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                                                                 EXHIBIT 10.18


                                   AMENDMENT

          AMENDMENT, dated as of January 29, 1999 (this "Amendment"), to and in 
respect of the Master Loan and Security Agreement, dated as of May 15, 1998 (as 
amended, supplemented or otherwise modified prior to the date hereof, the 
"Existing Loan Agreement", and as amended hereby, the "Loan Agreement"), 
between CHASTAIN CAPITAL CORPORATION, a Georgia corporation (the "Borrower"), 
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York Banking corporation 
(the "Lender").


                                    RECITALS

          The Borrower has requested the Lender to agree to amend certain 
provisions of the Existing Loan Agreement as set forth in this Amendment. The 
Lender is willing to agree to such amendments, but only on the terms and 
subject to the conditions set forth in this Amendment (unless otherwise defined 
herein, terms defined in the Existing Loan Agreement are used herein as therein 
defined).

          NOW, THEREFORE, in consideration of the premises and for other good 
and valuable consideration, the receipt and sufficiency of which is hereby 
acknowledged, the Borrower and the Lender hereby agree as follows:


                                   SECTION 1
                     AMENDMENTS TO EXISTING LOAN AGREEMENT

          1.1   Section 7.10 of the Existing Loan Agreement is hereby amended 
by deleting Section (d) in its entirety and by replacing it with the following:

                "(d)  Maintenance of Liquidity. The Borrower shall at all times 
          maintain cash or cash equivalents acceptable to the Lender in an 
          amount not less than $5,000,000."


                                   SECTION 2
                                 EFFECTIVENESS

          2.1   Effectiveness. This Amendment shall become effective upon 
receipt by the Lender of evidence satisfactory to the Lender that this 
Amendment has been duly executed and delivered by the Borrower and upon its 
execution and delivery by the Lender.


                                   SECTION 3
                                 MISCELLANEOUS

          3.1  No Other Amendments.  Except as expressly amended hereby, the 
Existing Loan Agreement and the other Loan Documents shall remain in full force 
and effect in accordance with their respective terms, without any waiver, 
amendment or modification of any provision thereof.
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          3.2   Counterparts.  This Amendment may be executed by one or more of 
the parties hereto on any number of separate counterparts and all of said 
counterparts taken together shall be deemed to constitute one and the same 
instrument.

          3.3   Expenses.  The Borrower agrees to pay and reimburse the Lender 
for all of the out-of-pocket costs and expenses incurred by the Lender in 
connection with the preparation, execution and delivery of this Amendment, 
including, without limitation, the fees and disbursements of Cadwalader, 
Wickersham & Taft, counsel to the Lender.

          3.4   Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND 
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     In WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed and delivered as of the day and year first above written.




                                       CHASTAIN CAPITAL CORPORATION

                                       BY: /s/ STEVEN GUBENHOFF
                                           --------------------------
                                           Name:  Steven Gubenhoff
                                           Title: CFO


                                       MORGAN GUARANTY TRUST COMPANY OF
                                       NEW YORK, as Lender

                                       By: Olive Bull
                                           --------------------------
                                           Name:  Olive Bull
                                           Title: Vice President


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