MANAGEMENT AGREEMENT

     This MANAGEMENT  AGREEMENT  ("Agreement") made in Atlanta,  Georgia between
The Thicket Apartments, L.P. ("Owner") and Vinings Properties, Inc., ("Agent") a
Georgia corporation, shall become effective as of the 25th day of June, 1996.

     NOW  THEREFORE in  consideration  of the promises and the mutual  covenants
contained  herein,  Owner  appoints  Vinings  Properties,  Inc. as the exclusive
property  manager for the property  known as The Thicket  Apartments  located in
Georgia and consisting of 254 units.

                                    ARTICLE I
                                   Definition

     1.01  Budget:  A  written  estimate  or  projection  of  all  receipts  and
expenditures for the operation of the Property during a Fiscal Year,  including,
without limitation,  all estimated rentals (including  ancillary income) and all
estimated repairs, maintenance and capital repairs.

     1.02 Property:  The property  represented is as follows:  consisting of 254
units, located in Atlanta, Georgia.

     1.03 Fiscal Year:  Each calendar year ending  December 31, all or a part of
which falls within the term of this Agreement.

     1.04 Gross  Receipts:  All Gross  Receipts of every kind and nature derived
from the  operation of the Property  during a specified  period  determined on a
cash basis,  including,  without limitation,  laundry income and recreation area
fees;  excluding  only:  (a)  security  deposits  (to the extent not  applied to
delinquent  rents  or  damages);  (b)  proceeds  from a sale or  refinance;  (c)
proceeds  from  insurance  payments for  reimbursement  of loss or damage to the
Property,  except that insurance  payments for "Lost Rent" will be considered as
part of Gross Receipts;  (d) condemnation awards or payments received in lieu of
condemnation of the Property,  or any part thereof;  and (e) any trade discounts
and rebates  received in  connection  with the purchase of Personal  Property or
services in connection with the operation of the Property.

     1.05 Personal Property: All equipment, supplies, furnishings, furniture and
all other items of Personal Property now or hereafter owned by Owner and located
upon or used,  or useful for, or necessary  or adapted for the  operation of the
Property.

     1.06  Property:   The  Land,  the  Building  and  the  Personal   Property,
collectively.

                                   ARTICLE II
                                Term of Agreement

     The initial term of this Agreement is two (2) years, commencing on June 25,
1996 and ending on June 24,  1998.  Either  party shall have the right to cancel
this  Agreement  upon sixty (60) days  written  notice to the other party at any
time.  At the end of the initial  term,  this  Agreement  shall  continue for an
additional one year period until such time that a new Agreement is executed.  If
the Agreement is cancelled by the Owner at any time other than at the end of the
initial term or the extended  term, a  cancellation  fee equal to one months fee
will become due and payable.


                                   ARTICLE III
                                   Appointment

     Owner  hereby  grants to Agent the sole and  exclusive  right to manage and
operate the Property,  subject to the terms and  provisions  of this  Agreement.
During the term of this Agreement, Owner shall not participate in the day-to-day
operation of the Property and shall not at any time  directly  order or instruct
any employees or other  personnel  engaged in the management or operation of the
Property.  Owner, however,  reserves the right to participate in the approval of
all policy matters not specifically covered in this Agreement.

                                   ARTICLE IV
                                   Management

     4.01 Costs of Operation: All costs incurred by Agent in connection with the
management and operation of the Property shall be borne by Owner, including, but
not limited to,  copies,  phone charges,  postage,  and computer  charges,  etc.
except for the following costs which shall be borne by Agent:

          (a) costs relating to bookkeeping services required to be performed by
     Agent hereunder; and

          (b)  salaries  and  payroll  expenses  of  executives,  personnel  and
     employees of Agent other than budgeted  salaries,  expenses and benefits of
     personnel  employed  for the  operation  or  management  of the Property in
     accordance with Section 4.04 hereof.

     4.02 General  Management  Duties:  Agent shall use  diligence to manage and
operate the Property in a professional  manner, and shall consult with Owner and
keep  Owner  advised  as to all  major  or  extraordinary  matters  and  without
limitation,  at Owner's expense,  perform the following  services and duties for
Owner in a faithful, diligent and efficient manner:

          (a) Maintain businesslike relations with tenants of the Property whose
     service  requests shall be received,  considered and recorded in systematic
     fashion in order to show the action taken with respect to each.  Complaints
     of a serious  nature shall,  after thorough  investigation,  be reported to
     Owner with appropriate recommendations;

          (b) Collect  all rents and other sums and  charges  due from  tenants,
     subtenants, licensees and concessionaires of the Property and, if required,
     retain attorneys or collection agencies for such purpose;

          (c)  Prepare  or cause to be  prepared  for  execution  and filing all
     forms, reports and returns required by all federal, state and local laws in
     connection with unemployment insurance,  worker's compensation,  insurance,
     disability benefits,  Social Security and other similar taxes now in effect
     or  hereafter  imposed,  and also any other  requirements  relating  to the
     employment  of  personnel  for the  Property;  however,  Agent shall not be
     obligated to prepare any of Owner's  local,  state,  or federal  income tax
     returns;

          (d) Pay all sums and make all deposits  becoming due and payable under
     the  provisions  of any ground  lease or any loan  secured by a mortgage or
     trust deed against the Property, or any part thereof, and otherwise perform
     all covenants and obligations required to be performed under the provisions
     of any such  ground  lease,  mortgage or trust deed (to the extent that the
     performance  of such  covenants and  obligations  are within the control of
     Agent); and

          (f) Perform such other acts and deeds as are reasonable, necessary and
     proper in the discharge of its management duties under this Agreement.

     4.03  Budgets:  Agent shall  prepare  and submit for  approval of Owner not
later than thirty (30) days prior to each Fiscal  Year,  a proposed  budget with
respect to the operation and  management of the Property for the ensuing  Fiscal
Year. In the event Owner, in Owner's sole and reasonable judgement,  disapproves
of any proposed Budget submitted by Agent, Owner shall give Agent written notice
thereof, in which event Agent shall make all revisions thereto which Owner shall
direct and resubmit the proposed Budget to Owner for approval. In the absence of
such written notice of disapproval within thirty (30) days after delivery of the
Budget to Owner, the Budget shall be deemed to have been approved by Owner. Each
approved Budget shall constitute the control  instrument under which Agent shall
operate for the Fiscal Year  covered  thereby.  Approval of the Budget  shall be
deemed to be approval by Owner of all items specified  therein.  Agent shall not
incur or permit to be  incurred,  expenses  in any  approved  Budget  (excluding
utility expenses, general real estate taxes, insurance premiums, financing costs
and  emergency  expenses) in excess of ten percent (10%) of the amount set forth
in the Budget for any single expense  classification  (e.g.,  cleaning expenses,
H.V.A.C.  expenses,  etc.) or in excess of five  percent  (5%) of the  aggregate
expenditures  therein.  Except as set forth  herein and in Section  4.06,  there
shall be no variance from any approved Budget, without the prior written consent
of Owner.

     4.04 Property Personnel:  In accordance with approved Budgets, Agent shall,
at Owner's expense, hire, employ, supervise and discharge all employees required
in connection  with the operation and management of the Property.  All employees
working on the property are  considered to be employees of the Owner and not the
Agent even though  salaries and  benefits  may be paid  through a master  agency
account.  All  salaries,  taxes,  insurance  and  other  benefits  paid  to such
employees  through a master agency account shall be reimbursed  immediately  and
shall not be considered an expense of the  management  company.  The Agent shall
not grant any  non-budgeted  employee  fringe benefits and plans not required by
laws or  union  contract  without  written  consent  of  Owner.  Agent  will not
discriminate  against any employee or applicant for employment  because of race,
creed, color, sex or national origin. Said employees shall include those persons
as Agent reasonably deems necessary and as approved in the budget.

     4.05 Contracts and Supplies: Agent shall, at Owner's expense, upon the best
terms  available,  enter into contracts on behalf of Owner for the furnishing to
the Property of required utility services, heating and air conditioning services
and other maintenance, security protection, pest control, and any other services
and  concessions  which are  required in  connection  with the  maintenance  and
operation of the Property.  Agent shall also place purchase  orders for supplies
and Personal  Property as are necessary to properly  maintain the Property.  All
such contracts and orders shall be subject to the  limitations  set forth in the
approved Budget.  When taking bids or issuing  purchase orders,  Agent shall use
its best efforts to secure for and credit to Owner,  any discounts,  commissions
or rebates obtainable as a result of such purchases or services. Agent shall use
its best efforts to make  purchases and (where  necessary or desirable) get bids
for  necessary  labor  and  materials  at the  lowest  possible  cost  as in its
judgement is consistent with good quality,  workmanship  and service  standards.
Agent shall not incur any  obligation  to any person or entity in which Agent or
any of Agent's  officers has a financial  interest at a price or fee higher than
that  which  would  have  been  charged  as a result  of bona  fide  arms-length
negotiations.

         4.06  Alterations, Repairs and Maintenance:

          (a) Agent shall, at Owner's expense,  perform or cause to be performed
     all necessary or desirable  repairs,  maintenance,  cleaning,  painting and
     decorating,  alterations,  replacements  and  improvements  in  and  to the
     Property as are  customarily  made in the  operation of  properties  of the
     kind,  size  and  quality  of the  Property;  provided,  however,  that  no
     unbudgeted  alterations,  additions or improvements involving a fundamental
     change in the character of any of the buildings or constituting a major new
     construction  program shall be made without the prior  written  approval of
     Owner. No unbudgeted  expenditures  shall be made except as provided for in
     Section  4.03,  or unless such repairs are  immediately  necessary  for the
     preservation  or the  safety  of the  Property,  or for the  safety  of the
     tenants  of the  Property,  or  required  to avoid  the  suspension  of any
     necessary   service  to  the  Property  or  required  by  any  judicial  or
     governmental  authority having  jurisdiction.  These repairs may be made by
     the Agent without  prior  approval and  regardless of the cost  limitations
     imposed by this Section 4.06(a); further, provided that Agent shall as soon
     as practicable  give written notice to Owner of any such emergency  repairs
     for which prior approval is not required.

          (b) In accordance  with the terms of approved  Budgets or upon written
     request of Owner, Agent shall, from time to time during the term hereof, at
     Owner's   expense,   make  or  cause  to  be  made  all  required   capital
     improvements,  replacements or repairs to the Property;  provided, however,
     if Agent is required to perform  extraordinary  services in connection with
     such  improvements,  repairs or  replacements,  which services exceed those
     customarily  rendered  by  managing  agents of  properties  similar  to the
     Property, then Agent shall receive an additional fee therefore in an amount
     mutually  agreed  upon by Owner  and Agent in  advance  of  providing  such
     services.

          (c) Agent shall give Owner  written  notice of any material  defect in
     the Property and all parts thereof immediately after ascertainment  thereof
     by Agent,  including  without  limitation,  material  defects in the roofs,
     foundations and walls of the buildings and in the sewer, water, electrical,
     structural,  plumbing,  heating,  ventilation and air conditioning systems;
     provided,  however,  that Agent  shall have no  obligation  to inspect  the
     buildings in order to discover any such condition.

     4.07  Licenses and Permits:  Agent shall,  at Owner's  expense,  obtain and
maintain  in the name of Owner all  licenses  and  permits  required of Owner or
Agent in connection  with the  management  and operation of the Property.  Owner
agrees to execute and deliver any and all  applications  and other  documents to
otherwise  cooperate with Agent in applying for,  obtaining and maintaining such
licenses and permits.

     4.08 Compliance with Laws: Agent shall, at Owner's expense, comply with all
laws,   regulations  and  requirements  for  any  federal,  state  or  municipal
government  having  jurisdiction  respecting  the  use or  manner  of use of the
Property or the maintenance of operation thereof.

     4.09 Legal Proceedings:  Agent shall, at Owner's expense, institute any and
all legal and/or administrative actions or proceedings to collect charges, rents
or other income from the  Property,  to  dispossess  tenants or other persons in
possession,  to cancel or terminate any lease,  license or concession  agreement
for the  breach  thereof  or  default  thereunder  by the  tenant,  licensee  or
concessionaire  and to protest  increases  in taxes  and/or  assessments  levied
against the Property, or any portion thereof.

     4.10  Inventory:  Agent shall maintain an annual  inventory of all Personal
Property.

     4.11  Insurance  Coverage:  Owner,  or Agent at the  request  of Owner,  at
Owner's  expense,  shall procure and maintain  throughout  the term hereof,  the
following insurance coverage with respect to the Property, in amounts and issued
by companies approved by Owner:

          (a) fire and extended coverage insurance;

          (b) worker's compensation insurance;

          (c)  comprehensive  public liability  insurance for injury or death to
     persons and damage to or loss to property;

          (d) burglary and theft insurance;

          (e) boiler insurance (if applicable)

          (f) such other  insurance  which Owner shall  direct of as Agent shall
     reasonably  deem  appropriate  for the protection of Owner against  claims,
     losses and liabilities  arising out of the operation and improvement of the
     Property; and

          (g) fidelity bond of not less than $500,000.

          All such  policies of insurance  shall name the Owner,  Agent and such
     other parties as Owner shall direct as the named  insureds  thereunder,  as
     their respective interests may appear. Agent shall promptly investigate and
     report to the Owner and the  insurance  company  involved all accidents and
     claims for damage  relating to the ownership,  operation and maintenance of
     the Property and any damage or destruction to the Property.

     4.12  Signs:  Owner  agrees to allow Agent to place one or more signs on or
about the Property stating that Agent is providing  management for the Property,
provided  that the  signs and  location  thereof  shall be  subject  to  Owner's
approval.

     4.13 Debts of Owner:  In the performance of its duties as managing Agent of
the  Property,  Agent  shall  act as the  agent  of the  Owner.  All  debts  and
liabilities to third persons and employees of the Property  incurred by Agent in
the course of its  operation and  management of the Property  shall be the debts
and  liabilities  of the Owner only,  and Agent shall not be liable for any such
debts or  liabilities,  except to the extent Agent has  exceeded  its  authority
hereunder.

     4.14 Allocation of Costs: The parties hereto  acknowledge that the Property
may be operated  in  conjunction  with other  properties  managed by Agent,  and
certain costs may be allocated or shared among such properties.

     4.15  Partnership  Duties:  Agent may provide  other duties such as oversee
major property  renovation,  new construction  lease up, coordinate  partnership
audits, tax returns, bankruptcy filings, loan refinancings, etc. as requested by
Owner for additional fees to be mutually agreed upon by Owner and Agent.

     4.16 Exclusivity: Agent is not precluded from providing management or other
services  to other  Owners or  properties  even if such  properties  might be in
direct competition with subject Property.

                                    ARTICLE V
                                 Management Fees

     5.01  Compensation of Agent: As consideration  for the performance by Agent
of all its  management  obligations  under this  Agreement,  Owner agrees to pay
Agent a management fee each month during the term of this Agreement in an amount
not to exceed five percent (5%), of Gross Receipts. Said management fee shall be
paid not later than the 10th day of the month following the month for which such
fee is earned. Provided that Agent is not in default under this Agreement, Agent
shall be entitled to pay itself the monthly  management fee herein provided from
the Property bank account referred to in Article VI hereof.  In addition,  Agent
shall be allowed to charge an accounting/computer fee of $5 per unit per month.

     5.02 Reimbursement of Agent's Expenses: Owner agrees to reimburse Agent for
any monies  which Agent may elect to advance for the account of Owner,  although
Agent shall be under no  obligation at any time to advance funds for the account
of the Owner.  Owner shall further  reimburse Agent for all of Agent's  expenses
incurred in  connection  with the  operation  of the  Property or as a result of
Agent's  compliance with this Agreement during the preceding  month,  including,
without  limitation  copies,  postage,  Agent's  long  distance  travel and long
distance phone expenses and expenses relating to the duties set forth in Article
IV herein.  Agent  shall be  responsible  for the cost of Agent's  overhead  and
administrative personnel.

                                   ARTICLE VI
              Procedure for Handling Receipts and Operating Capital

     6.01  Bank   Deposits:   Agent  shall  maintain  bank  accounts  as  deemed
appropriate into which all monies received by Agent for or on behalf of Owner in
connection with the operation and management of the Property shall be deposited.

     6.02  Disbursement of Deposits:  Agent shall disburse and pay from the bank
account specified in Section 6.01 hereof,  such amounts and at such times as the
same are  required  in  connection  with the  management  and  operation  of the
Property in  accordance  with the provision of this  Agreement.  As requested by
Owner,   and  in  accordance  with  this  Agreement  and  any  applicable  laws,
regulations,  mortgages,  or other limitations,  Agent shall disburse any excess
funds to Owner after providing for sufficient reserves.

     6.03 Authorized Signatories: Designated officers and employees of Owner and
Agent shall be the  authorized  signatories  on the bank account  established by
Agent  pursuant  to  Section  6.01  hereof  and  shall  have  authority  to make
disbursements from such account. ARTICLE VII Accounting

     7.01 Books and  Records:  Agent shall  maintain  at the  central  office of
Agent, a comprehensive  system of office records,  books and accounts pertaining
to the  Property,  which  records,  books and accounts  shall be  available  for
examination  by Owner and its  agents,  accountants  and  attorneys  at  regular
business  hours.  Agent shall  preserve  all  records,  books and accounts for a
period of three (3) years.

     7.02 Periodic Statements; Audits:

          (a) On or before  fifteen  (15) days  following  the end of each month
     during  the term of this  Agreement,  Agent  shall  deliver  or cause to be
     delivered  to  Owner,  and any other  parties  requested,  basic  financial
     statement  information  as agreed upon by Owner and Agent for the preceding
     calendar month and the Fiscal Year to date;

          (b) Within  sixty (60) days after the end of each Fiscal  Year,  Agent
     will have prepared and delivered to Owner,  at Owner's  expense,  an income
     and expense  statement  showing the results of  operation  of the  Property
     during the preceding Fiscal Year, which statement shall be prepared (and at
     Owner's request  certified) by a certified public  accountant as designated
     by Agent.  At Owner's request and at Owner's  expense,  Agent shall prepare
     financial  reports  and perform  bookkeeping  services in addition to those
     provided herein. Agent shall prepare any other report which is customary in
     the  industry  at the request of Owner - all other  special  reports or tax
     returns will be prepared for an additional fee at the request of Owner.

                                  ARTICLE VIII
                                 Indemnification

     Owner agrees as follows:  (a) to hold and save Agent free and harmless from
damages as a result of  injuries  to person or  property  by reason of any cause
whatsoever  either in and about the Property or elsewhere when Agent is carrying
out the provisions of this Agreement;  (b) to reimburse Agent, upon demand,  for
any money  which the  Agent is  required  to pay for any  reason  whatsoever  in
connection  with  the  Property,   including  payment  for  operating  expenses,
attorneys' fees or costs,  fees and judgements in connection with the defense of
any claim,  civil or criminal action,  proceeding,  charge, or prosecution made,
instituted or maintained against Agent or Owner, jointly or severally, affecting
or due to the condition or use of the  Property,  or acts or omissions of Agent,
agents and employees of Agent,  Owner against any employees of Owner, or arising
out of or  based  upon  any  law,  regulation  requirement,  contract,  or award
relating  to  the  hours  of  employment,   working  conditions,   wages  and/or
compensation  of employees or former  employees of Agent,  or any other cause in
connection  with the Property;  and (c) to defend  promptly and  diligently,  at
Owner's sole expense,  any claim, action or proceeding in connection with any of
the  foregoing;  and (d) to hold  harmless  or fully  indemnify  Agent  from any
judgement,   loss  or  settlement  on  account  thereof,   including  reasonable
attorneys'  fees.  It is  expressly  understood  and agreed  that the  foregoing
provisions  shall survive the  termination  of this  Agreement to the extent the
cause arose prior to termination. Notwithstanding the foregoing, Owner shall not
be required to indemnify  Agent  against  damages  suffered as a result of gross
negligence or willful misconduct on the part of Agent, its agent, or employees.

                                   ARTICLE IX
                            Miscellaneous Provisions

     9.01 Notices: Any notice or communication hereunder must be in writing, and
shall be personally  delivered or mailed by registered or certified mail, return
receipt requested, and if mailed shall be deemed to have been given and received
two (2) days after its mailing. Such notices or communications shall be given to
the parties hereto at their following addresses:

To Agent: Vinings Properties, Inc.
3111 Paces Mill Road, A-200
Atlanta, Georgia 30339
Attn: Martin H. Petersen

To Owner: The Thicket Apartments, L.P.
3111 Paces Mill Road, A-200
Atlanta, Georgia 30339
Attn: Peter D. Anzo

     Any party hereto may at any time by giving ten (10) days written  notice to
the other  party  hereto  designate  any other  address in  substitution  of the
foregoing address to which such notice or communications shall be given.

     9.02 Severability:  If any term, covenant or condition of this Agreement or
the application  thereof to any person or circumstance  shall, to any extent, be
held to be invalid or  unenforceable,  the remainder of this  Agreement,  or the
application  of such term,  covenant or  condition  to persons or  circumstances
other than those as to which it is held invalid or  unenforceable,  shall not be
affected thereby,  and each term,  covenant or condition of this Agreement shall
be valid and shall be enforced to the fullest extent permitted by law.

     9.03 Attorney's  Fees:  Should either party retain attorneys to enforce any
of the provisions  hereof or to protect its interest in any manner arising under
this  Agreement,  or to recover  damages for the breach of this  Agreement,  the
non-prevailing  party in any  action  (the  finality  of  which  is not  legally
contested) agrees to pay to the prevailing party all reasonable  costs,  damages
and  expenses,  including  attorney's  fees,  expended or incurred in connection
therewith.

     9.04 Total Agreement: This agreement is a total and complete integration of
any and all  representations and agreements existing between Agent and Owner and
supersedes  any prior oral or written  representations  and  agreements  between
them.

     9.05 Article and Section Headings:  Article and section headings  contained
in this  Agreement are for reference  only,  and shall not be deemed to have any
substantive effect of to limit or define the provisions contained therein.

     9.06 Successors and Assigns: This Agreement shall be binding upon and shall
insure to the benefit of the parties hereto and their respective  successors and
permitted  assigns;  provided,  however,  that Agent shall not have the right to
assign this Agreement without the prior written consent of Owner.

     9.07 Governing Law: This  Agreement  shall be construed in accordance  with
the laws of the State of Georgia.

     IN WITNESS WHEREOF,  this Agreement has been executed in Atlanta,  Georgia,
effective as of the date first above written.


OWNER: The Thicket Apartments, L.P.


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


AGENT: Vinings Properties, Inc.


By /s/Martin H. Petersen
------------------------
Martin H. Petersen