PROMISSORY NOTE
                                 ---------------

U.S. $2,000,000.00                                                April 27, 1999


         FOR VALUE RECEIVED,  the undersigned,  VININGS  INVESTMENT  PROPERTIES,
L.P.,  a Delaware  limited  partnership  (hereinafter  referred to as  "Maker"),
promises  to pay to the order of BANK  ATLANTA,  a national  bank  (hereinafter,
together  with its  successors  and assigns,  referred to as  "Holder"),  at its
office at 1221 Clairmont Road, Decatur, Georgia 30030, or at such other place as
Holder hereof may from time to time designate in writing, in lawful money of the
United States of America,  the  principal sum of TWO MILLION AND NO/100  DOLLARS
($2,000,000.00),  together with simple  interest on the  principal  balance from
time to time outstanding as follows:  A rate of interest equal to the sum of one
percent  (1.00%)  per annum plus the Prime Rate,  which Prime Rate is  currently
seven and  three-fourths  percent (7.75%) per annum as of the date of this Note.
For the  purposes of this Note,  the term "Prime  Rate" shall mean the  interest
rate posted in The Wall Street Journal on each and every business day. The Prime
Rate is one of several  interest  rate bases  used by  Holder.  Holder  lends at
interest  rates above and below the Prime Rate.  In the event that Holder  shall
abolish or abandon the  practice of  establishing  its Prime Rate,  Holder shall
designate a comparable reference rate which shall be deemed to be the Prime Rate
hereunder.  Interest shall be computed hereunder with respect to each day during
the term of this Note by multiplying the outstanding principal balance hereunder
at the close of business on that day (or on the most recent day on which  Holder
was open for business) by a daily interest  factor,  which daily interest factor
shall be calculated by dividing the aforesaid  interest rate per annum in effect
on that day by 360.  Interest so computed shall accrue for each and every day on
which any indebtedness remains outstanding hereunder, including the day on which
the funds are initially  advanced  regardless of the time of day such advance is
made,  and  including  the day on which  funds are repaid  unless  repayment  is
credited  prior to close of business.  The initial  interest  rate  hereunder is
eight and three-fourths percent (8.75%) per annum.

         The  indebtedness  described  herein  shall be repaid  in  eleven  (11)
monthly installments of interest only on the outstanding principal of this Note.
The first  installment  shall be due beginning on May 27, 1999 and  installments
shall continue on each and every  successive 27th day of each month  thereafter.
On April 27, 2000, this Note shall mature and a final  installment  shall be due
and payable in an amount equal to the  principal  balance of this Note  together
with accrued but unpaid  interest to date of receipt of said final  installment.
All  payments  made herein  shall be first be applied to accrued and unpaid late
charges and other fees and expenses due hereunder.

         This Note  evidences a line of credit  loan,  and,  provided no default
exists under the terms of this Note,  the Security  Deed, or any Loan  Document,
Maker shall be entitled to borrow and reborrow  amounts  hereunder not to exceed
the face principal amount of this Note.

         This  Note may be  prepaid  in  whole  or in part at any  time  without
penalty or premium on the amount prepaid.

         This Note is secured by that  certain  Deed to Secure Debt and Security
Agreement (the  "Security  Deed") between Maker and Holder of even date herewith
encumbering  certain  real  property  lying and being in Land Lot 277 of the 6th
District of Gwinnett County, Georgia, together with easements and appurtenances,
any  improvements  thereon and related  fixtures and personal  property  (herein
collectively  the  "Property").  This  Note is  also  secured  by  that  certain
Assignment of Rents and Leases of even date herewith,  assigning  certain rents,
revenues,  leases and profits of the Property,  and certain  related  contracts,
permits, licenses and other items related thereto. The obligations of Maker with
respect to the property are further  secured and  evidenced by a Compliance  and
Indemnity  Agreement  Regarding  Hazardous Materials and Handicapped Access Laws
executed by Maker in favor of Holder on even date  herewith,  and certain  UCC-1
and UCC-2  Financing  Statements  with regard to the  Property.  This Note,  the
Security Deed, and all of the aforesaid  instruments  listed above and any other
instrument given to evidence,  secure or in any manner otherwise related to this
Note are hereinafter referred to collectively as the "Loan Documents."

         If (i) any  payment  of  principal  or  interest  on  this  Note is not
received  by  Holder  after  the same is due;  or (ii) a  default  occurs in the
performance  of any other  covenant  or  agreement  of Maker in this  Note,  the
Security  Deed  or in any  other  Loan  Document  and is not  cured  within  any
applicable grace period; or (iii) any of the following events occur with respect
to Maker,  or any  guarantor of this Note  ("Guarantor")  to wit:  insolvency or
inability to pay debts,  commission of an act of bankruptcy,  assignment for the
benefit of creditors, calling a meeting of creditors, appointment of a committee
of  creditors  or  liquidating  agent,  offer of a  composition  or extension to
creditors,  assignment,  pledge or mortgage  (other than to, or with the written
consent of, Holder) of any account  receivable or other property relating to the
property described in the Security Deed executed in connection herewith; or (iv)
Maker or any Guarantor  commences any  proceeding,  suit or action (at law or in
equity,  or under any of the provisions of the Bankruptcy Code, as amended),  or
any similar suit for reorganization,  composition,  extension, arrangement, wage
earner  plan,  receivership,   liquidation  or  dissolution;  or  (v)  voluntary
appointment  of or application  for a receiver,  conservator,  rehabilitator  or
similar  officer or committee for Maker,  for any property or for any Guarantor,
or an involuntary  appointment or application  that is not removed within thirty
(30) days of filing;  or (vi) Maker is dissolved or any  Guarantor is dissolved,
terminated  or dies;  or (vii)  entry of  judgment  or  issuance of a warrant of
attachment or injunction  before or after the date of this Note against Maker or
against the property  encumbered by the Security Deed is made or commencement of
any bankruptcy or  receivership  against Maker or proceedings  supplementary  or
execution  relating  to any  judgment  against  Maker is made,  which  judgment,
warrant of attachment, injunction or proceeding is not stayed, vacated, enjoined
or satisfied  within thirty (30) days from the entry,  issuance or  commencement
thereof;  then,  upon the occurrence of any one (1) or more of such events,  all
obligations  of  Maker  to  Holder,  including  this  Note,  although  otherwise
unmatured or contingent,  shall, at the option of Holder,  forthwith mature, and
the entire  principal  balance and all accrued  interest  and other  charges due
Holder shall  become  immediately  due and payable  without any notice or demand
whatsoever.  From and after maturity,  whether by acceleration or otherwise, the
principal  balance  hereunder  shall, at Holder's  option,  bear interest at the
default rate stated below.

         In the event that Holder  institutes legal  proceedings to enforce this
Note or refers the same to an  attorney-at-law  for  enforcement  or  collection
after  default or maturity,  Maker  agrees to pay to Holder,  in addition to any
indebtedness  due and  unpaid,  all  costs  and  expenses  of such  proceedings,
including  attorneys'  fees  in the  amount  of  fifteen  percent  (15%)  of the
principal and interest due under this Note.

         Holder  shall not by any act of  omission  or  commission  be deemed to
waive any of its rights or remedies  hereunder  unless such waiver be in writing
and  signed  by an  authorized  officer  of Holder  and then only to the  extent
specifically set forth therein;  a waiver on one occasion shall not be construed
as  continuing  or as a bar to or  waiver  of such  right or remedy on any other
occasion.  All  remedies  conferred  upon  Holder  by  this  Note  or any  other
instrument or agreement connected herewith or related hereto shall be cumulative
and none is  exclusive,  and such  remedies  may be  exercised  concurrently  or
consecutively at Holder's option.

         Every  person or entity at any time  liable for the payment of the debt
evidenced hereby, waives presentment for payment,  demand, notice of non-payment
of this Note, protest and notice of protest,  except such notice as is expressly
provided herein,  and consents that Holder may extend the time of payment of any
part or the whole of the debt at any time at the request of any other  person or
entity liable.

         This Note is hereby  expressly  limited  so that in no  contingency  or
event  whatsoever,  whether by  acceleration  of maturity of the debt  evidenced
hereby or  otherwise,  shall the amount  paid or agreed to be paid to Holder for
the use,  forbearance  or  retention  of the money  advanced  or to be  advanced
hereunder  exceed the highest lawful rate  permissible  under applicable laws in
accordance with the written agreement of the parties. If, from any circumstances
whatsoever,  fulfillment  of any  provision  hereof  or of any  other  agreement
evidencing  or securing the debt,  at the time  performance  of such  provisions
shall be due, shall involve the payment of interest in excess of that authorized
by law,  the  obligation  to be  fulfilled  shall  be  reduced  to the  limit so
authorized  by law, and if from any  circumstances  Holder shall ever receive as
interest an amount  which would  exceed the highest  lawful rate  applicable  to
Maker,  such amount shall be applied to the  reduction  of the unpaid  principal
balance  of the  debt  evidenced  hereby  and not to the  payment  of  interest,
regardless of any books or records of Maker which may indicate the contrary.  In
the event the principal  balance has been repaid in full,  any such excess shall
upon demand be forthwith returned to Maker.

         This Note is given and accepted as evidence of  indebtedness  only, and
not in payment or satisfaction of any indebtedness or obligation.

         If the principal  balance of this Note is accelerated,  any installment
due  hereunder  is not paid as and when  the  same is due,  or if the  principal
balance of this Note is not paid at maturity,  then Holder shall have the option
by mailing  written  notice to Maker,  to increase the  interest  rate to a rate
which is the lesser of (i) eighteen percent (18%) per annum, or (ii) the highest
rate permitted by law.

         If any monthly  payment is not received  within ten (10) days after its
due date,  Maker  shall,  at Holder's  option,  pay a late charge  equal to five
percent (5%) of the late  payment,  such  payment to be due with the  succeeding
monthly payment.

         Time is of the essence with respect to all of Maker's  obligations  and
agreements under this Note.

         This Note and all provisions, conditions, promises and covenants hereof
shall be binding in accordance with the terms hereof upon Maker,  its successors
and assigns,  provided  nothing herein shall be deemed consent to any assignment
or conveyance which is restricted or prohibited by the terms of this Note.

         All notices  hereunder shall be sent by certified mail,  return receipt
requested,  or overnight delivery or professional  messenger service where proof
of receipt or refusal is required (failure to pick up such notice being deemed a
refusal), and shall be deemed received upon the receipt or refusal thereof.

         Notices to Maker shall be sent to:

                    Vinings Investment Properties, L.P.
                    3111 Paces Mill Road, Suite A-200
                    Atlanta, Georgia  30339

         All notices to Holder shall be sent to:

                     Bank Atlanta
                     1221 Clairmont Road
                     Decatur, Georgia  30030
                     Attn:  Vice President, Commercial Lending

                     With a copy to:

                     Clifford A. Barshay, Esq.
                     Schreeder, Wheeler & Flint, LLP
                     1600 Candler Building
                     127 Peachtree Street, N.E.
                     Atlanta, GA  30303-1845

         This Note shall be governed and  construed  under the laws of the State
of Georgia.

         IN WITNESS WHEREOF, Maker has signed, sealed and delivered this Note on
the date first hereinabove written.

                     MAKER:

                     VININGS INVESTMENT PROPERTIES, L.P.,
                     a Delaware limited partnership

                     By:    Vinings Investment Properties Trust,
                            a Massachusetts business trust, as general partner



                     By:    /s/ Peter D. Anzo                          (SEAL)
                     --------------------------------------------------------
                            Peter D. Anzo, Chief Executive Officer of
                            Vinings  Investment Properties Trust,
                            on behalf of all Trustees