After recording please return to:
Clifford A. Barshay, Esq.
SCHREEDER, WHEELER & FLINT
1600 Candler Building
127 Peachtree Street, N.E.
Atlanta, GA  30303-1845
404-681-3450

STATE OF GEORGIA

COUNTY OF DEKALB



                   DEED TO SECURE DEBT AND SECURITY AGREEMENT
                   ------------------------------------------

         THIS  INDENTURE  (sometimes  referred  to as a  "Deed"  or a  "Security
Deed"),  made as of the 27th day of April,  1999,  between  VININGS  INVESTMENT
PROPERTIES, L.P., a Delaware limited partnership,  with an address of 3111 Paces
Mill Road,  Suite A-200,  Atlanta,  Georgia  30339,  as party of the first part,
hereinafter  called "Grantor," and BANK ATLANTA, a national bank, with a mailing
address of 1221 Clairmont Road,  Decatur,  Georgia 30030, as party of the second
part, hereinafter called "Grantee."


                          W I T N E S S E    T H T H A T:
                          -------------------------------

         For and in  consideration of the sum of Ten and 00/100 Dollars ($10.00)
in hand paid, the loan evidenced by the Note  hereinafter  described,  and other
good and valuable considerations, the receipt and sufficiency of which is hereby
acknowledged,  Grantor does hereby bargain,  sell,  grant,  convey and assign to
Grantee,  its  successors  and assigns,  all of the  following  described  land,
easements, buildings, improvements, fixtures, furniture and appliances and other
personal property  (hereinafter  sometimes  collectively called the "Premises"),
to-wit:

         (a) All that tract or parcel of land lying and being in Land Lot 277 of
the 6th District of Gwinnett County,  Georgia being more particularly  described
in Exhibit "A" attached hereto and made a part hereof;
<PAGE>
         (b) All buildings, structures and improvements now or hereafter located
upon said properties; and

         (c)  All  machinery,  apparatus,  equipment,  fittings,  furniture  and
fixtures,  whether  actually or  constructively  attached to said properties and
including all trade, domestic and ornamental fixtures,  and articles of personal
property of every kind and nature,  now or  hereafter  located in, upon or under
said  properties,  used or  usable  in  connection  with any  present  or future
operation of said  properties,  and now owned or hereafter  acquired by Grantor,
including,  but without  limiting the generality of the foregoing,  all heating,
air conditioning, freezing, lighting, laundry, incinerating and power equipment;
engines;  pipes;  pumps;  tanks;  motors;   conduits;   switchboards  and  other
electrical   equipment;    plumbing,   lifting,   cleaning,   fire   prevention,
refrigerating and communications  apparatus;  sewer treatment plants, facilities
and   apparatus;   boilers,   heaters  and  furnaces;   refrigerators,   ranges,
dishwashers, disposals and other appliances; vacuum cleaning systems; elevators;
escalators;  shades; awnings; screens; doors and windows; cabinets;  partitions;
ducts and compressors;  rugs and carpets; draperies;  furniture and furnishings;
all swimming pool, clubhouse and other recreational  equipment and supplies; all
building  materials and equipment now or hereafter  delivered to said properties
and intended to be installed  therein;  all posters,  signs and  billboards  and
other  outdoor  advertising  displays;  and  all  additions,   replacements  and
substitutions  thereof  and  the  proceeds  of sale  or  leasing  of any of said
fixtures and personal property.

         TOGETHER  WITH all  insurance  policies  insuring  or  relating  to the
Premises and the proceeds thereof,  and all condemnation  proceeds and causes of
action related to the Premises as set out hereafter.

         TOGETHER  WITH  all  and  singular  the  rights,  members,   tenements,
hereditaments,  easements and  appurtenances  whatsoever,  in any way belonging,
relating or appertaining to any of the Premises  hereinabove  mentioned or which
hereafter shall in any way belong, relate or be appurtenant thereto, whether now
owned or hereafter acquired by Grantor, including but not limited to, all rents,
profits, issues and revenues of the Premises from time to time accruing, whether
under leases or tenancies now existing or hereafter created.

         TO HAVE AND TO HOLD the  Premises  and all parts,  rights,  members and
appurtenances thereof, to the use, benefit and behoof of Grantee, its successors
and assigns,  in fee simple  forever;  and Grantor  covenants  and warrants that
Grantor is lawfully  seized and possessed of the Premises in fee, has good title
and right to convey the same, that the same are  unencumbered,  and that Grantor
will  warrant  and  defend  title  thereto  against  the  claims of all  persons
whomsoever.

         This conveyance is intended to and shall constitute and be construed as
a deed  passing  title to the  Premises  to  Grantee,  and is made  under  those
provisions of the existing laws of the State of Georgia (O.C.G.A. ss.44-14-60 et
seq.) relating to conveyances and deeds to secure debt (a/k/a "Security  Deed"),
and  not as a  mortgage.  This  instrument  shall  also  constitute  a  security
agreement under the Uniform  Commercial Code as to all that part of the Premises
which does not  constitute  real property.  This deed is given to secure:  (a) a
<PAGE>
debt evidenced by a certain  Promissory  Note of even date herewith  executed by
Grantor  payable to the order of Grantee at the office and place of  business of
Grantee as stated in the Note, or at such other place as the holder  thereof may
from time to time  designate in writing,  in the principal sum of  $2,000,000.00
with interest thereon at the rate therein specified,  and having a maturity date
of May 26, 2000 (herein called the "Note") together with any renewal,  increase,
modification,  alteration or extension of said Note; (b) any other  indebtedness
or obligations  of Grantor to Grantee  arising under the provisions of the Note,
this Security Deed or any other instrument evidencing, guaranteeing, securing or
related to the Note, including,  without limitation, that certain Assignment and
Security   Agreement  of  even  date  herewith   between   Grantor  and  Grantee
(hereinafter  called  the  "Additional  Loan  Documents"),  and (c) any other or
future advances made by Grantee to or for the account of Grantor, and all future
debts and obligations of Grantor to Grantee.

         Grantor  covenants,  represents  and  warrants  to and with  Grantee as
follows:


                                    ARTICLE I
                                    ---------

         1.01 PAYMENT OF  INDEBTEDNESS.  Grantor will pay the Note  according to
the terms thereof, and all other sums secured by this Deed, promptly as the same
shall become due.

         1.02 TAXES, LIENS AND OTHER CHARGES.

         (a) Grantor shall pay all intangible,  documentary,  recording or other
tax, charge, expense, cost or fee now or hereafter levied or assessed against or
in respect of the Note or this  instrument,  whether  levied or charged  against
Grantor or  Grantee,  and in the event of the  passage  of any  state,  federal,
municipal or other  governmental law, order,  rule or regulation,  in any manner
changing or  modifying  the laws now in force  governing  the  taxation of debts
secured  by  security  deeds or the manner of  collecting  taxes so as to affect
adversely  Grantee,  Grantor will promptly pay any such tax. If Grantor fails to
make such  payment,  then  Grantee  may make such  payments,  and such sums will
become an indebtedness secured by this Deed.

         (b) Grantor  will pay,  before the same become  delinquent,  all taxes,
liens, assessments and charges of every character levied or assessed or that may
hereafter be levied or assessed  upon or against the  Premises,  and all utility
charges,  whether  public or  private;  and upon  demand  will  furnish  Grantee
receipted bills evidencing such payment.

         (c) Grantor will not suffer any mechanics',  materialmen's,  laborers',
statutory or other lien to be created and remain  outstanding  or unbonded  upon
any part of the Premises for a period exceeding thirty (30) days.

         1.03 INSURANCE.

         (a) Grantor  (or,  in the event any  portion of the  Premises is ground
leased  to a third  party,  any  ground  lessee of the  Premises)  will keep the
buildings,  fixtures and property conveyed by this Deed, whether now standing on
the  Premises or  hereafter  erected,  continuously  insured in such  amounts as
Grantee may require  (not to exceed one hundred  (100%)  percent of  replacement
value)  against all risk of loss or damage by fire and all other  casualties  or
hazards,  including,  but not limited to, wind storm,  hail,  explosion,  smoke,
riot,  riot  attending a strike,  civil  commotion,  aircraft  and  vehicles and
<PAGE>
malicious mischief, together with rents loss and business interruption insurance
covering  the loss of rents and income of the  Premises  due to  casualty  for a
period of six (6) months.  Grantor shall also cause the issuance and maintenance
of comprehensive  general public liability insurance policy naming Grantee as an
additional named insured in such amount as Grantee may require.  During the time
when improvements are being constructed on the Premises, Grantor and its general
contractor  will  maintain   builder's   all-risk  insurance  on  the  Premises,
protecting  Grantor  and  Grantee  as insured  in such  amounts  as Grantee  may
require.

         (b) All such  insurance at all times will be with an insurance  company
or companies  lawfully  operating in the State of Georgia and having a financial
condition and reputation satisfactory to Grantee. Policy forms and terms must be
acceptable to Grantee,  Each policy shall provide that any loss shall be payable
to Grantee as its interest may appear, pursuant to a New York Standard mortgagee
clause or other clause which shall be satisfactory to Grantee, and providing for
thirty (30) days advance  notice of expiration,  cancellation  or non-renewal to
Grantee.  Each policy must contain an agreed amount endorsement.  Forthwith upon
the  issuance  of such  policies,  Grantor  will  deliver to Grantee an original
counterpart of same, and all renewals thereof, to Grantee,  and , unless premium
payments are made through Grantee, receipts for premiums. Any policies furnished
Grantee  shall  become its  property in the event  Grantee  becomes the owner of
Premises  by  foreclosure  or  otherwise.   Grantee  is  hereby  authorized  and
empowered,  at its option,  to adjust or compromise any loss under any insurance
policies on the Premises,  and to collect and receive the proceeds from any such
policy or policies.  Each insurance company is hereby authorized and directed to
make payment for all such losses directly to Grantee,  instead of to Grantor and
Grantee jointly.

         (c) In case of loss under any such  policy of  insurance,  Grantee  may
apply the net  insurance  proceeds  to the  payment of the  indebtedness  hereby
secured,  whether due or not; or Grantee may require the building to be repaired
or replaced by the use of said net proceeds  (Grantor  advancing any  additional
funds required). No such action shall affect the lien and title of this Security
Deed or the  indebtedness  secured  hereby,  nor shall it delay or  satisfy  any
installment due under the Note.

         1.04 CARE OF PREMISES.

         (a) Grantor will keep the improvements now or hereafter  erected on the
Premises in good  condition and repair,  will not commit or suffer any waste and
will not do or suffer to be done  anything  which will increase the risk of fire
or other hazard to the Premises or any part thereof.

         (b) Grantor will not remove,  demolish nor materially  alter the design
or  structural  character  of any  building,  fixture,  chattel or other part of
Premises without the written consent of Grantee.

         (c) Grantee or its  representatives  shall have access to and is hereby
authorized to enter upon and inspect the Premises at all times.

         (d) Grantor  will  promptly  comply  with all present and future  laws,
ordinances,  rules and regulations of any governmental  authority  affecting the
Premises or any part thereof.
<PAGE>
         (e) If all or any  part of the  Premises  shall be  damaged  by fire or
other casualty,  Grantor will give immediate  written notice of same to Grantee.
If  Grantee  agrees to  release  the  insurance  proceeds  received  due to such
casualty  for  restoration  of the  Premises  (which  proceeds to be released as
construction  and  restoration  progresses),  Grantor will promptly  restore the
Premises to the equivalent of its original  condition and will advance any funds
necessary for such purpose.  If a part of the Premises shall be damaged  through
condemnation,  Grantor  will  promptly  restore,  repair or alter the  remaining
property in a manner satisfactory to Grantee.

         1.05  FURTHER  ASSURANCES.  Grantor,  from time to time within ten (10)
days after request by Grantee, shall execute, acknowledge and deliver to Grantee
such  chattel   mortgages,   security   agreements  or  other  similar  security
instruments,  in form and content satisfactory to Grantee, covering all property
of any kind and  nature  owned by Grantor or in which  Grantor  has an  interest
which, in the opinion of Grantee,  is essential or necessary to the operation of
the Premises.  Grantor shall also,  from time to time within ten (10) days after
request by Grantee,  execute,  acknowledge and deliver any financing statements,
renewal affidavits, certificates,  continuation statements or other documents as
Grantee may request in order to perfect, preserve,  continue, extend or maintain
the lien and security interest under this Security Deed and the priority of this
Security  Deed or any such chattel  mortgage or security  instrument  as a first
lien.  Grantor  further  agrees to pay Grantee on demand all costs and  expenses
incurred  by  Grantee  in  connection  with  preparation,  execution,  filing or
re-filing of any such  instrument or document,  including  charges for examining
title and attorneys fees for preparation of such documents or rendering opinions
as to the priority thereof. However, neither requests so made by Grantee nor the
failure of Grantee to make such requests shall be construed as a release of such
property or any part thereof from the lien and title of this  Security  Deed, it
being  understood and agreed that this covenant and any such security  agreement
or other similar  security  instruments  delivered to Grantee are cumulative and
are given as additional security.  If Grantor fails to execute any document upon
request,  Grantee  may  make,  execute  and  record  same for and in the name of
Grantor,   and  Grantor  hereby  irrevocably  appoints  Grantee  the  agent  and
attorney-in-fact of Grantor so to do.

         1.06 LEASES AND RENTAL AGREEMENTS AFFECTING THE PREMISES.

         (a) Grantor shall faithfully perform the covenants of Grantor as lessor
under any present and future leases and rental  agreements  affecting all or any
portion of the Premises, and neither do nor neglect to do, nor permit to be done
anything which may cause the  termination of said leases and rental  agreements,
or any of them,  or which  may  diminish  or  impair  their  value or the  rents
provided for them or the interest of Grantor or Grantee  therein or  thereunder.
Grantor  shall  procure and deliver to Grantee,  at any time within  thirty (30)
days after notice and demand, estoppel letters or certificates from each lessee,
tenant or occupant in possession of the Premises,  confirming  the status of the
lease,  payment of rent, any alleged or actual  defaults,  and other  statements
required by Grantee,  in form and substance  satisfactory  to, Grantee.  Grantee
shall have the right of prior  approval  of the form and  content of all leases,
management contracts and rental agreements used by Grantor for the Premises.

         (b) With respect to any existing or future  leases,  tenancies or other
occupancy  arrangements  affecting  the  Premises or any part  thereof,  Grantor
agrees that Grantor shall not, without the prior written consent of Grantee: (i)
amend or modify  any such  lease;  or (ii)  waive any  obligation  of any tenant
thereunder or accept the surrender or cancellation  thereof;  or (iii) grant any
approval  of  consent  or waiver to any tenant  thereunder  (including,  without
limitation,  an approval or consent to any  assignment or  subletting);  or (iv)
cause,  permit or omit to take any action which might  reasonably  result in the
impairment  of the value to Grantee of the  security  interest of Grantee in any
<PAGE>
such lease, or might reasonably result in any termination  (other than by normal
expiration) or loss of rental thereunder; (v) collect rents for more than thirty
(30)  days  in  advance;  or  (vi)  cause,  permit  or  consent  to any  default
thereunder,  or any event or circumstance  which might reasonably be expected to
ripen into a default with the passage of time or notice.

         1.07 EXPENSES.  Grantor will  immediately pay or reimburse  Grantee for
all  reasonable  attorneys'  fees  actually  incurred and all costs and expenses
incurred  by  Grantee  in any legal  proceeding  or dispute of any kind to which
Grantee is made a party, or appears as party plaintiff,  defendant or otherwise,
affecting this Deed or the  indebtedness  secured by or the interest  created by
this Deed,  or the  Premises,  including  but not limited  to, any  condemnation
action involving the Premises, any bankruptcy or insolvency proceeding affecting
Grantor or the Premises or any action to protect the security  hereof.  Any such
amounts paid by Grantee shall be added to the indebtedness secured by this Deed.
The rights under this paragraph are in addition to Grantee's right to attorneys'
fees as defined and limited by O.C.G.A. ss.13-1-11.

         1.08 SUBROGATION.  Grantee shall be subrogated to the claims and liens
of all parties whose claims or liens are discharged or paid with the proceeds of
the indebtedness secured hereby.

         1.09 PERFORMANCE  BY GRANTEE OF DEFAULTS BY GRANTOR.  If Grantor shall
default  (or if it shall  appear to Grantee  that  Grantor  may  default) in the
payment of any tax,  lien,  assessment or charge levied or assessed  against the
Premises;  in the payment of any utility charge,  whether public or private;  in
the procurement of insurance coverage and the delivery of the insurance policies
required hereunder; in any obligation of Grantor as landlord in any lease of all
or portion of the  Premises;  or in the  performance  or observance of any other
covenant, condition or term of this instrument, then Grantee, at its option, may
perform or observe  the same,  and all  payments  made for or costs  incurred by
Grantee in connection therewith shall be secured hereby and shall be immediately
repaid by  Grantor to Grantee  with  interest  thereon at the lesser of the rate
stated in the Note or the maximum  permitted by law.  Grantee  shall be the sole
judge of the necessity for any action,  payment or  performance by Grantee under
this section and of the legality,  validity and priority of any such tax,  lien,
assessment,  charge, claim and premium, of the necessity for any such action and
of the amount  necessary to be paid in satisfaction  thereof.  Grantee is hereby
empowered  to enter and to  authorize  others to enter upon the  Premises or any
part  thereof for the purpose of  performing  or  observing  any such  defaulted
covenant,  condition or term,  without thereby becoming liable to Grantor or any
person in possession holding under Grantor.

         1.10 RECORDS AND REPORTS.  Grantor shall maintain complete and accurate
books and records  pertaining  to the  ownership,  operation  and leasing of the
Premises.  Grantee  shall  have the right to  inspect  all books and  records of
Grantor pertaining to the ownership,  operation and leasing of the Premises,  at
any time at the place of business of Grantor.  Grantor shall, without expense to
Grantee,  within thirty (30) days after the close of each  calendar  quarter and
within ninety (90) days after the close of the fiscal or operational year of the
Premises,  furnish a balance  sheet and a  statement  of the  operations  of the
Premises  showing in reasonable  detail:  (i) gross revenues and other income of
the Premises;  (ii)  operating  expenses such as taxes,  assessments,  insurance
premiums, repairs, maintenance,  salaries and wages; (iii) net operating income;
<PAGE>
and (iv)  depreciation  claimed for federal income tax purposes.  Such financial
reports shall be certified to and sworn under oath to be correct by Grantor,  if
an individual or by the chief executive officer, or chief financial officer or a
general  partner  in  Grantor  is a  business  entity.  In the event of  default
hereunder or on demand of Grantee, such reports will be audited and certified by
a  certified  public  accountant  as  in  accordance  with  generally   accepted
accounting principles.

         1.11 CONDEMNATION.  If all or any part of the Premises shall be damaged
or taken through  condemnation (which term shall include any damage or taking by
any  governmental  authority  under the power of eminent domain or otherwise and
any transfer by private sale or conveyance in lieu thereof),  either temporarily
or permanently, Grantee shall be entitled to all compensation,  awards and other
payments or relief thereof, and Grantee is hereby authorized,  at its option, to
commence,  appear in and prosecute,  in its own or Grantor's name, or compromise
any claim in  connection  therewith.  All such  compensation,  awards,  damages,
claims, rights of action and proceeds and the rights thereto are hereby conveyed
and  assigned  by Grantor to Grantee.  Grantee may deduct from all  condemnation
proceeds received by it, its expenses (including  attorneys fees) related to the
condemnation  and may  release  all or any part of the  monies  so  received  to
Grantor or for  restoration  of the  Premises,  or Grantee may apply the same in
such  manner  and  amount as  Grantee  may  determine  to the  reduction  of the
indebtedness   secured  by  this  Deed.  No  such  release  or   application  of
condemnation  proceeds  shall  affect  the lien or title of this  Deed.  Grantor
agrees to execute such further assignment of any compensation,  awards, damages,
claims, rights of action and proceeds as Grantee may require. The payment of any
condemnation  proceeds  to Grantee  shall not excuse or delay the payment of any
installment of the indebtedness secured by this Deed.

         1.12 SECURITY  AGREEMENT.  As to that portion of the Premises (if any)
which constitutes  personal  property,  as opposed to real property or fixtures,
this Deed shall  constitute  a security  agreement,  and  Grantee,  as a secured
party,  shall have all of the rights and  remedies of a secured  party under the
Uniform  Commercial Code in addition to the rights and remedies provided in this
Deed or in any other instrument evidencing or securing the Note or by applicable
law. Without implying that other means of disposition  would not be commercially
reasonable,  the  parties  agree  that it would be  commercially  reasonable  to
foreclose  the personal  property (if any)  encumbered  by this Deed in the same
foreclosure  sale at which the real estate  conveyed by this Deed is foreclosed,
either with or without  conducting  a separate  bid for the  personal  property.
Nevertheless,  to the full extent  permitted  by law,  all parts of the Premises
shall be deemed to be real property or fixtures and a part of the freehold,  and
not personal property.  The information  provided in Exhibit "B" attached hereto
is provided in order that this Deed shall  comply with the  requirements  of the
Uniform  Commercial  Code as a financing  statement.  Grantor  warrants that the
information  provided  in Exhibit  "B"  regarding  Grantor as debtor is true and
correct.

         1.13 OBLIGATIONS  VALID.  Grantor covenants and warrants that the Note,
this Deed, and the other  instruments  securing the Note or relating to the loan
evidenced by the Note are valid,  binding and  enforceable  in  accordance  with
their terms,  and that the  execution and delivery of said  instruments  and the
performance by Grantor of Grantor's  obligations  thereunder do not and will not
contravene  any law or  regulation,  nor shall they  violate or  contravene  the
provisions of any mortgage, deed of trust, deed to secure debt, joint venture or
partnership  agreement,  banking  agreement,  credit  agreement  nor  any  other
agreement, or any judgment, order or decree affecting Grantor or the Premises or
to which Grantor may be bound.
<PAGE>
         1.14 IDENTITY OF GRANTOR.  The  identity of Grantor and the  continued
ownership of the Premises by Grantor is a material  inducement  to the making of
the loan secured by this instrument. Therefore, Grantor agrees not to convey the
Premises  or any part  thereof or interest  therein,  either  voluntarily  or by
operation of law, or to encumber the Premises or secure  secondary  financing on
the Premises, without the written consent of Grantee.

         1.15 HAZARDOUS WASTE.  Grantor  warrants and represents to Grantee,  to
the best of its knowledge  after diligent  inquiry and  investigation,  that the
Premises  is not now and has  never  been  used  for the  manufacture,  storage,
handling,  use or disposal of any  hazardous,  toxic,  radioactive  or dangerous
material or waste.  Grantor covenants with Grantee that the Premises will not be
used for the manufacture,  storage, handling, use or disposal of such materials,
nor will any such  materials be brought on or kept about the  Premises.  Grantor
will indemnify and hold Grantee harmless from and against any such claim or loss
as a  result  of a  breach  of  the  foregoing  representations  and  covenants,
including, but not limited to, costs of clean-up, removal, fines, damage awards,
attorneys'  fees and court costs.  This indemnity  survives the repayment of the
Note and discharge of this instrument.

         1.16 MONTHLY  DEPOSITS.  Upon an event  of  default  hereunder  and at
Grantee's  option,  to further  secure the  payment  of taxes,  assessments  and
premiums  for hazard  insurance  on the  Premises,  Grantor  will  deposit  with
Grantee, on the due date of each monthly installment under the Note, a sum which
in the  estimation  of Grantee  shall be equal to  one-twelfth  (1/12th)  of the
annual taxes,  assessments and hazard insurance premiums for the Premises;  said
deposits to be held by Grantee  free of interest and free of any liens or claims
on the part of  creditors  of Grantor and as a part of the  security of Grantee.
Such sums shall be used by Grantee to pay current taxes,  assessments and hazard
insurance premiums on the Premises as the same accrue and are payable,  but said
sums shall not be deemed  trust  funds and may be  commingled  with the  general
funds of  Grantee.  Grantee  shall be under  no  obligation  to pay such  taxes,
assessments and hazard insurance  premiums unless sufficient funds are available
from said deposits to pay same, and if said deposits are  insufficient,  Grantor
will deposit with Grantee an additional  sum or sums as may be required in order
for Grantee to pay such taxes, assessments and hazard insurance premiums in full
when due.  Upon any default  under the  provisions  of this  indenture or in the
Note,  Grantee may, at its option,  apply any money in the funds  resulting from
said deposits to the payment of the  indebtedness  secured hereby in such manner
as it may elect.

                                   ARTICLE II
                                   ----------

         2.01 EVENT OF  DEFAULT.  The term  "default"  or "event  of  default,"
wherever  used in this  indenture,  shall mean any one or more of the  following
events:

         (a) Should the  indebtedness  secured  hereby,  or any part  thereof or
interest or charge thereon, not be paid when due.

         (b) Should any other covenant, condition, or agreement of Grantor under
this indenture not be duly and promptly performed or observed,  and such failure
is not cured within fifteen (15) days after notice of such default from Grantee.
<PAGE>
         (c) Any  assignment  by  Grantor or any  guarantor  of the Note for the
benefit of creditors, or the appointment of a receiver, liquidator or trustee of
Grantor or for any of Grantor's or any  guarantor's  property,  or the filing of
any voluntary  petition for the  bankruptcy,  reorganization  or  arrangement of
Grantor or any guarantor  pursuant to the Federal Bankruptcy Code or any similar
statute,  or the  adjudication  of Grantor  or any  guarantor  as a bankrupt  or
insolvent,  or if Grantor or any guarantor  dies or is dissolved,  terminated or
expires.

         (d) An event of  default  occurs  under  and as  defined  in any of the
Additional  Loan  Documents  or any  and all  other  documents,  instruments  or
writings  between the parties in connection  with or related to the loan made by
Grantee to Grantor.

         (e)  Filing  of any  federal  tax lien or claim of lien for  labor  and
material  against  Grantor or the Premises,  if the same shall not be removed by
payment or bond  within  thirty  (30) days from the date of record in the county
land records.

         (f) If any claim of priority over this deed by title,  lien (which lien
is not  removed by bond) or  otherwise  be  asserted  in any legal or  equitable
proceeding  and the title  insurer of Grantor's  interest  fails to promptly and
unconditionally acknowledge that it will indemnify and defend against same.

         (g) If Grantor  violates Section 1.14 above or conveys,  transfers,  or
encumbers  the  Premises  or  any  part  thereof  or  interest  therein,  either
voluntarily or by operation of law,  without first obtaining the written consent
of Grantee.

The  foregoing  events of default  shall  occur  without  notice to or demand on
Grantor or any other  person and without  grace period or  opportunity  to cure,
except as is specifically set forth herein.

         2.02 ACCELERATION  OF  MATURITY.  If an event of  default  shall  have
occurred, then the whole unpaid principal sum of the indebtedness secured hereby
with interest  accrued thereon shall,  at the option of Grantee,  become due and
payable  without notice or demand,  time being of the essence of this indenture;
and no  omission  or delay on the part of Grantee to  exercise  such option when
entitled so to do shall be considered as a waiver of such right.

         2.03 RIGHT OF GRANTEE TO ENTER AND TAKE POSSESSION.

         (a) If an event of  default  shall  have  occurred  and be  continuing,
Grantor, upon demand of Grantee, shall forthwith surrender to Grantee the actual
possession of the Premises and if, and to the extent  permitted by law,  Grantee
may enter and take  possession  of the  Premises  and may  exclude  Grantor  and
Grantor's agents and employees wholly therefrom.

         (b) Upon every such  entering  and taking of  possession,  Grantee  may
hold, store, use, operate, manage, control and maintain the Premises and conduct
the business  thereof,  and from time to time: (i) make all necessary and proper
repairs, renewals, replacements,  additions and improvements thereto and thereon
and purchase or otherwise  acquire  additional  fixtures,  personalty  and other
property; (ii) insure or keep the Premises insured; (iii) manage and operate the
Premises and exercise all the rights and powers of Grantor in its name; and (iv)
enter into any and all agreements  with respect to the exercise by others of any
<PAGE>
of the powers  herein  granted  Grantee,  all as  Grantee  may from time to time
determine to be to its best  advantage;  and Grantee may collect and receive all
of the income,  rents, profits,  issues and revenues of the Premises,  including
the past due as well as those accruing  thereafter and, after deducting (aa) all
expenses of taking,  holding,  managing and  operating  the Premises  (including
compensation for the services of all persons  employed for such purposes);  (bb)
the cost of all such maintenance,  repairs, renewals,  replacements,  additions,
improvements  and  acquisitions;  (cc) the cost of  insurance;  (dd) such taxes,
assessments  and other  charges  prior to the lien of this  indenture as Grantee
shall determine to pay; (ee) other charges upon the Premises or any part thereof
as Grantee  shall  determine to pay; and (ff) the  compensation  and expenses of
attorneys and agents of Grantee as provided in this instrument; the remainder of
the money so  received  by Grantee  shall  apply first to the payment of accrued
interest, and then to the payment of principal on the Note or other indebtedness
secured hereby.

         (c) For the purpose of carrying out the  provisions  of this  Paragraph
2.03,  Grantor  hereby  constitutes  and  appoints  Grantee  the true and lawful
attorney-in-fact  of Grantor to do and perform,  from time to time,  any and all
actions  necessary and  incidental to such purpose and does, by these  presents,
ratify and confirm any and all actions of said attorney-in-fact.

         (d) Whenever all such events of default have been cured and  satisfied,
Grantee shall surrender possession of the Premises to Grantor, provided that the
right of Grantee to take possession from time to time pursuant to Paragraph 2.03
shall exist if any subsequent event of default shall occur and be continuing.

         2.04 APPOINTMENT OF A RECEIVER.

         (a) If an event of  default  shall  have  occurred  and be  continuing,
Grantee,  upon  application  to a court  of  competent  jurisdiction,  shall  be
entitled,  without notice and without regard to the adequacy of any security for
the indebtedness  hereby secured or the solvency of any party or guarantor bound
for its payment,  to the  appointment of a receiver to take possession of and to
operate the Premises  and to collect the rents,  profits,  issues,  and revenues
thereof,  and apply the same to payment of the debt secured by this  Mortgage or
as the court may direct. The receiver shall have all rights and powers permitted
by law and as are conferred by the court making such appointment.

         (b) Grantor  will pay to Grantee  upon demand all  expenses,  including
receivers' fees,  reasonable  attorney's  fees, costs and agents'  compensation,
incurred  pursuant to the provisions  contained  within this Paragraph 2.04, and
all such expenses shall be secured by this indenture.  Grantee may loan funds to
a receiver for use in connection  with the receiver's  duties or the Premises on
terms  satisfactory  to Grantee and the  receiver,  and any notes or  receiver's
certificate evidencing such loans shall be secured by this Deed.

         2.05 ENFORCEMENT.

         (a) If an event of default shall have occurred, Grantee, at its option,
may sell the  Premises or any part of the Premises at one or more public sale or
sales before the door of the  courthouse  of the county in which the Premises or
any part of the Premises is situated,  to the highest  bidder for cash, in order
to pay the  Indebtedness,  and all  expenses of sale and of all  proceedings  in
connection therewith, including attorneys' fees in the amount of fifteen percent
<PAGE>
(15%) of the principal and interest owed to Grantee, after advertising the time,
place and terms of sale  once a week for four (4)  weeks  immediately  preceding
such sale (but  without  regard to the number of days) in a  newspaper  in which
Sheriff's sales are advertised in said county. At any such public sale,  Grantee
may execute and deliver to the  purchaser a  conveyance  of the  Premises or any
part of the Premises in fee simple with full  warranties  of title,  and to this
end   Grantor   hereby   constitutes   and   appoints   Grantee  the  agent  and
attorney-in-fact  of Grantor to make such sale and  conveyance,  and  thereby to
divest  Grantor of all right,  title and equity that  Grantor may have in and to
the Premises and to vest the same in the purchaser or purchasers at such sale or
sales, and all the acts and doings of said agent and attorney-in-fact are hereby
ratified and confirmed and any recitals in said  conveyance or conveyances as to
facts  essential to a valid sale shall be binding upon  Grantor.  The  aforesaid
power of sale and agency  hereby  granted are coupled  with an interest  and are
irrevocable  by death or  otherwise,  are  granted  as  cumulative  of the other
remedies  provided hereby or by law for collection of the  indebtedness  secured
hereby and shall not be exhausted  by one exercise  thereof but may be exercised
until full payment of all of the  indebtedness  secured hereby.  In the event of
any sale under this Deed by virtue of the exercise of the powers herein granted,
or pursuant to any order in any judicial  proceeding or otherwise,  the Premises
may be sold as an entirety or in separate parcels and in such manner or order as
Grantee in its sole discretion may elect, and if Grantee so elects,  Grantee may
sell the personal property covered by this Deed at one or more separate sales in
any manner permitted by the Uniform Commercial Code of the State of Georgia, and
one or more  exercises of the powers  herein  granted shall not  extinguish  nor
exhaust such  powers,  until the entire  Premises  are sold or the  indebtedness
secured  hereby is paid in full. If the  indebtedness  secured  hereby is now or
hereafter  further  secured by any  chattel  mortgages,  pledges,  contracts  of
guaranty, assignments of lease or other security instruments, Grantee may at its
option  exhaust the  remedies  granted  under any of said  security  instruments
either  concurrently  or  independently,  and  in  such  order  as  Grantee  may
determine.  Grantee  may,  in addition  to and not in  abrogation  of the rights
covered  under this  paragraph  2.05,  either  with or  without  entry or taking
possession as herein provided or otherwise, proceed by a suit or suits in law or
in equity or by any  other  appropriate  proceeding  or  remedy  (i) to  enforce
payment  of the Note or the  performance  of any term,  covenant,  condition  or
agreement  of this Deed or any other  right or (ii) to pursue  any other  remedy
available to it, all as Grantee at its sole discretion shall elect.

         2.06 AUTHORITY TO CONVEY.  At and after any such public sale,  Grantee
may execute and deliver to the  purchaser a  conveyance  of the  Premises or any
part of the Premises  with full  warranties of title,  and to this end,  Grantor
hereby  constitutes  and  appoints  Grantee  the agent and  attorney-in-fact  of
Grantor to make such sale and conveyance pursuant to Paragraph 2.05 through 2.07
hereof, and thereby to divest Grantor of all right, title or equity that Grantor
may  have in and to the  Premises  and to vest  the  same  in the  purchaser  or
purchasers  at such sale or sales,  and all of the acts and doings of said agent
and attorney-in-fact are hereby ratified and confirmed, and any recitals in said
conveyance or conveyances as to facts essential to a valid sale shall be binding
on Grantor.  The aforesaid  power of sale and agency hereby  granted are coupled
with an  interest  and are  irrevocable  by death or  otherwise,  are granted as
cumulative  of  the  other  remedies  provided  by  law  for  collection  of the
indebtedness  secured  hereby,  and shall not be  exhausted  by any one exercise
thereof but may be exercised until full payment of all such sums secured hereby.

         2.07 APPLICATION  OF THE  PROCEEDS OF SALE.  Upon any such public sale
pursuant to the  aforementioned  power of sale and agency,  the proceeds of such
sale shall be applied first to the expenses of such sale and all  proceedings in
<PAGE>
connection  therewith  (including  attorneys'  fees in the  amount of 15% of the
principal and interest due under the Note if the  foreclosure  is referred to or
handled by an  attorney-at-law),  then to payment  of the  indebtedness  secured
hereby and all accrued  interest  thereon,  then to insurance  premiums,  liens,
assessments, taxes and charges, including utility charges, with accrued interest
thereon,  and the  remainder,  if any,  shall be paid to Grantor or other person
entitled thereto.

         2.08 LEASES. Grantee may, at its option, foreclose this Deed subject to
the rights of any tenant of the  Premises or may agree not to disturb the rights
of any  tenant,  and such  event  shall  not be  asserted  as a  defense  to any
foreclosure or deficiency judgment. No foreclosure hereunder shall terminate any
lease of any tenant of the Premises whose rights are  subordinated  to this Deed
unless Grantee or the purchaser at foreclosure  sale shall, at its option and in
its sole discretion, elect to terminate any one or more leases or tenant rights,
and shall notify the tenant that its rights are terminated.

         2.09 GRANTOR AS TENANT  HOLDING  OVER.  In the event of any public sale
pursuant to the  aforesaid  power of sale and agency,  or any other  foreclosure
sale of the Premises,  Grantor shall be deemed a tenant  holding over, and shall
forthwith  deliver  possession to the purchaser or purchasers at such sale or be
summarily  dispossessed  according to  provisions  of law  applicable to tenants
holding over.

         2.10 GRANTEE'S RIGHT TO PURCHASE.  In the event of any sale pursuant to
the  aforesaid  power of sale and  agency or any other  foreclosure  sale of the
Premises,  Grantee shall be entitled to bid at said sale and, if successful,  to
purchase and acquire the Premises or any part  thereof or interest  therein.  In
such event Grantee may, in lieu of paying in cash therefor,  make settlement for
the purchase price by crediting  against the indebtedness  secured by this Deed,
the net sales price,  after  deducting the expenses of sale and other sums which
Grantee is authorized to deduct under Paragraph 2.07, above.

         2.11 DISCONTINUANCE OF PROCEEDINGS AND RESTORATION OF THE PARTIES.  In
case  Grantee  shall have  proceeded  to enforce any right or remedy  under this
indenture by receiver,  entry or otherwise, and such proceedings shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to Grantee,  then, and in every such case, Grantor and Grantee shall be restored
to their  former  positions  and rights  hereunder,  and all rights,  powers and
remedies of Grantee shall continue as if no such proceeding has been taken.

         2.12 REMEDIES  CUMULATIVE.  No right, power or remedy conferred upon or
reserved to Grantee by this  indenture or the Note,  the Assignment of Rents and
Leases, Loan Agreement or any other document relating to or securing the loan is
intended to be exclusive of any other right, power or remedy, but each and every
such right,  power and remedy shall be cumulative and concurrent and shall be in
addition  to any  other  right,  power  and  remedy  given  hereunder  or now or
hereafter existing at law or in equity or by statute. No act of Grantee shall be
construed as a waiver or as an election to proceed under any provision herein or
the other documents evidencing the loan or securing same to the exclusion of any
other  provisions,  and  Grantee  shall have the right to  exercise  any and all
rights and  remedies  severally  or  concurrently  as Grantee  shall see fit. No
release or  subordination  by Grantee  of any part of the  Premises,  nor of any
collateral  or obligation  securing the Note shall  release or impair  Grantee's
rights as to property not released in writing.
<PAGE>
         2.13 WAIVER. GRANTOR ACKNOWLEDGES THE RIGHTS GIVEN HEREIN TO GRANTEE TO
ACCELERATE  THE DEBT SECURED  HEREBY AND TO SELL THE PREMISES AT PUBLIC  AUCTION
PURSUANT TO THE POWER OF ATTORNEY  GRANTED HEREIN.  GRANTOR WAIVES ANY RIGHTS TO
NOTICE AND  HEARING  PRIOR TO SUCH SALE  UNDER  POWER,  OTHER THAN AS  EXPRESSLY
PROVIDED IN THIS DEED.  GRANTOR  WAIVES ALL RIGHT OR EQUITY OF REDEMPTION IN THE
PREMISES AFTER A FORECLOSURE SALE.


                                   ARTICLE III
                                   -----------

         3.01 SUCCESSORS AND ASSIGNS  INCLUDED IN PARTIES.  The words "Grantor"
and  "Grantee",  whenever  used  herein,  shall  include the  respective  heirs,
executors, administrators, legal representatives, successors, and assigns of the
parties   hereto,   and  all  those   holding  under  either  of  them  and  the
successors-in-title  to Grantor.  The pronouns used herein shall  include,  when
appropriate,  either masculine,  feminine or neuter gender and both singular and
plural number.

         3.02 HEADINGS.   The  headings  of  the  sections,   paragraphs   and
subdivisions of this indenture are for convenience of reference only, are not to
be  considered a part hereof and shall not limit or otherwise  affect any of the
terms hereof.

         3.03 INVALID  PROVISIONS  TO AFFECT NO OTHERS.  If  fulfillment  of any
provisions hereof or any transaction  related hereto or to the Note, at the time
performance  of such  provisions  shall be due, shall involve  transcending  the
limit of validity  prescribed  by law,  the  obligation  to be  fulfilled  shall
automatically  be  reduced to the limit of such  validity;  and if any clause or
provisions  herein  contained  operates  or would  operate  to  invalidate  this
indenture in whole or in part,  then such clause or provision only shall be held
for naught, as though not herein contained,  and the remainder of this indenture
shall remain operative and in full force and effect.

         3.04 DEPARTURE  FROM TERMS.  Any indulgence or departure at any time by
the  Grantee  from any of the  provisions  hereof  or of any  obligation  hereby
secured,  or failure to exercise rights and remedies,  shall not modify the same
or relate to the future, or waive future compliance therewith by Grantor.

         3.05 INTEREST.  Any sums which may be due to Grantee  hereunder  before
default shall bear interest at the  pre-default  rate  specified in the Note and
after  default,  at Grantee's  option,  shall bear  interest at the default rate
specified in the Note or the highest rate permitted by applicable law, whichever
is less.

         3.06 NOTICES.  Any notice or demand from Grantee to Grantor under this
Deed or the Note  shall be  deemed  delivered  if such  notice  or  demand is in
writing and is deposited in the United  States mail  addressed to Grantor at the
address in the  caption  of this  instrument  (or such other  address as Grantor
shall have notified  Grantee in writing) or by delivery of such notice or demand
to said  address.  Notice  shall be deemed  received  on the date  delivered  to
Grantor's  address  or the  next  day  after  same is  mailed  by  certified  or
registered mail.
<PAGE>
         3.07 WAIVER OF  HOMESTEAD.  Grantor  hereby  waives and  renounces  all
homestead and exemption  rights provided for by the Constitution and laws of the
United  States  and  any  state  thereof  as  against  the   collection  of  the
indebtedness secured hereby and any part thereof. Grantor covenants and warrants
that the Premises is not the homestead of Grantor.

         3.08 TIME OF ESSENCE.  Time is of the essence  with respect to each and
every  covenant,  agreement and  obligation of Grantor under this Security Deed,
the Note and any other  instrument  now or  hereafter  evidencing,  securing  or
otherwise relating to the indebtedness secured hereby.



                      {Signatures appear on following page}

<PAGE>


         IN WITNESS WHEREOF, Grantor has signed and sealed this instrument as of
the day and year first above written.

                                 GRANTOR:

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

                                 By:  Vinings Investment Properties Trust,
                                      a Massachusetts business trust,
                                      as general partner
Signed, sealed and delivered in
the presence of:


/s/ Christine Stomper             By:  /s/ Peter D. Anzo                (SEAL)
---------------------                 --------------------------------
Unofficial Witness                    Peter D. Anzo,  Chief  Executive  Officer
                                      of Vinings  Investment  Properties Trust,
                                      on behalf of all Trustees
/s/ Clifford A. Barshay
-----------------------
Notary Public

(NOTARIAL SEAL)

My Commission Expires:
March 22, 2003