VININGS INVESTMENT PROPERTIES, L.P.
                             SECOND AMENDMENT TO THE
              AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP


         This Second Amendment to the Amended and Restated  Agreement of Limited
Partnership of Vinings  Investment  Properties,  L.P. is made as of December 19,
1997 by Vinings Investment  Properties Trust, a Massachusetts  trust, as general
partner  (the  "General  Partner")  of Vinings  Investment  Properties,  L.P., a
Delaware limited partnership (the "Partnership") and the persons whose names are
set forth on Schedule A attached  hereto for the purpose of amending the Amended
and Restated Agreement of Limited  Partnership of the Partnership dated June 30,
1997,  as amended (the  "Partnership  Agreement").  All  capitalized  terms used
herein and not otherwise defined shall have the respective  meanings ascribed to
them in the Partnership Agreement.

         WHEREAS,  the Persons  listed on Schedule A attached  hereto  (each,  a
"Contributor,"  and,  collectively,  the  "Contributors")  have made the Capital
Contributions  to the  Partnership  enumerated  on such Schedule A in connection
with that  Contribution  Agreement by and among Vinings  Investment  Properties,
L.P., the  Contributors  and certain other Persons listed on the signature pages
thereto, dated as of April 1, 1997, as amended; and

         WHEREAS,  the General Partner desires to admit each  Contributor to the
Partnership as an Additional Limited Partner.

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

Section 1.      Admission of Limited Partners.
----------------------------------------------

         (a) Each of the  Contributors  has made the  Capital  Contribution  set
forth next to such  Contributor's  name on Schedule A. In consideration of these
Capital  Contributions  and  pursuant  to  Section  12.2.A  of  the  Partnership
Agreement,  each Contributor is hereby admitted as an Additional Limited Partner
of the Partnership.

         (b)  Pursuant  to  Section  12.2.B of the  Partnership  Agreement,  the
General  Partner  hereby  consents to the  admission of each  Contributor  as an
Additional Limited Partner of the Partnership.  Pursuant to Section 4.2.A of the
Partnership Agreement, the General Partner hereby issues to each Contributor the
number of Units set forth next to such Contributor's name on Schedule A.

         (c) The admission of each Contributor as an Additional  Limited Partner
of the  Partnership  shall become  effective  as of the date of this  Agreement,
which shall also be the date upon which the name of each Contributor is recorded
on the books and records of the Partnership.

         THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13)
OF CODE SECTION  10-5-9 OF THE GEORGIA  SECURITIES  ACT OF 1973,  AND EXEMPTIONS
FROM THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD OR TRANSFERRED  EXCEPT IN A
TRANSACTION  WHICH  IS  EXEMPT  UNDER  SUCH  ACTS OR  PURSUANT  TO AN  EFFECTIVE
REGISTRATION UNDER SUCH ACTS. Section 2. Amendment to Partnership Agreement.

         Pursuant to Section 14.1.B of the  Partnership  Agreement,  the General
Partner, as general partner of the Partnership and as  attorney-in-fact  for its
Limited  Partners,  hereby  amends  the  Partnership  Agreement  by  adding  the
Contributors  on the attached  Exhibit A as Additional  Limited  Partners to the
existing Exhibit A attached thereto.
<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first written above.

                              GENERAL PARTNER:

                              VININGS INVESTMENT PROPERTIES TRUST


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


                              LIMITED PARTNERS:

                              VININGS INVESTMENT PROPERTIES TRUST


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

                              VININGS HOLDINGS, INC.


                              By:    Stephanie A. Reed
                              ------------------------
                              Name:    Stephanie A. Reed
                              Title:   Vice President

                              HALLMARK GROUP REAL ESTATE SERVICES CORP.,
                              a Georgia corporation

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



                              THE VININGS GROUP, INC.,
                              A Georgia corporation

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

                              CONTRIBUTORS:

                              WINDRUSH PARTNERS, LTD.

                              By:      Hallmark Group Real Estate Services
                                       Corp., its General Partner

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


<PAGE>


       SECOND AMENDMENT TO THE AMENDED AND RESTATED PARTNERSHIP AGREEMENT
                                   SCHEDULE A


Name and Address                    Value of                  Number of Units
of Contributor               Capital Contribution          Issued to Contributor
--------------------------------------------------------------------------------

WINDRUSH PARTNERS, LTD.            $1,121,650                     224,330
C/O HALLMARK GROUP REAL
ESTATE SERVICES CORP.
3111 Paces Mill Road
Suite A-200
Atlanta, GA 30339