AMENDMENT
                                       TO
                           COMMERCIAL CREDIT AGREEMENT
                           ---------------------------

     THIS AMENDMENT TO COMMERCIAL CREDIT AGREEMENT (this  "Amendment"),  is made
and entered into as of the 1st day of July,  1998, by and between  HARDWICK BANK
AND TRUST  COMPANY  ("Hardwick"),  and the  TRUSTEES OF THE  VININGS  INVESTMENT
PROPERTIES TRUST, a Massachusetts business trust ("Borrower")-

                                   WITNESSETH:

     WHEREAS,  Hardwick  and  Borrower  have  heretofore  entered into a certain
Commercial Credit Agreement (hereafter the "Credit  Agreement"),  dated June 28,
1997,  pursuant to the terms of which Hardwick,  among other things,  opened and
extended  to  Borrower a line of credit in the amount of TWO  MILLION AND NO/100
DOLLARS ($2,000,000.00); and

     WHEREAS,  the Borrower has requested  that Hardwick  extend the Credit Line
Termination Date established in said Credit  Agreement,  and Hardwick is willing
to do so upon the terms and conditions of this Agreement;

     NOW, THEREFORE,  in consideration of the premises and One Dollar ($1.00) in
hand  paid  by  each  party  to  the  other,   and  further  good  and  valuable
considerations,   the  receipt  and  legal   sufficiency  of  which  are  hereby
acknowledge, the parties hereto do mutually agree as follows:

     Section 1. The "Credit Line Termination  Date" as set forth in Section 1.08
of the Credit  Agreement  is hereby  deleted and the  following  is  substituted
therefore:

          1.08 "Credit Line Termination Date": December 28, 1998.

     Section 2. Representations and Warranties of Borrower.  As an inducement to
Hardwick to enter into this Amendment, the Borrower hereby represents, covenants
and warrants as follows:

          (a) The Borrower has duly executed and delivered  this  Amendment free
     of duress,  coercion  and other  defenses to the  execution,  delivery  and
     performance hereof. This Amendment, the Credit Agreement, and all Financing
     Documents  (as  defined in Credit  Agreement)  are the valid,  binding  and
     legally  enforceable  obligations of the Borrower,  enforceable against the
     Borrower in accordance with their respective terms.

          (b) Each of the representations,  warranties and certifications of the
     Borrower  contained in the Credit  Agreement and this Amendment is accurate
     and complete in all respects on the date of this Amendment.

          (c) There  does not now exist any  condition  which with the giving of
     notice or the lapse of time, or both,  would  constitute a default or Event
     of Default under the terms of the Agreement.

     Section 3.  Construction of the Credit  Agreement.  From and after the date
hereof, the Credit Agreement and each of the Financing  Documents (as defined in
the Agreement) shall be construed, interpreted and enforced by reference to this
Amendment,  and to the  extent  that the  terms of this  Amendment  vary from or
contradict the terms of the Credit  Agreement the terms of this Amendment  shall
govern.

     Section  4.  Binding  Effect.  The  Credit  Agreement,  as  amended by this
Amendment,  shall  remain  in  full  force  and  effect  except  to  the  extent
specifically set forth herein.  This Amendment shall inure to the benefit of and
be  binding  upon the  parties  hereto  and their  respective  executors,  legal
representatives, successors and assigns.

     Section 5. Governing Law. This Amendment has been prepared and entered into
in the State of  Georgia  and with the  intention  that the laws of the State of
Georgia shall govern its construction, interpretation and enforcement.

     IN WITNESS  WHEREOF,  the parties hereto have hereunto  affixed their hands
and seals on the day and year first above written.

VININGS INVESTMENT PROPERTIES TRUST      HARDWICK BANK AND TRUST COMPANY
                             
By: /s/ Peter D. Anzo                    By: /s/ Marshall Mauldin 
---------------------------------        -------------------------------
Peter D. Anzo, Authorized Trustee,       Title: President
on behalf of all of the Trustees