SECOND
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                       MELLON PARTICIPATING MORTGAGE TRUST
                       COMMERCIAL PROPERTIES SERIES 85/10
                       ----------------------------------
                                      

INDEX
-----                                                               Page
                                                                    ----
THE TRUST; DEFINITIONS                                                2
   Name                                                               2
   Place of Business                                                  2
   Nature of Trust                                                    3
   Purpose of the Trust                                               3
   Definitions                                                        3
INVESTMENT POLICY                                                     9
   General Statement of Policy                                        9
   Additional Investments                                             9
TRUSTEES                                                             10
   Number, Term of Office, Qualifications of Trustees                10
   Compensation and Other Remuneration                               10
   Resignation, Removal and Death of Trustees                        10
   Vacancies                                                         11
   Successor and Additional Trustees                                 11
   Actions by Trustees                                               11
   Unaffiliated Trustees                                             12
   Committees                                                        12
TRUSTEES' POWERS                                                     13
   Power and Authority of Trustees                                   13
   Specific Powers and Authorities                                   13
   By-Laws                                                           18
   Employment of Adviser, Employees, Agents, etc                     18
   Term                                                              19
   Activities of Adviser                                             19
   Adviser Compensation                                              19
   Operating Expenses                                                20
PROHIBITED ACTIVITIES                                                20
   Prohibited Investments and Activities                             20
   Obligor's Default                                                 22
   Percentage Determinations                                         22
   Shares                                                            22
   Legal Ownership of Trust Estate                                   23
   Shares Deemed Personal Property                                   23
   Share Record, Issuance and Transferability of Shares              23
   Dividends and Distributions to Shareholders                       24
   Transfer Agent, Dividend Disbursing Agent and Registrar           24
   Shareholders' Meetings and Consents                               25
   Proxies                                                           25
   Reports to Shareholders                                           25
   Fixing Record Date                                                26
   Notice to Shareholders                                            26
   Shareholders' Disclosure; Trustees' Right to Refuse to 
      Transfer Shares; Limitation on Holdings; Redemption of Shares  26
   Inspection by Shareholders                                        29
   Limitation of Liability of Trustees and Officers                  29
   Limitation of Liability of Shareholders, Trustees and Officers    29
   Express Exculpatory Clauses in Instruments                        29
   Indemnification and Reimbursement of Trustees and Officers        29
   Right of Trustees and Officers to Own Shares or Other Property 
      and to Engage in Other Business                                30
   Transactions with Affiliates                                      31
   Persons Dealing With Trustees or Officers                         31
   Reliance                                                          32
   Duration and Termination of Trust                                 32
   Merger, etc                                                       33
   Amendment Procedure                                               34
   Amendment, etc. Prior to First Public Offering of Shares          34
   Applicable Law                                                    34
   Filing of Copies; References; Headings                            35
   Provisions of the Trust in Conflict With Law or Regulations       35
   Binding Effect; Successors in Interest                            37

Signatures and Acknowledgments     
<PAGE>


                                    SECOND
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                       MELLON PARTICIPATING MORTGAGE TRUST
                       COMMERCIAL PROPERTIES SERIES 85/10
                       -----------------------------------


                  THE  DECLARATION  OF TRUST of  Mellon  Participating  Mortgage
Trust,  Series 85/10 dated as of the 7th day of December,  1984,  and previously
amended  January 11, 1985 is hereby amended,  effective  February 6, 1985 by the
undersigned  Trustees,  who constitute all the Trustees of Mellon  Participating
Mortgage  Trust,  Series  85/10,  to make  the  amendments  as set  forth in the
following  Amended and  Restated  Declaration  of Trust of Mellon  Participating
Mortgage Trust Commercial Properties Series 85/10:

                  The  undersigned  Trustees  of Mellon  Participating  Mortgage
Trust,  Commercial  Properties  Series 85/10 hereby  declare that all  property,
real, personal or mixed,  tangible or intangible or of any other description now
held or  hereafter  acquired  by or  transferred  to them in their  capacity  as
Trustees  hereunder,  together  with the income and  profits  therefrom  and the
proceeds thereof, shall be held by them in trust and shall be received,  managed
and disposed of for the benefit of the Shareholders  hereunder and in the manner
and subject to the terms and conditions herein provided.

                  WHEREAS,  the Trustees named herein desire to form a trust for
         the purposes of raising capital and utilizing such capital primarily to
         invest in mortgage loans and other real estate related investments; and

                  WHEREAS,  the  Trustees  named  herein  desire that such trust
         qualify as a Real Estate Investment Trust under Sections 856-858 of the
         Internal Revenue Code of 1954, as amended; and

                  WHEREAS,  the beneficial  interest in the assets of such trust
         shall be  divided  into  transferable  shares of  beneficial  interest,
         evidenced by certificates therefor, as hereinafter provided;

                  NOW  THEREFORE,  the Trustees named herein hereby declare that
they will hold all  investments  of every  type and  description  which they may
acquire as such  Trustees,  together  with the  proceeds  from the sale or other
disposition thereof, in trust, to manage,  improve, hold and dispose of the same
for the benefit of the  holders of record from time to time of the  certificates
for shares of  beneficial  interest of such trust being  issued and to be issued
hereunder and in the manner and subject to the provisions hereof, to wit:


                                    ARTICLE I

                             THE TRUST; DEFINITIONS

                  1.1 NAME.  The Trust created by this  Declaration  of Trust is
herein  referred  to as the  "Trust"  and  shall be  known  by the name  "Mellon
Participating Mortgage Trust, Commercial Properties Series 85/10." So far as may
be  practicable,  legal  and  convenient,  the  affairs  of the  Trust  shall be
conducted  and  transacted  under that  name,  which name shall not refer to the
Trustees  individually or personally or to the  beneficiaries or Shareholders of
the Trust, or to any officers, employees or agents of the Trust.

                  Under  circumstances in which the Trustees  determine that the
use of the name "Mellon  Participating  Mortgage  Trust,  Commercial  Properties
Series 85-10" is not practicable,  legal or convenient,  they may as appropriate
use and adopt another name under which the Trust may hold property or operate in
any jurisdiction. Legal title to all the properties subject from time to time to
this  Declaration  of Trust  shall be  transferred  to,  vested  and held by the
Trustees as joint tenants with right of  survivorship as Trustees of this Trust;
provided  that the  Trustees  shall have the power to cause  legal  title to any
property  of the  Trust to be held by  and/or  in the name of one or more of the
Trustees,  or any other Person as nominee,  on such terms,  in such manner,  and
with such powers as the Trustees may  determine;  and further  provided that the
Trustees  shall have the power to cause any  property of the Trust to be held in
the  custody  of (i) any bank and that  such bank may hold the  property  of the
Trust in the name of any nominee,  partnership  or nontaxable  corporation,  and
(ii) any depository system for the central handling of Securities.

                  Notwithstanding the foregoing  provisions of this Section 1.1,
it is  hereby  acknowledged  that  Mellon  Bank  Corporation  has a  proprietary
interest in the name "Mellon." Accordingly, and in recognition of this right, at
any time that the Trust  ceases to retain a  subsidiary  or  affiliate of Mellon
Bank Corporation to perform the services of Adviser, the Trustees will, promptly
after receipt of a written  request of Mellon Bank  Corporation (if such request
is made within three months after such subsidiary or affiliate ceases to perform
such services of Adviser),  change the name of the Trust to a name that does not
contain the name  "Mellon"  or any other word or words that  might,  in the sole
discretion of Mellon Bank Corporation, be susceptible of indication of some form
of relationship  between the Trust and Mellon Bank Corporation or any subsidiary
or  affiliate  thereof.  Consistent  with  the  foregoing,  it  is  specifically
recognized that Mellon Bank  Corporation or one or more of its affiliates has in
the past and may in the future  organize,  sponsor or otherwise  permit to exist
other investment vehicles (including vehicles for investment in real estate) and
financial  and service  organizations  having the word "Mellon" as part of their
name,  all  without the need for any  consent  (and  without the right to object
thereto) by the Trust.

                  1.2 PLACE OF BUSINESS. The Trust shall maintain an office, and
shall  designate  a resident  agent for the  service of process  (whose name and
address  shall  be  reported  from  time to time to the  Secretary  of  State of
Massachusetts),  in New York, New York. The Trust may have such other offices or
places of business within or without the  Commonwealth of  Massachusetts  as the
Trustees may from time to time determine.

                  1.3  NATURE  OF  TRUST.  The  Trust  is a trust  or  voluntary
association  of the type  referred to in Section 1 of Chapter 182 of the General
Laws of the  Commonwealth  of  Massachusetts  and  commonly  known as a business
trust. It is intended that the Trust elect to carry on business as a real estate
investment  trust as described in the REIT  Provisions  of the Internal  Revenue
Code as soon as and as long as it is  deemed by the  Trustees  to be in the best
interest of the Shareholders to make such election. The Trust is not intended to
be,  shall  not be  deemed  to be,  and  shall  not be  treated  as,  a  general
partnership,  limited partnership,  joint venture,  corporation,  or joint stock
company or  association  (but nothing herein shall preclude the Trust from being
taxable as an  association  under the REIT  Provisions  of the Internal  Revenue
Code) nor shall the Trustees or  Shareholders  or any of them for any purpose be
deemed to be or be treated in any way  whatsoever to be,  liable or  responsible
hereunder  as  partners  or joint  venturers  or as agents of one  another.  The
relationship  of the  Shareholders  to the  Trustees  shall  be  solely  that of
beneficiaries  of the Trust and their rights shall be limited to those conferred
upon them by this Declaration.

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

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

                  1.5.1  ADVISER.   "Adviser"  shall  mean  Mellon  Real  Estate
Investment Management Corporation or any other person (other than any individual
who is a direct employee of the Trust) retained by the Trustees  consistent with
the provisions of Article V to manage and  administer the day-to-day  affairs of
the Trust.

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

                  1.5.3 ANNUAL  MEETING OF  SHAREHOLDERS.  "Annual  Meeting of  
Shareholders" shall mean the meeting referred to in the first sentence of 
Section 7.7.

                  1.5.4  ANNUAL REPORT.  "Annual Report" shall mean the 
Report referred to in Section 7.9.

                  1.5.5  Book  Value.  "Book  Value"  shall mean the value of an
asset or  assets of the Trust on the  books of the  Trust  before  reserves  for
depreciation  or bad  debts or  other  similar  non-cash  reserves,  and  before
deducting any Indebtedness or other liability in respect thereto.

                  1.5.6  BY-LAWS.  "By-Laws shall mean the By-Laws referred 
to in Section 4.3, if adopted.

                  1.5.7 DECLARATION.  "Declaration"  shall mean this Amended and
Restated Declaration of Trust of Mellon Participating Mortgage Trust, Commercial
Properties Series 85-10 and all amendments or modifications  hereof.  References
in this Declaration to "herein" and "hereunder" shall be deemed to refer to this
Declaration and shall not be limited to the particular text,  Article or Section
in which such words appear.

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

                  1.5.9 FIRST MORTGAGE LOAN. "First Mortgage Loan" shall 
mean a Mortgage Loan secured or collateralized by a First Mortgage.

                  1.5.10  INDEBTEDNESS.  "Indebtedness" shall mean the amount of
all  obligations  of the Trust for money  borrowed,  including  all  obligations
issued or assumed by the Trust as full or partial payment for property,  in each
case except to the extent money shall have been set aside or  deposited  for the
payment  thereof.  "Indebtedness"  shall be computed without any discount due to
the  fact  that  the  interest  rate on  financing  associated  with one or more
property  acquisitions  of the Trust is below a market  rate of  interest at the
time of any such acquisition.

                  1.5.11  JUNIOR  MORTGAGE.   "Junior  Mortgage"  shall  mean  a
Mortgage  which  (I) has  the  same  priority  or  precedence  over  charges  or
encumbrances  upon Real  Property as that required for a First  Mortgage  except
that it is subject to the  priority  of one or more  Mortgages  and (ii) must be
satisfied  before such other charges or liens (other than prior  Mortgages)  are
entitled to participate in the proceeds of any sale.

                  1.5.12     JUNIOR MORTGAGE LOAN.  "Junior Mortgage Loan" shall
mean a Mortgage Loan secured or collateralized by a Junior Mortgage, and also 
includes any Subordinated Land Purchase-Leaseback.

                  1.5.13  LAND  PURCHASE-LEASEBACK.   "Land  Purchase-Leaseback"
shall  mean  a  transaction   involving  the  purchase  of  the  land  on  which
improvements  are or are to be  constructed,  and the  lease,  generally  to the
seller, of the land pursuant to a land or ground lease. In a "Subordinated  Land
Purchase-Leaseback"  transaction,  the  Trust's  interest  in the  land  will be
subject to a First  Mortgage  and other  liens or security  interests  which are
liens on the entire Real Property, including the land.

                  1.5.14     LIMIT.  "Limit" shall mean the number of Shares 
described in Section 7.12.3.

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

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

                  1.5.17 NET INCOME.  "Net Income" for any period shall mean the
net income of the Trust for such period  computed on the basis of its results of
operations for such period,  excluding (i) any  disposition fee or any incentive
fee payable to the  Adviser,  (ii) gains from the  disposition  of assets of the
Trust (including realized gains from the sale of Real Estate Investments), (iii)
amortization,  depreciation  or  depletion  of the  assets of the Trust and (iv)
extraordinary items.

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

                  1.5.19 REAL ESTATE INVESTMENT.  "Real Estate Investment" shall
mean  any  direct  or  indirect  investment  in any  interest  in Real  Property
(including Land Purchase- Leaseback transactions) or in any Mortgage Loan, or in
any entity,  partnership or venture whose principal  purpose is to make any such
investment or investments.

                  1.5.20 REAL ESTATE INVESTMENT  TRUST.  "Real Estate Investment
Trust" and "REIT"  shall mean a real estate  investment  trust as defined in the
REIT  Provisions of the Internal  Revenue Code, at such time as it is the policy
of the Trust (or, if applicable to a Person other than this Trust,  then of such
other Person) to obtain the favorable federal income tax benefits available to a
qualified real estate investment trust.

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

                  1.5.22 REIT  PROVISIONS OF THE INTERNAL  REVENUE  CODE.  "REIT
Provisions  of the  Internal  Revenue  Code"  shall  mean  Parts  II and  III of
Subchapter M of Chapter 1 of Subtitle A of the Internal Revenue Code of 1954, as
now enacted or hereafter amended, or successor statutes,  other sections of said
Code referred to or incorporated in, or referring to or incorporating, any other
provisions of said Parts II or III, and applicable regulations under and rulings
with respect to the aforesaid provisions of said Code.

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

                  1.5.24  SHARES.  "Shares"  shall mean the shares of beneficial
interest in the Trust as described in Section 7.1.  "Excess  Shares"  shall mean
Shares described as such in Section 7.12.3.

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

                  1.5.26 TOTAL ASSETS; Invested Assets; Net Assets; Base Assets.
"Total  Assets"  shall  mean the total  invested  assets of the  Trust,  without
deducting  therefrom  any  liabilities  of the Trust and  including  depreciable
assets  therein at the cost of such assets on the books of the Trust.  "Invested
Assets" shall mean the aggregate  Book Values of the Real Estate  Investments of
the Trust.  "Average  Invested  Assets" shall mean for any period the average of
the values of Invested  Assets at the  beginning of the period and at the end of
each month during such period.  "Base Assets" shall mean the Book Value, or such
other value as the Trustees (including a majority of the Trustees not affiliated
with the  Adviser)  may  determine  to be the fair value of Total  Assets  under
management less cash and unsecured  indebtedness;  and "Average Base Assets" for
any period  shall be the average of Base Assets at the  beginning  of the period
and at the end of each month during such period.  "Net Assets"  shall mean Total
Assets  (other than  intangibles)  less total  liabilities,  calculated at least
quarterly on a basis consistently  applied.  Notwithstanding any other provision
of this Section 1.5.26, Total Assets,  Invested Assets, Average Invested Assets,
Base Assets,  Average  Base Assets and Net Assets shall be computed  without any
discount in the carrying  amount of any assets due to the fact that the interest
rate on financing associated with one or more property acquisitions of the Trust
is below market rate of interest at the time of such acquisition.

                  1.5.28 TOTAL OPERATING  EXPENSES.  "Total Operating  Expenses"
for any period  shall mean all cash  operating  expenses,  including  additional
expenses paid  directly or  indirectly  by the Trust to the Adviser,  Affiliated
Persons of the Adviser,  or third parties based upon their relationship with the
Trust, including loan administration, servicing, engineering, inspection and all
other expenses paid by the Trust, exclusive of:

                   (i)    Interest and discounts;

                   (ii)   Taxes and license fees;

                   (iii) Expenses connected directly with the issuance, sale and
                   distribution,  or listing on a stock exchange,  of Securities
                   of the Trust,  including but not limited to underwriting  and
                   brokerage  discounts and commissions,  private placement fees
                   and expenses, legal and accounting costs, printing, engraving
                   and mailing costs, and listing and registration fees; and

                   (iv)  Expenses   connected  directly  with  the  acquisition,
                   disposition,   operation  or   ownership  of  Trust   assets,
                   including   but  not   limited   to  costs  of   foreclosure;
                   maintenance,  repair and improvement of property; maintenance
                   and protection of the lien of mortgages;  property management
                   fees; legal fees; premiums for insurance on property owned by
                   or mortgaged to the Trust;  taxes;  brokerage and acquisition
                   fees and  commissions;  appraisals  fees; title insurance and
                   abstract expenses; provisions for depreciation, depletion and
                   amortization;  disposition fees and subordinated  real estate
                   commissions;  and  losses on the  disposition  of assets  and
                   provisions for such losses.

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

                  1.5.30  TRUSTEES.  "Trustees" shall mean, as of any particular
time,  Trustees holding office under this Declaration at such time, whether they
be the Trustees named herein or additional or successor Trustees,  and shall not
include  the   officers,   representatives   or  agents  of  the  Trust  or  the
Shareholders;  but nothing  herein shall be deemed to preclude the Trustees from
also  serving  as  officers,  representatives  or  agents of the Trust or owning
Shares.

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

                  1.5.32 UNAFFILIATED TRUSTEE. "Unaffiliated Trustee" shall mean
a  Trustee  who  (i) is not  an  Affiliated  Person  of  the  Adviser  or of any
Affiliated  Person of the  Adviser  owns no  interest  in the  Adviser or in any
Affiliated Person of the Adviser,  and (ii) any Trustee who performs no services
for the Trust  except in his  capacity  as a Trustee  and who has no business or
professional relationship with the Adviser or any Affiliate of the Adviser. If a
member of a Trustee's  immediate  family could not be an  Unaffiliated  Trustee,
such Trustee shall not be considered an Unaffiliated Trustee.

                  1.5.33  UNIMPROVED REAL PROPERTY.  "Unimproved  Real Property"
shall mean an  investment in Real  Property  which (a) is an equity  interest in
Real Property which has not been acquired for the purpose of producing rental or
other  operating  income and (b) relates to land on which (i) no  development or
construction is in progress,  and (ii) no development or construction is planned
in good faith to commence within one year.

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

                                   ARTICLE II

                                INVESTMENT POLICY

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

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

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

                  2.2.2 Obligations of or guaranteed by any state,  territory or
possession  of the  United  States  of  America  or any  agencies  or  political
subdivisions thereof;

                  2.2.3  Evidences of deposits in, or  obligations  of,  banking
institutions,  state and  federal  savings  and loan  associations  and  savings
institutions  which are members of the Federal Deposit Insurance  Corporation or
of the Federal Home Loan Bank System,  or shares in money market funds  (whether
or not insured), including those issued by an Affiliated Person of the Adviser;

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

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

                                   ARTICLE III

                                    TRUSTEES

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

                  3.2 COMPENSATION AND OTHER  REMUNERATION.  The Trustees (other
than the  Unaffiliated  Trustees)  shall be entitled to receive such  reasonable
compensation  for their  services as Trustees as they may determine from time to
time.  The Trustees  shall also be entitled to receive,  directly or indirectly,
remuneration  for  services  rendered  to  the  Trust  in  any  other  capacity,
including,  without  limitation,  services as an officer of or consultant to the
Trust,  legal,  accounting  or other  professional  services,  or  services as a
transfer agent, or underwriter,  or otherwise.  The Trustees shall be reimbursed
for their  reasonable  expenses  incurred in connection  with their  services as
Trustees.

                  3.3 RESIGNATION,  REMOVAL AND DEATH OF TRUSTEES. A Trustee may
resign at any time by giving  written  notice to the  remaining  Trustees at the
principal  offices of the Trust.  Such resignation shall take effect on the date
such notice is given or at any later time  specified in the notice  without need
for prior accounting. A Trustee may be removed at any time with or without cause
by vote or written  consent of holders of a majority of the  outstanding  Shares
entitled to vote thereon or with cause by all remaining  Trustees.  For purposes
of the  immediately  preceding  sentence  "cause" shall include  physical and/or
mental  inability,  due to a  condition  or illness  which is  expected to be of
permanent or indefinite duration,  to perform the duties of a Trustee. A Trustee
may be removed at a special  meeting of  Shareholders.  Upon the  resignation or
removal of any  Trustee,  or his  otherwise  ceasing  to be a Trustee,  he shall
execute and deliver such  documents as the remaining  Trustees shall require for
the  conveyance  of any Trust  property  held in his name,  shall account to the
remaining Trustee or Trustees as they require for all property which he holds as
Trustee and shall  thereupon be  discharged as Trustee.  Upon the  incapacity or
death of any Trustee,  his legal representative shall perform the acts set forth
in the preceding sentence and the discharge  mentioned therein shall run to such
legal  representative  and to the  incapacitated  Trustee  or the  estate of the
deceased Trustee as the case may be.

                  3.4  VACANCIES.  If any or all  of the  Trustees  cease  to be
Trustees  hereunder,  whether by reason of  resignations,  removal,  incapacity,
death or  otherwise,  such  event  shall not  terminate  the Trust or affect its
continuity.  Until vacancies are filled, the remaining Trustee or Trustees (even
though  fewer than three) may  exercise  the powers of the  Trustees  hereunder.
Vacancies  (including  vacancies created by increases in the number of Trustees)
may be filled for the unexpired  term by the remaining  Trustee or by a majority
of the  remaining  Trustees  (which  majority  shall  include a majority  of the
remaining  Trustees that are  Unaffiliated  Trustees if the vacant  position was
formerly  held by an  Unaffiliated  Trustee).  If at any time there  shall be no
Trustees in office,  successor  Trustees shall be elected by the Shareholders as
provided in Section 7.7.

                  3.5 SUCCESSOR AND ADDITIONAL  TRUSTEES.  The right, title, and
interest of the Trustees in and to the Trust Estate shall also vest in successor
and additional Trustees upon their qualification,  and they shall thereupon have
all the rights and  obligations  of Trustees  hereunder.  Such right,  title and
interest shall vest in the Trustees whether or not  conveyancing  documents have
been  executed and delivered  pursuant to Section 3.3 or otherwise.  Appropriate
written  evidence of the election and  qualification of successor and additional
Trustees  shall be filed with the records of the Trust and in such other offices
or places as the Trustees may deem necessary, appropriate or desirable. Upon the
resignation,  removal or death of a Trustee,  he (and in the event of his death,
his estate) shall automatically cease to have any right, title or interest in or
to any of the  Trustee  property,  and the  right,  title and  interest  in such
Trustee in and to the Trust Estate  shall vest  automatically  in the  remaining
Trustees without any further act.

                  3.6 ACTIONS BY TRUSTEES.  The Trustees may act with or without
a meeting.  A quorum for all meetings of the Trustees shall be a majority of the
Trustees. Unless specifically provided otherwise in this Declaration, any action
of the  Trustees may be taken at a meeting by vote of a majority of the Trustees
present at such meeting if a quorum is present,  or without a meeting by written
consent of all of the Trustees.  The decision of the Trust to invest in any Real
Estate  Investment  shall require the approval of a majority of the Unaffiliated
Trustees.  Any agreement,  deed, Mortgage,  lease or other instrument or writing
executed  by any one or more of the  Trustees  or by any one or more  authorized
Persons  shall be valid and binding  upon the  Trustees  and upon the Trust when
authorized by action of the Trustees or as provided in the By-Laws,  if the same
are adopted.  Trustees and members of any  committee of the Trustees may conduct
meetings by conference telephone or similar communications equipment by means of
which all persons  participating  in the  meeting can hear each other,  and such
participation in a meeting shall constitute presence in person at such meeting.

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

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

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

                  3.7  UNAFFILIATED  TRUSTEES.  In order that a majority  of the
Trustees  shall be  Unaffiliated  Trustees,  if at any time, by reason of one or
more vacancies,  there shall not be such a majority,  then within 120 days after
such vacancy  occurs,  the  continuing  Trustee or Trustees then in office shall
appoint,  pursuant to Section 3.4, a sufficient  number of other Persons who are
Unaffiliated  Trustees, so that there shall be such a majority.  Notwithstanding
the provisions of Section 3.1, of the preceding sentence of this Section 3.7, or
of any other provision of this Declaration of Trust, however,  there shall be no
requirement  as to the  election,  appointment  or  incumbency  of, or as to any
action by, Unaffiliated  Trustees at any time that all of the outstanding Shares
of the Trust are owned by the Adviser and Affiliated  Persons of the Adviser and
by employees of the Adviser and of such Affiliated Persons.

                  3.8  COMMITTEES.  The  Trustees  may appoint  from among their
number an executive  committee  and such other  standing  committees,  including
without limitation investment,  audit, nominating,  and compensation committees,
or special committees as the Trustees  determine.  Each standing committee shall
consist of three or more  members,  a majority  of whom shall not be  Affiliated
Persons  of the  Adviser.  Each  committee  shall have such  powers,  duties and
obligations as may be required by any  governmental  agency or other  regulatory
body or as the Trustees may be deem necessary and appropriate.  Without limiting
the generality of the foregoing, the executive committee shall have the power to
conduct the business and affairs of the Trust during periods between meetings of
the Trustees.  The executive  committee and other  committees shall report their
activities periodically to the Trustees.

                                   ARTICLE IV

                                TRUSTEES' POWERS

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

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

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

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

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

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

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

                  4.2.6      To create reserve funds for any purpose.

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

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

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

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

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

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

                  4.2.13 To elect or appoint  officers of the Trust (which shall
include a Chairman,  who will be a Trustee,  and a President,  a Treasurer and a
Secretary,  and which may include one or more Vice Presidents and other officers
as the trustees may determine,  and none of whom needs be a Trustee), who may be
removed or discharged at the  discretion of the Trustees,  such officers to have
such powers and duties,  and to serve such terms,  as may be  prescribed  by the
Trustees or by the By-Laws of the Trust,  if adopted,  or as may pertain to such
officers;  subject to the  provisions  of article V, to retain an Adviser and to
pay the  Adviser for its  services so  retained;  subject to the  provisions  of
Section 8.5 and 8.6, to engage or employ any persons as agents, representatives,
employees, or independent contractors (including without limitation, real estate
advisers,  investment  advisers,  transfer  agents,  registrars,   underwriters,
accountants,  attorneys  at  law,  real  estate  agents,  managers,  appraisers,
brokers,  architects,  engineers,  construction managers, general contractors or
otherwise) in one or more  capacities,  in connection with the management of the
Trust's  affairs  or  otherwise,  and to pay  compensation  from the  Trust  for
services in as many  capacities as such Person may be so engaged or employed and
notwithstanding  that any such  Person  is,  or is an  Affiliated  Person  of, a
Trustee or officer of the Trust;  and,  except as prohibited by law, to delegate
any of the  powers  and  duties  of the  Trustees  to any one or more  Trustees,
agents, representatives,  officers, employees,  independent contractors or other
Persons,  provided,  however,  that  no  such  delegation  shall  be  made to an
Affiliated  Person of the Adviser  except with the approval of a majority of the
Unaffiliated Trustees.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                    ARTICLE V

                  ADVISER, OTHER AGENTS AND OPERATING EXPENSES

                  5.1  EMPLOYMENT  OF  ADVISER,  EMPLOYEES,   AGENTS,  ETC.  The
Trustees  are  responsible  for the  general  policies of the Trust and for such
general  supervision  of the business of the Trust  conducted  by all  officers,
agents, employees, advisers, managers or independent contractors of the Trust as
may be necessary to ensure that such business conforms to the provisions of this
Declaration.  However,  the  Trustees  are  not,  and  shall  not  be,  required
personally  to conduct  the  business  of the Trust and,  consistent  with their
ultimate  responsibility  as stated above,  the Trustees shall have the power to
retain  an  Adviser  and/or  to  appoint,  employ or  contract  with any  Person
(including one or more of themselves or any corporation,  partnership,  or trust
in which one or more of them may be directors, officers, stockholders,  partners
or trustees) as the Trustees may deem necessary or proper for the transaction of
the  business of the Trust,  and for such  purpose  may grant or  delegate  such
authority to any such Person as the Trustees may in their sole  discretion  deem
necessary or  desirable  without  regard to whether  such  authority is normally
granted or delegated by trustees;  provided,  however, that any determination to
retain an Adviser which is an Affiliated Person of a Trustee shall be valid only
if  made or  ratified  with  the  approval  of a  majority  of the  Unaffiliated
Trustees.

                  It  shall  be  the  duty  of  the  Trustees  to  evaluate  the
performance  of the  Adviser  before  entering  into  or  renewing  an  advisory
contract,   and  the  Unaffiliated   Trustees  have  a  fiduciary  duty  to  the
Shareholders to supervise the relationship of the Trust with the Adviser.

                  The Trustees  (subject to the provisions of Section 5.5) shall
have the power to  determine  the terms and  compensation  of the Adviser or any
other Person whom they may employ or with whom they may  contract.  The Trustees
may exercise broad discretion in allowing the Adviser to administer and regulate
the operations of the Trust, to act as agent for the Trust, to execute documents
on behalf of the  Trustees,  and to make  executive  decisions  which conform to
general policies and general principles previously established by the Trustees.

                  5.2 TERM.  The Trustees shall not enter into any contract with
an Adviser  unless such  contract has an initial term of not more than one year,
provides for annual renewal or extension  thereafter and provides that it may be
terminated at any time by the Trustees,  without  penalty,  upon 60 days written
notice  or by the  Adviser  without  penalty,  upon  120  days  written  notice.
Termination  of the Adviser's  contract by the Trust may be by a majority of the
Trustees  or a  majority  of the  Unaffiliated  Trustees.  In the  event of such
termination,  the Adviser will  cooperate with the Trust and take all reasonable
steps  requested to assist the Trustees in making an orderly  transition of such
advisory function.

                  5.3  ACTIVITIES  OF ADVISER.  The Adviser may  administer  the
Trust  as its  sole and  exclusive  function,  or  engage  in  other  activities
including,  without  limitation,  the rendering of advice to other investors and
the management of other  investments or other real estate investment trusts with
similar  investment  objectives,  including  without  limitation  investors  and
investments advised,  sponsored or organized by the Adviser,  except that, until
60% of the Trust's assets are invested in Real Estate  Investments,  the Adviser
and its Affiliates shall not sponsor or act as investment adviser or manager for
any other real estate investment trust with investment objectives similar to the
Trust's.  The  Trustees  may  request  the  Adviser to engage in  certain  other
activities  which  complement  the Trust's  investments,  including  real estate
acquisition and disposition  services,  renovation and rehabilitation  services,
and the placement or brokerage of long-term mortgage loans or secondary mortgage
financing,  which  activities may include  providing  services  requested by the
prospective mortgagees or mortgagors. Nothing in this Declaration shall limit or
restrict the right of any  director,  officer,  employee or  shareholder  of the
Adviser,  whether or not also a Trustee,  officer or employee  of the Trust,  to
engage in any other  business  or to  render  services  of any kind to any other
partnership,  corporation,  firm, individual,  trust or association. The Adviser
may,  with  respect  to any loan or other  investment  in which  the  Trust  may
participate or allot a participation, render advice and service, with or without
remuneration, to each and every participant in that loan or other investment.

                  5.4 ADVISER COMPENSATION.  The Trustees,  including a majority
of the  Unaffiliated  Trustees,  shall at least  annually  review  generally the
performance of the Adviser in order to determine whether the compensation  which
the Trust has  contracted to pay to the Adviser is reasonable in relation to the
nature and quality of services  performed  and  whether  the  provisions  of the
contract with the Adviser are being carried out. Each such  determination  shall
be based on such of the following  and other factors as the Trustees  (including
the Unaffiliated  Trustees) deem relevant, and shall be reflected in the minutes
of the meetings of the Trustees:

                  5.4.1      the size of the advisory fee in relation to the 
size, composition and profitability of the Invested Assets of the Trust;

                  5.4.2      the success of the Adviser in generating 
opportunities that meet the investment objectives of the Trust;

                  5.4.3 the rates charged to other REITs and to investors  other
than REITs by advisers performing similar services;

                  5.4.4  additional  revenues  realized  by the  Adviser and its
Affiliated  Persons through their  relationship  with the Trust,  including loan
administration,  underwriting or brokerage commissions,  servicing, engineering,
inspection and other fees,  whether paid by the Trust or by others with whom the
Trust does business;

                  5.4.5      the quality and extent of service and advice 
furnished by the Adviser;

                  5.4.6 the  performance  of the  Invested  Assets of the Trust,
including income,  conservation or appreciation of capital, frequency of problem
investments and competence in dealing with distress situations; and

                  5.4.7  the  quality  of the  Invested  Assets  of the Trust in
relationship to any investments generated by the Adviser for its own account.

                  5.5  Operating  Expenses.  Within 60 days after the end of any
fiscal  quarter  of the Trust for which  Total  Operating  Expenses  (for the 12
months  then  ended)  exceed  limits  adopted by the North  American  Securities
Administrators  Association's  Statement  of  Investment  Policy For Real Estate
Investment Trusts, the Unaffiliated Trustee shall send to the Shareholders a
written disclosure of such fact.
<PAGE>
                                   ARTICLE VI

                              PROHIBITED ACTIVITIES

                  6.1 PROHIBITED INVESTMENTS AND ACTIVITIES. The Trust shall not
engage in any of the following investment practices or activities:

                  6.1.1  Invest  in any  Junior  Mortgage  Loan  unless  (a) the
capital invested in such mortgage loan is adequately secured on the basis of the
equity of the  borrower  in the  property  underlying  such  investment  and the
ability of the  borrower to repay the mortgage  loan,  (b) the total amount of a
Junior Mortgage Loan which, taken together with all other  Indebtedness  secured
by the  underlying  Real  Property,  does not  exceed  100% of the  value of the
security  therefor,  (c) the total amount of a Junior Mortgage Loan which, taken
together with all other Indebtedness secured by the underlying Real Property and
senior or pari passu to that held by the Trust, does not exceed 90% of the value
of the security therefor, (d) the senior mortgage is held by a person other than
the Adviser or one of its  Affiliates,  and (3) total Junior Mortgage Loans will
not exceed 25% of the Trust's assets.

                  6.1.2 Invest in commodities,  or in commodity future contracts
or effect short sales of  commodities  or  Securities.  Such  limitation  is not
intended to apply to investments  in interest rate futures or short sales,  when
used solely for hedging purposes.

                  6.1.3 Invest more than 1% of its Total Assets in contracts for
the sale of Real Property,  unless such contracts are recordable in the chain of
title.

                  6.1.4      Issue Securities redeemable at the option of the
holders thereof.

                  6.1.5  Grant  options or  warrants  to  purchase  Shares at an
exercise price, or for consideration  which consists of services or is otherwise
than for cash, that in the judgment of the Trustees (including a majority of the
Unaffiliated  Trustees in the case of the grant of any  operation  or warrant to
the  Adviser or to any  officer,  director  or employee of the Adviser or of the
Trust) is less than the fair  market  value of such Shares on the date of grant,
or which may be  exercisable  for a period in excess of 5 years from the date of
grant,  or which are for a number of Shares  that  (when  added to the number of
other Shares exercisable  pursuant to all then outstanding options and warrants)
is in  excess of 9.8% of the  number  of Shares on the date of grant.  Warrants,
options or Share  purchase  rights that are issued ratably to the holders of all
Shares or another class of Securities, or as part of a financing arrangement are
not prohibited by, or to be included  within the  limitations  of, the preceding
sentence of this Section 6.1.5.

                  6.1.6      Engage in underwriting or the agency distribution 
of Securities issued by others.

                  6.1.7 Invest more than 10% of Total Assets in Unimproved  Real
Property, or Mortgage Loans on Unimproved Real Property.

                  6.1.8      Engage in trading, as compared with investment, 
activities.

                  6.1.9 Allow the aggregate borrowings of the Trust, secured and
unsecured,  to exceed  100% of the Net Assets of the Trust,  in the absence of a
determination  by  the  Trustees  (including  a  majority  of  the  Unaffiliated
Trustees) that a higher level of borrowing is appropriate and in the interest of
the Trust;  provided,  however,  that no higher level of borrowing shall be made
which if unsecured  exceeds the limit  provided in Section  6.1.10 or if secured
exceeds 300% of the net asset value of the property  securing such  borrowing as
determined  by the lender.  Any  borrowing in excess of such 100% level shall be
disclosed to the Shareholders in the next quarterly report of the Trust.

                  6.1.10 Make any  unsecured  borrowing if such  borrowing  will
result in an asset coverage of less than 300% unless at the time of borrowing at
least 80% of the Trust's Total Assets  consist of First Mortgage  Loans.  "Asset
coverage"  for the  purpose of this  Section  6.1.10  means the ratio  which the
Trust's Total Assets, less all liabilities other than Indebtedness for unsecured
borrowings,  bears to the aggregate  amount of all  unsecured  borrowings of the
Trust.

                  6.1.11 Acquire  Securities in any company holding  investments
or engaging in activities prohibited by this Section 6.1.

                  6.1.12 Pay fees and costs associated with (i) the organization
of the  Trust,  (ii) the  sale of its  Shares  pursuant  to its  initial  public
offering of Shares and (iii) the acquisition  (including  brokerage expenses) of
investments with the proceeds of such initial public offering,  if the aggregate
amount for all such fees and costs  covered by (i), (ii) and (iii) exceed 20% of
the gross selling price of such Shares in such initial public  offering;  or pay
fees of the type  described  in Section  IV,  Subdivisions  F, G, H and I of the
North  American  Securities  Administrators  Association's  Statement  of Policy
regarding Real Estate Programs  effective July 1, 1984 in amounts  exceeding the
limitations set forth in such Subdivisions.

                  6.1.13  Issue  debt  securities  unless  the  historical  debt
service  coverage (in the most recently  completed  fiscal year) as adjusted for
known changes is sufficient to property service that higher level of debt.

                  6.2 OBLIGOR'S  DEFAULT.  Notwithstanding  any provision in any
Article of this  Declaration,  when an obligor to the Trust is in default  under
the terms of any  obligation to the Trust,  the Trustees shall have the power to
pursue any  remedies  permitted  by law which in their sole  judgment are in the
interest  of the Trust and the  Trustees  shall have the power to enter into any
necessary  investment,  commitment or obligation of the Trust resulting from the
pursuit of such  remedies that are necessary or desirable to dispose of property
acquired in the pursuit of such remedies.

                  6.3 PERCENTAGE DETERMINATIONS. Whenever standards contained in
this Article VI are expressed in terms of a percentage,  whether of value, Total
Assets,  cost or otherwise,  such percentage  shall be determined at the time of
the  issuance of a  commitment  by the Trust for a  transaction  covered by such
standard hereunder.

                                   ARTICLE VII

                             SHARES AND SHAREHOLDERS

                  7.1  SHARES.  The  beneficial  interest  in the Trust shall be
divided into  transferable  units of a single class, all of which are designated
as Shares,  each without par value,  and each Share shall (except as provided in
Section  7.12) be identical in all  respects  with every other Share.  The total
number of Shares the Trust shall have authority to issue shall be unlimited. The
Shares may be issued for such  consideration  as the Trustees  shall  determine,
including upon the  conversion of convertible  debt, or by way of share dividend
or share split in the  discretion of the Trustees.  Outstanding  Shares shall be
transferable  and  assignable  in  like  manner  as are  shares  of  stock  of a
Massachusetts  business  corporation.  Shares  reacquired  by the Trust shall no
longer be deemed outstanding and shall have no voting or other rights unless and
until reissued.  Shares reacquired by the Trust may be canceled by action of the
Trustees.  All Shares shall be fully paid and  nonassessable  by or on behalf of
the Trust upon receipt of full  consideration for which they have been issued or
without  additional  consideration  if  issued by way of share  dividend,  share
split, or upon the conversion of convertible  debt. The Shares shall not entitle
the holder to  preference,  preemptive,  conversion,  or exchange  rights of any
kind,  except as the Trustees  may  specifically  determine  with respect to any
Shares  at the time of  issuance  of such  Shares  and  except  as  specifically
provided by law.

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

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

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

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

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

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

                  7.5 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS.  The Trustees
may  from  time to  time  declare  and pay to  Shareholders  such  dividends  or
distributions in cash or other property,  out of current or accumulated  income,
capital,  capital  gains,  principal,  surplus,  proceeds  from the  increase or
refinancing of Trust obligations,  for the repayment of loans made by the Trust,
from the sale of portions of the Trust  Estate,  or from any other source as the
Trustees in their discretion  shall determine;  but, in any event, the Trustees,
shall, from time to time, declare and pay to the Shareholders such distributions
as may be necessary to continue to qualify the Trust as a Real Estate Investment
Trust, so long as such qualification,  in the opinion of the Trustees, is in the
best  interest  of the  Shareholders.  Shareholders  shall  have no right to any
dividend or  distribution  unless and until declared by the Trustees.  A written
statement  disclosing the source shall be sent to each  Shareholder who received
the  distribution  not later than (i) 60 days after the close of the fiscal year
in which the  distribution  was made,  or (ii)  promptly  after the  independent
auditors of the Trust have completed,  or undertaken  sufficient  actions toward
completion of, the annual audit of the Trust, so that the Trustees can determine
the source of such distribution, whichever event shall occur later.

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

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

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

                  7.9 REPORTS TO  SHAREHOLDERS.  The Trustees  shall cause to be
prepared  and mailed not later than 120 days after the close of each fiscal year
of the Trust a report of the  business  and  operation  of the Trust during such
fiscal year to the Shareholders, which report shall constitute the accounting of
the  Trustees  for such fiscal  year.  The report shall be in such form and have
such  content as the  Trustees  deem  proper,  but shall in any event  include a
balance sheet,  an income  statement and a surplus  statement,  each prepared in
accordance with generally accepted accounting principles, shall be audited by an
independent  certified public  accountant and shall be accompanied by the report
of such accountant thereon.  The Trustees shall also publish to the Shareholders
quarterly  with  respect  to the Trust  (1) the  ratio of the  costs of  raising
capital during the quarter to the capital raised,  and (2) the aggregate  amount
of advisory fees and the aggregate  amount of other fees paid to the Adviser and
all affiliates of the Adviser by the Trust and including fees or charges paid to
the Adviser and all  Affiliates of the Adviser by third  parties doing  business
with the Trust.

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

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

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

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

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

                  7.12.3 Notwithstanding any other provision of this Declaration
of Trust to the contrary and subject to the provisions of subsection  7.12.5, no
Person,  or Persons acting as a group,  shall at any time directly or indirectly
acquire  ownership in the aggregate of more than 9.8% of the outstanding  Shares
of the Trust  (the  "Limit").  Shares  owned by a Person or group of  Persons in
excess  of the  Limit  at any time  shall be  deemed  "Excess  Shares."  For the
purposes  of this  Section  7.12,  the  term  "ownership"  shall be  defined  in
accordance  with or by reference to the  qualification  requirements of the REIT
Provisions of the Internal Revenue Code and shall also mean ownership as defined
in Rule 13d-3  promulgated by the Securities and Exchange  Commission  under the
Securities  Exchange  Act of 1934,  and the  term  "group"  shall  have the same
meaning  as that  term  has for  purposes  of  Section  13(d)(3)  of such Act as
amended.  All Shares which any Person has the right to acquire upon  exercise of
outstanding rights,  options and warrants, and upon conversion of any Securities
convertible into Shares, if any, shall be considered outstanding for purposes of
the Limit if such inclusion will cause such person to own more that the Limit.

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

                  7.12.5 The Limit set forth in Section  7.12.3  shall not apply
to acquisitions  Shares pursuant to a cash tender offer made for all outstanding
Shares of the Trust (including Securities convertible into Shares) in conformity
with  applicable  federal  and sate  securities  laws  where  two-thirds  of the
outstanding  Shares (not including Shares or Securities  convertible into Shares
held by the tender  offerer  and/or any  "affiliates"  or  "associates"  thereof
within the meaning of the Act) are duly  tendered and  accepted  pursuant to the
cash tender offer;  nor shall the Limit apply to the acquisition of Shares by an
underwriter in a public offering of Shares, or in any transaction  involving the
issuance of Shares by the Trust,  in which a majority of the Trustees  determine
that the  underwriter or other person or party  initially  acquiring such Shares
will make a timely  distribution  of such Shares to or among other  holders such
that,  following such  distribution,  none of such Shares will be Excess Shares.
The Trustees in their  discretion may exempt from the Limit ownership of certain
designated  Shares while owned by a person who has  provided  the Trustees  with
evidence and assurances acceptable to the Trustees that the qualification of the
Trust as a REIT would not be jeopardized thereby.

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

                  7.12.7 Nothing  contained in this Section 7.12 or in any other
provision of this Declaration of Trust shall limit the authority of the Trustees
to take such other  action as they deem  necessary  or  advisable to protect the
Trust and the  interests  of the  Shareholders  by  preservation  of the Trust's
qualification as a REIT under the REIT Provisions of the Internal Revenue Code.

                  7.12.8  If  any   provision   of  this  Section  7.12  or  any
application  of any such provision is determined to be invalid by any Federal or
state court having  jurisdiction over the issues,  the validity of the remaining
provisions shall not be affected and other  applications of such provision shall
be affected  only to the extent  necessary to comply with the  determination  of
such court. To the extent this Section 7.12 may be  inconsistent  with any other
provision of this Declaration of Trust, this Section 7.12 shall be controlling.

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

                                  ARTICLE VIII

                       LIABILITY OF TRUSTEES, SHAREHOLDERS
                         AND OFFICERS, AND OTHER MATTERS

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

                  8.2  LIMITATION  OF  LIABILITY OF  SHAREHOLDERS,  TRUSTEES AND
OFFICERS.  The  Trustees and officers in  incurring  any debts,  liabilities  or
obligations,  or in taking or omitting  any other  actions for or in  connection
with the Trust are, and shall be deemed to be, acting as Trustees or officers of
the Trust  and not in their  own  individual  capacities.  Except to the  extent
provided in Section 8.1 no Trustee or officer shall,  nor shall any Shareholder,
be liable for any debt, claim, demand, judgment, decree, liability or obligation
of any kind of,  against or with respect to the Trust  arising out of any action
taken or  omitted  for or on behalf  of the Trust and the Trust  shall be solely
liable  therefor  and  resort  shall be had  solely to the Trust  Estate for the
payment or performance  thereof.  Each Shareholder shall be entitled to pro rata
indemnity  from the Trust Estate if,  contrary to the  provisions  hereof,  such
Shareholder shall be held to any such personal liability.

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

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

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

                  8.6  TRANSACTIONS   WITH  AFFILIATES.   The  Trust  shall  not
knowingly invest,  either directly or indirectly,  in any Real Estate Investment
or  entity  in which any  Trustee  or  Adviser  or any of its  Affiliates  is an
investor, creditor or owner. The Trust shall not engage in transactions with the
Adviser, any Trustee, officer, or any Affiliated Person of such Adviser, Trustee
or  officer,  except  to the  extent  that  each  such  transaction  has,  after
disclosure of such  affiliation,  been  approved or ratified by the  affirmative
vote of a majority  of the  Trustees  (or, in the case of a  transaction  with a
person other than the Adviser or its  Affiliate,  a majority of the Trustees not
having any interest in such transaction) after a determination by them that:

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

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

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

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

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

         The  provisions  of this  Section 8.6 shall not prohibit the Trust from
participating  in any  investment  on a pari passu  basis with any other  entity
whose  trustees or  directors  are the same persons as the Trustees of the Trust
and as a result  there  are no  Trustees  of the  Trust who may not also have an
interest in said investment as trustees or directors of such other entity.

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

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

                                   ARTICLE IX

                        DURATION, TERMINATION, AMENDMENT
                           AND REORGANIZATION OF TRUST

                  9.1 DURATION AND  TERMINATION OF TRUST.  The Trustees will use
their best efforts to terminate the Trust within approximately 10 years from the
date  of this  Declaration  of  Trust.  However,  it  shall  be in the  absolute
discretion of the Trustees to determine in good faith such  termination  date as
will be in the best  interests  of the  Shareholders  of the Trust,  taking into
consideration  the investments of the Trust at the time at which  termination is
considered;  but in any event the Trust shall  terminate  no later than 20 years
from the date of this Declaration.  The holders of a majority of the outstanding
shares  entitled  to vote  thereon  may amend this  Declaration  to extent  this
period.  Any  determination  by the Trustees of the date upon which  termination
shall occur shall be  reflected in a vote of or written  instrument  singed by a
majority  of all of the  Trustees  then in office,  including  a majority of the
Unaffiliated Trustees;  provided,  however, that any plan for the termination of
the Trust which  contemplates the distribution to the Shareholders of Securities
or other  property in kind (other than the right promptly to receive cash) shall
require  the vote or consent of the  holders  of a majority  of the  outstanding
Shares  entitled  to vote  thereon;  and also  provided  that the Trust shall be
subject to  termination  at any time by the vote or consent of the  holders of a
majority of the outstanding Shares entitled to vote thereon.

                  9.1.1 Upon the  termination of the Trust and unless  otherwise
provided in a plan for termination  approved by the holders of a majority of the
outstanding Shares and agreeable to a majority of the Trustees:

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

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

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

     If any plan for the  termination  of the Trust approved by the holders of a
majority of the  outstanding  Shares and agreeable to a majority of the Trustees
provides for actions of the Trustees other than as aforesaid, the Trustees shall
have full  authority  to take all  action as in their  opinion is  necessary  or
appropriate to implement said plan.

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

     No Person dealing with the Trust or any Person or Persons purporting to act
as  Trustees  shall at any time  (whether or not after 15 years from the date of
this  Declaration  of Trust) have any  obligation to inquire  whether or not the
Trust is terminated.

                  9.2  MERGER,  ETC.  Upon  the  vote or  written  consent  of a
majority of the Trustees, including a majority of the Unaffiliated Trustees, and
with the  approval of the  holders of a majority of the Shares then  outstanding
and entitled to vote, at a meeting the notice for which  included a statement of
the proposed action,  the Trustees may (a) merge the Trust into, or sell, convey
and transfer the Trust Estate to, any corporation,  association,  trust or other
organization  in  exchange  for  shares or  Securities  thereof,  or  beneficial
interests therein, or other consideration, and the assumption by such transferee
of the  liabilities  of the Trust and (b)  thereupon  terminate  the Trust  and,
subject  to  Section  9.1,  distribute  such  shares,   securities,   beneficial
interests, or other consideration,  ratably among the Shareholders in redemption
of their Shares.

                  9.3 AMENDMENT  PROCEDURE.  This  Declaration may be amended by
the vote or written  consent of a majority of the Trustees and of the holders of
a  majority  of the  outstanding  Shares  entitled  to vote  thereon;  provided,
however,  that no amendment which would reduce the priority of payment or amount
payable  to any class of Shares of the Trust  upon  liquidation  of the Trust or
that would  diminish or eliminate any voting  rights  pertaining to any class of
Shares  shall be made  unless  approved by the vote or consent of the holders of
two-thirds of the outstanding  Shares of such class. The Trustees may also amend
this  Declaration by the vote of two-thirds of the Trustees  without the vote or
consent of Shareholders at any time to the extent deemed by the Trustees in good
faith to be  necessary  to meet the  requirements  for  qualification  as a Real
Estate  Investment  Trust under the REIT Provisions of the Internal Revenue Code
or any  interpretation  thereof  by a court  or  other  governmental  agency  of
competent  jurisdiction,  but the Trustees shall not be liable for failing so to
do.  Actions by the  Trustees  pursuant  to the third  paragraph  of Section 1.1
hereof or  pursuant to  subsection  10.3.1  hereof that result in amending  this
Declaration may also be effected without vote or consent of any Shareholder.

                  9.4 AMENDMENT,  ETC. Prior to First Public Offering of Shares.
Notwithstanding  any other provision of this Declaration,  at such time as there
is only one holder of all of the outstanding Shares and prior to the issuance of
Shares  pursuant to a registration  statement  under the Securities Act of 1933,
said holder of all of the outstanding Shares may, without any vote or consent of
the Trustees, (a) amend this Declaration in whole or in part, (b) terminate this
Trust,  (c) remove and/or  replace any or all of the Trustees,  and (d) instruct
the investment and disposition of any funds or properties held by the Trustees.
<PAGE>
                                    ARTICLE X

                                  MISCELLANEOUS

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

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

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

                  10.3.1 The provisions of this  Declaration are severable,  and
if the Trustees  shall  determine,  with the advice of counsel,  that any one or
more of such provisions (the "Conflicting  Provisions") could have the effect of
preventing the Trust from qualifying as a real estate investment trust under the
REIT  Provisions  of  the  Internal  Revenue  Code  (and  if the  Trustees  have
determined  the Trust  should  elect to be taxed as a REIT  under  the  Internal
Revenue Code) or are in conflict with other applicable  federal or state laws or
regulations,   the  Conflicting   Provisions  shall  be  deemed  never  to  have
constituted  a  part  of  the   Declaration;   provided,   however,   that  such
determination  by the Trustees  shall not affect or impair any of the  remaining
provisions of this Declaration or render invalid or improper any action taken or
omitted  (including  but not limited to the election of Trustees)  prior to such
determination.  A  certification  signed by a majority of the  Trustees  setting
forth  any such  determination  and  reciting  that it was duly  adopted  by the
Trustees, or a copy of this Declaration, with the Conflicting Provisions removed
pursuant to such a determination, signed by a majority of the Trustees, shall be
conclusive  evidence  (except  as to  Shareholders,  as to whom it shall only be
prima facie  evidence) of such  determination  when lodged in the records of the
Trust.  The Trustees  shall not be liable for failure to make any  determination
under this Section 10.3.1. Nothing in this Section 10.3.1 shall in any way limit
or affect the right of the  Trustees  to amend this  Declaration  as provided in
Section 9.2.

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

                  10.4 BINDING EFFECT;  SUCCESSORS IN INTEREST.  Each Person who
becomes a Shareholder  shall, as a result  thereof,  be deemed to have agreed to
and to be bound by the provisions of this Declaration of Trust. This Declaration
shall  be  binding  upon  and  inure  to the  benefit  of the  Trustees  and the
Shareholders and the respective  successors,  assigns,  heirs,  distributees and
legal representatives of each of them.
<PAGE>
                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Declaration as of the 6th day of February, 1985.

/s/ James L. Mooney             /s/ Robert L. Kinney                    
James L. Mooney                  Robert L. Kinney

Address:                         Address:

157 Linden Street                Mellon Real Estate Investment
Ridgewood, New Jersey 07450      Management Corporation

 Mellon Financial Center
 551 Madison Avenue
 New York, New York 10022

 /s/ Mercer L. Jackson           /s/ James T. Foran                        
Mercer L. Jackson               James T. Foran

Address:                        Address:

3825 North 37th Street          Mellon Real Estate Investment
Arlington, Virginia 22207       Management Corporation

Mellon Financial Center
551 Madison Avenue
New York, New York 10022

/s/ Patrick E. McCarthy         /s/ Arthur C. Karlin                       
Patrick E. McCarthy             Arthur C. Karlin

Address:                        Address:
43 Highland Avenue              E.F. Hutton & Company, Inc.
Bangor, Maine 04401             595 Madison Avenue

                                New York, New York   10022

                                 /s/ Irving E.Cohen                           
                                Irving E. Cohen

                                Address:

                                E.F. Hutton & Company, Inc.
                                595 Madison Avenue

                                New York, New York 10022

STATE OF New York           
COUNTY OF    New York    

         Then personally  appeared Irving E. Cohen, to me known to be one of the
Trustees who executed the foregoing  Declaration of Trust and  acknowledged  the
same to be his free act and deed, this 11th day of February, 1985.

                                  /s/ Kathleen M. Keenan                    
                                 Notary Public

My commission expires:
3/30/85                                                

STATE OF New York           
COUNTY OF    New York    

         Then personally appeared Arthur C. Karlin, to me known to be one of the
Trustees who executed the foregoing  Declaration of Trust and  acknowledged  the
same to be his free act and deed, this 11th day of February, 1985.

/s/ Kathleen M. Keenan                         
Notary Public

My commission expires:
3-30-85                                                 

STATE OF New York           
COUNTY OF    New York    

         Then  personally  appeared James T. Foran, to me known to be one of the
Trustees who executed the foregoing  Declaration of Trust and  acknowledged  the
same to be his free act and deed, this 8th day of February, 1985.

 /s/ Kathleen M. Keenan                         
 Notary Public

My commission expires:
3-30-85