Exhibit 3.2





                                     BYLAWS

                                       OF

                            MAXUS REALTY TRUST, INC.

                           AS AMENDED ON MAY 13, 2003






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                                TABLE OF CONTENTS
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                                                                            ----

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

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

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

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

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

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

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

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

ARTICLE VIII  SHARES OF STOCK.................................................24
         8.1      Certificates................................................24
         8.2      Transfer Agent, Dividend Disbursing Agent, Dividend
                  Reinvestment Plan Agent and Registrar.......................24
         8.3      Transfer Agents and Registrars; Facsimile Signatures........24
         8.4      Lost Certificates...........................................25
         8.5      Transfer of Shares..........................................25
         8.6      Registered Shareholders.....................................25


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                                TABLE OF CONTENTS
                                   (Continued)
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         8.7      Shareholders' Disclosure; call of Shares; Right to Refuse
                  to Transfer Shares or Warrants..............................26
         8.8      Limitation on Acquisition and ownership Of Shares and
                  Warrants....................................................27
         8.9      Dividends or Distributions to Shareholders..................28

ARTICLE IX  LIABILITY OF TRUSTEES, SHAREHOLDERS AND
OFFICERS AND OTHER MATTERS....................................................28
         9.1      Exculpation of Trustees, Officers and Others................28
         9.2      (a)  Actions Involving Directors, Officers and Employees....29
         9.3      Right of Trustees, Officers and Others to Own Shares or
                  Other Property and to Engage in Other Business..............31
         9.4      Transactions Between the Trust, the Trustees, the Advisor,
                  and Certain Affiliates......................................31
         9.5      Persons Dealing with Trustees or Officers...................33
         9.6      Reliance....................................................33
         9.7      Income Tax Status...........................................34

ARTICLE X  MISCELLANEOUS......................................................34
         10.1     Reports to Shareholders.....................................34
         10.2     Notices.....................................................34
         10.3     Inspection of Bylaws........................................35
         10.4     Inspection of Corporate Records.............................35
         10.5     Checks......................................................35
         10.6     Fiscal Year.................................................35
         10.7     Seal........................................................35
         10.8     Power of Shareholders in Event of Merger or Sale of
                  Assets......................................................35
         10.9     Conflicting Provisions......................................36

ARTICLE XI  AMENDMENTS........................................................36




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                                     BYLAWS
                                       OF
                            MAXUS REALTY TRUST, INC.
                           AS AMENDED ON MAY 13, 2003

                                   ARTICLE I
                             THE TRUST: DEFINITIONS

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

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

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

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

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

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

        (c)  Affiliate.  "Affiliate"  of  a   specified  Person  (the "Specified
Person")shall  mean any Person  (i) who  directly  or  indirectly  controls,  is
controlled  by, or is under common control with the Specified  Person;  (ii) who
owns or controls ten percent (10%) or more of the Specified Person's outstanding
voting  securities;  (iii) in whom such  Specified  Person owns or controls  ten
percent  (10%)  or more of the  outstanding  voting  securities;  (iv)  who is a
director,  partner, executive officer or trustee of the Specified Person; or (v)
in whom the  Specified  Person is a  director,  partner,  executive  officer  or
trustee.


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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

                                   ARTICLE II
                                    TRUSTEES

     2.1  Number  of  Trustees.  Unless  and  until  changed   by  action  of  a
majority  of   the  entire   Board  of  Trustees,  the  number  of  Trustees  to
constitute  the  Board  of  Trustees  shall  be  nine (9),  and,  subject to the
provisions  of  Section  2.14,  at  least  a  majority  of  the  Trustees  shall
at  all  times  be   Independent   Trustees.   Any   change  in  the  number  of

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members of the Board of  Trustees  shall be  reported to the  Secretary of State
of Missouri  within  thirty (30) calendar  days of such change.  No reduction in
the number of Trustees shall affect the term of office of any incumbent Trustee.

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

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

    2.4 Place of Meeting. The  Trustees  may  hold  their  meetings and keep the
books of  the Trust at the registered office of the Trust or at such other place
as they may from time to time determine and as may be permitted by law. Trustees
may  participate  in  a  meeting of the Board of Trustees or in a meeting of any
committee  designated by the Board of Trustees by means of conference  telephone
or similar  communications  equipment  whereby all Persons  participating in the
meeting can hear each other, and participation in a meeting in this manner shall
constitute presence in person at the meeting.

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

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

    2.7 Special Meetings.  Special   meetings   of   the  Board  of Trustees for
any  purpose  or  purposes  may  be  called  by any Trustee or, upon the written
request  of  any Trustee,  by  the president or secretary of the Trust.  Written
notice  of  the time and place of special meetings shall be delivered personally
to the Trustees or sent to each  Trustee  by mail or by  other  form of  written
communication,  charges  prepaid,  addressed   to  the  Trustee at such  address
as appears on the records of the Trust.  In case such notice is mailed, it shall
be  deposited  in  the  United  States mail in the place in which the registered

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office  of  the Trust is located at least four (4) days prior to the time of the
special meeting. In case such notice is delivered personally or telegraphed,  it
shall be  so  delivered or deposited with the  telegraph company at least forty-
eight (48) hours prior to the time of the meeting.

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

    2.9 Executive Committee. The  Board  of Trustees, by resolution adopted by a
majority  of the  entire  Board of  Trustees,  may  designate  three (3) or more
Trustees to constitute an Executive Committee;  provided,  however, that subject
to the  provisions  of Section  2.14,  at least a majority of the members of the
Executive  Committee shall at all times be Independent  Trustees.  The Executive
Committee  shall  have  and may  exercise,  between  meetings  of the  Board  of
Trustees, all of the authority of the Board of Trustees in the management of the
Trust. Vacancies in the membership of the Executive Committee shall be filled by
the  Board of  Trustees  at any  regular  or  special  meeting  of the  Board of
Trustees.  The Executive Committee shall keep regular minutes of its proceedings
and report the same to the Board of Trustees when requested. Notwithstanding the
foregoing,  the  designation  of an  Executive  Committee  shall not  operate to
relieve  the Board of  Trustees  or any  member  thereof  of any  responsibility
imposed upon it or him by statute,  the REIT Provisions of the Internal  Revenue
Code, the Articles of Incorporation or these Bylaws.

    2.10  Audit  Committee.  The  Board  of  Trustees,  by  resolution   adopted
by  a  majority  of  the  entire  Board of  Trustees,  may  designate  three (3)
or  more  Independent  Trustees  to constitute  the Audit  Committee.  The Audit
Committee  shall  recommend  to the Board of Trustees the accounting  firm to be
selected  by the Board of  Trustees  as  independent  auditor of the Trust,  and
shall  act on  behalf  of  the Board of Trustees in meeting and  reviewing  with
the  independent  auditors  and the appropriate  Trust officers matters relating
to  Trust  financial  reporting  and  accounting  procedures  and  policies, the
adequacy   of  Trust  financial,  accounting   and  operating  controls  and the
scope  of  the  respective  audits of the independent  auditors and the internal
auditor,  if  any.  The  Audit  Committee shall additionally submit to the Board
of  Trustees  any  recommendations  it  may have from time to time with  respect
to  Trust  financial   reporting  and  accounting  practices  and  policies  and
financial,  accounting,  and  operation controls and safeguards,  and shall have
such  other duties as shall be specified by resolution of the Board of Trustees.
Vacancies in the membership of the Audit Committee  shall be filled by the Board
of  Trustees  at  any  regular  or special  meeting  of  the Board  of Trustees.

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Notwithstanding  the  foregoing,  the  designation  of an Audit  Committee shall
not  operate  to  relieve  the  Board  of  Trustees or any member thereof of any
responsibility  imposed  upon  it  or him by statute, the REIT Provisions of the
Internal  Revenue Code, the Articles of Incorporation or these Bylaws.

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

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

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

    2.14   Independent   Trustees.   A    majority   of    the    Trustees    of
the   Trust  and   a   majority   of   the   members   of  any  Trust  committee
shall   at   all   times   be    Independent   Trustees;   provided,    however,
that   in   the   event   that   an   Independent   Trustee   shall   cease   to

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be   a   Trustee,   whether  by   reason   of   resignation,   removal,   death,
incapacity or otherwise, the Board of Trustees shall have a reasonable period of
time to fill the vacancy  created by the departure of such  Independent  Trustee
with  another  Independent  Trustee.  Replacements  for  vacancies  amongst  the
Independent  Trustees' positions shall be nominated by the Independent  Trustees
so long as there remains one Independent Trustee in office.

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

    2.16 Removal  of  Trustees by Shareholders. The entire Board of Trustees may
be removed, with or without cause, by a vote of the holders of a majority of the
outstanding Shares then entitled to vote at an election of Trustees at a meeting
of Shareholders  called for the express purpose of removing Trustees and held at
the  registered  office  of the Trust or in the  county in which the  registered
office is  located.  If less than the  entire  Board is to be  removed at such a
meeting,  no one of the  Trustees  may be removed if the votes cast  against his
removal  would be  sufficient  to  elect  him if then  cumulatively  voted at an
election of the entire Board of Trustees.

                                  ARTICLE III
                                TRUSTEES' POWERS

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

        (a)  To   retain,  invest   and   reinvest    the   capital   or   other
funds  of  the  Trust in  and  to   purchase  or  otherwise   acquire  for  such
consideration  as  the  Trustees  deem   proper  and  to  hold  for  investment,
all   on    behalf    of    the   Trust,   real   and   personal   property   of

                                       8
<PAGE>

any kind,  tangible or intangible,  in entirety or in participation, all without
regard  to  whether any such property is authorized by law for the investment of
Trust funds.

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

        (c) To  authorize  the issue of Shares or other Securities of the Trust,
which may be secured or unsecured and may be subordinated to any indebtedness of
the Trust and may be convertible into Shares, and to grant warrants,  options or
other  rights to acquire  Shares to such Persons at such times and on such terms
as the Trustees may deem  advisable,  and to list any of the  foregoing  Shares,
other  Securities,  warrants,  options  or  rights  issued  by the  Trust on any
securities exchange or to include them in the National Association of Securities
Dealers, Inc. Automated Quotations System or other over-the-counter  market, and
to purchase or otherwise acquire,  hold, cancel,  reissue, sell and transfer any
of such  Shares,  other  Securities,  warrants,  options  or  rights;  provided,
however, that the Trustees shall not

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

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

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

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

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

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

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


                                       9
<PAGE>

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

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

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

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

                (ii)  [Intentionally omitted]; and

                (iii) [Intentionally omitted].

        (f) To create reserve funds for any purpose.

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

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

        (i) To   cause   to   be    organized    or    assist    in   organizing
any  Person,   under   the   laws   of   any   jurisdiction,  to  acquire    the
Trust    Estate     or     any     part     or     parts     thereof    or    to

                                       10
<PAGE>

carry   on   any   business   in   which  the Trust shall directly or indirectly
have  any  interest,  and to sell, rent, lease, hire, convey, negotiate, assign,
exchange  or  transfer  the Trust Estate or any part or parts thereof to or with
any such Person in exchange for the Securities thereof or otherwise, and to lend
money  to, subscribe  for  the Securities of, and enter into any contracts with,
any  such  Person  in  which  the  Trust holds or is about to acquire Securities
or any other interest.

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

        (k) To  enter into joint ventures,  general or limited  partnerships and
any  other lawful combinations or associations with independent third parties or
with  the  Advisor  or  its  Affiliates or a combination  thereof;  and provided
further  that  the  terms  and conditions of any joint  venture,  combination or
association  entered  into with the Advisor or its Affiliates have been approved
by a majority of the disinterested Trustees.

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

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

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

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

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

                                       11

<PAGE>

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

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

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

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

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

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

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

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

        (a) Monitor   the  relationship  of  the  Trust  with  the  Advisor.  In
this regard,  the  Independent  Trustees as a group, in addition to all Trustees
as a group,  will  have  a  fiduciary  duty  to the  Shareholders  to  supervise
the  relationship  of  the Trust  with the  Advisor.  The  Independent  Trustees
will  monitor the Advisor's  performance  of its contract and will  determine at
least  annually that the Advisor's compensation is reasonable in relation to the
nature  and  quality  of  services  performed.  Each  such determination will be
based on (i) the amount of the Advisor's  compensation  in relation to the size,
composition  and  profitability  of the Trust's  portfolio,  (ii) the investment

                                       12
<PAGE>

opportunities generated  by the  Advisor,  (iii)  advisory  fees  paid by  other
real estate investment trusts and by investors other than real estate investment
trusts  to  advisors  performing  services  similar  to  those  performed by the
Advisor,  (iv) other  compensation  paid  to the Advisor and its  Affiliates  by
the Trust or by others with whom the Trust does business, including underwriting
and  brokerage  commissions,  (v)  the  quality and extent of service and advice
furnished by the Advisor,  (vi) the performance  of the investment  portfolio of
the Trust,  (vii) the  quality  of the  investment  portfolio  of the  Trust  in
relation  to the investments  generated by the Advisor for its own account,  and
(viii) all other factors such Independent Trustees may deem relevant.

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

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

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

        (e) [Intentionally omitted].

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

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

    The  vote  or consent of a majority of the independent Trustees qualified to
act  and  present  at any meeting of the Trustees or committee at which a quorum
of  Trustees  or  committee  members  is present will constitute the action of a
majority of all of the Independent Trustees. All required determinations and the
bases therefor will be reflected in the minutes of the Trustees' meetings.

                                       13
<PAGE>

                                   ARTICLE IV
                                    OFFICERS

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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

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

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

    4.11 Treasurer. The  treasurer,  if  any, shall  have  the  custody  of  the
Trust's  funds  and  Securities,  shall  keep  and  maintain or cause to be kept
and  maintained  full  and  accurate  accounts  of  the  properties and business
transactions of the Trust  in  books  belonging  to the Trust and  shall deposit
all moneys and other valuable effects in the name and to the credit of the Trust
in  such  depositories  as  may  be  designated  by  the  Board of Trustees. The
treasurer  shall  disburse  the  funds  of  the  Trust  as may be ordered by the
Board  of  Trustees,  taking  proper  vouchers for such disbursements, and shall
render to the president and Trustees, at  the  regular  meetings of the Board of
Trustees or whenever they may require it,  an  account of all  his  transactions
as  treasurer and of the financial condition  of  the  Trust. If required by the
Board of Trustees, the treasurer shall give  the  Trust  a  bond in such sum and
with  such  surety or sureties as shall be satisfactory to the Board of Trustees
for the faithful performance of the duties of his office and for the restoration
to  the  Trust, in case of his death, resignation, retirement  or  removal  from

                                       15
<PAGE>

office, of all books, papers, vouchers,  money  and other property  of  whatever
kind  in  his  possession  or  under  his  control  belonging  to the Trust. The
Treasurer  shall have such other powers and  shall  perform  such  other  duties
as  may  be prescribed by the Board of Trustees.

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

                                   ARTICLE V
                    ADVISOR; LIMITATION ON OPERATING EXPENSES

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

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

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

                                       16
<PAGE>

shall  be  reflected  in  the  minutes  of  the  Trustees' meeting at which such
evaluation takes place.

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

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

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

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

                                       17
<PAGE>

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

                                   ARTICLE VI
                                INVESTMENT POLICY

    6.1 General  Statement of Policy. The  Trustees intend initially,  or to the
extent  funds are not fully  invested in real  property as described  below,  to
invest  the  Trust  Estate  in  investments  such as (a)  short-term  government
Securities,  certificates  of  deposit  and bank  deposits,  (b)  Securities  of
government agencies, (c) bankers' acceptances,  (d) certificates of deposit, (e)
deposits in commercial banks, (f)  participations in pools of mortgages or bonds
and notes (such as Federal Home Loan  Mortgage  Corporation  participation  sale
certificates  ("Freddie Mac PC's"),  Government  National  Mortgage  Association
modified  pass-through   certificates  ("Ginnie  Mae's")  and  Federal  National
Mortgage  Association  bonds and notes ("Fannie  Mae's"),  (g) other  short-term
investment  Securities and money market funds, and/or (h) such other investments
as shall be approved  by a majority of the  Trustees.  Otherwise,  the  Trustees
intend to invest the major  portion of the Trust  Estate in  ownership  or other
interests in real property or in Persons involved in owning, operating, leasing,
developing,  financing  or dealing in real  property  (which  investments  shall
ordinarily  be  made  in  connection  with  properties  having  income-producing
capabilities).  The Trustees may make commitments to make investments consistent
with the foregoing  policies.  The Trust may also participate in the investments
with other investors,  including  investors (which,  subject to Section 5.4, may

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<PAGE>

include the Advisor or its Affiliates)  having  investment  policies  similar to
those of the Trust, on the same or different  terms,  and the Advisor may act as
advisor  to  such  other  investors,  including  investors  who  have  the  same
investment policies.

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

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

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

    The  general   purpose  of  the  Trust  is  to  seek income which  qualifies
under  the  REIT  Provisions  of   the  Internal  Revenue  Code.  The  Trustees,
at  such   time  as  it   is  in  the   best   interests  of  the   Shareholders
to  do  so,  intend   to  make  investments  in  such  a  manner  as  to  comply
with  the  requirements  of  the  REIT  Provisions of the Internal  Revenue Code
with respect to the composition of the Trust's investments and the derivation of
its  income;  provided,  however,  that  neither  the Advisor  nor any  Trustee,
officer,   employee,  agent,  investment  advisor  or   independent   contractor
of  the  Trust  shall  be  liable  for  any  act  or  omission,  intentional  or
otherwise,  resulting  in  the loss of tax benefits under the  Internal  Revenue
Code,  except  for  that  arising  from  his  or  its  own  gross  negligence or

                                       19
<PAGE>

willful  or  wanton  misconduct;  and,  provided further, that for the period of
time  during  which  the  portfolio  of  equity  investments  is  developed, the
Trust's  assets  may  be  invested  in  investments  with income  which does not
qualify under the REIT Provisions of the Internal Revenue Code.

    6.2 Restrictions. The Trust shall not:

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

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

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

        (d) [Intentionally omitted];

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

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

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

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

        (i) [Intentionally omitted];

        (j) [Intentionally omitted];

        (k) Incur    aggregate    mortgage    indebtedness     in     connection
with    its    investment    properties    in    excess   of   eighty    percent
(80%)  of    the    value   of    all   of    its   investment   properties   as
determined by   Appraisals;  provided,   however,    that    this      provision

                                       20
<PAGE>

shall not be  applicable  until the  conclusion  of  the  Trust's initial public
offering of its Shares; or

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

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

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

                                  ARTICLE VII
                            MEETINGS OF SHAREHOLDERS

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

    7.2 Annual Meetings.

        (a) Time of Holding.  The  Annual  Meeting of Shareholders shall be held
on the second  Tuesday in May of each year,  commencing in May of 1987, at 10:00
o'clock a.m., provided,  however,  that if such day is a legal holiday, then any
such  Annual  Meeting of  Shareholders  shall be held on the next  business  day
following.  At such Annual Meeting,  Trustees shall be elected by the cumulative
voting procedures  prescribed by the Missouri statutes,  and such other business
shall be transacted as may properly be brought before the Annual Meeting.

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

    7.3 Special Meetings.

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

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

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

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

                                       22
<PAGE>

have closed the Share  transfer books or set a record date for the determination
of  its  Shareholders  entitled  to  notice  of,  and  to  vote at, a meeting of
Shareholders,  only the Shareholders who are shareholders of record at the close
of business on the twentieth (20th) day preceding the date of the  meeting shall
be entitled to notice of, and to vote at, the meeting and any adjournment of the
meeting; except that, if prior to the  meeting  written waivers of notice of the
meeting  are  signed  and  delivered to the Trust by all of the  shareholders of
record  at  the  time  the  meeting  is convened, only the  Shareholders who are
Shareholders of record at the time the meeting is  convened shall be entitled to
vote at the meeting or at any adjournment thereof.

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

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

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

    7.8 Proxies.  Every   Person   entitled   to   vote   or   execute  consents
shall   have   the   right   to   do   so   either   in   person   or  by  proxy
appointed   by   a   proper   instrument   in   writing    executed    by    the
Shareholder  or  his  duly  authorized  attorney  in  fact.  No  proxy  shall be

                                       23
<PAGE>

valid after eleven (11) months from the date of its execution,  unless otherwise
provided in the proxy.  A duly executed proxy  shall be  irrevocable  only if it
states  that it is  irrevocable and if it is coupled with an interest sufficient
in law to support an  irrevocable  power of
attorney.

                                  ARTICLE VIII
                                 SHARES OF STOCK

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

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

    8.3   Transfer     Agents     and    Registrars;    Facsimile    Signatures.
If   the   Board   of   Trustees   appoints  one  or  more  transfer  agents  or
transfer   clerks  or  one  or   more   registrars,   the   Board  of   Trustees
may   require  all   certificates  for   Shares   to   bear   the  signature  or

                                       24
<PAGE>

signatures  of any of them.  Where  a  certificate  is  signed (a) by a transfer
agent or an assistant or co-transfer agent, or (b) by a transfer clerk or (c) by
a registrar or  co-registrar,  the  signatures of the president and secretary or
other  authorized  officers  of  the  Trust  thereon  may be facsimile.  Where a
certificate  is signed by a registrar or  co-registrar  the  certificate  of any
transfer  agent  or  co-transfer  agent  thereon  may be by facsimile  signature
of the  authorized  signatory  of such  transfer  agent or co-transfer agent. In
case any officer or officers of the Trust who have signed,  or  whose  facsimile
signature or signatures have been used on  any  such certificate or certificates
shall cease , to be such officer or officers of the Trust,  whether,  because of
death, resignation or otherwise,  before  such certificate or certificates  have
been delivered by the Trust, such certificate or certificates may, nevertheless,
be issued and delivered  as  though  the  Person  or  Persons  who  signed  such
certificate  or  certificates  or whose  facsimile  signature or signatures have
been used thereon had not ceased to be such officer or officers of the Trust.

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

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

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

                                       25
<PAGE>

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

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

        (b) If  the  Trustees  shall,  at  any  time  and  in  good faith, be of
the opinion,  which  opinion  shall be  conclusive  upon any proposed transferor
or  proposed  transferee  of  Shares  or  warrants or similar rights to purchase
Shares, that any proposed  transfer or exercise  would  jeopardize the status of
the  Trust as a REIT under the  Internal  Revenue  Code,  as now  enacted  or as
hereafter  amended,  or  would  violate  state  or  federal  securities  laws or
regulations,  the  Trustees  may  refuse  to  permit  such transfer or exercise;

                                       26
<PAGE>

provided, however, that failure to refuse to permit such transfer or exercise as
provided  herein shall not render the  Trustees or any  Shareholder or holder of
warrants or similar rights to  purchase  Shares or  officer  of the Trust liable
to anyone for such failure.  Any  attempted  transfer  or exercise  as  to which
the  Trustees  have  refused  their permission shall be void and of no effect to
transfer any legal or beneficial interest in the Shares or  warrants  or similar
rights to purchase Shares.  All  contracts  for  the  sale or other  transfer or
exercise of Shares or warrants  or  similar  rights  to  purchase  Shares  shall
be  subject  to this provision.

    8.8 Limitation on Acquisition and ownership Of Shares and Warrants.

        (a) In order to guard against the concentration of ownership of Shares
and warrants or similar rights to purchase Shares to an extent which is contrary
to the  requirements  of the REIT  Provisions  of the Internal  Revenue Code, no
Person  other than David L.  Johnson may at any time  subsequent  to the Trust's
commencement of business  operations  acquire  ownership of or own,  directly or
indirectly,  as  determined  pursuant to both (i) Section 318 and (ii)  Sections
542(a) and 544 of the Internal Revenue Code, (A) a number of Shares in excess of
7.6% of the  outstanding  shares of the  Trust,  or (B) an  aggregate  number of
Shares and warrants and similar  rights to purchase  Shares in excess of 7.6% of
the aggregate  number of  outstanding  Shares and warrants and similar rights to
purchase Shares.  David L. Johnson may not at any time subsequent to the Trust's
commencement of business  operations  acquire  ownership of or own,  directly or
indirectly,  as  determined  pursuant to both (i) Section 318 and (ii)  Sections
542(a) and 544 of the Internal Revenue Code, (A) a number of Shares in excess of
19.6% of the  outstanding  shares of the Trust,  or (B) an  aggregate  number of
Shares and warrants and similar rights to purchase  Shares in excess of 19.6% of
the aggregate  number of  outstanding  Shares and warrants and similar rights to
purchase  Shares.  In addition,  no Shares shall be transferred (or issued,  for
example,  upon the exercise of warrants) and no warrants shall be transferred to
any Person  if,  following  such  transfer,  such  Person's  direct or  indirect
ownership  of Shares and warrants  and similar  rights to purchase  Shares would
exceed these limits.

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

        (c) The    Trust    shall,    if    deemed     necessary  or   desirable
to    implement    the    provisions    of     this    Section   8.8,    include
on     the      face     or     back     of     each     Share    or     warrant

                                       27
<PAGE>

certificate issued by the Trust an  appropriate  legend  referring the holder of
such certificate to the restrictions contained in this  Section 8.8 and  stating
that the complete text of this Section 8.8 is on file with the  Secretary of the
Trust at the Trust's registered office.

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

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

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

                                   ARTICLE IX
                       LIABILITY OF TRUSTEES, SHAREHOLDERS
                         AND OFFICERS AND OTHER MATTERS

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

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

                                       28
<PAGE>

wanton  misconduct  shall not be liable to any  Person for failure to  discharge
his  obligations  as an  officer,  employee or agent.

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

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

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

                                       29
<PAGE>

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

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

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

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

                                       30
<PAGE>

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

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

                                       31
<PAGE>

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

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

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

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

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

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

     Except as otherwise provided in these Bylaws, the Trust shall not, directly
or indirectly,  engage in any transaction with any Trustee,  officer or employee
of the Trust or any  partner,  officer or  employee  of the  Advisor,  or of any
company or other  organization  of which any of the  foregoing is an  Affiliate,
except for (i) the execution and performance of the agreements and the making of
investments  contemplated  by  Articles  V  and  VI  hereof,  (ii)  transactions
involving   the   purchase  of   Securities   of  the  Trust  by   the   Advisor

                                       32
<PAGE>

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

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

    9.6  Reliance.  The   Trustees   and   officers   may  consult  with counsel
and  the   advice  or   opinion   of  such  counsel  shall be full and  complete
personal protection to all of the Trustees and officers in respect of any action
taken  or  suffered  by them in good faith and in reliance  on or in  accordance
with  such  advice  or  opinion.  In   discharging  their  duties,  Trustees and
officers,    when    acting   in   good   faith,   may   rely   upon   financial

                                       33
<PAGE>

statements of the  Trust represented  to them to be correct by the  president or
the officer of the Trust having charge of its  books of  account,  or  stated in
a written report by an independent certified public accountant fairly to present
the  financial  position  of  the Trust.  The  Trustees  may rely,  and shall be
personally  protected  in acting, upon any instrument or other document believed
by them to be genuine.

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

                                   ARTICLE X
                                 MISCELLANEOUS

    10.1  Reports to Shareholders.

        (a) Within  one  hundred  twenty  (120) days  after  the close  of  each
fiscal year of the Trust or as soon  thereafter  as  practicable,  the  Trustees
shall mail a report of the  business  and  operation  of the Trust  during  such
fiscal year to the Shareholders, which report shall constitute the accounting of
the  Trustees  for such fiscal  year.  The report shall be in such form and have
such content as the  Trustees  deem proper.  The Annual  Report shall  include a
balance sheet and a statement of income and surplus of the Trust. Such financial
statements  shall be prepared in accordance with generally  accepted  accounting
principles and shall be  accompanied  by the report of an independent  certified
public  accountant  thereon.  A manually signed copy of the accountant's  report
shall be filed with the Trustees. The Independent Trustees shall take reasonable
steps to ensure that this requirement is met.

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

   10.2   Notices.    Any     notice     of    meeting    or    other    notice,
communication   or   report   to    any    Shareholder    or    Trustee    shall
be   deemed   duly   delivered   to   such  Shareholder  or  Trustee  when  such
notice,   communication   or  report  is  deposited,  with  postage prepaid,  in

                                       34
<PAGE>


the United States mail,  addressed to such Shareholder or Trustee at his address
as it  appears  on the  records of the Trust,  or is delivered in person to such
Shareholder.

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

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

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

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

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

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

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

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

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

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<PAGE>

    10.9 Conflicting Provisions.

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

        (b) If  any  provision  of   these  Bylaws  shall   be  held  invalid or
unenforceable,  such  invalidity or  unenforceability  shall attach only to such
provision and shall not in any manner affect or render invalid or  unenforceable
any other provision of these Bylaws, and these Bylaws shall be carried out as if
any such invalid or unenforceable provision were not contained herein.

                                   ARTICLE XI
                                   AMENDMENTS

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


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