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                                                                     EXHIBIT 3.1

             CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED

                      ARTICLES OF AMENDMENT AND RESTATEMENT

     FIRST: CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED, a Maryland
corporation (the "Corporation"), desires to amend and restate its charter as
currently in effect and as hereinafter amended.

     SECOND: The following provisions are all the provisions of the charter
currently in effect and as hereinafter amended:

                                    ARTICLE I

                                      NAME

     The name of the corporation (which is hereinafter called the "Corporation")
is:

             CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED

                                   ARTICLE II

                               PURPOSES AND POWERS

     The purposes for which the Corporation is formed are to engage in any
lawful act or activity (including, without limitation or obligation, engaging in
business as a real estate investment trust under the Internal Revenue Code of
1986, as amended, or any successor statute (the "Code")) for which corporations
may be organized under the general laws of the State of Maryland as now or
hereafter in force. For purposes of these Articles, "REIT" means a real estate
investment trust under Sections 856 through 860 of the Code.

                                   ARTICLE III

                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

     The address of the principal office of the Corporation in the State of
Maryland is c/o LSC - Lawyers Incorporating Service Company, 7 Saint Paul
Street, Baltimore, Maryland 21202. The name and address of the resident agent of
the Corporation are LSC -- Lawyers Incorporating Service Company, 7 Saint Paul
Street, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

                                   ARTICLE IV

                                   DEFINITIONS

     As used in the Charter, the following terms shall have the following
meanings unless the context otherwise requires:

     Acquisition Expenses. The term "Acquisition Expenses" shall mean, to the
extent not paid or to be paid by the seller, lessee, borrower or any other party
involved in the transaction, those expenses, including but not limited to legal
fees and expenses, travel and communications expenses, costs of

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appraisals, nonrefundable option payments on Investments not acquired,
accounting fees and expenses, title insurance, and miscellaneous expenses
related to selection and acquisition of Investments, whether or not a particular
Investment ultimately is made. Acquisition Expenses shall not include
Acquisition Fees.

     Acquisition Fee. The term "Acquisition Fee" shall mean the total of all
fees and commissions (including any interest thereon) paid by the Corporation or
its subsidiaries to any party in connection with the making of Investments or
the purchase, development or construction of Properties. A Development Fee or
Construction Fee paid to a Person not affiliated with the Sponsor in connection
with the actual development or construction of a project after acquisition of
the Property by the Corporation shall not be deemed an Acquisition Fee. Included
in the computation of such fees or commissions shall be any real estate
commission, selection fee, development fee or construction fee (other than as
described above), non-recurring management fees, loan fees, points or any fee of
a similar nature, however designated. Acquisition Fees shall include
Subordinated Acquisition Fees, unless the context otherwise requires.
Acquisition Fees shall not include Acquisition Expenses.

     Adjusted Net Income. The term "Adjusted Net Income" shall mean for any
period, the total consolidated revenues recognized in such period by the
Corporation, less the total consolidated expenses of the Corporation recognized
in such period, excluding additions to reserves for depreciation and
amortization, bad debts or other similar non-cash reserves; provided, however,
that Adjusted Net Income for purposes of calculating total allowable Operating
Expenses shall exclude any gain, losses or writedowns from the sale of the
Corporation's assets.

     Advisor or Advisors. The term "Advisor" or "Advisors" shall mean the Person
or Persons, if any, appointed, employed or contracted with by the Corporation
pursuant to Section 8.1 hereof and responsible for directing or performing the
day-to-day business affairs of the Corporation, including any Person to whom the
Advisor subcontracts all or substantially all of such functions.

     Advisory Agreement. The term "Advisory Agreement" shall mean the agreement
between the Corporation and the Advisor pursuant to which the Advisor will
direct or perform the day-to-day business affairs of the Corporation.

     Affiliate or Affiliated. The term "Affiliate" or "Affiliated" shall mean,
with respect to any Person, (i) any Person directly or indirectly owning,
controlling or holding, with the power to vote, ten percent or more of the
outstanding voting securities of such other Person; (ii) any Person ten percent
or more of whose outstanding voting securities are directly or indirectly owned,
controlled or held, with the power to vote, by such other Person; (iii) any
Person directly or indirectly controlling, controlled by or under common control
with such other Person; (iv) any executive officer, director, trustee or general
partner of such other Person; and (v) any legal entity for which such Person
acts as an executive officer, director, trustee or general partner.

     Aggregate Share Ownership Limit. The term "Aggregate Share Ownership Limit"
shall mean not more than 9.8% in value of the aggregate of the outstanding
Shares.

     Appraised Value. The term "Appraised Value" shall mean value according to
an appraisal made by an Independent Appraiser, which may take into consideration
any factor deemed appropriate by such Independent Appraiser, including, but not
limited to, the terms and conditions of any lease of a relevant property, the
quality of any lessee's, borrower's or other counter-party's credit and the
conditions of the credit markets. The Appraised Value of a Property may be
greater than the construction cost or the replacement cost of the Property.


                                      -2-

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     Average Invested Assets. The term "Average Invested Assets" shall mean the
average during any period of the aggregate book value of the Corporation's
Investments, before deducting reserves for depreciation, bad debts, impairments,
amortization and all other non-cash reserves, computed by taking the average of
such values at the end of each month during such period.

     Beneficial Ownership. The term "Beneficial Ownership" shall mean ownership
of Shares by a Person, whether the interest in Shares is held directly or
indirectly (including by a nominee), and shall include interests that would be
treated as owned through the application of Section 544 of the Code, as modified
by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner," "Beneficially
Owns" and "Beneficially Owned" shall have the correlative meanings.

     Board or Board of Directors. The term "Board" or "Board of Directors" shall
mean the Board of Directors of the Corporation.

     Business Day. The term "Business Day" shall mean any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions in New York City are authorized or required by law, regulation or
executive order to close.

     Bylaws. The term "Bylaws" shall mean the Bylaws of the Corporation, as
amended from time to time.

     Charitable Beneficiary. The term "Charitable Beneficiary" shall mean one or
more beneficiaries of the Charitable Trust as determined pursuant to Section
6.2.6, provided that each such organization must be described in Section
501(c)(3) of the Code and contributions to each such organization must be
eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the
Code.

     Charitable Trust. The term "Charitable Trust" shall mean any trust provided
for in Section 6.2.1.

     Charitable Trustee. The term "Charitable Trustee" shall mean the Person
unaffiliated with the Corporation and a Prohibited Owner, that is appointed by
the Corporation to serve as Trustee of the Charitable Trust.

     Charter. The term "Charter" shall mean the charter of the Corporation.

     Code. The term "Code" shall have the meaning as provided in Article II
herein.

     Commencement of the Initial Public Offering. The term "Commencement of the
Initial Public Offering" shall mean the date that the Securities and Exchange
Commission declares effective the registration statement filed under the
Securities Act for the Initial Public Offering.

     Common Share Ownership Limit. The term "Common Share Ownership Limit" shall
mean not more than 9.8% (in value or in number of Shares, whichever is more
restrictive) of the aggregate of the outstanding Common Shares.

     Common Shares. The term "Common Shares" shall have the meaning as provided
in Section 5.1 herein.

     Competitive Real Estate Commission. The term "Competitive Real Estate
Commission" shall mean a real estate or brokerage commission paid for the
purchase or sale of a Property that is reasonable, customary and competitive in
light of the size, type and location of the Property.


                                      -3-

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     Construction Fee. The term "Construction Fee" shall mean a fee or other
remuneration for acting as general contractor and/or construction manager to
construct improvements, supervise and coordinate projects or to provide major
repairs or rehabilitations on a Property.

     Constructive Ownership. The term "Constructive Ownership" shall mean
ownership of Shares by a Person, whether the interest in Shares is held directly
or indirectly (including by a nominee), and shall include interests that would
be treated as owned through the application of Section 318(a) of the Code, as
modified by Section 856(d)(5) of the Code. The terms "Constructive Owner,"
"Constructively Owns" and "Constructively Owned" shall have the correlative
meanings.

     Contract Purchase Price. The term "Contract Purchase Price" shall mean the
amount actually paid or allocated (as of the date of purchase) to the purchase,
development, construction or improvement of an Investment or, in the case of an
originated Loan, the principal amount of such Loan, in each case exclusive of
Acquisition Fees and Acquisition Expenses.

     Contract Sales Price. The term "Contract Sales Price" shall mean the total
consideration received by the Corporation for the sale of a Property.

     Corporation. The term "Corporation" shall have the meaning as provided in
Article I herein.

     Development Fee. The term "Development Fee" shall mean a fee for the
packaging of a Property, including the negotiation and approval of plans, and
any assistance in obtaining zoning and necessary variances and financing for a
specific Property, either initially or at a later date.

     Director. The term "Director" shall have the meaning as provided in Section
7.1 herein.

     Distributions. The term "Distributions" shall mean any distributions of
money or other property, pursuant to Section 5.5 hereof, by the Corporation to
owners of Shares, including distributions that may constitute a return of
capital for federal income tax purposes.

     Excepted Holder. The term "Excepted Holder" shall mean a Stockholder for
whom an Excepted Holder Limit is created by this Article VI or by the Board of
Directors pursuant to Section 6.1.7.

     Excepted Holder Limit. The term "Excepted Holder Limit" shall mean,
provided that the affected Excepted Holder agrees to comply with the
requirements established by the Board of Directors pursuant to Section 6.1.7 and
subject to adjustment pursuant to Section 6.1.8, the percentage limit
established by the Board of Directors pursuant to Section 6.1.7.

     Excess Amount. The term "Excess Amount" shall have the meaning as provided
in Section 8.10 herein.

     Gross Proceeds. The term "Gross Proceeds" shall mean the aggregate purchase
price of all Shares sold for the account of the Corporation through an Offering,
without deduction for selling commissions, volume discounts, any marketing
support and due diligence expense reimbursement or Organization and Offering
Expenses in any Offering.

     Indemnitee. The term "Indemnitee" shall have the meaning as provided in
Section 12.2.1(b) herein.

     Independent Appraiser. The term "Independent Appraiser" shall mean a
qualified appraiser of real estate as determined by the Board, who has no
material current or prior business or personal


                                      -4-

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relationship with the Corporation, the Advisor, the Directors or their
respective Affiliates. Membership in a nationally recognized appraisal society
such as the American Institute of Real Estate Appraisers or the Society of Real
Estate Appraisers shall be conclusive evidence of such qualification.

     Independent Director. The term "Independent Director" shall mean a Director
who is not on the date of determination, and within the last two years from the
date of determination has not been, directly or indirectly associated with the
Sponsor or the Advisor by virtue of (i) ownership of an interest in the Sponsor,
the Advisor or any of their Affiliates, other than the Corporation, (ii)
employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service
as an officer or director of the Sponsor, the Advisor or any of their
Affiliates, other than as a Director of the Corporation, (iv) performance of
services, other than as a Director, for the Corporation, (v) service as a
director or trustee of more than three real estate investment trusts organized
by the Sponsor or advised by the Advisor, or (vi) maintenance of a material
business or professional relationship with the Sponsor, the Advisor or any of
their Affiliates. A business or professional relationship is considered
"material" per se if the aggregate gross revenue derived by the Director from
the Sponsor, the Advisor and their Affiliates exceeds five percent of either the
Director's annual gross revenue during either of the last two years or the
Director's net worth on a fair market value basis. In addition, (x) a Director's
ownership of Shares or of shares of stock of another REIT organized by the
Sponsor or advised by the Advisor for which the Director has served or is
serving as a member of the board of directors and (y) indirect ownership of an
immaterial amount of stock of the Sponsor (for example, through ownership of a
widely diversified mutual fund) shall be deemed not to be an interest prohibited
by clause (i) of this definition. An indirect association with the Sponsor or
the Advisor shall include circumstances in which a Director's spouse, parent,
child, sibling, mother- or father-in-law, son- or daughter-in-law or brother- or
sister-in-law is or has been associated with the Sponsor, the Advisor, any of
their Affiliates or the Corporation.

     Initial Date. The term "Initial Date" shall mean the date on which Shares
are first issued in the Corporation's first Offering.

     Initial Investment. The term "Initial Investment" shall mean that portion
of the initial capitalization of the Corporation contributed by the Sponsor or
its Affiliates pursuant to Section II.A. of the NASAA REIT Guidelines.

     Initial Public Offering. The term "Initial Public Offering" shall mean the
first Offering pursuant to an effective registration statement filed under the
Securities Act.

     Investment. The term "Investment" shall mean an investment made by the
Corporation in a Property, Loan or other asset that is consistent with the
investment objectives and policies of the Corporation.

     Joint Ventures. The term "Joint Ventures" shall mean those joint venture or
partnership arrangements in which the Corporation or any of its subsidiaries is
a co-venturer or general partner established to acquire or hold Investments.

     Leverage. The term "Leverage" shall mean the aggregate amount of
indebtedness of the Corporation for money borrowed (including purchase money
mortgage loans) outstanding at any time, both secured and unsecured.

     Listing. The term "Listing" shall mean the listing of the Common Shares on
a national securities exchange, the quotation of the Common Shares by The Nasdaq
Stock Market ("Nasdaq") or the trading of the Common Shares in the
over-the-counter market. Upon such Listing, the Common Shares shall be deemed
Listed.


                                      -5-

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     Loans. The term "Loans" shall mean the notes and other evidences of
indebtedness or obligations acquired or entered into, directly or indirectly, by
the Corporation as lender, noteholder, participant, note purchaser or other
capacity, including but not limited to first or subordinate mortgage loans,
construction loans, development loans, loan participation, B notes, loans
secured by capital stock or any other assets or form of equity interest and any
other type of loan or financial arrangement, such as providing or arranging for
letters of credit, providing guarantees of obligations to third parties, or
providing commitments for loans. The term "Loans" shall not include leases which
are not recognized as leases for Federal income tax reporting purposes.

     Market Price. The term "Market Price" on any date shall mean, with respect
to any class or series of outstanding Shares, the Closing Price for such Shares
on such date. The "Closing Price" on any date shall mean the last sale price for
such Shares, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, for such Shares, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the NYSE or,
if such Shares are not listed or admitted to trading on the NYSE, as reported on
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which such
Shares are listed or admitted to trading or, if such Shares are not listed or
admitted to trading on any national securities exchange, the last quoted price,
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System or, if such system is no longer in use,
the principal other automated quotation system that may then be in use or, if
such Shares are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in such Shares selected by the Board of Directors or, in the event that no
trading price is available for such Shares, the fair market value of Shares, as
determined in good faith by the Board of Directors.

     MGCL. The term "MGCL" shall mean the Maryland General Corporation Law, as
amended from time to time.

     NASAA REIT Guidelines. The term "NASAA REIT Guidelines" shall mean the
Statement of Policy Regarding Real Estate Investment Trusts published by the
North American Securities Administrators Association on September 29, 1993 and
in effect on the Initial Date.

     Net Assets. The term "Net Assets" shall mean the total assets of the
Corporation (other than intangibles) valued at cost, before deducting
depreciation, reserves for bad debts or other non-cash reserves, less total
liabilities, calculated quarterly by the Corporation on a basis consistently
applied.

     NYSE. The term "NYSE" shall mean the New York Stock Exchange.

     Offering. The term "Offering" shall mean the offering of Shares pursuant to
a Prospectus.

     Operating Expenses. The term "Operating Expenses" shall mean all
consolidated operating, general and administrative expenses paid or incurred by
the Corporation, as determined under generally accepted accounting principles,
except the following (insofar as they would otherwise be considered operating,
general and administrative expenses under generally accepted accounting
principles): (i) interest and discounts and other cost of borrowed money; (ii)
taxes (including state, Federal and foreign income tax, property taxes and
assessments, franchise taxes and taxes of any other nature); (iii) expenses of
raising capital, including Organization and Offering Expenses, printing,
engraving, and other expenses, and taxes incurred in connection with the
issuance and distribution of the Corporation's Shares and Securities; (iv)
Acquisition Expenses, real estate commissions on resale of property and other
expenses connected with the acquisition, disposition, origination, ownership and
operation of


                                      -6-

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Investments, including the costs of foreclosure, insurance premiums, legal
services, brokerage and sales commissions, and the maintenance, repair and
improvement of Property; (v) Acquisition Fees or Subordinated Disposition Fees
payable to the Advisor or any other party; (vi) distributions paid by the
Operating Partnership to the special general partner under the agreement of
limited partnership of the Operating Partnership in respect of gains realized on
dispositions of Investments; (vii) amounts paid to effect a redemption or
repurchase of the special general partner interest held by the special general
partner pursuant to the agreement of limited partnership of the Operating
Partnership; and (viii) non-cash items, such as depreciation, amortization,
depletion, and additions to reserves for depreciation, amortization, depletion,
losses and bad debts. Notwithstanding anything herein to the contrary, Operating
Expenses shall include asset management fees and any loan refinancing fee and,
solely for purposes of determining compliance with the 2%/25% Guidelines,
distributions of profits and cash flow made by the Operating Partnership to the
special general partner pursuant to the agreement of limited partnership of the
Operating Partnership, other than distributions described in clauses (vi) and
(vii) of this definition.

     Operating Partnership. The term "Operating Partnership" or "OP" shall mean
CPA:17 Limited Partnership, a Delaware limited partnership, through which the
Corporation may own Investments.

     Organization and Offering Expenses. The term "Organization and Offering
Expenses" shall mean those expenses payable by the Corporation and the OP in
connection with the formation, qualification and registration of the Corporation
and in marketing and distributing Shares including, but not limited to such
expenses as: (i) the preparation, printing, filing and delivery of registration
statements and prospectuses (including any amendments thereof or supplements
thereto) and the preparing and printing of contractual agreements between the
Corporation, the OP, sales agents and selected dealers (including copies
thereof); (ii) the preparing and printing of the Charter and Bylaws, other
solicitation material and related documents and the filing and/or recording of
such documents necessary to comply with the laws of the State of Maryland for
the formation of a corporation and thereafter for the continued good standing of
a corporation; (iii) the qualification or registration of the Shares under state
securities or "Blue Sky" laws; (iv) any escrow arrangements, including any
compensation to an escrow agent; (v) the filing fees payable to the United
States Securities and Exchange Commission and to the National Association of
Securities Dealers, Inc.; (vi) reimbursement for the reasonable and identifiable
out-of-pocket expenses of the sales agent and the selected dealers, including
the cost of their counsel; (vii) the fees of the Corporation's counsel; (viii)
all advertising expenses incurred in connection with an Offering, including the
cost of all sales literature and the costs related to investor and broker/dealer
sales and information meetings and marketing incentive programs; and (ix)
selling commissions selected dealer fees, marketing fees, incentive fees, due
diligence fees and wholesaling fees incurred in connection with the sale of the
Shares.

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

     Preferred Shares. The term "Preferred Shares" shall have the meaning as
provided in Section 5.1 herein.

     Prohibited Owner. The term "Prohibited Owner" shall mean, with respect to
any purported Transfer, any Person who, but for the provisions of Section 6.1.1,
would Beneficially Own or


                                      -7-

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Constructively Own Shares, and if appropriate in the context, shall also mean
any Person who would have been the record owner of Shares that the Prohibited
Owner would have so owned.

     Property or Properties. The term "Property" or "Properties" shall mean, as
the context requires, the Corporation's entire interest in real property
(including leasehold interests) and personal or mixed property connected
therewith. A definitive arrangement which obligates the Corporation to acquire a
Property shall be treated as a Property.

     Prospectus. The term "Prospectus" shall mean the same as that term is
defined in Section 2(10) of the Securities Act, including a preliminary
prospectus, an offering circular as described in Rule 256 of the General Rules
and Regulations under the Securities Act, or, in the case of an intrastate
offering, any document by whatever name known, utilized for the purpose of
offering and selling Securities to the public.

     Reinvestment Plan. The term "Reinvestment Plan" shall have the meaning as
provided in Section 5.10 herein.

     REIT. The term "REIT" shall mean a corporation, trust, association or other
legal entity (other than a real estate syndication) that is engaged primarily in
investing in equity interests in real estate (including fee ownership and
leasehold interests) or in loans secured by real estate or both as defined
pursuant to the REIT Provisions of the Code.

     REIT Provisions of the Code. The term "REIT Provisions of the Code" shall
mean Sections 856 through 860 of the Code and any successor or other provisions
of the Code relating to real estate investment trusts (including provisions as
to the attribution of ownership of beneficial interests therein) and the
regulations promulgated thereunder.

     Restriction Termination Date. The term "Restriction Termination Date" shall
mean the first day after the Initial Date on which the Board of Directors
determines that it is no longer in the best interests of the Corporation to
attempt to, or continue to, qualify as a REIT or that compliance with the
restrictions and limitations on Beneficial Ownership, Constructive Ownership and
Transfers of Shares set forth herein is no longer required in order for the
Corporation to qualify as a REIT.

     Roll-Up Entity. The term "Roll-Up Entity" shall mean a partnership, real
estate investment trust, corporation, trust or similar entity that would be
created or would survive after the successful completion of a proposed Roll-Up
Transaction.

     Roll-Up Transaction. The term "Roll-Up Transaction" shall mean a
transaction involving the acquisition, merger, conversion or consolidation
either directly or indirectly of the Corporation and the issuance of securities
of a Roll-Up Entity to the Stockholders. Such term does not include:

     (a)  a transaction involving securities of the Corporation that have been
          for at least twelve months listed on a national securities exchange or
          traded through Nasdaq's National Market System; or

     (b)  a transaction involving the conversion to corporate, trust or
          association form of only the Corporation, if, as a consequence of the
          transaction, there will be no significant adverse change in any of the
          following:

          (i)  Stockholders' voting rights;


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          (ii) the term of existence of the Corporation;

          (iii) Sponsor or Advisor compensation; or

          (iv) the Corporation's investment objectives.

     SDAT. The term "SDAT" shall have the meaning as provided in Section 5.4
herein.

     Securities. The term "Securities" shall mean any of the following issued by
the Corporation, as the text requires: Shares, any other stock, shares or other
evidences of equity or beneficial or other interests, voting trust certificates,
bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments
commonly known as "securities" or any certificates of interest, shares or
participations in, temporary or interim certificates for, receipts for,
guarantees of, or warrants, options or rights to subscribe to, purchase or
acquire, any of the foregoing.

     Securities Act. The term "Securities Act" shall mean the Securities Act of
1933, as amended from time to time, or any successor statute thereto. Reference
to any provision of the Securities Act shall mean such provision as in effect
from time to time, as the same may be amended, and any successor provision
thereto, as interpreted by any applicable regulations as in effect from time to
time.

     Shares. The term "Shares" shall mean shares of stock of the Corporation of
any class or series, including Common Shares or Preferred Shares.

     Sponsor. The term "Sponsor" shall mean any Person which (i) is directly or
indirectly instrumental in organizing, wholly or in part, the Corporation, (ii)
will control, manage or participate in the management of the Corporation, and
any Affiliate of any such Person, (iii) takes the initiative, directly or
indirectly, in founding or organizing the Corporation, either alone or in
conjunction with one or more other Persons, (iv) receives a material
participation in the Corporation in connection with the founding or organizing
of the business of the Corporation, in consideration of services or property, or
both services and property, (v) has a substantial number of relationships and
contacts with the Corporation, (vi) possesses significant rights to control
Properties, (vii) receives fees for providing services to the Corporation which
are paid on a basis that is not customary in the industry, or (viii) provides
goods or services to the Corporation on a basis which was not negotiated at
arm's-length with the Corporation. "Sponsor" does not include any Person whose
only relationship with the Corporation is that of an independent property
manager and whose only compensation is as such, or wholly independent third
parties such as attorneys, accountants and underwriters whose only compensation
is for professional services.

     Stockholder List. The term "Stockholder List" shall have the meaning as
provided in Section 11.5 herein.

     Stockholders. The term "Stockholders" shall mean the holders of record of
the Shares as maintained in the books and records of the Corporation or its
transfer agent.

     Subordinated Acquisition Fee. The term "Subordinated Acquisition Fee" shall
mean the subordinated fee payable to the Advisor or an Affiliate under the
Advisory Agreement for property acquisition services.


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     Subordinated Disposition Fee. The term "Subordinated Disposition Fee" shall
mean the subordinated fee paid to the Advisor or an Affiliate under the Advisory
Agreement for property disposition services.

     Termination Date. The term "Termination Date" shall mean the date of
termination of the Advisory Agreement.

     Total Investment Cost. The term "Total Investment Cost" with regard to any
Investment shall mean, an amount equal to the sum of the Contract Purchase Price
of such Investment plus the Acquisition Fees and Acquisition Expenses paid in
connection with such Investment.

     Transfer. The term "Transfer" shall mean any issuance, sale, transfer,
gift, assignment, devise or other disposition, as well as any other event that
causes any Person to acquire Beneficial Ownership or Constructive Ownership, or
any agreement to take any such actions or cause any such events, of Shares or
the right to vote or receive dividends on Shares, including (a) the granting or
exercise of any option (or any disposition of any option), (b) any disposition
of any securities or rights convertible into or exchangeable for Shares or any
interest in Shares or any exercise of any such conversion or exchange right and
(c) Transfers of interests in other entities that result in changes in
Beneficial or Constructive Ownership of Shares; in each case, whether voluntary
or involuntary, whether owned of record, Constructively Owned or Beneficially
Owned and whether by operation of law or otherwise. The terms "Transferring" and
"Transferred" shall have the correlative meanings.

     2%/25% Guidelines. The term "2%/25% Guidelines" shall have the meaning as
provided in Section 8.9 herein.

     Unimproved Real Property. The term "Unimproved Real Property" shall mean
Property in which the Corporation has an equity interest that was not acquired
for the purpose of producing rental or other operating income, that has no
development or construction in process and for which no development or
construction is planned, in good faith, to commence within one year.

                                    ARTICLE V

                                      STOCK

     Section 5.1 Authorized Shares. The Corporation has authority to issue
450,000,000 Shares, consisting of 400,000,000 shares of Common Stock, $.001 par
value per share ("Common Shares"), and 50,000,000 shares of Preferred Stock,
$.001 par value per share ("Preferred Shares"). The aggregate par value of all
authorized Shares having par value is $450,000.00. All Shares shall be fully
paid and nonassessable when issued. If Shares of one class are classified or
reclassified into Shares of another class pursuant to this Article V, the number
of authorized Shares of the former class shall be automatically decreased and
the number of Shares of the latter class shall be automatically increased, in
each case by the number of Shares so classified or reclassified, so that the
aggregate number of Shares of all classes that the Corporation has authority to
issue shall not be more than the total number of Shares set forth in the first
sentence of this paragraph. The Board of Directors, with the approval of a
majority of the entire Board and without any action by the Stockholders, may
amend the Charter from time to time to increase or decrease the aggregate number
of Shares or the number of Shares of any class or series that the Corporation
has authority to issue.


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<PAGE>

Section 5.2 Common Shares.

          Section 5.2.1 Common Shares Subject to Terms of Preferred Shares. The
     Common Shares shall be subject to the express terms of any series of
     Preferred Shares.

          Section 5.2.2 Description. Subject to the provisions of Article VI and
     except as may otherwise be specified in the terms of any class or series of
     Common Shares, each Common Share shall entitle the holder thereof to one
     vote per share on all matters upon which Stockholders are entitled to vote
     pursuant to Section 11.2 hereof. The Board may classify or reclassify any
     unissued Common Shares from time to time in one or more classes or series
     of Shares; provided, however, that the voting rights per Share (other than
     any publicly held Share) sold in a private offering shall not exceed the
     voting rights which bear the same relationship to the voting rights of a
     publicly held Share as the consideration paid to the Corporation for each
     privately offered Share bears to the book value of each outstanding
     publicly held Share.

          Section 5.2.3 Rights Upon Liquidation. In the event of any voluntary
     or involuntary liquidation, dissolution or winding up, or any distribution
     of the assets of the Corporation, the aggregate assets available for
     distribution to holders of the Common Shares shall be determined in
     accordance with applicable law. Each holder of Common Shares of a
     particular class shall be entitled to receive, ratably with each other
     holder of Common Shares of such class, that portion of such aggregate
     assets available for distribution as the number of outstanding Common
     Shares of such class held by such holder bears to the total number of
     outstanding Common Shares of such class then outstanding.

          Section 5.2.4 Voting Rights. Except as may be provided otherwise in
     the Charter, and subject to the express terms of any series of Preferred
     Shares, the holders of the Common Shares shall have the exclusive right to
     vote on all matters (as to which a common stockholder shall be entitled to
     vote pursuant to applicable law) at all meetings of the Stockholders.

     Section 5.3 Preferred Shares. The Board may classify any unissued Preferred
Shares and reclassify any previously classified but unissued Preferred Shares of
any series from time to time, in one or more classes or series of Shares;
provided, however, that the voting rights per Share (other than any publicly
held Share) sold in a private offering shall not exceed the voting rights which
bear the same relationship to the voting rights of a publicly held Share as the
consideration paid to the Corporation for each privately offered Share bears to
the book value of each outstanding publicly held Share.

     Section 5.4 Classified or Reclassified Shares. Prior to issuance of
classified or reclassified Shares of any class or series, the Board by
resolution shall: (a) designate that class or series to distinguish it from all
other classes and series of Shares; (b) specify the number of Shares to be
included in the class or series; (c) set or change, subject to the provisions of
Article VI and subject to the express terms of any class or series of Shares
outstanding at the time, the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends or other distributions,
qualifications and terms and conditions of redemption for each class or series;
and (d) cause the Corporation to file articles supplementary with the State
Department of Assessments and Taxation of Maryland ("SDAT"). Any of the terms of
any class or series of Shares set or changed pursuant to clause (c) of this
Section 5.4 may be made dependent upon facts or events ascertainable outside the
Charter (including determinations by the Board or other facts or events within
the control of the Corporation) and may vary among holders thereof, provided
that the manner in which such facts, events or variations shall operate upon the
terms of such class or series of Shares is clearly and expressly set forth in
the articles supplementary or other charter document.


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<PAGE>

     Section 5.5 Dividends and Distributions. The Board of Directors may from
time to time authorize the Corporation to declare and pay to Stockholders such
dividends or Distributions, in cash or other assets of the Corporation or in
securities of the Corporation or from any other source as the Board of Directors
in its discretion shall determine. The Board of Directors shall endeavor to
authorize the Corporation to declare and pay such dividends and Distributions as
shall be necessary for the Corporation to qualify as a REIT under the Code so
long as such qualification, in the opinion of the Board of Directors, is in the
best interest of the Corporation; however, Stockholders shall have no right to
any dividend or Distribution unless and until authorized by the Board and
declared by the Corporation. The exercise of the powers and rights of the Board
of Directors pursuant to this Section 5.5 shall be subject to the provisions of
any class or series of Shares at the time outstanding. The receipt by any Person
in whose name any Shares are registered on the records of the Corporation or by
his or her duly authorized agent shall be a sufficient discharge for all
dividends or Distributions payable or deliverable in respect of such Shares and
from all liability to see to the application thereof. Distributions in kind
shall not be permitted, except for distributions of readily marketable
securities, distributions of beneficial interests in a liquidating trust
established for the dissolution of the Corporation and the liquidation of its
assets in accordance with the terms of the Charter or distributions in which (i)
the Board advises each Stockholder of the risks associated with direct ownership
of the property, (ii) the Board offers each Stockholder the election of
receiving such in-kind distributions, and (iii) in-kind distributions are made
only to those Stockholders that accept such offer.

     Section 5.6 Charter and Bylaws. The rights of all Stockholders and the
terms of all Shares are subject to the provisions of the Charter and the Bylaws.

     Section 5.7 No Issuance of Share Certificates. Until Listing, the
Corporation shall not issue stock certificates. A Stockholder's investment shall
be recorded on the books of the Corporation. To transfer his or her Shares, a
Stockholder shall submit an executed form to the Corporation, which form shall
be provided by the Corporation upon request. Such transfer will also be recorded
on the books of the Corporation. Upon issuance or transfer of Shares, the
Corporation will provide the Stockholder with information concerning his or her
rights with regard to such Shares, as required by the Bylaws and the MGCL or
other applicable law.

     Section 5.8 Suitability of Stockholders. Until Listing, the following
provisions shall apply:

          Section 5.8.1 Investor Suitability Standards. Subject to suitability
     standards established by individual states, to become a Stockholder in the
     Corporation, if such prospective Stockholder is an individual (including an
     individual beneficiary of a purchasing Individual Retirement Account), or
     if the prospective Stockholder is a fiduciary (such as a trustee of a trust
     or corporate pension or profit sharing plan, or other tax-exempt
     organization, or a custodian under a Uniform Gifts to Minors Act), such
     individual or fiduciary, as the case may be, must represent to the
     Corporation, among other requirements as the Corporation may require from
     time to time:

               (a) that such individual (or, in the case of a fiduciary, that
          the fiduciary account or the donor who directly or indirectly supplies
          the funds to purchase the Shares) has a minimum annual gross income of
          $70,000 and a net worth (excluding home, furnishings and automobiles)
          of not less than $70,000; or

               (b) that such individual (or, in the case of a fiduciary, that
          the fiduciary account or the donor who directly or indirectly supplies
          the funds to purchase the Shares) has a net worth (excluding home,
          furnishings and automobiles) of not less than $250,000.


                                      -12-

<PAGE>

          Section 5.8.2 Determination of Suitability of Sale. Each Person
     selling Shares on behalf of the Corporation shall make every reasonable
     effort to determine that the purchase of Shares by Stockholders is a
     suitable and appropriate investment for such Stockholder. In making this
     determination, each Person selling Shares on behalf of the Corporation
     shall ascertain that the prospective Stockholder: (a) meets the minimum
     income and net worth standards established for the Corporation; (b) can
     reasonably benefit from the Corporation based on the prospective
     Stockholder's overall investment objectives and portfolio structure; (c) is
     able to bear the economic risk of the investment based on the prospective
     Stockholder's overall financial situation; and (d) has apparent
     understanding of (1) the fundamental risks of the investment; (2) the risk
     that the Stockholder may lose the entire investment; (3) the lack of
     liquidity of the Shares; (4) the restrictions on transferability of the
     Shares; and (5) the tax consequences of the investment.

          Each Person selling Shares on behalf of the Corporation shall make
     this determination on the basis of information it has obtained from a
     prospective Stockholder. Relevant information for this purpose will include
     at least the age, investment objectives, investment experiences, income,
     net worth, financial situation, and other investments of the prospective
     Stockholder, as well as any other pertinent factors.

          Each Person selling Shares on behalf of the Corporation shall maintain
     records of the information used to determine that an investment in Shares
     is suitable and appropriate for a Stockholder. Each Person selling Shares
     on behalf of the Corporation shall maintain these records for at least six
     years.

          Section 5.8.3 Minimum Investment and Transfer. Subject to certain
     individual state requirements and the issuance of Shares under the
     Reinvestment Plan, no initial sale or transfer of Shares will be permitted
     of less than $2,000.

     Section 5.9 Repurchase of Shares. The Board may establish, from time to
time, a program or programs by which the Corporation voluntarily repurchases
Shares from its Stockholders; provided, however, that such repurchase does not
impair the capital or operations of the Corporation. The Sponsor, Advisor,
members of the Board or any Affiliates thereof may not receive any fees arising
out of the repurchase of Shares by the Corporation.

     Section 5.10 Distribution Reinvestment Plans. The Board may establish, from
time to time, a Distribution reinvestment plan or plans (each, a "Reinvestment
Plan"). Under any such Reinvestment Plan, (i) all material information regarding
Distributions to the Stockholders and the effect of reinvesting such
Distributions, including the tax consequences thereof, shall be provided to the
Stockholders not less often than annually, and (ii) each Stockholder
participating in such Reinvestment Plan shall have a reasonable opportunity to
withdraw from the Reinvestment Plan not less often than annually after receipt
of the information required in clause (i) above.


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<PAGE>

                                   ARTICLE VI

                 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

     Section 6.1 Shares.

          Section 6.1.1 Ownership Limitations. During the period commencing on
     the Initial Date and prior to the Restriction Termination Date, but subject
     to Section 6.3:

               (a) Basic Restrictions.

                    (i) (1) No Person, other than an Excepted Holder, shall
               Beneficially Own or Constructively Own Shares in excess of the
               Aggregate Share Ownership Limit, (2) no Person, other than an
               Excepted Holder, shall Beneficially Own or Constructively Own
               Common Shares in excess of the Common Share Ownership Limit and
               (3) no Excepted Holder shall Beneficially Own or Constructively
               Own Shares in excess of the Excepted Holder Limit for such
               Excepted Holder.

                    (ii) No Person shall Beneficially or Constructively Own
               Shares to the extent that such Beneficial or Constructive
               Ownership of Shares would result in the Corporation being
               "closely held" within the meaning of Section 856(h) of the Code
               (without regard to whether the ownership interest is held during
               the last half of a taxable year), or otherwise failing to qualify
               as a REIT (including, but not limited to, Beneficial or
               Constructive Ownership that would result in the Corporation
               owning (actually or Constructively) an interest in a tenant that
               is described in Section 856(d)(2)(B) of the Code if the income
               derived by the Corporation from such tenant would cause the
               Corporation to fail to satisfy any of the gross income
               requirements of Section 856(c) of the Code).

                    (iii) Any Transfer of Shares that, if effective, would
               result in Shares being beneficially owned by less than 100
               Persons (determined under the principles of Section 856(a)(5) of
               the Code) shall be void ab initio, and the intended transferee
               shall acquire no rights in such Shares.

               (b) Transfer in Trust. If any Transfer of Shares occurs which, if
          effective, would result in any Person Beneficially Owning or
          Constructively Owning Shares in violation of Section 6.1.1(a)(i) or
          (ii),

                    (i) then that number of Shares the Beneficial or
               Constructive Ownership of which otherwise would cause such Person
               to violate Section 6.1.1(a)(i) or (ii) (rounded up to the nearest
               whole share) shall be automatically transferred to a Charitable
               Trust for the benefit of a Charitable Beneficiary, as described
               in Section 6.2, effective as of the close of business on the
               Business Day prior to the date of such Transfer, and such Person
               shall acquire no rights in such Shares; or

                    (ii) if the transfer to the Charitable Trust described in
               clause (i) of this sentence would not be effective for any reason
               to prevent the violation of Section 6.1.1(a)(i) or (ii), then the
               Transfer of that number of Shares that otherwise would cause any
               Person to violate Section 6.1.1(a)(i) or (ii) shall be void ab
               initio, and the intended transferee shall acquire no rights in
               such Shares.


                                      -14-

<PAGE>

          Section 6.1.2 Remedies for Breach. If the Board of Directors or its
     designee (including any duly authorized committee of the Board) shall at
     any time determine in good faith that a Transfer or other event has taken
     place that results in a violation of Section 6.1.1 or that a Person intends
     to acquire or has attempted to acquire Beneficial or Constructive Ownership
     of any Shares in violation of Section 6.1.1 (whether or not such violation
     is intended), the Board of Directors or its designee shall take such action
     as it deems advisable to refuse to give effect to or to prevent such
     Transfer or other event, including, without limitation, causing the
     Corporation to redeem Shares, refusing to give effect to such Transfer on
     the books of the Corporation or instituting proceedings to enjoin such
     Transfer or other event; provided, however, that any Transfers or attempted
     Transfers or other events in violation of Section 6.1.1 shall automatically
     result in the transfer to the Charitable Trust described above, and, where
     applicable, such Transfer (or other event) shall be void ab initio as
     provided above irrespective of any action (or non-action) by the Board of
     Directors or its designee.

          Section 6.1.3 Notice of Restricted Transfer. Any Person who acquires
     or attempts or intends to acquire Beneficial Ownership or Constructive
     Ownership of Shares that will or may violate Section 6.1.1(a), or any
     Person who would have owned Shares that resulted in a transfer to the
     Charitable Trust pursuant to the provisions of Section 6.1.1(b), shall
     immediately give written notice to the Corporation of such event, or in the
     case of such a proposed or attempted transaction, give at least 15 days'
     prior written notice, and shall provide to the Corporation such other
     information as the Corporation may request in order to determine the
     effect, if any, of such Transfer on the Corporation's status as a REIT.

          Section 6.1.4 Owners Required To Provide Information. From the Initial
     Date and prior to the Restriction Termination Date:

               (a) every owner of more than five percent (or such lower
          percentage as required by the Code or the Treasury Regulations
          promulgated thereunder) of the outstanding Shares, within 30 days
          after the end of each taxable year, shall give written notice to the
          Corporation stating the name and address of such owner, the number of
          Shares and other Shares Beneficially Owned and a description of the
          manner in which such Shares are held. Each such owner shall provide to
          the Corporation such additional information as the Corporation may
          request in order to determine the effect, if any, of such Beneficial
          Ownership on the Corporation's status as a REIT and to ensure
          compliance with the Aggregate Share Ownership Limit, the Common Share
          Ownership Limit and the other restrictions set forth herein.

               (b) each Person who is a Beneficial or Constructive Owner of
          Shares and each Person (including the stockholder of record) who is
          holding Shares for a Beneficial or Constructive Owner shall provide to
          the Corporation such information as the Corporation may request, in
          good faith, in order to determine the Corporation's status as a REIT
          and to comply with requirements of any taxing authority or
          governmental authority or to determine such compliance.

          Section 6.1.5 Remedies Not Limited. Subject to Section 7.10 of the
     Charter, nothing contained in this Section 6.1 shall limit the authority of
     the Board of Directors to take such other action as it deems necessary or
     advisable to protect the Corporation and the interests of its stockholders
     in preserving the Corporation's status as a REIT.

          Section 6.1.6 Ambiguity. In the case of an ambiguity in the
     application of any of the provisions of this Section 6.1, Section 6.2 or
     any definition contained in Article IV, the Board of


                                      -15-

<PAGE>

     Directors shall have the power to determine the application of the
     provisions of this Section 6.1 or Section 6.2 with respect to any situation
     based on the facts known to it. In the event Section 6.1 or 6.2 requires an
     action by the Board of Directors and the Charter fails to provide specific
     guidance with respect to such action, the Board of Directors shall have the
     power to determine the action to be taken so long as such action is not
     contrary to the provisions of Article IV or Sections 6.1 or 6.2. Absent a
     decision to the contrary by the Board of Directors (which the Board may
     make in its sole and absolute discretion), if a Person would have (but for
     the remedies set forth in Section 6.1.2) acquired Beneficial or
     Constructive Ownership of Shares in violation of Section 6.1.1, such
     remedies (as applicable) shall apply first to the Shares which, but for
     such remedies, would have been Beneficially Owned or Constructively Owned
     (but not actually owned) by such Person, pro rata among the Persons who
     actually own such Shares based upon the relative number of the Shares held
     by each such Person.

          Section 6.1.7 Exceptions.

               (a) Subject to Section 6.1.1(a)(ii), the Board of Directors, in
          its sole discretion, may exempt (prospectively or retroactively) a
          Person from the Aggregate Share Ownership Limit and the Common Share
          Ownership Limit, as the case may be, and may establish or increase an
          Excepted Holder Limit for such Person if:

                    (i) the Board of Directors obtains such representations and
               undertakings from such Person as are reasonably necessary to
               ascertain that no individual's Beneficial or Constructive
               Ownership of such Shares will violate Section 6.1.1(a)(ii);

                    (ii) such Person does not and represents that it will not
               own, actually or Constructively, an interest in a tenant of the
               Corporation (or a tenant of any entity owned or controlled by the
               Corporation) that would cause the Corporation to own, actually or
               Constructively, more than a 9.9% interest (as set forth in
               Section 856(d)(2)(B) of the Code) in such tenant and the Board of
               Directors obtains such representations and undertakings from such
               Person as are reasonably necessary to ascertain this fact (for
               this purpose, a tenant from whom the Corporation (or an entity
               owned or controlled by the Corporation) derives (and is expected
               to continue to derive) a sufficiently small amount of revenue
               such that, in the opinion of the Board of Directors, rent from
               such tenant would not adversely affect the Corporation's ability
               to qualify as a REIT, shall not be treated as a tenant of the
               Corporation); and

                    (iii) such Person agrees that any violation or attempted
               violation of such representations or undertakings (or other
               action which is contrary to the restrictions contained in
               Sections 6.1.1 through 6.1.6) will result in such Shares being
               automatically transferred to a Charitable Trust in accordance
               with Sections 6.1.1(b) and 6.2.

               (b) Prior to granting any exception pursuant to Section 6.1.7(a),
          the Board of Directors may require a ruling from the Internal Revenue
          Service, or an opinion of counsel, in either case in form and
          substance satisfactory to the Board of Directors in its sole
          discretion, as it may deem necessary or advisable in order to
          determine or ensure the Corporation's status as a REIT.
          Notwithstanding the receipt of any ruling or opinion, the Board of
          Directors may impose such conditions or restrictions as it deems
          appropriate in connection with granting such exception.


                                      -16-

<PAGE>

               (c) Subject to Section 6.1.1(a)(ii), an underwriter which
          participates in a public offering or a private placement of Shares (or
          securities convertible into or exchangeable for Shares) may
          Beneficially Own or Constructively Own Shares (or securities
          convertible into or exchangeable for Shares) in excess of the
          Aggregate Share Ownership Limit, the Common Share Ownership Limit or
          both such limits, but only to the extent necessary to facilitate such
          public offering or private placement.

               (d) The Board of Directors may only reduce the Excepted Holder
          Limit for an Excepted Holder: (1) with the written consent of such
          Excepted Holder at any time, or (2) pursuant to the terms and
          conditions of the agreements and undertakings entered into with such
          Excepted Holder in connection with the establishment of the Excepted
          Holder Limit for that Excepted Holder. No Excepted Holder Limit shall
          be reduced to a percentage that is less than the Common Share
          Ownership Limit.

          Section 6.1.8 Increase in Aggregate Share Ownership and Common Share
     Ownership Limits. Subject to Section 6.1.2(a)(ii), the Board of Directors
     may from time to time increase the Common Share Ownership Limit and the
     Aggregate Share Ownership Limit for one or more Persons and decrease the
     Common Share Ownership Limit and the Aggregate Share Ownership Limit for
     all other Persons; provided, however, that the decreased Common Share
     Ownership Limit and/or Aggregate Share Ownership Limit will not be
     effective for any Person whose percentage ownership in Shares is in excess
     of such decreased Common Share Ownership Limit and/or Aggregate Share
     Ownership Limit until such time as such Person's percentage of Share equals
     or falls below the decreased Common Share Ownership Limit and/or Aggregate
     Share Ownership Limit, but any further acquisition of Shares in excess of
     such percentage ownership of Shares will be in violation of the Common
     Share Ownership Limit and/or Aggregate Share Ownership Limit and, provided
     further, that the new Common Share Ownership Limit and/or Aggregate Share
     Ownership Limit would not allow five or fewer Persons to Beneficially Own
     more than 49.9% in value of the outstanding Shares.

          Section 6.1.9 Legend. Any certificate representing Shares shall bear
     substantially the following legend:

     The Shares represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer for the purpose, among
others, of the Corporation's maintenance of its status as a Real Estate
Investment Trust (a "REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"). Subject to certain further restrictions and except as expressly
provided in the Corporation's Charter, (i) no Person may Beneficially or
Constructively Own Common Shares of the Corporation in excess of 9.8% (in value
or number of Shares) of the outstanding Common Shares of the Corporation unless
such Person is an Excepted Holder (in which case the Excepted Holder Limit shall
be applicable); (ii) no Person may Beneficially or Constructively Own Shares of
the Corporation in excess of 9.8% of the value of the total outstanding Shares
of the Corporation, unless such Person is an Excepted Holder (in which case the
Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or
Constructively Own Shares that would result in the Corporation being "closely
held" under Section 856(h) of the Code or otherwise cause the Corporation to
fail to qualify as a REIT; and (iv) no Person may Transfer Shares if such
Transfer would result in Shares of the Corporation being owned by fewer than 100
Persons. Any Person who Beneficially or Constructively Owns or attempts to
Beneficially or Constructively Own Shares which cause or will cause a Person to
Beneficially or Constructively Own Shares in excess or in violation of the above
limitations must immediately notify the Corporation. If any of the restrictions
on transfer or ownership are violated, the Shares represented hereby will be
automatically transferred to a Charitable Trust for the benefit of one or more
Charitable Beneficiaries. In addition, the Corporation may redeem Shares upon
the terms and conditions specified


                                      -17-

<PAGE>

by the Board of Directors in its sole discretion if the Board of Directors
determines that ownership or a Transfer or other event may violate the
restrictions described above. Furthermore, upon the occurrence of certain
events, attempted Transfers in violation of the restrictions described above may
be void ab initio. All capitalized terms in this legend have the meanings
defined in the Corporation's Charter, as the same may be amended from time to
time, a copy of which, including the restrictions on transfer and ownership,
will be furnished to each holder of Shares of the Corporation on request and
without charge. Requests for such a copy may be directed to the Secretary of the
Corporation at its principal office.

     Instead of the foregoing legend, the certificate may state that the
Corporation will furnish a full statement about certain restrictions on
transferability to a stockholder on request and without charge. In the case of
uncertificated Shares, the Corporation will send the holder of such Shares, on
request and without charge, a written statement of the information otherwise
required on certificates.

     Section 6.2 Transfer of Shares in Trust.

          Section 6.2.1 Ownership in Trust. Upon any purported Transfer or other
     event described in Section 6.1.1(b) that would result in a transfer of
     Shares to a Charitable Trust, such Shares shall be deemed to have been
     transferred to the Charitable Trustee as trustee of a Charitable Trust for
     the exclusive benefit of one or more Charitable Beneficiaries. Such
     transfer to the Charitable Trustee shall be deemed to be effective as of
     the close of business on the Business Day prior to the purported Transfer
     or other event that results in the transfer to the Charitable Trust
     pursuant to Section 6.1.1(b). The Charitable Trustee shall be appointed by
     the Corporation and shall be a Person unaffiliated with the Corporation and
     any Prohibited Owner. Each Charitable Beneficiary shall be designated by
     the Corporation as provided in Section 6.2.6.

          Section 6.2.2 Status of Shares Held by the Charitable Trustee. Shares
     held by the Charitable Trustee shall continue to be issued and outstanding
     Shares of the Corporation. The Prohibited Owner shall have no rights in the
     Shares held by the Charitable Trustee. The Prohibited Owner shall not
     benefit economically from ownership of any Shares held in trust by the
     Charitable Trustee, shall have no rights to dividends or other
     Distributions and shall not possess any rights to vote or other rights
     attributable to the Shares held in the Charitable Trust.

          Section 6.2.3 Dividend and Voting Rights. The Charitable Trustee shall
     have all voting rights and rights to dividends or other Distributions with
     respect to Shares held in the Charitable Trust, which rights shall be
     exercised for the exclusive benefit of the Charitable Beneficiary. Any
     dividend or other Distribution paid prior to the discovery by the
     Corporation that Shares have been transferred to the Charitable Trustee
     shall be paid with respect to such Shares to the Charitable Trustee upon
     demand and any dividend or other Distribution authorized but unpaid shall
     be paid when due to the Charitable Trustee. Any dividends or Distributions
     so paid over to the Charitable Trustee shall be held in trust for the
     Charitable Beneficiary. The Prohibited Owner shall have no voting rights
     with respect to Shares held in the Charitable Trust and, subject to
     Maryland law, effective as of the date that Shares have been transferred to
     the Charitable Trustee, the Charitable Trustee shall have the authority (at
     the Charitable Trustee's sole discretion) (i) to rescind as void any vote
     cast by a Prohibited Owner prior to the discovery by the Corporation that
     Shares have been transferred to the Charitable Trustee and (ii) to recast
     such vote in accordance with the desires of the Charitable Trustee acting
     for the benefit of the Charitable Beneficiary; provided, however, that if
     the Corporation has already taken irreversible corporate action, then the
     Charitable Trustee shall not have the authority to rescind and recast such
     vote. Notwithstanding the provisions of this Article VI, until the
     Corporation has received notification that Shares have been transferred
     into a Charitable Trust, the Corporation shall be entitled to rely on its
     share transfer and other stockholder records for purposes of preparing
     lists


                                      -18-

<PAGE>

     of stockholders entitled to vote at meetings, determining the validity and
     authority of proxies and otherwise conducting votes of stockholders.

          Section 6.2.4 Sale of Shares by Charitable Trustee. Within 20 days of
     receiving notice from the Corporation that Shares have been transferred to
     the Charitable Trust, the Charitable Trustee shall sell the Shares held in
     the Charitable Trust to a person, designated by the Charitable Trustee,
     whose ownership of the Shares will not violate the ownership limitations
     set forth in Section 6.1.1(a). Upon such sale, the interest of the
     Charitable Beneficiary in the Shares sold shall terminate and the
     Charitable Trustee shall distribute the net proceeds of the sale to the
     Prohibited Owner and to the Charitable Beneficiary as provided in this
     Section 6.2.4. The Prohibited Owner shall receive the lesser of (1) the
     price paid by the Prohibited Owner for the Shares or, if the Prohibited
     Owner did not give value for the Shares in connection with the event
     causing the Shares to be held in the Charitable Trust (e.g., in the case of
     a gift, devise or other such transaction), the Market Price of the Shares
     on the day of the event causing the Shares to be held in the Charitable
     Trust and (2) the price per share received by the Charitable Trustee (net
     of any commissions and other expenses of sale) from the sale or other
     disposition of the Shares held in the Charitable Trust. The Charitable
     Trustee may reduce the amount payable to the Prohibited Owner by the amount
     of dividends and Distributions which have been paid to the Prohibited Owner
     and are owed by the Prohibited Owner to the Charitable Trustee pursuant to
     Section 6.2.3 of this Article VI. Any net sales proceeds in excess of the
     amount payable to the Prohibited Owner shall be immediately paid to the
     Charitable Beneficiary. If, prior to the discovery by the Corporation that
     Shares have been transferred to the Charitable Trustee, such Shares are
     sold by a Prohibited Owner, then (i) such Shares shall be deemed to have
     been sold on behalf of the Charitable Trust and (ii) to the extent that the
     Prohibited Owner received an amount for such Shares that exceeds the amount
     that such Prohibited Owner was entitled to receive pursuant to this Section
     6.2.4, such excess shall be paid to the Charitable Trustee upon demand.

          Section 6.2.5 Purchase Right in Shares Transferred to the Charitable
     Trustee. Shares transferred to the Charitable Trustee shall be deemed to
     have been offered for sale to the Corporation, or its designee, at a price
     per share equal to the lesser of (i) the price per share in the transaction
     that resulted in such transfer to the Charitable Trust (or, in the case of
     a devise or gift, the Market Price at the time of such devise or gift) and
     (ii) the Market Price on the date the Corporation, or its designee, accepts
     such offer. The Corporation may reduce the amount payable to the Prohibited
     Owner by the amount of dividends and distributions which has been paid to
     the Prohibited Owner and are owed by the Prohibited Owner to the Charitable
     Trustee pursuant to Section 6.2.3 of this Article VI. The Corporation may
     pay the amount of such reduction to the Charitable Trustee for the benefit
     of the Charitable Beneficiary. The Corporation shall have the right to
     accept such offer until the Charitable Trustee has sold the Shares held in
     the Charitable Trust pursuant to Section 6.2.4. Upon such a sale to the
     Corporation, the interest of the Charitable Beneficiary in the Shares sold
     shall terminate and the Charitable Trustee shall distribute the net
     proceeds of the sale to the Prohibited Owner.

          Section 6.2.6 Designation of Charitable Beneficiaries. By written
     notice to the Charitable Trustee, the Corporation shall designate one or
     more nonprofit organizations to be the Charitable Beneficiary of the
     interest in the Charitable Trust such that (i) Shares held in the
     Charitable Trust would not violate the restrictions set forth in Section
     6.1.1(a) in the hands of such Charitable Beneficiary and (ii) each such
     organization must be described in Section 501(c)(3) of the Code and
     contributions to each such organization must be eligible for deduction
     under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.


                                      -19-

<PAGE>

     Section 6.3 NYSE Transactions. Nothing in this Article VI shall preclude
the settlement of any transaction entered into through the facilities of the
NYSE or any other national securities exchange or automated inter-dealer
quotation system. The fact that the settlement of any transaction occurs shall
not negate the effect of any other provision of this Article VI and any
transferee in such a transaction shall be subject to all of the provisions and
limitations set forth in this Article VI.

     Section 6.4 Enforcement. The Corporation is authorized specifically to seek
equitable relief, including injunctive relief, to enforce the provisions of this
Article VI.

     Section 6.5 Non-Waiver. No delay or failure on the part of the Corporation
or the Board of Directors in exercising any right hereunder shall operate as a
waiver of any right of the Corporation or the Board of Directors, as the case
may be, except to the extent specifically waived in writing.

                                   ARTICLE VII

                        PROVISIONS FOR DEFINING, LIMITING
                      AND REGULATING CERTAIN POWERS OF THE
                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

     Section 7.1 Number of Directors. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. The
number of Directors of the Corporation (the "Directors") shall be five, which
number may be increased or decreased from time to time pursuant to the Bylaws;
provided, however, that the total number of Directors shall not be fewer than
three. A majority of the Board will be Independent Directors except for a period
of up to 90 days after the death, removal or resignation of an Independent
Director pending the election of such Independent Director's successor. The
names of the Directors who shall serve until the first annual meeting of
stockholders and until their successors are duly elected and qualify are:

                                 Wm. Polk Carey
                                 Gordon F. DuGan
                               Elizabeth P. Munson
                                Richard J. Pinola
                                 James D. Price

These Directors may increase the number of Directors and fill any vacancy,
whether resulting from an increase in the number of Directors or otherwise, on
the Board of Directors prior to the first annual meeting of Stockholders in the
manner provided in the Bylaws.

     The Corporation elects, at such time as it becomes eligible to make the
election provided for under Section 3-804(c) of the MGCL, that, except as may be
provided by the Board of Directors in setting the terms of any class or series
of Shares, any and all vacancies on the Board of Directors may be filled only by
the affirmative vote of a majority of the remaining Directors in office, even if
the remaining Directors do not constitute a quorum, and any Director elected to
fill a vacancy shall serve for the remainder of the full term of the
directorship in which such vacancy occurred. Notwithstanding the foregoing
sentence, Independent Directors shall nominate replacements for vacancies among
the Independent Directors' positions, provided, however, that if there are no
Independent Directors, the Directors shall nominate replacements for vacancies
among the Independent Directors.

     Section 7.2 Experience. Each Director shall have at least three years of
relevant experience demonstrating the knowledge and experience required to
successfully acquire and manage the type of


                                      -20-

<PAGE>

assets being acquired by the Corporation. At least one of the Independent
Directors shall have three years of relevant real estate experience.

     Section 7.3 Committees. The Board may establish such committees as it deems
appropriate, in its discretion, provided that the majority of the members of
each committee are Independent Directors.

     Section 7.4 Term. Except as may otherwise be provided in the terms of any
Preferred Shares issued by the Corporation, each Director shall hold office for
one year, until the next annual meeting of Stockholders and until his or her
successor is duly elected and qualifies. Directors may be elected to an
unlimited number of successive terms.

     Section 7.5 Fiduciary Obligations. The Directors and the Advisor serve in a
fiduciary capacity to the Corporation and have a fiduciary duty to the
Stockholders of the Corporation, including, with respect to the Directors, a
specific fiduciary duty to supervise the relationship of the Corporation with
the Advisor.

     Section 7.6 Extraordinary Actions. Notwithstanding any provision of law
permitting or requiring any action to be taken or approved by the affirmative
vote of the holders of Shares entitled to cast a greater number of votes, any
such action shall be effective and valid if declared advisable by the Board of
Directors and taken or approved by the affirmative vote of holders of Shares
entitled to cast a majority of all the votes entitled to be cast on the matter.

     Section 7.7 Authorization by Board of Stock Issuance. The Board of
Directors may authorize the issuance from time to time of Shares of any class or
series, whether now or hereafter authorized, or securities or rights convertible
into Shares of any class or series, whether now or hereafter authorized, for
such consideration as the Board of Directors may deem advisable (or without
consideration in the case of a stock split or stock dividend), subject to such
restrictions or limitations, if any, as may be set forth in the Charter or the
Bylaws. The issuance of Preferred Shares shall also be approved by a majority of
Independent Directors not otherwise interested in the transaction, who shall
have access at the Corporation's expense to the Corporation's legal counsel or
to independent legal counsel.

     Section 7.8 Preemptive Rights and Appraisal Rights. Except as may be
provided by the Board of Directors in setting the terms of classified or
reclassified Shares pursuant to Section 5.4 or as may otherwise be provided by
contract approved by the Board of Directors, no holder of Shares shall, as such
holder, have any preemptive right to purchase or subscribe for any additional
Shares or any other security of the Corporation which it may issue or sell.
Holders of Shares shall not be entitled to exercise any rights of an objecting
stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor
statute unless the Board of Directors, upon the affirmative vote of a majority
of the Board of Directors, shall determine that such rights apply, with respect
to all or any classes or series of stock, to one or more transactions occurring
after the date of such determination in connection with which holders of such
Shares would otherwise be entitled to exercise such rights.

     Section 7.9 Determinations by Board. The determination as to any of the
following matters, made in good faith by or pursuant to the direction of the
Board of Directors consistent with the Charter, shall be final and conclusive
and shall be binding upon the Corporation and every holder of Shares: the amount
of the net income of the Corporation for any period and the amount of assets at
any time legally available for the payment of dividends, redemption of Shares or
the payment of other Distributions on Shares; the amount of paid-in surplus, net
assets, other surplus, annual or other cash flow, funds from operations, net
profit, net assets in excess of capital, undivided profits or excess of profits
over losses on sales of assets; the amount, purpose, time of creation, increase
or decrease, alteration or cancellation of


                                      -21-

<PAGE>

any reserves or charges and the propriety thereof (whether or not any obligation
or liability for which such reserves or charges shall have been created shall
have been paid or discharged); any interpretation of the terms, preferences,
conversion or other rights, voting powers or rights, restrictions, limitations
as to dividends or Distributions, qualifications or terms or conditions of
redemption of any class or series of Shares; the fair value, or any sale, bid or
asked price to be applied in determining the fair value, of any asset owned or
held by the Corporation or any Shares; the number of Shares of any class of the
Corporation; any matter relating to the acquisition, holding and disposition of
any assets by the Corporation; any conflict between the MGCL and the provisions
set forth in the NASAA REIT Guidelines; or any other matter relating to the
business and affairs of the Corporation or required or permitted by applicable
law, the Charter or Bylaws or otherwise to be determined by the Board of
Directors; provided, however, that any determination by the Board of Directors
as to any of the preceding matters shall not render invalid or improper any
action taken or omitted prior to such determination and no Director shall be
liable for making or failing to make such a determination; and provided,
further, that to the extent the Board determines that the MGCL conflicts with
the provisions set forth in the NASAA REIT Guidelines, the NASAA REIT Guidelines
control to the extent any provisions of the MGCL are not mandatory.

     Section 7.10 REIT Qualification. If the Corporation elects to qualify for
federal income tax treatment as a REIT, the Board of Directors shall use its
reasonable best efforts to take such actions as are necessary or appropriate to
preserve the status of the Corporation as a REIT; however, the Board of
Directors may revoke or otherwise terminate the Corporation's REIT election
pursuant to Section 856(g) of the Code if a majority of the directors not
otherwise interested in the transaction conclude that a failure to effect such a
revocation or termination could result in material adverse tax consequences to
the Corporation or its stockholders. The Board of Directors also may determine
that compliance with any restriction or limitation on stock ownership and
transfers set forth in Article VII is no longer required for REIT qualification.

     Section 7.11 Removal of Directors. Subject to the rights of holders of one
or more classes or series of Preferred Shares to elect or remove one or more
Directors, any Director, or the entire Board of Directors, may be removed from
office at any time, but only by the affirmative vote of at least a majority of
the votes entitled to be cast generally in the election of Directors at a
meeting called for the purpose of removing the Director, and the notice of that
meeting must state that the purpose, or one of the purposes of the meeting, is
the proposed removal of the Director.

                                  ARTICLE VIII

                                     ADVISOR

     Section 8.1 Appointment and Initial Investment of Advisor. The Board is
responsible for setting the general policies of the Corporation and for the
general supervision of its business conducted by officers, agents, employees,
advisors or independent contractors of the Corporation. However, the Board is
not required personally to conduct the business of the Corporation, and it may
(but need not) appoint, employ or contract with any Person (including a Person
Affiliated with any Director) as an Advisor and may grant or delegate such
authority to the Advisor as the Board may, in its sole discretion, deem
necessary or desirable. The term of retention of any Advisor shall not exceed
one year, although there is no limit to the number of times that a particular
Advisor may be retained. The Advisor or its Affiliates have made an initial
investment of $200,000 in the Corporation. The Advisor or any such Affiliate may
not sell this initial investment while the Advisor remains a Sponsor but may
transfer the initial investment to other Affiliates.


                                      -22-

<PAGE>

     Section 8.2 Supervision of Advisor. The Board shall evaluate the
performance of the Advisor before entering into or renewing an Advisory
Agreement, and the criteria used in such evaluation shall be reflected in the
minutes of the meetings of the Board. The Board may exercise broad discretion in
allowing the Advisor to administer and regulate the operations of the
Corporation, to act as agent for the Corporation, to execute documents on behalf
of the Corporation and to make executive decisions that conform to general
policies and principles established by the Board. The Board shall monitor the
Advisor to assure that the administrative procedures, operations and programs of
the Corporation are in the best interests of the Stockholders and are fulfilled.
The Independent Directors are responsible for reviewing the fees and expenses of
the Corporation at least annually or with sufficient frequency to determine that
the expenses incurred are reasonable in light of the investment performance of
the Corporation, its Net Assets, its Adjusted Net Income and the fees and
expenses of other comparable unaffiliated REITs. Each such determination shall
be reflected in the minutes of the meetings of the Board. The Independent
Directors also will be responsible for reviewing, from time to time and at least
annually, the performance of the Advisor and determining that compensation to be
paid to the Advisor is reasonable in relation to the nature and quality of
services performed and the investment performance of the Corporation and that
the provisions of the Advisory Agreement are being carried out. Specifically,
the Independent Directors will consider factors such as (i) the amount of the
fee paid to the Advisor in relation to the size, composition and performance of
the Assets, (ii) the success of the Advisor in generating opportunities that
meet the investment objectives of the Corporation, (iii) rates charged to other
REITs and to investors other than REITs by advisors performing the same or
similar services, (iv) additional revenues realized by the Advisor and its
Affiliates through their relationship with the Corporation, including loan
administration, underwriting or broker commissions, servicing, engineering,
inspection and other fees, whether paid by the Corporation or by others with
whom the Corporation does business, (v) the quality and extent of service and
advice furnished by the Advisor, (vi) the performance of the Assets, including
income, conservation or appreciation of capital, frequency of problem
investments and competence in dealing with distress situations, and (vii) the
quality of the Corporation's portfolio relative to the investments generated by
the Advisor for its own account. The Independent Directors may also consider all
other factors that it deems relevant, and the findings of the Independent
Directors on each of the factors considered shall be recorded in the minutes of
the Board. The Board shall determine whether any successor Advisor possesses
sufficient qualifications to perform the advisory function for the Corporation
and whether the compensation provided for in its contract with the Corporation
is justified.

     Section 8.3 Fiduciary Obligations. The Advisor shall have a fiduciary
responsibility and duty to the Corporation and to the Stockholders.

     Section 8.4 Affiliation and Functions. The Board, by resolution or in the
Bylaws, may provide guidelines, provisions or requirements concerning the
affiliation and functions of the Advisor.

     Section 8.5 Termination. Either a majority of the Independent Directors or
the Advisor may terminate the Advisory Agreement on 60 days' written notice
without cause or penalty, and, in such event, the Advisor will cooperate with
the Corporation and the Board in making an orderly transition of the advisory
function.

     Section 8.6 Disposition Fee on Sale of Property. Unless otherwise provided
in any resolution adopted by the Board of Directors, if the Advisor, any
Director, Sponsor or any Affiliate thereof provides a substantial amount of
services in the effort to sell an Investment, then such Person may receive a fee
in the amount equal to the lesser of (i) 50% of the Competitive Real Estate
Commission (if applicable) and (ii) three percent of the Contract Sales Price.
Total brokerage commissions (including real estate brokerage commissions)
payable to all Persons shall not exceed the lesser of (a) the Competitive Real
Estate Commission or (b) an amount equal to six percent of the Contract Sales
Price.


                                      -23-

<PAGE>

     Section 8.7 Incentive Fees. Unless otherwise provided in any resolution
adopted by the Board of Directors, the Corporation may pay the Advisor or an
Affiliate of the Advisor an interest in the gain from the sale of Investments,
provided the amount or percentage of such interest is reasonable. Such an
interest in gain from the sale of Investments shall be considered presumptively
reasonable if it does not exceed 15% of the balance of such net proceeds
remaining after payment to Stockholders, in the aggregate, of an amount equal to
100% of the invested capital (through liquidity or Distributions), plus a six
percent cumulative annual return. In the case of multiple Advisors, such Advisor
and any of their Affiliates shall be allowed such fees provided such fees are
distributed by a proportional method reasonably designed to reflect the value
added to the Corporation assets by each respective Advisor or any Affiliate. For
these purposes, Stockholders will be deemed to have been provided with liquidity
if the Shares are Listed, if Shares can be redeemed through the Corporation's
redemption plan on a quarterly basis without delay or some other liquidity
device has been provided which enables Stockholders to receive cash or
marketable securities for their Shares no less frequently than quarterly. The
return requirement will be deemed satisfied if the total distributions paid by
the Corporation equals or exceeds 100% of the capital raised by the Corporation
(less any amounts distributed from the sale or refinancing of any Investment).
The market value will be calculated on the basis of the average market value of
the Shares over the 30 trading days beginning 180 days after the Shares are
first listed on a stock exchange or listed or included for quotation.

     Section 8.8 Limitation on Organization and Offering Expenses and
Acquisition Fees. The Organization and Offering Expenses shall be reasonable. To
the extent that all Organizational and Offering Expenses (excluding selling
commissions, wholesaling fees, and fees paid and expenses reimbursed to Selected
Dealers) paid directly by the Corporation and its subsidiaries exceed four
percent of the Gross Proceeds, the excess will be paid by the Advisor. The total
of all Acquisition Fees (including Subordinated Acquisition Fees) and
Acquisition Expenses shall be reasonable and shall not exceed an amount equal to
six percent of the aggregate Contract Purchase Price of all Investments,
measured for the period beginning with the initial acquisition of an Investment
and ending (i) on December 31 of the year in which the Corporation has invested
90% of the net proceeds of its initial Offering (excluding the net proceeds from
the sale of Shares pursuant to the Reinvestment Plan), and (ii) on each December
31 thereafter, unless a majority of the Directors (including a majority of the
Independent Directors) not otherwise interested in any transaction approves the
excess as being commercially competitive, fair and reasonable to the
Corporation. In the event that the Sponsor holds an Investment on an interim
basis on behalf of the Corporation, all profits and losses generated from that
Investment during the interim period will be paid to the Corporation.

     Section 8.9 Reimbursement for Total Operating Expenses. If Operating
Expenses during the 12-month period ending on the last day of any fiscal quarter
of the Corporation exceed the greater of (i) two percent of the Average Invested
Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of
the Corporation during the same 12-month period, then subject to the following
sentence, such excess amount shall be the sole responsibility of the Advisor and
neither the Operating Partnership nor the Corporation shall be liable for
payment therefor. Notwithstanding the foregoing, to the extent that the Advisor
becomes responsible for any excess amount as provided in the foregoing sentence,
if a majority of the Independent Directors finds such excess amount or a portion
thereof justified based on such unusual and non-recurring factors as they deem
sufficient, the Operating Partnership shall reimburse the Advisor in future
quarters for the full amount of such excess, or any portion thereof, but only to
the extent such reimbursement would not cause the Operating Expenses to exceed
the 2%/25% Guidelines in the 12-month period ending on the last day of such
quarter. In no event shall the Operating Expenses payable by the Operating
Partnership in any 12-month period ending at the end of a fiscal quarter exceed
the 2%/25% Guidelines. Within 60 days after the end of any 12-month period
referred to in the foregoing for which Operating Expenses (for the 12 months
then ended) do exceed the 2%/25% Guidelines and the Independent Directors
determine that such excess Operating


                                      -24-

<PAGE>

Expenses are justified, there shall be sent to the Stockholders a written
disclosure of such fact, together with an explanation of the factors the
Independent Directors considered in ascertaining that such excess Operating
Expenses were justified. Additionally, such information shall be reflected in
the minutes of the meetings of the Board. All figures used in the foregoing
computation shall be determined in accordance with generally accepted accounting
principles applied in a consistent basis.

     Section 8.10 Reimbursement Limitation. The Corporation shall not reimburse
the Advisor or its Affiliates for services for which the Advisor or its
Affiliates are entitled to compensation in the form of a separate fee.

     Section 8.11 Other Activities of the Advisor. The Advisor shall not be
restricted to administering the investment activities of the Corporation as its
sole and exclusive function and may have other business interests and may engage
in other activities similar or in addition to those relating to the Corporation,
including the performance of services and advice to other Persons (including
other REITs) and the management of other investments (including investments of
the Advisor and its Affiliates). The Directors may request the Advisor to engage
in other activities which complement the Investments, and the Advisor may
receive compensation or commissions for those activities from the Corporation or
other Persons. Nothing herein shall limit or restrict the right of any director,
officer, employee or shareholder of the Advisor, whether or not also a Director,
officer or employee of the Company, to engage in any other business or to render
services of any kind to any other partnership, corporation, firm, individual,
trust or association. The Advisor with or without remuneration may render advice
and service to Persons involved with Investments. Except as provided in the
Advisory Agreement, neither the Advisor nor any Affiliate of the Advisor shall
be obligated generally to present any particular investment opportunity to the
Corporation even if the opportunity is of character which, if presented to the
Corporation, could be taken by the Corporation. In the event that the Advisor or
its Affiliates is presented with a potential investment which might be made by
the Corporation or any wholly-owned subsidiary corporation and by another
investment entity which the Advisor or its Affiliates advises or manages, the
Advisor shall determine the allocation of such potential investment in a fair
and reasonable manner and pursuant to procedures approved by a majority of the
Independent Directors.

                                   ARTICLE IX

                      INVESTMENT OBJECTIVES AND LIMITATIONS

     Section 9.1 Review of Objectives. The Independent Directors shall review
the investment policies of the Corporation with sufficient frequency (not less
often than annually) to determine that the policies being followed by the
Corporation are in the best interests of its Stockholders. Each such
determination and the basis therefor shall be set forth in the minutes of the
meetings of the Board.

     Section 9.2 Certain Permitted Investments. Until such time as the Common
Shares are Listed, the following investment limitations shall apply:

               (a) The Corporation may invest in Investments.

               (b) The Corporation may invest in Joint Ventures with the
          Sponsor, Advisor, one or more Directors or any Affiliate, only if a
          majority of Directors (including a majority of Independent Directors)
          not otherwise interested in the transaction, approve such investment
          as being fair and reasonable to the Corporation and on substantially
          the same terms and conditions as those received by the other joint
          venturers.


                                      -25-

<PAGE>

     Section 9.3 Investment Limitations. Until such time as the Common Shares
are Listed, the following investment limitations shall apply. In addition to
other investment restrictions imposed by the Board from time to time, consistent
with the Corporation's objective of qualifying as a REIT, the following shall
apply to the Corporation's investments:

               (a) Not more than ten percent of the Corporation's total assets
          shall be invested in Unimproved Real Property or mortgage loans on
          Unimproved Real Property.

               (b) The Corporation shall not invest in commodities or commodity
          future contracts. This limitation is not intended to apply to futures
          contracts, when used solely for hedging purposes in connection with
          the Corporation's ordinary business of investing in real estate assets
          and mortgages.

               (c) The Corporation shall not invest in or make any mortgage loan
          unless an appraisal is obtained concerning the underlying property
          except for those loans insured or guaranteed by a government or
          government agency. In cases in which a majority of Independent
          Directors so determine, and in all cases in which the transaction is
          with the Advisor, Sponsor, Directors, or any Affiliates thereof, such
          appraisal of the underlying property must be obtained from an
          Independent Appraiser. Such appraisal shall be maintained in the
          Corporation's records for at least five years and shall be available
          for inspection and duplication by any Stockholder for a reasonable
          charge. In addition to the appraisal, a mortgagee's or owner's title
          insurance policy or commitment as to the priority of the mortgage or
          condition of the title must be obtained.

               (d) The Corporation shall not make or invest in any mortgage
          loan, including a construction loan, on any one property if the
          aggregate amount of all mortgage loans outstanding on the property,
          including the loans of the Corporation, would exceed an amount equal
          to 85% of the appraised value of the property as determined by
          appraisal unless substantial justification exists because of the
          presence of other underwriting criteria. For purposes of this
          subsection, (i) investments in commercial mortgage backed securities
          shall be deemed not to be an investment in mortgage loans and (ii) the
          "aggregate amount of all mortgage loans outstanding on the property,
          including the loans of the Corporation" shall include all interest
          (excluding contingent participation in income and/or appreciation in
          value of the mortgaged property), the current payment of which may be
          deferred pursuant to the terms of such loans, to the extent that
          deferred interest on each loan exceeds five percent per annum of the
          principal balance of the loan.

               (e) The Corporation shall not invest in indebtedness secured by a
          mortgage on real property which is subordinate to the lien or other
          indebtedness of the Advisor, any Director, the Sponsor or any
          Affiliate of the Corporation.

               (f) The Corporation shall not issue (A) equity Securities
          redeemable solely at the option of the holder (except that
          Stockholders may offer their Common Shares to the Corporation pursuant
          to any repurchase plan adopted by the Board on terms outlined in the
          Prospectus relating to any Offering, as such plan is thereafter
          amended in accordance with its terms); (B) debt Securities unless the
          historical debt service coverage (in the most recently completed
          fiscal year) as adjusted for known changes is sufficient to properly
          service that higher level of debt; (C) equity Securities on a deferred
          payment basis or under similar arrangements; or (D) options or
          warrants to the Advisor, Directors, Sponsor or any Affiliate thereof
          except on the same terms as such options or warrants are sold to the
          general public. Options or warrants may be issued to persons other
          than the


                                      -26-

<PAGE>

          Advisor, Directors, Sponsor or any Affiliate thereof, but not at
          exercise prices less than the fair market value of the underlying
          Securities on the date of grant and not for consideration (which may
          include services) that in the judgment of the Independent Directors
          has a market value less than the value of such option or warrant on
          the date of grant. Options or warrants issuable to the Advisor,
          Directors, Sponsor or any Affiliate thereof shall not exceed ten
          percent of the outstanding Shares on the date of grant. The voting
          rights per Share (other than any publicly held Share) sold in a
          private offering shall not exceed the voting rights which bear the
          same relationship to the voting rights of a publicly held Share as the
          consideration paid to the Corporation for each privately offered Share
          bears to the book value of each outstanding publicly held Share.

               (g) The consideration paid for an Investment by the Corporation
          shall ordinarily be based on the fair market value thereof, as
          determined by a majority of the Directors (or of the members of a duly
          authorized committee thereof) or the Advisor's investment committee.
          If a majority of the Independent Directors on the Board of Directors
          or such duly authorized committee determine, or if the Investment is
          acquired from the Advisor, a Director, the Sponsor or their
          Affiliates, such fair market value shall be determined by a qualified
          Independent Appraiser selected by such Independent Directors.

               (h) The aggregate Leverage shall be reasonable and shall be
          reviewed by the Board at least quarterly. The maximum amount of such
          Leverage shall not exceed the lesser of 75% of the total costs of the
          Corporation's investment or 300% of its Net Assets. Notwithstanding
          the foregoing, Leverage may exceed such limit if any excess in
          borrowing over such level is approved by a majority of the Independent
          Directors. Any such excess borrowing shall be disclosed to
          Stockholders in the next quarterly report of the Corporation following
          such borrowing, along with justification for such excess.

               (i) The Corporation will continually review its investment
          activity to attempt to ensure that it is not classified as an
          "investment company" under the Investment Company Act of 1940, as
          amended.

               (j) The Corporation will not make any investment that the
          Corporation believes will be inconsistent with its objectives of
          qualifying and remaining qualified as a REIT unless and until the
          Board determines, in its sole discretion, that REIT qualification is
          not in the best interests of the Corporation.

               (k) The Corporation shall not invest in real estate contracts of
          sale unless such contracts of sale are in recordable form and
          appropriately recorded in the chain of title.

                                    ARTICLE X

                              CONFLICTS OF INTEREST

     Section 10.1 Sales and Leases to the Corporation. The Corporation may
purchase or lease an asset or assets from the Sponsor, the Advisor, a Director
or any Affiliate thereof upon a finding by a majority of Directors (including a
majority of Independent Directors) not otherwise interested in the transaction
that such transaction is fair and reasonable to the Corporation and at a price
to the Corporation no greater than the cost of the asset to such Sponsor,
Advisor, Director or Affiliate, or, if the price to the Corporation is in excess
of such cost, that substantial justification for such excess exists and such
excess


                                      -27-

<PAGE>

is reasonable. In no event shall the purchase price of any Property to the
Corporation exceed its current Appraised Value.

     Section 10.2 Sales and Leases to the Sponsor, Advisor, Directors or
Affiliates. An Advisor, Sponsor, Director or Affiliate thereof may purchase or
lease Assets from the Corporation if a majority of Directors (including a
majority of Independent Directors) not otherwise interested in the transaction
determine that the transaction is fair and reasonable to the Corporation.

     Section 10.3 Other Transactions.

               (a) The Corporation shall not engage in any other transaction
          with the Sponsor, the Advisor, a Director or any Affiliates thereof
          unless a majority of the Directors (including a majority of the
          Independent Directors) not otherwise interested in such transaction
          approve such transaction as fair and reasonable to the Corporation and
          on terms and conditions not less favorable to the Corporation than
          those available from unaffiliated third parties.

               (b) The Corporation shall not make loans to the Sponsor, the
          Advisor, a Director or any Affiliates thereof except Loans pursuant to
          Section 9.3(c) hereof or loans to wholly owned subsidiaries of the
          Corporation. The Sponsor, Advisor, Directors and any Affiliates
          thereof shall not make Loans to the Corporation, or to joint ventures
          in which the Corporation is a co-venturer, unless approved by a
          majority of the Directors (including a majority of the Independent
          Directors) not otherwise interested in such transaction as fair,
          competitive, and commercially reasonable, and no less favorable to the
          Corporation than comparable loans between unaffiliated parties.

                                   ARTICLE XI

                                  STOCKHOLDERS

     Section 11.1 Meetings. There shall be an annual meeting of the
Stockholders, to be held on such date and at such time and place as shall be
determined by or in the manner prescribed in the Bylaws, at which the Directors
shall be elected and any other proper business may be conducted; provided that
such annual meeting will be held upon reasonable notice and within a reasonable
period (not less than 30 days) following delivery of the annual report. The
holders of a majority of Shares entitled to vote who are present in person or by
proxy at an annual meeting at which a quorum is present, may, without the
necessity for concurrence by the Board, vote to elect the Directors. A quorum
shall be the presence in person or by proxy of Stockholders entitled to cast at
least 50% of all the votes entitled to be cast at such meeting on any matter.
Special meetings of Stockholders may be called in the manner provided in the
Bylaws, including by the president or by a majority of the Directors or a
majority of the Independent Directors, and shall be called by an officer of the
Corporation upon written request of Stockholders entitled to cast not less than
ten percent of all the votes entitled to be cast at such meeting on any matter.
Notice of any special meeting of Stockholders shall be given as provided in the
Bylaws, and the special meeting shall be held not less than 15 days nor more
than 60 days after the delivery of such notice. If the meeting is called by
written request of Stockholders as described in this Section 11.1, the special
meeting shall be held at the time and place specified in the Stockholder
request; provided, however, that if none is so specified, at such time and place
convenient to the Stockholders. If there are no Directors, the officers of the
Corporation shall promptly call a special meeting of the Stockholders entitled
to vote for the election of successor Directors. Any meeting may be adjourned
and reconvened as the Board may determine or as otherwise provided in the
Bylaws.


                                      -28-

<PAGE>

     Section 11.2 Voting Rights of Stockholders. Subject to the provisions of
any class or series of Shares then outstanding and the mandatory provisions of
any applicable laws or regulations, the Stockholders shall be entitled to vote
only on the following matters: (a) election or removal of Directors, without the
necessity for concurrence by the Board, as provided in Sections 11.1, 7.4 and
7.11 hereof; (b) amendment of the Charter, without the necessity for concurrence
by the Board, as provided in Article XIII hereof; (c) dissolution of the
Corporation, without the necessity for concurrence by the Board; (d) merger or
consolidation of the Corporation, or the sale or other disposition of all or
substantially all of the Corporation's assets; and (e) such other matters with
respect to which the Board of Directors has adopted a resolution declaring that
a proposed action is advisable and directing that the matter be submitted to the
Stockholders for approval or ratification. Except with respect to the foregoing
matters, no action taken by the Stockholders at any meeting shall in any way
bind the Board. Without the approval of a majority of the Shares entitled to
vote on the matter, the Board may not (i) amend the Charter to materially and
adversely affect the rights, preferences and privileges of the Stockholders;
(ii) amend provisions of the Charter relating to director qualifications,
fiduciary duties, liability and indemnification, conflicts of interest,
investment policies or investment restrictions; (iii) liquidate or dissolve the
Corporation other than before the initial investment in property; (iv) sell all
or substantially all of the Corporation's assets other than in the ordinary
course of business or as otherwise permitted by law; or (v) cause the merger or
reorganization of the Corporation except as permitted by law.

     Section 11.3 Voting Limitations on Shares Held by the Advisor, Directors
and Affiliates. With respect to Shares owned by the Advisor, any Director, or
any of their Affiliates, neither the Advisor, nor such Director(s), nor any of
their Affiliates may vote or consent on matters submitted to the Stockholders
regarding the removal of the Advisor, such Director(s) or any of their
Affiliates or any transaction between the Corporation and any of them. In
determining the requisite percentage in interest of Shares necessary to approve
a matter on which the Advisor, such Director(s) and any of their Affiliates may
not vote or consent, any Shares owned by any of them shall be deemed not
entitled to cast votes on the matter and shall not be included in making such
determination.

     Section 11.4 Right of Inspection. Any Stockholder and any designated
representative thereof shall be permitted access to the records of the
Corporation to which it is entitled under applicable law at all reasonable
times, and may inspect and copy any of them for a reasonable charge. Inspection
of the Corporation's books and records by the office or agency administering the
securities laws of a jurisdiction shall be provided upon reasonable notice and
during normal business hours.

     Section 11.5 Access to Stockholder List. An alphabetical list of the names,
addresses and telephone numbers of the Stockholders, along with the number of
Shares held by each of them (the "Stockholder List"), shall be maintained as
part of the books and records of the Corporation and shall be available for
inspection by any Stockholder or the Stockholder's designated agent at the home
office of the Corporation upon the request of the Stockholder only if the
Stockholder represents to the Corporation that the list will not be used to
pursue commercial interests of the Stockholder unrelated to the Stockholder's
interest in the Corporation. If the representation is not included with the
request, the Corporation will mail a copy of the representation within five
days. The Corporation will mail a list of the names and addresses of all
Stockholders within 10 days (or five days if the Stockholder first requests a
copy of the representation and returns it within 30 days) of the receipt of the
request and the payment for cost of postage and duplication. The Stockholder
List shall be updated at least quarterly to reflect changes in the information
contained therein. A copy of such list shall be mailed to any Stockholder so
requesting within ten days of receipt by the Corporation of the request. The
copy of the Stockholder List shall be printed in alphabetical order, on white
paper, and in a readily readable type size (in no event smaller than ten-point
type). The Corporation may impose a reasonable charge for expenses incurred in
reproduction pursuant to the Stockholder request. A Stockholder may request a
copy of the Stockholder


                                      -29-

<PAGE>

List in connection with matters relating to Stockholders' voting rights, and the
exercise of Stockholder rights under federal proxy laws.

     If the Advisor or the Board neglects or refuses to exhibit, produce or mail
a copy of the Stockholder List as requested, the Advisor and/or the Board, as
the case may be, shall be liable to any Stockholder requesting the list for the
costs, including reasonable attorneys' fees, incurred by that Stockholder for
compelling the production of the Stockholder List, and for actual damages
suffered by any Stockholder by reason of such refusal or neglect. It shall be a
defense that the actual purpose and reason for the requests for inspection or
for a copy of the Stockholder List is to secure such list of Stockholders or
other information for the purpose of selling such list or copies thereof, or of
using the same for a commercial purpose other than in the interest of the
applicant as a Stockholder relative to the affairs of the Corporation. The
remedies provided hereunder to Stockholders requesting copies of the Stockholder
List are in addition, to and shall not in any way limit, other remedies
available to Stockholders under federal law, or the laws of any state.

     Section 11.6 Reports. The Directors, including the Independent Directors,
shall take reasonable steps to insure that the Corporation shall cause to be
prepared and mailed or delivered to each Stockholder as of a record date after
the end of the fiscal year and each holder of other publicly held Securities
within 120 days after the end of the fiscal year to which it relates an annual
report for each fiscal year ending after the Commencement of the Initial Public
Offering that shall include: (i) financial statements prepared in accordance
with generally accepted accounting principles which are audited and reported on
by independent certified public accountants; (ii) the ratio of the costs of
raising capital during the period to the capital raised; (iii) the aggregate
amount of advisory fees and the aggregate amount of other fees paid to the
Advisor and any Affiliate of the Advisor by the Corporation and including fees
or charges paid to the Advisor and any Affiliate of the Advisor by third parties
doing business with the Corporation; (iv) the Operating Expenses of the
Corporation, stated as a percentage of Average Invested Assets and as a
percentage of its Net Income; (v) a report from the Independent Directors that
the policies being followed by the Corporation are in the best interests of its
Stockholders and the basis for such determination; and (vi) separately stated,
full disclosure of all material terms, factors and circumstances surrounding any
and all transactions involving the Corporation, Directors, Advisors, Sponsors
and any Affiliate thereof occurring in the year for which the annual report is
made, and the Independent Directors shall be specifically charged with a duty to
examine and comment in the report on the fairness of such transactions.

                                   ARTICLE XII

                    LIABILITY LIMITATION AND INDEMNIFICATION

     Section 12.1 Limitation of Stockholder Liability. No Stockholder shall be
liable for any debt, claim, demand, judgment or obligation of any kind of,
against or with respect to the Corporation by reason of his or her being a
Stockholder, nor shall any Stockholder be subject to any personal liability
whatsoever, in tort, contract or otherwise, to any Person in connection with the
Corporation's assets or the affairs of the Corporation by reason of his or her
being a Stockholder.

     Section 12.2 Limitation of Director and Officer Liability; Indemnification.

          Section 12.2.1 Limitation of Director and Officer Liability.

               (a) Subject to the limitations set forth under Maryland law and
          in paragraph (b) below, no Director or officer of the Corporation
          shall be liable to the Corporation or its Stockholders for money
          damages. Neither the amendment nor repeal


                                      -30-

<PAGE>

          of this Section 12.2.1(a), nor the adoption or amendment of any other
          provision of the Charter or Bylaws inconsistent with this Section
          12.2.1(a), shall apply to or affect in any respect the applicability
          of the preceding sentence with respect to any act or failure to act
          which occurred prior to such amendment, repeal or adoption.

               (b) Notwithstanding anything to the contrary contained in
          paragraph (a) above, the Corporation shall not provide that a
          Director, the Advisor or any Affiliate of the Advisor (the
          "Indemnitee") be held harmless for any loss or liability suffered by
          the Corporation, unless all of the following conditions are met:

                    (i) The Indemnitee has determined, in good faith, that the
               course of conduct that caused the loss or liability was in the
               best interests of the Corporation.

                    (ii) The Indemnitee was acting on behalf of or performing
               services for the Corporation.

                    (iii) Such liability or loss was not the result of (A)
               negligence or misconduct, in the case that the Indemnitee is a
               Director (other than an Independent Director), the Advisor or an
               Affiliate of the Advisor or (B) gross negligence or willful
               misconduct, in the case that the Indemnitee is an Independent
               Director.

                    (iv) Such agreement to hold harmless is recoverable only out
               of Net Assets and not from the Stockholders.

          Section 12.2.2 Indemnification.

               (a) Subject to the limitations set forth under Maryland law and
          in paragraph (b) or (c) below, the Corporation shall indemnify and,
          without requiring a preliminary determination of the ultimate
          entitlement to indemnification, pay or reimburse reasonable expenses
          in advance of final disposition of a proceeding to (i) 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, (ii) 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 such corporation, real estate investment trust,
          partnership, joint venture, trust, employee benefit plan or other
          enterprise 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 (iii)
          the Advisor of any of its Affiliates acting as an agent of the
          Corporation. The Corporation may, with the approval of the 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
          (i) or (ii) above and to any employee or agent of the Corporation or a
          predecessor of the Corporation. The Board may take such action as is
          necessary to carry out this Section 12.2.2(a). No amendment of the
          Charter or repeal of any of its provisions shall limit or eliminate
          the right of indemnification provided hereunder with respect to acts
          or omissions occurring prior to such amendment or repeal.

               (b) Notwithstanding anything to the contrary contained in
          paragraph (a) above, the Corporation shall not provide for
          indemnification of an "Indemnitee" for any


                                      -31-

<PAGE>

          liability or loss suffered by such Indemnitee unless all of the
          following conditions are met:

                    (i) The Indemnitee has determined, in good faith, that the
               course of conduct that caused the loss or liability was in the
               best interests of the Corporation.

                    (ii) The Indemnitee was acting on behalf of or performing
               services for the Corporation.

                    (iii) Such liability or loss was not the result of (A)
               negligence or misconduct, in the case that the Indemnitee is a
               Director (other than an Independent Director), the Advisor or an
               Affiliate of the Advisor or (B) gross negligence or willful
               misconduct, in the case that the Indemnitee is an Independent
               Director.

                    (iv) Such indemnification is recoverable only out of Net
               Assets and not from the Stockholders.

               (c) Notwithstanding anything to the contrary contained in
          paragraph (a) the Corporation shall not provide indemnification for
          any loss, liability or expense arising from or out of an alleged
          violation of federal or state securities laws by an Indemnitee unless
          one or more of the following conditions are met: (i) there has been a
          successful adjudication on the merits of each count involving alleged
          material securities law violations as to the Indemnitee, (ii) such
          claims have been dismissed with prejudice on the merits by a court of
          competent jurisdiction as to the Indemnitee; or (iii) a court of
          competent jurisdiction approves a settlement of the claims against the
          Indemnitee and finds that indemnification of the settlement and the
          related costs should be made, and the court considering the request
          for indemnification has been advised of the position of the Securities
          and Exchange Commission and of the published position of any state
          securities regulatory authority in which Securities were offered or
          sold as to indemnification for violations of securities laws.

     Section 12.3 Payment of Expenses. The Corporation shall pay or reimburse
reasonable legal expenses and other costs incurred by an Indemnitee in advance
of final disposition of a proceeding if all of the following are satisfied: (i)
the proceeding relates to acts or omissions with respect to the performance of
duties or services on behalf of the Corporation, (ii) the Indemnitee provides
the Corporation with written affirmation of the Indemnitee's good faith belief
that the Indemnitee has met the standard of conduct necessary for
indemnification by the Corporation as authorized by Section 12.2 hereof, (iii)
the legal proceeding was initiated by a third party who is not a Stockholder or,
if by a Stockholder of the Corporation acting in his or her capacity as such, a
court of competent jurisdiction approves such advancement, and (iv) the
Indemnitee provides the Corporation with a written agreement to repay the amount
paid or reimbursed by the Corporation, together with the applicable legal rate
of interest thereon, if it is ultimately determined that the Indemnitee did not
comply with the requisite standard of conduct and is not entitled to
indemnification.

     Section 12.4 Express Exculpatory Clauses in Instruments. Neither the
Stockholders nor the Directors, officers, employees or agents of the Corporation
shall be liable under any written instrument creating an obligation of the
Corporation by reason of their being Stockholders, Directors, officers,
employees or agents of the Corporation, and all Persons shall look solely to the
Corporation's assets for the payment of any claim under or for the performance
of that instrument. The omission of the foregoing


                                      -32-

<PAGE>

exculpatory language from any instrument shall not affect the validity or
enforceability of such instrument and shall not render any Stockholder,
Director, officer, employee or agent liable thereunder to any third party, nor
shall the Directors or any officer, employee or agent of the Corporation be
liable to anyone as a result of such omission.

                                  ARTICLE XIII

                                   AMENDMENTS

     The Corporation reserves the right from time to time to make any amendment
to the Charter, now or hereafter authorized by law, including any amendment
altering the terms or contract rights, as expressly set forth in the Charter, of
any Shares. All rights and powers conferred by the Charter on Stockholders,
Directors and officers are granted subject to this reservation. Except for those
amendments permitted to be made without Stockholder approval under Maryland law
or by specific provision in the Charter, any amendment to the Charter shall be
valid only if approved by the affirmative vote of a majority of all votes
entitled to be cast on the matter, including without limitation, (1) any
amendment which would adversely affect the rights, preferences and privileges of
the Stockholders and (2) any amendment to Sections 7.2, 7.5 and 7.11 of Article
VII, Article IX, Article X, Article XII and Article XIV hereof and this Article
XIII (or any other amendment of the Charter that would have the effect of
amending such sections).

                                   ARTICLE XIV

                              ROLL-UP TRANSACTIONS

     In connection with any proposed Roll-Up Transaction, an appraisal of all of
the Corporation's assets shall be obtained from a competent Independent
Appraiser. The Corporation's assets shall be appraised on a consistent basis,
and the appraisal shall be based on the evaluation of all relevant information
and shall indicate the value of the assets as of a date immediately prior to the
announcement of the proposed Roll-Up Transaction. The appraisal shall assume an
orderly liquidation of the assets over a twelve-month period. The terms of the
engagement of the Independent Appraiser shall clearly state that the engagement
is for the benefit of the Corporation and the Stockholders. A summary of the
appraisal, indicating all material assumptions underlying the appraisal, shall
be included in a report to Stockholders in connection with a proposed Roll-Up
Transaction. In connection with a proposed Roll-Up Transaction, the person
sponsoring the Roll-Up Transaction shall offer to Stockholders who vote against
the proposed Roll-Up Transaction the choice of:

               (a) accepting the securities of a Roll-Up Entity offered in the
          proposed Roll-Up Transaction; or

               (b) one of the following:

                    (i) remaining as Stockholders and preserving their interests
               therein on the same terms and conditions as existed previously;
               or

                    (ii) receiving cash in an amount equal to the Stockholder's
               pro rata share of the appraised value of the net assets of the
               Corporation.

     The Corporation is prohibited from participating in any proposed Roll-Up
Transaction:


                                      -33-

<PAGE>

               (a) that would result in the Stockholders having voting rights in
          a Roll-Up Entity that are less than the rights provided for in
          Sections 11.1 and 11.2 hereof;

               (b) that includes provisions that would operate as a material
          impediment to, or frustration of, the accumulation of Shares by any
          purchaser of the securities of the Roll-Up Entity (except to the
          minimum extent necessary to preserve the tax status of the Roll-Up
          Entity), or which would limit the ability of an investor to exercise
          the voting rights of its securities of the Roll-Up Entity on the basis
          of the number of Shares held by that investor;

               (c) in which investor's rights to access of records of the
          Roll-Up Entity will be less than those described in Sections 11.4 and
          11.5 hereof; or

               (d) in which any of the costs of the Roll-Up Transaction would be
          borne by the Corporation if the Roll-Up Transaction is rejected by the
          Stockholders.

     THIRD: The amendment to and restatement of the charter of the Corporation
as hereinabove set forth has been duly advised by the Board of Directors and
approved by the stockholders of the Corporation as required by law.

     FOURTH: The current address of the principal office of the Corporation is
as set forth in Article III of the foregoing amendment and restatement of the
charter.

     FIFTH: The name and address of the Corporation's current resident agent is
as set forth in Article III of the foregoing amendment and restatement of the
charter.

     SIXTH: The number of directors of the Corporation and the names of those
currently in office are as set forth in Article VII of the foregoing amendment
and restatement of the charter.

     SEVENTH: The total number of shares of stock which the Corporation had
authority to issue immediately prior to this amendment was 450,000,000,
consisting of 400,000,000 shares of Common Stock, $.001 par value per share and
50,000,000 shares of Preferred Stock, $.001 par value per share. The aggregate
par value of all shares of stock having par value was $450,000.00.

     EIGHTH: The total number of shares of stock which the Corporation has
authority to issue pursuant to the foregoing amendment and restatement of the
charter of the Corporation is 450,000,000, consisting of 400,000,000 shares of
Common Stock, $.001 par value per share, and 50,000,000 shares of Preferred
Stock, $.001 par value per share. The aggregate par value of all authorized
shares of stock having par value is $450,000.00.

     NINTH: The undersigned Chief Executive Officer acknowledges these Articles
of Amendment and Restatement to be the corporate act of the Corporation and as
to all matters or facts required to be verified under oath, the undersigned
Chief Executive Officer acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.


                                      -34-

<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
and Restatement to be signed in its name and on its behalf by its Chief
Executive Officer and attested to by its Secretary on this 12th day of November,
2007.

ATTEST:                                   CORPORATION PROPERTY ASSOCIATES
                                          17 - GLOBAL INCORPORATED


/s/ Susan C. Hyde                         /s/ Gordon F. DuGan             (SEAL)
---------------------------------------   -------------------------------
Name: Susan C. Hyde                       Name: Gordon F. DuGan
Title: Secretary                          Title: Chief Executive Officer