Exhibit 3.2
                                     SECOND
                              AMENDED AND RESTATED
                                     BY-LAWS

                                       OF

                            AMERICAN LAND LEASE, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1.  Registered  Office.  The registered  office of the
Corporation shall be in the City of Wilmington,  County of New Castle,  State of
Delaware.

                  Section  2.  Other  Offices.  The  Corporation  may also  have
offices at such other  places  both  within and without the State of Delaware as
the Board of Directors may from time to time determine.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors  or for any other  purpose  shall be held at such time
and place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors.

                  Section  2.   Annual   Meetings.   The  Annual   Meetings   of
Stockholders  for the  election of  directors  shall be held on such date and at
such  time,  during  the  31-day  period  from  May 15 to June  15,  as shall be
designated  from  time to time by the  Board  of  Directors.  Any  other  proper
business may be transacted at the Annual Meeting of Stockholders.

                  Section 3. Special Meetings.  Unless otherwise required by law
or by the  certificate  of  incorporation  of the  Corporation,  as amended  and
restated  from  time to  time  (the  "Certificate  of  Incorporation"),  special
meetings of  stockholders,  for any purpose or purposes,  may be called by (i) a
majority  of the  board  of  directors,  (ii)  a  majority  of  the  Independent
Directors,  (iii) the  chairman  of the board,  (iv) the  president,  (v) a vice
president, (vi) the secretary,  (vii) the assistant secretary.  Special meetings
of stockholders shall be called by the secretary upon the written request of the
holders of shares entitled to not less than twenty-five percent (25%) of all the
votes entitled to be cast at such meeting by notice mailed within ten days after
the receipt of such request. Such request shall state the purpose or purposes of
such  meeting and the matters  proposed  to be acted on thereat.  The  secretary
shall inform such stockholders of the reasonably estimated cost of preparing and
mailing such notice of the meeting, and upon payment by such stockholders to the
corporation of such costs the secretary shall give notice stating the purpose or
purposes of the meeting.  No special  meeting need be called upon the request of
the  holders  of  shares  entitled  to cast less  than a  majority  of all votes
entitled  to  be  cast  at  such  meeting,  to  consider  any  matter  which  is
substantially  the same as a matter  voted  upon at any  special  meeting of the
stockholders  held during the preceding  twelve months.  At a Special Meeting of
Stockholders, only such business shall be conducted as shall be specified in the
notice of meeting (or any supplement thereto).

                  Section 4.  Notice.  Whenever  stockholders  are  required  or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  required by law,  the written  notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.

                  In the case of a special meeting of  stockholders  convened at
the  request of  stockholders,  as provided  for in Section 3 above,  the notice
herein  provided  for  shall be given by the  secretary,  in the  manner  herein
provided, within ten days after receipt of such request of stockholders.  Such a
special  meeting  shall be held not less than  twenty  nor more than  sixty days
after receipt of said request of stockholders.

                  Section 5.  Adjournments.  Any meeting of the stockholders may
be adjourned from time to time to reconvene at the same or some other place, and
notice  need not be given of any such  adjourned  meeting  if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting,  the  Corporation may transact any business which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty  days,  or if after the  adjournment  a new record  date is fixed for the
adjourned  meeting,  notice  of the  adjourned  meeting  shall  be given to each
stockholder of record entitled to vote at the meeting.

                  Section 6.  Quorum.  Unless  otherwise  required by law or the
Certificate  of  Incorporation,  the holders of a majority of the capital  stock
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders for the transaction of business. A quorum, once established,  shall
not be broken by the withdrawal of enough votes to leave less than a quorum. If,
however,  such quorum shall not be present or  represented at any meeting of the
stockholders,  the stockholders  entitled to vote thereat,  present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
in the  manner  provided  in  Section  5,  until a quorum  shall be  present  or
represented.

                  Section 7.  Voting.  Unless  otherwise  required  by law,  the
Certificate of Incorporation  or these By-laws,  any question brought before any
meeting of stockholders,  other than the election of directors, shall be decided
by the vote of the  holders  of a majority  of the total  number of votes of the
capital  stock  represented  and  entitled to vote  thereat,  voting as a single
class.  Unless  otherwise  provided in the  Certificate  of  Incorporation,  and
subject to  Section 5 of Article V hereof,  each  stockholder  represented  at a
meeting of stockholders shall be entitled to cast one vote for each share of the
capital stock entitled to vote thereat held by such stockholder.  Such votes may
be cast in  person  or by proxy  but no proxy  shall be voted on or after  three
years from its date,  unless such proxy provides for a longer period.  The Board
of Directors, in its discretion,  or the officer of the Corporation presiding at
a meeting of stockholders,  in such officer's  discretion,  may require that any
votes cast at such meeting shall be cast by written ballot.

                  Section 8. Nature of Business at Meetings of Stockholders.  No
business may be  transacted  at an annual  meeting of  stockholders,  other than
business  that  is  either  (a)  specified  in the  notice  of  meeting  (or any
supplement  thereto)  given by or at the direction of the Board of Directors (or
any duly authorized  committee  thereof),  (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any duly
authorized  committee  thereof) or (c)  otherwise  properly  brought  before the
annual  meeting by any  stockholder  of the Company (i) who is a stockholder  of
record on the date of the giving of the notice  provided  for in this  Section 8
and on the record date for the determination of stockholders entitled to vote at
such annual  meeting and (ii) who complies with the notice  procedures set forth
in this Section 8.

                  In addition to any other applicable requirements, for business
to  be  properly  brought  before  an  annual  meeting  by a  stockholder,  such
stockholder  must have given timely notice thereof in proper written form to the
Secretary of the Company.

                  To be timely, a stockholder's  notice to the Secretary must be
delivered to or mailed and received at the  principal  executive  offices of the
Company  not less than sixty (60) days nor more than  ninety  (90) days prior to
the   anniversary   date  of  the  immediately   preceding   annual  meeting  of
stockholders;  provided,  however,  that in the event that the annual meeting is
called  for a date that is not  within  thirty  (30) days  before or after  such
anniversary  date,  notice by the  stockholder  in order to be timely must be so
received not later than the close of business on the tenth (10th) day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public  disclosure  of the date of the annual  meeting was made,  whichever
first occurs.

                  To be in proper  written form, a  stockholder's  notice to the
Secretary  must set forth as to each matter such  stockholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the annual  meeting,  (ii) the name and record  address of such  stockholder,
(iii) the class or series and number of shares of capital  stock of the  Company
which  are  owned  beneficially  or  of  record  by  such  stockholder,  (iv)  a
description of all arrangements or  understandings  between such stockholder and
any other  person or persons  (including  their  names) in  connection  with the
proposal of such business by such stockholder and any material  interest of such
stockholder  in such  business and (v) a  representation  that such  stockholder
intends  to appear in person or by proxy at the  annual  meeting  to bring  such
business before the meeting.

                  No  business  shall be  conducted  at the  annual  meeting  of
stockholders  except  business  brought  before the annual meeting in accordance
with the procedures set forth in this Section 8; provided,  however,  that, once
business has been properly  brought before the annual meeting in accordance with
such  procedures,  nothing  in  this  Section  8 shall  be  deemed  to  preclude
discussion by any stockholder of any such business. If the Chairman of an annual
meeting  determines  that  business was not properly  brought  before the annual
meeting in accordance with the foregoing procedures,  the Chairman shall declare
to the meeting that the business was not properly brought before the meeting and
such business shall not be transacted.

                  Section 9.  Nomination  of  Directors.  Only  persons  who are
nominated in  accordance  with the  following  procedures  shall be eligible for
election as directors of the Company, except as may be otherwise provided in the
Certificate of  Incorporation  with respect to the right of holders of preferred
stock of the  Corporation to nominate and elect a specified  number of directors
in certain  circumstances.  Nominations  of persons for election to the Board of
Directors may be made at any annual meeting of  stockholders,  or at any special
meeting of stockholders called for the purpose of electing directors,  (a) by or
at the  direction of the Board of Directors  (or any duly  authorized  committee
thereof) or (b) by any  stockholder  of the Company (i) who is a stockholder  of
record on the date of the giving of the notice  provided  for in this  Section 9
and on the record date for the determination of stockholders entitled to vote at
such meeting and (ii) who complies with the notice  procedures set forth in this
Section 9.

                  In  addition  to  any  other  applicable  requirements,  for a
nomination to be made by a stockholder,  such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Company.

                  To be timely, a stockholder's  notice to the Secretary must be
delivered to or mailed and received at the  principal  executive  offices of the
Company (a) in the case of an annual meeting,  not less than sixty (60) days nor
more than  ninety  (90) days prior to the  anniversary  date of the  immediately
preceding annual meeting of stockholders;  provided,  however, that in the event
that the annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary  date, notice by the stockholder in order to be
timely  must be so  received  not later than the close of  business on the tenth
(10th)  day  following  the day on which  such  notice of the date of the annual
meeting was mailed or such public  disclosure of the date of the annual  meeting
was made,  whichever  first occurs;  and (b) in the case of a special meeting of
stockholders  called for the purpose of electing  directors,  not later than the
close of business on the tenth (10th) day  following  the day on which notice of
the date of the special  meeting was mailed or public  disclosure of the date of
the special meeting was made, whichever first occurs.

                  To be in proper  written form, a  stockholder's  notice to the
Secretary must set forth (a) as to each person whom the stockholder  proposes to
nominate  for  election as a director (i) the name,  age,  business  address and
residence address of the person, (ii) the principal  occupation or employment of
the person,  (iii) the class or series and number of shares of capital  stock of
the Company which are owned beneficially or of record by the person and (iv) any
other information  relating to the person that would be required to be disclosed
in a proxy  statement or other filings  required to be made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record  address of such  stockholder,  (ii) the class or
series  and  number of shares of capital  stock of the  Company  which are owned
beneficially  or of  record  by such  stockholder,  (iii) a  description  of all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which  the  nomination(s)   are  to  be  made  by  such   stockholder,   (iv)  a
representation  that such stockholder intends to appear in person or by proxy at
the  meeting  to  nominate  the  persons  named in its  notice and (v) any other
information  relating to such stockholder that would be required to be disclosed
in a proxy  statement or other filings  required to be made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated  thereunder.  Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

                  No person  shall be eligible for election as a director of the
Company  unless  nominated in accordance  with the  procedures set forth in this
Section 9. If the Chairman of the meeting  determines  that a nomination was not
made in accordance with the foregoing procedures,  the Chairman shall declare to
the meeting that the  nomination  was  defective and such  defective  nomination
shall be disregarded.

                  Section 10. Action by Unanimous  Written  Consent.  Any action
required or permitted to be taken by the  stockholders  of the  Corporation at a
duly called annual or special  meeting of stockholders of the Corporation may be
taken by unanimous written consent.

                  Section 11. List of Stockholders Entitled to Vote. The officer
of the Corporation  who has charge of the stock ledger of the Corporation  shall
prepare and make,  at least ten days before  every  meeting of  stockholders,  a
complete list of the stockholders  entitled to vote at the meeting,  arranged in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting,  or, if not so specified,
at the place  where the  meeting is to be held.  The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder of the Corporation who is present.

                  Section 12. Stock Ledger.  The stock ledger of the Corporation
shall be the only  evidence as to who are the  stockholders  entitled to examine
the stock  ledger,  the list  required  by Section 12 of this  Article II or the
books of the  Corporation,  or to vote in person or by proxy at any  meeting  of
stockholders.

                  Section 13. Conduct of Meetings. The Board of Directors of the
Corporation  may adopt by resolution  such rules and regulations for the conduct
of the meeting of the stockholders as it shall deem  appropriate.  Except to the
extent  inconsistent  with such rules and regulations as adopted by the Board of
Directors,  the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules,  regulations and procedures and to do all
such acts as, in the judgment of such chairman,  are  appropriate for the proper
conduct of the meeting. Such rules,  regulations or procedures,  whether adopted
by the Board of Directors  or  prescribed  by the  chairman of the meeting,  may
include,  without limitation,  the following: (i) the establishment of an agenda
or order of business for the meeting;  (ii) the  determination of when the polls
shall open and close for any given matter to be voted on at the  meeting;  (iii)
rules and  procedures  for  maintaining  order at the  meeting and the safety of
those present; (iv) limitations on attendance at or participation in the meeting
to  stockholders  of  record  of the  corporation,  their  duly  authorized  and
constituted  proxies or such other  persons as the chairman of the meeting shall
determine; (v) restrictions on entry to the meeting after the time fixed for the
commencement  thereof; and (vi) limitations on the time allotted to questions or
comments by participants.

                                   ARTICLE III
                                    DIRECTORS

                  Section 1. Number, Term and Election of Directors.  During all
periods in which the  Corporation  seeks to be  qualified  to be taxed as a real
estate  investment  trust ("REIT")  under the Internal  Revenue Code of 1986 (as
amended), the Board of Directors shall include Independent Directors (as defined
below). The number of Independent  Directors shall not be: (i) less than four if
the number of Directors  is eight or greater;  (ii) less than three if number of
Directors is six or seven; and (iii) less than two if the number of Directors is
less than six.

                  For purposes of these By-Laws,  "Independent  Director"  shall
mean  a  director  of  the  Corporation  who  is  not  affiliated,  directly  or
indirectly,  with the person or entity  responsible  for directing or performing
the day-to-day business affairs of the corporation (the "Advisor"),  including a
person  or entity to which the  Advisor  subcontracts  substantially  all of the
functions  of the  Advisor,  whether by  ownership  of,  ownership  interest in,
employment by, any material  business or professional  relationship  with, or by
serving as an officer or  director  of, the  Advisor or an  affiliated  business
entity of the Advisor.  Independent  Directors shall also mean those who perform
no other  services  for the  Corporation,  except as  director(s).  An  indirect
relationship  shall  include  circumstances  in which a member of the  immediate
family of a director (such person's spouse, parents, children, siblings, mothers
and fathers-in-law, sons and daughters-in-law,  brothers and sisters-in-law) has
one of the  foregoing  relationships  with the Advisor or the  Corporation.  For
purposes  of  these  By-Laws,  "Sponsor"  shall  mean  any  person  directly  or
indirectly instrumental in organizing,  wholly or in part, the Corporation,  the
Advisor or any person who will manage or  participate  in the  management of the
Corporation, and any affiliate of any such person, but does not include a person
whose  only  relationship  with  the  Corporation  is as that of an  independent
property manager,  whose only  compensation is as such.  "Sponsor" also does not
include  wholly  independent  third parties such as attorneys,  accountants  and
underwriters   whose   only   compensation   is   for   professional   services.
Notwithstanding  the  foregoing,  if a  majority  of  the  existing  Independent
Directors of the Company deem a director to be independent, such person shall be
an Independent Director.

                  The board of directors  shall be divided  into three  classes,
each  class to consist  of not less than one nor more than five  directors.  All
classes shall be as nearly equal in number as possible.

                  The  number  of  directors  shall be five (5) or as  otherwise
fixed by the board of  directors  from time to time,  but in no event  shall the
number be less than one. If at any time the number of  directors is increased by
the board of directors and the board of directors elects additional directors to
fill the  vacancies  resulting  from the  increase,  the board shall specify the
class  into  which  such  directors  are being  elected.  Directors  need not be
stockholders in the corporation.

                  Section 2. Vacancies.  Unless otherwise required by law or the
Certificate  of  Incorporation,  vacancies  arising  for any cause other than by
reason of an  increase  in the  number  of  directors  may be  filled  only by a
majority of the directors then in office,  though less than a quorum;  provided,
however, that if, in the circumstances  described in Section 1 a majority of the
board of directors shall be Independent  Directors,  then Independent  Directors
shall nominate replacements for vacancies among the Independent  Directors.  Any
vacancy  occurring  by reason of an increase in the number of  directors  may be
filled by action of a majority of the entire board of directors  then in office.
If the stockholders of any class or series are entitled  separately to elect one
or more directors,  a majority of the remaining  directors elected by that class
or series may fill any  vacancy  among the number of  directors  elected by that
class or series. The directors so chosen shall hold office until the next annual
election and until their  successors  are duly elected and  qualified,  or until
their earlier death, resignation or removal.

                  Section 3. Duties and Powers.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may  exercise  all such powers of the  Corporation  and do all such lawful
acts and things as are not by statute or by the Certificate of  Incorporation or
by these By-Laws required to be exercised or done by the stockholders.

                  The board of directors shall be responsible  for  establishing
the  investment  policies of the  corporation  and shall have a  fiduciary  duty
towards the  stockholders  of the  corporation  with respect  thereto,  and such
investment  policies shall be reviewed,  ratified or amended,  from time to time
but at least annually,  by action by the majority of the directors,  including a
majority of the Independent  Directors.  In addition,  action by the majority of
the directors, including a majority of the Independent Directors, is required to
establish  or approve  modifications  to the  policies of the  corporation  with
respect to: the content,  frequency and  stockholder  review of annual  reports;
changes to the contract with the corporation's  Advisor; and compensation of the
Advisor; the maximum operating expenses of the corporation, the maximum expenses
to be borne by the  corporation  in  connection  with a public  offering  of the
common stock of the  corporation;  the commissions and fees the corporation will
pay in  acquiring  investment  properties;  the  appraisal of  properties  to be
purchased  by the  corporation;  and the  establishment  of an  amendment to any
dividend reinvestment plans.

                  Section 4. Meetings. The Board of Directors may hold meetings,
both regular and special,  either  within or without the State of Delaware.  The
first meeting of each newly elected board of directors  shall be held as soon as
practicable  after the annual meeting of the stockholders at which the directors
were  elected.  The  meeting  may be held at such  time  and  place  as shall be
specified in a notice given as hereinafter  provided for special meetings of the
board of directors,  or as shall be specified in a written  waiver sighed by all
of the  directors  as provided in Article  III,  except that no notice  shall be
necessary if such meeting is held immediately after the adjournment,  and at the
site, of the annual meeting of  stockholders.  Regular  meetings of the Board of
Directors may be held without  notice at such time and at such place as may from
time to time be determined by the Board of  Directors.  Special  meetings of the
Board  of  Directors  may be  called  by the  Chairman,  if  there  be one,  the
President,  a majority of the members of the  elective  committee  or by any two
directors.  Notice thereof stating the place, date and hour of the meeting shall
be given to each director  either by mail not less than  forty-eight  (48) hours
before the date of the meeting,  by telephone  or telegram on  twenty-four  (24)
hours' notice,  or on such shorter notice as the person or persons  calling such
meeting may deem necessary or appropriate in the circumstances.

                  Section 5. Quorum.  Except as otherwise required by law or the
Certificate  of  Incorporation,  at all  meetings of the Board of  Directors,  a
majority of the entire  Board of  Directors  shall  constitute  a quorum for the
transaction  of business and the act of a majority of the  directors  present at
any  meeting  at  which  there  is a  quorum  shall  be the act of the  Board of
Directors.  If a quorum  shall not be  present  at any  meeting  of the Board of
Directors,  the directors  present  thereat may adjourn the meeting from time to
time,  without  notice  other than  announcement  at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section  6.  Actions  by  Written  Consent.  Unless  otherwise
provided in the  Certificate  of  Incorporation,  or these  By-Laws,  any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting,  if all the members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings  are filed with the  minutes of  proceedings  of the
Board of Directors or committee.

                  Section 7. Meetings by Means of Conference  Telephone.  Unless
otherwise provided in the Certificate of Incorporation,  members of the Board of
Directors of the  Corporation,  or any committee  thereof,  may participate in a
meeting of the Board of  Directors  or such  committee  by means of a conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 7 shall constitute presence in person at such meeting.

                  Section 8. Committees. The board of directors may appoint from
among  its  members  an  executive  committee,  an  audit  committee  and  other
committees  composed of two or more  directors,  provided that a majority of the
members shall be Independent  Directors.  The board of directors may delegate to
any committees  any of the powers of the board of directors  except the power to
declare  dividends or distributions on stock,  recommend to the stockholders any
action which  requires  stockholders  approval,  amend the by-laws,  approve any
merger or share  exchange which does not require  stockholder  approval or issue
stock.  However,  if the board of directors has given general  authorization for
the issuance of stock,  a committee of the board,  in accordance  with a general
formula  or method  specified  by the board of  directors  by  resolution  or by
adoption  of a stock  option  plan,  may fix  the  terms  of  stock  subject  to
classification  or  reclassification  and the  terms on which  any  stock may be
issued.

                  Notice of committee meetings shall be given in the same manner
as notice for special meetings of the board of directors.

                  One-third of the members of any committee  shall be present in
person at any meeting of such  committee in order to constitute a quorum for the
transaction of business at such meeting, and the act of a majority present shall
be the act of such committee. The board of directors may designate a chairman of
any  committee and such chairman or any two members of any committee may fix the
time and place of its meetings unless the board shall otherwise provide.  In the
absence or disqualification of any member of any committee,  the members thereof
present at any meeting and not  disqualified  from  voting,  whether or not they
constitute a quorum,  may  unanimously  appoint  another  director to act at the
meeting in the place of such absent or disqualified members; provided,  however,
that  in the  event  of  the  absence  or  disqualification  of and  Independent
Director, such appointee shall be an Independent Director.

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

                  The  board of  directors  shall  have the power at any time to
change the  membership of any  committee,  to fill all  vacancies,  to designate
alternate  members to replace any absent or disqualified  member, or to dissolve
any such committee.

                  Section  9.  Compensation.  The  directors  may be paid  their
expenses,  if any, of  attendance  at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director,  payable in cash or securities.  No such payment
shall  preclude any director from serving the  Corporation in any other capacity
and receiving compensation  therefor.  Members of special or standing committees
may be allowed like compensation for attending committee meetings.

                  Section 10. Interested  Directors.  No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason,  or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee  thereof which  authorizes
the contract or transaction, or solely because the director or officer's vote is
counted  for  such  purpose  if (i) the  material  facts as to the  director  or
officer's  relationship  or interest and as to the contract or  transaction  are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith  authorizes  the contract or transaction
by the  affirmative  votes of a majority of the  disinterested  directors,  even
though the  disinterested  directors be less than a quorum; or (ii) the material
facts as to the  director or  officer's  relationship  or interest and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by vote of the stockholders;  or (iii) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or ratified
by the Board of Directors,  a committee thereof or the  stockholders.  Common or
interested directors may be counted in determining the presence of a quorum at a
meeting  of the  Board of  Directors  or of a  committee  which  authorizes  the
contract or transaction.

                                   ARTICLE IV
                                    OFFICERS

                  Section 1. General.  The officers of the Corporation  shall be
chosen by the Board of  Directors  and shall be a President,  a Secretary  and a
Treasurer. The Board of Directors, in its discretion, also may choose a Chairman
of the  Board  of  Directors  (who  must be a  director)  and  one or more  Vice
Presidents,  Assistant Secretaries,  Assistant Treasurers and other officers and
agents as it shall deem necessary. Any number of offices may be held by the same
person,  unless otherwise prohibited by law or the Certificate of Incorporation.
The officers of the Corporation need not be stockholders of the Corporation nor,
except in the case of the Chairman of the Board of Directors, need such officers
be directors of the Corporation.

                  Section  2.  Election.  The Board of  Directors,  at its first
meeting  held after each Annual  Meeting of  Stockholders  (or action by written
consent of  stockholders in lieu of the Annual Meeting of  Stockholders),  shall
elect the  officers  of the  Corporation  who shall serve for one year and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors;  and all officers of the Corporation  shall hold
office until their  successors are chosen and qualified,  or until their earlier
death, resignation or removal. Any officer elected by the Board of Directors may
be removed at any time by the  affirmative  vote of the Board of Directors.  Any
vacancy  occurring in any office of the Corporation shall be filled by the Board
of Directors.  The salaries of all officers of the Corporation shall be fixed by
the Board of Directors.

                  Section 3. Voting Securities Owned by the Corporation.  Powers
of  attorney,  proxies,  waivers  of  notice  of  meeting,  consents  and  other
instruments  relating to securities  owned by the Corporation may be executed in
the  name of and on  behalf  of the  Corporation  by the  President  or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation,  take all
such action as any such officer may deem advisable to vote in person or by proxy
at any meeting of security  holders of any  corporation in which the Corporation
may own  securities  and at any such meeting  shall possess and may exercise any
and all rights and power incident to the ownership of such securities and which,
as the owner  thereof,  the  Corporation  might have  exercised and possessed if
present.  The Board of Directors  may, by  resolution,  from time to time confer
like powers upon any other person or persons.

                  Section 4. Chairman of the Board of Directors. The Chairman of
the Board of  Directors,  if there be one,  shall preside at all meetings of the
stockholders  and of the  Board  of  Directors.  The  Chairman  of the  Board of
Directors shall be the Chief Executive  Officer of the  Corporation,  unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required,  the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts,  certificates and other  instruments of the Corporation  which may be
authorized  by the Board of  Directors.  During the absence or disability of the
President,  the Chairman of the Board of Directors shall exercise all the powers
and  discharge  all the duties of the  President.  The  Chairman of the Board of
Directors  shall also  perform  such other  duties and may  exercise  such other
powers as may from time to time be assigned by these  By-Laws or by the Board of
Directors.

                  Section 5.  President.  The  President  shall,  subject to the
control of the Board of  Directors  and,  if there be one,  the  Chairman of the
Board of Directors,  have general supervision of the business of the Corporation
and shall see that all  orders and  resolutions  of the Board of  Directors  are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of the
Corporation,  except where  required or permitted by law to be otherwise  signed
and executed and except that the other officers of the  Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the  President.  In the absence or  disability  of the  Chairman of the Board of
Directors,  or if there be none, the President  shall preside at all meetings of
the  stockholders  and the Board of  Directors.  If there be no  Chairman of the
Board of Directors, or if the Board of Directors shall otherwise designate,  the
President shall be the Chief Executive Officer of the Corporation. The President
shall also perform  such other duties and may exercise  such other powers as may
from time to time be assigned to such  officer by these  By-Laws or by the Board
of Directors.

                  The  president  may be designated by the board of directors as
the chief operating  officer of the corporation.  In the absence of the chairman
of the board,  or in the event of the  inability of the chairman of the board to
act, the  president  shall have  authority to exercise the power and perform the
duties of the chairman of the board.  He or she shall have such  further  powers
and duties as may be conferred on him or her by the board of directors.

                  Section 6. Vice Presidents. At the request of the President or
in the  President's  absence  or in the event of the  President's  inability  or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President,  or the  Vice  Presidents  if there  is more  than one (in the  order
designated  by  the  Board  of  Directors),  shall  perform  the  duties  of the
President,  and when so  acting,  shall have all the powers of and be subject to
all the restrictions upon the President.  Each Vice President shall perform such
other duties and have such other  powers as the Board of Directors  from time to
time may  prescribe.  If there be no Chairman of the Board of  Directors  and no
Vice  President,  the Board of  Directors  shall  designate  the  officer of the
Corporation  who,  in the  absence  of the  President  or in  the  event  of the
inability or refusal of the  President to act,  shall  perform the duties of the
President,  and when so  acting,  shall have all the powers of and be subject to
all the restrictions upon the President.

                  Section 7. Secretary.  The Secretary shall attend all meetings
of the Board of Directors  and all meetings of  stockholders  and record all the
proceedings  thereat  in a book  or  books  to be kept  for  that  purpose;  the
Secretary  shall  also  perform  like  duties  for  committees  of the  Board of
Directors when required.  The Secretary shall give, or cause to be given, notice
of all  meetings  of the  stockholders  and  special  meetings  of the  Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of  Directors,  the Chairman of the Board of Directors or the  President,  under
whose  supervision  the Secretary  shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special  meetings  of the  Board of  Directors,  and if  there  be no  Assistant
Secretary,  then  either  the Board of  Directors  or the  President  may choose
another  officer  to cause such  notice to be given.  The  Secretary  shall have
custody  of the  seal of the  Corporation  and the  Secretary  or any  Assistant
Secretary,  if there  be one,  shall  have  authority  to affix  the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary.  The Board
of Directors  may give general  authority to any other officer to affix the seal
of the  Corporation  and to attest to the affixing by such officer's  signature.
The Secretary shall see that all books,  reports,  statements,  certificates and
other  documents  and records  required by law to be kept or filed are  properly
kept or filed, as the case may be.

                  Section 8. Treasurer.  The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate  accounts of
receipts  and  disbursements  in books  belonging to the  Corporation  and shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  The Treasurer  shall disburse the funds of the Corporation as may be
ordered  by  the  Board  of   Directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the President and the Board of Directors, at
its regular meetings,  or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors,  the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as shall be  satisfactory to
the Board of Directors for the faithful  performance of the duties of the office
of the  Treasurer and for the  restoration  to the  Corporation,  in case of the
Treasurer's death, resignation, retirement or removal from office, of all books,
papers,  vouchers,  money and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.

                  Section 9. Assistant Secretaries.  Assistant  Secretaries,  if
there be any,  shall  perform  such  duties and have such powers as from time to
time may be assigned to them by the Board of Directors,  the President, any Vice
President,  if  there  be  one,  or the  Secretary,  and in the  absence  of the
Secretary or in the event of the Secretary's disability or refusal to act, shall
perform  the duties of the  Secretary,  and when so  acting,  shall have all the
powers of and be subject to all the restrictions upon the Secretary.

                  Section 10. Assistant  Treasurers.  Assistant  Treasurers,  if
there be any,  shall  perform  such  duties and have such powers as from time to
time may be assigned to them by the Board of Directors,  the President, any Vice
President,  if  there  be  one,  or the  Treasurer,  and in the  absence  of the
Treasurer or in the event of the Treasurer's disability or refusal to act, shall
perform  the duties of the  Treasurer,  and when so  acting,  shall have all the
powers of and be subject to all the restrictions upon the Treasurer. If required
by the Board of Directors,  an Assistant  Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties  as shall be  satisfactory  to
the Board of Directors for the faithful  performance of the duties of the office
of Assistant  Treasurer and for the restoration to the  Corporation,  in case of
the Assistant Treasurer's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in the
Assistant  Treasurer's  possession  or under the Assistant  Treasurer's  control
belonging to the Corporation.

                  Section 11. Other  Officers.  Such other officers as the Board
of Directors  may choose shall  perform such duties and have such powers as from
time to time may be  assigned  to them by the Board of  Directors.  The Board of
Directors  may  delegate to any other  officer of the  Corporation  the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V
                                      STOCK

                  Section 1. Form of Certificates.  Every holder of stock in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation  (i) by the Chairman of the Board of  Directors,  the President or a
Vice  President  and (ii) by the  Treasurer  or an Assistant  Treasurer,  or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such  stockholder in the  Corporation.  If the  corporation  has
authority  to issue stock of more than one class,  the stock  certificate  shall
contain on its face or back a full statement or summary of the  designations and
any  preferences,  conversion  and other rights,  voting  powers,  restrictions,
limitations  as to  dividends,  qualifications,  and  terms  and  conditions  of
redemption  of the stock of each class which the  corporation  is  authorized to
issue and if the  corporation  is  authorized  to issue any preferred or special
class in series, the differences in the relative rights and preferences  between
the share of each series to the extent they have been set, and the  authority of
the board of directors to set the relative  rights and preferences of subsequent
series.  In lieu of such full statement or summary,  there may be set forth upon
the  face or back of the  certificate  a  statement  that the  corporation  will
furnish to any stockholder  upon request and without charge, a full statement of
such  information.  A summary of such  information  included  in a  registration
statement  permitted to become  effective  under the federal  Securities  Act of
1933,  as now or  hereafter  amended,  shall be an  acceptable  summary  for the
purposes of this section.  Every stock certificate  representing shares of stock
which are restricted as to  transferability  by the corporation  shall contain a
full  statement of the  restriction or state that the  corporation  will furnish
information  about the  restriction  to the  stockholder  on request and without
charge. A stock  certificate may not be issued until the stock represented by it
is fully  paid,  except in the case of stock  purchased  under an option plan as
permitted by law.

                  Section  2.  Signatures.  Any or all  of the  signatures  on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if such person were such officer,  transfer agent or registrar at the date of
issue.
                  Section  3.  Lost  Certificates.  The Board of  Directors  may
direct a new  certificate to be issued in place of any  certificate  theretofore
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 the Board of Directors  shall require  and/or to give the
Corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed or the issuance of such new certificate.

                  Section  4.  Transfers.  Stock  of the  Corporation  shall  be
transferable  in the manner  prescribed  by the  Certificate  of  Incorporation,
applicable law and these By-Laws.  Transfers of stock shall be made on the books
of the  Corporation  only by the  person  named  in the  certificate  or by such
person's attorney lawfully  constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new certificate shall be
issued.  No transfer of stock shall be valid as against the  Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

                  Section 5.  Record Date.

                  (a)  In  order  that  the   Corporation   may   determine  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  the board of directors may fix a record date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted by the Board of  Directors,  and which  record date shall
not be more than sixty nor less than ten days  before the date of such  meeting.
If no  record  date is fixed by the  Board of  Directors,  the  record  date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting; providing,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

                  (b)  In  order  that  the   Corporation   may   determine  the
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting,  the Board of Directors may fix a record date,  which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten days
after the date upon which the  resolution  fixing the record  date is adopted by
the  Board of  Directors.  If no  record  date has  been  fixed by the  Board of
Directors,  the record date for determining  stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of  Directors  is  required  by law,  shall be the first  date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the Corporation by delivery to its registered office in this State,
its  principal  place of  business,  or an officer  or agent of the  Corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. If no record date has
been fixed by the Board of Directors  and prior action by the Board of Directors
is required by law,  the record date for  determining  stockholders  entitled to
consent to corporate  action in writing  without a meeting shall be at the close
of business on the day on which the Board of  Directors  adopts the  resolutions
taking such prior action.

                  (c)  In  order  that  the   Corporation   may   determine  the
stockholders  entitled to receive payment of any dividend or other  distribution
or allotment of any rights or the  stockholders  entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful  action,  the Board of Directors  may fix a record date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted,  and which record date shall be not more than sixty days
prior  to such  action.  If no  record  date  is  fixed,  the  record  date  for
determining  stockholders for any such purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.
                  Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner,  and to hold liable
for  calls  and  assessments  a person  registered  on its books as the owner of
shares,  and shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  required by
law.
                  Section  7.  Transfer  Agents  and  Registrars.  The  board of
directors may in its discretion, appoint one or more banks or trust companies in
such city or cities as the board of directors may deem  advisable,  from time to
time, to act as transfer agents and/or  registrars of the shares of stock of the
corporation; and, upon such appointments being made, no certificate representing
shares shall be valid until  countersigned  by one of such  transfer  agents and
registered by one of such registrars.

                                   ARTICLE VI
                                     NOTICES

                  Section 1.  Notices.  Whenever  written  notice is required by
law, the  Certificate  of  Incorporation  or these  By-Laws,  to be given to any
director,  member of a  committee  or  stockholder,  such notice may be given by
mail, addressed to such director, member of a committee or stockholder,  at such
person's address as it appears on the records of the  Corporation,  with postage
thereon  prepaid,  and such notice  shall be deemed to be given at the time when
the same shall be deposited in the United States mail.  Written  notice may also
be given personally or by telegram, telex or cable.
                  Section 2. Waivers of Notice.  Whenever any notice is required
by law, the Certificate of  Incorporation  or these By-Laws,  to be given to any
director,  member of a committee or  stockholder,  a waiver  thereof in writing,
signed,  by the person or persons  entitled to said  notice,  whether  before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person  at a  meeting,  present  in  person or  represented  by  proxy,  shall
constitute a waiver of notice of such meeting,  except where the person  attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE VII
                               GENERAL PROVISIONS

                  Section 1. Dividends.  Dividends upon the capital stock of the
Corporation,  subject to the  requirements of the DGCL and the provisions of the
Certificate of Incorporation,  if any, may be declared by the Board of Directors
at any regular or special  meeting of the Board of  Directors  (or any action by
written  consent in lieu  thereof in  accordance  with  Section 6 of Article III
hereof), and may be paid in cash, in property, or in shares of the Corporation's
capital stock. Before payment of any dividend, there may be set aside out of any
funds of the  Corporation  available for dividends such sum or sums as the Board
of Directors  from time to time, in its absolute  discretion,  deems proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

                  Section 2. Disbursements.  All checks or demands for money and
notes of the  Corporation  shall be signed by such  officer or  officers or such
other  person  or  persons  as the  Board of  Directors  may  from  time to time
designate.

                  Section 3.  Fiscal Year.  The fiscal  year of the  Corporation
shall be fixed byresolution of the Board of Directors.

                  Section  4.  Corporate  Seal.  The  corporate  seal shall have
inscribed thereon the name of the Corporation,  the year of its organization and
the words  "Corporate Seal,  Delaware".  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                  Section  5.   Restricted   and  Prohibited   Activities.   The
corporation  shall not:  invest in unimproved real property (that is, acquire an
equity interest in property for purposes other than producing income,  which has
no development or  construction  in progress  thereon nor is any  development or
construction  planned to commence  thereof within the year);  invest in mortgage
loans (but not including  mortgage related  securities)  without an appraisal of
the underlying property; invest in real estate contracts of sale unless the same
are in recordable form;  invest in or make a mortgage loan on property in excess
of 100% of its appraised value (unless other mortgage loan underwriting criteria
would justify such investment); invest in or make a mortgage loan subordinate to
a mortgage or equity interest in the property held by the Advisor,  the sponsor,
a director or an affiliate  of any of the  foregoing;  issue  equity  securities
redeemable  at the option of the holder  thereof;  issue  options or warrants to
insiders if such  options or warrants  are not to be sold to the public or cover
in excess of 9.8% of the outstanding shares of the corporation; issue options or
warrants to any persons  with an exercise  price less than the fair market value
of the shares  covered at the date of  issuance;  or issue its common stock on a
deferred payment basis.

                  Section 6. Maximum Expenses.  The Independent  Directors shall
evaluate the total fees and expenses of the corporation from time to time but at
least  annually and determine that the same are fair and reasonable in the light
of the  investment  experience  of the  corporation,  the net assets and the net
income of the corporation, and that the fees and expenses paid are comparable to
those of the real  estate  industry  in general.  The  directors  shall use as a
guideline  the  maximum  fees  and  expenses  set  forth in the  North  American
Securities Administrators Association,  Inc., Statement of Policy Regarding Real
Estate Investment Trusts, as the same shall be in effect from time to time.

                  Section 7. Advisory  Contract and  Compensation.  The board of
directors   may  delegate  the  duty  of   management  of  the  assets  and  the
administration of its day-to-day  operations to an Advisor pursuant to a written
contract or contracts  which have obtained the approval,  including the approval
of  renewals  thereof,  of the board of  directors,  including a majority of the
Independent Directors.

                  The  majority  of the  directors,  including a majority of the
Independent  Directors,  shall  review and ratify,  amend or repeal the advisory
contract in effect between the  corporation  and its Advisor at least  annually.
The directors shall review the performance of the Advisor before  reviewing such
contract. No advisory contract shall have a term in excess of one year, and such
contract shall be terminable by a majority of the  Independent  Directors or the
Advisor,  without  cause,  upon  sixty  days  written  notice.  The  Independent
Directors  shall  review the  compensation  of the Advisor at least  annually to
determine  that such  compensation  is  reasonable in relation to the nature and
quality  of the  services  provided.  Such  compensation  shall  conform  to the
limitations   set  forth  in  the  North  American   Securities   Administrators
Association,  Inc., Statement of Policy Regarding Real Estate Investment Trusts,
as the same  shall be in  effect  from time to time.  The  relevant  factors  in
evaluating  such  compensation  shall be those  set forth in such  Statement  of
Policy.
                  Statement  8.  Checks.  All checks,  drafts and orders for the
payment of money, notes and other evidences of indebtedness,  issued in the name
of the corporation  shall be signed by the president or the treasurer or by such
officer or officers as the board of directors may from time to time designate.

                                  ARTICLE VIII
                                 INDEMNIFICATION

                  Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation.  Subject to Section 3 of
this Article VIII, the  Corporation  shall  indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact  that such  person is or was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the request of the  Corporation  as a director or officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with such action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action  or  proceeding,  had  reasonable  cause to  believe  that such
person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the  Corporation.  Subject  to  Section 3 of this  Article
VIII,  the  Corporation  shall  indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact  that such  person is or was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation;  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

                  Section   3.    Authorization    of    Indemnification.    Any
indemnification  under this Article  VIII  (unless  ordered by a court) shall be
made  by the  Corporation  only  as  authorized  in  the  specific  case  upon a
determination  that  indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article  VIII,  as the case may be. Such
determination  shall be made,  with  respect to a person  who is a  director  or
officer  at the  time  of  such  determination,  (i) by a  majority  vote of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum,  or (ii) by a committee of such  directors  designated  by a
majority  vote of such  directors,  even though less than a quorum,  or (iii) if
there are no such  directors,  or if such  directors so direct,  by  independent
legal  counsel  in  a  written  opinion  or  (iv)  by  the  stockholders.   Such
determination  shall be made, with respect to former directors and officers,  by
any person or persons having the authority to act on the matter on behalf of the
Corporation.  To the  extent,  however,  that a present  or former  director  or
officer of the  Corporation  has been  successful  on the merits or otherwise in
defense of any action, suit or proceeding  described above, or in defense of any
claim,  issue or  matter  therein,  such  person  shall be  indemnified  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in connection  therewith,  without the necessity of  authorization in the
specific case.

                  Section  4.  Good  Faith   Defined.   For   purposes   of  any
determination  under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person  reasonably  believed to be
in or not opposed to the best interests of the Corporation,  or, with respect to
any criminal  action or proceeding,  to have had no reasonable  cause to believe
such  person's  conduct was unlawful,  if such  person's  action is based on the
records or books of  account of the  Corporation  or another  enterprise,  or on
information  supplied  to such  person by the  officers  of the  Corporation  or
another  enterprise  in the  course of their  duties,  or on the advice of legal
counsel for the  Corporation or another  enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified  public  accountant  or by an appraiser or other expert  selected with
reasonable  care by the  Corporation  or another  enterprise.  The term "another
enterprise"  as used in this Section 4 shall mean any other  corporation  or any
partnership,  joint venture, trust, employee benefit plan or other enterprise of
which such  person is or was  serving at the  request  of the  Corporation  as a
director, officer, employee or agent. The provisions of this Section 4 shall not
be deemed to be  exclusive or to limit in any way the  circumstances  in which a
person may be deemed to have met the applicable standard of conduct set forth in
Section 1 or 2 of this Article VIII, as the case may be.

                  Section 5.  Indemnification  by a Court.  Notwithstanding  any
contrary  determination  in the  specific  case under  Section 3 of this Article
VIII,  and  notwithstanding  the absence of any  determination  thereunder,  any
director  or officer may apply to the Court of Chancery in the State of Delaware
for  indemnification to the extent otherwise  permissible under Sections 1 and 2
of this Article VIII.  The basis of such  indemnification  by a court shall be a
determination by such court that  indemnification  of the director or officer is
proper in the circumstances because such person has met the applicable standards
of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.
Neither a contrary  determination  in the specific  case under Section 3 of this
Article VIII nor the absence of any determination  thereunder shall be a defense
to such application or create a presumption that the director or officer seeking
indemnification  has not met any applicable  standard of conduct.  Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation  promptly upon the filing of such  application.  If  successful,  in
whole or in part, the director or officer seeking  indemnification shall also be
entitled to be paid the expense of prosecuting such application.

                  Section 6. Expenses Payable in Advance. Expenses incurred by a
director  or  officer  in  defending  any  civil,  criminal,  administrative  or
investigative  action,  suit or proceeding  shall be paid by the  Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount if it shall  ultimately be determined that such person is not entitled to
be indemnified by the Corporation as authorized in this Article VIII.

                  Section 7.  Nonexclusivity of Indemnification  and Advancement
of Expenses.  The  indemnification  and  advancement of expenses  provided by or
granted pursuant to this Article VIII shall not be deemed exclusive of any other
rights to which those seeking  indemnification or advancement of expenses may be
entitled under the Certificate of Incorporation,  any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office, it being the policy of the Corporation that  indemnification of the
persons  specified in Sections 1 and 2 of this Article VIII shall be made to the
fullest  extent  permitted by law. The provisions of this Article VIII shall not
be deemed to preclude the  indemnification of any person who is not specified in
Section 1 or 2 of this  Article VIII but whom the  Corporation  has the power or
obligation to indemnify  under the provisions of the General  Corporation Law of
the State of Delaware, or otherwise.

                  Section  8.  Insurance.   The  Corporation  may  purchase  and
maintain  insurance  on behalf of any person who is or was a director or officer
of the  Corporation,  or is or was a  director  or  officer  of the  Corporation
serving at the request of the  Corporation as a director,  officer,  employee or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other  enterprise  against any liability  asserted  against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power or
the  obligation  to  indemnify  such person  against  such  liability  under the
provisions of this Article VIII.

                  Section 9. Certain  Definitions.  For purposes of this Article
VIII,  references  to  "the  Corporation"  shall  include,  in  addition  to the
resulting corporation, any constituent corporation (including any constituent of
a  constituent)  absorbed in a  consolidation  or merger which,  if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such  constituent  corporation,  or is or was a  director  or  officer  of  such
constituent  corporation serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise,  shall stand in
the same position  under the provisions of this Article VIII with respect to the
resulting  or  surviving  corporation  as such person would have with respect to
such  constituent  corporation  if its separate  existence  had  continued.  For
purposes of this Article  VIII,  references  to "fines" shall include any excise
taxes  assessed  on a person  with  respect to an  employee  benefit  plan;  and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  Corporation  which
imposes  duties on, or  involves  services  by, such  director  or officer  with
respect to an employee  benefit plan, its participants or  beneficiaries;  and a
person who acted in good faith and in a manner such person  reasonably  believed
to be in the  interest  of the  participants  and  beneficiaries  of an employee
benefit  plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VIII.

                  Section 10.  Survival of  Indemnification  and  Advancement of
Expenses.  The  indemnification  and  advancement  of expenses  provided  by, or
granted  pursuant to, this Article VIII shall,  unless  otherwise  provided when
authorized or ratified,  continue as to a person who has ceased to be a director
or  officer  and  shall  inure  to the  benefit  of  the  heirs,  executors  and
administrators of such a person.

                  Section 11.  Limitation  on  Indemnification.  Notwithstanding
anything contained in this Article VIII to the contrary,  except for proceedings
to enforce  rights to  indemnification  (which  shall be  governed  by Section 5
hereof),  the  Corporation  shall not be obligated to indemnify  any director or
officer in  connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

                  Section 12.  Indemnification  of  Employees  and  Agents.  The
Corporation  may,  to the  extent  authorized  from time to time by the Board of
Directors,  provide rights to indemnification and to the advancement of expenses
to employees and agents of the  Corporation  similar to those  conferred in this
Article VIII to directors and officers of the Corporation.

                                   ARTICLE IX
                                   AMENDMENTS

                  Section 1. Amendments.  These By-Laws may be altered,  amended
or  repealed,  in  whole  or in  part,  or new  By-Laws  may be  adopted  by the
stockholders  or by the Board of Directors,  provided,  however,  that notice of
such  alteration,  amendment,  repeal or adoption of new By-Laws be contained in
the notice of such meeting of stockholders or Board of Directors as the case may
be. All such  amendments must be approved by either the holders of a majority of
the  outstanding  capital stock entitled to vote thereon or by a majority of the
entire Board of Directors then in office.

                  Section 2. Entire Board of Directors.  As used in this Article
IX and in these By-Laws  generally,  the term "entire Board of Directors"  means
the total number of directors which the Corporation  would have if there were no
vacancies.
                                      * * *




Adopted as of: _____________________
Last Amended as of: November 10, 2000