NEW VIEW DEVELOPMENT CORPORATION

BY-LAWS

These By-Laws are intended to and shall govern the affairs of the New
View Neighborhood Development Corporation.

ARTICLE I

PURPOSE AND GOALS

Section 1.1.  Purpose

The New View Neighborhood Development Corporation has been established
to create a community (The Community) whose architectural and social
organization will enrich its Members' daily lives. The general goals
for the Community are:

A.      to encourage a sense of community;

B.      to support the Members' needs and wants for privacy;

C.      to provide a secure and enriched setting for children;

D.      to be environmentally gentle;

E.      to be affordable; and

F.      to encourage involvement in the surrounding community.

The Corporation and its Members will seek to achieve these goals by
designing and building a residential development with generous common
facilities, including a common house with such things as dining
facilities, meeting rooms, workshops, offices, and other amenities for
common usage. Houses will be set along pedestrian pathways, and other
architectural devices will be used to encourage social activity and
interaction. Vehicle access will be restricted.

The Corporation will strive to create a social structure where friends
and community will always be near, yet the privacy of residents' homes
will be preserved. Shared labor, responsibilities, and experiences
within the Community will enrich the Members' social environment,
provide a sense of unity and belonging, reduce the overhead of daily
living, and realize some economies of scale.

Section 1.2.  Goals and Visions

In creating this Community the following goals and visions will be
pursued: A less burdensome and alienating lifestyle will be promoted. A
primary goal is to enjoy the benefits of community living and shared
facilities while supporting individual autonomy and household privacy.

The Community should enrich its Members' lives. The Corporation intends
to build a community whose design and organization supports daily,
casual interactions and shared experiences.

The Members desire to live among neighbors who watch out for one
another. Common interests and responsibilities will produce a sense of
unity, mutual trust, and belonging among the community members.

A goal of the Corporation is to find an ecologically sustainable way of
life. The Corporation will investigate ways that its Members'
coordinated actions can benefit the Community at large. Energy
efficiency will be a high priority in the Community's architecture.
Sharing facilities that would otherwise be redundant is another way to
reduce the burden on the natural environment.

Through shared facilities, labor, and responsibilities, the Members can
take advantage of the economies of scale afforded by a cooperative
group. By pooling their resources, living environments can be enhanced
in ways that would be wasteful or unaffordable to them individually.

The Corporation shall strive for diversity of age, income, race,
belief, sexual orientation, background, and other characteristics.
Within the Community the Members will be as responsive as possible to
individual needs and preferences.

A diverse group will be promoted whose common ground is the Community
and the experiences its Members share living within it. The goal is to
create a community that protects individual privacy while it encourages
sociability, and that respects each household's uniqueness while it
invites unity.

The Corporation will strive to foster a community in which every member
does her or his part. This begins with careful screening of potential
members, and continues with policies that encourage continued
participation.

The Community will be on a site with trees, near water, with a sense of
space and peace. It should be near enough to the city that mass transit
is accessible. There will be between 15 and 30 Households, clustered
around pedestrian streets or courts. The Community will focus on a
common building or buildings that include generous facilities for
dining, recreation, guests, laundry, parking, workshops, and offices.
Most dwellings will be close-set to encourage neighborly interaction
and to provide a maximum of open space on the site for recreation and
solitude.

In summary, a fostering, nurturing, supportive Community of interactive
Members will be created.

Section 1.3.  Overview of the By-Laws

Prior to Incorporation, the Initial Members of the New View
Neighborhood Development Corporation have been meeting, talking, and
making consensus-based decisions with a growing spirit of closeness,
honesty, and respect. It can thus be said that the Community already
exists in spirit. The Corporation has been founded to embody and extend
this spirit; to organize a site with buildings and people and a legal
structure that supports the community.

The Membership is the ultimate decision-making authority of the
Community. The Steering Committee, described in Article II, acts as the
board of the Corporation to ensure that the wishes of the Membership
are carried forward. The Steering Committee creates other Committees,
as described in Article IV, to enhance the range of what can be
accomplished. All of the Committees strive to represent and carry out
the will of the Membership.

In all deliberations, whether of the general Membership, the Steering
Committee, or another Committee, decisions shall be made using a
modified consensus process as described in Article VI. While this
process involves individual Members, all other rights and
responsibilities of Members apply on a Household basis. The process of
making Member Household decisions, and the classes, rights, and
obligations of Members and Member Households are described in Article
V.

This document is designed to guide the operation of the community
during its initial stages of searching for land, negotiating
construction agreements, and putting up the houses. It is recognized
that this document does not yet cover the legal and financial structure
of the community after construction of the physical buildings. Separate
constituent documents for the actual community association will be
created as part of the development process.

Section 1.4.  Definitions

The following terms shall, to the extent not otherwise defined herein,
mean as follows:

A.      Corporation: New View Neighborhood Development Corporation.

B.      Community: The community whose development is the goal of the
Corporation including the physical site, buildings, and environment as
well as the collection of people (including children) living or
intending to live in this development. Before a physical site is chosen
and developed, the Community refers to the collection of people.

C.      Member Household (also Household): A group of individuals
intending to live in the Community; membership, voting, and financial
assessments in the Corporation are by Household.

D.      Member: An adult who is a part of a Member Household. Members
are individuals who may participate in the affairs of the Corporation.

E.      The Membership: All of the Members of the Corporation (and
hence the Community) at a given time.

F.      Consensus: A decision-making process in which all parties
involved explicitly agree to the final decision. Unless otherwise
stated, the word "consensus" always refers to the process described in
Article VI.

G.      Committee: A working group composed of Members.

ARTICLE II

STEERING COMMITTEE

Section 2.1.  Number And Composition

There shall be a Steering Committee comprised of no fewer than five (5)
and no more than twelve (12) Members of the corporation.

Section 2.2.  Terms

The term of each Steering Committee Member shall be three (3) years,
shall commence upon the Annual Members Meeting date and shall be
staggered so that approximately one-third of the Steering Committees'
Member's terms expire at each such Annual Meeting.

A.      Initial Terms. The length of terms of the initial Steering
Committee Members shall be set by random lot among their number so as
to achieve the aforesaid staggering of terms.

B.      Expiration Of Term. The term of each Steering Committee Member
shall expire at the Annual Members Meeting coinciding with the
conclusion of his/her term; provided, however, that in the event as
there is a failure of such a meeting and/or a failure to choose a
successor, then such Steering Committee Member's term shall continue
until his/her successor is chosen as hereinafter provided.

Section 2.3.  Selection/Appointment

Steering Committee Members shall be chosen by consensus of the Member
Households in accordance with the process specified in Section VI at a
duly held Annual Members Meeting, or at a special meeting held in lieu
thereof.

Should there be a failure of such a meeting and/or a failure to so
select, the remaining Steering Committee Members -- that is, those
Steering Committee Members whose terms have not expired -- shall, by
consensus, at the next regularly scheduled Steering Committee Meeting,
or special meeting called for such purpose, appoint a successor, or
successors, and/or leave such position vacant. In no event, however,
shall there be left fewer than five Steering Committee Members.

Section 2.4.  Resignation; Removal

Any Steering Committee Member may resign at any time by instrument in
writing delivered to the Steering Committee and/or the Presiding
Officer and/or Recording Officer. Such resignation shall take effect
upon delivery as aforesaid unless otherwise specified therein. A
Steering Committee Member may be removed, with or without cause, by the
decision of the Member Households at any duly held meeting. A Steering
Committee Member shall be deemed to have resigned should his or her
Membership in the Corporation cease. A vacancy created other than by
removal shall be filled by appointment of the remaining Steering
Committee as aforesaid. A vacancy created by a removal vote shall be
filled by the choice of the Member Households as aforesaid at such
meeting as is held to determine the removal.

Section 2.5.  Bond or Surety

No Steering Committee Member chosen or appointed as hereinbefore
provided shall be obliged to give any bond or surety or other security
for the performance of any of his or her duties hereunder; provided,
however, that upon a determination of the Member Households at a duly
held meeting, such may be required of any one or more of the Steering
Committee Members in such amount and with such sureties as shall be
specified in such vote. All expenses incident to any such bond shall be
charged as a Corporation Expense.

Section 2.6.  Compensation of Board of Directors

No Steering Committee Member shall receive remuneration (which term
shall not be deemed to include reimbursement for expenses incurred by a
Steering Committee Member in connection with his or her duties, which
reimbursement shall be permitted and charged as a Corporation Expense)
for his or her services unless so provided for by a determination of
the Member Households at a duly held meeting and any remuneration so
provided shall be from time to time fixed by said Member Households and
shall be a Corporation Expense. Upon the determination of the Steering
Committee, other than the Steering Committee Member involved, any
Steering Committee Member may receive reasonable remuneration for
extraordinary or unusual services, legal, accounting or otherwise,
rendered by him or her in connection with the affairs of the
Corporation, all as shall be from time to time fixed and determined by
the Steering Committee, and such remuneration shall be a Corporation
Expense.

Section 2.7.  No Personal Liability

No Steering Committee Member shall under any circumstance or in any
event be held liable or accountable out of his or her personal assets
or be deprived of compensation, if any, by reason of any action taken,
suffered or omitted in good faith, in the reasonable belief that his or
her action was in the best interests of the Corporation, or for
allowing one or more of the other Steering Committee Members to have
possession of the Corporation's books or property, or be so liable,
accountable or deprived by reason of honest errors of judgment or
mistakes of fact or law or by reason of anything except his or her own
personal and willful malfeasance and defaults, and/or such other
conduct as would exempt him or her from indemnification as provided in
Section 2.9 hereof.

Section 2.8.  Steering Committee Members May Deal With the Corporation

No Steering Committee Member, or Member, shall be disqualified by his
or her office, or status, from contracting or dealing, directly or
indirectly, with the Corporation as vendor, purchaser or otherwise
because of his or her, interest in any corporation, firm, trust,
partnership or other organization connected with such contracting or
dealing, nor shall any such dealing, contract or arrangement entered
into with the Corporation in which any Steering Committee Member has an
interest, be avoided nor shall any Steering Committee Member so dealing
or contracting or being so interested be liable to account for any
profit realized by any such dealing, contract or arrangement by reason
of such Steering Committee Member's holding office or of the fiduciary
relation hereby established, or by reason of such Steering Committee
Member's status, provided the Steering Committee Member shall act in
good faith and shall disclose the nature of his or her interest before
the dealing, contract or arrangement is entered into.

Section 2.9.  Indemnification

The Corporation shall, to the extent legally permissible, indemnify
each of the Steering Committee Members against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees, reasonably
incurred by him or her in connection with the defence or disposition of
any action, suit or other proceeding, whether civil or criminal, in
which he or she may be involved or with which he or she may be
threatened, while in office, or thereafter, by reason of his or her
being or having been such a Steering Committee Member, except with
respect to any matter as to which he or she shall have been adjudicated
in any proceeding to have acted in bad faith or with willful misconduct
or reckless disregard of his or her duties or not to have acted in good
faith in the reasonable belief that his or her action was in the best
interest of the Corporation. The right of indemnification hereby
provided shall not be exclusive of or affect any other rights to which
any Steering Committee Member may be entitled herein or by contract or
otherwise under law. As used in this Section, the term "Steering 
Committee Member" includes his or her respective heirs, executors and 
administrators. Nothing in this Section shall, however, be deemed to 
limit in any respect the powers granted to the Steering Committee in 
these By-Laws.  In furtherance hereof the Steering Committee shall
maintain so called Officers And Directors Liability Insurance in such
amounts as they shall determine.

Section 2.10.  General Duties

The Steering Committee shall, subject to and in accordance with, the
decisions of the Member Households, and in furtherance of the
hereinstated purposes and goals, shall make all policy and undertake
all such acts and things as are necessary and appropriate to the
accomplishment of the Corporation's purposes and goals. It is intended
hereby that the Steering Committee shall be that entity having the
powers of directors and officers of a corporation established pursuant
to Massachusetts General Laws, Chapter 180, and shall from amongst them
have certain officers as hereinafter provided.

Section 2.11.  General Powers of the Steering Committee

In the performance of their duties as provided herein the Steering
Committee shall have all powers and authorities necessary and
appropriate to such duties, including, but not limited to the
following:

A.      Conducting litigation on behalf of the Corporation and being
subject to suit as to any course of action involving the affairs of the
Corporation.

B.      Determining and budgeting the Corporation Expenses required for
the affairs of the Corporation.

C.      Collecting the Assessments (which for the purposes of these
By-Laws shall mean such portion of the Corporation Expenses as are
payable by the Members).

D.      Opening and utilizing bank accounts on behalf of the
Corporation and designating the signatories required thereof.

E.      Obtaining of insurance.

F.      Incurring obligations and paying, compromising, or adjusting
all obligations incurred and rights acquired in the administration of
the affairs of the Corporation.

G.      obtaining advice of counsel and relying thereon, and employing,
appointing and removing such other persons, agents, managers, officers,
brokers, engineers, architects, employees, servants and assistants as
they shall deem advisable, and defining their respective duties and
fixing their pay and compensation.

H.      Investing and reinvesting the Corporation's property, or any
part or parts thereof, and from time to time, and as often as they
shall see fit to change investments, including power to invest in all
types of securities and other property, of whatsoever nature and
however denominated, all to such extent as to them shall seem proper,
and without liability for loss, even though such property or such
investment shall be of a character or in an amount not customarily
considered proper for the investment of fiduciary funds, or which does
or may not produce income.

I.      Selling and exchanging the Corporation's property or any
interest therein for such consideration and upon such items as they
deem advisable.

J.      Purchasing and otherwise acquiring any real or personal
property on behalf of the Corporation.

K.      Borrowing money and mortgaging or pledging all or any part of
the Corporation's property and issuing bonds, notes or other evidence
of indebtedness.

L.      Incurring such liabilities, obligations and expenses, and to
pay from the principal or the income of the Corporation's property all
such sums, as they shall deem necessary or proper, for the furtherance
of the purposes of the Corporation.

M.      Executing any and all instruments incidental or necessary to
carry out any of the foregoing powers.

N.      Entering into such arrangements, partnerships, joint ventures,
and/or relationships as may be appropriate to effectuating the
Corporations purposes.

Section 2.12.  Meetings

Meetings of the Steering Committee and the conduct thereof shall be as
follows:

A.      Annual Meeting. The Steering Committee shall meet annually
within seventy-two (72) hours of the Annual Meeting of the Members. At
such meeting the Steering Committee shall select a Presiding Officer, a
Financial Officer and a Recording Officer and such other officers as
they deem expedient.

B.      Regular Meetings. The Steering Committee shall meet regularly
at least once in each quarter of the fiscal year. No notice shall be
required if a regularly established date, time and place for such
meeting is established. Otherwise, notice of regular meetings of the
Steering Committee shall be given at least five (5) business days prior
to the day named for such meeting and shall specify the time and place
thereof.

C.      Special Meetings. Special meetings of the Steering Committee
shall be held upon the request of any two (2) Steering Committee
Members or upon the request of any other Committee. Such request shall
be to the Presiding Officer and/or Recording Officer and shall
delineate the matter, or matters, the requestors wish discussed and/or
acted upon. Such meetings shall be held upon three (3) business days'
notice to each Steering Committee Member stating the time, place and
purpose of the meeting.

D.      Waiver of Notice of Meetings. Any Steering Committee Member may
at any time waive notice of any meeting of the Steering Committee in
writing and the receipt of such waiver shall be deemed equivalent to
the giving of notice.

E.      Quorum / Action. At all meetings of the Steering Committee, a
majority of the Steering Committee Members shall constitute a quorum
for the transaction of business and, except as hereinafter specified,
the determination at a meeting at which a quorum is present (no proxies
being permissible) shall constitute the decision of the Steering
Committee. In such event as a majority of the Steering Committee
Members present determine that a matter is of such importance that the
full Steering Committee should be present, such determination shall be
postponed until a fully attended meeting may be convened. If at any
meeting of the Steering Committee less than a quorum is present, a
majority of those present may adjourn the meeting. Telephonic
participation shall be deemed presence. The Steering Committee may also
act without a meeting by instrument executed by all of their number.

F.      Rules. The Steering Committee shall adopt reasonable rules for
the conduct of its meetings as it shall determine.

Section 2.13.  Records

The Steering Committee shall cause to be kept detailed records of the
Corporation, including, but not limited to, minutes of the meetings of
the Steering Committee, minutes of the meetings of the Annual Meeting
of the Members and financial records and books of account of the
Corporation. In addition, the Steering Committee shall cause to be kept
detailed records of the actions of the Steering Committee, the
Corporation, or their appointees or agents taken on behalf of the
Corporation.

Section 2.14.  Annual Report

An annual report of the receipts and expenditures of the Corporation
shall be made at the end of each fiscal year by an independent,
disinterested, certified public accountant. The Steering Committee
shall cause this report to be made and a copy of said report to be sent
to each Member Household promptly after it is made. In addition, a copy
of said report shall be kept on file with the records of the
Corporation and shall be made available for inspection by the Members
and/or their authorized agents during reasonable business hours.

ARTICLE III

OFFICERS

The officers of the Corporation shall be the Presiding Officer, the
Financial Officer and the Recording Officer. The Steering Committee may
select additional officers as they deem appropriate. The Presiding
Officer, Financial Officer and Recording Officer shall be Steering
Committee Members, as shall other officers of the Corporation as may be
designated.

Section 3.1.  Selection and Removal of Officers

The officers shall be chosen annually at the Annual Meeting of the
Steering Committee and shall hold office at the discretion thereof or
until their successors are chosen. Any officer may be removed, either
with or without cause, at a regular or special meeting of the Steering
Committee called for that purpose, and at which eighty percent (80%) of
the Steering Committee Members are present (excepting the officer in
question), and his or her replacement chosen as herein provided.

Section 3.2.  Presiding Officer

The Presiding Officer shall be the chief executive officer of the
Corporation. He or she, or his or her designee, shall preside at all
meetings of the Membership of the Community Corporation and of the
Steering Committee. Subject to the direction and authorization of the
Steering Committee, he or she shall have all of the general powers and
duties which are incidental to the office of president of a business
corporation under the laws of Massachusetts.

Section 3.3.  Financial Officer

The Financial Officer shall have the responsibility for Corporation's
funds and securities, and such other funds and securities as are
entrusted to the Corporation, and shall be responsible for keeping full
and accurate financial records and books of account showing all
receipts and disbursements and for the preparation of required
financial data. He or she shall be responsible for the deposit of all
monies and other valuable effects in the name of the Corporation in
such depositories as may from time to time may be designated by the
Steering Committee, and he or she shall perform all duties incidental
to the office of Treasurer of a business corporation organized under
the laws of Massachusetts. No payment voucher shall be paid unless and
until approved by the Financial officer, or in his or her absence, by
the Assistant Financial officer, if any, or the Presiding Officer.

Section 3.4.  Recording Officer

The Recording Officer shall keep the minutes of all meetings of the
Membership of the Corporation and of the Steering Committee; shall have
charge of such books and papers as the Steering Committee may direct;
and shall perform all the duties incidental to the office of the Clerk
of a business corporation under the laws of Massachusetts and as
described elsewhere in the By-Laws of the Corporation.

Section 3.5.  Execution of Documents

All agreements, contracts, deeds, leases, checks and other instruments
of the Corporation shall be executed by such officer or officers of the
Corporation or by such other person(s) as may be authorized by the
Steering Committee, and in the absence of designation, by the Presiding
Officer and/or Financial Officer.

Section 3.6.  Compensation of Officers

No officer shall receive any compensation from the Corporation for
acting as such, except for reimbursement of necessary and duly incurred
expenses, and except as may be provided for in the same or similar
manner for the Steering Committee pursuant to Article II, Section 2.6
hereof.

Section 3.7.  Resignation

Any officer may resign at any time by giving written notice to the
Steering Committee, the Presiding officer or the Recording Officer. Any
such resignation shall take effect on the date of the receipt of such
notice or any later time specified therein.

Section 3.8.  No Personal Liability

The Presiding Officer, Financial Officer or Recording Officer shall not
under any circumstance or in any event be held liable or accountable
out of his or her personal assets or be deprived of compensation, if
any, by reason of any action taken, suffered or omitted in good faith,
in the reasonable belief that his or her action was in the best
interests of the Corporation, or for allowing one or more of the other
officers or committee members to have possession of the Corporation's
books or property, or be so liable, accountable or deprived of
compensation by reason of honest errors of judgment or mistakes of fact
or law or by reason of anything except his or her own personal and
willful malfeasance and defaults and/or such other conduct as would
exempt him or her from indemnification as provided in Section 3.10
hereof.

Section 3.9.  Officers May Deal With the Corporation

No Officer shall be disqualified by his or her office, or status, from
contracting or dealing, directly or indirectly, with the Corporation as
vendor, purchaser or otherwise because of his or her, interest in any
corporation, firm, trust, partnership or other organization connected
with such contracting or dealing, nor shall any such dealing, contract
or arrangement entered into with the Corporation in which any Officer
has an interest, be avoided nor shall any Officer so dealing or
contracting or being so interested be liable to account for any profit
realized by any such dealing, contract or arrangement by reason of such
Officer's holding office or of the fiduciary relation hereby
established, or by reason of such Officer's status, provided that the
Officer shall act in good faith and shall disclose the nature of his or
her interest before the dealing, contract or arrangement is entered
into.

Section 3.10.  Indemnification

The Corporation shall, to the extent legally permissible, indemnify
each Officer against all liabilities and expenses, including amounts
paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees, reasonably incurred by him or her in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which he or she may be
involved or with which he or she may be threatened, while in office, or
thereafter, by reason of his or her being or having been such an
Officer, except with respect to any matter as to which he or she shall
have been adjudicated in any proceeding to have acted in bad faith or
with willful misconduct or reckless disregard of his or her duties or
not to have acted in good faith in the reasonable belief that his or
her action was in the best interest of the Corporation. The right of
indemnification hereby provided shall not be exclusive of or affect any
other rights to which any Officer may be entitled herein or by contract
or otherwise under law. As used in this Section, the term "Officer"
includes his or her respective heirs, executors and administrators.
Nothing in this Section shall, however, be deemed to limit in any
respect the powers granted to any officer in these By-Laws. In 
furtherance hereof the Corporation shall maintain so called Officers
And Directors Liability Insurance in such amounts as the Steering 
Committee shall determine.

ARTICLE IV

COMMITTEES

Section 4.1.  Committee Formation

Committees may form on the initiative of any Member of the Corporation
or by decision of the Steering Committee or the Member Households.
Committees may be designated as official Committees by the Steering
Committee or the Member Households. The Steering Committee or the
Member Households may empower any Official Committee to make a single
decision or a class of decisions on behalf of the Corporation.

Section 4.2.  Standing Committees

There shall be maintained the following standing committees which shall
have the herein delineated functions.

A.      Finance Committee. The Finance Committee shall be responsible
for developing and submitting to the Steering Committee and/or the
Membership such plans, forecasts, proformas, budgets and similar items
as are necessary and proper to creating the Community contemplated
hereunder.

B.      Membership Committee. The Membership Committee shall be
responsible for, after due and proper investigations, recommending
Provisional and/or Full Membership in the Corporation. A recommendation
for Full Membership shall be only by unanimity of the Committee.

Section 4.3.  Committee Determinations

All deliberations and determinations by the committee shall be by
consensus as hereinafter provided. All procedural provisions hereof for
the Steering Committee shall, as relevant and not contrary to specific
provisions of this Article, apply to the Committees.

Section 4.4.  Committee Oversight

The Steering Committee shall oversee all Committees and may, at the
request of any Committee Member, or Member, intercede in the affairs of
the Committee if, in the Steering Committee's judgment, the welfare of
the Corporation is not being optimally served. Such intervention may
include helping in conflict resolution, altering the makeup of the
Committee or disbanding the Committee.

Section 4.5.  Committee Report

Each Committee shall report to the Steering Committee as its tasks and
duties warrant, as specified by the Steering Committee or at least
quarterly.

ARTICLE V

MEMBERS

Section 5.1.  Households and Members

Membership in the Corporation shall be on a Household basis and such
Household shall be entitled to all rights and responsible for all
obligations appurtenant to Membership. For the purposes of these
By-Laws a Household shall be defined as a group of individuals who have
declared to the Steering Committee their intention to live in a single
dwelling in the Community and who need not be related by kinship or
marriage. The determination of the existence and composition of a
Household shall reside with the Steering Committee.

Section 5.2.  Classes of Members

There shall be two classes of Members as follows:

A.      Full Members. Full Member Households include Initial Member
households (as defined in Section 5.3) and any other Households
subsequently granted Full Member status through the Corporation's
membership procedures. It is the intention of the Corporation that all
Full Member Households have the opportunity to purchase dwellings in
the community envisaged herein. In the event that the number of
Households exceeds the capacity of the chosen site, available spaces
will be offered first to Full Member Households. Full Members have the
right and obligation to participate in any or all decision making and
are obliged to pay all dues and assessments levied by the Corporation.

B.      Provisional Members. Upon being accepted for Membership by the
membership committee, a household shall have the status, for a period
of three (3) months, of Provisional Membership. Upon completion of this
period, the Membership Committee shall make a recommendation to the
Full Member Households for or against the granting of Full Member
status to the Provisional Member. The Membership Committee may,
alternatively, recommend the continuation of the Household's status as
a Provisional Member, which alternative may be proffered no more than
three (3) times. A Provisional Member shall be granted Full Member
status only upon consensus of the then full member households.
Provisional Member status may be continue as provided upon a vote of at
least fifty percent (50%) of the then Members. Discussion and voting on
Membership status shall be in the absence of a nominee. Provisional
Members have the right and are encouraged to participate in any or all
discussions of the Corporation, but shall be not entitled to make or vote
upon membership decisions. Provisional Members are obliged to pay all
dues and assessments with the exception of Earnest Money described in 
Section 9.2.

Section 5.3.  Initial Membership

The initial Members of the Corporation shall be those Households
presently involved in the purposes of the Corporation a list of which
is filed with the records of the Corporation.

Section 5.4.  Membership Nontransferable

Membership in the Corporation shall not be transferable in any manner,
form or degree.

Section 5.5.  Participation Of Individuals

The adult members of a Member Household of the Corporation (Members)
shall be entitled, and are expected, to fully participate in the
affairs of the Corporation, except as hereinafter provided in regard to
voting.

Section 5.6.  Voting

Each Member Household holds and is entitled to cast one vote. In such
case as there is more than one adult comprising a Household then, if
said adults can agree, one adult from the Household shall be designated
to cast the vote for that Household. The signature of one such adult
shall be deemed such designation. If, however, the said adults cannot
agree, each such adult shall have a vote equal to one divided by the
number of adults in the Household.

Section 5.7.  Annual Meeting

There shall be an annual meeting of the Corporation held on the first
Monday of February in each year, or within fourteen (14) days either
before or after such date, at such time and place as the Steering
Committee may designate. At such meeting the Steering Committee shall
report to the Members upon the affairs of the Corporation and conduct
elections. Such other business as may properly come before the Members
shall also be conducted.

A.      Quorum. A quorum for the purpose of conducting such business as
is within the purview of the Members shall exist if a majority of the
Member Households are present in person. If a quorum is not present,
then such business as may properly come before the Members and
necessitate their vote thereon may be conducted in the following
manner: The Steering Committee may mail to each Household a written
statement of such business matters together with a request for each
Household to cast its vote or votes by written instrument delivered to
the Recording officer. The Annual Meeting may be held without the
conduct of business -- that is, for the purpose of the Steering
Committee reporting on the affairs of the Corporation -- without a
quorum being present.

B.      Notice. Notice of the Annual Meeting, specifying the time and
place thereof, shall be given at least fourteen (14) days prior
thereto.

Section 5.8.  Other Meetings

The Steering Committee may from time to time, upon at least seven (7)
days' notice, convene a meeting of the Member Households for such
purpose as they may deem appropriate. Notice of such meetings shall
specify the time, place and purpose thereof.

Section 5.9.  Special Meetings

Special meetings may be convened upon the request of at least ten
percent (10%) of the Member Households for the purpose of making known
to the Steering Committee such matters as said Member Households
desire. A request for such a Special Meeting shall be to the Presiding
Officer and/or Recording Officer and signed by the Members having the
above specified votes and shall specify the matter to be discussed
and/or determined. Such a meeting shall be held within fourteen (14)
days' of the receipt of such request and upon at least seven (7) days'
notice specifying the time, place and purpose of said meeting. The
Member Households shall be entitled at any such meeting, or at any
other meeting, to overturn any determination of the Steering Committee,
or any other Committee or to direct them to undertake specific acts or
things.

Section 5.10.  Rules

The Member Households shall adopt reasonable rules for the conduct of
Members' meetings as they shall determine.

ARTICLE VI

CONSENSUS

It is intended that, to the extent possible, all decisions of the
Corporation, its Members, Committees and the Steering Committee shall
be by consensus. Decision making of the Corporation will be upon a
modified consensus basis as follows: The meeting -- that is, the
Members, Committee or Steering Committee -- shall first attempt to make
its decision by consensus of its quorum. A consensus is deemed reached
if all of the quorum present agree to the adoption of the proposal, or
stand aside. Every effort shall be made to reach such a consensus with
compromises and adjustments being made appropriately. The meeting
chairperson shall, at proper junctures as a consensus emerges, restate
the determination emerging.

If consensus cannot be reached within the time allotted for
consideration of a proposal at a single meeting, the proposal is tabled
until a subsequent meeting. If no consensus can be reached after a
proposal has been considered for at least thirty minutes at each of
three meetings, with at least eighteen hours between such meetings, the
proposal shall be deemed deadlocked. Thereupon, at such third or any
subsequent meeting, any Member present may move to vote, and a vote
will be taken if at least two-thirds of the Households represented
agree to vote. The proposal shall then be voted upon subject to the
specific voting requirements herein provided, or if none be so
provided, then upon at least a two-thirds vote of the Households
represented at the meeting. If no vote is taken on a deadlocked
proposal, the proposal will continue to be considered at subsequent
meetings until a consensus to accept or reject the proposal is reached
or a vote is taken. If consensus cannot be reached on a proposal which
is too urgent to postpone to the next scheduled meeting, an emergency
meeting or meetings can be called, by a majority vote of the households
present, in order to continue discussion of the proposal at the 
earliest possible date.  In the case of such an emergency meeting, the 
normal requirement of seven days notice before meetings is waived. If
the emergency meeting is less than eighteen hours after the end of 
another meeting where the proposal was discussed, it shall be 
considered an extension of the previous meeting for the purposes of 
determining the existence of deadlock.

Recognizing that certain decisions are of such a magnitude and/or
import that the consensus or vote of a quorum is inappropriate, at any
time during the consideration of a proposal, if a majority of the
quorum present agree, the matter will be tabled until the Households
not represented are contacted to give their approval or until a meeting
of the full Membership, Committee or Steering Committee, as
appropriate, can be convened whereupon this consensus procedure shall
be followed.

ARTICLE VII

CORPORATION EXPENSES

Section 7.1.  Corporation Expenses

The costs and expenses incurred in the furtherance of the Corporation's
purposes (Corporation Expenses) shall be paid from the funds of the
Corporation. Such funds shall be raised by assessments levied upon the
Members by the Steering Committee subject, however, to the following
limitations:

A.      All assessments shall be made equally to each Member Household;
provided, however, that if a Household is comprised such that there is
a single adult, such Household shall be assessed at seventy-five
percent (75%). For example, if an assessment of one hundred dollars
($100.00) per Member Household is levied, a Household which has but one
adult shall be assessed seventy-five dollars ($75.00).

B.      The Steering Committee may approve Corporate Expenses of no
more than two hundred dollars ($200.00) for any one Expense.

C.      Other Committees may approve Corporate Expenses of no more than
fifty dollars ($50.00) for petty expenses, which shall for these
purposes mean day to day expenses such as postage, meeting space cost,
copying, etc.

D.      All other Corporate Expenses shall require the approval of the
Members at a duly held meeting; provided however that the Members may
by telephone poll approve a Corporate Expense not in excess of one
thousand dollars ($1,000.00).

Section 7.2.  Standing Assessment (Dues)

A standing assessment (dues) shall be deemed to exist of one hundred
sixty dollars ($160.00) per fiscal year (one hundred twenty dollars
($120.00) for a single adult Household) payable on the first day of
each quarter.

Section 7.3.  Insurance

The Steering Committee shall obtain and maintain adequate and
appropriate insurance coverages commensurate with the activities of the
Corporation and as required by these By-Laws. The cost of such
insurance shall be a Corporate Expense. Such insurances shall in events
include the following:

A.      Fidelity insurance fully insuring all funds of the Corporation
and/or those in its possession, custody and/or control;

B.      Directors and officers liability insurance; and

C.      General liability insurance.

ARTICLE VIII

WITHDRAWAL AND EXPULSION

Section 8.1.  Withdrawal

A Member Household may withdraw from the Corporation at any time upon
notice delivered to the Steering Committee, the Presiding Officer or
the Recording Officer. If a Household with Full Member status withdraws
before purchase of a home in the community, it shall be entitled to a
refund of all assessments paid, plus interest at one half a percent
(1/2%) per month, less the sum of five hundred dollars ($500.00). Such
refund shall be due and payable 90 days from the date the community
envisioned hereunder is fully occupied.

Upon withdrawal or the denial of Full Member status, a Household with
Provisional Member status shall be entitled to a refund of all
assessments paid. No interest or earnings shall be due thereon. Such
refund shall be due and payable 90 days from the date of withdrawal or
the denial of Full Member status.

Section 8.2.  Expulsion

The Membership Committee, the Steering Committee and/or such number of
Member Households as are required for the calling of a Special Meeting,
may recommend to the Presiding Officer or Recording Officer the
expulsion of a Member Household. Thereupon a Special Meeting of the
Members shall be convened to consider such recommendation. At such
meeting a Member Household may be expelled upon consensus or, failing
that, the vote of seventy-five percent (75%) of the other Member
Households. The Member Household being considered for expulsion shall
not be entitled to participate in such meeting other than to be
accorded the opportunity to make a presentation. Upon expulsion the
Member Household shall be entitled to a refund of assessments paid as
if said Member Household had withdrawn from the Corporation.

ARTICLE IX

COST OF DEVELOPMENT OF COMMUNITY

Section 9.1.  Return On Investment

It is intended that the Member Households of the Corporation will be
all, or a majority of, the initial occupants of the Community to be
created. As Member Households shall join the Corporation at differing
times the assessments paid will vary. As these assessments are intended
to defray part of the cost of developing the Community, and in that
each Member Households' monetary investment will be different, at the
time of purchase of a home by a Member Household such Member Household
shall be credited with an amount equal to the Member Household's
contribution (See Article VII) with imputed interest at six percent
(6%) per annum compounded monthly from the date of payment.

Section 9.2.  Earnest Money

In order to demonstrate the seriousness and commitment of the Member
Households to lending institutions, developers, realtors, potential
sellers of the land, etc., it is appropriate that the Member Households
evidence such by depositing the sum of one thousand dollars ($1,000.00)
(seven hundred fifty dollars ($750.00) for a single adult Household)
with the Corporation within ninety (90) days of being granted Full
Member status. Such funds shall be held in escrow by Corporation in a
separate segregated account(s) in a Federally insured institution, or
institutions, in amounts not to exceed such insurance limits by the
Corporation as escrow agents for the Member Household. Each Household's
contribution shall remain the property of the Member Household and may
not be utilized without the Member Household's consent. Upon withdrawal
or expulsion from the Corporation or dissolution of the Corporation,
such contribution shall be refunded to the Member Household(s) without
interest.

ARTICLE X

DISSOLUTION

The Corporation may be dissolved upon consensus or, failing that, the
vote of seventy-five percent (75%) of the Members at a Special Meeting
of the Members called to consider such. Thereupon, or upon dissolution
for any other reason, the affairs of the Corporation shall be woundup
and the funds of the Corporation applied as follows:

A.      First, to pay all creditors.

B.      Second, to reimburse the Members for their assessments
proportionally to their payments.

ARTICLE XI

AMENDMENT OF BY-LAWS

These By-Laws may be modified or amended by consensus of the Member
Households.

ARTICLE XII

MISCELLANEOUS

Section 12.1.  Notice Procedure

Whenever under the provisions of these By-Laws notice is required to be
given to the Steering Committee, the Corporation, any Officer or any
Member, it shall not be construed to mean personal notice; and such
notice may be given in writing, either by mail by depositing the same
in a post office or letter box in a postpaid sealed wrapper, addressed
to the proper party at such address as appears on the books of the
corporation, provided that such mailing is made in the United States of
America certified mail, or by attested to delivery to such person.
Notice shall be deemed given as of the date of mailing or as of the
date of delivery, respectively.

Section 12.2.  Waiver of Notice

Whenever any notice is required to be given by law or under the
provisions of these By-Laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed the equivalent thereof.

Section 12.3.  Office of the Corporation

The office of the Corporation and of the Steering Committee of the
Corporation shall be located at such location in the Commonwealth of
Massachusetts as may be selected from time to time by the Steering
Committee.

Section 12.4.  Fiscal Year

The fiscal year of the Community Corporation shall be the calendar
year. The Steering Committee may change such fiscal year as they, in
their discretion, determine is appropriate.

Section 12.5.  Certificates of Membership

The Steering Committee may provide for the issuance of Certificates of
Membership in the Corporation in a form which it shall determine. One
such Certificate shall be issued for each Member Household and shall
contain the name and address of the adult member or members of the
Household. The date of issuance of the Certificate shall be entered in
the records of the Corporation by the Recording Officer.

Section 12.6.  Documents Available for Review

Copies of the Articles of the Organization of the Corporation, the
By-Laws of the Corporation and the books of account and records of the
Corporation, shall be made available for inspection by the Members, or
their authorized agents, during reasonable business hours.

Section 12.7.  Invalidity

The invalidity of any part of these By-Laws shall not impair or affect
in any manner the validity, enforceability or effect of the balance of
the By-Laws of the Corporation, unless such invalidity is to the
essence hereof.

Section 12.8.  Captions

The captions herein are inserted only as a matter of convenience and
for reference, and in no way define, limit or describe the scope of the
By-Laws of the Corporation or the intent of any provisions thereof.

Section 12.9.  Gender

The use of the masculine gender in these By-Laws shall be deemed to
include the feminine and neuter gender, and the use of the singular
shall be deemed to include the plural and vice versa, whenever the
context so requires.

Section 12.10.  Waiver

No restriction, condition, obligation, or provision contained in these
By-Laws shall be deemed to have been abrogated or waived by reason of
any failure to enforce the same, irrespective of the number of
violations or breaches thereof which occur.

Section 12.11.  Supersedes

The provisions of these By-Laws are intended to and shall supercede any
agreements and/or understandings of the Initial Members.

END OF NEW VIEW NEIGHBORHOOD DEVELOPMENT CORPORATION BYLAWS

Duly adopted by consensus by the New View Neighborhood Development
Corporation this sixth day of January, 1992.



	___________________________________________

	Recording Officer