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EXHIBIT 3.2

                            AGREE REALTY CORPORATION

                                     BYLAWS

                        (AMENDED AS OF NOVEMBER 8, 2006)

                                   ARTICLE I.

                                  STOCKHOLDERS

     SECTION 1.01. Annual Meeting. The Corporation shall hold an annual meeting
of its stockholders to elect directors and transact any other business within
its powers, either at 10:00 a.m. on the seventh day of May in each year if not a
legal holiday, or at such other time on such other day falling on or before the
30th day thereafter as shall be set by the Board of Directors. Notwithstanding
the foregoing, the annual meeting for 1994 shall be held at 2:30 p.m. on the
sixth day of April. Except as the Charter or statute provides otherwise, any
business may be considered at an annual meeting without the purpose of the
meeting having been specified in the notice. Failure to hold an annual meeting
does not invalidate the Corporation's existence or affect any otherwise valid
corporate acts.

     SECTION 1.02. Special Meeting.

     (a) General. At any time in the interval between annual meetings, a special
meeting of the stockholders may be called by the Chairman of the Board or the
President or by a majority of the Board of Directors by vote at a meeting or in
writing (addressed to the Secretary of the Corporation) with or without a
meeting; provided that a special meeting of stock-holders shall be called by the
President in the event a vacancy occurs on the Board from any cause among the
Independent Directors (as defined in the Charter) and is not filled by the
directors within 30 days after the vacancy occurs. Subject to subsection (b) of
this Section 1.02, a special meeting of stockholders shall also be called by the
Secretary of the Corporation upon the written request of stockholders entitled
to cast not less than a majority of all the votes entitled to be cast at such
meeting.

     (b) Stockholder Requested Special Meetings. (1) Any stockholder of record
seeking to have stockholders request a special meeting shall, by sending written
notice to the Secretary (the "Record Date Request Notice") by registered mail,
return receipt requested, request the Board of Directors to fix a record date to
determine the stockholders entitled to request a special meeting (the "Request
Record Date"). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters proposed to be acted on at it, shall be signed by one or
more stockholders of record as of the date of signature (or their agents duly
authorized in a writing accompanying the Record Date Request Notice), shall bear
the date of signature of each such stockholder (or such agent) and shall set
forth all information relating to each such stockholder that must be disclosed
in solicitations of proxies for election of directors in an election contest
(even if an election contest is not involved), or is otherwise required, in each
case pursuant to Regulation 14A (or any successor provision) under the
Securities Exchange Act of 1934, as

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amended (the "Exchange Act"). Upon receiving the Record Date Request Notice, the
Board of Directors may fix a Request Record Date. The Request Record Date shall
not precede and shall not be more than ten days after the close of business on
the date on which the resolution fixing the Request Record Date is adopted by
the Board of Directors. If the Board of Directors, within ten days after the
date on which a valid Record Date Request Notice is received, fails to adopt a
resolution fixing the Request Record Date, the Request Record Date shall be the
close of business on the tenth day after the first date on which the Record Date
Request Notice is received by the Secretary.

          (2) In order for any stockholder to request a special meeting, one or
more written requests for a special meeting signed by stockholders of record (or
their agents duly authorized in a writing accompanying the request) as of the
Request Record Date entitled to cast not less than a majority (the "Special
Meeting Percentage") of all of the votes entitled to be cast at such meeting
(the "Special Meeting Request") shall be delivered to the Secretary. In
addition, the Special Meeting Request (a) shall set forth the purpose of the
meeting and the matters proposed to be acted on at it (which shall be limited to
those lawful matters set forth in the Record Date Request Notice received by the
Secretary), (b) shall bear the date of signature of each such stockholder (or
such agent) signing the Special Meeting Request, (c) shall set forth the name
and address, as they appear in the Corporation's books, of each stockholder
signing such request (or on whose behalf the Special Meeting Request is signed),
the class, series and number of all shares of stock of the Corporation which are
owned by each such stockholder, and the nominee holder for, and number of,
shares owned by such stockholder beneficially but not of record, (d) shall be
sent to the Secretary by registered mail, return receipt requested, and (e)
shall be received by the Secretary within 60 days after the Request Record Date.
Any requesting stockholder (or agent duly authorized in a writing accompanying
the revocation or the Special Meeting Request) may revoke his, her or its
request for a special meeting at any time by written revocation delivered to the
Secretary.

          (3) The Secretary shall inform the requesting stockholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials). The Secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2)
of this Section 3(b), the Secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.

          (4) Except as provided in the next sentence, any special meeting shall
be held at such place, date and time as may be designated by the Chairman of the
Board, Chief Executive Officer, President or Board of Directors, whoever has
called the meeting. In the case of any special meeting called by the Secretary
upon the request of stockholders (a "Stockholder Requested Meeting"), such
meeting shall be held at such place, date and time as may be designated by the
Board of Directors; provided, however, that the date of any Stockholder
Requested Meeting shall be not more than 90 days after the record date for such
meeting (the "Meeting Record Date"); and provided further that if the Board of
Directors fails to designate, within ten days after the date that a valid
Special Meeting Request is actually received by the Secretary (the "Delivery
Date"), a date and time for a Stockholder Requested Meeting, then such meeting
shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record
Date or, if


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such 90th day is not a Business Day (as defined below), on the first preceding
Business Day; and provided further that in the event that the Board of Directors
fails to designate a place for a Stockholder Requested Meeting within ten days
after the Delivery Date, then such meeting shall be held at the principal
executive office of the Corporation. In fixing a date for any special meeting,
the Chairman of the Board, Chief Executive Officer, President or Board of
Directors may consider such factors as he, she or it deems relevant within the
good faith exercise of business judgment, including, without limitation, the
nature of the matters to be considered, the facts and circumstances surrounding
any request for the meeting and any plan of the Board of Directors to call an
annual meeting or a special meeting. In the case of any Stockholder Requested
Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a
date within 30 days after the Delivery Date, then the close of business on the
30th day after the Delivery Date shall be the Meeting Record Date. The Board of
Directors may revoke the notice for any Stockholder Requested Meeting in the
event that the requesting stockholders fail to comply with the provisions of
paragraph (3) of this Section 3(b).

          (5) If written revocations of requests for the special meeting have
been delivered to the Secretary and the result is that stockholders of record
(or their agents duly authorized in writing), as of the Request Record Date,
entitled to cast less than the Special Meeting Percentage have delivered, and
not revoked, requests for a special meeting to the Secretary, the Secretary
shall: (i) if the notice of meeting has not already been mailed, refrain from
mailing the notice of the meeting and send to all requesting stockholders who
have not revoked such requests written notice of any revocation of a request for
the special meeting, or (ii) if the notice of meeting has been mailed and if the
Secretary first sends to all requesting stockholders who have not revoked
requests for a special meeting written notice of any revocation of a request for
the special meeting and written notice of the Secretary's intention to revoke
the notice of the meeting, revoke the notice of the meeting at any time before
ten days before the commencement of the meeting. Any request for a special
meeting received after a revocation by the Secretary of a notice of a meeting
shall be considered a request for a new special meeting.

          (6) The Chairman of the Board, Chief Executive Officer, President or
Board of Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the Secretary. For the purpose of permitting
the inspectors to perform such review, no such purported request shall be deemed
to have been delivered to the Secretary until the earlier of (i) five Business
Days after receipt by the Secretary of such purported request and (ii) such date
as the independent inspectors certify to the Corporation that the valid requests
received by the Secretary represent at least a majority of the issued and
outstanding shares of stock that would be entitled to vote at such meeting.
Nothing contained in this paragraph (6) shall in any way be construed to suggest
or imply that the Corporation or any stockholder shall not be entitled to
contest the validity of any request, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).

          (7) For purposes of these Bylaws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Michigan are


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authorized or obligated by law or executive order to close.

     SECTION 1.03. Place of Meetings. Meetings of stockholders shall be held at
such place as is set from time to time by the Board of Directors.
Notwithstanding the foregoing, the Board of Directors may provide that any or
all meetings of the stockholders shall not be held at a place, but instead shall
be held solely by means of remote communication; provided, however, that the
Board of Directors shall provide a place for a meeting of the stockholders if a
stockholder makes a written request for the same.

     SECTION 1.04. Notice of Meetings; Waiver of Notice. Not less than ten nor
more than 90 days before each stockholders' meeting, the Secretary shall give
written notice of the meeting to each stockholder entitled to vote at the
meeting and each other stockholder entitled to notice of the meeting. The notice
shall state the time and place of the meeting and, if the meeting is a special
meeting or notice of the purpose is required by statute, the purpose of the
meeting. Notice is given to a stockholder when it is personally delivered to
him, left at his residence or usual place of business, mailed to him at his
address as it appears on the records of the Corporation or by any other means
permitted by Maryland law. Notwithstanding the foregoing provisions, each person
who is entitled to notice waives notice if he or she before or after the meeting
signs a waiver of the notice which is filed with the records of stockholders'
meetings, or is present at the meeting is person or by proxy. If mailed, such
notice shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at the stockholder's address as it appears on the
records of the Corporation, with postage thereon paid.

     SECTION 1.05. Quorum; Voting. Unless any statute or the Charter provides
otherwise, at a meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting constitutes a quorum, and a majority of all the votes cast at a
meeting at which a quorum is present is sufficient to approve any matter which
properly comes before the meeting, except that a plurality of all the votes cast
at a meeting at which a quorum is present is sufficient to elect a director.

     The stockholders present either in person or by proxy, at a meeting which
has been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

     SECTION 1.06. Adjournments. If a quorum shall not be present at any meeting
of the stockholders, the chairman of the meeting shall have the sole power to
adjourn the meeting from time to time without further notice to a date not more
than 120 days after the original record date. Any business which might have been
transacted at the meeting as originally notified may be deferred and transacted
at any such adjourned meeting at which a quorum shall be present.

     SECTION 1.07. General Right to Voter Proxies. Unless the Charter provides
otherwise, each outstanding share of stock, regardless of class, is entitled to
one vote on each matter submitted to a vote at a meeting of stockholders. In all
elections for directors, each share of stock entitled to vote may be voted for
as many individuals as there are directors to be elected and for whose election
the share is entitled to be voted. A stockholder may vote the stock he or


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she owns of record either in person or by written proxy signed by the
stockholder or by his or her duly authorized attorney in fact. Unless a proxy
provides otherwise, it is not valid more than 11 months after its date.

     SECTION 1.08. Organization and Conduct. Every meeting of stockholders shall
be conducted by an individual appointed by the Board of Directors to be chairman
of the meeting or, in the absence of such appointment, by the Chairman of the
Board or, in the case of a vacancy in the office or absence of the Chairman of
the Board, by one of the following officers present at the meeting: the Vice
Chairman of the Board, if there be one, the President, the Vice Presidents in
their order of rank and seniority, or, in the absence of such officers, a
chairman chosen by the stockholders by the vote of a majority of the votes cast
by stockholders present in person or by proxy. The Secretary, or, in the
Secretary's absence, an Assistant Secretary, or in the absence of both the
Secretary and Assistant Secretaries, a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by the
chairman of the meeting shall act as Secretary. In the event that the Secretary
presides at a meeting of the stockholders, an Assistant Secretary, or in the
absence of Assistant Secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, shall record the minutes of the
meeting. The order of business and all other matters of procedure at any meeting
of stockholders shall be determined by the chairman of the meeting. The chairman
of the meeting may prescribe such rules, regulations and procedures and take
such action as, in the discretion of such chairman, are appropriate for the
proper conduct of the meeting, including, without limitation, (a) restricting
admission to the time set for the commencement of the meeting; (b) limiting
attendance at the meeting to stockholders of record of the Corporation, their
duly authorized proxies and other such individuals as the chairman of the
meeting may determine; (c) limiting participation at the meeting on any matter
to stockholders of record of the Corporation entitled to vote on such matter,
their duly authorized proxies and other such individuals as the chairman of the
meeting may determine; (d) limiting the time allotted to questions or comments
by participants; (e) determining when the polls should be opened and closed; (f)
maintaining order and security at the meeting; (g) removing any stockholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (h) concluding a
meeting or recessing or adjourning the meeting to a later date and time and at a
place announced at the meeting. Unless otherwise determined by the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

     SECTION 1.09. Voting of Stock by Certain Holders. Stock of the Corporation
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the President or a Vice President, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such stock pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any director or other
fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.

          Shares of stock of the Corporation directly or indirectly owned by it
shall not be


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voted at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

          The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.

     SECTION 1.10. Conduct of Voting. At all meetings of stockholders, unless
the voting is conducted by inspectors, the proxies and ballots shall be
received, and all questions touching the qualification of voters and the
validity of proxies, the acceptance or rejection of votes and procedures for the
conduct of business not otherwise specified by these Bylaws, the Charter or law,
shall be decided or determined by the chairman of the meeting. The Board of
Directors, in advance of any meeting, may, but need not, appoint one or more
individual inspectors or one or more entities that designate individuals as
inspectors to act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed, the person presiding at the meeting may, but need
not, appoint one or more inspectors. Voting on any question or in any election
may be viva voce unless the chairman of the meeting shall order that voting be
by ballot.

     SECTION 1.11. Telephone Meetings. The Board of Directors or chairman of the
meeting may permit stockholders to participate in meetings of the stockholders
by means of a conference telephone or other communications equipment by which
all persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means constitute presence in person at the
meeting.

     SECTION 1.12. Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals.

          (a) Annual Meetings of Stockholders. (1) Nominations of individuals
for election to the Board of Directors and the proposal of other business to be
considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who was
a stockholder of record both at the time of giving of notice by the stockholder
as provided for in this Section 1.12(a) and at the time of the annual meeting,
who is entitled to vote at the meeting and who has complied with this Section
1.12(a).


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          (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 1.12, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders. To be timely, a
stockholder's notice shall set forth all information required under this Section
1.12 and shall be delivered to the Secretary at the principal executive office
of the Corporation not earlier than the 150th day nor later than 5:00 p.m.,
Eastern Time, on the 120th day prior to the first anniversary of the date of
mailing of the notice for the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the date of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the 150th day prior to the date of such annual
meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th
day prior to the date of such annual meeting or the tenth day following the day
on which public announcement of the date of such meeting is first made. The
public announcement of a postponement or adjournment of an annual meeting shall
not commence a new time period for the giving of a stockholder's notice as
described above. Such stockholder's notice shall set forth (i) as to each
individual whom the stockholder proposes to nominate for election or reelection
as a director, (A) the name, age, business address and residence address of such
individual, (B) the class, series and number of any shares of stock of the
Corporation that are beneficially owned by such individual, (C) the date such
shares were acquired and the investment intent of such acquisition and (D) all
other information relating to such individual that is required to be disclosed
in solicitations of proxies for election of directors in an election contest
(even if an election contest is not involved), or is otherwise required, in each
case pursuant to Regulation 14A (or any successor provision) under the Exchange
Act and the rules thereunder (including such individual's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder proposes to bring
before the meeting, a description of such business, the reasons for proposing
such business at the meeting and any material interest in such business of such
stockholder and any Stockholder Associated Person (as defined below),
individually or in the aggregate, including any anticipated benefit to the
stockholder and the Stockholder Associated Person therefrom; (iii) as to the
stockholder giving the notice and any Stockholder Associated Person, the class,
series and number of all shares of stock of the Corporation which are owned by
such stockholder and by such Stockholder Associated Person, if any, and the
nominee holder for, and number of, shares owned beneficially but not of record
by such stockholder and by any such Stockholder Associated Person; (iv) as to
the stockholder giving the notice and any Stockholder Associated Person covered
by clauses (ii) or (iii) of this paragraph (2) of this Section 1.12(a), the name
and address of such stockholder, as they appear on the Corporation's stock
ledger and current name and address, if different, and of such Stockholder
Associated Person; and (v) to the extent known by the stockholder giving the
notice, the name and address of any other stockholder supporting the nominee for
election or reelection as a director or the proposal of other business on the
date of such stockholder's notice.

          (3) Notwithstanding anything in this subsection (a) of this Section
1.12 to the contrary, in the event the Board of Directors increases or decreases
the maximum or minimum number of directors in accordance with Article II,
Section 2.02 of these Bylaws, and there is no public announcement of such action
at least 130 days prior to the first anniversary of the date of


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mailing of the notice of the preceding year's annual meeting, a stockholder's
notice required by this Section 1.12(a) shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive office of the
Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following
the day on which such public announcement is first made by the Corporation.

          (4) For purposes of this Section 1.12, "Stockholder Associated Person"
of any stockholder shall mean (i) any person controlling, directly or
indirectly, or acting in concert with, such stockholder, (ii) any beneficial
owner of shares of stock of the Corporation owned of record or beneficially by
such stockholder and (iii) any person controlling, controlled by or under common
control with such Stockholder Associated Person.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of
individuals for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 1.12 and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 1.12. In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more individuals to the Board
of Directors, any such stockholder may nominate an individual or individuals (as
the case may be) for election as a director as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph (2) of this
Section 1.12(a) shall be delivered to the Secretary at the principal executive
office of the Corporation not earlier than the 150th day prior to such special
meeting and not later than 5:00 p.m., Eastern Time on the later of the 120th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. The
public announcement of a postponement or adjournment of a special meeting shall
not commence a new time period for the giving of a stockholder's notice as
described above.

     (c) General. (1) If information submitted pursuant to this Section 1.12 by
any stockholder proposing a nominee for election as a director or any proposal
for other business at a meeting of stockholders shall be inaccurate to a
material extent, such information may be deemed not to have been provided in
accordance with this Section 1.12. Upon written request by the Secretary or the
Board of Directors or any committee thereof, any stockholder proposing a nominee
for election as a director or any proposal for other business at a meeting of
stockholders shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation, to demonstrate
the accuracy of any information submitted by the stockholder pursuant to this
Section 1.12. If a stockholder fails to provide such written verification within
such period, the information as to which written verification was requested may
be deemed not to have been provided in


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accordance with this Section 1.12.

          (2) Only such individuals who are nominated in accordance with this
Section 1.12 shall be eligible for election by stockholders as directors, and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with this Section 1.12. The
chairman of the meeting shall have the power to determine whether a nomination
or any other business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with this Section 1.12.

          (3) For purposes of this Section 1.12, (a) the "date of mailing of the
notice" shall mean the date of the proxy statement for the solicitation of
proxies for election of directors and (b) "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable news service or (ii)
in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to the Exchange Act.

          (4) Notwithstanding the foregoing provisions of this Section 1.12, a
stockholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.12. Nothing in this Section 1.12 shall be
deemed to affect any right of a stockholder to request inclusion of a proposal
in, nor the right of the Corporation to omit a proposal from, the Corporation's
proxy statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

     SECTION 2.01. Function of Directors. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors. All
powers of the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute or
by the Charter or Bylaws.

     SECTION 2.02. Number of Directors. The Corporation shall have at least
three directors. The Corporation shall have the number of directors provided in
the Charter until changed as herein provided. A majority of the entire Board of
Directors may alter the number of directors set by the Charter to not exceeding
15 nor less than three, but the action may not affect the tenure of office of
any director. At least a majority of the directors shall be Independent
Directors.

     SECTION 2.03. Election and Tenure of Directors. The directors shall be
divided into three classes as nearly equal in number as possible. At each
successive annual meeting of stockholders, the holders of stock present in
person or by proxy at such meeting and entitled to vote thereat shall elect
members of each successive class to serve for three year terms and until their
successors are elected and qualify. If the number of directors is changed, any
increase or


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decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional director
of any class shall, subject to Section 2.05, hold office for a term that shall
coincide with the remaining term of that class, but in no case shall a decrease
in the number of directors shorten the term of any incumbent director.

     SECTION 2.04. Removal of Directors. Any director or the entire Board of
Directors may be removed only in accordance with the provisions of the Charter.

     SECTION 2.05. Vacancy on Board. Subject to the rights of the holders of any
class of stock separately entitled to elect one or more directors, the
stockholders may elect a successor to fill a vacancy on the Board of Directors
which results from the removal of a director. A director elected by the
stockholders to fill a vacancy which results from the removal of a director
serves for the balance of the term of the removed director. Subject to the
rights of the holders of any class of stock separately entitled to elect one or
more directors, a majority of the remaining directors, whether or not sufficient
to constitute a quorum, may fill a vacancy on the Board of Directors which
results from any cause except an increase in the number of directors, and a
majority of the entire Board of Directors may fill a vacancy which results from
an increase in the number of directors. A director elected by the Board of
Directors to fill a vacancy serves until the next annual meeting of stockholders
and until his successor is elected and qualifies.

     SECTION 2.06. Regular Meetings. After each meeting of stockholders at which
directors shall have been elected, the Board of Directors shall meet as soon as
practicable for the purpose of organization and the transaction of other
business. In the event that no other time and place are specified by resolution
of the Board, the President or the Chairman, with notice in accordance with
Section 2.08, the Board of Directors shall meet immediately following the close
of, and at the place of, such stockholders' meeting. Any other regular meeting
of the Board of Directors shall be held on such date and at any place as may be
designated from time to time by the Board of Directors. The Board of Directors
may provide, by resolution, the time and place for the holding of regular
meetings of the Board of Directors without other notice than such resolution.

     SECTION 2.07. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board or the President or by a
majority of the Board of Directors then in office by vote at a meeting, or in
writing with or without a meeting. A special meeting of the Board of Directors
shall be held on such date and at any place as may be designated from time to
time by the Board of Directors. In the absence of designation such meeting shall
be held at such place as may be designated in the call. The Board of Directors
may provide, by resolution, the time and place for the holding of special
meetings of the Board of Directors without other notice than such resolution.

     SECTION 2.08. Notice of Meeting. Except as provided in Section 2.06, the
Secretary shall give notice to each director of each regular and special meeting
of the Board of Directors. The notice shall state the time and place of the
meeting. Notice is given to a director when it is delivered personally to him,
left at his residence or usual place of business, or sent by electronic mail,
facsimile transmission or telephone, at least 24 hours before the time of the
meeting or, in the alternative by mail to his address as it shall appear on the
records of the


                                       10

<PAGE>

Corporation, at least 72 hours before the time of the meeting. Telephone notice
shall be deemed to be given when the director or his or her agent is personally
given such notice in a telephone call to which the director or his or her agent
is a party. Electronic mail notice shall be deemed to be given upon transmission
of the message to the electronic mail address given to the Corporation by the
director. Facsimile transmission notice shall be deemed to be given upon
completion of the transmission of the message to the number given to the
Corporation by the director and receipt of a completed answer-back indicating
receipt. Notice by United States mail shall be deemed to be given when deposited
in the United States mail properly addressed, with postage thereon prepaid.
Unless the Bylaws or a resolution of the Board of Directors provides otherwise,
the notice need not state the business to be transacted at or the purposes of
any regular or special meeting of the Board of Directors. No notice of any
meeting of the Board of Directors need be given to any director who attends
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened, or to any director who, in writing executed and filed with the records
of the meeting either before or after the holding hereof, waives such notice.
Any meeting of the Board meeting of the Board of Directors, regular or special,
may adjourn from time to time to reconvene at the same or some other place, and
no notice need be given of any such adjourned meeting other than by
announcement.

     SECTION 2.09. Action by Directors. Unless statute or the Charter or Bylaws
requires a greater proportion, the action of a majority of the directors present
at a meeting at which a quorum is present is action of the Board of Directors. A
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business. In addition, the affirmative vote of at least a
majority of the Independent Directors is necessary to cause the Corporation or
any partnership in which the Corporation acts, directly or indirectly, as a
general partner, to sell any property owned by such partnership in accordance
with the terms of the partnership agreement of such partnership and a vote of a
majority of the Independent Directors is necessary to cause the Corporation or
any partnership in which the Corporation acts, directly or indirectly, as a
general partner, to refinance or repay any debt of the Corporation or the
partnership of which the Corporation is acting as the general partner. The
directors present at a meeting which has been duly called and convened may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough directors to leave less than a quorum. In the absence of a quorum, the
directors present by majority vote and without notice other than by announcement
may adjourn the meeting from time to time until a quorum shall attend. At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified. Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting, if a consent in writing or by
electronic transmission to such action is given by each member of the Board and
filed with the minutes of proceedings of the Board.

     SECTION 2.10. Meeting by Conference Telephone. Members of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at a meeting.


                                       11

<PAGE>

     SECTION 2.11. Compensation. By resolution of the Board of Directors a fixed
sum and expenses, if any, for attendance at each regular or special meeting of
the Board of Directors or of committees thereof, and other compensation for
their services as such or on committees of the Board of Directors, may be paid
to directors. Directors who are full-time employees of the Corporation need not
be paid for attendance at meetings of the board or committees thereof for which
fees are paid to other directors. A director who serves the Corporation in any
other capacity also may receive compensation for such other services, pursuant
to a resolution of the directors.

     SECTION 2.12. Advisory Directors. The Board of Directors may by resolution
appoint advisory directors to the Board, who may also serve as directors
emeriti, and shall have such authority and receive such compensation and
reimbursement as the Board of Directors shall provide. Advisory directors or
directors emeriti shall not have the authority to participate by vote in the
transaction of business.

     SECTION 2.13. Loss of Deposits. No director shall be liable for any loss
which may occur by reason of the failure of any bank, trust company, savings and
loan association, or other institution with whom moneys or stock of the
Corporation have been deposited.

     SECTION 2.14. Surety Bonds. Unless required by law, no director shall be
obligated to give any bond or surety or other security for the performance of
any of his or her duties.

     SECTION 2.15. Organization. At each meeting of the Board of Directors, the
Chairman of the Board or, in the absence of the Chairman, the Vice Chairman of
the Board, if any, shall act as chairman of the meeting. In the absence of both
the Chairman and Vice Chairman of the Board, the Chief Executive Officer or in
the absence of the Chief Executive Officer, the President or in the absence of
the President, a director chosen by a majority of the directors present, shall
act as chairman of the meeting. The Secretary or, in his or her absence, an
Assistant Secretary of the Corporation, or in the absence of the Secretary and
all Assistant Secretaries, a person appointed by the Chairman, shall act as
Secretary of the meeting.

                                  ARTICLE III.

                                   COMMITTEES

     SECTION 3.01. Committees. The Board of Directors may appoint from among its
members an Executive Committee, an Audit Committee, a Compensation Committee, a
Nominating Committee and other committees composed of one or more directors and
delegate to these committees any of the powers of the Board of Directors, except
as prohibited by law. The entire Audit Committee and a majority of both the
Compensation Committee and the Nominating Committee shall be Independent
Directors. The Nominating Committee shall have as members at least two directors
who are not Independent Directors.


                                       12

<PAGE>

If the Board of Directors has given general authorization for the issuance of
stock, a committee of the Board, in accordance with a general formula or method
specified by the Board by resolution or by adoption of a stock option or other
plan, may fix the terms of stock subject to classification or reclassification
and the terms on which any stock may be issued, including all terms and
conditions required or permitted to be established or authorized by the Board of
Directors.

     SECTION 3.02. Committee Procedure. Each committee may fix rules of
procedure for its business. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. A majority
of the members of a committee shall constitute a quorum for the transaction of
business and the act of a majority of those present at a meeting at which a
quorum is present shall be the act of the committee. The members of a committee
present at any meeting, whether or not they constitute a quorum, may appoint a
director to act in the place of an absent member. Any action required or
permitted to be taken at a meeting of a committee may be taken without a
meeting, if a consent in writing or by electronic transmission to such action is
given by each member of the committee and filed with the minutes of the
committee. The members of a committee may conduct any meeting thereof by
conference telephone in accordance with the provisions of Section 2.10.

     SECTION 3.03. Telephone Meetings. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
other communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.

     SECTION 3.04. Emergency. In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Corporation by its directors and officers as contemplated by the Charter and
the Bylaws, any two or more available members of the then incumbent Executive
Committee shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Corporation in accordance with the
provisions of Section 3.01. In the event of the unavailability, at such time, of
a minimum of two members of the then incumbent Executive Committee, the
available directors shall elect an Executive Committee consisting of any two
members of the Board of Directors, whether or not they be officers of the
Corporation, which two members shall constitute the Executive Committee for the
full conduct and management of the affairs of the Corporation in accordance with
the foregoing provisions of this Section. This Section shall be subject to
implementation by resolution of the Board of Directors passed from time to time
for that purpose, and any provisions of the Bylaws (other than this Section) and
any resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under this Section
that it shall be to the advantage of the Corporation to resume the conduct and
management of its affairs and business under all the other provisions of the
Bylaws.

     SECTION 3.05. VACANCIES. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all


                                       13

<PAGE>

vacancies, to designate alternate members to replace any absent or disqualified
member or to dissolve any such committee.

                                   ARTICLE IV.

                                    OFFICERS

     SECTION 4.01. Executive and Other Officers. The Corporation shall have a
President, a Secretary, and a Treasurer. The Corporation may also have a
Chairman of the Board, one or more Vice-Presidents, assistant officers, and
subordinate officers as may be established by the Board of Directors. A person
may hold more than one office in the Corporation except that no person may serve
concurrently as both President and Vice-President of the Corporation. The
Chairman of the Board shall be a director; the other officers may be directors.
The Board of Directors shall designate who shall serve as chief executive
officer, who shall have general supervision of the business and affairs of the
Corporation, and may designate a chief operating officer, who shall have
supervision of the operations of the Corporation. In the absence of any
designation the Chairman of the Board, if there be one, shall serve as chief
executive officer and the President shall serve as chief operating officer. In
the absence of the Chairman of the Board, or if there be none, the President
shall be the chief executive officer.

     SECTION 4.02. Chief Executive Officer. The Board of Directors may designate
a Chief Executive Officer. In the absence of such designation, the Chairman of
the Board shall be the Chief Executive Officer of the Corporation. The Chief
Executive Officer shall have general responsibility for implementation of the
policies of the Corporation, as determined by the Board of Directors, and for
the management of the business and affairs of the Corporation. He or she may
execute any deed, mortgage, bond, contract or other instrument, except in cases
where the execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation
or shall be required by law to be otherwise executed; and in general shall
perform all duties incident to the office of Chief Executive Officer and such
other duties as may be prescribed by the Board of Directors from time to time.

     SECTION 4.03. Chief Operating Officer. The Board of Directors may designate
a Chief Operating Officer. The Chief Operating Officer shall have the
responsibilities and duties as set forth by the Board of Directors or the Chief
Executive Officer.

     SECTION 4.04. Chief Financial Officer. The Board of Directors may designate
a Chief Financial Officer. The Chief Financial Officer shall have the
responsibilities and duties as set forth by the Board of Directors or the Chief
Executive Officer.

     SECTION 4.05. Chairman of the Board. The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present. Unless otherwise specified by
the Board of Directors, he shall be the chief executive officer of the
Corporation and perform the duties customarily performed by chief executive
officers, and may perform any duties of the President. In general, the Chairman
of the


                                       14

<PAGE>

Board shall perform all such duties as are from time to time assigned to him or
her by the Board of Directors.

     SECTION 4.06. President. Unless otherwise specified by the Board of
Directors, the President shall be the chief operating officer of the Corporation
and perform the duties customarily performed by a chief operating officer of a
corporation. If no chief executive officer is appointed, he or she shall also
serve as the chief executive officer of the Corporation. The President may sign
and execute, in the name of the Corporation, all authorized deeds, mortgages,
bonds, contracts or other instruments, except in cases in which the signing and
execution thereof shall have been expressly delegated to some other officer or
agent of the Corporation. In general, he or she shall perform such other duties
usually performed by a president of a corporation and such other duties as are
from time to time assigned to him or her by the Board of Directors or the Chief
Executive Officer of the Corporation. Unless otherwise provided by resolution of
the Board of Directors, the President, in the absence of the Chairman of the
Board and the Chief Executive Officer, shall preside at all meetings of the
Board of Directors and of the stockholders at which he or she shall be present.

     SECTION 4.07. Vice-Presidents. The Vice-President or Vice-Presidents, at
the request of the chief executive officer or the President, or in the
President's absence or during his inability to act, shall perform the duties and
exercise the functions of the President, and when so acting shall have the
powers of the President. If there be more than one Vice-President, the Board of
Directors may determine which one or more of the Vice-Presidents shall perform
any of such duties or exercise any of such functions, or if such determination
is not made by the Board of Directors, the Chief Executive Officer, or the
President may make such determination; otherwise any of the Vice-Presidents may
perform any of such duties or exercise any of such functions. The Vice-President
or Vice-Presidents shall have such other powers and perform such other duties,
and have such additional descriptive designations in their titles (if any), as
are from time to time assigned to them by the Board of Directors, the chief
executive officer, or the President.

     SECTION 4.08. Secretary. The Secretary shall keep the minutes of the
meetings of the stockholders, of the Board of Directors and of any committees,
in books provided for the purpose; he or she shall see that all notices are duly
given in accordance with the provisions of the Bylaws or as required by law; he
or she shall be custodian of the records of the Corporation; he or she may
witness any document on behalf of the Corporation, the execution of which is
duly authorized, see that the corporate seal is affixed where such document is
required or desired to be under its seal, and, when so affixed, may attest the
same; and, in general, the Secretary shall perform all duties incident to the
office of a secretary of a corporation, and such other duties as are from time
to time assigned to him or her by the Board of Directors, the chief executive
officer, or the President.

     SECTION 4.09. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by the Board of
Directors; he or she shall render to the President and to the Board of
Directors,


                                       15

<PAGE>

whenever requested, an account of the financial condition of the Corporation;
and, in general, the Treasurer shall perform all the duties incident to the
office of a treasurer of a corporation, and such other duties as are from time
to time assigned to him or her by the Board of Directors, the chief executive
officer, or the President.

     SECTION 4.10. Assistant and Subordinate Officers. The assistant and
subordinate officers of the Corporation are all officers below the office of
Vice-President, Secretary, or Treasurer. The assistant or subordinate officers
shall have such duties as are from time to time assigned to them by the Board of
Directors, the chief executive officer, or the President.

     SECTION 4.11. Election, Tenure and Removal of Officers. The Board of
Directors shall elect the officers. The Board of Directors may from time to time
authorize any committee or officer to appoint assistant and subordinate
officers. Election or appointment of an officer, employee or agent shall not of
itself create contract rights. All officers shall be appointed to hold their
offices, respectively, during the pleasure of the Board. The Board of Directors
(or, as to any assistant or subordinate officer, any committee or officer
authorized by the Board) may remove an officer at any time. The removal of an
officer does not prejudice any of his contract rights. The Board of Directors
(or, as to any assistant or subordinate officer, any committee or officer
authorized by the Board) may fill a vacancy which occurs in any office for the
unexpired portion of the term.

     SECTION 4.12. Compensation. The Board of Directors shall have power to fix
the salaries and other compensation and remuneration, of whatever kind, of all
officers of the Corporation. No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a director of the
Corporation. The Board of Directors may authorize any committee or officer, upon
whom the power of appointing assistant and subordinate officers may have been
conferred, to fix the salaries, compensation and remuneration of such assistant
and subordinate officers.

                                   ARTICLE V.

                                DIVISIONAL TITLES

     SECTION 5.01. Conferring Divisional Titles. The Board of Directors may from
time to time confer upon any employee of a division of the Corporation the title
of President, Vice-President, Treasurer or Controller of such division or any
other title or titles deemed appropriate, or may authorize the Chairman of the
Board or the President to do so. Any such titles so conferred may be
discontinued and withdrawn at any time by the Board of Directors, or by the
Chairman of the Board of Directors or the President if so authorized by the
Board of Directors. Any employee of a division designated by such a divisional
title shall have the powers and duties with respect to such division as shall be
prescribed by the Board of Directors, the Chairman of the Board or the
President.

     SECTION 5.02. Effect of Divisional Titles. The conferring of divisional
titles shall not create an office of the Corporation under Article IV unless
specifically designated as such by


                                       16

<PAGE>

the Board of Directors; but any person who is an officer of the Corporation may
also have a divisional title.

                                   ARTICLE VI.

                                      STOCK

     SECTION 6.01. Certificates for Stock. Except as otherwise provided in these
Bylaws, this Section shall not be interpreted to limit the authority of the
Board of Directors to issue some or all of the shares of any or all of the
Corporation's classes or series without certificates. Each stockholder, upon
written request to the Secretary of the Corporation, shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of stock he or she holds in the Corporation. Each stock
certificate shall include on its face the name of the Corporation, the name of
the stockholder or other person to whom it is issued, and the class of stock and
number of shares it represents. It shall be in such form, not inconsistent with
law or with the Charter, as shall be approved by the Board of Directors or any
officer or officers designated for such purpose by resolution of the Board of
Directors. Each stock certificate shall be signed by the Chairman or Vice
Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer, the President, or a Vice-President, and
countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer. Each certificate may be sealed with the actual corporate
seal or a facsimile of it or in any other form and the signatures may be either
manual or facsimile signatures. A certificate is valid and may be issued whether
or not an officer who signed it is still an officer when it is issued. A
certificate may not be issued until the stock represented by it is fully paid.

     SECTION 6.02. Transfers. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates of stock; and may appoint
transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined.

          Upon surrender to the Corporation or the transfer agent of the
Corporation of a stock certificate duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

          The Corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share or
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.

          Notwithstanding the foregoing, transfers of shares of any class of
stock will be subject in all respects to the Charter of the Corporation and all
of the terms and conditions contained therein.


                                       17

<PAGE>

     SECTION 6.03. Record Dates and Closing of Transfer Books. The Board of
Directors may set a record date or direct that the stock transfer books be
closed for a stated period for the purpose of making any proper determination
with respect to stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights. The record date may not be prior to the close of business on the day the
record date is fixed nor, subject to Section 1.06, more than 90 days before the
date on which the action requiring the determination will be taken; the transfer
books may not be closed for a period longer than 20 days; and, in the case of a
meeting of stockholders, the record date or the closing of the transfer books
shall be at least ten days before the date of the meeting.

     SECTION 6.04. Stock Ledger. The Corporation shall maintain a stock ledger
which contains the name and address of each stockholder and the number of shares
of stock of each class which the stockholder holds. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The original or a duplicate of the
stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, or, if none, at the principal office in the State of Maryland or
the principal executive offices of the Corporation.

     SECTION 6.05. Certification of Beneficial Owners. The Board of Directors
may adopt by resolution a procedure by which a stockholder of the Corporation
may certify in writing to the Corporation that any shares of stock registered in
the name of the stockholder are held for the account of a specified person other
than the stockholder. The resolution shall set forth the class of stockholders
who may certify; the purpose for which the certification may be made; the form
of certification and the information to be contained in it; if the certification
is with respect to a record date or closing of the stock transfer books, the
time after the record date or closing of the stock transfer books within which
the certification must be received by the Corporation; and any other provisions
with respect to the procedure which the Board considers necessary or desirable.
On receipt of a certification which complies with the procedure adopted by the
Board in accordance with this Section, the person specified in the certification
is, for the purpose set forth in the certification, the holder of record of the
specified stock in place of the stockholder who makes the certification.

     SECTION 6.06. Lost Stock Certificates. The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate in
place of one which is alleged to have been lost, stolen, or destroyed, or the
Board of Directors may delegate such power to any officer or officers of the
Corporation. In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises. When authorizing the issuance of a
new certificate, an officer designated by the Board of Directors may, in his or
her discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or the owner's legal
representative to give bond, with sufficient surety, to the Corporation to
indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

     SECTION 6.07. Fractional Stock; Issuance of Units. The Board of Directors
may issue fractional stock or provide for the issuance of scrip, all on such
terms and under such conditions as they may determine. Notwithstanding any other
provision of the Charter or these


                                       18

<PAGE>

Bylaws, the Board of Directors may issue units consisting of different
securities of the Corporation. Any security issued in a unit shall have the same
characteristics as any identical securities issued by the Corporation, except
that the Board of Directors may provide that for a specified period securities
of the Corporation issued in such unit may be transferred on the books of the
Corporation only in such unit.

     SECTION 6.08. Exemption from Control Share Acquisition Statute. The
provisions of Sections 3-701 to 3-709 of the Corporations and Associations
Article of the Annotated Code of Maryland shall not apply to any share of the
capital stock of the Corporation owned by a member of the Agree-Rosenberg Group
(as defined in the Charter), any other officers or employees of the Corporation,
any of the associates or affiliates of the foregoing and any other person acting
in concert or as a group with any of the foregoing and any other person, as
determined by the Board of Directors, in their sole discretion, and such shares
of capital stock are exempted from such Sections to the fullest extent permitted
by Maryland law.

                                  ARTICLE VII.

                                     FINANCE

     SECTION 7.01. Checks, Drafts, Etc. All checks, drafts and orders for the
payment of money, notes and other evidences of indebtedness, issued in the name
of the Corporation, shall, unless otherwise provided by resolution of the Board
of Directors, be signed by the President, a Vice-President or an Assistant
Vice-President and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary.

     SECTION 7.02. Annual Statement of Affairs. The President or chief
accounting officer shall prepare annually a full and correct statement of the
affairs of the Corporation, to include a balance sheet and a financial statement
of operations for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within 20 days after
the meeting, placed on file at the Corporation's principal office.

     SECTION 7.03. Fiscal Year. The fiscal year of the Corporation shall be the
twelve calendar months period ending December 31 in each year, unless otherwise
provided by the Board of Directors.

     SECTION 7.04. Dividends. If declared by the Board of Directors at any
meeting thereof, the Corporation may pay dividends on its shares in cash,
property, or in shares of the capital stock of the Corporation, unless such
dividend is contrary to law or to a restriction contained in the Charter.

     SECTION 7.05. Contracts. To the extent permitted by applicable law, and
except as otherwise prescribed by the Charter or these Bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee, or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.


                                       19

<PAGE>

                                  ARTICLE VIII.

                     INDEMNIFICATION AND ADVANCE OF EXPENSES

     SECTION 8.01. Procedure. To the maximum extent permitted by Maryland law in
effect from time to time, the Corporation shall indemnify and, without requiring
a preliminary determination of the ultimate entitlement to indemnification,
shall pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or officer
of the Corporation and who is made or threatened to be made a party to the
proceeding by reason of his or her service in that capacity or (b) any
individual who, while a director or officer of the Corporation and at the
request of the Corporation, serves or has served as a director, officer, partner
or trustee of another entity and who is made or threatened to be made a party to
the proceeding by reason of his or her service in that capacity. The Corporation
may, with the approval of its Board of Directors or any duly authorized
committee thereof, provide such indemnification and advance for expenses to a
person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or
a predecessor of the Corporation.

     Any indemnification, or payment of expenses in advance of the final
disposition of any proceeding, shall be made promptly, and in any event within
60 days, upon the written request of the director or officer entitled to seek
indemnification (the "Indemnified Party"). The right to indemnification and
advances hereunder shall be enforceable by the Indemnified Party in any court of
competent jurisdiction, if the Corporation denies such request, in whole or in
part, or no disposition thereof is made within 60 days. The Indemnified Party's
costs and expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action shall also be
reimbursed by the Corporation. It shall be a defense to any action for advance
for expenses that (a) a determination has been made that the facts then known to
those making the determination would preclude indemnification or (b) the
Corporation has not received both (i) an undertaking as required by law to repay
such advances in the event it shall ultimately be determined that the standard
of conduct has not been met and (ii) a written affirmation by the Indemnified
Party of such Indemnified Party's good faith belief that the standard of conduct
necessary for indemnification by the Corporation has been met.

     SECTION 8.02. Exclusivity, Etc. The indemnification and advance of expenses
provided by the Charter and these Bylaws shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advance of expenses
may be entitled under any law (common or statutory), or any agreement, vote of
stockholders or disinterested directors or other provision that is consistent
with law, both as to action in his official capacity and as to action in another
capacity while holding office or while employed by or acting as agent for the
Corporation, shall continue in respect of all events occurring while a person
was a director or officer after such person has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. All rights to indemnification and advance of
expenses under the Charter of the Corporation and hereunder shall be deemed to
be a contract between the Corporation and each director or officer of the
Corporation who serves or


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served in such capacity at any time while this By-Law is in effect. Nothing
herein shall prevent the amendment of this By-Law, provided that no such
amendment shall diminish the rights of any person hereunder with respect to
events occurring or claims made before its adoption or as to claims made after
its adoption in respect of events occurring before its adoption. Any repeal or
modification of this By-Law shall not in any way diminish any rights to
indemnification or advance of expenses of such director or officer or the
obligations of the Corporation arising hereunder with respect to events
occurring, or claims made, while this By-Law or any provision hereof is in
force.

     SECTION 8.03. Severability; Definitions. The invalidity or unenforceability
of any provision of this Article VIII shall not affect the validity or
enforceability of any other provision hereof. The phrase "this By-Law" in this
Article VIII means this Article VIII in its entirety.

                                   ARTICLE IX.

                                SUNDRY PROVISIONS

     SECTION 9.01. Books and Records. The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of a Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction. The original or a certified copy of the Bylaws shall
be kept at the principal office of the Corporation.

     SECTION 9.02. Corporate Seal. The Board of Directors shall provide a
suitable seal, bearing the name of the Corporation, which shall be in the charge
of the Secretary. The Board of Directors may authorize one or more duplicate
seals and provide for the custody thereof. If the Corporation is required to
place its corporate seal to a document, it is sufficient to meet the requirement
of any law, rule, or regulation relating to a corporate seal to place the word
"Seal" adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.

     SECTION 9.03. Bonds. The Board of Directors may require any officer, agent
or employee of the Corporation to give a bond to the Corporation, conditioned
upon the faithful discharge of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors.

     SECTION 9.04. Voting Upon Shares in Other Corporations. Stock of other
corporations or associations, registered in the name of the Corporation, may be
voted by the President, a Vice-President, or a proxy appointed by either of
them. The Board of Directors, however, may by resolution appoint some other
person to vote such shares, in which case such person shall be entitled to vote
such shares upon the production of a certified copy of such resolution.


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     SECTION 9.05. Mail. Any notice or other document which is required by these
Bylaws to be mailed shall be deposited in the United States mails, postage
prepaid.

     SECTION 9.06. Execution of Documents. A person who holds more than one
office in the Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.

     SECTION 9.07. Reliance. Each director, officer, employee and agent of the
Corporation shall, in the performance of his or her duties with respect to the
Corporation, be fully justified and protected with regard to any act or failure
to act in reliance in good faith upon the books of account or other records of
the Corporation, upon an opinion of counsel or upon reports made to the
Corporation by any of its officers or employees or by the adviser, accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel or expert may
also be a director.

     SECTION 9.08. Certain Rights of Directors, Officers, Employees and Agents.
The directors shall have no responsibility to devote their full time to the
affairs of the Corporation. Any director or officer, employee or agent of the
Corporation, in his or her personal capacity or in a capacity as an affiliate,
employee, or agent or any other person, or otherwise, may have business
interests and engage in business activities similar to or in addition to those
of or relating to the Corporation.

     SECTION 9.09. Amendments. Subject to the special provisions of Section
2.02, in accordance with the Charter, these Bylaws may be repealed, altered,
amended or rescinded by the vote of two-thirds of the Board of Directors
(including at least a majority of the Independent Directors) at a meeting held
in accordance with the provisions of these Bylaws.


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