SECOND AMENDMENT TO LETTER OF CREDIT AND
                             REIMBURSEMENT AGREEMENT


         This Second Amendment to Letter of Credit and  Reimbursement  Agreement
dated as of October 31, 1998 (the  "Amendment"),  between Abrams Riverside,  LLC
(the "Company") and NationsBank, N.A. (the "Bank").

                                    RECITALS

         The Bank agreed to issue a Letter of Credit on November 12, 1997 in the
amount of  $11,000,000.00,  for the  benefit  of certain  trustees  as set forth
therein, and for the account of the Company (the "Letter of Credit").

         The  obligation  of the  Company  to repay  the  Letter  of  Credit  is
evidenced by a Letter of Credit and  Reimbursement  Agreement  dated November 1,
1997 (the  "Agreement") as amended by that certain Amendment to Letter of Credit
and Reimbursement Agreement dated September 1, 1998.

         The Company and the Bank wish to amend  certain  terms of the Agreement
as herein provided.

         NOW THEREFORE,  in  consideration  of the mutual  agreements  contained
herein and other  good and  valuable  consideration,  receipt of which is hereby
acknowledged, the parties agree as follows:

          Section 1. Definitions. Unless otherwise defined herein, terms defined
in the Agreement shall have the same meanings when used herein.

          Section 2.  Amendments.  Effective as provided in Section 3 hereof and
subject to the  provisions of Section 3 hereof,  the Agreement is hereby amended
as follows:

          A. Section 5.12 hereby  deleted in its  entirety,  with the  following
          being substituted in lieu thereof:


                  "Section 5.12 FINANCIAL COVENANTS.

                  Until the termination of this Reimbursement  Agreement and the
         expiration or cancellation of the Letter of Credit and the indefeasible
         satisfaction  and  payment in full of all  Obligations,  the  following
         financial covenants will be maintained:
<PAGE>

                  (i) TOTAL  LIABILITIES TO TANGIBLE NET WORTH.  The Company and
         Abrams Fixture Corporation,  ("Fixture"),  a wholly owned subsidiary of
         Abrams Industries,  Inc., shall maintain on a combined basis a ratio of
         Total Liabilities to Tangible Net Worth of not greater than 3.0 to 1.0,
         quarterly,  commencing  October 31, 1998 and on each fiscal quarter-end
         thereafter.

                  As  used  above,   Tangible  Net  Worth  shall  be  calculated
         quarterly,  commencing  October 31, 1998 and on each fiscal quarter-end
         thereafter  and  shall be  defined  (A) for  Fixture  as the sum of (i)
         common  stock,  paid-in  capital  and  retained  earnings  shown on the
         Fixture's  balance  sheets,  minus  (ii) the  intangible  assets of the
         Fixture as determined in accordance with generally accepted  accounting
         principles,  which includes, but is not limited to, goodwill, covenants
         not to compete,  capitalized  patents and  trademarks,  and (B) for the
         Company as the sum of (i) common stock and paid-in capital shown on the
         Company's  balance  sheets,  minus  (ii) the  intangible  assets of the
         Company as determined in accordance with generally accepted  accounting
         principles,  which includes, but is not limited to, goodwill, covenants
         not to compete, capitalized patents and trademarks.

                  (ii) DEBT SERVICE  COVERAGE  RATIO.  Abrams  Industries,  Inc.
         shall  maintain a Debt Service  Coverage Ratio of not less than 1.10 to
         1.0 at the end of each  fiscal  quarter  commencing  April 30, 1998 and
         ending April 30,  2000,  and of not less than 1.15 to 1.0 at the end of
         each fiscal quarter  commencing  July 31, 2000,  based upon the present
         fiscal quarter and the previous three quarters.  Debt Service  Coverage
         shall  be   defined  as   earnings   before   interest,   depreciation,
         amortization  and  other  non-cash  expenses,   less  distributions  or
         dividends   divided  by  the  sum  of  interest  expense  plus  current
         maturities of long-term debt and capital leases."

          B. Section 9.1 shall be amended by changing the address of the Company
          to read as follows:

                  Abrams Riverside, LLC
                  c/o Abrams Properties, Inc.
                  1945 The Exchange, Suite 400
                  Atlanta, Georgia 30339
                  Attn:  Melinda S. Garrett
                  Telephone:        (770) 953-1777
                  Telecopy:         (770) 953-9922

         Section 3. Effective Date. The amendments to the Agreement set forth in
Section 2 hereof shall be effective  and binding on all the parties on and as of
October  31,  1998  (the  "Effective  Date"),  provided  that all the  following
conditions precedent have been satisfied on such date:

<PAGE>

     (a) The Bank shall have received one or more counterparts of this Amendment
executed by each of the parties hereto.

     (b) No Event of Default shall have occurred and be continuing and no status
or  condition  exists  which with the giving of notice or the passage of time or
both would  constitute  an Event of Default,  Section  5.12 (i) and (ii) of this
Amendment will not be maintained for the fiscal quarter ending January 31, 1999,
and the  representations of the Company in Section 4 hereof shall be true on and
as of the Effective  Date with the same force and effect as if made on and as of
the Effective  Date;  and no lawsuit or proceeding  shall be pending (or, to the
knowledge of the  Company,  threatened)  against the Company  which is likely to
have a material  adverse  effect upon the financial  condition of the Company or
upon the ability of the Company to carry out the  transactions  contemplated  by
this Amendment and the Agreement as amended hereby.

         Section 4. Representations,  Etc. The Company represents, covenants and
warrants  to the Bank that:  (i) as of the date  hereof no Event of Default  has
occurred  and is  continuing  and no status or  condition  exists which with the
giving of notice or the  passage  of time or both would  constitute  an Event of
Default,  Section 5.12 (i) and (ii) of this Amendment will not be maintained for
the fiscal  quarter  ending  January 31, 1999 and (ii) the  representations  and
warranties  contained in Article 4 of the Agreement as amended hereby, with each
reference in such Article 4 to "this Agreement", "hereto", "hereof" and terms of
similar import taken as a reference to the Agreement as amended hereby.

         Section 5.  Agreement.

     (a) Except as  specifically  amended  hereby,  the  Agreement  shall remain
unchanged  and  continue  in full  force  and  effect  in  accordance  with  the
provisions  thereof  as in  existence  on the date  hereof.  From and  after the
Effective  Date,  each  reference in the Agreement  (including  all Exhibits and
Schedules thereto) to "this Agreement,"  "hereto," "hereof" and terms of similar
import taken as a reference to the Agreement and all references to the Agreement
in any documents,  instruments,  certificates,  notes, bonds or other agreements
executed in  connection  therewith  shall be deemed to refer to the Agreement as
amended hereby.

     (b) The  Company  agrees  that all  collateral  given as  security  for the
Agreement  secures,  and shall  continue to secure,  the  Agreement,  as amended
hereby.

     (c) The Company  waives and  releases  the Bank from any and all claims and
defenses with respect to the Agreement and any and all  documents,  instruments,
certificates, notes, bonds or other agreements executed in connection therewith.

     (d) This  Amendment (i) is limited  precisely as specified  herein and does
not constitute nor shall be deemed to constitute a  modification,  acceptance or
waiver of any other provision of the Agreement,  or any documents,  instruments,

<PAGE>

certificate,  notes, bonds or agreements  delivered in connection  therewith and
(ii) shall not prejudice or be deemed to prejudice any right(s) the Bank may now
have or may in the future have under or in connection  with the Agreement or any
documents,  instruments,  certificates,  notes, bonds or agreements  executed in
connection therewith.

          Section 6.  Applicable  Law. This  Amendment  shall be governed by and
construed in accordance with the laws of the State of Georgia.

          Section 7.  Expenses.  The  Company  will pay:  (i) all  out-of-pocket
expenses of the Bank in connection with the preparation,  execution and delivery
of this Amendment;  (ii) the reasonable  fees of counsel to the Bank,  including
the allocated cost of in-house  counsel;  and (iii) all taxes,  if any, upon any
documents or transactions pursuant to this Amendment.

          Section 8. Counterparts.  This Amendment may be executed in any number
of counterparts,  all of which taken together will constitute one agreement, and
any of the  parties  hereto may  execute  this  Amendment  by  signing  any such
counterpart.

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

                                      Abrams Riverside, LLC
                                      By:  Abrams Properties, Inc.,
                                           Sole member


                                      By:   /s/ Gerald T. Anderson, II
                                      Title:  PRESIDENT & CEO


                                      Attest:  /s/ Melinda S. Garrett
                                      Title:  SECRETARY



                                                        [SEAL]


                                      NationsBank, N.A.


                                      By: /s/ Helen Cease
                                      Title:  SENIOR VICE PRESIDENT