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


     This Tenth  Amendment  to the Amended  and  Restated  Agreement  of Limited
Partnership of Vinings Investment Properties, L.P. is made as of January 1, 2001
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"),  by  Vinings  Investment
Properties Trust as a limited partner (the "Trust"),  by The Vinings Group, Inc.
(the "Withdrawing Limited Partner") and Peter D. Anzo and Stephanie A. Reed (the
"Substituted  Limited  Partners")  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 Withdrawing  Limited Partner has made a capital  contribution
and has been admitted as a Limited Partner of the Partnership; and

     WHEREAS,  the Withdrawing  Limited Partner desires to withdraw as a Limited
Partner from the Partnership and transfer its entire Limited Partner interest in
the Partnership  totaling 10,758  Partnership  Units to the Substituted  Limited
Partners as follows and the General  Partner  has  consented  to such  transfer;

                              Peter D. Anzo 9,682
                            Stephanie A. Reed 1,076

     WHEREAS,  Section  8.6 A of the  Partnership  Agreement  provides  for  the
redemption of Partnership Units held by Limited Partners; and

     WHEREAS, the Partnership has received a Notice of Redemption for a total of
3,299  Partnership  Units and has redeemed those units pursuant to Section 8.6 A
of the Partnership Agreement; and

     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 a total of 137 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;

     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:


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>


Section 1.        Transfer of Limited Partner's Interest.
---------         --------------------------------------

     (a) 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, including, but not limited to, all rights to
distributions and returns of capital (the "Interest").

     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
Partner, its successors and assigns, forever.

     (b) The Withdrawing  Limited Partner hereby represents and warrants that it
is the sole owner of legal and beneficial title to all of the Interest,  that it
has made no previous  assignment  of the  Interest and that it owns the Interest
free and clear of all liens,  claims and  encumbrances and has full authority to
transfer and convey the Interest.

     (c)  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.

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


Section 2.        Redemption of Partnership Units.
---------         --------------------------------

     (a)  Pursuant to Section 8.6 A of the  Partnership  Agreement,  the General
Partner has caused the Partnership to redeem a total of 3,299  Partnership Units
in the Partnership.

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


Section 3.        Change in Percentage Interest.
---------         ------------------------------

     (a)  Pursuant  to Section  4.2 of the  Partnership  Agreement,  the Trust's
interest in the Partnership  shall be adjusted by the number of Units associated
with the  redemption  of a total of 137 Shares and shall be reflected on Exhibit
A;

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


Section 4.        Amendment to Partnership Agreement.
---------         ----------------------------------

     To reflect the changes in limited  partnership  interests effected pursuant
to Sections 1, 2 and 3 hereof,  pursuant to Sections  4.2,  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.
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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:    /w/ Peter D. Anzo
                           -----------------------------------
                           Name:    Peter D. Anzo
                           Title:   President


                           VININGS INVESTMENT PROPERTIES TRUST
                           as Limited Partner



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


                            The Vinings Group, Inc.
                            as Withdrawing Limited Partner



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


                            PETER D. ANZO
                             as Substituted Limited Partner



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


                            Stephanie A. Reed
                             as Substituted Limited Partner


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

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