AMENDED AND RESTATED
                                         AGREEMENT OF LIMITED PARTNERSHIP

                                                        OF

                                        VININGS INVESTMENT PROPERTIES, L.P.

                                                   June 30, 1997

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                                                                                            Page
                                                 TABLE OF CONTENTS
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<S>               <C>                                                                        <C>
ARTICLE 1         DEFINED TERMS                                                                1

ARTICLE 2         ORGANIZATIONAL MATTERS                                                      11

         Section 2.1       Formation                                                          11
         Section 2.2       Name                                                               11
         Section 2.3       Registered Office and Agent; Principal Office                      12
         Section 2.4       Power of Attorney                                                  12
         Section 2.5       Term                                                               13


ARTICLE 3         PURPOSE                                                                     13

         Section 3.1       Purpose and Business                                               13
         Section 3.2       Powers                                                             14

ARTICLE 4         CAPITAL CONTRIBUTIONS                                                       14

         Section 4.1       Capital Contributions of the Partners                              14
         Section 4.2       Issuances of Additional Partnership Interests                      15
         Section 4.3       Contribution of Proceeds of Issuance of REIT Shares                16

ARTICLE 5         DISTRIBUTIONS                                                               16

         Section 5.1       Requirement and Characterization of Distributions                  16
         Section 5.2       Amounts Withheld                                                   16
         Section 5.3       Distributions Upon Liquidation                                     17

ARTICLE 6         ALLOCATIONS                                                                 17

         Section 6.1       Allocations For Capital Account Purposes                           17

ARTICLE 7         MANAGEMENT AND OPERATIONS OF BUSINESS                                       18

         Section 7.1       Management                                                         18
         Section 7.2       Certificate of Limited Partnership                                 21
         Section 7.3       Restrictions on General Partner Authority                          22
         Section 7.4       Reimbursement of the General Partner and the Company               22
         Section 7.5       Outside Activities of the General Partner                          23
         Section 7.6       Contracts with Affiliates                                          23
         Section 7.7       Indemnification                                                    24
         Section 7.8       Liability of the General Partner                                   25
         Section 7.9       Other Matters Concerning the General Partner                       26
         Section 7.10      Title to Partnership Assets                                        27
         Section 7.11      Reliance by Third Parties                                          27

ARTICLE 8         RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS                                  28

         Section 8.1       Limitation of Liability                                            28
         Section 8.2       Management of Business                                             28
         Section 8.3       Outside Activities of Limited Partners                             28
         Section 8.4       Return of Capital                                                  28
         Section 8.5       Rights of Limited Partners Relating to the Partnership             29
         Section 8.6       Redemption Right                                                   30

ARTICLE 9         BOOKS, RECORDS, ACCOUNTING AND REPORTS                                      31

         Section 9.1       Records and Accounting                                             31
         Section 9.2       Fiscal Year                                                        31
         Section 9.3       Reports                                                            31

ARTICLE 10        TAX MATTERS                                                                 32

         Section 10.1      Preparation of Tax Returns                                         32
         Section 10.2      Tax Elections                                                      32
         Section 10.3      Tax Matters Partner                                                32
         Section 10.4      Organizational Expenses                                            34
         Section 10.5      Withholding                                                        34

ARTICLE 11        TRANSFERS AND WITHDRAWALS                                                   35

         Section 11.1      Transfer                                                           35
         Section 11.2      Transfer of the Company's General Partner Interest and
                           Limited Partner Interest                                           35
         Section 11.3      Limited Partners' Rights to Transfer                               36
         Section 11.4      Substituted Limited Partners                                       37
         Section 11.5      Assignees                                                          37
         Section 11.6      General Provisions                                                 38

ARTICLE 12        ADMISSION OF PARTNERS                                                       38

         Section 12.1      Admission of Successor General Partner                             38
         Section 12.2      Admission of Additional Limited Partners                           39
         Section 12.3      Amendment of Agreement and Certificate of Limited Partnership      40

ARTICLE 13        DISSOLUTION, LIQUIDATION AND TERMINATION                                    40

         Section 13.1      Dissolution                                                        40
         Section 13.2      Winding Up                                                         41
         Section 13.3      Compliance with Timing Requirements of Regulations                 42
         Section 13.4      Deemed Distribution and Recontribution                             43
         Section 13.5      Rights of Limited Partners                                         43
         Section 13.6      Notice of Dissolution
         Section 13.7      Termination of Partnership and Cancellation of Certificate
                           of Limited Partnership                                             43
         Section 13.8      Reasonable Time for Winding-Up                                     43
         Section 13.9      Waiver of Partition                                                44

ARTICLE 14        AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS                                44

         Section 14.1      Amendments                                                         44
         Section 14.2      Meetings of the Partners                                           45

ARTICLE 15        GENERAL PROVISIONS                                                          46

         Section 15.1      Addresses and Notice                                               46
         Section 15.2      Titles and Captions                                                46
         Section 15.3      Pronouns and Plurals                                               47
         Section 15.4      Further Action                                                     47
         Section 15.5      Binding Effect                                                     47
         Section 15.6      Creditors                                                          47
         Section 15.7      Waiver                                                             47
         Section 15.8      Counterparts                                                       47
         Section 15.9      Applicable Law                                                     47
         Section 15.10     Invalidity of Provisions                                           48
         Section 15.11     Entire Agreement                                                   48

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                                    EXHIBITS
                                    --------

         Exhibit A         Partners Contributions and Partnership Interests
         Exhibit B         Capital Account Maintenance
         Exhibit C         Special Allocation Rules
         Exhibit D         Notice of Redemption





                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       VININGS INVESTMENT PROPERTIES, L.P.


         THIS AMENDED AND RESTATED  AGREEMENT OF LIMITED  PARTNERSHIP OF VININGS
INVESTMENT (this "Agreement"), dated as of June 30, 1997, is entered into by and
among Vinings  Investment  Properties  Trust (the "Company") and the Persons (as
defined below) whose names are set forth on Exhibit A as attached  hereto (as it
may be amended from time to time).

         WHEREAS,  the  Company  and the  Persons  whose  names are set forth on
Exhibit A, as attached hereto,  desire to amend and restate in its entirety that
certain Agreement of Limited Partnership of Vinings Investment Properties,  L.P.
(the "Partnership") dated as of June 11, l996; and

         WHEREAS,  the  Company  and the  Persons  whose  names are set forth on
Exhibit A, as attached  hereto,  will make certain capital  contributions to the
Partnership;

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


                                    ARTICLE 1
                                  DEFINED TERMS

The following  definitions  shall be for all purposes,  unless otherwise clearly
indicated to the contrary, applied to the terms used in this Agreement.

"Act" means the Delaware  Revised Uniform Limited  Partnership Act, as it may be
amended from time to time, and any successor to such statute.

"Additional  Limited  Partner" means a Person  admitted to the  Partnership as a
Limited  Partner  pursuant to Section 4.2 hereof and who is shown as such on the
books and records of the Partnership.

"Adjusted Capital Account" means the Capital Account maintained for each Partner
as of the end of each  Partnership  taxable  year (i)  increased  by any amounts
which such  Partner is obligated  to restore  pursuant to any  provision of this
Agreement or is deemed to be obligated  to restore  pursuant to the  penultimate
sentences of Regulations  Sections  1.704-2(g)(1)  and  1.704-2(i)(5);  and (ii)
decreased    by    the    items     described    in     Regulations     Sections
1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5),  and 1.704-1(b)(2)(ii)(d)(6).
The foregoing  definition of Adjusted Capital Account is intended to comply with
the  provisions  of  Regulations  Section   1.704-1(b)(2)(ii)(d)  and  shall  be
interpreted consistently therewith.

"Adjusted  Capital  Account  Deficit"  means,  with respect to any Partner,  the
deficit  balance,  if any, in such Partner's  Adjusted Capital Account as of the
end of the relevant Partnership taxable year.

     "Adjusted  Property"  means any property,  the Carrying  Value of which has
been adjusted pursuant to Exhibit B hereof.  Once an Adjusted Property is deemed
distributed  by, and  recontributed  to, the  Partnership for federal income tax
purposes upon a termination  thereof  pursuant to Section 708 of the Code,  such
property shall thereafter  constitute a Contributed  Property until the Carrying
Value of such property is further adjusted pursuant to Exhibit B hereof.

     "Affiliate" means, with respect to any Person, (i) any Person directly
or  indirectly  controlling,  controlled  by or under  common  control with such
Person;  (ii) any Person owning or controlling  ten percent (10%) or more of the
outstanding  voting  interests  of such  Person;  (iii) any Person of which such
Person owns or controls ten percent  (10%) or more of the voting  interests;  or
(iv) any officer,  director, general partner or trustee of such Person or of any
Person referred to in clauses (i), (ii), and (iii) above.

     "Agreed Value" means (i) in the case of any Contributed  Property as of the
time of its contribution to the Partnership,  the 704(c) Value of such property,
reduced  by  any  liabilities  either  assumed  by  the  Partnership  upon  such
contribution or to which such property is subject when contributed,  and (ii) in
the case of any  property  distributed  to a  Partner  by the  Partnership,  the
Partnership's  Carrying  Value of such  property  at the time such  property  is
distributed,  reduced by any  indebtedness  either  assumed by such Partner upon
such  distribution  or to  which  such  property  is  subject  at  the  time  of
distribution  as determined  under  Section 752 of the Code and the  Regulations
thereunder.  The aggregate Agreed Value of the Contributed  Property contributed
or deemed  contributed  by each Partner as of the date hereof is as set forth in
Exhibit A.

     "Agreement"  means  this  Agreement  of Limited  Partnership,  as it may be
amended, supplemented or restated from time to time.

     "Assignee" means a Person to whom one or more  Partnership  Units have been
transferred in a manner permitted under this Agreement, but who has not become a
Substituted Limited Partner, and who has the rights set forth in Section 11.5.

     "Available  Cash"  means,  with  respect  to  any  period  for  which  such
calculation is being made, (i) the sum of:

     (a) the  Partnership's Net Income or Net Loss (as the case may be) for such
period (without regard to adjustments  resulting from  allocations  described in
Sections 1.A through 1.E of Exhibit C);

     (b)  Depreciation and all other noncash charges deducted in determining Net
Income or Net Loss for such period;

     (c) the amount of any reduction in the reserves of the Partnership referred
to in clause (ii)(f) below (including, without limitation,  reductions resulting
because the General Partner determines such amounts are no longer necessary);

     (d) the  excess  of  proceeds  from the  sale,  exchange,  disposition,  or
refinancing  of  Partnership  property for such period over the gain  recognized
from such  sale,  exchange,  disposition,  or  refinancing  during  such  period
(excluding Terminating Capital Transactions); and

     (e) all other cash received by the Partnership for such period that was not
included in determining Net Income or Net Loss for such period;

               (ii) less the sum of:

               (a) all principal  debt payments made by the  Partnership  during
          such period;

               (b)  capital  expenditures  made by the  Partnership  during such
          period;

               (c) investments made by the Partnership during such period in any
          entity  (including  loans  made  thereto)  to  the  extent  that  such
          investments are not otherwise described in clause (ii)(a) or (ii)(b);

               (d)  all  other   expenditures   and  payments  not  deducted  in
          determining Net Income or Net Loss for such period;

               (e) any amount included in determining Net Income or Net Loss for
          such  period  that was not  received  by the  Partnership  during such
          period;

               (f) the amount of any  increase  in  reserves  during such period
          which the General Partner determines to be necessary or appropriate in
          its sole and absolute discretion; and

               (g) the amount of any working capital  accounts and other cash or
          similar balances which the General Partner  determines to be necessary
          or appropriate,  in its sole and absolute discretion.  Notwithstanding
          the  foregoing,  Available Cash shall not include any cash received or
          reductions in reserves, or take into account any disbursements made or
          reserves  established,  after  commencement  of  the  dissolution  and
          liquidation of the Partnership.

     "Book-Tax  Disparities"  means,  with  respect  to any item of  Contributed
Property  or  Adjusted  Property,  as of  the  date  of any  determination,  the
difference  between the Carrying Value of such Contributed  Property or Adjusted
Property and the adjusted  basis  thereof for federal  income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all of
its  Contributed  Property  and  Adjusted  Property  will  be  reflected  by the
difference between such Partner's Capital Account balance as maintained pursuant
to Exhibit B and the  hypothetical  balance of such  Partner's  Capital  Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.

     "Business  Day"  means any day  except a  Saturday,  Sunday or other day on
which  commercial  banks in New York, New York are authorized or required by law
to close.

     "Capital  Account"  means  the  Capital  Account  maintained  for a Partner
pursuant to Exhibit B hereof.

     "Capital  Contribution"  means, with respect to any Partner, any cash, cash
equivalents  or the Agreed  Value of  Contributed  Property  which such  Partner
contributes  or is deemed to contribute to the  Partnership  pursuant to Section
4.1, 4.2, or 4.3 hereof.

     "Carrying  Value"  means (i) with  respect  to a  Contributed  Property  or
Adjusted  Property,  the 704(c) Value of such  property,  reduced (but not below
zero) by all Depreciation with respect to such Property charged to the Partners'
Capital  Accounts  following the  contribution  of or adjustment with respect to
such  Property;  and (ii) with respect to any other  Partnership  property,  the
adjusted basis of such property for federal  income tax purposes,  all as of the
time of determination. The Carrying Value of any property shall be adjusted from
time to time in  accordance  with  Exhibit B  hereof,  and to  reflect  changes,
additions  or other  adjustments  to the  Carrying  Value for  dispositions  and
acquisitions  of Partnership  properties,  as deemed  appropriate by the General
Partner.

     "Cash  Amount"  means an amount of cash per  Partnership  Unit equal to the
Value on the Valuation Date of the REIT Shares Amount.

     "Certificate" means the Certificate of Limited Partnership  relating to the
Partnership  to be filed  simultaneously  herewith in the office of the Delaware
Secretary of State,  as amended from time to time in  accordance  with the terms
hereof and the Act.

     "Code"  means the Internal  Revenue Code of 1986,  as amended and in effect
from time to time, as interpreted by the applicable regulations thereunder.  Any
reference  herein to a specific  section or sections of the Code shall be deemed
to include a reference to any corresponding provision of future law.

     "Consent"  means the consent or approval of a proposed  action by a Partner
given in accordance with Section 14.2 hereof.

     "Contributed  Property" means each property or other asset, in such form as
may be  permitted  by the  Act  (but  excluding  cash),  contributed  or  deemed
contributed  to  the  Partnership   (including   deemed   contributions  to  the
Partnership on termination and reconstitution thereof pursuant to Section 708 of
the  Code).  Once the  Carrying  Value of a  Contributed  Property  is  adjusted
pursuant  to  Exhibit B hereof,  such  property  shall no  longer  constitute  a
Contributed  Property for  purposes of Exhibit B hereof,  but shall be deemed an
Adjusted Property for such purposes.

     "Conversion  Factor" means 1.0, provided that in the event that the Company
(i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or
makes a  distribution  to all  holders of its  outstanding  REIT  Shares in REIT
Shares;  (ii)  subdivides  its  outstanding  REIT Shares;  or (iii) combines its
outstanding  REIT Shares into a smaller  number of REIT Shares,  the  Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which shall be the number of REIT Shares issued and  outstanding on
the record date for such  dividend,  distribution,  subdivision  or  combination
assuming for such  purpose  that such  dividend,  distribution,  subdivision  or
combination  has occurred as of such time, and the denominator of which shall be
the actual  number of REIT  Shares  (determined  without  the above  assumption)
issued and  outstanding  on the  record  date for such  dividend,  distribution,
subdivision or combination. Any adjustment to the Conversion Factor shall become
effective  immediately after the effective date of such event retroactive to the
record date, if any, for such event.

     "Declaration of Trust" means the Second Amended and Restated Declaration of
Trust,  dated  as of  February  6,  1985,  as  amended,  of  Vinings  Investment
Properties Trust.

     "Depreciation" means, for each taxable year, an amount equal to the federal
income  tax  depreciation,   amortization,  or  other  cost  recovery  deduction
allowable  with  respect to an asset for such year,  except that if the Carrying
Value of an asset  differs  from its  adjusted  basis  for  federal  income  tax
purposes at the beginning of such year or other period, Depreciation shall be an
amount  which  bears  the same  ratio to such  beginning  Carrying  Value as the
federal income tax depreciation,  amortization, or other cost recovery deduction
for such year bears to such  beginning  adjusted tax basis;  provided,  however,
that if the  federal  income  tax  depreciation,  amortization,  or  other  cost
recovery deduction for such year is zero,  Depreciation shall be determined with
reference to such beginning  Carrying Value using any reasonable method selected
by the General Partner.

     "General Partner" means the Company, in its capacity as the general partner
of the Partnership, or its successors as general partner of the Partnership.

     "General Partner Interest" means a Partnership Interest held by the General
Partner,  in its capacity as general partner.  A General Partner Interest may be
expressed as a number of Partnership Units.

     "IRS" means the Internal  Revenue Service,  which  administers the internal
revenue laws of the United States.

     "Immediate Family" means, with respect to any natural Person,  such natural
Person's  spouse  and  such  natural  Person's  natural  or  adoptive   parents,
descendants, nephews, nieces, brothers, and sisters.

     "Incapacity" or  "Incapacitated"  means, (i) as to any individual  Partner,
death, total physical  disability or entry by a court of competent  jurisdiction
adjudicating him incompetent to manage his Person or his estate;  (ii) as to any
corporation which is a Partner,  the filing of a certificate of dissolution,  or
its equivalent,  for the corporation or the revocation of its charter;  (iii) as
to any  partnership  which is a Partner,  the  dissolution  and  commencement of
winding up of the  partnership;  (iv) as to any estate  which is a Partner,  the
distribution   by  the  fiduciary  of  the  estate's   entire  interest  in  the
Partnership;  (v)  as  to  any  trustee  of a  trust  which  is a  Partner,  the
termination of the trust (but not the substitution of a new trustee); or (vi) as
to any Partner, the bankruptcy of such Partner. For purposes of this definition,
bankruptcy  of a Partner  shall be deemed to have  occurred when (a) the Partner
commences a voluntary  proceeding seeking  liquidation,  reorganization or other
relief under any bankruptcy, insolvency or other similar law now or hereafter in
effect;  (b) the Partner is adjudged  as bankrupt or  insolvent,  or a final and
nonappealable  order for relief under any bankruptcy,  insolvency or similar law
now or hereafter in effect has been entered against the Partner; (c) the Partner
executes  and  delivers a general  assignment  for the benefit of the  Partner's
creditors;  (d) the  Partner  files an answer  or other  pleading  admitting  or
failing to contest the  material  allegations  of a petition  filed  against the
Partner in any proceeding of the nature  described in clause (b) above;  (e) the
Partner  seeks,  consents  to or  acquiesces  in the  appointment  of a trustee,
receiver or liquidator for the Partner or for all or any substantial part of the
Partner's properties; (f) any proceeding seeking liquidation,  reorganization or
other relief of or against  such Partner  under any  bankruptcy,  insolvency  or
other similar law now or hereafter in effect has not been  dismissed  within one
hundred twenty (120) days after the  commencement  thereof;  (g) the appointment
without  the  Partner's  consent  or  acquiescence  of a  trustee,  receiver  or
liquidator  has not been  vacated  or  stayed  within  ninety  (90) days of such
appointment;  or (h) an  appointment  referred  to in clause  (g) which has been
stayed is not vacated  within ninety (90) days after the  expiration of any such
stay.

     "Indemnitee" means (i) any Person made a party to a proceeding by reason of
(A) his status as the General Partner,  or as a director,  trustee or officer of
the Partnership or the General Partner, or (B) his or its liabilities,  pursuant
to a loan guarantee or otherwise, for any indebtedness of the Partnership or any
Subsidiary of the Partnership (including,  without limitation,  any indebtedness
which the  Partnership or any Subsidiary of the Partnership has assumed or taken
assets  subject to); and (ii) such other  Persons  (including  Affiliates of the
General  Partner or the  Partnership)  as the General Partner may designate from
time to time  (whether  before  or after  the  event  giving  rise to  potential
liability), in its sole and absolute discretion.

     "Limited Partner" means the Company and any other Person named as a Limited
Partner in Exhibit A attached  hereto,  as such Exhibit may be amended from time
to time, or any Substituted  Limited Partner or Additional  Limited Partner,  in
such Person's capacity as a Limited Partner of the Partnership.

     "Limited  Partner  Interest"  means a  Partnership  Interest  of a  Limited
Partner in the  Partnership  representing a fractional  part of the  Partnership
Interests  of all Partners and includes any and all benefits to which the holder
of such a Partnership  Interest may be entitled,  as provided in this Agreement,
together  with all  obligations  of such  Person  to  comply  with the terms and
provisions of this Agreement.  A Limited Partner  Interest may be expressed as a
number of Partnership Units.

     "Liquidating Event" has the meaning set forth in Section 13.1.

     "Liquidator" has the meaning set forth in Section 13.2.

     "Net Income"  means,  for any taxable  period,  the excess,  if any, of the
Partnership's  items  of  income  and  gain for  such  taxable  period  over the
Partnership's  items of loss and  deduction for such taxable  period.  The items
included in the calculation of Net Income shall be determined in accordance with
federal income tax accounting  principles,  subject to the specific  adjustments
provided for in Exhibit B.

     "Net Loss"  means,  for any  taxable  period,  the  excess,  if any, of the
Partnership's  items of loss and  deduction  for such  taxable  period  over the
Partnership's  items of  income  and gain for such  taxable  period.  The  items
included in the  calculation of Net Loss shall be determined in accordance  with
federal income tax accounting  principles,  subject to the specific  adjustments
provided for in Exhibit B.

     "Nonrecourse   Built-in  Gain"  means,  with  respect  to  any  Contributed
Properties  or  Adjusted  Properties  that are subject to a mortgage or negative
pledge  securing a  Nonrecourse  Liability,  the amount of any taxable gain that
would be allocated to the Partners  pursuant to Section 2.B of Exhibit C if such
properties  were disposed of in a taxable  transaction in full  satisfaction  of
such liabilities and for no other consideration.

     "Nonrecourse  Deductions" has the meaning set forth in Regulations  Section
1.704-2(b)(1),  and the  amount  of  Nonrecourse  Deductions  for a  Partnership
taxable year shall be  determined in  accordance  with the rules of  Regulations
Section 1.704-2(c).

     "Nonrecourse  Liability" has the meaning set forth in  Regulations  Section
1.752-1(a)(2).

     "Notice of Redemption" means the Notice of Redemption  substantially in the
form of Exhibit D to this Agreement.

     "Partner"  means a General  Partner or a Limited  Partner,  and  "Partners"
means the General Partner and the Limited Partners collectively.

     "Partner  Minimum  Gain"  means an amount,  with  respect  to each  Partner
Nonrecourse  Debt,  equal to the  Partnership  Minimum Gain that would result if
such  Partner  Nonrecourse  Debt  were  treated  as  a  Nonrecourse   Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).

     "Partner Nonrecourse Debt" has the meaning set forth in Regulations Section
1.704-2(b)(4).

     "Partner  Nonrecourse  Deductions" has the meaning set forth in Regulations
Section  1.704-2(i)(2),  and the amount of Partner  Nonrecourse  Deductions with
respect to a Partner  Nonrecourse  Debt for a Partnership  taxable year shall be
determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

     "Partnership"  means  the  limited  partnership  formed  under  the Act and
pursuant to this Agreement, as it may be amended and restated, and any successor
thereto.

     "Partnership  Interest"  means an  ownership  interest  in the  Partnership
representing a Capital  Contribution  by either a Limited Partner or the General
Partner  and  includes  any and all  benefits  to  which  the  holder  of such a
Partnership  Interest  may be entitled as provided in this  Agreement,  together
with all  obligations  of such Person to comply with the terms and provisions of
this  Agreement.  A  Partnership  Interest  may  be  expressed  as a  number  of
Partnership Units.

     "Partnership Minimum Gain" has the meaning set forth in Regulations Section
1.704-2(b)(2),  and the amount of  Partnership  Minimum Gain, as well as any net
increase or decrease in a Partnership  Minimum Gain,  for a Partnership  taxable
year shall be  determined in accordance  with the rules of  Regulations  Section
1.704-2(d).

     "Partnership  Record Date" means the record date established by the General
Partner for the  distribution  of Available Cash pursuant to Section 5.1 hereof,
which  record  date  shall be the same as the  record  date  established  by the
Company for a distribution to its  shareholders of some of all of its portion of
such distribution.

     "Partnership  Unit" means a fractional,  undivided share of the Partnership
Interests  of all  Partners  issued  pursuant to Sections  4.1, 4.2 and 4.3. The
number of  Partnership  Units  outstanding  and the  Percentage  Interest in the
Partnership  represented  by such  Units  are set forth in  Exhibit  A  attached
hereto,  as such  Exhibit may be amended  from time to time.  The  ownership  of
Partnership  Units shall be evidenced by such form of  certificate  for units as
the  General  Partner  adopts  from  time to time  unless  the  General  Partner
determines that the Partnership Units shall be uncertificated securities.

     "Partnership Year" means the fiscal year of the Partnership, which shall be
the calendar year.

     "Percentage  Interest"  means,  as  to  a  Partner,  its  interest  in  the
Partnership  as  determined  by  dividing  the  Partnership  Units owned by such
Partner  by the total  number  of  Partnership  Units  then  outstanding  and as
specified in Exhibit A attached hereto, as such Exhibit may be amended from time
to time.

     "Person"  means  an  individual  or  a  corporation,   partnership,  trust,
unincorporated organization, association or other entity.

     "Recapture  Income" means any gain recognized by the  Partnership  upon the
disposition  of  any  property  or  asset  of the  Partnership,  which  gain  is
characterized  as  ordinary  income  because  it  represents  the  recapture  of
deductions previously taken with respect to such property or asset.

     "Redeeming Partner" has the meaning set forth in Section 8.6 hereof.

     "Redemption Right" shall have the meaning set forth in Section 8.6 hereof.

     "Regulations" means the Income Tax Regulations  promulgated under the Code,
as such  regulations may be amended from time to time  (including  corresponding
provisions of succeeding regulations).

     "REIT" means a real estate investment trust under Section 856 of the Code.

     "REIT  Share"  shall mean a share of  beneficial  interest of the  Company,
without par value.

     "REIT  Shares  Amount"  shall  mean a number  of REIT  Shares  equal to the
product of the number of Partnership Units offered for redemption by a Redeeming
Partner,  multiplied by the  Conversion  Factor,  provided that in the event the
Company  issues to all  holders of REIT  Shares  rights,  options,  warrants  or
convertible or exchangeable  securities  entitling the shareholders to subscribe
for or purchase REIT Shares, or any other securities or property  (collectively,
the "rights"), then the REIT Shares Amount shall also include such rights that a
holder of that number of REIT Shares would be entitled to receive.

     "Residual  Gain" or "Residual  Loss" means any item of gain or loss, as the
case may be, of the  Partnership  recognized  for  federal  income tax  purposes
resulting from a sale, exchange or other disposition of Contributed  Property or
Adjusted  Property,  to the  extent  such item of gain or loss is not  allocated
pursuant to Section  2.B.1(a) or  2.B.2(a)  of Exhibit C to  eliminate  Book-Tax
Disparities.

     "704(c) Value" of any  Contributed  Property means the fair market value of
such property or other consideration at the time of contribution,  as determined
by the General  Partner  using such  reasonable  method of  valuation  as it may
adopt;  provided,  however,  that  the  704(c)  Value  of  any  property  deemed
contributed to the Partnership for federal income tax purposes upon  termination
and  reconstitution  thereof  pursuant  to  Section  708 of the  Code  shall  be
determined in accordance with Exhibit B hereof. Subject to Exhibit B hereof, the
General Partner shall, in its sole and absolute  discretion,  use such method as
it deems  reasonable  and  appropriate  to allocate the  aggregate of the 704(c)
Values of Contributed Properties in a single or integrated transaction among the
separate  properties on a basis  proportional  to their  respective  fair market
values.

     "Specified  Redemption  Date"  means the tenth  (10th)  Business  Day after
receipt by the Company of a Notice of  Redemption;  provided  that no  Specified
Redemption Date shall occur before one (1) year from the date of this Agreement,
provided further that if the Company  combines its outstanding  REIT Shares,  no
Specified  Redemption Date shall occur after the record date of such combination
of REIT Shares and prior to the effective date of such combination.

     "Subsidiary"   means,   with  respect  to  any  Person,   any  corporation,
partnership  or other  entity of which a majority of (i) the voting power of the
voting equity  securities;  or (ii) the outstanding  equity interests,  is owed,
directly or indirectly, by such Person.

     "Substituted  Limited  Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 11.4.

     "Terminating  Capital  Transaction"  means any sale or other disposition of
all or substantially all of the assets of the Partnership or a related series of
transactions  that, taken together,  result in the sale or other  disposition of
all or substantially all of the assets of the Partnership.

     "Unrealized Gain"  attributable to any item of Partnership  property means,
as of any date of  determination,  the  excess,  if any,  of (i) the fair market
value of such property (as  determined  under Exhibit B hereof) as of such date;
over (ii) the Carrying  Value of such  property  (prior to any  adjustment to be
made pursuant to Exhibit B hereof) as of such date.

     "Unrealized Loss"  attributable to any item of Partnership  property means,
as of any date of  determination,  the excess, if any, of (i) the Carrying Value
of such  property  (prior to any  adjustment  to be made  pursuant  to Exhibit B
hereof) as of such date;  over (ii) the fair market  value of such  property (as
determined under Exhibit B hereof) as of such date.

     "Valuation  Date"  means the date of  receipt by the  General  Partner of a
Notice of Redemption  or, if such date is not a Business Day, the first Business
Day thereafter.

     "Value"  means,  with  respect to a REIT  Share,  the  average of the daily
market price for the ten (10) consecutive trading days immediately preceding the
Valuation  Date. The market price for each such trading day shall be: (i) if the
REIT Shares are listed or admitted to trading on any securities  exchange or the
NASDAQ-National Market System, the closing price on such day, or if no such sale
takes place on such day, the average of the closing bid and asked prices on such
day;  (ii) if the REIT  Shares  are not  listed or  admitted  to  trading on any
securities exchange or the NASDAQ-National Market System, the last reported sale
price on such day or, if no sale  takes  place on such day,  the  average of the
closing bid and asked  prices on such day,  as reported by a reliable  quotation
source  designated by the General  Partner;  or (iii) if the REIT Shares are not
listed or admitted to trading on any securities  exchange or the NASDAQ-National
Market  System and no such last  reported  sale  price or closing  bid and asked
prices are available,  the average of the reported high bid and low asked prices
on such day,  as  reported  by a reliable  quotation  source  designated  by the
General  Partner,  or if there shall be no bid and asked prices on such day, the
average of the high bid and low asked prices, as so reported, on the most recent
day (not more than ten (10) days prior to the date in question) for which prices
have  been so  reported;  provided  that if there  are no bid and  asked  prices
reported  during the ten (10) days prior to the date in  question,  the Value of
the REIT Shares shall be determined by the General  Partner acting in good faith
on the basis of such  quotations and other  information as it considers,  in its
reasonable judgment,  appropriate.  In the event the REIT Shares Amount includes
rights that a holder of REIT Shares would be entitled to receive, then the Value
of such rights shall be determined by the General  Partner  acting in good faith
on the basis of such  quotations and other  information as it considers,  in its
reasonable judgment, appropriate.


                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

Section 2.1   Formation
---------------------

     The Partners  hereby form a limited  partnership  under and pursuant to the
Act.  Except as  expressly  provided  herein to the  contrary,  the  rights  and
obligations  of the  Partners  and the  administration  and  termination  of the
Partnership  shall be  governed  by the Act.  The  Partnership  Interest of each
Partner shall be personal property for all purposes.

Section 2.2   Name
----------------------

     The name of the Partnership shall be Vinings  Investment  Properties,  L.P.
The Partnership's business may be conducted under any other name or names deemed
advisable by the General  Partner,  including the name of the General Partner or
any  Affiliate  thereof.  The words  "Limited  Partnership,"  "L.P.,"  "Ltd." or
similar  words or letters  shall be  included  in the  Partnership's  name where
necessary for the purposes of complying with the laws of any  jurisdiction  that
so requires.  The General Partner in its sole and absolute discretion may change
the name of the  Partnership  at any time and from time to time and shall notify
the Limited  Partners of such change in the next  regular  communication  to the
Limited Partners.

Section 2.3  Registered Office and Agent; Principal Office
----------------------------------------------------------

     The address of the  registered  office of the  Partnership  in the State of
Delaware and the name and address of the registered agent for service of process
on the  Partnership in the State of Delaware is The  Corporation  Trust Company,
Corporation Trust Center,  1209 Orange Street,  Wilmington,  Delaware 19801. The
principal office of the Partnership  shall be 3111 Paces Mill Road, Suite A-200,
Atlanta,  GA 30339,  or such other place as the General Partner may from time to
time designate by notice to the Limited  Partners.  The Partnership may maintain
offices at such other place or places within or outside the State of Delaware as
the General Partner deems advisable.

Section 2.4    Power of Attorney
-----------------------------------

     A. Each Limited Partner and each Assignee  hereby  constitutes and appoints
the   General   Partner,   any   Liquidator,   and   authorized   officers   and
attorneys-in-fact  of each, and each of those acting  singly,  in each case with
full power of substitution,  as its true and lawful agent and  attorney-in-fact,
with full power and authority in its name, place and stead to:

          (1) execute,  swear to, acknowledge,  deliver,  file and record in the
     appropriate  public  offices  (a) all  certificates,  documents  and  other
     instruments  (including,   without  limitation,   this  Agreement  and  the
     Certificate  and all  amendments or  restatement  thereof) that the General
     Partner or the Liquidator deems  appropriate or necessary to form,  qualify
     or continue the existence or  qualification of the Partnership as a limited
     partnership  (or a partnership  in which the Limited  Partners have limited
     liability) in the State of Delaware and in all other jurisdictions in which
     the Partnership may or plans to conduct  business or own property;  (b) all
     instruments  that the General  Partner  deems  appropriate  or necessary to
     reflect  any  amendment,   change,  modification  or  restatement  of  this
     Agreement  in  accordance  with its terms;  (c) all  conveyances  and other
     instruments or documents that the General  Partner or the Liquidator  deems
     appropriate or necessary to reflect the  dissolution and liquidation of the
     Partnership  pursuant to the terms of this  Agreement,  including,  without
     limitation, a certificate of cancellation;  (d) all instruments relating to
     the admission,  withdrawal, removal or substitution of any Partner pursuant
     to,  or other  events  described  in,  Article  11,  12 or 13 hereof or the
     Capital  Contribution of any Partner;  and (e) all certificates,  documents
     and  other  instruments  relating  to  the  determination  of  the  rights,
     preferences and privileges of Partnership Interest; and

          (2)  execute,  swear  to,  seal,  acknowledge  and file  all  ballots,
     consents,   approvals,   waivers,   certificates   and  other   instruments
     appropriate  or  necessary,  in the sole  and  absolute  discretion  of the
     General  Partner or any Liquidator,  to make,  evidence,  give,  confirm or
     ratify any vote, consent, approval, agreement or other action which is made
     or given by the Partners  hereunder or is consistent with the terms of this
     agreement  or  appropriate  or  necessary,  in the sole  discretion  of the
     General  Partner or any  Liquidator,  to effectuate  the terms or intent of
     this Agreement.

Nothing  contained  herein shall be construed as authorizing the General Partner
or any Liquidator to amend this Agreement  except in accordance  with Article 14
hereof or as may be otherwise expressly provided for in this Agreement.

     B. The foregoing power of attorney is hereby declared to be irrevocable and
a power coupled with an interest,  in  recognition  of the fact that each of the
Partners  will  be  relying  upon  the  power  of the  General  Partner  and any
Liquidator  to act as  contemplated  by this  agreement  in any  filing or other
action by it on  behalf  of the  Partnership,  and it shall  survive  and not be
affected by the subsequent Incapacity of any Limited Partner or Assignee and the
transfer  of all  or  any  portion  of  such  Limited  Partner's  or  Assignee's
Partnership  Units and shall  extend to such  Limited  Partner's  or  Assignee's
heirs,  successors,  assigns and  personal  representatives.  Each such  Limited
Partner or Assignee hereby agrees to be bound by any representation  made by the
General Partner or any  Liquidator,  acting in good faith pursuant to such power
of attorney, and each such Limited Partner or Assignee hereby waives any and all
defenses  which may be available to contest,  negate or disaffirm  the action of
the General Partner or any  Liquidator,  taken in good faith under such power of
attorney.  Each  Limited  Partner or Assignee  shall  execute and deliver to the
General Partner or the Liquidator, within fifteen (15) days after receipt of the
General Partner's or Liquidator's  request therefor,  such further  designation,
powers  of  attorney  and  other  instruments  as  the  General  Partner  or the
Liquidator, as the case may be, deems necessary to effectuate this Agreement and
the purposes of the Partnership.

Section 2.5    Term
-------------------

         The term of the Partnership shall commence on the date hereof and shall
continue until December 31, 2095,  unless,  the Partnership is dissolved  sooner
pursuant to the provisions of Article 13 or as otherwise provided by law.

                                    ARTCLE 3
                                     PURPOSE

Section 3.1   Purpose and Business
----------------------------------

     The purpose and nature of the business to be  conducted by the  Partnership
is (i) to conduct  any  business  that may be  lawfully  conducted  by a limited
partnership organized pursuant to the Act; provided, however, that such business
shall be limited to and  conducted  in such a manner as to permit the Company at
all times to be classified as a REIT,  unless the Company ceases to qualify as a
REIT for reasons other than the conduct of the business of the Partnership; (ii)
to enter into any  partnership,  joint venture or other similar  arrangement  to
engage in any of the foregoing or to own interests in any entity  engaged in any
of the  foregoing;  and (iii) to do  anything  necessary  or  incidental  to the
foregoing. In connection with the foregoing,  and without limiting the Company's
right,  in its sole  discretion,  to cease  qualifying  as a REIT,  the Partners
acknowledge the Company's  current status as a REIT inures to the benefit of all
of the Partners and not solely the General Partner.

Section 3.2     Powers
----------------------

     The  Partnership is empowered to do any and all acts and things  necessary,
appropriate,  proper, advisable, incidental to or convenient for the furtherance
and  accomplishment  of the purposes and business  described  herein and for the
protection  and  benefit  of  the  Partnership;   provided,  however,  that  the
Partnership  shall not take, or refrain from taking,  any action  which,  in the
judgment of the General Partner, in its sole and absolute discretion,  (i) could
adversely  affect the  ability of the  Company to continue to qualify as a REIT;
(ii) could  subject the  Company to any  additional  taxes under  Section 857 or
Section 4981 of the Code;  or (iii) could  violate any law or  regulation of any
governmental  body  or  agency  having  jurisdiction  over  the  Company  or its
securities,  unless  such  action (or  inaction)  shall  have been  specifically
consented to by the General Partner in writing.


                                    ARTICLE 4
                              CAPITAL CONTRIBUTIONS

Section 4.1    Capital Contributions of the Partners
----------------------------------------------------

     At the time of the execution of this agreement, the Partners shall make the
Capital  Contributions  set forth in Exhibit A to this Agreement.  To the extent
the Partnership acquires any property by the merger of any other Person into the
Partnership,  Persons who receive  Partnership  Interests  in exchange for their
interests in the Person merging into the  Partnership  shall become Partners and
shall be deemed to have made Capital Contributions as provided in the applicable
merger  agreement  and as set forth in Exhibit  A, as  amended  to reflect  such
deemed Capital  Contributions.  The Partners shall own Partnership  Units in the
amounts  set forth for such  Partner in  Exhibit A and shall  have a  Percentage
Interest in the Partnership as set forth in Exhibit A, which Percentage Interest
shall be adjusted  in Exhibit A from time to time by the General  Partner to the
extent  necessary  to  reflect   accurately   redemptions,   additional  Capital
Contributions,  the issuance of additional  Partnership  Units  (pursuant to any
merger or  otherwise),  or  similar  events  having  an effect on any  Partner's
Percentage  Interest.  The  number  of  Partnership  Units  held by the  General
Partner,  in its capacity as general partner,  (equal to one percent (1%) of all
outstanding  Partnership  Units  from  time to time)  shall be  deemed to be the
General  Partner  Interest.  Except as provided in  Sections  4.2 and 10.5,  the
Partners shall have no obligation to make any additional  Capital  Contributions
or loans to the Partnership.

Section 4.2     Issuances of Additional Partnership Interests
-------------------------------------------------------------

     A. The General Partner is hereby  authorized to cause the Partnership  from
time to time to issue to the Partners  (including the General  Partner) or other
Persons  additional  Partnership Units or other Partnership  Interests in one or
more  classes,  or  one  or  more  series  of any of  such  classes,  with  such
designations, preferences and relative, participating, optional or other special
rights, powers and duties, including rights, powers and duties senior to Limited
Partner Interests, all as shall be determined by the General Partner in its sole
and absolute discretion subject to Delaware law, including,  without limitation,
(i) the allocations of items of Partnership  income,  gain, loss,  deduction and
credit to each such class or series of Partnership Interests;  (ii) the right of
each such  class or  series of  Partnership  Interests  to share in  Partnership
distributions;  and (iii) the rights of each such class or series of Partnership
Interests upon dissolution and liquidation of the Partnership;  provided that no
such additional Partnership Units or other Partnership Interests shall be issued
to the  Company,  as the General  Partner or a Limited  Partner,  unless  either
(a)(1) the  additional  Partnership  Interests are issued in connection  with an
issuance  of REIT  Shares or other  shares by the  Company,  which  shares  have
designations,  preferences  and other  rights such that the  economic  interests
attributable  to such  shares are  substantially  similar  to the  designations,
preferences and other rights of the additional  Partnership  Interests issued to
the Company in  accordance  with this Section  4.2.A,  and (2) the Company shall
make a  Capital  Contribution  to the  Partnership  in an  amount  equal  to the
proceeds  raised  in  connection  with  such  issuance,  or (b)  the  additional
Partnership  Interests  are  issued  to all  Partners  in  proportion  to  their
respective Percentage Interests. In addition, the Company may acquire Units from
other Partners pursuant to this Agreement.

     B.  From and  after  the date  hereof,  the  Company  shall  not  issue any
additional  REIT Shares (other than REIT Shares issued pursuant to Section 8.6),
or  rights,   options,   warrants  or  convertible  or  exchangeable  securities
containing the right to subscribe for or purchase REIT Shares (collectively "New
Securities")  other than to all  holders of REIT  Shares  unless (i) the General
Partner  shall  cause  the  Partnership  to  issue to the  Company,  Partnership
Interests or rights, options, warrants or convertible or exchangeable securities
of the Partnership having  designations,  preferences and other rights, all such
that  the  economic  interests  are  substantially  similar  to those of the New
Securities;  and (ii) the Company  contributes to the  Partnership  the proceeds
from the  issuance  of such New  Securities  and from  the  exercise  of  rights
contained in such New Securities. Without limiting the foregoing, the Company is
expressly  authorized to issue New  Securities  for less than fair market value,
and the General  Partner is expressly  authorized  to cause the  Partnership  to
issue to the Company  corresponding  Partnership  Interests,  so long as (x) the
General  Partner  concludes in good faith that such issuance is in the interests
of the Company and the Partnership  (for example,  and not by way of limitation,
the  issuance of REIT  Shares and  corresponding  Units  pursuant to an employee
stock  purchase  plan  providing  for  employee  purchases  of REIT  Shares at a
discount from fair market value or employee  stock options that have an exercise
price that is less than the fair market value of the REIT Shares,  either at the
time of issuance or at the time of  exercise);  and (y) the Company  contributes
all proceeds from such issuance and exercise to the Partnership.

Section 4.3    Contribution of Proceeds of Issuance of REIT Shares
------------------------------------------------------------------

     In connection  with any issuance of REIT Shares or New Securities  pursuant
to Section 4.2, the Company shall contribute to the Partnership any proceeds (or
a portion thereof) raised in connection with such issuance; provided that if the
proceeds  actually  received by the Company are less than the gross  proceeds of
such issuance as a result of any  underwriter's  discount or other expenses paid
or incurred in connection  with such issuance,  then the Company shall be deemed
to have made a Capital  Contribution  to the  Partnership in the amount equal to
the  sum  of the  net  proceeds  of  such  issuance  plus  the  amount  of  such
underwriter's  discount and other expenses paid by the Company  (which  discount
and expense  shall be treated as an expense  for the benefit of the  Partnership
for  purposes  of  Section  7.4).  In the  case  of  employee  purchases  of New
Securities  at a discount  from fair market  value,  the amount of such discount
representing compensation to the employee, as determined by the General Partner,
shall be treated as an expense of the issuance of such New Securities.


                                    ARTICLE 5
                                  DISTRIBUTIONS

Section 5.1   Requirement and Characterization of Distributions
---------------------------------------------------------------

     The General Partner shall  distribute at least quarterly an amount equal to
100% of  Available  Cash  generated  by the  Partnership  during such quarter or
shorter period to the Partners who are Partners on the  Partnership  Record Date
with  respect  to such  quarter  or  shorter  period in  accordance  with  their
respective  Percentage  Interests on such Partnership Record Date; provided that
in no event may a Partner  receive a distribution of Available Cash with respect
to a Partnership  Unit if such Partner is entitled to receive a distribution out
of such Available  Cash with respect to a REIT Share for which such  Partnership
Unit has been exchanged and such distribution shall be made to the Company.  The
General Partner shall take such reasonable  efforts,  as determined by it in its
sole and absolute discretion and consistent with the Company's  qualification as
a REIT, to distribute  Available Cash to the Limited  Partners so as to preclude
any such distribution or portion thereof from being treated as part of a sale of
property to the  Partnership by a Limited  Partner under Section 707 of the Code
or the  Regulations  thereunder;  provided  that  the  General  Partner  and the
Partnership   shall  not  have   liability  to  a  Limited   Partner  under  any
circumstances  as a result of any  distribution  to a Limited  Partner  being so
treated.

Section 5.2    Amounts Withheld
-------------------------------

     All amounts withheld pursuant to the Code or any provisions of any state or
local tax law and Section 10.5 hereof with respect to any allocation, payment or
distribution   to  the  Partners  or  Assignees  shall  be  treated  as  amounts
distributed  to the  Partners  or  Assignees  pursuant  to  Section  5.1 for all
purposes under this Agreement.

Section 5.3    Distributions Upon Liquidation
---------------------------------------------

     Proceeds from a Terminating Capital Transaction and any other cash received
or reductions  in reserves made after  commencement  of the  liquidation  of the
Partnership shall be distributed to the Partners in accordance with Section 13.2


                                    ARTICLE 6
                                   ALLOCATIONS

Section 6.1   Allocations For Capital Account Purposes
------------------------------------------------------

     For purposes of maintaining  the Capital  Accounts and in  determining  the
rights of the Partners  among  themselves,  the  Partnership's  items of income,
gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be
allocated  among the  Partners  in each  taxable  year (or  portion  thereof) as
provided herein below.

     A. Net Income shall be allocated (i) first,  to the General  Partner to the
extent that Net Losses  previously  allocated to the General Partner pursuant to
the last sentence of Section 6.1.B exceed Net Income previously allocated to the
General  Partner  pursuant  to  this  clause  (i) of  Section  6.1.A;  and  (ii)
thereafter,  Net Income shall be allocated  to the Partners in  accordance  with
their respective Percentage Interests.

     B. After giving effect to the special allocations set forth in Section 1 of
Exhibit C attached  hereto,  Net Losses  shall be  allocated  to the Partners in
accordance with their respective Percentage Interests;  provided that Net Losses
shall not be allocated to any Limited Partner  pursuant to this Section 6.1.B to
the extent  that such  allocation  would cause such  Limited  Partner to have an
Adjusted  Capital  Account  Deficit at the end of such taxable year (or increase
any existing Adjusted Capital Account Deficit).  All Net Losses in excess of the
limitations  set forth in this  Section  6.1.B shall be allocated to the General
Partner.

     C. For purposes of Regulations Section 1.752-3(a),  the Partners agree that
Nonrecourse  Liabilities  of the  Partnership  in  excess  of the sum of (i) the
amount of  Partnership  Minimum Gain;  and (ii) the total amount of  Nonrecourse
Built-in  Gain shall be allocated  among the Partners in  accordance  with their
respective Percentage Interests.

     D. Any  gain  allocated  to the  Partners  upon  the sale or other  taxable
disposition of any Partnership asset shall, to the extent possible, after taking
into  account  other  required  allocations  of gain  pursuant  to Exhibit C, be
characterized as Recapture Income in the same proportions and to the same extent
as such  Partners  have been  allocated  any  deductions  directly or indirectly
giving rise to the treatment of such gains as Recapture Income.


                                    ARTICLE 7
                      MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1     Management
--------------------------

     A. Except as otherwise expressly provided in this Agreement, all management
powers  over  the  business  and  affairs  the  Partnership  are  and  shall  be
exclusively vested in the General Partner, and no Limited Partner shall have any
right to  participate  in or  exercise  control  or  management  power  over the
business and affairs of the Partnership.  The General Partner may not be removed
by the Limited  Partners with or without cause. In addition to the powers now or
hereafter  granted a general partner of a limited  partnership  under applicable
law or which are granted to the General  Partner  under any other  provision  of
this Agreement,  the General Partner,  subject to Section 7.3 hereof, shall have
full power and authority to do all things deemed necessary or desirable by it to
conduct the  business of the  Partnership,  to exercise  all powers set forth in
Section  3.2 hereof and to  effectuate  the  purposes  set forth in Section  3.1
hereof, including, without limitation:

          (1) the making of any expenditures,  the lending or borrowing of money
     (including,  without limitation,  making prepayments on loans and borrowing
     money to permit the  Partnership to make  distributions  to its Partners in
     such  amounts as will permit the Company (so long as the Company  qualifies
     as a REIT) to avoid the payment of any federal income tax  (including,  for
     this  purpose,  any excise tax pursuant to Section 4981 of the Code) and to
     make  distributions to its shareholders in amounts sufficient to permit the
     Company to maintain REIT status),  the assumption or guarantee of, or other
     contracting  for,  indebtedness  and other  liabilities,  the  issuance  of
     evidence  of  indebtedness  (including  the  securing  of the same by deed,
     mortgage,  deed of trust or other lien or encumbrance on the  Partnership's
     assets) and the  incurring of any  obligations  it deems  necessary for the
     conduct of the activities of the Partnership;

          (2) the making of tax,  regulatory and other filings,  or rendering of
     periodic  or  other  reports  to  governmental  or  other  agencies  having
     jurisdiction over the business or assets of the Partnership;

          (3)  the  acquisition,  disposition,  mortgage,  pledge,  encumbrance,
     hypothecation  or exchange of any assets of the Partnership  (including the
     exercise or grant of any  conversion,  option,  privilege,  or subscription
     right or other right  available in  connection  with any assets at any time
     held  by the  Partnership)  or  the  merger  or  other  combination  of the
     Partnership  with or into another  entity (all of the foregoing  subject to
     any prior approval only to the extent required by Section 7.3 hereof);

          (4) the  use of the  assets  of the  Partnership  (including,  without
     limitation, cash on hand) for any purpose consistent with the terms of this
     Agreement and on any terms it sees fit, including,  without limitation, the
     financing of the conduct of the operations of the Company,  the Partnership
     or any of the  Partnership's  Subsidiaries,  the  lending of funds to other
     Persons (including, without limitation, the Subsidiaries of the Partnership
     and/or the Company) and the repayment of obligations of the Partnership and
     its Subsidiaries and any other Person in which it has an equity investment,
     and the making of capital contributions to its Subsidiaries;

          (5)  the  management,   operation,   leasing,   landscaping,   repair,
     alteration,  demolition or improvement of any real property or improvements
     owed by the Partnership or any Subsidiary of the Partnership;

          (6) the  negotiation,  execution,  and  performance  of any contracts,
     conveyances or other  instruments that the General Partner considers useful
     or  necessary  to  the  conduct  of  the  Partnership's  operations  or the
     implementation  of the  General  Partner's  powers  under  this  Agreement,
     including   contracting   with   contractors,    developers,   consultants,
     accountants,  legal counsel,  other professional  advisors and other agents
     and the payment of their expenses and compensation out of the Partnership's
     assets;

          (7) the distribution of Partnership cash or other  Partnership  assets
     in accordance with this Agreement;

          (8) holding, managing, investing and reinvesting cash and other assets
     of the Partnership;

          (9)  the  collection  and  receipt  of  revenues  and  income  of  the
     Partnership;

          (10) the  establishment  of one or more divisions of the  Partnership,
     the  selection and  dismissal of employees of the  Partnership  (including,
     without  limitation,  employees  having titles such as  "president,"  "vice
     president,"  "secretary" and "treasurer" of the  Partnership),  and agents,
     outside  attorneys,   accountants,   consultants  and  contractors  of  the
     Partnership, and the determination of their compensation and other terms of
     employment or hiring;

          (11)  the  maintenance  of  such  insurance  for  the  benefit  of the
     Partnership and the Partners as it deems necessary or appropriate;

          (12) the  formation  of, or  acquisition  of an  interest  in, and the
     contribution of property to, any further  limited or general  partnerships,
     joint ventures or other  relationships that it deems desirable  (including,
     without limitation,  the acquisition of interests in, and the contributions
     of property  to, its  Subsidiaries  and any other Person in which it has an
     equity investment from time to time);

          (13) the control of any matters  affecting the rights and  obligations
     of the  Partnership,  including the settlement,  compromise,  submission to
     arbitration or any other form of dispute resolution, or abandonment of, any
     claim, cause of action, liability, debt or damages, due or owing to or from
     the Partnership,  the commencement or defense of suits,  legal proceedings,
     administrative   proceedings,   arbitration   or  other  forms  of  dispute
     resolution, and the representation of the Partnership in all suits or legal
     proceedings,  administrative  proceedings,  arbitrations  or other forms of
     dispute resolution, the incurring of legal expense, and the indemnification
     of any Person against liabilities and contingencies to the extent permitted
     by law;

          (14)  the   undertaking   of  any  action  in   connection   with  the
     Partnership's  direct or indirect  investment  in its  Subsidiaries  or any
     other Person (including,  without  limitation,  the contribution or loan of
     funds by the Partnership to such Persons);

          (15) the  determination  of the fair market  value of any  Partnership
     property  distributed in kind using such reasonable  method of valuation as
     the General Partner may adopt;  (16) the exercise,  directly or indirectly,
     through any  attorney-in-fact  acting  under a general or limited  power of
     attorney,  of any right,  including the right to vote,  appurtenant  to any
     asset or investment held by the Partnership;

          (17)  the  exercise  of any  of the  powers  of  the  General  Partner
     enumerated  in this  Agreement  on  behalf  of or in  connection  with  any
     Subsidiary of the  Partnership or any other Person in which the Partnership
     has a direct or indirect  interest,  or jointly with any such Subsidiary or
     other Person;

          (18)  the  exercise  of any  of the  powers  of  the  General  Partner
     enumerated  in  this  Agreement  on  behalf  of any  Person  in  which  the
     Partnership  does not have an  interest  pursuant to  contractual  or other
     arrangements with such Person;

          (19) the making,  execution and delivery of any and all deeds, leases,
     notes,  mortgages,  deeds  of  trust,  security  agreements,   conveyances,
     contracts, guarantees, warranties,  indemnities, waivers, releases or legal
     instruments  or  agreements  in writing  necessary or  appropriate,  in the
     judgment  of the  General  Partner,  for the  accomplishment  of any of the
     powers of the General Partner enumerated in this Agreement; and

          (20) the issuance of additional Partnership Units, as appropriate,  in
     connection with Capital  Contributions  by Additional  Limited Partners and
     additional Capital Contributions by Partners pursuant to Article 4 hereof.

     B.  Each of the  Limited  Partners  agrees  that  the  General  Partner  is
authorized to execute,  deliver and perform the  above-mentioned  agreements and
transactions on behalf of the Partnership  without any further act,  approval or
vote of the  Partners,  notwithstanding  any other  provision of this  Agreement
(except as provided in Section  7.3),  the Act or any  applicable  law,  rule or
regulation,  to the fullest extent  permitted under the Act or other  applicable
law, rule or regulation.  The execution,  delivery or performance by the General
Partner or the  Partnership of any agreement  authorized or permitted under this
Agreement  shall not constitute a breach by the General Partner of any duty that
the General Partner may owe the Partnership or the Limited Partners or any other
Persons under this Agreement or of any duty stated or implied by law or equity.

     C. At all times from and after the date  hereof,  the  General  Partner may
cause the  Partnership  to establish  and maintain at any and all times  working
capital  accounts  and other cash or  similar  balances  in such  amounts as the
General  Partner,  in its sole and absolute  discretion,  deems  appropriate and
reasonable from time to time.

     D. In exercising its authority  under this  Agreement,  the General Partner
may, but shall be under no obligation to, take into account the tax consequences
to any  Partner  of any  action  taken  by  it.  The  General  Partner  and  the
Partnership   shall  not  have   liability  to  a  Limited   Partner  under  any
circumstances  as a result of an income tax  liability  incurred by such Limited
Partner as a result of an action (or  inaction)  by the  General  Partner  taken
pursuant to its authority  under this Agreement and in accordance with the terms
of Section 7.3.

Section 7.2     Certificate of Limited Partnership
--------------------------------------------------

     The General Partner shall file,  simultaneously  herewith,  the Certificate
with the  Secretary  of State of Delaware  as  required by the Act.  The General
Partner  shall  use all  reasonable  efforts  to cause to be  filed  such  other
certificates  or documents as may be reasonable and necessary or appropriate for
the  formation,   continuation,   qualification   and  operation  of  a  limited
partnership  (or a  partnership  in which  the  limited  partners  have  limited
liability)  in the State of Delaware  and any other  state,  or the  District of
Columbia,  in which the Partnership may elect to do business or own property. To
the  extent  that  such  action  is  determined  by the  General  Partner  to be
reasonable  and  necessary  or  appropriate,  the  General  Partner  shall  file
amendments to and  restatements  of the  Certificate and do all of the things to
maintain the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability) under the laws of the State of Delaware
and each other state, or the District of Columbia,  in which the Partnership may
elect to do business or own property.  Subject to the terms of Section  8.5.A(4)
hereof,  the General Partner shall not be required,  before or after filing,  to
deliver  or mail a copy  of the  Certificate  or any  amendment  thereto  to any
Limited Partner.

Section 7.3   Restrictions on General Partner Authority
-------------------------------------------------------

     A. The  General  Partner  may not take any  action in  contravention  of an
express  prohibition or limitation of this Agreement without the written Consent
of  Limited  Partners  holding a majority  of the  Percentage  Interests  of the
Limited Partners  (including Limited Partner Interests held by the Company),  or
such other  percentage of the Limited  Partners as may be specifically  provided
for under a provision of this Agreement.

     B.  Except as provided  in Article 13 hereof,  the General  Partner may not
cause the Partnership to engage in a Terminating Capital Transaction  (including
by way of merger,  consolidation  or other  combination  with any other Person),
without the Consent of Limited  Partners  holding 85% or more of the  Percentage
Interests of the Limited Partners (including Limited Partnership  Interests held
by the Company).

Section 7.4   Reimbursement of the General Partner and the Company
------------------------------------------------------------------

     A. Except as provided in this Section 7.4 and  elsewhere in this  Agreement
(including the provisions of Articles 5 and 6 regarding distributions, payments,
and  allocations to which it may be entitled),  the General Partner shall not be
compensated for its services as general partner of the Partnership.

     B. The General  Partner  shall be reimbursed  on a monthly  basis,  or such
other basis as it may  determine  in its sole and absolute  discretion,  for all
expenses  that it incurs  relating to the ownership and operation of, or for the
benefit of, the Partnership;  provided that the amount of any such reimbursement
shall be reduced by any interest  earned by the General  Partner with respect to
bank  accounts  or other  instruments  or  accounts  held by it on behalf of the
Partnership,  and  provided  further  than  the  General  Partner  shall  not be
reimbursed  for any (i) directors  fees,  (ii) income tax  liabilities  or (iii)
filing or similar fees in  connection  with  maintaining  the General  Partner's
continued corporate existence that are incurred by the General Partner,  but the
Partners  acknowledge  that all other expenses of the General Partner are deemed
to be for  the  benefit  of the  Partnership.  Such  reimbursement  shall  be in
addition to any reimbursement  made as a result of  indemnification  pursuant to
Section 7.7 hereof.

     C. In the  event  that  the  Company  shall  elect  to  purchase  from  its
shareholders  REIT  Shares for the  purpose of  delivering  such REIT  Shares to
satisfy an obligation  under any dividend  reinvestment  program  adopted by the
Company, any employee stock purchase plan adopted by the Company, or any similar
obligation or arrangement  undertaken by the Company in the future, the purchase
price paid by the Company for such REIT Shares and any other  expenses  incurred
by the Company in connection with such purchase shall be considered  expenses of
the Partnership and shall be reimbursed to the Company, subject to the condition
that: (i) if such REIT Shares subsequently are sold by the Company,  the Company
shall pay to the Partnership any proceeds  received by the Company for such REIT
Shares (which sales  proceeds  shall include the amount of dividends  reinvested
under any dividend  reinvestment or similar program  provided that a transfer of
REIT Shares for Units pursuant to Section 8.6 would not be considered a sale for
such  purposes);  and (ii) if such  REIT  Shares  are not  retransferred  by the
Company  within 30 days after the  purchase  thereof,  the  Company,  as General
Partner,  shall cause the  Partnership to cancel a number of  Partnership  Units
held by the  Company,  as a Limited  Partner,  equal to the product  obtained by
multiplying  the  Conversion  Factor by the number of such REIT Shares (in which
case such  reimbursement  shall be treated as a  distribution  in  redemption of
Units held by the Company).

Section 7.5   Outside Activities of the General Partner
-------------------------------------------------------

     The General Partner shall not directly or indirectly  enter into or conduct
any  business  other than in  connection  with the  ownership,  acquisition  and
disposition of  Partnership  Interests and the management of the business of the
Partnership,  and such activities as are incidental thereto. The General Partner
and any Affiliates of the General Partner may acquire Limited Partner  Interests
and shall be entitled to exercise  all rights of a Limited  Partner  relating to
such Limited Partner Interests.

Section 7.6   Contracts with Affiliates
---------------------------------------

     A. The  Partnership  may lend or  contribute  funds or other  assets to its
Subsidiaries  or other  Persons  in which it has an equity  investment  and such
Persons  may  borrow  funds  from  the  Partnership,  on  terms  and  conditions
established  in the sole and absolute  discretion  of the General  Partner.  The
foregoing  authority  shall  not  create  any right or  benefit  in favor of any
Subsidiary or any other Person.

     B. Except as provided in Section 7.5, the  Partnership  may transfer assets
to joint ventures,  other partnerships,  corporations or other business entities
in which it is or thereby  becomes a participant  upon such terms and subject to
such conditions consistent with this Agreement and applicable law as the General
Partner, in its sole and absolute discretion, believes are advisable.

     C. Except as  expressly  permitted by this  Agreement,  neither the General
Partner nor any of its  Affiliates  shall sell,  transfer or convey any property
to, or purchase any property  from,  the  Partnership,  directly or  indirectly,
except  pursuant to  transactions  that are determined by the General Partner in
good faith to be fair and reasonable.

     D. The General Partner, in its sole and absolute discretion and without the
approval  of the  Limited  Partners,  may  propose  and adopt,  on behalf of the
Partnership,  employee  benefit  plans,  stock option  plans,  and similar plans
funded by the Partnership  for the benefit of employees of the General  Partner,
the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them
in respect of services performed, directly or indirectly, for the benefit of the
Partnership, the General Partner, or any Subsidiaries of the Partnership.

     E. The General  Partner is expressly  authorized to enter into, in the name
and on behalf of the Partnership,  a right of first opportunity  arrangement and
other conflict  avoidance  agreements with various Affiliates of the Partnership
and the General Partner,  on such terms as the General Partner,  in its sole and
absolute discretion, believes are advisable.

Section 7.7   Indemnification
-----------------------------

     A. To the fullest extent  permitted by Delaware law, the Partnership  shall
indemnify each Indemnitee from and against any and all losses, claims,  damages,
liabilities,   joint  or  several,  expenses  (including,   without  limitation,
attorneys   fees  and  other  legal  fees  and  expenses),   judgments,   fines,
settlements,  and  other  amounts  arising  from  any and all  claims,  demands,
actions, suits or proceedings, civil, criminal, administrative or investigative,
that relate to the operations of the  Partnership or the Company as set forth in
this Agreement, in which such Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise.  Without limitation,  the foregoing indemnity
shall extend to any liability of any Indemnitee,  pursuant to a loan guaranty or
otherwise  for any  indebtedness  of the  Partnership  or any  Subsidiary of the
Partnership   (including   without   limitation,   any  indebtedness  which  the
Partnership  or any Subsidiary of the  Partnership  has assumed or taken subject
to), and the General  Partner is hereby  authorized and empowered,  on behalf of
the Partnership,  to enter into one or more indemnity agreements consistent with
the  provisions  of this  Section  7.7 in  favor  of any  Indemnitee  having  or
potentially  having  liability for any such  indebtedness.  Any  indemnification
pursuant  to this  Section  7.7  shall  be made  only out of the  assets  of the
Partnership,  and neither the General Partner nor any Limited Partner shall have
any  obligation to contribute  to the capital of the  Partnership,  or otherwise
provide  funds,  to enable the  Partnership to fund its  obligations  under this
Section 7.7.

     B.  Reasonable  expenses  incurred  by an  Indemnitee  who is a party  to a
proceeding  shall be paid or  reimbursed  by the  Partnership  in advance of the
final disposition of the proceeding.

     C. The indemnification provided by this Section 7.7 shall be in addition to
any other  rights to which an  Indemnitee  or any other  Person may be  entitled
under any agreement, pursuant to any vote of the Partners, as a matter of law or
otherwise,  and shall  continue as to an  Indemnitee  who has ceased to serve in
such capacity unless otherwise provided in a written agreement pursuant to which
such Indemnities are indemnified.

     D. The  Partnership  may,  but  shall not be  obligated  to,  purchase  and
maintain  insurance,  on behalf of the Indemnities and such other Persons as the
General  Partner shall  determine,  against any  liability  that may be asserted
against or expenses that may be incurred by such Person in  connection  with the
Partnership's  activities,  regardless of whether the Partnership would have the
power to indemnify such Person  against such  liability  under the provisions of
this Agreement.

     E. For purposes of this Section  7.7,  the  Partnership  shall be deemed to
have  requested an Indemnitee to serve as fiduciary of an employee  benefit plan
whenever the  performance  by it of its duties to the  Partnership  also imposes
duties on, or otherwise  involves services by, it to the plan or participants or
beneficiaries  of the plan;  excise taxes assessed on an Indemnitee with respect
to an employee  benefit plan pursuant to applicable law shall  constitute  fines
within  the  meaning  of  Section  7.7;  and  actions  taken or  omitted  by the
Indemnitee  with respect to an employee  benefit plan in the  performance of its
duties for a purpose  reasonably  believed  by it to be in the  interest  of the
participants  and  beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Partnership.

     F. In no event may an  Indemnitee  subject any of the  Partners to personal
liability  by  reason  of the  indemnification  provisions  set  forth  in  this
Agreement.

     G. An Indemnitee  shall not be denied  indemnification  in whole or in part
under this Section 7.7 because the Indemnitee had an interest in the transaction
with  respect  to which  the  indemnification  applies  if the  transaction  was
otherwise permitted by the terms of this Agreement.

     H.  The  provisions  of  this  Section  7.7  are  for  the  benefit  of the
Indemnities,  their heirs, successors,  assigns and administrators and shall not
be deemed  to create  any  rights  for the  benefit  of any other  Persons.  Any
amendment,  modification  or repeal of this Section 7.7 or any provision  hereof
shall be  prospective  only and shall not in any way  affect  the  Partnership's
liability to any  Indemnitee  under this  Section 7.7, as in effect  immediately
prior to such amendment,  modification, or repeal with respect to claims arising
from or  relating  to  matters  occurring,  in whole  or in part,  prior to such
amendment,  modification or repeal,  regardless of when such claims may arise or
be asserted.

Section 7.8   Liability of the General Partner
----------------------------------------------

     A.  Notwithstanding  anything to the contrary set forth in this  Agreement,
the  General  Partner and its  officers  and  directors  shall not be liable for
monetary  damages to the  Partnership,  any Partners or any Assignees for losses
sustained  or  liabilities  incurred as a result of errors in judgment or of any
act or omission if the General Partner acted in good faith.

     B. The Limited Partners  expressly  acknowledge that the General Partner is
acting  on  behalf  of the  Partnership  and  the  shareholders  of the  Company
collectively,  that the General  Partner is under no  obligation to consider the
separate interests of the Limited Partners (except as otherwise provided herein)
in deciding  whether to cause the  Partnership  to take (or decline to take) any
actions,  and that the General Partner shall not be liable for monetary  damages
for losses sustained,  liabilities  incurred, or benefits not derived by Limited
Partners in connection  with such  decisions,  provided that the General Partner
has acted in good faith.

     C. Subject to its  obligations  and duties as General  Partner set forth in
Section 7.1.A hereof, the General Partner may exercise any of the powers granted
to it by this  Agreement and perform any of the duties imposed upon it hereunder
either  directly or by or through its agents.  The General  Partner shall not be
responsible  for any  misconduct  or  negligence  on the part of any such  agent
appointed by the General Partner in good faith.

     D.  Any  amendment,  modification  or  repeal  of this  Section  7.8 or any
provision  hereof shall be prospective  only and shall not in any way affect the
limitations on the General Partner's and its officers' and directors'  liability
to the Partnership and the Limited  Partners under this Section 7.8 as in effect
immediately  prior to such  amendment,  modification  or repeal with  respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment,  modification  or repeal,  regardless of when such claims may
arise or be asserted.

Section 7.9   Other Matters Concerning the General Partner
----------------------------------------------------------

     A. The  General  Partner  may rely and shall be  protected  in  acting,  or
refraining from acting, upon any resolution, certificate, statement, instrument,
opinion,  report, notice,  request,  consent,  order, bond, debenture,  or other
paper or  document  believed  by it in good faith to be genuine and to have been
signed or presented by the proper party or parties.

     B. The  General  Partner  may  consult  with  legal  counsel,  accountants,
appraisers,  management consultants,  investment bankers, architects, engineers,
environmental consultants and other consultants and advisers selected by it, and
any act  taken or  omitted  to be taken in  reliance  upon the  opinion  of such
Persons as to matters  which such  General  Partner  reasonably  believes  to be
within such Person's  professional  or expert  competence  shall be conclusively
presumed to have been done or omitted in good faith and in accordance  with such
opinion.

     C. The  General  Partner  shall  have the  right,  in respect of any of its
powers or  obligations  hereunder,  to act  through  any of its duly  authorized
officers and duly appointed attorneys-in-fact.  Each such attorney shall, to the
extent provided by the General Partner in the power of attorney, have full power
and authority to do and perform all and every act and duty which is permitted or
required to be done by the General Partner hereunder.

     D.  Notwithstanding  any other provisions of this Agreement or the Act, any
action of the General  Partner on behalf of the  Partnership  or any decision of
the  General  Partner  to  refrain  from  acting on  behalf of the  Partnership,
undertaken in the good faith belief that such action or omission is necessary or
advisable  in order (i) to protect  the  ability of the  Company to  continue to
qualify  as a REIT;  or (ii) to avoid the  Company  incurring  any  taxes  under
Section 857 or Section  4981 of the Code,  is  expressly  authorized  under this
Agreement and is deemed approved by all of the Limited Partners.

Section 7.10      Title to Partnership Assets
---------------------------------------------

     Title to Partnership  assets,  whether real,  personal or mixed and whether
tangible or  intangible,  shall be deemed to be owned by the  Partnership  as an
entity, and no Partner,  individually or collectively,  shall have any ownership
interest in such Partnership assets or any portion thereof.  Title to any or all
of the  Partnership  assets  may be held in the  name  of the  Partnership,  the
General  Partner or one or more nominees,  as the General Partner may determine,
including Affiliates of the General Partner. The General Partner hereby declares
and warrants  that any  Partnership  assets for which legal title is held in the
name of the General  Partner or any nominee or Affiliate of the General  Partner
shall be held by the General  Partner for the use and benefit of the Partnership
in accordance with the provisions of this Agreement; provided, however, that the
General Partner shall use its best efforts to cause  beneficial and record title
to  such  assets  to  be  vested  in  the  Partnership  as  soon  as  reasonably
practicable.  All  Partnership  assets  shall be recorded as the property of the
Partnership  in its books and records,  irrespective  of the name in which legal
title to such Partnership assets is held.

Section 7.11      Reliance by Third Parties
-------------------------------------------

     Notwithstanding  anything  to the  contrary in this  Agreement,  any Person
dealing  with the  Partnership  shall be  entitled  to assume  that the  General
Partner has full power and authority,  without  consent or approval of any other
Partner or Person, to encumber,  sell or otherwise use in any manner any and all
assets  of the  Partnership  and to enter  into any  contracts  on behalf of the
Partnership,  and take any and all actions on behalf of the Partnership and such
Person  shall be  entitled  to deal with the  General  Partner as if the General
Partner  were  the  Partnership's  sole  party in  interest,  both  legally  and
beneficially.  Each Limited  Partner hereby waives any and all defenses or other
remedies  which may be  available  against  such  Person to  contest,  negate or
disaffirm any action of the General Partner in connection with any such dealing.
In  no  event  shall  any  Person  dealing  with  the  General  Partner  or  its
representatives  be obligated to ascertain that the terms of this Agreement have
been  complied with or to inquire into the necessity or expedience of any act or
action  of  the  General  Partner  or  its   representatives.   Each  and  every
certificate,  document or other instrument executed on behalf of the Partnership
by the General Partner or its  representatives  shall be conclusive  evidence in
favor of any and every Person relying thereon or claiming thereunder that (i) at
the  time of the  execution  and  delivery  of  such  certificate,  document  or
instrument,  this  Agreement  was in full  force  and  effect;  (ii) the  Person
executing and  delivering  such  certificate,  document or  instrument  was duly
authorized  and  empowered  to do so for and on behalf of the  Partnership;  and
(iii) such  certificate,  document or instrument was duly executed and delivered
in accordance  with the terms and  provisions  of this  Agreement and is binding
upon the Partnership.

                                    ARTICLE 8
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 8.1  Limitation of Liability
------------------------------------

     The Limited Partners shall have no liability under this Agreement except as
expressly  provided in this Agreement,  including  Section 10.5 hereof, or under
the Act.

Section 8.2   Management of Business
------------------------------------

     No Limited Partner or Assignee (other than the General Partner,  any of its
Affiliates or any officer,  director,  employee, agent or trustee of the General
Partner, the Partnership or any of their Affiliates,  in their capacity as such)
shall take part in the operation,  management or control  (within the meaning of
the  Act)  of  the  Partnership's   business,   transact  any  business  in  the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership. The transaction of any such business by the General Partner, any of
its Affiliates or any officer, director,  employee, partner, agent or trustee of
the  General  Partner,  the  Partnership  or any of their  Affiliates,  in their
capacity as such,  shall not affect,  impair or eliminate the limitations on the
liability of the Limited Partners or Assignees under this Agreement.

Section 8.3   Outside Activities of Limited Partners
----------------------------------------------------

     Subject to any agreements entered into pursuant to Section 7.6.E hereof and
any other  agreements  entered into by a Limited  Partner or its Affiliates with
the Partnership or any of its Subsidiaries,  any Limited Partner (other than the
Company) and any  officer,  director,  employee,  agent,  trustee,  Affiliate or
shareholder of any Limited Partner (other than the Company) shall be entitled to
and may have business interests and engage in business activities in addition to
those relating to the Partnership,  including  business interests and activities
that are in direct  competition with the Partnership or that are enhanced by the
activities of the  Partnership.  Neither the  Partnership nor any Partners shall
have any rights by virtue of this  Agreement  in any  business  ventures  of any
Limited  Partner or  Assignee.  None of the  Limited  Partners  (other  than the
Company) nor any other Person shall have any rights by virtue of this  Agreement
or the Partnership  relationship  established hereby in any business ventures of
any other  Person and such  Person  shall have no  obligation  pursuant  to this
Agreement  to  offer  any  interest  in  any  such  business   ventures  to  the
Partnership,  any  Limited  Partner  or any  such  other  Person,  even  if such
opportunity  is of a character  which,  if  presented  to the  Partnership,  any
Limited Partner or such other Person, could be taken by such Person.

Section 8.4   Return of Capital
-------------------------------

     Except  pursuant to the right of  redemption  set forth in Section  8.6, no
Limited  Partner  shall be entitled to the  withdrawal  or return of its Capital
Contribution,  except  to the  extent of  distributions  made  pursuant  to this
Agreement or upon termination of the Partnership as provided  herein.  Except to
the extent  provided by Exhibit C hereof or as otherwise  expressly  provided in
this  Agreement,  no Limited  Partner or Assignee  shall have  priority over any
other  Limited  Partner  or  Assignee,  either  as  to  the  return  of  Capital
Contributions or as to profits, losses or distributions.

Section 8.5   Rights of Limited Partners Relating to the Partnership
--------------------------------------------------------------------

     A. In addition to the other  rights  provided by this  Agreement  or by the
Act, and except as limited by Section 8.5.C hereof,  each Limited  Partner shall
have the  right,  for a purpose  reasonably  related to such  Limited  Partner's
interest as a limited  partner in the  Partnership,  upon written  demand with a
statement  of the  purpose of such  demand  and at such  Limited  Partner's  own
expense  (including  such  copying  and  administrative  charges as the  General
Partner may establish from time to time):

          (1) to obtain a copy of the most recent annual and  quarterly  reports
     filed with the Securities and Exchange  Commission by the Company  pursuant
     to the Securities Exchange Act of 1934;

          (2) to  obtain a copy of the  Partnership's  federal,  state and local
     income tax returns for each Partnership Year;

          (3) to  obtain a  current  list of the name and last  known  business,
     residence or mailing address of each Partner;

          (4) to obtain a copy of this  Agreement  and the  Certificate  and all
     amendments thereto, together with executed copies of all powers of attorney
     pursuant  to which  this  Agreement,  the  Certificate  and all  amendments
     thereto have been executed; and

          (5) to obtain true and full  information  regarding the amount of cash
     and  a  description  and  statement  of  any  other  property  or  services
     contributed by each Partner and which each Partner has agreed to contribute
     in the future, and the date on which each became a Partner.

     B. The Partnership shall notify each Limited Partner,  upon request, of the
then current Conversion Factor.

     C.  Notwithstanding  any other  provision  of this Section 8.5, the General
Partner may keep confidential from the Limited Partners, for such period of time
as the General  Partner  determines  in its sole and absolute  discretion  to be
reasonable,  any information that (i) the General Partner reasonably believes to
be in the nature of trade secrets or other information,  the disclosure of which
the General  Partner in good faith  believes is not in the best interests of the
Partnership  or  could  damage  the  Partnership  or its  business;  or (ii) the
Partnership is required by law or by agreements with an unaffiliated third party
to keep confidential.

Section 8.6   Redemption Right
------------------------------

     A. Subject to Sections 8.6.B and 8.6.C hereof, on or after the date one (1)
year after June 11, l996,  each Limited  Partner  (other than the Company) shall
have the right (the "Redemption  Right") to require the Partnership to redeem on
a Specified  Redemption Date all or a portion of the  Partnership  Units held by
such Limited Partner at a redemption  price per Unit equal to and in the form of
the Cash Amount to be paid by the  Partnership.  The  Redemption  Right shall be
exercised pursuant to a Notice of Redemption  delivered to the Partnership (with
a copy to the Company) by the Limited  Partner who is exercising  the redemption
right (the "Redeeming Partner");  provided,  however, that the Partnership shall
not be  obligated  to satisfy  such  Redemption  Right if the Company  elects to
purchase the Partnership  Units subject to the Notice of Redemption  pursuant to
Section 8.6.B. A Limited Partner may not exercise the Redemption  Right for less
than one thousand  (1,000)  Partnership  Units or, if such Limited Partner holds
less than one thousand (1,000)  Partnership  Units, all of the Partnership Units
held by such Partner. The Redeeming Partner shall have no right, with respect to
any Partnership Units so redeemed, to receive any distributions paid on or after
the Specified  Redemption Date. The Assignee of any Limited Partner may exercise
the rights of such  Limited  Partner  pursuant  to this  Section  8.6,  and such
Limited  Partner  shall be deemed to have  assigned such rights to such Assignee
and  shall  be  bound  by the  exercise  of such  rights  by such  Assignee.  In
connection  with any  exercise  of such  rights  by an  Assignee  on behalf of a
Limited  Partner,  the Cash Amount shall be paid by the Partnership  directly to
such Assignee and not to such Limited Partner.

     B.  Notwithstanding the provisions of Section 8.6.A, a Limited Partner that
exercises  the  Redemption  Right  shall be deemed to have  offered  to sell the
Partnership Units described in the Notice of Redemption to the Company,  and the
Company may, in its sole and absolute discretion, elect to purchase directly and
acquire such  Partnership  Units by paying to the Redeeming  Partner  either the
Cash  Amount or the REIT Shares  Amount,  as elected by the Company (in its sole
and absolute  discretion),  on the  Specified  Redemption  Date,  whereupon  the
Company  shall  acquire the  Partnership  Units  offered for  redemption  by the
Redeeming Partner and shall be treated for all purposes of this Agreement as the
owner of such  Partnership  Units.  If the Company  shall elect to exercise  its
right to purchase  Partnership  Units under this Section 8.6.B with respect to a
Notice of  Redemption,  it shall so notify the  Redeeming  Partner  within  five
Business Days after the receipt by it of such Notice of  Redemption.  Unless the
Company  (in its sole and  absolute  discretion)  shall  exercise  its  right to
purchase  Partnership  Units from the Redeeming Partner pursuant to this Section
8.6.B, the Company shall not have any obligation to the Redeeming Partner or the
Partnership with respect to the Redeeming  Partner's  exercise of the Redemption
Right. In the event the Company shall exercise its right to purchase Partnership
Units with respect to the exercise of a Redemption Right in the manner described
in the first  sentence of this  Section  8.6.B,  the  Partnership  shall have no
obligation  to pay any  amount to the  Redeeming  Partner  with  respect to such
Redeeming Partner's exercise of such Redemption Right, and each of the Redeeming
Partner,  the Partnership,  and the Company shall treat the transaction  between
the Company and the Redeeming  Partner,  for federal  income tax purposes,  as a
sale of the Redeeming Partner's Partnership Units to the Company. Each Redeeming
Partner agrees to execute such  documents as the Company may reasonably  require
in connection  with the issuance of REIT Shares upon exercise of the  Redemption
Right.

     C.  Notwithstanding  the  provisions of Section 8.6.A and Section  8.6.B, a
Partner  shall not be entitled  to exercise  the  Redemption  Right  pursuant to
Section  8.6.A if the delivery of REIT Shares to such  Partner on the  Specified
Redemption Date by the Company pursuant to Section 8.6.B  (regardless of whether
or not the Company would in fact exercise its rights under Section  8.6.B) would
be prohibited under the Declaration of Trust of the Company.


                                    ARTICLE 9
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1  Records and Accounting
-----------------------------------

     The General Partner shall keep or cause to be kept at the principal  office
of the Partnership those records and documents  required to be maintained by the
Act and other books and records deemed by the General  Partner to be appropriate
with respect to the Partnership's business,  including,  without limitation, all
books and records  necessary to provide to the Limited Partners any information,
lists and copies of  documents  required to be provided  pursuant to Section 9.3
hereof. Any records maintained by or on behalf of the Partnership in the regular
course  of its  business  may be kept on,  or be in the form  of,  punch  cards,
magnetic  tape,  photographs,  micrographics  or any other  information  storage
device,  provided that the records so maintained  are  convertible  into clearly
legible  written  form  within a  reasonable  period  of time.  The books of the
Partnership shall be maintained, for financial and tax reporting purposes, on an
accrual basis in accordance with generally accepted  accounting  principles,  or
such  other  basis  as  the  General  Partner  determines  to  be  necessary  or
appropriate.

Section 9.2  Fiscal Year
------------------------

     The fiscal year of the Partnership shall be the calendar year.

Section 9.3  Reports
--------------------

     A. As soon as  practicable,  but in no event  later than one  hundred  five
(105) days after the close of each  Partnership  Year, the General Partner shall
cause to be mailed to each  Limited  Partner as of the close of the  Partnership
Year, an annual report containing financial statements of the Partnership, or of
the Company if such statements are prepared solely on a consolidated  basis with
the Company,  for such Partnership Year,  presented in accordance with generally
accepted  accounting  principles,  such statements to be audited by a nationally
recognized  firm of  independent  public  accountants  selected  by the  General
Partner.

     B. As soon as  practicable,  but in no event  later than one  hundred  five
(105) days after the close of each  calendar  quarter  (except the last calendar
quarter of each  year),  the  General  Partner  shall cause to be mailed to each
Limited Partner as of the last day of the calendar quarter,  a report containing
unaudited  financial  statements of the Partnership,  or of the Company, if such
statements  are prepared  solely on a consolidated  basis with the Company,  and
such other information as may be required by applicable law or regulation, or as
the General Partner determines to be appropriate.


                                   ARTICLE 10
                                   TAX MATTERS

Section 10.1   Preparation of Tax Returns
-----------------------------------------

     The General  Partner shall arrange for the preparation and timely filing of
all returns of Partnership  income,  gains,  deductions,  losses and other items
required of the  Partnership for federal and state income tax purposes and shall
use all reasonable  efforts to furnish,  within ninety (90) days of the close of
each taxable year, the tax information  reasonably  required by Limited Partners
for federal and state income tax reporting purposes.

Section 10.2    Tax Elections
-----------------------------

     Except as otherwise provided herein, the General Partner shall, in its sole
and  absolute  discretion,  determine  whether  to make any  available  election
pursuant to the Code. Notwithstanding the above, in making any such tax election
the General Partner shall take into account the tax  consequences to the Limited
Partners  resulting from any such election.  The General Partner shall make such
tax elections on behalf of the  Partnership  as the Limited  Partners  holding a
majority of the Percentage  Interests of the Limited Partners (excluding Limited
Partner  Interests  held by the  Company)  request,  provided  that the  General
Partner  believes  that such  election  is not adverse to the  interests  of the
General  Partner,  including its interest in preserving its  qualification  as a
REIT  under  the Code.  The  General  Partner  intends  to elect  the  so-called
"traditional   method"  of  making  Section  704(c)   allocations   pursuant  to
Regulations Section 1.704-3 with respect to property  contributed as of the date
hereof.  The  General  Partner  shall  have the right to seek to revoke  any tax
election it makes (including, without limitation, the election under Section 754
of the Code) upon the General Partner's determination,  in its sole and absolute
discretion, that such revocation is in the best interests of the Partners.

Section 10.3    Tax Matters Partner
-----------------------------------

     A.  The  General  Partner  shall  be  the  "tax  matters  partner"  of  the
Partnership for federal income tax purposes.  Pursuant to Section 6230(e) of the
Code, upon receipt of notice from the IRS of the beginning of an  administrative
proceeding  with  respect to the  Partnership,  the tax  matters  partner  shall
furnish the IRS with the name,  address,  taxpayer  identification  number,  and
profit  interest of each of the Limited  Partners and the  Assignees;  provided,
however,  that such  information  is provided to the  Partnership by the Limited
Partners and the Assignees.

     B. The tax matters partner is authorized, but not required:

          (1) to enter  into any  settlement  with the IRS with  respect  to any
     administrative  or judicial  proceedings  for the adjustment of Partnership
     items  required  to be taken  into  account  by a Partner  for  income  tax
     purposes  (such  administrative  proceedings  being  referred  to as a "tax
     audit"  and  such  judicial  proceedings  being  referred  to as  "judicial
     review"),  and in the  settlement  agreement  the tax  matters  partner may
     expressly  state that such agreement  shall bind all Partners,  except that
     such  settlement  agreement  shall not bind any Partner (i) who (within the
     time  prescribed  pursuant to the Code and  Regulations)  files a statement
     with the IRS  providing  that the tax  matters  partner  shall not have the
     authority to enter into a settlement  agreement on behalf of such  Partner;
     or (ii) who is a "notice partner" (as defined in Section  6231(a)(8) of the
     Code) or a member of a "notice group" (as defined in Section  6223(b)(2) of
     the Code);

          (2) in the event that a notice of a final administrative adjustment at
     the  Partnership  level of any item  required to be taken into account by a
     Partner  for tax  purposes  (a  "final  adjustment")  is  mailed to the tax
     matters  partner,  to  seek  judicial  review  of  such  final  adjustment,
     including the filing of a petition for  readjustment  with the Tax Court or
     the filing of a complaint for refund with the United States Claims Court or
     the  District  Court of the  United  States for the  district  in which the
     Partnership's principal place of business is located;

          (3) to  intervene  in any  action  brought  by any other  Partner  for
     judicial review of a final adjustment;

          (4) to file a request for an  administrative  adjustment  with the IRS
     and,  if any part of such  request is not  allowed  by the IRS,  to file an
     appropriate  pleading  (petition or  complaint)  for  judicial  review with
     respect to such request;

          (5) to enter into an  agreement  with the IRS to extend the period for
     assessing  any tax which is  attributable  to any item required to be taken
     account of by a Partner for tax purposes, or an item affected by such item;
     and

          (6) to  take  any  other  action  on  behalf  of the  Partners  or the
     Partnership in connection with any tax audit or judicial review  proceeding
     to the extent permitted by applicable law or regulations.

     The  taking of any  action  and the  incurring  of any  expense  by the tax
matters  partner in connection  with any such  proceeding,  except to the extent
required  by law,  is a matter in the sole and  absolute  discretion  of the tax
matters partner and the provisions  relating to  indemnification  of the General
Partner set forth in Section 7.7 of this Agreement shall be fully  applicable to
the tax matters partner in its capacity as such.

     C. The tax matters partner shall receive no compensation  for its services.
All third  party  costs and  expenses  incurred  by the tax  matters  partner in
performing its duties as such (including legal and accounting fees and expenses)
shall be borne by the Partnership. Nothing herein shall be construed to restrict
the  Partnership  from  engaging  an  accounting  firm to assist the tax matters
partner in discharging its duties hereunder, so long as the compensation paid by
the Partnership for such services is reasonable.

Section 10.4    Organizational Expenses
---------------------------------------

     The Partnership  shall elect to deduct expenses,  if any, incurred by it in
organizing the Partnership ratably over a sixty (60) month period as provided in
Section 709 of the Code.

Section 10.5   Withholding
--------------------------

     Each Limited Partner hereby authorizes the Partnership to withhold from, or
pay on behalf of or with respect to, such Limited Partner any amount of federal,
state,  local,  or foreign taxes that the General  Partner  determines  that the
Partnership  is  required  to  withhold  or  pay  with  respect  to  any  amount
distributable  or allocable to such Limited Partner  pursuant to this Agreement,
including,  without limitation, any taxes required to be withheld or paid by the
Partnership  pursuant to Sections  1441,  1442,  1445, or 1446 of the Code.  Any
amount paid on behalf of or with respect to a Limited Partner shall constitute a
loan by the Partnership to such Limited  Partner,  which loan shall be repaid by
such  Limited  Partner  within  fifteen  (15) days after notice from the General
Partner that such payment must be made unless (i) the Partnership withholds such
payment  from a  distribution  which  would  otherwise  be made  to the  Limited
Partner;  or (ii) the  General  Partner  determines,  in its  sole and  absolute
discretion, that such payment may be satisfied out of the available funds of the
Partnership  which would,  but for such payment,  be  distributed to the Limited
Partner.  Any amounts  withheld  pursuant to the  foregoing  clauses (i) or (ii)
shall be  treated as having  been  distributed  to such  Limited  Partner.  Each
Limited  Partner  hereby   unconditionally   and   irrevocably   grants  to  the
9Partnership a security interest in such Limited Partner's  Partnership Interest
to secure  such  Limited  Partner's  obligation  to pay to the  Partnership  any
amounts  required to be paid  pursuant to this Section 10.5. In the event that a
Limited  Partner  fails to pay any amounts owed to the  Partnership  pursuant to
this Section  10.5 when due,  the General  Partner may, in its sole and absolute
discretion,  elect to make the  payment  to the  Partnership  on  behalf of such
defaulting  Limited  Partner,  and in such event  shall be deemed to have loaned
such amount to such  defaulting  Limited Partner and shall succeed to all rights
and remedies of the  Partnership  as against such  defaulting  Limited  Partner.
Without  limitation,  in such event the General  Partner shall have the right to
receive  distributions  that would otherwise be distributable to such defaulting
Limited  Partner  until  such  time as such  loan,  together  with all  interest
thereon,  has been paid in full, and any such  distributions  so received by the
General  Partner shall be treated as having been  distributed  to the defaulting
Limited  Partner and immediately  paid by the defaulting  Limited Partner to the
General  Partner in  repayment  of such loan.  Any amounts  payable by a Limited
Partner  hereunder  shall  bear  interest  at the lesser of (A) the base rate on
corporate  loans at large  United  States  money  center  commercial  banks,  as
published from time to time in the Wall Street Journal, plus four (4) percentage
points,  or (B) the maximum  lawful rate of  interest on such  obligation,  such
interest  to accrue from the date such  amount is due (i.e.,  fifteen  (15) days
after demand) until such amount is paid in full. Each Limited Partner shall take
such actions as the Partnership or the General Partner shall request in order to
perfect or enforce the security interest created hereunder.


                                   ARTICLE 11
                            TRANSFERS AND WITHDRAWALS

Section 11.1      Transfer
--------------------------

     A. The term  "transfer,"  when used in this  Article  11 with  respect to a
Partnership Unit, shall be deemed to refer to a transaction by which the General
Partner  purports to assign all or any part of its General  Partner  Interest to
another Person or by which a Limited Partner  purports to assign all or any part
of its  Limited  Partner  Interest  to  another  Person,  and  includes  a sale,
assignment, gift, pledge, encumbrance,  hypothecation, mortgage, exchange or any
other  disposition by law or otherwise.  The term  "transfer"  when used in this
Article 11 does not include  any  redemption  of  Partnership  Interests  by the
Partnership from a Limited Partner or any acquisition of Partnership  Units from
a Limited Partner by the Company pursuant to Section 8.6.

     B. No  Partnership  Interest  shall  be  transferred,  in whole or in part,
except in accordance with the terms and conditions set forth in this Article 11.
Any  transfer  or  purported  transfer  of a  Partnership  Interest  not made in
accordance with this Article 11 shall be null and void.

Section 11.2      Transfer of the Company's General Partner Interest and
                  Limited Partner Interest
------------------------------------------------------------------------

     The  Company  may not  transfer  any of its  General  Partner  Interest  or
withdraw as General  Partner,  or transfer any of its Limited Partner  Interest,
unless Limited  Partners  holding a majority of the Percentage  Interests of the
Limited  Partners  (other than Limited  Partner  Interests  held by the Company)
consent to such transfer or withdrawal or such transfer is to an entity which is
wholly-owned  by the Company and is a Qualified  REIT  Subsidiary  under Section
856(i) of the Code.

Section 11.3     Limited Partners' Rights to Transfer
-----------------------------------------------------

     A. Subject to the provisions of Sections 11.3.C,  11.3.D, 11.3.E, and 11.4,
a Limited  Partner  (other than the Company) may  transfer,  with or without the
consent of the General Partner, all or any portion of its Partnership  Interest,
or any of such Limited Partner's economic rights as a Limited Partner.

     B.  If  a  Limited   Partner  is  subject  to  Incapacity,   the  executor,
administrator,  trustee,  committee,  guardian,  conservator or receiver of such
Limited Partner's estate shall have all of the rights of a Limited Partner,  but
not more rights than those enjoyed by other Limited Partners, for the purpose of
settling  or  managing  the estate and such power as the  Incapacitated  Limited
Partner  possessed  to  transfer  all or any part of his or its  interest in the
Partnership.  The Incapacity of a Limited Partner,  in and of itself,  shall not
dissolve or terminate the Partnership.

     C. The General  Partner may prohibit  any transfer by a Limited  Partner of
its  Partnership  Units if, in the opinion of legal counsel to the  Partnership,
such  transfer  would  require  filing  of a  registration  statement  under the
Securities  Act of  1933  or  would  otherwise  violate  any  federal  or  state
securities laws or regulations  applicable to the Partnership or the Partnership
Units.

     D. No transfer by a Limited Partner of its Partnership Units may be made to
any Person if (i) in the opinion of legal counsel for the Partnership,  it would
result  in  the  Partnership  being  treated  as  an  association  taxable  as a
corporation;  (ii) it is made  within one year after June 11,  l996;  (iii) such
transfer  is  effectuated  through  an  "established  securities  market"  or  a
"secondary market (or the substantial  equivalent  thereof)" with the meaning of
Section 7704 of the Code;  (iv) such  transfer  would cause the  Partnership  to
become, with respect to any employee benefit plan subject to Title I of ERISA, a
"party-in-interest"  (as defined in Section  3(14) of ERISA) or a  "disqualified
person" (as defined in Section 4975(c) of the Code); (v) such transfer would, in
the  opinion of legal  counsel  for the  Partnership,  cause any  portion of the
assets of the  Partnership  to  constitute  assets of any employee  benefit plan
pursuant to Department of Labor  Regulations  Section  2510.2-101;  or (vi) such
transfer  would subject the  Partnership  to be regulated  under the  Investment
Company  Act of  1940,  the  Investment  Advisors  Act of 1940  or the  Employee
Retirement Income Security Act of 1974, each as amended.

     E. No  transfer  of any  Partnership  Units  may be made to a lender to the
Partnership  or any  Person  who is  related  (within  the  meaning  of  Section
1.752-4(b)  of the  Regulations)  to any  lender to the  Partnership  whose loan
constitutes a Nonrecourse Liability, without the consent of the General Partner,
in its  sole and  absolute  discretion;  provided  that as a  condition  to such
consent  the  lender  will be  required  to enter into an  arrangement  with the
Partnership  and  the  General  Partner  to  redeem  for  the  Cash  Amount  any
Partnership Units in which a security interest is held  simultaneously  with the
time at which such lender would be deemed to be a partner in the Partnership for
purposes of allocating liabilities to such lender under Section 752 of the Code.

Section 11.4    Substituted Limited Partners
--------------------------------------------

     A. No Limited  Partner shall have the right to substitute a transferee as a
Limited Partner in his place. The General Partner shall, however, have the right
to consent to the admission of a transferee of the interest of a Limited Partner
pursuant to this Section 11.4 as a Substituted  Limited  Partner,  which consent
may be  given or  withheld  by the  General  Partner  in its  sole and  absolute
discretion.  The General  Partner's failure or refusal to permit a transferee of
any such interests to become a Substituted  Limited  Partner shall not give rise
to any cause of action against the Partnership or any Partner.

     B. A transferee who has been admitted as a Substituted  Limited  Partner in
accordance  with this  Article  11 shall  have all the  rights and powers and be
subject to all the  restrictions and liabilities of a Limited Partner under this
Agreement.

     C. Upon the admission of a Substituted Limited Partner, the General Partner
shall amend Exhibit A to reflect the name, address, number of Partnership Units,
and Percentage  Interest of such Substituted Limited Partner and to eliminate or
adjust, if necessary,  the name, address and interest of the predecessor of such
Substituted Limited Partner.

Section 11.5    Assignees
-------------------------

     If the  General  Partner,  in its sole and  absolute  discretion,  does not
consent  to the  admission  of (i) any  permitted  transferee  as a  Substituted
Limited  Partner,  as described in Section 11.4, or (ii) any  individual who has
made  a  capital  contribution  to the  Partnership,  then  in  each  case  such
transferee  shall be considered an Assignee for purposes of this  Agreement.  An
Assignee  shall be deemed to have had  assigned  to it, and shall be entitled to
receive  distributions  from the  Partnership  and the share of Net Income,  Net
Losses,  Recapture Income,  and any other items, gain, loss deduction and credit
of the  Partnership  attributable  to the  Partnership  Units  assigned  to such
transferee,  but shall not be deemed to be a holder of Partnership Units for any
other purpose under this Agreement,  including, without limitation, with respect
to the redemption  rights set forth in Section 8.6, and shall not be entitled to
vote such Partnership  Units in any matter presented to the Limited Partners for
a vote (such Partnership Units being deemed to have been voted on such matter in
the same proportion as all other  Partnership Units held by Limited Partners are
voted). In the event any such transferee desires to make a further assignment of
any such  Partnership  Units,  such  transferee  shall be  subject to all of the
provisions  of this  Article 11 to the same extent and in the same manner as any
Limited Partner desiring to make an assignment of Partnership Units.

Section 11.6    General Provisions
----------------------------------

     A. No Limited  Partner may withdraw  from the  Partnership  other than as a
result of a permitted  transfer  of all of such  Limited  Partner's  Partnership
Units in accordance with this Article 11 or pursuant to redemption of all of its
Partnership Units under Section 8.6.

     B. Any Limited Partner who shall transfer all of its Partnership Units in a
transfer  permitted  pursuant  to this  Article  11 shall  cease to be a Limited
Partner  upon  the  admission  of all  Assignees  of such  Partnership  Units as
Substitute Limited Partners.  Similarly,  any Limited Partner who shall transfer
all of its Partnership  Units pursuant to a redemption of all of its Partnership
Units under Section 8.6 shall cease to be a Limited Partner.

     C. Transfers  pursuant to this Article 11 may only be made on the first day
of a fiscal quarter of the  Partnership,  unless the General  Partner  otherwise
agrees.

     D. If any  Partnership  Interest  is  transferred  or  assigned  during any
quarterly  segment  of the  Partnership's  fiscal  year in  compliance  with the
provisions of this Article 11 or redeemed or transferred pursuant to Section 8.6
on any day other than the first day of a Partnership Year, then Net Income,  Net
Losses,  each item thereof and all other items attributable to such interest for
such  Partnership  Year shall be divided and  allocated  between the  transferor
Partner  and the  transferee  Partner  by  taking  into  account  their  varying
interests  during the Partnership  Year in accordance with Section 706(d) of the
Code,  using the interim  closing of the books  method.  Solely for  purposes of
making such allocations,  each of such items for the calendar month in which the
transfer or assignment occurs shall be allocated to the transferee Partner,  and
none of such items for the calendar month in which a redemption  occurs shall be
allocated to the Redeeming Partner; provided,  however, that the General Partner
may adopt such other  conventions  relating to  allocations  in connection  with
transfers,  assignments  or  redemptions  as  it  determines  are  necessary  or
appropriate.   All   distributions  of  Available  Cash   attributable  to  such
Partnership Unit with respect to which the Partnership Record Date is before the
date of such transfer, assignment, or redemption shall be made to the transferor
Partner  or the  Redeeming  Partner,  as the case  may be,  and in the case of a
transfer or assignment other than a redemption,  all  distributions of Available
Cash  thereafter  attributable  to such  Partnership  Unit  shall be made to the
transferee Partner.


                                   ARTICLE 12
                              ADMISSION OF PARTNERS

Section 12.1    Admission of Successor General Partner
------------------------------------------------------

     A successor to all of the General Partner Interest pursuant to Section 11.2
hereof who is proposed to be admitted as a successor  General  Partner  shall be
admitted  to the  Partnership  as  the  General  Partner,  effective  upon  such
transfer.  Any such  transferee  shall carry on the business of the  Partnership
without  dissolution.  In each  case,  the  admission  shall be  subject  to the
successor  General  Partner  executing  and  delivering  to the  Partnership  an
acceptance of all of the terms and  conditions of this  Agreement and such other
documents or instruments as may be required to effect the admission. In the case
of such admission on any day other than the first day of a Partnership Year, all
items  attributable to the General Partner  Interest for such  Partnership  Year
shall be allocated  between the transferring  General Partner and such successor
as provided in Section 11.6.D hereof.

Section 12.2    Admission of Additional Limited Partners
--------------------------------------------------------

     A. After the admission to the Partnership of the initial  Limited  Partners
on the date hereof, a Person who makes a Capital Contribution to the Partnership
in accordance  with this  Agreement  shall be admitted to the  Partnership as an
Additional  Limited  Partner  only upon  furnishing  to the General  Partner (i)
evidence of acceptance in form satisfactory to the General Partner of all of the
terms and conditions of this Agreement, including, without limitation, the power
of  attorney  granted in Section  2.4  hereof and (ii) such other  documents  or
instruments as may be required in the discretion of the General Partner in order
to effect such Person's admission as an Additional Limited Partner.

     B. Notwithstanding anything to the contrary in this Section 12.2, no Person
shall be admitted as an Additional  Limited  Partner  without the consent of the
General Partner, which consent may be given or withheld in the General Partner's
sole  and  absolute  discretion.  Persons  making  capital  contribution  to the
Partnership,  directly or indirectly, who are not admitted as Additional Limited
Partners  shall  have only  those  rights  of an  Assignee  as set forth  herein
(including  as set forth in Section  11.5).  The  admission  of any Person as an
Additional  Limited  Partner  shall become  effective on the date upon which the
name of such Person is  recorded  on the books and  records of the  Partnership,
following the consent of the General Partner to such admission.

     C. If any Additional  Limited Partner is admitted to the Partnership on any
day other than the first day of a Partnership Year, then Net Income, Net Losses,
each item thereof and all other items allocable among Partners and Assignees for
such Partnership  Year shall be allocated among such Additional  Limited Partner
and all other  Partners  and  Assignees  by taking into  account  their  varying
interests  during the Partnership  Year in accordance with Section 706(d) of the
Code,  using the interim  closing of the books  method.  Solely for  purposes of
making  such  allocations,  each  such item for the  calendar  month in which an
admission of any Additional  Limited Partner occurs shall be allocated among all
of the  Partners and  Assignees,  including  such  Additional  Limited  Partner;
provided,  however,  that the General  Partner may adopt such other  conventions
relating to  allocations  to Additional  Limited  Partners as it determines  are
necessary or appropriate.  All  distributions  of Available Cash with respect to
which the Partnership  Record Date is before the date of such admission shall be
made  solely to  Partners  and  Assignees,  other  than the  Additional  Limited
Partner, and all distributions of Available Cash thereafter shall be made to all
of the Partners and Assignees, including such Additional Limited Partner.

Section 12.3    Amendment of Agreement and Certificate of Limited Partnership
-----------------------------------------------------------------------------

     For the admission to the  Partnership of any Partner,  the General  Partner
shall  take all  steps  necessary  and  appropriate  under  the Act to amend the
records of the Partnership and, if necessary, to prepare as soon as practical an
amendment  of this  Agreement  (including  an  amendment  of Exhibit A) and,  if
required by law, shall prepare and file an amendment to the  Certificate and may
for this purpose  exercise the power of attorney granted pursuant to Section 2.4
hereof.


                                   ARTICLE 13
                    DISSOLUTION, LIQUIDATION AND TERMINATION

Section 13.1    Dissolution
---------------------------

     The  Partnership  shall not be  dissolved by the  admission of  Substituted
Limited  Partners  or  Additional  Limited  Partners  or by the  admission  of a
successor  General Partner in accordance with the terms of this Agreement.  Upon
the  withdrawal  of the General  Partner,  any successor  General  Partner shall
continue the business of the Partnership.  The Partnership  shall dissolve,  and
its  affairs  shall  be wound  up,  only  upon the  first to occur of any of the
following ("Liquidating Events"):

          A. the expiration of its term as provided in Section 2.5 hereof;

          B. an event of  withdrawal of the General  Partner,  as defined in the
     Act (other than an event of  bankruptcy),  unless,  within ninety (90) days
     after such event of  withdrawal  a majority in  interest  of the  remaining
     Partners agree in writing to continue the business of the  Partnership  and
     to the appointment,  effective as of the date of withdrawal, of a successor
     General Partner;

          C. from and  after the date of this  Agreement  through  December  31,
     2055, an election to dissolve the  Partnership  made by the General Partner
     with the Consent of Partners holding 85% of the Percentage Interests of the
     Limited Partners (including Limited Partner Interests held by the Company);

          D.  on  or  after  January  1,  2056,  an  election  to  dissolve  the
     Partnership  made  by  the  General  Partner,  in  its  sole  and  absolute
     discretion;

          E.  entry of a  decree  of  judicial  dissolution  of the  Partnership
     pursuant to the provisions of the Act;

          F. the sale of all or  substantially  all of the assets and properties
     of the Partnership; or

          G. a final  and  non-appealable  judgment  is  entered  by a court  of
     competent  jurisdiction  ruling  that the  General  Partner is  bankrupt or
     insolvent,  or a final and non-appealable  order for relief is entered by a
     court with appropriate  jurisdiction  against the General Partner,  in each
     case under any federal or state  bankruptcy  or  insolvency  laws as now or
     hereafter  in effect,  unless  prior to the entry of such order or judgment
     all of the remaining  Partners agree in writing to continue the business of
     the Partnership and to the appointment, effective as of a date prior to the
     date of such order or judgment, of a substitute General Partner.

Section 13.2    Winding Up
--------------------------

     A. Upon the  occurrence  of a  Liquidating  Event,  the  Partnership  shall
continue solely for the purposes of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying the claims of its creditors and Partners.
No Partner shall take any action that is inconsistent  with, or not necessary to
or appropriate  for, the winding up of the  Partnership's  business and affairs.
The General Partner, or, in the event there is no remaining General Partner, any
Person  elected by a majority in interest of the Limited  Partners  (the General
Partner or such other  Person  being  referred  to herein as the  "Liquidator"),
shall be  responsible  for  overseeing  the  winding up and  dissolution  of the
Partnership  and shall take full account of the  Partnership's  liabilities  and
property and the  Partnership  property  shall be  liquidated  as promptly as is
consistent  with  obtaining the fair value thereof,  and the proceeds  therefrom
(which may, to the extent  determined by the General Partner,  include shares of
common stock in the Company)  shall be applied and  distributed in the following
order:

          (1) First,  to the payment and  discharge of all of the  Partnership's
     debts and liabilities to creditors other than the Partners;

          (2) Second,  to the payment and discharge of all of the  Partnership's
     debts and liabilities to the General Partner;

          (3) Third,  to the payment and  discharge of all of the  Partnership's
     debts and liabilities to the other Partners; and

          (4) The balance,  if any, to the General Partner and Limited  Partners
     in  accordance  with their  Capital  Accounts,  after giving  effect to all
     contributions, distributions, and allocations for all periods.

The General Partner shall not receive any additional  compensation  for any
services performed pursuant to this Article 13.

     B.  Notwithstanding  the  provisions of Section 13.2.A hereof which require
liquidation  of the  assets  of the  Partnership,  but  subject  to the order of
priorities set forth therein, if prior to or upon dissolution of the Partnership
the  Liquidator  determines  that  an  immediate  sale  of  part  or  all of the
Partnership's  assets  would be  impractical  or would  cause  undue loss to the
Partners,  the Liquidator may, in its sole and absolute discretion,  defer for a
reasonable  time the liquidation of any assets except those necessary to satisfy
liabilities of the Partnership (including to those Partners as creditors) and/or
distribute  to the  Partners,  in lieu of cash,  as  tenants  in  common  and in
accordance with the provisions of Section 13.2.A hereof,  undivided interests in
such  Partnership  assets as the Liquidator  deems not suitable for liquidation.
Any such distributions in kind shall be made only if, in the good faith judgment
of the Liquidator,  such  distributions  in kind are in the best interest of the
Partners,  and shall be subject to such  conditions  relating to the disposition
and  management  of such  properties  as the  Liquidator  deems  reasonable  and
equitable and to any  agreements  governing the operation of such  properties at
such time. The Liquidator  shall determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt.

     C.  In  the  discretion  of  the  Liquidator,  a pro  rata  portion  of the
distributions  that would  otherwise be made to the General  Partner and Limited
Partners pursuant to this Article 13 may be:

     (1)  distributed  to a trust  established  for the  benefit of the  General
Partner and Limited Partners for the purposes of liquidating Partnership assets,
collecting  amounts  owed to the  Partnership,  and  paying  any  contingent  or
unforeseen  liabilities or obligations of the Partnership or the General Partner
arising out of or in  connection  with the  Partnership.  The assets of any such
trust shall be distributed to the General Partner and Limited Partners from time
to time, in the reasonable discretion of the Liquidator, in the same proportions
as the amount  distributed to such trust by the Partnership would otherwise have
been  distributed to the General Partner and Limited  Partners  pursuant to this
Agreement; or

     (2)  withheld or escrowed to provide a reasonable  reserve for  Partnership
liabilities  (contingent or otherwise) and to reflect the unrealized  portion of
any installment obligations owed to the Partnership, provided that such withheld
or escrowed  amounts  shall be  distributed  to the General  Partner and Limited
Partners in the manner and order of priority set forth in Section 13.2.A as soon
as practicable.

Section 13.3    Compliance with Timing Requirements of Regulations
------------------------------------------------------------------

     In the  event  the  Partnership  is  "liquidated"  within  the  meaning  of
Regulations Section  1.704-1(b)(2)(ii)(g),  distributions shall be made pursuant
to this Article 13 to the General Partner and Limited Partners who have positive
Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2).
If any Partner has a deficit balance in his Capital Account (after giving effect
to all  contributions,  distributions  and  allocations  for all taxable  years,
including  the year during which such  liquidation  occurs),  such Partner shall
have no obligation to make any  contribution  to the capital of the  Partnership
with respect to such  deficit,  and such deficit  shall not be considered a debt
owed to the Partnership or to any other Person for any purpose whatsoever.

Section 13.4    Deemed Distribution and Recontribution
------------------------------------------------------

     Notwithstanding  any other  provision  of this Article 13, in the event the
Partnership is considered "liquidated" within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g),  but no Liquidating Event has occurred,  the Partnership's
property shall not be liquidated,  the  Partnership's  liabilities  shall not be
paid or  discharged,  and the  Partnership's  affairs  shall  not be  wound  up.
Instead, for federal income tax purposes and for purposes of maintaining Capital
Accounts  pursuant to Exhibit B hereto,  the Partnership shall be deemed to have
distributed  the property in kind to the General  Partner and Limited  Partners,
who shall be deemed to have  assumed  and taken  such  property  subject  to all
Partnership  liabilities,  all  in  accordance  with  their  respective  Capital
Accounts. Immediately thereafter, the General Partner and Limited Partners shall
be  deemed  to  have  recontributed  the  Partnership  property  in  kind to the
Partnership,  which  shall be deemed to have  assumed  and taken  such  property
subject to all such liabilities.

Section 13.5   Rights of Limited Partners
-----------------------------------------

     Except as otherwise provided in this Agreement,  each Limited Partner shall
look  solely to the  assets of the  Partnership  for the  return of its  Capital
Contributions  and shall  have no right or power to demand or  receive  property
other  than cash from the  Partnership.  Except as  otherwise  provided  in this
Agreement,  no Limited  Partner shall have priority over any other Partner as to
the return of its Capital Contributions, distributions, or allocations.

Section 13.6   Notice of Dissolution
------------------------------------

     In the event a Liquidating  Event occurs or an event occurs that would, but
for the provisions of an election or objection by one or more Partners  pursuant
to Section 13.1, result in a dissolution of the Partnership, the General Partner
shall,  within thirty (30) days  thereafter,  provide  written notice thereof to
each of the Partners.

Section 13.7    Termination of Partnership and Cancellation of Certificate of
                Limited Partnership
-----------------------------------------------------------------------------

     Upon the completion of the  liquidation  of the  Partnership's  assets,  as
provided  in  Section  13.2  hereof,  the  Partnership  shall be  terminated,  a
certificate  of  cancellation  shall be  filed,  and all  qualifications  of the
Partnership as a foreign  limited  partnership in  jurisdictions  other than the
State of Delaware  shall be canceled and such other  actions as may be necessary
to terminate the Partnership shall be taken.

Section 13.8     Reasonable Time for Winding-Up
-----------------------------------------------

     A  reasonable  time  shall be allowed  for the  orderly  winding-up  of the
business  and  affairs  of the  Partnership  and the  liquidation  of its assets
pursuant  to Section  13.2  hereof,  in order to minimize  any losses  otherwise
attendant  upon such  winding-up,  and the  provisions of this  Agreement  shall
remain in effect between the Partners during the period of liquidation.

Section 13.9     Waiver of Partition
------------------------------------

     Each  Partner  hereby  waives  any right to  partition  of the  Partnership
property.



                                   ARTICLE 14
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

Section 14.1     Amendments
---------------------------

     A.  Amendments to this Agreement may be proposed by the General  Partner or
by any Limited Partners (other than the Company) holding twenty percent (20%) or
more of the Partnership Interests.  Following such proposal, the General Partner
shall submit any proposed amendment to the Limited Partners. The General Partner
shall seek the written vote of the  Partners on the proposed  amendment or shall
call a meeting to vote  thereon and to transact any other  business  that it may
deem appropriate.  For purposes of obtaining a written vote, the General Partner
may require a response  within a reasonable  specified  time,  but not less than
fifteen (15) days, and failure to respond in such time period shall constitute a
vote which is consistent with the General Partner's  recommendation with respect
to the proposal.  Except as provided in Section 7.3.A,  7.3.B,  13.1.C,  14.1.B,
14.1.C or 14.1.D,  a proposed  amendment shall be adopted and be effective as an
amendment  hereto if it is approved by the General  Partner and it receives  the
Consent  of  Partners  holding a majority  of the  Percentage  Interests  of the
Limited Partners (including Limited Partner Interests held by the Company).

     B.  Notwithstanding  Section  14.1.A,  the General  Partner  shall have the
power,  without the consent of the Limited Partners,  to amend this Agreement as
may be required to facilitate or implement any of the following purposes:

     (1) to add to the obligations of the General Partner or surrender any right
or power granted to the General  Partner or any Affiliate of the General Partner
for the benefit of the Limited Partners;

     (2) to reflect the admission,  substitution,  termination, or withdrawal of
Partners in accordance with this Agreement;

     (3) to set forth the designations,  rights, powers, duties, and preferences
of the  holders of any  additional  Partnership  Interests  issued  pursuant  to
Section 4.2.A hereof;

     (4) to reflect a change that is of an  inconsequential  nature and does not
adversely  affect the Limited Partners in any material  respect,  or to cure any
ambiguity,   correct  or  supplement   any  provision  in  this   Agreement  not
inconsistent  with law or with  other  provisions,  or make other  changes  with
respect to matters  arising under this Agreement  that will not be  inconsistent
with law or with the provisions of this Agreement; and

     (5) to satisfy any requirements, conditions, or guidelines contained in any
order, directive,  opinion, ruling or regulation of a federal or state agency or
contained in federal or state law.

The General Partner shall provide notice to the Limited Partners when any action
under this Section 14.1.B is taken.

     C.  Notwithstanding  Section 14.1.A and 14.1.B hereof, this Agreement shall
not be amended  without the Consent of each Partner  adversely  affected if such
amendment would (i) convert a Limited Partner's interest in the Partnership into
a General  Partner  Interest;  (ii)  modify the limited  liability  of a Limited
Partner in a manner adverse to such Limited  Partner;  (iii) alter rights of the
Partner to receive  distributions  pursuant  to Article 5 or Article  13, or the
allocations  specified in Article 6 (except as permitted pursuant to Section 4.2
and Section  14.1.B(3)  hereof);  (iv) alter or modify the Redemption  Right and
REIT  Shares  Amount as set forth in Sections  8.6 and  11.2.B,  and the related
definitions,  in a manner adverse to such Partner;  (v) cause the termination of
the  Partnership  prior to the time set forth in Sections  2.5 or 13.1;  or (vi)
amend this Section 14.1.C.  Further,  no amendment may alter the restrictions on
the General  Partner's  authority set forth in Section 7.3.B without the Consent
specified in that section.

     D.  Notwithstanding  Section 14.1.A or Section  14.1.B hereof,  the General
Partner  shall not amend  Sections  4.2.A,  7.5,  7.6,  11.2 or 14.2 without the
Consent of Limited  Partners  holding a majority of the Percentage  Interests of
the Limited  Partners,  excluding  Limited Partner Interests held by the General
Partner.

Section 14.2    Meetings of the Partners
----------------------------------------

     A. Meetings of the Partners may be called by the General  Partner and shall
be called  upon the  receipt  by the  General  Partner  of a written  request by
Limited  Partners (other than the Company)  holding twenty percent (20%) or more
of the Partnership Interests. The request shall state the nature of the business
to be transacted.  Notice of any such meeting shall be given to all Partners not
less than  seven (7) days nor more than  thirty  (30) days  prior to the date of
such meeting.  Partners may vote in person or by proxy at such meeting. Whenever
the vote or  Consent  of the  Partners  is  permitted  or  required  under  this
Agreement, such vote or Consent may be given at a meeting of the Partners or may
be given in accordance  with the procedure  prescribed in Section 14.1.A hereof.
Except as otherwise expressly provided in this Agreement, the Consent of holders
of a majority of the Percentage  Interests held by Limited  Partners  (including
Limited Partnership Interests held by the Company) shall control.

     B. Any  action  required  or  permitted  to be taken  at a  meeting  of the
Partners may be taken without a meeting if a written  consent  setting forth the
action so taken is signed  by a  majority  of the  Percentage  Interests  of the
Partners (or such other percentage as is expressly  required by this Agreement).
Such consent may be in one instrument or in several instruments,  and shall have
the same force and effect as a vote of a majority of the Percentage Interests of
the  Partners  (or  such  other  percentage  as is  expressly  required  by this
Agreement).  Such consent shall be filed with the General Partner.  An action so
taken shall be deemed to have been taken at a meeting held on the effective date
so certified.

     C. Each Limited  Partner may authorize any Person or Persons to act for him
by proxy on all matters in which a Limited  Partner is entitled to  participate,
including  waiving  notice  of any  meeting,  or voting  or  participating  at a
meeting.   Every   proxy  must  be  signed  by  the   Limited   Partner  or  his
attorney-in-fact.  No proxy shall be valid after the  expiration  of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be  revocable at the pleasure of the Limited  Partner  executing  it, such
revocation to be effective upon the  Partnership's  receipt of written notice of
such revocation from the Limited Partner executing such proxy.

     D. Each meeting of the Partners  shall be conducted by the General  Partner
or such other Person as the General  Partner may appoint  pursuant to such rules
for the conduct of the meeting as the General Partner or such other Person deems
appropriate.  Without  limitation,  meetings of Partners may be conducted in the
same manner as meetings  of the  shareholders  of the Company and may be held at
the same time, and as part of, meetings of the shareholders of the Company.


                                   ARTICLE 15
                               GENERAL PROVISIONS

Section 15.1    Addresses and Notice
------------------------------------

     Any notice,  demand, request or report required or permitted to be given or
made to a Partner or Assignee under this Agreement shall be in writing and shall
be deemed  given or made when  delivered  in person or when sent by first  class
United States mail or by other means of written  communication to the Partner or
Assignee at the  address  set forth in Exhibit A or such other  address of which
the Partner shall notify the General Partner in writing.

Section 15.2    Titles and Captions
-----------------------------------

     All  article  or  section  titles or  captions  in this  Agreement  are for
convenience  only. They shall not be deemed part of this Agreement and in no way
define,  limit, extend or describe the scope or intent of any provisions hereof.
Except  as  specifically  provided  otherwise,   references  to  "Articles"  and
"Sections" are to Articles and Sections of this Agreement.

Section 15.3   Pronouns and Plurals
-----------------------------------

     Whenever the context may require,  any pronoun used in this Agreement shall
include the corresponding masculine,  feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 15.4    Further Action
------------------------------

     The  parties  shall  execute  and  deliver  all   documents,   provide  all
information  and take or  refrain  from  taking  action as may be  necessary  or
appropriate to achieve the purposes of this Agreement.

Section 15.5    Binding Effect
------------------------------

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties hereto and their heirs,  executors,  administrators,  successors,  legal
representatives and permitted assigns.

Section 15.6    Creditors
-------------------------

     Other than as expressly  set forth herein with respect to the  Indemnities,
none of the provisions of this  Agreement  shall be for the benefit of, or shall
be enforceable by, any creditor of the Partnership.

Section 15.7    Waiver
----------------------

     No failure by any party to insist upon the strict performance of any
covenant,  duty,  agreement or  condition  of this  Agreement or to exercise any
right or remedy  consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.

Section 15.8   Counterparts
---------------------------

     This Agreement may be executed in counterparts, all of which together shall
constitute one agreement  binding on all of the parties hereto,  notwithstanding
that  all  such  parties  are  not  signatories  to the  original  or  the  same
counterpart.  Each party shall become bound by this Agreement  immediately  upon
affixing its signature hereto.

Section 15.9   Applicable Law
-----------------------------

     This  Agreement  shall be  construed  and enforced in  accordance  with and
governed by the laws of the State of Delaware,  without regard to the principles
of conflicts of law.

Section 15.10   Invalidity of Provisions
----------------------------------------

     If any  provision  of this  Agreement  is or  becomes  invalid,  illegal or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

Section 15.11   Entire Agreement
--------------------------------

     This Agreement  contains the entire  understanding  and agreement among the
Partners  with respect to the subject  matter hereof and any other prior written
or oral understandings or agreements among them with respect thereto.


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

                                GENERAL PARTNER:

                                VININGS INVESTMENT PROPERTIES TRUST


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




                         LIMITED PARTNER SIGNATURE PAGE

         The  undersigned,  desiring to become one of the within  named  Limited
Partners of Vinings Investment  Properties,  L.P., hereby becomes a party to the
Amended and Restated  Agreement  of Limited  Partnership  of Vinings  Investment
Properties,  L.P.  by and among  Vinings  Investment  Properties  Trust and such
Limited  Partners,  dated as of June 11, 1996. The undersigned  agrees that this
signature  page may be attached to any  counterpart of said Agreement of Limited
Partnership.

                  Signature line for Limited Partner:

                             VININGS HOLDINGS, INC.



                               By:  /s/ Stephanie A. Reed
                               --------------------------
                                      Stephanie A. Reed
                                      Title:   Vice President


Address of Limited Partner:           3111 Paces Mill Road, Suite A-200
                                      Atlanta, GA 30339
<PAGE>

                         LIMITED PARTNER SIGNATURE PAGE

     The  undersigned,  desiring  to  become  one of the  within  named  Limited
Partners of Vinings Investment  Properties,  L.P., hereby becomes a party to the
Amended and Restated  Agreement  of Limited  Partnership  of Vinings  Investment
Properties,  L.P.  by and among  Vinings  Investment  Properties  Trust and such
Limited  Partners,  dated as of June 11, 1996. The undersigned  agrees that this
signature  page may be attached to any  counterpart of said Agreement of Limited
Partnership.

                  Signature line for Limited Partner:

                          VININGS INVESTMENT PROPERTIES TRUST



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


Address of Limited Partner:         3111 Paces Mill Road, Suite A-200
                                    Atlanta, GA 30339

<TABLE>
<CAPTION>

                                                        A-1
                                                     Exhibit A

                                 Partners' Contributions and Partnership Interests


---------------------------------- ------------------ ----------------- ----------------- ---------------- ---------------
                                                         Agreed
                                                          Value
                                                           of
                                         Cash          Contributed           Total          Partnership      Percentage
         Name of Partner             Contribution        Property         Contribution         Units          Interest
---------------------------------- ------------------ ----------------- ----------------- ---------------- ---------------
<S>                                 <C>                 <C>             <C>                                    <C>
General Partner:
    Vinings Investment
    Properties Trust               $   16,342                           $   16,342                             1%

Limited Partners:
    Vinings Investment
    Properties Trust               $1,601,516                           $1,601,516                             98%

    Vinings Holdings, Inc.         $   16,342                           $   16,342                             1%

</TABLE>

<PAGE>
                                       B-1
                                    Exhibit B

                           Capital Account Maintenance



1.       Capital Accounts of the Partners
-----------------------------------------

     A. The  Partnership  shall  maintain  for each  Partner a separate  Capital
Account in accordance with the rules of Regulations  Section  1.704-1(b)(2)(iv).
Such  Capital  Account  shall be  increased  by (i) the  amount  of all  Capital
Contributions  and any other  deemed  contributions  made by such Partner to the
Partnership pursuant to this Agreement; and (ii) all items of Partnership income
and gain (including income and gain exempt from tax) computed in accordance with
Section 1.B hereof and  allocated to such Partner  pursuant to Section  6.1.A of
the Agreement  and Exhibit C hereof,  and decreased by (x) the amount of cash or
Agreed Value of all actual and deemed  distributions of cash or property made to
such  Partner  pursuant  to this  Agreement;  and (y) all  items of  Partnership
deduction and loss computed in accordance  with Section 1.B hereof and allocated
to such Partner pursuant to Section 6.1.B of the Agreement and Exhibit C hereof.

     B. For  purposes  of  computing  the  amount of any item of  income,  gain,
deduction or loss to be  reflected in the  Partners'  Capital  Accounts,  unless
otherwise  specified  in this  Agreement,  the  determination,  recognition  and
classification  of any  such  item  shall  be  the  same  as its  determination,
recognition  and  classification  for federal income tax purposes  determined in
accordance  with  Section  703(a)  of the Code (for  this  purpose  all items of
income,  gain, loss or deduction  required to be stated  separately  pursuant to
Section 703(a)(1) of the Code shall be included in taxable income or loss), with
the following adjustments:

          (1)   Except   as   otherwise   provided   in   Regulations    Section
     1.704-1(b)(2)(iv)(m),  the  computation of all items of income,  gain, loss
     and deduction  shall be made without  regard to any election  under Section
     754 of the Code  which may be made by the  Partnership,  provided  that the
     amounts  of any  adjustments  to the  adjusted  bases of the  assets of the
     Partnership  made  pursuant  to Section  734 of the Code as a result of the
     distribution  of  property by the  Partnership  to a Partner (to the extent
     that such  adjustments  have not previously been reflected in the Partners'
     Capital  Accounts)  shall  be  reflected  in the  Capital  Accounts  of the
     Partners  in the  manner  and  subject  to the  limitations  prescribed  in
     Regulations Section 1.704(b)(2)(iv)(m)(4).

          (2) The computation of all items of income,  gain, and deduction shall
     be made  without  regard  to the fact  that  items  described  in  Sections
     705(a)(1)(B) or 705(a)(2)(B) of the Code are not includable gross income or
     are neither  currently  deductible nor  capitalized  for federal income tax
     purposes.

          (3) Any income,  gain or loss attributable to the taxable  disposition
     of any Partnership property shall be determined as if the adjusted basis of
     such  property as of such date of  disposition  were equal in amount to the
     Partnership's Carrying Value with respect to such property as of such date.

          (4) In lieu of the depreciation, amortization, and other cost recovery
     deductions  taken into  account in computing  such taxable  income or loss,
     there shall be taken into account Depreciation for such fiscal year.

          (5) In the  event  the  Carrying  Value  of any  Partnership  Asset is
     adjusted pursuant to Section 1.D hereof,  the amount of any such adjustment
     shall be taken into  account as gain or loss from the  disposition  of such
     asset.

     C. Generally,  a transferee  (including an Assignee) of a Partnership  Unit
shall  succeed to a pro rata portion of the Capital  Account of the  transferor;
provided, however, that, if the transfer causes a termination of the Partnership
under Section  708(b)(1)(B) of the Code, the  Partnership's  properties shall be
deemed  solely for federal  income tax  purposes,  to have been  distributed  in
liquidation of the  Partnership to the holders of Partnership  Units  (including
such  transferee) and  recontributed  by such Persons in  reconstitution  of the
Partnership.  In such event,  the Carrying Values of the Partnership  properties
shall be  adjusted  immediately  prior to such deemed  distribution  pursuant to
Section 1.D(2) hereof.  The Capital Accounts of such  reconstituted  Partnership
shall be maintained in accordance with the principles of this Exhibit B.

     D.   (1)   Consistent   with  the   provisions   of   Regulations   Section
1.704-1(b)(2)(iv)(f),  and as provided in Section 1.D(2),  the Carrying Value of
all  Partnership  assets  shall be  adjusted  upward or  downward to reflect any
Unrealized Gain or Unrealized Loss attributable to such Partnership property, as
of the times of the  adjustments  provided in Section 1.D(2) hereof,  as if such
Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each
such property and allocated pursuant to Section 6.1 of the Agreement.

          (2) Such  adjustments  shall be made as of the  following  times:  (a)
     immediately  prior to the  acquisition  of an  additional  interest  in the
     Partnership  by any new or existing  Partner in exchange for more than a de
     minimis Capital Contribution;  (b) immediately prior to the distribution by
     the  Partnership  to a Partner of more than a de minimis amount of property
     as consideration  for an interest in the  Partnership;  and (c) immediately
     prior  to  the  liquidation  of  the  Partnership  within  the  meaning  of
     Regulations   Section   1.704-1(b)(2)(ii)(g),   provided,   however,   that
     adjustments pursuant to clauses (a) and (b) above shall be made only if the
     General  Partner   determines  that  such   adjustments  are  necessary  or
     appropriate to reflect the relative  economic  interests of the Partners in
     the Partnership.

          (3) In accordance with Regulations Section  1.704-1(b)(2)(iv)(e),  the
     Carrying Value of Partnership  assets distributed in kind shall be adjusted
     upward or  downward  to reflect  any  Unrealized  Gain or  Unrealized  Loss
     attributable to such Partnership property, as of the time any such asset is
     distributed.

          (4) In determining  Unrealized Gain or Unrealized Loss for purposes of
     this  Exhibit B, the  aggregate  cash amount and fair  market  value of all
     Partnership assets (including cash or cash equivalents) shall be determined
     by the General Partner using such reasonable  method of valuation as it may
     adopt, or in the case of a liquidating  distribution pursuant to Article 13
     of the Agreement, shall be determined and allocated by the Liquidator using
     such reasonable  methods of valuation as it may adopt. The General Partner,
     or the Liquidator,  as the case may be, shall allocate such aggregate value
     among the assets of the Partnership (in such manner as it determines in its
     sole  and  absolute  discretion  to  arrive  at a  fair  market  value  for
     individual properties).

     E. The  provisions of this  Agreement  (including  this Exhibit B and other
Exhibits to this Agreement)  relating to the maintenance of Capital Accounts are
intended to comply with Regulations Section 1.704-1(b), and shall be interpreted
and  applied  in a manner  consistent  with such  Regulations.  In the event the
General  Partner shall  determine that it is prudent to modify (i) the manner in
which the Capital Accounts, or any debits or credits thereto (including, without
limitation,  debits or credits  relating  to  liabilities  which are  secured by
contributed or distributed property or which are assumed by the Partnership, the
General Partner,  or the Limited  Partners) are computed;  or (ii) the manner in
which items are allocated  among the Partners for federal income tax purposes in
order to comply with such  Regulations  or to comply with Section  704(c) of the
Code, the General Partner may make such  modification  without regard to Article
14 of the Agreement, provided that it is not likely to have a material effect on
the amounts  distributable to any Person pursuant to Article 13 of the Agreement
upon the dissolution of the Partnership. The General Partner also shall (i) make
any adjustments  that are necessary or appropriate to maintain  equality between
the  Capital  Accounts of the  Partners  and the amount of  Partnership  capital
reflected on the Partnership's  balance sheet, as computed for book purposes, in
accordance  with  Regulations  Section  1.704-1(b)(2)(iv)(q);  and (ii) make any
appropriate  modifications  in the event  unanticipated  events might  otherwise
cause this  Agreement  not to comply with  Regulations  Section  1.704-1(b).  In
addition,  the General  Partner may adopt and employ such methods and procedures
for (i) the maintenance of book and tax capital accounts; (ii) the determination
and allocation of adjustments  under Sections  704(c),  734 and 743 of the Code;
(iii) the determination of Net Income,  Net Loss, taxable loss and items thereof
under this  Agreement and pursuant to the Code;  (iv) the adoption of reasonable
conventions and methods for the valuation of assets and the determination of tax
basis; (v) the allocation of asset value and tax basis; and (vi) conventions for
the determination of cost recovery, depreciation and amortization deductions, as
it determines in its sole discretion are necessary or appropriate to execute the
provisions of this Agreement, to comply with federal and state tax laws, and are
in the best interest of the Partners.

2.       No Interest
--------------------

     No interest shall be paid by the Partnership on Capital Contributions or on
balances in Partners' Capital Accounts.

3.       No Withdrawal
----------------------

     No  Partner  shall  be  entitled  to  withdraw  any  part  of  his  Capital
Contribution  or his  Capital  Account or to receive any  distribution  from the
Partnership, except as provided in Articles 4, 5, 7 and 13 of the Agreement.


                                    Exhibit C
                            Special Allocation Rules


1.       Special Allocation Rules
---------------------------------

     Notwithstanding any other provision of the Agreement or this Exhibit C, the
following special allocations shall be made in the following order:

     A. Minimum Gain Chargeback.  Notwithstanding  the provisions of Section 6.1
of the  Agreement or any other  provisions  of this Exhibit C, if there is a net
decrease in Partnership  Minimum Gain during any Partnership  taxable year, each
Partner shall be specially  allocated  items of Partnership  income and gain for
such year  (and,  if  necessary,  subsequent  years) in an amount  equal to such
Partner's  share of the net decrease in Partnership  Minimum Gain, as determined
under  Regulations  Section  1.704-2(g).  Allocations  pursuant to the  previous
sentence  shall be made in proportion to the respective  amounts  required to be
allocated to each Partner pursuant  thereto.  The items to be so allocated shall
be determined in accordance with Regulations Section 1.704-2(f)(6). This Section
1.A is  intended  to comply with the minimum  gain  chargeback  requirements  in
Regulations Section 1.704-2(f) and shall be interpreted  consistently therewith.
Solely for purposes of this Section 1.A, each Partner's Adjusted Capital Account
Deficit shall be determined prior to any other  allocations  pursuant to Section
6.1 of Partner Minimum Gain during such Partnership taxable year.

     B. Partner Minimum Gain Chargeback.  Notwithstanding any other provision of
Section 6.1 of this Agreement or any other  provisions of this Exhibit C (except
Section  1.A  hereof),  if there  is a net  decrease  in  Partner  Minimum  Gain
attributable to a Partner  Nonrecourse Debt during any Partnership taxable year,
each Partner who has a share of the Partner  Minimum Gain  attributable  to such
Partner  Nonrecourse  Debt,  determined in accordance with  Regulations  Section
1.702-2(i)(5), shall be specially allocated items of Partnership income and gain
for such year (and, if necessary,  subsequent  years) in an amount equal to such
Partner's share of the net decrease in Partner Minimum Gain attributable to such
Partner  Nonrecourse  Debt,  determined in accordance with  Regulations  Section
1.704-2(i)(5).  Allocations  pursuant to the previous  sentence shall be made in
proportion to the  respective  amounts  required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Regulations Section  1.704-2(i)(4).  This Section 1.B is intended to comply
with the minimum gain chargeback  requirement in such Section of the Regulations
and shall be  interpreted  consistently  therewith.  Solely for  purposes of the
Section 1.B, each Partner's Adjusted Capital Account Deficit shall be determined
prior to any other allocations  pursuant to Section 6.1 of the Agreement or this
Exhibit with respect to such  Partnership  taxable year,  other than allocations
pursuant to Section 1.A hereof.

     C. Qualified Income Offset. In the event any Partner unexpectedly  receives
any adjustments,  allocations or distributions described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5),  or  1.704-1(b)(2)(ii)(d)(6),
and after giving effect to the  allocations  required under Sections 1.A and 1.B
hereof  such  Partner  has  an  Adjusted  Capital  Account  Deficit,   items  of
Partnership  income and gain  (consisting  of a pro rata portion of each item of
Partnership income,  including gross income and gain for the Partnership taxable
year)  shall be  specially  allocated  to such  Partner  in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, its Adjusted
Capital   Account   Deficit   created  by  such   adjustments,   allocations  or
distributions as quickly as possible.

     D.  Nonrecourse  Deductions.  Nonrecourse  Deductions  for any  Partnership
taxable  year  shall be  allocated  to the  Partners  in  accordance  with their
respective Percentage  Interests.  If the General Partner determines in its good
faith discretion that the Partnership's Nonrecourse Deductions must be allocated
in a different ratio to satisfy the safe harbor  requirements of the Regulations
promulgated under Section 704(b) of the Code, the General Partner is authorized,
upon  notice to the  Limited  Partners,  to revise the  prescribed  ratio to the
numerically  closest ratio for such Partnership taxable year which would satisfy
such requirements.

     E. Partner Nonrecourse  Deductions.  Any Partner Nonrecourse Deductions for
any  Partnership  taxable year shall be  specially  allocated to the Partner who
bears the economic risk of loss with respect to the Partner  Nonrecourse Debt to
which such Partner  Nonrecourse  Deductions are  attributable in accordance with
Regulations Section 1.704-2(i).

     F.  Code  Section  754  Adjustments.  To the  extent an  adjustment  to the
adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b)
of the Code is required,  pursuant to Regulations Section  1.704-1(b)(2)(iv)(m),
to be taken into account in  determining  Capital  Accounts,  the amount of such
adjustment to the Capital  Accounts  shall be treated as an item of gain (if the
adjustment  increases  the  basis  of the  asset)  or loss  (if  the  adjustment
decreases such basis, and such item of gain or loss shall be specially allocated
to the Partners in a manner  consistent  with the manner in which their  Capital
Accounts  are  required  to  be  adjusted   pursuant  to  such  Section  of  the
Regulations.

     G. Curative  Allocations.  The allocations set forth in Section 1.A through
1.F of this Exhibit C (the "Regulatory Allocations") are intended to comply with
certain  requirements of the  Regulations  under Section 704(b) of the Code. The
Regulatory  Allocations  may not be  consistent  with the  manner  in which  the
Partners intend to divide Partnership  distributions.  Accordingly,  the General
Partner is hereby  authorized  to divide  other  allocations  of  income,  gain,
deduction  and  loss  among  the  Partners  so  as  to  prevent  the  Regulatory
Allocations from distorting the manner in which Partnership  distributions  will
be divided  among the Partners.  In general,  the Partners  anticipate  that, if
necessary,  this will be  accomplished  by specially  allocating  other items of
income,  gain,  loss and deduction  among the Partners so that the net amount of
the Regulatory  Allocations and such special allocations to each person is zero.
However,  the General  Partner will have discretion to accomplish this result in
any reasonable manner;  provided,  however,  that no allocation pursuant to this
Section 1.G shall cause the Partnership to fail to comply with the  requirements
of Regulations Sections 1.704-1(b)(2)(ii)(d), -2(e) or -2(i).

2.       Allocations for Tax Purposes
-------------------------------------

     A. Except as otherwise  provided in this Section 2, for federal  income tax
purposes, each item of income, gain, loss and deduction shall be allocated among
the Partners in the same manner as its correlative item of "book" income,  gain,
loss or  deduction  is allocated  pursuant to Section 6.1 of the  Agreement  and
Section 1 of this Exhibit C.

     B. In an  attempt  to  eliminate  Book-Tax  Disparities  attributable  to a
Contributed  Property or Adjusted  Property,  items of income,  gain,  loss, and
deduction  shall be allocated for federal income tax purposes among the Partners
as follows:

          (1) (a) In the case of a Contributed Property, such items attributable
     thereto  shall  be  allocated  among  the  Partners,  consistent  with  the
     principles of Section 704(c) of the Code and the Regulations thereunder, to
     take into account the  variation  between the 704(c) Value of such property
     and its adjusted basis at the time of contribution; and

          (b) any item of  Residual  Gain or  Residual  Loss  attributable  to a
     Contributed  Property  shall be  allocated  among the  Partners in the same
     manner as its correlative item of "book" gain or loss is allocated pursuant
     to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

          (2) (a) In the case of an Adjusted Property, such items shall

               (1) first, be allocated among the Partners in a manner consistent
          with the principles of Section 704(c) of the Code and the  Regulations
          thereunder to take into account the Unrealized Gain or Unrealized Loss
          attributable to such property and the allocations  thereof pursuant to
          Exhibit B; and

               (2)  second,   in  the  event  such  property  was  originally  a
          Contributed  Property,  be  allocated  among the  Partners in a manner
          consistent with Section 2.B(1) of this Exhibit C; and

          (b) any item of Residual  Gain or  Residual  Loss  attributable  to an
     Adjusted  Property shall be allocated among the Partners in the same manner
     its  correlative  item of  "book"  gain or loss is  allocated  pursuant  to
     Section 6.1 of the Agreement and Section 1 of this Exhibit C.

               (3) all other items of income,  gain, loss and deduction shall be
          allocated among the Partners the same manner as their correlative item
          of "book"  gain or loss is  allocated  pursuant  to Section 6.1 of the
          Agreement and Section 1 of the Exhibit C.

     C. To the extent  that the  Treasury  Regulations  promulgated  pursuant to
Section 704(c) of the Code permit the Partnership to utilize alternative methods
to eliminate  the  disparities  between the  Carrying  Value of property and its
adjusted basis, the General Partner shall have the authority to elect the method
to be  used by the  Partnership  and  such  election  shall  be  binding  on all
Partners.

3.       No Withdrawal
----------------------

     No  Partner  shall  be  entitled  to  withdraw  any  part  of  his  Capital
Contribution  or his  Capital  Account or to receive any  distribution  from the
Partnership, except as provided in Articles 4, 5, 8 and 13 of the Agreement.


                                    Exhibit D
                              Notice of Redemption


     The undersigned  Limited Partner hereby  irrevocably (i) redeems __________
Limited Partnership Units in Vinings Investment  Properties,  L.P. in accordance
with the terms of the  Agreement of Limited  Partnership  of Vinings  Investment
Properties,  L.P. and the Redemption Right referred to therein;  (ii) surrenders
such Limited  Partnership Units and all right,  title and interest therein;  and
(iii) directs that the Cash Amount or REIT Shares  Amount (as  determined by the
General Partner)  deliverable upon exercise of the Redemption Right be delivered
to the address  specified  below,  and if REIT Shares are to be delivered,  such
REIT  Shares  be  registered  or placed in the  name(s)  and at the  address(es)
specified below. The undersigned  hereby,  represents,  warrants,  and certifies
that the undersigned (a) has marketable and  unencumbered  title to such Limited
Partnership Units, free and clear of the rights or interests of any other person
or entity; (b) has the full right,  power, and authority to redeem and surrender
such  Limited  Partnership  Units as provided  herein;  and (c) has obtained the
consent or  approval  of all  person or  entities,  if any,  having the right to
consent or approve such redemption and surrender.

Dated:_________________________

Name of Limited Partner:____________________________________
                                            Please Print


                          ------------------------------------
                          (Signature of Limited Partner)

                          ------------------------------------
                          (Street Address)

                          ------------------------------------
                          (City)      (State)       (Zip Code)


                          Signature Guaranteed by:

                          ------------------------------------

If REIT Shares are to be issued, issue to:

Name:_________________________________

Please insert social security or identifying number:__________________