VININGS INVESTMENT PROPERTIES TRUST

                 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED
                              DECLARATION OF TRUST
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         AMENDMENT NO. 2 (the  "Amendment")  to the Second  Amended and Restated
Declaration of Trust of VININGS INVESTMENT  PROPERTIES TRUST (the "Trust") dated
February 6, 1985,  as amended  (the  "Declaration  of Trust"),  made at Atlanta,
Georgia this 25th day of June, 1996 by the Board of Trustees hereunder.

         WHEREAS,  Section 9.3 of the  Declaration  of Trust  provides  that the
Declaration of Trust may be amended by the vote or written consent of a majority
of the  Trustees and of the holders of a majority of the  outstanding  shares of
beneficial interest of the Trust entitled to vote thereon;

         WHEREAS,  the Board of  Trustees  desires to amend the  Declaration  of
Trust to (i)  authorize the Board of Trustees to combine  outstanding  shares of
beneficial  interest of the Trust by way of reverse  share  split,  (ii) provide
that to achieve the general policy  objective of the Trust,  the Trustees intend
to invest the assets of the Trust in multifamily  apartment properties and other
real estate properties which offer the potential to achieve such objective,  and
(iii) eliminate  certain  restrictions on the Trust's  investment  practices and
activities (collectively, the "Amendments");

         WHEREAS,  in accordance  with Section 9.3 of the  Declaration of Trust,
the  Trustees  have  approved  the  Amendments  pursuant to a unanimous  written
consent dated May 23, 1996; and

         WHEREAS,  in accordance  with Section 9.3 of the  Declaration of Trust,
the Amendments have been approved at a meeting of shareholders  held on June 25,
1996,  by the  holders of a majority  of the  outstanding  shares of  beneficial
interest of the Trust entitled to vote thereon;

         NOW, THEREFORE,  the undersigned,  being all the Trustees of the Trust,
do hereby state:

1. Section 2.1 of the  Declaration of Trust is hereby amended in its entirety to
read as follows (new language appearing in italics):

         "2.1 GENERAL STATEMENT OF POLICY. It is the general policy of the Trust
        that the Trustees  invest the Trust Estate  principally  in  investments
        which will conserve and protect the Trust's  invested  capital,  produce
        cash distributions,  and offer the potential for capital appreciation to
        be realized  upon the sale,  refinancing  or other  disposition  of such
        investments.  To achieve this  objective,  the Trustees intend to invest
        the assets of the Trust in Mortgage Loans and Land  Purchase-Leasebacks,
        including  those  with  equity   enhancements,   multifamily   apartment
        properties and other real estate  properties and investments which offer
        the potential to achieve such objective. The consideration paid for Real
        Property  acquired  by the Trust shall  ordinarily  be based on the fair
        market  value  of  the  property  as  determined  by a  majority  of the
        Trustees.  In cases  where a majority  of the  Unaffiliated  Trustees so
        determine,  such fair market value shall be as determined by a qualified
        independent real estate appraiser selected by the Trustees,  including a
        majority  of  the  Unaffiliated  Trustees.  The  Trustees,  including  a
        majority of the  Unaffiliated  Trustees,  shall at least annually review
        the  investment  policies of the Trust to  determine  that the  policies
        being   followed  by  the  Trust  are  in  the  best  interests  of  the
        Shareholders,  and each such  determination and the basis therefor shall
        be set forth in the minutes of meetings of the Trustees."

2. Article VI of the Declaration of Trust is hereby deleted in its entirety.

3. Section 7.1 of the  Declaration of Trust is hereby amended in its entirety to
read as follows (new language appearing in italics):

         "7.1 SHARES. The beneficial interest in the Trust shall be divided into
        transferable  units of a single  class,  all of which are  designated as
        Shares, each without par value, and each Share shall (except as provided
        in Section  7.12) be identical  in all respects  with every other Share.
        The total number of Shares the Trust shall have authority to issue shall
        be  unlimited.  The Shares may be issued for such  consideration  as the
        Trustees shall  determine,  including upon the conversion of convertible
        debt,  or by way of share  dividend or share split in the  discretion of
        the  Trustees.  In  addition  to the  issuance of Shares by way of share
        dividend or share split, the Trustees may combine  outstanding Shares by
        way of reverse  share  split and provide for the payment of cash in lieu
        of any  fractional  interest  in a  combined  Share;  and the  mechanics
        authorized  by the Trustees to implement any such  combination  shall be
        binding upon all Shareholders,  holders of convertible  debt,  optionees
        and others with any  interest  in Shares.  Outstanding  Shares  shall be
        transferable  and  assignable in like manner as are shares of stock of a
        Massachusetts business corporation. Shares reacquired by the Trust shall
        no longer be deemed outstanding and shall have no voting or other rights
        unless  and  until  reissued.  Shares  reacquired  by the  Trust  may be
        cancelled by action of the Trustees.  All Shares shall be fully paid and
        nonassessable  by or on  behalf  of  the  Trust  upon  receipt  of  full
        consideration  for which  they have been  issued or  without  additional
        consideration  if  issued  by way of  share  dividend,  share  split  or
        combination or upon the conversion of convertible debt. The Shares shall
        not  entitle  the  holder  to  preference,  preemptive,  conversion,  or
        exchange  rights of any kind,  except as the Trustees  may  specifically
        determine  with  respect to any Shares at the time of  issuance  of such
        Shares and except as specifically provided by law."

4. This  Amendment  may  executed  in  separate  counterparts,  each of which so
executed and delivered  shall be an original,  but all such  counterparts  shall
together constitute one and the same instrument.

5.  Pursuant  to  Section  10.2  of the  Declaration  of  Trust,  a copy of this
Amendment shall be filed with the Secretary of The Commonwealth of Massachusetts
and with the Boston City Clerk.

EXECUTED as of the 25th day of June, 1996.

TRUSTEES

/s/ Peter D. Anzo                           
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Peter D. Anzo

/s/ Martin H. Petersen                    
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Martin H. Petersen

/s/ Stephanie A. Reed                     
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Stephanie A. Reed

/s/ Gilbert H. Watts, Jr.                  
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Gilbert H. Watts, Jr.

/s/ Phill D. Greenblatt                     
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Phill D. Greenblatt

/s/ Henry Hirsch                             
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Henry Hirsch