BYLAWS

                                       OF

                      MAXUS REALTY TRUST, INC., AS AMENDED




<PAGE>





                                      INDEX

                                                                       Page


ARTICLE  I

                  THE TRUST: DEFINITIONS.......................................2
                  1.1      Name................................................2
                  1.2      Places of Business..................................2
                  1.3      Nature of Trust.....................................2
                  1.4      Definitions.........................................2

ARTICLE  II

                  TRUSTEES.....................................................6
                  2.1      Number of Trustees..................................6
                  2.2      Election and Term of Office.........................6
                  2.3      Vacancies...........................................6
                  2.4      Place of Meeting....................................6
                  2.5      Organization Meetings...............................6
                  2.6      Regular Meetings....................................7
                  2.7      Special Meetings....................................7
                  2.8      Quorum..............................................7
                  2.9      Executive Committee.................................7
                  2.10     Audit Committee.....................................7
                  2.11     Other Committees....................................8
                  2.12     Action by Written Consent...........................8
                  2.13     Fees and Compensation...............................8
                  2.14     Independent Trustees................................9
                  2.15     Removal of Trustee by Board of Trustees.............9
                  2.16     Removal of Trustees by Shareholders.................9

ARTICLE  III

                  TRUSTEES' POWERS.............................................9
                  3.1      Power and Authority of Trustees.....................9
                  3.2      Trustees' Regulations..............................14
                  3.3      Limit on Trustees' Obligations.....................14
                  3.4      Independent Trustees...............................14



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ARTICLE  IV

                  OFFICERS....................................................15
                  4.1      Officers...........................................15
                  4.2      Election and Term of Office........................15
                  4.3      Subordinate Officers...............................16
                  4.4      Compensation.......................................16
                  4.5      Chairman of the Board..............................16
                  4.6      President..........................................16
                  4.7      Executive or Senior Vice Presidents................16
                  4.8      Vice Presidents....................................16
                  4.9      Secretary..........................................16
                  4.10     Assistant Secretaries..............................17
                  4.11     Treasurer..........................................17
                  4.12     Assistant Treasurer................................17

ARTICLE  V

                  ADVISOR; LIMITATION ON OPERATING EXPENSES...................17
                  5.1      Employment of Advisor..............................17
                  5.2      Qualification of Advisor...........................18
                  5.3      Contract with Advisor..............................18
                  5.4      Other Activities of the Advisor....................18
                  5.5      Limitation on Total operating Expenses of the
                           Trust..............................................19

ARTICLE  VI

                  INVESTMENT POLICY...........................................20
                  6.1      General Statement of Policy........................20
                  6.2      Restrictions.......................................21
                  6.3      Appraisals.........................................23

ARTICLE  VII

                  MEETINGS OF SHAREHOLDERS....................................23
                  7.1      Place of Meetings..................................23
                  7.2      Annual Meetings....................................23
                  7.3      Special Meetings...................................23
                  7.4      Closing of Transfer Books and Fixing of Record
                           Dates..............................................24
                  7.5      Quorum.............................................25
                  7.6      Voting of Shares...................................25
                  7.7      Action by Written Consent..........................25
                  7.8      Proxies............................................25


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<PAGE>




ARTICLE  VIII

                  SHARES OF STOCK.............................................26
                  8.1      Certificates.......................................26
                  8.2      Transfer Agent, Dividend Disbursing Agent, Dividend
                           Reinvestment Plan and Registrar....................26
                  8.3      Transfer Agents and Registrars; Facsimile
                           Signatures.........................................26
                  8.4      Lost Certificates..................................27
                  8.5      Transfer of Shares.................................27
                  8.6      Registered Shareholders............................27
                  8.7      Shareholder's Disclosure; Call of Shares; Right to
                           Refuse to Transfer Shares or Warrants..............27
                  8.8      Limitation on Acquisition and Ownership of
                           Shares and Warrants................................29
                  8.9      Dividends or Distributions to Shareholders.........30

ARTICLE  IX

                  LIABILITY OF TRUSTEES, SHAREHOLDERS AND OFFICERS
                  AND OTHER MATTERS...........................................30
                  9.1      Exculpation of Trustees, Officers and Others.......30
                  9.2      Indemnification of Trustees, Officers, Employees
                           and Agents.........................................30
                  9.3      Right of Trustees, officers and Others to own  Shares
                           or Other Property and to Engage in Other Business..31
                  9.4      Transactions Between the Trust, the Trustees, the
                           Advisor, and Certain Affiliates....................31
                  9.5      Persons Dealing with Trustees or Officers..........33
                  9.6      Reliance...........................................33
                  9.7      Income Tax Status..................................33

ARTICLE  X

                  MISCELLANEOUS...............................................34
                  10.1     Reports to Shareholders............................34
                  10.2     Notices............................................34
                  10.3     Inspection of Bylaws...............................34
                  10.4     Inspection of Corporate Records....................35
                  10.5     Checks.............................................35
                  10.6     Fiscal Year........................................35
                  10.7     Seal...............................................35
                  10.8     Power of Shareholders in Event of Merger or Sale of
                           Assets.............................................35


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<PAGE>



                  10.9     Conflicting Provisions.............................35

ARTICLE  XI

                  AMENDMENTS..................................................36



                                       iv

<PAGE>



                                     BYLAWS
                                       OF
                      MAXUS REALTY TRUST, INC., AS AMENDED

                                    ARTICLE I
                             THE TRUST: DEFINITIONS

         1.1 Name. The name of the corporation is "Maxus Realty Trust, Inc."
Maxus  Realty  Trust,  Inc.  is  referred  to herein as the  "Trust".  As far as
practicable  and except as otherwise  provided in the Articles of  Incorporation
and these  Bylaws,  the Trustees  (as defined in Section  1.4(x)  hereof)  shall
manage the business,  conduct the affairs of the Trust and execute all documents
in the name of Maxus Realty Trust, Inc.

         1.2 Places of Business.  The registered office of the Trust in Missouri
shall be located at 7701 Forsyth Boulevard, St. Louis, Missouri 63105 or at such
other  address  within the State of Missouri  as the Board of Trustees  may from
time to time authorize by duly adopted  resolution.  The Trust may maintain such
other  offices  or places of  business  both  within  and  without  the State of
Missouri as the Trustees  may from time to time  determine or as the business of
the Trust may require.

         1.3 Nature of Trust.  The Trust is a  corporation  organized  under the
laws of the State of Missouri.  It is intended that the Trust shall qualify as a
"real estate investment trust" under the REIT Provisions of the Internal Revenue
Code during such period as the  Trustees  shall deem it  advisable so to qualify
the Trust.

         1.4  Definitions.  As used in these Bylaws,  the following  terms shall
have the following meanings unless the context otherwise requires:

                  (a)  Administrator.  "Administrator"  shall  mean the official
         or agency administering the securities laws of a jurisdiction.

                  (b) Advisor.  "Advisor" shall mean any Person  responsible for
         directing or performing the day-to-day  business  affairs of the Trust,
         including any Person to whom an Advisor subcontracts  substantially all
         of such functions.

                  (c)  Affiliate.   "Affiliate"  of  a  specified   Person  (the
         "Specified   Person")  shall  mean  any  Person  (i)  who  directly  or
         indirectly controls,  is controlled by, or is under common control with
         the Specified Person; (ii) who owns or controls ten


                                       1

<PAGE>



         percent  (10%) or more of the  Specified  Person's  outstanding  voting
         securities;  (iii) in whom such  Specified  Person owns or controls ten
         percent (10%) or more of the outstanding voting securities; (iv) who is
         a  director,  partner,  executive  officer or trustee of the  Specified
         Person;  or (v) in whom the  Specified  Person is a director,  partner,
         executive officer or trustee.

                  (d)  Annual  meeting  of  Shareholders.   "Annual  Meeting  of
         Shareholders" shall mean the meeting referred to in Section 7.2 hereof.

                  (e)      Annual Report.  "Annual Report" shall mean the report
         referred to in section 10.1 hereof.

                  (f) Appraisal.  "Appraisal"  shall mean a determination of the
         fair market value, as of the date of the Appraisal, of real property in
         its existing state or in a state to be created,  such  determination to
         be made by a qualified  independent real estate  appraiser  selected by
         the Independent Trustees.

                  (g) Articles of  Incorporation.  "Articles  of  Incorporation"
         shall mean the original  Articles of Incorporation of the Trust and all
         amendments thereto.

                  (h) Average Invested Assets. "Average Invested Assets" for any
         period  shall  mean the  average  of the  aggregate  book  value (on an
         historical cost basis) of the assets of the Trust invested, directly or
         indirectly,  in equity  interests in and loans  secured by real estate,
         before reserves for depreciation or bad debts or other similar non-cash
         reserves,  computed  by taking the average of such values at the end of
         each month during such period.

                  (i) Board of Trustees.  "Board of Trustees"  shall mean, as of
         any  particular  time,  the  members of the Board of  Directors  of the
         Trust.

                  (j)  Bylaws.   "Bylaws"   shall  mean  these  Bylaws  and  all
         amendments,  restatements or modifications thereof. References in these
         Bylaws to "herein",  "hereof" and "hereunder"  shall be deemed to refer
         to these By laws and  shall  not be  limited  to the  particular  text,
         article or section in which such words appear.

                  (k) Independent  Trustee(s).  " Independent  Trustee(s)" shall
         mean  the  Trustee(s)  of the  Trust  who  are not  Affiliates,  either
         directly or indirectly,  of the Advisor or of any business entity which
         is an Affiliate of the Advisor. An indirect  relationship shall include
         circumstances in which a member of the immediate family of a Trustee is
         an Affiliate of the Advisor or the Trust.  The "immediate  family" of a
         Trustee  shall  include  only  such  Trustee's  parents,  grandparents,
         brothers and sisters, spouse, children and grandchildren.



                                       2

<PAGE>



                  (l) Internal Revenue Code.  "Internal Revenue code" shall mean
         the Internal Revenue Code of 1954, as amended.

                  (m) Net  Assets.  "Net  Assets"  shall  mean the Total  Assets
         (other than  intangibles)  at cost,  before  deducting  depreciation or
         other non-cash reserves,  less total  liabilities,  calculated at least
         quarterly on a basis consistently applied.

                  (n) Net Income.  "Net  Income" for any period shall mean total
         revenues  applicable  to such period,  less the expenses  applicable to
         such period other than  additions to reserves for  depreciation  or bad
         debts or other similar non-cash reserves.

                  (o) Person.  "Person" shall mean any individual,  corporation,
         partnership, trust or other entity.

                  (p) REIT. "REIT" shall mean a real estate investment trust, as
         defined in the Internal Revenue Code.

                  (q)  REIT  Provisions  of the  Internal  Revenue  Code.  "REIT
         Provisions  of  the  Internal  Revenue  Code"  shall  mean  Part  II of
         Subchapter M of Chapter 1 of Subtitle A of the Internal  Revenue  Code,
         as now enacted or hereafter  amended,  or successor  statutes,  and any
         regulations and rulings promulgated thereunder.

                  (r)  Securities.  "Securities"  shall mean any Shares,  stock,
         shares,   voting  trust   certificates,   bonds,   limited  partnership
         interests,  debentures,  notes,  or other  evidences of indebtedness or
         ownership  or,  in  general,   any   instruments   commonly   known  as
         "securities" or any certificates of interest,  shares or participations
         in temporary or interim  certificates for, receipts for, guarantees of,
         or warrants,  options or rights to subscribe to purchase or acquire any
         of the foregoing.

                  (s) Shares.  "Shares" shall mean the shares of common stock of
         the Trust, as described in Article VIII hereof.

                  (t)  Shareholders.   "Shareholders"  shall  mean,  as  of  any
         particular  time, the holders of record of  outstanding  Shares at such
         time.

                  (u) Total Assets.  "Total  Assets" shall mean the total assets
         of the Trust as shown on its balance sheet, without deducting therefrom
         any  liabilities  of the Trust and without  deducting  depreciation  or
         other non-cash reserves.



                                       3

<PAGE>



                  (v) Total operating  Expenses of the Trust.  "Total  Operating
         Expenses  of the Trust" for any period  shall mean all  expenses of the
         Trust  regarded as  operating  expenses in  accordance  with  generally
         accepted  accounting  principles,  including  expenses paid directly or
         indirectly by the Trust to the Advisor,  Affiliates of the Advisor,  or
         by  third  parties  based  upon  their  relationship  with  the  Trust,
         including loan administration,  servicing, engineering,  inspection and
         all other operating expenses paid by the Trust, exclusive of

                           (i)      the cost of money borrowed by the Trust;

                           (ii)  taxes on income  and taxes and  assessments  on
                  real property and all other taxes applicable to the Trust;

                           (iii)  legal,  auditing,  accounting,   underwriting,
                  brokerage, private placement,  listing, registration and other
                  fees and  printing,  engraving  and other  expenses  and taxes
                  incurred in connection with the  organization of the Trust and
                  the issuance, distribution, transfer, registration and listing
                  of the Trust's securities,  including  compensation and direct
                  expenses of partners,  officers  and  employees of the Advisor
                  and its Affiliates  while directly  engaged in such activities
                  on behalf of the Trust;

                           (iv)   expenses    connected    directly   with   the
                  acquisition,  financing, refinancing,  disposition, operation,
                  maintenance and management of Trust assets,  including but not
                  limited to fees  payable to the Advisor or its  Affiliates  in
                  connection  with  the  acquisition  and  disposition  of Trust
                  assets (including  Incentive  Compensation,  as defined in the
                  Advisory  Agreement  between  the  Trust and  Nooney  Advisors
                  Ltd.),  expenses  connected with the  maintenance,  repair and
                  improvement  of  Trust  property,  property  management  fees,
                  leasing  commissions,  legal and accounting fees, premiums for
                  insurance on property owned by the Trust, taxes, brokerage and
                  sales  commissions,  title  insurance  and abstract  expenses,
                  provisions for depreciation,  depletion and amortization,  and
                  losses on the  disposition  of assets and  provisions for such
                  losses;

                           (v) expenses connected with communications to holders
                  of Securities of the Trust and other  bookkeeping and clerical
                  work necessary in  maintaining  relations with holders of such
                  Securities, including legal expenses; the cost of printing and
                  mailing   certificates  for  Securities,   proxy  solicitation
                  materials  and reports to holders of the  Trust's  Securities;
                  and   transfer   agents',   warrant   agents'   and   dividend
                  reinvestment plan agents' fees and expenses; and



                                       4

<PAGE>



                           (vi)   expenses   related   to   the    organization,
                  modification, reorganization or liquidation of the Trust.

                  (w)      Trust.  "Trust" shall mean Nooney Realty Trust, Inc.

                  (x)  Trustees.  "Trustees"  shall mean,  as of any  particular
         time, the directors of the Trust holding office at such time.

                  (y)  Trust  Estate.  "Trust  Estate"  shall  mean,  as of  any
         particular  time,  any and all property,  real,  personal or otherwise,
         tangible or intangible,  which is owned or held by the Trust, including
         but not limited to property which is  transferred,  conveyed or paid to
         the Trust and all rents, income, profits and gains therefrom.

                                   ARTICLE II

                                    TRUSTEES

         2.1  Number  of  Trustees.  Unless  and  until  changed  by action of a
majority of the entire Board of Trustees,  the number of Trustees to  constitute
the Board of  Trustees  shall be nine (9),  and,  subject to the  provisions  of
Section  2.14,  at  least a  majority  of the  Trustees  shall  at all  times be
Independent  Trustees.  Any  change  in the  number of  members  of the Board of
Trustees  shall be reported to the Secretary of State of Missouri  within thirty
(30) calendar days of such change.  No reduction in the number of Trustees shall
affect the term of office of any incumbent Trustee.

         2.2 Election and Term of Office.  The Trustees,  other than the initial
Board of Trustees,  shall be elected at the Annual Meeting of Shareholders,  and
each  Trustee  shall  serve  until  the  next   succeeding   Annual  Meeting  of
Shareholders and until his successor shall have been elected and qualified.  The
initial  Board of Trustees  shall hold office until the first Annual  Meeting of
Shareholders.

         2.3 Vacancies.  Vacancies on the Board of Trustees, including vacancies
created by an increase in the number of Trustees, may be filled by the vote of a
majority of the Trustees then in office,  although  less than a quorum,  or by a
sole remaining  Trustee;  provided,  however,  that  replacements  for vacancies
amongst  the  Independent   Trustees'   positions  shall  be  nominated  by  the
Independent  Trustees  pursuant to Section 2.14 hereof so long as there  remains
one  Independent  Trustee in office.  Each Trustee so elected  shall hold office
until the next election of Trustees by the Shareholders.

         2.4 Place of Meeting. The Trustees may hold their meetings and keep the
books of the Trust at the registered  office of the Trust or at such other place
as they may from time to time determine and as may be permitted by law. Trustees
may participate in


                                       5

<PAGE>



a meeting of the Board of Trustees or in a meeting of any  committee  designated
by  the  Board  of  Trustees  by  means  of  conference   telephone  or  similar
communications  equipment  whereby all Persons  participating in the meeting can
hear each other, and  participation in a meeting in this manner shall constitute
presence in person at the meeting.

         2.5 Organization  Meetings. The first organization meeting of the Board
of Trustees shall be held as soon as convenient  after the  organization  of the
Trust  at the call of a  majority  of the  Trustees.  Thereafter,  the  Board of
Trustees shall hold a regular meeting for the purpose of organization,  election
of officers and the  transaction  of other business  immediately  following each
Annual Meeting of Shareholders.  Notice of such meetings,  with the exception of
the initial organization meeting, is hereby dispensed with.

         2.6 Regular Meetings.  Regular meetings of the Board of Trustees may be
held  without  notice  at such  time and  place as  shall  from  time to time be
determined by the Board of Trustees.

         2.7 Special Meetings. Special meetings of the Board of Trustees for any
purpose or purposes may be called by any Trustee or, upon the written request of
any Trustee,  by the president or secretary of the Trust.  Written notice of the
time and place of special meetings shall be delivered personally to the Trustees
or sent to each  Trustee  by mail or by  other  form of  written  communication,
charges  prepaid,  addressed  to the  Trustee at such  address as appears on the
records of the Trust.  In case such notice is mailed,  it shall be  deposited in
the United States mail in the place in which the registered  office of the Trust
is located at least four (4) days prior to the time of the special  meeting.  In
case  such  notice  is  delivered  personally  or  telegraphed,  it  shall be so
delivered or deposited  with the  telegraph  company at least  forty-eight  (48)
hours prior to the time of the meeting.

         2.8 Quorum.  At all meetings of the Board of Trustees a majority of the
entire  Board of Trustees  shall be necessary  and  sufficient  to  constitute a
quorum for the transaction of business and the act of a majority of the Trustees
present at any meeting at which there is a quorum  shall be the act of the Board
of Trustees, except as may be otherwise specifically provided by statute, by the
Articles of Incorporation  or by these Bylaws.  If a quorum shall not be present
at any  meeting of  Trustees,  the  Trustees  present  thereat  may  adjourn the
meeting,  from time to time,  without  notice  other than  announce  ment at the
meeting, until a quorum shall be present.

         2.9 Executive Committee.  The Board of Trustees,  by resolution adopted
by a majority of the entire Board of Trustees,  may designate  three (3) or more
Trustees to constitute an Executive Committee;  provided,  however, that subject
to the  provisions  of Section  2.14,  at least a majority of the members of the
Executive  Committee shall at all times be Independent  Trustees.  The Executive
Committee  shall  have  and may  exercise,  between  meetings  of the  Board  of
Trustees, all of the authority of the Board of Trustees in the management of the
Trust. Vacancies in the membership of the Executive Committee


                                       6

<PAGE>



shall be filled by the Board of Trustees  at any  regular or special  meeting of
the Board of Trustees. The Executive Committee shall keep regular minutes of its
proceedings  and  report  the same to the  Board  of  Trustees  when  requested.
Notwithstanding  the foregoing,  the designation of an Executive Committee shall
not  operate  to relieve  the Board of  Trustees  or any  member  thereof of any
responsibility  imposed upon it or him by statute,  the REIT  Provisions  of the
Internal Revenue Code, the Articles of Incorporation or these Bylaws.

         2.10 Audit Committee. The Board of Trustees, by resolution adopted by a
majority  of the  entire  Board of  Trustees,  may  designate  three (3) or more
Independent  Trustees to constitute  the Audit  Committee.  The Audit  Committee
shall  recommend to the Board of Trustees the accounting  firm to be selected by
the Board of  Trustees  as  independent  auditor of the Trust,  and shall act on
behalf of the Board of Trustees in meeting and  reviewing  with the  independent
auditors and the appropriate  Trust officers matters relating to Trust financial
reporting  and  accounting  procedures  and  policies,  the  adequacy  of  Trust
financial,  accounting  and operating  controls and the scope of the  respective
audits of the independent  auditors and the internal auditor,  if any. The Audit
Committee shall additionally submit to the Board of Trustees any recommendations
it may have from time to time with  respect  to Trust  financial  reporting  and
accounting  practices  and policies and  financial,  accounting,  and  operation
controls and safeguards,  and shall have such other duties as shall be specified
by resolution of the Board of Trustees. Vacancies in the membership of the Audit
Committee  shall be filled by the Board of  Trustees  at any  regular or special
meeting of the Board of Trustees. Notwithstanding the foregoing, the designation
of an Audit  Committee shall not operate to relieve the Board of Trustees or any
member thereof of any responsibility imposed upon it or him by statute, the REIT
Provisions of the Internal  Revenue Code, the Articles of Incorporation or these
Bylaws.

         2.11 Other Committees.  The Board of Trustees, by resolution adopted by
a majority of the entire  Board,  may  designate  three (3) or more  Trustees to
constitute  such  other  committees  of the  Board of  Trustees  as the Board of
Trustees by resolution may establish;  provided,  however,  that, subject to the
provisions  of Section  2.14,  at least a majority  of the  members of each such
committee shall at all times be Independent  Trustees.  Each such committee,  to
the extent provided in the resolutions  establishing  the committee,  shall have
and exercise all of the authority of the Board of Trustees in the  management of
the Trust.  Vacancies in the membership of any such committee shall be filled by
the  Board of  Trustees  at any  regular  or  special  meeting  of the  Board of
Trustees.  Notwithstanding the foregoing, the designation of any such committees
and the delegation  thereto of authority  shall not operate to relieve the Board
of Trustees or any member thereof, of any responsibility  imposed upon it or him
by statute,  the REIT  Provisions of the Internal  Revenue Code, the Articles of
Incorporation or these Bylaws.



                                       7

<PAGE>



         2.12 Action by Written  Consent.  Any action which is required to be or
may be taken at a meeting of the  Trustees or of any  committee  of the Trustees
may be taken without a meeting if consents in writing,  setting forth the action
so taken,  are signed by all of the  members of the Board of  Trustees or of the
committee, as the case may be.

         2.13 Fees and  Compensation.  The Trustees shall be entitled to receive
expenses of attendance, if any, for attendance at meetings of the Board and such
reasonable  compensation  for their services as Trustees as the Trustees may fix
or determine from time to time by resolution of the Board of Trustees; provided,
however,  that the Trustees of the Trust who are Affiliates of the Advisor or of
business  entities  which  are  Affiliates  of the  Advisor  shall  not  receive
Compensation  from the Trust for their  services as  Trustees of the Trust.  The
Trustees shall also be entitled to receive, directly or indirectly, compensation
for  services  rendered to the Trust in any other  capacity  including,  without
limitation,  services  as an officer of the Trust,  legal,  accounting  or other
professional   services,  or  services  as  a  transfer  agent,  warrant  agent,
underwriter  or broker;  provided,  however,  that Trustees of the Trust who are
directors,  partners,  officers,  employees  and  agents  of the  Advisor  or of
Affiliates of the Advisor shall receive no compensation from the Trust for their
services as officers of the Trust,  except while  directly  engaged on behalf of
the Trust in activities  connected  with the  organization  of the Trust and the
issuance,  distribution,  transfer,  registration  and  listing  of the  Trust's
Securities.

         2.14 Independent  Trustees. A majority of the Trustees of the Trust and
a  majority  of the  members  of any  Trust  committee  shall  at all  times  be
Independent Trustees;  provided,  however, that in the event that an Independent
Trustee shall cease to be a Trustee, whether by reason of resignation,  removal,
death,  incapacity or otherwise,  the Board of Trustees  shall have a reasonable
period of time to fill the vacancy created by the departure of such  Independent
Trustee with another Independent Trustee. Replacements for vacancies amongst the
Independent  Trustees' positions shall be nominated by the Independent  Trustees
so long as there remains one Independent Trustee in office.

         2.15  Removal of  Trustee  by Board of  Trustees.  Any  Trustee  may be
removed for cause by action of a majority of the entire Board of Trustees if the
Trustee  to be  removed,  at the  time  of  removal,  shall  fail  to  meet  the
qualifications  stated in the  Articles  of  Incorporation  or these  Bylaws for
election  as a  Trustee  or shall be in  breach of any  agreement  between  such
Trustee  and the Trust  relating  to such  Trustee's  services  as a Trustee  or
employee  of the Trust.  Notice of any  proposed  removal  shall be given to all
Trustees prior to action thereon.

         2.16 Removal of Trustees by Shareholders.  The entire Board of Trustees
may be removed, with or without cause, by a vote of the holders of a majority of
the  outstanding  Shares  then  entitled to vote at an election of Trustees at a
meeting of Shareholders  called for the express purpose of removing Trustees and
held at the  registered  office  of the  Trust or in the  county  in  which  the
registered office is located. If less than the entire Board is to be


                                       8

<PAGE>



removed at such a meeting,  no one of the  Trustees  may be removed if the votes
cast against his removal would be  sufficient to elect him if then  cumulatively
voted at an election of the entire Board of Trustees.


                                   ARTICLE III

                                TRUSTEES' POWERS

         3.1 Power and  Authority of Trustees.  The property and business of the
Trust shall be controlled and managed by the Board of Trustees.  Notwithstanding
the designation "Trustees", the Trustees will have no different or greater level
of fiduciary duty and responsibility  than do directors of any Missouri business
corporation.  All powers of the Trust may be exercised by or under  authority of
the Board of Trustees, except as conferred on or reserved to the Shareholders by
statute, by the Articles of Incorporation or by these Bylaws.  Without prejudice
to such general powers but subject to the same  limitations,  and in addition to
any other powers conferred on the Trustees by law, the Articles of Incorporation
and these Bylaws,  it is hereby expressly  declared that the Trustees shall have
the following powers and authorities  which may be exercised by them at any time
and from time to time, in their sole judgment and discretion, and in such manner
and upon such terms and conditions as they may from time to time deem proper:

                  (a) To retain,  invest and reinvest the capital or other funds
         of  the  Trust  in  and to  purchase  or  otherwise  acquire  for  such
         consideration  as the Trustees deem proper and to hold for  investment,
         all on behalf of the Trust,  real and  personal  property  of any kind,
         tangible or intangible,  in entirety or in  participation,  all without
         regard  to  whether  any such  property  is  authorized  by law for the
         investment of Trust funds.

                  (b) To sell, rent, lease, hire, exchange,  release, partition,
         negotiate,  convey, transfer or otherwise dispose of any of the Trust's
         properties  and assets in the ordinary  course of its business  without
         Shareholder approval.

                  (c) To authorize  the issue of Shares or other  Securities  of
         the Trust, which may be secured or unsecured and may be subordinated to
         any indebtedness of the Trust and may be convertible  into Shares,  and
         to grant  warrants,  options or other rights to acquire  Shares to such
         Persons  at such  times  and on such  terms  as the  Trustees  may deem
         advisable,  and to list any of the foregoing Shares,  other Securities,
         warrants,  options  or rights  issued  by the  Trust on any  securities
         exchange or to include them in the National  Association  of Securities
         Dealers,  Inc.  Automated  Quotations System or other  over-the-counter
         market,  and to purchase or otherwise acquire,  hold, cancel,  reissue,
         sell and transfer any of such Shares,


                                       9

<PAGE>



         other Securities, warrants, options or rights;  provided, however, that
         the Trustees shall not

                           (i)      Issue any non-voting or assessable Security;

                           (ii)  Issue equity Securities of more than one class;

                           (iii) issue any  redeemable  equity  Security,  which
                  shall mean any security,  other than short-term  paper,  under
                  the terms of which the holder,  upon its  presentation  to the
                  issuer or to a Person  designated  by the issuer,  is entitled
                  (whether  absolutely  or  only  out  of  surplus)  to  receive
                  approximately his proportionate  share of the issuer's current
                  Net Assets, or the cash equivalent thereof;

                           (iv) Issue debt Securities unless the historical debt
                  service  coverage in the most recently  completed fiscal year,
                  as  adjusted  for known  changes,  is  sufficient  to properly
                  service such debt;

                           (v) Other than in connection  with the initial public
                  offering,  issue options or warrants to purchase its Shares at
                  exercise prices less than the fair market value of such Shares
                  on the date of grant and for consideration  (which may include
                  services) that, in the judgment of the  Independent  Trustees,
                  has a market  value  less  than the value of such  options  or
                  warrants on the date of grant;

                           (vi) Other than in connection with the initial public
                  offering,  issue options or warrants or similar evidences of a
                  right to acquire its  Securities  unless  issued (A) to all of
                  its  Security  holders  ratably,  (B) as a part of a financing
                  arrangement,  or  (C) as  part  of a  stock  option  plan  for
                  Trustees, officers and employees of the Trust;

                           (vii)  Issue  options or  warrants  to  purchase  its
                  Shares  that are  exercisable  more than  five (5) years  from
                  their date of issuance; or

                           (viii)  Issue  options or warrants  to  purchase  its
                  Shares upon such terms and in such amounts that the  aggregate
                  number of Shares  issuable  at any time upon  exercise  of the
                  outstanding  options and warrants would exceed an amount equal
                  to ten percent (10%) of the outstanding Shares of the Trust on
                  the date of the grant of any of the options or warrants.

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


                                       10

<PAGE>




                  (e) To borrow money and incur indebtedness for the purposes of
         the Trust and to cause to be executed and  delivered  therefor,  in the
         Trust  name,  promissory  notes,  bonds,  debentures,  deeds of  trust,
         mortgages,  pledges,  hypothecations  or  other  evidences  of debt and
         Securities  therefor;  to  guarantee,  indemnify  or act as surety with
         respect to payment or performance  of obligations of third parties;  to
         enter into  other  obligations  on behalf of the Trust;  and to assign,
         convey,  transfer,  mortgage,   subordinate,   pledge,  grant  security
         interests in, encumber or hypothecate the Trust Estate to secure any of
         the foregoing; provided, however, that:

                           (i) the aggregate  borrowings  of the Trust,  secured
                  and  unsecured,  shall be  reasonable  in  relation to the Net
                  Assets of the Trust and shall be reviewed  by the  Trustees at
                  least quarterly;

                           (ii) [Intentionally omitted]; and

                           (iii) [Intentionally omitted].

                  (f) To create reserve funds for any purpose.

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

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

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


                                       11

<PAGE>




                  (j)  To   enter   into   and   participate   in  any  plan  of
         reorganization,  consolidation,  merger,  combination, or other similar
         plan,  to enter into any contract or agreement in  connection  with any
         such  plan  and to do all  things  necessary  and  proper  or that  the
         Trustees deem advisable in carrying out any such plan.

                  (k)  To  enter  into  joint   ventures,   general  or  limited
         partnerships  and any other lawful  combinations or  associations  with
         independent  third  parties or with the Advisor or its  Affiliates or a
         combination  thereof,  provided the Trust or an Affiliate or both taken
         together  have a  controlling  interest  in any such  combination;  and
         provided  further that the terms and  conditions of any joint  venture,
         combination  or  association  entered  into  with  the  Advisor  or its
         Affiliates have been unanimously approved by the Trustees.

                  (l)   To   select   and   remove   all    officers,    agents,
         representatives, employees and independent contractors of the Trust, to
         prescribe  such  powers and duties for them as may not be  inconsistent
         with law, the Articles of  Incorporation  and these Bylaws,  and to fix
         their compensation; provided, however, that no Affiliate of the Advisor
         may be  selected  as an  officer,  agent,  representative,  employee or
         independent  contractor  of the Trust  except  with the  approval  of a
         majority of the Independent Trustees.

                  (m) To  determine  from  time to time the  value of all or any
         part of the Trust Estate and of any services,  Securities,  property or
         other  consideration  to be furnished to or acquired by the Trust,  and
         from time to time to  revalue  all or any part of the  Trust  Estate in
         accordance with such  Appraisals or other  information as the Trustees,
         in their sole judgment, may deem necessary.

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

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

                  (p) To purchase and pay for out of the Trust Estate  insurance
         contracts  and policies  insuring the Trust Estate  against any and all
         risks and insuring the


                                       12

<PAGE>



         Trust,   the   Trustees,    the   Shareholders,    officers,    agents,
         representatives, employees and independent contractors of the Trust, or
         any or all of them, against any and all claims and liabilities of every
         nature  asserted by any Person  arising by reason of any action alleged
         to have been  taken or  omitted  by the Trust or by any such  Person as
         Trustee,  shareholder,  officer,  agent,  representative,  employee  or
         independent  contractor,  whether or not the Trust would have the power
         to indemnify such Person against such liability.

                  (q) To from time to time change the fiscal year of the Trust.

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

                  (s)  To  appoint,  employ  or  contract  with  an  independent
         contractor  to serve  as the  manager  of the  property  of the  Trust;
         provided,  however,  that  any  determination  to  appoint,  employ  or
         contract  with such an  independent  contractor  shall be valid only if
         made or ratified  with the  approval  of a majority of the  Independent
         Trustees.

                  (t) Generally to exercise all of the powers and to perform all
         of the acts and duties that from time to time may be  permitted  by law
         appertaining to their office.

         3.2  Trustees'  Regulations.  The  Trustees may make,  adopt,  amend or
repeal regulations  containing provisions relating to the business of the Trust,
the conduct of its affairs, its policies on investment and borrowing, its rights
or powers and the rights or powers of its  Shareholders,  Trustees or  officers,
which  regulations  shall be  consistent  with law, the REIT  Provisions  of the
Internal Revenue Code, the Articles of Incorporation and these Bylaws.

         3.3 Limit on Trustees' Obligations.  The Trustees, in their capacity as
Trustees,  shall not be required to devote their entire time to the business and
affairs of the Trust.

         3.4 Independent Trustees.  Notwithstanding any other provision of these
Bylaws,  the  Independent  Trustees,  in addition to their other duties,  to the
extent that they may legally do so, shall:

                  (a) Monitor the relationship of the Trust with the Advisor. In
         this regard,  the  Independent  Trustees as a group, in addition to all
         Trustees as a group,  will have a fiduciary duty to the Shareholders to
         supervise  the  relationship  of  the  Trust  with  the  Advisor.   The
         Independent Trustees will monitor the Advisor's


                                       13

<PAGE>



         performance  of its contract and will  determine at least annually that
         the Advisor's  compensation is reasonable in relation to the nature and
         quality of services performed. Each such determination will be based on
         (i) the amount of the Advisor's  compensation  in relation to the size,
         composition  and  profitability  of the  Trust's  portfolio,  (ii)  the
         investment  opportunities generated by the Advisor, (iii) advisory fees
         paid by other real estate investment trusts and by investors other than
         real estate investment trusts to advisors  performing  services similar
         to those performed by the Advisor,  (iv) other compensation paid to the
         Advisor  and its  Affiliates  by the Trust or by  others  with whom the
         Trust does business,  including underwriting and brokerage commissions,
         (v) the  quality  and extent of service  and  advice  furnished  by the
         Advisor, (vi) the performance of the investment portfolio of the Trust,
         (vii) the quality of the investment  portfolio of the Trust in relation
         to the  investments  generated by the Advisor for its own account,  and
         (viii) all other factors such Independent Trustees may deem relevant.

                  (b) Review the Trust's  investment  policies at least annually
         to determine  that such  policies  remain in the best  interests of the
         Shareholders.

                  (c) Take reasonable  steps to ensure that the Annual Report is
         sent to  Shareholders  pursuant  to  Section  10.1 and that the  Annual
         Meeting is conducted pursuant to Article VII hereof.

                  (d)  Determine  at  least  annually  that the  total  fees and
         expenses of the Trust are  reasonable  in light of its Net Assets,  Net
         Income,  investment  experience,  and the  fees and  expenses  of other
         comparable  advisors in real estate.  In this regard,  the  Independent
         Trustees  will have the  fiduciary  responsibility  for limiting  Total
         Operating  Expenses of the Trust to the greater of two percent  (2%) of
         the Trust's Average Invested Assets or twenty-five percent (25%) of its
         Net Income in any fiscal year unless such  Independent  Trustees make a
         finding that a higher  level of expenses is justified  based on unusual
         or non-recurring factors which they deem sufficient.

                  (e)      [Intentionally omitted].

                  (f) In cases in which an Appraisal of Trust property is deemed
         necessary or appropriate,  select a qualified  independent  real estate
         appraiser to prepare the Appraisal.

                  (g) Determine the adequacy of any non-cash consideration given
         upon the exercise of any options or warrants.

         The vote or consent of a majority of the independent Trustees qualified
to act and present at any meeting of the Trustees or committee at which a quorum
of Trustees or


                                       14

<PAGE>



committee  members is present will constitute the action of a majority of all of
the Independent  Trustees.  All required  determinations  and the bases therefor
will be reflected in the minutes of the Trustees' meetings.

                                   ARTICLE IV

                                    OFFICERS

         4.1  Officers.  The  officers  of the Trust  shall be a chairman of the
board,  a president  and a  secretary  and, to the extent  deemed  necessary  or
appropriate by the Trustees,  one or more  executive or senior vice  presidents,
one or more vice presidents,  a treasurer, and one or more assistant secretaries
and  assistant  treasurers.  Any two (2) or more offices may be held by the same
person.

         4.2  Election  and Term of Office.  The  officers of the Trust,  except
those officers appointed in accordance with the provisions of Section 4.3, shall
be chosen by the  Board of  Trustees  at its first  meeting  after  each  Annual
Meeting of Shareholders. The officers of the Trust shall hold office until their
successors  are  chosen and  qualify  in their  stead.  Any  officer  elected or
appointed by the Board of Trustees may be removed at any time by the affirmative
vote of a majority of the entire Board of Trustees. If the office of any officer
becomes  vacant  for any  reason,  the  vacancy  shall be filled by the Board of
Trustees. The appointment as an officer of any Person who is an Affiliate of the
Advisor  shall be valid only if made or ratified with the approval of a majority
of the Independent Trustees.

         4.3 Subordinate Officers.  The Board of Trustees may appoint such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined from time to time by the Board of Trustees.

         4.4 Compensation.  The salaries of all officers and agents of the Trust
shall be fixed by the Board of Trustees.

         4.5 Chairman of the Board. The chairman of the board shall be the chief
executive officer of the Trust and shall have general supervision, direction and
control of the business of the Trust. He shall have general powers and duties of
management,  shall see that all orders and  resolutions of the Board of Trustees
are carried into effect,  shall execute  bonds,  mortgages  and other  contracts
requiring a seal under the seal of the Trust,  except where  permitted by law to
be otherwise  signed and  executed  and except  where the signing and  execution
thereof  shall be  expressly  delegated  by the Board of  Trustees to some other
officer or agent of the Trust, shall preside at all meetings of the Shareholders
and  Trustees at which he is present and shall  perform such other duties as the
Board of Trustees may prescribe.


                                       15

<PAGE>




         4.6  President.  In the absence or  disability  of the  chairman of the
board,  the  president  shall  perform the duties and exercise the powers of the
chairman of the board.  In addition,  the president shall have such other powers
and duties as the Board of Trustees may prescribe.

         4.7 Executive or Senior Vice  Presidents.  The executive or senior vice
presidents,  if any, in the order of their  seniority  shall,  in the absence or
disability of the  president,  perform the duties and exercise the powers of the
president,  and shall  perform  such other  duties as the Board of Trustees  may
prescribe.

         4.8 Vice Presidents. The vice presidents, if any, in the order of their
seniority shall, in the absence or disability of the president and any executive
vice  presidents,  perform the duties and exercise the powers of the  president,
and shall perform such other duties as the Board of Trustees may prescribe.

         4.9  Secretary.  The  secretary  shall  keep or cause to be kept at the
registered  office of the Trust or such other place as the Board of Trustees may
order a record of all meetings of the Shareholders and the Board of Trustees and
record  all votes and the  minutes of all  proceedings  in a book to be kept for
that purpose. He shall give, or cause to be given, notice of all meetings of the
Shareholders  and special  meetings of the Board of Trustees,  and shall perform
such other duties as may be prescribed by the Board of Trustees, the chairman of
the board or the president,  under whose  supervision he shall be. He shall keep
in safe  custody  the seal of the  corporation  and shall  affix the same to any
instrument requiring it.

                  The Secretary shall keep or cause to be kept at the registered
office  of the  Trust or at the  office of the  Trust's  transfer  agent a Share
register or a duplicate  Share register in which shall be recorded the number of
Shares  subscribed,  the names of the owners of the Shares, the number of Shares
owned by each  Shareholder,  the  amount of Shares  paid,  and by whom,  and the
transfer of such Shares with the date of transfer.

         4.10 Assistant Secretaries. The assistant secretaries, if any, in order
of their seniority shall, in the absence or disability of the secretary, perform
the duties and exercise the powers of the secretary and shall perform such other
duties as the Board of Trustees may prescribe.

         4.11  Treasurer.  The treasurer,  if any, shall have the custody of the
Trust's  funds and  Securities,  shall keep and maintain or cause to be kept and
maintained   full  and  accurate   accounts  of  the   properties  and  business
transactions  of the Trust 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.  The treasurer
shall disburse the funds of the Trust as may be ordered by the


                                       16

<PAGE>



Board of Trustees,  taking  proper  vouchers for such  disbursements,  and shall
render to the president and  Trustees,  at the regular  meetings of the Board of
Trustees or whenever they may require it, an account of all his  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 office and for the restoration to the
Trust, in case of his death, resignation,  retirement or removal from office, of
all books,  papers,  vouchers,  money and other property of whatever kind in his
possession or under his control belonging to the Trust. The Treasurer shall have
such other powers and shall  perform such other duties as may be  prescribed  by
the Board of Trustees.

         4.12  Assistant  Treasurer.  The assistant  treasurers,  if any, in the
order of their  seniority  shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the  treasurer  and shall  perform
such other duties as the Board of Trustees may prescribe.

                                   ARTICLE V

                    ADVISOR; LIMITATION ON OPERATING EXPENSES

         5.1   Employment   of  Advisor.   Anything   herein  to  the   contrary
notwithstanding, the Trustees shall have continuing exclusive authority over the
management of the Trust and shall be responsible for the general policies of the
Trust and for  generally  supervising  the business of the Trust as conducted by
all officers, agents, employees,  advisors,  managers or independent contractors
of the Trust to ensure that such  business  conforms to the  provisions of these
Bylaws.  However,  the Trustees shall not be required  personally to conduct all
the business of the Trust, and consistent with their ultimate  responsibility as
stated above,  the Trustees shall have the power to appoint,  employ or contract
with  any  Person  or  Persons  (including  one or  more  of  themselves  or any
corporation,  partnership,  or  trust  in  which  one or  more  of  them  may be
directors,  officers,  stockholders,  partners or  trustees) as the Trustees may
deem necessary or proper for the  transaction of the business of the Trust.  The
Trustees  may therefor  employ or contract  with an Advisor and the Trustees may
grant or delegate  such  authority  to the Advisor as the  Trustees may in their
sole  discretion  deem  necessary  or  desirable;  provided,  however,  that any
determination  to employ or contract with an Advisor which is a Trustee or which
is an  Affiliate of a Trustee  shall be valid only if made or ratified  with the
approval of a majority of the Independent Trustees.

                  The Trustees  (subject to the  provisions  of Sections 5.3 and
5.5) shall have the power to determine the employment  terms and compensation of
the  Advisor  or any other  Person  whom  they may  employ or with whom they may
contract.  The Trustees may exercise broad discretion in allowing the Advisor to
administer  and regulate the  operations  of the Trust,  to act as agent for the
Trust, to execute documents on behalf of the Trust, and


                                       17

<PAGE>



to make  executive  decisions  which  conform to general  policies  and  general
principles previously established by the Trustees.

         5.2  Qualification  of Advisor.  Prior to  entering  into or renewing a
contract with an Advisor,  the Trustees  shall  evaluate the  performance of the
Advisor  and  determine   that  the  proposed   Advisor   possesses   sufficient
qualifications to perform the advisory function for the Trust and to justify the
compensation  to be  paid  to it for  its  services.  The  criteria  used by the
Trustees in evaluating the  performance of the Advisor shall be reflected in the
minutes of the Trustees' meeting at which such evaluation takes place.

         5.3  Contract  with  Advisor.  The  Trustees  shall not enter  into any
contract with an Advisor unless such contract has a term of no more than one (1)
year; provided,  however, that the initial term of any contract with the Advisor
may be for a period  ending  December  31, 1985.  The contract  with the Advisor
shall also provide that it may be terminated  without cause by a majority of the
Trustees, a majority of the Independent  Trustees, or the Advisor, on sixty (60)
days written notice, and that, in the event of its termination, the Advisor will
cooperate with the Trust and take all reasonable  steps  requested to assist the
Trustees in making an orderly transition of the advisory function.

         5.4 Other Activities of the Advisor.  The Advisor shall not be required
to administer the  investment  activities of the Trust as its sole and exclusive
function  and may  have  other  business  interests  and  may  engage  in  other
activities similar or in addition to those relating to the Trust,  including the
rendering of services and advice to other Persons  (including  other real estate
investment   trusts)  and  the  management  of  other   investments   (including
investments  of the Advisor and its  Affiliates).  The  Trustees may request the
Advisor to engage in other activities which complement the Trust's  investments,
and the Advisor may receive  compensation or commissions therefor from the Trust
or other Persons.

         The  Advisor  shall be  required  to use its best  efforts to present a
continuing and suitable investment program to the Trust which is consistent with
the investment policies and objectives of the Trust, but neither the Advisor nor
any Affiliate of the Advisor  (subject to any applicable  provisions of Sections
9.3 and 9.4) shall be obligated to present any particular investment opportunity
to the Trust even if such  opportunity is of a character  which, if presented to
the Trust,  could be taken by the Trust and, subject to the foregoing,  shall be
protected  in  taking  for  its own  account  or  recommending  to  others  such
particular  investment  opportunity.   The  Advisor  or  its  Affiliates,  or  a
combination  thereof, may enter into joint ventures or other lawful combinations
or associations  with the Trust in connection with the acquisition and ownership
of real property investments; provided, however, that in such event the Trust or
an  Affiliate  or both  taken  together  shall at all  times  own a  controlling
interest  in such  joint  venture,  combination  or  association  and  provided,
further, that the terms and conditions of any such joint venture, combination or
association shall be unanimously approved by the Trustees.


                                       18

<PAGE>



         5.5  Limitation  on Total  Operating  Expenses of the Trust.  The Total
Operating  Expenses of the Trust for any fiscal year of the Trust shall,  in the
absence of a satisfactory showing to the contrary,  be deemed to be excessive if
they exceed an amount  equal to the  greater of two percent  (2%) of the Average
Invested Assets of the Trust or twenty-five  percent (25%) of its Net Income for
such year.

         Pursuant to Section 3.4 hereof, the Independent Trustees shall have the
fiduciary  responsibility of limiting the Total Operating  Expenses of the Trust
to amounts that do not exceed these limitations unless such Independent Trustees
shall have made a finding that, based on unusual or non-recurring  factors which
the  Independent  Trustees  deem  sufficient,  a  higher  level of  expenses  is
justified  for such  fiscal  year.  In  addition,  any time the Total  Operating
Expenses of the Trust exceed the  limitations  set out above for any twelve (12)
month  period  ending  at  the  end  of a  fiscal  quarter  of  the  Trust,  the
shareholders  shall receive  written  disclosure of such fact,  together with an
explanation of the factors that the Independent  Trustees considered in arriving
at the conclusion that the excess operating expenses were justified, if such was
the conclusion of the Independent Trustees, within sixty (60) days after the end
of such fiscal quarter.  In the event the Independent  Trustees do not determine
that the excess operating expenses for a fiscal year are justified,  the Advisor
shall reimburse the Trust, at the end of the fiscal year, for the amount of such
excess  expenses for such fiscal year;  provided,  however,  that no such refund
shall be in an amount exceeding the amount of regular  compensation  paid to the
Advisor for such fiscal year and any unrefunded  amounts shall not cumulate from
year to year.  Moreover,  each contract made with an Advisor shall  specifically
provide that, in the event the  Independent  Trustees do not determine  that any
excess  operating  expenses for a fiscal year are  justified,  the Advisor shall
reimburse the Trust at the end of such fiscal year the amount of any such excess
expenses for such fiscal year; provided,  however,  that no such refund shall be
in an amount  exceeding the amount of regular  compensation  paid to the Advisor
for such fiscal year and any unrefunded  amounts shall not cumulate from year to
year.





                                   ARTICLE VI

                                INVESTMENT POLICY

         6.1 General Statement of Policy.  The Trustees intend initially,  or to
the extent funds are not fully invested in real property as described  below, to
invest  the  Trust  Estate  in  investments  such as (a)  short-term  government
Securities,  certificates  of  deposit  and bank  deposits,  (b)  Securities  of
government agencies, (c) bankers' acceptances,  (d) certificates of deposit, (e)
deposits in commercial banks, (f)  participations in pools of mortgages or bonds
and notes (such as Federal Home Loan  Mortgage  Corporation  participation  sale
certificates


                                       19

<PAGE>



("Freddie  Mac  PC's"),   Government  National  Mortgage   Association  modified
pass-through   certificates  ("Ginnie  Mae's")  and  Federal  National  Mortgage
Association  bonds and notes ("Fannie Mae's"),  (g) other short-term  investment
Securities and money market funds, and/or (h) such other investments as shall be
approved by a majority of the Trustees. Otherwise, the Trustees intend to invest
the major  portion of the Trust Estate in  ownership or other  interests in real
property  or in Persons  involved  in owning,  operating,  leasing,  developing,
financing or dealing in real property  (which  investments  shall  ordinarily be
made in connection with properties having  income-producing  capabilities).  The
Trustees may make commitments to make investments  consistent with the foregoing
policies.  The  Trust  may  also  participate  in  the  investments  with  other
investors,  including investors (which,  subject to Section 5.4, may include the
Advisor or its Affiliates)  having  investment  policies similar to those of the
Trust,  on the same or  different  terms,  and the Advisor may act as advisor to
such other investors, including investors who have the same investment policies.

         It is the  intention  of the  Trustees  that  the net  proceeds  of any
offering  of Shares  (less  reserves  and except for interim  investments)  will
initially be invested  primarily in commercial and  industrial  income-producing
real property;  however, the Trust may invest in other types of income-producing
real  properties  which  could  include,  but  are  not  limited  to,  apartment
complexes.  The maximum amount of aggregate  mortgage  indebtedness which may be
incurred by the Trust in connection  with its  properties  may not exceed eighty
percent  (80%) of the value of all of its  properties  on a combined  basis,  as
determined by Appraisals;  provided,  however, that this limitation shall not be
applicable  until the conclusion of the Trust's  initial public  offering of its
Shares. Such indebtedness may be in the form of temporary or permanent financing
from banks, institutional investors and other lenders, which indebtedness may be
secured by mortgages or other  interests in the  properties  owned by the Trust,
including "wrap-around" or other "all-inclusive"  mortgages.  The Trust may also
obtain temporary financing from the Advisor or its Affiliates; provided, however
that the  interest  and  other  financing  charges  or fees  applicable  to such
temporary  financing  may not  exceed  the  amounts  which  would be  charged by
unrelated  lending  institutions on comparable loans for the same purpose in the
same  locality of the  property  and,  provided,  further,  that there can be no
prepayment  charge or penalty in connection with such loans. The Trust shall not
be limited as to the amount or percent of assets  which may be  invested  in any
one property.

         The  Trust may take  purchase  money  obligations  as part  payment  in
connection  with  sales  of  properties  by the  Trust.  When a  purchase  money
obligation  is accepted in lieu of cash upon the sale of a Trust  property,  the
Trust will  continue to have a debt interest in the property and the proceeds of
the sale will be realized over a period of years rather than at closing.

         The Trustees  shall endeavor to invest the Trust's assets in accordance
with the investment policies set forth in this Article VI, but the failure so to
invest its assets shall not affect the validity of any investment made or action
taken by the Trustees.


                                       20

<PAGE>



         The  general  purpose of the Trust is to seek  income  which  qualifies
under the REIT  Provisions of the Internal  Revenue Code. The Trustees,  at such
time as it is in the best interests of the Shareholders to do so, intend to make
investments  in such a manner as to  comply  with the  requirements  of the REIT
Provisions of the Internal  Revenue Code with respect to the  composition of the
Trust's investments and the derivation of its income;  provided,  however,  that
neither  the Advisor  nor any  Trustee,  officer,  employee,  agent,  investment
advisor or  independent  contractor  of the Trust shall be liable for any act or
omission,  intentional or otherwise, resulting in the loss of tax benefits under
the  Internal  Revenue  Code,  except for that arising from his or its own gross
negligence or willful or wanton misconduct;  and, provided further, that for the
period of time during which the  portfolio of equity  investments  is developed,
the Trust's  assets may be invested in  investments  with income  which does not
qualify under the REIT Provisions of the Internal Revenue Code.

         6.2      Restrictions.  The Trust shall not:

                  (a) Invest in any foreign  currency  (except as necessary  for
         the  offer of the  Trust's  Securities  in a foreign  state),  bullion,
         commodities,  or commodities futures contracts,  except as permitted in
         Section 6.1 hereof;

                  (b) Invest in contracts for the sale of real estate, except in
         conjunction with the acquisition or sale of real property;

                  (c)      Engage in any short sale, except in connection with a
         long sale;

                  (d)      [Intentionally omitted];

                  (e) Invest in junior  mortgage  loans,  except as permitted in
         Section 6.1 hereof;

                  (f) Engage in trading as compared with investment  activities,
         or engage in the business of  underwriting  or agency  distribution  of
         Securities issued by others, but this prohibition shall not prevent the
         Trust from selling participations or interests in real property or from
         investing in investments authorized under Section 6.1 hereof;

                  (g)  Hold  property  primarily  for sale to  customers  in the
         ordinary  course  of the  trade  or  business  of the  Trust,  but this
         prohibition shall not be construed to deprive the Trust of the power to
         sell any property which it owns at any time;

                  (h)  Invest in  unimproved  real  property,  which  shall mean
         property which has the following three characteristics:  (i) it was not
         acquired for the purpose of producing rental or other operating income,
         (ii) no development or construction is in


                                       21

<PAGE>



         process thereon, and (iii) no development or construction is planned in
         good  faith to commence thereon within one year;

                  (i)      [Intentionally omitted];

                  (j)  Make   investments   in  the  form  of  joint   ventures,
         partnerships,  or other  entities if the Trust or an  Affiliate or both
         taken together have less than a controlling interest in the entity;

                  (k) Incur aggregate  mortgage  indebtedness in connection with
         its  investment  properties  in excess of eighty  percent  (80%) of the
         value of all of its investment  properties as determined by Appraisals;
         provided,  however,  that this provision shall not be applicable  until
         the conclusion of the Trust's initial public offering of its Shares; or

                  (l) Purchase  insurance from an Affiliate of the Trust or from
         the Advisor or its Affiliates.

         Notwithstanding  provisions to the contrary,  the foregoing limitations
shall not limit the manner in which any  required  investment  by the Advisor or
its  Affiliates in the Trust is made or preclude the Trust from  structuring  an
investment in real property to minimize Shareholder liability and facilitate the
investment policies of the Trust under Article VI hereof.

         6.3 Appraisals.  The  consideration  paid for real property acquired by
the Trust shall ordinarily be based on the fair market value of such property as
determined  by a majority of the  Trustees.  In cases in which a majority of the
Independent Trustees so determine, such fair market value shall be determined by
Appraisal.

                                   ARTICLE VII

                            MEETINGS OF SHAREHOLDERS

         7.1 Place of Meetings.  All meetings of the shareholders  shall be held
at the registered office of the Trust, or at such other place, within or without
the  State of  Missouri,  as the  Trustees  may  specify  in the  notice of such
meeting.

         7.2      Annual Meetings.

                  (a) Time of Holding.  The Annual Meeting of Shareholders shall
         be held on the second Tuesday in May of each year, commencing in May of
         1987, at 10:00 o'clock a.m., provided,  however,  that if such day is a
         legal holiday,  then any such Annual Meeting of  Shareholders  shall be
         held on the next business day following.


                                       22

<PAGE>



         At such Annual  Meeting,  Trustees  shall be elected by the  cumulative
         voting procedures  prescribed by the Missouri statutes,  and such other
         business  shall be  transacted  as may  properly be brought  before the
         Annual Meeting.

                  (b) Notice.  Written or printed  notice of the Annual  Meeting
         shall be given to each  Shareholder of record entitled to vote,  either
         personally   or  by   first-class   mail  or  other  means  of  written
         communication,  charges prepaid,  addressed to such Shareholder at such
         address as appears on the records of the Trust.  Notice shall be deemed
         to have  been  delivered  at the  time  when  delivered  personally  or
         deposited in the mail or sent by other means of written  communication,
         properly  addressed  and with all  charges  thereon  prepaid.  All such
         notices  shall  be  delivered  or given  to each  Shareholder  entitled
         thereto not less than ten (10) nor more than fifty (50) days before the
         date of the Annual  meeting and shall state the place,  day and hour of
         the meeting.

         7.3      Special Meetings.

                  (a) How Called. Special meetings of the Shareholders,  for any
         purpose or purposes,  may be called by the chief  executive  officer or
         president of the Trust,  by a majority of the Trustees or by a majority
         of the  Independent  Trustees and shall be called by any officer of the
         Trust  upon  receipt,  either  in person or by  registered  mail,  from
         Shareholders  holding in the  aggregate not less than ten percent (10%)
         of the  outstanding  Shares of a written  request for a special meeting
         which states the purpose or purposes of the requested  meeting.  Within
         ten  (10)  business  days  after  receipt  of  any  such  request  from
         Shareholders, the officer receiving the request shall cause notice of a
         special  meeting to be given to each  Shareholder of record entitled to
         vote at such  meeting  in  accordance  with the  provisions  of Section
         7.3(b)  hereof.  Any such  special  meeting  called on the  request  of
         Shareholders shall be held on a date not less than twenty (20) nor more
         than sixty (60) days after the receipt of the request and at a time and
         place  convenient  to  the  Shareholders.  Nothing  contained  in  this
         paragraph shall be construed as limiting,  fixing or affecting the time
         when a special  meeting  of  Shareholders  called  other  than upon the
         request of ten percent (10%) of the Shareholders may be held.

                  (b) Notice.  Notices of special meetings shall be given in the
         same manner as for Annual  Meetings.  In addition to stating the place,
         day and hour of a special  meeting,  the  notice  of a special  meeting
         shall state the nature of the business to be  transacted at the meeting
         and that no other business shall be considered at the meeting.

                  (c)  Business  Transacted.  The  business  transacted  at  any
         special  meeting of  Shareholders  shall be  confined  to the  purposes
         stated in the notice of the meeting.



                                       23

<PAGE>



         7.4 Closing of Transfer Books and Fixing of Record Dates.  The Board of
Trustees  shall have power to close the Share  transfer books of the Trust for a
period  not  exceeding  fifty  (50) days  preceding  the date of any  meeting of
Shareholders,  or the date for the payment of any dividend,  or the date for the
allotment  of rights,  or the date when any  change,  conversion  or exchange of
Shares shall go into effect;  provided,  however,  that,  in lieu of closing the
Share  transfer  books as aforesaid,  the Board of Trustees may fix in advance a
date,  not  exceeding  fifty (50) days  preceding the date of any meeting of the
Shareholders,  or the date for the payment of any dividend,  or the date for the
allotment of rights,  or the date when any change or  conversion  or exchange of
Shares  shall go into  effect,  as a record  date for the  determination  of the
Shareholders  entitled  to  notice  of,  and to  vote  at the  meeting,  and any
adjournment thereof, or entitled to receive payment of the dividend, or entitled
to the allotment of rights, or entitled to exercise the rights in respect of the
change, conversion or exchange of Shares. In such case only the Shareholders who
are shareholders of record on the date of closing the Share transfer books or on
the record  date so fixed  shall be  entitled  to notice of, and to vote at, the
meeting and any adjournment  thereof, or to receive payment of the dividend,  or
to receive the allotment of rights,  or to exercise the rights,  as the case may
be,  notwithstanding  any transfer of any Shares on the books of the Trust after
the date of closing  of the Share  transfer  books or the  record  date fixed as
aforesaid.  If the Board of Trustees  shall not have  closed the Share  transfer
books or set a record date for the determination of its Shareholders entitled to
notice of, and to vote at, a meeting of Shareholders,  only the Shareholders who
are  shareholders of record at the close of business on the twentieth (20th) day
preceding  the date of the  meeting  shall be entitled to notice of, and to vote
at, the meeting and any adjournment of the meeting; except that, if prior to the
meeting written waivers of notice of the meeting are signed and delivered to the
Trust by all of the  shareholders of record at the time the meeting is convened,
only the  Shareholders who are Shareholders of record at the time the meeting is
convened shall be entitled to vote at the meeting or at any adjournment thereof.

         7.5  Quorum.  A majority  of the  Shares  issued  and  outstanding  and
entitled  to vote at any  meeting,  represented  in person  or by  proxy,  shall
constitute a quorum at all meetings of the  Shareholders  for the transaction of
business,  except as otherwise provided by statute.  When a quorum is present at
any meeting,  the vote of the holders of a majority of the shares  having voting
power represented in person or by proxy shall decide any question brought before
such meeting, unless the question is one upon which, by express provision of the
statutes,  the Articles of  Incorporation,  or these Bylaws, a different vote is
required,  in which case such  express  provision  shall  govern and control the
decision of such  questions.  If a quorum shall not be present or represented at
any  meeting  of the  Shareholders,  the  Shareholders  entitled  to vote at the
meeting,   present  in  person  or  represented  by  proxy,   shall  have  power
successively  to adjourn the  meeting to a  specified  date not more than ninety
(90) days after such adjournment,  without notice other than announcement at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
scheduled.


                                       24

<PAGE>




         7.6 Voting of Shares.  Except as provided  in this  Section  7.6,  each
outstanding  Share  entitled  to vote under the  provisions  of the  Articles of
Incorporation  shall be entitled to one vote on each matter  submitted to a vote
of the  Shareholders.  Every  Shareholder  entitled to vote at any  election for
Trustees  shall have the right to cumulate his votes and to give one candidate a
number of votes equal to the number of Trustees to be elected  multiplied by the
number of votes to which his Shares are entitled,  or to distribute his votes on
the same principle among as many candidates as he shall think fit.

         7.7 Action by  Written  Consent.  Any action  which may be taken at any
meeting  of the  Shareholders  may be taken  without a meeting  if  consents  in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
Shareholders entitled to vote with respect to the subject matter thereof.

         7.8 Proxies.  Every Person  entitled to vote or execute  consents shall
have the  right to do so either  in  person  or by proxy  appointed  by a proper
instrument  in  writing  executed  by the  Shareholder  or his  duly  authorized
attorney in fact. No proxy shall be valid after eleven (11) months from the date
of its execution,  unless otherwise provided in the proxy. A duly executed proxy
shall be  irrevocable  only if it  states  that it is  irrevocable  and if it is
coupled with an interest  sufficient in law to support an  irrevocable  power of
attorney.




                                  ARTICLE VIII

                                 SHARES OF STOCK

         8.1  Certificates.  The certificates  representing  Shares of the Trust
shall be  numbered  and shall be  entered  in the books of the Trust as they are
issued.  They  shall  exhibit  the name of the  registered  holder and number of
shares  represented  thereby and the par value of each Share and shall be signed
by the  chairman  of the  board  and the  secretary  or by such  other  officers
authorized  so to do by law and shall bear the seal of the Trust or a  facsimile
thereof.  The Persons in whose names  certificates are registered on the records
of the Trust  shall be deemed  the  absolute  owners of the  shares  represented
thereby for all purposes of the Trust;  but nothing  herein  contained  shall be
deemed to preclude the Trustees or officers or their agents or  representatives,
from  inquiring as to ,he actual  ownership of Shares.  Until a transfer is duly
registered  on the records of the Trust,  the Trustees  shall not be affected by
any notice of such transfer, either actual or constructive.  The payment thereof
to the  Person in whose name any shares  are  registered  on the  records of the
Trust or to the duly authorized  agent of such Person (or, if such Shares are so
registered  in the names of more than one Person,  to any one of such Persons or
to the duly authorized agent of any such Person) shall be a sufficient discharge
for all dividends or distributions payable or


                                       25

<PAGE>



deliverable  in respect  of such  Shares  and from all  liability  to see to the
application  thereof. All Shares shall be fully paid and non-assessable by or on
behalf of the Trust upon receipt of the full  consideration  for which they have
been issued.

         8.2 Transfer Agent,  Dividend Disbursing Agent,  Dividend  Reinvestment
Plan Agent and  Registrar.  The  Trustees  shall have the power to employ one or
more transfer agents,  dividend  disbursing agents,  dividend  reinvestment plan
agents and registrars,  including Affiliates of the Advisor; provided,  however,
that any  determination  to  employ  an  Affiliate  of the  Advisor  in any such
capacity shall be valid only if made or ratified with the approval of a majority
of the  Independent  Trustees.  The Trustees may  authorize  any such Persons on
behalf  of the  Trust  to keep  records,  to hold,  disburse  and  reinvest  any
dividends and distributions,  and to have and perform in respect of all original
issues and  transfers of Shares,  dividends  and  distributions  and reports and
communications  to  Shareholders  such  powers  and duties  customarily  had and
performed by transfer agents,  dividend disbursing agents, dividend reinvestment
plan agents and registrars as may be conferred upon them by the Trustees.

         8.3 Transfer Agents and Registrars;  Facsimile Signatures. If the Board
of Trustees  appoints one or more transfer  agents or transfer  clerks or one or
more  registrars,  the Board of Trustees may require all certificates for Shares
to bear the  signature or  signatures  of any of them.  Where a  certificate  is
signed (a) by a transfer agent or an assistant or co- transfer  agent, or (b) by
a transfer  clerk or (c) by a registrar or  co-registrar,  the signatures of the
president and secretary or other authorized officers of the Trust thereon may be
facsimile.  Where a  certificate  is signed by a registrar or  co-registrar  the
certificate  of any  transfer  agent  or  co-transfer  agent  thereon  may be by
facsimile  signature  of the  authorized  signatory  of such  transfer  agent or
co-transfer agent. In case any officer or officers of the Trust who have signed,
or  whose  facsimile  signature  or  signatures  have  been  used  on  any  such
certificate or certificates  shall cease , to be such officer or officers of the
Trust,  whether,  because  of  death,  resignation  or  otherwise,  before  such
certificate or certificates  have been delivered by the Trust,  such certificate
or certificates may, nevertheless,  be issued and delivered as though the Person
or Persons  who signed  such  certificate  or  certificates  or whose  facsimile
signature or signatures have been used thereon had not ceased to be such officer
or officers of the Trust.

         8.4 Lost  Certificates.  The  holder of any  Shares of the Trust  shall
immediately notify the Trust and its transfer agents and registrars,  if any, of
any loss or destruction of the certificates  representing the same. The Board of
Trustees may direct a new  certificate or  certificates to be issued in place of
any certificate or certificates  theretofore issued by the Trust alleged to have
been lost or  destroyed,  upon the  making of an  affidavit  of that fact by the
Person claiming the certificate to be lost or destoyed.  When  authorizing  such
issue of a new  certificate or  certificates,  the Board of Trustees may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such  lost or  destroyed  certificate  or  certificates,  or his  legal
representative,  to  advertise  the same in such manner as it shall  require and
give the Trust a bond in such sum as it may direct as indemnity against


                                       26

<PAGE>



any claim that may be made  against  the Trust with  respect to the  certificate
alleged to have been lost or destroyed.

         8.5 Transfer of Shares.  The Shares of the Trust shall be  transferable
only upon the books of the Trust by the  holders  thereof  in person or by their
duly authorized attorneys or legal representatives.  Upon surrender to the Trust
or the transfer agent of the Trust of a certificate  for Shares duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the Trust to issue a new  certificate  to the
Person entitled  thereto,  cancel the old certificate and record the transaction
upon its books.

         8.6 Registered  Shareholders.  The Trust shall be entitled to treat the
holder of record of any Share or Shares as the holder in fact  thereof and shall
not be bound to recog nize any legal,  equitable  or other claim to, or interest
in, such Share or Shares on the part of any other  Person,  whether or not it or
they shall have express or other notice thereof, and shall not be liable for any
registration or transfer of shares which are registered, or to be registered, in
the name of a fiduciary  or the  nominee of a fiduciary  unless made with actual
knowledge that a fiduciary,  or nominee of a fiduciary is committing a breach of
trust in requesting  such  registration  or transfer,  or with knowledge of such
facts that its participation therein amounts to bad faith.

         8.7  Shareholders'  Disclosure;  call of  Shares;  Right to  Refuse  to
Transfer  Shares or  Warrants.  The  Shareholders,  any  holders of  warrants or
similar  rights to purchase  shares,  and any proposed  transferee  of Shares or
warrants or similar rights to purchase  Shares shall upon demand disclose to the
Trustees  in writing  such  information  with  respect  to direct  and  indirect
ownership  of the Shares and warrants or similar  rights to purchase  Shares and
any proposed or requested  transfer  thereof as the Trustees  deem  necessary to
comply with the  provisions  of the Internal  Revenue  Code and the  regulations
thereunder,  as the same shall be from time to time  amended,  or to comply with
the  requirements  of any other taxing  authority,  or which the  Trustees  deem
necessary  to avoid  violation  of state or  federal  securities  laws.  Several
different  Share  ownership tests have to be satisfied in order for the Trust to
qualify as a REIT or for the  Trust's  income to satisfy  certain  income  tests
applicable to REITs.  Pursuant to the Internal  Revenue Code, Share ownership is
not  determined in the same manner for each test.  Depending upon the particular
test with which compliance is being determined,  a Shareholder's Share ownership
may be determined (i) without  applying any rules of attribution;  (ii) pursuant
to Section  318 of the  Internal  Revenue  Code;  or (iii)  pursuant to Sections
542(a) and 544 of the Internal Revenue Code.

                  (a) If the Trustees  shall,  at any time and in good faith, be
         of the opinion that direct or indirect ownership of Shares of the Trust
         has or may become  concen  trated to an extent which would  prevent the
         Trust  from  qualifying  as a REIT  under  the REIT  Provisions  of the
         Internal Revenue Code, the Trust shall have the power by


                                       27

<PAGE>



         lot or other means deemed  equitable by the Trustees,  to call a number
         of Shares  sufficient,  in the opinion of the Trustees,  to maintain or
         bring the  direct or  indirect  ownership  of Shares of the Trust  into
         conformity with the requirements for a REIT;  provided,  however,  that
         failure to call Shares as provided herein shall not render the Trustees
         or any  Shareholder or officer  liable to anyone for such failure.  The
         call price  shall be equal to (i) the last  reported  sale price of the
         Shares on the last business day prior to the call date on the principal
         national securities exchange on which the Shares are listed or admitted
         to  trading,  or (ii) if the  Shares are not so listed or  admitted  to
         trading, the average of the highest bid and lowest asked prices on such
         last  business  day as reported by NASDAQ,  National  Quotation  Bureau
         incorporated or a similar  organization  selected by the Trust for such
         purpose,  or (iii) if no quotations  for the Shares are  available,  as
         determined in good faith by the Trustees. From and after the date fixed
         for such call by the Trustees, the holder of any Shares so called shall
         cease to be entitled to  dividends,  distributions,  voting  rights and
         other benefits with respect to such Shares, excepting only the right to
         payment of the call price fixed as aforesaid.

                  (b) If the Trustees  shall,  at any time and in good faith, be
         of the opinion,  which opinion  shall be  conclusive  upon any proposed
         transferor  or  proposed  transferee  of Shares or  warrants or similar
         rights to purchase Shares, that any proposed transfer or exercise would
         jeopardize the status of the Trust as a REIT under the Internal Revenue
         Code, as now enacted or as hereafter amended, or would violate state or
         federal  securities  laws or  regulations,  the  Trustees may refuse to
         permit such transfer or exercise;  provided,  however,  that failure to
         refuse to permit such transfer or exercise as provided herein shall not
         render the Trustees or any Shareholder or holder of warrants or similar
         rights to purchase  Shares or officer of the Trust liable to anyone for
         such  failure.  Any  attempted  transfer  or  exercise  as to which the
         Trustees have refused their  permission  shall be void and of no effect
         to transfer any legal or beneficial  interest in the Shares or warrants
         or similar  rights to purchase  Shares.  All  contracts for the sale or
         other  transfer or exercise of Shares or warrants or similar  rights to
         purchase Shares shall be subject to this provision.

         8.8      Limitation on Acquisition and ownership Of Shares and Warrants

                  (a) In order to guard against the  concentration  of ownership
         of Shares and  warrants  or  similar  rights to  purchase  Shares to an
         extent which is contrary to the  requirements of the REIT Provisions of
         the Internal  Revenue Code, no Person may at any time subsequent to the
         Trust's  commencement of business  operations  acquire  ownership of or
         own, directly or indirectly, as determined pursuant to both (i) Section
         318 and (ii) Sections 542(a) and 544 of the Internal  Revenue Code, (A)
         a number of Shares in excess of 9.8% of the  outstanding  shares of the
         Trust,  or (B) an  aggregate  number of Shares and warrants and similar
         rights to purchase Shares in excess of 9.8% of the aggregate  number of
         outstanding Shares and warrants and similar rights


                                       28

<PAGE>



         to purchase  Shares.  In addition,  no Shares shall be transferred  (or
         issued,  for example,  upon the  exercise of warrants)  and no warrants
         shall be  transferred to any Person if,  following such transfer,  such
         Person's  direct or  indirect  ownership  of Shares  and  warrants  and
         similar rights to purchase Shares would exceed these limits.

                  (b) If Shares or warrants or similar rights to purchase Shares
         are  acquired by any Person in  violation  of this  Section  8.8,  such
         acquisition  shall be valid  only to the extent it does not result in a
         violation of this Section 8.8, and such  acquisition  shall be null and
         void  with  respect  to the  excess  ("Excess  Shares"  and/or  "Excess
         Warrants").  Excess Shares shall be deemed to have been acquired and to
         be held on behalf of the Trust,  and,  as the  equivalent  of  treasury
         shares for such purpose,  shall not be considered to be outstanding for
         quorum  or  voting  purposes,  and shall  not be  entitled  to  receive
         dividends, interest or any other distribution. Excess Warrants shall be
         deemed to be void.

                  (c) The Trust  shall,  if deemed  necessary  or  desirable  to
         implement the  provisions  of this Section 8.8,  include on the face or
         back of each  Share  or  warrant  certificate  issued  by the  Trust an
         appropriate  legend  referring  the holder of such  certificate  to the
         restrictions  contained  in this  Section  8.8  and  stating  that  the
         complete  text of this Section 8.8 is on file with the Secretary of the
         Trust at the Trust's registered office.

                  (d) Nothing  herein  contained  shall limit the ability of the
         Trustees  to  impose  or  to  seek  judicial  or  other  imposition  of
         additional restrictions if deemed necessary or advisable to protect the
         Trust and the  interests of its  Shareholders  by  preservation  of the
         Trust's status as a qualified REIT under the Internal Revenue Code.

                  (e) If any provision of this Section 8.8 or any application of
         any such  provision is determined to be invalid by any federal or state
         court having jurisdiction over the issue, the validity of the remaining
         provisions  shall not be affected  and the other  applications  of such
         provisions  shall be affected  only to the extent  necessary  to comply
         with the determination of such court.

         8.9 Dividends or Distributions  to Shareholders.  The Trustees may from
time to time declare and pay to Shareholders  such dividends or distributions in
cash, Shares, other Securities or other property,  out of current or accumulated
income, capital, capital gains, principal,  surplus,  proceeds from the increase
or refinancing of Trust  obligations,  or from the sale of portions of the Trust
Estate  or from any other  source  as the  Trustees  in their  discretion  shall
determine  and as may be permitted by law.  Shareholders  shall have no right to
any dividend or  distribution  unless and until  declared by the  Trustees.  The
Trustees shall furnish the Shareholders after the close of each fiscal year with
a statement  in writing  advising  as to the source of the funds so  distributed
during such fiscal year.


                                       29

<PAGE>

                                   ARTICLE IX

                             LIABILITY OF TRUSTEES,
                  SHAREHOLDERS AND OFFICERS AND OTHER MATTERS

         9.1  Exculpation  of Trustees,  Officers  and Others.  The Trustees are
required to perform  their duties with  respect to the Trust's  business in good
faith and in a manner  believed  by the  Trustees to be in or not opposed to the
best  interests of the Trust.  A Trustee who  performs his duties in  accordance
with the foregoing  standards and without gross  negligence or willful or wanton
misconduct  shall not be liable to any  Person  for  failure  to  discharge  his
obligations as a Trustee.  Notwithstanding  the additional  responsibilities  of
Independent  Trustees,  an  Independent  Trustee  shall  not  have  any  greater
liability than that of a Trustee who is not an Independent Trustee.

         Moreover,  the Trust's  officers,  employees  and other agents are also
required  to act in good faith and in a manner  believed by them to be in or not
opposed to the best interests of the Trust. An officer,  employee or other agent
who performs his duties in accordance  with the foregoing  standards and without
gross  negligence  or  willful or wanton  misconduct  shall not be liable to any
Person for failure to  discharge  his  obligations  as an  officer,  employee or
agent.

         9.2 (a) Actions Involving Directors,  Officers and Employees. The Trust
shall  indemnify any person who was or is a party (other than a party  plaintiff
suing on his own behalf or in the right of the Trust),  or who is  threatened to
be made a  party,  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative,  including
any  action  by or in the  right of the  Trust,  by reason of the fact that such
person is or was a  director,  officer or  employee  of the Trust,  or is or was
serving at the request of the Trust as a director,  officer, partner or employee
of another trust, partnership,  joint venture,  corporation or other enterprise,
against any and all claims, damages, losses, costs or expenses of every kind and
nature,  including,  but not limited to, attorneys' fees,  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding;  provided,  that no such person shall be
indemnified by the Trust (a) with respect to remuneration paid to such person if
it shall be finally adjudged that such remuneration was in violation of law; (b)
on account of any suit in which judgment is rendered  against such person for an
accounting  of  profits  made  from  the  purchase  or sale by  such  person  of
securities  of the Trust  pursuant  to the  provisions  of Section  16(b) of the
Securities  Exchange Act of 1934 and amendments thereto or similar provisions of
any  federal,  state or local  statutory  law;  (c) from or on  account  of such
person's conduct which was finally  adjudged to have been knowingly  fraudulent,
deliberately  dishonest  or willful  misconduct  or (d) to the extent  that such
indemnification shall otherwise be finally adjudged to be unlawful.


                                       30

<PAGE>




         (b) Actions  Involving  Agents.  The Trust may indemnify any person who
was or is a party  (other than a party  plaintiff  suing on his own behalf or in
the  right  of the  Trust),  or who is  threatened  to be made a  party,  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  including any action by or in the
right of the Trust,  by reason of the fact that he is an agent of the Trust,  or
is or was  serving at the  request  of the Trust as an agent of  another  trust,
partnership, joint venture, corporation or other enterprise, against any and all
claims, damages, losses, costs or expenses of every kind and nature,  including,
but not limited  to,  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred by aim in  connection  with such
action, suit or proceeding,  provided, that an agent shall not be indemnified by
the Trust from or on account of conduct which was finally  adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

         9.3 Right of  Trustees,  Officers  and  Others  to Own  Shares or Other
Property  and to Engage in Other  Business.  Any Trustee,  officer,  employee or
agent of the Trust may acquire, own, hold and dispose of Shares in the Trust and
may  exercise  all rights of a  Shareholder  to the same  extent and in the same
manner as if he were not a Trustee, officer, employee or agent of the Trust. Any
Trustee,  officer,  employee  or agent of the Trust may have  personal  business
interests and may engage in personal  business  activities,  which interests and
activities  may  include  the  acquisition,  syndication,  holding,  management,
operation or disposition,  for his own account or for the account of others,  of
interests in real  property or  interests in Persons  engaged in the real estate
business,  including Persons  authorized as investments  pursuant to Section 5.4
hereof. In addition,  any Trustee,  officer,  employee or agent of the Trust may
take for his own  account  or  recommend  to others  any  particular  investment
opportunity  and  shall  be  under  no  obligation  to  present  any  particular
investment  opportunity to the Trust even if such  opportunity is of a character
which,  if presented to the Trust,  could be taken by the Trust and,  subject to
the foregoing,  shall be protected in taking for his own account or recommending
to others any particular  investment  opportunity.  Subject to the provisions of
Section  2.13 and  Article V, any  Trustee,  officer,  employee  or agent may be
interested as trustee, officer, director, stockholder,  partner, member, advisor
or employee,  or otherwise have a direct or indirect  interest in any Person who
may be engaged  to render  advice or  services  to the  Trust,  and may  receive
compensation  from such Person as well as  compensation  as Trustee,  officer or
otherwise  hereunder.  None of these activities shall be deemed to conflict with
his duties and powers as Trustee or officer.

         9.4  Transactions  Between the Trust,  the Trustees,  the Advisor,  and
Certain Affiliates.  No contract, act or other transaction between the Trust and
any Trustee,  officer of the Trust, or other Person in which any such Trustee or
officer is directly or  indirectly  interested or with which any such Trustee or
officer is  directly or  indirectly  connected  or of which any such  Trustee or
officer is a trustee,  partner,  director,  officer or retired  officer shall be
valid unless approved by a vote of a majority of the  disinterested  Trustee(s).
Except as


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<PAGE>



prohibited  by these  Bylaws,  and in the absence of fraud,  a contract,  act or
other transaction  between the Trust and any other Person, or in which the Trust
is  interested,  shall be valid even  though (a) one or more of the  Trustees or
officers are directly or  indirectly  interested  in or connected  with,  or are
trustees,  partners,  directors,  officers  or  retired  officers  of such other
Person,  or  (b)  one or  more  of  the  Trustees  or  officers  of  the  Trust,
individually  or jointly with others,  is a party or are parties to, or directly
or  indirectly  interested  in,  or  connected  with,  such  contract,   act  or
transaction.  No Trustee or officer who is aware of the conflict or relationship
shall be under any disability from or have any liability as a result of entering
into any such  contract,  act or  transaction,  provided  that such  interest or
connection is disclosed or known to the Trustees and  thereafter the Trustees in
good faith  authorize such contract,  act or other  transaction by the vote of a
majority of the disinterested Trustee(s).

         The Trust  shall  not sell,  directly  or  indirectly,  any of its real
property to any Trustee or officer of the Trust,  the Advisor,  or any Affiliate
thereof, and no such Person shall sell any property to the Trust unless:

                  (a) the property was purchased by any of the foregoing Persons
         for the purpose of  accumulating  a portfolio  of  investments  for the
         Trust under  circumstances  which are fully disclosed in the prospectus
         by which Shares are initially offered to the public;

                  (b) the property was purchased by any of the foregoing Persons
         for  the  purpose  of its  subsequent  acquisition  by the  Trust  upon
         completion of financing arrangements by the Trust;

                  (c) the property or option  thereon was  purchased or taken by
         any of the  foregoing  Persons  in its  own  name  and  title  and  was
         temporarily  held in such  name for the  purpose  of  facilitating  the
         acquisition of such property by the Trust or facilitating the borrowing
         of money or  obtaining  of  financing  for the  Trust or for any  other
         purpose related to the business of the Trust and the property or option
         thereon is  purchased  by the Trust for a cash  payment no greater than
         the cost of the property or option to such Person;  provided,  however,
         that the Trust may, if the  proceeds of the Trust's sale of Shares from
         its  initial  public  offering  are  insufficient  to  make  (or  repay
         indebtedness  incurred to make)  required  cash  payments in connection
         with the  acquisition  of any property or properties  acquired prior to
         the termination of such initial public offering, sell to the Advisor or
         any  Affiliate  thereof  such  property or  properties  (or sell to the
         Advisor or an Affiliate of the Advisor an interest therein) but only on
         terms which provide for cash payments to the Trust equal to the Trust's
         cash payments made and the assumption of all  indebtedness  incurred in
         connection  with the  acquisition of such property or properties by the
         Trust and only if, in the  opinion  of the  Independent  Trustees,  the
         Trust  will be  unable to obtain a higher  price for such  property  or
         properties from an unaffiliated third party;



                                       32

<PAGE>



                  (d) the  purchase or sale was made on terms no less  favorable
         to the Trust than those that could have been  obtained in a  comparable
         transaction  on an  arm's  length  basis  from a  person  who is not an
         affiliate  of the  Trust  and the  purchase  or sale  was  approved  by
         unanimous vote of the disinterested Independent Trustees.

Nothing  herein,  however,  shall be deemed to preclude the Trust from  entering
into a joint  venture with any such Persons with respect to Trust real  property
as otherwise permitted herein.

         Except as  otherwise  provided  in these  Bylaws,  the Trust shall not,
directly or indirectly,  engage in any transaction with any Trustee,  officer or
employee of the Trust or any partner,  officer or employee of the Advisor, or of
any company or other organization of which any of the foregoing is an Affiliate,
except for (i) the execution and performance of the agreements and the making of
investments  contemplated  by  Articles  V  and  VI  hereof,  (ii)  transactions
involving  the  purchase  of  Securities  of the  Trust by the  Advisor  and its
Affiliates   upon  the  inception  of  the  Trust  to  satisfy  minimum  capital
requirements of applicable  laws and  regulations of states having  jurisdiction
and  transactions  involving the purchase of Securities of the Trust on the same
terms on which  such  Securities  are then being  offered to all  holders of any
class of  Securities  of the Trust or to the public,  (iii)  entering into joint
ventures or  partnerships  with the Advisor or its  Affiliates  including  other
programs  sponsored  by the  Advisor;  (iv)  transactions  with the  Advisor  or
Affiliates thereof involving loans, advances,  allocations of overhead and other
operating expenses,  acquisition and investment  advisory services,  real estate
brokerage  services on the purchase  and sale of real  property,  real  property
management and leasing services,  personal  property leasing services,  or other
services,  provided  such  transactions  are on terms not less  favorable to the
Trust than the terms on which  non-affiliated  parties are then  making  similar
loans or performing  similar  services for comparable  entities in the same area
and  are  not  entered  into  on  an  exclusive  basis  with  such  Person,  (v)
transactions necessary to comply with minimum sponsor contribution requirements,
or (vi)  transactions  made or  ratified  with  the  unanimous  approval  of the
Trustees;  provided,  however,  that any transaction  referred to in clause (iv)
relating to payments to the Advisor and its Affiliates for services  rendered in
a capacity  other than as Advisor may only be made (A) upon a  determination  by
the  Independent  Trustees that the  compensation is fair and reasonable and not
greater than the charges for comparable  services  available from others who are
competent and not Affiliates of the parties involved,  and (B) with the approval
of a majority of the Independent Trustees.  The simultaneous  acquisition by the
Trust and the Advisor or any Affiliate of the Advisor of  participations  in any
investment shall not be deemed to constitute the purchase or sale of property by
one of them to the other.  This Section 9.4 shall not prevent the payment to any
Person  of  commissions  or  fees  for  the  so-called  "private  placement"  of
Securities with investors.

         9.5 Persons Dealing with Trustees or Officers.  Any act of the Trustees
or officers  purporting  to be done in their  capacity as such shall,  as to any
Persons  dealing in good faith with such Trustees or officers,  be  conclusively
deemed to be within the purposes

                                       33

<PAGE>



of this Trust and within the powers of the Trustees and  officers.  The Trustees
may  authorize  any  officer  or  officers  or agent or agents to enter into any
contract or execute any  instrument  in the name and on behalf of the Trust.  No
Person  dealing  in good  faith with the  Trustees  or any of them,  or with the
authorized officers, employees, agents or representatives of the Trust, shall be
bound to see to the  application  of any funds or  property  passing  into their
hands or control.  The receipt of the Trustees or any of them,  or of authorized
officers,  employees,  agents,  or  representatives  of the Trust, for moneys or
other consideration, shall be binding upon the Trust.

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

         9.7 Income Tax Status.  The  Trustees  shall use their best  efforts to
refrain from any action which,  in their good faith  judgment,  would  adversely
affect the status of the Trust as a REIT,  as  defined in the  Internal  Revenue
Code and the rules and  regulations  thereunder,  once such status is  achieved.
Anything to the contrary herein  notwithstanding  and without  limitation of any
rights of indemnification or non-liability of the Trustees herein, however, said
Trustees by these Bylaws make no  commitment  or  representation  that the Trust
will qualify as a REIT,  as defined in the  Internal  Revenue Code and the rules
and  regulations  thereunder  in any given  year.  The  failure  of the Trust to
qualify as a REIT under the Internal  Revenue Code shall not render the Trustees
liable to the  Shareholders  or to any other Person or in any manner  operate to
annul the Trust.

                                    ARTICLE X

                                  MISCELLANEOUS

         10.1     Reports to Shareholders.

                  (a) Within one  hundred  twenty  (120) days after the close of
         each fiscal year of the Trust or as soon thereafter as practicable, the
         Trustees shall mail a report of the business and operation of the Trust
         during  such  fiscal  year  to the  Shareholders,  which  report  shall
         constitute  the  accounting  of the Trustees for such fiscal year.  The
         report shall be in such form and have such content as the Trustees deem
         proper. The Annual Report shall include a balance sheet and a statement
         of income and surplus


                                       34

<PAGE>



         of the Trust. Such financial statements shall be prepared in accordance
         with generally accepted accounting  principles and shall be accompanied
         by the report of an independent  certified public accountant thereon. A
         manually signed copy of the accountant's report shall be filed with the
         Trustees.  The  Independent  Trustees  shall take  reasonable  steps to
         ensure that this requirement is met.

                  (b) At least quarterly the Trustees shall send interim reports
         to the Shareholders. The interim reports shall be in such form and have
         such content as the Trustees  deem proper.  The interim  reports  shall
         include a statement of the  aggregate  amount of advisory  fees and the
         aggregate amount of other fees paid during the preceding quarter to the
         Advisor and its Affiliates by the Trust and by third parties based upon
         their relationship with the Trust.

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

         Whenever  any  notice is  required  to be given,  a waiver  thereof  in
writing signed by the Person or Persons entitled to said notice,  whether before
or after the time stated therein, shall be deemed equivalent thereto.

         10.3  Inspection  of Bylaws.  The Trust  shall  keep at its  registered
office in the County of St. Louis, State of Missouri,  the original or a copy of
the  Articles  of  Incorporation  and  Bylaws of the  Trust  and any  amendments
thereto,  all of which shall be open to inspection by Shareholders during normal
business hours.

         10.4  Inspection  of  Corporate  Records.  The books and records of the
Trust,  including  Shareholder  records,  shall  be  open  to  inspection  by an
Administrator  or by  any  Shareholder  during  normal  business  hours  at  the
registered  office of the Trust in the County of St.  Louis,  State of  Missouri
upon the written request of such  Administrator  or  Shareholder.  A list of the
names and addresses of all Shareholders shall be maintained as part of the books
and records of the Trust.

         10.5  Checks.  All checks or  demands  for money and notes of the Trust
shall be signed by such officer or officers,  or such other Person or Persons as
the Board of Trustees may from time to time designate.

         10.6     Fiscal Year.  The  fiscal  year of the Trust shall commence on
January 1 and close on December 31.



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<PAGE>



         10.7 Seal. The seal of the Trust shall have inscribed  thereon the name
of the Trust,  the year of its  incorporation,  the words  "Corporate  Seal" and
"Missouri",  and such  other  inscriptions  as the  Board of  Trustees  may deem
appropriate.  Said seal may be used by causing it or a  facsimile  thereof to be
impressed or affixed or reproduced or otherwise.

         10.8     Power of Shareholders in Event of Merger or Sale of Assets.

                  (a) The affirmative vote of the holders of at least two-thirds
         (2/3) of the  outstanding  Shares  entitled  to vote  thereon  shall be
         required to approve the nature and amount of the  consideration and the
         other principal terms of any merger or  consolidation of the Trust with
         any Person.

                  (b) The affirmative vote of the holders of at least two-thirds
         (2/3) of the  outstanding  Shares  entitled  to vote  thereon  shall be
         required to approve  the sale,  lease,  exchange or other  disposition,
         other  than  by  mortgage,   deed  of  trust  or  pledge,   of  all  or
         substantially  all of the  property  and assets of the  Trust,  if such
         sale, lease, exchange or other disposition is not made in the usual and
         regular course of the business of the Trust.

         10.9     Conflicting Provisions.

                  (a) The provisions of these Bylaws are  severable,  and if the
         Trustees shall determine,  with the advice of counsel,  that any one or
         more of such provisions (the "Conflicting  Provisions")  would have the
         effect of  preventing  the Trust  from  qualifying  as a REIT under the
         Internal Revenue Code, or are in conflict with other applicable federal
         or state securities laws or regulations or other applicable  federal or
         state laws or regulations,  the Conflicting  Provisions shall be deemed
         never to have  constituted a part of these Bylaws;  provided,  however,
         that no such  determination  by the Trust shall affect or impair any of
         the remaining  provisions of these Bylaws or render invalid or improper
         any  action   taken  or  omitted   prior  to  such   determination.   A
         certification  in recordable  form signed by a majority of the Trustees
         setting  forth any such  determination  and  reciting  that it was duly
         adopted  by  the  Trustees,  or  a  copy  of  these  Bylaws,  with  the
         Conflicting  Provisions  removed  pursuant  to such  determination,  in
         recordable  form,  signed  by a  majority  of the  Trustees,  shall  be
         conclusive evidence of such determination when lodged in the records of
         the Trust.  The  Trustees  shall not be liable for  failure to make any
         determination  under this  Section  10.9.  Nothing in this Section 10.9
         shall in any way limit or affect  the  right of the  Trustees  to amend
         these Bylaws as provided in Article XI.

                  (b) If any  provision of these Bylaws shall be held invalid or
         unenforceable, such invalidity or unenforceability shall attach only to
         such  provision and shall not in any manner affect or render invalid or
         unenforceable any other


                                       36

<PAGE>


         provision of these Bylaws,  and these Bylaws shall be carried out as if
         any such invalid or unenforceable provision were not contained herein.

                                   ARTICLE XI

                                   AMENDMENTS

         These  Bylaws may be altered,  amended or repealed or new bylaws may be
adopted in lieu  thereof  by the  affirmative  vote of a majority  of the Shares
issued and outstanding and entitled to vote thereon; provided, however, that the
Trustees may amend these Bylaws without the vote or consent of the  Shareholders
in the event the Trustees  deem such  necessary  to conform  these Bylaws to the
requirements of the REIT Provisions of the Internal  Revenue Code, to applicable
state or federal securities laws or to other applicable state or federal laws or
regulations, but the Trustees shall not be liable for failing to do so.





                                       37