AMENDMENT TO AGREEMENT TO CONTRIBUTE



     THIS  AMENDMENT TO THE  AGREEMENT TO CONTRIBUTE is made and entered into as
of the 11th day of August , 1997 by and between VININGS  INVESTMENT  PROPERTIES,
L.P., a Delaware Limited  Partnership (the  "Partnership")  and its assignees or
designees, and WINDRUSH PARTNERS,  LTD., a Georgia Partnership  ("Contributor");
WITNESSETH:

         WHEREAS,  the Partnership  and the  Contributor  have entered into that
certain Agreement to Contribute dated April 1, 1997 whereby  Contributor desires
to contribute and convey to the Partnership  and  Partnership  desires to accept
certain real estate and personal property in return for an ownership interest in
Partnership and admission as a limited partner in Partnership (the  "Agreement")
and;

     WHEREAS,  the Partnership  desires to accept and take title to the Property
in the name of Vinings  Communities,  L.P., a Delaware  Limited  Partnership  of
which the Partnership is a 99% limited partner and Vinings Investment Properties
Trust, the Partnership's general partner, is the 1% general partner and;

     WHEREAS, the Contributor desires to have the Partnership assume the Partner
Advances  and  reduce  the  number  of  Partnership  Units to be  issued  by the
Partnership and received by the Contributor and;

     WHEREAS,  both the  Partnership  and the  Contributor  desire  to amend the
Agreement as set forth herein;

     NOW,   THEREFORE,   for  and  in   consideration   of  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Partnership and Contributor hereby agree as follows:

         1. The  first  paragraph  of  Section 1 is  hereby  amended  to read as
follows:

     CONVEYANCE  OF  PROPERTY.  Subject  to  majority  approval  of the  Limited
Partners of  Contributor  ("Limited  Partners'  Consent"),  which  Contributor's
General Partner will use its best efforts to obtain,  and in accordance with all
of  the  terms  and  conditions  hereinafter  set  out,  Contributor  agrees  to
contribute to Vinings  Communities,  L.P., a Delaware  Limited  Partnership  and
subsidiary owned 99% by Partnership  ("Communities"),  and Partnership agrees to
cause Communities to accept from Contributor,  the following  described property
(all of which is herein collectively referred to as the "Property"):

         2. All  references  in the  Agreement  to  "Partnership"  will  include
Vinings  Investments  Properties,  L.P.  and/or  Vinings  Communities,  L.P.  as
appropriate.

         3. Paragraphs (i) and (ii) of Section 3.(a) of the Agreement are hereby
deleted in their entirety and the following  paragraphs are  substituted in lieu
thereof:

                  (i)   The   assumption   by   Partnership   of   Contributor's
indebtedness  (including  accrued  interest)  to  Reilly  Mortgage  Group,  Inc.
("Lender") to which the Property is subject and  Contributor's  indebtedness  to
the  General  Partner  for  advances  in the  amount of  $91,078  (the  "Partner
Advances").

                  (ii) The admission of  Contributor  as an  Additional  Limited
Partner (as defined in that certain Agreement of Limited  Partnership of Vinings
Investment  Properties,  L.P.,  dated as of June  11,  1996,  (the  "Partnership
Agreement"))  in  Partnership  and the issuance by Partnership to Contributor of
Partnership Units (as defined in the Partnership  Agreement) and a corresponding
Partnership  Interest (as defined in the Partnership  Agreement).  The number of
Partnership  Units to be issued to Contributor  pursuant to this Section 3 shall
be 224,330  units.  These  Partnership  Units will be distributed to the Limited
Partners in accordance  with the Amended and Restated  Certificate and Agreement
of Limited Partnership of Windrush Partners, LTD.

         4. Paragraph 3.(b) is deleted in its entirety.

         5. Paragraph 3.(c) is deleted in its entirety.

         6. Exhibit G is deleted in its entirety.

         7. Except as specifically modified and amended hereby, the Agreement to
Contribute   shall   continue  in  full  force  and  effect  without  change  or
modification whatsoever.

         IN WITNESS  WHEREOF,  the Partnership and Contributor have sworn to and
executed this Amended  Agreement to Contribute under seal as of the day and year
first stated above.

                                  PARTNERSHIP:

Date:   August 11, 1997           VININGS INVESTMENT PROPERTIES, L.P.,
                                  a Delaware Limited Partnership

                                  By: VININGS INVESTMENT PROPERTIES TRUST,
                                  a Massachusetts Business Trust,
                                  Its Sole General Partner



                                  By: /s/ Stephanie A. Reed
                                  -------------------------
                                  Stephanie A. Reed
                                  Vice President


                                  CONTRIBUTOR:

Date:  August 12, 1997            WINDRUSH PARTNERS, LTD.,
                                  a Georgia Limited Partnership

                                  By: Hallmark Group Real Estate Services Corp.
                                  General Partner


                                  By: /s/ Peter D. Anzo
                                  ---------------------
                                  Peter D. Anzo
                                  CEO