii) Dividends of
beneficial interests in a liquidating trust established for the dissolution of
the Company and the liquidation of its assets; or (iii) Dividends of in-kind
property which meet all of the following conditions: (A) The Directors advise
each Shareholder of the risks associated with direct ownership of the property,
(B) The Directors offer each Shareholder the election of receiving in-kind
property distributions, (C) The Directors distribute in-kind property only to
those Shareholders who accept the Directors offer.

        6.8 Suitability of Shareholders. If the Directors determine that there
is not likely to be a substantial and active secondary trading market for the
Shares, the following suitability standards for purchase of the Company's Shares
shall be proposed and implemented unless a state blue sky administrator
determines that such suitability standards may be higher or lower:

            (a) Income and Net Worth Standards.

                (i) Shareholders shall have: (A) a minimum annual gross income
of $45,000 and a minimum Net worth of $45,000; or (B) a minimum Net Worth of
$150,000.

                (ii) Net Worth shall be determined exclusive of home, home
furnishings, and automobiles.

            (b) Fiduciary Accounts. In the case of sales to fiduciary accounts,
these minimum standards shall be met by the beneficiary, the fiduciary account,
or by the donor



                                      -36-
<PAGE>

or grantor who directly or indirectly supplies the funds to purchase the Shares
if the donor or grantor is the fiduciary.

            (c) Information in Prospectus. The Directors shall set forth in the
final Prospectus:

                  (i) the investment objections of the Company; (ii) a
description of the type of Person who might benefit from an investment in the
Company; and (iii) the minimum standards imposed on each Shareholder in the
Company.

            (d) Determination that Sale to Shareholder is Suitable and
Appropriate.

                (i) The Director and each Person selling Shares on behalf of
the Director or Company shall make every reasonable effort to determine that the
purchase of Shares is a suitable and appropriate investment for each
Shareholder.

                (ii) In making this determination, the Director or each Person
selling Shares on behalf of the Director or Company shall ascertain that the
prospective Shareholder: (A) meets the minimum income and net worth standards
established for the Company; (B) can reasonably benefit from the Company based
on the prospective Shareholder's overall investment objectives and portfolio
structure; (C) is able to bear the economic risk of the investment based on the
prospective Shareholder's overall financial situation; and (D) has apparent
understanding of the fundamental risks of the investment; the risk that the
Shareholder may lose the entire investment; the lack of liquidity of the
Company's Shares; the restrictions on transferability of



                                      -37-
<PAGE>

the Company's Shares; the background and qualification of the Director; and the
tax consequences of the investment.

                (iii) The Sponsor or each Person selling Shares on behalf of
the Sponsor or the company will make this determination on the basis of
information it has obtained from a prospective Shareholder. Relevant information
for this purpose will include at least the age, investment objectives,
investment experience, income, Net Worth, financial situation, and other
investments of the prospective Shareholder, as well as any other pertinent
factors.

                (iv) The Sponsor or each Person selling Shares on behalf of
the Sponsor or the Company shall maintain records of the information used to
determine that an investment in Shares is suitable and appropriate for a
Shareholder. The Sponsor or each Person selling Shares on behalf of the Sponsor
or the Company shall maintain these records for at least six years.

                (v) The Sponsor shall disclose in the final Prospectus the
responsibility of the Sponsor and each Person selling Shares on behalf of the
Sponsor or the Company to make every reasonable effort to determine that the
purchase of Shares is a suitable and appropriate investment for each
Shareholder, based on information provided by the Shareholder regarding the
Shareholder's financial situation and investment objectives.

        6.9 Dividend Reinvestment Plan. The Company may provide for a Dividend
Reinvestment Plan provided all material information regarding the distribution
to the Shareholder and the effect of reinvesting such distribution, including
the tax consequences thereof, shall be provided to the Shareholder at least
annually and each Shareholder participating



                                      -38-
<PAGE>

in the plan shall have a reasonable opportunity to withdraw from the plan at
least annually after receipt of said information.



                                      -39-
<PAGE>




                                   ARTICLE VII

                              INTENTIONALLY OMITTED


                                  ARTICLE VIII

                                INVESTMENT POLICY

        8.1 General Statement of Policy. To the extent funds are not fully
invested in real property as described below, the Directors may invest the
Company Assets in investments described in Section 8.2 hereof. Otherwise, the
Directors shall invest the major portion of the Company's Assets in equity
ownership interests in residential, industrial, retail and commercial
income-producing real estate; these investments shall ordinarily be made in
connection with



                                      -42-
<PAGE>

properties having income-producing capabilities. The Directors may also
participate in investments with other investors, including investors who have
the same investment policies.

        The net proceeds of any offering of the Company's shares of Common Stock
(less reserves and except for interim investments) will be initially invested
primarily in residential, retail, commercial and industrial income-producing
real property (directly or through joint ventures permitted hereunder).
Properties may be purchased on an all cash basis, or the Company may finance a
portion of the purchase price of a property through existing debt on the
property, seller financing, third-party financing, or any combination thereof.
The Company may finance improvements or additions to any property by borrowing
and, if necessary to protect or enhance the Company's investment in a property,
may use funds from the sale of other properties or from any other source for
such purposes. The Company may finance a property, refinance existing
indebtedness or acquire additional mortgage debt on that property, or
joint-venture that property with affiliates or otherwise.

        If a sale of a Property occurs, the net proceeds of the sale of such
investment property may be reinvested. All or part of the proceeds of any
Property sold may be distributed to the Shareholders.

        The Directors shall endeavor to invest the Company's assets in
accordance with the investment policies set forth in this Article VIII. However,
the failure so to invest those assets shall not affect the validity of any
investment made or action taken by the Directors.



                                      -43-
<PAGE>

        The general purpose of the Company is to seek income that qualifies
under the REIT Provisions of the Internal Revenue Code. At such time as it is in
the best interest of the Shareholders to do so, the Directors intend to make
investments in such a manner as to comply with the requirements of the REIT
Provisions of the Internal Revenue Code with respect to the composition of the
Company's investments and the derivation of its income; provided, however, that
no Director, officer, employee, agent, investment advisor, or independent
contractor of the Company shall be liable for any act or omission resulting in
the loss of tax benefits under the Internal Revenue Code, except for that
arising from conduct determined to be deliberately fraudulent, a knowing
violation of law or willful misconduct; and provided, further, that during the
period of time that the Company's portfolio of equity investments is being
developed, the Company's Invested Assets may be invested in investments that
generate income that does not qualify under the REIT Provisions of the Internal
Revenue Code.

        8.2 Other Invested Assets. To the extent that the Company has assets not
otherwise invested in accordance with Section 8.1, the Directors may invest such
assets in: (a) obligations of and obligations guaranteed by the United States
Government or any agencies or political subdivisions thereof; (b) obligations of
and or guaranteed by any state, territory, or possession of the United States of
America or any agencies or political subdivisions thereof; (c) banker's
acceptances and evidences of deposits in or obligations of banking institutions,
state and federal savings and loan associations, and savings institutions that
are members of the Federal Deposit Insurance Corporation or of the Federal Home
Loan Bank System; (d) participations in pools of mortgages or bonds and notes
(such as Federal Home Loan Mortgage Corporation participation certificates and
Government National Mortgage Association



                                      -44-
<PAGE>

and Federal National Mortgage Association modified pass-through certificates),
and (e) other short-term investment securities and money market funds.

        8.3 Restrictions. The Company shall not:

            (a) invest in (i) commodities or commodity futures contracts; (ii)
short sales; or (iii) any equity security of any non-governmental issue,
including other real estate investment trusts or limited partnerships for a
period in excess of 18 months except upon unanimous vote of the Directors.

            (b) invest more than 10% of its total assets in unimproved real
property or mortgage loans on unimproved real property;

            (c) Invest in contracts for the sale of real estate;

            (d) incur indebtedness such that the Company's aggregate
indebtedness exceeds 65% of the aggregated Value of real property owned by the
Company. Should aggregate indebtedness exceed 65% of aggregated Value of real
property owned by the Company due to a reduction in fair market value from a
previous determination by the Board of Directors, there shall not be a required
adjustment in borrowing levels until a property is purchased or refinanced. The
amount of secured indebtedness of any single Property shall not exceed 80%.

            (e) Invest in or make mortgage loans unless an Appraisal is obtained
concerning the underlying property except for those loans insured or guaranteed
by a



                                      -45-
<PAGE>

government or government agency. In cases in which a majority of the Directors
so determine, and in all cases in which the transaction is with the Directors,
Sponsor or Affiliates thereof, such an Appraisal must be obtained from an
independent Expert concerning the underlying property. This Appraisal shall be
maintained in the Company's records for at least five years, and shall be
available for inspection and duplication by any Shareholder. In addition to the
Appraisal, a mortgagee's or owner's title insurance policy or commitment as to
the priority of the mortgage or the condition of the title must be obtained.

Further, the Directors shall observe the following policies in connection with
investing in or making mortgage loans: (i) the Company shall not make or invest
in mortgage loans, including construction loans, on any one property if the
aggregate amount of all mortgage loans outstanding on the property, including
the loans of the Company, would exceed an amount equal to 85% of the appraised
value of the property as determined by Appraisal unless substantial
justification exists because of the presence of other underwriting criteria. For
purposes of this subsection, the "aggregate amount of all mortgage loans
outstanding on the property, including the loans of the Company," shall include
all interest (excluding contingent participating in income and/or appreciation
in value of the mortgaged property), the current payment of which may be
deferred pursuant to the terms of such loans, to the extent that deferred,
interest on each loan exceeds 5% per annum of the principal balance of the loan;
and, (ii) the Company shall not make or invest in any mortgage loans that are
subordinate to any mortgage or equity interest of the Directors or any Affiliate
of the Company.

            (f) other than issuance to investors in connection with a public
offering of the Company's Shares, issue options or warrants to purchase Shares
at exercise prices less than their fair market value or for a noncash
consideration that in the judgment of the



                                      -46-
<PAGE>

Directors has a market value less than the value of the Shares on the date of
grant of the options or warrants.

            (g) except as provided in Section 6.3 of these Bylaws, repurchase
any shares or issue "redeemable securities" as defined in Section 2(a)(32) of
the Investment Company Act of 1940;

            (h) purchase any property if the total Acquisition Fees and
Acquisition Expenses paid by any Person with respect to the transaction exceeds
6% of the Purchase Price; notwithstanding the foregoing, a majority of the
Directors not otherwise interested in the transaction may approve fees in excess
of these limits if they determine the transaction to be commercially
competitive, fair and reasonable to the Company.

            (i) encumber any investment Property in an amount greater than 80%
of the Purchase Price thereof;

            (j) issue debt securities to the public unless the historical debt
services coverage (in the most recently completed fiscal year) as adjusted for
known charges is sufficient to properly service that higher level of debt.

            (k) pay any real estate commission on the resale of Property,
unless, if a Director or any Affiliate provides a substantial amount of the
services in the effort to sell the property of the Company, then that Person may
receive up to one-half of the brokerage commission paid but in no event to
exceed an amount equal to 3% of the contracted for sales price. In addition, the
amount paid when added to the sums paid to unaffiliated parties in such a



                                      -47-
<PAGE>


capacity shall not exceed the lesser of the Competitive Commission or an amount
equal to 6% of the contracted for sales price.

            (l) pay any incentive fees unless an interest in the gain from the
sale of assets of the Company, for which full consideration is not paid in cash
or property of equivalent value, shall be allowed provided the amount or
percentage of such interest is reasonable. Such an interest in gain from the
sale of the Company's assets shall be considered presumptively reasonable if it
does not exceed 15% of the balance of such net proceeds remaining after payment
to Shareholders, in the aggregate, of an amount equal to 100% of the original
issue price of the Company, plus an amount at least equal to 6% of the original
issue price of the Company's shares per annum cumulative. For purposes of this
Section 8.3(l), the original issue price of the Company's Shares may be reduced
by prior cash distributions to Shareholders of net proceeds from the sale of the
Company's assets.

            (m) purchase property from the Sponsor, Director, or any Affiliate
thereof, unless a majority of Directors not otherwise interested in such
transaction approve the transaction as being fair and reasonable to the Company
and at a price to the Company no greater than the cost of the asset to such
Sponsor, Director or any Affiliate thereof, or if the price to the Company is in
excess of such cost, that substantial justification for such excess exists and
such excess is reasonable. In no event shall the cost of such asset to the
Company exceed its current appraised value.


                                      -48-
<PAGE>


            (n) make sales or leases to the Sponsor, Directors or any Affiliate,
unless such sales or leases are approved by a majority of Directors, not
otherwise interested in such transaction, as being fair and reasonable to the
Company.

            (o) make loans to the Sponsor, Director or any Affiliate thereof.

            (p) borrow money from the Sponsor, or any Affiliate thereof, unless
a majority of Directors not otherwise interested in such transaction approve the
transaction as being fair, competitive, and commercially reasonable and no less
favorable to the Company than loans between unaffiliated parties under the same
circumstances.

            (q) permit the Company to participate in a Rollup Transaction
unless:

            (i) in connection with a Rollup an Appraisal of all the Company's
assets shall be obtained from an Independent Expert ("Appraiser"). If the
Appraisal will be included in a prospectus used to offer securities of a Rollup
Entity, the Appraisal shall be filed with the Securities and Exchange Commission
and the states in which the Company's securities are offered as an exhibit to
the Registration Statement for such offering. Accordingly, the Company agrees
that if it uses an Appraisal in a Rollup transaction, it shall be subject to
liability for violation of Section 11 of the Securities Act of 1933, as amended,
and comparable provisions under state laws for any material misrepresentations
or material omissions in the Appraisal. The Company's assets shall be appraised
on a consistent basis. The Appraisal shall be based on an evaluation of all
relevant information and shall include the value of the Company's assets as of a


                                      -49-
<PAGE>

date immediately prior to the announcement of the proposed Rollup. The Appraisal
shall assume an orderly liquidation of the Company's assets over a twelve month
period. The terms of the engagement of the Appraiser shall clearly state that
the engagement is for, the benefit of the Company and its Limited Partners. A
summary of the independent Appraisal, including all material assumptions
underlying the Appraisal shall be included in a report to the Shareholders in
connection with a proposed Rollup.

            (ii) In connection with a proposed Rollup, the person sponsoring the
Rollup shall offer the Shareholders who vote "no" on the proposal the choice of
(A) accepting the securities of the Rollup Entity offered in the proposed Rollup
or (B) one of the following: (1) remaining as Shareholders in the Company and
preserving their interests therein on the same terms and conditions as existed
previously or (2) receiving cash in an amount equal to the Shareholders' pro
rata share of the appraised value of the net assets of the Company.

            (iii) Shareholders have democracy rights in the Rollup Entity which
are not less than those provided in the organizational Documents. If the Rollup
Entity is a corporation, the voting rights of the Shareholders shall correspond
to the voting rights provided for in the Company's Organizational Documents to
the greatest extent possible.

            (iv) Provisions which would operate to materially impede or
frustrate the accumulation of shares by any purchaser of the securities of the
Rollup Entity (except to the extent necessary to preserve the tax status of the
Rollup Entity) are excluded. The Company shall not participate in any proposed
Rollup which would limit the ability of a Shareholder to exercise the voting
rights of its securities of the Rollup Entity on the basis of the number of
Company Shares held by that Shareholder.



                                      -50-
<PAGE>

            (v) Shareholders' rights of access to the records of the Rollup
Entity will not be less than those provided for in Section 10.2 herein.

            (vi) Any of the costs of the transaction would not be borne by the
Company if the Rollup is not approved by the Shareholders.

            (r) Issue options or warrants to purchase its Shares to a Director
or any Affiliate thereof except on the same terms as such options or warrants
are sold to the general public. The Company may issue options or warrants to
persons not so connected with the Company but not at exercise prices less than
the fair market value of such securities on the date of grant and for
consideration (which may include services) that in the judgment of the
Directors, has a market value less than the value of such option on the date of
grant. Options or warrants issuable to the Directors, or any Affiliate thereof
shall not exceed an amount equal to 10% of the outstanding Shares of the Company
on the date of grant of any options or warrants.

            (s) Issue Shares on a deferred payment basis or other similar
arrangement.





                                      -51-
<PAGE>

                                   ARTICLE IX

                             LIABILITY OF DIRECTORS,
                   SHAREHOLDERS AND OFFICERS AND OTHER MATTERS


        9.1 Exculpation of Directors. Officers and Others. The Directors are
required to perform their duties with respect to the Company's business in good
faith, in a manner reasonably believed by the Directors to be in, or not opposed
to, the best interests of the Company, and with such care, including reasonable
inquiry, as an ordinary prudent Person in a like position would use under
similar circumstances. A Director who performs his duties in accordance with the
foregoing standards shall not be liable to any person for failure to discharge
his obligations as a Director.

        The Company's officers, employees, and other agents are also required to
act in good faith, in a manner believed by them to be in the best interests of
the Company, and with such care, including reasonable inquiry, as an ordinary
prudent person in a like position would use under similar circumstances, in
handling its affairs. An officer, employee, or other agent who performs his
duties in accordance with the foregoing standards shall not be liable to any
person for failure to discharge his obligations as an officer, employee or
agent.

        9.2 Actions Involving, Directors, Officers, Employees or Affiliates.

            (a) The Company shall not provide for indemnification of the
Directors or Affiliates for any liability or loss suffered by the Directors or
Affiliates, nor shall it provide that the Directors or Affiliates be


                                      -52-
<PAGE>

held harmless for any loss or liability suffered by the Company, unless all of
the following conditions are met:

        The Directors or Affiliates have determined, in good faith, that the
course of conduct which caused the loss or liability was in the best interests
of the Company, (ii) The Directors or Affiliates were acting on behalf of or
performing services for the Company, (iii) Such liability or loss was not the
result of negligence or misconduct by the Directors, excluding Affiliates, (iv)
Such indemnification or agreement to hold harmless is recoverable only out of
the Company's assets and not from Shareholders,

            (b) Notwithstanding anything to the contrary contained in Section
9.2, the Directors or Affiliates and any persons acting as a broker-dealer shall
not be indemnified by the Company for any losses, liabilities or expenses
arising from or out of an alleged violation of federal or state securities laws
by such party unless one or more of the following conditions are met (i) There
has been a successful adjudication on the merits of each count involving alleged
securities law violations as to the particular indemnitee, (ii) Such claims have
been dismissed with prejudice on the merits by a court of competent jurisdiction
as to the particular indemnitee, (iii) A court of competent jurisdiction
approves a settlement of the claims against a particular indemnitee and finds
that indemnification of the settlement and the related costs should be made, and
the court considering the request for indemnification has been advised of the
position of the Securities and Exchange Commission and of the published position
of any state securities regulatory authority in which securities of the Company
were offered or sold as to indemnification for violations of securities laws.


                                      -53-
<PAGE>


            (c) The advancement of the Company's funds to the Directors or
Affiliates for legal expenses and other costs incurred as a result of any legal
action for which indemnification is being sought is permissible only if all of
the following conditions are satisfied: (i) The legal action relates to acts or
omissions with respect to the performance of duties or services on behalf of the
Company, (ii) The legal action is initiated by third party who is not a
Shareholder or the legal action is initiated by a Shareholder acting in his or
her capacity as such and a court of competent jurisdiction specifically approves
such advancement, (iii) The Directors or Affiliates undertake to repay the
advanced funds to the Company, together with the applicable legal rate of
interest thereon, in cases in which such Directors or Affiliates are found not
be entitled to indemnification.

        9.3 Actions Involving Agents. The Company may indemnify any person who
was or is a party (other than a party plaintiff suing on his own behalf or in
the right of the Company), or who is threatened to be made such a party, or
otherwise becomes involved, to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(including, but not limited to, an action by or in the right of the Company) by
reason of the fact that he is agent of the Company, or is or was serving at the
request of the Company as an agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, all to the full
extent permitted by law and these Bylaws, except that no indemnity shall be paid
to any agent where such indemnity would not be available to a Director under the
standards contained in Section 9.2.



                                      -54-
<PAGE>

        9.4 Determination of Right to Indemnification in Certain Instances.

            (a) Any indemnification under Section 9.2 (unless ordered by a
court) shall be made by the Company unless a determination is reasonably and
promptly made that indemnification of the Director, officer or employee is not
proper in the circumstances because he has not satisfied the conditions set
forth in such Section 9.2. Such determination shall be made (i) by the Board by
a majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or (iii) by the Shareholders; provided, that
no such determination shall preclude an action brought in an appropriate court
to challenge such determination.

            (b) Any indemnification under Section 9.3 (unless ordered by a
court) shall be made by the Company (i) if the agent seeking indemnification has
entered into an indemnification agreement with the Company, in accordance with
the terms of that indemnity contract, or (ii) if the agent seeking
indemnification has not entered into an indemnification agreement, only as
authorized in the specific case upon a determination that indemnification of the
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Section 9.2. Such determination shall be made (i) by the
Board by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (ii) is such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
shareholders.



                                      -55-
<PAGE>

        9.5 Successful Defense. Notwithstanding any other provision of this
Article IX, to the extent that a Director, officer, employee or agent of the
Company has been successful on the merits or otherwise (including the dismissal
of an action without prejudice or the settlement of an action without admission
of liability) in defense of any action, suit or proceeding referred to in
Section 9.2 or 9.3, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

        9.6 Insurance. The Board shall have the power to cause the Company to
purchase and maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the company, or is or was serving at the
request of the Company as a director, trustee, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the Company would
have the power to indemnify him against such liability under the provisions of
this Article.

        9.7 Subsidiaries of Company. For the purposes of this Article IX; (a)
any officer, Director, employee or agent of the Company who shall serve as an
officer, trustee, employee or agent indirectly, is or was a stockholder or
creditor, or in which the Company, directly or indirectly, is or was a
stockholder or creditor, or in which the Company is or was in any way
interpreted, or (b) any officer, Director, employee or agent of any subsidiary
corporation venture, trust or other enterprise wholly owned by the Company,
shall be deemed to be serving as such Director, officer, employee or agent at
the request of the Company, unless the Board shall determined otherwise. In all
instances where any person shall serve as a Director, officer, employee or agent
of another corporation, joint venture, trust or other enterprises of



                                      -56-
<PAGE>

which the Company is or was a stockholder or creditor, or in which it is or was
otherwise interested, if it is not otherwise established that such person is or
was serving as such Director, officer, employee or agent at the request of the
Company, the Board may determine whether such service is or was at the request
of the Company, and it shall not be necessary to show any actual or prior
request for such service.

        9.8 Right of Directors, Officers and Others to Own Shares or other
Property and to Engage in Other Business. Any Director, Affiliate, officer,
employee or agent of the Company may acquire, own, hold, and dispose of Shares
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 Director, officer,
employee, or agent of the Company. Any Director, Affiliate, officer, employee,
or agent of the Company may have personal business interests and may engage in
personal business activities; these interests and activities may include the
acquisition, syndication, holding, management, operation or disposition, for his
own account or for the account of others, of interests in mortgages, interests
in real property including, but not limited to, real property investments
presented to and rejected by the Company , or interests in Persons engaged in
real estate business. Any Director, officer, employee, or agent of the Company
may (a) be interested as director, officer, director, stockholder, partner,
member, advisor, or employee of or otherwise have a direct or indirect interest
in any Person who may be engaged to render advice or services to the Company,
and (b) receive compensation from such Person as well as compensation as
Director, Affiliate, officer, or otherwise hereunder. None of these activities
shall be deemed to conflict with his duties and powers as Director, officer,





                                      -57-
<PAGE>

employee, or agent. Any Director, Affiliate, officer, employee, or agent of the
Company may engage with or for others in business activities of types conducted
by the Company and shall not have any obligation to present to the Company any
investment opportunities which come to them other than in their capacities as
directors, officers, employees, or agents, regardless of whether those
opportunities are within the Company's investment policies. Notwithstanding the
foregoing, each Director shall disclose to the Company any interest he has in
any investment opportunity presented to the Company and any such interest known
by him to be held by any person of which he is an Affiliate.

        9.9 Transactions Between the Company and Affiliated Persons In the
absence of fraud, except as prohibited by these Bylaws, a contract, act, or
other transaction that is between the Company and any other Person or in which
the Company is otherwise interested shall be valid even though (a) one or more
Directors or Company officers are directly or indirectly interested in or
connected with, or are trustees, partners, directors, officers or retired
officers of, such other Person, or (b) one or more Directors or Company
officers, individually or jointly with others, are a party or are parties to,
directly or indirectly interested in, or otherwise connected with, such
contract, act, or transaction. No Director or officer shall be under any
disability from or have any liability as a result of entering into any such
contract, act, or transaction unless he is aware of the conflict or
relationship, provided that (i) such interest or connection is disclosed or
known to the Directors and thereafter the Directors authorize such contract,
act, or other transaction by vote sufficient for such purpose by an affirmative
vote of a majority of the Directors not so interested, (ii) such interest or
connection is disclosed or known to the Shareholders, and thereafter such
contract, act, or transaction is approved by the Shareholders, or (iii) such
contract, act or transaction is fair and reasonable to the Company at the time
it is authorized by the Directors or by the shareholders.



                                      -58-
<PAGE>

        9.10 Restriction of Duties and Liabilities. The duties and liabilities
of Shareholders, Directors, and Company officers shall in no event be greater
than the duties and liabilities of shareholders, directors, and officers of any
other Delaware corporation. The Shareholders, Directors, and Company officers
shall in no event have any greater duties or liabilities than those imposed by
applicable law.

        9.11 Persons Dealing with Directors or Officers. As to any Persons
dealing in good faith with Directors or Company officers, any act of the
Directors or officers purporting to be done in their capacity as such shall be
conclusively deemed to be within the purposes of the Company and within the
powers of the Directors and officers.

        The Directors may authorize any officer or officers or agent or agents
to enter into any contract or execute any instrument in the name and on behalf
of the Company and/or Directors.

        No Person dealing in good faith with the Directors or any of them or
with the authorized officers, employees, agents, or representatives of the
Company shall be bound to see to the application of any funds or property
passing into their hands or control. The receipt by the Directors or any of them
or by authorized officers, employees, agents, or representatives of the Company
of moneys or other consideration shall be binding upon the Company.

        9.12 Reliance. The Directors and Company officers may consult with
counsel and the advice or opinion of such counsel shall be full and complete
personal protection to all of the Directors and officers in respect to any
action taken or suffered by them in good faith and in reliance on and in
accordance with such advice or opinion. in discharging their duties, Directors
and Company officers, when acting in good faith, may rely upon financial
statements of the



                                      -59-
<PAGE>

Company represented to them to be correct by the Chairman or the officer of the
Company 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 Company. The Directors may rely, and shall be personally
protected in acting, on any instrument or other document believed by them to be
genuine.

        9.13 Income Tax Status. Anything to the contrary herein notwithstanding
and without limitation of any rights of indemnification or non-liability of the
Directors herein, the Directors by these Bylaws make no commitment or
representation that the Company will qualify for the dividends paid deduction
permitted by the Internal Revenue Code, and the rules and regulations thereunder
pertaining to real estate investment trusts shall not render the Directors
liable to the Shareholders or to any other person or in any manner operate to
annul the Company.

                                    ARTICLE X

                                  MISCELLANEOUS

        10.1 Inspection of Bylaws. The Company shall keep at its principal
office the original or a copy of the Bylaws and any amendments thereto certified
by the Company's Secretary. Those Bylaws shall be open to inspection by
Shareholders at all reasonable times during office hours.

        10.2 Books, Records, Accountings and Reports

             (a) Maintenance of Books and Records. Every Shareholder shall at
all times, during normal business hours, have access to the records of the
Company and may inspect and copy any of them. The Company shall keep at its
principal place of business in Los Angeles the following Company documents:



                                      -60-
<PAGE>

            (i) An alphabetical list (which shall be updated at least quarterly
to reflect changes in the information contained therein) of the full name and
last known business or residence address and telephone number of each
Shareholder, together with the number of Shares held by each of them (the
"Shareholder List"); such list shall be available for inspection by any
Shareholder or its designated agent at the home office upon the request of the
Shareholder; the list shall be prepared on white paper in at least 10-point
type;

            (b) Delivery to a Shareholder and Inspection.

            (i) Upon the request of a Shareholder, the Company shall mail a copy
of the Shareholder List to the requesting Shareholder, within 10 days of such
request. A reasonable charge for copy work may be charged by the Company. The
purposes for which a Shareholder may request a copy of such list include,
without limitation, matters relating to the Shareholder voting rights and the
exercise of Shareholders' rights under the federal proxy laws.

            (ii) If the Company neglects or refuses to exhibit, produce or mail
a copy of the Shareholder List as requested pursuant to Section 10.2.(b)(i) of
these Bylaws, the Company shall be liable to any Shareholder requesting such
list for the costs, including attorneys' fees incurred by that Shareholder for
compelling the production of the Shareholder List, and for actual damages
suffered by any Shareholder by reason of such refusal or neglect. The Company
shall have available as a defense for the nonproduction of such list that the
actual purpose and reason for the request for inspection or for copy of such
list was to secure such list of Shareholders or other information for the
purpose of selling such list or copies thereof or for using the same for a
commercial purpose other than in the interest of the Shareholder as a
Shareholder relative to the affairs of the Company. The Company may require that
Shareholders



                                      -61-
<PAGE>

requesting the Shareholder List to represent that such list is not requested for
a commercial purpose unrelated to the Shareholders' interest in the Company. The
remedies provided hereunder to Shareholders requesting copies of the Shareholder
List are in addition to and shall not in any way limit other remedies available
to Shareholders under federal law or the laws of any state.

        10.3 Checks, Drafts, Etc. All checks, drafts, or other orders for
payment of money, notes, or other evidences of indebtedness that are issued in
the name of or payable to the Company shall be signed or endorsed by such person
or persons and in such manner as determined by resolution of the Board of
Directors.

        10.4 Execution of Contracts, Etc. Except as otherwise provided herein,
the Board of Directors may authorize any officer or officers or agent or agents
to enter into any contract or execute any instrument in the name of and on
behalf of the Company. This authority may be general or confined to specific
instances. Unless so authorized by the Board of Directors, no officer, agent or
employee shall have any power or authority to bind the Company by any contract
or engagement or to pledge its credit to render it liable for any purpose or to
any amount.

        10.5 Representation of Shares of Other Corporations. The Chairman or the
President (or, in the event of his absence or inability to serve, any Vice
President) and the Secretary or Assistant Secretary of the Company are
authorized to vote, represent, and exercise on behalf of the Company all rights
incidental to any and all interests of any other entity standing irk the name of
the Company. The authority herein granted to said officers to vote or represent
on behalf of the Company any and all such interests held by the Company may be
exercised



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either by such officers in person or by any person authorized to do so by proxy
or power of attorney duly executed by said officers.

        10.6 Annual Report. Not later than 120 days after the close of the
fiscal or calendar year, the Board of Directors of the Company shall cause to be
sent to the Shareholders, an Annual Report. These reports shall also disclose
the ratio of the cost of raising capital to the capital raised during the year.
Following the close of the Company's third fiscal year, the Annual Report shall
also set forth the current value of the Company's real property based on annual
Appraisals thereof, the Operating Expenses of the Company, stated as a
percentage of Average Invested Assets and as a percentage of its Net Income, a
report from the Directors that the policies being followed by the Company are in
the best interests of its Shareholders and the basis for such determination.

        The Company shall also separately state in its Annual Report disclosure
of all material terms, factors and circumstances surrounding any and all
transactions involving the Company, the Directors, sponsor and/or Affiliates
thereof occurring during the fiscal year for which the report is given. The
Directors must examine and comment regarding the fairness of such transactions
in their annual report.

        10.7 Quarterly Reports. At least quarterly, the Directors shall send
interim reports to the Shareholders having such form and content as the
Directors deem proper.



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        10.8 Other Reports. The Directors shall furnish the Shareholders at
least annually with a statement in writing advising as to the source of
dividends paid or distributions made by the Company. If the source thereof has
not been determined, the communications shall so state; in that event a
statement as to such source shall be sent to the Shareholders not later than
sixty (60) days after the close of the fiscal year in which the distributions
were made.

        10.9 Provisions of the Company in Conflict with Law or Regulation.

             (a) The provisions of these Bylaws are severable, and if the
Directors shall determine, with the advice of counsel, that any one or more of
such provisions (the "Conflicting Provisions") are either (i) in conflict with
the REIT Provisions of the Code, or with other applicable laws and regulations,
or (ii) place the Company in jeopardy of having its assets treated as "plan
asset" under ERISA, the Conflicting Provisions shall be deemed never to have
constituted a part of these Bylaws; provided, however, that such determination
by the Directors shall not affect or impair any of the remaining provisions of
these Bylaws or render invalid or improper any action taken or omitted
(including but not limited to the election of Directors) prior



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to such determination. A certification in recordable form signed by a majority
of the Directors setting forth any such determination and reciting that it was
duly adopted by the Directors, or a copy of these Bylaws, with the Conflicting
Provisions removed pursuant to such determination, in recordable form, signed by
a majority of the Directors, shall be conclusive evidence of such determination
when lodged in the records of the Company. The Directors shall not be liable for
failure to make any determination under this Section 10.9. Nothing in this
Section 10.9 shall in any way limit or affect the right of the Directors to
amend these Bylaws as provided in Section 11.2.

            (b) If any provisions of these Bylaws shall be held invalid or
unenforceable, that invalidity or unenforceability shall attach only to those
provisions and shall not in any manner affect or render invalid or unenforceable
any other provision of these Bylaws, and these Bylaws shall be carried out as if
any the invalid or unenforceable provisions were not contained herein.

                                   ARTICLE XI

                              AMENDMENTS TO BYLAWS

        11.1 Power of Shareholders. The Bylaws may be amended or repealed by the
vote of the Shareholders entitled to exercise a majority of the voting power of
the Company or by the written consent of a majority of such Shareholders,
without the consent of the Directors; provided, however, that (i) no amendment
that would alter the provisions of Article VIII regarding the investment policy
of the Company may be made unless approved by the vote of a majority of the
Shareholders, and (ii) no amendment that would change any rights with respect to




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any outstanding securities of the Company by reducing the amount payable thereon
upon the Company's liquidation of the Company or by diminishing or eliminating
any voting rights pertaining thereto may be made unless approved by the vote of
shareholders holding two-thirds of the voting power of those securities.

        11.2 Power of Directors. The Directors shall have the power to alter,
amend, or repeal a Bylaw or the Bylaws by the vote of a majority of the
Directors given at any regular or special meeting of the Board of Directors
called for said purpose; provided, however, that except as otherwise expressly
provided herein, the Directors shall not have the power to amend the following
provisions thereof without approval of a vote of the majority of the
Shareholders present either in person or by proxy at a duly authorized meeting
of the Shareholders: Sections 4.2, 4.3, 4.15, 4.18, Article VIII, Article IX,
11.1 and 11.2; and provided further, a majority of the Directors may, without
the approval or consent of the Shareholders, adopt any amendment to the Bylaws
which they in good faith determine to be necessary to conform the Bylaws with
the requirements of the REIT provisions of the Code, the requirements imposed by
the securities administrators of any state in which the Shares are being offered
and any other applicable laws or regulations; and provided, further, that any
action taken by the Directors under this Section 11.2 without the concurrence of
Shareholders under Section 11.1 may only be taken with the affirmative approval
of a majority of the Directors.

        11.3 Amendments with Respect to ERISA. Notwithstanding any other
provision of these Bylaws, the Directors shall have the power to amend any
portion of these Bylaws by the vote of a majority of the Directors called for
that purpose if in the opinion of the Directors that amendment is necessary to
avoid the Company's assets being treated as "plan assets" under ERISA.


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