VININGS INVESTMENT PROPERTIES, L.P.

                             EIGHTH AMENDMENT TO THE
              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP



     This Eighth  Amendment  to the Amended and  Restated  Agreement  of Limited
Partnership of Vinings Investment  Properties,  L.P. is made as of March 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"),  Hallmark Group Real Estate
Services  Corp.  (the  "Withdrawing  Limited  Partner")  and  Peter D. Anzo (the
"Substituted  Limited  Partner")  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 to the  Substituted  Limited Partner and the General Partner has
consented to such transfer;

     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. 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 Partner 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 Partner 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.

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.


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Section 2.  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 parties hereto have 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




                            HALLMARK GROUP REAL ESTATE SERVICES CORP.
                            As Withdrawing Limited Partner



                            By:    /s/ Martin H. Petersen
                            --------------------------------
                            Name:      Martin H. Petersen
                            Title:     President



                            PETER D. ANZO
                            As Substituted Limited Partner



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