FORWARD TREASURY LOCK AGREEMENT
                         -------------------------------
                          Amended on December 17, 1997
                         -------------------------------

     WHEREAS, Gables Realty Limited Partnership ("Counterparty") wishes to defer
the  fixing  of the  effective  cost to it of its  financings  based on  current
interest rates and J.P.  Morgan  Securities Inc.  ("JPMS"),  is willing to enter
into this Forward  Treasury Lock  Agreement,  dated as of September 22, 1997 and
amended on December 17, 1997 to enable Counterparty to do so.

     NOW, THEREFORE, Counterparty and JPMS hereby agree as follows:

1.   DEFINITIONS:  As used in this Agreement, the following terms shall have the
     following meanings:

     (a)  This "Agreement" shall mean this Forward Treasury Lock Agreement.

     (b)  The  "Determination  Date" shall mean the day specified below opposite
          the term  "Determination  Date".  JPMS may, upon written notice to and
          with the  consent  of  Counterparty,  change the  Determination  Date.
          Counterparty  may also,  upon  written  notice to and with  consent of
          JPMS, change the Determination Date.

     (c)  The  "Notional  Principal"  shall  mean that  amount  specified  below
          opposite the term "Notional Principal".

     (d)  The "Offer Price" for the Reference Treasury on any day shall mean the
          spot  "offer"  price for the  Reference  Treasury  less JPMS'  hedging
          costs,  expressed as a  percentage,  all as  determined by JPMS in its
          reasonable good faith judgment.

     (e)  The  "Payment  Amount"  on any day shall  mean an amount  equal to the
          product of (i) the  difference of the Reference  Price minus the Offer
          Price for the  Reference  Treasury on such day  multiplied by (ii) the
          Notional Principal.

     (f)  The  "Reference  Price"  for the  Reference  Treasury  shall mean that
          price,  expressed as a percentage,  specified  below opposite the term
          "Reference Price".

     (g)  The "Reference Treasury" shall mean the United States Treasury Bill or
          Note having the interest rate and maturity  specified  below  opposite
          the term "Reference Treasury".

     (h)  The "Settlement  Date" shall mean the day specified below opposite the
          term "Settlement Date".

2.   PAYMENT:  The parties  hereto agree that on the  Settlement  Date a payment
     shall be made equal to the Payment Amount on the Determination Date. If the
     Payment  Amount is a positive  number,  MGT shall pay the Payment Amount to
     Counterparty.  If such Payment  Amount is a negative  number,  Counterparty
     shall pay the absolute value of such Payment Amount to MGT.

3.   DEFAULT; SET-OFF:   In the event a party (the "Defaulting Party") shall (i)
     fail to make the  payment  due to Section 2 hereof,  or (ii) have an Act of
     Insolvency  (as defined below) occur in respect of it, the other party (the
     "Non-Defaulting  Party") shall have the right,  without notice or demand of
     any kind, to (A) set-off and apply to such Defaulting  Party's  obligations
     all property of the Defaulting Party held by the  Non-Defaulting  Party and
     all  liabilities  of and amounts  owed by the  Non-Defaulting  Party to the
     Defaulting  Party,  whether  matured  or  unmatured,  and  whether  arising
     hereunder or under any other agreement or transaction  between the parties,
     and (B) in the case of an Act of Insolvency, establish a Determination Date
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                                     Page-2

     as of the  date of  default  in  which  case the  Payment  Amount  shall be
     immediately   payable.   The  Defaulting  Party  shall  be  liable  to  the
     Non-Defaulting  Party  for  the  Payment  Amount  and  the  amount  of  all
     reasonable  legal  and  other   professional   expenses   incurred  by  the
     Non-Defaulting  Party in connection with or as a consequence of an Event of
     Default, together with interest thereon at LIBOR plus 2%.

     "Act  of  Insolvency",  with  respect  to any  party,  shall  mean  (i) the
     commencement  by such party as debtor of any case or  proceeding  under any
     bankruptcy,   insolvency,    reorganization,    liquidation,    moratorium,
     dissolution,  delinquency  or  similar  law,  or  such  party  seeking  the
     appointment or election of a receiver,  conservator,  trustee, custodian or
     similar official for such party or any substantial part of its property, or
     the convening of any meeting of creditors for the purpose of commencing any
     such case or proceeding or seeking such an  appointment  or election,  (ii)
     the  commencement  of any such case or  proceeding  against such party,  or
     another  seeking such an appointment  or election,  or the filing against a
     party of an application for a protective decree under the provisions of the
     Securities  Investor  Protection Act of 1970,  which (a) is consented to or
     not timely  contested  by such party,  (b) results in the entry of an order
     for  relief,  such  an  appointment  or  election,  the  issuance  of  such
     protective  decree or the entry of an order having a similar effect, or (c)
     is not dismissed  within 15 days,  (iii) the making by a party of a general
     assignment  for the benefit of creditors,  or (iv) the admission in writing
     by a party of such  party's  inability  to pay such  party's  debts as they
     become due.

4.   NO ASSIGNMENT:  The  Counterparty may not, without prior written consent of
     JPMS, assign,  transfer or set over to another, in whole or in part, any or
     all of its benefits,  rights,  duties and obligations under this Agreement,
     and any such purported assignment shall be null and void.

5.   EARLY TERMINATION BY AGREEMENT:  At any time,  either party shall have the
     right by notice to the other to request  that the  parties  negotiate  with
     respect to the  termination  of this  Agreement.  In such case, the parties
     shall promptly negotiate in good faith with respect to an early termination
     date and the amount, if any, payable by one party to the other, as the case
     may be,  in  satisfaction  for  such  early  termination.  Any  such  early
     termination and all terms thereof shall be subject to the mutual  agreement
     of  the  parties,  and  each  party  shall  have  complete  and  unfettered
     discretion as to its agreement to a proposed termination.

6.   COUNTERPARTS: This Agreement may be executed in counterparts, each of which
     will be deemed an original.

7.   GOVERNING LAW AND JURISDICTION:   This  Agreement  shall be governed by and
     construed  in  accordance  with the law of the  State  of New York  without
     reference to choice of law doctrines. This Agreement,  including settlement
     and  delivery,  shall  be  subject  to the  rules  and  regulations  of the
     appropriate  self-regulatory   organizations  and  the  federal  and  state
     securities laws.

8.   MISCELLANEOUS:   This  Agreement   constitutes  the  entire  agreement  and
     understanding  of the  parties  with  respect  to its  subject  matter  and
     supercedes all oral  communication and prior writings with respect thereto.
     No amendment,  modification  or waiver in respect of this Agreement will be
     effective  unless  in  writing  and  executed  by  each of the  parties  or
     confirmed by an exchange of any rights,  powers,  remedies  and  privileges
     provided  by law. A failure  or delay in  exercising  any  right,  power or
     privilege  will not be  presumed  to  preclude  any  subsequent  or further
     exercise of any other right, power or privilege.  The headings used in this
     Agreement are for  convenience  of reference only and are not to affect the
     construction  of or to be taken into  consideration  in  interpreting  this
     Agreement. Should any part of this Agreement be held void and unenforceable
     it shall not affect any other part of this Agreement.
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                                     Page-3



             Reference Treasury:                    7 7/8% of November 15, 2004
             Notional Principal:                    USD 75,000,000
             Agreement Date:                        September 22, 1997
             Amendment Date:                        December 17, 1997
             Determination Date:                    February 13, 1998
             Settlement Date:                       February 17, 1998
             Reference Yield:                       6.121%

             Reference Price:                       109 - 17 3/4



 The Office of JPMS for this transaction is:

    Morgan Guaranty Trust Company of New York
    60 Wall Street
    New York, New York 10260

 For Treasury Lock information only:
    Facsimile Transmission Number: (212)-648-5088
    Telephone Number: (212) 648-6712
    Attention:   Bob Candella

If you are in agreement with the foregoing,  please  complete the signature line
below and return to Bob Candella via facsimile at (212) 648-5088  (Phone:  (212)
648-6712).



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized officers as of the date specified on the first
page of this Agreement.




Gables Realty Limited Partnership           J.P. MORGAN SECURITIES, INC.

By:   /s/ Marvin R. Banks, Jr.              By:    /s/ Jason Manske
      --------------------------               ------------------------
Name:    Marvin R. Banks, Jr.               Name:  Jason Manske

Title:   Senior Vice President              Title:   Vice President

Address:  2859 Paces Ferry Rd.              Address:  60 Wall Street
          Suite 1450                                  New York,  NY  10260
          Atlanta,  GA  30339