APPENDIX A


                 First Amendment to Certificate of Designation
           Classifying and Designating a Series of Preferred Shares as
                      Series A Convertible Preferred Shares
                     of Vinings Investment Properties Trust

     Vinings  Investment  Properties Trust, a Massachusetts  Business Trust (the
"Trust"), hereby certifies as follows:

     FIRST: That the Certificate of Designation  Classifying and Designating the
Series  A  Convertible  Preferred  Shares  of the  Trust  (the  "Certificate  of
Designation") is hereby amended by:

          (A)  inserting  the  following  sentence  immediately  after the first
     sentence of Section 3(a):

          "In the event the Trust combines its outstanding  Series A Convertible
          Preferred  Shares  into a  smaller  number  of  Series  A  Convertible
          Preferred  Shares by way of a reverse  share  split and in  connection
          therewith issues the fractional Series A Convertible  Preferred Shares
          resulting from the  combination  in lieu of redeeming such  fractional
          shares for cash or other consideration, the per annum dividend rate in
          effect at the  opening of  business  on the day  following  the day on
          which such combination becomes effective shall be adjusted so that the
          holder of any Series A Convertible  Preferred Shares shall be entitled
          to receive with respect to the Series A Convertible  Preferred  Shares
          held  immediately  after such combination the same aggregate amount of
          cash  dividends  payable  with  respect  to the  Series A  Convertible
          Preferred  Shares  held  by  such  holder  immediately  prior  to such
          combination."

          (B)  inserting  the  following  sentence  immediately  after the first
     sentence of Section 4(a):

          "In the event the Trust combines its outstanding  Series A Convertible
          Preferred  Shares  into a  smaller  number  of  Series  A  Convertible
          Preferred  Shares by way of a reverse  share  split and in  connection
          therewith issues the fractional Series A Convertible  Preferred Shares
          resulting from the  combination  in lieu of redeeming such  fractional
          shares for cash or other consideration, the Liquidation Preference per
          Series A  Convertible  Preferred  Share in  effect at the  opening  of
          business  on the day  following  the  day on  which  such  combination
          becomes effective shall be adjusted so that the holder of any Series A
          Convertible Preferred Shares shall be entitled to receive with respect
          to the Series A Convertible  Preferred Shares held  immediately  after
          such  combination the same aggregate  Liquidation  Preference  payable
          following a Triggering  Event with respect to the Series A Convertible
          Preferred  Shares  held  by  such  holder  immediately  prior  to such
          combination."

     SECOND: This First Amendment to the Certificate of Designation of the Trust
was duly  approved  by the Board of Trustees of the Trust on May 4, 2001 and was
duly  approved by the  shareholders  of the Trust at the 2001 Annual  Meeting of
Shareholders held on June 27, 2001.

     In witness whereof,  this First Amendment to Certificate of Designation has
been  executed  on behalf  of the Trust by its  President  and  attested  by its
Secretary on the __ day of _______, 2001.

                         VININGS INVESTMENT PROPERTIES TRUST,
                         a Massachusetts Business Trust


                         By:  /s/ Peter D. Anzo
                         -----------------------
                         Name:     Peter D. Anzo
                         Title:    President


                         By:  /s/ Stephanie A. Reed
                         --------------------------
                         Name: Stephanie A. Reed
                         Title:    Secretary