VININGS INVESTMENT PROPERTIES, L.P.

                             FOURTH AMENDMENT TO THE
              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
              -----------------------------------------------------

         This Fourth Amendment to the Amended and Restated  Agreement of Limited
Partnership of Vinings Investment Properties, L.P. is made as of July 1, 1998 by
Vinings  Investment  Properties  Trust,  a  Massachusetts  business  trust  (the
"Trust"),  as general  partner (the  "General  Partner")  of Vinings  Investment
Properties,  L.P., a Delaware limited partnership (the  "Partnership"),  and the
Trust,  limited  partner of the  Partnership  for the  purpose of  amending  the
Amended and Restated  Agreement of Limited  Partnership of the Partnership dated
June 30, 1997, as amended (the "Partnership  Agreement").  All capitalized terms
used  herein  and not  otherwise  defined  shall  have the  respective  meanings
ascribed to them in the Partnership Agreement.

         WHEREAS, the Trust has made a capital contribution and has been 
admitted as a Limited Partner of the Partnership;

         WHEREAS,  the Trust  has  purchased  and  retired a total of 117 of its
shares of  beneficial  interest  ("Shares")  and the General  Partner  wishes to
adjust  the  interests  in  the  Partnership  pursuant  to  Section  4.1  of the
Partnership Agreement to accurately reflect such redemption;

         WHEREAS,  the Trust has also issued a total of 20,000 additional Shares
and has made an  additional  capital  contribution  to the  Partnership  and the
General Partner has issued to the Trust additional units in the Partnership (the
"Units") pursuant to Section 4.2 of the Partnership Agreement;

         NOW  THEREFORE,  in  consideration  of the mutual  covenants  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. CHANGE IN PERCENTAGE INTEREST.

         (a) Pursuant to Section 4.2 of the Partnership  Agreement,  the Trust's
interest in the  Partnership  shall  decrease by the number of Units  associated
with the  redemption of Shares and shall  increase by the number of Units issued
in connection with the issuance of Shares as reflected on Exhibit A;

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

SECTION 2. AMENDMENT TO PARTNERSHIP AGREEMENT.

         Pursuant  to Section  4.1 of the  Partnership  Agreement,  the  General
Partner,  as general partner of the  Partnership,  hereby amends the Partnership
Agreement by deleting  Exhibit A thereto in its  entirety and  replacing it with
the Exhibit A attached hereto.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Amendment as of the
date first written above.

VININGS INVESTMENT PROPERTIES, L.P.

By: Vinings Investment Properties Trust

General Partner

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

VININGS INVESTMENT PROPERTIES TRUST

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


<PAGE>
                       Vinings Investment Properties, L.P.
       Fourth Amendment to the Amended and Restated Partnership Agreement

                                    Exhibit A
                                    ---------

                                          Percentage     Number of
Name and Address of Contributor            Interest     Units Issued
-------------------------------     -----------------------------------

GENERAL PARTNER:
----------------------
Vinings Investment Properties Trust          1.00%            13,432
 

LIMITED PARTNERS:
------------------
Vinings Investment Properties Trust         80.94%         1,087,193
The Vinings Group, Inc.                      0.67%             9,108
Hallmark Group Real Estate Service Corp.     0.67%             9,108

ASSIGNEES:
-------------
Irving Abrams                                0.49%             6,598
Tim R. Altman                                0.25%             3,299
William E. & Mary E. Butler                  0.25%             3,299
Donald E. Chace                              0.49%             6,598
Terry D. Douglass                            0.49%             6,598
Hazel E. Earsley                             0.25%             3,299
Stanley D. Eason                             0.49%             6,598
C.W. Gustav & Janice S. Eifrig               0.25%             3,299
Jane L. Finchum                              0.12%             1,649
Esty Foster                                  0.49%             6,598
Robert Hesseltine                            0.49%             6,598
Betty T. Hinds                               0.49%             6,598
Albert H. Hooper, Jr.                        0.49%             6,598
Mary Susan Leahy, Executor for the                   
   Estate of Joseph Dunbar Shields, Jr.      0.49%             6,598
Trustmark National Bank, Agent for 
   Kathryn D. Little, Investment             0.49%             6,598
Patrick Paul McCarthy                        0.25%             3,299
James A. Melvin, Jr.                         0.49%             6,598
John R. Mileski                              0.49%             6,598
J. Cary Monroe                               0.25%             3,299
E. Ray Morris                                0.49%             6,598
Thomas W. Orcutt, M.D.                       0.49%             6,598
Thomas D. Price                              0.25%             3,299
Frederick R. Radcliffe                       0.25%             3,299
Joseph D. Shields, III, M.D.                 0.25%             3,299
M.F.  Soukkar                                0.49%             6,598
Virginia G. Sturwold                         0.25%             3,299
Oliver H. Tallman, II                        0.25%             3,299
Lewis F.  Wood, Jr.                          0.49%             6,598
Homer R. Yook                                0.25%             3,299
Alice C. Young                               0.25%             3,299
The Vinings Group, Inc.                      0.12%             1,650
Hallmark Group Real Estate Service Corp      0.12%             1,649
Robert L. Bell, M.D.                         0.49%             6,598
William G. Beshears, Jr.                     0.49%             6,598
Joseph Bonsall, Jr.                          0.49%             6,598
Harold J. DeBlanc, Jr., M.D.                 0.49%             6,598
William A. Hall                              1.96%            26,391
Robert G. Randall                            0.49%             6,598
Thomas L. Williams                           0.25%             3,299
Don M. Updegraff, Jr.                        0.12%             1,649
Majed S. Zakaria                             0.49%             6,598
                                           -----------   -------------
Total                                      100.00%         1,343,171
                                           ==========    =============