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                                                                     EXHIBIT 3.1


                           FIRST AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                       AUTOMOTIVE REALTY TRUST OF AMERICA

         The undersigned, acting as the Trust Managers of a real estate
investment trust organized under the Texas Real Estate Investment Trust Act, as
amended (the "Texas REIT Act"), hereby adopt the following First Amended and
Restated Declaration of Trust for such trust, which replaces in its entirety
the previously enacted Declaration of such trust.  This First Amended and
Restated Declaration of Trust was adopted by the shareholders of such Trust on
____ __, 1998, pursuant to the affirmative vote of the holders of at least
two-thirds of the outstanding shares of beneficial interest in the Trust.


                                  ARTICLE ONE

         The name of the trust (the "Trust") is "Automotive Realty Trust of
America."  An assumed name certificate setting forth such name has been filed
in the manner prescribed by law.


                                  ARTICLE TWO

         The Trust is formed pursuant to the Texas REIT Act and has the
following as its purpose:

                 To purchase, hold, lease, manage, sell, exchange, develop,
                 subdivide and improve real property and interests in real
                 property, and in general, to carry on any other business and
                 do any other acts in connection with the foregoing and to have
                 and exercise all powers conferred by the laws of the State of
                 Texas upon real estate investment trusts formed under the
                 Texas REIT Act, and to do any or all of the things hereinafter
                 set forth to the same extent as natural persons might or could
                 do.  The term "real property" and the term "interests in real
                 property" for the purposes stated herein shall not include
                 severed mineral, oil or gas royalty interests.


                                 ARTICLE THREE

         The address of the Trust's principal office and place of business is
Campbell Centre II, 8150 N. Central Expressway, Suite 1233, Dallas, Texas
75206.
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                                  ARTICLE FOUR

         The street address of the Trust's registered office is Campbell Centre
II, 8150 N. Central Expressway, Suite 1233, Dallas, Texas 75206.  The name of
the Trust's registered agent at that address is David L. Johnston.


                                  ARTICLE FIVE

         The names and business addresses of the Trust Managers adopting this
First Amended and Restated Declaration of Trust (the "Declaration of Trust")
are as follows:

<TABLE>
<CAPTION>
 Name                                                          Mailing Address
 ----                                                          ---------------
 <S>                                                  <C>

 Bert Wollen                                          South Tower - Pennzoil Place
                                                      711 Louisiana Street, Suite 2310
                                                      Houston, Texas 77002

 Jack I.  Tompkins                                    South Tower - Pennzoil Place
                                                      711 Louisiana Street, Suite 2310
                                                      Houston, Texas 77002

 David L. Johnston                                    Campbell Centre II
                                                      8150 N. Central Expressway
                                                      Suite 1233
                                                      Dallas, Texas 75206
</TABLE>


                                  ARTICLE SIX

         The period of the Trust's duration is perpetual.  The Trust may be
sooner terminated by the vote of the holders of at least a majority of the
outstanding voting Shares (as defined in Article Seven).


                                 ARTICLE SEVEN

         The aggregate number of shares of beneficial interest which the Trust
shall have authority to issue is 200,000,000 common shares, no par value per
share ("Common Shares"), and 20,000,000 preferred shares, no par value per
share ("Preferred Shares").  All of the Common Shares shall be equal in all
respects to every other such Common Share, and shall have no preference,
conversion, exchange or preemptive rights.


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         Unless otherwise specified, the term "Shares" in this Declaration of
Trust shall be deemed to refer to the Common Shares and, solely to the extent
specifically required by law or as specifically provided in any resolution or
resolutions of the Trust Managers providing for the issue of any particular
series of Preferred Shares, to the Preferred Shares.  For purposes of Articles
Ten and Nineteen (other than paragraph (j) of Article Nineteen) of this
Declaration of Trust, the term Shares shall be deemed to refer to both the
Common Shares and the Preferred Shares and, for purposes of such Articles Ten
and Nineteen (other than paragraph (j) Article Nineteen), the number of
outstanding Shares shall be deemed to be equal to the value of the Trust's
outstanding Shares as determined from time to time by resolution of the Trust
Managers, such determination to include an allocation of relative value among
the Common Shares and any outstanding series of Preferred Shares.

         The Trust may issue one or more series of Preferred Shares, each such
series to consist of such number of shares as shall be determined by resolution
of the Trust Managers creating such series.  Each Series of Preferred Shares
shall have such designations, preferences, conversion, exchange or other
rights, participations, voting powers, options, restrictions, limitations,
special rights or relations, limitations as to dividends, qualifications or
terms, or conditions of redemption thereof, as shall be stated and expressed by
the Trust Managers in the resolution or resolutions providing for the issuance
of such series of Preferred Shares pursuant to the authority to do so which is
hereby expressly vested in the Trust Managers.

         Except as otherwise specifically provided in any resolution or
resolutions of the Trust Managers providing for the issue of any particular
series of Preferred Shares, the number of shares of any such series so set
forth in such resolution or resolutions may be increased or decreased (but not
below the number of shares of such series then outstanding) by a resolution or
resolutions likewise adopted by the Trust Managers.

         Except as otherwise specifically provided in any resolution or
resolutions of the Trust Managers providing for the issue of any particular
series of Preferred Shares, Preferred Shares redeemed or otherwise acquired by
the Trust shall assume the status of authorized but unissued Preferred Shares
and shall be unclassified as to series and may thereafter, subject to the
provisions of this Article Seven and to any restrictions contained in any
resolution or resolutions of the Trust Managers providing for the issuance of
any such series of Preferred Shares, be reissued in the same manner as other
authorized but unissued Preferred Shares.

         Except as otherwise specifically provided in any resolution or
resolutions of the Trust Managers providing for the issue of any particular
series of Preferred Shares, holders of Preferred Shares shall have no
preemptive rights.

         Except as otherwise specifically required by law or this Declaration
of Trust or as specifically provided in any resolution or resolutions of the
Trust Managers providing for the issuance of any particular series of Preferred
Shares, the exclusive voting power of the Trust shall be vested in the





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Common Shares of the Trust.  Each Common Share entitles the holder thereof to
one vote at all meetings of the shareholders of the Trust.

                                 ARTICLE EIGHT

         The Trust shall issue Shares for consideration consisting of any
tangible or intangible benefit to the Trust, including cash, promissory notes,
services performed, contracts for services to be performed, or other securities
of the Trust, such consideration to be determined by the Trust Managers.


                                  ARTICLE NINE

         The Trust Managers shall manage all money and/or property received for
the issuance of Shares for the benefit of the shareholders of the Trust.


                                  ARTICLE TEN

         The Trust will not commence business until it has received for the
issuance of Shares consideration of at least $1,000 value.


                                 ARTICLE ELEVEN

         The Trust shall not engage in any activities beyond the scope of the
purpose of a real estate investment trust formed pursuant to the Texas REIT
Act, as such purpose is set forth in Article Two hereof.


                                 ARTICLE TWELVE

         Cumulative voting for the election of Trust Managers is prohibited.


                                ARTICLE THIRTEEN

         (a)     The affirmative vote of the holders of not less than 80% of
the outstanding Shares, including the affirmative vote of the holders of not
less than 50% of the outstanding Shares not owned, directly or indirectly, by
any "Related Person" (as hereinafter defined), shall be required for the
approval or authorization of any "Business Combination" (as hereinafter
defined); provided, however, that the 50% voting requirement referred to above
shall not be applicable if the Business Combination is approved by the
affirmative vote of the holders of not less than 90% of the





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outstanding Shares; provided further, that neither the 80% voting requirement
nor the 50% voting requirement referred to above shall be applicable if:

                 (i)      The Trust Managers of the Trust by a vote of not less
         than 80% of the Trust Managers then holding office (A) have expressly
         approved in advance the acquisition of Shares that caused the Related
         Person to become a Related Person or (B) have expressly approved the
         Business Combination prior to the date on which the Related Person
         involved in the Business Combination shall have become a Related
         Person; or

                 (ii)     The Business Combination is solely between the Trust
         and another entity, 100% of the voting stock, shares or comparable
         interests of which is owned directly or indirectly by the Trust; or

                 (iii)    The Business Combination is proposed to be
         consummated within one year after the consummation of a Fair Tender
         Offer (as hereinafter defined) by the Related Person in which Business
         Combination the cash or Fair Market Value (as hereinafter defined) of
         the property, securities or other consideration to be received per
         Share by all remaining holders of Shares in the Business Combination
         is not less than the price offered in the Fair Tender Offer; or

                 (iv)     All of conditions (A) through (D) of this
         subparagraph (iv) shall have been met:  (A) if and to the extent
         permitted by law, the Business Combination is a merger or
         consolidation, consummation of which is proposed to take place within
         one year of the date of the transaction pursuant to which such person
         became a Related Person and the cash or Fair Market Value of the
         property, securities or other consideration to be received per share
         by all remaining holders of Shares in the Business Combination is not
         less than the Fair Price (as hereinafter defined); (B) the
         consideration to be received by such holders is either cash or, if the
         Related Person shall have acquired the majority of its holdings of
         Shares for a form of consideration other than  cash, in the same form
         of consideration with which the Related Person acquired such majority;
         (C) after such person has become a Related Person and prior to
         consummation of such Business Combination:  (1) there shall have been
         no reduction in the annual per share rate of dividends, if any, paid
         on the Shares (adjusted as appropriate for recapitalizations and for
         Share splits, reverse Share splits and Share dividends) except any
         reduction in such rate that is made proportionately with any decline
         in the Trust's net income for the period for which such dividends are
         declared and except as approved by a majority of the Continuing Trust
         Managers (as hereinafter defined), and (2) such Related Person shall
         not have received the benefit, directly or indirectly (except
         proportionately as a shareholder), of any loans, advances, guarantees,
         pledges or other financial assistance or any tax credits or other tax
         advantages provided by the Trust prior to the consummation of such
         Business Combination (other than in connection with financing a Fair
         Tender Offer); and (D) a proxy statement that conforms in all respects
         with the provisions of the Securities Exchange Act of 1934, as amended
         (the "Exchange Act"), and the rules and regulations thereunder (or any
         subsequent provisions replacing the Exchange Act or the rules or
         regulations thereunder)





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         shall be mailed to holders of Shares at least 45 days prior to the
         consummation of the Business Combination for the purpose of soliciting
         shareholder approval of the Business Combination; or

                 (v)      The "Rights" (as defined hereinafter) shall have
         become exercisable.

         (b)     If a person has become a Related Person and within one year
after the date (the "Acquisition Date") of the transaction pursuant to which
the Related Person became a Related Person (x) a Business Combination meeting
all of the requirements of subparagraph (iv) of the proviso to paragraph (a) of
this Article Thirteen regarding the applicability of the 80% voting requirement
shall not have been consummated and (y) a Fair Tender Offer shall not have been
consummated and (z) the Trust shall not have been dissolved and liquidated,
then, in such event the beneficial owner of each Share (not including Shares
beneficially owned by the Related Person) (each such beneficial owner being
hereinafter referred to as a "Holder") shall have the right (individually a
"Right" and collectively the "Rights"), which may be exercised subject to the
provisions of paragraph (d) of this Article Thirteen, commencing at the opening
of business on the one-year anniversary of the Acquisition Date and continuing
for a period of 90 days thereafter, subject to extensions as provided in
paragraph (d) of this Article Thirteen (the "Exercise Period"), to sell to the
Trust on the terms set forth herein one Share upon exercise of such Right.
Within five business days after the commencement of the Exercise Period the
Trust shall notify the Holders of the commencement of the Exercise Period,
specifying therein the terms and conditions for exercise of the Rights.  During
the Exercise Period, each certificate representing Shares beneficially owned by
a Holder (a "Certificate") shall also represent the number of Rights equal to
the number of Shares represented thereby and the surrender for transfer of any
Certificate shall also constitute the transfer of the Rights represented by
such Shares.  At 5:00 P.M., Dallas, Texas time, on the last day of the Exercise
Period, each Right not exercised shall become void, all rights in respect
thereof shall cease as of such time and the Certificates shall no longer
represent Rights.

         (c)     The purchase price for a Share upon exercise of an
accompanying Right shall be equal to the then- applicable Fair Price paid by
the Related Person (plus, as an allowance for interest, an amount equal to the
prime rate of interest as published in the Wall Street Journal and as in effect
from time to time from the Acquisition Date until the date of the payment for
such Share but less the amount of any cash and the Fair Market Value of any
property or securities distributed with respect to such Shares as dividends or
otherwise during such time period), pursuant to the exercise of the Right
relating thereto.  In the event the Related Person shall have acquired any of
its holdings of Shares for a form of consideration other than cash, the value
of such other consideration shall be the Fair Market Value thereof.

         (d)     Notwithstanding the foregoing in paragraph (b) of this Article
Thirteen, the Exercise Period will be deferred in the event (a "Deferral
Event") that the Trust is otherwise prohibited under applicable law from
repurchasing Shares pursuant to the Rights.  In the event the Exercise Period
is deferred, or if at any time the Trust reasonably anticipates that a Deferral
Event will exist, the Trust will, as soon as reasonably practicable, notify the
Holders.  If at the end of any fiscal quarter





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during which the Deferral Event ceases to exist, notice shall be given to the
Holders of the commencement of the deferred Exercise Period, which Exercise
Period shall commence no sooner than 15 days nor more than 45 days from the
date of such notice and which shall continue in effect for a period of time
equal in duration to the previously unexpired portion of the Exercise Period.
Notwithstanding any other provision of this Declaration of Trust to the
contrary, during the Exercise Period (including during the existence of any
Deferral Event), neither the Trust nor any subsidiary may declare or pay any
dividend or make any distribution on its shares or to its shareholders (other
than dividends or distributions payable in its Shares or, in the case of any
subsidiary, dividends payable to the Trust) or purchase, redeem or otherwise
acquire or retire for value, or permit any subsidiary to purchase or otherwise
acquire for value, any Shares of the Trust if, upon giving effect to such
dividend, distribution, purchase, redemption, or other acquisition or
retirement, the aggregate amount expended for all such purposes (the amount
expended for such purposes, if other than in cash, to be determined by a
majority of the Continuing Trust Managers, whose determination shall be
conclusive) would prejudice the ability of the Trust to satisfy its maximum
obligation to purchase Shares upon exercise of the Rights.

         (e)     Rights may be exercised upon surrender to the Trust's
principal transfer agent (the "Transfer Agent") at its principal office of the
Certificate or Certificates evidencing the Shares to be tendered for purchase
by the Trust, together with the form on the reverse thereof completed and duly
signed in accordance with the instructions thereon.  In the event that a Holder
shall tender a Certificate which represents greater than the number of Shares
which the Holder elects to require the Trust to purchase upon exercise of the
Rights, the Holder shall designate on the reverse side of such Certificate the
number of Shares to be sold from such Certificate.  The Transfer Agent shall
thereupon issue a new Certificate or Certificates for the balance of the number
of Shares not sold to the Trust, which new Certificate or Certificates shall
also represent Rights for an equivalent number of Shares.

         (f)     For the purposes of this Article:

                 (i)      The term "Business Combination" shall mean: (A) any
         merger or consolidation, if and to the extent permitted by law, of the
         Trust or a subsidiary, with or into a Related Person; (B) any sale,
         lease, exchange, mortgage, pledge, transfer or other disposition, of
         all or any Substantial Part (as hereinafter defined) of the assets of
         the Trust and its subsidiaries (taken as a whole) (including, without
         limitation, any voting securities of a subsidiary) to or with a
         Related Person; (C) the issuance or transfer by the Trust or a
         subsidiary (other than by way of a pro rata distribution to all
         shareholders) of any securities of the Trust or a subsidiary of the
         Trust to a Related Person; (D) any reclassification of securities
         (including any reverse Share split) or recapitalization by the Trust,
         the effect of which would be to increase the voting power (whether or
         not currently exercisable) of the Related Person; (E) the adoption of
         any plan or proposal for the liquidation or dissolution of the Trust
         proposed by or on behalf of a Related Person which involves any
         transfer of assets, or any other transaction, in which the Related
         Person has any direct or indirect interest (except proportionately as
         a shareholder); (F) any series or combination of transactions





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         having, directly or indirectly, the same or substantially the same
         effect as any of the foregoing; and (G) any agreement, contract or
         other arrangement providing, directly or indirectly, for any of the
         foregoing.

                 (ii)     The term "Continuing Trust Manager' shall mean (x)
         any Trust Manager of the Trust who is not affiliated with a Related
         Person and who was a Trust Manager immediately prior to the time that
         the Related Person became a Related Person, and (y) any other Trust
         Manager who is not affiliated with the Related Person and is
         recommended either by a majority of the persons described in clause
         (x) of this subparagraph (ii) or by persons described in this clause
         (y) who are then Trust Managers of the Trust to succeed a person
         described in either the said clause (x) or clause (y) as a Trust
         Manager of the Trust.

                 (iii)    The term "Fair Market Value" shall mean:  (A) in the
         case of securities, the highest closing sale price during the 30-day
         period immediately preceding the date in question of such security on
         the Composite Tape for New York Stock Exchange-listed stocks, or, if
         such security is not quoted on the Composite Tape on the New York
         Stock Exchange, or, if such security is not listed on such exchange,
         on the principal United States securities exchange registered under
         the Exchange Act on which such security is listed, or, if such
         security is not listed on any such exchange, the highest closing sale
         price (or if not available, the closing bid quotation) with respect to
         such security during the 30-day period preceding the date in question
         on the National Association of Securities Dealers, Inc. Automated
         Quotation System or any system then in use, or if no such sale price
         or quotation is available, the fair market value on the date in
         question of such security as reasonably determined by an independent
         appraiser selected by a majority of the Continuing Trust Managers (or,
         if there are no Continuing Trust Managers, by the investment banking
         firm most recently retained by the Trust) in good faith; and (B) in
         the case of property other than cash or stock, the fair market value
         of such property on the date in question as reasonably determined by
         an independent appraiser selected by a majority of the Continuing
         Trust Managers (or, if there are no Continuing Trust Managers, by the
         investment banking firm most recently retained by the Trust) in good
         faith.  In each case hereunder in which an independent appraiser is to
         be selected to determine Fair Market Value, (1) in the event (x) there
         are no Continuing Trust Managers, and (y) the investment banking firm
         most recently retained by the Trust is unable or elects not to serve
         as such appraiser, or (2) in the event there are Continuing Trust
         Managers that do not select an independent appraiser within ten days
         of a request for such appointment made by a Related Person, such
         independent appraiser may be selected by such Related Person.

                 (iv)     The term "Fair Price" shall mean the highest
         per-share price (which, to the extent not paid in cash, shall equal
         the Fair Market Value of any other consideration paid), with
         appropriate adjustments for recapitalizations and for share splits,
         reverse share splits and share dividends, paid by the Related Person
         in acquiring any of its holdings of Shares.





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                 (v)      The term "Fair Tender Offer" shall mean a bona fide
         tender offer for all  Shares outstanding (and owned by persons other
         than a Related Person if the tender offer is made by the Related
         Person), whether or not such offer is conditional upon any minimum
         number of Shares being tendered, in which the aggregate amount of cash
         or the Fair Market Value of any securities or other property to be
         received by all Holders who tender their Shares for each Share so
         tendered shall be at least equal to the then applicable Fair Price
         paid by a Related Person or paid by the person making the tender offer
         if such person is not a Related Person.  In the event that at the time
         such tender offer is commenced the terms and conduct thereof are not
         directly regulated by Section 14(d) or 13(e) of the Exchange Act and
         the general rules and regulations promulgated thereunder, then the
         terms of such tender offer regarding the time such offer is held open
         and regarding withdrawal rights shall conform in all respects with
         such terms applicable to tender offers regulated by either of such
         sections of the Exchange Act.  A Fair Tender Offer shall not be deemed
         to be "consummated" until Shares are purchased and payment in full has
         been made for all duly tendered Shares.

                 (vi)     The term "Related Person" shall mean and include any
         individual, corporation, partnership or other "person" (as defined in
         Section 13(d)(3) of the Exchange Act), and the "Affiliates" and
         "Associates" (as defined in Rule 12b-2 of the Exchange Act) of any
         such individual, corporation, partnership or other person) which
         individually or together is the "Beneficial Owner" (as defined in Rule
         13d-3 of the Exchange Act) in the aggregate of more than 50% of the
         outstanding Shares, other than the Trust or any employee benefit
         plan(s) sponsored by the Trust.

                 (vii)    The term "Substantial Part" shall mean more than 35%
         of the book value of the total assets of the Trust and its
         subsidiaries (taken as a whole) as of the end of the fiscal year
         ending prior to the time the determination is being made.

                 (viii)   Any person (as such term is defined in paragraph
         (f)(vi)) that has the right to acquire any Shares pursuant to any
         agreement, or upon the exercise of conversion rights, warrants or
         options, or otherwise, shall be deemed a Beneficial Owner of such
         Shares for purposes of determining whether such person, individually
         or together with its Affiliates and Associates, is a Related Person.

                 (ix)     For purposes of paragraph (a)(iii) of this Article
         Thirteen, the term "other consideration to be received" shall include,
         without limitation, Shares  retained by the Trust's existing public
         shareholders in the event of a Business Combination in which the Trust
         is the surviving entity.

         (g)     The affirmative vote of the holders of not less than 80% of
the outstanding Shares, including the affirmative vote of the holders of not
less than 50% of the outstanding Shares not owned, directly or indirectly, by
any Related Person (such 50% voting requirement shall not be applicable if such
amendment, alteration, change, repeal or rescission is approved by the
affirmative





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<PAGE>   10
vote of not less than 90% of the outstanding Shares) shall be required to
amend, alter, change, repeal or rescind, or adopt any provisions inconsistent
with, this Article Thirteen.

         (h)     The provisions of this Article Thirteen shall be subject to
all valid and applicable laws, including, without limitation, the Texas REIT
Act, and, in the event this Article Thirteen or any of the provisions hereof
are found to be inconsistent with or contrary to any such valid laws, such laws
shall be deemed to control, and this Article Thirteen shall be regarded as
modified accordingly, and, as so modified, to continue in full force and
effect.


                                ARTICLE FOURTEEN

         The Trust Managers may from time to time declare, and the Trust may
pay, dividends or distributions on its outstanding Shares in cash, in property
or in its Shares, except that no dividend or distribution shall be declared or
paid when (i) the Trust is unable to pay its debts as they become due in the
usual course of its business, or when the payment of such dividend or
distribution would result in the Trust being unable to pay its debts as they
become due in the usual course of business, or (ii) the amount of the dividend
or distribution exceeds the surplus of the Trust, except as set forth in the
Texas REIT Act.


                                ARTICLE FIFTEEN

         Upon resolution adopted by the Trust Managers, the Trust shall be
entitled to purchase or redeem, directly or indirectly, its own Shares, subject
to any limitations of the Texas REIT Act.


                                ARTICLE SIXTEEN

         (a)     In this Article:

                 (i)      "Indemnitee" means: (A) any present or former Trust
         Manager or officer of the Trust; (B) any person who while serving in
         any of the capacities referred to in clause (A) hereof served at the
         Trust's request as a trust manager, director, officer, partner,
         venturer, proprietor, trustee, employee, agent or similar functionary
         of another real estate investment trust or foreign or domestic
         corporation, partnership, joint venture, sole proprietorship, trust,
         employee benefit plan or other enterprise; and (C) any person
         nominated or designated by (or pursuant to authority granted by) the
         Trust Managers or any committee thereof to serve in any of the
         capacities referred to in clauses (A) or (B) hereof.

                 (ii)     "Official Capacity" means: (A) when used with respect
         to a Trust Manager, the office of Trust Manager of the Trust; and (B)
         when used with respect to a person other than a Trust Manager, the
         elective or appointive office of the Trust held by such person or





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         the employment or agency relationship undertaken by such person on
         behalf of the Trust, but in each case does not include service for any
         other real estate investment trust or foreign or domestic corporation
         or any partnership, joint venture, sole proprietorship, trust,
         employee benefit plan or other enterprise.

                 (iii)    "Proceeding" means any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative, arbitrative or investigative, any appeal in such an
         action, suit or proceeding, and any inquiry or investigation that
         could lead to such an action, suit or proceeding.

         (b)     The Trust shall indemnify every Indemnitee against all
judgments, penalties (including excise and similar taxes), fines, amounts paid
in settlement and reasonable expenses actually incurred by the Indemnitee in
connection with any Proceeding in which he or she was, is or is threatened to
be named defendant or respondent, or in which he or she was or is a witness
without being named a defendant or respondent, by reason, in whole or in part,
of his or her serving or having served, or having been nominated or designated
to serve, in any of the capacities referred to in paragraph (a)(i) of this
Article Sixteen, to the fullest extent that indemnification is permitted by
Texas law.  An Indemnitee shall be deemed to have been found liable in respect
of any claim, issue or matter only after the Indemnitee shall have been so
adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom.  Reasonable expenses shall include, without limitation, all court
costs and all fees and disbursements of attorneys for the Indemnitee.

         (c)     Without limitation of paragraph (b) of this Article Sixteen
and in addition to the indemnification provided for in paragraph (b) of this
Article Sixteen, the Trust shall indemnify every Indemnitee against reasonable
expenses incurred by such person in connection with any proceeding in which he
or she is a witness or a named defendant or respondent because he or she served
in any of the capacities referred to in paragraph (a)(i) of this Article
Sixteen.

         (d)     Reasonable expenses (including court costs and attorneys'
fees) incurred by an Indemnitee who was or is a witness or was, is or is
threatened to be made a named defendant or respondent in a Proceeding shall be
paid or reimbursed by the Trust at reasonable intervals in advance of the final
disposition of such Proceeding after receipt by the Trust of a written
undertaking by or on behalf of such Indemnitee to repay the amount paid or
reimbursed by the Trust if it shall ultimately be determined that he or she is
not entitled to be indemnified by the Trust as authorized in this Article
Sixteen.  Such written undertaking shall be an unlimited obligation of the
Indemnitee but need not be secured and it may be accepted without reference to
financial ability to make repayment.  Notwithstanding any other provision of
this Article Sixteen, the Trust may pay or reimburse expenses incurred by an
Indemnitee in connection with his or her appearance as a witness or other
participation in a Proceeding at a time when he or she is not named a defendant
or respondent in the Proceeding.

         (e)     The indemnification provided by this Article Sixteen shall (i)
not be deemed exclusive of, or to preclude, any other rights to which those
seeking indemnification may at any time





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<PAGE>   12
be entitled under the Trust's Bylaws, any law, agreement or vote of
shareholders or disinterested Trust Managers, or otherwise, or under any policy
or policies of insurance purchased and maintained by the Trust on behalf of any
Indemnitee, both as to action in his or her Official Capacity and as to action
in any other capacity, (ii) continue as to a person who has ceased to be in
such capacity by reason of which he or she was an Indemnitee with respect to
matters arising during the period he or she was in such capacity, and (iii)
inure to the benefit of the heirs, executors and administrators of such a
person.

         (f)     The provisions of this Article Sixteen (i) are for the benefit
of, and may be enforced by, each Indemnitee of the Trust, the same as if set
forth in their entirety in a written instrument duly executed and delivered by
the Trust and such Indemnitee and (ii) constitute a continuing offer to all
present and future Indemnitees.  The Trust, by its adoption of this Declaration
of Trust, (x) acknowledges and agrees that each Indemnitee has relied upon and
will continue to rely upon the provisions of this Article Sixteen in becoming,
and serving in any of the capacities referred to in paragraph (a)(i) of this
Article Sixteen, (y) waives reliance upon, and all notice of acceptance of,
such provisions by such Indemnitees and (z) acknowledges and agrees that no
present or future Indemnitee shall be prejudiced in his or her right to enforce
the provisions of this Article Sixteen in accordance with their terms by any
act or failure to act on the part of the Trust.

         (g)     No amendment, modification or repeal of this Article Sixteen
or any provision of this Article Sixteen shall in any manner terminate, reduce
or impair the right of any past, present or future Indemnitees to be
indemnified by the Trust, nor the obligation of the Trust to indemnify any such
Indemnitees, under and in accordance with the provisions of this Article
Sixteen as in effect immediately prior to such amendment, modification or
repeal with respect to claims arising from or relating to matters occurring, in
whole or in part, prior to such amendment, modification or repeal, regardless
of when such claims may be asserted.

         (h)     If the indemnification provided in this Article Sixteen is
either (i) insufficient to cover all costs and expenses incurred by any
Indemnitee as a result of such Indemnitee being made or threatened to be made a
defendant or respondent in a Proceeding by reason of his or her holding or
having held a position named in paragraph (a)(i) of this Article Sixteen or
(ii) not permitted by Texas law, the Trust shall indemnify, to the fullest
extent that indemnification is permitted by Texas law, every Indemnitee with
respect to all costs and expenses incurred by such Indemnitee as a result of
such Indemnitee being made or threatened to be made a defendant or respondent
in a Proceeding by reason of his or her holding or having held a position named
in paragraph (a)(i) of this Article Sixteen.

         (i)     The indemnification provided by this Article Sixteen shall be
subject to all valid and applicable laws, including, without limitation, the
Texas REIT Act, and, in the event this Article Sixteen or any of the provisions
hereof or the indemnification contemplated hereby are found to be inconsistent
with or contrary to any such valid laws, such laws shall be deemed to control
and this Article Sixteen shall be regarded as modified accordingly, and, as so
modified, to continue in full force and effect.





                                       12
<PAGE>   13
                               ARTICLE SEVENTEEN

         No Trust Manager or officer of the Trust shall be liable to the Trust
for any act, omission, loss, damage or expense arising from the performance of
his or her duties under the Trust save only for his or her own willful
misfeasance or malfeasance or negligence.  In discharging their duties to the
Trust, Trust Managers and officers of the Trust shall be entitled to rely upon
experts and other matters as provided in the Texas REIT Act and the Trust's
Bylaws.

         This Article Seventeen shall be deemed to incorporate by reference any
future amendments to applicable law that further limit or eliminate the
personal liability of a Trust Manager or officer of the Trust.

         Any repeal or modification of all or part of this Article Seventeen by
the shareholders of the Trust shall not adversely affect any right or
protection of a Trust Manager or officer of the Trust existing at the time of
such repeal or modification.


                                ARTICLE EIGHTEEN

         The number of Trust Managers may be increased from time to time by the
affirmative vote of the majority of the Trust Managers or decreased by the
unanimous vote of the Trust Managers.  Each Trust Manager shall serve until his
or her successor is elected and qualified or until his or her death,
retirement, resignation or removal.

         A Trust Manager may be removed by the vote of the holders of
two-thirds of the outstanding Shares at a special meeting of the shareholders
called for such purpose pursuant to the Trust's Bylaws.


                                ARTICLE NINETEEN

         (a)     Beginning with the date of the Initial Public Offering and
prior to the Restriction Termination Date, no Person may actually, beneficially
or constructively own Shares of any class or series with an aggregate value in
excess of 9.8% of the aggregate value of all outstanding Shares of such class
or series of Shares or more than 9.8% of the number of outstanding Shares of
any class or series of Shares (the limitation on the ownership of outstanding
Shares is referred to in this Article Nineteen as the "Ownership Limit," and
the 9.8% threshold is referred to in this Article Nineteen as the "Percentage
Limit"), and no Securities (as hereinafter defined) shall be accepted,
purchased or in any manner acquired by any Person if such issuance or transfer
would result in that Person's ownership of Shares exceeding the Percentage
Limit.  For purposes of determining if the Ownership Limit is exceeded by a
Person, Convertible Securities (as hereinafter defined) owned by such Person
shall be treated as if the Convertible Securities owned by such Person had been
converted into Shares





                                       13
<PAGE>   14
as of the date on which there occurs a determination as to whether the
Ownership Limit has been exceeded.  The Ownership Limit shall not apply (i) to
the acquisition of Securities of the Trust by an underwriter in a public
offering of Securities of the Trust, or in any transaction involving the
issuance of Securities by the Trust, in which a majority of the Trust Managers
determines that the underwriter or other Person or party initially acquiring
such Securities will timely distribute such Securities to or among others so
that, following such distribution, none of such Securities will be Excess
Securities (as hereinafter defined), or (ii) to the acquisition of Securities
pursuant to an exception made pursuant to paragraph (h) hereof.

         (b)     Nothing in this Article Nineteen shall preclude the settlement
of any transaction in Securities entered into through the facilities of the New
York Stock Exchange.  If any Securities are accepted, purchased or in any
manner acquired by any Person resulting in a violation of paragraph (a) or (e)
hereof, such issuance or transfer shall be valid only with respect to such
amount of Securities issued or transferred as does not result in a violation of
paragraph (a) or (e) hereof, and such acceptance, purchase or acquisition shall
be void ab initio with respect to the amount of Securities that results in a
violation of paragraph (a) or (e) hereof (the "Excess Securities"), and the
intended transferee of such Excess Securities shall acquire no rights in such
Excess Securities except as set forth in paragraph (d) below.

         (c)     Each shareholder shall, within ten days of demand by the
Trust, disclose to the Trust in writing such information with respect to his,
her or its ownership of Shares as the Trust Managers in their discretion deem
necessary or appropriate in order that the Trust may fully comply with all
provisions of the Internal Revenue Code of 1986, as amended (together with any
successor statute, the "Code") relating to REITs and all regulations, rulings
and cases promulgated or decided thereunder (the "REIT Provisions") and to
comply with the requirements of any taxing authority or governmental agency.
All Persons who actually, beneficially or constructively own in excess of 5%
(or such lower percentage as required pursuant to Treasury Regulations under
the Code) of the Shares must disclose in writing such ownership information to
the Trust no later than January 31 of each year.

         (d)     The Excess Securities, and the owners thereof, shall have the
following characteristics, rights and powers:

                 (i)      Upon any purported purchase, sale, exchange,
         acquisition, disposition or other transfer or upon any change in the
         capital structure of the Trust (including any redemption of
         Securities) that results in Excess Securities pursuant to paragraph
         (a) or (e) of this Article Nineteen, such Excess Securities shall be
         deemed to have been transferred to a trust "Beneficial Trust" for
         registration in the name of the Trustee (as hereinafter defined) for
         the exclusive benefit of the Charitable Beneficiary (as hereinafter
         defined) to whom an interest in such Excess Securities may later be
         transferred pursuant to subparagraph (d)(v) hereof.  Such transfer to
         a Beneficial Trust shall be effective as of the close of business on
         the business day prior to the date of the transfer or other change in
         the capital structure of the Trust.  The Trust shall name a Trustee
         and Charitable Beneficiary of each Beneficial Trust





                                       14
<PAGE>   15
         within five days after discovery of the existence thereof.  Any such
         Excess Securities so held in a Beneficial Trust shall be issued and
         outstanding shares of the Trust.  The Purported Record Transferee (as
         hereinafter defined) (or Purported Beneficial Transferee (as
         hereinafter defined), if applicable) shall have no rights in such
         Excess Securities except as provided in this paragraph (d).

                 (ii)     The Trustee, as record holder of the Excess
         Securities, shall be entitled to receive all dividends and
         distributions as may be declared by the Board of Trust Managers on
         such Excess Securities, and shall hold such dividends or distributions
         in trust for the benefit of the Charitable Beneficiary.  The Purported
         Record Transferee (or Purported Beneficial Transferee, if applicable)
         with respect to the Excess Securities shall repay to the Trustee the
         amount of any dividends or distributions received by it that (A) are
         attributable to any Excess Securities and (B) the record date of which
         was on or after the date on which such shares became Excess
         Securities.  The Trust shall take all measures that it determines are
         reasonably necessary to recover the amount of any such dividend or
         distribution paid to the Purported Record Transferee (or Purported
         Beneficial Transferee, if applicable), including, if necessary,
         withholding any portion of future dividends or distributions payable
         on Excess Securities beneficially owned or constructively owned by the
         Person who, but for the provisions of paragraph (d)(i) hereof, would
         constructively own or beneficially own the Excess Securities; and, as
         soon as reasonably practicable following the Trust's receipt or
         withholding thereof, shall pay over to the Trustee for the benefit of
         the Charitable Beneficiary the dividends so received or withheld, as
         the case may be.

                 (iii)    In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of, or any distribution of the
         assets of the Trust (other than a dividend), the Trustee of each
         Beneficial Trust shall be entitled to receive, ratably with each other
         holder of Securities of the same class or series, that portion of the
         assets of the Trust which is available for distribution to the holders
         of such class and series of Securities.  The Trustee shall distribute
         to the Purported Record Transferee the amounts received upon such
         liquidation, dissolution, winding up or distribution; provided,
         however, that the Purported Record Transferee shall not be entitled to
         receive amounts pursuant to paragraph (d)(iii) hereof in excess of, in
         the case of a purported transfer in which the Purported Record
         Transferee gave value for Securities and which transfer resulted in
         the transfer of Excess Securities to the Beneficial Trust, the price
         per share or security, if any, that such Purported Record Transferee
         paid for the Securities and, in the case of a transfer in which the
         Purported Record Transferee did not give value for such Securities
         (e.g., if the Securities were received through a gift or devise) and
         which transfer resulted in the transfer of Excess Securities to the
         Beneficial Trust, the price per share or security equal to the Market
         Price (as hereinafter defined) on the date of such transfer.  Any
         remaining amount in such Beneficial Trust shall be distributed to the
         Charitable Beneficiary.

                 (iv)     The Trustee shall be entitled to vote all Excess
         Securities.  Any vote by a Purported Record Transferee as a holder of
         Shares or Securities prior to the discovery by the





                                       15
<PAGE>   16
         Trust that the Securities are Excess Securities shall, subject to
         applicable law, be rescinded and shall be void ab initio with respect
         to such Excess Securities, and the Purported Record Transferee shall
         be deemed to have given, as of the close of business on the business
         day prior to the date of the purported transfer that results in the
         transfer to the Beneficial Trust of Excess Securities under paragraph
         (d)(i) hereof, an irrevocable proxy to the Trustee to vote the Excess
         Securities in the manner in which the Trustee, in its sole and
         absolute discretion, desires.

                 (v)      The Trustee shall have the exclusive and absolute
         right to designate a Permitted Transferee (as hereinafter defined) of
         any Excess Securities.  In an orderly fashion so as not materially and
         adversely to affect the Market Price of the Excess Securities, the
         Trustee may designate any Person as Permitted Transferee; provided,
         however, that (A) the Permitted Transferee so designated purchases for
         valuable consideration (whether in a public or private sale), at a
         price as set forth in paragraph (d)(vii) hereof, the Excess Securities
         and (B) the Permitted Transferee so designated may acquire such Excess
         Securities without such acquisition resulting in a transfer to a
         Beneficial Trust and the redesignation of such Securities so acquired
         as Excess Securities under paragraph (d)(i) hereof.  Upon the
         designation by the Trustee of a Permitted Transferee in accordance
         with the provisions of paragraph (a) or (e) hereof, the Trustee of a
         Beneficial Trust shall (w) cause to be transferred to the Permitted
         Transferee that number of Excess Securities acquired by the Permitted
         Transferee, (x) cause to be recorded on the books of the Trust that
         the Permitted Transferee is the holder of record of such number of
         Securities, (y) cause the Excess Securities to be canceled, and (z)
         distribute to the Charitable Beneficiary any and all amounts held with
         respect to the Excess Securities after making that payment to the
         Purported Record Transferee pursuant to paragraph (d)(vi) hereof.

                 (vi)     Any Purported Record Transferee shall be entitled
         (following discovery of the Excess Securities and subsequent
         designation of the Permitted Transferee in accordance with paragraph
         (d)(v) hereof to receive from the Trustee upon the sale or other
         disposition of such Excess Securities the lesser of (A) in the case of
         (1) a purported transfer in which the Purported Record Transferee (or
         Purported Beneficial Transferee, if applicable) gave value for
         Securities and which transfer resulted in the transfer of Excess
         Securities to the Beneficial Trust, the price per share, if any, such
         Purported Record Transferee (or Purported Beneficial Transferee, if
         applicable) paid for the Securities, or (2) a transfer in which the
         Purported Record Transferee (or Purported Beneficial Transferee, if
         applicable) did not give value for such Securities (e.g., if the
         Securities were received through a gift or devise) and which transfer
         resulted in the transfer of Excess Securities to the Beneficial Trust,
         the price per share equal to the Market Price on the date of such
         transfer, and (B) the price per share received by the Trustee of the
         Beneficial Trust from the sale or other disposition of such Excess
         Securities in accordance with paragraph (d)(v) or (vii) hereof.  Any
         amounts received by the Trustee in respect of such Excess Securities
         and in excess of such amounts to be paid the Purported Record
         Transferee pursuant to paragraph (d)(vi) hereof shall be distributed
         to the Charitable Beneficiary in accordance with the provisions of
         paragraph (d)(v) hereof.





                                       16
<PAGE>   17
         Each Charitable Beneficiary and Purported Record Transferee (and
         Purported Beneficial Transferee, if different) waives any and all
         claims that each may have against the Trustee and the Beneficial Trust
         arising out of the disposition of the Excess Securities, except for
         claims arising out of the gross negligence or willful misconduct of,
         or any failure to make payments in accordance with this paragraph (d)
         hereof by such Trustee or the Trust

                 (vii)    Excess Securities shall be deemed to have been
         offered for sale to the Trust, or its designee, at a price per share
         equal to the lesser of (A) the price per share in the transaction that
         created such Excess Securities (or, in the case of devise or gift, the
         Market Price at the time of such devise or gift) and (B) the Market
         Price on the date the Trust, or its designee, accepts such offer.  The
         Trust shall have the right to accept such offer for a period of 90
         days after the later of (y) the date of the transfer which resulted in
         such Excess Securities and (z) the date the Trust determines in good
         faith that a transfer resulting in Excess Securities has occurred, if
         the Trust does not receive a notice of such transfer pursuant to
         paragraph (d)(v) hereof.

         (e)     Any sale, transfer, gift, assignment, devise or other
disposition of Shares or of any interest in Shares, including a "transfer"
resulting from a change in the capital structure of the Trust or the grant of
an option to acquire Shares or any interest therein (collectively, a
"transfer") that, if effective, would result in (i) a violation of the
Ownership Limit shall be void ab initio as to the Shares that would cause such
violation, (ii) the Shares of the Trust being owned by less than 100 persons
(determined without reference to any rules of attribution) shall be void ab
initio as to the Shares which would otherwise be beneficially owned by the
transferee, (iii) the Trust being "closely held" within the meaning of Section
856(h) of the Code, shall be void ab initio as to the transfer of the Shares
that would cause the Trust to be "closely held" within the meaning of Section
856(h) of the Code, (iv) the Trust owning, directly or indirectly, 10% or more
of the ownership interest in any tenant or subtenant of the Trust's real
property within the meaning of Section 856(d)(2)(B) of the Code and the
Treasury Regulations thereunder, shall be void ab initio, or (v) the
disqualification of the Trust as a REIT shall be void ab initio as to the
transfer of the Shares that would cause the Trust to be disqualified as a REIT,
and, in the case of each of clauses (i), (ii), (iii), (iv) and (v) of this
paragraph (e), the intended transferee shall acquire no rights in such Shares
except as set forth in paragraph (d) above.

         (f)     For purposes of this Article Nineteen:

                 (i)      The term "Charitable Beneficiary" means, with respect
         to any Beneficial Trust, one or more organizations described in each
         of Section 170(b)(1)(A) (other than clauses (vii) or (viii) thereof)
         and Section 170(c)(2) of the Code that are named by the Trustee as the
         beneficiary or beneficiaries of such Beneficial Trust, in accordance
         with the provisions of paragraph (d)(i) hereof.

                 (ii)     The term "Convertible Securities" means any
         securities of the Trust that are convertible into Shares.





                                       17
<PAGE>   18
                 (iii)    The term "individual" means any natural person as
         well as those organizations treated as natural persons under Section
         542(a) of the Code.

                 (iv)     The term "Initial Public Offering" means the sale of
         shares pursuant to the Trust's first effective registration statement
         for such shares filed under the Securities Act of 1933, as amended.

                 (v)      The term "Market Price" means the average of the last
         reported sales price of Common Shares reported on the New York Stock
         Exchange on the five trading days immediately preceding the relevant
         date, or if the Common Shares are not then traded on the New York
         Stock Exchange, the last reported sales price of the Common Shares on
         the five trading days immediately preceding the relevant date as
         reported on any exchange or quotation system over which the Common
         Shares may be traded, or if the Common Shares are not then traded over
         any exchange or quotation system, then the market price of the Common
         Shares on the relevant date as determined in good faith by the Board
         of Trust Managers.

                 (vi)     The term "ownership" (including "own" or "owns") of
         Shares means beneficial ownership.  Beneficial ownership for this
         purpose shall be defined to include actual ownership by a Person, as
         well as constructive ownership by such Person after application of
         principles in accordance with or by reference to Sections 318, 544 or
         856 of the Code or Section 13(d) of the Exchange Act.

                 (vii)    The term "Permitted Transferee" means any Person
         designated as a Permitted Transferee in accordance with the provisions
         of paragraph (d)(v) of this Article Nineteen.

                 (viii)   The term "Person" includes an individual,
         corporation, partnership, association, joint stock company, limited
         liability company, trust, unincorporated association or other entity
         and also includes a "group," as that term is defined in Section
         13(d)(3) of the Exchange Act.

                 (ix)     The term "Purported Beneficial Transferee" means,
         with respect to any purported transfer that results in Excess
         Securities, the purported beneficial transferee for whom the Purported
         Record Transferee would have acquired Securities of the Trust if such
         transfer had been valid under paragraph (a) or (e) of this Article
         Nineteen.

                 (x)      The term "Purported Record Transferee" shall mean,
         with respect to any purported transfer which results in Excess
         Securities, the Person who would have been the record holder of the
         Securities of the Trust if such transfer had been valid under
         paragraph (a) or (e) of this Article Nineteen.

                 (xi)     The term "REIT" means a "real estate investment
         trust," as defined in Section 856 of the Code and applicable Treasury
         Regulations.





                                       18
<PAGE>   19
                 (xii)    The term "Restriction Termination Date" means the
         first day after the date of the Initial Public Offering on which the
         Board of Trust Managers and the shareholders determine that it is no
         longer in the best interests of the Trust to attempt to, or continue
         to, qualify as a REIT.

                 (xiii)   The term "Securities" means Shares and Convertible
         Securities.

         (g)     If any of the restrictions on transfer set forth in this
Article Nineteen are determined to be void, invalid or unenforceable by virtue
of any legal decision, statute, rule or regulation, then the intended
transferee of any Excess Securities may be deemed, at the option of the Trust,
to have acted as an agent on behalf of the Trust in acquiring the Excess
Securities and to hold the Excess Securities on behalf of the Trust.

         (h)     The Percentage Limit set forth in paragraph (a) hereof shall
not apply to Securities which the Trust Managers in their sole discretion may
exempt from the Percentage Limit while owned by a Person who has provided the
Trust with evidence and assurances acceptable to the Trust Managers, in their
sole discretion, that the qualification of the Trust as a REIT would not be
jeopardized thereby.  The Trust Managers, in their sole discretion, may at any
time revoke any exception pursuant to this paragraph (h) in the case of any
Person, and upon such revocation, the provisions of paragraph (a) hereof shall
immediately become applicable to such Person and all Securities which such
Person may own.  A decision to exempt or refuse to exempt from the Percentage
Limit the ownership of certain designated Securities, or to revoke an exemption
previously granted, shall be made by the Trust Managers in their sole
discretion, based on any reason whatsoever, including, but not limited to, the
preservation of the Trust's qualification as a REIT.

         (i)     Subject to the provisions of the first sentence of paragraph
(b) hereof, nothing herein contained shall limit the ability of the Trust to
impose or to seek judicial or other imposition of additional restrictions if
deemed necessary or advisable to protect the Trust and the interests of its
security holders by preserving the Trust's status as a qualified REIT under the
Code.

         (j)     All Persons who own 5% or more of the Trust's outstanding
Shares (or such lower percentage as required pursuant to Treasury Regulations)
during any taxable year of the Trust shall file with the Trust an affidavit
setting forth the number of Shares during such taxable year (i) owned directly
(held of record by such Person or by a nominee or nominees of such Person) and
(ii) constructively owned (within the meaning of Section 544 of the Code or
considered beneficially owned for purposes of Section 13(d) of the Exchange
Act) by the Person filing the affidavit.  The affidavit to be filed with the
Trust shall set forth all the information required to be reported (i) in
returns of shareholders under Section 1.857-9 of the Treasury Regulations or
similar provisions of any successor Treasury Regulations and (ii) in reports to
be filed under Section 13(d) of the Exchange Act.  The affidavit or an
amendment to a previously filed affidavit shall be filed with the Trust
annually within 60 days after the close of the Trust's taxable year.  A Person
shall have satisfied the requirements of this paragraph (j) if the person
furnishes to the Trust the information in such person's possession after such
person has made a good faith effort to determine the Shares





                                       19
<PAGE>   20
it owns and to acquire the information required by Treasury Regulations Section
1.857-9 or similar provisions of any successor regulation.


                                 ARTICLE TWENTY

         The Board of Trust Managers shall use its best efforts to cause the
Trust and its shareholders to qualify for U.S. federal income tax treatment in
accordance with the provisions of the Code applicable to REITs.  In furtherance
of the foregoing, the Board of Trust Managers shall use its best efforts to
take such actions as are necessary, and may take such actions as it deems
desirable (in its sole discretion), to preserve the status of the Trust as a
REIT.


                               ARTICLE TWENTY-ONE

         This Declaration of Trust may be amended from time to time by the
affirmative vote of the holders of at least two-thirds of the outstanding
voting Shares, except that (i) Article Eleven hereof (relating to the
prohibition against engaging in non-real estate investment trust businesses);
(ii) Article Thirteen hereof (relating to the approval of Business
Combinations); (iii) Article Eighteen hereof (relating to the number and
removal of Trust Managers); (iv) Article Nineteen hereof (relating to Share
ownership requirements); and (v) this Article Twenty-One may not be amended or
repealed, and provisions inconsistent therewith and herewith may not be
adopted, except by the affirmative vote of the holders of at least 80% of the
outstanding voting Shares.


                               ARTICLE TWENTY-TWO

         Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by law or by the Declaration of Trust, may be
called by the Trust Managers, any officer of the Trust or the holders of at
least 5% of all of the shares entitled to vote at such meeting.


                              ARTICLE TWENTY-THREE

         If any provision of this Declaration of Trust or any application of
any such provision is determined to be invalid by any federal or state court
having jurisdiction over the issue, the validity of the remaining provisions
shall not be affected and other applications of such provision shall be
affected only to the extent necessary to comply with the determination of such
court.  In lieu of such illegal, invalid or unenforceable provision, there
shall be added automatically as a part of this Declaration of Trust, a legal,
valid and enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible, and the parties hereto request the
court or any arbitrator to whom disputes relating to this Declaration of Trust
are submitted to reform the otherwise illegal, invalid or unenforceable
provision in accordance with this Article Twenty-Three.





                                       20
<PAGE>   21
         IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute
this First Amended and Restated Declaration of Trust as of the ___ day of
_____, 1998.



                                      
                                      -----------------------------------------
                                      BERT WOLLEN
                                      
                                      
                                      -----------------------------------------
                                      JACK I. TOMPKINS
                                      
                                      
                                      -----------------------------------------
                                      DAVID L. JOHNSTON





                                       21
<PAGE>   22
STATE OF TEXAS            Section
                          Section
COUNTY OF DALLAS          Section

         BEFORE ME,  the undersigned Notary Public, duly commissioned and
qualified within and for the State and County aforesaid, personally came and
appeared David L. Johnston, in his capacity as Trust Manager of Automotive
Realty Trust of America, and acknowledged to me, Notary, in the presence of
_______________________ and __________________________, that he executed the
foregoing instrument in the presence of the witnesses on behalf of the said
Automotive Realty Trust of America, as his own free and voluntary act and deed,
for the uses, purposes and considerations therein expressed.

         IN WITNESS WHEREOF, said Appearer has executed these presents together
with me, Notary, and the undersigned competent witnesses, at my office in the
County and State aforesaid, on the ____ day of _____, 1998.



                                       
                                       ----------------------------------------
                                       My commission expires:


STATE OF TEXAS            Section
                          Section
COUNTY OF DALLAS          Section

         BEFORE ME,  the undersigned Notary Public, duly commissioned and
qualified within and for the State and County aforesaid, personally came and
appeared Jack I. Tompkins, in his capacity as Trust Manager of Automotive
Realty Trust of America, and acknowledged to me, Notary, in the presence of
_______________________ and __________________________, that he executed the
foregoing instrument in the presence of the witnesses on behalf of the said
Automotive Realty Trust of America, as his own free and voluntary act and deed,
for the uses, purposes and considerations therein expressed.

         IN WITNESS WHEREOF, said Appearer has executed these presents together
with me, Notary, and the undersigned competent witnesses, at my office in the
County and State aforesaid, on the ___ day of _____, 1998.



                                        
                                        ---------------------------------------
                                        My commission expires:





                                       22
<PAGE>   23
STATE OF TEXAS            Section
                          Section
COUNTY OF DALLAS          Section

         BEFORE ME,  the undersigned Notary Public, duly commissioned and
qualified within and for the State and County aforesaid, personally came and
appeared Bert Wollen, in his capacity as Trust Manager of Automotive Realty
Trust of America, and acknowledged to me, Notary, in the presence of
_______________________ and __________________________, that he executed the
foregoing instrument in the presence of the witnesses on behalf of the said
Automotive Realty Trust of America, as his own free and voluntary act and deed,
for the uses, purposes and considerations therein expressed.

         IN WITNESS WHEREOF, said Appearer has executed these presents together
with me, Notary, and the undersigned competent witnesses, at my office in the
County and State aforesaid, on the ___ day of _____, 1998.



                                       ----------------------------------------
                                       My commission expires:





                                       23