Exhibit 10.14

                        NBR REAL ESTATE INVESTMENT TRUST

                                     BYLAWS
                             Dated February 5, 2002

                                    ARTICLE I

                                     OFFICES

     Section 1. PRINCIPAL  OFFICE.  The principal  executive office of the Trust
shall be located at 2227 Capricorn Way, Santa Rosa,  California or at such place
as the Board of Trustees may designate from time to time.

     Section 2. ADDITIONAL  OFFICES.  The Trust may have  additional  offices at
such  places as the Board of  Trustees  may from time to time  determine  or the
business of the Trust may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section  1.  PLACE.  All  meetings  of  shareholders  shall  be held at the
principal  executive  office of the Trust or at such other place as shall be set
by the Board of Trustees and stated in the notice of the meeting.

     Section 2. ANNUAL MEETING.  An annual meeting of the  shareholders  for the
election of Trustees and the  transaction  of any business  within the powers of
the Trust shall be held during the month of  September  of each year,  or during
such other month as the Trustees may designate, after the delivery of the annual
report, at a convenient location and on proper notice, on a date and at the time
set by the  Trustees,  beginning  with the year 2002.  Failure to hold an annual
meeting does not invalidate the Trust's  existence or affect any otherwise valid
acts of the Trust.

     Section 3. SPECIAL MEETINGS.  The chairman of the board,  president,  chief
executive  officer  or  Board  of  Trustees  may call  special  meetings  of the
shareholders.  Special  meetings  of  shareholders  shall  also be called by the
secretary  of the  Trust  upon the  written  request  of the  holders  of shares
entitled to cast not less than a majority  of all the votes  entitled to be cast
at such  meeting.  Such request  shall state the purpose of such meeting and the
matters proposed to be acted on at such meeting. The secretary shall inform such
shareholders of the reasonably estimated cost of preparing and mailing notice of
the meeting and, upon payment to the Trust by such  shareholders  of such costs,
the secretary  shall give notice to each  shareholder  entitled to notice of the
meeting.  A special  meeting  need not be called to consider any matter


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which  is  substantially  the same as a matter  voted on at any  meeting  of the
shareholders held during the preceding twelve months.

     Section 4.  NOTICE.  Not less than ten (10) nor more than  ninety (90) days
before  each  meeting  of  shareholders,   the  secretary  shall  give  to  each
shareholder  entitled  to vote  at such  meeting,  and to each  shareholder  not
entitled to vote who is  entitled  to notice of the  meeting  written or printed
notice  stating the time and place of the meeting  and, in the case of a special
meeting or as otherwise  may be required by any  statute,  the purpose for which
the meeting is called,  either by mail or by presenting  it to such  shareholder
personally  or by leaving it at the  shareholder's  residence  or usual place of
business or by any other means permitted by Maryland law. If mailed, such notice
shall be deemed to be given when  deposited in the United States mail  addressed
to the  shareholder's  address as it appears on the  records of the Trust,  with
postage thereon prepaid.

     Section 5. SCOPE OF NOTICE.  Any business of the Trust may be transacted at
an annual meeting of shareholders  without being specifically  designated in the
notice,  except such business as is required by any statute to be stated in such
notice.  No business  shall be transacted at a special  meeting of  shareholders
except as specifically designated in the notice.

     Section 6. ORGANIZATION AND CONDUCT. Every meeting of shareholders shall be
conducted by an individual  appointed by the Board of Trustees to be chairman of
the meeting or, in the absence of such appointment, by the chairman of the board
or, in the case of a vacancy in the office or  absence  of the  chairman  of the
board,  by one of the  following  officers  present  at the  meeting:  the  vice
chairman of the board,  if there be one, the president,  the vice  presidents in
their  order of rank and  seniority,  or, in the  absence  of such  officers,  a
chairman chosen by the  shareholders by the vote of a majority of the votes cast
by  shareholders  present  in  person  or by proxy.  The  secretary,  or, in the
secretary's  absence,  an  assistant  secretary,  or in the  absence of both the
secretary and assistant secretaries, a person appointed by the Board of Trustees
or, in the absence of such  appointment,  a person  appointed by the chairman of
the meeting shall act as secretary.  In the event that the secretary presides at
a meeting of the shareholders,  an assistant  secretary shall record the minutes
of the meeting.  The order of business and all other matters of procedure at any
meeting of shareholders shall be determined by the chairman of the meeting.  The
chairman of the meeting may prescribe such rules, regulations and procedures and
take such action as, in the discretion of such chairman, are appropriate for the
proper conduct of the meeting,  including,  without limitation,  (a) restricting
admission  to the time set for the  commencement  of the  meeting;  (b) limiting
attendance  at the meeting to  shareholders  of record of the Trust,  their duly
authorized  proxies or other such  persons as the  chairman  of the  meeting may
determine;   (c)  limiting  participation  at  the  meeting  on  any  matter  to
shareholders of record of the Trust entitled to vote on such matter,  their duly
authorized  proxies or other such  persons as the  chairman  of the  meeting may
determine;   (d)  limiting  the  time  allotted  to  questions  or  comments  by
participants;  (e) maintaining  order and security at the meeting;  (f) removing
any  shareholder  or any  other  person  who  refuses  to  comply  with  meeting
procedures, rules or guidelines as set forth by the chairman of the meeting; and
(g)

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recessing or adjourning the meeting to a later date and time and place announced
at the  meeting.  Unless  otherwise  determined  by the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with the
rules of parliamentary procedure.

     Section 7. QUORUM.  At any meeting of shareholders,  the presence in person
or by  proxy  of  shareholders  entitled  to cast a  majority  of all the  votes
entitled to be cast at such meeting shall constitute a quorum;  but this section
shall not affect any  requirement  under any statute or the Declaration of Trust
of the  Trust  for the vote  necessary  for the  adoption  of any  measure.  If,
however,  such quorum  shall not be present at any meeting of the  shareholders,
the  chairman  of the  meeting  or the  shareholders  entitled  to  vote at such
meeting,  present in person or by proxy,  shall  have the power to  adjourn  the
meeting  from time to time to a date not more than 120 days  after the  original
record date without  notice  other than  announcement  at the  meeting.  At such
adjourned  meeting  at which a quorum  shall be  present,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

     The shareholders present,  either in person or by proxy, at a meeting which
has been duly called and  convened,  may  continue to  transact  business  until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

     Section  8.  VOTING.  A  plurality  of all the votes  cast at a meeting  of
shareholders duly called and at which a quorum is present shall be sufficient to
elect a trustee.  Each share may be voted for as many  individuals  as there are
Trustees to be elected and for whose election the share is entitled to be voted.
A majority  of the votes cast at a meeting of  shareholders  duly  called and at
which a quorum is present  shall be sufficient to approve any other matter which
may properly  come before the meeting,  unless more than a majority of the votes
cast is required by statute or by the Declaration of Trust of the Trust.  Unless
otherwise  provided  in the  Declaration  of Trust,  each  outstanding  share of
beneficial  interest shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.

     Section 9. PROXIES. A shareholder may cast the votes entitled to be cast by
the shares of beneficial  interest owned of record by the  shareholder in person
or by proxy executed by the shareholder or by the shareholder's  duly authorized
agent in any manner permitted by law. Such proxy or evidence of authorization of
such proxy shall be filed with the  secretary of the Trust before or at the time
of the meeting.  No proxy shall be valid more than eleven months after its date,
unless otherwise provided in the proxy.

     Section  10.  VOTING OF SHARES BY  CERTAIN  HOLDERS.  Shares of  beneficial
interest  of the Trust  registered  in the name of a  corporation,  partnership,
trust or other entity, if entitled to be voted, may be voted by the president, a
vice president or other authorized officer or representative,  a general partner
or  trustee  thereof,  as the case may be,  or a proxy  appointed  by any of the
foregoing  individuals,  unless some other person who has been appointed to vote
such shares  pursuant to a bylaw or a resolution of the  governing  body of such
corporation  or other  entity or  agreement  of the  partners  of a  partnership
presents a certified copy of such bylaw,  resolution or agreement, in which case
such  person may vote such  shares.  Any  director or

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other such person may vote shares of  beneficial  interest  registered in his or
her name in his or her respective capacity, either in person or by proxy.

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

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

     Section 11. INSPECTORS.  The Board of Trustees,  in advance of any meeting,
may,  but need not,  appoint one or more  individual  inspectors  or one or more
entities that  designate  individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the Board of Trustees in advance of
the meeting or at the meeting by the chairman of the meeting. The inspectors, if
any, shall  determine the number of shares  outstanding  and the voting power of
each, the shares represented at the meeting, the validity and effect of proxies,
and shall receive votes, ballots or consents,  hear and determine all challenges
and questions  arising in connection with the right to vote,  count and tabulate
all votes,  ballots or  consents,  and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. Each such report shall be in
writing  and signed by him or her or by a majority of them if there is more than
one inspector acting at such meeting.  If there is more than one inspector,  the
report of a majority  shall be the report of the  inspectors.  The report of the
inspector or inspectors on the number of shares  represented  at the meeting and
the results of the voting shall be prima facie evidence thereof.

     Section 12.  REPORTS TO  SHAREHOLDERS.  The  Trustees  shall  submit to the
shareholders  at or before the annual  meeting of  shareholders  a report of the
business  and  operations  of the Trust  during such fiscal  year,  containing a
balance sheet and a statement of income and surplus of the Trust, accompanied by
the  certification of an independent  certified public accountant if required by
law, and such  further  information  as the  Trustees may  determine

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is  required  pursuant to any law or  regulation  to which the Trust is subject.
Within the earlier of 20 days after the annual  meeting of  shareholders  or 120
days after the end of the fiscal year of the Trust, the Trustees shall place the
annual  report  on file at the  principal  office  of the  Trust  and  with  any
governmental  agencies as may be required  by law and as the  Trustees  may deem
appropriate.  Failure to prepare and submit to the shareholders an annual report
does not invalidate the Trust's  existence or affect any otherwise valid acts of
the Trust.

     Section  13.  WRITTEN  CONSENT  BY  SHAREHOLDERS.  Any action  required  or
permitted  to be taken at a  meeting  of  shareholders  may be taken  without  a
meeting  if a consent  in  writing,  setting  forth  such  action,  is signed by
shareholders  entitled  to cast a  sufficient  number  of votes to  approve  the
matter,  as required by statute,  the Declaration of Trust of the Trust or these
Bylaws,  and such  consent  is filed  with the  minutes  of  proceedings  of the
shareholders.

     Section 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva voce unless the presiding  officer shall order or any shareholder  shall
demand that voting be by ballot.

     Section 15. MEETING BY CONFERENCE TELEPHONE. To the extent permitted by the
Board of Trustees or the chairman of the meeting,  shareholders  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 these means  constitutes  presence in
person at a meeting.

     Section  16.  CONTROL  SHARE  ACQUISITION  ACT.  Notwithstanding  any other
provision of the  Declaration  of Trust of the Trust or these  Bylaws,  Title 3,
Subtitle  7 of the  Maryland  General  Corporation  Law  (the  "MGCL")  (or  any
successor statute) shall not apply to any acquisition by any person of shares of
beneficial  interest of the Trust. This section may be repealed,  in whole or in
part, at any time, whether before or after an acquisition of control shares and,
upon such repeal,  may, to the extent provided by any successor bylaw,  apply to
any prior or subsequent control share acquisition.

                                   ARTICLE III

                                    TRUSTEES

     Section 1. GENERAL  POWERS;  QUALIFICATIONS;  TRUSTEES  HOLDING  OVER.  The
business  and affairs of the Trust shall be managed  under the  direction of its
Board of Trustees. A Trustee shall be an individual at least 21 years of age who
is  not  under  legal  disability,  or  any  corporation,  partnership,  limited
liability  company,  trust or other business or commercial  entity  permitted by
law.  In  case  of  failure  to  elect  Trustees  at an  annual  meeting  of the
shareholders,  the Trustees holding over shall continue to direct the management
of the business and affairs of the Trust until their  successors are elected and
qualify.

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     Section 2. NUMBER.  The number of Trustees shall initially be three (3). At
any  regular  meeting  or at any  special  meeting  called for that  purpose,  a
majority of the entire  Board of Trustees may increase or decrease the number of
Trustees.

     Section 3. ANNUAL AND REGULAR  MEETINGS.  An annual meeting of the Board of
Trustees  shall be held  immediately  after and at the same  place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. In the
event such  meeting  is not so held,  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 Trustees.

     Section 4. SPECIAL MEETINGS.  Special meetings of the Board of Trustees may
be called by or at the request of the chairman of the board, the president or by
a majority of the Trustees then in office.  The person or persons  authorized to
call  special  meetings of the Board of Trustees  may fix any place as the place
for  holding any special  meeting of the Board of Trustees  called by them.  The
Board of Trustees may provide, by resolution, the time and place for the holding
of special  meetings of the Board of  Trustees  without  notice  other than such
resolution.

     Section 5. NOTICE.  Notice of any special  meeting of the Board of Trustees
shall be  delivered  personally  or by  telephone,  electronic  mail,  facsimile
transmission,  United  States  mail or  courier  to each  Trustee  at his or her
business  or  residence  address.   Notice  by  personal  delivery,   telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting.  Notice by United States mail shall be given at least three days
prior to the  meeting.  Notice by  courier  shall be given at least two (2) days
prior to the  meeting.  Telephone  notice  shall be deemed to be given  when the
Trustee or his or her agent is personally  given such notice in a telephone call
to which the  Trustee  or his or her agent is a party.  Electronic  mail  notice
shall be deemed to be given upon  transmission  of the message to the electronic
mail address given to the Trust by the Trustee.  Facsimile  transmission  notice
shall be deemed to be given upon  completion of the  transmission of the message
to the number  given to the Trust by the  trustee  and  receipt  of a  completed
answer-back indicating receipt.  Notice by United States mail shall be deemed to
be given when  deposited  in the United  States mail  properly  addressed,  with
postage  thereon  prepaid.  Notice by  courier  shall be deemed to be given when
deposited  with or  delivered  to a  courier  properly  addressed.  Neither  the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting  of  the  Board  of  Trustees  need  be  stated  in the  notice,  unless
specifically required by statute or these Bylaws.

     Section 6. QUORUM. A majority of the Trustees shall constitute a quorum for
transaction of business at any meeting of the Board of Trustees,  provided that,
if less than a majority of such Trustees are present at said meeting, a majority
of the  Trustees  present  may adjourn  the  meeting  from time to time  without
further  notice,  and provided  further that if,  pursuant to the Declaration of
Trust of the Trust or these Bylaws, the vote of a majority of a particular group
of  Trustees is required  for action,  a quorum must also  include a majority of
such group.

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     The Trustees  present at a meeting  which has been duly called and convened
may  continue  to  transact  business  until  adjournment,  notwithstanding  the
withdrawal of enough Trustees to leave less than a quorum.

     Section 7. VOTING.  The action of the majority of the Trustees present at a
meeting  at which a  quorum  is  present  shall be the  action  of the  Board of
Trustees,  unless the  concurrence of a greater  proportion is required for such
action by applicable  statute.  If enough Trustees have withdrawn from a meeting
to leave less than a quorum but the meeting is not adjourned,  the action of the
majority of the Trustees  still  present at such meeting  shall be the action of
the  Board of  Trustees,  unless  the  concurrence  of a greater  proportion  is
required for such action by applicable law or the Declaration of Trust.

     Section 8.  ORGANIZATION.  At each  meeting of the Board of  Trustees,  the
chairman of the board or, in the absence of the  chairman,  the vice chairman of
the board,  if any,  shall act as Chairman.  In the absence of both the chairman
and vice chairman of the board, the chief executive officer or in the absence of
the chief executive officer,  the president or, in the absence of the president,
a trustee chosen by a majority of the Trustees  present,  shall act as Chairman.
The secretary or, in his or her absence, an assistant secretary of the Trust, or
in the  absence  of the  secretary  and  all  assistant  secretaries,  a  person
appointed by the Chairman, shall act as Secretary of the meeting.

     Section 9.  TELEPHONE  MEETINGS.  Trustees 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 these means shall constitute presence in person at
the meeting.

     Section 10. WRITTEN  CONSENT BY TRUSTEES.  Any action required or permitted
to be taken at any  meeting  of the  Board of  Trustees  may be taken  without a
meeting,  if a consent in writing to such  action is signed by each  trustee and
such written  consent is filed with the minutes of  proceedings  of the Board of
Trustees.

     Section 11.  VACANCIES.  If for any reason any or all the Trustees cease to
be Trustees,  such event shall not terminate the Trust or affect these Bylaws or
the powers of the  remaining  Trustees  hereunder.  Any  vacancy on the Board of
Trustees for any cause shall be filled by a majority of the remaining  Trustees,
even if such  majority  is less than a quorum.  Any  individual  so  elected  as
Trustee  shall hold office  until the next annual  meeting of  shareholders  and
until his or her successor is elected and qualifies.

     Section 12. COMPENSATION; FINANCIAL ASSISTANCE.

     (a)  Compensation.  Trustees  shall not receive any stated salary for their
services  as  Trustees  but,  by   resolution  of  the  Trustees,   may  receive
compensation per year and/or per meeting and/or per visit to real property owned
or to be acquired by the Trust and for any service or activity they performed or
engaged in as Trustees.  Trustees may be reimbursed  for

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expenses of attendance,  if any, at each annual,  regular or special  meeting of
the Trustees or of any committee  thereof;  and for their  expenses,  if any, in
connection with each property visit and any other service or activity  performed
or engaged in as Trustees;  but nothing herein  contained  shall be construed to
preclude any Trustees from serving the Trust in any other capacity and receiving
compensation therefor.

     (b)  Financial  Assistance  to  Trustees.  The  Trust  may lend  money  to,
guarantee an  obligation  of or  otherwise  assist a Trustee or a trustee of its
direct or indirect  subsidiary.  The loan,  guarantee or other assistance may be
with or without interest,  unsecured, or secured in any manner that the Board of
Trustees approves, including a pledge of shares.

     Section 13. REMOVAL OF TRUSTEES.  The shareholders may, at any time, remove
any Trustee in the manner provided in the Declaration of Trust.

     Section 14. LOSS OF DEPOSITS. No Trustee shall be liable for any loss which
may occur by reason of the failure of the bank, trust company,  savings and loan
association,  or other  institution  with whom  moneys  or shares of  beneficial
interest have been deposited.

     Section 15.  SURETY  BONDS.  Unless  required  by law, no trustee  shall be
obligated to give any bond or surety or other  security for the  performance  of
any of his or her duties.

     Section 16.  RELIANCE.  Each  trustee,  officer,  employee and agent of the
Trust shall,  in the performance of his or her duties with respect to the Trust,
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 Trust,
upon an  opinion  of  counsel  or upon  reports  made to the Trust by any of its
officers  or  employees  or by the  advisor,  accountants,  appraisers  or other
experts or  consultants  selected  by the Board of  Trustees  or officers of the
Trust, regardless of whether such counsel or expert may also be a trustee.

     Section 17. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS. The
Trustees shall have no  responsibility  to devote their full time to the affairs
of the Trust. Any trustee or officer,  employee or agent of the Trust, 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 or in competition with those of
or relating to the Trust.

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. NUMBER,  TENURE AND  QUALIFICATIONS.  The Board may appoint from
among its members one or more committees (each a "Committee") each consisting of
at least one (1) member.

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     Section 2.  POWERS.  The Board of Trustees  may  delegate to any  Committee
appointed by the Board any of the powers of the Board of Trustees.

     Section 3.  MEETINGS.  In the  absence of any  member of a  Committee,  the
members thereof present at any meeting, whether or not they constitute a quorum,
may appoint another Trustee to act in the place of such absent member. Notice of
Committee  meetings  shall be given in the same  manner  as notice  for  special
meetings of the Board of Trustees.

     A majority of the members of a Committee  shall be present in person at any
meeting of such committee in order to constitute a quorum for the transaction of
business at such meeting, and the act of a majority present shall be the act the
Committee.  The Board of Trustees may designate a chairman of any Committee, and
such  chairman  or, in the  absence  of such  chairman,  any two  members of the
Committee  may fix the time and place of its  meetings  unless  the Board  shall
otherwise  provide.  In the  absence  or  disqualification  of any  member  of a
Committee,  the members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
Trustee  to act at the  meeting  in the  place of such  absent  or  disqualified
members.

     Each Committee  shall keep minutes of its  proceedings and shall report the
same to the Board of Trustees at the next succeeding meeting,  and any action by
the  Committee  shall be  subject to  revision  and  alteration  by the Board of
Trustees, provided that no rights of third persons shall be affected by any such
revision or alteration.

     Section 4. TELEPHONE MEETINGS.  Members of a Committee 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 these means shall  constitute  presence in
person at the meeting.

     Section 5. WRITTEN CONSENT BY COMMITTEES.  Any action required or permitted
to be taken at any meeting of a Committee may be taken  without a meeting,  if a
consent in writing to such action is signed by each member of the  Committee and
such written consent is filed with the minutes of proceedings of the Committee.

     Section  6.  VACANCIES.  Subject  to the  provisions  hereof,  the Board of
Trustees  shall  have the  power  at any  time to  change  the  membership  of a
Committee,  to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve the Committee.


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                                    ARTICLE V

                                    OFFICERS

     Section 1. GENERAL  PROVISIONS.  The officers of the Trust shall  include a
president,  one or more vice  president(s),  a secretary and a treasurer and may
include a chairman of the board, a vice chairman of the board, a chief executive
officer, one or more assistant secretaries and one or more assistant treasurers.
In  addition,  the Board of  Trustees  may from time to time  elect  such  other
officers with such powers and duties as they shall deem  necessary or desirable.
The  officers of the Trust shall be elected  annually by the Board of  Trustees,
except  that the chief  executive  officer  or  president  may from time to time
appoint one or more vice presidents, assistant secretaries, assistant treasurers
or other officers.  Each officer shall hold office until his or her successor is
elected and qualifies or until his or her death,  or his or her  resignation  or
removal in the  manner  hereinafter  provided.  Any two or more  offices  except
president and vice president may be held by the same person.  In its discretion,
the Board of Trustees may leave  unfilled any office.  Election of an officer or
agent  shall not of itself  create  contract  rights  between the Trust and such
officer or agent.

     Section 2. REMOVAL AND  RESIGNATION.  Any officer or agent of the Trust may
be removed,  with or without cause,  by the Board of Trustees if in its judgment
the best interests of the Trust would be served thereby,  but such removal shall
be without  prejudice to the contract rights,  if any, of the person so removed.
Any officer of the Trust may resign at any time by giving  written notice of his
or her  resignation  to the Board of Trustees,  the  chairman of the board,  the
president or the secretary.  Any resignation shall take effect  immediately upon
its receipt or at such later time  specified in the notice of  resignation.  The
acceptance of a resignation  shall not be necessary to make it effective  unless
otherwise stated in the resignation. Such resignation shall be without prejudice
to the contract rights, if any, of the Trust.

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

     Section 4. CHIEF EXECUTIVE  OFFICER.  The Board of Trustees may designate a
chief executive officer. In the absence of such designation, the chairman of the
board shall be the chief  executive  officer of the Trust.  The chief  executive
officer shall have general  responsibility for implementation of the policies of
the Trust, as determined by the Board of Trustees, and for the management of the
business and affairs of the Trust.

     Section 7. CHAIRMAN OF THE BOARD.  The Board of Trustees shall  designate a
chairman of the board. The chairman of the board shall preside over the meetings
of the Board of Trustees and of the  shareholders  at which he shall be present.
The chairman of the board shall  perform such other duties as may be assigned to
him or her by the Board of Trustees.

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<PAGE>

     Section 8. PRESIDENT.  In the absence of a designation of a chief executive
officer by the Board of Trustees,  the  president  shall be the chief  executive
officer.  He or she may  execute  any deed,  mortgage,  bond,  contract or other
instrument,  except in cases  where the  execution  thereof  shall be  expressly
delegated by the Board of Trustees or by these  Bylaws to some other  officer or
agent of the Trust or shall be required by law to be otherwise 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 Trustees from time to time.

     Section 9. VICE PRESIDENTS. In the absence of the president or in the event
of a vacancy in such office,  the vice  president (or in the event there be more
than one vice president, the vice presidents in the order designated at the time
of their  election or, in the absence of any  designation,  then in the order of
their  election)  shall  perform the duties of the  president and when so acting
shall have all the powers of and be  subject  to all the  restrictions  upon the
president;  and  shall  perform  such  other  duties as from time to time may be
assigned to such vice  president  by the  president or by the Board of Trustees.
The Board of Trustees may  designate  one or more vice  presidents  as executive
vice president or as vice president for particular areas of responsibility.

     Section  10.  SECRETARY.  The  secretary  shall (a) keep the minutes of the
proceedings  of the  shareholders,  the Board of Trustees and  committees of the
Board of Trustees in one or more books  provided for that purpose;  (b) see that
all notices are duly given in accordance  with the provisions of these Bylaws or
as required by law; (c) be custodian of the trust records and of the seal of the
Trust; (d) keep a register of the post office address of each shareholder  which
shall be furnished to the secretary by such shareholder; (e) have general charge
of the share transfer books of the Trust;  and (f) in general perform such other
duties  as from  time to time  may be  assigned  to him by the  chief  executive
officer, the president or by the Board of Trustees.

     Section 11.  TREASURER.  The treasurer  shall have the custody of the funds
and  securities  of the Trust  and shall  keep  full and  accurate  accounts  of
receipts and disbursements in books belonging to the Trust and shall deposit all
moneys and other valuable  effects in the name and to the credit of the Trust in
such depositories as may be designated by the Board of Trustees.  In the absence
of a  designation  of a chief  financial  officer by the Board of Trustees,  the
treasurer shall be the chief financial officer of the Trust.

     The  treasurer  shall  disburse the funds of the Trust as may be ordered by
the Board of Trustees, taking proper vouchers for such disbursements,  and shall
render to the  president and Board of Trustees,  at the regular  meetings of the
Board of Trustees  or  whenever it may so require,  an account of all his or her
transactions as treasurer and of the financial condition of the Trust.

     If required by the Board of Trustees,  the treasurer shall give the Trust a
bond in such sum and with such surety or sureties  as shall be  satisfactory  to
the Board of Trustees for the faithful  performance  of the duties of his or her
office  and for  the  restoration  to the  Trust,  in case of his or her  death,
resignation,  retirement or removal from office, of all books, papers, vouchers,

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<PAGE>

moneys and other property of whatever kind in his or her possession or under his
or her control belonging to the Trust.

     Section 12. ASSISTANT SECRETARIES AND ASSISTANT  TREASURERS.  The assistant
secretaries and assistant treasurers,  in general,  shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Board of Trustees.  The assistant treasurers shall, if required
by the Board of  Trustees,  give  bonds for the  faithful  performance  of their
duties in such sums and with such surety or sureties as shall be satisfactory to
the Board of Trustees.

     Section 13. SALARIES.  The salaries and other  compensation of the officers
shall be fixed from time to time by the Board of Trustees  and no officer  shall
be prevented from receiving such salary or other  compensation  by reason of the
fact that he is also a trustee.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

     Section 2. CHECKS AND DRAFTS.  All checks,  drafts or other  orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Trust  shall be signed by such  officer or agent of the Trust in such manner
as shall from time to time be determined by the Board of Trustees.

     Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall be
deposited  from time to time to the  credit of the  Trust in such  banks,  trust
companies or other depositories as the Board of Trustees may designate.

                                   ARTICLE VII

                                     SHARES

     Section  1.  CERTIFICATES.  In the event  that the Trust  issues  shares of
beneficial  interest  evidenced  by  certificates,  each  shareholder  shall  be
entitled to a certificate or certificates  which shall represent and certify the
number of shares of each class of beneficial interests held by him or her in the
Trust.  Each  certificate  shall be signed by the chief executive  officer,  the
president or a vice president and countersigned by the secretary or an assistant
secretary or the treasurer or an assistant  treasurer and may be sealed with the
seal, if any, of the Trust.  The  signatures  may be either manual or facsimile.
Certificates shall be consecutively  numbered. A

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<PAGE>

certificate  is valid and may be issued  whether or not an officer who signed it
is still an officer  when it is issued.  Each  certificate  representing  shares
which are restricted as to their  transferability  or voting  powers,  which are
preferred or limited as to their dividends or as to their  allocable  portion of
the assets upon  liquidation or which are redeemable at the option of the Trust,
shall have a statement of such restriction, limitation, preference or redemption
provision, or a summary thereof,  plainly stated on the certificate.  In lieu of
such statement or summary,  the Trust may set forth upon the face or back of the
certificate  a statement  that the Trust will furnish to any  shareholder,  upon
request and without charge, a full statement of such information.

     Section 2. TRANSFERS. Certificates shall be treated as negotiable and title
thereto  and to the shares  they  represent  shall be  transferred  by  delivery
thereof  to the same  extent  as those of a  Maryland  stock  corporation.  Upon
surrender to the Trust or the transfer agent of the Trust of a share certificate
duly endorsed or  accompanied by proper  evidence of  succession,  assignment or
authority to  transfer,  the Trust shall issue a new  certificate  to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.

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

     Notwithstanding  the foregoing,  transfers of shares of any class of shares
of  beneficial  interest will be subject in all respects to the  Declaration  of
Trust of the Trust and all of the terms and conditions contained therein.

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

     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Trustees  may set,  in advance,  a record  date for the  purpose of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
determining  shareholders  entitled  to receive  payment of any  dividend or the
allotment  of  any  other  rights,  or in  order  to  make  a  determination  of
shareholders for any other proper purpose.  Such date, in any case, shall not be
prior to the close of  business on the day the record date is fixed and shall be
not more than ninety  (90) days and,  in the case of a meeting of  shareholders,
not less than ten (10)

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<PAGE>

days,  before the date on which the meeting or particular  action requiring such
determination of shareholders of record is to be held or taken.

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

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

     When a  determination  of  shareholders  entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment  thereof,  except when the  determination has been made
through the closing of the transfer  books and the stated  period of closing has
expired,  in which  case a new  record  date  shall be  determined  as set forth
herein.

     Section 5.  BENEFICIAL  INTEREST  LEDGER.  The Trust shall  maintain at its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate  beneficial  interest  ledger  containing  the name and
address of each  shareholder and the number of shares of beneficial  interest of
the Trust of each class held by such shareholder.

     Section 6. FRACTIONAL SHARES;  ISSUANCE OF UNITS. The Board of Trustees may
issue fractional  shares or provide for the issuance of scrip, all on such terms
and under such conditions as they may determine.

     Section 7. SHARES WITHOUT CERTIFICATES. The Board of Trustees may authorize
the issuance of some or all of the shares of beneficial interest in the Trust of
any or all of its classes or series without certificates.

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

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

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<PAGE>

                                   ARTICLE IX

                                  DISTRIBUTIONS

     Section 1. AUTHORIZATION. Dividends and other distributions upon the shares
of beneficial  interest of the Trust may be authorized by the Board of Trustees,
subject  to the  provisions  of law and the  Declaration  of Trust of the Trust.
Dividends  and other  distributions  may be paid in cash,  property or shares of
beneficial  interest  of the  Trust,  subject to the  provisions  of law and the
Declaration of Trust.

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

                                    ARTICLE X

                                INVESTMENT POLICY

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

                                   ARTICLE XI

                                      SEAL

     Section 1. SEAL.  The Trustees may  authorize the adoption of a seal by the
Trust. The seal shall have inscribed  thereon the name of the Trust and the year
of its  formation.  The Trustees may authorize one or more  duplicate  seals and
provide for the custody thereof.

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


                                       15
<PAGE>


                                   ARTICLE XII

                     INDEMNIFICATION AND ADVANCE OF EXPENSES

     To the maximum  extent  permitted  by  Maryland  law in effect from time to
time,  the  Trust  shall   indemnify  and,   without   requiring  a  preliminary
determination  of the  ultimate  entitlement  to  indemnification,  shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any  individual  who is a present or former  trustee or officer of the Trust
and who is made a party to the  proceeding  by reason of his or her  service  in
that capacity or (b) any individual who, while a trustee of the Trust and at the
request of the Trust, serves or has served a corporation, real estate investment
trust,  partnership,  joint venture,  trust,  employee benefit plan or any other
enterprise as a director, officer, partner or trustee of such corporation,  real
estate investment trust,  partnership,  joint venture,  trust,  employee benefit
plan or other  enterprise and who is made a party to the proceeding by reason of
his or her service in that  capacity.  The Trust may,  with the  approval of its
Board of Trustees,  provide such  indemnification  and advance for expenses to a
person who served a predecessor of the Trust in any of the capacities  described
in (a) or (b) above and to any  employee or agent of the Trust or a  predecessor
of the Trust.

     Neither  the  amendment  nor repeal of this  Article,  nor the  adoption or
amendment of any other  provision of the Bylaws or  Declaration  of Trust of the
Trust  inconsistent  with this Article,  shall apply to or affect in any respect
the applicability of the preceding  paragraph with respect to any act or failure
to act which occurred prior to such amendment, repeal or adoption.

     Any  indemnification  or payment or reimbursement of the expenses permitted
by these Bylaws shall be furnished in accordance  with the  procedures  provided
for indemnification or payment or reimbursement of expenses, as the case may be,
under  Section  2-418 of the MGCL for  directors of Maryland  corporations.  The
Trust may provide to Trustees,  officers and shareholders such other and further
indemnification or payment or reimbursement of expenses,  as the case may be, to
the fullest  extent  permitted by the MGCL, as in effect from time to time,  for
directors of Maryland corporations.

                                  ARTICLE XIII

                                WAIVER OF NOTICE

     Whenever any notice is required to be given pursuant to the  Declaration of
Trust of the Trust or these  Bylaws or  pursuant  to  applicable  law,  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such  notice.  Neither the  business to be  transacted  at nor the
purpose  of any  meeting  need be set  forth in the  waiver  of  notice,  unless
specifically  required by statute.  The  attendance of any person at any meeting
shall  constitute a waiver of notice of such  meeting,  except where such person
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                                       16
<PAGE>

                                   ARTICLE XIV

                               AMENDMENT OF BYLAWS

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

                                   ARTICLE XV

                                  MISCELLANEOUS

     All  references to the  Declaration  of Trust shall include any  amendments
thereto.



















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