Exhibit 3.2












                                     BYLAWS

                                       OF

                            MAXUS REALTY TRUST, INC.


                         AS AMENDED THROUGH MAY 10, 2005




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                               TABLE OF CONTENTS
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ARTICLE I  THE TRUST: DEFINITIONS........................................................................1
         1.1      Name...................................................................................1
         1.2      Places of Business.....................................................................1
         1.3      Nature of Trust........................................................................1
         1.4      Definitions............................................................................1

ARTICLE II  TRUSTEES.....................................................................................4
         2.1      Number of Trustees.....................................................................4
         2.2      Election and Term of Office............................................................5
         2.3      Vacancies..............................................................................5
         2.4      Place of Meeting.......................................................................5
         2.5      Organization Meetings..................................................................5
         2.6      Regular Meetings.......................................................................5
         2.7      Special Meetings.......................................................................5
         2.8      Quorum.................................................................................6
         2.9      Executive Committee....................................................................6
         2.10     Audit Committee........................................................................6
         2.11     Other Committees.......................................................................7
         2.12     Action by Written Consent..............................................................7
         2.13     Fees and Compensation..................................................................7
         2.14     Independent Trustees...................................................................7
         2.15     Removal of Trustee by Board of Trustees................................................8
         2.16     Removal of Trustees by Shareholders....................................................8

ARTICLE III  TRUSTEES' POWERS............................................................................8
         3.1      Power and Authority of Trustees........................................................8
         3.2      Trustees' Regulations.................................................................12
         3.3      Limit on Trustees' Obligations........................................................12
         3.4      Independent Trustees..................................................................12

ARTICLE IV  OFFICERS....................................................................................14
         4.1      Officers..............................................................................14
         4.2      Election and Term of Office...........................................................14
         4.3      Subordinate Officers..................................................................14
         4.4      Compensation..........................................................................14
         4.5      Chairman of the Board.................................................................14
         4.6      President.............................................................................14

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                               TABLE OF CONTENTS
                                  (Continued)
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         4.7      Executive or Senior Vice Presidents...................................................15
         4.8      Vice Presidents.......................................................................15
         4.9      Secretary.............................................................................15
         4.10     Assistant Secretaries.................................................................15
         4.11     Treasurer.............................................................................15
         4.12     Assistant Treasurer...................................................................16

ARTICLE V  ADVISOR; LIMITATION ON OPERATING EXPENSES....................................................16
         5.1      Employment of Advisor.................................................................16
         5.2      Qualification of Advisor..............................................................16
         5.3      Contract with Advisor.................................................................17
         5.4      Other Activities of the Advisor.......................................................17
         5.5      Limitation on Total Operating Expenses of the Trust...................................17

ARTICLE VI  INVESTMENT POLICY...........................................................................18
         6.1      General Statement of Policy...........................................................18
         6.2      Restrictions..........................................................................20
         6.3      Appraisals............................................................................21

ARTICLE VII  MEETINGS OF SHAREHOLDERS...................................................................21
         7.1      Place of Meetings.....................................................................21
         7.2      Annual Meetings.......................................................................21
         7.3      Special Meetings......................................................................21
         7.4      Closing of Transfer Books and Fixing of Record Dates..................................22
         7.5      Quorum................................................................................23
         7.6      Voting of Shares......................................................................23
         7.7      Action by Written Consent.............................................................23
         7.8      Proxies...............................................................................23

ARTICLE VIII  SHARES OF STOCK...........................................................................24
         8.1      Certificates..........................................................................24
         8.2      Transfer Agent, Dividend Disbursing Agent, Dividend
                  Reinvestment Plan Agent and Registrar.................................................24
         8.3      Transfer Agents and Registrars; Facsimile Signatures..................................24
         8.4      Lost Certificates.....................................................................25
         8.5      Transfer of Shares....................................................................25
         8.6      Registered Shareholders...............................................................25
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         8.7      Shareholders' Disclosure; call of Shares; Right to Refuse
                  to Transfer Shares or Warrants........................................................26
         8.8      Limitation on Acquisition and ownership Of Shares and
                  Warrants..............................................................................27
         8.9      Dividends or Distributions to Shareholders............................................28

ARTICLE IX  LIABILITY OF TRUSTEES, SHAREHOLDERS AND
OFFICERS AND OTHER MATTERS..............................................................................28
         9.1      Exculpation of Trustees, Officers and Others..........................................28
         9.2      (a)  Actions Involving Directors, Officers and Employees..............................29
         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.....................................................................34

ARTICLE X  MISCELLANEOUS................................................................................34
         10.1     Reports to Shareholders...............................................................34
         10.2     Notices...............................................................................34
         10.3     Inspection of Bylaws..................................................................35
         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
         10.9     Conflicting Provisions................................................................36

ARTICLE XI  AMENDMENTS..................................................................................36
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                                     BYLAWS
                                       OF
                            MAXUS REALTY TRUST, INC.

                           AS AMENDED ON MAY 10, 2005

                                   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 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.

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          (d) Annual meeting of Shareholders.  "Annual Meeting of Share-holders"
     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.

          (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.


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          (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.

          (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;


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               (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

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

          (w) Trust. "Trust" shall mean Maxus 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


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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 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


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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  announcement  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 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.

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<PAGE>


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.

     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

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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  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


                                       8
<PAGE>

     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, 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


                                       9
<PAGE>


               (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.

          (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

                                       10
<PAGE>


     carry on any business in which the Trust shall directly or indirectly  have
     any interest,  and to sell, rent, lease, hire, convey,  negotiate,  assign,
     exchange or transfer  the Trust  Estate or any part or parts  thereof to or
     with any such Person 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.

          (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; 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 approved by a majority of the disinterested 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 Trust, the


                                       11
<PAGE>

     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  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

                                       12
<PAGE>


     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  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.

                                       13
<PAGE>


                                   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,  unless  the  president  is  designated  Chief
Executive Officer by the Board of Trustees,  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.

     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,  including without limitation serving as
the Chief  Executive  Officer of the  Trust,  if so  designated  by the Board of
Trustees.


                                       14
<PAGE>


     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  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


                                       15
<PAGE>

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 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

                                       16
<PAGE>

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.

     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.


                                       17
<PAGE>


     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  ("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


                                       18
<PAGE>

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.

     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

                                       19
<PAGE>


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

          (i) [Intentionally omitted];

          (j) [Intentionally omitted];

          (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

                                       20
<PAGE>

     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.  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.

                                       21
<PAGE>

          (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.

     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


                                       22
<PAGE>


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.

     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


                                       23
<PAGE>

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 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


                                       24
<PAGE>

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 destroyed.  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  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  recognize  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.


                                       25
<PAGE>


     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  concentrated  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 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;

                                       26
<PAGE>


     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 other than David L. Johnson 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 7.6% 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
          7.6% of the aggregate  number of  outstanding  Shares and warrants and
          similar  rights to purchase  Shares.  David L.  Johnson may not 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 19.6%
          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
          19.6% of the aggregate  number of outstanding  Shares and warrants and
          similar  rights 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


                                       27
<PAGE>

          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.

                                   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

                                       28
<PAGE>

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.

          (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.

          (c) Determination of Right to Indemnification. (1) Any indemnification
     under Section (a) hereof,  unless ordered by a court,  shall be made by the
     Trust  unless  a  determination   is  reasonably  and  promptly  made  that
     indemnification  of the director,  officer or employee is not proper in the
     circumstances  because he has not  satisfied  the  conditions  set forth in
     Section  (a).  Such  determination  shall  be made  (i) by

                                       29
<PAGE>

     the Board by a majority  vote of a quorum  consisting of directors who were
     not parties to such action, suit or proceeding, or (ii) if such a quorum is
     not obtainable, or, even if obtainable, a quorum of disinterested directors
     so directs,  by independent legal counsel in a written opinion, or (iii) by
     the Shareholders;  provided,  that no such determination  shall preclude an
     action brought in an appropriate court to challenge such determination.

               (2) Any indemnification  under Section (b) hereof, unless ordered
          by a  court,  shall be made by the  Trust  only as  authorized  in the
          specific case upon a determination  that  indemnification of the agent
          is  proper  in the  circumstances  because  he has met the  applicable
          standard of conduct set forth in Section (b). Such determination shall
          be made (i) by the Board by a majority vote of a quorum  consisting of
          directors who were not parties to such action, suit or proceeding,  or
          (ii) if such a quorum is not  obtainable,  or, even if  obtainable,  a
          quorum of  disinterested  directors so directs,  by independent  legal
          counsel in a written opinion, or (iii) by the Shareholders.

          (d) Advance  Payment of  Expenses.  Expenses  incurred in  defending a
     civil or criminal  action,  suit or proceeding  may be paid by the Trust in
     advance of the final  disposition of such action,  suit or proceeding  upon
     receipt  of an  undertaking  by or on  behalf  of  the  director,  officer,
     employee or agent to repay such amount if it shall ultimately be determined
     that he is not entitled to be  indemnified  by the Trust as  authorized  in
     this Section 9.2.

          (e) Not  Exclusive  Right.  The  indemnification  provided for in this
     Section  9.2  shall not be deemed  exclusive  of any other  rights to which
     those seeking  indemnification  may be entitled  under any bylaw,  statute,
     agreement,  vote of Shareholders or  disinterested  directors or otherwise,
     both as to  action in his  official  capacity  and as to action in  another
     capacity while holding such office. The Board shall have the power to cause
     the Trust to purchase and maintain insurance on behalf of any person who is
     or was a director,  officer,  employee or agent of the Trust,  or is or was
     serving  at the  request  of the  Trust as a  director,  officer,  partner,
     employee or agent of another trust, partnership, joint venture, corporation
     or other enterprise against any liability asserted against him and incurred
     by him in any such capacity,  arising out of his status as such, whether or
     not the Trust would have the power to indemnify him against such  liability
     under the provisions of this Section 9.2. In addition, without limiting the
     other  provisions of this Section 9.2, the Trust is authorized from time to
     time,  without  further action by the  Shareholders  of the Trust, to enter
     into agreements with the directors and officers of the Trust providing such
     rights of  indemnification  as the Trust  may deem  appropriate,  up to the
     maximum extent  permitted under this Section 9.2 or any law of the state of
     Missouri  as now in  effect  or  hereafter  amended.  Any  indemnification,
     whether  required  under  this  Section  9.2,  or  permitted  by statute or
     otherwise and not expressly  contained in this Section 9.2,  shall continue
     as to a person who has ceased to be a director,  officer or employee of the
     Trust  and  shall  inure  to  the  benefit  of  the  heirs,  executors  and
     administrators of such person.

                                       30
<PAGE>

     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 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).

                                       31
<PAGE>

     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;

          (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

                                       32
<PAGE>

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  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

                                       33
<PAGE>

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
     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

                                       34
<PAGE>

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.

     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.

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<PAGE>

     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 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.


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