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                            DELPHI PROPERTIES, INC.



                                     BYLAWS





                                    ARTICLE I



                                     OFFICES





                  Section 1. PRINCIPAL OFFICE. The principal office of the

Corporation in the State of Maryland shall be located at such place as the Board

of Directors may designate.



                  Section 2. ADDITIONAL OFFICES. The Corporation may have

additional offices, including a principal executive office, at such places as

the Board of Directors may from time to time determine or the business of the

Corporation may require.





                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS





                  Section 1. PLACE. All meetings of stockholders shall be held

at the principal executive office of the Corporation or at such other place as

shall be set by the Board of Directors and stated in the notice of the meeting.



                  Section 2. ANNUAL MEETING. The annual meetings of stockholders

for the election of directors and the transaction of any business as may

properly be brought before the meeting shall be held on such date and at such

time as shall be designated from time to time by the Board of Directors during

the month of May in each year.



                  Section 3. SPECIAL MEETINGS.



                  The chairman of the board, president, chief executive officer

or Board of Directors may call special meetings of the stockholders. Special

meetings of stockholders shall also be called by the secretary of the

Corporation upon the written request of the holders of shares entitled to cast

not less than a majority of all the votes entitled to be cast at such meeting.

Such request shall state the purpose or purposes of such meeting and the matters

proposed to be acted on at such meeting. The secretary shall inform such

stockholders of the reasonably estimated cost of preparing and mailing notice of

the meeting and, upon payment to the Corporation by such stockholders of such

costs, the secretary shall give notice to each stockholder entitled to notice of

the meeting.



                  Section 4. NOTICE. Not less than ten 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 or printed

notice stating the time and place of the meeting and, in the case of a special

meeting or as otherwise may be required by any statute, the purpose or purposes

for which the meeting is called, either by mail, by presenting it to such

stockholder personally, by leaving it at



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the stockholder's residence or usual place of business or by any other means

permitted by Maryland law. If mailed, such notice shall be deemed to be given

when deposited in the United States mail addressed to the stockholder at the

stockholder's address as it appears on the records of the Corporation, with

postage thereon prepaid.



                  Any business of the Corporation may be transacted at an annual

meeting of stockholders without being specifically designated in the notice,

except such business as is required by any statute to be stated in such notice.

No business shall be transacted at a special meeting of stockholders except as

specifically designated in the notice.



                  Section 5. ORGANIZATION AND CONDUCT. Every meeting of

stockholders shall be conducted by an individual appointed by the Board of

Directors to be chairman of the meeting or, in the absence of such appointment,

by the chairman of the board or, in the case of a vacancy in the office or

absence of the chairman of the board, by one of the following officers present

at the meeting: the vice chairman of the board, if there be one, the president,

the vice presidents in their order of rank and seniority, or, in the absence of

such officers, a chairman chosen by the stockholders by the vote of a majority

of the votes cast by stockholders present in person or by proxy. The secretary,

or, in the secretary's absence, an assistant secretary, or in the absence of

both the secretary and assistant secretaries, a person appointed by the Board of

Directors or, in the absence of such appointment, a person appointed by the

chairman of the meeting shall, act as secretary. In the event that the secretary

presides at a meeting of the stockholders, an assistant secretary shall record

the minutes of the meeting. The order of business and all other matters of

procedure at any meeting of stockholders shall be determined by the chairman of

the meeting. The chairman of the meeting may prescribe such rules, regulations

and procedures and take such action as, in the discretion of such chairman, are

appropriate for the proper conduct of the meeting, including, without

limitation, (a) restricting admission to the time set for the commencement of

the meeting; (b) limiting attendance at the meeting to stockholders of record of

the Corporation, their duly authorized proxies or other such persons as the

chairman of the meeting may determine; (c) limiting participation at the meeting

on any matter to stockholders of record of the Corporation entitled to vote on

such matter, their duly authorized proxies or other such persons as the chairman

of the meeting may determine; (d) limiting the time allotted to questions or

comments by participants; (e) maintaining order and security at the meeting; (f)

removing any stockholder who refuses to comply with meeting procedures, rules or

guidelines as set forth by the chairman of the meeting; and (g) recessing or

adjourning the meeting to a later date and time and place announced at the

meeting. Unless otherwise determined by the chairman of the meeting, meetings of

stockholders shall not be required to be held in accordance with the rules of

parliamentary procedure.



                  Section 6. QUORUM. Except as otherwise provided by the charter

of the Corporation, 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 chairman of the

meeting or the stockholders entitled to vote at such meeting, present in person

or by proxy, shall have the 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. 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 notified.



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                  The stockholders present either in person or by proxy, at a

meeting which has been duly called and convened, may continue to transact

business until adjournment, notwithstanding the withdrawal of enough

stockholders to leave less than a quorum.



                  Section 7. VOTING. Unless otherwise required by the charter of

the Corporation or these Bylaws, 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. Each share 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 other matter

that may properly come before the meeting, unless more than a majority of the

votes cast is required by statute or by the charter of the Corporation. Unless

otherwise provided in the charter, each outstanding share, regardless of class,

shall be entitled to one vote on each matter submitted to a vote at a meeting of

stockholders.



                  Section 8. PROXIES. A stockholder may cast the votes entitled

to be cast by the shares of stock owned of record by the stockholder in person

or by proxy executed by the stockholder or by the stockholder's duly authorized

agent in any manner permitted by law. Such proxy or evidence of authorization of

such proxy shall be filed with the secretary of the Corporation before or at the

meeting. No proxy shall be valid more than eleven months after its date unless

otherwise provided in the proxy.



                  Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the

Corporation registered in the name of a corporation, partnership, trust or other

entity, if entitled to be voted, may be voted by the president or a vice

president, a general partner or trustee thereof, as the case may be, or a proxy

appointed by any of the foregoing individuals, unless some other person who has

been appointed to vote such stock pursuant to a bylaw or a resolution of the

governing body of such corporation or other entity or agreement of the partners

of a partnership presents a certified copy of such bylaw, resolution or

agreement, in which case such person may vote such stock. Any director or other

fiduciary may vote stock registered in his or her name as such fiduciary, either

in person or by proxy.



                  Shares of stock of the Corporation directly or indirectly

owned by it 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 make the certification, the purpose for which the

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



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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 10. INSPECTORS. The Board of Directors, in advance of

any meeting, may, but need not, appoint one or more individual inspectors or one

or more entities that designate individuals as inspectors to act at the meeting

or any adjournment thereof. If an inspector or inspectors are not appointed, the

person presiding at the meeting may, but need not, appoint one or more

inspectors. In case any person who may be appointed as an inspector fails to

appear or act, the vacancy may be filled by appointment made by the Board of

Directors in advance of the meeting or at the meeting by the chairman of the

meeting. The inspectors, if any, shall determine the number of shares

outstanding and the voting power of each, the shares represented at the meeting,

the existence of a quorum, the validity and effect of proxies, and shall receive

votes, ballots or consents, hear and determine all challenges and questions

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