MANAGEMENT AGREEMENT


         This     MANAGEMENT     AGREEMENT    made    in    Atlanta,     Georgia
between__________________________  ("Owner"), and VIP Management, LLC, ("Agent")
a Georgia Limited Liability Company, shall become effective as of May 1, 1999.

         NOW  THEREFORE in  consideration  of the promises and mutual  covenants
contained herein,  Owner appoints VIP Management,  LLC as the exclusive Property
management and leasing Agent for the Property as defined below.


                                    ARTICLE I
                                   Definition
                                   ----------

         1.01  AFFILIATE.  (a) Any person  directly or  indirectly  controlling,
controlled by or under common control with another person; (b) any person owning
or controlling  10% or more of the outstanding  voting  securities of such other
person;  and (c) any  officer,  manager,  director,  partner  or trustee of such
person. The term "person" means an individual, corporation, partnership, limited
liability  company,  association,  joint stock company,  trust or unincorporated
organization.

         1.02  BUDGET.  A written  estimate or  projection  of all  receipts and
expenditures for the operation of the Property during a Fiscal Year,  including,
without limitation,  all estimated rentals (including  ancillary income) and all
estimated repairs, maintenance and capital projects.

         1.03 FISCAL YEAR.  Each calendar year ending December 31, all or a part
of which falls within the term of this Agreement,  unless  otherwise  stipulated
herein.

         1.04  GROSS  RECEIPTS.  All Gross  Receipts  of every  kind and  nature
derived from the operation of the Property  during a specified  period,  without
limitation,  laundry  income,  application  fees, late fees, and recreation area
fees;  excluding  only:  (a)  security  deposits  (to the extent not  applied to
delinquent  rents or  damages);  (b)  proceeds  from a sale or  refinance of the
Property: (c) proceeds from insurance for the reimbursement of loss or damage to
the Property,  or any part thereof,  except that insurance  payments for loss of
rents will be considered as part of Gross Receipts;  (c) condemnation  awards or
payments received in lieu of condemnation of the Property,  or any part thereof;
and (d) any trade discounts and rebates received in connection with the purchase
of  Personal  Property  or  services in  connection  with the  operation  of the
Property.

         1.05  HUD.  U.S. Department of Housing and Urban Development.

         1.06 PERSONAL PROPERTY. All equipment, supplies, furnishings, furniture
and all other items of Personal  Property  now or  hereafter  owned by Owner and
located upon or used,  or useful for, or necessary or adapted for the  operation
of the Property.

         1.07  PROPERTY.  The ____  unit  apartment  community  known  and doing
business as  ______________________________,  located at  _____________________,
_____________,  MS. ________.  The term Property used herein includes all of the
Land,  Building(s) and the Personal  Property  collectively  associated with the
above mentioned apartment community.


<PAGE>
                                   ARTICLE II
                                Term of Agreement
                                -----------------

     2.01 The initial term of this Agreement is two (2) years, commencing on May
1, 1999 and ending on April 30, 2001. This Agreement shall  automatically  renew
for consecutive one (1) year periods, under the same terms and conditions as the
initial term,  unless either party delivers  written notice of  non-renewal,  at
least sixty (60) days prior to the expiration date of the then current term.

     2.02 This  contract is exclusive  and  non-cancelable  except as stipulated
herein.  This  contract  may only be  immediately  terminated,  with  notice  in
writing, under one or more of the following conditions:

     (a) mutual agreement of Owner and Agent;

     (b) sale or transfer of ownership in an arms length transaction;

     (c) gross violation by the Agent of the terms and responsibilities outlined
in this agreement;

     (d) any criminal action, gross negligence or willful misconduct on the part
of  the  Agent,  its  employees  or  assigns   including  such  acts  as  fraud,
misappropriation of funds, etc.;
<PAGE>
     (e) in the event a petition of bankruptcy is filed by or against either the
Agent or Owner,  or in the event either makes an  assignment  for the benefit of
creditors or takes advantage of any insolvency act.

     2.03 If this  Agreement is  cancelled at any time or for any reason,  other
than at the end of the  initial  term  or  subsequent  renewal  term,  with  the
exception of 2.02(c) or 2.02(d) above,  a  cancellation  fee equal to two months
fee will become due and payable.

     2.04 Upon the  termination of this  Agreement,  either by written notice of
non-renewal or by any earlier termination as herein provided, Agent shall:

     (a) deliver to Owner a final accounting;

     (b)  surrender  and deliver up to Owner  possession of the Property and all
rents and income,  including tenant security  deposits and other monies of Owner
on hand and in any bank  accounts,  less amounts owed to Agent  pursuant to this
Agreement;

     (c)  deliver  to Owner,  as  received,  any  monies  due Owner  under  this
Agreement but received after such termination;

     (d)  deliver  to Owner all  equipment  not owned by  Agent,  materials  and
supplies, keys,  contracts and documents,  and such other accounting papers and
records pertaining to this Agreement as Owner shall request;

     (e)  assign  any  right  Agent  may have in and to any  existing  contracts
relating  to the  operations  and  maintenance  of the  Property  as Owner shall
require; and

     (f)  deliver  to Owner,  or Owner's  duly  appointed  agent,  all books and
records, contracts, leases, receipts for deposits and unpaid bills.

     2.05   Termination  of  this  Agreement  shall  terminate  all  rights  and
obligations of the parties  hereunder,  except that such  termination  shall not
prejudice  the rights of either  party  against the other for any breach of this
Agreement.  Without  limitation  on the  generality  of the  foregoing.  Owner's
termination of this Agreement shall terminate any and all rights of Agent to act
on behalf of or with respect to the Property  (except to the extent Agent or its
Affiliates have such rights by virtue of their interest in Owner as evidenced by
the  Partnership  Agreement)  and Agent shall,  if Owner so requests,  execute a
notice to third parties that Agent's rights have been so  terminated;  provided,
however,  that in the event this Agreement is terminated,  Agent shall cooperate
prior  to such  termination  with  Owner  to  allow  Owner  to  effectively  and
productively  continue  the leasing and other  management  activities  of Agent.
Without  limitation  on  the  foregoing,  Agent  shall  deliver  to  Owner  such
information  and  documentation  as  Owner  may  reasonably  request  concerning
potential tenants for the Property.

     2.06  Notwithstanding any of the above, HUD and/or the lender has the right
to terminate this agreement pursuant to the Project  Owner's/Management  Agent's
Certification signed in conjunction with this agreement.

     2.07 In the event of default by Agent hereunder,  Owner shall promptly give
Agent written  notice of such default.  If the default is the failure to pay any
sum payable to the Owner hereunder (a "Monetary Default"),  Agent shall have ten
(10) days to cure such  default.  If the  default  is any other  than a Monetary
Default  (a  "Non-Monetary  Default"),  Agent  shall  have 30 days to cure  such
Non-Monetary Default, or such longer period as necessary to cure such default if
the  Non-Monetary  Default is not  susceptible  to cure with the 30 days and the
Agent is diligently  undertaking the cure thereof. A Non-Monetary  Default shall
be  the  failure  of the  Agent  to  comply  with  any  agreement,  covenant  or
undertaking in this  Agreement,  other than those  pertaining to the payments of
sums to the Owner hereunder.


                                   ARTICLE III
                                   Appointment
                                   -----------

     Owner hereby grants to Agent, or an Affiliate, the sole and exclusive right
to manage,  lease and operate the Property,  subject to the terms and provisions
of this Agreement.  During the term of this Agreement,  Owner may participate in
the  day-to-day  operation of the  Property,  however,  it shall not at any time
directly order or instruct any onsite  employees or other  personnel  engaged in
the  management  or operation of the Property but shall give its  directions  or
discuss any problems it may have with the appropriate  supervisory  personnel of
the Agent.
<PAGE>

                                   ARTICLE IV
                                   Management
                                   ----------

     4.01 COSTS OF OPERATION. All costs incurred by Agent in connection with the
management,  leasing  and  operation  of the  Property  shall be borne by Owner,
including,  but  not  limited  to,  copies,  phone  charges,   postage,  payroll
processing,  and computer  charges,  etc.  except for the following  costs which
shall be borne by Agent:

     (a)  costs  relating  to  bookkeeping  services  required  to be  performed
hereunder that are performed at the Agent's home office; and

     (b) salaries and payroll  expenses of multi-site and home office  Employees
of Agent; however budgeted salaries, expenses and benefits of personnel employed
for the operation or management of the Property in accordance  with Section 4.04
hereof shall be paid by the Owner.

     4.02 GENERAL MANAGEMENT DUTIES.  Agent shall use diligence to manage, lease
and operate the Property in a professional  manner, and shall consult with Owner
and keep Owner  advised as to all major or  extraordinary  matters  and  without
limitation,  at Owner's expense,  perform the following  services and duties for
Owner in a faithful, diligent and efficient manner:

     (a) maintain  businesslike  relations  with  tenants of the Property  whose
service  requests  shall be  received,  considered  and  recorded in  systematic
fashion in order to show the action taken with respect to each.  Complaints of a
serious nature shall,  after thorough  investigation,  be reported to Owner with
appropriate recommendations;

     (b)  collect  all  rents  and  other  sums and  charges  due from  tenants,
subtenants,  licensees  and  concessionaires  of the Property  and, if required,
retain attorneys or collection agencies for such purpose,  including instituting
actions  required to evict tenants and recover  possession of the Property,  sue
for and recover  rent and when  expedient  settle,  compromise  and release such
actions or suits or reinstate such tenancies;

     (c) perform and cause to be performed  marketing,  advertising  and leasing
activities designed to meet Owner goals as contained in the Approved Budget;

     (d) execute new and renewal  leases  with  tenants in  accordance  with the
Approved Budget;  screen  prospective  tenants for  credit-worthiness  and other
appropriate  leasing criteria;  maintain accurate leasing records and files; and
perform other normal and customary  duties related to maintaining  the occupancy
of the Property in accordance with the goals contained in the Approved Budget;

     (e) inspect and process  move-outs and related paperwork  promptly;  handle
all tenant  security  deposits in accordance with all applicable laws concerning
the Manager's  and/or Owner's  responsibility  for security  deposits and record
keeping requirements, if any.

     (f) enforce the provisions of the lease and community rules and regulations
in a consistent manner with all tenants; periodically review community rules and
<PAGE>
regulations and make such additions,  modifications or deletions as appropriate;
cause the lease and other legal  documents used in the leasing and  post-leasing
process to be  reviewed  by an attorney  and  changed as  necessary  to maintain
compliance with all applicable laws.

     (g) pay all expenses of the property, to the extent funds are available, in
a timely fashion from funds collected and deposited into Property bank accounts;

     (h) prepare or cause to be  prepared  for  execution  and filing all forms,
reports and returns required by all federal,  state and local laws in connection
with  unemployment  insurance,  worker's  compensation,   insurance,  disability
benefits,  Social  Security and other  similar  taxes now in effect or hereafter
imposed, and also any other requirements relating to the employment of personnel
for the  Property;  however,  Agent  shall not be  obligated  to prepare  any of
Owner's local, state, or federal income tax returns;

     (i) pay all sums and make all deposits  becoming due and payable  under the
provisions  of any ground  lease or any loan secured by a mortgage or trust deed
against the Property,  or any part thereof,  and otherwise perform all covenants
and obligations required to be performed under the provisions of any such ground
lease,  mortgage  or trust  deed (to the  extent  that the  performance  of such
covenants and obligations are within the control of Agent);

     (j)  apply  for all  replacement  reserve  or  escrow  reimbursements  from
accounts  held by any  lender  or  mortgage  servicer  in  accordance  with  all
applicable rules and provisions; and

     (k)  perform  such other acts and deeds as are  reasonable,  necessary  and
proper in the discharge of its management duties under this Agreement.

     4.03 BUDGETS.

     (a) Agent  shall  prepare  and submit for  approval of Owner not later than
thirty (30) days prior to the end of each Fiscal  Year,  a proposed  budget with
respect to the operation and  management of the Property for the ensuing  Fiscal
Year. Such Budget shall include all Gross Receipts expected to be collected,  as
well as all cash  expenditures of the property  including but not limited to all
salaries and benefits,  leasing and  advertising  costs,  administrative  costs,
maintenance and repair items, utilities,  taxes and insurance,  debt service and
capital or  replacement  reserve  items.  In the event  Owner,  in Owner's  sole
judgement,  disapproves of any proposed Budget  submitted by Agent,  Owner shall
give Agent written notice thereof, in which event Agent shall make all revisions
thereto  which Owner shall direct and resubmit the proposed  Budget to Owner for
approval.  In the absence of such written  notice of  disapproval  within thirty
(30) days after  delivery of the Budget to Owner,  the Budget shall be deemed to
have been approved by Owner.  Each approved Budget shall  constitute the control
instrument  under which Agent shall operate for the Fiscal Year covered thereby.
Approval  of the  Budget  shall be deemed to be  approval  by Owner of all items
specified therein.

     (b)  Agent  shall  not incur or  permit  to be  incurred,  expenses  in any
approved  Budget  (excluding  utility  expenses,   general  real  estate  taxes,
insurance  premiums,  financing  costs and emergency  expenses) in excess of ten
<PAGE>
percent  (10%) of the amount set forth in the Budget for any single line item in
an expense  classification,  on a year to date basis, (e.g.,  cleaning expenses,
H.V.A.C.  expenses,  etc.) or in excess of five  percent  (5%) of the  aggregate
expenditures in each expense classification,  on a year to date basis. Except as
set forth  herein and in  Section  4.06,  there  shall be no  variance  from any
approved Budget, without the prior written consent of Owner.

     4.04 PROPERTY PERSONNEL.  In accordance with approved Budgets, Agent shall,
at Owner's expense, hire, employ, supervise and discharge all Employees required
in connection  with the operation and management of the Property.  All Employees
working on the Property are  considered to be Employees of the Owner and not the
Agent even though  salaries and  benefits  may be paid  through a master  agency
account.  All  salaries,  taxes,  insurance  and  other  benefits  paid  to such
Employees  through a master agency account shall be reimbursed  immediately  and
shall not be considered an expense of the  management  company.  The Agent shall
not grant any  non-budgeted  employee  fringe benefits and plans not required by
laws or union contract without written consent of Owner.  However,  Owner agrees
to review and approve an annual bonus plan for on-site  Employees at the time of
Budget  approval  should bonuses not be included in the approved  Budget.  Agent
will not discriminate  against any Employee or applicant for employment  because
of race, creed,  color, sex or national origin. Said Employees shall include the
following:

     (a) Community  Manager:  A person who is experienced in the  administration
and operation of residential Property.

     (b)  Customer  Service  Representative:  A person  who is  trained to lease
apartments  to qualified  prospective  Residents,  as  apartments  become vacant
throughout  the year and trained to assist the Manager in resolving all property
and resident issues.

     (c)  Maintenance  Technician:  A person who is trained in  maintaining  and
enhancing the physical  property  condition by  responding  to resident  service
requests and performing routine and preventive maintenance.

     (d) Such other sales, office and maintenance  personnel required to operate
and   maintain   the   Property    including    additional   office   personnel,
air-conditioning  mechanics,   electricians,   plumbers,  painters,  carpenters,
grounds  keepers,  janitorial and custodial  persons,  as Agent reasonably deems
necessary and is included in the approved budget.

     4.05 CONTRACTS AND SUPPLIES. Agent shall, at Owner's expense, upon the best
terms  available,  enter into contracts on behalf of Owner for the furnishing to
the  Property  of  required  utility  services,  heating  and  air  conditioning
services,   pest  control,  other  maintenance,   and  any  other  services  and
concessions  which are required in connection with the maintenance and operation
of the  Property.  Agent  shall also place  purchase  orders  for  services  and
<PAGE>
Personal Property as are necessary to properly  maintain the Property.  All such
contracts  and orders shall be subject to the  limitations  set forth in section
4.03 hereof.  When taking bids or issuing purchase  orders,  Agent shall use its
best efforts to secure for and credit to Owner,  any  discounts,  commissions or
rebates  obtainable as a result of such  purchases or services.  Agent shall use
its best efforts to make  purchases and (where  necessary or  desirable)  obtain
bids for  necessary  labor and  materials at the lowest  possible cost as in its
judgement is consistent with good quality,  workmanship  and service  standards.
Agent shall not incur any obligation to any person at a price or fee higher than
that  which  would  have been  charged  as a result  of a bona fide arms  length
negotiation.

     4.06 ALTERATIONS, REPAIRS AND MAINTENANCE.

     (a) Agent shall, at Owner's  expense,  perform or cause to be performed all
necessary or desirable repairs, maintenance,  cleaning, painting and decorating,
alterations,  replacements  and  improvements  in  and to  the  Property  as are
customarily made in the operation of properties of the kind, size and quality of
the Property;  provided,  however, that no unbudgeted alterations,  additions or
improvements  shall be made without the prior written  approval of Owner (unless
performed  pursuant to any lease or budget  previously  approved  by Owner).  In
addition,  no unbudgeted  expenditure in excess of $2,000 per item shall be made
except as provided for in Section 4.03,  or unless such repairs are  immediately
necessary for the preservation or the safety of the Property,  or for the safety
of the  tenants of the  Property,  or required  to avoid the  suspension  of any
necessary  service  to  the  Property,  or  are  required  by  any  judicial  or
governmental  authority  having  jurisdiction.  These repairs may be made by the
Agent without prior approval and regardless of the cost  limitations  imposed by
this Section 4.06(a);  further, provided that Agent shall as soon as practicable
give  written  notice to Owner of any such  emergency  repairs  for which  prior
approval is not required.

     (b) In  accordance  with the  terms of  approved  Budgets  or upon  written
request of Owner,  Agent  shall,  from time to time during the term  hereof,  at
Owner's  expense,  make or cause to be made all required  capital  improvements,
replacements or repairs to the Property; provided, however, if Agent is required
to perform extraordinary services in connection with such improvements,  repairs
or replacements,  which services exceed those  customarily  rendered by managing
agents of  properties  similar  to the  Property,  then Agent  shall  receive an
additional fee therefore in an amount mutually agreed upon by Owner and Agent in
advance of any work to be performed.

     (c) Agent shall give Owner  written  notice of any  material  defect in the
Property and all parts thereof immediately after ascertainment thereof by Agent,
including  without  limitation,  material defects in the roofs,  foundations and
walls  of the  buildings  and  in  the  sewer,  water,  electrical,  structural,
plumbing, heating,  ventilation and air conditioning systems; provided, however,
that  Agent  shall  have no  obligation  to inspect  the  buildings  in order to
discover any such condition.

     4.07  LICENSES AND PERMITS.  Agent shall,  at Owner's  expense,  obtain and
maintain  in the name of Owner all  licenses  and  permits  required of Owner or
Agent in connection  with the  management  and operation of the Property.  Owner
agrees to execute and deliver any and all  applications  and other  documents to
otherwise  cooperate with Agent in applying for,  obtaining and maintaining such
licenses and permits.

     4.08 COMPLIANCE WITH LAWS. Agent shall, at Owner's expense, comply with all
laws,   regulations  and  requirements  for  any  federal,  state  or  municipal
government  having  jurisdiction  respecting  the  use or  manner  of use of the
Property or the maintenance of operation thereof. Agent shall immediately inform
Owner of all notices, summons, suits, fines or violations sent to or served upon
Agent regarding the Property.
<PAGE>
     4.09 LEGAL PROCEEDINGS.

     (a) Agent shall, in Owners name and at Owner's  expense,  institute any and
all legal and/or administrative actions or proceedings to collect charges, rents
or other income from the  Property,  to  dispossess  tenants or other persons in
possession,  to cancel or terminate any lease,  license or concession  agreement
for the  breach  thereof  or  default  thereunder  by the  tenant,  licensee  or
concessionaire.

     (b) Any other legal proceeding involving the property including the protest
of increases in taxes and/or  assessments  levied  against the Property,  or any
portion  thereof shall require prompt notice to and discussion  with Owner prior
to any response.

     4.10  INVENTORY.  The  Agent  shall  maintain  a current  inventory  of all
Personal Property.

     4.11 INSURANCE  COVERAGE.  Owner shall procure and maintain  throughout the
term hereof, the following insurance coverages with respect to the Property:

     (a) Fire and extended coverage insurance;

     (b) Worker's compensation insurance;

     (c) Comprehensive public liability insurance for injury or death to persons
and damage to or loss to Property of not less than  $2,000,000 / $1,000,000  per
occurrence;

     (d) Burglary and theft insurance;

     (e) Boiler insurance;

     (f) Fidelity Bond or crime coverage of not less than $500,000;

     (g) Employment practices liability insurance; and

     (h) Such  other  insurance  which  Owner  shall  direct  or as Agent  shall
reasonably  deem  appropriate  for the  protection  of Owner and  Agent  against
claims,  losses and liabilities  arising out of the operation and improvement of
the Property.

     Agent shall, at Owner's request, procure such coverages on behalf of Owner,
at Owner's expense.  All such policies of insurance shall name the Owner,  Agent
and such  other  parties  as Owner or Agent  shall  direct as the named  insured
thereunder,  as their  respective  interests  may appear.  Agent shall  promptly
investigate  and  report to the Owner and the  insurance  company  involved  all
accidents  and  claims for  damage  relating  to the  ownership,  operation  and
maintenance of the Property and any damage or destruction to the Property.
<PAGE>
     4.12  SIGNS.  Owner  agrees to allow Agent to place one or more signs on or
about the Property stating that Agent is providing  management for the Property,
provided  that the  signs and  location  thereof  shall be  subject  to  Owner's
approval.

     4.13 DEBTS OF OWNER.  In the performance of its duties as managing Agent of
the  Property,  Agent  shall  act as the  agent  of the  Owner.  All  debts  and
liabilities to third persons and Employees of the Property  incurred by Agent in
the course of its  operation and  management of the Property  shall be the debts
and  liabilities  of the Owner only,  and Agent shall not be liable for any such
debts or  liabilities,  except to the extent Agent has  exceeded  its  authority
hereunder.

     4.14 ALLOCATION OF COSTS. The parties hereto  acknowledge that the Property
may be operated  in  conjunction  with other  properties  managed by Agent,  and
certain costs may be allocated or shared among such  properties  with such costs
being reimbursed to Agent.

     4.15 OTHER  DUTIES.  Agent may provide  other duties such as oversee  major
property  renovation,  new  construction  or  renovation  lease  up,  coordinate
partnership audits, tax returns,  bankruptcy filings, loan refinancing,  etc. as
requested by Owner for additional  fees to be mutually  agreed upon by Owner and
Agent.

     4.16 EXCLUSIVITY. Agent is not precluded from providing management or other
services  to other  owners or  properties  even if such  properties  might be in
direct competition with the subject Property.



                                    ARTICLE V
                                 Management Fees
                                 ---------------

     5.01  COMPENSATION OF AGENT. As consideration  for the performance by Agent
of all its  management  obligations  under this  Agreement,  Owner agrees to pay
Agent a management fee each month during the term of this Agreement in an amount
equal to three and one-half  percent (3.50%) of Gross Receipts.  Said management
fee shall be paid not later than the 10th day of the month  following  the month
for which such fee is earned.  Provided  that Agent is not in default under this
Agreement,  Agent shall be entitled  to pay itself the  monthly  management  fee
herein provided from the Property bank account referred to in Article VI hereof.
In addition,  Agent shall charge and collect an accounting/computer fee of three
dollars  ($3.00)  per unit per month,  to be paid in the same  manner  described
herein.

     5.02  REIMBURSEMENT  OF AGENT'S  EXPENSES.  Owner agrees to reimburse Agent
upon  demand  therefore  for any monies  that Agent may elect to advance for the
account of Owner.  It is expressly  understood that Agent is under no obligation
to advance  any  monies  for the  account  of the  Owner.  Owner  shall  further
reimburse  Agent for all of Agent's  expenses  incurred in  connection  with the
operation  of the  Property  or as a result  of  Agent's  compliance  with  this
Agreement  during the preceding month,  including,  without  limitation  copies,
postage,  Agent's long  distance  travel and long  distance  phone  expenses and
expenses relating to the duties set forth in this Agreement.
<PAGE>
                                   ARTICLE VI
              Procedure for Handling Receipts and Operating Capital
              -----------------------------------------------------

     6.01 BANK DEPOSITS.  Agent shall establish and maintain,  at cost of Owner,
separate bank accounts in the name of the Property,  as Agent deems appropriate,
into which all monies  received by Agent for or on behalf of Owner in connection
with the operation and management of the Property shall be deposited by Agent.

     6.02  DISBURSEMENT OF DEPOSITS.  Agent shall disburse and pay from the bank
account specified in Section 6.01 hereof,  such amounts and at such times as the
same are  required  in  connection  with the  management  and  operation  of the
Property in  accordance  with the provision of this  Agreement.  As requested by
Owner, Agent will disburse to Owner all funds that shall be considered available
as required by HUD and in accordance with any regulatory  agreement to which the
Property may be subject.

     6.03 AUTHORIZED SIGNATORIES.  Designated officers and/or Employees of Agent
shall be the  authorized  signatories  on the bank account  established by Agent
pursuant to Section 6.01 hereof and shall have  authority to make  disbursements
from such account.


                                   ARTICLE VII
                                   Accounting
                                   ----------

     7.01 BOOKS AND  RECORDS.  Agent shall  maintain  at the  central  office of
Agent, a comprehensive  system of office records,  books and accounts pertaining
to the Property,  which  records,  books and accounts shall be kept separate and
apart from all others and shall be available  for  examination  by Owner and its
agents,  accountants  and attorneys at regular  business  hours with  reasonable
notice.  Agent shall  preserve all  records,  books and accounts for a period of
three (3) years.

     7.02 PERIODIC STATEMENTS; AUDITS.

     (a) On or before  fifteen (15) days  following the end of each month during
the term of this  Agreement,  Agent shall  deliver or cause to be  delivered  to
Owner a summary of Gross Receipts and disbursements  for the preceding  calendar
month and the Fiscal Year to date showing variances from the approved Budget;

     (b) Within  sixty (60) days after the end of each Fiscal  Year,  Agent will
deliver or cause to be delivered  to Owner,  at Owner's  expense,  an income and
expense  statement  showing the results of operation of the Property  during the
preceding Fiscal Year. At Owner's request,  such statement shall be prepared and
audited by a certified  public  accountant as  designated  by Owner.  At Owner's
request and at Owner's  expense,  Agent shall prepare,  or cause to be prepared,
other financial  reports and perform other  bookkeeping  services in addition to
those provided herein.
<PAGE>
     7.03 DISCLOSURE.  Upon request of the U.S.  Department of Housing and Urban
Development  ("HUD"),  the  lender  holding  the  deed of trust  secured  by the
Property  (the  "Lender"),  or  the  Owner,  Agent  will  make  available,  at a
reasonable  time and place,  its  records  and  records of  identity-of-interest
companies which relate to goods and services charged to the project. Records and
information  will be  sufficient  to permit HUD or the Lender to  determine  the
services performed, the dates the services were performed, the location at which
the services were  performed,  the time consumed in providing the services,  the
charges made for  materials,  and the per-unit and total charges levied for said
services.


                                  ARTICLE VIII
                                 Indemnification
                                 ---------------

     8.01 INDEMNIFICATION. Owner agrees to:

     a) hold and save Agent  harmless  from  damages as a result of  injuries to
person or  Property  by reason of any cause  whatsoever  either in and about the
Property  or  elsewhere  when  Agent  is  carrying  out the  provisions  of this
Agreement;

     b) reimburse Agent, upon demand,  for any money which the Agent is required
to pay for any reason  whatsoever  in connection  with the  Property,  including
payment for operating expenses, attorneys' fees or costs, fees and judgements in
connection with the defense of any claim, civil or criminal action,  proceeding,
charge,  or prosecution made,  instituted or maintained  against Agent or Owner,
jointly or severally, affecting or due to any of the following:

          i. the condition or use of the Property;

          ii. acts or  omissions  of Agent,  employees  or agents of Agent,  and
     employees of Owner;

          iii. claims made by or against any employees of Owner;

          iv.  claims  arising  out  of  or  based  upon  any  law,   regulation
     requirement, contract, or award relating to employment, working conditions,
     wages and/or compensation of employees or former employees of Owner; or

          v. any other cause in connection with the Property.

     c) defend  promptly and  diligently,  at Owner's sole  expense,  any claim,
action or proceeding in connection with any of the foregoing;

     d) hold  harmless  or fully  indemnify  Agent from any  judgement,  loss or
settlement  on account  thereof,  including  reasonable  attorneys'  fees. It is
expressly  understood and agreed that the foregoing provisions shall survive the
termination   of  this  Agreement  to  the  extent  the  cause  arose  prior  to
termination.
<PAGE>
     8.02 GROSS NEGLIGENCE.  Notwithstanding  the foregoing,  Owner shall not be
required  to  indemnify  Agent  against  damages  suffered  as a result of gross
negligence or willful misconduct on the part of Agent, its agents,  employees or
employees of Owner.


                                   ARTICLE IX
                            Miscellaneous Provisions
                            ------------------------

     9.01 NOTICES. Any notice or communication hereunder must be in writing, and
shall be personally  delivered or mailed by registered or certified mail, return
receipt requested, and if mailed shall be deemed to have been given and received
two (2) days after its mailing. Such notices or communications shall be given to
the parties hereto at their following addresses:



         To Agent:                  VIP Management, LLC,
                                    3111 Paces Mill Road, Suite A-200
                                    Atlanta, Georgia 30339
                                    Attn: Stephanie A. Reed


         To Owner:                  _______________________________
                                    c/o Vinings Holdings, Inc.
                                    3111 Paces Mill Road, Suite A-200
                                    Atlanta, Georgia 30339
                                    Attn:  Peter D. Anzo


     Any party hereto may at any time by giving ten (10) days written  notice to
the other  party  hereto  designate  any other  address in  substitution  of the
foregoing address to which such notice or communications shall be given.

     9.02 SEVERABILITY.  If any term, covenant or condition of this Agreement or
the application  thereof to any person or circumstance  shall, to any extent, be
held to be invalid or  unenforceable,  the remainder of this  Agreement,  or the
application  of such term,  covenant or  condition  to persons or  circumstances
other than those as to which it is held invalid or  unenforceable,  shall not be
affected thereby,  and each term,  covenant or condition of this Agreement shall
be valid and shall be enforced to the fullest extent permitted by law.

     9.03 ATTORNEYS'  FEES.  Should either party retain attorneys to enforce any
of the provisions  hereof or to protect its interest in any manner arising under
this Agreement,  or to recover  damages for the breach of this  Agreement,  each
party agrees to pay its own  attorney's  fees expended or incurred in connection
therewith.

     9.04 TOTAL AGREEMENT. This agreement is a total and complete integration of
any and all  representations and agreements existing between Agent and Owner and
supersedes  any prior oral or written  representations  and  agreements  between
them.
<PAGE>
     9.05 ARTICLE AND SECTION HEADINGS.  Article and section headings  contained
in this  Agreement are for reference  only,  and shall not be deemed to have any
substantive effect or to limit or define the provisions contained therein.

     9.06 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
permitted  assigns;  provided,  however,  that Agent shall not have the right to
assign this  Agreement  without the prior written  consent of Owner unless to an
Affiliate.

     9.07 GOVERNING LAW. This  Agreement  shall be construed in accordance  with
the laws of the State of Georgia.


              (The remainder of this page left intentionally blank)
<PAGE>

     IN WITNESS WHEREOF,  this Agreement has been executed in Atlanta,  Georgia,
effective as of the date first above written.



                           OWNER:   ____________________________
                           By:      Vinings Holdings, Inc.
                                    General Partner




                                    ____________________________
                           By:      Peter D. Anzo
                                    President




                           AGENT:   VIP MANAGEMENT, LLC



                                    ___________________________
                           By:      Stephanie A. Reed
                                    Manager