EXHIBIT 3.2

                                     BYLAWS
                                       OF
                      MAXUS REALTY TRUST, INC., AS AMENDED

                                    ARTICLE I
                             THE TRUST: DEFINITIONS

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

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

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

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

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

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

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

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

      (d) Annual meeting of  Shareholders.  "Annual  Meeting of 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.

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

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

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

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

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

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

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

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

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

   (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

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

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

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

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

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   transferred, conveyed or paid to the Trust and all rents, income, profits and
   gains therefrom.

                                   ARTICLE II

                                    TRUSTEES

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

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

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

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

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

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

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

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financial,  accounting  and operating  controls and the scope of the  respective
audits of the independent  auditors and the internal auditor,  if any. The Audit
Committee shall additionally submit to the Board of Trustees any recommendations
it may have from time to time with  respect  to Trust  financial  reporting  and
accounting  practices  and policies and  financial,  accounting,  and  operation
controls and safeguards,  and shall have such other duties as shall be specified
by resolution of the Board of Trustees. Vacancies in the membership of the Audit
Committee  shall be filled by the Board of  Trustees  at any  regular or special
meeting of the Board of Trustees. Notwithstanding the foregoing, the designation
of an Audit  Committee shall not operate to relieve the Board of Trustees or any
member thereof of any responsibility imposed upon it or him by statute, the REIT
Provisions of the Internal  Revenue Code, the Articles of Incorporation or these
Bylaws.

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

   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

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connected  with the  organization  of the Trust and the issuance,  distribution,
transfer,  registra  tion and  listing of the  Trust's Securities.

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

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

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

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time to time, in their sole judgment and discretion, and in such manner and upon
such terms and conditions as they may from time to time deem proper:

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

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

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

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

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

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

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

      (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

                                       10
<PAGE>
   without  limitation  taxes  and  other  governmental   levies,   charges  and
   assessments,  of whatever  kind or nature,  imposed upon or against the Trust
   Estate or any part thereof, and for any of the purposes herein.

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

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

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

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

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

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

                                       11
<PAGE>

      (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 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
   deter  mination  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.

                                       12
<PAGE>
   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  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].

                                       13
<PAGE>
      (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 com  mittee  members  is present  will  constitute  the action of a
majority of all of the Independent Trustees. All required determinations and the
bases therefor will be reflected in the minutes of the Trustees' meetings.

                                   ARTICLE IV

                                    OFFICERS

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

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

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

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

   4.5  Chairman  of the Board.  The  chairman  of the board  shall be the chief
executive officer of the Trust and shall have general supervision, direction and
control of the business of the Trust. He shall have general powers and duties of
management,  shall see that all orders and  resolutions of the Board of Trustees
are carried into effect,  shall execute  bonds,

                                       14
<PAGE>
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.

   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

                                       15
<PAGE>

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 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

                                       16
<PAGE>
executive  decisions  which conform to general  policies and general  principles
previously established by the Trustees.

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

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

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

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

   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

                                       17
<PAGE>
satisfactory showing  to the contrary, be deemed  to be excessive if they exceed
an amount  equal to the  greater of two  percent  (2%) of the  Average  Invested
Assets of the Trust or  twenty-five  percent  (25%) of its Net  Income  for such
year.

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

                                   ARTICLE VI

                                INVESTMENT POLICY

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

                                       18
<PAGE>
financing or dealing in real property  (which  investments  shall  ordinarily be
made in connection with properties having  income-producing  capabilities).  The
Trustees may make commitments to make investments  consistent with the foregoing
policies.  The  Trust  may  also  participate  in  the  investments  with  other
investors,  including investors (which,  subject to Section 5.4, may include the
Advisor or its Affiliates)  having  investment  policies similar to those of the
Trust,  on the same or  different  terms,  and the Advisor may act as advisor to
such other investors, including investors who have the same investment policies.

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

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

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

   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

                                       19
<PAGE>
omission,  intentional or otherwise, resulting in the loss of tax benefits under
the  Internal  Revenue  Code,  except for that arising from his or its own gross
negligence or willful or wanton misconduct;  and, provided further, that for the
period of time during which the  portfolio of equity  investments  is developed,
the Trust's  assets may be invested in  investments  with income  which does not
qualify under the REIT Provisions of the Internal Revenue Code.

   6.2 Restrictions. The Trust shall not:

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

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

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

      (d) [Intentionally omitted];

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

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

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

      (h) Invest in unimproved  real  property,  which shall mean property which
   has the  following  three  characteristics:  (i) it was not  acquired for the
   purpose of producing rental or other operating income, (ii) no development or
   construction is in process thereon,  and (iii) no development or construction
   is planned in good faith to commence thereon within one year;

      (i) [Intentionally omitted];

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

                                       20
<PAGE>
      (k)  Incur  aggregate   mortgage   indebtedness  in  connection  with  its
   investment  properties in excess of eighty  percent (80%) of the value of all
   of its investment properties as determined by Appraisals;  provided, however,
   that this  provision  shall not be  applicable  until the  conclusion  of the
   Trust's initial public offering of its Shares; or

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

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

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

                                   ARTICLE VII

                            MEETINGS OF SHAREHOLDERS

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

   7.2 Annual Meetings.

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

                                       21
<PAGE>
   Shareholder  entitled thereto not less than ten (10) nor more than fifty (50)
   days before the date of the Annual meeting and shall state the place, day and
   hour of the meeting.

   7.3 Special Meetings.

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

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

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

   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
                                       22

<PAGE>
of record on the date of closing the Share  transfer books or on the record date
so fixed  shall be  entitled  to notice of, and to vote at, the  meeting and any
adjournment  thereof,  or to receive payment of the dividend,  or to receive the
allotment  of  rights,   or  to  exercise  the  rights,  as  the  case  may  be,
notwithstanding  any  transfer of any Shares on the books of the Trust after the
date of  closing  of the  Share  transfer  books  or the  record  date  fixed as
aforesaid.  If the Board of Trustees  shall not have  closed the Share  transfer
books or set a record date for the determination of its Shareholders entitled to
notice of, and to vote at, a meeting of Shareholders,  only the Shareholders who
are  shareholders of record at the close of business on the twentieth (20th) day
preceding  the date of the  meeting  shall be entitled to notice of, and to vote
at, the meeting and any adjournment of the meeting; except that, if prior to the
meeting written waivers of notice of the meeting are signed and delivered to the
Trust by all of the  shareholders of record at the time the meeting is convened,
only the  Shareholders who are Shareholders of record at the time the meeting is
convened shall be entitled to vote at the meeting or at any adjournment thereof.

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

   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.

                                       23
<PAGE>
   7.8 Proxies. Every Person entitled to vote or execute consents shall have the
right to do so either in person or by proxy appointed by a proper  instrument in
writing executed by the Shareholder or his duly authorized  attorney in fact. No
proxy  shall be valid after  eleven (11) months from the date of its  execution,
unless  otherwise  provided  in  the  proxy.  A duly  executed  proxy  shall  be
irrevocable  only if it states that it is irrevocable  and if it is coupled with
an interest sufficient in law to support an irrevocable power of attorney.


                                  ARTICLE VIII

                                 SHARES OF STOCK

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

                                      24
<PAGE>

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

   8.4  Lost  Certificates.  The  holder  of  any  Shares  of  the  Trust  shall
immediately notify the Trust and its transfer agents and registrars,  if any, of
any loss or destruction of the certificates  representing the same. The Board of
Trustees may direct a new  certificate or  certificates to be issued in place of
any certificate or certificates  theretofore issued by the Trust alleged to have
been lost or  destroyed,  upon the  making of an  affidavit  of that fact by the
Person claiming the certificate to be lost or 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 recog nize any legal, equitable or other claim to, or interest in, such
Share or Shares on the part of any other Person, whether or not it or they shall
have  express  or  other  notice  thereof,  and  shall  not be  liable  for  any
registration or transfer of shares which are registered, or to be registered, in
the name of a fiduciary  or the  nominee of a fiduciary  unless made with actual
knowledge that a fiduciary,  or nominee of a fiduciary is committing a breach of
trust in

                                       25
<PAGE>

requesting  such registration  or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.

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

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

                                       26
<PAGE>
   proposed  transfer or exercise would  jeopardize the status of the Trust as a
   REIT under the Internal Revenue Code, as now enacted or as hereafter amended,
   or would  violate  state  or  federal  securities  laws or  regulations,  the
   Trustees may refuse to permit such transfer or exercise;  provided,  however,
   that failure to refuse to permit such transfer or exercise as provided herein
   shall not render the  Trustees  or any  Shareholder  or holder of warrants or
   similar  rights to purchase  Shares or officer of the Trust  liable to anyone
   for such failure. Any attempted transfer or exercise as to which the Trustees
   have refused their  permission shall be void and of no effect to transfer any
   legal or beneficial  interest in the Shares or warrants or similar  rights to
   purchase Shares.  All contracts for the sale or other transfer or exercise of
   Shares or warrants or similar  rights to purchase  Shares shall be subject to
   this provision.

   8.8 Limitation on Acquisition and ownership Of Shares and Warrants.

      (a) In order to guard against the concentration of ownership of Shares and
   warrants or similar rights to purchase  Shares to an extent which is contrary
   to the  requirements of the REIT Provisions of the Internal  Revenue Code, no
   Person 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.

                                       27
<PAGE>
      (c) The Trust shall,  if deemed  necessary  or desirable to implement  the
   provisions of this Section 8.8,  include on the face or back of each Share or
   warrant  certificate  issued by the Trust an appropriate legend referring the
   holder of such certificate to the restrictions  contained in this Section 8.8
   and stating  that the  complete  text of this Section 8.8 is on file with the
   Secretary of the Trust at the Trust's registered office.

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

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

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


                                   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.


                                       28
<PAGE>
   Moreover, the Trust's officers,  employees and other agents are also required
to act in good faith and in a manner believed by them to be in or not opposed to
the best  interests  of the  Trust.  An  officer,  employee  or other  agent who
performs his duties in accordance with the foregoing standards and without gross
negligence or willful or wanton misconduct shall not be liable to any Person for
failure to discharge his obligations as an officer, employee or agent.

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

      (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

                                       29
<PAGE>
   set forth in Section (a). 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;  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.

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<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).

         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:

                                       31

<PAGE>
      (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  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

                                       32
<PAGE>
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 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.

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<PAGE>
   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 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.

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<PAGE>
   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.

         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

                                       35
<PAGE>

   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.

                                       36