MANAGEMENT AGREEMENT
                              --------------------

         This MANAGEMENT AGREEMENT made in Atlanta,  Georgia between The Thicket
Apartments, L.P. ("Owner"), and VIP Management, LLC, ("Agent") a Georgia Limited
Liability Company, shall become effective as of January 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 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.

         1.06  Property.  The 254  unit  apartment  community  known  and  doing
business as The Thicket Apartments,  located at 10 Thicket Way, Decatur, Georgia
30035.  The term Property used herein includes all of the Land,  Building(s) and
the Personal Property collectively associated with the above mentioned apartment
community.
                                   ARTICLE II
                                Term of Agreement
                                -----------------

         2.01 The initial term of this Agreement is two (2) years, commencing on
January  1,  1999  and  ending  on  December  31,  2000.  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
initial term or subsequent renewal 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 or gross  negligence on the part of the Agent,
         its   employees   or  assigns   including   such  acts  as  fraud,
         misappropriation of funds, etc.;

(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.

                                   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 shall not
participate  in the  day-to-day  operation  of the Property and shall not at any
time directly order or instruct any Employees or other personnel  engaged in the
management or operation of the Property.

                                   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;

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

         (c) 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;

         (d) 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); and

         (e) 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:  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 and  reasonable  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.  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 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.  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) Site Manager: A person who is experienced in the administration and
 operation of residential Property.

         (b) Rental  Consultant:  A person who is trained to lease apartments to
qualified  prospective  Residents,  as apartments  become vacant  throughout the
year.

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

         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
Personal Property as are necessary to properly  maintain the Property.  All such
contracts  and  orders  shall be  subject  to the  limitations  set forth in the
approved Budget.  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 or entity in which Agent or
any of Agent's  officers has a financial  interest at a price or fee higher than
that  which  would  have  been  charged  as a result  of bona  fide  arms-length
negotiations.

         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 involving a fundamental change in the character of any
of the buildings or constituting a major new construction  program 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
<PAGE>
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 the rendition of such services.

         (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.

         4.09 Legal Proceedings:  Agent shall, 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  and to protest  increases  in taxes  and/or  assessments  levied
against the Property, or any portion thereof.

         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.

         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.
<PAGE>
         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 five percent (5%) 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 five  dollars
($5.00) 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.

                                   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 as in the Agent's sole discretion,
after providing sufficient reserves, shall be considered available for Owner.

         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  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.

                                  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.

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, A-200
                                    Atlanta, Georgia 30339
                                    Attn: Douglas D. Chasick

         To Owner:                  The Thicket Apartments, L.P.
                                    3111 Paces Mill Road, 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 Attorney's  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.

         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.

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

OWNER: The Thicket Apartments, L.P.
By: /s/ Peter D. Anzo
---------------------
Peter D. Anzo

AGENT: VIP Management, LLC
By /s/ Douglas D. Chasick
------------------------
Douglas D. Chasick