COMMERCIAL CREDIT AGREEMENT


     THIS  AGREEMENT  made and entered into as of the 28th day of June 1997,  by
and between HARDWICK BANK AND TRUST COMPANY ("Hardwick") and the TRUSTEES OF THE
VININGS   INVESTMENT   PROPERTIES   TRUST,   a   Massachusetts   business  trust
("Borrower").

                                   WITNESSETH:

     WHEREAS,  Borrower has requested that Hardwick extend a line of credit (the
Credit  Line") to  Borrower  in amount  not to exceed the  principal  sum of Two
Million and No/100 Dollars ($2,000,000);

     WHEREAS, Hardwick is willing to extend the Credit Line to Borrower upon the
terms  and  conditions  of the  Agreement  and  the  other  Financing  Documents
(hereinafter defined).

     NOW,   THEREFORE,   in   consideration  of  the  premises  and  in  further
consideration   of   the   agreements,    covenants,    promises,    conditions,
representations  and  warranties  hereinafter  set forth,  the parties do hereby
agree as follows:

                                    ARTICLE 1

                              TERMS AND DEFINITIONS

     Certain terms used in this Agreement are defined herein. In addition to the
other terms hereinafter defined, the following terms shall have the meanings set
forth in this Article 1:

     1.01. "Affiliate": means any trustee, officer or shareholder of Borrower or
any person,  corporation,  partnership or other entity who or which, directly or
indirectly or  beneficially,  owns any beneficial  interest in Borrower,  or any
member of the immediate family of any such officer,  trustee or shareholder,  or
any Person which is controlled  by,  controls,  or is under common  control with
Borrower.

     1.02.  "Agreement":  means this Commercial Credit  Agreement,  as it may be
amended, modified or supplemented from time to time.

     1.03.  "Banking  Day":  means a day when Hardwick is open to the public for
ordinary banking business.

     1.04. "Base Rate": means the variable rate of interest per annum defined as
the "Base Rate" in the Master  Note (as  referred to and defined in Article 2 of
this Agreement).

     1.05.  "Borrower":  means the Trustees of the Vinings Investment Properties
Trust.,  a  Massachusetts  business  trust,  which was formerly  known as Mellon
Participating Mortgage Trust Commercial Properties Series 85/10.

     1.06 "Credit  Line":  means the line of credit  established  by Hardwick in
favor of Borrower pursuant to Section 4.01 of this Agreement in an amount not to
exceed  at any  time or  times  the  principal  sum of Two  Million  and  No/100
($2,000,000).

     1.07.  "Credit  Line  Loan  Account":  means  the  account  on the books of
Hardwick in which will be recorded  loans and advances  against the Credit Line,
payments  made by  Borrower  on  advances  against  the  Credit  Line and  other
appropriate debits and credits as provided in this Agreement.

     1.08. "Credit Line Termination Date": means June 28, 1997

     1.09,  "Depository  Account":  means the  depository  account  of  Borrower
maintained at Hardwick and identified as account number .

     1.10. "Event of Default": means any one or more of the events defined as an
"Event of Default" in Article 8 of this Agreement.

     1.11.  "Financing  Documents":  Means  collectively,  this  Agreement,  the
documents  referred  to in  Article 2 and all other  documents  and  instruments
evidencing or securing or otherwise relating to the Credit Line.

     1.12.  "Governmental  Authority":  means the  United  States,  the State or
Georgia,  Gwinnett  County,  any  municipality in which the Real Property may be
located,   and  any   agency,   department,   commission,   board,   bureau   or
instrumentality of any of them.

     1.13.  "Guarantors":  means Gilbert H. Watts, Jr. ("Watts"),  Peter D. Anzo
("Anzo"),  and Martin H. Petersen  ("Petersen"),  Vinings Investment Properties,
Inc., a Maryland corporation ("Vinings"), and PBC Acquisition,  Inc., a Delaware
corporation ("PBC").

     1.14. "Hardwick": means Hardwick Bank and Trust Company, and its successors
and assigns.

     1.15. "Loan Obligations": means the aggregate of all principal and interest
owing from time to time  under the Master  Note and all  expenses,  charges  and
other amounts owing by Borrower to Hardwick under the Financing Documents.

     1.16. "Master Note": means the Master Note, as defined in Article 2 of this
Agreement.

     1.17.  "Obligations":   means  all  loans,  advances,  debts,  liabilities,
obligations,  covenants  and duties  owing by Borrower to Hardwick of every kind
and nature, present or future, whether or not evidenced by any note, guaranty or
other  instrument,  whether  arising under the Financing  Documents or any other
instrument  or  agreement,  whether  or not for the  payment  of money,  whether
executed  alone or together with another Person or Persons,  whether  arising by
reason of an extension of credit, opening of a letter of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect,  absolute or
contingent,  now existing or hereafter arising or created, and however acquired.
The  term  includes,  but  not by  way of  limitation,  all  interest,  charges,
expenses,  attorneys  fees,  and other sums  chargeable  under this or any other
agreement or instrument.

     1.18. "Person":  means any individual,  sole  proprietorship,  partnership,
joint venture,  unincorporated  organization,  association,  firm,  corporation,
partnership,   institution,  entity,  party  or  government  (whether  national,
federal,  state,  county,  city,  municipal  or  otherwise,  including,  without
limitation, any instrumentality, division, body, agency or department thereof).

     1.19.  "Real  Property":  shall  mean the real  property  described  in the
Security  Deed (as  defined  in Article 2 hereof),  together  with all  building
improvements now or hereafter located thereon.

     1.20. "UCC":  means the Uniform  Commercial Code as adopted by the State of
Georgia, as amended from time to time.

                                    ARTICLE 2

                               FINANCING DOCUMENTS

     Borrower has duly authorized, executed and delivered to Hardwick, or caused
the same to be executed, the following documents:

     2.01.  Master Note. The promissory note (the "Master Note"),  dated of even
date herewith, in the principal face of the Credit Line, payable to the order of
Hardwick,  evidencing  Borrower's  obligation  to pay the  amounts  advanced  or
re-advanced by Hardwick against the Credit Line with interest and agreed charges
and all renewals, modifications, amendments and substitutions, if any, thereof.

     2.02. Guaranty. The Guaranty (the "Guaranty") dated the date hereof whereby
the  Guarantors  have agreed,  among other  things,  to guaranty to Hardwick the
payment by Borrower of all of its Obligations to Hardwick.

     2.03.  Security  Deed.  The  Deed to  Secure  Debt and  Security  Agreement
(hereinafter  the  "Security  Deed"),  from PBC to Hardwick,  dated of even date
herewith and  conveying  the Real  Property to Hardwick to Secure the  Guaranty;
which Security Deed is to be recorded in the office of the Clerk of the Superior
Court of Gwinnett County, Georgia on or about the date hereof.

     2.04. Financing  Statements.  UCC Financing Statements from PBC in favor of
Hardwick giving notice of the security agreement contained in the Security Deed;
which  Financing  Statements  are to be recorded in the offices of the Clerks of
the Superior Court of Gwinnett  County,  Georgia on or about the date hereof and
in all other public offices where the filing thereof is necessary to perfect the
security interest of Hardwick.

     2.05.  Lease  Assignment.  The  Assignment  of  Leases,  Rents and  Profits
(hereinafter the "Lease Assignment"),  from PBC to Hardwick,  dated of even date
herewith and securing the Guaranty;  which Lease Assignment is to be recorded in
the office of the Clerk of the Superior Court of Gwinnett County, Georgia, on or
about the date hereof.

                                    ARTICLE 3

                           CONDITIONS TO DISBURSEMENT

     Prior to the  advance by  Hardwick  of any amount  against  the Credit Line
Borrower shall deliver, or cause to be delivered,  to Hardwick,  in each case in
form and substance to Hardwick and its counsel,  the following (any of which can
be waived by Hardwick in its sole discretion):

     3.01.   Organizational   Documents  of  Borrower.   A  copy  of  Borrower's
Declaration  of Trust,  together with all  amendments  thereto and a copy of the
by-laws of Borrower,  as amended,  each  certified as being a true,  correct and
complete by Borrower.

     3.02.  Proceedings of Borrower.  Certified copies of all proceedings  which
shall have been taken by Borrower to authorize the execution and deliver of this
Agreement and the other  Financing  Documents to be executed by Borrower and the
transactions contemplated hereby and thereby.

     3.03.  Corporate  Documents  of  Vinings.  A copy of  Vinings'  articles of
incorporation,  certified  by the  Secretary of State and the State of Maryland,
together with a certificate  from the Secretary of State of Maryland  certifying
that Vinings is in good  standing,  and  together  with a  certificate  from the
Secretary of State of Georgia  certifying that Vinings is a foreign  corporation
authorized to do business in the State of Georgia and is in good standing.

     3.04. Corporate  Proceedings of Vinings.  Certified copies of all corporate
proceedings  which shall have been taken by Vinings to authorize  the  execution
and deliver of the Guaranty.

     3.05. Corporate Documents of PBC. A copy of PBC' articles of incorporation,
certified by the  Secretary of State of the State of Delaware,  together  with a
certificate  from the Secretary of State of Delaware  certifying  that PBC is in
goody standing,  and together with a certificate  from the Secretary of State of
Georgia certifying that PBC is a foreign  corporation  authorized to do business
in the Sate of Georgia and is in good standing.

     3.06.  Corporate  Proceedings  of PBC.  Certified  copies of all  corporate
proceedings  which shall have been taken by PBC to authorize  the  execution and
deliver  of the  Guaranty,  the  Security  Deed,  the Lease  Assignment  and the
Financing Statements.

     3.07.  Financing   Documents.   This  Agreement  and  the  other  Financing
Documents.

     3.08.  Insurance.  The  certificates of insurance or insurance  policies as
required by Section 6.01 of this Agreement.

     3.09. Title Opinion. An opinion of title with respect to the Real Property,
issued by a law firm of recognized expertise, certifying that, in the opinion of
such law firm,  the Real  Property  is owned by  Borrower  free and clear of all
title  defects,  liens  and  encumbrances,  except  such as may be  approved  by
Hardwick, and including copies of all exceptions mentioned therein.

     3.10.  Costs of closing.  Borrower shall pay or reimburse  Hardwick for the
payment of all out of pocket expenses,  including without  limitation legal fees
and recording  fees and expenses,  including  recording fees with respect to the
Financing  Documents,  paid  or  incurred  by  Hardwick  as  the  result  of the
transactions  contemplated  by  this  Agreement,  including  the  out of  pocket
expenses of Hardwick's counsel.

                                    ARTICLE 4

                                   CREDIT LINE

     4.01.  Credit Line.  Contemporaneously  with the  execution and delivery of
this Agreement, the Master Note and the other Financing Documents,  Hardwick is,
subject to the terms of this Agreement, hereby establishing in favor of Borrower
the Credit Line.  Subject to the terms of this  Agreement and if Borrower is not
in default  hereunder,  and if no  condition  exists which but for the giving of
notice or the lapse of time,  or both,  would  constitute  and Event of  Default
hereunder, Borrower will be advanced funds against the Credit Line in accordance
with the terms of this Article 4, until the earlier of

     (i) Credit Line  Termination  Date or (ii) the date that the Credit Line is
terminated as provided for in Section 9.01 hereof.

     4.02. Interest.  The outstanding principal balance of the Master Note shall
bear  interest at a variable  rate of interest  per annum as provided for in the
Master Note.  Borrower  shall,  in accordance  with the terms of the Master Note
make  monthly  payments of interest  to  Hardwick on the  outstanding  principal
balance of the Master Note, and Borrower hereby irrevocably  authorizes Hardwick
to draft  the  Depository  Account  for the  interest  due on the  Master  Note.
Interest on the amount of each advance under the Credit Line shall be calculated
from the date of each such advance.

     4.03.  Termination  of Credit  Line.  The  termination  of the Credit  Line
pursuant to the  provisions of Section 4.01 or Section 9.01 shall not affect the
rights, liabilities and obligations of the parties with respect to advances made
Hardwick prior to the effective date of termination, and upon any termination of
the Credit Line, all  provisions of this  Agreement and the Financing  Documents
shall remain in full force and effect,  except for the obligation of Hardwick to
extend  credit to  Borrower  under the Credit  Line,  until all  Obligations  of
Borrower to Hardwick shall have been paid in full.

     4.04 Credit Line Loan  Account.  Hardwick  shall  establish  on its books a
Credit Line Loan Account  with  respect to the Credit Line,  and shall enter all
advances against the Credit Line in the Credit Line Loan Account. Hardwick shall
also  record in the  Credit  Line Loan  Account  in  accordance  with  customary
accounting  practice  all  other  charges,  expenses  and other  items  properly
chargeable  to Borrower  with  respect to the Credit  Line,  including  interest
charges,  all  payments  made by  Borrower on account of the Credit Line and the
interest payable thereon,  and other appropriate  debits and credits.  The debit
balance  in the  Credit  Line  Loan  Account  shall  reflect  the  amount of the
indebtedness  of Borrower to Hardwick from time to time under the Credit Line by
reason of  advances  against  the  Credit  Line and other  appropriate  charges,
including  interest  charges.  At least once each month  Hardwick shall render a
statement of account for the Credit Line Loan Account which  statement  shall be
considered  correct and  accepted  by Borrower  and  conclusively  binding  upon
Borrower unless Borrower  notifies Hardwick to the contrary within ten (10) days
of Hardwick's sending such statement to Borrower.

     4.05 Advances Against Credit Line.  Subject to the terms of this Agreement,
Borrower shall be advanced  funds against the Credit Line upon written  request,
signed by a duly authorized  representative of the Borrower,  or upon the verbal
request of a person duly  authorized by the Borrower for such purpose.  Borrower
agrees that all verbal  requests for  advances  against the Credit Line shall be
confirmed  in  writing  by a  duly  authorized  representative  of  Borrower  by
telecopier or facsimile  transmission to Hardwick and by mailing of the original
of such confirmation to Hardwick.  Until the Borrower shall direct otherwise, by
written notice  actually  received by an officer of Hardwick  holding a title of
vice  president or greater,  any one or more of the  following  persons shall be
authorized to request advances against the Credit Line: Peter D. Anzo and Martin
H. Petersen.  Borrower hereby  specifically vests such persons with authority to
request advances  against the Credit Line.  Borrower may, with the prior written
approval of Hardwick and by written authorization of duly authorized officers of
Borrower delivered to Hardwick, change the designation of the persons authorized
to request  advances  against the Credit Line.  In no event and at no time shall
more than three (3) persons be  authorized  by the Borrower to request  advances
against the Credit Line.  All advances  against the Credit Line shall be made to
the  Depository  Account  unless  otherwise  directed  in  writing by one of the
authorized representatives of Borrower. Hardwick agrees that if a request for an
advance  against  the  Credit  Line is made on or  before  11:00  A. M.  Eastern
Standard Time or Eastern Daylight Savings Time, as applicable, on a Banking Day,
such  advance  will be made on the same Banking Day. If such request is received
after said time,  Hardwick may if able,  but shall not be required,  to make the
advance until the next Banking Day of Hardwick. Notwithstanding the foregoing it
is  expressly  agreed  that in the event that  Hardwick  should  make an advance
against  the Credit  Line at the  request  of a person  reasonably  believed  by
Hardwick,  its  officers  or  employees,  to be a person  authorized  to request
advances  against the Credit Line,  Borrower  shall be liable for the payment of
same and  interest  thereon as provided in the Master  Note,  provided  that the
advance is made in the manner  provided for herein or the Borrower has otherwise
received  the  beneficial  use of such  funds.  Hardwick  shall  have no duty or
obligation  to make an advance  against  the Credit Line other than on a Banking
Day.

                                    ARTICLE 5

                             WARRANTIES OF BORROWER

     Borrower  hereby  warrants and represents  and/or  covenants to Hardwick as
follows:

     5.01.  Status and  Authority of Borrower.  That  Borrower (i) is a business
trust duly organized,  existing and in good standing under the laws of the State
of  Massachusetts,  (ii)  is duly  qualified  to do  business  in and is in good
standing in every other  jurisdiction in which the character of character of the
properties  owned by it or in which the  transaction  of its business makes such
qualification necessary, (iii) has the power, authority and legal right to carry
on the  business  now being  conducted  by it and to engage in the  transactions
contemplated by the Agreement and the other  Financing  Documents to be executed
by  Borrower,  and (iv) the  execution  and delivery of this  Agreement  and the
Financing  Documents  to  be  executed  by  Borrower  and  the  performance  and
observance of the provisions hereof and thereof have been duly authorized by all
necessary actions on the part of Borrower.

     5.02.  Validity  and  Enforceability  of  Financing  Documents.   That  the
Agreement and the other Financing Documents are in all respects legal, valid and
binding  in  accordance  with  their  respective  terms,  subject  only  to  (i)
applicable bankruptcy, insolvency, reorganization,  moratorium and other similar
laws affecting the enforcement of creditors' rights generally;  and (ii) general
principals of equity.

     5.03.  Conflicting  Transactions of Borrower.  That the consummation of the
transactions  hereby  contemplated  and the  performance  of the  obligations of
Borrower under and by virtue of the Agreement and the other Financing  Documents
to be  executed by Borrower  will not result in any breach of, or  constitute  a
default under, any mortgage,  security deed, deed of trust,  security agreement,
lease,  bank loan or credit  agreement,  trust indenture,  corporate  charter or
by-laws or any other  agreement or instrument to which Borrower is a party or by
which it is bound of affected.

     5.04. Pending Litigation.  Except as may have been disclosed to Hardwick in
writing, there are no actions, suits or proceedings pending, or to the knowledge
of Borrower threatened,  against or affecting Borrower or the Real Property,  at
law or in equity, or before or by any Governmental Authority.

     5.05. Information Concerning Real Property. That, subject to any limitation
stated therein or in connection  therewith,  all information by or on the behalf
of Borrower or PBC  concerning the Real Property or otherwise for the purpose of
obtaining the financial benefits  contemplated by this Agreement,  is or will be
at the  time  the same is  furnished,  accurate  and  complete  in all  material
respects and complete  insofar as completeness may be necessary to give Hardwick
a true and accurate knowledge of the subject matter.

     5.06. Financial  Statements.  That the financial statements of Borrower and
the Guarantors  which have  theretofore been delivered by Borrower or Guarantors
or on behalf of Borrower or  Guarantors to Hardwick are  materially  true in all
respects,  and that (i) the financial  statements  of Borrower,  Vinings and PBC
have been prepared in accordance with generally accepted  accounting  practices,
and (ii) the  financial  statements  of Watts,  Petersen  and Anzo  each  fairly
represent the financial  condition of the subject  thereof as of the  respective
dates thereof; and there are no material liabilities,  direct or indirect, fixed
or  contingent,  of Borrower or any  Guarantor as of the date of such  financial
statements  which are not reflected  thereon or in the notes thereto.  There has
been no material adverse change in the financial condition,  business operations
or prospects of Borrower or any  Guarantor  since the  respective  dates of said
financial  statements;  and that no  additional  borrowings  have  been  made by
Borrower or any  Guarantor  since the  respective  dates  thereof other than the
borrowing contemplated hereby or as otherwise expressly approved by Hardwick.

     5.07.  Taxes.  Borrower has filed all federal,  state and local tax returns
which are required to be filed and has paid, or made adequate  provision for the
payment  of, all taxes  which have  become due  pursuant  to said  returns or to
assessments received by Borrower.

     5.08.  ERISA  Requirements.  Unless  previously  disclosed  in  writing  to
Hardwick, Borrower has not established and is not a party to any stock option or
deferred  compensation  plan or  contract  for the benefit of its  employees  or
officers, any pension, profit sharing or retirement plan, or any other agreement
or  arrangement  with any  officer,  director  or  stockholder,  member of their
families or trusts for their  benefit,  and Borrower is in  compliance  with all
applicable  provisions  of the  Employee  Retirement  Security  Act of 1974,  as
amended ("ERISA").

     5.09.  Regulation  U. None of the proceeds of the Credit Line shall be used
directly or  indirectly  for the purpose of  purchasing or carrying any stock in
violation  of  Regulation  U of the Board of  Governors  of the Federal  Reserve
System.

     5.10.  No Events of Default  under  Financing  Documents.  That no Event of
Default  by  Borrower  exists  under this  Agreement,  or under any of the other
Financing  Documents,  and no event has  occurred and is  continuing  which with
notice or the passage of time,  or both,  would  constitute  an Event of Default
under any of the Financing Documents.

                                    ARTICLE 6

                        AFFIRMATIVE COVENANTS OF BORROWER

         Borrower hereby covenants and agrees with Hardwick as follows.

     6.01.  Insurance.  To obtain,  or cause to be obtained,  such  insurance or
evidence of insurance as Hardwick may  reasonable  require,  including,  but not
limited to, the following:

          (a) Property and Casualty  Insurance.  As required by the terms of the
     Security Deed.

          (b)  Public  Liability  and  Workmen's   Compensation   Insurance.   A
     certificate from an insurance  company  indicating that Borrower is covered
     by public liability and workmen's  compensation insurance to the reasonable
     satisfaction of Hardwick.

     6.02.  Collection  of Insurance  Proceeds.  To cooperate  with  Hardwick in
obtaining for Hardwick the benefits of any insurance or other proceeds  lawfully
or  equitably   payable  to  Hardwick  in  connection   with  the   transactions
contemplated  hereby and to  reimburse  Hardwick  for any  expenses  incurred in
connection  therewith  (including  the  payment by Borrower of the expense of an
independent  appraisal on behalf of Hardwick in case of a fire or other casualty
affecting the Inventory, or any part thereof).

     6.03. Change of Name or Use of Tradename.  To give Hardwick at least thirty
(30) days prior written notice of (i) any proposes change in the location of the
principal offices or principal place of business of Borrower,  (ii) any proposed
change in Borrower's  corporate name, and (iii) any proposed use of a trade-name
or other fictitious name by Borrower.

     6.04.  Financial  Statements.  For so  long  as  Borrower  shall  have  any
Obligation  to Hardwick,  Borrower  agrees to deliver to Hardwick the  following
financial statements and reports:

          (a) Financial Statements of Borrower.

               (1) As soon as  practicable  after the end of each fiscal year of
          Borrower, but in any event within ninety (90) days thereafter,  a copy
          of: (i) a balance sheet for Borrower at the end of such year, and (ii)
          statements  of income and surplus for Borrower for such year,  setting
          forth in each case in  comparative  form the figures for the  previous
          fiscal year of Borrower,  all in reasonable  detail and accompanied by
          an  unqualified  opinion  of a firm of  independent  certified  public
          accountants  of  recognized   expertise,   reasonably   acceptable  to
          Hardwick, certifying that such financial statements have been prepared
          in accordance with generally accepted accounting principles applied on
          a consistent  basis.  At the time of the  furnishing of such financial
          statements  Borrower  shall,  if requested  by Hardwick,  also furnish
          Hardwick with a certificate  from the president or the chief financial
          officer of Borrower  stating that he has reviewed this Agreement,  the
          other  Financing  Documents and the affairs of Borrower and that he is
          unaware of the  occurrence of an event which  constitutes  an Event of
          Default  hereunder  or which  would  constitute  an  Event of  Default
          hereunder with the giving of notice or the lapse of time, or both, or,
          if such an event has occurred, stating the facts with respect thereto.

               (2) As soon as  practicable  after  the  close  of each  calendar
          quarter of  Borrower  except the last  quarter in each  fiscal year of
          Borrower, but in any event within thirty (30) days thereafter,  a copy
          of: (i) a balance  sheet for  Borrower as of the end of such  quarter,
          and (ii)  statements  of  income  and  surplus  of  Borrower  for such
          quarter,  all in  reasonable  detail and  certified  as  complete  and
          correct,  subject to changes resulting from year-end  adjustments,  by
          the president or chief financial  officer of Borrower.  At the time of
          the  furnishing  of such  financial  statements,  Borrower  shall,  if
          Hardwick so requests,  also furnish Hardwick with a certificate signed
          by the president or the chief  financial  officer of Borrower  stating
          that he has reviewed this Agreement, the other Financing Documents and
          the affairs of Borrower and that he is unaware of the occurrence of an
          event which  constitutes an Event of Default  hereunder or which would
          constitute an Event of Default  hereunder with the giving of notice or
          the lapse of time, or both, or, if such an event has occurred, stating
          the facts with respect thereto.

               (3) Such other and further information respecting its affairs and
          financial  condition as Hardwick  may,  from time to time,  reasonably
          request.

     6.05.  Maintenance of Existence.  Borrower will maintain its existence as a
business trust and, in each  jurisdiction in which the nature of its business or
the  character  of the  property  owned  by  Borrower  makes  its  qualification
necessary, maintain good standing.

     6.06. Accrual of Taxes and Benefit Contributions.  During each fiscal year,
accrue all current tax  liabilities  of all kinds,  all required  withholding of
income taxes and social  security  taxes of employees,  all required old age and
unemployment contributions,  all required payments to any employee benefit plans
maintained by Borrower, and pay the same as they become due.

     6.07.  Compliance  with  Laws.  Comply  with  all  applicable  statues  and
governmental regulations governing or regulating the business of Borrower.

     6.08.  Notice of Legal Action.  Give Hardwick  prompt notice of any suit or
proceeding against Borrower involving more than $50,000.

     6.09.  Notice  of  Damage  to or Loss  of  Collateral.  Immediately  notify
Hardwick of any event  causing a material loss or  depreciation  in value of the
Real Estate and the amount of such loss or  depreciation,  except Borrower shall
not be required to notify Hardwick of depreciation resulting from ordinary use.

                                    ARTICLE 7

                         NEGATIVE COVENANTS OF BORROWER

     Until the Loan Obligations have been paid in full,  Borrower  covenants and
agrees that it will not, without the prior written consent of Hardwick, which in
each case shall not be unreasonable withheld:

     7.01. Merger or Consolidation.  Merge or consolidate with or into any other
Person.  In the event Hardwick  consents to any such merger or consolidation and
as a condition  thereto,  Borrower  shall  deliver or cause to be  delivered  to
Hardwick such  assurances,  including  opinions from  Borrower's  legal counsel,
acceptable  to  Hardwick,  that the Loan  Obligations  and  Hardwick's  security
interest and lien on the Real Property are unaffected thereby.

     7.02.  Transactions with Affiliates.  Purchase,  acquire, or lease property
from, or sell, transfer or lease any property to any Affiliate,  except on terms
which  are no  less  favorable  to  Borrower  than  would  be the  case  if such
transactions had been made with disinterested third parties.

     7.03. Guaranty of Others Obligations. Be a surety, guarantor or endorser or
otherwise  become  liable to any Person,  other than  Hardwick,  for or upon the
obligations  of any other Person,  other than by  endorsement  of instruments or
items or payment for deposit to the general account of Borrower.

     7.07.  Loans or  Advances  by  Borrower.  Make any loans or advances to any
Person,  including officers,  trustees and employees of Borrower,  except in the
ordinary course of the business of Borrower.

     7.08.  Accountants.  Maintain independent  certified public accountants who
are not approved by Hardwick.

                                    ARTICLE 8

                                    DEFAULTS

     An Event of Default shall be deemed to have occurred  under this  Agreement
if:

     8.01.  Default under Master Note.  Borrower  shall fail to pay when due and
payable any installment of interest or principal,  or principal and interest, as
provided for the Master Note and the  continuation  of such  default  beyond any
grace period provided for in the Master Note; or

     8.02. Breach of Covenant. Borrower breaches or fails to perform, observe or
meet any term,  covenant or  condition  made  herein or in any of the  Financing
Documents  executed by Borrower  (other than a default as referred to in Section
8.01 above) and does not cure same within 10 days after written notice  thereof,
with respect to such  breaches or failures  curable by the payment of money,  or
within 15 days after written notice thereof,  with respect to all other breaches
and failures, provided, however, that with respect to breaches or failures which
cannot be cured by the payment of money,  and cannot  reasonably be cured within
such period (but can be cured),  no Event of Default  shall exist  hereunder  so
long as Borrower promptly  commences and thereafter  diligently pursues the cure
thereof and continues to satisfy all of Borrower's  monetary  obligations  under
the Financing  Documents,  but in any event such period shall not exceed 30 days
from the date of written  notice of default or extend the maturity of the Master
Note; or

     8.03. Breach of Warranty.  Any warranties or representations made or agreed
to be made  herein  by  Borrower  shall  be  breached  by  Borrower  or shall be
determined to have been false or incomplete in any material  respect at the time
given or made; or

     8.04.  Breach Under  Financing  Documents.  Any default or event of default
shall occur and be continuing under the Guaranty, the Security Deed or the Lease
Assignment;

     8.05.  Judgment Liens. A final judgment shall be rendered by a court of law
or  equity  against  Borrower  or  any  Guarantor  and  the  same  shall  remain
undischarged  for the period of thirty (30) days  unless such  judgment is fully
covered  by  collectible  insurance.   For  purposes  hereof,  the  term  "final
judgement" shall mean a judgment of a court of competent  jurisdiction  which is
not subject to further direct review or appeal; or

     8.06.  Bankruptcy.  (i)  The  fining  by  Borrower  or any  Guarantor  of a
voluntary  petition in  bankruptcy  under Title 11 of the United States Code, or
the issuing of an order for relief against Borrower or any Guarantor under Title
11 of the United States Code, or (ii) the filing by Borrower or any Guarantor of
any  petition  or  answer  seeking  or   acquiescing   in  any   reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief for Borrower or any Guarantor under any present or future federal,  state
or other law or regulation  relating to  bankruptcy,  insolvency or other relief
for debtors,  or (iii) Borrower's or any Guarantor's seeking or consenting to or
acquiescing in the appointment of any custodian, trustee, receiver,  conservator
or liquidator of Borrower or such  Guarantor or of all or a substantial  part of
the  property of Borrower or any such  Guarantor  or of any or all of the rents,
issues, profits,  revenues and royalties thereof, of (iv) the making by Borrower
or any Guarantor of a general  assignment  for the benefit of creditors,  or (v)
the entry by a court of competent  jurisdiction  of an order  judgment or decree
approving  a petition  filed  against  Borrower  or any  Guarantor  seeking  any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief  under any present or future  federal,  state or other law or
regulation  relating to bankruptcy,  insolvency or other relief for debtors,  or
(vi)  the  appointment  of any  custodian,  trustee,  receiver,  conservator  or
liquidator  of Borrower or any  Guarantor or of all or  substantial  part of the
property  of  Borrower  or any  such  Guarantor  or of any or all of the  rents,
issues,  profits,   revenues  and  royalties  thereof  without  the  consent  or
acquiescence of Borrower or the respective Guarantor; or

     8.07. Secondary Financing and Sale of Real Property. PBC shall, without the
prior written consent of Hardwick,  sell,  transfer or convey all or any part of
its interest in the Real Property,  or any portion thereof,  or shall enter into
any secondary  financing  arrangement with respect to the Real Property,  or any
part thereof, without the prior written consent of Hardwick; or

     8.08.  Ejectment  from Real  Property.  PBC shall be ejected  from the Real
Property or any part thereof or from the use and occupancy  thereof by reason of
any defect in the title to the Real Property; or

     8.09.  Adverse Claims to Real Property.  In any Person shall file any claim
in any legal or equitable  proceeding  challenging  the priority of the lien and
security interest of Hardwick in the Real Property or any part thereof; or

     8.10. Damage to or Loss of Real Property. If there shall occur any material
uninsured  damage to or loss or destruction  of the Real  Property,  or any part
thereof; or if the Real Property,  or any material portion thereof, is subjected
to waste; or

     8.11. Failure to Notify.  Borrower shall fail to notify Hardwick in writing
immediately after damage or loss to the Real Property by reason of fire or other
casualty,  and prior to the making of any repairs thereto, or to permit Hardwick
to  inspect  such  damage  or loss  prior  to the  making  of,  during  and upon
completion of any repairs thereto; or

     8.12.  Liquidation of Dissolution of Borrower of Corporate  Guarantors.  If
either  Borrower,  Vinings or PBC is  liquidated  or  dissolved  or its  charter
expires or is revoked and is not reinstated within thirty (30) days; or

     8.13.  Default under Other  Documents.  If there shall occur any default or
event of default  under and as defined in any other  agreement  now or hereafter
evidencing  or  securing  any  indebtedness  or  Obligation  of  Borrower or any
Guarantor to Hardwick; or

     8.14.  Revocation of Guaranty.  If any one or more of the Guarantors  shall
revoke or  rescind  or  attempt  to  revoke  or  rescind  the  Guaranty  or such
Guarantor's obligations thereunder; or

     8.15. Death of Guarantor. If either Anzo, Watts or Petersen shall die; or

     8.16. Insecurity.  If Hardwick should otherwise reasonably deem itself, its
security interest,  if any, or any indebtedness  hereunder unsafe or insecure or
should  Hardwick  believe in good faith  that the  prospect  of payment or other
performance  by Borrower or any Guarantor is impaired,  and Borrower  fails upon
request of Hardwick to provide  Hardwick such additional  collateral as it shall
reasonably request; or

     8.17.  Failure to Disprove Default.  Hardwick shall reasonably  suspect the
occurrence of any one or more of the  aforesaid  Events of Default and Borrower,
upon  the  request  of  Hardwick,  shall  fail to  provide  evidence  reasonably
satisfactory  to Hardwick  that such Event or Events of Default have not in fact
occurred.

                                    ARTICLE 9

                              REMEDIES OF HARDWICK

     Upon the  occurrence of any one or more of the Events of Default set out in
Article 9 hereof,  Hardwick, at its option and in addition to and not in lieu of
the remedies provided for in the other Financing Documents, shall be entitled to
proceed to exercise any of the following remedies:

     9.01.  Termination  of Credit Line.  Hardwick may  immediately  and without
notice to Borrower,  terminate the Credit Line, whereupon Hardwick shall have no
further duty or obligation to make advances against the Credit Line to Borrower,
except that upon the  occurrence  of an Event of Default  under Section 8.06 the
Credit Line shall  automatically be terminated  without the necessity of any act
or action on the part of Hardwick.

     9.02.  Default under Other  Financing  Documents.  Borrower agrees that the
occurrence of such Event of Default shall constitute a default under each of the
other Financing Documents, thereby entitling Hardwick (i) to exercise any of the
various remedies therein and herein provided,  including the acceleration of the
indebtedness  evidenced  by the Master  Note and to  exercise  any or all of the
rights,  remedies  and  powers  contained  herein  and  in the  other  Financing
Documents,  and (ii)  cumulatively  to exercise  all other  rights,  options and
privileges provided by law or in equity.

     9.03. Offset and Setoff.  Hardwick may, at its option,  without any further
notice to Borrower  (such  notice being hereby  expressly  waived),  set-off and
apply any and all deposits (general or special,  time or demand,  provisional or
final)  at any time  held by, or any  other  indebtedness  at any time  owing by
Hardwick to Borrower to or for the credit or the account of Borrower against the
Obligations,  irrespective  of whether  any demand  has been made  hereunder  or
whether such obligation is mature.  The rights given hereunder are cumulative to
all other rights of set-off under this or any other agreement or by operation of
law or otherwise.  Hardwick shall promptly  notify  Borrower of any such set-off
and application, but failure to do so shall not affect the validity thereof.

     9.04.  Attorneys'  Fees and Expenses.  In the event of the occurrence of an
Event of Default and as the result thereof  Hardwick  shall employ  attorneys or
incur other  expenses for the  collection of payments due hereunder or under any
of the Financing  Documents,  or the  enforcement or observance of any agreement
herein or  therein  contained,  Borrower  agrees  that it will on demand  pay to
Hardwick  the  reasonable  fees and  expenses of such  attorneys  and such other
expenses incurred by Hardwick,  including without  limitation the reasonable out
of pocket expenses of its attorneys.

     9.05. No Waiver of Remedies.  No delay or omission to exercise any right or
remedy accruing upon the occurrence of an Event of Default shall impair any such
right or  remedy or shall be  construed  to be a waiver  thereof,  but each such
right and  remedy may be  exercised  from time to time as often as may be deemed
expedient by Hardwick. No course of dealing between Hardwick and Borrower or any
delay on Hardwick's part in exercising any rights or remedies shall operate as a
waiver of Hardwick's rights or remedies.

     9.06.  Waiver of Events of  Default.  Hardwick  shall not be liable for any
action or omission on the part of Hardwick, its officers,  agents and employees,
except for those  arising out of gross  negligence  or willful  misconduct.  The
failure by Hardwick at any time or times hereafter to require strict performance
by Borrower of any of the terms,  provisions,  representations,  warranties  and
covenants  contained in the  Agreement or any other of the  Financing  Documents
shall not waive,  affect or diminish any right of Hardwick  thereafter to demand
strict  compliance  and  performance  therewith  and with  respect  to any other
provisions,  warranties,  terms and conditions  contained herein and therein any
waiver of any Event of  Default  shall  not waive or affect  any other  Event of
Default,  whether  prior or  subsequent  thereto,  and  whether the same or of a
different type. None of the warranties,  conditions, provisions or terms of this
Agreement or the other  Financing  Documents shall be deemed to have been waived
by any act or knowledge of Hardwick, its agents, officers or employees, but only
by an  instrument  in writing  signed by an officer of Hardwick  and directed to
Borrower  specifying  such  waiver.  Hardwick  may waive  any  Event of  Default
hereunder and its consequences or rescind any declaration of the acceleration of
the Master Note. Such waiver shall also waive the corresponding Event of Default
hereunder and its  consequences.  In the event of any such waiver or rescission,
or in the event any  proceeding  taken by  Hardwick  on  account of any Event of
Default shall have been  discontinued  or abandoned or  determined  adversely to
Hardwick,  then, and in every such case, Hardwick and Borrower shall be restored
to their former  positions,  respectively,  and rights  hereunder  and under the
other Financing Documents,  but no such waiver or rescission shall extend to any
subsequent  or other  then  existing  Event of  Default  or impair  any  rights,
remedies or powers of Hardwick.

                                   ARTICLE 10

                                  MISCELLANEOUS

     10.01.  Addresses  and Notices.  Each notice,  demand,  election or request
which by any  provision  of this  Agreement is required or permitted to be given
pursuant to this Agreement (hereinafter in this Section referred to as "Notice")
must be in writing and shall be deemed to have been properly  given or served by
personal delivery or by depositing same in the United States mail, registered or
certified  mail with return receipt  requested,  postage  prepaid,  addressed as
follows:

                  To Borrower:              Vinings Investment Properties Trust
                                            3111 Paces Mill Road
                                            Suite A-200
                                            Atlanta, Georgia  30339-5704
                                            Attention:  Peter D. Anzo

                  To Hardwick:              Hardwick Bank and Trust Company
                                            P. O. Box 1367
                                            Dalton, Georgia  30722-1367
                                            Attention:  Dan Davis

Borrower and Hardwick,  by notice given in accordance  with this Section  10.01,
shall  have the right to change  their  respective  addresses  for the giving of
notices  and each  shall  have the right to  specify  as its  address  any other
address in the United States of America. Each notice shall be effective upon the
earlier of (i) being  personally  delivered or (ii) three days after the deposit
thereof in the United States Mail in accordance with this Section,  and the time
period in which a response to any notice,  demand or request must be given shall
commence  to run from the  effective  date of such  notice.  Rejection  or other
refusal  to accept or the  inability  to deliver  because of changed  address of
which no notice was given shall be deemed to be receipt of the notice, demand or
request sent.

     10.02.  Construction  of Agreement.  This Agreement and the other Financing
Documents  supersede  and  incorporate  all   representations,   promises,   and
statements,  oral or  written,  made in  connection  with the Credit  Line.  The
Financing  Documents  are to be construed as part and parcel of this  Agreement,
and, by this reference thereto,  are incorporated herein and made a part hereof.
In the event of any conflict  between the  provisions of this  Agreement and the
provisions of any of the Financing  Documents,  the provisions of this Agreement
shall govern.  It is,  however,  the intention of the parties that the terms and
conditions  of this  Agreement and the  Financing  Documents  shall be liberally
construed as mutually consistent,  complementary, or supplementary,  rather than
conflicting.

     10.03.  Assignment.  Borrower  may not assign this  Agreement or any of its
rights or obligations hereunder without the prior written consent of Hardwick.

     10.04. Binding Effect. Whenever in this Agreement one of the parties hereto
is named or referred  to, the legal  representative,  successors  and assigns of
such party shall be included in all covenants and  agreements  contained in this
Agreement by or on behalf of Borrower or by or on behalf of Hardwick  shall bind
and inure to the benefit of their respective legal  representatives,  successors
and assigns.

     10.05. Headings. The heading of the Articles,  Sections and sub-sections of
this Agreement are for convenience of reference only, and not to be considered a
part hereof and shall not limit or otherwise affect the terms hereof.

     10.06. Invalid Provisions Affect No Others. If fulfillment of any provision
hereof  or any  transaction  related  hereto  at the  time  performance  of such
provisions  shall be due,  shall  involve  transcending  the  limit of  validity
presently  prescribed by law, with regard to  transactions of like character and
amount,  the ipso facto,  the obligation to be fulfilled shall be reduced to the
limits  of such  validity;  and if any  clause  or  provision  herein  contained
operates or would prospectively operate to invalidate this Agreement in whole or
in part, then such clause or provision only shall be held for naught,  as though
not herein contained, and the remainder of this Agreement shall remain operative
and in full force and effect.

     10.07.  Number and Gender.  Whenever the singular or plural number,  or the
masculine,  feminine or neuter gender is used herein,  it shall equally  include
the other.

     10.08. Amendment and Modification. Neither this Agreement nor any provision
hereof may be changed,  waived,  discharged or terminated  orally, but only by a
written  instrument  signed by the party against whom enforcement of the change,
waiver, discharge or termination is sought.

     10.09. Survival of Covenants.  All covenants,  agreements,  representations
and warranties  made herein and in certificates  or reports  delivered  pursuant
hereto shall be deemed to have been  material  and relied upon by Hardwick,  and
shall  survive  the  execution  and  delivery  of the Master  Note and the other
Financing Documents.

     10.10. Execution of Counterparts. This Agreement may be executed in several
counterparts,  each of which,  when executed and  delivered,  shall be deemed an
original,  but such  counterparts  shall  together  constitute  one and the same
instrument.

     10.11.  Governing Law. This Agreement  shall be governed  exclusively,  and
shall  construed and enforced in accordance  with,  the  applicable  laws of the
State of Georgia.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized officers and Borrower has caused its seal to be affixed
hereon as of the day and year first above written.

                     VININGS INVESTMENT PROPERTIES TRUST



                     By: /s/ Peter D. Anzo
                     ------------------------
                         Peter D. Anzo, Authorized Trustee, on behalf of
                         all of the Trustees



                     HARDWICK BANK AND TRUST COMPANY


                     By: /s/ Daniel P. Davis
                     --------------------------
                         Vice President