Exhibit 3.1

                              ARTICLES OF AMENDMENT

                                       TO

                             ARTICLES OF RESTATEMENT

                                       OF

                        U.S. RESTAURANT PROPERTIES, INC.

      U.S. Restaurant Properties, Inc., a Maryland corporation, hereby certifies
to the Maryland State Department of Assessments and Taxation that:

      FIRST:  The charter of the  corporation  is hereby amended as indicated in
Exhibit A attached hereto; and

      SECOND: This amendment of the charter of the corporation has been approved
by the board of directors in  accordance  with  Sections  2-605 and 2-108 of the
Maryland General Corporation Law.

      THIRD:  These Articles of Amendment  shall be effective 9:01 a.m.  Eastern
Standard Time on February 25, 2005.

      We, the undersigned President and Secretary of U.S. Restaurant Properties,
Inc., swear under penalties of perjury that the foregoing is a corporate act.

Dated this 25th day of February, 2005



                                       /s/ Curtis McWilliams
                                       ---------------------------------
                                       Curtis McWilliams
                                       President and Chief Executive Officer


                                       /s/ Steven D. Shackelford
                                       ---------------------------------
                                       Steven D. Shackelford
                                       Secretary



<PAGE>




                                   Exhibit A

                              ARTICLES OF AMENDMENT

                                     TO THE

                             ARTICLES OF RESTATEMENT

                                       OF

                           U.S. RESTAURANT PROPERTIES, INC.

      The text of the proposed amendment is set forth below.

Name Change
------------

      RESOLVED,  that II. Article I of the Corporation's Articles of Restatement
be amended to read as follows:

                                   "ARTICLE I

                                      NAME

      The name of the Corporation (which is hereinafter call the `Corporation')
is:
                           Trustreet Properties, Inc."

Resident Agent Change
----------------------

      RESOLVED,   that  IV.  Article  III  of  the  Corporation's   Articles  of
Restatement be amended to read as follows:

                                  "ARTICLE III

                       PRINCIPAL OFFICE AND RESIDENT AGENT

      The post office address of the principal  office of the Corporation in the
State of Maryland is 300 E. Lombard Street, Baltimore,  Maryland 21202. The name
and address of the resident agent of the Corporation in the State of Maryland is
The  Corporation  Trust   Incorporated.   Said  resident  agent  is  a  Maryland
corporation."



<PAGE>


                              ARTICLES OF AMENDMENT

                                       TO

                             ARTICLES OF RESTATEMENT

                                       OF

                        U.S. RESTAURANT PROPERTIES, INC.

      U.S. Restaurant Properties, Inc., a Maryland corporation, hereby certifies
to the Maryland State Department of Assessments and Taxation that:

      FIRST:  The charter of the  corporation  is hereby amended as indicated in
Exhibit A attached hereto;

      SECOND: This amendment of the charter of the corporation has been approved
by the board of directors in  accordance  with  Sections  2-605 and 2-108 of the
Maryland General Corporation Law; and

      THIRD:  These Articles of Amendment  shall be effective 4:00 p.m.  Eastern
Standard Time on February 24, 2005.

      We, the undersigned President and Secretary of U.S. Restaurant Properties,
Inc., swear under penalties of perjury that the foregoing is a corporate act.

Dated this 24th day of February, 2005.

                                           /s/ Robert J. Stetson
                                           ------------------------------
                                           Robert J. Stetson
                                           President and Chief Executive Officer

                                           /s/ Stacy M. Riffe
                                           ------------------------------
                                           Stacy M. Riffe
                                           Chief Financial Officer and Secretary



<PAGE>



                                    EXHIBIT A

      FIRST:  The  Restated   Articles  of   Incorporation   (the  "Articles  of
Incorporation")  are hereby  amended by striking  out ARTICLE IV in its entirety
and inserting in lieu thereof the following:

                                   ARTICLE IV

                                AUTHORIZED STOCK

            SECTION 4.1 Total Capitalization.  The total number of shares of all
      classes of capital  stock that the  Corporation  has authority to issue is
      Eight Hundred Million (800,000,000) shares,  consisting of (i) One Hundred
      Million  (100,000,000)  shares of  preferred  stock,  par value $0.001 per
      share (the "Preferred  Stock");  (ii) Three Hundred Million  (300,000,000)
      shares of common stock,  par value $0.001 per share (the "Common  Stock");
      and (iii) Four Hundred Million  (400,000,000)  shares of excess stock, par
      value $0.001 per share (the "Excess  Stock").  The  aggregate par value of
      all of the  authorized  shares of all classes of capital  stock having par
      value is Eight Hundred Thousand Dollars ($800,000). The Board of Directors
      may classify any unissued  shares of capital  stock by setting or changing
      in any one or more respects the  preferences,  conversion or other rights,
      voting powers, restrictions,  limitations as to dividends,  qualifications
      or terms or conditions of redemption of such shares of stock.


<PAGE>



                        U.S. RESTAURANT PROPERTIES, INC.

                             ARTICLES OF RESTATEMENT

      U.S.  Restaurant  Properties,  Inc.,  a Maryland  corporation,  having its
principal office in Baltimore, Maryland (the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:

      FIRST:  The  Corporation  desires to restate its Charter as  currently  in
effect  as herein  provided.  The  provisions  set  forth in these  Articles  of
Restatement  are all of the  provisions  of the  Charter of the  Corporation  as
currently in effect.

      SECOND:  The restatement of the Charter has been approved by a majority of
the entire Board of Directors of the Corporation.

      THIRD: The Charter is not amended by these Articles of Restatement.

      FOURTH:  The current address of the principal office of the Corporation in
the State of  Maryland  and the name and  address of the  Corporation's  current
resident  agent are as set forth in the  restated  Charter  of the  Corporation.
There are six (6) directors currently in office, whose names are as follows:

                Robert J. Stetson                Darrel L. Rolph
                Fred H. Margolin                 David K. Rolph
                Gerald H. Graham                 Eugene G. Taper

      FIFTH:  The Charter of the  Corporation is hereby restated in its entirety
to read as follows:

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                        U.S. RESTAURANT PROPERTIES, INC.

                                    ARTICLE I

                                      NAME

          The name of the Corporation (which is hereinafter called the
"Corporation") is:
                        U.S. Restaurant Properties, Inc.



<PAGE>



                                   ARTICLE II

                               PURPOSES AND POWERS

      The  purposes  for which the  Corporation  is formed and the  business and
objects to be carried on and  promoted by it are (i) to engage in any lawful act
or activity (including,  without limitation or obligation,  engaging in business
as a real estate  investment  trust under the Internal  Revenue Code of 1986, as
amended,  or any successor  statute (the "Code")) for which  corporations may be
organized  under the laws of the State of Maryland as now or  hereafter in force
and (ii) to engage in any one or more businesses or transactions,  or to acquire
all or any  portion  of any  entity  engaged  in any one or more  businesses  or
transactions,  which the Board of Directors  may from time to time  authorize or
approve,  whether or not related to the  business  described  elsewhere  in this
Article or to any other  business at the time or  theretofore  engaged in by the
Corporation.  For  purposes  of  these  Articles,  "REIT"  means  a real  estate
investment trust qualifying under Section 856 through 860 of the Code.

      The foregoing  enumerated  purposes and objects shall be in no way limited
or restricted by reference to, or inference  from, the terms of any other clause
of this or any other Article of the charter of the  Corporation,  and each shall
be regarded as  independent;  and they are intended to be and shall be construed
as powers as well as  purposes  and objects of the  Corporation  and shall be in
addition to and not in limitation of the general  powers of  corporations  under
the General Laws of the State of Maryland.

                                   ARTICLE III

                       PRINCIPAL OFFICE AND RESIDENT AGENT

      The post office address of the principal  office of the Corporation in the
State of Maryland is 11 East Chase Street,  Baltimore,  Maryland 21202. The name
and address of the resident agent of the Corporation in the State of Maryland is
The Corporation Trust Incorporated,  32 South Street, Baltimore, Maryland 21202.
Said resident agent is a Maryland corporation.

                                   ARTICLE IV

                                AUTHORIZED STOCK

      Section  4.1.  Total  Capitalization.  The  total  number of shares of all
classes of capital  stock that the  Corporation  has  authority  to issue is One
Hundred Sixty Five Million (165,000,000) shares, consisting of (i) Fifty Million
(50,000,000)  shares of  preferred  stock,  par  value  $0.001  per  share  (the
"Preferred  Stock");  (ii) One Hundred  Million  (100,000,000)  shares of common
stock, par value $0.001 per share (the "Common Stock") and (iii) Fifteen Million
(15,000,000)  shares of excess  stock,  par value  $0.001 per share (the "Excess
Stock").  The aggregate par value of all of the authorized shares of all classes
of capital  stock having par value is One Hundred  Sixty Five  Thousand  Dollars
($165,000).  The Board of Directors  may classify  and  reclassify  any unissued
shares of capital  stock by setting or changing in any one or more  respects the
preferences,   conversion  or  other  rights,   voting   powers,   restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
of such shares of stock.

      Section 4.2.  Preferred Stock. The Preferred Stock may be issued from time
to time in one or more series as authorized by the Board of Directors.  Prior to
the  issuance  of  shares  of each  such  series,  the  Board of  Directors,  by
resolution and set forth in articles  supplementary for such series or otherwise
in the Corporation's  charter,  shall fix the number of shares to be included in
each series,  and the terms,  rights,  restrictions  and  qualifications  of the
shares of each series.  The authority of the Board of Directors  with respect to
each  series  shall  include,  but  not  be  limited  to,  determination  of the
following:

                  (i)  The   designation   of  the  series,   which  may  be  by
distinguishing number, letter or title.

                  (ii) The  dividend  rate on the shares of the series,  if any,
whether any dividends  shall be cumulative and, if so, from which date or dates,
and the relative  rights of priority,  if any, of payment of dividends on shares
of the series.

                  (iii) The  redemption  rights,  including  conditions  and the
price or prices, if any, for shares of the series.

                  (iv)  The  terms  and  amounts  of any  sinking  fund  for the
purchase or redemption of shares of the series.

                  (v) The rights of the shares of the series in the event of any
voluntary or involuntary  liquidation,  dissolution or winding up of the affairs
of the Corporation,  and the relative rights of priority,  if any, of payment of
shares of the series.

                  (vi)  Whether  the shares of the series  shall be  convertible
into  shares  of any  other  class or  series,  or any  other  security,  of the
Corporation  or  any  other  corporation  or  other  entity,  and,  if  so,  the
specification  of such  other  class  or  series  of such  other  security,  the
conversion price or prices or rate or rates, any adjustments  thereof,  the date
or dates on which  such  shares  shall be  convertible  and all other  terms and
conditions upon which such conversion may be made.

                  (vii)  Restrictions  on the  issuance  of  shares  of the same
series or of any other class or series.

                  (viii) The voting rights,  if any, of the holders of shares of
the series.

                  (ix) Any other preferences,  rights,  restrictions,  including
restrictions on  transferability,  and  qualification of shares of such class or
series, not inconsistent with law and the charter of the Corporation.

      Subject to the express  provisions of any other series of Preferred  Stock
then outstanding,  and notwithstanding any other provision of this charter,  the
Board of Directors  may increase or decrease (but not below the number of shares
of such series then  outstanding) the number of shares, or alter the designation
or  classify  or  reclassify  any  unissued  shares  of a  particular  series of
Preferred  Stock, by fixing or altering,  in one or more respects,  from time to
time  before  issuing  the  shares,   the  terms,   rights,   restrictions   and
qualifications of the shares of any such series of Preferred Stock.

         Section 4.3. Common Stock.
                      ------------

        (A) Common Stock Subject to Terms of Preferred  Stock.  The Common Stock
shall be subject to the express terms of any series of Preferred Stock.

        (B)  Dividend  Rights.   Subject  to  the  provisions  of  law  and  any
preferences  of any series of Preferred  Stock,  the holders of shares of Common
Stock  shall be  entitled to receive  such  dividends  as may be declared by the
Board of Directors of the Corporation out of funds legally available therefor.

        (C)  Rights  Upon  Liquidation.   In  the  event  of  any  voluntary  or
involuntary  liquidation,  dissolution  or  winding up of the  Corporation,  the
aggregate  assets  available for distribution to holders of shares of the Common
Stock shall be determined in accordance  with applicable law. Except as provided
below as a consequence of the limitations on  distributions to holders of shares
of Excess  Stock,  each  holder of shares of Common  Stock  shall be entitled to
receive,  ratably  with (i) each other holder of shares of Common Stock and (ii)
each  holder  of Excess  Stock  resulting  from the  exchange  of  Common  Stock
(pursuant  to  Article  VII  hereof),  that  portion  of such  aggregate  assets
available for  distribution  as the number of shares of the  outstanding  Common
Stock held by such  holder  bears to the total  number of shares of  outstanding
Common  Stock and Excess  Stock  resulting  from the  exchange  of Common  Stock
(pursuant  to Article  VII  hereof)  then  outstanding.  Anything  herein to the
contrary  notwithstanding,  in no event shall the amount  payable to a holder of
shares of Excess  Stock  exceed (i) the price per share such holder paid for the
Common  Stock in the  purported  Transfer  or  Acquisition  (as those  terms are
defined  in  Section  7.1  hereof)  or  change  in  capital  structure  or other
transaction or event that resulted in the Excess Stock or (ii) if the holder did
not give full value for such Excess  Stock (as through a gift, a devise or other
event or  transaction) a price per share equal to the Market Price (as that term
is defined in Section 7.1 hereof) for the shares of the Common Stock on the date
of the purported  Transfer,  Acquisition,  change in capital  structure or other
transaction  or event that resulted in such Excess Stock.  Any amount  available
for distribution in excess of the foregoing limitations shall be paid ratably to
the  holders  of shares  of Common  Stock  and  other  holders  of Excess  Stock
resulting  from the  exchange  of Common  Stock to the extent  permitted  by the
foregoing limitations.

        (D)  Voting  Rights.  Except as may be  provided  in this  charter,  and
subject to the express  terms of any series of Preferred  Stock,  the holders of
shares of the Common Stock shall have the exclusive right to vote on all matters
(as to  which a  common  stockholder  shall  be  entitled  to vote  pursuant  to
applicable  law) at all meetings of the  stockholders  of the  Corporation,  and
shall be entitled to one (1) vote for each share of the Common Stock entitled to
vote at such meeting.  Shares of Common Stock shall not have  cumulative  voting
rights.

        (E)  Conversion  to  Excess  Stock.   Each  share  of  Common  Stock  is
convertible into Excess Stock as provided in Article VII hereof.

        Section 4.4. Excess Stock. A description of the preferences,  conversion
and other rights,  voting  powers,  restrictions,  limitations  as to dividends,
qualifications and terms and conditions of redemption of the Excess Stock of the
Corporation is set forth in Article VII hereof and Section 4.3(C) hereof.

        Section 4.5.  Rank of Future Series of Capital  Stock.  For the purposes
hereof  and of any  articles  supplementary  to the  charter  providing  for the
classification  or  reclassification  of any shares of  capital  stock or of any
other charter document of the Corporation (unless otherwise provided in any such
articles or document),  any class or series of stock of the Corporation shall be
deemed to rank:

        (A) prior to  another  class or series  either as to  dividends  or upon
liquidation,  if the  holders of such class or series  shall be  entitled to the
receipt of dividends or of amounts distributable on liquidation,  dissolution or
winding  up, as the case may be, in  preference  or  priority to holders of such
other class or series;

        (B) on a parity with another  class or series  either as to dividends or
upon  liquidation,  whether or not the dividend rates,  divided payment dates or
redemption or  liquidation  price per share  thereof be different  from those of
such  others,  if the holders of such class or series of stock shall be entitled
to receipt of dividends or amounts  distributable upon liquidation,  dissolution
or winding up, as the case may be, in  proportion to their  respective  dividend
rates or redemption or liquidation  prices,  without preference or priority over
the  holders of such other class or series;  and

        (C) junior to another  class or series  either as to  dividends  or upon
liquidation,  if the  rights of the  holders  of such  class or series  shall be
subject  or  subordinate  to the rights of the  holders  of such other  class or
series in respect of the receipt of dividends or the amounts  distributable upon
liquidation, dissolution or winding up, as the case may be.

        Section  4.6.  Issuance  of  Rights  to  Purchase  Securities  and Other
Property. Subject to the rights of the holders of any series of Preferred Stock,
the Board of  Directors  is hereby  authorized  to create and to  authorize  and
direct  the  issuance  (on  either  a pro rata or  non-pro  rata  basis)  by the
Corporation of rights,  options or warrants for the purchase of shares of Equity
Stock (as that term is defined in Section 7.1 hereof) of the Corporation,  other
securities of the Corporation or shares or other  securities of any successor in
interest of the Corporation (a "Successor"),  at such times, in such amounts, to
such  persons,  for such  consideration  (if any),  with  such form and  content
(including  without  limitation the consideration for which any shares of Equity
Stock of the  Corporation,  other  securities of the  Corporation,  or shares or
other  securities  of any  Successor  are to be issued)  and upon such terms and
conditions  as it  may,  from  time  to  time,  determine,  subject  only to the
restrictions,  limitations,  conditions and requirements imposed by the terms of
the  Maryland  General  Corporation  Law as in  effect  from time to time or any
successor statute thereto (the "MGCL"),  other applicable laws and this charter.
Without limiting the generality of the foregoing,  the authority  granted hereby
includes  the  authority  to adopt a "rights  plan" or similar  plan that treats
stockholders in a discriminatory  or non pro rata manner,  based upon the number
of shares owned thereby or otherwise.

                                    ARTICLE V

                               BOARD OF DIRECTORS

        Section 5.1. General.  The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors.

        Section  5.2.  Number  of  Directors.  The  number  of  directors  shall
initially be two (2), which number may be increased or decreased pursuant to the
Bylaws of the Corporation, but shall not be less than the number required by the
MGCL.  Subject to the foregoing and to the express  rights of the holders of any
series  of  Preferred  Stock  to  elect  additional  directors  under  specified
circumstances,  the number of directors of the Corporation shall be fixed by the
Bylaws of the Corporation and may be increased or decreased from time to time in
such a manner as may be prescribed  by the Bylaws,  but shall never be less than
the minimum number permitted by the MGCL now or hereafter in force.

        Section  5.3.  Vacancies.  Subject to the  rights of the  holders of any
class of Preferred Stock then outstanding, newly created directorships resulting
from any increase in the authorized  number of directors or any vacancies on the
Board   of   Directors   resulting   from   death,   resignation,    retirement,
disqualification,  removal  from  office,  or other  cause  shall be filled by a
majority vote of the stockholders or the directors then in office. A director so
chosen by the  stockholders  shall hold  office for the balance of the term then
remaining.  A director so chosen by the  remaining  directors  shall hold office
until the next annual meeting of  stockholders,  at which time the  stockholders
shall  elect a  director  to  hold  office  for the  balance  of the  term  then
remaining.  No decrease  in the number of  directors  constituting  the Board of
Directors shall affect the tenure of office of any director.

                                   ARTICLE VI

                MATTERS RELATING TO THE POWERS OF THE CORPORATION
                       AND ITS DIRECTORS AND STOCKHOLDERS

        The following provisions are hereby adopted for the purpose of defining,
limiting and regulating the powers of the  Corporation  and of the directors and
stockholders thereof:

        Section  6.1.  Authority  as to  Bylaws.  Except as  otherwise  provided
herein, in furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly  authorized to make, alter,  amend or repeal
the Bylaws of the  Corporation and the  Corporation  may, in its Bylaws,  confer
powers  on the Board of  Directors  in  addition  to those  contained  herein or
conferred by applicable law. Notwithstanding any other provision of this charter
or the Bylaws of the Corporation (and  notwithstanding the fact that some lesser
percentage  may be  specified by law),  the Bylaws shall not be made,  repealed,
amended or rescinded by the  stockholders of the Corporation  except by the vote
of the holders of not less than two thirds of the outstanding  shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the stockholders
for that purpose (provided that such notice of such proposed  adoption,  repeal,
alteration,  amendment or rescission is included in the notice of such meeting),
or, as set forth above, by the Board of Directors.

        Section 6.2. Authority as to Stock Issuances. The Board of Directors may
authorize the  issuance,  from time to time, of shares of its stock of any class
or series,  whether now or hereafter authorized,  or securities convertible into
shares  now or  hereafter  authorized,  for such  consideration  as the Board of
Directors  may deem  advisable,  and  without  any  action by the  stockholders,
subject to such restrictions or limitations, if any, as may be set forth in this
charter  or the  Bylaws  of the  Corporation  or in the  laws  of the  State  of
Maryland.

        Section 6.3.  Manner of  Election.  Unless and except to the extent that
the Bylaws of the Corporation shall so require, the election of directors of the
Corporation need not be by written ballot.

        Section 6.4. Removal of Directors.  Subject to the rights of the holders
of any series of Preferred Stock to elect  additional  directors (or remove such
additional directors, once elected) under specified circumstances,  any director
may be removed  from office only for cause and only by the  affirmative  vote of
the  holders  of two  thirds of the  then-outstanding  shares  of  Equity  Stock
entitled to vote  generally in the election of directors  (the "Voting  Stock"),
voting together as a single class. "Cause," for purposes of this charter,  shall
mean acts or omissions constituting active and deliberate dishonesty established
by a final judgment or actual receipt of an improper benefit or profit in money,
property or services.

        Section 6.5. Determinations by Board. The determination as to any of the
following  matters,  made in good faith by or pursuant to the  direction  of the
Board of Directors  consistent  with the charter of the  Corporation  and in the
absence of actual receipt of an improper benefit in money,  property or services
or active and deliberate  dishonesty  established by a court, shall be final and
conclusive and shall be binding upon the  Corporation and every holder of shares
of its stock: (i) the amount of the net income of the Corporation for any period
and the  amount of assets  at any time  legally  available  for the  payment  of
dividends,  redemption of its stock or the payment of other distributions on its
stock; (ii) the amount of paid-in surplus, net assets, other surplus,  annual or
other net profit,  net assets in excess of capital,  undivided profits or excess
of profits over losses on sales of assets;  (iii) the amount,  purpose,  time of
creation,  increase or decrease,  alteration or  cancellation of any reserves or
charges and the propriety  thereof  (whether or not any  obligation or liability
for  which  such  reserves  shall  have  been  created  shall  have been paid or
discharged); (iv) the fair value, or any sale, bid or asked priced to be applied
in determining  the fair value,  of any asset owned or held by the  Corporation;
(v) any matters  relating to the  acquisition,  holding and  disposition  of any
assets by the  Corporation;  and (vi)  whether and to what extent and what times
and places and under what  conditions and  regulations  the books,  accounts and
documents of the Corporation, or any of them, shall be open to the inspection of
stockholders,  except as  otherwise  provided by statute or by the Bylaws,  and,
except as so provided,  no stockholder shall have any right to inspect any book,
account or document of the Corporation  unless authorized so to do by resolution
of the Board of Directors.

        Section 6.6. Reserved Powers of Board. The enumeration and definition of
particular powers of the Board of Directors included in this Article VI shall in
no way be limited or restricted  by reference to or inference  from the terms of
any  other  clause  of  this  or  any  other  provision  of the  charter  of the
Corporation,  or  construed or deemed by inference or otherwise in any manner to
exclude or limit the powers conferred upon the Board of Directors under the laws
of the State of Maryland as now or hereafter in force.

        Section 6.7. REIT  Qualification.  The Board of Directors  shall use its
best efforts to cause the Corporation  and its  stockholders to qualify for U.S.
federal  income tax  treatment in  accordance  with the  provisions  of the Code
applicable to a REIT. In furtherance  of the  foregoing,  the Board of Directors
shall use its best efforts to take such actions as are  necessary,  and may take
such  actions as it deems  desirable  (in its sole  discretion)  to preserve the
status of the Corporation as a REIT; provided,  however,  that in the event that
the Board of Directors determines, in its sole discretion,  that it is no longer
in the best  interests  of the  Corporation  to qualify as a REIT,  the Board of
Directors  may revoke or otherwise  terminate  the  Corporation's  REIT election
pursuant to Section 856(g) of the Code.

        Section  6.8.   Advisor   Agreements.   Subject  to  such   approval  of
stockholders and other conditions,  if any, as may be required by any applicable
statute, rule or regulation,  the Board of Directors may authorize the execution
and  performance by the  Corporation of one or more  agreements with any person,
corporation,  association,  company, trust,  partnership (limited or general) or
other organization whereby,  subject to the supervision and control of the Board
of Directors, any such other person, corporation,  association,  company, trust,
partnership  (limited  or general) or other  organization  shall  render or make
available to the  Corporation  managerial,  investment,  advisory and/or related
services,  office space and other services and facilities (including,  if deemed
advisable  by the Board of  Directors,  the  management  or  supervision  of the
investments  of the  Corporation)  upon  such  terms  and  conditions  as may be
provided  in such  agreement  or  agreements  (including,  if  deemed  fair  and
equitable by the Board of Directors,  the compensation payable thereunder by the
Corporation).

        Section 6.9.  Related  Party  Transactions.  Without  limiting any other
procedures  available  by law or  otherwise  to the  Corporation,  the  Board of
Directors may authorize any agreement of the character described in this Section
6.9 or other  transaction with any person,  corporation,  association,  company,
trust,  partnership (limited or general) or other organization,  although one or
more of the directors or officers of the  Corporation may be a party to any such
agreement or an officer,  director,  stockholder  or member of such other party,
and no such  agreement or  transaction  shall be invalidated or rendered void or
voidable  solely by  reason of the  existence  of any such  relationship  if the
existence is disclosed or known to (i) the Board of Directors,  and the contract
or  transaction  is  approved  by the  affirmative  vote  of a  majority  of the
disinterested  directors,  even if they  constitute  less  than a quorum  of the
Board;  or  (ii)  the  stockholders  entitled  to  vote,  and  the  contract  or
transaction is approved or ratified by the affirmative vote of a majority of the
Voting Stock other than the votes of shares owned of record or  beneficially  by
the  interested  officer,  director or  corporation,  firm or other entity.  Any
director of the  Corporation  who is also a director,  officer,  stockholder  or
member of such other  entity may be counted in  determining  the  existence of a
quorum at any meeting of the Board of Directors considering such matter.

        Section 6.10. No Cumulative Rights.  Except as may be expressly provided
with  respect to any class or series of  Preferred  Stock,  stockholders  of the
Corporation  shall  not  have  cumulative  voting  rights  in  the  election  of
directors.

         Section 6.11. No Preemptive Rights. Except as may be expressly provided
with respect to any class or series of Preferred Stock, no holders of stock of
the Corporation, of whatever class or series, shall have any preemptive right to
subscribe for the purchase of any shares of stock of any class or series or for
the purchase of any securities convertible into shares of stock of any class or
series of the Corporation other than such rights, if any, as the Board of
Directors, in its sole discretion, may determine, and for such consideration as
the Board of Directors, in its sole discretion, may fix; and except as may be
expressly provided with respect to any class or series of Preferred Stock, any
shares of stock of any class or series of convertible securities which the Board
of Directors may determine to offer for subscription to the holders of stock
may, as the Board of Directors shall determine in its sole discretion, be
offered to holders of any then-existing class, classes or series of stock or
other securities to the exclusion of holders of any or all other then-existing
classes or series of securities.

        Section  6.12.  Consideration  of All  Relevant  Factors.  The  Board of
Directors  shall,  in  connection  with the  exercise of its  business  judgment
involving  a  Business   Combination  (as  defined  in  Section  3  601  of  the
Corporations and Associations  Article of the Annotated Code of Maryland) or any
actual or proposed transaction which would or may involve a change in control of
the Corporation (whether by purchases of shares of stock or any other securities
of the  Corporation  in the open market,  or otherwise,  tender  offer,  merger,
consolidation, dissolution, liquidation, sale of all or substantially all of the
assets of the Corporation, proxy solicitation or otherwise), in determining what
is in the best interests of the Corporation and its  stockholders  and in making
any  recommendation to its stockholders,  give due consideration to all relevant
factors,  including,  but not limited to (A) the economic effect, both immediate
and long term, upon the Corporation's stockholders,  including stockholders,  if
any,  who do not  participate  in the  transaction;  (B) the social and economic
effect on the employees,  customers of, and others dealing with, the Corporation
and its  subsidiaries  and on the  communities in which the  Corporation and its
subsidiaries  operate or are  located;  (C) whether the  proposal is  acceptable
based on the historical and current operating results or financial  condition of
the  Corporation;  (D) whether a more favorable  price could be obtained for the
Corporation's  stock or other  securities in the future;  (E) the reputation and
business  practices of the offeror and its  management  and  affiliates  as they
would affect the  employees of the  Corporation  and its  subsidiaries;  (F) the
future value of the stock or any other  securities of the  Corporation;  (G) any
antitrust or other legal and regulatory  issues that are raised by the proposal;
and (H) the  business and  financial  condition  and  earnings  prospects of the
acquiring  person or entity,  including,  but not limited  to, debt  service and
other existing financial  obligations,  financial  obligations to be incurred in
connection with the acquisition,  and other likely financial  obligations of the
acquiring  person or  entity.  If the  Board of  Directors  determines  that any
proposed  Business  Combination (as defined in Section 3 601 of the Corporations
and  Associations  Article  of the  Annotated  Code of  Maryland)  or  actual or
proposed  transaction  which  would or may  involve a change in  control  of the
Corporation  should be  rejected,  it may take any lawful  action to defeat such
transaction,  including,  but  not  limited  to,  any or  all of the  following:
advising stockholders not to accept the proposal; instituting litigation against
the  party  making  the  proposal;   filing  complaints  with  governmental  and
regulatory  authorities;  acquiring  the stock or any of the  securities  of the
Corporation;  selling or otherwise issuing  authorized but unissued stock, other
securities  or granting  options or rights  with  respect  thereto;  acquiring a
company to create an antitrust or other regulatory  problem for the party making
the proposal;  and obtaining a more favorable  offer from another  individual or
entity.

        Section 6.13. Stockholder Proposals.  For any stockholder proposal to be
presented  in  connection   with  an  annual  meeting  of  stockholders  of  the
Corporation,  including any proposal relating to the nomination of a director to
be elected to the Board of Directors of the Corporation,  the stockholders  must
have given  timely  written  notice  thereof in writing to the  Secretary of the
Corporation in the manner and containing the information required by the Bylaws.
Stockholder  proposals to be presented in connection  with a special  meeting of
stockholders will be presented by the Corporation only to the extent required by
Section 2 502 of the Corporations and Associations Article of the Annotated Code
of Maryland.

        Section  6.14.  Required  Vote.  Notwithstanding  any  provision  of law
requiring  the  authorization  of any  action  by a  greater  proportion  than a
majority of the total number of shares of all classes of capital stock or of the
total number of shares of any class of capital stock, such action shall be valid
and effective if authorized by the affirmative vote of the holders of a majority
of the total  number of shares of all classes  outstanding  and entitled to vote
thereon, except as otherwise provided in this charter.

                                   ARTICLE VII

                RESTRICTIONS ON OWNERSHIP, TRANSFER, ACQUISITION
                            AND REDEMPTION OF SHARES

        Section 7.1.  Definitions.  For purposes of this charter,  the following
terms shall have the following meanings:

        "Acquire"  shall  mean  the  acquisition  of  Beneficial   Ownership  or
Constructive  Ownership  of  shares  of Equity  Stock by any  means,  including,
without  limitation,  the  exercise  of any rights  under any  option,  warrant,
convertible  security,  pledge or other  security  interest or similar  right to
acquire shares, but shall not include the acquisition of any such rights unless,
as a result, the acquirer would be considered a Beneficial Owner or Constructive
Owner. The terms "Acquires" and "Acquisition" shall have correlative meanings.

        "Beneficial Ownership" shall mean ownership of shares of Equity Stock by
an  individual  who would be treated as an owner of such  shares  under  Section
542(a)(2) of the Code, either directly or constructively through the application
of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. For
purposes  of this  definition,  the term  "individual"  also shall  include  any
organization,  trust  or other  entity  that is  treated  as an  individual  for
purposes  of  Section  542(a)(2)  of the  Code.  The terms  "Beneficial  Owner,"
"Beneficially  Own,"  "Beneficially  Owns" and  "Beneficially  Owned" shall have
correlative meanings.

        "Beneficiary"  shall  mean,  with  respect  to any  Trust,  one or  more
organizations  described  in each of Section  170(b)(1)(A)  (other than  clauses
(vii) or (viii) thereof) and Section 170(c)(2) of the Code that are named by the
Corporation as the  beneficiary or  beneficiaries  of such Trust,  in accordance
with the provisions of Section 7.2(G) hereof.

        "Board  of  Directors"   shall  mean  the  Board  of  Directors  of  the
Corporation.

        "Bylaws"  shall mean the Bylaws of the  Corporation,  as the same are in
effect  from time to time.

        "Closing  Price" on any day shall mean the last sale price,  regular way
on such day,  or, if no such sale takes  place on that day,  the  average of the
closing  bid and asked  prices,  regular  way, in either case as reported on the
principal  consolidated  transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange, or if the affected
class or series of Equity  Stock is not so listed or  admitted  to  trading,  as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national  securities  exchange  (including
the National  Market System of the National  Association of Securities  Dealers,
Inc. Automated Quotation System) on which the affected class or series of Equity
Stock is listed or admitted to trading  or, if the  affected  class or series of
Equity Stock is not so listed or admitted to trading,  the last quoted price or,
if not  quoted,  the  average  of the  high  bid and  low  asked  prices  in the
over-the-counter  market, as reported by the National  Association of Securities
Dealers, Inc. Automated Quotation System or, if such system is no longer in use,
the principal  automated  quotation system then in use or, if the affected class
or series of Equity  Stock is not so quoted by any such  system,  the average of
the closing bid and asked  prices as furnished  by a  professional  market maker
selected  by the Board of  Directors  making a market in the  affected  class or
series of Equity  Stock,  or, if there is no such market  maker or such  closing
prices otherwise are not available,  the fair market value of the affected class
or  series  of  Equity  Stock as of such  day,  as  determined  by the  Board of
Directors in its discretion.

        "Code"  shall mean the Internal  Revenue  Code of 1986,  as amended from
time to time, or any successor  statute  thereto.  Reference to any provision of
the Code shall mean such  provision as in effect from time to time,  as the same
may be amended,  and any successor  provision  thereto,  as  interpreted  by any
applicable regulations as in effect from time to time.

        "Common Stock Ownership Limit" shall mean 9.8% of the outstanding shares
of Common Stock of the  Corporation,  subject to adjustment  pursuant to Section
7.10 hereof.

        "Constructive  Ownership" shall mean ownership of shares of Equity Stock
by a Person who would be treated as an owner of such shares,  either actually or
constructively,  directly or indirectly,  through the application of Section 318
of the Code, as modified by Section 856(d)(5) thereof.  The terms  "Constructive
Owner,"  "Constructively Own," "Constructively Owns" and "Constructively  Owned"
shall have correlative meanings.

        "Equity Stock" shall mean collectively  stock of the Corporation that is
either  Common Stock or  Preferred  Stock.

        "Excess Stock" shall mean shares of Equity Stock  Beneficially  Owned by
any  Person in  excess  of the  Ownership  Limit or in  violation  of any of the
restrictions  described  in  paragraphs  (B),  (C),  (D) and (E) of Section  7.2
hereof.

        "Existing   Holder"  shall  mean  QSV   Properties,   Inc.,  a  Delaware
corporation, and its successors and assigns.

        "Existing  Holder Limit" shall mean 12% of the outstanding  Common Stock
of the Corporation,  subject to adjustment pursuant to Section 7.9 hereof and to
the  limitations   contained  in  Section  7.11  hereof.  For  purposes  of  the
application of the Existing Holder Limit, the Existing Holder shall be deemed to
own the sum of (A) the Common Stock Beneficially  Owned or Constructively  Owned
by the  Existing  Holder  and (B) the Common  Stock the  Existing  Holder  would
Beneficially Own or  Constructively  Own upon exercise of any conversion  right,
option or other right (without  regard to any temporal or other  restrictions on
the exercise thereof) to directly or indirectly Acquire Beneficial  Ownership or
Constructive Ownership of Common Stock. For purposes of determining the Existing
Holder Limit, the shares of Common Stock  outstanding shall be deemed to include
the maximum number of shares that the Existing Holder may  Beneficially  Own and
Constructively  Own  pursuant  to any  conversion  right,  option or other right
(without regard to any temporal or other  restrictions on the exercise thereof).
From  the date of the  Initial  Public  Offering  and  prior to the  Restriction
Termination  Date,  the  Secretary of the  Corporation,  or such other person as
shall be designated by the Board of Directors, shall maintain and, upon request,
make  available to the  Existing  Holder or the Board of  Directors,  a schedule
which sets forth the then-current Existing Holder Limit.

        "Initial  Public  Offering" shall mean the closing of the sale of shares
of Common  Stock  pursuant to the  Corporation's  first  effective  registration
statement  for such Common  Stock,  filed under the  Securities  Act of 1933, as
amended.

        "Market  Price" on any day shall mean the average of the Closing  Prices
for the ten (10)  consecutive  Trading Days  immediately  preceding such day (or
those days during such 10-day period for which Closing Prices are available).

        "Non  Transfer  Event"  shall  mean an  event  (other  than a  purported
Transfer)  that would cause (A) any Person (other than the Existing  Holder with
respect to Common Stock) to Beneficially Own or Constructively  Own Equity Stock
in excess of the Ownership Limit or (B) the Existing Holder to Beneficially  Own
or  Constructively  Own Common  Stock in excess of the  Existing  Holder  Limit,
including,  but not limited to, the granting of any option or entering  into any
agreement for the Transfer or other  disposition of Equity Stock or the Transfer
or  other   disposition  of  any  securities  or  rights   convertible  into  or
exchangeable for Equity Stock.

        "Ownership  Limit"  shall mean the Common Stock  Ownership  Limit or the
Preferred Stock Ownership Limit, or both, as the context may require.

        "Permitted  Transferee"  shall mean any Person designated as a Permitted
Transferee in accordance with the provisions of Section 7.13 hereof.

        "Person" shall mean an  individual,  corporation,  partnership,  estate,
trust  (including a trust  qualified  under Section  401(a) or 501(c)(17) of the
Code), a portion of a trust  permanently set aside for or to be used exclusively
for the purposes described in Section 642(c) of the Code,  association,  private
foundation within the meaning of Section 509(a) of the Code, joint stock company
or  other  entity,  or a group  as that  term is used for  purposes  of  Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.

        "Preferred  Stock  Ownership  Limit" shall mean 9.8% of the  outstanding
shares of a particular series of Preferred Stock of the Corporation,  subject to
adjustment pursuant to Section 7.10 hereof.

        "Prohibited Owner" shall mean, with respect to any purported Transfer or
Non Transfer  Event,  any Person who, but for the provisions of Section  7.2(B),
(C), (D) or (E) hereof would own record title to the shares of Equity Stock.

        "Restriction  Termination  Date" shall mean the first day after the date
of the Initial Public  Offering on which the Board of Directors  determines that
it is no  longer  in the  best  interests  of the  Corporation  to  attempt,  or
continue, to qualify as a REIT.

        "Trading  Day"  shall  mean  a  day  on  which  the  principal  national
securities  exchange on which the  affected  class or series of Equity  Stock is
listed or admitted to trading is open for the transaction of business or, if the
affected  class or series of Equity  Stock is not listed or admitted to trading,
shall mean any day other than a Saturday,  Sunday or other day on which  banking
institutions  in the  State of  Texas  are  authorized  or  obligated  by law or
executive order to close.

        "Transfer"  shall  mean  any  sale,   transfer,   gift,   hypothecation,
assignment,  devise or other  disposition  of a direct or  indirect  interest in
Equity  Stock  or the  right  to vote  or  receive  dividends  on  Equity  Stock
(including  (A) the granting of any option  (including  any option to acquire an
option or any series of such  options) or entering  into any  agreement  for the
sale,  transfer  or other  disposition  of Equity  Stock or the right to vote or
receive dividends on Equity Stock or (B) the sale, transfer, assignment or other
disposition of any securities or rights  convertible  into or  exchangeable  for
Equity Stock (including the exchange rights ("Exchange Rights"), if any, granted
under each of the Third Amended and Restated Agreement of Limited Partnership of
U.S.  Restaurant  Properties Master L.P., as the same may be amended or restated
from time to time,  and the Third  Amended  and  Restated  Agreement  of Limited
Partnership of U.S.  Restaurant  Properties  Operating  L.P., as the same may be
amended  or  restated  from  time  to  time   (collectively,   the  "Partnership
Agreements"),  to the limited  partners  thereunder,  to acquire  Common Stock),
whether voluntary or involuntary, of record, constructively or beneficially, and
whether by operation of law or otherwise.  The terms "Transfers,"  "Transferred"
and "Transferable" shall have correlative meanings.

        "Trust" shall mean the trust created pursuant to Section 7.2(G).

        Section 7.2. Ownership and Transfer Limitations.

        (A) Except as provided in Sections 7.8 and 7.17 hereof, from the date of
the Initial Public Offering and prior to the Restriction  Termination  Date, (i)
no  Person  (other  than  the  Existing   Holder)  shall   Beneficially  Own  or
Constructively  Own  shares  of  Common  Stock in  excess  of the  Common  Stock
Ownership   Limit;   (ii)  the  Existing   Holder  shall  not   Beneficially  or
Constructively  Own  shares of Common  Stock in  excess of the  Existing  Holder
Limit; and (ii) no Person shall Beneficially Own or Constructively Own shares of
any series of Preferred Stock in excess of the Preferred Stock Ownership Limit.

        (B) Except as provided in Sections 7.8 and 7.17 hereof, from the date of
the Initial Public Offering and prior to the Restriction  Termination  Date, any
Transfer,  Acquisition,  change in the capital  structure of the  Corporation or
other  purported  change in Beneficial  Ownership or  Constructive  Ownership of
Equity Stock or other event or transaction  that, if effective,  would result in
(i) any Person  (other than the Existing  Holder with  respect to Common  Stock)
Beneficially  Owning  or  Constructively  Owning  Equity  Stock in excess of the
applicable  Ownership Limit or (ii) the Existing Holder  Beneficially  Owning or
Constructively  Owning Common Stock in excess of the Existing Holder Limit shall
be void  ab  initio  as to the  Transfer,  Acquisition,  change  in the  capital
structure of the Corporation or other purported  change in Beneficial  Ownership
or  Constructive  Ownership or other event or  transaction  with respect to that
number of shares of Equity Stock which would otherwise be Beneficially  Owned or
Constructively Owned by such Person in excess of the applicable Ownership Limit,
and the intended transferee, shall acquire no rights in such number of shares of
Equity Stock.

        (C) Except as provided in Sections 7.8 and 7.17 hereof, from the date of
the Initial Public Offering and prior to the Restriction  Termination  Date, any
Transfer,  Acquisition,  change in the capital  structure of the  Corporation or
other  purported  change  in  Beneficial  Ownership  or  Constructive  Ownership
(including  actual  ownership)  of  shares  of  Equity  Stock or other  event or
transaction that, if effective,  would result in the Equity Stock being actually
owned by fewer than 100 Persons  (determined  without  reference to any rules of
attribution) shall be void ab initio as to the Transfer,  Acquisition, change in
the capital structure of the Corporation or other purported change in Beneficial
Ownership or Constructive  Ownership (including actual ownership) or other event
or  transaction  with  respect to that  number of shares of Equity  Stock  which
otherwise  would be owned by the  transferee,  and the  intended  transferee  or
subsequent  owner  (including a Beneficial  Owner or  Constructive  Owner) shall
acquire no rights in such number of shares of Equity Stock.

        (D) Except as provided in Sections 7.8 and 7.17 hereof, from the date of
the Initial Public Offering and prior to the Restriction  Termination  Date, any
Transfer,  Acquisition,  change in the capital  structure of the  Corporation or
other  purported  change in Beneficial  Ownership or  Constructive  Ownership of
shares of Equity Stock or other event or transaction  that, if effective,  would
cause the  Corporation  to fail to qualify as a REIT by reason of being "closely
held" within the meaning of Section 856(h) of the Code or otherwise, directly or
indirectly,  would cause the  Corporation  to fail to qualify as a REIT shall be
void ab initio as to the Transfer,  Acquisition, change in the capital structure
of the  Corporation  or  other  purported  change  in  Beneficial  Ownership  or
Constructive Ownership or other event or transaction with respect to that number
of shares of Equity Stock which would cause the Corporation to be "closely held"
within the  meaning  of Section  856(h) of the Code or  otherwise,  directly  or
indirectly,  would cause the  Corporation  to fail to qualify as a REIT, and the
intended  transferee  shall acquire no rights in such number of shares of Equity
Stock.

        (E) Except as provided in Sections 7.8 and 7.17 hereof, from the date of
the Initial Public Offering and prior to the Restriction  Termination  Date, any
Transfer,  Acquisition,  change in capital structure of the Corporation or other
purported change in Beneficial Ownership or Constructive  Ownership of shares of
Equity Stock or other event or transaction  that, if effective,  would (i) cause
the Corporation to own (directly or Constructively) 10% or more of the ownership
interests in a tenant of the Corporation's real property,  within the meaning of
Section  856(d)(2)(B)  of the Code and (ii)  cause  the  Corporation  to fail to
satisfy  any of the gross  income  requirements  of Section  856(c) of the Code,
shall be void ab  initio as to the  Transfer,  Acquisition,  change  in  capital
Structure of the Corporation or other purported  change in Beneficial  Ownership
or  Constructive  Ownership or other event or  transaction  with respect to that
number of shares  of Equity  Stock  which  would  cause the  Corporation  to own
(directly or Constructively)  10% or more of the ownership interests in a tenant
of the Corporation's real property,  within the meaning of Section  856(d)(2)(B)
of the Code,  and the intended  transferee  shall  acquire any no rights in such
number of shares of Equity Stock.

        (F) It is expressly  intended  that the  restrictions  on ownership  and
transfer  described  in this  Section  7.2 shall apply to the  Exchange  Rights.
Notwithstanding  any of the  provisions  of the  Partnership  Agreements  to the
contrary, a partner of U.S. Restaurant Properties Master L.P. or U.S. Restaurant
Properties  Operating  L.P.  shall not be  entitled  to effect an exchange of an
interest in U.S. Restaurant Properties Master L.P. or U.S. Restaurant Properties
Operating  L.P.  into  shares of Common  Stock if the  Beneficial  Ownership  or
Constructive  Ownership of such shares of Common Stock would be prohibited under
the provisions of this Section 7.2.

        (G) (i) If,  notwithstanding  the  other  provisions  contained  in this
Article  VII,  from the date of the  Initial  Public  Offering  and prior to the
Restriction Termination Date, there is a purported Transfer, Acquisition, change
in capital  structure of the  Corporation,  other purported change in Beneficial
Ownership or Constructive  Ownership of shares of Equity Stock or other event or
transaction  such that (a) any  Person  (other  than the  Existing  Holder  with
respect to Common Stock) would either  Beneficially  Own or  Constructively  Own
Equity Stock in excess of the Ownership  Limit or (b) the Existing  Holder would
Beneficially  Own or  Constructively  Own Common Stock in excess of the Existing
Holder Limit,  then,  (x) except as otherwise  provided in Sections 7.8 and 7.17
hereof, the purported  transferee shall acquire no right or interest (or, in the
case of a Non  Transfer  Event,  the person  holding  record title to the Equity
Stock  Beneficially  Owned or  Constructively  Owned by such Beneficial Owner or
Constructive  Owner, shall cease to own any right or interest) in such number of
shares of Equity Stock which would cause such  Beneficial  Owner or Constructive
Owner to Beneficially Own or Constructively Own shares of Equity Stock in excess
of the Ownership  Limit or the Existing  Holder Limit,  as applicable,  (y) such
number  of  shares of  Equity  Stock in  excess  of the  Ownership  Limit or the
Existing  Holder Limit,  as applicable  (rounded up to the nearest whole share),
shall be designated as Excess Stock and, in  accordance  with the  provisions of
Section  7.13  hereof,  transferred  automatically  and by operation of law to a
trustee (the  "Trustee") in its capacity as Trustee of a trust (the "Trust") for
the  benefit of one or more  Beneficiaries  to be held in  accordance  with that
Section 7.13 and (z) the Prohibited  Owner shall submit such number of shares of
Equity Stock to the  Corporation  for  registration  into the name of the Trust.
Such transfer to a Trust and the  designation of shares as Excess Stock shall be
effective  as of the close of business on the  business day prior to the date of
the Transfer or Non Transfer Event, as the case may be.

            (ii) If,  notwithstanding  the other  provisions  contained  in this
Section 7.2, at any time after the date of the Initial Public Offering and prior
to the  Restriction  Termination  Date,  there is a  purported  Transfer  or Non
Transfer  Event  that,  if  effective,  would (a) result in the shares of Equity
Stock being  Beneficially  Owned (directly or  Constructively) by fewer than 100
Persons (determined  without reference to any rules of attribution),  (b) result
in the Corporation  being "closely held" within the meaning of Section 856(h) of
the Code or (c) cause the Corporation to own (directly or Constructively) 10% or
more of the ownership  interests in a tenant of the Corporation's real property,
within the meaning of Section  856(d)(2)(B)  of the Code, then (x) the purported
transferee shall acquire no right or interest (or, in the case of a Non Transfer
Event, the person holding record title of the Equity Stock with respect to which
such Non Transfer Event  occurred,  shall cease to own any right or interest) in
such number of shares of Equity Stock,  the ownership of which by such purported
transferee or record holder would (1) result in the shares of Equity Stock being
beneficially  owned by fewer than 100 Persons  (determined  without reference to
any rules of  attribution),  (2) result in the Corporation  being "closely held"
within the meaning of Section 856(h) of the Code or (3) cause the Corporation to
own (directly or  Constructively)  10% or more of the  ownership  interests in a
tenant of the  Corporation's  real  property,  within  the  meaning  of  Section
856(d)(2)(B)  of the Code, (y) such number of shares of Equity Stock (rounded up
to the  nearest  whole  share)  shall be  designated  as Excess  Stock  and,  in
accordance with the provisions of Section 7.13 hereof, transferred automatically
and by operation of law to the Trust to be held in accordance  with that Section
7.13 and (z) the  Prohibited  Owner shall submit such number of shares of Equity
Stock to the  Corporation  for  registration  into the name of the  Trust.  Such
transfer  to a Trust and the  designation  of shares  as Excess  Stock  shall be
effective  as of the close of business on the  business day prior to the date of
the Transfer or Non Transfer Event.

            (iii) The Trustee shall be appointed by the Corporation and shall be
a Person  unaffiliated  with either the Corporation or any Prohibited Owner. The
Trustee may be an  individual or a bank company duly licensed to conduct a trust
business.

            (iv) By written notice to the Trustee, the Corporation shall, within
two days of the  discovery  of Excess  Stock,  designate  one or more  nonprofit
organizations  to be the  Beneficiary  of the interest in the Trust  relating to
such  Excess  Stock if the shares of Equity  Stock  held in the Trust  would not
violate the Ownership Limit in the hands of such Beneficiary.

        (H) A  Transfer  of a share of Equity  Stock that is null and void under
Section 7.2(B), (C), (D) or (E) hereof because it could, if effective, result in
(i) any Person  (other than the Existing  Holder with  respect to Common  Stock)
Beneficially  Owning  or  Constructively  Owning  Equity  Stock in excess of the
Ownership  Limit,  (ii)  the  Existing  Holder  either  Beneficially  Owning  or
Constructively  Owning  shares of Common Stock in excess of the Existing  Holder
Limit,  (iii) the shares of Equity Stock being  Beneficially Owned by fewer than
100 Persons (determined without reference to any rules of attribution), (iv) the
Corporation  being  "closely  held" within the meaning of Section  856(h) of the
Code or (v) the Corporation  otherwise  failing to qualify as a REIT,  shall not
adversely affect the validity of the Transfer of any other share of Equity Stock
in the same or any other related transaction.

        Section  7.3.  Remedies  For Breach.  If the Board of  Directors  or its
designee shall at any time determine in good faith that a Transfer, Acquisition,
or change in the capital  structure of the Corporation or other purported change
in Beneficial Ownership or Constructive  Ownership or other event or transaction
has taken place in violation  of Section 7.2 hereof or that a Person  intends to
Acquire  or has  attempted  to  Acquire  Beneficial  Ownership  or  Constructive
Ownership of any shares of Equity Stock in violation of Section 7.2 hereof,  the
Board of Directors or its designee shall take such action as it deems  advisable
to refuse to give effect to or to prevent such Transfer,  Acquisition, or change
in the  capital  structure  of the  Corporation  or  other  attempt  to  Acquire
Beneficial Ownership or Constructive  Ownership of any shares of Equity Stock or
other event or  transaction,  including,  but not  limited to,  refusing to give
effect  thereto  on the  books  of the  Corporation  or  instituting  injunctive
proceedings  with respect  thereto;  provided that any Transfers,  Acquisitions,
events or actions in violation of Section 7.2 hereof shall be void ab initio and
automatically  result in the  conversion  described  in Section  7.2(G)  hereof,
irrespective  of any action (or non  action)  by the Board of  Directors  or its
designees.

        Section 7.4. Notice of Restricted  Transfer.  Any Person who Acquires or
attempts to Acquire Beneficial Ownership or Constructive  Ownership of shares of
Equity Stock in violation of Section 7.2 hereof and any Person who  Beneficially
Owns or  Constructively  Owns Excess Stock immediately shall give written notice
to the  Corporation,  or, in the event of a proposed  or  attempted  Transfer or
Acquisition  or  purported  change  in  Beneficial   Ownership  or  Constructive
Ownership,  shall give at least  fifteen (15) days prior  written  notice to the
Corporation,  of such event and shall promptly  provide to the Corporation  such
other  information as the Corporation,  in its sole  discretion,  may request in
order to determine the effect,  if any, of such  Transfer,  attempted  Transfer,
Acquisition,  attempted  Acquisition  or other  purported  change in  Beneficial
Ownership or Constructive Ownership on the Corporation's status as a REIT.

        Section 7.5.  Owners Required To Provide  Information.  From the date of
the Initial Public Offering and prior to the Restriction Termination Date:

        (A) Every  Beneficial  Owner or  Constructive  Owner of more than 5%, or
such lower percentage or percentages as determined pursuant to regulations under
the  Code  or as  may be  requested  by  the  Board  of  Directors  in its  sole
discretion,  of the outstanding shares of any class or series of Equity Stock of
the Corporation  annually shall, no later than January 31 of each calendar year,
give written notice to the Corporation  stating (i) the name and address of such
Beneficial Owner or Constructive  Owner; (ii) the number of shares of each class
or series of Equity Stock Beneficially Owned or Constructively  Owned; and (iii)
a  description  of how such  shares  are  held.  Each such  Beneficial  Owner or
Constructive  Owner promptly shall provide to the  Corporation  such  additional
information as the Corporation,  in its sole discretion, may request in order to
determine  the effect,  if any, of such  Beneficial  Ownership  or  Constructive
Ownership on the  Corporation's  status as a REIT and to ensure  compliance with
the  applicable   Ownership  Limit  or  the  Existing  Holder  Limit  and  other
restrictions set forth herein.

        (B) Each  Person  who is a  Beneficial  Owner or  Constructive  Owner of
Equity  Stock and each  Person  (including  the  stockholder  of record)  who is
holding Equity Stock for a Beneficial Owner or Constructive Owner promptly shall
provide to the  Corporation  such  information as the  Corporation,  in its sole
discretion,  may request in order to  determine  the  Corporation's  status as a
REIT,  to  comply  with  the  requirements  of any  taxing  authority  or  other
governmental  agency,  to determine any such compliance or to ensure  compliance
with the  applicable  Ownership  Limit or the  Existing  Holder  Limit and other
restrictions set forth herein.

        Section 7.6. Remedies Not Limited. Nothing contained in this Article VII
except  Section  7.16  hereof  shall  limit  the  scope  or  application  of the
provisions of this Article VII, the ability of the  Corporation  to implement or
enforce  compliance  with the  terms  hereof  or the  authority  of the Board of
Directors to take any such other  action or actions as it may deem  necessary or
advisable to protect the  Corporation  and the interests of its  stockholders by
preservation of the Corporation's status as a REIT and to ensure compliance with
the  applicable   Ownership  Limit  or  the  Existing  Holder  Limit  and  other
restrictions set forth herein,  including,  without limitation,  refusal to give
effect to a transaction on the books of the Corporation.

        Section 7.7.  Ambiguity.  In the case of ambiguity in the application of
any of the provisions of this Article VII, including any definition contained in
Section 7.1 hereof,  the Board of Directors  shall have the power and authority,
in its sole  discretion,  to determine the application of the provisions of this
Article VII with respect to any situation, based on the facts known to it.

        Section  7.8.  Exceptions.  The  Ownership  Limit shall not apply to the
acquisition of shares of Equity Stock by an underwriter  that  participates in a
public  offering of such shares for a period of 180 days  following the purchase
by such underwriter of such shares,  provided that the restrictions contained in
Sections  7.2(B),  (C),  (D) and (E) hereof will not be violated  following  the
distribution  by such  underwriter  of such shares.  In  addition,  the Board of
Directors,  upon  receipt of a ruling  from the  Internal  Revenue  Service,  an
opinion of counsel or other evidence satisfactory to the Board of Directors,  in
its sole discretion,  in each case to the effect that the restrictions contained
in Sections 7.2(B),  (C), (D) and (E) hereof will not be violated,  may waive or
change,  in whole or in part, the application of the applicable  Ownership Limit
with respect to any Person that is not an individual, as such term is defined in
Section 542(a)(2) of the Code. In connection with any such waiver or change, the
Board of Directors may require such  representations  and undertakings from such
Person or  affiliates  and may  impose  such other  conditions,  as the Board of
Directors deems  necessary,  advisable or prudent,  in its sole  discretion,  to
determine the effect, if any, of the proposed transaction or ownership of Equity
Stock on the Corporation's status as a REIT.

        Section 7.9.  Reduction of Existing Holder Limit. The Board of Directors
may reduce the Existing  Holder Limit,  with the written consent of the Existing
Holder,  after (A) any  Transfer  permitted  in this Article VII by the Existing
Holder or (B) whenever there is a change in the number of shares of Common Stock
outstanding.

        Section 7.10.  Increase in Ownership  Limit.  Subject to the limitations
contained in Section 7.11 hereof,  the Board of Directors  may from time to time
increase the Ownership Limit.

        Section 7.11. Limitations on Modifications.

        (A) The Ownership Limit for a class or series of Equity Stock may not be
increased  and no  additional  ownership  limitations  may be created if,  after
giving  effect to such  increase or creation the  Corporation  would be "closely
held" within the meaning of Section  856(h) of the Code  (assuming  ownership of
shares of Equity  Stock by all Persons  equal to the  greatest of (i) the actual
ownership, (ii) the Beneficial Ownership of Equity Stock by each Person or (iii)
the  applicable  Ownership  Limit with respect to such Person,  and assuming the
ownership by the Existing Holder of shares of Common Stock equal to the Existing
Holder Limit and shares of any series of Preferred  Stock equal to the Preferred
Stock Ownership Limit).

        (B) Prior to any  modification  of the  Ownership  Limit or the Existing
Holder Limit with respect to any Person, the Board of Directors may require such
opinions of  counsel,  affidavits,  undertakings  or  agreements  as it may deem
necessary,  advisable or prudent, in its sole discretion,  in order to determine
or ensure the Corporation's status as a REIT.

        (C) The Existing Holder Limit may not be increased.

        Section 7.12. Legend.  Each certificate for shares of Equity Stock shall
bear substantially the following legend:

              "The  securities  represented by this  certificate  are subject to
         restrictions  on transfer and ownership for the purpose of  maintenance
         of the  Corporation's  status  as a real  estate  investment  trust  (a
         "REIT") under Sections 856 through 860 of the Internal  Revenue Code of
         1986, as amended (the "Code"). Except as otherwise provided pursuant to
         the Charter of the  Corporation,  no Person may (i) Beneficially Own or
         Constructively  Own shares of Common Stock of the Corporation in excess
         of 8.75% (or such greater  percent as may be determined by the Board of
         Directors of the Corporation) of the outstanding  shares of such Common
         Stock (except in such  circumstances as the Existing Holder Limit shall
         apply);  (ii)  Beneficially  Own or  Constructively  Own  shares of any
         series of Preferred Stock of the Corporation in excess of 9.8% (or such
         greater  percent as may be  determined by the Board of Directors of the
         Corporation)  of the  outstanding  shares of such  series of  Preferred
         Stock; or (iii) Beneficially Own or Constructively Own shares of Equity
         Stock (of any class or  series)  which  would  result in the  shares of
         Equity Stock being  Beneficially  Owned by fewer than 100 Persons,  the
         Corporation being "closely held" under Section 856(h) of the Code or in
         the Corporation owning (directly or Constructively)  10% or more of the
         ownership  interests in a tenant of the  Corporation's  real  property,
         within the meaning of Section  856(d)(2)(B) of the Code. Any Person who
         has Beneficial Ownership or Constructive  Ownership, or who Acquires or
         attempts to Acquire Beneficial  Ownership or Constructive  Ownership of
         Common Stock and/or Preferred Stock in excess of the above  limitations
         and any Person who  Beneficially  Owns or  Constructively  Owns  Excess
         Stock as a  transferee  of shares of Common  Stock or  Preferred  Stock
         resulting  in  an  exchange  for  Excess  Stock  (as  described  below)
         immediately  must notify the Corporation in writing or, in the event of
         a proposed or attempted  Transfer or Acquisition or purported change in
         the Beneficial Ownership or Constructive  Ownership,  must give written
         notice to the  Corporation  at least  fifteen  (15)  days  prior to the
         proposed  or  attempted  transfer,  transaction  or  other  event.  Any
         Transfer or  Acquisition  of shares of Common  Stock  and/or  Preferred
         Stock or other event which  results in  violation  of the  ownership or
         transfer  limitations set forth in the  Corporation's  Charter shall be
         void ab initio and the  intended  transferee  shall not have or Acquire
         any rights in such shares of Common Stock and/or  Preferred  Stock.  If
         the transfer and ownership limitations referred to herein are violated,
         the  shares of  Common  Stock or  Preferred  Stock  represented  hereby
         automatically  will be  designated  as shares  of  Excess  Stock to the
         extent of  violation  of such  limitations,  and such  shares of Excess
         Stock  will be held in  trust,  all as  provided  by the  Corporation's
         Charter.  All  capitalized  terms used in this legend have the meanings
         identified  in the  Corporation's  Charter,  as the same may be amended
         from  time to time,  a copy of which,  including  the  restrictions  on
         transfer,  will be sent  without  charge  to  each  stockholder  who so
         requests."

        Section 7.13. Ownership In Trust.

        (A) Any shares of Equity Stock  transferred to a Trust and designated as
Excess Stock  pursuant to Section  7.2(G) hereof shall be held for the exclusive
benefit of the Beneficiary.  Any transfer to a Trust, and subsequent designation
of shares of Equity Stock as Excess  Stock  pursuant to Section  7.2(G)  hereof,
shall be  effective as of the close of business on the business day prior to the
date of the Transfer or Non  Transfer  Event that results in the transfer to the
Trust.  Excess Stock shall remain issued and outstanding  shares of Equity Stock
of the  Corporation  and shall be entitled to the same rights and  privileges on
identical  terms and  conditions as all other issued and  outstanding  shares of
Equity  Stock of the same class and  series.  When  transferred  to a  Permitted
Transferee in accordance  with the provisions of Section  7.13(E)  hereof,  such
Excess Stock shall cease to be designated as Excess Stock.

        (B) The Trust,  as record holder of Excess  Stock,  shall be entitled to
receive  all  dividends  and  distributions  as may be  declared by the Board of
Directors  on such  shares of Equity  Stock and  shall  hold such  dividends  or
distributions in trust for the benefit of the Beneficiary.  The Prohibited Owner
with  respect  to  Excess  Stock  shall  repay to the  Trust  the  amount of any
dividends  or  distributions  received  by it that (i) are  attributable  to any
shares of Equity Stock  designated  as Excess Stock and (ii) the record date for
which was on or after  the date  that  such  shares  became  Excess  Stock.  The
Corporation shall take all measures that it determines  reasonably  necessary to
recover the amount of any such  dividend or  distribution  paid to a  Prohibited
Owner, including,  if necessary,  withholding any portion of future dividends or
distributions   payable  on  shares  of  Equity  Stock   Beneficially  Owned  or
Constructively  Owned by the Person who, but for the  provisions  of Section 7.2
hereof,  would  Constructively Own or Beneficially Own the Excess Stock; and, as
soon  as  reasonably   practicable   following  the  Corporation's   receipt  or
withholding  thereof,  shall  pay  over  to the  Trust  for the  benefit  of the
Beneficiary the dividends or distributions so received or withheld,  as the case
may be.

        (C)  In  the  event  of  any  voluntary  or   involuntary   liquidation,
dissolution  or  winding  up of,  or any  distribution  of the  assets  of,  the
Corporation,  each holder of Excess Stock shall be entitled to receive,  ratably
with each  other  holder of shares of Equity  Stock of the same class or series,
that  portion  of  the  assets  of  the  Corporation   which  is  available  for
distribution  to the holders of such class or series of Equity Stock.  The Trust
shall  distribute  to the  Prohibited  Owner  the  amounts  received  upon  such
liquidation, dissolution or winding up, or distribution; provided, however, that
the Prohibited  Owner shall not be entitled to receive amounts  pursuant to this
Section  7.13(C) in excess of, (i) in the case of a purported  Transfer in which
the  Prohibited  Owner  gave  value for the  shares  of  Equity  Stock and which
Transfer  resulted  in the  transfer  of the shares to the Trust,  the price per
share,  if any, such  Prohibited  Owner paid for the shares of Equity Stock and,
(ii) in the case of a Non  Transfer  Event or Transfer  in which the  Prohibited
Owner did not give value for such  shares  (e.g.,  if the shares  were  received
through a gift or devise) and which Non Transfer Event or Transfer,  as the case
may be,  resulted in the  transfer  of shares to the Trust,  the price per share
equal to the Market  Price on the date of such Non  Transfer  Event or Transfer.
Any remaining amount in such Trust shall be distributed to the Beneficiary.

        (D) The Trustee shall be entitled to vote all Excess Stock.  Any vote by
a Prohibited  Owner as a holder of shares of Equity Stock prior to the discovery
by the  Corporation  that the  shares of Equity  Stock are Excess  Stock  shall,
subject to applicable  law be rescinded and shall be void ab initio with respect
to such Excess Stock and the Prohibited  Owner shall be deemed to have given, as
of the close of business on the business day prior to the date of the  purported
Transfer  or Non  Transfer  Event that  results in the  transfer to the Trust of
shares of Equity Stock under Section 7.2(G) hereof,  an irrevocable proxy to the
Trustee to vote the Excess Stock in the manner in which the Trustee, in its sole
and absolute discretion, desires.

        (E) The Trustee shall have the exclusive and absolute right to designate
a Permitted  Transferee of any and all Excess Stock. In an orderly fashion so as
not to materially  adversely  affect the Market Price of the Excess  Stock,  the
Trustee shall designate any Person as a Permitted Transferee; provided, however,
that  (i)  the  Permitted   Transferee  so  designated  purchases  for  valuable
consideration  (whether in a public or private sale), at a price as set forth in
Section  7.15  hereof,  the Excess Stock and (ii) the  Permitted  Transferee  so
designated may acquire such Excess Stock without such acquisition resulting in a
transfer  to a Trust and the  redesignation  of such  shares of Equity  Stock so
acquired as Excess Stock under Section  7.2(G) hereof.  Upon the  designation by
the Trustee of a Permitted  Transferee in accordance with the provisions of this
Section 7.13(E),  the Trustee shall (a) cause to be transferred to the Permitted
Transferee  that  number of shares of Excess  Stock  acquired  by the  Permitted
Transferee,  (b) cause to be recorded on the books of the  Corporation  that the
Permitted  Transferee is the holder of record of such number of shares of Equity
Stock,  (c) cause the shares of Excess Stock to be cancelled and (d)  distribute
to the Beneficiary any and all amounts held with respect to the shares of Excess
Stock  after  making the  payment to the  Prohibited  Owner  pursuant to Section
7.13(F) hereof.

        (F) Any Prohibited Owner shall be entitled  (following  discovery of the
Excess  Stock  and  subsequent   designation  of  the  Permitted  Transferee  in
accordance  with Section 7.13(E) hereof or following the acceptance of the offer
to purchase such shares in accordance  with Section 7.15 hereof) to receive from
the Trustee  following  the sale or other  disposition  of such Excess Stock the
lesser of (i) in the case of (a) a purported  Transfer  in which the  Prohibited
Owner gave value for shares of Equity Stock and which  Transfer  resulted in the
transfer  of the  shares  to the  Trust,  the  price  per  share,  if any,  such
Prohibited  Owner paid for the  shares of Equity  Stock,  or (b) a Non  Transfer
Event or  Transfer  in which the  Prohibited  Owner did not give  value for such
shares (e.g.,  if the shares were  received  through a gift or devise) and which
Non Transfer Event or Transfer,  as the case may be, resulted in the transfer of
shares to the Trust,  the price per share equal to the Market  Price on the date
of such Non Transfer  Event or Transfer and (ii) the price per share received by
the  Trustee  from  the  sale or  other  disposition  of such  Excess  Stock  in
accordance with Section 7.13(E) hereof.  Any amounts  received by the Trustee in
respect  of such  Excess  Stock  and in excess  of such  amounts  to be paid the
Prohibited  Owner  pursuant to this Section  7.13(F) shall be distributed to the
Beneficiary in accordance with the provisions of Section  7.13(E)  hereof.  Each
Beneficiary  and  Prohibited  Owner  waive any and all claims that they may have
against  the  Trustee and the Trust  arising  out of the  disposition  of Excess
Stock,  except  for  claims  arising  out of the  gross  negligence  or  willful
misconduct  of, or any failure to make payments in accordance  with this Section
7.13, by such Trustee or the Corporation.

        (G) If any of the Transfer  restrictions  set forth in this Section 7.13
or any application thereof is determined to be void, invalid or unenforceable by
any court  having  jurisdiction  over the  issue,  the  Prohibited  Owner may be
deemed,  at the  option of the  Corporation,  to have  acted as the agent of the
Corporation  in acquiring the Excess Stock as to which such  restrictions  would
otherwise,  by their terms, apply and to hold such Excess Stock on behalf of the
Corporation.

        Section 7.14. Rights in Excess Stock.  Excess Stock held or purported to
be held by any Person or Persons shall,  automatically and without the necessity
of any action by the Board of Directors or otherwise, (A) be voted in accordance
with  the  provisions  of  Section  7.13  hereof,  (B) have  any  dividends  and
distributions in respect of such Excess Stock placed in the Trust at the time of
the payment  thereof for payment in  accordance  with the  provisions of Section
7.13 hereof,  (C) be subject to  repurchase or resale on behalf of the holder as
set forth in  Section  7.15  hereof and (D) be  considered  held in Trust by the
Trustee in accordance with the provision of Section 7.13 hereof.

        Section 7.15.  Purchase  Right in Excess  Stock.  Shares of Excess Stock
shall be deemed to have been offered for sale to the Corporation or its designee
at a price  per  share  equal to the  lesser  of (A) the  price per share in the
transaction that created such Excess Stock (or, in the case of a devise, gift or
Non Transfer  Event,  the Market  Price at the time of such devise,  gift or Non
Transfer  Event) or (B) the Market Price of the Equity Stock  exchanged for such
Excess Stock on the date the  Corporation  or its  designee  accepts such offer.
Subject to the  satisfaction of any applicable  requirements of the General Laws
of the State of Maryland, the Corporation and its assignees shall have the right
to accept such offer for a period of ninety (90) days after the later of (i) the
date of the purported Transfer,  Acquisition, change in capital structure of the
Corporation  or  purported  change  in  Beneficial   Ownership  or  Constructive
Ownership or other event or transaction  which resulted in such Excess Stock and
(ii) the date on which the Board of  Directors  determines  in good faith that a
Transfer,  Acquisition,  change  in  capital  structure  of the  Corporation  or
purported  change in  Beneficial  Ownership or  Constructive  Ownership or other
event or transaction  resulting in Excess Stock has occurred, if the Corporation
does not receive a notice pursuant to Section 7.4 hereof.

        Section  7.16.  Settlements.  Notwithstanding  any  provision  contained
herein to the contrary, nothing in this charter shall preclude the settlement of
any  transaction  entered  into  through  the  facilities  of the New York Stock
Exchange.

        Section 7.17.  Waiver.  The Corporation shall have authority at any time
to waive the requirements  that Excess Stock be issued or be deemed  outstanding
in  accordance  with  the  provisions  of this  Article  VII if the  Corporation
determines, based on an opinion of tax counsel, that the issuance of such Excess
Stock or the fact that such  Excess  Stock is  deemed  to be  outstanding  would
jeopardize the status of the Corporation as a REIT.

        Section 7.18. Severability.  If any provision of this Article VII or any
application  of any such  provision is  determined  in a final and  unappealable
judgment  to be void,  invalid or  unenforceable  by any  Federal or state court
having  jurisdiction  over the issue,  the  validity and  enforceability  of the
remaining  provisions  shall  not be  affected  and other  applications  of such
provision  shall be  affected  only to the extent  necessary  to comply with the
determination of such court.

                                  ARTICLE VIII

                       DIRECTORS' AND OFFICERS' LIABILITY

        To the fullest extent permitted by Maryland statutory or decisional law,
as amended or interpreted,  no director or officer of the  Corporation  shall be
personally  liable to the Corporation or to its  stockholders for money damages.
No  amendment  of  the  charter  of  the  Corporation  or  repeal  of any of its
provisions,  nor the adoption or amendment of any provision of the Bylaws of the
Corporation  inconsistent with this Article VIII, shall apply to, affect,  limit
or  eliminate in any respect the  benefits  provided to  directors  and officers
under this  provision  with respect to any act or failure to act which  occurred
prior to such amendment, repeal or adoption.

                                   ARTICLE IX

                                 INDEMNIFICATION

        The Corporation shall provide any indemnification  permitted by the laws
of the State of Maryland and shall  indemnify  directors,  officers,  agents and
employees as follows:  (A) the  Corporation  shall  indemnify  its directors and
officers,  whether  serving  the  Corporation  or at its  request  and any other
entity,  to the full extent  required or  permitted  by the General  Laws of the
State of Maryland now or hereafter in force,  including  the advance of expenses
under  the  procedures  and to the  full  extent  permitted  by law  and (B) the
Corporation  shall  indemnify  other  employees and agents,  whether serving the
Corporation  or at its  request  any other  entity,  to such  extent as shall be
authorized  by the Board of Directors or the Bylaws and be permitted by law. The
foregoing rights of  indemnification  shall not be exclusive of any other rights
to which those seeking  indemnification may be entitled.  The Board of Directors
may take  such  action  as is  necessary  to  carry  out  these  indemnification
provisions and is expressly  empowered to adopt,  approve and amend from time to
time such bylaws,  resolutions or contracts implementing such provisions or such
further indemnification arrangements as may be permitted by law. No amendment of
the charter of the Corporation or repeal of any of its provisions shall limit or
eliminate the right to  indemnification  provided hereunder with respect to acts
or  omissions  occurring  prior to such  amendment  or repeal or shall  limit or
eliminate the rights granted under  indemnification  agreements  entered into by
the Corporation and its directors, officers, agents and employees.

                                    ARTICLE X

                                    AMENDMENT

        The  Corporation  reserves  the  right  from  time to  time to make  any
amendments  of its charter  which may now or  hereafter  be  authorized  by law,
including any amendments changing the terms or contract rights, as expressly set
forth  in  its  charter,  of any of its  outstanding  stock  by  classification,
reclassification or otherwise, but no such amendment which changes such terms or
contract  rights of any of its  outstanding  stock  shall be valid  unless  such
amendment  shall  have  been  authorized  by not  less  than a  majority  of the
aggregate  number  of the  votes  entitled  to be cast  thereon,  by a vote at a
meeting or in writing  with or without a meeting;  provided,  however,  that any
amendment to, repeal of or adoption of any provision  inconsistent with Articles
V, VI and VII hereof shall have been  authorized  by not less than two thirds of
the aggregate votes entitled to be cast thereon  (considered for this purpose as
a single  class),  by vote at a meeting or in writing  with or without a meeting
and provided  further that any amendment or repeal of Articles VIII or IX hereof
or this Article X shall not adversely  affect any right or  protection  existing
hereunder immediately prior to such amendment or repeal.

                                   ARTICLE XI

                           SPECIAL VOTING REQUIREMENTS

        Pursuant  to  Section  3  603(e)(1)(iii)  of the MGCL,  the  Corporation
expressly  elects not to be governed by the  provisions  of Section 3 602 of the
MGCL with  respect to any business  combination  (as defined in Section 3 601 of
the MGCL) involving QSV Properties, Inc., a Delaware corporation ("QSV"), or any
present or future  affiliates,  associates or any other person or persons acting
in concert or as a group with such entity or any present or future affiliates or
associates  (as such terms are  defined in Section 3 601 of the MGCL) of QSV, or
any other person acting in concert or as a group with it.

        The provisions of Title 3, Subtitle 7 of the MGCL shall not apply to the
voting  rights of Stock  presently  or in the future owned or acquired by QSV or
any present or future affiliates associated or other person acting in concert or
as a group with such person or any present or future  affiliates  or  associates
(as such terms are defined in Section 3 601 of the MGCL) of QSV, or other person
acting in concert or as a group with it.

                                   ARTICLE XII

                                  MISCELLANEOUS

        Section  12.1.  Duration.  The  duration  of the  Corporation  shall  be
perpetual.

        Section  12.2.  Severability.  If any  provision  of this charter or any
application  of  any  such  provision  is  determined  to be  void,  invalid  or
unenforceable by any court having  jurisdiction over the issue, the validity and
enforceability  of the remainder of this charter shall not be affected and other
applications of such provision shall be affected only to the extent necessary to
comply with the determination of such court.




<PAGE>



        IN WITNESS WHEREOF,  U.S. Restaurant  Properties,  Inc. has caused these
presents  to be  signed  in its  name and on its  behalf  by its  President  and
witnessed by its Secretary on November 11, 1997.

WITNESS:                                        U.S. RESTAURANT PROPERTIES, INC.


/s/Fred H. Margolin                             By:/s/ Robert J. Stetson
------------------------------------            ----------------------------
Fred H. Margolin, Secretary                     Robert J. Stetson, President


        THE  UNDERSIGNED,  President of U.S.  Restaurant  Properties,  Inc., who
executed on behalf of the Corporation  the foregoing  Articles of Restatement of
which this  certificate is made a part,  hereby  acknowledges in the name and on
behalf of said  Corporation  the  foregoing  Articles of  Restatement  to be the
corporate act of said  Corporation and hereby  certifies that to the best of his
knowledge,  information, and belief the matters and facts set forth therein with
respect to the  authorization  and  approval  thereof  are true in all  material
respects under the penalties of perjury.

                                         /s/Robert J. Stetson
                                         -------------------------------------
                                            Robert J. Stetson, President