AMENDED AND RESTATED BYLAWS
                                       OF
                              SUNTERRA CORPORATION


                                    ARTICLE I

                                  STOCKHOLDERS
                                  ------------

     Section 1. Annual Meeting. The annual meeting of stockholders of Sunterra
Corporation (the "Corporation") shall be held each year at the principal office
of the Corporation in the State of Maryland, or at such other place as may be
determined the Board of Directors, during the month of , at such date, hour and
place within or without the State as may be fixed by the Board of Directors for
the purpose of election of Directors and for the transaction of such other
business as may properly come before the meeting. Failure to hold an annual
meeting shall not invalidate the Corporation's existence or affect any otherwise
valid corporate acts.

     Section 2. Special Meeting. A special meeting of stockholders may be called
by any two (2) members of the Board of Directors or by the Chairman of the Board
or President to be held at the principal office of the Corporation in the State
of Maryland, or at such other place as may be determined by the Board of
Directors when such meeting is called. Special meetings of stockholders shall
also be called by the Secretary upon the written request of the holders of
shares entitled to cast not less than 20% of all the votes entitled to be cast
at such meeting; provided, however, unless requested by stockholders entitled to
cast a majority of all votes entitled to be cast at such meeting, a special
meeting need not be called for the purpose of considering any matter which is
substantially the same as a matter voted on at any special meeting of the
stockholders held during the preceding 12 months. Such request shall state in
general terms the purpose of such meeting and the matters proposed to be acted
on at such meeting. The Secretary shall inform such



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stockholders of the reasonably estimated cost of preparing and mailing notice of
the meeting and, upon payment to the Corporation of such costs, the Secretary
shall give notice to each stockholder entitled to notice of the meeting.

     Section 3. Notice. Not less than 10 nor more than 90 days before each
meeting of stockholders, the Secretary shall give to each stockholder entitled
to vote at such meeting and to each stockholder not entitled to vote who is
entitled to notice of the meeting, written notice stating the time and place of
the meeting and, in the case of a special meeting or as otherwise may be
required by law, the purpose for which the meeting is called. Except as
otherwise provided by law or these Bylaws, whenever notice is required by law or
these Bylaws to be given to a stockholder, it shall be construed to mean either
(i) written notice personally served against written receipt at the address that
appears for that person on the books of the Corporation, (ii) written notice
transmitted by mail, by depositing the notice in a post office or letter box, in
a postage paid envelope, addressed to the stockholder at the address that
appears for that person on the books of the Corporation or, in default of any
other address for a stockholder, at the general post office situated in the city
or county of his or her residence, which notice shall be deemed to be given at
the time it is thus mailed, or (iii) written notice transmitted by electronic
mail to any electronic mail address as designated in writing by the stockholder,
or by any other electronic means. A stockholder waives notice if, before or
after the meeting, the stockholder signs a waiver of notice which is filed with
the records of Stockholders' meetings or is present at the meeting in person or
by proxy.

     Section 4. Notice of Stockholder Business. At any annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting, the
business, including any nomination for election of Directors, must be (i)
specified in the notice of meeting (or any supplement thereto) given by or


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at the direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder who complies with
the notice procedures set forth in this Section 4.

     For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such business must be a proper matter for
stockholder action. To be timely, such notice must be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the 90th day prior to the first anniversary of the preceding
year's annual meeting. If the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, to be timely any such
notice must be so delivered not later than the close of business on the later of
the 90th day prior to such annual meeting or the 10th day following the day on
which public announcement of such meeting is first made. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above. In the event
that the number of directors is increased and there is a public announcement of
the increase or a public announcement naming all of the nominees for director at
least 100 days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice shall be considered timely if delivered within
the time period described above. If such public announcement is made later, a
stockholder's notice shall be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered not later than the close of business on the 10th day following the day
on which such public announcement is first made by the Corporation.

     Any such notice by a stockholder shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the


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meeting and the reasons for conducting such business at the meeting, (ii) the
name and address of the stockholder proposing such business, as they appear on
the Corporation's books, and of the beneficial owner, if any, on whose behalf
the proposal is made, (iii) the class and number of shares of the capital stock
of the Corporation which are beneficially owned by such stockholder and such
beneficial owner, if any, and (iv) any material interest of such stockholder and
such beneficial owner, if any, in such business. If a stockholder proposes the
nomination for election of directors, such notice by the stockholder shall also
set forth as to each person whom the stockholder proposes to nominate (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of the capital stock of the Corporation which are beneficially owned by
such person and (iv) any other information relating to such person that is
required to be disclosed in solicitations of proxies for the election of
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934
("Exchange Act") or any successor regulation thereto, including, without
limitation, such person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected and whether any person
intends to seek reimbursement from the Corporation of the expenses of any
solicitation of proxies should such person be elected a Director of the
Corporation. No person shall be entitled to receive reimbursement from the
Corporation of the expenses of a solicitation of proxies for the election as a
Director of a person named in such notice unless such notice states that such
reimbursement will be sought from the Corporation.

     Only such business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the Corporation's
notice of meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (i) by or at the


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direction of the Board of Directors or (ii) by a stockholder who complies with
the notice procedures set forth in this Section 4. In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one or more
Directors to the Board of Directors, any such stockholder may nominate a person
or persons, as the case may be, for election to such position(s) as specified in
the Corporation's notice of meeting, if the stockholder gives timely written
notice thereof to the Secretary of the Corporation setting forth the information
required in the paragraph immediately above. To be timely, any such notice must
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

     For purposes of this Section 4, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at any annual or special meeting except in accordance with the
procedures set forth in this Section. The Chairman of the annual or special
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section and, if such determination should be made, the
Chairman shall so declare to the meeting that any such business not properly
brought before the meeting shall not be considered or transacted.


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     Notwithstanding the foregoing provisions of this Section 4, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
Section 4. Nothing in this Section 4 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or the holders of any
series of preferred stock to elect directors under specified circumstances.

     Section 5. Quorum. At any meeting of stockholders, the presence in person
or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum. If, however, such
quorum shall not be present at any meeting of the stockholders, the stockholders
entitled to vote at such meeting, present in person or by proxy, shall have
power to adjourn the meeting from time to time to a date not more than 120 days
after the original record date without notice other than announcement at the
meeting until such quorum shall be present. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally noticed.

     Section 6. Voting. A plurality of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient to
elect a Director. Except as otherwise provided in the Charter, in each election
of directors cumulative voting shall not be allowed. Each share of stock may be
voted for as many individuals as there are Directors to be elected and for whose
election the share is entitled to be voted. A majority of the votes cast at a
meeting of stockholders duly called and at which a quorum is present shall be
sufficient to approve any matter that may properly come before the meeting,
unless more than a majority of the votes cast is required by law or by the
Charter. Unless otherwise provided in the Charter, each outstanding share of


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stock, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.

     Section 7. Proxies. A stockholder may vote the shares of stock owned of
record by such stockholder, either in person or by proxy executed in writing by
the stockholder or by the stockholder's duly authorized attorney in fact. Such
proxy shall be filed with the Secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

     Section 8. Voting of Shares by Certain Holders. Shares registered in the
name of another corporation, if entitled to be voted, may be voted by the
President, a Vice President or a proxy appointed by the President or a Vice
President of such other corporation, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the board
of directors of such other corporation presents a certified copy of such bylaw
or resolution, in which case such person may vote such shares. Any fiduciary may
vote shares registered in the fiduciary's name as such fiduciary, either in
person or by proxy.

     Shares of its own stock directly or indirectly owned by this Corporation
shall not be voted at any meeting and shall not be counted in determining the
total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.

     The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may certify, the purpose for which the


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certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.

     Section 9. Inspectors. At any meetings of stockholders, the Chairman of the
meeting shall appoint one or more persons as inspectors for such meeting. Such
inspectors shall ascertain and report the number of shares represented at the
meeting based upon their determination of the validity and effect of proxies,
count all votes, report the results and perform such other acts as are proper to
conduct the election and voting with impartiality and fairness to all the
stockholders.

     Each report of an inspector shall be in writing and signed by him or by a
majority of them if there be more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.

     Section 10. Informal Action by Stockholders. Except as provided herein, any
action required or permitted to be taken at a meeting of stockholders may be
taken without a meeting if a unanimous written consent, setting forth such
action, is signed by each stockholder entitled to vote on the matter and such
consent is filed with the records of stockholders' meetings. The holders of any
class of capital stock, other than common stock, entitled to vote generally in
the election of directors, may take action or consent to any action by the
written consent of the stockholders


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entitled to cast not less than the minimum number of votes that would be
necessary to authorize or take the action at a stockholders meeting if the
Corporation gives notice of the action to each stockholder not later than 10
days after the effective time of the action. Notwithstanding the foregoing,
action by written consent of less than all of the holders of common stock shall
be permitted if and to the extent it becomes permitted under the Maryland
General Corporation Law.

     Section 11. Voting by Ballot. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any stockholder shall
demand that voting be by ballot.

                                   ARTICLE II
                               BOARD OF DIRECTORS
                               ------------------

     Section 1. Management. The management and control of the business of the
Corporation shall be vested in a Board of Directors, consisting of seven (7)
persons, who shall be elected at the annual meeting of stockholders for a term
of one (1) year, and who shall hold office until their successors are duly
elected and qualify. The number of Directors may be increased or decreased by
the Board of Directors at any regular meeting or any special meeting called for
that purpose, provided that the number thereof shall not be more than eleven
(11), and further provided that the tenure of office of a director shall not be
affected by any decrease in the number of Directors.

     Section 2. Vacancies. Any vacancies on the Board of Directors caused by
resignation, death or otherwise shall be filled by the remaining Directors at
any regular or special meeting, except that a vacancy resulting from an increase
in the number of Directors shall be filled by a majority vote of the entire
Board of Directors. A Director elected to fill a vacancy shall be elected for
the unexpired term of the predecessor in office, provided that a Director
elected to fill a vacancy


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resulting from an increase in the number of Directors shall be elected to serve
until the next annual meeting of stockholders and until the Director's successor
is duly elected and qualifies.

     Section 3. Regular Meetings. A meeting of the Board of Directors to elect
officers and transact other business shall be held as soon as practical after
each annual meeting of stockholders. No notice of such regular meeting need be
given to the Directors. The Board of Directors shall also meet regularly at such
times as may be designated from time to time by the Board of Directors.

     Section 4. Special Meetings. Special Meetings of the Board of Directors may
be called at any time by the Chairman of the Board of Directors, by a majority
of the Directors, or by any two (2) Directors, to be held at the principal
office of the Corporation in the State of Maryland, or at such other place or
places as the Board of Directors may from time to time designate.

     Section 5. Notice. Notice of every regular, except as otherwise provided in
Article II, Section 3 of these Bylaws, or special meeting of the Board of
Directors shall be given to each Director at least three (3) business days prior
thereto by written notice delivered (i) personally to the Director's last known
business or residence address, (ii) by facsimile sent to the Director's last
known business or residence address, (iii) by personal telephone call, or (iv)
by electronic mail to any electronic mail address as designated in writing by
the Director, or by any other electronic means.

     Any Director may waive notice of any meeting by written waiver filed with
the records of the meeting, either before or after the holding thereof. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any


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regular or special meeting of the Board of Directors need to specified in the
notice or waiver of notice of such meeting.

     Section 6. Quorum. A quorum for the transaction of business at every
meeting of the Board of Directors shall consist of a majority of the Board of
Directors, and the vote of a majority of those present at a meeting at which a
quorum is present shall be required to pass any measure or resolution unless a
greater number is required by the Charter of the Corporation or by these Bylaws.
If less than a quorum of Directors is present at said meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice. The Directors present at a meeting that has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Directors to leave less than a quorum.

     Section 7. Telephone Meetings. Members of the Board of Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

     Section 8. Informal Action by Directors. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting, if an unanimous written consent which sets forth the action is signed
by each Director and such consent is filed with the minutes of proceedings of
the Board of Directors.

     Section 9. Compensation. By resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, at meetings of the Board of Directors or
committees thereof may be paid to the non-employee Directors (in cash or capital
stock of the Corporation); but nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.


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     Section 10. Resignation. A Director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in the notice, the resignation shall
take effect upon the receipt thereof by the Board of Directors or such officer
and the acceptance of such resignation shall not be necessary to make it
effective.

                                   ARTICLE III
                                   COMMITTEES
                                   ----------

     Section 1. General Provisions. The Board of Directors may establish
committees, composed of one or more Directors, from among its members. Any such
committee shall serve at the pleasure of the Board of Directors and shall have
such powers in the management of the business and affairs of the Corporation as
may be delegated by the Board of Directors consistent with law. Each committee
may fix rules of procedure for its business. A majority of the members of a
committee shall constitute a quorum for the transaction of business and the act
of a majority of those present at a meeting at which such a quorum is present
shall be the act of the committee. The members of a committee present at any
meeting, whether or not they constitute a quorum, may appoint a Director to act
in place of an absent member.

     Section 2. Telephone Meetings. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.

     Section 3. Informal Action by Committees. Any action required or permitted
to be taken at any meeting of a committee of the Board of Directors may be taken
without a meeting, if an


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unanimous consent which sets forth the action is signed by each member of the
committee and such consent is filed with the minutes of the proceedings of such
committee.

     Section 4. Minutes of Meetings. The minutes of any meeting of a committee
shall be distributed to each member of the Board of Directors.

                                   ARTICLE IV
                                    OFFICERS
                                    --------

     Section 1. General Provisions. The officers of the Corporation shall
consist of a President, Secretary, Treasurer, Chief Executive Officer, and
Chairman of the Board of Directors and also may consist of a Chief Operating
Officer, a Vice-Chairman of the Board of Directors, one or more Vice-Presidents,
one or more Assistant Treasurers, one or more Assistant Secretaries and such
other officers as the Board of Directors may determine from time to time. The
officers of the Corporation shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as may be convenient. Each
officer shall hold office until that officer's successor is duly elected and
qualifies or until that officer's death, resignation or removal in the manner
hereinafter provided. Any two or more offices except President and Vice
President may be held by the same person. In its discretion, the Board of
Directors may leave vacant any office except that of President, Treasurer and
Secretary. Election or appointment of an officer or agent shall not in itself
create contract rights between the Corporation and such officer or agent.


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     Section 2. Removal. Any officer or agent of the Corporation may be removed
by the Board of Directors if in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

     Section 3. Vacancies. A vacancy in any office may be filled by the Board of
Directors.

     Section 4. Chief Executive Officer. The Board of Directors shall designate
a Chief Executive Officer. In the absence of such designation, the President
shall be the Chief Executive Officer of the Corporation. The Chief Executive
Officer shall have general responsibility for implementation of the policies of
the Corporation, as determined by the Board of Directors, and for the management
of the business and affairs of the Corporation.

     Section 5. Chairman of the Board. The Board of Directors shall designate a
Chairman of the Board of Directors (or one of more Co-Chairmen of the Board of
Directors). The Chairman of the Board of Directors shall preside over the
meeting of the Board of Directors and of the stockholders at which the Chairman
shall be present. If there be more than one, the Co-Chairmen designated by the
Board of Directors will perform such duties. The Chairman of the Board of
Directors shall perform such other duties as may be assigned to the Chairman or
Co-Chairmen by the Board of Directors.

     Section 6. President. The Board of Directors shall designate a President.
The President may sign and execute all authorized bonds, contracts or other
obligations in the name of the Corporation. In general, the President shall have
all powers and shall perform all duties incident to the office of President as
may from time to time be prescribed by the Board of Directors.

     Section 7. Chief Operating Officer. The Board of Directors may designate a
Chief Operating Officer. The Chief Operating Officer shall have the
responsibilities and duties as set forth by the Board of Directors or the Chief
Executive Officer.


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     Section 8. Chief Financial Officer. The Board of Directors may designate a
Chief Financial Officer. The Chief Financial Officer shall have the
responsibilities and duties as set forth by the Board of Directors or the Chief
Executive Officer.

     Section 9. Vice President. The Vice President or Vice Presidents shall have
such duties and functions as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer or the President, except as may otherwise
be provided by the Board of Directors.

     Section 10. Secretary. The Secretary shall be responsible for recording all
meetings of Board of Directors, all meetings of the stockholders and all the
proceedings of the meetings thereof in a book to be kept for that purpose and
shall perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders, and shall perform such other duties incident to the office of
Secretary as from time to time may be prescribed by the Board of Directors or by
the President. The Secretary shall have general charge of the stock ledger and
custody of the corporate records and of the seal of the Corporation and the
Secretary, or an Assistant Secretary, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by signature
of the Secretary or by the signature of such Assistant Secretary. Subject to
Section 11 of this Article IV, in the absence of the Secretary, the Board of
Directors may designate an Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by that officer's signature.

     Section 11. Assistant Secretary. The Assistant Secretary, if one (1) (or if
there be more than one (1), the Assistant Secretaries in the order determined by
the Board of Directors, or, in the absence of such determination, then in the
order of their election) shall, in the absence of the


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Secretary or in the event of the Secretary's inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

     Section 12. Treasurer. The Treasurer shall have general charge of the
financial affairs of the Corporation. The Treasurer shall in general have all
powers and perform all duties incident to the office of Treasurer and such as
may from time to time be prescribed by the Board of Directors or by the
President.

     Section 13. Assistant Treasurer. The Assistant Treasurer, if one (1) (or if
there shall be more than one (1), the Assistant Treasurers in the order
determined by the Board of Directors, or if there be no such determination, then
in the order of their election), shall, in the absence of the Treasurer or in
the event of the Treasurer's inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

     Section 14. Other Officers. Such other officers as may be elected by the
Board of Directors shall have such powers and perform such duties as the Board
may from time to time prescribe.

     Section 15. Compensation. The Board of Directors shall fix the compensation
of the Chief Executive Officer from time to time and such officer shall not be
prevented from receiving such compensation by reason of the fact that the
officer is also a Director of the Corporation. Notwithstanding anything
contained herein to the contrary, all matters relating to compensation are
reserved to the Board of Directors.


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                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS
                      -------------------------------------

     Section 1. Contracts. The Board of Directors may authorize any officer or
agent to enter into any contract or to execute and deliver any instrument in the
name of and on behalf of the Corporation and such authority may be general or
confined to specific instances.

     Section 2. Checks and Drafts. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
the Board of Directors.

     Section 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
designate.

                                   ARTICLE VI
                                 SHARES OF STOCK
                                 ---------------

     Section 1. Certificates of Stock. Each stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of stock held by the stockholder in the Corporation. Each
certificate shall be signed by the President or Vice President and countersigned
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed with the corporate seal. The signatures may be
either manual or facsimile. Certificates shall be consecutively numbered; and if
the Corporation shall, from time to time, issue several classes of stock, each
class may have its own number series. A certificate is valid and may be issued
whether or not an officer who signed it is still an officer when it is issued.


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Each certificate representing stock which is restricted as to its
transferability or voting powers, which is preferred or limited as to its
dividends or as to its share of the assets upon liquidation or which is
redeemable at the option of the Corporation, shall have a statement of such
restriction, limitation, preference or redemption provision, or a summary
thereof, plainly stated on the certificate. In lieu of such statement or
summary, the Corporation may set forth upon the face or back of the certificate
a statement that the Corporation will furnish to any stockholder, upon request
and without charge, a full statement of such information.

     Section 2. Transfers of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

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

     Section 3. Lost Certificate. The Board of Directors may direct a new
certificate to be issued in place of any certificate previously issued by the
Corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or the owner's legal representative to advertise the same in such
manner as it shall require and/or to give bond, with sufficient surety, to


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<PAGE>


the Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.

     Section 4. Closing of Transfer Books or Fixing of Record Date. The Board of
Directors may set, in advance, a record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall not be prior to the close of
business on the day the record date is fixed and shall be not more than 90 days,
and in the case of a meeting of stockholders not less than 10 days, before the
date on which the meeting or particular action requiring such determination of
stockholders is to be held or taken.

     If no record date is fixed for the determination of stockholders, (a) the
record date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
on which the notice of meeting is mailed or the 30th day before the meeting,
whichever is the closer date to the meeting; and (b) the record date for the
determination of stockholders entitled to receive payment of a dividend or an
allotment of any other rights shall be the close of business on the day on which
the resolution of the Board of Directors, declaring the dividend or allotment of
rights, is adopted.

     When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.

     Section 5. Stock Ledger. The Corporation shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate stock ledger containing


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<PAGE>


the name and address of each stockholder and the number of shares of stock of
each class held by such stockholder.

                                   ARTICLE VII
                                    DIVIDENDS
                                    ---------

     Section 1. Declaration. Dividends upon the shares of stock of the
Corporation may be declared by the Board of Directors, subject to the provisions
of law and the Charter of the Corporation. Dividends may be paid in cash,
property or shares of the Corporation, subject to the provisions of law and the
Charter of the Corporation.

     Section 2. Contingencies. Before payment of any dividends, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for equalizing
dividends, for repairing or maintaining any property of the Corporation or for
such other purpose or purposes as the Board of Directors shall determine to be
in the best interest of the Corporation, and the Board of Directors may modify
or abolish any such reserve in the manner in which it was created.

                                  ARTICLE VIII
                                      SEAL
                                      ----

     Section 1. Seal. The corporate seal, if the Corporation shall decide to
have a seal, shall have inscribed thereon the name of the Corporation, the year
of its organization and the word "Maryland". The Board of Directors may
authorize one or more duplicate seals and provide for the custody thereof.


                                      -20-

<PAGE>


     Section 2. Affixing Seal. Whenever the Corporation is required to place its
corporate seal to a document, it shall be sufficient to meet the requirements of
any law, rule or regulation relating to a corporate seal to place the word
"(SEAL)" adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.

                                   ARTICLE IX
                                   FISCAL YEAR
                                   -----------

     The fiscal year of the Corporation shall end on the 31st day of December of
each year unless otherwise provided by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION
                                 ---------------

     Section 1. General. Without affecting the rights, if any, of current or
former directors and officers of the Corporation as such rights exist prior to
this date, to the maximum extent permitted by Maryland law, the Corporation
shall indemnify any of its directors or officers who serve in such capacities
from and after the date of these Amended and Restated Bylaws against any and all
liabilities and expenses incurred in connection with their services in such
capacities, and shall indemnify, to the same extent, persons who serve, at its
request, as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture or other enterprise from and after the
date of these Amended and Restated Bylaws.

     Section 2. Advancement of Expenses. Without affecting the rights, if any,
of current or former directors and officers of the Corporation as such rights
exist prior to this date, the Corporation shall advance expenses to those
directors and officers and other persons referred to above to the full extent
permitted by Maryland law. This indemnification of directors and officers shall
also apply to directors and officers who are also employees, in their capacity
as employees.


                                      -21-

<PAGE>


The Board of Directors may by resolution or agreement make further provision for
indemnification of employees of employees and agents to the extent permitted by
Maryland law.

                                   ARTICLE XI
                                WAIVER OF NOTICE
                                ----------------

     Whenever any notice is required to be given pursuant to the Charter or
Bylaws of the Corporation or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at nor the purpose of any
meeting need be set forth in the waiver of notice, unless specifically required
by law. The attendance of any person at any meeting shall constitute a waiver of
notice of such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

                                   ARTICLE XII
                               AMENDMENT OF BYLAWS
                               -------------------

     The Board of Directors shall have the power and authority to amend, alter
or repeal these Bylaws or any provision thereof, and may from time to time adopt
additional Bylaws; provided, however, that any bylaw made and adopted by the
stockholders may be subsequently altered or repealed only by action of the
stockholders.

                                      * * *


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