MANAGEMENT AGREEMENT


         This  MANAGEMENT  AGREEMENT  ("Agreement")  made  in  Atlanta,  Georgia
between  Vinings  Communities,  L.P.  ("Owner")  and Vinings  Properties,  Inc.,
("Agent") a Georgia  corporation,  shall become  effective as of the 19th day of
December, 1997.

         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 Windrush Apartments located in DeKalb
County, Georgia and consisting of 202 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:  Windrush
Apartments  consisting of 202 units,  located at 3841 Kensington Road,  Decatur,
Georgia, 30032, and as more fully described in Exhibit A attached hereto.
                       .
         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
December 19, 1997 and ending on December  31, 1999.  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 canceled 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, payroll  processing,  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, except as specified in Article V, Section 5.01; 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;

         (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  shall be in
compliance with all applicable  federal,  state, and local employment laws. 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
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,  including all  bookkeeping  functions and costs
associated  with  preparing  monthly  financial  statements  and other  required
reports.

                                   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.
<PAGE>
                                   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:  Douglas D. Chasick

         To Owner:                  Vinings Communities, 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: VININGS COMMUNITIES, L.P.
By: Vinings Investment Properties Trust, General Partner


By:  /s/ Peter D. Anzo
----------------------
Peter D. Anzo
Chief Executive Officer & President


AGENT: VININGS PROPERTIES, INC.


By:  /s/ Douglas D. Chasick
---------------------------
Douglas D. Chasick
Director of Property Management