AMERICA FIRST MORTGAGE INVESTMENTS, INC.


AMENDED AND RESTATED BYLAWS


ARTICLE I.

STOCKHOLDERS

SECTION 1.1 Annual Meetings. America
First Mortgage Investments, Inc. (the "Corporation")
shall hold an annual meeting of its stockholders to
elect directors and transact any other business within
its powers, either at 10:00 a.m. on the first Wednesday
of May in each year if not a legal holiday, or at such
other time on such other day falling on or before the
30th day thereafter as shall be set by the Board of
Directors. Except as the Corporation's Articles of
Incorporation, as amended and supplemented (the
"Charter"), or statute provides otherwise, any business
may be considered at an annual meeting without the
purpose of the meeting having been specified in the
notice. Failure to hold an annual meeting does not
invalidate the Corporation's existence or affect any
otherwise valid corporate acts. The Corporation shall
hold its first annual meeting of stockholders beginning
with the year 1999.

SECTION 1.2 Special Meeting. At any time
in the interval between annual meetings, a special
meeting of the stockholders may be called by the
Chairman of the Board or the President or by a majority
of the Board of Directors by vote at a meeting or in
writing (addressed to the Secretary of the Corporation)
with or without a meeting. Special meetings of the
stockholders shall be called by the Secretary at the
request of stockholders only on the written request of
stockholders entitled to cast at least a majority of
all the votes entitled to be cast at the meeting. A
request for a special meeting shall state the purpose
of the meeting and the matters proposed to be acted on
at it. The Secretary shall inform the stockholders who
make the request of the reasonably estimated costs of
preparing and mailing a notice of the meeting and, on
payment of these costs to the Corporation, notify each
stockholder entitled to notice of the meeting. Unless
requested by stockholders entitled to cast a majority
of all the votes entitled to be cast at the meeting, a
special meeting need not be called to consider any
matter which is substantially the same as a matter
voted on at any special meeting of stockholders held in
the preceding 12 months.

SECTION 1.3 Place of Meetings. Meetings
of stockholders shall be held at such place in the
United States as is set from time to time by the Board
of Directors.

SECTION 1.4 Notice of Meetings; Waiver of
Notice. Not less than ten nor more than 90 days before
each stockholders' meeting, the Secretary shall give
written notice of the meeting to each stockholder


entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting. The
notice shall state the time and place of the meeting
and, if the meeting is a special meeting or notice of
the purpose is required by statute, the purpose of the
meeting. Notice is given to a stockholder when it is
personally delivered to him, left at his residence or
usual place of business or mailed to him at his address
as it appears on the records of the Corporation.
Notwithstanding the foregoing provisions, each person
who is entitled to notice waives notice if before or
after the meeting he signs a waiver of the notice which
is filed with the records of stockholders' meetings or
is present at the meeting in person or by proxy.

SECTION 1.5 Quorum; Voting. Unless the
Charter or statute provides otherwise, at a 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 the meeting constitutes a
quorum and a majority of all the votes cast at a
meeting at which a quorum is present is sufficient to
approve any matter which properly comes before the
meeting, except that a plurality of all the votes cast
at a meeting at which a quorum is present is sufficient
to elect a director.

SECTION 1.6 Adjournments. Whether or not
a quorum is present, a meeting of stockholders convened
on the date for which it was called may be adjourned
from time to time without further notice by a majority
vote of the stockholders, present in person or by
proxy, to a date not more than 120 days after the
original record date. Any business which might have
been transacted at the meeting as originally notified
may be deferred and transacted at any such adjourned
meeting at which a quorum shall be present.

SECTION 1.7 General Right to Vote;
Proxies. Unless the Charter provides for a greater or
lesser number of votes per share or limits or denies
voting rights, each outstanding share of stock,
regardless of class, is entitled to one vote on each
matter submitted to a vote at a meeting of
stockholders. In all elections for directors, 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
stockholder may vote the stock he owns of record either
in person or by written proxy signed by the stockholder
or by his duly authorized attorney in fact. Unless a
proxy provides otherwise, it is not valid more than 11
months after its date. A proxy is revocable by a
stockholder at any time without condition or
qualification unless the proxy states that it is
irrevocable and the proxy is coupled with an interest.
A proxy may be made irrevocable for so long as it is
coupled with an interest. The interest with which a
proxy may be coupled includes an interest in the stock
to be voted under the proxy or another general interest
in the Corporation or its assets or liabilities.

SECTION 1.8 List of Stockholders. At each
meeting of stockholders, a full, true and complete list
of all stockholders entitled to vote at such meeting,
showing the number and class of shares held by each and
certified by the transfer agent for such class or by
the Secretary, shall be furnished by the Secretary.

SECTION 1.9 Conduct of Business and
Voting. At all meetings of stockholders, unless the
voting is conducted by inspectors, the proxies and
ballots shall be received, and all questions touching
the qualification of voters and the validity of
proxies, the acceptance or rejection of votes and

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procedures for the conduct of business not otherwise
specified by these Bylaws, the Charter or law, shall be
decided or determined by the chairman of the meeting.
If demanded by stockholders, present in person or by
proxy, entitled to cast 10% in number of votes entitled
to be cast or if ordered by the chairman of the
meeting, the vote upon any election or question shall
be taken by ballot and, upon like demand or order, the
voting shall be conducted by two inspectors, in which
event the proxies and ballots shall be received, and
all questions touching the qualification of voters and
the validity of proxies and the acceptance or rejection
of votes shall be decided, by such inspectors. Unless
so demanded or ordered, no vote need be by ballot and
voting need not be conducted by inspector or inspectors
to act at such meeting, and in default of such election
the chairman of the meeting may appoint an inspector or
inspectors. No candidate for election as a director at
a meeting shall serve as an inspector thereat.

SECTION 1.10 Informal Action by
Stockholders. Any action required or permitted to be
taken at a meeting of stockholders may be taken without
a meeting if there is filed with the records of
stockholders meetings a unanimous written consent which
sets forth the action and is signed by each stockholder
entitled to vote on the matter and a written waiver of
any right to dissent signed by each stockholder
entitled to notice of the meeting but not entitled to
vote at it.

SECTION 1.11 Stockholder Proposals. For
any stockholder proposal to be presented in connection
with an annual meeting of stockholders of the
Corporation, including any proposal relating to the
nomination of a director to be elected to the Board of
Directors of the Corporation, the stockholders must
have given timely written notice thereof in writing to
the Secretary of the Corporation. In order for such
notice to be timely, such notice must be received by
the Corporation not less than 60 nor more than 90 days
prior to the first anniversary of the previous year's
annual meeting. For the 1999 annual meeting the
previous year's meeting shall be deemed to have taken
place on May 7, 1998; provided that this sentence shall
cease to be a part of the Bylaws after the holding of
the 1999 annual meeting and any adjustments thereof.


ARTICLE II.

BOARD OF DIRECTORS

SECTION 2.1 Function of Directors. The
business and affairs of the Corporation shall be
managed under the direction of its Board of Directors.
All powers of the Corporation may be exercised by or
under authority of the Board of Directors, except as
conferred on or reserved to the stockholders by statute
or by the Charter or Bylaws.

SECTION 2.2 Number of Directors. The
Corporation shall have at least three directors;
provided that, if there is no stock outstanding, the
number of Directors may be less than three but not less
than one and, if there is stock outstanding and so long
as there are less than three stockholders, the number


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of Directors may be less than three but not less than
the number of stockholders. The Corporation shall have
three directors, which shall be the number of directors
until changed as herein provided. Except as the
Charter provides otherwise, a majority of the entire
Board of Directors may alter the number of directors
set by the Charter to not exceeding 15 nor less than
the minimum number then permitted herein, but the
action may not affect the tenure of office of any
director.

SECTION 2.3 Election and Tenure of
Directors. Subject to the rights of the holders of any
class of stock separately entitled to elect one or more
directors, at each annual meeting, the stockholders
shall elect directors to hold office until the next
annual meeting and until their successors are elected
and qualify.

SECTION 2.4 Removal of Director. Any
director or the entire Board of Directors may be
removed only in accordance with the provisions of the
Charter.

SECTION 2.5 Vacancy on Board. Subject to
the rights of the holders of any class of stock
separately entitled to elect one or more directors, the
stockholders may elect a successor to fill a vacancy on
the Board of Directors which results from the removal
of a director. A director elected by the stockholders
to fill a vacancy which results from the removal of a
director serves for the balance of the term of the
removed director. Subject to the rights of the holders
of any class of stock separately entitled to elect one
or more directors, a majority of the remaining
directors, whether or not sufficient to constitute a
quorum, may fill a vacancy on the Board of Directors
which results from any cause except an increase in the
number of directors and a majority of the entire Board
of Directors may fill a vacancy which results from an
increase in the number of directors. A director
elected by the Board of Directors to fill a vacancy
serves until the next annual meeting of stockholders
and until his successor is elected and qualifies.

SECTION 2.6 Regular Meetings. After each
meeting of stockholders at which directors shall have
been elected, the Board of Directors shall meet as soon
thereafter as practicable for the purpose of
organization and the transaction of other business. In
the event that no other time and place are specified by
resolution of the Board of Directors or announced by
the President or the Chairman at such stockholders
meeting, the Board of Directors shall meet immediately
following the close of, and at the place of, such
stockholders meeting. Any other regular meeting of the
Board of Directors shall be held on such date and time
and at such place as may be designated from time to
time by the Board of Directors. No notice of such
meeting following a stockholders meeting or any other
regular meeting shall be necessary if held as
hereinabove provided.

SECTION 2.7 Special Meetings. Special
meetings of the Board of Directors may be called at any
time by the Chairman of the Board or the President or
by a majority of the Board of Directors by vote at a
meeting or in writing with or without a meeting. A
special meeting of the Board of Directors shall be held
on such date and at any place as may be designated from
time to time by the Board of Directors. In the absence
of designation such meeting shall be held at such place
as may be designated in the call.

SECTION 2.8 Notice of Meeting. Except as
provided in Section 2.6, the Secretary shall give
notice to each director of each regular and special
meeting of the Board of Directors. The notice shall

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state the time and place of the meeting. Notice is
given to a director when it is delivered personally to
him, left at his residence or usual place of business,
or sent by telegraph, facsimile transmission or
telephone, at least 24 hours before the time of the
meeting or, in the alternative by mail to his address
as it shall appear on the records of the Corporation,
at least 72 hours before the time of the meeting.
Unless the Bylaws or a resolution of the Board of
Directors provides otherwise, the notice need not state
the business to be transacted at or the purposes of any
regular or special meeting of the Board of Directors.
No notice of any meeting of the Board of Directors need
be given to any director who attends 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 or to
any director who, in writing executed and filed with
the records of the meeting either before or after the
holding thereof, waives such notice. Any meeting of
the Board of Directors, regular or special, may adjourn
from time to time to reconvene at the same or some
other place, and no notice need be given of any such
adjourned meeting other than by announcement.

SECTION 2.9 Quorum; Action by Directors.
A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business.
In the absence of a quorum, the directors present by
majority vote and without notice other than by
announcement may adjourn the meeting from time to time
until a quorum shall attend. At any 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.
Unless statute or the Charter or Bylaws requires a
greater proportion, the action of a majority of the
directors present at a meeting at which a quorum is
present is action of the Board of Directors. Any
action required or permitted to be taken at a meeting
of the Board of Directors may be taken without a
meeting, if a unanimous written consent which sets
forth the action is signed by each member of the Board
of Directors and filed with the minutes of proceedings
of the Board of Directors.

SECTION 2.10 Meeting by Conference
Telephone. 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 constitutes presence in person at a
meeting.

SECTION 2.11 Compensation. By resolution
of the Board of Directors a fixed sum and expenses, if
any, for attendance at each regular or special meeting
of the Board of Directors or of committees thereof, and
other compensation for their services as such or on
committees of the Board of Directors, may be paid to
directors. Directors who are full-time employees of
the Corporation need not be paid for attendance at
meetings of the board or committees thereof for which
fees are paid to other directors. A director who
serves the Corporation in any other capacity also may
receive compensation for such other services, pursuant
to a resolution of the directors.

SECTION 2.12 Advisory Directors. The Board
of Directors may by resolution appoint advisory
directors to the Board of Directors, who may also serve
as directors emeriti, and shall have such authority and
receive such compensation and reimbursement as the
Board of Directors shall provide. Advisory directors
or directors emeriti shall not have the authority to
participate by vote in the transaction of business.

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ARTICLE III.

COMMITTEES

SECTION 3.1 Committees. The Board of
Directors may appoint from among its members an Audit
Committee, Compensation Committee, Investment
Committee, and other committees composed of one or more
directors and delegate to these committees any of the
powers of the Board of Directors, except the power to
declare dividends or other distributions on stock,
elect directors, issue stock other than as provided in
the next sentence, recommend to the stockholders any
action which requires stockholder approval, amend the
Bylaws or approve any merger or share exchange which
does not require stockholder approval. The entire
Audit Committee and a majority of the Compensation
Committee shall be directors who are independent of
management. If the Board of Directors has given
general authorization for the issuance of stock
providing for or establishing a method or procedure for
determining the maximum number of shares to be issued,
a committee of the Board of Directors, in accordance
with that general authorization or any stock option or
other plan or program adopted by the Board of
Directors, may authorize or fix the terms of stock
subject to classification or reclassification and the
terms on which any stock may be issued, including all
terms and conditions required or permitted to be
established or authorized by the Board of Directors.

SECTION 3.2 Committee Procedure. 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 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 the place of an absent
member. Any action required or permitted to be taken
at a meeting of a committee may be taken without a
meeting, if an unanimous written consent which sets
forth the action is signed by each member of the
committee and filed with the minutes of the committee.
The members of a committee may conduct any meeting
thereof by conference telephone in accordance with the
provisions of Section 2.10.

SECTION 3.3 Emergency. In the event of a
state of disaster of sufficient severity to prevent the
conduct and management of the affairs and business of
the Corporation by its directors and officers as
contemplated by the Charter and the Bylaws, any two or
more available members of the then incumbent Executive
Committee shall constitute a quorum of that Committee
for the full conduct and management of the affairs and
business of the Corporation in accordance with the
provisions of Section 3.1. In the event of the
unavailability, at such time, of a minimum of two
members of the then incumbent Executive Committee, the
available directors shall elect an Executive Committee
consisting of any two members of the Board of
Directors, whether or not they be officers of the

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Corporation, which two members shall constitute the
Executive Committee for the full conduct and management
of the affairs of the Corporation in accordance with
the foregoing provisions of this Section. This Section
shall be subject to implementation by resolution of the
Board of Directors passed from time to time for that
purpose, and any provisions of the Bylaws (other than
this Section) and any resolutions which are contrary to
the provisions of this Section or to the provisions of
any such implementary resolutions shall be suspended
until it shall be determined by any interim Executive
Committee acting under this Section that it shall be to
the advantage of the Corporation to resume the conduct
and management of its affairs and business under all
the other provisions of the Bylaws.


ARTICLE IV.

SECTION 4.1 Executive and Other Officers.
The Corporation shall have a President, a Secretary and
a Treasurer. It may also have a Chairman of the Board.
The Board of Directors shall designate who shall serve
as chief executive officer, who shall have general
supervision of the business and affairs of the
Corporation, and may designate a chief operating
officer, who shall have supervision of the operations
of the Corporation. In the absence of any designation,
the Chairman of the Board, if there be one, shall serve
as chief executive officer and the President shall
serve as chief operating officer. The same person may
hold both offices. The Corporation may also have one
or more Vice-Presidents, assistant officers and
subordinate officers as may be established by the Board
of Directors. A person may hold more than one office
in the Corporation except that no person may serve
concurrently as both President and Vice-President of
the Corporation. The Chairman of the Board shall be a
director; the other officers may be directors.

SECTION 4.2 Chairman of the Board. The
Chairman of the Board, if one be elected, shall preside
at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present.
Unless otherwise specified by the Board of Directors,
he or she shall be the chief executive officer of the
Corporation. In general, he or she shall perform such
duties as are customarily performed by the chief
executive officer of a corporation and may perform any
duties of the President and shall perform such other
duties as are from time to time assigned to him or her
by the Board of Directors.

SECTION 4.3 President. Unless otherwise
provided by resolution of the Board of Directors, the
President, in the absence of the Chairman of the Board,
shall preside at all meetings of the Board of Directors
and of the stockholders at which he or she shall be
present. Unless otherwise specified by the Board of
Directors, the President shall be the chief operating
officer of the Corporation and perform the duties
customarily performed by chief operating officers. He
or she may sign and execute, in the name of the
Corporation, all authorized deeds, mortgages, bonds,
contracts or other instruments, except in cases in
which the signing and execution thereof shall have been
expressly delegated to some other officer or agent of
the Corporation. In general, he or she shall perform
such other duties customarily performed by a president
of a corporation and shall perform such other duties
and have such other powers as are from time to time
assigned to him by the Board of Directors or the chief
executive officer of the Corporation.

SECTION 4.4 Vice-Presidents. The Vice-
President or Vice-Presidents, at the request of the

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chief executive officer or the President, or in the
President's absence or during his or her inability to
act, shall perform the duties and exercise the
functions of the President, and when so acting shall
have the powers of the President. If there be more
than one Vice-President, the Board of Directors may
determine which one or more of the Vice-Presidents
shall perform any of such duties or exercise any of
such functions, or if such determination is not made by
the Board of Directors, the chief executive officer or
the President may make such determination; otherwise
any of the Vice-Presidents may perform any of such
duties or exercise any of such functions. The Vice-
President or Vice-Presidents shall have such other
powers and perform such other duties, and have such
additional descriptive designations in their titles (if
any), as are from time to time assigned to them by the
Board of Directors, the chief executive officer or the
President.

SECTION 4.5 Secretary. The Secretary
shall keep the minutes of the meetings of the
stockholders and the meetings of the Board of Directors
and any committees thereof, in books provided for the
purpose; the Secretary shall see that all notices are
duly given in accordance with the provisions of these
Bylaws or as required by law; he or she shall be
custodian of the records of the Corporation; he or she
may witness any document on behalf of the Corporation,
the execution of which is duly authorized, see that the
Corporation's seal is affixed where such document is
required or desired to be under its seal, and, when so
affixed, may attest the same. In general, he or she
shall perform such other duties customarily performed
by a secretary of a corporation and shall perform such
other duties and have such other powers as are from
time to time assigned to him or her by the Board of
Directors, the chief executive officer or the
President.

SECTION 4.6 Treasurer. the Treasurer
shall have charge of, and be responsible for, all
funds, securities, receipts and disbursements of the
Corporation and shall deposit, or cause to be
deposited, in the name of the Corporation, all moneys
or other valuable effects in such banks, trust
companies or other depositories as shall, from time to
time, be selected by the Board of Directors; he shall
render to the President and to the Board of Directors,
whenever requested, an account of the financial
condition of the Corporation; and, in general, he shall
perform all the duties incident to the office of a
treasurer of a corporation, and such other duties as
are from time to time assigned to him by the Board of
Directors, the chief executive officer or the
President.

SECTION 4.7 Assistant and Subordinate
Officers. The assistant and subordinate officers of
the Corporation are all officers below the office of
Vice-President, Secretary or Treasurer. The assistant
or subordinate officers shall have such duties as are
from time to time assigned to them by the Board of
Directors, the chief executive officer or the
President.

SECTION 4.8 Election, Tenure and Removal
of Officers. The Board of Directors shall elect the
officers. The Board of Directors may from time to time
authorize any committee or officer to appoint assistant
and subordinate officers. Election or appointment of
an officer, employee or agent shall not of itself
create contract rights. All officers shall be
appointed to hold their offices, respectively, during

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the pleasure of the Board of Directors. The Board of
Directors (or, as to any assistant or subordinate
officer, any committee or officer does not prejudice
any of his or her contract rights. The Board of
Directors (or, as to any assistant or subordinate
officer, any committee or officer authorized by the
Board of Directors) may fill a vacancy which occurs in
any office for the unexpired portion of the term.

SECTION 4.9 Compensation. The Board of
Directors or the Compensation Committee thereof shall
have power to fix the salaries and other compensation
and remuneration, of whatever kind, of all officers of
the Corporation. No officer shall be prevented from
receiving such salary by reason of the fact that he is
also a director of the Corporation. The Board of
Directors may authorize any committee or officer, upon
whom the power of appointing assistant and subordinate
officers may have been conferred, to fix the salaries,
compensation and remuneration of such assistant and
subordinate officers.


ARTICLE V.

DIVISIONAL TITLES

SECTION 5.1 Conferring Divisional Titles.
The Board of Directors may from time to time confer
upon any employee of a division of the Corporation the
title of President, Vice-President, Treasurer or
Controller of such division or any other title or
titles deemed appropriate, or may authorize the
Chairman of the Board or the President to do so. Any
such titles so conferred may be discontinued and
withdrawn at any time by the Board of Directors or by
the Chairman of the Board or the President if so
authorized by the Board of Directors. Any employee of
a division designated by such a division title shall
have the powers and duties with respect to such
division as shall be prescribed by the Board of
Directors, the Chairman of the Board or the President.

SECTION 5.2 Effect of Divisional Titles.
The conferring of divisional titles shall not create an
office of the Corporation under Article IV unless
specifically designated as such by the Board of
Directors; but any person who is an officer of the
Corporation may also have a divisional title.


ARTICLE VI.

STOCK

SECTION 6.1 Certificates for Stock. The
Board of Directors may determine to issue certificated
or uncertificated shares of capital stock and other
securities of the Corporation. For certificated stock,
each stockholder is entitled to certificates which
represent and certify the shares of stock he or she
holds in the Corporation. Each stock certificate shall
include on its face the name of the Corporation, the
name of the stockholder or other person to whom it is
issued, and the class of stock and number of shares it
represents. It shall also include on its face or back
(a) a statement of any restrictions on transferability
and (b) a statement which provides in substance that
the Corporation will furnish to any stockholder on

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request and without charge a full statement 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, of the differences
in the relative rights and preferences between the
shares of each series of a preferred or special class
in series which the Corporation is authorized to issue,
to the extent they have been set, and of the authority
of the Board of Directors to set the relative rights
and preferences of subsequent series of a preferred or
special class of stock and any restrictions on
transferability. Such request may be made to the
Secretary or to its transfer agent. Upon the issuance
of uncertificated shares of capital stock, the
Corporation shall send the stockholder a written
statement of the same information required above on the
certificate and by the Maryland Uniform Commercial Code
- - Investment Securities. It shall be in such form, not
inconsistent with law or with the Charter, as shall be
approved by the Board of Directors or any officer or
officers designated for such purpose by resolution of
the Board of Directors. Each stock certificate shall
be signed by the Chairman of the Board, the President,
or a Vice-President, and countersigned by the
Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer. Each certificate may be sealed
with the actual corporate seal or a facsimile of it or
in any other form and the signatures may be either
manual or facsimile signatures. A certificate is valid
and may be issued whether or not an officer who signed
it is still an officer when it is issued. A
certificate may not be issued until the stock
represented by it is fully paid.

SECTION 6.2 Transfers. The Board of
Directors shall have power and authority to make such
rules and regulations as it may deem expedient
concerning the issue, transfer and registration of
certificates of stock; and may appoint transfer agents
and registrars thereof. The duties of transfer agent
and registrar may be combined.

SECTION 6.3 Record Dates and Closing of
Transfer Books. The Board of Directors may set a
record date or direct that the stock transfer books be
closed for a stated period for the purpose of making
any proper determination with respect to stockholders,
including which stockholders are entitled to notice of
a meeting, vote at a meeting, receive a dividend or be
allotted other rights. The record date may not be
prior to the close of business on the day the record
date is fixed nor, subject to Section 1.6, more than 90
days before the date on which the action requiring the
determination will be taken; the transfer books may not
be closed for a period longer than 20 days; and, in the
case of a meeting of stockholders, the record date or
the closing of the transfer books shall be at least ten
days before the date of the meeting.

SECTION 6.4 Stock Ledger. The Corporation
shall maintain a stock ledger which contains the name
and address of each stockholder and the number of
shares of stock of each class which the stockholder
holds. The stock ledger may be in written form or in
any other form which can be converted within a
reasonable time into written form for visual
inspection. The original or a duplicate of the stock
ledger shall be kept at the offices of a transfer agent
for the particular class of stock, or, if none, at the
principal office in the State of Maryland or the
principal executive offices of the Corporation.

SECTION 6.5 Certification of Beneficial
Owners. The Board of Directors may adopt by resolution
a procedure by which a stockholder of the Corporation
may certify in writing to the Corporation that any

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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 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 a certification which
complies with the procedure adopted by the Board of
Directors in accordance with this Section, the person
specified in the certification is, for the purpose set
forth in the certification, the holder of record of the
specified stock in place of the stockholder who makes
the certification.

SECTION 6.6 Lost Stock Certifications.
The Board of Directors of the Corporation may determine
the conditions for issuing a new stock certificate in
place of one which is alleged to have been lost, stolen
or destroyed, or the Board of Directors may delegate
such power to any officer or officers of the
Corporation. In their discretion, the Board of
Directors or such officer or officers may require the
owner of the certificate to give bond, with sufficient
surety, to indemnify the Corporation against any loss
or claim arising as a result of the issuance of a new
certificate. In their discretion, the Board of
Directors or such officer or officers may refuse to
issue such new certificate save upon the order of some
court having jurisdiction in the premises.

SECTION 6.7 Exemption from Control Share
Acquisition Statute. The provisions of Sections 3-701
to 3-709 of the Corporations and Associations Article
of the Annotated Code of Maryland shall not apply to
any share of the capital stock of the Corporation now
or hereafter beneficially held (during the period of
such beneficial ownership) by American First Companies,
L.L.C., any of its present or future affiliates and
associates or any person acting in concert or as part
of a group with any of the foregoing persons. Such
shares of capital stock are exempted from such Sections
to the fullest extent permitted by Maryland law.


ARTICLE VII.

FINANCE

SECTION 7.1 Checks, Drafts, Etc. All
checks, drafts and orders for the payment of money,
notes and other evidences of indebtedness, issued in
the name of the Corporation, shall, unless otherwise
provided by resolution of the Board of Directors, be
signed by the President, a Vice-President or an
Assistant Vice-President and countersigned by the
Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary.

SECTION 7.2 Annual Statement of Affairs.
The President or chief accounting officer shall prepare
annually a full and correct statement of the affairs of
the Corporation, to include a balance sheet and a
financial statement of operations for the preceding
fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders
and, within 20 days after the meeting, place on file at
the Corporation's principal office.

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SECTION 7.3 Fiscal Year. The fiscal year
of the Corporation shall be the twelve calendar months
period ending December 31 in each year, unless
otherwise provided by the Board of Directors.

SECTION 7.4 Dividends. If declared by the
Board of Directors at any meeting thereof, the
Corporation may pay dividends on its shares in cash,
property or in shares of the capital stock of the
Corporation, unless such dividend is contrary to law or
to a restriction contained in the Charter.

SECTION 7.5 Contracts. To the extent
permitted by the applicable law, and except as
otherwise prescribed by the Charter or these Bylaws
with respect to certificates for shares, the Board of
Directors may authorize any officer, employee or agent
of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and
on behalf of the Corporation. Such authority may be
general or confined to specific instances.


ARTICLE VIII.

SUNDRY PROVISIONS

SECTION 8.1 Books and Records. The
Corporation shall keep correct and complete books and
records of its accounts and transactions and minutes of
the proceedings of its stockholders and Board of
Directors and of any executive or other committee when
exercising any of the powers of the Board of Directors.
The books and records of a Corporation may be in
written form or in any other form which can be
converted within a reasonable time into written form
for visual inspection. Minutes shall be recorded in
written form but may be maintained in the form of a
reproduction. The original or a certified copy of the
Bylaws shall be kept at the principal office of the
Corporation.

SECTION 8.2 Corporate Seal. The Board of
Directors shall provide a suitable seal, bearing the
name of the Corporation, which shall be in the charge
of the Secretary. The Board of Directors may authorize
one or more duplicate seals and provide for the custody
thereof. If the Corporation is required to place its
corporation seal to a document, it is sufficient to
meet the requirement 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
sign the document on behalf of the Corporation.

SECTION 8.3 Bonds. The Board of Directors
may require any officer, agent or employee of the
Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties,
with one or more sureties and in such amount as may be
satisfactory to the Board of Directors.

SECTION 8.4 Voting Upon Shares in Other
Corporations. Stock of other corporations or
associations, registered in the name of the
Corporation, may be voted by the President, a Vice-

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President or a proxy appointed by either of them. The
Board of Directors, however, may by resolution appoint
some other person to vote such shares, in which case
such person shall be entitled to vote such shares upon
the production of a certified copy of such resolution.

SECTION 8.5 Mail. Any notice or other
document which is required by these Bylaws to be mailed
shall be deposited in the United States mails, postage
prepaid.

SECTION 8.6 Execution of Documents. A
person who holds more than one office in the
Corporation may not act in more than one capacity to
execute, acknowledge or verify an instrument required
by law to be executed, acknowledged or verified by more
than one officer.

SECTION 8.7 Amendments. Subject to the
special provisions of Section 2.02, in accordance with
the Charter, these Bylaws may be repealed, altered,
amended or rescinded (a) by the stockholders of the
Corporation only by vote of not less than 80% of the
outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at any
meeting of the stockholders called for that purpose
(provided that notice of such proposed repeal,
alteration, amendment or rescission is included in the
notice of such meeting) or (b) by vote of a majority of
the Board of Directors at a meeting held in accordance
with the provisions of these Bylaws.


ARTICLE IX.

INDEMNIFICATION

SECTION 9.1 Procedure. Any
indemnification, or payment of expenses in advance of
the final disposition of any proceeding, shall be made
promptly, and in any event within 60 days, upon the
written request of the director or officer entitled to
seek indemnification (the "Indemnified Party"). The
right to indemnification and advances hereunder shall
be enforceable by the Indemnified Party in any court of
competent jurisdiction, if (i) the Corporation denies
such request, in whole or in part or (ii) no
disposition thereof is made within 60 days. The
Indemnified Party's costs and expenses incurred in
connection with successfully establishing his right to
indemnification, in whole or in part, in any such
action shall also be reimbursed by the Corporation. It
shall be a defense to any action for advance of
expenses that (a) a determination has been made that
the facts then known to those making the determination
would preclude indemnification or (b) the Corporation
has not received either (i) an undertaking as required
by law to repay such advances in the event it shall
ultimately be determined that the standard of conduct
has not been met or (ii) a written affirmation by the
Indemnified Party of such Indemnified Party's good
faith belief that the standard of conduct necessary for
indemnification by the Corporation has been met.

SECTION 9.2 Exclusivity, Etc. The
indemnification and advance of expenses provided by the
Charter and these Bylaws shall not be deemed exclusive
of any other rights to which a person seeking

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indemnification or advance of expenses may be entitled
under any law (common or statutory) or any agreement,
vote of stockholders or disinterested directors or
other provision that is consistent with law, both as to
action in his official capacity and as to action in
another capacity while holding office or while employed
by or acting as agent for the Corporation, shall
continue in respect of all events occurring while a
person was a director or officer after such person has
ceased to be a director or officer, and shall inure to
the benefit of the estate, heirs, executors and
administrators of such person. The Corporation shall
not be liable for any payment under this Bylaw in
connection with a claim made by a director or officer
to the extent such director or officer has otherwise
actually received payment under insurance policy,
agreement, vote or otherwise, of the amounts otherwise
indemnifiable hereunder. All rights to indemnification
and advance of expenses under the Charter of the
Corporation and hereunder shall be deemed to be a
contract between the Corporation and each director or
officer of the Corporation who serves or served in such
capacity at any time while this Bylaw is in effect.
Nothing herein shall prevent the amendment of this
Bylaw, provided that no such amendment shall diminish
the rights of any person hereunder with respect to
events occurring or claims made before its adoption or
as to claims made after its adoption in respect of
events occurring before its adoption. Any repeal or
modification of this Bylaw shall not in any way
diminish any rights to indemnification or advance of
expenses of such director or officer or the obligations
of the Corporation arising hereunder with respect to
events occurring, or claims made, while this Bylaw or
any provisions hereof is in force.

SECTION 9.3 Severability; Definitions.
The invalidity or unenforceability of any provision of
this Article IX shall not affect the validity or
enforceability of any other provisions hereof. The
phrase "this Bylaw" in this Article IX means this
Article IX in its entirely.






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