VININGS INVESTMENT PROPERTIES, L.P.

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

         This Third  Amendment to the Amended and Restated  Agreement of Limited
Partnership of Vinings  Investment  Properties,  L.P. is made as of December 19,
1997 by Vinings Investment Properties Trust, a Massachusetts business trust (the
"Trust"),  Vinings Holdings,  Inc., a Delaware corporation  ("Holdings") and the
Trust  as  general  partner  (the  "General   Partner")  of  Vinings  Investment
Properties,  L.P., a Delaware limited  partnership (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,  both the Trust and Holdings  have made capital  contributions
and have been admitted as Limited Partners of the Partnership; and

         WHEREAS,  Holdings  desires to withdraw as a Limited  Partner  from the
Partnership (the "Withdrawing Limited Partner") and transfer its Limited Partner
interest in the  Partnership to the Trust and the General  Partner has consented
to such transfer;

         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. Transfer of Limited Partner's Interest.

         (a) Holdings does hereby sell, grant,  convey,  transfer,  assign,  set
over and  deliver  unto the Trust all of its  interest in the  Partnership  (the
"Interest").

         To have  and to hold  the  Interest,  together  with  all and  singular
rights,  privileges and appurtenances  thereto,  and anywise belonging or in any
way  appertaining  to  Holdings  unto the Trust,  its  successors  and  assigns,
forever.

         (b) Holdings  hereby  represents and warrants that Holdings is the sole
owner of legal and beneficial title to all of the Interest and Holdings has made
no previous assignment of the Interest.

         (c) Pursuant to Section 11.4 of the Partnership Agreement,  the General
Partner  hereby  consents to the transfer of the Interest  from  Holdings to the
Trust pursuant to Section 11.3 A of the Partnership Agreement.

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

THESE  SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
SECTION 10-5-9 OF THE GEORGIA  SECURITIES  ACT OF 1973, AND EXEMPTIONS  FROM THE
SECURITIES  ACT OF  1933,  AND  MAY  NOT BE  SOLD  OR  TRANSFERRED  EXCEPT  IN A
TRANSACTION  WHICH  IS  EXEMPT  UNDER  SUCH  ACTS OR  PURSUANT  TO AN  EFFECTIVE
REGISTRATION UNDER SUCH ACTS.

SECTION 2. AMENDMENT TO PARTNERSHIP AGREEMENT.

         Pursuant to Section 14.1 B of the  Partnership  Agreement,  the General
Partner, as general partner of the Partnership and as  attorney-in-fact  for its
Limited Partners,  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 TRUST          VININGS HOLDINGS, INC.
 As General Partner                           As Withdrawing Limited Partner
 By:    /s/ Peter D. Anzo                     By:    /s/ Stephanie A. Reed
 -------------------------                    --------------------------- 
 Name:    Peter D. Anzo                       Name:    Stephanie A. Reed
 Title:   President                           Title:   Vice President

 VININGS INVESTMENT PROPERTIES TRUST
 As Limited Partner
 By:    /s/ Peter D. Anzo
 -------------------------
 Name:    Peter D. Anzo
 Title:   President

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


                                    Exhibit A
                                    ---------

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

GENERAL PARTNER:

Vinings Investment Properties Trust           1.00%                       13,232

LIMITED PARTNERS:

Vinings Investment Properties Trust          80.67%                    1,067,393
The Vinings Group, Inc.                        .69%                        9,108
Hallmark Group Real Estate Service Corp.       .69%                        9,108
Windrush Partners, Ltd.                      16.95%                      224,330
                                             ------                    ---------

     Total                                  100.00%                    1,323,171