VININGS INVESTMENT PROPERTIES, L.P.

                            Seventh Amendment to the
              Amended and Restated Agreement of Limited Partnership
              ----------------------------------------------------

     This Seventh  Amendment  to the Amended and  Restated  Agreement of Limited
Partnership of Vinings Investment Properties, L.P. is made as of January 1, 2000
by Vinings  Investment  Properties  Trust, a  Massachusetts  business trust (the
"Trust"),  as general  partner (the  "General  Partner")  of Vinings  Investment
Properties,  L.P., a Delaware limited partnership (the  "Partnership"),  and the
Trust, as limited  partner of the Partnership and Mary Susan Leahy,  Executor of
the Estate of Joseph Dunbar Shields,  Jr.(the "Withdrawing Limited Partner"), as
limited partner of the Partnership,  for the purpose of amending the Amended and
Restated  Agreement of Limited  Partnership  of the  Partnership  dated June 30,
1997,  as amended (the  "Partnership  Agreement").  All  capitalized  terms used
herein and not otherwise defined shall have the respective  meanings ascribed to
them in the Partnership Agreement.

     WHEREAS, the Trust has made a capital contribution and has been admitted as
a Limited Partner of the Partnership;

     WHEREAS, the Trust has purchased and retired an additional 15 of its shares
of beneficial  interest  ("Shares") and the General Partner wishes to adjust the
interests  in the  Partnership  pursuant  to  Section  4.1  of  the  Partnership
Agreement to accurately reflect such redemption;

     WHEREAS, the Withdrawing Limited Partner has made a capital contribution to
the Partnership and owns a total of 6,958 Partnership units (the "Interest") and
wishes to  transfer  the  Interest  in the  Partnership  to the  following  (the
"Substituted Limited Partners"):

                                                                    Number
                     Substituted Limited Partner                   of Units
                     ---------------------------                   --------

                     A.  Mary Louise Shields                        3,197
                     B.  Joseph Dunbar Shields, III                 1,134
                     C.  Evelyn Riddle                              1,134
                     D.  Sarah Shields Residuary Trust              1,133


     WHEREAS, the General Partner has consented to the above transfers;

     WHEREAS, each Substituted Limited Partner has made certain  representations
and warranties to the Partnership concerning it's investment status;

     NOW THEREFORE,  in consideration of the mutual covenants  contained herein,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:


     Section 1. Change in Percentage Interest.
     ----------------------------------------

     (a)  Pursuant  to Section  4.2 of the  Partnership  Agreement,  the Trust's
interest in the  Partnership  shall  decrease by the number of Units  associated
with the redemption of Shares as reflected on Exhibit A;

THESE  SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
SECTION 10-5-9 OF THE GEORGIA  SECURITIES  ACT OF 1973, AND EXEMPTIONS  FROM THE
SECURITIES  ACT OF  1933,  AND  MAY  NOT BE  SOLD  OR  TRANSFERRED  EXCEPT  IN A
TRANSACTION  WHICH  IS  EXEMPT  UNDER  SUCH  ACTS OR  PURSUANT  TO AN  EFFECTIVE
REGISTRATION UNDER SUCH ACTS.

<PAGE>
     (b) The  Withdrawing  Limited  Partner  does hereby  sell,  grant,  convey,
transfer, assign, set over and deliver unto the Substituted Limited Partners all
of its Interest in the Partnership.

     To have and to hold the Interest,  together  with all and singular  rights,
privileges  and  appurtenances  thereto,  and  anywise  belonging  or in any way
appertaining  to the Withdrawing  Limited  Partner unto the Substituted  Limited
Partners, their successors and assigns, forever.

     (c) The Withdrawing  Limited Partner hereby represents and warrants that it
is the sole owner of legal and beneficial  title to all of the Interest and that
it has made no previous assignment of the Interest.

     (d)  Pursuant to Section  11.4 of the  Partnership  Agreement,  the General
Partner  hereby  consents to the transfer of the Interest  from the  Withdrawing
Limited Partner to the Substituted  Limited Partners  pursuant to Section 11.3 A
of the Partnership Agreement.

     (e) The change in limited  partnership  interests in the Partnership  shall
become effective as of the date of this Agreement.


     Section 2. Representations of Each Substituted Limited Partner.
     ---------------------------------------------------------------

     Each   Substituted   Limited  Partner  hereby   represents,   warrants  and
acknowledges as follows:

     (a) It (i) is an  "accredited  investor"  as that term is  defined  in Rule
501(a)  promulgated  by  the  Securities  and  Exchange   Commission  under  the
Securities Act of 1933, as amended (the "Securities  Act"),  (ii) is an investor
experienced in the evaluation of businesses  similar to the  Partnership,  (iii)
has such knowledge and experience in financial,  business and investment matters
as to be capable of evaluating the merits and risks of this investment, (iv) has
the ability to bear the economic risks of the investment in the Units,  and (vi)
was not  organized  or  reorganized  for the specific  purpose of acquiring  the
Units.

     (b) It understands that:

          (i)  The  Units  are  unregistered  and  may be  required  to be  held
     indefinitely  unless they are subsequently  registered under the Securities
     Act, or an exemption from such registration is available.

          (ii) Rule 144 promulgated under the Securities Act ("Rule 144"), which
     provides  for certain  limited  sales of  unregistered  securities,  is not
     presently available with respect to the Units, and the Partnership is under
     no obligation to make Rule 144 available.

     (c) (i) It will not offer, sell, pledge,  hypothecate, or otherwise dispose
of the Units unless such offer, sale, pledge, hypothecation or other disposition
is (A) registered under the Securities Act, or (B) in compliance with an opinion
of counsel to such Substituted Limited Partner, delivered to the Partnership and
reasonably  acceptable to the Partnership,  to the effect that such offer, sale,
pledge,  hypothecation  or  other  disposition  thereof  does  not  violate  the
Securities Act, and (ii) the Units, if issued in certificated form, shall bear a
legend stating in substance:
<PAGE>

"THESE  UNITS HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE
"ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.  THESE UNITS MAY NOT
BE SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT,  TOGETHER WITH  QUALIFICATION
UNDER  APPLICABLE  STATE  SECURITIES  LAW,  OR AN  OPINION  OF  COUNSEL OR OTHER
EVIDENCE  SATISFACTORY TO THE PARTNERSHIP AND ITS COUNSEL THAT SUCH REGISTRATION
AND QUALIFICATION ARE NOT REQUIRED."

     (d) It  agrees  that the  Partnership  may  provide  for  appropriate  stop
transfer  instructions  to  its  corporate  counsel  and/or  transfer  agent  to
implement the provisions of Section 2 of this Agreement.

     (e) It  understands  that it must bear the economic risk of the  investment
represented by the purchase of the Units for an indefinite period.

     (f) The Units are being acquired  solely for the account of the undersigned
for purposes of investment  only, and are not being  purchased with a view to or
in  connection  with,  any  resale  or  distribution  thereof  in  violation  of
applicable federal or state securities laws.


     Section 3. Amendment to Partnership Agreement.
     ----------------------------------------------

     Pursuant  to Sections  4.1 and 11.4 C. of the  Partnership  Agreement,  the
General  Partner,  as general  partner  of the  Partnership,  hereby  amends the
Partnership  Agreement  by  deleting  Exhibit  A  thereto  in its  entirety  and
replacing it with the Exhibit A attached hereto.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the date first written above.

                                             VININGS INVESTMENT PROPERTIES TRUST
                                             As General Partner

                                             /s/ Peter D. Anzo
                                    By:   _____________________________________
                                             Peter D. Anzo
                                             President


                                             VININGS INVESTMENT PROPERTIES TRUST
                                             As Limited Partner


                                             /s/ Peter D. Anzo
                                    By:   _____________________________________
                                             Peter D. Anzo
                                             President

<PAGE>
                                             MARY SUSAN LEAHY EXECUTOR OF THE
                                             JOSHEPH DUNBAR SHIELDS, JR. ESTATE
                                             Withdrawing Limited Partner

                                             /s/ Mary Susan Leahy
                                    By:    _____________________________________
                                            Mary Susan Leahy
                                            Executor


                                            MARY LOUISE SHIELDS
                                            Substituted Limited Partner

                                            /s/ Mary Louise Shields
                                           _____________________________________



                                            JOSEPH DUNBAR SHIELDS III
                                            Substituted Limited Partner

                                            /s/ Joseph Dunbar Shields III
                                           _____________________________________



                                            EVELYN RIDDLE
                                            Substituted Limited Partner

                                            /s/ Evelyn Riddle
                                           _____________________________________




                                            SARAH SHIELDS RESIDUARY TRUST
                                            Substituted Limited Partner

                                            /s/ Mary Susan Leahy
                                    By:    _____________________________________
                                            Mary Susan Leahy
                                            Co-Trustee


                                            /s/ Sarah Shields
                                    By:    _____________________________________
                                            Sarah Shields
                                            Co-Trustee


<PAGE>

                       VININGS INVESTMENT PROPERTIES, L.P.
                            Seventh Amendment to the
                   Amended and Restated Partnership Agreement

                                    Exhibit A


                                                 Percentage     Number of
Name and Address of Contributor                   Interest     Units Issued
-------------------------------                  ----------   -------------

GENERAL PARTNER:

Vinings Investment Properties Trust                 1.00%          13,431


LIMITED PARTNERS:

Vinings Investment Properties Trust                80.94%       1,087,062
The Vinings Group, Inc.                             0.80%          10,758
Peter D. Anzo                                       0.80%          10,757
Irving Abrams                                       0.49%           6,598
Tim R. Altman                                       0.25%           3,299
William G. Beshears, Jr.                            0.49%           6,598
William E. & Mary E. Butler                         0.25%           3,299
Donald E. Chace                                     0.49%           6,598
Terry D. Douglass                                   0.49%           6,598
Hazel E. Earsley                                    0.25%           3,299
Stanley D. Eason                                    0.49%           6,598
C.W. Gustav & Janice S. Eifrig                      0.25%           3,299
Jane L. Finchum                                     0.12%           1,649
Esty Foster                                         0.49%           6,598
Robert Hesseltine                                   0.49%           6,598
Betty T. Hinds                                      0.49%           6,598
Albert H. Hooper, Jr.                               0.49%           6,598
Trustmark National Bank,
  Agent for Kathryn D. Little, Investment           0.49%           6,598
Patrick Paul McCarthy                               0.25%           3,299
James A. Melvin, Jr.                                0.49%           6,598
John R. Mileski                                     0.49%           6,598
J. Cary Monroe                                      0.25%           3,299
E. Ray Morris                                       0.49%           6,598
Thomas W. Orcutt, M.D.                              0.49%           6,598
Thomas D. Price                                     0.25%           3,299
Frederick R. Radcliffe                              0.25%           3,299
Robert G. Randall                                   0.49%           6,598
Evelyn Riddle                                       0.08%           1,134
Joseph D. Shields, III, M.D.                        0.33%           4,432
Mary Louise Shields                                 0.23%           3,197
Sarah Shields Residuary Trust                       0.08%           1,134
M.F.  Soukkar                                       0.49%           6,598
Virginia G. Sturwold, Trustee of the
  Virginia G. Sturwold Revocable Trust              0.25%           3,299
Oliver H. Tallman, II                               0.25%           3,299
Lewis F.  Wood, Jr.                                 0.49%           6,598
Homer R. Yook                                       0.25%           3,299
Alice C. Young                                      0.25%           3,299


ASSIGNEES:

Robert L. Bell, M.D.                                0.49%           6,598
Joseph Bonsall, Jr.                                 0.49%           6,598
Harold J. DeBlanc, Jr., M.D.                        0.49%           6,598
William A. Hall                                     1.96%          26,391
Thomas L. Williams                                  0.25%           3,299
Don M. Updegraff, Jr.                               0.12%           1,649
Majed S. Zakaria                                    0.49%           6,598
                                                -----------    ------------

Total Common Units                                100.00%       1,343,039
                                                -----------    ------------