Exhibit 10.2.2


             REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


           THIS REGISTRATION  RIGHTS AND LOCK-UP AGREEMENT (this "Agreement") is
made and  entered  into as of March 25,  1997 by and among  Colonial  Properties
Trust, an Alabama real estate investment trust (the "Company"),  Colonial Realty
Limited   Partnership,   a  Delaware   limited   partnership   (the   "Operating
Partnership"), and the Holders (as defined in Section 1 hereof).

           WHEREAS,  on the date hereof the Operating  Partnership  is acquiring
the  Heatherbrooke  Medical and Retail  Center  located in  Birmingham,  Alabama
pursuant to an Agreement  for  Contribution  of Interests  dated as of March 25,
1997 (the "Contribution Agreement") by and between the Operating Partnership and
the partners of Inverness  Family Medical Center Partners,  Ltd.  ("Inverness"),
and in connection therewith, the Holders, as limited partners of Inverness, will
have  their  portion  of the  purchase  price  paid in Class B units of  limited
partnership  interest in the Operating  Partnership  (the "Class B Units") (such
Class B Units and the Class A units of limited  partnership  interest into which
such  Class B Units will be  converted  being  referred  to  hereinafter  as the
"Units");

           WHEREAS,  in order to induce the Holders to approve the  consummation
of the closing  contemplated under the Contribution  Agreement,  the Company has
agreed to grant each of the Holders the registration rights set forth in Section
3 hereof; and

           WHEREAS,  in order to induce the Operating  Partnership to consummate
the closing contemplated under the Contribution  Agreement,  each of the Holders
has agreed to the Lock-up (as defined in Section 2(a) hereof).

           NOW,   THEREFORE,   the  parties  hereto,  in  consideration  of  the
foregoing,  the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:

           1.   Definitions.

           As used in this Agreement,  the following  capitalized  defined terms
shall have the following meanings:

           "Common Shares" shall mean common shares of beneficial interest,  par
value $ .01 per share, in the Company.

           "Company"  shall have the meaning set forth in the  Preamble and also
shall include the Company's successors.

           "Contribution Agreement" shall have the meaning set
forth in the Preamble.

           "Dispose of" shall have the meaning set forth in
Section 2(a) hereof.

           "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,  as
amended from time to time.

           "Holders"  shall mean the  parties  hereto who hold Class B Units and
such parties' successors and permitted assigns.

           "Lock-up" shall have the meaning set forth in Section
2(a) hereof.

           "Lock-up Period" shall have the meaning set forth in
Section 2(a) hereof.

           "NASD" shall mean the National Association of
Securities Dealers, Inc.

           "Operating  Partnership"  shall  have the  meaning  set  forth in the
Preamble and also shall include the Operating Partnership's successors.

           "Person" shall mean an individual,  partnership,  corporation, trust,
estate, or unincorporated  organization,  or a government or agency or political
subdivision thereof.

           "Prospectus"  shall mean the  prospectus  included in a  Registration
Statement,  including any  preliminary  prospectus,  and any such  prospectus as
amended or supplemented  by any prospectus  supplement with respect to the terms
of the offering of any portion of the Registrable  Securities covered by a Shelf
Registration  Statement,  and by all other  amendments  and  supplements to such
prospectus,  including post-effective amendments, and in each case including all
material incorporated by reference therein.

           "Registrable  Securities" shall mean the Shares, excluding (i) Shares
for which a  Registration  Statement  relating  to the sale  thereof  shall have
become  effective under the Securities Act and which have been disposed of under
such Registration  Statement and (ii) Shares sold pursuant to Rule 144 under the
Securities  Act or Shares which,  when combined with all other Shares then owned
by the Holder, are eligible for sale pursuant to Rule 144 during a single 90-day
period.

           "Registration  Expenses" shall mean any and all expenses  incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all SEC, stock exchange or NASD  registration and filing fees; (ii) all fees
and expenses  incurred in connection with  compliance  with state  securities or
"blue  sky" laws  (including  reasonable  fees and  disbursements  of counsel in
connection with "blue sky"  qualification  of any of the Registrable  Securities
and the  preparation of a Blue Sky  Memorandum) and compliance with the rules of
the NASD;  (iii) all  expenses  of any  Persons in  preparing  or  assisting  in
preparing,   word   processing,   printing  and  distributing  any  Registration
Statement,  any Prospectus,  certificates  and other  documents  relating to the
performance of and compliance  with this  Agreement;  (iv) all fees and expenses
incurred in  connection  with the  listing,  if any,  of any of the  Registrable
Securities  on any  securities  exchange or  exchanges  pursuant to Section 4(1)
hereof; and (v) the fees and disbursements of counsel for the Company and of the
independent  public  accountants  of the Company,  including the expenses of any
special  audits  or "cold  comfort"  letters  required  by or  incident  to such
performance and compliance.  Registration  Expenses shall  specifically  exclude
underwriting  discounts and commissions,  the fees and  disbursements of counsel
representing  the Holder,  and transfer taxes,  if any,  relating to the sale or
disposition of Registrable Securities by the Holder, all of which shall be borne
by the Holder in all cases.

           "Registration Notice" shall have the meaning set forth
in Section 3(a) hereof.

           "Registration Statement" or "Shelf Registration Statement" shall mean
a "shelf" registration statement of the Company and any other Person required to
be a registrant with respect to such shelf  registration  statement  pursuant to
the  requirements  of the  Securities Act which covers the issuance or resale of
the  Registrable  Securities  on an  appropriate  form  under Rule 415 under the
Securities  Act,  or any  similar  rule that may be adopted by the SEC,  and all
amendments  and   supplements   to  such   registration   statement,   including
post-effective  amendments,  in each case  including  the  Prospectus  contained
therein,  all  exhibits  thereto and all  materials  incorporated  by  reference
therein.

           "SEC" shall mean the Securities and Exchange Commission.

           "Securities  Act" shall mean the  Securities  Act of 1933, as amended
from time to time.

           "Shares"  shall  mean any Common  Shares  issued or to be issued to a
Holder upon redemption of their Units.

           "Shelf  Registration"  shall  mean  a  registration  required  to  be
effected pursuant to Section 3 hereof.

           "Units" shall have the meaning set forth in the
Preamble.

           2.   Lock-up Agreement.

                2(a) Each  Holder  hereby  agrees  that,  except as set forth in
Section  2(b)  below,  for one year  following  the date  hereof  (the  "Lock-up
Period"), it will not, without the prior written consent of the Company,  offer,
pledge,  sell,  contract to sell, grant any options for the sale of or otherwise
dispose of, directly or indirectly (collectively,  "Dispose of"), any Units (the
"Lock-up").

                2(b) The  following  transfers  of Units shall not be subject to
the Lock-up set forth in Section 2(a):

                     (i)  a Holder may Dispose of Units as a gift
                or other transfer without consideration; and

                     (ii) a Holder may  Dispose of Units  pursuant  to a pledge,
                grant of security  interest or other  encumbrance  effected in a
                bona  fide   transaction  with  an  unrelated  and  unaffiliated
                pledgee.

In the event that a Holder  Disposes of Units as permitted by this Section 2(b),
such Units shall  remain  subject to this  Agreement  and, as a condition of the
validity of such  disposition,  the transferee  shall be required to execute and
deliver a  counterpart  of this  Agreement  (except that a pledgee  shall not be
required  to  execute  and  deliver a  counterpart  of this  Agreement  until it
forecloses upon such Units). Thereafter, such transferee shall be deemed to be a
Holder for purposes of this Agreement.

           3.   Shelf Registration Under the Securities Act.

                3(a) Filing of Shelf Registration Statement. Beginning after the
expiration of the Lock-up  Period,  a Holder shall be entitled to offer for sale
pursuant to a  Registration  Statement any  Registrable  Securities  held by the
Holder,  subject to the terms and conditions hereof. Upon receipt by the Company
of a written  notice (a  "Registration  Notice") from one or more of the Holders
that such Holder(s)  propose to make a registered offer of a specified number of
Registrable Securities (which number shall not be less than 25,000), the Company
shall  cause  to be  filed  within  60 days of  receipt  by the  Company  of the
Registration Notice a Shelf Registration Statement providing for the sale by the
Holder(s) of the Registrable  Securities  specified in such Registration  Notice
(and, if the Company so elects,  any  Registrable  Securities  held by any other
Holder  or  Holders)  in  accordance  with  the  terms  hereof  and will use its
reasonable  efforts to cause such Shelf  Registration  Statement  to be declared
effective  by the SEC as soon as  practicable.  The  Company  agrees  to use its
reasonable  efforts  to  keep  the  Shelf  Registration  Statement  continuously
effective  for a period  expiring  on the date on which  all of the  Registrable
Securities covered by the Shelf  Registration  Statement have been sold pursuant
to the Shelf Registration Statement or have become eligible for sale pursuant to
Rule 144 under the Securities Act during a single 90-day period and,  subject to
Section 4(b) and Section 4(i),  further  agrees to supplement or amend the Shelf
Registration  Statement,  if  and  as  required  by the  rules,  regulations  or
instructions  applicable to the  registration  form used by the Company for such
Shelf Registration  Statement or by the Securities Act or by any other rules and
regulations  thereunder  for shelf  registration;  provided,  however,  that the
Company  shall  not be  deemed to have  used its  reasonable  efforts  to keep a
Registration  Statement effective during the applicable period if it voluntarily
takes any  action  that would  result in a Holder's  not being able to sell such
Registrable  Securities during that period, unless such action is required under
applicable  law or the  Company  has  filed a  post-effective  amendment  to the
Registration   Statement   and  the  SEC  has   not   declared   it   effective.
Notwithstanding  the  foregoing,  the  Company  shall not be  required to file a
Registration  Statement  or to keep a  Registration  Statement  effective if the
negotiation  or  consummation  of a  transaction  is  pending  or an  event  has
occurred,  which  negotiation,  consummation  or event would require  additional
disclosure by the Company in the Registration  Statement of material information
which the Company has a bona fide business purpose for keeping  confidential and
the  nondisclosure  of which  in the  Registration  Statement  might  cause  the
Registration   Statement   to  fail  to  comply   with   applicable   disclosure
requirements, and the Company so advises the Holder(s) in a writing signed by an
executive officer of the Company;  provided,  however,  that the Company may not
delay,  suspend or withdraw a  Registration  Statement  for such reason for more
than 60 days or more  often  than  twice  during  any  period of 12  consecutive
months.

                3(b) Expenses.  The Company shall pay all Registration  Expenses
in connection  with any  registration  pursuant to Section  3(a).  The Holder(s)
shall  pay all  underwriting  discounts,  if any,  sales  commissions,  fees and
disbursements of counsel representing the Holder(s), and transfer taxes, if any,
relating to the sale or  disposition  of each  Holder's  Registrable  Securities
pursuant to the Shelf  Registration  Statement or Rule 144 under the  Securities
Act.

                3(c) Inclusion in Shelf Registration Statement. If a Holder does
not timely  provide  the  information  reasonably  requested  by the  Company in
connection  with the  Shelf  Registration  Statement,  the  Holder  shall not be
entitled to have its Registrable  Securities  included in the Shelf Registration
Statement.

                3(d)  Repurchase  Option.  In  lieu of  registering  Registrable
Securities that a Holder seeks to register pursuant to Section 3(a) hereof,  the
Company  may, by delivery of written  notice to the Holder  within 30 days after
receipt of a  Registration  Notice from the  Holder,  elect to  repurchase  such
Registrable  Securities for cash, in an amount per Share equal to the average of
the closing  prices of the Common  Shares on the New York Stock  Exchange (or on
such other exchange or in such other market as the Common Shares are then listed
or traded) on the ten  trading  days  preceding  the  Company's  receipt of such
Registration Notice (or, if the Common Shares have not traded on all ten of such
trading  days,  in an  amount  equal  to the  fair  value  of  such  Registrable
Securities as determined in good faith by the Board of Trustees of the Company).

           4.   Registration Procedures.

           In connection with the obligations of the Company with respect to the
Registration Statement pursuant to Section 3 hereof, the Company shall:

                4(a)  prepare and file with the SEC,  within the time period set
forth  in  Section  3  hereof,  a  Shelf  Registration  Statement,  which  Shelf
Registration  Statement (i) shall be available  for the sale of the  Registrable
Securities in accordance  with the intended method or methods of distribution by
the Holder(s) and (ii) shall comply as to form in all material respects with the
requirements  of the  applicable  form  and  include  all  financial  statements
required by the SEC to be filed therewith;

                4(b)  subject to the last three  sentences  of this Section 4(b)
and Section 4(i) hereof,  (i) prepare and file with the SEC such  amendments and
post-effective  amendments  to  each  such  Registration  Statement  as  may  be
necessary  to keep such  Registration  Statement  effective  for the  applicable
period;  (ii) cause each such  Prospectus  to be  supplemented  by any  required
prospectus  supplement,  and as so supplemented to be filed pursuant to Rule 424
or any similar rule that may be adopted under the Securities  Act; (iii) respond
as promptly as practicable to any comments received from the SEC with respect to
the Shelf Registration Statement, or any amendment,  post-effective amendment or
supplement  relating  thereto;  and  (iv)  comply  with  the  provisions  of the
Securities Act with respect to the disposition of all securities covered by each
Registration  Statement  during the  applicable  period in  accordance  with the
intended  method or methods of  distribution  by the Holder(s).  Notwithstanding
anything to the contrary  contained herein, the Company shall not be required to
take any of the actions described in subsections (i), (ii) or (iii) above unless
and until the  Company  has  received  a notice  from a Holder  that the  Holder
intends to make offers or sales under the Registration Statement as specified in
such  Registration  Notice;  provided,  however,  that the Company shall have 10
business days to prepare and file any such amendment or supplement after receipt
of such  notice.  Once a Holder  has  delivered  a  Registration  Notice  to the
Company,  the Holder shall promptly  provide to the Company such  information as
the Company  reasonably  requests in order to identify the Holder and the method
of distribution in a Registration  Statement or post-effective  amendment to the
Registration  Statement or a supplement to the  Prospectus.  A Holder also shall
notify the Company in writing upon  completion  of such offer or sale or at such
time as the  Holder  no  longer  intends  to make  offers  or  sales  under  the
Registration Statement;

                4(c) furnish to the Holder(s), without charge, as many copies of
each  Prospectus,  including each preliminary  Prospectus,  and any amendment or
supplement  thereto and such other  documents as the  Holder(s)  may  reasonably
request,  in order to  facilitate  the public sale or other  disposition  of the
Registrable  Securities;  the  Company  consents  to the use of the  Prospectus,
including each preliminary  Prospectus,  by the Holder(s) in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or the
preliminary Prospectus;

                4(d) use its  reasonable  efforts to  register  or  qualify  the
Registrable  Securities  by the time the  applicable  Registration  Statement is
declared  effective by the SEC under all  applicable  state  securities or "blue
sky" laws of such  jurisdictions  as the Holder(s) shall  reasonably  request in
writing,  keep each such  registration  or  qualification  effective  during the
period such  Registration  Statement is required to be kept  effective or during
the  period  offers or sales  are  being  made by the  Holder(s),  whichever  is
shorter,  and do any and all  other  acts and  things  which  may be  reasonably
necessary or advisable to enable the Holder(s) to consummate the  disposition in
each such  jurisdiction  of such  Registrable  Securities  owned by the  Holder;
provided,  however,  that the  Company  shall  not be  required  to (i)  qualify
generally  to do  business  in any  jurisdiction  or to  register as a broker or
dealer in such jurisdiction  where it would not otherwise be required to qualify
but for  this  Section  4(d),  (ii)  subject  itself  to  taxation  in any  such
jurisdiction,  or (iii)  submit to the  general  service  of process in any such
jurisdiction;

                4(e)  notify the  Holder(s)  promptly  and,  if  requested  by a
Holder,  confirm such advice in writing (i) when a  Registration  Statement  has
become effective and when any post-effective  amendments and supplements thereto
become  effective,  (ii)  of the  issuance  by the SEC or any  state  securities
authority  of any stop order  suspending  the  effectiveness  of a  Registration
Statement or the initiation of any  proceedings  for that purpose,  (iii) if the
Company  receives  any  notification  with  respect  to  the  suspension  of the
qualification of the Registrable  Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose,  and (iv) of the happening of any
event during the period a Registration Statement is effective which is of a type
specified  in the last  sentence of Section  3(a) hereof or as a result of which
such  Registration  Statement  or the  related  Prospectus  contains  any untrue
statement of a material  fact or omits to state any material fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made (in the case of the  Prospectus),  not
misleading;

                4(f) make every  reasonable  effort to obtain the  withdrawal of
any order  suspending  the  effectiveness  of a  Registration  Statement  at the
earliest possible moment;

                4(g) furnish to a Holder, without charge, at least one conformed
copy of each  Registration  Statement and any  post-effective  amendment thereto
(without documents incorporated therein by reference or exhibits thereto, unless
requested);

                4(h)  cooperate  with the  Holder(s)  to  facilitate  the timely
preparation and delivery of certificates  representing Registrable Securities to
be sold and not bearing any Securities Act legend;  and enable  certificates for
such  Registrable  Securities  to be  issued  for such  numbers  of  Shares  and
registered in such names as the Holder(s)  may  reasonably  request at least two
business days prior to any sale of Registrable Securities;

                4(i) subject to the last sentence of Section 3(a) hereof and the
last three  sentences of Section 4(b) hereof,  upon the  occurrence of any event
contemplated by Section 4(e)(iv) hereof,  use its reasonable efforts promptly to
prepare and file a supplement  or prepare,  file and obtain  effectiveness  of a
post-effective  amendment to a Registration  Statement or the related Prospectus
or any document  incorporated  therein by  reference or file any other  required
document so that, as thereafter  delivered to the purchasers of the  Registrable
Securities,  such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in the light of the circumstances  under which
they were made, not misleading;

                4(j) make  available for  inspection by  representatives  of the
Holder(s) and any counsel or accountant retained by the Holder(s), all financial
and other records,  pertinent corporate documents and properties of the Company,
and cause the  respective  officers,  directors  and employees of the Company to
supply all information reasonably requested by any such representative,  counsel
or accountant in connection with a Registration  Statement;  provided,  however,
that such records,  documents or information  which the Company  determines,  in
good faith, to be  confidential  and notifies such  representatives,  counsel or
accountants  in  writing  that  such  records,   documents  or  information  are
confidential  shall  not  be  disclosed  by  the  representatives,   counsel  or
accountants unless (i) the disclosure of such records,  documents or information
is  necessary  to avoid or  correct a material  misstatement  or  omission  in a
Registration  Statement,  (ii)  the  release  of  such  records,   documents  or
information  is ordered  pursuant  to a subpoena  or other order from a court of
competent  jurisdiction,  or (iii) such records,  documents or information  have
been generally made available to the public;

                4(k) a reasonable  time prior to the filing of any  Registration
Statement,  any  Prospectus,  any  amendment  to  a  Registration  Statement  or
amendment or supplement to a  Prospectus,  provide  copies of such document (not
including any documents  incorporated by reference  therein unless requested) to
the  Holder(s)  in order to permit the  Holder(s)  to review and comment on such
document;

                4(l)  use  its  reasonable  efforts  to  cause  all  Registrable
Securities to be listed on any securities  exchange on which similar  securities
issued by the Company are then listed;

                4(m) provide a CUSIP number for all Registrable Securities,  not
later than the effective date of a Registration Statement;

                4(n)  otherwise  use its  reasonable  efforts to comply with all
applicable  rules and  regulations of the SEC and make available to its security
holders,  as soon as reasonably  practicable,  an earnings statement covering at
least 12 months  which shall  satisfy  the  provisions  of Section  11(a) of the
Securities Act and Rule 158 thereunder; and

                4(o)  use  its  reasonable  efforts  to  cause  the  Registrable
Securities covered by a Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary by virtue
of the  business  and  operations  of the  Company  to enable the  Holder(s)  to
consummate the disposition of such Registrable Securities.

           The Company may  require the  Holder(s)  to furnish to the Company in
writing such information regarding the proposed distribution by the Holder(s) of
such  Registrable  Securities  as the Company  may from time to time  reasonably
request in writing.

           In connection  with and as a condition to the  Company's  obligations
with respect to the Registration Statement pursuant to Section 3 hereof and this
Section 4, each Holder agrees that (i) it will not offer or sell its Registrable
Securities under the Registration Statement until it has provided a Registration
Notice  pursuant  to  Section  4(b)  hereof  and  has  received  copies  of  the
supplemental  or amended  Prospectus  contemplated  by Section  4(b)  hereof and
receives notice that any  post-effective  amendment has become  effective,  (ii)
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 4(e)(iv) hereof, the Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
the  Holder   receives  copies  of  the   supplemented  or  amended   Prospectus
contemplated by Section 4(i) hereof and receives notice that any  post-effective
amendment has become effective,  and, if so directed by the Company,  the Holder
will  deliver to the Company (at the expense of the  Company)  all copies in its
possession, other than permanent file copies then in the Holder's possession, of
the  Prospectus  covering  such  Registrable  Securities  current at the time of
receipt of such  notice,  and (iii) all offers and sales under the  Registration
Statement  shall be  completed  within  sixty  (60) days after the first date on
which  offers  or sales  can be made  pursuant  to clause  (i)  above,  and upon
expiration  of such sixty (60) day period the Holder  will not offer or sell its
Registrable  Securities  under  the  Registration  Statement  until it has again
complied with the provisions of clause (i) above.

           5.   Indemnification; Contribution.

                5(a)  Indemnification  by the  Company.  The  Company  agrees to
indemnify  and hold  harmless  each Holder and its partners and each Person,  if
any, who controls the Holder within the meaning of Section 15 of the  Securities
Act and the respective officers, directors, partners, employees, representatives
and agents of the Holder, its partners and each controlling Person as follows:

                     (i) against any and all loss, liability,  claim, damage and
                expense  whatsoever,  as  incurred,  arising  out of any  untrue
                statement  or  alleged  untrue  statement  of  a  material  fact
                contained  in  any  Registration  Statement  (or  any  amendment
                thereto)   pursuant  to  which   Registrable   Securities   were
                registered  under the  Securities  Act,  including all documents
                incorporated  therein by  reference,  or the omission or alleged
                omission  therefrom  of a material  fact  required  to be stated
                therein  or  necessary  to  make  the  statements   therein  not
                misleading  or arising  out of any untrue  statement  or alleged
                untrue  statement of a material fact contained in any Prospectus
                (or  any  amendment  or  supplement   thereto),   including  all
                documents incorporated therein by reference,  or the omission or
                alleged omission therefrom of a material fact necessary in order
                to  make  the   statements   therein,   in  the   light  of  the
                circumstances under which they were made, not misleading;

                     (ii) against any and all loss, liability, claim, damage and
                expense whatsoever,  as incurred, to the extent of the aggregate
                amount paid in settlement of any litigation, or investigation or
                proceeding  by any  governmental  agency or body,  commenced  or
                threatened,  or of any  claim  whatsoever  based  upon  any such
                untrue  statement  or  omission,  or  any  such  alleged  untrue
                statement or omission,  if such  settlement is effected with the
                written consent of the Company; and

                     (iii)against  any and all expense  whatsoever,  as incurred
                (including   reasonable  fees  and  disbursements  of  counsel),
                reasonably  incurred in  investigating,  preparing  or defending
                against any litigation,  or  investigation  or proceeding by any
                governmental  agency or body,  commenced or threatened,  in each
                case whether or not a party, or any claim  whatsoever based upon
                any such  untrue  statement  or  omission,  or any such  alleged
                untrue  statement  or  omission,  to the  extent  that  any such
                expense is not paid under subparagraph (i) or (ii) above;

provided,  however,  that the indemnity  provided  pursuant to this Section 5(a)
does not apply with respect to any loss, liability,  claim, damage or expense to
the extent arising out of (x) any untrue statement or omission or alleged untrue
statement  or omission  made in reliance  upon and in  conformity  with  written
information  furnished  to the  Company  by the  Holder  expressly  for use in a
Registration  Statement (or any  amendment  thereto) or any  Prospectus  (or any
amendment  or  supplement  thereto)  or (y) the  Holder's  failure to deliver an
amended or supplemental  Prospectus if such loss,  liability,  claim,  damage or
expense would not have arisen had such delivery occurred.

                5(b)  Indemnification  by Holder.  Each of the Holders agrees to
indemnify and hold harmless the Company and its trustees and officers (including
each trustee and officer of the Company who signed the Registration  Statement),
and each Person,  if any, who controls the Company within the meaning of Section
15 of the  Securities  Act, to the same  extent as the  indemnity  contained  in
Section 5(a) hereof  (except that any settlement  described in Section  5(a)(ii)
shall be effected with the written  consent of the Holder),  but only insofar as
such loss,  liability,  claim,  damage or expense arises out of or is based upon
any untrue  statement or omission,  or alleged  untrue  statements or omissions,
made in a  Registration  Statement (or any amendment  thereto) or any Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
written information  furnished to the Company by the Holder expressly for use in
such  Registration  Statement (or any amendment  thereto) or such Prospectus (or
any amendment or supplement thereto).

                5(c) Conduct of  Indemnification  Proceedings.  Each indemnified
party shall give  reasonably  prompt  notice to each  indemnifying  party of any
action or proceeding  commenced  against it in respect of which indemnity may be
sought hereunder,  but failure to so notify an indemnifying  party (i) shall not
relieve it from any liability  which it may have under the  indemnity  agreement
provided  in  Section  5(a) or 5(b)  above,  unless and to the extent it did not
otherwise learn of such action and the lack of notice by the  indemnified  party
results in the forfeiture by the  indemnifying  party of substantial  rights and
defenses and (ii) shall not, in any event,  relieve the indemnifying  party from
any  obligations  to  any  indemnified  party  other  than  the  indemnification
obligation  provided under Section 5(a) or 5(b) above. If the indemnifying party
so  elects  within  a  reasonable  time  after  receipt  of  such  notice,   the
indemnifying  party may assume the defense of such action or  proceeding at such
indemnifying  party's own expense with counsel chosen by the indemnifying  party
and approved by the indemnified  parties defendant in such action or proceeding,
which approval shall not be unreasonably withheld;  provided,  however, that, if
such  indemnified  party or parties  reasonably  determine  that a  conflict  of
interest exists where it is advisable for such  indemnified  party or parties to
be represented by separate counsel or that, upon advice of counsel, there may be
legal  defenses  available  to them which are  different  from or in addition to
those available to the indemnifying party, then the indemnifying party shall not
be entitled to assume such defense and the indemnified party or parties shall be
entitled  to one  separate  counsel  at the  indemnifying  party's  or  parties'
expense.  If an indemnifying party is not entitled to assume the defense of such
action or proceeding as a result of the proviso to the preceding sentence,  such
indemnifying  party's  counsel  shall be entitled to conduct  such  indemnifying
party's  defense  and  counsel  for the  indemnified  party or parties  shall be
entitled to conduct the defense of such indemnified  party or parties,  it being
understood  that both such counsel will cooperate with each other to conduct the
defense  of  such  action  or  proceeding  as  efficiently  as  possible.  If an
indemnifying  party is not so  entitled  to assume the defense of such action or
does not assume such defense,  after having  received the notice  referred to in
the first sentence of this paragraph, the indemnifying party or parties will pay
the  reasonable  fees and  expenses  of  counsel  for the  indemnified  party or
parties.  In such event,  however,  no indemnifying party will be liable for any
settlement  effected without the written consent of such indemnifying  party. If
an indemnifying  party is entitled to assume,  and assumes,  the defense of such
action or proceeding in accordance with this paragraph,  such indemnifying party
shall not be liable for any fees and  expenses  of counsel  for the  indemnified
parties incurred thereafter in connection with such action or proceeding.

                5(d)  Contribution.  In order to provide for just and  equitable
contribution in circumstances in which the indemnity  agreement  provided for in
this Section 5 is for any reason held to be unenforceable although applicable in
accordance with its terms,  the Company and the Holders shall  contribute to the
aggregate  losses,  liabilities,  claims,  damages  and  expenses  of the nature
contemplated by such indemnity agreement incurred by the Company and the Holder,
in such  proportion  as is  appropriate  to reflect  the  relative  fault of and
benefits  to the  Company on the one hand and the  Holders on the other (in such
proportions  that the Holders are severally,  not jointly,  responsible  for the
balance),  in connection with the statements or omissions which resulted in such
losses, claims, damages,  liabilities or expenses, as well as any other relevant
equitable  considerations.  The relative benefits to the indemnifying  party and
indemnified parties shall be determined by reference to, among other things, the
total proceeds  received by the  indemnifying  party and indemnified  parties in
connection with the offering to which such losses, claims, damages,  liabilities
or expenses relate. The relative fault of the indemnifying party and indemnified
parties shall be  determined  by reference  to, among other things,  whether the
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information  supplied by, such indemnifying  party or the
indemnified  parties,  and the parties'  relative intent,  knowledge,  access to
information and opportunity to correct or prevent such action.

           The parties  hereto  agree that it would not be just or  equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding  the  provisions of this Section 5(d),  the Holders shall not be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the  Registrable  Securities  of the Holders  were offered to the
public exceeds the amount of any damages which the Holders would  otherwise have
been required to pay by reason of such untrue statement or omission.

           Notwithstanding  the  foregoing,   no  Person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent  misrepresentation.  For purposes of this Section 5(d),  each Person,
entitled to indemnification  pursuant to Section 5(a) shall have the same rights
to contribution as the Holders, and each trustee of the Company, each officer of
the Company who signed the Registration  Statement and each Person,  if any, who
controls  the  Company  within the meaning of Section 15 of the  Securities  Act
shall have the same rights to contribution as the Company.

           6. Rule 144 Sales.

                6(a)  The  Company  covenants  that it  will  file  the  reports
required to be filed by the Company  under the  Securities  Act and the Exchange
Act so as to enable the  Holders to sell  Shares  pursuant to Rule 144 under the
Securities Act.

                6(b) In connection with any sale,  transfer or other disposition
by a Holder of any Shares  pursuant to Rule 144 under the  Securities  Act,  the
Company shall  cooperate with such Holders to facilitate the timely  preparation
and delivery of certificates  representing Shares to be sold and not bearing any
Securities Act legend,  and enable  certificates  for such Shares to be for such
number of shares and  registered  in such  names as the  Holder  may  reasonably
request at least two business days prior to any sale of Shares.

           7.   Miscellaneous.

                7(a)  Amendments and Waivers.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given  without  the written  consent of the Company and the  Holders.
Notice of any amendment, modification or supplement to this Agreement adopted in
accordance  with this  Section  7(a)  shall be  provided  by the  Company to the
Holders at least thirty (30) days prior to the effective date of such amendment,
modification or supplement.

                7(b) Notices. All notices and other communications  provided for
or permitted  hereunder  shall be made in writing by  hand-delivery,  registered
first-class  mail,  telex,  telecopier,  or any courier  guaranteeing  overnight
delivery,  to the parties at their respective addresses set forth opposite their
signatures  below or at such other  address as a party may  indicate  by written
notice to the other party or parties.

           All such notices and communications shall be deemed to have been duly
given:  at the time  delivered  by hand,  if  personally  delivered;  three  (3)
business days after being  deposited in the mail,  postage  prepaid,  if mailed;
when answered back, if telexed; when receipt is acknowledged,  if telecopied; or
at the time  delivered,  if delivered by an air courier  guaranteeing  overnight
delivery.

                7(c)  Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the  successors,  assigns and transferees of each
of the  parties,  including,  without  limitation  and  without  the need for an
express assignment, subsequent Holders. If any successor, assignee or transferee
of a Holder shall  acquire  Registrable  Securities,  in any manner,  whether by
operation of law or otherwise, such Registrable Securities shall be held subject
to  all of  the  terms  of  this  Agreement,  and by  taking  and  holding  such
Registrable  Securities  such Person  shall be entitled to receive the  benefits
hereof and shall be conclusively deemed to have agreed to be bound by all of the
terms and provisions hereof.

                7(d) [Intentionally Omitted]

                7(e) Counterparts.  This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                7(f)   Headings.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                7(g)  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING
EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF.

                7(h) Specific  Performance.  The parties hereto acknowledge that
there  would be no  adequate  remedy at law if any party fails to perform any of
its obligations hereunder, and accordingly agree that each party, in addition to
any  other  remedy to which it may be  entitled  at law or in  equity,  shall be
entitled to compel  specific  performance of the  obligations of any other party
under  this  Agreement  in  accordance  with the  terms and  conditions  of this
Agreement  in any  court  of the  United  States  or any  State  thereof  having
jurisdiction.

                7(i) Entire Agreement. This Agreement is intended by the parties
as a final  expression  of their  agreement  and  intended to be a complete  and
exclusive  statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained  herein.  This Agreement  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.


           IN WITNESS  WHEREOF,  each of the parties  hereto has  executed  this
Agreement, or caused this Agreement to be duly executed on its behalf, as of the
date first written above.

Address:

Colonial Plaza                            COLONIAL PROPERTIES TRUST
2101 6th Avenue North,
Suite 750
Birmingham, Alabama 35202
                                    By:__/s/ Douglas B.  Nunnelley____
                                       Douglas B. Nunnelley
                                       Senior Vice President and
                                         Secretary



Colonial Plaza                      COLONIAL REALTY LIMITED
2101 6th Avenue North,              PARTNERSHIP
Suite 750
Birmingham, Alabama 35202

                                    By:   COLONIAL PROPERTIES
                                    HOLDING COMPANY, INC.,
                                          General Partner

                                          By: _/s/ Douglas B. Nunnelley__
                                    Douglas B. Nunnelley
                                            Senior Vice President
                                    and
                                              Secretary



<PAGE>




                                    Holders of Class B Units

                                    By: _/s/ Thomas H. Lowder____
Thomas H. Lowder,
                                       Attorney-in-fact*


                                    *Serving as attorney-in-fact
for:

                                    B&G Properties Co. LLC
                                    729 South 30th Street
                                    Birmingham, AL  35233

                                    Frank Chrencik
                                    P.O. Box 530187
                                    Birmingham, AL  35253

                                    Howard B. Nelson, Jr.
                                    1224 Cedardell Lane
                                    Birmingham, AL  35216

                                    Lonnie B. Welch
                                    239 Big Springs Drive
                                    Birmingham, AL  35216

                                    William L. Welch
                                    2209 Hunters Cove
                                    Birmingham, AL  35216

                                    Equity Partners Joint Venture
                                    Energen Plaza, Suite 750
                                    2101 Sixth Avenue North
                                    Birminghan, AL 35202






<PAGE>



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             REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

                    Dated as of March 25, 1997

                           by and among

                    COLONIAL PROPERTIES TRUST,

                COLONIAL REALTY LIMITED PARTNERSHIP

                                and

                Certain Holders of Class B Units of

                 Limited Partnership Interests of

                Colonial Realty Limited Partnership






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