FORM OF AMENDED & RESTATED BY LAWS OF THE CO.

Exhibit 3.4



AMERICA FIRST MORTGAGE INVESTMENTS, INC.

FORM OF
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.

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
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


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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 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.

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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 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

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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.

ARTICLE III.


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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 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


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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 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

7


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 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.


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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 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



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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 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

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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.

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.


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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-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.


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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 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

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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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