<PAGE>

                                                                     Exhibit 3.2


                           AMENDED AND RESTATED BYLAWS

                                       OF

                        WEST COAST REALTY INVESTORS, INC.


<PAGE>




                                      TABLE

                                   OF CONTENTS

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

ARTICLE II OFFICES...........................................................................9
        2.1    Principal Office..............................................................9
        2.2    Other Offices.................................................................9

ARTICLE III MEETINGS OF SHAREHOLDERS.........................................................9
        3.1    Place of Meetings.............................................................9
        3.2    Annual Meetings...............................................................9
        3.3    Special Meetings and Notice Thereof..........................................11
        3.4    Adjourned Meetings and Notice Thereof........................................12
        3.5    Voting at Meetings of Shareholders...........................................12
        3.6    Quorum.......................................................................12
        3.7    Waiver of Notice.............................................................13
        3.8    Proxies......................................................................13
        3.9    Inspectors of Election.......................................................14

ARTICLE IV DIRECTORS........................................................................15
        4.1    Powers.......................................................................15
        4.2    Number and Qualification of Directors........................................15
        4.3    Election and Term of Office..................................................15
        4.4    Vacancies....................................................................15
        4.5    Place of Meeting.............................................................16
        4.6    Annual Meeting...............................................................17
        4.7    Special Meetings.............................................................17
        4.8    Adjournment..................................................................18
        4.9    Notice of Adjournment........................................................18
        4.10   Entry of Notice..............................................................18
        4.11   Waiver of Notice.............................................................18
        4.12   Quorum.......................................................................18
        4.13   Fees and Compensation........................................................19
        4.14   Action without Meeting.......................................................19
        4.15   Intentionally Omitted........................................................19
        4.16   Qualification and Removal of Directors for Cause.............................19
        4.17   Removal of Director without Cause............................................20
        4.18   Experience of Directors......................................................20

ARTICLE V OFFICERS..........................................................................20
        5.1    Officers.....................................................................20
        5.2    Election.....................................................................20
</TABLE>



                                      -i-

<PAGE>

<TABLE>
<S>                                                                                        <C>
        5.3    Subordinate Officers.........................................................20
        5.4    Removal and Resignation......................................................21
        5.5    Vacancies....................................................................21
        5.6    Chairman of the Board........................................................21
        5.7    President....................................................................21
        5.8    Vice Presidents..............................................................22
        5.9    Secretary....................................................................22
        5.10   Assistant Secretaries........................................................23
        5.11   Treasurer....................................................................23
        5.12   Assistant Financial Officers.................................................24

ARTICLE VI SHARES OF STOCK..................................................................24
        6.1    Registered Ownership, Share Certificates and Shares in "Uncertificated"
               Form.........................................................................24
        6.2    Transfer of Shares...........................................................25
        6.3    Shareholders' Disclosures:  Redemption of Shares.............................26
        6.4    Right to Refuse to Transfer Shares...........................................27
        6.5    Limitation on Acquisition of Shares..........................................28
        6.6    Lost, Stolen or Destroyed Certificates.......................................29
        6.7    Dividends; Dividend Record Date and Closing Stock Books......................30
        6.8    Suitability of Shareholders..................................................31
        6.9    Dividend Reinvestment Plan...................................................33

ARTICLE VII Intentionally omitted...........................................................34

ARTICLE VIII INVESTMENT POLICY..............................................................34
        8.1    General Statement of Policy..................................................34
        8.2    Other Invested Assets........................................................35
        8.3    Restrictions.................................................................36

ARTICLE IX LIABILITY OF DIRECTORS,  SHAREHOLDERS AND OFFICERS AND OTHER MATTERS.............43
        9.1    Exculpation of Directors. Officers and Others................................43
        9.2    Actions Involving, Directors, Officers, Employees or Affiliates..............43
        9.3    Actions Involving Agents.....................................................45
        9.4    Determination of Right to Indemnification in Certain Instances...............45
        9.5    Successful Defense...........................................................46
        9.6    Insurance....................................................................47
        9.7    Subsidiaries of Company......................................................47
        9.8    Right of Directors, Officers and Others to Own Shares or other
               Property and to Engage in Other Business.....................................47
        9.9    Transactions Between the Company and Affiliated Persons......................48
        9.10   Restriction of Duties and Liabilities........................................49
        9.11   Persons Dealing with Directors or Officers...................................49
        9.12   Reliance.....................................................................50
        9.13   Income Tax Status............................................................50

ARTICLE X MISCELLANEOUS.....................................................................51
        10.1   Inspection of Bylaws.........................................................51
        10.2   Books, Records, Accountings and Reports......................................51
</TABLE>



                                      -ii-

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        10.3   Checks, Drafts, Etc. ........................................................52
        10.4   Execution of Contracts, Etc. ................................................52
        10.5   Representation of Shares of Other Corporations...............................53
        10.6   Annual Report................................................................53
        10.7   Quarterly Reports............................................................54
        10.8   Other Reports................................................................54
        10.9   Provisions of the Company in Conflict with Law or Regulation.................54

ARTICLE XI AMENDMENTS TO BYLAWS.............................................................55
        11.1   Power of Shareholders........................................................55
        11.2   Power of Directors...........................................................56
        11.3   Amendments with Respect to ERISA.............................................56
</TABLE>



                                     -iii-

<PAGE>

                                                                     Exhibit 3.2

                           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").

        1.3 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




                                      -1-
<PAGE>

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.

                "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.



                                      -2-
<PAGE>

                "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, 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.



                                      -3-
<PAGE>

                "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 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.

                "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.



                                      -4-
<PAGE>

                "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
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,



                                      -5-
<PAGE>

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 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.



                                      -6-
<PAGE>

                "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 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



                                      -7-
<PAGE>

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 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 be 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.



                                      -8-
<PAGE>

                                   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 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



                                      -9-
<PAGE>

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 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.



                                      -10-
<PAGE>

        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
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.



                                      -11-
<PAGE>

        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 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,



                                      -12-
<PAGE>

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 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



                                      -13-
<PAGE>

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 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.



                                      -14-
<PAGE>

                                   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.

        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



                                      -15-
<PAGE>

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.

                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.



                                      -16-
<PAGE>

        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.

        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.



                                      -17-
<PAGE>

        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.

        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



                                      -18-
<PAGE>

Directors or committee members, provided that unless otherwise expressly
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

        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.



                                      -19-
<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.



                                      -20-
<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.



                                      -21-
<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



                                      -22-
<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



                                      -23-
<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 those Persons or duly authorized agent
thereof shall be a sufficient discharge for all dividends or distributions
payable or



                                      -24-
<PAGE>

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 agent of (i) instruments and other evidence required by
the Directors or the transfer agent to



                                      -25-
<PAGE>

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 aforesaid, as determined in good faith by
the Directors. From and after the date fixed for redemption by the



                                      -26-
<PAGE>

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 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



                                      -27-
<PAGE>

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 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.



                                      -28-
<PAGE>

        (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, 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



                                      -29-
<PAGE>

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.

        (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



                                      -30-
<PAGE>

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 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:



                                      -31-
<PAGE>

                (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 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



                                      -32-
<PAGE>

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



                                      -33-
<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 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.



                                      -34-
<PAGE>

                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.

                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



                                      -35-
<PAGE>

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 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
total



                                      -36-
<PAGE>

amount of secured indebtedness encumbering one or more Properties shall not
exceed 80% of the total Value of the Property or Properties in question;
provided, however, this policy limitation does not preclude the use of
cross-collateralization provisions that may result in a single Property securing
indebtedness attributable to multiple Properties; provided further, however,
this policy limitation does not prohibit the acquisition of a Property subject
to, or with the assumption of, any existing encumbrances where the total
principal balance of such encumbrances is an amount less than or equal to 85% of
the Value of such Property (where, for purposes hereof, the Value shall be
deemed to include the value of improvements to be made to such Property by the
Company after such acquisition).

        (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 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



                                      -37-
<PAGE>

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 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) in connection with its purchase of any Property, (A) encumber, with
one or more new (but not existing) loans, such Property in an amount greater
than 80% of the Purchase Price thereof, or (B) acquire such Property subject to,
or with assumption of, any existing



                                      -38-
<PAGE>

encumbrances where the total principal balance of such encumbrances is an amount
greater than 85% of the Purchase Price of such Property (where, for purposes
hereof, the Purchase Price shall be deemed to include the value of improvements
to be made to such Property by the Company after such acquisition).

        (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 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



                                      -39-
<PAGE>

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.

        (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



                                      -40-
<PAGE>

        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 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



                                      -41-
<PAGE>

        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.

                (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.



                                      -42-
<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 held harmless for any
loss or liability suffered by the Company, unless all of the following
conditions are met:



                                      -43-
<PAGE>

                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.

        (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



                                      -44-
<PAGE>

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.

        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



                                      -45-
<PAGE>

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.

        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.



                                      -46-
<PAGE>

        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 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



                                      -47-
<PAGE>

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, 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



                                      -48-
<PAGE>

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.

        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.



                                      -49-
<PAGE>

                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 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



                                      -50-
<PAGE>

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:

                (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.



                                      -51-
<PAGE>

                (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 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.



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<PAGE>

        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 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



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<PAGE>

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.

        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



                                      -54-
<PAGE>

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 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;



                                      -55-
<PAGE>

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 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



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<PAGE>

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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