CERTIFICATE OF DESIGNATION
            CLASSIFYING AND DESIGNATING A SERIES OF PREFERRED SHARES
                                       AS
                      SERIES A CONVERTIBLE PREFERRED SHARES
                                       OF
                       VININGS INVESTMENT PROPERTIES TRUST


     The  Board  of  Trustees  of  VININGS   INVESTMENT   PROPERTIES   TRUST,  a
Massachusetts business trust (the "Trust"), DO HEREBY CERTIFY:

     FIRST:  Pursuant to the authority  conferred  upon the Board of Trustees by
Section 6.1.1 of the Third Amended and Restated  Declaration  of Trust,  on July
28, 1999 the Board of Trustees of the Trust has duly classified and designated a
series of 2,050,000 Preferred Shares as "Series A Convertible Preferred Shares."

     SECOND: The following is a description of the voting powers,  designations,
preferences  and relative,  participating,  optional and other  special  rights,
powers and duties of the Series A Convertible Preferred Shares:

     SECTION 1. DESIGNATION AND NUMBER. A series of preferred shares  designated
as the "Series A Convertible  Preferred  Shares" (par value $.01 per share) (the
"Series A Convertible  Preferred Shares") is hereby  established.  The number of
authorized  shares of Series A Convertible  Preferred Shares  constituting  such
series shall be 2,050,000.

     SECTION 2.  RANKING.  As to the  payment of  dividends  and  distributions,
including upon a Triggering  Event,  the Series A Convertible  Preferred  Shares
shall rank as set forth in this  Section 2. The Series A  Convertible  Preferred
Shares shall rank senior to (i) all Shares that are not  designated as Preferred
Shares of the Trust and (ii) all Shares that are designated  Preferred Shares of
the  Trust  ranking  junior  to  the  Series  A  Convertible   Preferred  Shares
(collectively "Junior Shares").  The Series A Convertible Preferred Shares shall
rank junior to all Preferred Shares of the Trust designated as ranking senior to
the Series A Convertible Preferred Shares (collectively,  "Senior Shares").  The
Series A Convertible  Preferred Shares shall rank on a parity with all Preferred
Shares  other  than  Junior  Shares  and Senior  Shares  (collectively,  "Parity
Shares").  Notwithstanding  the  foregoing,  the Trust  shall not  authorize  or
create,  or increase the  authorized  or issued amount of any class or series of
Series A  Convertible  Preferred  Shares or  reclassify  any Shares  into Senior
Shares,  or create,  authorize or issue any obligations or security  convertible
into or  evidencing  the right to purchase  any Series A  Convertible  Preferred
Shares, except as provided in Section 8(a).
<PAGE>
     SECTION 3.  DIVIDENDS  AND  DISTRIBUTIONS.  (a) Payment of  Dividends.  The
holders of Series A  Convertible  Preferred  Shares shall be entitled to receive
cumulative  preferential  cash  dividends  at the rate per annum of $0.4675  per
Series A Convertible Preferred Share. Such dividends shall be cumulative,  shall
accrue from the Original  Issuance  Date and shall be payable (i) in  semiannual
installments  in arrears,  on the  fifteenth day (or, if not a Business Day, the
next succeeding  Business Day) of February and August of each year commencing on
August  15,  1999 and,  in the  event of a  conversion  of Series A  Convertible
Preferred  Shares,  on the conversion date (the "Dividend  Payment  Date").  The
amount of the dividend  payable for any period shall be computed on the basis of
a 360-day year of twelve  30-day  months and for any period  shorter than a full
semiannual  period for which dividends are computed,  the amount of the dividend
payable  shall be computed on the basis of the actual  number of days elapsed in
such a 30-day month. If any date on which dividends are to be paid on the Series
A  Convertible  Preferred  Shares is not a Business  Day,  then  payment of such
dividend  shall be made on the next  succeeding  day that is a Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Business Day is in the next succeeding calendar year, such payment shall
be made on the  immediately  preceding  Business Day, in each case with the same
force and effect as if made on such date.  Dividends on the Series A Convertible
Preferred  Shares  shall  be made to the  holders  of  record  of the  Series  A
Convertible  Preferred  Shares on the  relevant  record dates to be fixed by the
Trust,  which  record  dates  shall be the same day as the  record  date for any
dividend  payable on Junior Shares,  with respect to the same period,  or, if no
such  dividend  is payable in respect of the Junior  Shares,  the 1st day of the
calendar  month in which the  applicable  dividend falls or on such earlier date
designated  on at least ten (10) days'  notice by the Board of  Trustees  of the
Trust as the record date for such dividend that is not more than thirty (30) nor
less than ten (10) days prior to such Dividend Payment Date (the "Record Date").

     (b) Dividends  Cumulative.  Dividends on the Series A Convertible Preferred
Shares shall accrue  whether or not the terms and provisions of any agreement of
the Trust,  including any  agreement  relating to its  indebtedness  at any time
prohibit  the  current  payment  of  dividends,  whether  or not there are funds
legally  available  for the  payment of such  dividends  and whether or not such
dividends  are  authorized.  Accrued  but  unpaid  dividends  on  the  Series  A
Convertible Preferred Shares shall accumulate as of the Dividend Payment Date on
which they first become  payable.  If cash dividends on the Series A Convertible
Preferred  Shares are in  arrears  and unpaid for a period of sixty (60) days or
more,  then an  additional  amount of  dividends  shall accrue on such amount in
arrears  at a rate equal to fifteen  percent  (15.00%)  per annum (the " Default
Rate")  from the  applicable  Dividend  Payment  Date until paid.  Any  dividend
payment  made on the  Series  A  Convertible  Preferred  Shares  shall  first be
credited  against any accrued but unpaid dividends with respect to such Series A
Convertible  Preferred Shares and then to any current  dividends  required to be
paid.

     (c) Priority as to  Distributions.  (i) So long as any Series A Convertible
Preferred  Shares are  outstanding,  no  distribution  of cash or other property
shall be authorized,  declared, paid or set apart for payment on or with respect
to any class or series of Junior Shares, nor shall any cash or other property be
<PAGE>
set aside for or applied to the purchase,  redemption or other  acquisition  for
consideration of any Series A Convertible  Preferred Shares, or any Shares other
than Senior Shares,  unless, in each case, all distributions  accumulated on all
Series A Convertible  Preferred Shares and Parity Shares have been paid in full.
In determining whether to make any distributions  pursuant to this Section 3(c),
the Board of  Trustees of the Trust shall  conservatively  forecast  future cash
flow requirements as to the ability to satisfy its obligations to the holders of
the Series A Convertible  Preferred  Shares.  The foregoing  sentence  shall not
prohibit (a) distributions  payable solely in Junior Shares,  (b) the conversion
of  Junior  Shares  into  Shares  ranking  junior  to the  Series A  Convertible
Preferred Shares, or (c) the redemption of Shares  corresponding to any Series A
Convertible Preferred Share, Parity Share or Junior Share to be purchased by the
Trust  pursuant to Section  6.12 of the  Declaration  of Trust to  preserve  the
Trust's status as a real estate investment trust,  provided that such redemption
shall be upon the same terms as the  corresponding  purchase pursuant to Section
6.12 of the Declaration of Trust.

          (ii) So long as  distributions  have not  been  paid in full (or a sum
     sufficient for such full payment is not irrevocably  deposited in trust for
     payment)  upon the  Series A  Convertible  Preferred  Shares and all Parity
     Shares,  all  distributions   authorized  and  declared  on  the  Series  A
     Convertible  Preferred Shares and all Parity Shares shall be authorized and
     declared so that the amount of  distributions  authorized  and declared per
     Series A  Convertible  Preferred  Share and per Parity  Share  shall in all
     cases  bear to each other the same ratio  that  accrued  distributions  per
     Series A  Convertible  Preferred  Share and per  Parity  Share bear to each
     other.

     (d) Prohibition on  Distribution.  No distributions on Series A Convertible
Preferred  Shares  shall be  authorized  by the  Trust or paid or set  apart for
payment  by the  Trust at any  such  time as the  terms  and  provisions  of any
agreement of the Trust or the  Operating  Partnership,  including  any agreement
relating to its indebtedness,  prohibits such authorization,  payment or setting
apart for payment or provides that such authorization,  payment or setting apart
for payment would constitute a breach thereof or a default thereunder, or to the
extent that such  authorization  or payment shall be restricted or prohibited by
law. No such agreement  prohibiting  such payments prior to default exists as of
the date hereof and except as provided in Section 8(a), no agreement prohibiting
such payments shall be entered into,  provided,  however,  that the Trust and/or
the Operating  Partnership have and in the future may enter into agreements that
require the Trust or the Operating Partnership to maintain cash reserves.

     (e) No Further  Rights.  Holders of Series A Convertible  Preferred  Shares
shall not be  entitled  to any  distributions,  whether  payable in cash,  other
property or otherwise, in excess of the full cumulative  distributions described
herein.

     SECTION 4. LIQUIDATION PROCEEDS. (a) Upon the occurrence of (i) a voluntary
sale, lease or transfer (for cash, shares, securities or other consideration) of
all or substantially all the assets of the Trust, the Operating Partnership,  or
all of the Property Partnerships to any Person, (ii) the consolidation or merger
of the Trust,  the Operating  Partnership,  or all of the Property  Partnerships
(but only if such  entity is not the  surviving  entity and the  holders of such
<PAGE>
entity's equity  securities before such event hold less than fifty percent (50%)
of the survivor's  equity  securities after such event) with or into any Person,
or (iii) a dissolution or winding up, voluntary or involuntary of the Trust, the
Operating Partnership,  or all of the Property Partnerships (each, a "Triggering
Event"), the holders of Series A Convertible  Preferred Shares shall be entitled
to receive out of the assets of the Trust legally  available for distribution or
the proceeds thereof, after payment or provision for debts and other liabilities
of the Trust,  but before any payment or  distributions  of the assets  shall be
made  to  holders  of  Junior  Shares,  an  amount  equal  to  the  sum of (i) a
liquidation  preference  in an amount  equal to $4.46 per  Series A  Convertible
Preferred Share, or if a Triggering Event occurs prior to the first  anniversary
of the Original  Issuance Date, $4.25 per Series A Convertible  Preferred Share,
and (ii) an amount equal to any  accumulated and unpaid  distributions  thereon,
whether or not  declared,  to the date of payment  (together,  the  "Liquidation
Preference").  In the  event of any  conflict  between  the  provisions  of this
Section 4 and Article VI of the  Declaration  of Trust,  the  provisions of this
Section 4 shall control.

     (b) Notice.  Written  notice of any Triggering  Event,  stating the payment
date or dates when, and the place or places where, the amounts  distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail, postage pre-paid,  not less than thirty (30) and not more than sixty
(60) days prior to the payment date stated therein, to each record holder of the
Series A  Convertible  Preferred  Shares  at the  respective  addresses  of such
holders as the same shall appear on the transfer records of the Trust.

     (c) No Further Rights.  After payment of the full amount of the Liquidation
Preference  to which they are  entitled,  the  holders  of Series A  Convertible
Preferred  Shares shall have no right or claim to any of the remaining assets of
the Trust (it being  understood that such holder may have  additional  rights or
claims to the  remaining  assets of the  Trust as a result of its  ownership  of
Shares of other classes or series).

     SECTION 5.  OPTIONAL  REDEMPTION.  (a) Right of  Optional  Redemption.  The
Series A  Convertible  Preferred  Shares may not be redeemed  prior to the third
anniversary of the Original  Issuance Date;  provided,  however,  that the Trust
may, in its sole  discretion,  redeem any Series A Convertible  Preferred Shares
prior to such third  anniversary  to the extent that the proceeds  used for such
redemption are obtained from the sale or refinancing of a property.  On or after
the third  anniversary  of the Original  Issuance Date, the Trust shall have the
right to redeem the Series A Convertible  Preferred  Shares, in whole but not in
part, at any time or from time to time,  and prior to such third  anniversary to
the extent of available proceeds from property sales or refinancings  unless the
Board of Trustees of the Trust has determined  that such proceeds are to be used
in an exchange  pursuant to Section 1031 of the Internal  Revenue Code the Trust
shall redeem the Series A Convertible  Preferred Shares pro rata,  except to the
extent that any holder of such Series A Convertible Preferred Shares has elected
not to have his,  her or its pro rata  share of Series A  Convertible  Preferred
Shares redeemed, in each case upon not less than thirty (30) nor more than sixty
(60) days'  written  notice,  at a redemption  price (the  "Redemption  Price"),
payable in cash equal to the  Liquidation  Preference  that the holder  would be
entitled to receive on the date fixed for redemption.
<PAGE>
     (b)  Procedures  for  Redemption.  (i) Notice of redemption (a  "Redemption
Notice")  will be (a) faxed,  and (b) mailed by the Trust,  by  certified  mail,
postage  prepaid,  not less than thirty (30) nor more than sixty (60) days prior
to the redemption  date,  addressed to the  respective  holders of record of the
Series A  Convertible  Preferred  Shares at their  respective  addresses as they
appear  on the  records  of the  Trust.  No  failure  to give or  defect in such
Redemption  Notice  shall  affect  the  validity  of  the  proceedings  for  the
redemption of any Series A Convertible  Preferred Shares except as to the holder
to whom such  Redemption  Notice was defective or not given.  In addition to any
information  required by law, each such Redemption  Notice shall state:  (v) the
redemption  date, (w) the Redemption  Price,  (x) the place or places where such
Series A Convertible  Preferred  Shares are to be surrendered for payment of the
Redemption Price, (y) that  distributions on the Series A Convertible  Preferred
Shares to be redeemed shall cease to accumulate on such  redemption date and (z)
that  payment  of the  Redemption  Price  will be  made  upon  presentation  and
surrender of such Series A Convertible Preferred Shares.

          (ii) If the Trust  gives a  Redemption  Notice in  respect of Series A
     Convertible  Preferred Shares (which Redemption Notice will be irrevocable)
     then, by 12:00 noon, New York City time, on the redemption  date, the Trust
     will  deposit  irrevocably  in  trust  for  the  benefit  of the  Series  A
     Convertible  Preferred  Shares being redeemed  funds  sufficient to pay the
     applicable  Redemption  Price and will give  irrevocable  instructions  and
     authority  to pay such  Redemption  Price to the  holders  of the  Series A
     Convertible  Preferred  Shares upon  surrender of the Series A  Convertible
     Preferred  Shares by such holders at the place  designated in the notice of
     redemption.  On and after the date of redemption,  distributions will cease
     to  accumulate  on the Series A  Convertible  Preferred  Shares or portions
     thereof  called for  redemption,  unless the Trust  defaults in the payment
     thereof. If any date fixed for redemption of Series A Convertible Preferred
     Shares is not a Business Day, then payment of the Redemption  Price payable
     on such date will be made on the next succeeding day that is a Business Day
     (and  without any  interest or other  payment in respect of any such delay)
     except that,  if such Business Day falls in the next  calendar  year,  such
     payment will be made on the  immediately  preceding  Business  Day, in each
     case  with the same  force and  effect  as if made on such  date  fixed for
     redemption.  If payment of the Redemption  Price is improperly  withheld or
     refused  and  not  paid  by the  Trust,  distributions  on  such  Series  A
     Convertible  Preferred Shares will continue to accumulate from the original
     redemption  date to the date of payment,  in which case the actual  payment
     date will be  considered  the date fixed for  redemption  for  purposes  of
     calculating the applicable Redemption Price.

     SECTION 6. CONVERSION.  (a) Each Series A Convertible Preferred Share, may,
at the option of the holder thereof, be converted, in whole or in part, into one
Common  Share at any time on or after  the  first  anniversary  of the  Original
Issuance  Date,  whether or not the Trust has given a  Redemption  Notice  under
Section  5,  on  the  terms  and   conditions  set  forth  in  this  Section  6.
Notwithstanding  the  foregoing,  if a holder  elects to  convert  its  Series A
Convertible  Preferred  Shares into Common Shares,  the Company may, in its sole
and absolute  discretion,  elect to purchase  directly and acquire such Series A
Convertible  Preferred  Shares by paying to such holder the fair market value of
the Series A  Convertible  Preferred  Shares on the day prior to the  conversion
date as determined in good faith by the Board of Trustees of the Trust.
<PAGE>
     (b) The holder of any Series A  Convertible  Preferred  Shares may exercise
its right to convert  such  Series A  Convertible  Preferred  Shares into Common
Shares (having the same economic rights as the Common Shares  outstanding on the
date of this Certificate of Designation) by surrendering for such purpose to the
Trust, at its principal  office or at such other office or agency  maintained by
the Trust for that  purpose,  a certificate  or  certificates  representing  the
Series A Convertible Preferred Shares to be converted duly endorsed to the Trust
in blank  accompanied  by a written  notice  stating that such holder  elects to
convert all or a specified  whole number of such Series A Convertible  Preferred
Shares in accordance with the provisions of this Section 6. To the extent that a
holder of Series A Convertible  Preferred  Shares elects to convert its Series A
Convertible  Preferred  Shares for Common Shares and such  conversion,  together
with all other Series A Convertible  Preferred  Shares tendered by other holders
for conversion into Common Shares, would violate the ownership limitation of the
Trust set forth in Section  6.12 of the  Declaration  of Trust,  each  holder of
Series A Convertible Preferred Shares shall be entitled to convert,  pursuant to
the terms of this  Section  6, only up to its pro rata  share of that  number of
Series A  Convertible  Preferred  Shares which would comply with such  ownership
limitation of the Trust,  and any Series A Convertible  Preferred  Shares not so
exchanged ("Excess Shares") shall be redeemed by the Trust for cash in an amount
equal to the Liquidation  Preference on the date of such  redemption.  The Trust
will pay any and all documentary,  stamp or similar issue or transfer taxes that
may be  payable  in  respect  of any  issue or  delivery  of  Common  Shares  on
conversion of Series A Convertible Preferred Shares pursuant hereto. As promptly
as  practicable,  and in any event within five Business Days after the surrender
of such  certificate  or  certificates  and the receipt of such notice  relating
thereto  and, if  applicable,  payment of all  transfer  taxes,  the Trust shall
deliver or cause to be delivered (i) certificates registered in the name of such
holder  representing the number of validly issued,  fully paid and nonassessable
Common  Shares to which the holder of shares of Series A  Convertible  Preferred
Shares so  converted  shall be entitled and (ii) if less than the full number of
Series A Convertible  Preferred Shares evidenced by the surrendered  certificate
or certificates are being converted, a new certificate or certificates,  of like
tenor, for the number of Series A Convertible Preferred Shares evidenced by such
surrendered  certificate or  certificates  less the number of shares  converted.
Such  conversion  shall be deemed to have been made at the close of  business on
the date of receipt of such notice and of such  surrender of the  certificate or
certificates  representing  the  Series A  Convertible  Preferred  Shares  to be
converted  so that the  rights of the  holder  thereof  as to the  shares  being
converted  shall  cease  except for the right to receive  Common  Shares and the
person  entitled to receive such Common Shares shall be treated for all purposes
as having become the record holder of such Common Shares at such time.
<PAGE>
     (c) Series A  Convertible  Preferred  Shares may be  converted at any time;
provided,  however,  that, if a Redemption Notice has been delivered pursuant to
Section 5, Series A Convertible  Preferred Shares may not be converted  pursuant
to this Section 6 after the  twentieth  (20th) day  following the receipt of the
Redemption Notice by such holder.

     (d) In the event of a conversion of Series A Convertible  Preferred Shares,
any accrued and unpaid  distributions,  whether or not declared,  to the date of
conversion on any Series A Convertible  Preferred Shares tendered for conversion
shall,  at the  option of the  holder,  be paid to the  holder of such  Series A
Convertible  Preferred Shares in cash or in Common Shares, and, if such Series A
Convertible  Preferred  Shares are  tendered  for Common  Shares,  the number of
Common Shares to be issued to such holder shall be calculated  with reference to
the fair market  value of the Common  Shares on the day prior to the  conversion
date as determined in good faith by the Board of Trustees of the Trust.

     SECTION  7.  COMPLIANCE  WITH  THE  SECURITIES  ACT.  As a  condition  to a
conversion of the Series A Convertible  Preferred Shares,  the Trust may require
the   holders   of  Series  A   Convertible   Preferred   Shares  to  make  such
representations  as may be reasonably  necessary for the Trust to establish that
the issuance of Common Shares pursuant to such conversion  shall not be required
to be registered  under the  Securities  Act of 1933,  as amended,  or any state
securities  laws. Any securities  issued upon  conversion  shall be delivered as
shares which are duly authorized,  validly issued, fully paid and nonassessable,
free of pledge,  lien,  encumbrance or restriction  other than those provided in
the Declaration of Trust,  the Securities Act of 1933, as amended,  and relevant
state securities or blue sky laws or created by the converting  holder of Series
A Convertible Preferred Shares.

     The certificates  representing the securities issued upon conversion of the
Series A Convertible Preferred Shares shall contain the following legend:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
     SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE  DISPOSED OF EXCEPT
     PURSUANT TO (A) AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "ACT") OR (B) AN EXEMPTION  FROM  REGISTRATION
     UNDER SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS  THEREUNDER IF THE
     COMPANY HAS BEEN FURNISHED  WITH A SATISFACTORY  OPINION OF COUNSEL FOR THE
     HOLDER OF THE SECURITIES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY
     TO THE COMPANY, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION
     OR OTHER DISPOSITION IS EXEMPT FROM SUCH PROVISIONS.
<PAGE>
     SECTION 8. VOTING  RIGHTS.  (a) Holders of Series A  Convertible  Preferred
Shares  shall not be  entitled  to vote on any  matter on which  holders  of the
Common  Shares  are  entitled  to vote,  provided  that the  holders of Series A
Convertible Preferred Shares shall have the right to vote as a separate class of
Shares on the  following,  each of which shall require the consent of holders of
record  of  Series  A  Convertible   Preferred  Shares  representing  more  than
two-thirds of the Series A Convertible Preferred Shares outstanding at the time:

          (i) to  authorize  or create,  or increase  the  authorized  or issued
     amount of, any class or series of Senior  Shares or  reclassify  any Shares
     into  Senior  Shares,  or create,  authorize  or issue any  obligations  or
     security  convertible  into or evidencing  the right to purchase any Senior
     Shares; or

          (ii) to amend,  alter or repeal the  provisions of the  Declaration of
     Trust,  whether by merger,  consolidation  or otherwise,  in each case in a
     transaction  or manner  that  would  materially  and  adversely  affect the
     powers,  special  rights,  preferences,  privileges  or voting power of the
     Series A Convertible Preferred Shares; provided, however, that with respect
     to the occurrence of a merger,  consolidation  or a sale or lease of all of
     the  Trust's  assets  as an  entirety,  so  long as (l)  the  Trust  is the
     surviving  entity  and the Series A  Convertible  Preferred  Shares  remain
     outstanding  with  the  terms  thereof  unchanged,  or (2)  the  resulting,
     surviving or transferee entity is a partnership,  limited liability company
     or other  pass-through  entity  organized  under  the laws of any state and
     substitutes the Series A Convertible  Preferred  Shares for other interests
     in such entity having substantially the same terms and rights as the Series
     A Convertible  Preferred  Shares,  including with respect to distributions,
     voting rights and rights upon liquidation,  dissolution or winding-up, then
     the  occurrence  of any such event  shall not be deemed to  materially  and
     adversely affect such rights, privileges or voting powers of the holders of
     the Series A Convertible  Preferred  Shares;  and provided further that any
     increase  in the amount of Shares or the  creation or issuance of any other
     class or series of Shares or  obligation  or security  convertible  into or
     evidencing  the right to purchase  any such  Shares,  in each case  ranking
     junior to the Series A Convertible Preferred Shares with respect to payment
     of  distributions   or  the   distribution  of  assets  upon   liquidation,
     dissolution or winding-up,  shall not be deemed to materially and adversely
     affect such rights, preferences,  privileges or voting powers of the Series
     A Convertible  Preferred  Shares.  In the event of any conflict between the
     provisions of Article VI of the  Declaration of Trust and the provisions of
     this Section 8, the provisions of this Section 8 shall control.

     (b) In addition to the voting rights set forth in Section 8(a), without the
consent  of  holders  of  record  of  Series  A  Convertible   Preferred  Shares
representing  more than two-thirds of the Series A Convertible  Preferred Shares
outstanding, the Trust shall not consummate a Liquidation Transaction; provided,
however, that upon the effectiveness of an amendment to the Declaration of Trust
that  grants  to  all  holders  of  Shares  the  right  to  approve  Liquidation
Transactions,  the foregoing approval  requirement shall terminate and the Trust
shall be permitted to  consummate a Liquidation  Transaction  if it receives the
affirmative  vote of at least a majority  of the holders of Shares of the Trust,
including  the Series A Convertible  Preferred  Shares voting on an as converted
basis.
<PAGE>
     SECTION 9.  OWNERSHIP  LIMITATION.  In applying  the  ownership  limitation
contained in Section 6.12 of the  Declaration of Trust to a holder of the Series
A Convertible  Preferred Shares,  the term "Limit" shall, in all cases, mean the
direct or  indirect  ownership  by such holder (or such  holder's  group) in the
aggregate of more than 9.8% of the value of all outstanding Shares of the Trust.
All other  provisions of Section 6.12 shall remain  applicable to the holders of
the Series A Convertible Preferred Shares without alteration.

     SECTION 10.  DEFINITIONS.  Capitalized terms used herein and not defined in
this  Section  10  shall  have  the  meanings  ascribed  to  such  terms  in the
Declaration of Trust The following terms have the following respective meanings:

     "Agreement of Purchase and Sale" shall mean,  with respect to any Portfolio
Property,  that  certain  Amended and  Restated  Agreement of Purchase and Sale,
dated  February  15,  1999,  as the same may be  further  amended,  restated  or
modified  from  time to time,  that  relates  to the  purchase  and sale of such
Portfolio Property.

     "Business  Day"  shall mean each day,  other  than a Saturday  or a Sunday,
which is not a day on  which  banking  institutions  in New  York,  New York are
authorized or required by law, regulation or executive order to close.

     "Declaration   of  Trust"  shall  mean  the  Third   Amended  and  Restated
Declaration of Trust, dated July 1, 1999 of the Trust.

     "Default  Rate" shall have the  meaning  set forth in Section  3(b) of this
Certificate of Designation.

     "Dividend Payment Date" shall have the meaning set forth in Section 3(a) of
this Certificate of Designation.

     "Excess  Shares"  shall have the meaning set forth in Section  6(b) of this
Certificate of Designation.

     "Heritage  Transaction"  shall mean the direct or indirect  purchase by the
Operating Partnership of any interest in the Portfolio Properties.

     "Junior  Shares"  shall mean all classes of Common  Shares of the Trust and
each other class or series of interests of the Trust  hereinafter  created,  the
terms of which do not expressly  provide that it ranks senior to, or on a parity
with the Series A Convertible  Preferred Shares, if authorized,  as to dividends
and distributions upon liquidation, winding up and dissolution of the Trust.
<PAGE>
     "Liquidation  Preference"  shall have the meaning set forth in Section 4(a)
of this Certificate of Designation.

     "Liquidation   Transaction"  shall  mean  the  occurrence  of  any  of  the
following:

          (i) the sale,  transfer or other disposition,  in a single transaction
     or series of related  transactions,  of greater  than twenty  five  percent
     (25%) of the assets of the Trust;

          (ii) any merger or  consolidation  of the Trust with any other  Person
     other  than any  merger in which the Trust is the  surviving  entity and in
     which (i) none of the Shares of the Trust outstanding  immediately prior to
     the merger are converted  into,  exchanged for or  reclassified  into cash,
     securities or other property (or any combination  thereof)  pursuant to the
     terms of the  merger,  and (ii) all of the Shares of the Trust  outstanding
     immediately  prior to the merger  remain  outstanding  following the merger
     (other than Shares of the Trust  voluntarily  converted or exchanged by the
     holders in accordance with their terms); or

          (iii) any other  transaction or series of related  transactions  which
     results in the liquidation of the Trust.

     "Original Issuance Date" shall mean, (i) with respect to a holder of Series
A  Convertible  Preferred  Shares that were issued by the Trust in exchange  for
Series A Convertible  Preferred Units, the date on which such holder  originally
acquired  the  Series  A   Convertible   Preferred   Units  from  the  Operating
Partnership,  and (ii) with respect to any other holder,  the date on which such
holder originally acquired Series A Convertible Preferred Shares from the Trust.

     "Operating  Partnership" shall mean Vinings Investment Properties,  L.P., a
Delaware limited partnership.

     "Parity  Shares"  shall mean all  classes and series of Shares of the Trust
the terms of which expressly  provide that such Shares rank on a parity with the
Series A Convertible  Preferred  Shares as to dividends and  distributions  upon
liquidation, winding up and dissolution of the Trust.

     "Portfolio  Property"  means  any one of the  properties  constituting  the
Heritage Transaction as described in Article II of the Agreement of Purchase and
Sale  relating  thereto,  and  "Portfolio  Properties"  shall mean all of the 17
multifamily  properties  constituting  the Heritage  Portfolio  and described on
Exhibit C to the Securities Purchase Agreement, which are being purchased by the
Property  Partnerships,   whether  directly  or  indirectly,   in  the  Heritage
Transaction.
<PAGE>
     "Property  Partnership"  shall  have  the  meaning  ascribed  to  the  term
"Purchaser"  in Article I of the Agreement of Purchase and Sale for a particular
Portfolio  Property,  and "Property  Partnerships"  shall mean collectively each
Property   Partnership   purchasing   a  Portfolio   Property  in  the  Heritage
Transaction.

     "Securities  Purchase  Agreement" shall mean collectively,  each Securities
Purchase  Agreement  entered into by and among the  Operating  Partnership,  the
Trust and the  purchasers  named  therein  relating to the  purchase and sale of
Series A Convertible  Preferred Units or Series A Convertible  Preferred Shares,
as the case may be.

     "Trust"  shall  have  the  meaning  set  forth in the  recitals  to of this
Certificate of Designation.

     "Record  Date"  shall have the  meaning  set forth in Section  3(a) of this
Certificate of Designation.

     "Redemption Price" shall have the meaning set forth in Section 5(a) of this
Certificate of Designation.

     "Series A Convertible Preferred Shares" shall have the meaning set forth in
Section 1 of this Certificate of Designation.

     "Series A Convertible  Preferred  Units" shall mean the series of preferred
units of the Operating  Partnership  established  by the Sixth  Amendment to the
Amended and Restated Agreement of Limited Partnership.

     "Triggering Event" shall have the meaning set forth in Section 4(a) of this
Certificate of Designation.

     Section 11. No Sinking Fund. No sinking fund shall be  established  for the
retirement or redemption of Series A Convertible Preferred Shares.

<PAGE>
     IN WITNESS  WHEREOF,  this  Certificate of Designation has been executed on
behalf of the Trust by its  President  and attested by its Secretary on the 24th
day of March, 2000.

Attest:                  VININGS INVESTMENT PROPERTIES TRUST,
                         a Massachusetts business trust

                         By:      /s/ Stephanie A. Reed
                            ---------------------------------
                         Name:    Stephanie A. Reed
                         Title:   Secretary



                         By:     /s/ Peter D. Anzo
                            ---------------------------------
                         Name:    Peter D. Anzo
                         Title:   President