Exhibit 3.2

                    EXCELLENCY INVESTMENT REALTY TRUST, INC.
                                    * * * * *
                                     BYLAWS
                                    * * * * *


                                   ARTICLE I.
                                    OFFICES
                                    -------


                  Section 1.1 The principal office shall be in the City of
Baltimore, State of Maryland.

                  Section 1.2 The corporation may also have offices at such
other places both within and without the State of Maryland as the board of
directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE I.
                            MEETINGS OF STOCKHOLDERS
                            ------------------------

                  Section 2.1 Meetings of stockholders shall be held at the
office of the corporation at the corporation's headquarters, or at any other
place within the United States as shall be designated from time to time by the
board of directors and stated in the notice of meeting or in a duly executed
waiver of notice thereof.

                  Section 2.2 Annual meetings of stockholders, commencing with
the year 2007, shall be held on the 15th day of May, if not a legal holiday, and
if a legal holiday then on the next secular day following, at 10:00 a.m., or at
such other date and time as shall be fixed by the board of directors between May
1 and May 31 and stated in the notice of the meeting, at which they shall elect
a board of directors and may transact any business within the powers of the
corporation. Any business of the corporation may be transacted at the annual
meeting without being specially designated in the notice, except such business
as is specifically required by statute to be stated in the notice.

                  Section 2.3 At any time in the interval between annual
meetings, special meetings of the stockholders may be called by the board of
directors, by the president, or by one or more shareholders holding not less
than ten 10% of the issued and outstanding voting shares of the corporation or a
meeting may be held at any time without notice upon unanimous consent of the
shareholders.

                  Section 2.4 Special meetings of stockholders shall be called
by the secretary upon the written request of the holders of shares entitled to
not less than twenty-five per cent of all the votes entitled to be cast at such
meeting. Such request shall state the purpose or purposes of such meeting and
the matters proposed to be acted on thereat. The secretary shall inform such
stockholders of the reasonably estimated cost of preparing and mailing such

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notice of the meeting, and upon payment to the corporation of such costs the
secretary shall give notice stating the purpose or purposes of the meeting to
all stockholders entitled to notice at such meeting. No special meeting need be
called upon the request of the holders of shares entitled to cast less than a
majority of all votes entitled to be cast at such meeting, to consider any
matter which is substantially the same as a matter voted upon at any special
meeting of the stockholders held during the preceding twelve months.

                  Section 2.5 Not less than ten nor more than sixty days before
the date of every stockholders' meeting, the secretary shall give to each
stockholder entitled to vote at such meeting, and to each stockholder not
entitled to vote who is entitled by statute to written or printed notice stating
the time and place of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, either by mail, by
presenting it to him personally, by leaving it at his residence or usual place
of business or by transmittal to the stockholder by electronic mail to any
electronic mail address of the stockholder or by any other electronic means. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post-office address as it
appears on the records of the corporation, with postage thereon prepaid.

                  Section 2.6 Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

                  Section 2.7 At any meeting of stockholders the presence in
person or by proxy of stockholders entitled to cast a majority of the votes
thereat shall constitute a quorum; but this section shall not affect any
requirement under the statute or under the charter for the vote necessary for
the adoption of any measure. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

                  Section 2.8 A majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by the
statute or by the charter.

                  Section 2.9 Unless the charter provides otherwise, each
outstanding share of stock having voting power shall be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders; but no share shall
be entitled to vote if any installment payable thereon is overdue and unpaid. A
stockholder may vote the shares owned of record by such stockholder either in
person or by proxy executed in writing by the stockholder or by such
stockholder's duly authorized attorney-in-fact. No proxy shall be valid after
eleven months from its date, unless otherwise provided in the proxy. At all
meetings of stockholders, unless the voting is conducted by inspectors, all

<PAGE>

questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the chairman of the
meeting.

                  Section 2.10 Unless the charter requires otherwise, any action
required or permitted to be taken at any meeting of stockholders may be taken
without a meeting, if a consent in writing, setting forth such action, is signed
by all the stockholders entitled to vote on the subject matter thereof and any
other stockholders entitled to notice of a meeting of stockholders but not to
vote thereat have waived in writing any rights which they may have to dissent
from such action, and such consent and waiver are filed with the records of
stockholders meetings.

                                  ARTICLE III.
                                  ------------
                                   DIRECTORS
                                   ---------

                  Section 3.1 The number of directors of the corporation shall
be one. By vote of a majority of the entire board of directors, the number of
directors fixed by the charter or by these bylaws may be increased or decreased
from time to time not exceeding seven nor less than one, but the tenure of
office of a director shall not be affected by any decrease in the number of
directors so made by the board. Until the first annual meeting of stockholders
or until successors are duly elected and qualify, the board shall consist of the
persons named as such in the charter. At the first annual meeting of
stockholders and at each annual meeting thereafter, the stockholders shall elect
directors to hold office until the next annual meeting or until their successors
are elected and qualify. Directors need not be stockholders in the corporation.

                  Section 3.2 Any vacancy occurring in the board of directors
for any cause other than by reason of an increase in the number of directors may
be filled by a majority of the remaining members of the board of directors,
although such majority is less than a quorum. Any vacancy occurring by reason of
an increase in the number of directors may be filled by action of a majority of
the entire board of directors. If the stockholders of any class or series are
entitled separately to elect one or more directors, a majority of the remaining
directors elected by that class or series or the sole remaining director elected
by that class or series may fill any vacancy among the number of directors
elected by that class or series. A director elected by the board of directors to
fill a vacancy shall be elected to hold office until the next annual meeting of
stockholders or until his successor is elected and qualifies.

                  Section 3.3 The business and affairs of the corporation shall
be managed by its board of directors, which may exercise all of the powers of
the corporation, except such as are by law or by the charter or by these bylaws
conferred upon or reserved to the stockholders.

                  Section 3.4 At any meeting of stockholders, duly called and at
which a quorum is present, the stockholders may, by the affirmative vote of the
holders of a majority of the votes entitled to be cast thereon, remove any
director or directors from office and may elect a successor or successors to
fill any resulting vacancies for the unexpired terms of removed directors.

<PAGE>

                                   ARTICLE IV.
                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------

                  Section 4.1 Meetings of the board of directors, regular or
special, may be held at any place in or out of the State of Maryland as the
board may from time to time determine.

                  Section 4.2 The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

                  Section 4.3 Regular meetings of the board of directors may be
held without notice at such time and place as shall from time to time be
determined by the board of directors.

                  Section 4.4 Special meetings of the board of directors may be
called at any time by the board of directors or the executive committee, if one
be constituted, by vote at a meeting, or by the president or by a majority of
the directors or a majority of the members of the executive committee in writing
with or without a meeting. Special meetings may be held at such place or places
within or without Maryland as may be designated from time to time by the board
of directors; in the absence of such designation such meetings shall be held at
such places as may be designated in the call.

                  Section 4.5 Notice of the place and time of every special
meeting of the board of directors shall be served on each director or sent to
him by telegraph or by mail, or by leaving the same at his residence or usual
place of business at least three days before the date of the meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States mail
addressed to the director at his post-office address as it appears on the
records of the corporation, with postage thereon prepaid.

                  Section 4.6 At all meetings of the board a majority of the
entire board of directors shall constitute a quorum for the transaction of
business and the action of a majority of the directors present at any meeting at
which a quorum is present shall be the action of the board of directors unless
the concurrence of a greater proportion is required for such action by statute,
the articles of incorporation or these bylaws. If a quorum shall not be present
at any meeting of directors, the directors present thereat may by a majority
vote adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

<PAGE>

                  Section 4.7 Any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all members
of the board or of such committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the board or committee.

                                   ARTICLE V.
                             COMMITTEES OF DIRECTORS
                             -----------------------

                  Section 5.1 The board of directors may appoint from among its
members an executive committee and other committees composed of one or more
directors, and may delegate to such committees, any of the powers of the board
of directors except the power to declare dividends or distributions on stock,
recommend to the stockholders any action which requires stockholder approval,
amend the bylaws, approve any merger or share exchange which does not require
stockholder approval or issue stock. However, 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 of
directors by resolution or by adoption of a stock option plan, may fix the terms
of stock subject to classification or reclassification and the terms on which
any stock may be issued. In the absence of any member of any such committee, the
members thereof present at any meeting, whether or not they constitute a quorum,
may appoint a member of the board of directors to act in the place of such
absent members.

                  Section 5.2 The committees shall keep minutes of their
proceedings and shall report the same to the board of directors at the meeting
next succeeding, and any action by the committees shall be subject to revision
and alteration by the board of directors, provided that no rights of third
persons shall be affected by any such revision or alteration.

                                   ARTICLE VI.
                           COMPENSATION OF DIRECTORS
                           -------------------------

                  Section 6.1 The Board of Directors may from time to time fix
the compensation of directors for their services in that capacity. The
compensation of a director may consist of an annual fee or a fee for attendance
at each regular or special meeting of the Board or any meeting of any committee
of the Board of which such director is a member or a combination of fees of both
types; provided, that nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor. The Board may also provide for the reimbursement to any
director of expenses incurred in attending any meeting of the Board or any
committee of the Board of which he is a member.

<PAGE>

                                  ARTICLE VII.
                                     NOTICES
                                     -------

                  Section 7.1 Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. In the case of
stockholders' meetings the notice may be left at the stockholder's residence or
usual place of business or transmitted to the stockholder by electronic mail to
any electronic mail address of the stockholder or by any other electronic means.
Notice to directors may also be given by telegram.

                  Section 7.2 Whenever any notice of the time, place or purpose
of any meeting of stockholders, directors or committee is required to be given
under the provisions of the statute or under the provisions of the charter or
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to such notice and filed with the records of the meeting, whether
before or after the holding thereof, or actual attendance at the meeting of
stockholders in person or by proxy, or at the meeting of directors or committee
in person, shall be deemed equivalent to the giving of such notice to such
persons.

                                  ARTICLE VIII.
                                    OFFICERS
                                    --------

                  Section 8.1 The officers of the corporation shall be chosen by
the board of directors and shall be a president, a secretary and a treasurer.
The board of directors may also elect vice-presidents, and one or more assistant
secretaries and assistant treasurers. Two or more offices, except those of
president and vice-president, may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law, the charter or these bylaws to be
executed, acknowledged or verified by two or more officers.

                  Section 8.2 The board of directors at its first meeting after
each annual meeting of stockholders shall elect a president, a secretary and a
treasurer, none of whom need be a member of the board, and may choose one or
more vice-presidents.

                  Section 8.3 The board of directors may appoint such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

                  Section 8.4 The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

                  Section 8.5 The officers of the corporation shall serve for
one year and until their successors are chosen and qualify. Any officer or agent
may be removed by the board of directors whenever, in its judgment, the best
interests of the corporation will be served thereby, but such removal shall be

<PAGE>

without prejudice to the contractual rights, if any, of the person so removed.
If the office of any officer becomes vacant for any reason, the board of
directors shall fill the vacancy.

                  Section 8.6 The president shall be the chief executive officer
of the corporation, shall preside at all meetings of the stockholders and
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board are
carried into effect.

                  Section 8.7 The president shall execute in the corporate name
all authorized deeds, mortgages, bonds, contracts or other instruments requiring
a seal, under the seal of the corporation, except in cases in which the signing
or execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.

                  Section 8.8 The vice-president, or if there shall be more than
one, the vice-presidents in the order determined by the board of directors,
shall, in the absence or disability of the president, perform the duties and
exercise the powers of the president, and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                  Section 8.9 The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president, under whose supervision the secretary shall
be. The secretary shall keep in safe custody the seal of the corporation and,
when authorized by the board of directors, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by the secretary's
signature or by the signature of an assistant secretary.

                  Section 8.10 The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                  Section 8.11 The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

                  Section 8.12 The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the president and the board of
directors, at its regular meetings, or when the board of directors so requires

<PAGE>

an account of all the treasurer's transactions as treasurer and of the financial
condition of the corporation.

                  Section 8.13 If required by the board of directors, the
treasurer shall give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the board for the faithful performance of
the duties of the treasurer's office and for the restoration to the corporation,
in case of the treasurer's death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in the treasurer's possession or under the treasurer's control belonging to
the corporation.

                  Section 8.14 The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                                  ARTICLE IX.
                             CERTIFICATES OF STOCK
                             ---------------------

                  Section 9.1 Each stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number and
kind and class of shares owned by the stockholder in the corporation. Each
certificate shall be signed by the president or a vice-president and
countersigned by the secretary or an assistant secretary or the treasurer or an
assistant treasurer and may be sealed with the corporate seal.

                  Section 9.2 The signatures may be either manual or facsimile
signatures and the seal may be either facsimile or any other form of seal. In
case any officer who has signed any certificate ceases to be an officer of the
corporation before the certificate is issued, the certificate may nevertheless
be issued by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue. Each stock certificate
shall include on its face the name of the corporation, the name of the
stockholder and the class of stock and number of shares represented by the
certificate. If the corporation has authority to issue stock of more than one
class, the stock certificate shall contain on its face or back a full statement
or summary of the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue and if the corporation is authorized to issue
any preferred or special class in series, the differences in the relative rights
and preferences between the shares of each series to the extent they have been
set, and the authority of the board of directors to set the relative rights and
preferences of subsequent series. A summary of such information included in a
registration statement permitted to become effective under the Federal
Securities Act of 1933, as now or hereafter amended, shall be an acceptable
summary for the purposes of this section. In lieu of such full statement or
summary, there may be set forth upon the face or back of the certificate a
statement that the corporation will furnish to any stockholder upon request and
without charge, a full statement of such information. Every stock certificate

<PAGE>

representing shares of stock which are restricted as to transferability by the
corporation shall contain a full statement of the restriction or state that the
corporation will furnish information about the restriction to the stockholder on
request and without charge. A stock certificate may not be issued until the
stock represented by it is fully paid, except in the case of stock purchased
under an option plan as provided by Section 2-207 of the Corporations and
Associations Article of the Annotated Code of Maryland.

                  Section 9.3 The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been stolen,
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and to give the corporation a bond, with sufficient surety,
to the corporation to indemnify it against any loss or claim which may arise by
reason of the issuance of a new certificate.

                  Section 9.4 Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                                   ARTICLE X.
                           CLOSING OF TRANSFER BOOKS
                           -------------------------

                  Section 10.1 The board of directors may fix, in advance, a
date as the record date for the purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of stockholders, or stockholders entitled
to receive payment of any dividend or the allotment of any rights, or in order
to make a determination of stockholders for any other proper purpose. Such date,
in any case, shall be not more than ninety days, and in case of a meeting of
stockholders not less than ten days, prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, the board of directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, twenty
days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten days immediately preceding such meeting.

                  Section 10.2 The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares 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 Maryland.

<PAGE>

                                  ARTICLE XI.
                                   DIVIDENDS
                                   ---------

                  Section 11.1 Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if any,
may be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in its own
shares, subject to the provisions of the statute and of the articles of
incorporation.

                  Section 11.2 Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                  ARTICLE XII.
                                 MISCELLANEOUS
                                 -------------

                  Section 12.1 The president or a vice-president or the
treasurer shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year, which shall be
submitted at the annual meeting of stockholders and shall be filed within twenty
days thereafter at the principal office of the corporation in the State of
Maryland.

                  Section 12.2 All checks, drafts, and orders for the payment of
money, notes and other evidences of indebtedness, issued in the name of the
corporation shall be signed by such officer or officers as the board of
directors may from time to time designate.

                  Section 12.3 The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

                  Section 12.4 The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the words
"Corporate Seal, Maryland." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

<PAGE>

                                 ARTICLE XIII.
                                 STOCK RECORDS
                                 -------------

                  Section 13.1 Inspection of Corporation Records. The
corporation may keep its books and records at whatever location may be
determined by the Board of Directors, within or without of Maryland. In addition
to such rights as stockholder may have under applicable law, the share ledger or
duplicate share ledger, the books of account, copy of the by-laws as amended
certified by the Secretary, and minutes of proceedings of the shareholders and
directors and of the Executive Committee and other committees of the Board of
Directors shall be open to inspection upon the written demand of any shareholder
or holder or as the holder of a voting trust certificate and shall be exhibited
at any time when required by the demand of ten percent (10%) of the shares
represented at any shareholders' meeting. Such inspection may be made in person
or by an agent or attorney and shall include the right to make extracts. Demand
of inspection other than at a shareholders' meeting shall be made in writing
upon the President, Secretary or Assistant Secretary of the corporation.

                                  ARTICLE XIV.
                                   AMENDMENTS
                                   ----------

                  Section 14.1 The board of directors shall have the power, at
any regular meeting or at any special meeting if notice thereof be included in
the notice of such special meeting, to alter or repeal any bylaws of the
corporation and to make new bylaws, except that the board of directors shall not
alter or repeal any bylaws made by the stockholders.

         I, THE UNDERSIGNED, being the Secretary of EXCELLENCY INVESTMENT REALTY
TRUST, INC., DO HEREBY CERTIFY the foregoing to be the by-laws of said
corporation, as adopted at a meeting of the directors held on the 10th day of
May, 2006.

                                                     /s/ David Mladen
                                                     ---------------------------
                                                     Secretary