AMENDED AND RESTATED BYLAWS
                                       OF
                              OMEGA WORLDWIDE, INC.

                                April 25, 2000


                                    ARTICLE I
                                     OFFICES

     Section 1. Principal Office.  The principal office of the Corporation shall
be located and maintained at 905 West Eisenhower  Circle,  Suite 101, Ann Arbor,
Michigan  48103 or at such  place  or  places  as the  Board  of  Directors  may
designate.

     Section 2.  Registered  Office.  The registered  office of the  Corporation
shall be  established  and  maintained  at the office of The  Corporation  Trust
Incorporated,   32  South  Street,  Baltimore,  Maryland  21202,  and  said  The
Corporation  Trust  Incorporated be the registered  agent of this corporation in
charge thereof.

     Section 3. Other Offices. The Corporation may establish such other offices,
within or without the State of Maryland, at such place or places as the Board of
Directors  from  time to time  may  designate,  or  which  the  business  of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section  1.  Annual  Meetings.  Annual  meetings  of  stockholders  for the
election of Directors and for such other business as may be stated in the notice
of the meeting shall be held on a date and at a time during a month in each year
designated  by the Board of  Directors  and at such  place,  within  the  United
States,  as the Board of Directors by  resolution  shall  determine,  and as set
forth in the notice of the meeting. If the date of the annual meeting shall fall
on a legal holiday of the state in which the meeting is to be held,  the meeting
shall  be  held  on the  next  succeeding  business  day.  Any  business  of the
Corporation may be transacted at an annual meeting of stockholders without being
specifically  designated  in the notice,  except such business as is required by
any statute to be stated in such notice.

     Section  2.  Special  Meetings.  Except as  otherwise  required  by law and
subject to the rights of the holders of any Preferred Stock, special meetings of
the  stockholders,  for any purpose or purposes,  may be called by the Chairman,
the President, or by a majority of the Board of Directors and shall be called by
the  Secretary  of the  Corporation  upon the  written  request of  stockholders
holding in the aggregate  not less than fifty  percent (50%) of the  outstanding
shares entitled to vote on the business proposed to be transacted thereat.  Such
request  shall state the purpose of such meeting and the matters  proposed to be
acted on at such meeting.  No business shall be transacted at a special  meeting
of stockholders  except as specifically  designated in the notice. The Secretary
shall inform such stockholders of the reasonably estimated cost of preparing and
mailing  notice of the meeting  and,  upon  payment to the  Corporation  by such
stockholders of such costs,  the Secretary shall give notice to each stockholder
entitled to notice of the  meeting.  Such  meetings may be held at such time and
place, within or without the State of Maryland, as shall be stated in the notice
of the  meeting.  The call of a special  meeting  shall  state the nature of the
business to be  transacted  and no other  businesses  shall be considered at the
meeting. A special meeting may be called for the purpose of removing a Director.

     Section 3.  Notice of  Meetings.  Written or printed  notice,  stating  the
place, date and time of the meeting,  and, in the case of a special meeting, the
purpose or purposes for which the meeting is called,  shall be delivered to each
stockholder  entitled to vote  thereat and to each  stockholder  not entitled to
vote who is  entitled  to notice of the  meeting at his address as it appears on
the records of the Corporation, by United States mail, postage prepaid, not less
than twenty  (20) nor more than sixty (60) days before the date of the  meeting.
No business  other than that  stated in the notice  shall be  transacted  at any
meeting  without  the  unanimous  consent of all  stockholders  entitled to vote
thereat.  Such notice  shall be deemed to be given when  deposited in the United
States  mail  addressed  to the  stockholder  at his post  office  address as it
appears on the records of the Corporation, with postage thereon prepaid.

     Section 4. Proxies.  Each stockholder  entitled to vote, in accordance with
the terms of the Charter and the  provisions of these Bylaws,  shall be entitled
to one vote,  in person or by proxy,  for each share of stock  entitled  to vote
held by such  stockholder,  but no proxy shall be voted after eleven (11) months
from its date unless such proxy provides for a longer  period.  In no case shall
any proxy be given for a period in excess of ten (10) years from the date of its
execution.

     Section 5. Organization. At every meeting of stockholders, the Chairman, if
there be one,  shall conduct the meeting or, in the case of vacancy in office or
absence of the Chairman, one of the following officers present shall conduct the
meeting in the order stated: the Vice Chairman,  if there be one, the President,
the Vice  Presidents in their order of rank and seniority,  or a chairman chosen
by  the  stockholders  entitled  to  cast a  majority  of the  votes  which  all
stockholders  present in person or by proxy are  entitled to cast,  shall act as
chairman, and the Secretary,  or, in his absence, an Assistant Secretary,  or in
the absence of both the Secretary and Assistant Secretaries,  a person appointed
by the Chairman shall act as secretary.

     Section 6. Quorum.  Any number of stockholders  together holding a majority
of the stock issued and outstanding  and entitled to vote thereat,  who shall be
present in person or  represented  by proxy at any meeting  duly  called,  shall
constitute a quorum for the  transaction of business.  If, at any meeting,  less
than a quorum shall be present or represented,  those present,  either in person
or by proxy,  shall have the power to adjourn the meeting from time to time to a
date not more than one hundred twenty (120) days after the original record date,
without notice other than announcement at the meeting. At such adjourned meeting
at which a quorum shall be present,  any business may be transacted  which might
have been transacted at the meeting as originally notified.

     Section 7. Voting. At each annual meeting the stockholders entitled to vote
shall elect  successors  to the class of  Directors  whose term  expires at such
meeting.  The vote for Directors,  and, upon the demand of any stockholder,  the
vote upon any question before the meeting,  shall be by ballot. Unless otherwise
provided by the Charter or by the laws of the State of Maryland,  all  elections
of  Directors  shall  be by a  plurality  of the  votes  cast,  all  substantive
questions shall be decided by a majority of all the votes entitled to be cast on
the matter,  and all  procedural  questions  shall be decided by the Chairman or
Parliamentarian of the meeting.  Unless otherwise provided in the Charter,  each
outstanding  share,  regardless of class,  shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders.

     Section 8.  Voting of Stock by Certain  Holders.  Stock of the  Corporation
registered in the name of a corporation,  partnership, trust or other entity, if
entitled  to be voted,  may be voted by the  president  or a vice  president,  a
general partner or trustee thereof,  as the case may be, or a proxy appointed by
any of the  foregoing  individuals,  unless  some  other  person  who  has  been
appointed  to vote  such  stock  pursuant  to a  bylaw  or a  resolution  of the
governing body of such  corporation or other entity or agreement of the partners
of a  partnership  presents  a  certified  copy of  such  bylaw,  resolution  or
agreement,  in which case such person may vote such stock. Any director or other
fiduciary  may vote stock  registered in his name as such  fiduciary,  either in
person or by proxy.

     Shares of stock of the Corporation directly or indirectly owned by it shall
not be voted at any  meeting and shall not be counted in  determining  the total
number of outstanding shares entitled to be voted at any given time, unless they
are held by it in a  fiduciary  capacity,  in which  case  they may be voted and
shall be counted in determining  the total number of  outstanding  shares at any
given time.

     The Board of  Directors  may adopt by  resolution  a  procedure  by which a
stockholder may certify in writing to the  Corporation  that any shares of stock
registered  in the  name  of the  stockholder  are  held  for the  account  of a
specified person other than the stockholder.  The resolution shall set forth the
class of stockholders who may make the certification,  the purpose for which the
certification  may be made, the form of certification  and the information to be
contained  in it;  if the  certification  is with  respect  to a record  date or
closing of the stock transfer  books,  the time after the record date or closing
of the stock transfer books within which the  certification  must be received by
the  Corporation;  and any other  provisions with respect to the procedure which
the Board of  Directors  considers  necessary or  desirable.  On receipt of such
certification,  the person specified in the certification  shall be regarded as,
for the purposes set forth in the  certification,  the  stockholder of record of
the specified stock in place of the stockholder who makes the certification.

     Section 9. Inspectors. At any meeting of stockholders,  the chairman of the
meeting may appoint one or more persons as  inspectors  for such  meeting.  Such
inspectors  shall  ascertain and report the number of shares  represented at the
meeting  based upon their  determination  of the validity and effect of proxies,
count all votes, report the results and perform such other acts as are proper to
conduct  the  election  and voting  with  impartiality  and  fairness to all the
stockholders.

     Each report of an  inspector  shall be in writing and signed by him or by a
majority of them if there is more than one inspector acting at such meeting.  If
there is more than one  inspector,  the report of a majority shall be the report
of the  inspectors.  The report of the  inspector or inspectors on the number of
shares  represented  at the meeting and the results of the voting shall be prima
facie evidence thereof.

     Section 10. Nominations and Proposals by Stockholders.

     (a) Annual  Meetings  of  Stockholders.  (1)  Nominations  of  persons  for
election to the Board of Directors and the proposal of business to be considered
by the  stockholders  may be made  at an  annual  meeting  of  stockholders  (i)
pursuant to the Corporation's notice of meeting,  (ii) by or at the direction of
the Board of Directors or (iii) by any  stockholder of the Corporation who was a
stockholder of record both at the time of giving of notice  provided for in this
Section 10(a) and at the time of the annual meeting,  who is entitled to vote at
the  meeting  and who  complied  with the  notice  procedures  set forth in this
Section 10(a).

          (2) For nominations or other business to be properly brought before an
     annual  meeting by a  stockholder  pursuant  to clause  (iii) of  paragraph
     (a)(1) of this Section 10, the  stockholder  must have given timely  notice
     thereof in  writing  to the  Secretary  of the  Corporation  and such other
     business must otherwise be a proper matter for action by  stockholders.  To
     be timely,  a  stockholder's  notice shall be delivered to the Secretary at
     the principal executive offices of the Corporation not later than the close
     of  business  on the  sixtieth  (60th)  day nor  earlier  than the close of
     business on the ninetieth (90th) day prior to the first  anniversary of the
     preceding year's annual meeting; provided,  however, that in the event that
     the date of the annual meeting is advanced by more than thirty (30) days or
     delayed by more than sixty (60) days from such  anniversary  date or if the
     Corporation  has not  previously  held an  annual  meeting,  notice  by the
     stockholder to be timely must be so delivered not earlier than the close of
     business  on the 90th day prior to such  annual  meeting and not later than
     the close of  business  on the  later of the 60th day prior to such  annual
     meeting  or  the  tenth  (10th)  day  following  the  day on  which  public
     announcement of the date of such meeting is first made by the  Corporation.
     In no event shall the public  announcement of a postponement or adjournment
     of an annual meeting to a later date or time commence a new time period for
     the giving of a stockholder's notice as described above. Such stockholder's
     notice shall set forth (i) as to each person whom the stockholder  proposes
     to  nominate  for  election or  reelection  as a Director  all  information
     relating to such person that is required to be disclosed  in  solicitations
     of  proxies  for  election  of  directors  in an  election  contest,  or is
     otherwise  required,  in each case  pursuant  to  Regulation  14A under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") (including
     such person's  written  consent to being named in the proxy  statement as a
     nominee  and to  serving as a Director  if  elected);  (ii) as to any other
     business that the stockholder proposes to bring before the meeting, a brief
     description of the business  desired to be brought before the meeting,  the
     reasons for  conducting  such  business  at the  meeting  and any  material
     interest in such business of such stockholder and of the beneficial  owner,
     if any,  on  whose  behalf  the  proposal  is  made;  and  (iii)  as to the
     stockholder  giving the notice and the beneficial  owner,  if any, on whose
     behalf the nomination or proposal is made, (x) the name and address of such
     stockholder,  as  they  appear  on the  Corporation's  books,  and of  such
     beneficial owner and (y) the number of shares of each class of stock of the
     Corporation which are owned  beneficially and of record by such stockholder
     and such beneficial owner.

          (3)  Notwithstanding  anything  in the second  sentence  of  paragraph
     (a)(2) of this Section 10 to the contrary,  in the event that the number of
     Directors to be elected to the Board of Directors is increased and there is
     no public  announcement by the  Corporation  naming all of the nominees for
     director or  specifying  the size of the  increased  Board of  Directors at
     least  seventy (70) days prior to the first  anniversary  of the  preceding
     year's annual  meeting,  a  stockholder's  notice  required by this Section
     10(a) shall also be  considered  timely,  but only with respect to nominees
     for any new positions created by such increase, if it shall be delivered to
     the Secretary at the principal  executive  offices of the  Corporation  not
     later than the close of business on the tenth (10th) day  following the day
     on which such public announcement is first made by the Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special  meeting  of  stockholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for  election  to the Board of  Directors  may be made at a special  meeting  of
stockholders  at  which  directors  are  to  be  elected  (i)  pursuant  to  the
Corporation's  notice of meeting,  (ii) by or at the  direction  of the Board of
Directors or (iii)  provided  that the Board of Directors  has  determined  that
directors  shall be elected at such special  meeting,  by any stockholder of the
Corporation  who is a stockholder of record both at the time of giving of notice
provided for in this Section 10(b) and at the time of the special  meeting,  who
is entitled to vote at the meeting and who complied  with the notice  procedures
set forth in this Section 10(b).  In the event the  Corporation  calls a special
meeting of stockholders for the purpose of electing one or more Directors to the
Board of Directors,  any such  stockholder  may nominate a person or persons (as
the case may be) for election to such position as specified in the Corporation's
notice of  meeting,  if the  stockholder's  notice  containing  the  information
required  by  paragraph  (a)(2) of this  Section  10 shall be  delivered  to the
Secretary at the principal executive offices of the Corporation not earlier than
the close of business on the ninetieth  (90th) day prior to such special meeting
and not later than the close of business on the later of the sixtieth (60th) day
prior to such special meeting or the tenth (10th) day following the day on which
public  announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event  shall the public  announcement  of a  postponement  or  adjournment  of a
special  meeting  to a later  date or time  commence  a new time  period for the
giving of a stockholder's notice as described above.

     (c) General. (1) Only such persons who are nominated in accordance with the
procedures  set forth in this Section 10 shall be eligible to serve as Directors
and only such business shall be conducted at a meeting of  stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 10. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting  was  made or  proposed,  as the  case may be,  in  accordance  with the
procedures  set forth in this  Section 10 and,  if any  proposed  nomination  or
business  is not in  compliance  with  this  Section  10, to  declare  that such
nomination or proposal shall be disregarded.

          (2) For purposes of this Section 10, "public  announcement" shall mean
     disclosure  in a press  release  reported  by the Dow Jones  News  Service,
     Associated Press or comparable news service or in a document publicly filed
     by the Corporation with the Securities and Exchange  Commission pursuant to
     Section 13, 14 or 15(d) of the Exchange Act.

          (3)  Notwithstanding  the  foregoing  provisions of this Section 10, a
     stockholder shall also comply with all applicable requirements of state law
     and of the  Exchange  Act and the rules  and  regulations  thereunder  with
     respect  to the  matters  set forth in this  Section  10.  Nothing  in this
     Section 10 shall be deemed to affect any right of  stockholders  to request
     inclusion  of a  proposal  in,  or any right of the  Corporation  to omit a
     proposal from, the  Corporation's  proxy  statement  pursuant to Rule 14a-8
     under the Exchange Act.

     Section 11. Action Only With Meeting.  Any action  required or permitted to
be taken by the  stockholders  of the  Corporation  must be  effected  at a duly
called annual or special meeting of the  stockholders and may not be effected by
any consent in writing by the stockholders.

                                   ARTICLE III
                                    DIRECTORS

     Section 1. General  Powers.  The  business  and affairs of the  Corporation
shall be managed under the direction of its Board of Directors.

     Section 2. Number, Term and Qualifications.  The number of Directors of the
Corporation  shall be nine (9).  Subject to any  rights of holders of  Preferred
Stock to elect  additional  Directors,  at any regular meeting or at any special
meeting called for that purpose, a majority of the entire Board of Directors may
increase or decrease the number of Directors,  provided that the number  thereof
shall never be less than the minimum  number  required by the  Maryland  General
Corporation  Law, nor more than [12],  and further  provided  that the tenure of
office of a Director  shall not be  affected  by any  decrease  in the number of
Directors. Directors need not be stockholders.

     Section 3.  Staggered  Board of Directors.  The  Directors  (other than any
Director elected solely by holders of one or more classes or series of Preferred
Stock) shall be  classified,  with respect to the terms for which they severally
hold office,  into three  classes,  as nearly  equal in number as possible,  one
class to hold office initially for a term expiring at the next succeeding annual
meeting of  stockholders,  another  class to hold  office  initially  for a term
expiring at the second  succeeding  annual meeting of  stockholders  and another
class to hold  office  initially  for a term  expiring  at the third  succeeding
annual  meeting of  stockholders,  with the members of each class to hold office
until their  successors are duly elected and qualify.  At each annual meeting of
the stockholders, the successors to the class of Directors whose term expires at
such meeting  shall be elected to hold office for a term  expiring at the annual
meeting  of  stockholders  held in the third  year  following  the year of their
election.

     Section 4. Annual and Regular  Meetings.  An annual meeting of the Board of
Directors  shall be held on a date and at the time set by the Board of Directors
in each year. The Board of Directors may provide,  by  resolution,  the time and
place,  either  within or  without  the State of  Maryland,  for the  holding of
regular  meetings  of the Board of  Directors  without  other  notice  than such
resolution.

     Section 5. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman,  the Chief Executive Officer, the President or by the
Secretary.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the State of
Maryland, as the place for holding any special meeting of the Board of Directors
called by them.

     Section 6. Notice.  Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone,  facsimile  transmission,  United
States mail or courier to each  Director at his business or  residence  address.
Notice by personal delivery,  by telephone or a facsimile  transmission shall be
given at least twenty-four (24) hours prior to the meeting. Notice by mail shall
be given at least four (4) days prior to the  meeting  and shall be deemed to be
given when deposited in the United States mail properly addressed,  with postage
thereon prepaid.  Telephone notice shall be deemed to be given when the Director
is  personally  given such  notice in a  telephone  call to which he is a party.
Facsimile transmission notice shall be deemed to be given upon completion of the
transmission  of the  message  to the  number  given to the  Corporation  by the
Director and receipt of a completed answer-back indicating receipt.  Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting  of the  Board  of  Directors  need  be  stated  in the  notice,  unless
specifically  required  by  statute or these  Bylaws.  The  transactions  of any
meeting of the Board of Directors,  however called and noticed or wherever held,
shall be as valid as though had at a meeting  duly held after  regular  call and
notice if a quorum be present and if, either  before or after the meeting,  each
of the  Directors  not present  signs a written  waiver of notice,  a consent to
holding the meeting or an approval of the minutes thereof.  The waiver of notice
or consent  need not  specify  the  purpose of the  meeting.  All such  waivers,
consents and approvals shall be filed with the corporate  records or made a part
of the  minutes  of the  meeting.  Notice of a meeting  need not be given to any
Director who attends the meeting  without  protesting,  prior  thereto or at its
commencement, the lack of notice to such Director.

     Section 7. Quorum.  A majority of the Directors  shall  constitute a quorum
for the  transaction of business.  If, at any meeting of the Board of Directors,
there  shall be less than a quorum  present,  a majority  of those  present  may
adjourn  the  meeting,  from time to time,  until a quorum is  obtained,  and no
further notice thereof need be given other than by  announcement at said meeting
which shall be so adjourned.  The Directors  present at a meeting which has been
duly called and convened may continue to transact  business  until  adjournment,
notwithstanding the withdrawal of enough Directors to leave less than a quorum.

     Section 8. Voting. The action of the majority of the Directors present at a
meeting  at which a  quorum  is  present  shall be the  action  of the  Board of
Directors,  unless the concurrence of a greater  proportion is required for such
action by applicable statute.

     Section 9. Action Without  Meeting.  Any action required or permitted to be
taken at any meeting of the Board of Directors, or any committee thereof, may be
taken without a meeting if, prior to such action,  a written  consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written  consent is filed with the minutes of the  proceedings of the Board
of Directors or committee.

     Section 10. Telephonic Meetings. Unless otherwise restricted by the Charter
or these Bylaws, members of the Board of Directors,  or any committee designated
by the  Board  of  Directors,  may  participate  in a  meeting  of the  Board of
Directors,  or any  committee,  by  means of  conference  telephone  of  similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can hear each  other at the same  time.  Participation  in a meeting by
these means shall constitute presence in person at such meeting.

     Section 11. Vacancies.  If for any reason any or all the Directors cease to
be Directors,  such event shall not terminate  the  Corporation  or affect these
Bylaws or the powers of the remaining  Directors  hereunder  (even if fewer than
three (3) Directors remain). Any vacancy on the Board of Directors for any cause
other than an increase in the number of Directors  shall be filled by a majority
of the remaining  Directors,  even if such  majority is less than a quorum.  Any
vacancy  in the number of  Directors  created  by an  increase  in the number of
Directors  may be filled by a majority  of the entire  Board of  Directors.  Any
individual  so  elected as  Director  shall hold  office  until the next  annual
meeting of stockholders and until his successor is elected and qualifies.

     Section 12. General Powers of Directors.  Each Director,  officer, employee
and agent of the  Corporation  shall,  in the  performance  of his  duties  with
respect to the  Corporation,  be  entitled to rely upon the books and records of
the  Corporation,  and  upon  information,  opinions,  reports,  or  statements,
including  financial  statements and other financial data, prepared or presented
by  officers  or  employees  of the  Corporation  believed  to be  reliable  and
competent in the matters presented, or by counsel,  independent accountants,  or
other persons as to matters  which the Board of Directors  believes to be within
such  person's  professional  or expert  competence,  regardless of whether such
counsel or expert may also be a Director.

     Section 13. Specific Powers of Directors. Without prejudice to such general
powers,  it hereby is expressly  declared that the Board of Directors shall have
the following powers:

     (a) To make and change regulations, not inconsistent with these Bylaws, for
the management of the business and affairs of the Corporation.

     (b) To purchase or  otherwise  acquire for the  Corporation  any  property,
rights or privileges which the Corporation is authorized to acquire.

     (c) To pay for any property purchased for the Corporation, either wholly or
partly  in  money,  stock,   bonds,   debentures  or  other  securities  of  the
Corporation.

     (d) To borrow  money and make and issue notes,  bonds and other  negotiable
and transferable  instruments,  mortgages,  deeds of trust and trust agreements,
and to do every act and thing necessary to effectuate the same.

     (e) If it in its judgment finds that the best interests of the  Corporation
will be served,  to remove any  officer  for cause,  or any  officer  summarily,
without cause,  and, in its discretion,  from time to time to devolve the powers
and duties of any officer upon any other person for the time being.

     (f) To appoint and remove or suspend  subordinate  officers or agents as it
may deem  necessary,  and to determine  its duties,  and to fix and from time to
time to change their salaries or  remuneration,  and to require  security as and
when it thinks fit.

     (g) To confer  upon any  officer of the  Corporation  the power to appoint,
remove and suspend subordinate officers and agents.

     (h) To determine who shall be authorized, on behalf of the Corporation,  to
make and sign  bills,  notes,  acceptances,  endorsements,  contracts  and other
instruments.

     (i) To determine  who shall be  entitled,  in the name and on behalf of the
Corporation,  to vote upon or to assign and transfer any shares of stock,  bonds
or other securities of other Corporations held by this Corporation.

     (j) To the extent  permitted  by law, to delegate  any of the powers of the
Board of Directors, in relation to the ordinary business of the Corporation,  to
any  standing  or special  committee,  or to any officer or agent (with power to
sub-delegate), upon such terms as they deem fit.

     (k) To  call  special  meetings  of the  stockholders  for any  purpose  or
purposes.

     (l) To appoint the accountants and attorneys for the Corporation.

     Section 14. Compensation. Directors shall receive a stated salary for their
services as Directors  and, by resolution of the Board, a fixed fee and expenses
of  attendance  for  attendance of each meeting.  Directors may  participate  in
retirement  plans,  stock option and  restricted  stock plans and other employee
benefit plans of the Corporation  which  specifically  permit  participation  by
Directors.

     Nothing herein  contained  shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, agent or otherwise.

     Section 15. Removal and Resignation. At a meeting of stockholders expressly
called for such  purpose,  any or all members of the Board of  Directors  may be
removed  from  office  at any  time,  but only for  cause  and then  only by the
affirmative  vote of at least eighty  percent (80%) of the votes  entitled to be
cast generally in the election of Directors,  voting together as a single class.
For the  purpose  of this  paragraph,  "cause"  shall  mean with  respect to any
particular  director  a final  judgment  of a court  of  competent  jurisdiction
holding that such director caused demonstrable, material harm to the Corporation
through  bad faith or active and  deliberate  dishonesty.  Any  Director  of the
Corporation  may resign at any time by giving written notice of his  resignation
to the Board of Directors,  the Chairman,  the President or the  Secretary.  Any
resignation  shall  take  effect at any time  subsequent  to the time  specified
therein or, if the time when it shall become effective is not specified therein,
immediately  upon its receipt.  The  acceptance  of a  resignation  shall not be
necessary to make it effective unless otherwise stated in the resignation.

                                   ARTICLE IV
                                   COMMITTEES

     Section 1. Appointments and Powers. The standing committees of the Board of
Directors  shall be the Audit  Committee,  the  Compensation  Committee  and the
Nominating  Committee.  The number of members  of each such  committee  shall be
fixed by the Board of Directors from time to time by resolution.  The members of
each such  committee  shall be elected by the Board of Directors  from among the
members of the Board of  Directors.  The Board of Directors may designate one or
more Directors as alternate members of a committee who may replace any absent or
disqualified  member at any meeting of the  committee.  Such  alternate  members
shall,  for  purposes of  determining  a quorum,  be counted in the place of the
absent or disqualified  member. A Director may  concurrently  serve on more than
one committee.  The Board of Directors may, by resolution or resolutions  passed
by a majority of the whole Board,  designate one or more other committees.  Such
committee or committees  shall have such name or names as may be stated in these
Bylaws or as may be determined  from time to time by  resolution  adopted by the
Board of Directors.  The powers and duties of the committees shall be determined
from time to time by the Board of Directors.

     Section 2.  Meetings.  Notice of committee  meetings  shall be given in the
same manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members  present at a meeting shall be the act of such  committee.  The Board of
Directors  may designate a chairman of any  committee,  and such chairman or any
two  members  of any  committee  (if  there  are at  least  two  members  of the
committee)  may fix the time and place of its  meeting  unless  the Board  shall
otherwise provide.

     Section  3.  Minutes.  Committees  shall  keep  regular  minutes  of  their
proceedings, and report the same to the Board of Directors when required.

     Section  4.  Vacancies.  Subject  to the  provisions  hereof,  the Board of
Directors  shall  have the power at any time to  change  the  membership  of any
committee,  to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

     Section 5. Audit Committee.  The Audit Committee shall select and engage in
behalf of the  Corporation,  and fix the  compensation  of, a firm of  certified
public accountants whose duty it shall be to audit the books and accounts of the
Corporation  and  its  subsidiaries  for  the  fiscal  year in  which  they  are
appointed,  and who shall report to such  Committee.  The Audit  Committee shall
confer with the auditors and shall determine, and from time to time shall report
to the  Board of  Directors  upon the  scope of the  auditing  of the  books and
accounts of the Corporation and its subsidiaries. The Audit Committee shall also
be  responsible  for  determining  that the  business  practices  and conduct of
employees and other  representatives  of the  Corporation  and its  subsidiaries
comply with the policies and procedures of the Corporation.  None of the members
of the Audit Committee shall be officers or employees of the Corporation.

                                   ARTICLE V
                                    OFFICERS

     Section  1.  Officers.  The  officers  shall  include a  Chairman,  a Chief
Executive Officer, a President, a Secretary and a Treasurer and one or more Vice
Presidents. The Board of Directors may appoint such other officers and agents as
it may deem  advisable,  who shall hold office for such terms and shall exercise
such powers and perform such duties as shall from time to time be  determined by
the  Board of  Directors.  Any two or more  offices  except  President  and Vice
President may be held by the same person.  Election of an officer or agent shall
not of itself create contract rights between the Corporation and such officer or
agent.

     Section 2. Removal and Resignation. Any officer or agent of the Corporation
may be removed by the Board of Directors  if in its judgment the best  interests
of the Corporation  would be served  thereby,  but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.  Any officer
of the  Corporation  may  resign  at any time by  giving  written  notice of his
resignation  to the Board of  Directors,  the  Chairman,  the  President  or the
Secretary.  Any resignation shall take effect at any time subsequent to the time
specified  therein  or,  if the  time  when it  shall  become  effective  is not
specified therein, immediately upon its receipt. The acceptance of a resignation
shall not be  necessary  to make it  effective  unless  otherwise  stated in the
resignation. Such resignation shall be without prejudice to the contract rights,
if any, of the Corporation.

     Section 3. Vacancies. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.

     Section 4. Chairman.  The Chairman, if one be elected, shall preside at all
meetings  of the Board of  Directors  and  stockholders,  and he shall  have and
perform  such other  duties as from time to time may be  assigned  to him by the
Board of Directors.

     Section 5. Chief Executive Officer.  The Chief Executive Officer shall have
the general  powers and duties of supervision  and management  usually vested in
the office of Chief  Executive  Officer of a corporation.  He shall have general
supervision, direction and control of the business of the Corporation. Except as
the Board of  Directors  shall  authorize  the  execution  thereof in some other
manner, he shall execute deeds,  bonds,  mortgages and other contracts on behalf
of the Corporation.

     Section 6. Chief Operating Officer.  The Board of Directors may designate a
Chief  Operating   Officer.   The  Chief   Operating   Officer  shall  have  the
responsibilities  and duties as set forth by the Board of Directors or the Chief
Executive Officer.

     Section 7. Chief Financial Officer.  The Board of Directors may designate a
Chief  Financial   Officer.   The  Chief   Financial   Officer  shall  have  the
responsibilities  and duties as set forth by the Board of Directors or the Chief
Executive Officer.

     Section 8.  President.  The  President  shall have the  general  powers and
duties of supervision  and management  usually vested in the office of President
of a corporation.  He shall have general  supervision,  direction and control of
the  business  of the  Corporation.  Except  as the  Board  of  Directors  shall
authorize the execution  thereof in some other manner,  he shall execute  deeds,
bonds, mortgages and other contracts on behalf of the Corporation.

     Section 9. Vice Presidents. In the absence of the President or in the event
of a vacancy in such office,  the Vice  President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated at the time
of their  election or, in the absence of any  designation,  then in the order of
their  election)  shall  perform 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;  and  shall  perform  such  other  duties as from time to time may be
assigned  to him by the  President  or by the Board of  Directors.  The Board of
Directors may designate one or more Vice  Presidents as Executive Vice President
or as Vice President for particular areas of responsibility.

     Section 10.  Secretary.  The  Secretary  shall give,  or cause to be given,
notice of all meetings of  stockholders  and  Directors,  and all other  notices
required  by law or by these  Bylaws,  and, in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto  directed
by the  Chairman,  the Chief  Executive  Officer,  the  President,  the Board of
Directors or the  stockholders,  upon whose requisition the meeting is called as
provided in these  Bylaws.  He shall record all  proceedings  of meetings of the
stockholders  and of the Board of Directors in a book to kept for that  purpose,
and shall  perform such other duties as may be assigned to him by the  Directors
or the President.

     Section  11.  Treasurer.  The  Treasurer  shall  have  the  custody  of the
corporate  funds and  securities,  and shall keep full and accurate  accounts of
receipts  and  disbursements  in books  belonging to the  Corporation.  He shall
deposit  all  monies  and other  valuables  in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
In the absence of a  designation  of a Chief  Financial  Officer by the Board of
Directors,   the  Treasurer  shall  be  the  Chief  Financial   Officer  of  the
Corporation.

     The Treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of  Directors or the  President,  taking  proper  vouchers for such
disbursements.  He shall render to the President and the Board of Directors,  at
the  regular  meetings  of the  Board,  or  whenever  they may  request  it,  an
accounting of all his transactions as Treasurer,  and of the financial condition
of the Corporation.

     If  required  by the  Board of  Directors,  the  Treasurer  shall  give the
Corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the Board of  Directors  for the  faithful  performance  of the
duties of his office and for the restoration to the Corporation,  in case of his
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  moneys and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 12.  Assistant  Secretaries  and  Assistant  Treasurers.  Assistant
Secretaries and Assistant Treasurers, if any, shall be appointed by the Board of
Directors or by the Chief Executive Officer, the President or Vice President and
shall have such  powers and shall  perform  such  duties as shall be assigned to
them,  respectively,  by  the  Secretary  and by the  Treasurer.  The  Assistant
Treasurers  shall,  if  required by the Board of  Directors,  give bonds for the
faithful  performance  of their  duties  in such  sums and with  such  surety or
sureties as shall be satisfactory to the Board of Directors.

     Section 13. General Powers.  In addition to the rights and duties set forth
in this  Article V, the Chief  Executive  Officer,  President,  Secretary or any
other officer of the Corporation  shall be authorized and empowered to take such
actions and to execute such documents on behalf of the  Corporation as may, from
time to time, be required.

     Section 14. Salaries.  The salaries and other  compensation of the officers
shall be fixed from time to time by the Board of Directors  and no officer shall
be prevented from receiving such salary or other  compensation  by reason of the
fact that he is also a Director.

                                   ARTICLE VI
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  Contracts.  The Board of Directors may authorize any officer or
agent to enter into any contract or to execute and deliver any instrument in the
name of and on behalf of the  Corporation  and such  authority may be general or
confined to specific instances.  Any agreement,  deed, mortgage,  lease or other
document  executed by one or more of the  Directors or by an  authorized  person
shall be valid and binding upon the Board of Directors and upon the  Corporation
when authorized or ratified by action of the Board of Directors.

     Section 2. Checks and Drafts.  All checks,  drafts or other  orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the  Corporation  shall be signed by such officer or agent of the Corporation in
such manner as shall from time to time be determined by the Board of Directors.

     Section 3. Deposits.  All funds of the Corporation  not otherwise  employed
shall be deposited  from time to time to the credit of the  Corporation  in such
banks,  trust companies or other depositories as the Chief Financial Officer may
designate.

                                   ARTICLE VII
                                      STOCK

     Section  1.   Certificates.   Each  stockholder  shall  be  entitled  to  a
certificate  or  certificates  which shall  represent  and certify the number of
shares of each class of stock held by him in the  Corporation.  Each certificate
shall  be  signed  by the  Chief  Executive  Officer,  the  President  or a Vice
President and  countersigned  by the Secretary or an Assistant  Secretary or the
Treasurer or an Assistant  Treasurer and may be sealed with the seal, if any, of
the Corporation.

     Section 2.  Transfers.  Upon  surrender to the  Corporation or the transfer
agent of the Corporation of a stock  certificate duly endorsed or accompanied by
proper  evidence  of  succession,  assignment  or  authority  to  transfer,  the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

     The  Corporation  shall be  entitled  to treat the  holder of record of any
share of stock as the  holder in fact  thereof  and,  accordingly,  shall not be
bound to recognize  any equitable or other claim to or interest in such share or
on the part of any other  person,  whether or not it shall have express or other
notice  thereof,  except  as  otherwise  provided  by the  laws of the  State of
Maryland.

     Notwithstanding  the  foregoing,  transfers of shares of any class of stock
will be subject in all respects to the Charter of the Corporation and all of the
terms and conditions contained therein.

     Section 3. Replacement Certificate.  Any officer designated by the Board of
Directors may direct a new  certificate to be issued in place of any certificate
previously  issued  by the  Corporation  alleged  to have been  lost,  stolen or
destroyed  upon the making of an affidavit  of that fact by the person  claiming
the certificate to be lost,  stolen or destroyed.  When authorizing the issuance
of a new  certificate,  an officer  designated by the Board of Directors may, in
his discretion and as a condition precedent to the issuance thereof, require the
owner of such  lost,  stolen  or  destroyed  certificate  or the  owner's  legal
representative  to advertise the same in such manner as he shall require  and/or
to give bond, with sufficient surety, to the Corporation to indemnify it against
any  loss or  claim  which  may  arise  as a  result  of the  issuance  of a new
certificate.

     Section 4. Closing of Transfer Books or Fixing of Record Date. The Board of
Directors  may set,  in advance,  a record  date for the purpose of  determining
stockholders  entitled to notice of or to vote at any meeting of stockholders or
determining  stockholders  entitled  to receive  payment of any  dividend or the
allotment  of  any  other  rights,  or in  order  to  make  a  determination  of
stockholders for any other proper purpose.  Such date, in any case, shall not be
prior to the close of  business on the day the record date is fixed and shall be
not more than ninety  (90) days and,  in the case of a meeting of  stockholders,
not less than ten (10) days,  before the date on which the meeting or particular
action  requiring such  determination of stockholders of record is to be held or
taken.

     In lieu of fixing a record date,  the Board of  Directors  may provide that
the stock transfer books shall be closed for a stated period but not longer than
twenty  (20) days.  If the stock  transfer  books are closed for the  purpose of
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders,  such books  shall be closed for at least ten (10) days before the
date of such meeting.

     If no record date is fixed and the stock transfer books are
not closed for the  determination of  stockholders,  (a) the record date for the
determination  of stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day on which the notice of
meeting is mailed or the thirtieth  (30th) day before the meeting,  whichever is
the closer date to the meeting; and (b) the record date for the determination of
stockholders  entitled to receive  payment of a dividend or an  allotment of any
other rights  shall be the close of business on the day on which the  resolution
of the directors, declaring the dividend or allotment of rights, is adopted.

     When a  determination  of  stockholders  entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment  thereof,  except when (i) the  determination  has been
made through the closing of the transfer  books and the stated period of closing
has  expired or (ii) the  meeting is  adjourned  to a date more than one hundred
twenty  (120) days after the record  date  fixed for the  original  meeting,  in
either of which case a new record date shall be determined as set forth herein.

     Section 5. Stock Ledger.  The  Corporation  shall maintain at its principal
office or at the  office of its  counsel,  accountants  or  transfer  agent,  an
original  or  duplicate  share  ledger  containing  the name and address of each
stockholder and the number of shares of each class held by such stockholder.

     Section 6. Fractional Stock;  Issuance of Units. The Board of Directors may
issue  fractional  stock or provide for the issuance of scrip, all on such terms
and under  such  conditions  as they may  determine.  Notwithstanding  any other
provision of the Charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation.  Any security issued in a
unit shall have the same  characteristics as any identical  securities issued by
the  Corporation,  except that the Board of  Directors  may  provide  that for a
specified  period  securities  of the  Corporation  issued  in such  unit may be
transferred on the books of the Corporation only in such unit.

                                  ARTICLE VIII
                                 ACCOUNTING YEAR

     The Board of Directors shall have the power,  from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.

                                   ARTICLE IX
                                  DISTRIBUTIONS

     Section 1. Authorization.  Dividends and other distributions upon the stock
of the  Corporation  may be  authorized  and declared by the Board of Directors,
subject to the provisions of law and the Charter of the  Corporation.  Dividends
and  other  distributions  may  be  paid  in  cash,  property  or  stock  of the
Corporation, subject to the provisions of law and the Charter.

     Section  2.  Contingencies.  Before  payment  of  any  dividends  or  other
distributions,  there  may be set aside  out of any  assets  of the  Corporation
available for dividends or other  distributions such sum or sums as the Board of
Directors may from time to time, in its absolute  discretion,  think proper as a
reserve fund for contingencies, for equalizing dividends or other distributions,
for repairing or maintaining  any property of the  Corporation or for such other
purpose as the Board of Directors  shall determine to be in the best interest of
the  Corporation,  and the Board of  Directors  may modify or  abolish  any such
reserve in the manner in which it was created.

                                    ARTICLE X
                                INVESTMENT POLICY

     Subject to the provisions of the Charter of the  Corporation,  the Board of
Directors may from time to time adopt,  amend, revise or terminate any policy or
policies  with  respect  to  investments  by the  Corporation  as it shall  deem
appropriate in its sole discretion.

                                   ARTICLE XI
                                      SEAL

     Section 1. Seal.  The Board of Directors  may  authorize  the adoption of a
seal by the Corporation.  The seal shall contain the name of the Corporation and
the year of its incorporation and the words  "Incorporated  Maryland." The Board
of  Directors  may  authorize  one or more  duplicate  seals and provide for the
custody thereof.

     Section 2. Affixing Seal. Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the requirements
of any law,  rule or  regulation  relating to a seal to place the word  "(SEAL)"
adjacent to the  signature of the person  authorized  to execute the document on
behalf of the Corporation.

                                  ARTICLE XII
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 1. Indemnification. To the maximum extent permitted by Maryland law
in effect  from time to time,  the  Corporation  shall  indemnify  and,  without
requiring  a  preliminary   determination   of  the  ultimate   entitlement   to
indemnification,  shall pay or reimburse reasonable expenses in advance of final
disposition  of a proceeding  to (i) any  individual  who is a present or former
Director or officer of the Corporation and who is made a party to the proceeding
by reason of his service in that capacity or (ii) any  individual  who,  while a
Director of the Corporation and at the request of the Corporation, serves or has
served as a director,  officer, partner or trustee of another corporation,  real
estate investment trust,  partnership,  joint venture,  trust,  employee benefit
plan or any other enterprise as a director,  officer, partner or trustee of such
corporation,  real estate investment trust,  partnership,  joint venture, trust,
employee  benefit  plan or  other  enterprise  and  who is  made a party  to the
proceeding by reason of his service in that capacity. The Corporation shall have
the  power,  with the  approval  of the  Board of  Directors,  to  provide  such
indemnification and advancement of expenses to a person who served a predecessor
of the  Corporation in any of the capacities  described in (i) or (ii) above and
to any employee or agent of the Corporation or a predecessor of the Corporation.
Neither the amendment nor repeal of this Article,  nor the adoption or amendment
of any other provision of the Bylaws or charter of the Corporation  inconsistent
with this Article,  shall apply to or affect in any respect the applicability of
the preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.

     Section 2. Provisions Not Exclusive. This Article shall not be construed as
a  limitation  upon the power of the  Corporation  to enter  into  contracts  or
undertakings  of indemnity  with a Director,  officer,  employee or agent of the
Corporation,  nor shall it be construed as a limitation upon any rights to which
a person seeking  indemnification  may be entitled under any agreement,  vote of
stockholders or disinterested directors or otherwise,  both as to actions in his
official capacity and as to action in another capacity while holding office.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     Section 1.  Corporate  Records.  The  Corporation  shall keep  correct  and
complete books of account and minutes of the proceedings of its stockholders and
Directors.

     The  Corporation  shall  keep  and  maintain  at its  principal  offices  a
certified  copy of its Charter and all amendments  thereto,  a certified copy of
its Bylaws and all amendments thereto.

     The Directors shall take all reasonable steps to assure that a
full and correct annual  statement of the affairs of the Corporation is prepared
annually,  including a balance sheet and a financial statement of operations for
the  preceding  fiscal year which shall be  certified by  independent  certified
public  accountants,  and distributed to stockholders  within one hundred twenty
(120) days after the close of the  Corporation's  fiscal  year and a  reasonable
period of time prior to the annual meeting of stockholders.  The Directors shall
also be responsible for scheduling the annual meeting of stockholders.

     Section 2. Notice and Waiver of Notice.  Whenever,  pursuant to the laws of
the State of Maryland, the Charter or these Bylaws, any notice is required to be
given,  personal notice is not meant unless expressly so stated,  and any notice
so required  shall be deemed to be sufficient if given by depositing the same in
the United  States  mail,  postage  prepaid,  addressed  to the person  entitled
thereto at his address as it appears on the records of the Corporation, and such
notice  shall  be  deemed  to  have  been  given  on the  day of  such  mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by statute.

     Any notice required to be given may be waived, in writing, by the person or
persons  entitled  thereto,  whether  before or after the time  stated  therein.
Neither the business to be  transacted at nor the purpose of any meeting need be
set forth in the waiver of notice,  unless specifically required by statute. The
attendance of any person at any meeting  shall  constitute a waiver of notice of
such meeting, except where such person attends a meeting for the express purpose
of objecting to the  transaction  of any business on the ground that the meeting
is not lawfully called or convened.

     Section 3. Transactions with Officers and Directors.  The Corporation shall
not  engage  in any  purchase,  sale or lease  of  property  or  other  business
transaction in which an officer or Director of the  Corporation  has a direct or
indirect  material  interest without the approval by resolution of a majority of
those Directors who do not have an interest in such transaction.

                                  ARTICLE XIV
                              AMENDMENTS TO BYLAWS

         The Board of Directors shall have the exclusive  power to adopt,  alter
or repeal any provision of these Bylaws and to make new Bylaws.