EXHIBIT 3ii.2

                                   BYLAWS OF

                         PRIMECORE MORTGAGE TRUST, INC.


                              Amended March 1, 2001



                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1. Annual Meeting. The Corporation shall hold an annual meeting
of its stockholders to elect directors and transact any other business within
its power, either at 10:00 a.m. on the last day of April in each year if not a
legal holiday, or at such other time on such other day falling on or before the
30th day thereafter as shall be set by the Board of Directors. Except as the
Charter or statute provides otherwise, any business may be considered at an
annual meeting without the purpose of the meeting having been specified in the
notice. Failure to hold an annual meeting does not invalidate the Corporation's
existence or affect any otherwise valid corporate acts. Meetings of stockholders
shall be held at the principal office of the Corporation or at such other place
in the United States as is set forth from time to time by the Board of
Directors.

         SECTION 2. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called at any time by the President, by the
Chairman of the Board of Directors, by a majority of the Board of Directors, by
a majority of the Independent Directors (as defined in Section 1 of Article II
hereof), or by the written request of stockholders entitled to cast a majority
of the votes which all stockholders are entitled to cast at the particular
meeting, addressed to the Secretary and then the Secretary shall proceed to call
a special meeting only as may be required by law.

         SECTION 3. Notices. Notice of the annual meeting and of any special
meeting of stockholders shall, at least ten days but not more than ninety days
prior to the date thereof, be given to each stockholder entitled to vote thereat
and each other stockholder entitled to notice of the meeting. Notice is given to
a stockholder when it is personally delivered to it, left at its residence or
usual place of business, or mailed to it at its address as it appears on the
records of the Corporation. Notwithstanding the foregoing provisions, each
person who is entitled to notice waives notice if, before or after the meeting,
such stockholder signs a waiver of notice which is filed with the records of the
stockholders' meeting, or is present at the meeting in person or by proxy. Every
notice of an annual meeting or a special meeting shall state the time and place
of the meeting. If the meeting is a special meeting or notice of the purpose or
purposes is required by statute, the notice shall also briefly state the purpose
or purposes thereof, and no business, other than that specified in such notice
and matters germane thereto, shall be transacted at the meeting without further
notice to stockholders not present in person or by proxy.

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         SECTION 4. Quorum; Manner of Acting and Adjournment. Unless statute or
the Charter provides otherwise, at a meeting of stockholders the presence in
person or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at the meeting constitutes a quorum, and a majority of all
the votes cast at a meeting at which a quorum is present is sufficient to
approve any matter which properly comes before the meeting, except that a
plurality of all the votes cast at a meeting at which a quorum is present is
sufficient to elect a director.

         Whether or not a quorum is present, a meeting of stockholders convened
on the date for which it was called may be adjourned from time to time without
further notice by a majority vote of the stockholders present in person or by
proxy to a date not more than 120 days after the original record date. Any
business which might have been transacted at the meeting as originally notified
may be deferred and transacted at any such adjourned meeting at which a quorum
shall be present.

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

         SECTION 6. Voting. Unless the Charter provides for a greater or lesser
number of votes per share or limits or denies voting rights, each outstanding
share of stock, regardless of class, is entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. In all elections for
directors, each share of stock may be voted for as many individuals as there are
directors to be elected and for whose election the share is entitled to be
voted, but cumulative voting is not permitted.

         SECTION 7. Proxies. A stockholder may vote the stock the stockholder
owns of record either in person or by proxy. A stockholder may sign a writing
authorizing another person to act as proxy. Signing may be accomplished by the
stockholder or the stockholder's authorized agent signing the writing or causing
the stockholder's signature to be affixed to the writing by any reasonable
means, including facsimile signature. A stockholder may authorize another person
to act as proxy by transmitting, or authorizing the transmission of, a telegram,
cablegram, datagram, or other means of electronic transmission to the person
authorized to act as proxy or to a proxy solicitation firm, proxy support
service organization, or other person authorized by the person who will act as
proxy to receive the transmission. Unless a proxy provides otherwise, it is not
valid more than 11 months after its date. A proxy is revocable by a stockholder
at any time without condition or qualification unless the proxy states that it

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is irrevocable and the proxy is coupled with an interest. A proxy may be made
irrevocable for so long as it is coupled with an interest. The interest with
which a proxy may be coupled includes an interest in the stock to be voted under
the proxy or another general interest in the Corporation or its assets or
liabilities.

         SECTION 8. Voting Lists. At each meeting of stockholders, a full, true
and complete list of all stockholders entitled to vote at such meeting, showing
the number and class of shares held by each and certified by the transfer agent
for such class or by the Secretary, shall be furnished by the Secretary.

         SECTION 9. Conduct of Business. Nominations of persons for election to
the Board of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who was a stockholder of
record at the time of giving notice provided for in Article I, Section 10, who
is entitled to vote at the meeting and who complied with the notice procedures
set forth in Article I, Section 10. The chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section and Article I, Section 10, and, if any proposed nomination or
business is not in compliance with this Section and Article I, Section 10, to
declare that such defective nomination or proposal be disregarded.

         SECTION 10. Stockholder Proposals. For any stockholder proposal to be
presented in connection with an annual meeting of stockholders of the
Corporation (other than proposals made under Rule 14a-8 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any proposal
relating to the nomination of a director to be elected to the Board of Directors
of the Corporation, the stockholder putting forth such proposal must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 90 days before the
first anniversary of the mailing date of the notice of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the

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business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and of the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made, (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.

                                   ARTICLE II

                                    DIRECTORS

         SECTION 1. Number, Classification, Election and Term. The affairs of
the Corporation shall be under the direction and control of a Board of Directors
which shall be initially composed of three (3) members who shall hold office
until its successors are duly chosen and qualified. The directors shall be
divided into three Classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. The term of the
initial Class I directors shall terminate on the date of the annual meeting of
stockholders held in 2000; the term of the initial Class II directors shall
terminate on the date of the annual meeting of stockholders held in 2001; and
the term of the initial Class III directors shall terminate on the date of the
annual meeting of stockholders held in 2002. At each annual meeting of
stockholders beginning in 2000, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. The
number of directors shall be increased or decreased from time to time by vote of
a majority of the entire Board of Directors; provided, however, that the number
of directors may not exceed fifteen (15) nor be less than three (3) except as
permitted by law. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible. A director elected by
stockholders shall hold office until the annual meeting for the year in which
his or her term expires and until his or her successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

For the purposes of these Bylaws, "Independent Director" shall mean a director
of the Corporation who is not an officer or employee of the Corporation or any
subsidiary of the Corporation. Directors need not be stockholders in the
Corporation.

         Whenever the holders of any one or more series of preferred stock of
the Corporation shall have the right, voting separately as a class, to elect one
or more directors of the Corporation, the Board of Directors shall consist of
said directors so elected in addition to the number of directors fixed as
provided above in the first paragraph of this Section 1. Notwithstanding the
foregoing, and except as otherwise may be required by law, whenever the holders
of any one or more series of preferred stock of the Corporation shall have the
right, voting separately as a class, to elect one or more directors of the
Corporation, the terms of the director or directors elected by such holders
shall expire at the next succeeding annual meeting of stockholders.

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         SECTION 2. Function of Directors. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. All
the powers of the Corporation are vested in and shall be exercised by or under
the authority of the Board of Directors except as otherwise prescribed by
statute, by the Charter or by these Bylaws.

         SECTION 3. Vacancies. Subject to the rights of the holders of any class
of stock separately entitled to one or more directors, any vacancy occurring on
the Board of Directors for any cause other than by reason of an increase in the
number of directors may, subject to the provisions of Section 5, be filled by a
majority of the remaining members of the Board of Directors, regardless of
whether such majority of the remaining members of the Board of Directors is less
than a quorum. Subject to the rights of the holders of any class of stock
separately entitled to elect one or more directors, any vacancy occurring by
reason of an increase in the number of directors may be filled by action of a
majority of the entire Board of Directors. The stockholders may fill any vacancy
occurring on the Board of Directors for any reason. If the stockholders of any
class or series are entitled separately to elect one or more directors, a
majority of the remaining directors elected by that class or series or the sole
remaining director elected by that class or series may fill any vacancy among
the number of directors elected by that class or series. A director elected by
the Board of Directors to fill a vacancy shall be elected to hold office until
the next annual meeting of stockholders or until his successor is elected and
qualified.

         SECTION 4. Resignations. Any director or member of a committee may
resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, or if no time be specified, at the time of
the receipt by the Chairman of the Board, the President or the Secretary.
Acceptance of a resignation shall not be necessary to make it effective.

         SECTION 5. Removal. Unless statute or the Charter provide otherwise,
and subject to the rights of the holders of any class separately entitled to
elect one or more directors, at any meeting of stockholders duly called and at
which a quorum is present, the stockholders may, by the affirmative vote of the
holders of a majority of the votes entitled to be cast thereon, remove any
director or directors from office with or without cause, and may elect a
successor or successors to fill any resulting vacancies for the unexpired terms
of removed directors; provided, however, that at all times subsequent to the
Corporation's Private Placement, a majority of the Board of Directors shall be
Independent Directors.

         SECTION 6. Committees of the Board of Directors. The Board of Directors
may appoint from among its members an Executive Committee, an Audit Committee, a
Compensation Committee and other committees composed of one or more directors
and delegate to these committees any of the powers of the Board of Directors,
except the power to authorize dividends of stock, elect directors, issue stock
other than as provided in the next sentence, recommend to the stockholders any
action which requires stockholder approval, amend these Bylaws, or approve any
merger or share exchange which does not require stockholder approval. At least a
majority of all committees of the Board shall be comprised of Independent
Directors. During the time any shares of stock of the Corporation are quoted on
the Nasdaq National Market or listed on a national securities exchange, the

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Board of Directors shall appoint an audit committee comprised of not less than
two members, all of whom are Independent Directors. If the Board of Directors
has given general authorization for the issuance of stock providing for or
establishing a method or procedure for determining the maximum number of shares
to be issued, a committee of the Board, in accordance with that general
authorization or any stock option or other plan or program adopted by the Board
of Directors, may authorize or fix the terms of stock subject to classification
or reclassification and the terms on which any stock may be issued, including
all terms and conditions required or permitted to be established or authorized
by the Board of Directors.

         Each committee may fix rules of procedure for its business. One-third
of the members of a committee shall constitute a quorum for the transaction of
business and the act of a majority of those present at a meeting at which a
quorum is present shall be the act of the committee. The members of a committee
present at any meeting, whether or not they constitute a quorum, may appoint a
director to act in the place of an absent member. Any action required or
permitted to be taken at a meeting of a committee may be taken without a
meeting, if a unanimous written consent which sets forth the action is signed by
each member of the committee and filed with the minutes of the committee. The
members of a committee may conduct any meeting thereof by conference telephone
in accordance with the provisions of Section 8 of this Article.

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

         SECTION 7. Meetings of the Board of Directors. Meetings of the Board of
Directors, regular or special, may be held at any place in or out of the State
of Maryland as the Board of Directors may from time to time determine or as
shall be specified in the notice of such meeting.

         Members of the Board of Directors may participate in a meeting by means
of a conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by such means constitutes presence in person at a meeting.

         The first meeting of each newly elected Board of Directors shall be
held as soon as practicable after the annual meeting of the stockholders at
which the directors were elected. The meeting may be held at such time and place
as shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors as provided in this Section 7, except that no
notice shall be necessary if such meeting is held immediately after the
adjournment, and at the site, of the annual meeting of stockholders.

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         Regular meetings of the Board of Directors may be held without notice
at such time and place as shall from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called at any time
by two (2) or more directors or by a majority of the members of the executive
committee, if one be constituted, in writing with or without a meeting of such
committee, or by the Chairman of the Board of Directors or the President.

         Special meetings may be held at such place or places in or out of the
State of Maryland as may be designated from time to time by the Board of
Directors; in the absence of such designation, such meetings shall be held at
such places as may be designated in the notice of meeting.

         Notice of the place and time of every special meeting of the Board of
Directors shall be delivered by the Secretary to each director either personally
or by telephone, telegraph, overnight courier or facsimile, or by leaving the
same at his residence or usual place of business at least twenty-four (24) hours
before the time at which such meeting is to be held or, if by first-class mail,
at least 72 hours before the time of such meeting. If mailed, such notice shall
be deemed to be given when deposited in the United States Mail addressed to the
director at his post office address as it appears on the records of the
Corporation, with postage thereon paid. Unless the Bylaws or a resolution of the
Board of Directors provides otherwise, the notice need not state the business to
be transacted at, or the purposes of, any special meeting of the Board of
Directors. No notice of any special meeting of the Board of Directors need be
given to any director who attends except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
special meeting is not lawfully called or convened, or to any director who, in
writing executed and filed with the records of the meeting either before or
after the holding thereof, waives such notice.

         Any meeting of the Board of Directors, regular or special, may adjourn
from time to time to reconvene at the same or some other place, and no notice
need be given of any such adjourned meeting other than by announcement.

         SECTION 8. Informal Action by Directors. Unless otherwise provided by
law, any action required to be taken at a meeting of the directors or any other
action which may be taken at a meeting of the directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.

         SECTION 9. Quorum and Voting. At all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum
for the transaction of business, and the action of a majority of the directors
present at any meeting at which a quorum is present shall be the action of the
Board of Directors unless the concurrence of a greater proportion is required
for such action by law, the Charter or these Bylaws. If a quorum shall not be
present at any meeting of directors, the directors present thereat may, by a
majority vote, adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

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         SECTION 10. Organization. The Chairman of the Board shall preside at
each meeting of the Board of Directors. In the absence or inability of the
Chairman of the Board to preside at a meeting, the President or, in his absence
or inability to act, another director chosen by a majority of the directors
present, shall act as chairman of the meeting and preside thereat. The Secretary
(or, in his absence or inability to act, any person appointed by the chairman of
the meeting) shall act as Secretary of the meeting and keep the minutes thereof.

         SECTION 11. Compensation of Directors. Independent Directors shall
receive compensation for their services, and expenses of attendance for
attendance at each regular or special meeting of the Board of Directors, or of
any committee thereof or both, as may be determined from time to time by the
Board of Directors. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

         SECTION 12. Investment Policies and Restrictions. The Board of
Directors shall approve the investment policies of the Corporation. The
investment policies and compliance therewith shall be reviewed at least annually
to determine that the policies then being followed by the Corporation are in the
best interest of the stockholders of the Corporation. Each such determination
and the basis therefor shall be set forth in the minutes of the meeting of the
Board of Directors.

         It shall be the duty of the Board of Directors to ensure that the
purchase, sale, retention and disposal of the Corporation's assets, and the
investment policies of the Corporation and the limitations thereon or amendment
thereof are at all times in compliance with the restrictions applicable to real
estate investment trusts pursuant to the Internal Revenue Code of 1986, as
amended.

         SECTION 13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent or abstention shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any director who votes in favor of such action.

         SECTION 14. Advisory Directors. The Board of Directors may by
resolution appoint advisory directors to the Board, who may also serve as
directors emeriti, and shall have such authority and receive such compensation
and reimbursement as the Board of Directors shall provide. Advisory directors or
directors emeriti shall not have the authority to participate by vote in the
transaction of business.

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                                   ARTICLE III

                                    OFFICERS

         SECTION 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, a President, a Treasurer and a Secretary, who shall be
elected by the Board of Directors to serve during the pleasure of the Board and
until their respective successors are elected and qualified, except as otherwise
provided in any employment agreement between the Corporation and any officer.
The Chairman of the Board and the President shall always be members of the Board
of Directors. The Board of Directors may also appoint one or more Vice
Presidents. The same person may hold any two or more offices except those of
President and Vice President.

         SECTION 2. Subordinate Officers, Committees and Agents. The Board of
Directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the Corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these Bylaws, or as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents.

         SECTION 3. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and the Board of Directors at which
he or she is present. Unless otherwise specified by the Board of Directors, the
Chairman of the Board shall also be the Chief Executive Officer of the
Corporation and perform the duties customarily performed by chief executive
officers, and shall perform such other duties as may from time to time be
requested of him or her by the Board of Directors.

         SECTION 4. President. Unless otherwise provided by resolution of the
Board of Directors, the President, in the absence of the Chairman of the Board,
shall preside at all meetings of the Board of Directors and of the stockholders
at which he shall be present. The President shall, subject to the control of the
Board of Directors, in general supervise and control all of the business and
affairs of the Corporation. The President may sign, with the Secretary or any
other proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors from time to time.

         SECTION 5. Vice Presidents. In the absence of the President or in event
of his or her death, inability or refusal to act, or at the request of the Chief
Executive Officer or President, the Vice President or Vice Presidents shall
perform the duties and exercise all the powers of the President and be subject
to all the restrictions upon the President. The Vice President or Vice
Presidents shall perform such other duties as from time to time may be assigned
to him or her or them by the President or by the Board of Directors.

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         SECTION 6. Secretary. The Secretary shall keep the minutes of the
stockholders' and of the Board of Directors' meetings in one or more books
provided for that purpose, see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law, be custodian of the
corporate records and of the seal of the Corporation and keep a register of the
post office address of each stockholder which shall be furnished to the
Secretary by such stockholder, have general charge of the stock transfer books
of the Corporation and, in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or
her by the President, the Chief Executive Officer or the Board of Directors.

         SECTION 7. Treasurer. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation, receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws and in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him or her by the President, the Chief Executive Officer, the Chief Financial
Officer or by the Board of Directors.

         SECTION 8. Other  Officers. The other officers of the Corporation shall
perform such duties as the President may from time to time assign to them.

         SECTION 9. Removal. Any officer elected by the Board of Directors may
be removed, either for or without cause, at any time upon the vote of a majority
of the Board of Directors. Any other employee of the Corporation may be removed
or dismissed at any time by the President. The removal of an officer does not
prejudice any of his or her contract rights.

         SECTION 10. Resignation. Any officer or agent may resign at any time by
giving written notice to the Board of Directors, or to the President or to the
Secretary of the Corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 11. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the Board of Directors or by the officer or remaining members of the committee
to which the power to fill such office has been delegated pursuant to Section 2
of this Article, as the case may be, and if the office is one for which these
Bylaws prescribe a term, shall be filled for the unexpired portion of the term.

         SECTION 12. Compensation. The salaries or other compensation, if any,
of the officers elected by the Board of Directors shall be fixed from time to
time by the Board of Directors or by such officer as may be designated by
resolution of the Board of Directors. The salaries or other compensation of any

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other officers, employees and other agents shall be fixed from time to time by
the officer or committee to which the power to elect such officers or to retain
or appoint such employees or other agents has been delegated pursuant to Section
2 of this Article. No officer shall be prevented from receiving such salary or
other compensation by reason of the fact that he is also a director of the
Corporation.

                                   ARTICLE IV

                                      STOCK

         SECTION 1. Certificates. Each stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number and
kind and class of shares owned by it in the Corporation. Each certificate shall
be signed by the Chairman of the Board or the President or a Vice President and
countersigned by the Secretary or an assistant secretary or the Treasurer or an
assistant treasurer.

         The signatures may be either manual or facsimile signatures. In case
any officer who has signed any certificate ceases to be an officer of the
Corporation before the certificate is issued, the certificate may nevertheless
be issued by the Corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue. Each stock certificate
shall include on its face the name of the Corporation, the name of the
stockholder and the class of stock and number of shares represented by the
certificate. If the Corporation has authority to issue stock of more than one
class, the stock certificate shall contain on its face or back a full statement
or summary of the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the stock of each class which the
Corporation is authorized to issue and if the Corporation is authorized to issue
any preferred or special class in series, the differences in the relative rights
and preferences between the shares of each series to the extent they have been
set, and the authority of the Board of Directors to set the relative rights and
preferences of subsequent series. In lieu of such full statement or summary,
there may be set forth upon the face or back of the certificate a statement that
the Corporation will furnish to any stockholder upon request and without charge,
a full statement of such information. Such request may be made to the Secretary
or to the Corporation's transfer agent. Every stock certificate representing
shares of stock which are restricted as to transferability by the Corporation
shall contain a full statement of the restriction or state that the Corporation
will furnish information about the restriction to the stockholder on request and
without charge. A stock certificate may not be issued until the stock
represented by it is fully paid, except in the case of stock purchased under a
plan, agreement or transaction as permitted by law and with such statement on
future payments as required by law.

         SECTION 2. Lost Certificates. The Board of Directors may order a new
certificate or certificates of stock to be issued in place of any certificates
shown to have been lost or destroyed under such terms and conditions as to it
may seem reasonable. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition

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precedent to the issuance thereof, require the owner of such stolen, lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond, with sufficient surety to the Corporation to indemnify it against any loss
or claim which may arise by reason of the issuance of a new certificate.

         SECTION 3. Transfer Agents and Registrars. At such time as the
Corporation lists its securities on a national securities exchange or the Nasdaq
National Market, or such earlier time as the Board of Directors may elect, the
Board of Directors shall appoint one or more banks or trust companies in such
city or cities as the Board of Directors may deem advisable, from time to time,
to act as transfer agents and/or registrars of the shares of stock of the
Corporation; and, upon such appointments being made, no certificate representing
shares shall be valid until countersigned by one of such transfer agents and
registered by one of such registrars.

         SECTION 4. Transfer of Stock. No transfers of shares of stock of the
Corporation shall be made if (i) void ab initio pursuant to the Charter, or (ii)
the Board of Directors, pursuant to the Charter, shall have refused to transfer
such shares; provided, however, that nothing contained in these Bylaws shall
impair the settlement of transactions entered into on the facilities of the New
York Stock Exchange or any other national securities exchange or automated
inter-dealer quotation system. Permitted transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon the
instruction of the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and upon surrender of the certificate
or certificates, if issued, for such shares properly endorsed or accompanied by
a duly executed stock transfer power and the payment of all taxes thereon. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, as to any transfers not
prohibited by the Charter or by action of the Board of Directors thereunder, it
shall be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.

         SECTION 5. Fixing of Record Dates. The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
rights, or in order to make a determination of stockholders for any other proper
purpose. Such date, in any case, may not be prior to the close of business on
the day the record date is fixed nor, subject to Section 4 of Article I, more
than ninety (90) days, or in case of a meeting of stockholders, less than ten
(10) days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken.

         SECTION 6. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments, if any, a person registered on its books as

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<PAGE>

the owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law or the Charter.

         SECTION 7. Regulations; Book-Entry System. The Board of Directors may
make such additional rules and regulations, not inconsistent with the Bylaws or
the Charter, as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the Corporation.

         Further, the Corporation may participate in one or more systems under
which certificates for shares of stock are replaced by electronic book-entry
pursuant to such rules, terms and conditions as the Board of Directors may
approve and subject to applicable law, notwithstanding any provisions to the
contrary set forth in this Article.

                                    ARTICLE V
                                      SEAL
         The Board of Directors may provide a suitable seal for the Corporation,
which may be either facsimile or any other form of seal and shall remain in the
custody of the Secretary. If the Board of Directors so provides, it shall be
affixed to all certificates of the Corporation's stock and to other instruments
requiring a seal. If the Corporation is required to place its corporate seal to
a document, it is sufficient to meet the requirement of any law, rule, or
regulation relating to a corporate seal to place the word "(seal)" adjacent to
the signature of the person authorized to sign the document on behalf of the
Corporation.

                                   ARTICLE VI

                                   SIGNATURES

         SECTION 1. Checks, Drafts, Etc. All checks, drafts and orders for the
payment of money, notes and other evidences of indebtedness, issued in the name
of the Corporation, shall, unless otherwise provided by resolution of the Board
of Directors, be signed by the President, a Vice President or an Assistant Vice
President and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary.

         SECTION 2. Stock Transfer. All endorsements, assignments, stock powers
or other instruments of transfer of securities standing in the name of the
Corporation shall be executed for and in the name of the Corporation by the
President or Vice President or by such officer as the Board of Directors may
designate.

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<PAGE>
                                   ARTICLE VII

                                   FISCAL YEAR

                  The fiscal year of the Corporation shall be the twelve
calendar months period ending December 31 in each year, unless otherwise
provided by the Board of Directors.

                                  SECTION VIII

                                 INDEMNIFICATION

         SECTION 1. Procedure. Any indemnification, or payment of expenses in
advance of the final disposition of any proceeding, shall be made promptly, and
in any event within 60 days, upon the written request of the director or officer
entitled to seek indemnification (the "Indemnified Party"). The right to
indemnification and advances hereunder shall be enforceable by the Indemnified
Party in any court of competent jurisdiction, if (i) the Corporation denies such
request, in whole or in part, or (ii) no disposition thereof is made within 60
days. The Indemnified Party's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification, in whole or in
part, in any such action shall also be reimbursed by the Corporation. It shall
be a defense to any action for advance for expenses that (a) a determination has
been made that the facts then known to those making the determination would
preclude indemnification or (b) the Corporation has not received either (i) an
undertaking as required by law to repay such advances in the event it shall
ultimately be determined that the standard of conduct has not been met or (ii) a
written affirmation by the Indemnified Party of such Indemnified Party's good
faith belief that the standard of conduct necessary for indemnification by the
Corporation has been met.

         SECTION 2. Exclusivity, Etc. The indemnification and advance of
expenses provided by the Charter and these Bylaws shall not be deemed exclusive
of any other rights to which a person seeking indemnification or advance of
expenses may be entitled under any law (common or statutory), or any agreement,
vote of stockholders or disinterested directors or other provision that is
consistent with law, both as to action in his or her official capacity and as to
action in another capacity while holding office or while employed by or acting
as agent for the Corporation, shall continue in respect of all events occurring
while a person was a director or officer after such person has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of such person. All rights to indemnification and
advance of expenses under the Charter of the Corporation and hereunder shall be
deemed to be a contract between the Corporation and each director or officer of
the Corporation who serves or served in such capacity at any time while this
Bylaw is in effect. Nothing herein shall prevent the amendment of this Bylaw,
provided that no such amendment shall diminish the rights of any person
hereunder with respect to events occurring or claims made before its adoption or
as to claims made after its adoption in respect of events occurring before its
adoption. Any repeal or modification of this Bylaw shall not in any way diminish
any rights to indemnification or advance of expenses of such director or officer
or the obligations of the Corporation arising hereunder with respect to events
occurring, or claims made, while this Bylaw or any provision hereof is in force.

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<PAGE>

The Corporation shall not be liable for any payment under this Bylaw in
connection with a claim made by a director or officer to the extent such
director or officer has otherwise actually received payment under insurance
policy, agreement, vote or otherwise, of the amounts otherwise indemnifiable
hereunder.

         SECTION 3. Severability; Definitions. The invalidity or
unenforceability of any provision of this Article VIII shall not affect the
validity or enforceability of any other provision hereof. The phrase "this
Bylaw" in this Article VIII means this Article VIII in its entirety.

                                   SECTION IX

                                SUNDRY PROVISIONS

         SECTION 1. Books and Records. The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of the Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction. The original or a certified copy of the Bylaws shall
be kept at the principal office of the Corporation.

         SECTION 2. Voting Upon Shares in Other Corporations. Stock of other
corporations or associations, registered in the name of the Corporation, may be
voted by the President, a Vice President, or a proxy appointed by either of
them. The Board of Directors, however, may by resolution appoint some other
person to vote such shares, in which case such person shall be entitled to vote
such shares upon the production of a certified copy of such resolution.

         SECTION 3. Exemption from Control Share Acquisition Statute. The
provisions of Sections 3-701 to 3-709 of the Corporations and Associations
Article of the Annotated Code of Maryland shall not apply to any share of
capital stock of the Corporation now or hereafter outstanding. Such shares of
capital stock are exempted from such Sections to the fullest extent permitted by
Maryland law.

         SECTION 4. Annual Statement of Affairs. The President or chief
accounting officer shall prepare annually a full and correct statement of the
affairs of the Corporation, to include a balance sheet and a financial statement
of operations for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within 20 days after
the meeting, placed on file at the Corporation's principal office.

         SECTION 5. Mail. Except as herein expressly  provided,  any notice or
other document which is required by these Bylaws to be mailed shall be deposited
in the United States mails, postage prepaid.

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<PAGE>

         SECTION 6. Reliance. Each director, officer, employee and agent of the
Corporation shall, in the performance of his or her duties with respect to the
Corporation, be fully justified and protected with regard to any act or failure
to act in reliance in good faith upon the books of account or other records of
the Corporation, upon the opinion of counsel or upon reports made to the
Corporation by any of its officers or employees or by the adviser, accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel or expert may
also be a director.

         SECTION 7. Certain Rights of Directors, Officers, Employees and Agents.
The directors shall have no responsibility to devote their full time to the
affairs of the Corporation. Any director or officer, employee or agent of the
Corporation, in his or her personal capacity or in a capacity as an affiliate,
employee or agent of any other person, or otherwise, may have business interests
and engage in business activities similar to or in addition to those of or
relating to the Corporation.

         SECTION 8. Loss of Deposits. No director shall be liable for any loss
which may occur by reason of the failure of any bank, trust company, savings and
loan association or other institution with whom moneys or stock of the
Corporation have been deposited.

                                    SECTION X

                                   AMENDMENTS

         These Bylaws may be amended or replaced, or new Bylaws may be adopted,
either (1) by the vote of the stockholders entitled to cast at least a majority
of the votes which all stockholders are entitled to cast thereon at any duly
organized annual or special meeting of stockholders, or (2), with respect to
those matters which are not by statute reserved exclusively to the stockholders,
by vote of a majority of the Board of Directors of the Corporation, in office at
any regular or special meeting of the Board of Directors. It shall not be
necessary to set forth such proposed amendment, repeal or new Bylaws, or a
summary thereof, in any notice of such meeting, whether annual, regular or
special.



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