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                                                                  Exhibit 3(a)

                              DECLARATION OF TRUST
                                       OF
                             KEYSTONE PROPERTY TRUST

                                 APRIL 30, 1999

      DECLARATION OF TRUST made as of the date set forth above by the
undersigned Trustees.

                                   WITNESSETH:

      WHEREAS, the Trustees desire to create a trust for the principal purpose
of investing in real property and interests therein; and

      WHEREAS, the Trustees desire that such trust qualify as a "real estate
investment trust" under the Code, and as a "real estate investment trust" under
Title 8 of the Corporations and Associations Article of the Annotated Code of
Maryland; and

      WHEREAS, in furtherance of such purpose the Trustees intend to acquire
certain real property and interests therein and to hold, manage and dispose of
all such property as Trustees in the manner hereinafter stated; and

      WHEREAS, it is proposed that the beneficial interest in the Trust be
divided into transferable shares of beneficial interest as hereinafter provided;

      NOW, THEREFORE, it is hereby agreed and declared that the Trustees will
hold any and all property of every type and description which they are acquiring
or may hereafter acquire as Trustees, together with the proceeds thereof, in
trust, to manage and dispose of the same for the benefit of the holders from
time to time of the shares of beneficial interest being issued and to be, issued
hereunder in the manner and subject to the stipulations contained herein.

                                    ARTICLE I

                                    THE TRUST

      1.1. NAME. The name of the Trust created by this Declaration of Trust
shall be "Keystone Property Trust" and so far as may be practicable the Trustees
shall conduct the Trust's activities, execute all documents and sue or be sued
under that name, which name (and the word "TRUST" wherever used in this
Declaration of Trust, except where the context otherwise requires) shall refer
to the Trustees collectively but not individually or personally and not to the
officers, agents, employees or Shareholders of the Trust or of such Trustees. If
the Trustees determine that the use of such name is not practicable or if the
Trustees are contractually bound
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to change that name, they may use another designation or they may adopt another
name under which the Trust may hold property or conduct its activities.

      1.2. PLACES OF BUSINESS. The Trust shall maintain an office in Maryland at
c/o The CSC Lawyers Incorporating Service Company, Maryland, 11 East Chase
Street, Baltimore, Maryland 21202 or such other place in Maryland as the
Trustees may determine from time to time. The Resident Agent of the Trust at
such office shall be The Prentice-Hall Company System, Maryland, 11 East
Chase Street, Baltimore, Maryland 21202. The resident agent is a Maryland
corporation. The Trust may change such Resident Agent from time to time as
the Trustees shall determine. The Trust may have such other offices or places
of business within or without the State of Maryland as the Trustees may from
time to time determine.

      1.3. NATURE OF TRUST. The Trust shall be a real estate investment trust
within the meaning of Title 8 of the Corporations and Associations Article of
the Annotated Code of Maryland. It is also intended that the Trust shall qualify
and carry on business as a "real estate investment trust" as described in the
Code. The Trust is not intended to be, shall not be deemed to be, and shall not
be treated as a general partnership, limited partnership, joint venture,
corporation or joint stock company (but nothing herein shall preclude the Trust
from being treated for tax purposes as an association under the Code); nor shall
the Trustees or Shareholders or any of them for any purpose be, nor be deemed to
be, nor be treated in any way whatsoever as, liable or responsible hereunder as
partners or joint venturers. The relationship of the Shareholders to the
Trustees shall be solely that of beneficiaries of the Trust in accordance with
the rights conferred upon them by this Declaration of Trust.

                                   ARTICLE II

                                    TRUSTEES

      2.1. NUMBER, TERM OF OFFICE AND QUALIFICATIONS OF TRUSTEES.

            (a) The number of Trustees shall initially be seven. The number of
      Trustees may be increased or decreased pursuant to the Bylaws of the Trust
      (which action may not affect the tenure of office of any Trustee), but
      shall never be more than fifteen nor less than the minimum number
      permitted by the laws of the State of Maryland now or hereafter in force.

            (b) The Trustees (other than any Trustee elected solely by holders
      of one or more classes or series of Preferred Shares) shall be divided
      into three classes, as nearly equal in number as possible. The Class of
      Trustees designated as Class I Trustees shall hold office initially for a
      term expiring at the annual meeting of Shareholders to be held in 2001.
      The Class of Trustees designated as Class II Trustees shall hold office
      initially for a term expiring at the annual meeting of Shareholders to be
      held in 2002. The Class of Trustees designated as Class III Trustees shall
      hold office initially for a term expiring at the annual meeting of
      Shareholders to be held in 2000. Trustees elected to


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      succeed those Trustees whose terms have thereupon expired shall be elected
      for a term of office of three years and until the election and
      qualification of their successors. If the number of Trustees is changed,
      any increase or decrease shall be apportioned among the classes so as to
      maintain or attain, if possible, the equality of the number of Trustees in
      each class, but in no case will a decrease in the number of Trustees
      shorten the term of any incumbent Trustee. If such equality is not
      possible, the increase or decrease shall be apportioned among the classes
      in such a way that the difference in the number of Trustees in any two
      classes shall not exceed one. Shareholder votes to elect Trustees shall be
      conducted in the manner provided in the Bylaws. There shall be no
      cumulative voting in the election of Trustees. A Trustee shall be an
      individual at least 21 years of age who is not under legal disability.
      Unless otherwise required by law, no Trustee shall be required to give
      bond, surety or security in any jurisdiction for the performance of any
      duties or obligations hereunder. The Trustees in their capacity as
      Trustees shall not be required to be Shareholders or to devote their
      entire time to the business and affairs of the Trust.

            (c) The name and class of the Trustees who shall serve as the
      initial Trustees after the Closing Date and until their successors are
      duly elected and qualified is:

            NAME                                                    CLASS
      ----------------------------------------------------------  ---------

      Michael J. Falcone........................................  Class I

      Francesco Galesi..........................................  Class I

      Jeffrey E. Kelter.........................................  Class II

      Russell C. Platt..........................................  Class II

      David H. Lesser...........................................  Class III

      David F. McBride..........................................  Class III

      James R. Mulvihill........................................  Class III

      2.2. COMPENSATION AND OTHER REMUNERATION. The Trustees shall be entitled
to receive such reasonable compensation for their services as Trustees as the
Trustees may determine from time to time. The Trustees and officers of the Trust
shall be entitled to receive remuneration for services rendered to the Trust in
any other capacity. Subject to Sections 5.6 and 5.7 hereof, such services may
include, without limitation, services as an officer of the Trust, legal,
accounting or other professional services, or services as a broker, transfer
agent or underwriter, whether performed by a Trustee or any Person affiliated
with a Trustee.

      2.3. RESIGNATION, REMOVAL AND DEATH OF TRUSTEES. A Trustee may resign at
any time by giving written notice to the remaining Trustees at the principal
office of the Trust. Such resignation shall take effect on the date specified in
such notice, without need for prior


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accounting. Subject to the rights of holders of one or more classes or series of
Preferred Stock to elect one or more Trustees, a Trustee may be removed at any
time, but only for cause, and by the affirmative vote of the holders of Shares
representing a majority of the total votes authorized to be cast by Shares then
outstanding and entitled to vote thereon, voting as a single class. A Trustee
judged incompetent or for whom a guardian or conservator has been appointed
shall be deemed to have resigned as of the date of such adjudication or
appointment. Upon the resignation or removal of any Trustee, or his otherwise
ceasing to be a Trustee, he shall execute and deliver such documents as the
remaining Trustees shall require for the conveyance of any Trust property held
in his name, shall account to the remaining Trustees as they require for all
property which he holds as Trustee and shall thereupon be discharged as Trustee.
Upon the incapacity or death of any Trustee, his legal representative shall
perform the acts set forth in the preceding sentence and the discharge mentioned
therein shall run to such legal representative and to the incapacitated Trustee
or the estate of the deceased Trustee, as the case may be.

      2.4. VACANCIES.

            (a) If any or all the Trustees cease to be Trustees hereunder,
      whether by reason of resignation, removal, incapacity, death or otherwise,
      such event shall not terminate the Trust or affect its continuity. Until
      vacancies are filled, the remaining Trustee or Trustees (even though fewer
      than three) may exercise the powers of the Trustees hereunder.

            (b) Subject to the rights of the holders of any class of stock
      separately entitled to elect one or more Trustees, the stockholders may
      elect a successor to fill a vacancy on the Board which results from the
      removal of a Trustee. A Trustee elected by the stockholders to fill a
      vacancy which results from the removal of a Trustee serves for the balance
      of the term of the removed Trustee. Subject to the rights of the holders
      of any class of stock separately entitled to elect one more Trustees, a
      majority of the remaining Trustees, whether or not sufficient to
      constitute a quorum, may fill a vacancy on the Board which results from
      any cause except an increase in the number of Trustees, and a majority of
      the entire Board may fill a vacancy which results from an increase in the
      number of Trustees. A Trustee elected by the Board to fill a vacancy
      serves until the next annual meeting of stockholders and until his or her
      successor is elected and qualified. If at any time there shall be no
      Trustees in office, successor Trustees shall be elected by the
      Shareholders as provided in Section 4.9 hereof. Any Trustee elected to
      fill a vacancy created by the resignation, removal or death of a former
      Trustee shall hold office for the unexpired term of such former Trustee.

      2.5. SUCCESSOR AND ADDITIONAL TRUSTEES. The right, title and interest of
the Trustees in and to the Trust Estate shall also vest in successor and
additional Trustees upon their qualification, and they shall thereupon have all
the rights and obligations of Trustees hereunder. Such right, title and interest
shall vest in the Trustees whether or not conveyancing documents have been
executed and delivered pursuant to Section 2.3 hereof or otherwise. Appropriate
written evidence of the election and qualification of successor and additional
Trustees shall be filed with the records of the Trust and in such other offices
or places as the Trustees may deem necessary, appropriate or desirable.


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      2.6. ACTIONS BY TRUSTEES.

            (a) The Trustees may act with or without a meeting. A quorum for all
      meetings of the Trustees shall be a majority of the Trustees; PROVIDED,
      HOWEVER, that, whenever pursuant to Section 5.7 hereof or otherwise the
      vote of a majority of a particular group of Trustees is required at a
      meeting, a quorum for such meeting shall be a majority of the Trustees
      which shall include a majority of such group. Unless specifically provided
      otherwise in this Declaration of Trust, any action of the Trustees may be
      taken at a meeting at which a quorum is present by vote of a majority of
      the Trustees present or without a meeting by written consents of a
      majority of the Trustees, which consents shall be filed with the records
      of meetings of the Trustees. Any action or actions permitted to be taken
      by the Trustees in connection with the business of the Trust may be taken
      pursuant to authority granted by a meeting of the Trustees conducted by a
      telephone conference call, and the transaction of Trust business
      represented thereby shall be of the same authority and validity as if
      transacted at a meeting of the Trustees held in person or by written
      consent. The minutes of any Trustees' meeting held by telephone shall be
      prepared in the same manner as a meeting of the Trustees held in person.
      The acquisition or disposition of any investment shall require the
      approval of a majority of Trustees, except as otherwise provided in
      Section 5.7 hereof. Any agreement, deed, mortgage, lease or other
      instrument or writing executed by one or more of the Trustees or by any
      authorized Person shall be valid and binding upon the Trustees and upon
      the Trust when authorized or ratified by action of the Trustees or as
      provided in the Bylaws.

            (b) With respect to the actions of the Trustees, Trustees who have,
      or are Affiliates of Persons who have, any direct or indirect interest in
      or connection with any matter being acted upon may be counted for all
      quorum purposes under this Section 2.6 hereof and, subject to the
      provisions of Section 5.7 hereof, may vote on the matter as to which they
      or their Affiliates have such interest or connection.

      2.7. COMMITTEES. The Trustees may appoint an audit committee and such
other standing committees as the Trustees determine. Each standing committee
shall consist of one or more members. Each committee shall have such powers,
duties and obligations as the Trustees may deem necessary or appropriate. The
standing committees shall report their activities periodically to the Trustees.

      2.8. INDEPENDENT TRUSTEES. Notwithstanding anything herein to the
contrary, at all times (except during a period not to exceed sixty (60) days
following the death, resignation, incapacity or removal from office of a Trustee
prior to the expiration of the Trustee's term of office), two of the Trustees
shall be "Independent Trustees." Independent Trustees shall mean Trustees who
are not (i) officers of the Trust, (ii) related to officers of the Trust or
(iii) holders, or officers or directors of such holders, of more than 5% of the
issued and outstanding Shares of capital stock of the Trust on a fully diluted
basis.


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                                   ARTICLE III

                                TRUSTEES' POWERS

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

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

            (a) to retain, invest and reinvest the capital or other funds of the
      Trust in, and to acquire, purchase, or own, real or personal property of
      any kind, whether tangible or intangible, wherever located in the world,
      and make commitments for such investments, all without regard to whether
      any such property is authorized by law for the investment of trust funds
      or produces or may produce income; to possess and exercise all the rights,
      powers and privileges appertaining to the ownership of the Trust Estate;
      and to increase the capital of the Trust at any time by the issuance of
      any additional authorized Shares or other Securities of the Trust for such
      consideration as they deem advisable;

            (b) without limitation of the powers set forth in Section 3.2(a)
      hereof, to invest in, purchase or otherwise acquire for such consideration
      as they deem proper, in cash or other property or through the issuance of
      shares or through the issuance of notes, debentures, bonds or other
      obligations of the Trust, and to hold for investment, the entire or any
      participating interests in any Mortgage Loans or interest in Real
      Property, including ownership of, or participation in the ownership of, or
      rights to acquire, equity interests in Real Property or in Persons owning,
      developing, improving, operating or managing Real Property, which
      interests may be acquired independently of or in connection with other
      investment activities of the Trust and in the latter case, may include
      rights to receive additional payments based on gross income or rental or
      other


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      income from the Real Property or improvements thereon; and to invest in
      loans secured by the pledge or transfer of Mortgage Loans;

            (c) to sell, rent, lease, hire, exchange, release, partition,
      assign, mortgage, pledge, hypothecate, grant security interests in,
      encumber, negotiate, convey, transfer or otherwise dispose of any and all
      the Trust Estate by deeds (including deeds in lieu of foreclosure), trust
      deeds, assignments, bills of sale, transfers, leases, mortgages, financing
      statements, security agreements and other instruments for any of such
      purposes executed and delivered for and on behalf of the Trust or the
      Trustees by one or more of the Trustees or by a duly authorized officer,
      employee, agent or nominee of the Trust;

            (d) to issue Shares, bonds, debentures, notes or other evidences of
      indebtedness, which may be secured or unsecured and may be subordinated to
      any indebtedness of the Trust, to such Persons for such cash, property or
      other consideration (including Securities issued or created by, or
      interests in, any Person) at such time or times and on such terms as the
      Trustees may deem advisable and to list any of the foregoing securities
      issued by the Trust on any securities exchange and to purchase or
      otherwise acquire, hold, cancel, reissue, sell and transfer any of such
      Securities, and to cause the instruments evidencing such Securities to
      bear an actual or facsimile imprint of the seal of the Trust (if the
      Trustees shall have adopted such a seal) and to be signed by manual or
      facsimile signature or signatures (and to issue such Securities, whether
      or not any Person whose manual or facsimile signature shall be imprinted
      thereon shall have ceased to occupy the office with respect to which such
      signature was authorized), PROVIDED THAT, where only facsimile signatures
      for the Trust are used, the instrument shall be countersigned manually by
      a transfer agent, registrar or other authentication agent; and to issue
      any of such Securities of different types in combinations or units with
      such restrictions on the separate transferability thereof as the Trustees
      shall determine;

            (e) to enter into leases of real and personal property as lessor or
      lessee and to enter into contracts, obligations and other agreements for a
      term, and to invest in obligations having a term, extending beyond the
      term of office of the Trustees and beyond the possible termination of the
      Trust, or having a lesser term;

            (f) to borrow money and give negotiable or nonnegotiable instruments
      therefor; or guarantee, indemnify or act as surety with respect to payment
      or performance of obligations of third parties; to enter into other
      obligations on behalf of the Trust; and to assign, convey, transfer,
      mortgage, subordinate, pledge, grant security interest in, encumber or
      hypothecate the Trust Estate to secure any indebtedness of the Trust or
      any other of the foregoing obligations of the Trust;

            (g) to lend money, whether secured or unsecured;

            (h) to create reserve funds for any purpose;

            (i) to incur and pay out of the Trust Estate any charges or
      expenses, and to disburse any funds of the Trust, which charges, expenses
      or disbursements are, in the


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      opinion of the Trustees, necessary or incidental to or desirable for the
      carrying out of any of the purposes of the Trust or conducting the
      business of the Trust, including without limitation taxes and other
      governmental levies, charges and assessments, of whatever kind or nature,
      imposed upon or against the Trustees in connection with the Trust or the
      Trust Estate or upon or against the Trust Estate or any part thereof, and
      for any of the purposes herein;

            (j) to deposit funds of the Trust in banks, trust companies, savings
      and loan associations and other depositaries, whether or not such deposits
      will draw interest, the same to be subject to withdrawal on such terms and
      in such manner and by such Person or Persons (including any one or more
      Trustees or officers, employees or agents, of the Trust) as the Trustees
      may determine;

            (k) to possess and exercise all the rights, powers and privileges
      pertaining to the ownership of all or any Mortgages or Securities issued
      or created by, or interests in, any Person, forming part of the Trust
      Estate, to the same extent that an individual might do so, and, without
      limiting the generality of the foregoing, to vote or give any consent,
      request or notice, or waive any notice, either in person or by proxy or
      power of attorney, with or without power of substitution, to one or more
      Persons, which proxies and powers of attorney may be for meetings or
      action generally or for any particular meeting or action, and may include
      the exercise of discretionary powers;

            (l) to cause to be organized or assist in organizing any Person
      under the laws of any jurisdiction to acquire the Trust Estate or any part
      or parts thereof or to carry on any business in which the Trust shall
      directly or indirectly have any interest, and to sell, rent, lease, hire,
      convey, negotiate, assign, exchange or transfer the Trust Estate or any
      part or parts thereof to or with any such Person or any existing Person in
      exchange for the Securities thereof or otherwise, and to merge or
      consolidate the Trust with or into any Person or merge or consolidate any
      Person into the Trust, and to lend money to, subscribe for the Securities
      of, and enter into any contracts with, any Person in which the Trust holds
      or is about to acquire Securities or any other interest;

            (m) to enter into joint ventures, general or limited partnerships,
      limited liability companies, participation or agency arrangements and any
      other lawful combinations or associations, and to act as a general or
      limited partner or a member thereof;

            (n) to elect, appoint, engage or employ such officers for the Trust
      as the Trustees may determine, who may be removed or discharged at the
      discretion of the Trustees, such officers to have such powers and duties,
      and to serve such terms, as may be prescribed by the Trustees or by the
      Bylaws; to engage or employ any Persons (including, subject to the
      provisions of Sections 5.6 and 5.7 hereof, any Trustee or officer, agent
      or employee of the Trust and any Person in which any Trustee, officer or
      agent is directly or indirectly interested or with which he is directly or
      indirectly connected) as agents, representatives, employees, or
      independent contractors (including without limitation real estate
      advisors, investment advisors, transfer agents, registrars, underwriters,
      accountants, attorneys at law, real estate agents, managers, appraisers,
      brokers, architects, engineers, construction


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      managers, general contractors or otherwise) in one or more capacities, and
      to pay compensation from the Trust for services in as many capacities as
      such Person may be so engaged or employed; and to delegate any of the
      powers and duties of the Trustees to any one or more Trustees, agents,
      representatives, officers, employees, independent contractors or other
      Persons;

            (o) to determine or cause to be determined from time to time the
      value of all or any part of the Trust Estate and of any services,
      Securities, property or other consideration to be furnished to or acquired
      by the Trust, and from time to time to revalue or cause to be revalued all
      or any part of the Trust Estate in accordance with such appraisals or
      other information as are, in the Trustees' sole judgment, necessary and/or
      satisfactory;

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

            (q) to renew, modify, release, compromise, extend, consolidate or
      cancel, in whole or in part, any obligation to or of the Trust or
      participate in any reorganization of obligors to the Trust;

            (r) to self-insure or to purchase and pay for out of the Trust
      Estate insurance contracts and policies, including contracts of indemnity,
      insuring the Trust Estate against any and all risks and insuring the Trust
      and/or all or any of the Trustees, the Shareholders, or the officers,
      employees or agents of the Trust or Persons who may directly or indirectly
      control the Trust against any and all claims and liabilities of every
      nature asserted by any Person arising by reason of any action alleged to
      have been taken or omitted by the Trust or by the Trustees, Shareholders,
      officers, employees agents or controlling Persons whether or not the Trust
      would have the power to indemnify such Person or Persons against any such
      claim or liability;

            (s) to cause legal title to any of the Trust Estate to be held by
      and/or in the name of the Trustees, or, except as prohibited by law, by
      and/or in the name of the Trust or one or more of the Trustees or any
      other Person, on such terms, in such manner and with such powers in such
      Person as the Trustees may determine, and with or without disclosure that
      the Trust or Trustees are interested therein;

            (t) to adopt a fiscal year for the Trust, and from time to time to
      change such fiscal year;

            (u) to adopt and use a seal (but the use of a seal shall not be
      required for the execution of instruments or obligations of the Trust);


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            (v) to the extent permitted by law, to indemnify or enter into
      agreements with respect to indemnification with any Person with which the
      Trust has dealings, including without limitation any broker/dealer,
      investment bank, investment advisor or independent contractor, to such
      extent as the Trustees shall determine;

            (w) to confess judgment against the Trust;

            (x) to discontinue the operations of the Trust;

            (y) to repurchase or redeem Shares and other Securities issued by
      the Trust;

            (z) to declare and pay dividends or distributions, consisting of
      cash, property or Securities, to the holders of Shares of the Trust out of
      any funds legally available therefor;

            (aa) to determine from time to time in accordance with sound
      accounting practice or other reasonable valuation methods what constitutes
      annual or other net profits, earnings, surplus or net assets in excess of
      capital;

            (ab) to fix and vary from time to time the amount to be reserved as
      working capital, or determine that retained earnings or surplus shall
      remain in the hands of the Trust;

            (ac) to determine whether and to what extent and at what times and
      places and under what conditions and regulations the books, accounts and
      documents of the Trust, or any of them, shall be open to the inspection of
      stockholders, except as otherwise provided by statute or by the Bylaws,
      and, except as so provided, no stockholder shall have any right to inspect
      any book, account or document of the Trust unless authorized so to do by
      resolution of the Board; and

            (ad) to do all other such acts and things as are incident to the
      foregoing, and to exercise all powers which are necessary or useful to
      carry on the business of the Trust and to carry out the provisions of this
      Declaration of Trust.

      3.3. BYLAWS. The Trustees may make or adopt and from time to time amend or
repeal Bylaws (the "BYLAWS") not inconsistent with law or with this Declaration
of Trust, containing provisions relating to the business of the Trust and the
conduct of its affairs and in such Bylaws may define the duties of the officers,
employees and agents of the Trust.


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                                   ARTICLE IV

                           THE SHARES AND SHAREHOLDERS

      4.1. DESCRIPTION OF SHARES.

            (a) The interest of the Shareholders shall be divided into sixty
      five million shares of beneficial interest, $.001 par value per share,
      which shall be known collectively as "SHARES", all of which shall be
      validly issued, fully paid and non-assessable by the Trust upon receipt of
      full consideration for which they have been issued or without additional
      consideration if issued by way of share dividend or share split. All of
      the Shares shall be classified initially as "COMMON SHARES." Each holder
      of Shares shall as a result thereof be deemed to have agreed to and be
      bound by the terms of this Declaration of Trust. The Shares may be issued
      for such consideration as the Trustees shall deem advisable. The Trustees
      are hereby expressly authorized at any time, and from time to time, to
      provide for issuance of Shares upon such terms and conditions and pursuant
      to such arrangements as the Trustees may determine. Notwithstanding any
      other provisions in the Declaration of Trust, no determination shall be
      made by the Board nor shall any transaction be entered into by the Trust
      which would cause any Shares or other equity interest in the Trust not to
      constitute "transferable shares" or "transferable certificates of
      beneficial interest" under Section 856(a)(2) of the Code or which would
      cause any distribution to constitute a preferential dividend as described
      in Section 562(c) of the Code.

            (b) The Trustees are hereby expressly authorized to classify and
      reclassify any unissued Shares at any time, and from time to time, without
      Shareholder approval, by setting (or changing if such class has previously
      been established) the preferences, conversion or other rights, voting
      powers, restrictions, limitations as to dividends or distributions,
      qualifications, or terms or conditions of redemption, of the Shares and in
      connection therewith to file articles supplementary with the MSDAT. Any
      such Shares reclassified as Preferred Shares shall be called "PREFERRED
      STOCK".

            (c) Except as otherwise determined by the Trustees with respect to
      any class or series of Shares, the holders of Shares shall be entitled to
      the rights and powers hereinafter set forth in this Section 4.1. The
      holders of Shares shall be entitled to receive, when and as declared from
      time to time by the Trustees out of any funds legally available for the
      purpose, such dividends or distributions as may be declared from time to
      time by the Trustees. In the event of the termination of the Trust
      pursuant to Section 6.1 hereof or otherwise, or upon the distribution of
      its assets, the assets of the Trust available for payment and distribution
      to Shareholders shall be distributed ratably among the holders of Shares
      at the time outstanding in accordance with Section 6.2 hereof. All Common
      Shares shall have equal non-cumulative voting rights at the rate of one
      vote per Common Share, and equal dividend, distribution, liquidation and
      other rights, and (except as provided in Section 4.14 hereof) shall have
      no preference, conversion, exchange, sinking


                                       11
<PAGE>

      fund or redemption rights. Absent a contrary written agreement of the
      Trust authorized by the Trustees, and notwithstanding any other
      determination by the Trustees with respect to any class or series of
      Shares, no holder of Shares shall be entitled as a matter of right to
      subscribe for or purchase any part of any new or additional issue of
      Shares of any class whatsoever of the Trust, or of securities convertible
      into any Shares of any class whatsoever of the Trust, whether now or
      hereafter authorized and whether issued for cash or other consideration or
      by way of dividend.

      4.2. CERTIFICATES.

            (a) Ownership of Shares shall be evidenced by certificates. Every
      Shareholder shall be entitled to receive a certificate, in such form as
      the Trustees shall from time to time approve, specifying the number of
      Shares of the applicable class held by such Shareholder. Subject to
      Sections 4.6 and 4.14 hereof, such certificates shall be treated as
      negotiable and title thereto and to the Shares represented thereby shall
      be transferred by delivery thereof to the same extent in all respects as a
      stock certificate, and the Shares represented thereby, of a Maryland
      business corporation. Unless otherwise determined by the Trustees, such
      certificates shall be signed by the President and shall be countersigned
      by the Secretary or a transfer agent, and registered by a registrar, if
      any, and such signatures may be facsimile signatures in accordance with
      Section 3.2(d) hereof. There shall be filed with each transfer agent, if
      any, a copy of the form of certificate so approved by the Trustees,
      certified by the President or Secretary, and such form shall continue to
      be used unless and until the Trustees approve some other form.

            (b) Each certificate evidencing Shares shall contain a legend
      imprinted thereon to substantially the following effect or such other
      legend as the Trustees may from time to time adopt:

            THE TRUST WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT
            CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES,
            CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
            LIMITATIONS AS TO DIVIDENDS OR DISTRIBUTIONS, QUALIFICATIONS, AND
            TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH
            THE TRUST IS AUTHORIZED TO ISSUE, OF THE DIFFERENCES IN THE RELATIVE
            RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF A
            PREFERRED OR SPECIAL CLASS IN SERIES WHICH THE TRUST IS AUTHORIZED
            TO ISSUE, TO THE EXTENT THEY HAVE BEEN SET, AND OF THE AUTHORITY OF
            THE BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF
            SUBSEQUENT SERIES OF A PREFERRED OR SPECIAL CLASS OF SHARES. SUCH
            REQUEST MAY BE MADE TO THE SECRETARY OF THE TRUST OR TO ITS TRANSFER
            AGENT.

            (c) Notwithstanding Section 4.2(a) hereof, the Trustees of the Trust
      may authorize the issuance of some or all Shares of any or all classes or
      series without


                                       12
<PAGE>

      certificates. The authorization does not affect Shares already represented
      by certificates until they are surrendered to the Trust. At the time of
      issuance or transfer of Shares without certificates, the Trust shall send
      the Shareholder a written statement of the information required by Section
      4.2(b) hereof.

      4.3. FRACTIONAL SHARES. In connection with any issuance of Shares, the
Trustees may issue fractional Shares or may adopt provisions for the issuance of
scrip including, without limitation, the time within which any such scrip must
be surrendered for exchange into full Shares and the rights, if any, of holders
of scrip upon the expiration of the time so fixed, the rights, if any, to
receive proportional distributions, and the rights, if any, to redeem scrip for
cash, or the Trustees may in their discretion, or if they see fit at the option
of, each holder, provide in lieu of scrip for the adjustment of the fractions in
cash. The provisions of Section 4.2 hereof relative to certificates for Shares
shall apply so far as applicable to such scrip, except that such scrip may in
the discretion of the Trustees be signed by a transfer agent alone.

      4.4. LEGAL OWNERSHIP OF TRUST ESTATE. The legal ownership of the Trust
Estate and the right to conduct the business of the Trust are vested exclusively
in the Trustees (subject to Section 3.2(s) hereof), and the Shareholders shall
have no interest therein (other than beneficial interest in the Trust conferred
by their Shares issued hereunder) and they shall have no right to compel any
partition, division, dividend or distribution of the Trust or any of the Trust
Estate.

      4.5. SHARES DEEMED PERSONAL PROPERTY. The Shares shall be personal
property and shall confer upon the holders thereof only the interest and rights
specifically set forth or provided for in this Declaration of Trust. The death,
insolvency or incapacity of a Shareholder shall not dissolve or terminate the
Trust or affect its continuity nor give his legal representative any rights
whatsoever, whether against or in respect of other Shareholders, the Trustees or
the Trust Estate or otherwise, except the sole right to demand and, subject to
the provisions of this Declaration of Trust (including, without limitation,
Section 4.2(c) hereof), the Bylaws and any requirements of law, to receive a new
certificate for Shares registered in the name of such legal representative, in
exchange for the certificate held by such Shareholder.

      4.6. SHARE RECORD; ISSUANCE AND TRANSFERABILITY OF SHARES.

            (a) Records shall be kept by or on behalf of and under the direction
      of the Trustees, which shall contain the names and addresses of the
      Shareholders, the number of Shares held by them respectively, and, when
      represented by certificates, the numbers of the certificates representing
      the Shares, and in which there shall be recorded all transfers of Shares.
      The Trust, the Trustees and the officers, employees and agents of the
      Trust, when Shares are represented by certificates, shall be entitled to
      deem the Persons in whose names certificates are registered on the records
      of the Trust to be the absolute owners of the Shares represented thereby
      for all purposes of the Trust, and, when Shares are not represented by
      certificates, shall be entitled to deem the Persons in whose names the
      Shares are registered on the records of the Trust to be the absolute
      owners of the Shares represented thereby for all purposes of the Trust;
      but nothing herein shall be deemed to preclude the Trustees or officers,
      employees or agents of the Trust from inquiring as to the actual ownership
      of Shares. Until a transfer is duly effected on the


                                       13
<PAGE>

      records of the Trust, the Trustees shall not be affected by any notice of
      such transfer, either actual or constructive.

            (b) Shares shall be transferable on the records of the Trust only by
      the record holder thereof, or by his agent duly authorized in writing,
      upon delivery to the Trustees or a transfer agent of the certificate or
      certificates therefor, properly endorsed or accompanied by duly executed
      instruments of transfer (or for shares issued without certificates by duly
      executed instruments of transfer) and accompanied by all necessary
      documentary stamps together with such evidence of the genuineness of each
      such endorsement, execution or authorization and of other matters as may
      reasonably be required by the Trustees or such transfer agent. Upon such
      delivery, the transfer shall be recorded in the records of the Trust and,
      when the Shares are represented by certificates, a new certificate for the
      Shares so transferred shall be issued to the transferee and in case of a
      transfer of only a part of the Shares represented by any certificate, a
      new certificate 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, when the Shares are represented by
      certificates, shall receive a new certificate therefor but only upon
      delivery to the Trustees or a transfer agent of instruments and other
      evidence required by the Trustees or the transfer agent to demonstrate
      such entitlement, the existing certificate for such Shares and such
      releases from applicable governmental authorities as may be required by
      the Trustees or transfer agent. In case of the loss, mutilation or
      destruction of any certificate for shares, the Trustees may issue or cause
      to be issued a replacement certificate on such terms and subject to such
      rules and regulations as the Trustees may from time to time prescribe.
      Nothing in this Declaration of Trust shall impose upon the Trustees or a
      transfer agent a duty, or limit their rights, to inquire into adverse
      claims.

      4.7. DIVIDENDS OR DISTRIBUTIONS TO SHAREHOLDERS. Subject to Section 4.1
hereof, the Trustees may from time to time declare and pay to Shareholders such
dividends or distributions in cash, property or assets of the Trust or
Securities issued by the Trust, out of current or accumulated income, capital,
capital gains, principal, interest, surplus, proceeds from the increase or
financing or refinancing of Trust obligations, or from the sale of portions of
the Trust Estate or from any other source as the Trustees in their discretion
shall determine. Shareholders shall have no right to any dividend or
distribution unless and until declared by the Trustees. The Trustees shall
furnish the Shareholders with a statement in writing advising as to the source
of the funds so distributed not later than 120 days after the close of the
fiscal year in which the distribution was made.

      4.8. TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND REGISTRAR. The Trustees
shall have power to employ one or more transfer agents, dividend disbursing
agents and registrars and to authorize them on behalf of the Trust to keep
records, to hold and to disburse any dividends or distributions and to have and
perform, in respect of all original issues and transfers of Shares, dividends
and distributions and reports and communications to Shareholders, the powers and
duties usually had and performed by transfer agents, dividend disbursing agents
and registrars of a Maryland business corporation.


                                       14
<PAGE>

      4.9. SHAREHOLDERS' MEETINGS.

            (a) There shall be an annual meeting of the Shareholders, at such
      time and place as shall be determined by or in the manner prescribed in
      the Bylaws, at which the Trustees shall be elected and any other proper
      business may be conducted. Subject to the rights of the holders of any
      series of Preferred Stock, special meetings of Shareholders may only be
      called by the President or a majority of the Trustees. If there shall be
      no Trustees, the officers of the Trust shall promptly call a special
      meeting of the Shareholders entitled to vote for the election of successor
      Trustees.

            (b) No business shall be transacted by the Shareholders at a special
      meeting other than business that is either (1) specified in the notice of
      meeting (or any supplement thereto) given by or at the direction of the
      Trustees (or any duly authorized committee thereof) or (2) otherwise
      properly brought before the Shareholders by or at the direction of the
      Trustees.

            (c) The holders of Shares entitled to vote at the meeting
      representing a majority of the total number of votes authorized to be cast
      by Shares then outstanding and entitled to vote on any question present in
      person or by proxy shall constitute a quorum at any such meeting for
      action on such question. Any meeting may be adjourned from time to time by
      a majority of the votes properly cast upon the question, without regard to
      class, whether or not a quorum is present, and, except as otherwise
      provided in the Bylaws, the meeting may be reconvened without further
      notice. At any reconvened session of the meeting at which there shall be a
      quorum, any business may be transacted at the meeting as originally
      noticed.

            (d) Notwithstanding any provision of law requiring the authorization
      of any action by a greater proportion than a majority of the total number
      of shares then outstanding and entitled to vote thereon, except as
      otherwise clearly indicated in this Declaration of Trust or the Bylaws,
      whenever any action is to be taken by the Shareholders, it shall be
      authorized by the affirmative vote of the holders of Shares representing a
      majority of the total number of votes authorized to be cast by shares then
      outstanding and entitled to vote thereon. At all elections of Trustees,
      voting by Shareholders shall be conducted under the non-cumulative method
      and the election of Trustees shall be by the affirmative vote of the
      holders of Shares representing a majority of the total number of votes
      authorized to be cast by shares then outstanding and entitled to vote
      thereon.

            (e) Whenever Shareholders are required or permitted to take any
      action by a vote at a meeting of Shareholders, such action may be taken by
      executing written consents in lieu thereof.

            (f) For any shareholder proposal to be presented in connection with
      an annual meeting of Shareholders, including any proposal relating to the
      nomination of a Trustee to be elected to the Board, the Shareholders must
      have given timely written notice thereof in writing to the Secretary of
      the Trust in the manner and containing the information


                                       15
<PAGE>

      required by the Bylaws. Shareholder proposals to be presented in
      connection with a special meeting of Shareholders will be presented by the
      Trust only to the extent required by the Bylaws.

      4.10. PROXIES. Whenever the vote or consent of a Shareholder entitled to
vote is required or permitted under this Declaration of Trust, such vote or
consent may be given either directly by such Shareholder or by a proxy in the
form prescribed in, and subject to the provisions of, the Bylaws. The Trustees
may solicit such proxies from the Shareholders or any of them entitled to vote
in any matter requiring or permitting the Shareholders' vote or consent.

      4.11. REPORTS TO SHAREHOLDERS. Each year the Trust shall prepare an annual
report (the "ANNUAL REPORT") of its operations, which Annual Report shall
constitute the accounting of the Trustees for such fiscal year. Subject to
Section 8-401 of the Corporations and Associations Article of the Annotated Code
of Maryland, the Annual Report shall be in such form and have such content as
the Trustees deem proper. The Annual Report shall include a balance sheet, an
income statement and a surplus statement, each prepared in accordance with
generally accepted accounting principles. Such financial statements shall be
certified by an independent certified public accountant based on a full
examination of the books and records of the Trust conducted in accordance with
generally accepted auditing procedure. The Annual Report shall be submitted to
the Shareholders at or before the annual meeting of Shareholders and, within the
earlier of 20 days after the annual meeting of Shareholders or 120 days after
the fiscal year of the Trust, shall be placed on file at the principal office of
the Trust.

      4.12. FIXING RECORD DATE. The Bylaws may provide for fixing or, in the
absence of such provision, the Trustees may fix, in advance, a date as the
record date for determining the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or to express consent to any proposal without a
meeting or for the purpose of determining Shareholders entitled to receive
payment of any dividend or distribution (whether before or after termination of
the Trust) or any Annual Report or other communication from the Trustees, or for
any other purpose. The record date so fixed shall be not less than 10 days nor
more than 90 days prior to the date of the meeting or event for the purposes of
which it is fixed.

      4.13. NOTICE TO SHAREHOLDERS. Timely notice of all meetings of
Shareholders shall be given as provided in the Bylaws and in any event delivered
not less than 10 days before the meeting. Any notice of meeting or other notice,
communication or report to any Shareholder shall be deemed duly delivered to
such Shareholder when such notice, communication or report is deposited, with
postage thereon prepaid, in the United States mail, addressed to such
Shareholder at his address as it appears on the records of the Trust or is
delivered in person to such Shareholder.

      4.14. SHAREHOLDERS' DISCLOSURE; RESTRICTIONS ON SHARE TRANSFER; LIMITATION
ON HOLDINGS.

      (a)(1) Subject to Section 4.14(a)(10) hereof, during the period commencing
on the Initial Date and prior to the Restriction Termination Date:


                                       16
<PAGE>

            (A) (i) No Person, other than an Excepted Holder, shall Beneficially
      Own or Constructively Own Shares in excess of the Ownership Limit; no
      Excepted Holder shall Beneficially Own or Constructively Own Shares in
      excess of the Excepted Holder Limit for such Excepted Holder; the McBride
      Family shall not Beneficially Own or Constructively Own Shares in excess
      of the McBride Family Excepted Holder Limit; and Hudson Bay shall not
      Beneficially Own or Constructively Own Shares in excess of the Hudson Bay
      Excepted Holder Limit.

            (ii) No Person shall Beneficially or Constructively Own Shares to
      the extent that such Beneficial or Constructive Ownership of Shares would
      result in the Trust (a) being "closely held" within the meaning of Section
      856(h) of the Code (without regard to whether the ownership interest is
      held during the last half of a taxable year), or (b) otherwise failing to
      qualify as a REIT (including, but not limited to, Beneficial or
      Constructive Ownership that would result in the Trust owning (actually or
      Constructively) an interest in a tenant that is described in Section
      856(d)(2)(B) of the Code if the income derived by the Trust from such
      tenant would cause the Trust to fail to satisfy any of the gross income
      requirements of Section 856(c) of the Code).

            (iii) Notwithstanding any other provisions contained herein, any
      Transfer of Shares (whether or not such Transfer is the result of a
      transaction entered into through the facilities of the AMEX or any other
      national securities exchange or automated inter-dealer quotation system),
      that, if effective, would result in the Shares being Beneficially Owned by
      less than 100 Persons (determined under the principles of Section
      856(a)(5) of the Code) shall be void AB INITIO, and the intended
      transferee shall acquire no rights in such Shares.

            (iv) Any Transfer of Shares that, if effective, would result in
      Shares being beneficially owned by a Disqualified Person shall be void AB
      INITIO as to the Transfer of that number of shares which would be
      otherwise beneficially owned by the intended transferee, and the intended
      transferee shall acquire no rights in such Shares.

            (B) If any Transfer of Shares or change in capital structure or
other event occurs which, if effective, would result in any Person Beneficially
Owning or Constructively Owning Shares in violation of Section 4.14(a)(1)(A)(i),
(ii) or (iv) hereof,

            (i) then that number of the Shares the Beneficial or Constructive
      Ownership of which otherwise would cause such Person to violate Section
      4.14(a)(1)(A)(i), (ii) or (iv) hereof (rounded to the nearest whole
      shares) shall be automatically transferred to a Charitable Trust for the
      benefit of a Charitable Beneficiary, as described in Section 4.14(b)
      hereof, effective on the close of business on the Business Day prior to
      the date of such Transfer, and such Person shall acquire no rights in such
      shares; or


                                       17
<PAGE>

                  (ii) if the transfer to the Charitable Trust describe in
            clause (i) of this sentence would not be effective for any reason to
            prevent the violation of Section 4.14(a)(1)(A)(i), (ii) or (iv)
            hereof, then the Transfer of that number of Shares that otherwise
            would cause any Person to violate Section 4.14(a)(1)(A)(i), (ii) or
            (iv) hereof shall be void AB INITIO, and the intended transferee
            shall acquire no rights in such Shares.

            (2) If the Board of Trustees of the Trustees of the Trust or any
duly authorized committee thereof shall at any time determine in good faith that
a Transfer or other event has taken place that results in a violation of Section
4.14(a)(1) hereof or that a Person intends to acquire or has attempted to
acquire Beneficial or Constructive Ownership of any Shares in violation of
Section 4.14(a)(1) hereof (whether or not such violation is intended), the Board
of Trustees or a committee thereof shall take such action as it deems advisable
to refuse to give effect to or to prevent such Transfer or other event,
including without limitation, causing the Trust to redeem shares, refusing to
give effect to such Transfer on the books of the Trust or instituting
proceedings to enjoin such Transfer or other event; PROVIDED, HOWEVER, that any
Transfers or attempted Transfers or other events in violation of Section
4.14(a)(1) hereof shall automatically result in the transfer to the Charitable
Trust described above, and, where applicable, such Transfer (or other event)
shall be void AB INITIO as provided above irrespective of any action (or
non-action) by the Board of Trustees of committee thereof.

            (3) Any Person who acquires or attempts or intends to acquire
Beneficial Ownership or Constructive Ownership of Shares that will or may
violate Section 4.14(a)(1)(A) hereof, or any Person who would have owned Shares
that resulted in a transfer to the Charitable Trust pursuant to the provisions
of Section 4.14(a)(1)(B) hereof shall immediately give written notice to the
Trust of such event, or in the case of such proposed or attempted transaction,
give at least 15 days prior written notice, and shall provide to the Trust such
other information as the Trust may request in order to determine the effect, if
any, of such Transfer on the Trust's status as a REIT.

            (4) From the Initial Date and prior to the Restriction Termination
Date:

                  (A) every owner of more than 1% (or such other percentage as
      required by the Code or the Treasury Regulations promulgated thereunder)
      of the outstanding Shares, within 30 days after the end of each taxable
      year, shall give written notice to the Trust stating the name and address
      of such owner, the number of Shares Beneficially Owned or Constructively
      Owned, and a description of the manner in which such shares are held. Each
      such owner shall provide to the Trust such additional information as the
      Trust may request in order to determine the effect, if any, of such
      Beneficial or Constructive Ownership on the Trust's status as a REIT and
      ensure compliance with the Ownership Limit.

                  (B) each Person who is a Beneficial or Constructive Owner of
      Shares and each Person (including the shareholder of record) who is
      holding Shares for a Beneficial or Constructive Owner shall provide to the
      Trust a written statement or affidavit stating such information as the
      Trust may request, in good faith, in order to determine the Trust's


                                       18
<PAGE>

      status as a REIT and to comply with requirements of any taxing authority
      or governmental authority or to determine such compliance.

            (5) Nothing contained in this Section 4.14(a) shall limit the
authority of the Board of Trustees of the Trust to take such other action as it
deems necessary or advisable to protect the Trust and the interests of its
shareholders in preserving the Trust's status as a REIT.

            (6) In the case of an ambiguity in the application of any of the
provisions of this Section 4.14 or any definition contained in Section 8.1
hereof, the Board of Trustees of the Trust shall have the power to determine the
application of the provisions of this Section 4.14 with respect to any situation
based on the facts known to it. In the event this Section 4.14 requires an
action by the Board of Trustees and this Declaration of Trust fails to provide
specific guidance with respect to such action, the Board of Trustees shall have
the power to determine the action to be taken so long as such action is not
contrary to the provisions of this Section 4.14.

            (7) (A) Subject to Section 4.14(a)(1)(A)(ii) hereof, the Board of
Trustees of the Trust, in its sole discretion, may exempt a Person from the
Ownership Limit, and may establish or increase an Excepted Holder Ownership
Limit for such Person, if:

                  (i) the Board of Trustees obtains such representations and
            undertakings from such Person as are reasonably necessary to
            ascertain that no individual's Beneficial or Constructive Ownership
            of such Shares will violate Section 4.14(a)(1)(A)(ii) hereof;

                  (ii) such Person does not and represents that it will not own,
            actually or Constructively, an interest in a tenant of the Trust (or
            a tenant of any entity owned or controlled by the Trust) that would
            cause the Trust to own, actually or Constructively, more than a 9.8%
            interest (as set forth in Section 856(d)(2)(B) of the Code) in such
            tenant and the Board of Trustees obtains such representations and
            undertakings from such Person as are reasonably necessary to
            ascertain this fact (for this purpose, a tenant shall not be treated
            as a tenant of the Trust if the Trust (or an entity owned or
            controlled by the Trust) derives (and is expected to continue to
            derive) a sufficiently small amount of revenue from the tenant such
            that, in the opinion of the Board of Trustees of the Trust, the
            Trust's ability to qualify as a REIT is not impaired); and

                  (iii) such Person agrees that any violation or attempted
            violation of such representations or undertakings (or other action
            which is contrary to the restrictions contained in Sections
            4.14(a)(1) through 4.14(a)(6) hereof) will result in such Shares
            being automatically transferred to a Charitable Trust in accordance
            with Section 4.14(a)(1)(B) and Section 4.14(b) hereof.


                                       19
<PAGE>

                  (B) Prior to granting any exception pursuant to Section
      4.14(a)(7)(A) hereof, the Board of Trustees of the Trust may (but is not
      obligated to) require a ruling from the Internal Revenue Service, or an
      opinion of counsel, in either case in form and substance satisfactory to
      the Board of Trustees in its sole discretion, as it may deem necessary or
      advisable in order to determine or ensure the Trust's status as a REIT.
      Notwithstanding the receipt of any ruling or opinion, the Board of
      Trustees may impose such conditions or restrictions as it deems
      appropriate in connection with granting such exception.

                  (C) Subject to Section 4.14(a)(1)(A)(ii) hereof, an
      underwriter which participates in a public offering or a private placement
      of Shares (or securities convertible into or exchangeable for Shares) may
      Beneficially Own or Constructively Own Shares (or securities convertible
      into or exchangeable for Shares) in excess of the Ownership Limit, but
      only to the extent necessary to facilitate such public offering or private
      placement (and, in any event, not more than 90 days following the purchase
      by the underwriter of such Shares (or such securities convertible into or
      exchangeable for Shares)).

                  (D) The Board of Trustees may only reduce the Excepted Holder
      Ownership Limit for an Excepted Holder: (i) with the written consent of
      such Excepted Holder at any time, or (ii) pursuant to the terms and
      conditions of the agreements and understandings entered into with such
      Excepted Holder in connection with the establishment of the Excepted
      Holder Ownership Limit for that Excepted Holder. No Excepted Holder
      Ownership Limit shall be reduced to a percentage that is less than the
      Ownership Limit.

                  (E) The Board of Trustees may only reduce the McBride Family
      Excepted Holder Limit below 39.9%: (i) with the written consent of the
      McBride Family, or (ii) pursuant to the terms and conditions of Section
      8.1(w).

                  (F) The Board of Trustees may only reduce the Hudson Bay
      Excepted Holder Limit below 40% with the written consent of Hudson Bay.

            (8) The Board of Trustees may from time to time increase or decrease
the Ownership Limit; PROVIDED, HOWEVER, that:

                  (A) Any decrease may be made only prospectively as to
      subsequent holders (other than a decrease as a result of a retroactive
      change in existing law, in which case such decrease shall be effective
      immediately);

                  (B) The Ownership Limit may not be increased if, after giving
      effect to such increase, five Persons could Beneficially Own or
      Constructively Own, in the aggregate, more than 49.5% in value of the
      Shares then outstanding; and


                                       20
<PAGE>

                  (C) Prior to the modification of either of the ownership
      limitations, the Board of Trustees of the Trust may require such opinions
      of counsel, affidavits, undertakings or agreements as it may deem
      necessary or advisable in order to determine or ensure the Trust's status
      as REIT.

            (9) In addition to the legend provided in Section 4.2(b) hereof,
each certificate evidencing Shares shall contain a legend imprinted thereon (or
each statement delivered to Shareholders under Section 4.2(c) hereof shall
contain a legend therein) to substantially the following effect or such other
legend as the Trustees may from time to time adopt:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
            RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER
            FOR THE PURPOSE OF THE TRUST'S MAINTENANCE OF ITS STATUS AS A REAL
            ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND
            EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST'S DECLARATION OF TRUST,
            (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN COMMON SHARES
            OF THE TRUST IN EXCESS OF 4.9% (IN VALUE OR NUMBER OF SHARES) OF THE
            OUTSTANDING COMMON SHARES OF THE TRUST UNLESS SUCH PERSON IS AN
            EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER OWNERSHIP LIMIT
            SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR
            CONSTRUCTIVELY OWN SHARES OF THE TRUST IN EXCESS OF 9.9% (IN VALUE
            OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF ANY CLASS OR
            SERIES OF PREFERRED STOCK OF THE TRUST, UNLESS SUCH PERSON IS AN
            EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER OWNERSHIP LIMIT
            SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR
            CONSTRUCTIVELY OWN SHARES THAT WOULD RESULT IN THE TRUST BEING
            "CLOSELY HELD" UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE
            THE TRUST TO FAIL TO QUALIFY AS A REIT; (IV) NO PERSON MAY TRANSFER
            SHARES IF SUCH TRANSFER WOULD RESULT IN THE SHARES OF THE TRUST
            BEING OWNED BY FEWER THAN 100 PERSONS; (V) NO PERSON MAY TRANSFER
            SHARES IF SUCH TRANSFER WOULD RESULT IN SHARES OF THE TRUST BEING
            OWNED BY A DISQUALIFIED PERSON; AND (VI) NO PLANS AND CERTAIN OTHER
            PERSONS DESCRIBED IN OR SUBJECT TO THE PLAN ASSET REGULATIONS MAY
            OWN MORE THAN 24.9% OF THE VALUE OF ANY CLASS OF SHARES OF THE
            TRUST. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR
            ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES WHICH CAUSES
            OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES
            IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY
            NOTIFY THE TRUST. IF ANY OF THE RESTRICTIONS ON


                                       21
<PAGE>

            TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES REPRESENTED HEREBY
            MAY BE AUTOMATICALLY TRANSFERRED TO A CHARITABLE TRUSTEE OF A
            CHARITABLE TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE
            BENEFICIARIES. IN ADDITION, UPON THE OCCURRENCE OF CERTAIN EVENTS,
            ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE
            MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE
            MEANINGS DEFINED IN THE DECLARATION OF TRUST, AS THE SAME MAY BE
            AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE
            RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH
            HOLDER OF SHARES OF THE TRUST ON REQUEST AND WITHOUT CHARGE.

            (10) Nothing contained in this Section 4.14 hereof or in any
provision hereof shall preclude the settlement of any transaction entered into
through the facilities of the AMEX or any other national securities exchange or
automated inter-dealer quotation system. Although settlement of any transaction
is permitted, any transferee in such transaction shall be subject to all the
provisions and limitations set forth in this Section 4.14 hereof.

            (11) Subject to Section 4.14(a)(10) hereof,

                  (A) Prior to the date that either

                  (i) the Common Shares of the Trust qualify as a class of
      "publicly-offered securities" (within the meaning of Section
      2510.3-101(b)(2) of the Plan Asset Regulations) or

                  (ii) the Trust qualifies for another exception to the Plan
      Asset Regulations (other than the exception found in Section
      2510.3-101(a)(2)(ii) of the Plan Asset Regulations),

      the ownership of Shares of the Trust by a "benefit plan investor" (within
      the meaning of Section 2510.3-101(f)(2) of the Plan Asset Regulations) or
      persons acting on behalf thereof may not exceed 24.9% of the value of any
      class of Shares of the Trust calculated in accordance with the Plan Asset
      Regulations. The Trustees may impose such requirements and restrictions on
      purchasers and other transferees of Shares (including without limitation,
      requirements under which such purchasers and other transferees must make
      representations and agreements as to whether they are benefit plan
      investors), and related rules and regulations, as they may deem necessary
      or appropriate to monitor and enforce compliance with this Section
      4.14(a)(11)(A).

                  (B) Without limiting the last sentence of Section
      4.14(a)(11)(A), any Transfer of Shares that, if effective, would result in
      Shares being beneficially owned in a violation of Section 4.14(a)(11)(A)
      hereof shall be void AB INITIO as to the Transfer of that number of shares
      which would be otherwise beneficially


                                       22
<PAGE>

      owned by the intended transferee, and the intended transferee shall
      acquire no rights in such Shares.

                  (C) Without limiting the last sentence of Section
      4.14(a)(11)(A), if any Transfer of Shares or change in capital structure
      or other event occurs which, if effective, would result in a violation of
      Section 4.14(a)(11)(A) hereof, the provisions of Section 4.14(a)(1)(B)
      hereof shall apply to such shares in violation as if there had been a
      violation of Section 4.14(a)(1)(A)(i), (ii) or (iv) hereof.

      (b) (1) Upon any purported Transfer or other event described in Section
4.14(a)(1)(B) hereof that would result in a transfer of Shares to a Charitable
Trust, such Shares shall be deemed to have been transferred to the Charitable
Trustee as Charitable Trustee of a Charitable Trust for the exclusive benefit of
one or more Charitable Beneficiaries. Such transfer to the Charitable Trustee
shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in the transfer to
the Charitable Trust pursuant to Section 4.14(a)(1)(B) hereof. The Charitable
Trustee shall be appointed by the Trust and shall be a Person unaffiliated with
the Trust and any Prohibited Owner. Each Charitable Beneficiary shall be
designated by the Trust as provided in Section 4.14(b)(6) hereof.

            (2) Shares held by the Charitable Trustee shall be issued and
outstanding Shares of the Trust. The Prohibited Owner shall have no rights in
the shares held by the Charitable Trustee. The Prohibited Owner shall not
benefit economically from ownership of any shares held in trust by the
Charitable Trustee, shall have no rights to dividends and shall not possess any
rights to vote or other rights attributable to the shares held in the Charitable
Trust.

            (3) The Charitable Trustee shall have all voting rights and rights
to dividends or other distributions with respect to Shares held in the
Charitable Trust, which rights shall be exercised for the exclusive benefit of
the Charitable Beneficiary. Any dividend or other distribution paid prior to the
discovery by the Trust that the Shares have been transferred to the Charitable
Trustee shall be paid with respect to such Shares to the Charitable Trustee upon
demand and any dividend or other distribution authorized but unpaid shall be
paid when due to the Charitable Trustee. Any dividends or distributions so paid
over to the Charitable Trustee shall be held in trust for the Charitable
Beneficiary. The Prohibited Owner shall have no voting rights with respect to
shares held in the Charitable Trust and, subject to Maryland law, effective as
of the date that the Shares have been transferred to the Charitable Trustee, the
Charitable Trustee shall have the authority (at the Charitable Trustee's sole
discretion) (A) to rescind as void any vote cast by a Prohibited Owner prior to
the discovery by the Trust that the Shares have been transferred to the
Charitable Trustee and (B) to recast such vote in accordance with the desires of
the Charitable Trustee acting for the benefit of the Charitable Beneficiary.
Notwithstanding the provisions of this Section 4.14, until the Trust has
received notification that Shares have been transferred into a Charitable Trust,
the Trust shall be entitled to rely on its share transfer and other shareholder
records for purposes of preparing lists of shareholders entitled to vote at
meetings, determining the validity and authority of proxies and otherwise
conducting votes of shareholders.


                                       23
<PAGE>

            (4) Within 20 days of receiving notice from the Trust that Shares
have been transferred to the Charitable Trust, the Charitable Trustee of the
Charitable Trust shall sell the shares held in the Charitable Trust to a Person,
designated by the Charitable Trustee, whose ownership of the shares will not
violate the ownership limitations set forth in Section 4.14(a)(1)(A) hereof.
Upon such sale, the interest of the Charitable Beneficiary in the Shares sold
shall terminate, and the Charitable Trustee shall distribute the net proceeds of
the sale to the Prohibited Owner and to the Charitable Beneficiary as provided
in this Section 4.14(b)(4). The Prohibited Owner shall receive the lesser of (A)
the price paid by the Prohibited Owner for the shares or, if the Prohibited
Owner did not give value for the shares in connection with the event causing the
shares to be held in the Charitable Trust (E.G., in the case of a gift, devise
or other such transaction), the Market Price of the shares on the day of the
event causing the shares to be held in the Charitable Trust and (B) the price
per share received by the Charitable Trustee from the sale or other disposition
of the shares held in the Charitable Trust. Any net sales proceeds in excess of
the amount payable to the Prohibited Owner shall be immediately paid to the
Charitable Beneficiary. Each Prohibited Owner and Charitable Beneficiary waive
any and all claims that they may have against the Charitable Trustee and the
Charitable Trust arising out of the disposition of any Shares transferred to the
Charitable Trust, except for claims arising out of the gross negligence or
willful misconduct of, or any failure to make payments in accordance with this
Section 4.14(b)(4) by, the Charitable Trustee or the Trust. If, prior to the
discovery by the Trust that Shares have been transferred to the Charitable
Trustee, such shares are sold by a Prohibited Owner, then (C) such shares shall
be deemed to have been sold on behalf of the Charitable Trust and (D) to the
extent that the Prohibited Owner received an amount for such shares that exceeds
the amount that such Prohibited Owner was entitled to receive pursuant to this
Section 4.14(b)(4), such excess shall be paid to the Charitable Trustee upon
demand.

            (5) Shares transferred to the Charitable Trustee shall be deemed to
have been offered for sale to the Trust, or its designee, at a price per share
equal to the lesser of (A) the price per share in the transaction that resulted
in such transfer to the Charitable Trust (or, in the case of a devise or gift,
the Market Price at the time of such devise or gift) and (B) the Market Price on
the date the Trust, or its designee, accepts such offer. The Trust shall have
the right to accept such offer until the Charitable Trustee has sold the shares
held in the Charitable Trust pursuant to Section 4.14(b)(4) hereof. Upon such
sale to the Trust, the interest of the Charitable Beneficiary in the shares sold
shall terminate and the Charitable Trustee shall distribute the net proceeds of
the sale to the Prohibited Owner.

            (6) By written notice to the Charitable Trustee, the Trust shall
designate one or more nonprofit organizations to be the Charitable Beneficiary
of the interest in the Charitable Trust such that (A) the Shares held in the
Charitable Trust would not violate the restrictions set forth in Section
4.14(a)(1)(A) hereof in the hands of such Charitable Beneficiary and (B) each
such organization must be described in Section 501(c)(3) of the Code and
contributions to each such organization must be eligible for deduction under
each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

            (7) No delay or failure on the part of the Trust or the Board of
Trustees in exercising any right under this Declaration of Trust shall operate
as a waiver of any right of the


                                       24
<PAGE>

Trust or the Board of Trustees, as the case may be, except to the extent
specifically waived in writing.

      4.15. SPECIAL VOTING PROVISIONS RELATING TO CERTAIN BUSINESS COMBINATIONS
AND CONTROL SHARES. The Trust elects not to be governed by the provisions of
Subtitles 6 and 7 of Title 3 of the MGCL with respect to any transactions.

                                    ARTICLE V

                      LIABILITY OF TRUSTEES, SHAREHOLDERS,
                OFFICERS, EMPLOYEES AND AGENTS, AND OTHER MATTERS

      5.1. LIMITATION OF LIABILITY OF SHAREHOLDERS, TRUSTEES, OFFICERS,
EMPLOYEES AND AGENTS FOR OBLIGATIONS OF THE TRUST. The Trustees and the
officers, employees and agents of the Trust, in incurring any debts, liabilities
or obligations or in taking or omitting any other actions for or in connection
with the Trust, are, and shall be deemed to be, acting as trustees, officers,
employees or agents of the Trust and not in their own individual capacities.
Except as otherwise provided in Section 6.3 hereof with respect to liability of
Trustees or officers, agents or employees of the Trust to the Trust, or to
Shareholders, no Shareholder, Trustee or officer, employee or agent of the Trust
shall be liable for any debt, claim, demand, judgment decree, liability or
obligation of any kind (in tort, contract or otherwise) of, against or with
respect to the Trust or arising out of any action taken or omitted for or on
behalf of the Trust, and the Trust shall be solely liable therefor and resort
shall be had solely to the Trust Estate for the payment or performance thereof,
and no Shareholder, Trustee or officer, employee or agent of the Trust shall be
subject to any personal liability whatsoever, in tort, contract or otherwise, to
any other Person or Persons in connection with the Trust Estate or the affairs
of the Trust (or any actions taken or omitted for or on behalf of the Trust),
and all such other Persons shall look solely to the Trust Estate for
satisfaction of claims of any nature arising in connection with the Trust Estate
or the affairs of the Trust (or any action taken or omitted for or on behalf of
the Trust).

      5.2. EXPRESS EXCULPATORY CLAUSES AND INSTRUMENTS. Any written instrument
creating an obligation of the Trust shall, to the extent practicable, include a
reference to this Declaration of Trust and provide that neither the Shareholders
nor the Trustees nor any officers, employees or agents of the Trust shall be
liable thereunder and that all Persons shall look solely to the Trust Estate for
the payment of any claim thereunder or for the performance thereof; however, the
omission of such provision from any such instrument shall not render the
Shareholders, any Trustee, or any officer, employee or agent of the Trust liable
nor shall the Shareholders, any Trustee or any officer, employee or agent of the
Trust be liable to any one for such omission.

      5.3. LIMITATION OF LIABILITY OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS
TO THE TRUST AND TO SHAREHOLDERS FOR ACTS AND OMISSIONS. To the fullest extent
permitted by Maryland statutory and decisional law, as amended or interpreted,
no Trustee, officer, employee or agent of the Trust (a) shall be personally
liable to the Trust or its Shareholders and (b) shall have any greater duties
than those established by this Declaration of Trust or, in cases as to which
such duties are not so established, than those to which the directors, officers,
employees and agents of


                                       25
<PAGE>

a Maryland business corporation are subject from time to time. No amendment of
this Declaration of Trust or repeal of any of its provisions shall limit or
eliminate the limitation on liability provided to Trustees, officers, employees
and agents of the Trust hereunder with respect to any act or omission occurring
prior to such amendment or repeal.

      5.4. INDEMNIFICATION AND REIMBURSEMENT OF TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS AND CERTAIN OTHER PERSONS.

            (a) The Trust shall indemnify (1) its Trustees and officers, whether
      serving the Trust or at its request any other entity, to the full extent
      required or permitted by the General Laws of the State of Maryland now or
      hereafter in force, including the advance of expenses under the procedures
      and to the full extent permitted by law and (2) other employees and agents
      to such extent as shall be authorized by the Trustees of the Trust or the
      Bylaws and be permitted by law. The foregoing rights of indemnification
      shall not be exclusive of any other rights to which those seeking
      indemnification may be entitled. The Trustees may take such action as is
      necessary to carry out these indemnification provisions and is expressly
      empowered to adopt, approve and amend from time to time such Bylaws,
      resolutions or contracts implementing such provisions or such further
      indemnification arrangements as may be permitted by law. No amendment of
      this Declaration of Trust or repeal of any of its provisions shall limit
      or eliminate the right to indemnification provided hereunder with respect
      to acts or omissions occurring prior to such amendment or repeal.

            (b) Notwithstanding anything herein to the contrary, and to the
      fullest extent permitted by Maryland statutory or decisional law, as
      amended or interpreted, no Trustee or officer of the Trust shall be
      personally liable to the Trust or its Shareholders for money damages. No
      amendment of this Declaration of Trust or repeal of any of its provisions
      shall limit or eliminate the limitation on liability provided to Trustees
      and officers hereunder with respect to any act or omission occurring prior
      to such amendment or repeal.

      5.5. INDEMNIFICATION AND REIMBURSEMENT OF SHAREHOLDERS. Any Shareholder
made a party to any action, suit or proceeding or against him a claim or
liabilities are asserted by reason of the fact that he, his testate or intestate
estate was or is a Shareholder shall be indemnified and held harmless by the
Trust against judgments, fines, amounts paid on account thereof (whether in
settlement or otherwise) and reasonable expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense of such
action, suit, proceeding, claim or alleged liability or in connection with any
appeal therein, whether or not the same proceeds to judgment or is settled or
otherwise brought to a conclusion; PROVIDED, HOWEVER, that such Shareholder
gives prompt notice thereof, executes such documents and takes such action as
will permit the Trust to conduct the defense or settlement thereof and
cooperates therein. In the event that the assets of the Trust Estate are
insufficient to satisfy the Trust's indemnity obligations hereunder, each
Shareholder shall be entitled to such indemnification pro rata from the Trust
Estate.


                                       26
<PAGE>

      5.6. RIGHT OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS TO OWN SHARES OR
OTHER PROPERTY AND TO ENGAGE IN OTHER BUSINESS. Any Trustee or officer, employee
or agent of the Trust may acquire, own, hold and dispose of Shares in the Trust,
for his individual account, and may exercise all rights of a Shareholder to the
same extent and in the same manner as if he were not a Trustee or officer,
employee or agent of the Trust. Any Trustee or officer, employee or agent of the
Trust may, in his personal capacity or in the capacity of trustee, officer,
director, stockholder, partner, member, advisor or employee of any Person or
otherwise, have business interests and engage in business activities similar to
or in addition to those relating to the Trust, which interests and activities
may be similar to and competitive with those of the Trust and may include the
acquisition, syndication, holding, management, development, operation or
disposition, for his own account, or for the account of such Person or others,
of interests in Mortgages, interests in Real Property, or interests in Persons
engaged in the real estate business. Each Trustee, officer, employee and agent
of the Trust shall be free of any obligation to present to the Trust any
investment opportunity which comes to him in any capacity other than solely as
Trustee, officer, employee or agent of the Trust even if such opportunity is of
a character which, if presented to the Trust, could be taken by the Trust.
Subject to the provisions of Section 6.8 hereof, any Trustee or officer,
employee or agent of the Trust may be interested as trustee, 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 Trust, and may receive compensation from such Person as well as
compensation as Trustee, officer, employee or agent or otherwise hereunder. None
of these activities shall be deemed to conflict with his duties and powers as
Trustee or officer, employee or agent of the Trust.

      5.7. TRANSACTIONS BETWEEN TRUSTEES, OFFICERS, EMPLOYEES OR AGENTS AND THE
TRUST.

            (a) Except as otherwise provided by this Declaration of Trust, and
      in the absence of fraud, a contract, act or other transaction between the
      Trust and any other Person in which the Trust is interested, shall be
      valid, and no Trustee or officer, employee or agent of the Trust shall
      have any liability as a result of entering into any such contract, act or
      transaction, even though (1) one or more of the Trustees or officers,
      employees or agents of the Trust are directly or indirectly interested in
      or connected with or are trustees, partners, directors, employees,
      officers or agents of such other Person, or (2) one or more of the
      Trustees or officers, employees or agents of the Trust individually or
      jointly with others, is a party or are parties to, or are directly or
      indirectly interested in or connected with, such contract, act or
      transaction; PROVIDED THAT in each such case (A) such interest or
      connection is disclosed or known to the Trustees and thereafter the
      Trustees authorize or ratify such contract, act or other transaction by
      affirmative vote of a majority of the Trustees who are not so interested
      or (B) such interest or connection is disclosed or known to the
      Shareholders, and thereafter such contract, act or transaction is approved
      by Shareholders holding a majority of the Shares then outstanding and
      entitled to vote thereon.

            (b) Notwithstanding any other provision of this Declaration of
      Trust, the Trust may engage in a transaction with (1) any Trustee,
      officer, employee or


                                       27
<PAGE>

      agent of the Trust (acting in his individual capacity), (2) any director,
      trustee, partner, officer, employee or agent (acting in his individual
      capacity) of any investment advisor of the Trust, (3) any investment
      advisor of the Trust or (4) an Affiliate of any of the foregoing, PROVIDED
      THAT such transaction has, after disclosure of such affiliation, been
      approved or ratified by the affirmative vote of a majority of the Trustees
      not having any interest in such transaction and not Affiliates of any
      party to the transaction after a determination by them that such
      transaction is fair and reasonable to the Trust and the Shareholders.

            (c) This Section 5.7 shall not prevent any sale of Shares issued by
      the Trust for the public offering thereof in accordance with a
      registration statement filed with the Securities and Exchange Commission
      under the Securities Act of 1933, as amended. The Trustees are not
      restricted by this Section 5.7 from forming a corporation, partnership,
      trust or other business association owned by any Trustee, officer,
      employee or agent or by their nominees for the purpose of holding title to
      property of the Trust or managing property of the Trust, PROVIDED THAT the
      Trustees make a determination that the creation of such entity for such
      purpose is in the best interest of the Trust.

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

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


                                       28
<PAGE>

                                   ARTICLE VI

                  DURATION, AMENDMENT AND TERMINATION OF TRUST

      6.1. DURATION OF TRUST. The duration of the Trust shall be perpetual;
PROVIDED, HOWEVER, the Trust may be terminated at any time at a meeting of
Shareholders by the affirmative vote of the holders of Shares representing
two-thirds of the total number of Shares then outstanding and entitled to vote
thereon.

      6.2. TERMINATION OF TRUST.

            (a) Upon the termination of the Trust: (1) the Trust shall carry on
      no business except for the purpose of winding up its affairs; (2) the
      Trustees shall proceed to wind up the affairs of the Trust and all the
      powers of the Trustees under this Declaration of Trust shall continue
      until the affairs of the Trust shall have been wound up, including the
      power to fulfill or discharge the contracts of the Trust, collect its
      assets, sell, convey, assign, exchange, transfer or otherwise dispose of
      all or any part of the remaining Trust Estate to one or more Persons at
      public or private sale (for consideration which may consist in whole or in
      part of cash, Securities or other property of any kind), discharge or pay
      its liabilities, and do all other acts appropriate to liquidate its
      business; and (3) after paying or adequately providing for the payment of
      all liabilities, and upon receipt of such releases, indemnities and
      refunding agreements, as they deem necessary for their protection, the
      Trustees may distribute the remaining Trust Estate (in cash or in kind or
      partly each) among the Shareholders according to their respective rights.

            (b) After termination of the Trust and distribution of the Trust
      Estate to the Shareholders as herein provided, the Trustees shall execute
      and lodge among the records of the Trust an instrument in writing setting
      forth the fact of such termination and such distribution, a copy of which
      instrument shall be filed with the MSDAT, and the trustees shall thereupon
      be discharged from all further liabilities and duties hereunder and the
      rights and interests of all Shareholders shall thereupon cease.

      6.3. AMENDMENT PROCEDURE. This Declaration of Trust may be amended (except
that the provisions governing the personal liability of the Shareholders,
Trustees and of the officers, employees and agents of the Trust and the
prohibition of assessments upon Shareholders may not be amended in any respect
that could increase the personal liability of such Shareholders, Trustees or
officers, employees and agents of the Trust) at a meeting of Shareholders by
holders of Shares representing a majority of the total number of votes
authorized to be cast in respect of Shares then outstanding and entitled to vote
thereon. The approval of a majority of the Trustees shall also be required for
any such amendment. A majority of the Trustees may, after 15 days' written
notice to the Shareholders, also amend this Declaration of Trust without the
vote or consent of Shareholders if in good faith they deem it necessary to
conform this Declaration of Trust to the requirements of the Code relating to a
REIT, but the Trustees shall not be liable for failing to do so. Actions by the
Trustees pursuant to Sections 4.1, 4.14(a)(6) or 7.6(a) hereof that result in an
amendment to this Declaration of Trust shall be effected without the vote or
consent of Shareholders.


                                       29
<PAGE>

      6.4. AMENDMENTS EFFECTIVE. Any amendment pursuant to any Section of this
Declaration of Trust shall not become effective until it is duly filed with the
MSDAT.

      6.5. TRANSFER TO SUCCESSOR. The Trustees, with the affirmative vote, at a
meeting approving a plan for this purpose, of the holders of Shares representing
a majority of all votes cast at a meeting at which a quorum is present, may (a)
cause the organization of a limited partnership, partnership, corporation,
association, trust or other organization to take over the Trust Estate and carry
on the affairs of the Trust, (b) merge the Trust into, or sell, convey and
transfer the Trust Estate to, any such limited partnership, partnership,
corporation, association, trust or organization in exchange for Securities
thereof, or beneficial interests therein, and the assumption by such transferee
of the liabilities of the Trust and (c) thereupon terminate this Declaration of
Trust and deliver such shares, Securities or beneficial interests to the
Shareholders in accordance with such plan.

                                   ARTICLE VII

                                  MISCELLANEOUS

      7.1. APPLICABLE LAW. This Declaration of Trust is executed and
acknowledged by the Trustees with reference to the statutes and laws of the
State of Maryland, and the rights of all parties and the construction and effect
of every provision hereof shall be subject to and construed according to the
statutes and laws of such State. To the extent not otherwise provided in this
Declaration of Trust, the provisions of MGCL shall be deemed to apply to the
Trust.

      7.2. INDEX AND HEADINGS FOR REFERENCE ONLY. The index and headings
preceding the text, articles and sections hereof have been inserted for
convenience and reference only and shall not be construed to affect the meaning,
construction or effect of this Declaration of Trust.

      7.3. SUCCESSORS IN INTEREST. This Declaration of Trust and the Bylaws
shall be binding upon and inure to the benefit of the undersigned Trustees and
their successors, assigns, heirs, distributees and legal representatives, and
every Shareholder and his successors, assigns, heirs, distributees and legal
representatives.

      7.4. INSPECTION OF RECORDS. Trust records shall be available for
inspection by Shareholders at the same time and in the same manner and to the
extent that comparable records of a Maryland business corporation would be
available for inspection by stockholders under the laws of the State of
Maryland. Except as specifically provided for in this Declaration of Trust or in
Title 8 of the Corporations and Associations Article of the Annotated Code of
Maryland, Shareholders shall have no greater right than stockholders of a
Maryland business corporation to require financial or other information from the
Trust, the Trustees or officers of the Trust. Any Federal or state securities
administrator or the MSDAT shall have the right, at reasonable times during
business hours and for proper purposes, to inspect the books and records of the
Trust.

      7.5. COUNTERPARTS. This Declaration of Trust may be simultaneously
executed in several counterparts, each of which when so executed shall be deemed
to be an original, and such


                                       30
<PAGE>

counterparts together shall constitute one and the same instrument, which shall
be sufficiently evidenced by any such original counterpart.

      7.6. PROVISIONS OF THE TRUST IN CONFLICT WITH LAW OR REGULATIONS;
SEVERABILITY.

            (a) The provisions of this Declaration of Trust are severable, and
      if the Trustees shall determine, with the advice of counsel, that any one
      or more of such provisions (the "CONFLICTING PROVISIONS") are in conflict
      with the provisions of Code relating to a REIT, the Conflicting Provisions
      shall be deemed never to have constituted a part of this Declaration of
      Trust; PROVIDED, HOWEVER, that such determination by the Trustees shall
      not affect or impair any of the remaining provisions of this Declaration
      of Trust or render invalid or improper any action taken or omitted
      (including but not limited to the election of Trustees) prior to such
      determination. An amendment in recordable form signed by a majority of the
      Trustees setting forth any such determination and reciting that it was
      duly adopted by the Trustees, or a copy of this Declaration of Trust, with
      the Conflicting Provisions removed pursuant to such a determination, in
      recordable form, signed by a majority of the Trustees, shall be conclusive
      evidence of such determination when filed with the MSDAT. The Trustees
      shall not be liable for failure to make any determination under this
      Section 7.6(a). Nothing in this Section 7.6(a) shall in any way limit or
      affect the right of the Trustees to amend this Declaration of Trust as
      provided in Section 6.3 hereof.

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

      7.7. CERTIFICATIONS. The following certifications shall be final and
conclusive as to any Persons dealing with the Trust:

            (a) a certification of a vacancy among the Trustees by reason of
      resignation, removal, increase in the number of Trustees, incapacity,
      death or otherwise, when made in writing by a majority of the remaining
      Trustees;

            (b) a certification as to the individuals holding office as Trustees
      or officers at any particular time, when made in writing by the secretary
      of the Trust;

            (c) a certification that a copy of this Declaration of Trust or of
      the Bylaws is a true and correct copy thereof as than in force, when made
      in writing by the secretary of the Trust;

            (d) a certification as to any actions by Trustees, other than the
      above when made in writing by the secretary of the Trust or by any
      Trustee.


                                       31
<PAGE>

                                  ARTICLE VIII

                                   DEFINITIONS

      8.1. DEFINITIONS. The terms defined in this Article, wherever used in this
Declaration of Trust, shall, unless the context otherwise requires, have the
respective meanings hereinafter specified. Whenever the singular number is used
in this Declaration of Trust and when permitted by the context, the same shall
include the plural, and the masculine gender shall include the feminine and
neuter genders, and vice versa. Where applicable, calculations to be made
pursuant to any such definition shall be made in accordance with generally
accepted accounting principles as in effect from time to time except as
otherwise provided in such definition.

            (a) AFFILIATE. The term "AFFILIATE" of a Person shall mean (1) any
      Person directly or indirectly owning, controlling, or holding, with power
      to vote, 10% or more of the outstanding voting securities of such other
      Person, (2) 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, (3) any person directly or indirectly controlling,
      controlled by, or under common control with such other Person (4) any
      executive officer, director, trustee or general partner of such other
      Person, and (5) any legal entity for which such Person acts as an
      executive officer, director, trustee or general partner.

            (b) AMEX. The term "AMEX" shall mean the American Stock Exchange,
      Inc.

            (c) ANNUAL REPORT. The term "ANNUAL REPORT"shall have the meaning
      set forth in Section 4.11(a) hereof.

            (d) BENEFICIAL OWNERSHIP. The term "BENEFICIAL OWNERSHIP" shall mean
      ownership of Shares by a Person, whether the interest in the Shares is
      held directly or indirectly (including by a nominee), and shall include
      interests that would be treated as owned through the application of
      Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code.
      The terms "BENEFICIAL OWNER," "BENEFICIALLY OWNS," and "BENEFICIALLY
      OWNED" shall have the correlative meanings.

            (e) BUSINESS DAY. The term "BUSINESS DAY"shall mean any day, other
      than a Saturday or Sunday, that is neither a legal holiday nor a day on
      which banking institutions in New York City are authorized or required by
      law, regulation or executive order to close.

            (f) BYLAWS. The term "BYLAWS" shall have the meaning set forth in
      Section 3.3 hereof.

            (g) CHARITABLE BENEFICIARY. The term "CHARITABLE BENEFICIARY" shall
      mean one or more beneficiaries of the Charitable Trust as determined
      pursuant to


                                       32
<PAGE>

      Section 4.14(b)(6) hereof, provided that each such organization must be
      described in Section 501(c)(3) of the Code and contributions to each such
      organization must be eligible for deduction under each Sections
      170(b)(1)(A), 2055 and 2522 of the Code.

            (h) CHARITABLE TRUST. The term "CHARITABLE TRUST" shall mean any
      trust provided for in Section 4.14(b)(1) hereof.

            (i) CHARITABLE TRUSTEE. The term "CHARITABLE TRUSTEE" shall mean the
      Person unaffiliated with the Trust and a Prohibited Owner, that is
      appointed by the Trust to serve as trustee of the Charitable Trust.

            (j) CLOSING PRICE. The term "CLOSING PRICE" on any date shall mean
      the last sale price for such Shares, regular way, or in case no such sale
      takes place on such day, the average of the closing bid and asked prices,
      regular way, for such Shares, in either case as reported in the principal
      consolidated transaction reporting system with respect to securities
      listed or admitted to trading on the NYSE or, if such Shares is not listed
      or admitted to trading on the NYSE, as reported on the principal
      consolidated transaction reporting system with respect to securities
      listed on the principal national securities exchange on which such Shares
      is listed or admitted to trading or, if such Shares is not listed or
      admitted to trading on any national securities exchange, the last quoted
      price, or, if not so quoted, the average of the high bid and low asked
      prices in the over-the-counter market, as reported by the NASDAQ National
      Market, or, if such automated quotation system is no longer in use, the
      principal other automated quotation system that may then be in use or, if
      such Shares is not quoted by any such organization, the average of the
      closing bid and asked prices as furnished by a professional market maker
      making a market in such Shares selected by the Board of Trustees of the
      Trust or, in the event that no trading price is available for such Shares,
      the fair market value of the Shares, as determined in good faith by the
      Board of Trustees of the Trust.

            (k) CODE. The term "CODE" shall mean the Internal Revenue Code of
      1986, as amended from time to time.

            (l) COMMON SHARES. The term "COMMON SHARES" shall mean the shares of
      beneficial interest of the Trust as described in Section 4.1 hereof as
      Common Shares.

            (m) CONSTRUCTIVE OWNERSHIP. The term "CONSTRUCTIVE OWNERSHIP" shall
      mean ownership of Shares by a Person, whether the interest in the Shares
      is held directly or indirectly (including by a nominee), and shall include
      interests that would be treated as owned through the application of
      Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code.
      The terms "CONSTRUCTIVE OWNER," "CONSTRUCTIVELY OWNS," and "CONSTRUCTIVELY
      OWNED" shall have the correlative meanings.


                                       33
<PAGE>

            (n) DECLARATION OF TRUST. The term "DECLARATION OF TRUST" or "THIS
      DECLARATION OF TRUST" shall mean this Declaration of Trust, as amended,
      restated, supplemented or modified from time to time. The use in this
      Declaration of Trust of "HEREIN" and "HEREUNDER" shall be deemed to refer
      to this Declaration of Trust and shall not be limited to the particular
      text, article or section in which such words appear.

            (o) DISQUALIFIED PERSON. The term "DISQUALIFIED PERSON" shall mean
      (1) the United States, any State or political subdivision thereof, any
      foreign government, any international organization, or any agency or
      instrumentality of any of the foregoing, (2) any organization (other than
      a cooperative described in Section 521 of the Code) which is exempt from
      tax unless such organization is subject to the tax imposed by Section 511
      of the Code, and (3) any organization described in Section 1381(a)(2)(C)
      of the Code.

            (p) EXCEPTED HOLDER. The term "EXCEPTED HOLDER" shall mean any
      shareholder of the Trust for whom an Excepted Holder Ownership Limit is
      created by this Declaration of Trust or by the Board of Trustees pursuant
      to Section 4.14(a)(7) hereof.

            (q) EXCEPTED HOLDER OWNERSHIP LIMIT. The term "EXCEPTED HOLDER
      OWNERSHIP LIMIT" shall mean, provided that the affected Excepted Holder
      agrees to comply with the requirements established by the Board of
      Trustees pursuant to Section 4.14(a)(7) hereof, and subject to adjustment
      pursuant to Section 4.14(a)(8) hereof, the percentage limit established by
      the Board of Trustees pursuant to Section 4.14(a)(7) hereof.

            (r) HUDSON BAY EXCEPTED HOLDER LIMIT. The term "Hudson Bay Excepted
      Holder Limit" shall mean, subject to adjustment pursuant to Section
      4.14(a)(7), 40% of the Common Shares outstanding or treated as outstanding
      under Section 544 of the Code; provided that no Person that is a
      Beneficial Owner of Hudson Bay may Beneficially Own more than 4.9% of the
      Common Shares outstanding or treated as outstanding under Section 544 of
      the Code. Hudson Bay shall be subject to the Ownership Limit with respect
      to any Shares acquired that are not Common Shares.

            (s) HUDSON BAY. The term "Hudson Bay" shall mean Hudson Bay Partners
      II, L.P.

            (t) INITIAL DATE. The term "Initial Date" shall mean the date upon
      which the Declaration of Trust containing Section 4.14 is filed for record
      with the MSDAT.


                                       34
<PAGE>

            (u) MARKET PRICE. The term "MARKET PRICE" on any date shall mean,
      with respect to any class or series of outstanding Shares, the Closing
      Price for such Shares on such date.

            (v) MCBRIDE FAMILY. The term "McBride Family" shall mean David
      McBride, Michael McBride and Timothy McBride, each of their parents,
      brothers, sisters, spouses and children, any lineal descendants of any of
      the foregoing, any estates of any of the foregoing and any trusts now or
      hereafter established for the benefit of any of the foregoing. As referred
      to herein, a "branch" of the McBride Family shall mean all Persons
      referred to in the preceding sentence whose ownership of Common Shares is
      Beneficially Owned by one individual who is part of the McBride Family (as
      the term "individual" is defined in Section 542(a)(2) of the Code, as
      modified by Section 856(h)(3) of the Code); provided that a Person shall
      be treated as part of the "branch" that results in the greatest Beneficial
      Ownership by an individual who is part of the McBride Family and such
      Person shall not be treated as part of any other "branch."

            (w) MCBRIDE FAMILY EXCEPTED HOLDER LIMIT. The term "McBride Family
      Excepted Holder Limit" shall mean, subject to adjustment pursuant to
      Section 4.14(a)(7) and this Section 8.1(w), 39.9% of the Common Shares
      outstanding. The McBride Family Excepted Holder Limit shall be reduced to
      35% at such time as any branch of the McBride Family Beneficially Owns
      less than 4.9% of the outstanding Common Shares, provided that if three or
      more branches of the McBride Family each Beneficially Own 4.9% or more of
      the outstanding Common Shares, the McBride Family Excepted Holder Limit
      shall not be reduced pursuant to this sentence. The McBride Family
      Excepted Holder Limit shall be further reduced to 30.1% at such time as
      any two branches of the McBride Family each Beneficially Owns less than
      4.9% of the outstanding Common Shares, provided that if two or more
      branches of the McBride Family each Beneficially Own 4.9% or more of the
      outstanding Common Shares, the McBride Family Excepted Holder Limit shall
      not be reduced pursuant to this sentence. At such time as any branch of
      the McBride Family Beneficially Owns 4.9% or less of the outstanding
      Common Shares, the Person included in such branch will be subject to the
      Ownership Limit and the Common Shares Beneficially Owned by such Person
      shall no longer be considered in determining the McBride Family's
      Beneficial Ownership for purposes of the McBride Family Excepted Holder
      Limit. The McBride Family shall be subject to the Ownership Limit with
      respect to any Preferred Stock acquired.

            (x) MORTGAGE LOANS. The term "MORTGAGE LOANS" shall mean notes,
      debentures, bonds and other evidences of indebtedness or obligations,
      whether negotiable or non-negotiable, which are secured or collateralized
      by Mortgages.


                                       35
<PAGE>

            (y) MORTGAGES. The term "MORTGAGES" shall mean mortgages, deeds of
      trust or other security interests in Real Property.

            (z) MGCL. The term "MGCL" shall mean the Maryland General
      Corporation Law.

            (aa) MSDAT. The term "MSDAT" shall mean the State Department of
      Assessments and Taxation of Maryland.

            (ab) OWNERSHIP LIMIT. The term "Ownership Limit" shall mean (i) with
      respect to the Common Shares, 4.9% (in value or number of shares,
      whichever is more restrictive) of the outstanding shares of COMMON Shares;
      and (ii) with respect to any class or series of Preferred Stock, 9.9% (in
      value or number of shares, whichever is more restrictive) of the
      outstanding shares of such class or series of Preferred Stock.

            (ac) PERSON. The term "PERSON" shall mean an individual,
      corporation, partnership, limited liability company, estate, trust
      (including a trust qualified under Sections 401(a) or 501(c)(17) of the
      Code), a portion of a trust permanently set aside for or to be used
      exclusively for the purposes described in Section 642(c) of the Code,
      association, private foundation within the meaning of Section 509(a) of
      the Code, joint stock company or other entity a group as that term is used
      for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
      as amended, and a group to which an Excepted Holder Limit applies.

            (ad) PLAN ASSET REGULATIONS. The term "PLAN ASSET REGULATIONS" shall
      mean the regulations of the United States Department of Labor found at
      Title 29, Section 2510.3-101 of the United States Code issued pursuant to
      the Employee Retirement Income Security Act of 1974, as amended.

            (ae) PROHIBITED OWNER. The term "PROHIBITED OWNER" shall mean, with
      respect to any purported Transfer, any Person who, but for the provisions
      of Section 4.14(a)(1) hereof, would Beneficially Own or Constructively Own
      Shares, and if appropriate in the context, shall also mean any Person who
      would have been the record owner of the shares that the Prohibited Owner
      would have so owned.

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

            (ag) REIT. The term "REIT" shall mean a real estate investment trust
      within the meaning of Section 856 of the Code.


                                       36
<PAGE>

            (ah) RESTRICTION TERMINATION DATE. The term "RESTRICTION TERMINATION
      DATE" shall mean the first day after the Initial Date on which the Board
      of Trustees of the Trust determines that it is no longer in the best
      interests of the Trust to attempt to, or continue to, qualify as a REIT or
      that compliance with the restriction and limitations Beneficial Ownership,
      Constructive Ownership and Transfers of Shares set forth herein is no
      longer required in order for the Trust to qualify as a REIT.

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

            (aj) SHAREHOLDERS. The term "SHAREHOLDERS" shall mean as of any
      particular time all holders of record of outstanding Shares at such time.

            (ak) SHARES. The term "SHARES" or, as the context may require,
      "SHARES" shall mean the shares of beneficial interest of the Trust as
      described in Section 4.1 hereof or in any articles supplementary hereto,
      and shall include Common Shares.

            (al) TRANSFER. The term "TRANSFER" shall mean any issuance, sale,
      transfer, gift, assignment, devise or other disposition, as well as any
      other event, that causes any Person to acquire Beneficial Ownership or
      Constructive Ownership, or any agreement to take any such actions or cause
      any such events, of Shares or the right to vote or receive dividends on
      Shares, including (1) the granting or exercise of any option or warrant
      (or any disposition of any option or warrant), (2) any disposition of any
      securities or rights convertible into or exchangeable for Shares or any
      interest in Shares or any exercise of any such conversion or exchange
      right, and (3) Transfers of interests in other entities that result in
      changes in Beneficial or Constructive Ownership of Shares; in each case,
      whether voluntary or involuntary, whether owned of record, Constructively
      Owned or Beneficially Owned and whether by operation of law or otherwise.
      The terms "TRANSFERRING" and "TRANSFERRED" shall have the correlative
      meanings.

            (am) TRUST. The term "TRUST" shall mean the Trust created by this
      Declaration of Trust.

            (an) TRUSTEES. The term "TRUSTEES" shall mean, as of any particular
      time, the original signatories hereto as long as they hold office
      hereunder and additional and successor Trustees, and shall not include the
      officers, employees or agents of the Trust or the Shareholders. Nothing
      herein shall be deemed to preclude the Trustees from also serving as
      officers, employees or agents of the Trust or owning shares.


                                       37
<PAGE>

            (ao) TRUST ESTATE. The term "TRUST ESTATE" shall mean as of any
      particular time any and all property, real, personal or otherwise,
      tangible or intangible, which is transferred, conveyed or paid to or
      purchased by the Trust or Trustees and all rents, income, profits and
      gains therefrom and which at such time is owned or held by or for the
      Trust or the Trustees.


                                       38
<PAGE>

      IN WITNESS WHEREOF, the undersigned have caused this Declaration of Trust
to be executed as of the day and year first written above. The undersigned
acknowledge, under penalties of perjury, that this document is such Trustee's
free act and deed, and that, to the best of his knowledge, information and
belief, the matters and facts set forth herein are true in all material
respects.

                                          /s/ MICHAEL J. FALCONE
                                          --------------------------------------
                                          Michael J. Falcone
                                          c/o Pioneer Development Company
                                          250 South Clinton Street
                                          Syracuse, New York 13202-1258

                                 ACKNOWLEDGMENTS

State of New York                                                 April 28, 1999

                                      ss.

County of Onondaga

      There personally appeared the above-named Michael J. Falcone and
acknowledged the foregoing instrument to be his free act and deed.

      Before me,

                                          /s/ MARY CERIO
                                          --------------------------------------
                                          Notary Public
                                          My Commission Expires: 5/26/00


                                          /s/ FRANCESCO GALESI
                                          --------------------------------------
                                          Francesco Galesi
                                          c/o Galesi Management Corporation
                                          100 State Street
                                          Albany, New York 12207-1800


                                       39
<PAGE>

                                ACKNOWLEDGMENTS

State of New York                                                 April 28, 1999

                                      ss.

County of Albany

      There personally appeared the above-named Francesco Galesi and
acknowledged the foregoing instrument to be his free act and deed.

      Before me,

                                          /s/ NOREEN PRIEST
                                          --------------------------------------
                                          Notary Public
                                          My Commission Expires: 1/31/2000


                                          /s/ JEFFREY E. KELTER
                                          --------------------------------------
                                          Jeffrey E. Kelter
                                          c/o American Real Estate Investment
                                          Corporation
                                          620 West Germantown Pike, Suite 200
                                          Plymouth Meeting, Pennsylvania 19462


                                       40
<PAGE>

                                ACKNOWLEDGMENTS

State of Pennsylvania                                             April 28, 1999

                                      ss.

Montgomery County

    There personally appeared the above-named Jeffrey E. Kelter and acknowledged
the foregoing instrument to be his free act and deed.

    Before me,

                                          /s/ KRISTINE M. FISHER
                                          --------------------------------------
                                          Notary Public
                                          My Commission Expires: Sept. 9, 2002

                                          /s/ DAVID H. LESSER
                                          --------------------------------------
                                          David H. Lesser
                                          c/o Hudson Bay Partners II, L.P.
                                          237 Park Avenue, Suite 900
                                          New York, New York 10017


                                       41
<PAGE>

                                ACKNOWLEDGMENTS

State of New York                                                 April 27, 1999

                                      ss.

New York County

      There personally appeared the above-named David Lesser and acknowledged
the foregoing instrument to be his free act and deed.

      Before me,

                                          /s/ LAURA LAST
                                          --------------------------------------
                                          Notary Public
                                          My Commission Expires: 11/30/00


                                          /s/ DAVID F. MCBRIDE
                                          --------------------------------------
                                          David F. McBride
                                          c/o American Real Estate Investment
                                          Corporation
                                          620 West Germantown Pike, Suite 200
                                          Plymouth Meeting, Pennsylvania 19462


                                       42
<PAGE>

                                 ACKNOWLEDGMENTS

State of New Jersey                                               April 27, 1999

                                      ss.

County of Bergen

      There personally appeared the above-named David F. McBride and
acknowledged the foregoing instrument to be his free act and deed.

      Before me,

                                          /s/ ANNE S. MCKEGNEY
                                          --------------------------------------
                                          Notary Public
                                          My Commission Expires: Aug. 4, 2001


                                          /s/ JAMES R. MULVIHILL
                                          --------------------------------------
                                          James R. Mulvihill
                                          2 Sunset Drive
                                          Cherry Hills Village, Co 80110


                                       43
<PAGE>

                                 ACKNOWLEDGMENTS

State of Pennsylvania                                             April 28, 1999

                                      ss.

County of Montgomery

      There personally appeared the above-named James R. Mulvihill and
acknowledged the foregoing instrument to be his free act and deed.

      Before me,

                                          /s/ KRISTINE M. FISHER
                                          --------------------------------------
                                          Notary Public
                                          My Commission Expires: Sept. 9, 2002


                                          /s/ RUSSEL C. PLATT
                                          --------------------------------------
                                          Russell C. Platt
                                          c/o JER International
                                          630 Fifth Avenue, 23rd Floor
                                          New York, New York 10111


                                       44
<PAGE>

                                ACKNOWLEDGMENTS

State of New York                                                 April 28, 1999

                                      ss.

County of New York

    There personally appeared the above-named Russell C. Platt and acknowledged
the foregoing instrument to be his free act and deed.

    Before me,

                                          /s/ JOSEPH CHO
                                          --------------------------------------
                                          Notary Public
                                          My Commission Expires: Feb. 22, 2001


                                       45