Vinings Investment Properties, L.P.
                             Ninth Amendment to the
              Amended and Restated Agreement of Limited Partnership
              -----------------------------------------------------

     This Ninth  Amendment  to the Amended  and  Restated  Agreement  of Limited
Partnership of Vinings Investment  Properties,  L.P. is made as of April 1, 2000
by Vinings  Investment  Properties  Trust, a  Massachusetts  business  trust, as
general partner (the "General Partner") of Vinings Investment Properties,  L.P.,
a Delaware limited  partnership (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, Pursuant to Section 4.2A of the Partnership Agreement, a series of
Units of Partnership  Interests in the  Partnership  designated as the "Series A
Convertible  Preferred  Units" (the "Series A Preferred  Units") was  previously
established  and a total of  1,988,235  Series A Preferred  Units were issued to
various investors on April 29, 1999;

     WHEREAS,  the General  Partner has  received  shareholder  approval for the
creation of a second class of  beneficial  interests in the General  Partner and
the  Board of  Trustees  of the  General  Partner  has  designated  a series  of
preferred  beneficial  interests  that  has the  same  powers,  special  rights,
preferences,  privileges  and voting power as the Series A Preferred  Units (the
"Series A Preferred Shares");

     WHEREAS, Pursuant to Section 7(a) of the Sixth Amendment to the Partnership
Agreement,  the General  Partner has  exchanged  all  1,988,235  of the Series A
Preferred Units for Series A Preferred Shares; and

     WHEREAS,  as a result of the  exchange  the General  Partner has become the
record holder of the 1,988,235 Series A Preferred Units;

     NOW  THEREFORE,  the  General  Partner  desires  to amend  Exhibit A to the
Partnership   Agreement  to  reflect  its  current  ownership  interest  in  the
Partnership.


     Section 1. Amendment to Partnership Agreement.
     ---------------------------------------------

     Pursuant to Sections 11.4 C and 14.1 B of the  Partnership  Agreement,  the
General Partner,  as general partner of the Partnership and as  attorney-in-fact
for all its Limited Partners,  hereby executes this instrument on their behalves
and  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 General Partner has executed this Amendment as of
the date first written above.


                                             VININGS INVESTMENT PROPERTIES TRUST
                                             As General Partner



                                             By: /s/ Stephanie A. Reed
                                                --------------------------
                                                Name: Stephanie A. Reed
                                                Title:   Vice President


<PAGE>

                       Vinings Investment Properties, L.P.
                             Ninth Amendment to the
                   Amended and Restated Partnership Agreement

                                    Exhibit A
                                   -----------



                                                 PERCENTAGE     NUMBER OF
NAME OF CONTRIBUTOR                               INTEREST     UNITS ISSUED
--------------------                             -----------   -------------

                        COMMON UNITS
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
                                                -----------    ------------

                        SERIES A PREFERRED UNITS

Vinings Investment Properties Trust               100.00%       1,988,235
                                                -----------    ------------

       Total Units                                              3,331,274
                                                               ============