VININGS INVESTMENT PROPERTIES TRUST

                 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED
                              DECLARATION OF TRUST


     AMENDMENT  NO. 2 (the  "Amendment")  to the  Second  Amended  and  Restated
Declaration of Trust of VININGS INVESTMENT  PROPERTIES TRUST (the "Trust") dated
February 6, 1985,  as amended  (the  "Declaration  of Trust"),  made at Atlanta,
Georgia this 25th day of June, 1996 by the Board of Trustees hereunder.

     WHEREAS,  Section  9.3  of the  Declaration  of  Trust  provides  that  the
Declaration of Trust may be amended by the vote or written consent of a majority
of the  Trustees and of the holders of a majority of the  outstanding  shares of
beneficial interest of the Trust entitled to vote thereon;

     WHEREAS, the Board of Trustees desires to amend the Declaration of Trust to
(i) authorize the Board of Trustees to combine  outstanding shares of beneficial
interest  of the Trust by way of  reverse  share  split,  (ii)  provide  that to
achieve the general policy objective of the Trust, the Trustees intend to invest
the  assets of the Trust in  multifamily  apartment  properties  and other  real
estate properties which offer the potential to achieve such objective, and (iii)
eliminate  certain   restrictions  on  the  Trust's  investment   practices  and
activities (collectively, the "Amendments");

     WHEREAS,  in accordance with Section 9.3 of the  Declaration of Trust,  the
Trustees have approved the Amendments  pursuant to a unanimous  written  consent
dated May 23, 1996; and

     WHEREAS,  in accordance with Section 9.3 of the  Declaration of Trust,  the
Amendments  have been  approved  at a meeting of  shareholders  held on June 25,
1996,  by the  holders of a majority  of the  outstanding  shares of  beneficial
interest of the Trust entitled to vote thereon;

     NOW,  THEREFORE,  the undersigned,  being all the Trustees of the Trust, do
hereby state:

          1. Section 2.1 of the  Declaration  of Trust is hereby  amended in its
     entirety to read as follows (new language appearing in italics):

               "2.1 General Statement of Policy. It is the general policy of the
          Trust  that the  Trustees  invest  the  Trust  Estate  principally  in
          investments  which will  conserve  and protect  the  Trust's  invested
          capital,  produce  cash  distributions,  and offer the  potential  for
          capital  appreciation  to be realized  upon the sale,  refinancing  or
          other disposition of such investments.  To achieve this objective, the
          Trustees  intend to invest the assets of the Trust in  Mortgage  Loans
          and   Land   Purchase-Leasebacks,    including   those   with   equity
          enhancements,  multifamily  apartment properties and other real estate
          properties and  investments  which offer the potential to achieve such
          objective.  The  consideration  paid for Real Property acquired by the
          Trust  shall  ordinarily  be  based on the  fair  market  value of the
          property as determined by a majority of the Trustees. In cases where a
          majority of the Unaffiliated  Trustees so determine,  such fair market
          value shall be as  determined by a qualified  independent  real estate
          appraiser  selected  by the  Trustees,  including  a  majority  of the
          Unaffiliated  Trustees.  The  Trustees,  including  a majority  of the
          Unaffiliated  Trustees,  shall at least annually review the investment
          policies of the Trust to determine that the policies being followed by
          the Trust are in the best interests of the Shareholders, and each such
          determination and the basis therefor shall be set forth in the minutes
          of meetings of the Trustees."

     2.  Article  VI of the  Declaration  of  Trust  is  hereby  deleted  in its
entirety.

     3.  Section  7.1 of the  Declaration  of Trust  is  hereby  amended  in its
entirety to read as follows (new language appearing in italics):

               "7.1  Shares.  The  beneficial  interest  in the  Trust  shall be
          divided into  transferable  units of a single class,  all of which are
          designated  as Shares,  each  without par value,  and each Share shall
          (except as provided in Section 7.12) be identical in all respects with
          every  other  Share.  The total  number of Shares the Trust shall have
          authority  to issue shall be  unlimited.  The Shares may be issued for
          such consideration as the Trustees shall determine, including upon the
          conversion of  convertible  debt, or by way of share dividend or share
          split in the  discretion of the Trustees.  In addition to the issuance
          of Shares by way of share  dividend or share  split,  the Trustees may
          combine  outstanding  Shares by way of reverse share split and provide
          for the  payment  of cash in  lieu  of any  fractional  interest  in a
          combined  Share;  and the  mechanics  authorized  by the  Trustees  to
          implement any such combination shall be binding upon all Shareholders,
          holders of convertible debt, optionees and others with any interest in
          Shares.  Outstanding  Shares shall be  transferable  and assignable in
          like  manner  as are  shares  of  stock  of a  Massachusetts  business
          corporation.  Shares reacquired by the Trust shall no longer be deemed
          outstanding  and shall have no voting or other rights unless and until
          reissued. Shares reacquired by the Trust may be cancelled by action of
          the Trustees.  All Shares shall be fully paid and  nonassessable by or
          on behalf of the Trust upon  receipt of full  consideration  for which
          they have been issued or without additional consideration if issued by
          way of  share  dividend,  share  split  or  combination  or  upon  the
          conversion  of  convertible  debt.  The Shares  shall not  entitle the
          holder to preference,  preemptive,  conversion,  or exchange rights of
          any kind,  except as the  Trustees  may  specifically  determine  with
          respect  to any  Shares at the time of  issuance  of such  Shares  and
          except as specifically provided by law."

     4. This Amendment may executed in separate  counterparts,  each of which so
executed and delivered  shall be an original,  but all such  counterparts  shall
together constitute one and the same instrument.

     5.  Pursuant to Section 10.2 of the  Declaration  of Trust,  a copy of this
Amendment shall be filed with the Secretary of The Commonwealth of Massachusetts
and with the Boston City Clerk.

     EXECUTED as of the 25th day of June, 1996.


     TRUSTEES


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

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


/s/ Stephanie A. Reed
----------------------
    Stephanie A. Reed


/s/ Gilbert H. Watts, Jr.
-------------------------
    Gilbert H. Watts, Jr.


/s/ Phill D. Greenblatt
-----------------------
    Phill D. Greenblatt

/s/ Henry Hirsch
----------------
    Henry Hirsch