Vinings/CMS Master Partnership, L.P.
                        Agreement of Limited Partnership


     This  Agreement  is  made  as of  April  27,  1999,  by and  among  Vinings
Investment  Properties,  L.P.  ("Vinings"),  a Delaware limited partnership,  as
general  partner (the  "General  Partner"),  and  Vinings,  CMS  Multifamily  II
Partners, a Delaware general partnership,  and CMS Diversified Partners, L.P., a
Delaware  limited  partnership  (with CMS  Multifamily  II Partners  "CMS"),  as
limited partners (collectively the "Limited Partners").  The General Partner and
the Limited  Partners are  hereinafter  sometimes  referred to individually as a
"Partner" and collectively as the "Partners."


                                 WITNESSETH THAT

     WHEREAS,  the Partners have formed a partnership by filing a Certificate of
Limited  Partnership  under the Uniform Limited  Partnership Act of the State of
Delaware on March 22, 1999, to acquire the limited partner  interest in a number
of limited  partnerships  (the  "Property  Partnerships")  which  will  acquire,
operate, manage, hold and sell certain real property

     NOW,  THEREFORE,  in  consideration  of the mutual promises made herein and
other good and  valuable  consideration,  the receipt  and  adequacy of which is
hereby  acknowledged,  the parties hereto intending to be legally bound agree as
follows:


                                   ARTICLE 1.

                                  DEFINED TERMS

1.01.  "Accountant" or "Partnership  Accountants" means such firm of independent
certified public  accountants as may be engaged from time to time by the General
Partner, which firm shall be approved by CMS.

1.02.  "Acquisition  Fee" means the fee payable by the  Partnership  pursuant to
Section 3.04 hereof.

1.03. "Act" means the Delaware Revised Uniform Limited  Partnership Act, as from
time to time amended.

1.04. "Adjusted Capital Account Deficit" means, with respect to any Partner, the
deficit balance,  if any, in such Partner's Capital Account as of the end of the
relevant Fiscal Year, after giving effect to the following adjustments.

     (a)  Credit to such  Capital  Account  any  amounts  which such  Partner is
          obligated,  or is treated as obligated, to restore with respect to any
          deficit  balance  in its  Capital  Account  by reason  of  Regulations
          Section  1.704-1(b)(2)(ii)(b)(3)  and  1.704-1(b)(2)(ii)(c)(3)  or  is
          deemed to be obligated to restore to its Capital  Account  pursuant to
          the penultimate  sentence of Regulations  Sections  1.704.2(g)(1)  and
          1.704-2(i)(5); and

     (b)  Debit to such  Capital  Account  the items  described  in  Regulations
          Sections   1.704-1(b)(2)(ii)(d)(4),   (5)  and  (6).   The   foregoing
          definition of Adjusted  Capital  Account Deficit is intended to comply
          with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations
          and shall be interpreted consistently therewith.

1.05. "Adjusted Capital Contributions" means, as of any day, a Partner's Capital
Contributions  reduced  by the amount of cash and the Gross  Asset  Value of any
Partnership  Property  distributed to such Partner pursuant to Sections 7.1, 7.2
and 13.2(d),  and increased by the amount of Partnership  liabilities  which, in
connection  with  distributions  pursuant to such  Sections,  are assumed by the
Partner or are secured by any Partnership  Property distributed to such Partner.
In the event any Partner  transfers all or any portion of his or her interest in
accordance with the terms of this Agreement, his or her transferee shall succeed
to the Adjusted Capital Contributions of the transferor to the extent it relates
to the transferred interest.

1.06. "Affiliate" means:

     (a)  any person directly or indirectly controlling,  controlled by or under
          common control with, another person;

     (b)  any person owning or controlling 10% or more of the outstanding voting
          securities of such other person; and

     (c)  any officer, manager, director, partner or trustee of such person. The
          term "person" means an individual,  corporation,  partnership, limited
          liability  company,   association,   joint  stock  company,  trust  or
          unincorporated organization.

1.07.  "Agreement" means this Amended and Restated Limited Partnership Agreement
as it may be amended from time to time.

1.08. "Bankruptcy" means with respect to any Partner:

     (a)  the filing by the Partner in any court, pursuant to any statute of the
          United States of any state, of a petition in bankruptcy or insolvency,
          or its filing for  reorganization or for the appointment of a receiver
          or trustee of all (or a material portion of) the Partner's Property;

     (b)  an assignment for the benefit of creditors;

     (c)  an  admission  by the Partner in writing of its  inability  to pay its
          debts  as  they  fall  due  or  consenting  to or  acquiescing  in the
          appointment of a trustee,  receiver liquidator of any material portion
          of its Property;

     (d)  a filing against the Partner in any court,  pursuant to any statute of
          the  United  States or of any  state,  of a  petition  in  bankruptcy,
          insolvency,  reorganization, or for the appointment of a receiver or a
          trustee of all (or material  portion of) the Partner's  Property,  and
          within ninety (90) days after the  commencement of any such proceeding
          against the Partners such petition  shall not have been  dismissed (or
          satisfactory  evidence that such Partner is diligently contesting such
          petition  shall not have been  received  by the  other  Partners).  In
          addition,  if the whole or any portion of the  Interest of any Partner
          is subject to levy or  attachment,  and such levy or  attachment,  and
          such levy or  attachment  is not released or  discharged  within sixty
          (60) days,  such Partner  shall be deemed  "bankrupt"  for purposes of
          this Agreement.

1.09.  "Capital  Account"  means the  Capital  Account  of each of the  Partners
determined  and  adjusted  from  time to time in  accordance  with the  rules of
Regulations Section 1.704-1(b)(2)(iv), as the same may be amended or revised. In
the event that the treatment called for in such Regulations is inconsistent with
the provisions of this  Agreement,  then the provisions of this Agreement  shall
control.

1.10. "Capital  Contribution"  means, with respect to any partner, the amount of
money and the  initial  Gross  Asset  Value of any  property  (other than money)
contributed to the  Partnership  with respect to the interest in the Partnership
held by such Partner.

1.11.  "Cash Flow" means,  with respect to any Fiscal Year, or portion  thereof,
the total annual cash gross receipts of the Partnership, excluding distributions
received  from the  Property  Partnerships  relating to proceeds  from the sale,
refinance,  exchange,  condemnation (or similar eminent domain taking), casualty
(excluding any business interruption  insurance proceeds),  or other disposition
of all or substantially all of any Property,  minus all cash expenditures of the
Partnership including,  without limitation,  all Partnership operating expenses,
all amounts  owed to a Partner or an Affiliate of a Partner with respect to fees
described in the  Agreement,  all amounts paid either to a Partner or to a third
party for  outside  legal  and  accounting  costs,  accounting,  duplicating  or
bookkeeping  services,  travel expenses properly  chargeable to the Partnership,
telephone and other expenses incurred by the Partnership, and minus any cash set
aside by the General Partner to provide reasonable reserves for working capital.
For purposes hereof, the working capital reserve shall be equal to $50,000 which
will be  withheld  from the  first  semiannual  distribution  received  from the
Property. Such reserve will be replenished from future receipts of distributions
from Property  Partnerships  and will be maintained  by the  Partnership  at all
times  until  such time as the  Partners  shall  mutually  agree to a  different
amount.  Cash Flow shall not be reduced by expenditures  included in or reserves
funded from Net Proceeds of a Sale or Refinance  Transaction.  No item set forth
herein shall be accounted for more than once.

1.12.  "Closing" means the settlement of the  transaction  pursuant to which the
Property Partnerships take title to the Properties and the Capital Contributions
are funded to the Partnership.

1.13.  "Closing Costs" shall mean title insurance  premiums and costs,  transfer
taxes,  survey costs and other  customary  real estate closing costs (other than
attorneys',  accountants'  and other advisory and consulting fees and brokerage,
finders' and other similar fees or commissions).

1.14.  "Code" means the Internal  Revenue Code of 1986,  as amended from time to
time.

1.15.  "Dissolution  Event" means the happening of any of the  following  events
which shall cause a dissolution of the Partnership:

     (a)  The expiration of the term of the Partnership under 2.05 hereof;

     (b)  The  death,  Bankruptcy,  withdrawal  or  Dissolution  of the  General
          Partner,  unless,  within sixty (60) days after such event, a majority
          in Percentage  Interest of the Partners  elects in writing to continue
          the business of the Partnership,  in which event the Partnership shall
          be continued;

     (c)  The sale of the last  Property and the winding up and  dissolution  of
          the last Property Partnership;

     (d)  The bankruptcy of the Partnership (applying the same definition as the
          Bankruptcy of a Partner); or

     (e)  A  determination  by the  Partners  that  the  Partnership  should  be
          dissolved.

1.16. "Dissolution" means:

     (a)  In the case of a corporate  Partner,  the earlier of the adoption of a
          plan  of  liquidation  by  such  Partner  or  the  effective  date  of
          dissolution in accordance with applicable statutory law; and

     (b)  In the case of a partnership or limited liability company Partner, the
          earlier of the date of dissolution and termination of such partnership
          or limited  liability company in accordance with the provisions of the
          governing  partnership or operating agreement or applicable  statutory
          law,  or the date on  which  such  partnership  or  limited  liability
          company disposes of all or substantially all of its assets.

1.17.  "Economic Risk of Loss" means economic risk of loss within the meaning of
Regulations Section 1.752-2.

1.18.  "Exempt  Income"  means any  income and gain of the  Partnership  that is
exempt from federal income tax.

1.19. "Fiscal Year" means the fiscal year of the Partnership, which shall be the
calendar year.

1.20.  "GAAP"  means  generally  accepted  accounting  principles   consistently
applied.

1.21.  "Gross Asset Value" means with respect to any asset, the asset's adjusted
basis for federal income tax purposes, except as follows:

     (a)  The initial Gross Asset Value of any asset contributed by a Partner to
          the Partnership  shall be the gross fair market value of such asset on
          the date of contribution,  as determined by the  contributing  Partner
          and the Partnership;

     (b)  The Gross Asset Values of all Partnership  assets shall be adjusted to
          equal their  respective  gross fair market values (taking Code Section
          7701(g) into account),  as determined by the General Partner as of the
          following times:

          (i)  the  acquisition of an additional  interest in the Partnership by
               any new or  existing  Partner  in  exchange  for  more  than a de
               minimis Capital Contribution;

          (ii) the  distribution  by the Partnership to a Partner of more than a
               de minimis amount of assets as  consideration  for an Interest in
               the Partnership; and

          (iii)the  liquidation  of  the  Partnership   within  the  meaning  of
               Regulation Section 1.704-1(b)(2)(ii)(g).

     (c)  the Gross  Asset Value of any  Partnership  asset  distributed  to any
          Partner  shall be the gross fair market  value  (taking  code  Section
          7701(g)  into  account)  of such asset as  determined  by the  General
          Partner on the date of distribution; and

     (d)  the Gross Asset Values of  Partnership  assets shall be increased  (or
          decreased) to reflect any  adjustments  to the adjusted  basis of such
          assets  pursuant to Code Section  734(b) or Code Section  743(b),  but
          only to the extent  that such  adjustments  are taken into  account in
          determining   Capital   Accounts   pursuant  to  Regulations   Section
          1.704-1(b)(2)(iv)(m).  If the Gross  Asset  Value of an asset has been
          determined or adjusted pursuant to (a), (b) or (d) hereof,  such Gross
          Asset Value shall  thereafter  be adjusted by the  Depreciation  taken
          into  account  with  respect to such asset for  purposes of  computing
          Profits and Losses.

1.22. "HUD" means the U.S. Department of Housing and Urban Development.

1.23.  "Interest"  means  the  interest  of  each  Partner  in the  Partnership,
including the rights  granted to each Partner under this  Agreement,  subject to
the responsibilities of each Partner imposed under this Agreement.

1.24.  "Management Agent" means Vinings  Properties,  Inc., its Affiliate or any
Affiliate of the General  Partner that will manage the day-to-day  operations of
the Properties owned by the Property Partnerships.

1.25.  "Management Agreement" means the agreement to be entered into between the
Property  Partnerships and the Management Agent described in Section 3.04 hereof
pursuant to which the Management Agent will manage the day-to-day  operations of
the Properties.  1.26. "Minimum Gain Attributable to a Partner Nonrecourse Debt"
means minimum gain attributable to such Partner  Nonrecourse Debt, as determined
in accordance with the provisions of Regulations Section 1.704-2(i)(3).

1.27. "Net Proceeds of a Sale or Refinance  Transaction"  means the distribution
received  from any of the  Property  Partnerships  of  proceeds  from the  sale,
exchange,  condemnation (or similar eminent domain taking),  receipt of casualty
insurance proceeds (excluding any business interruption insurance proceeds),  or
any  disposition,  financing or refinancing of all or  substantially  all of the
Property owned by the Property  Partnership  minus all cash  expenditures of the
Property Partnership incurred in connection with such disposition,  financing or
refinancing  (including the repayment of principal of or interest on any note or
other obligation  received by the Property  Partnership in connection with sales
or  dispositions  (other than in the  ordinary  course of  business) of Property
Partnership  property),  minus all amounts paid to a Partner in  satisfaction of
the  principal  of or interest on any Loans  pursuant to Sections  5.02 and 5.03
hereof, and minus any amounts used to establish  reserves,  all as determined by
the General Partner.

1.28. "Nondeductible Expenditure" means an expenditure described in Code Section
705(a)(2)(B)  or  treated  as  such an  expenditure  under  Regulations  Section
1.704-2(b)(1) and Section 1.704-1(b)(2)(iv)(i).

1.29. "Nonrecourse Deductions" means the nonrecourse deductions as determined in
accordance with the provisions of Regulations Section 1.704-2(c).

1.30.  "Partner(s)"  means  collectively  the  General  Partner  and the Limited
Partners,  and  such  successors,  assigns  or  additional  partners  as  may be
admitted, from time to time, pursuant to the terms of this Agreement.

1.31. "Partner  Nonrecourse Debt" means any nonrecourse debt (within the meaning
of  Regulations  Section  1.704-2(b)(4))  for which a Partner bears the Economic
Risk of Loss.

1.32.  "Partnership"  means the Partnership  formed by and governed  pursuant to
this  Agreement,  as such  Partnership  may from time to time be constituted and
amended.

1.33. "Partnership Minimum Gain" means partnership minimum gain as determined in
accordance with the provisions of Regulations Section  1.704-2(b)(2) and Section
1.704-2(d).

1.34.  "Partnership  Nonrecourse  Liability" means any Partnership liability (or
portion  thereof) for which no Partner  bears the Economic Risk of Loss pursuant
to Regulations Section 1.752-1(a)(2).

1.35.  "Percentage  Interest"  shall mean,  with  respect to each  Partner,  the
percentage  interest  set forth  opposite  such  Partner's  name in Section 5.01
hereof.

1.36.  "Primary  Preferred Return" means a sum equal to twelve percent (12%) per
annum,  determined  on the basis of 365 or 366 days, as the case may be, for the
actual  number of days in the period for which the Primary  Preferred  Return is
being   determined,   cumulatively  (but  not  compounded)  to  the  extent  not
distributed in any period pursuant to Section 7.01(a) or Section 7.02(a) hereof,
of the aggregate  Adjusted  Capital  Contributions  of the Partners from time to
time during the period to which the Primary Preferred Return relates, commencing
on the first day any limited partner is admitted to the Partnership.

1.37.  "Profits  and Losses"  means,  for each Fiscal Year or other  period,  an
amount  equal to the  Partnership's  taxable  income  or loss  for such  year or
period,  determined  in  accordance  with  Section  703(a) of the Code (for this
purpose,  all items of income,  gain,  loss or  deduction  required to be stated
separately  pursuant  to  Section  703(a)(1)  of the Code shall be  included  in
taxable income or loss), with any adjustments required under Regulations Section
1.704-1(b);  provided,  however,  that any special allocations of income,  gain,
deduction or loss  pursuant to Sections  6.02 and 6.04 hereof shall not be taken
into account in computing Profits and Losses.

1.38.  "Property" or "Properties" means the real estate to be acquired by any or
all of the Property Partnerships.

1.39. "Property Partnership" means those partnerships listed in Exhibit A.

1.40.  "Purchase  Agreement"  means the  agreement  entered  into by each of the
Property  Partnerships  with the seller thereof for the purchase and sale of its
respective Property.

1.41.  "Regulation" means the Income Tax Regulations promulgated under the Code,
as such  Regulations may be amended from time to time,  including  corresponding
provisions of succeeding Regulations.

1.42. "Secondary Preferred Return" means a sum equal to twenty percent (20%) per
annum, determined on the basis of a year of 365 or 366 days, as the case may be,
for the actual  number of days in the period for which the  Secondary  Preferred
Return is being determined,  cumulatively (but not compounded) to the extent not
distributed in any given period  pursuant to Section  7.01(b) or Section 7.02(b)
hereof, of the Adjusted Capital  Contributions of the Partners from time to time
during the period to which the Secondary Preferred Return relates, commencing on
the first date any Limited Partners have been admitted to the Partnership.

1.43. "State" means the State of Delaware.

1.44. "Tax  Liquidation"  means the  liquidation of the  Partnership  within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g).

1.45. "Unreturned Capital Contribution" means the aggregate Capital Contribution
of a Partner  pursuant to Section 5.01 hereof  reduced by  distributions  to the
Partner pursuant to Article 7 hereof.


                                   ARTICLE 2.

                                 THE PARTNERSHIP

2.01.  Formation.  The Partnership was formed as a limited  partnership on March
22, 1999 for the  purposes  and upon the terms and  conditions  hereinafter  set
forth in this Agreement.

2.02.  Name. The  partnership  shall be conducted  under the name of Vinings/CMS
Master Partnership, L.P. (the "Partnership").

2.03.  Principal  Office.  The principal  office of the  Partnership  is c/o the
General Partner, 3111 Paces Mill Road, Suite A-200, Atlanta, Georgia, 30339.

2.04. Purpose. The purposes of the Partnership shall be (i) to hold interests in
the Property  Partnerships;  (ii) to conduct any  business  that may be lawfully
conducted by a limited  partnership  organized pursuant to the Act; and (iii) in
connection with or incidental to the  accomplishment of said purposes,  to enter
into,  perform  and carry out  contracts  and  activities  of every  nature  and
description.

2.05.  Term. The term of the  Partnership  shall commence upon the filing of the
Certificate of Limited Partnership with the Delaware Secretary of State, and the
Partnership  shall continue until December 31, 2049, unless sooner terminated as
hereinafter provided.

2.06.  Fiscal  Year.  The fiscal year of the  Partnership  shall be the calendar
year,  or  such  other  year  as is  required  by the  Code,  and  the  Treasury
Regulations promulgated thereunder.

2.07. No Partner Benefit. The credit and assets of the Partnership shall be used
solely for the benefit of the  Partnership  and shall not be used to further the
personal gain of any Partner.  No asset of the Partnership  shall be transferred
or encumbered for or in payment of any individual obligation of a Partner.

2.08.   Powers.  The  Partnership  shall  have  the  power  granted  to  limited
partnerships under the Act.  Notwithstanding  anything to the contrary contained
herein,  no  partner,  in its  capacity  as a Partner  (other  than the  General
Partner) or otherwise, shall have the power to execute documents on behalf of or
otherwise  bind the  Partnership,  all such power  being  vested in the  General
Partner.

2.09. Other Business, Conflicts, Waiver.

     (a)  Other Business.  Nothing in this Agreement shall be deemed to restrict
          in any way the  rights  of any  Partner,  or any of its  shareholders,
          partners or Affiliates to conduct any business or activity  whatsoever
          without any  accountability to the Partnership or to any other Partner
          even if such  business or activity  competes  with the business of the
          Partnership,  it being  understood  by each  Partner  that  any  other
          Partners or their respective shareholders,  partners or affiliates may
          be interested, directly or indirectly, in various other businesses and
          undertakings  not included in the  Partnership.  (b)  Conflicts.  Each
          Partner  understands and acknowledges that the conduct of the business
          of the  Partnership  may  involve  business  dealings  with such other
          businesses or undertakings of a Partner or its shareholders,  partners
          or affiliates.  The creation of the  Partnership and the assumption by
          each  of the  Partners  of  its  duties  hereunder  shall  be  without
          prejudice  to  their  respective   rights  (or  the  rights  of  their
          respective  shareholders,  partners or  affiliates)  to maintain  such
          other  interests  and  activities  and to receive and enjoy profits or
          compensation  therefrom,  and each Partner  waives any rights it might
          otherwise  have to share or  participate  in such  other  interest  or
          activities  of each other  Partner or its  shareholders,  partners  or
          affiliates.

2.10. Statutory Compliance.

     (a)  The  Partnership  shall exist under, be governed by and this Agreement
          shall be  construed  in  accordance  with the  applicable  laws of the
          State, including the Act. The Partnership,  shall make all filings and
          disclosures  required by, and shall  otherwise  comply with,  all such
          laws. All real and personal Property owned by the Partnership shall be
          deemed  owned by the  Partnership  as an entity,  in its name,  and no
          Partner  shall have any  ownership  interest  in such  Property in its
          individual name.

     (b)  The Certificate of Limited  Partnership,  which is hereby ratified and
          approved,  has been filed prior to the date  hereof.  The  Partnership
          and/or the Partners shall execute and file in the appropriate  records
          such  other   documents  and   instruments  as  may  be  necessary  or
          appropriate  with respect to the formation of, and conduct of business
          by, the Partnership.


                                   ARTICLE 3.

                             CONTROL AND MANAGEMENT

3.01. Management and Operation.

     (a)  Management  by the General  Partner.  Except as  otherwise  restricted
          herein, and subject to Sections 3.01(b), 3.01(c) and 12.01 hereof, the
          management  and  control  of  the  Partnership's   business  shall  be
          exercised by the General  Partner.  The General  Partner  shall devote
          such time to the affairs of the Partnership as is reasonably necessary
          to manage its affairs.  Except for the reimbursement of its reasonable
          out-of-pocket  expenses  incurred  on behalf of the  Partnership,  the
          General Partner shall receive no compensation for its services and for
          performing its duties as General Partner of the  Partnership.  Subject
          to the limitations otherwise provided in this Agreement,  particularly
          those set forth in Section  3.01(b),  the General  Partner  shall have
          full, complete and exclusive  authority,  power and discretion to make
          all  decisions  with  respect  to  the  business  and  affairs  of the
          Partnership, including but not limited to the power to:

          (i)  open,  maintain and close bank  accounts and draw checks or other
               orders for the  payment of money;

          (ii) receive,  dispose  of and deal in all  checks,  moneys  and other
               personal Property of the Partnership;

          (iii)employ employees, attorneys, accountants,  engineers, consultants
               and agents and terminate such employment;

          (iv) expend the capital and revenues of the Partnership in furtherance
               of the Partnership's purposes and business;

          (v)  enter into agreements and contracts with third parties, terminate
               such  agreements  and  institute,  defend and  settle  litigation
               arising  therefrom,  and give  receipts,  releases and discharges
               with  respect to all of the  foregoing  and any matters  incident
               thereto;

          (vi) sell, lease,  trade,  exchange or otherwise dispose of all or any
               portion of the Property of the Partnership;

          (vii)employ,  on behalf of the  Partnership,  such  firms,  persons or
               corporations as the General Partner, in its sole judgment,  deems
               necessary or  advisable  for the  operation of the  Partnership's
               business  on such  terms  and for such  compensation  as it shall
               determine;

          (viii) maintain  at the  expense  of the  Partnership  such  insurance
               coverage  for  workers'   compensation,   comprehensive   general
               liability,  product liability, and property liability and any and
               all other  insurance  necessary or appropriate to the business of
               the  Partnership,  in such  amounts and of such types as it shall
               determine from time to time;

          (ix) borrow  money  and issue  evidences  of  indebtedness  necessary,
               convenient or incidental to the accomplishment of the purposes of
               the Partnership,  secured by a mortgage,  pledge or other lien on
               any of the Partnership's properties or assets;

          (x)  execute,  in furtherance of any purpose of the  Partnership,  any
               deed, lease,  mortgage,  deed of trust, mortgage note, promissory
               note, bill of sale,  contract or other  instrument  purporting to
               convey  or  encumber  the  real  or  personal   Property  of  the
               Partnership and amendments thereof;

          (xi) determine the  accounting  methods and  conventions to be used in
               the preparation of the Partnership's financial statements and tax
               returns and make any and all elections  under the tax laws of the
               United   States,   the   several   states   and  other   relevant
               jurisdictions as to the treatment of items of income, gain, loss,
               deduction and credit of the  Partnership,  or any other method or
               procedure   related  to  the  preparation  of  the  Partnership's
               financial statements and tax returns; and



          (xii)engage  in any  kind  of  activity  and  perform  and  carry  out
               contracts of any kind  necessary  to, or in  connection  with, or
               convenient or incidental to the  accomplishment of the purpose of
               the Partnership,  as may be lawfully carried on or performed by a
               limited partnership under the laws of the State.

     (b)  Limitations  on Powers.  The General  Partner shall not enter into any
          commitment or other obligation  binding upon the  Partnership,  except
          for  (a)  actions  expressly  provided  for in this  Agreement  or (b)
          actions  by the  General  Partner  within  the scope of its  authority
          granted  in this  Agreement.  Subject  to  Section  12.01  hereof  and
          notwithstanding  the powers set forth in Section 3.01(a)  hereof,  the
          General  Partner shall not be permitted to make any decision to effect
          the following major transactions of the Partnership  without the prior
          written  consent of CMS,  which  consent  may be withheld in the sole
          reasonable  discretion of CMS (provided that reasonableness  shall not
          be required with respect to the unilateral  rights of CMS described in
          Section 12.01 below):

          (i)  a sale or other disposition of any of the Properties;

          (ii) a refinancing of the indebtedness of the Property Partnerships or
               the obtaining of any other indebtedness secured by any portion of
               any Property;

          (iii)the  approval  of capital  expenditures  in excess of the amounts
               set forth in the annual budget in accordance  with the Management
               Agreement;

          (iv) the approval of any agreement or contract with  Affiliates of the
               General Partner;

          (v)  subject to Section  3.04  hereof,  selecting,  hiring,  engaging,
               changing,  replacing  or  firing  any party  performing  property
               management services for the Property Partnerships; and

          (vi) making any  decisions or  consenting  to any actions on behalf of
               the  Partnership  in its  capacity  as a limited  partner  of any
               Property  Partnership  pursuant  to  the  Management   Agreement,
               including  approval  of Budgets  (as  defined  in the  Management
               Agreement) submitted from time to time by the Management Agent.

     (c)  Special Limitations on Powers. Notwithstanding any other provisions of
          this  Agreement to the contrary,  neither the General  Partner nor the
          Partnership  shall,  without the  unanimous  consent of all  Partners,
          undertake or permit the Partnership to (i) institute proceedings to be
          adjudicated bankrupt or insolvent;  (ii) consent to the institution of
          bankruptcy or insolvency proceedings against it; (iii) file a petition
          seeking or consenting to reorganization or relief under any applicable
          federal or state law relating to  bankruptcy;  (iv) seek or consent to
          the  appointment  of  a  receiver,   liquidator,   assignee,  trustee,
          sequestrator (or other similar  official) of all or a substantial part
          of the property of the  Partnership;  (v) make any  assignment for the
          benefit of  creditors;  (vi) admit in writing its inability to pay its
          debts  generally  as they become  due;  or (vii) take any  partnership
          action in furtherance of the foregoing actions;

     (d)  Duties of General Partner.  The General Partner (in certain  instances
          acting  through an Affiliate)  shall be  responsible  on behalf of the
          Partnership for carrying out the purposes of the Partnership described
          in Section 2.04 hereof in a reasonably  commercial manner.  Subject to
          the limitations  contained herein,  the General Partner shall have the
          same fiduciary duties to the Partnership and the Partners as a general
          partner would have to the  partnership of which it is general  partner
          and the limited partners  thereof,  and the General Partner shall have
          no other fiduciary duties to the Partnership or the Partners.

     (e)  Contractual  Relationships with Partners.  The general partner of each
          of the Property  Partnerships  has caused or will cause each  Property
          Partnership   to  acquire  the  Property   pursuant  to  the  Purchase
          Agreement,  and each Partner hereby  ratifies and accepts the terms of
          the Purchase  Agreement.  In addition,  the General  Partner  shall be
          permitted on behalf of the Partnership to enter into an agreement, the
          terms of  which  shall  be  subject  to the  approval  of the  Limited
          Partners,  with the  General  Partner or an  Affiliate  of the General
          Partner  pursuant to which the General  Partner or such Affiliate will
          receive the fees or other  compensation  described  in  Sections  3.04
          hereof.

3.02. Tax Matters Partners.  The General Partner shall serve as the "Tax Matters
Partner" which has the meaning of "tax matters partners" as set forth in Section
6231(a)(7)  of  the  Code.   The  Tax  Matters   Partner  shall  apply  for  the
Partnership's  federal  tax  identification  number and  generally  serve as the
liaison between the Partnership and the Internal Revenue Service in the event of
an audit of the  Partnership,  and as the  primary  coordinator  of  Partnership
actions in connection with such audit.  The Tax Matters Partner shall provide to
the other Partners copies of all notices sent to the Partnership by the Internal
Revenue  Service and shall keep the other  Partners  informed of the progress of
the tax audit. The Tax Matters Partner shall have similar  responsibilities  and
obligations with respect to any state and/or local tax audits.

3.03 Limitation on Liability of Partners: Indemnification.

     (a)  No  Partner  or  its  shareholders,  partners,  employees,  agents  or
          affiliates  shall  have any  liability  to the  Partnership  or to any
          Partners  for any loss,  cost or expenses  suffered or incurred by the
          Partnership  or its  Partners  which  arises  out of or relates to any
          action or  inaction  of any of such  person  provided  such  action or
          omission to act was not the result of any action by such Partners, its
          members, shareholders, partners, employees, agents or Affiliates taken
          in bad faith,  and/or in  violation  of this  Agreement  and/or  which
          constitutes gross negligence or willful misconduct.

     (b)  Each  Partner  and its  members,  shareholders,  partners,  employees,
          agents and affiliates shall be indemnified by the Partnership  against
          any losses,  judgments,  liabilities and expenses incurred in settling
          any claim or  incurred in any finally  adjudicated  legal  proceeding,
          including  reasonable  attorneys' fees and costs of removing any liens
          affecting   property  of  the  indemnitee,   and/or  amounts  paid  in
          settlement  of any claims  sustained by it arising from or relating to
          the Partnership, provided that the same were not the result of actions
          by such  Partners,  its members,  shareholders,  partners,  employees,
          agents or  Affiliates  taken in bad faith  and/or in violation of this
          Agreement   and/or  which   constitute  gross  negligence  or  willful
          misconduct.

     (c)  This  Section 3.03 shall inure to the benefit of the  Partners,  their
          members, shareholders, partners, employees, agents and affiliates, and
          their  respective  heirs,  executors,  administrators,  successors and
          assigns.

3.04 Acquisition Fee. The Partnership shall pay at Closing an acquisition fee to
MFI Realty,  Inc. or its affiliate in  connection  with the purchase and sale of
the Properties to be purchased by the Property  Partnerships  in an amount equal
to $233,173.


                                   ARTICLE 4.

                               ACCOUNTING RECORDS.

4.01.  Tax  Elections.  Partnership  tax elections  shall be made by the General
Partner, except that upon the written request of CMS, the Partnership shall make
the  election  pursuant to Section  754 of the Code,  to adjust the basis of the
Partnership's property as required under Sections 734 and 743 of the Code.

4.02.  Tax  Returns.  Each tax  return  and other  statement  to be filed by the
Partnership  with the Internal  Revenue  Service or any other  taxing  authority
shall be prepared by the Partnership  Accountants and copies of each such return
and statement shall be distributed to all of the Partners.

4.03.  Books.  Proper books of account shall be kept for the  Partnership  on an
accrual basis in accordance with GAAP for financial  accounting  purposes and in
accordance with this Agreement for tax accounting purposes, and entries shall be
made therein of all monies  expended and received by the  Partnership as well as
other matters  relating to the Partnership  usually or properly entered in books
of accounts.  Such books and all papers,  correspondence  and other  instruments
relating or belonging to the Partnership  shall be kept at the principal  office
of the Partnership, and each Partner shall have the right upon reasonable notice
to examine and  inspect the books,  records,  accounts  and other  papers of the
Partnership at all times during normal business hours. The General Partner shall
deliver to any Partner,  upon  request,  monthly  operating  statements  for the
Partnership.

4.04.  Fiscal  Year.  The Fiscal Year of the  Partnership  shall be the calendar
year. As used in this Agreement,  a Fiscal Year shall include any partial Fiscal
Year at the beginning and ending of the term of the Partnership.

4.05. Annual Audit or Review.

     (a)  The General  Partner shall  endeavor to deliver within sixty (60) days
          of the end of each Fiscal Year but in no event later than seventy-five
          (75)  days to  each  Partner  a  statement  (Form  K-1)  showing  such
          Partner's  share  of  the  Profits  and  Losses  and  capital  of  the
          Partnership.  Within one  hundred  twenty  (120) days after the end of
          each  Fiscal Year of the  Partnership,  a general  accounting  and, as
          determined  by the  Partners,  an  audit  shall  be  completed  by the
          Partnership  Accountants  at  the  expense  of  the  Partnership,   in
          accordance with generally  accepted auditing  standards,  covering the
          assets,  liabilities  and net  worth of the  Partnership  and also its
          dealings, transactions and operations during such fiscal year, and all
          other matters customarily included in such audit.

     (b)  Each Partner shall be furnished with financial  statements which shall
          contain a balance  sheet as of the end of the Fiscal Year,  statements
          of income and changes in Partners' Capital Accounts and a statement of
          cash flow for the Fiscal Year then ended.

4.06.  Partnership  Funds.  All  funds  of the  Partnership  shall  be  kept  in
segregated  accounts of investments in the name of the Partnership and shall not
be commingled with any other funds. To the extent practicable,  all funds of the
Partnership shall be invested in short-term U.S.  government  securities or bank
certificate  of  deposit  or  shall be  deposited  in  interest-bearing  bank or
money-market accounts. Any remaining funds of the Partnership shall be kept in a
Partnership  account or accounts  in such bank or banks as the  General  Partner
shall  select and be  disbursed by the General  Partner in  accordance  with the
Agreement.

4.07. Title to Partnership Property. All property owned by the Partnership shall
be owned by the Partnership as an entity and, insofar as permitted by applicable
law, no Partner shall have any ownership interest in any Partnership property in
its individual name or right, and each Partner's  Partnership  Interest shall be
personal property for all purposes.

4.08. Separateness/Operations Matters. The Partnership shall:

     (a)  maintain  books and records and bank  accounts  separate from those of
          any other person;

     (b)  maintain  its  assets  in  such a  manner  that  it is not  costly  or
          difficult to segregate, identify or ascertain such assets;

     (c)  hold regular meetings, as appropriate,  to conduct the business of the
          Partnership,  and observe all customary organizational and operational
          formalities;

     (d)  hold itself out to creditors and the public as a legal entity separate
          and distinct from any other entity;

     (e)  prepare separate tax returns and financial statements, or if part of a
          consolidated group, then it will be shown as a separate member of such
          group;

     (f)  allocate  and charge  fairly and  reasonably  any common  employee  or
          overhead shared with affiliates;

     (g)  transact all business  with  affiliates on an  arm's-length  basis and
          pursuant to enforceable agreements;

     (h)  conduct business in its own name;

     (i)  not commingle its assets or funds with those of any other person;

     (j)  not assume,  guarantee  or pay the debts or  obligations  of any other
          person;

     (k)  correct any known misunderstanding as to its separate identity;

     (l)  not permit any  affiliate to guarantee or pay its  obligations  (other
          than  limited   guarantees  set  forth  in  the  Mortgage  or  related
          documents); and

     (m)  not make loans or advances to any other person.


                                   ARTICLE 5.

                              CAPITAL CONTRIBUTIONS

5.01.  Capital  Contributions.   Each  Partner's  initial  Capital  Contribution
hereunder  shall consist of the cash  contributions  which each Partner has made
and shall make on or before the closing, as the case may be, as follows:

- ------------------------------------------------------------------------
                                           PARTNER'S         CAPITAL
           PARTNER                        % INTEREST       CONTRIBUTION
- ------------------------------------------------------------------------
Vinings Investment Properties, L.P.,
   General Partner                           .10%           $      100

Vinings Investment Properties, L.P.        19.98%            1,705,000

CMS Multifamily Investment Partners        71.93%            6,274,400

CMS Diversified Partners, L.P.              7.99%              545,600
                                           ------           ----------
TOTAL                                     100.00%           $8,525,100
- -------------------------------------------------------------------- ----


5.02.  Additional  Capital  Contributions.  If, in the  judgment  of the General
Partner, the Partnership requires additional capital to contribute to any of the
Property  Partnerships  for the  rehabilitation  of any  Property  owned  by the
Property Partnerships  requiring the additional capital, the Partners shall make
additional  Capital  Contributions to the Partnership of the additional  capital
that is required.  Such additional  Capital  Contributions  shall be made by the
Partners in accordance with their Percentage Interests;  provided, however, that
no Partner shall be obligated to make aggregate additional Capital Contributions
pursuant  to this  Section  5.02 of more than ten  percent  (10%) of the initial
Capital  Contribution set forth in Section 5.01 hereof. If a Partner defaults in
its  obligation  to make an  additional  Capital  Contribution  pursuant to this
Section 5.02 in whole or in part, the additional  Capital  Contribution  made by
the other  Partner,  and the unfunded  additional  Capital  Contribution  of the
defaulting  Partner,  if the other Partner elects in its sole discretion to fund
such amount (in accordance with its Percentage  Interests or as otherwise agreed
to by the other Partner),  shall be treated as a Loan to the Partnership  having
the same terms as a voluntary loan pursuant to Section 5.03 hereof.

5.03.  Voluntary  Loans.  If,  in the  judgment  of  the  General  Partner,  the
Partnership requires working capital or any of the Property Partnerships require
additional  contributions in excess of amounts required to be contributed to the
Partnership  pursuant to Section 5.02 hereof, such additional working capital or
additional contributions may be provided by voluntary loans (the "Loans") by the
General  Partner or one or more of the Partners,  such Loans to bear interest at
15%, and shall be repaid out of Cash Flow or Net Proceeds of a Sale or Refinance
Transaction  before any  distributions are made pursuant to Article 7 hereof. In
the event that more than one  Partner  desires to make a Loan,  the amount  that
each such Partner shall be entitled to lend shall be (y) the total amount of the
additional  working  capital that the General  Partner  determines  is required,
divided by (z) the number of  Partners  desiring  to make the Loan.  Any and all
loans made  pursuant to this Section 5.03 shall be repaid pari passu;  provided,
however,  that the principal of all Loans shall be prepaid before payment of any
interest thereof.

5.04. Capital Accounts; Loans.

     (a)  Each Partner shall have a Capital Account.

     (b)  Except as specifically  provided herein, no Partner may contribute to,
          or withdraw capital from, the Partnership.

     (c)  Loans  by any  Partner  to the  Partnership  shall  not be  considered
          Capital  Contributions,  and shall not increase the Capital Account of
          the lending Partner.

     (d)  No  interest  shall  be  paid  on  any  Capital  Contribution  to  the
          Partnership by any Partner.


                                   ARTICLE 6.

                                   ALLOCATIONS

6.01  Profits.  After  giving  effect to the  special  allocations  set forth in
Sections 6.03, 6.04, 6.05(b) and 6.05(e)(i) hereof,  Profits for any Fiscal Year
shall be allocated in the following order and priority:

     (a)  First,  to the Limited  Partners in an amount equal to the excess,  if
          any,  of (i) the  cumulative  Losses  allocated  pursuant  to  Section
          6.02(a)(iv)   hereof  for  all  prior  Fiscal  Years,  over  (ii)  the
          cumulative  Profits allocated  pursuant to this Section 6.1(a) for all
          prior Fiscal Years;

     (b)  Second,  to the Limited Partners in an amount equal to the excess,  if
          any, of (i) the sum of (A) the  cumulative  Primary  Preferred  Return
          from the inception of the  Partnership  to the last day of such Fiscal
          Year,  and (B) the  cumulative  Losses  allocated  pursuant to Section
          6.02(iii) for all prior Fiscal Years, over (ii) the cumulative Profits
          allocated pursuant to this Section 6.01(b) for all prior Fiscal Years;

     (c)  Third,  to the Limited  Partners in an amount equal to the excess,  if
          any, of (i) the sum of (A) the cumulative  Secondary  Preferred Return
          from the inception of the  Partnership  to the last day of such Fiscal
          Year,  and (B) the  cumulative  Losses  allocated  pursuant to Section
          6.02(a)(ii)  for all prior  Fiscal  Years,  over  (ii) the  cumulative
          Profits  allocated  pursuant  to this  Section  6.01(c)  for all prior
          Fiscal Years; and

     (d)  The  balance,  if  any,  seventy-five  percent  (75%)  to the  Limited
          Partners and twenty-five percent (25%) to the General Partner.

6.02.  Losses.  After  giving  effect to the  special  allocations  set forth in
Sections 6.03 and 6.04 hereof,  Losses for any Fiscal Year shall be allocated as
set forth in  Section  6.02(a)  below,  subject  to the  limitations  in Section
6.02(b) below.

     (a)  Losses for any Fiscal Year shall be allocated in the  following  order
          and priority:

          (i)  First,  seventy-five  percent  (75%) to the Limited  Partners and
               twenty-five  percent  (25%) to the  General  Partner in an amount
               equal  to the  excess,  if  any,  of (A) the  cumulative  Profits
               allocated pursuant to Section 6.01(d) hereof for all prior Fiscal
               Years, over (B) the cumulative Losses allocated  pursuant to this
               Section 6.02(a)(i) for all prior Fiscal Years;

          (ii) Second,  one hundred percent (100%) to the Limited Partners in an
               amount equal to the excess, if any, of (A) the cumulative Profits
               allocated pursuant to Section 6.01(c) hereof for all prior Fiscal
               Years, over (B) the cumulative Losses allocated  pursuant to this
               Section 6.02(a)(ii) for all prior Fiscal Years;

          (iii)Third,  one hundred percent (100%) to the Limited  Partners in an
               amount equal to the excess, if any, of (A) the cumulative Profits
               allocated pursuant to Section 6.01(b) hereof for all prior Fiscal
               Years, over (B) the cumulative Losses allocated  pursuant to this
               Section 6.02(a)(iii) for all prior Fiscal Years; and

          (iv) The balance,  if any, one hundred  percent  (100%) to the Limited
               Partners.

     (b)  The Losses  allocated  pursuant to Section  6.02(a)  hereof  shall not
          exceed the maximum  amount of Losses that can be so allocated  without
          causing  any  Limited  Partner  to have an  Adjusted  Capital  Account
          Deficit at the end of any Fiscal  Year.  In the event some but not all
          of the Limited  Partners would have Adjusted  Capital Account Deficits
          as a  consequence  of an  allocation  of Losses  pursuant  to  Section
          6.02(a),  the  limitation  set forth in this Section  6.02(b) shall be
          applied  on a  Limited  Partner  by  Limited  Partner  basis  so as to
          allocate the maximum  permissible Losses to each Limited Partner under
          Section  1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess
          of the limitation set forth in this Section 6.02(b) shall be allocated
          to the General Partner.

6.03. Special  Allocations.  The following special  allocations shall be made in
the following order:

     (a)  Minimum  Gain  Chargeback.  Except as  otherwise  provided  in Section
          1.704-2(f) of the Regulations,  notwithstanding any other provision of
          this Section 6, if there is a net decrease in Partnership Minimum Gain
          during any  Partnership  Fiscal Year, each General Partner and Limited
          Partner shall be specially  allocated items of Partnership  income and
          gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years)
          in an  amount  equal to such  Person's  share of the net  decrease  in
          Partnership  Minimum Gain,  determined in accordance with  Regulations
          Section  1.704-2(g).  Allocations  pursuant to the  previous  sentence
          shall be made in proportion to the respective  amounts  required to be
          allocated  to  each  General  Partner  and  Limited  Partner  pursuant
          thereto.  The  items  to  be  so  allocated  shall  be  determined  in
          accordance  with  Sections  1.704-2(f)(6)  and  1.704-2(j)(2)  of  the
          Regulations.  This  Section  6.03(a) is  intended  to comply  with the
          minimum  gain  chargeback  requirement  in Section  1.704-2(f)  of the
          Regulations and shall be interpreted consistently therewith.

     (b)  Partner  Minimum  Gain  Chargeback.  Except as  otherwise  provided in
          Section  1.704-2(i)(4) of the Regulations,  notwithstanding  any other
          provision  of this  Section 6, if there is a net  decrease  in Partner
          Nonrecourse  Debt Minimum Gain  attributable to a Partner  Nonrecourse
          Debt during any  Partnership  Fiscal Year, each Person who has a share
          of the Partner  Nonrecourse  Debt  Minimum Gain  attributable  to such
          Partner  Nonrecourse  Debt,  determined  in  accordance  with  Section
          1.704-2(i)(5) of the Regulations,  shall be specially  allocated items
          of  Partnership  income  and  gain  for  such  Fiscal  Year  (and,  if
          necessary,  subsequent  Fiscal  Years)  in an  amount  equal  to  such
          Person's share of the net decrease in Partner Nonrecourse Debt Minimum
          Gain  attributable  to such Partner  Nonrecourse  Debt,  determined in
          accordance  with  Regulations   Section   1.704-2(i)(4).   Allocations
          pursuant to the previous  sentence  shall be made in proportion to the
          respective  amounts  required to be allocated to each General  Partner
          and Limited  Partner  pursuant  thereto.  The items to be so allocated
          shall be  determined in accordance  with  Sections  1.704-2(i)(4)  and
          1.704-2(j)(2) of the Regulations.  This Section 6.03(b) is intended to
          comply  with  the  minimum  gain  chargeback  requirement  in  Section
          1.704-2(i)(4) of the Regulations and shall be interpreted consistently
          therewith.

     (c)  Qualified Income Offset. In the event any Limited Partner unexpectedly
          receives any adjustments,  allocations or  distributions  described in
          Regulations  Section   1.704-1(b)(2)(ii)(d)(4),   Regulations  Section
          1.704-1(b)(2)(ii)(d)(5),         or        Regulations         Section
          1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be
          specially  allocated  to each such  Limited  Partner  in an amount and
          manner  sufficient  to  eliminate,  to  the  extent  required  by  the
          Regulations,  the  Adjusted  Capital  Account  Deficit of such Limited
          Partner as quickly as possible,  provided that an allocation  pursuant
          to this Section  6.03(c)  shall be made if and only to the extent that
          such Limited  Partner would have an Adjusted  Capital  Account Deficit
          after all other  allocations  provided for in this Section 6 have been
          tentatively made as if this Section 6.03(c) were not in the Agreement.

     (d)  Gross  Income  Allocation.  In the event  any  Limited  Partner  has a
          deficit  Capital  Account at the end of any  Partnership  Fiscal  Year
          which is in excess of the sum of (i) the amount such  Limited  Partner
          is  obligated  to  restore  (pursuant  to the  terms  of such  Limited
          Partner's  Promissory  Note or  otherwise),  and (ii) the amount  such
          Limited  Partner is deemed to be obligated to restore  pursuant to the
          penultimate  sentences  of  Regulations  Sections   1.704-2(g)(1)  and
          1.704-2(i)(5),  each such Limited Partner shall be specially allocated
          items of  Partnership  income and gain in the amount of such excess as
          quickly as  possible,  provided  that an  allocation  pursuant to this
          Section  6.03(d)  shall be made if and only to the  extent  that  such
          Limited Partner would have a deficit Capital Account in excess of such
          sum after all other  allocations  provided  for in this Section 6 have
          been  tentatively  made as if this Section 6.03(d) and Section 6.03(c)
          hereof were not in the Agreement.

     (e)  Nonrecourse  Deductions.  Nonrecourse  Deductions  for any Fiscal Year
          shall be specially allocated to the Limited Partners.

     (f)  Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for
          any Fiscal Year shall be specially allocated to the General Partner or
          Limited  Partners who bears the economic  risk of loss with respect to
          the  Partner  Nonrecourse  Debt  to  which  such  Partner  Nonrecourse
          Deductions are  attributable  in accordance with  Regulations  Section
          1.704-2(i)(1).

     (g)  Section 754  Adjustment.  To the extent an  adjustment to the adjusted
          tax basis of any Partnership  asset pursuant to Code Section 734(b) or
          Code  Section  743(b) is  required,  pursuant to  Regulations  Section
          1.704-1(b)(2)(iv)(m)(2)         or         Regulations         Section
          1.704-1(b)(2)(iv)(m)(4),  to be  taken  into  account  in  determining
          Capital  Accounts as the result of a distribution to a General Partner
          or Limited  Partner in  complete  liquidation  of his  interest in the
          Partnership,  the amount of such  adjustment  to the Capital  Accounts
          shall be treated as an item of gain (if the  adjustment  increases the
          basis of the asset) or loss (if the  adjustment  decreases such basis)
          and such gain or loss  shall be  specially  allocated  to the  General
          Partner and Limited Partners in accordance with their interests in the
          Partnership     in    the    event    that     Regulations     Section
          1.704-1(b)(2)(iv)(m)(2) applies, or to the General Partner and Limited
          Partners  to  whom  such  distribution  was  made  in the  event  that
          Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

     (h)  Imputed  Interest.  To the extent the Partnership has taxable interest
          income with respect to any Promissory  Note pursuant to Section 483 or
          Sections 1271 through 1288 of the Code:

          (i)  Such interest income shall be specially  allocated to the Limited
               Partner to whom such Promissory Note relates; and

          (ii) The amount of such  interest  income  shall be excluded  from the
               Capital Contributions  credited to such Limited Partner's Capital
               Account in connection  with payments of principal with respect to
               such  Promissory  Note.  (i)  Basis  Increases.  In the event the
               adjusted tax basis of any Code Section 38 property  that has been
               placed in service by the  Partnership  is  increased  pursuant to
               Code Section 50(c),  such increase  shall be specially  allocated
               among the General Partner and Limited Partners (as an item in the
               nature  of  income  or  gain)  in  the  same  proportions  as the
               investment  tax credit that is  recaptured  with  respect to such
               property  is  shared  among  the  General   Partner  and  Limited
               Partners.

     (j)  Basis Reductions. Any reduction in the adjusted tax basis (or cost) of
          Partnership  Code Section 38 property  pursuant to Code Section  50(c)
          shall be  specially  allocated  among the General  Partner and Limited
          Partners  (as an item in the nature of expenses or losses) in the same
          proportions  as the  basis  (or cost) of such  property  is  allocated
          pursuant to Regulations Section 1.46-3(f)(2)(i).

     (k)  Allocations Relating to Taxable Issuance of Partnership Interests. Any
          income,  gain,  loss,  or  deduction  realized as a direct or indirect
          result  of the  issuance  of an  interest  in the  Partnership  by the
          Partnership  to a Partner (the  "Issuance  Items")  shall be allocated
          among the Partners so that, to the extent possible,  the net amount of
          such Issuance Items,  together with all other  allocations  under this
          Agreement to each Partner, shall be equal to the net amount that would
          have been allocated to each such Partner if the Issuance Items had not
          been realized.

     (l)  Curative  Allocations.  The allocations set forth in Sections 6.02(b),
          6.03(a),  6.03(b),  6.03(c),  6.03(d),  6.03(e),  6.03(f), and 6.03(g)
          hereof  (the  "Regulatory  Allocations")  are  intended to comply with
          certain  requirements  of the  Regulations.  It is the  intent  of the
          Partners  that, to the extent  possible,  all  Regulatory  Allocations
          shall be offset  either  with  other  Regulatory  Allocations  or with
          special allocations of other items of Partnership income,  gain, loss,
          or deduction pursuant to this Section 6.04. Therefore, notwithstanding
          any  other  provision  of this  Section 6 (other  than the  Regulatory
          Allocations),  the General Partner shall make such offsetting  special
          allocations  of  Partnership  income,  gain,  loss,  or  deduction  in
          whatever  manner  it  determines   appropriate  so  that,  after  such
          offsetting  allocations are made,  each General  Partner's and Limited
          Partner's Capital Account balance is, to the extent possible, equal to
          the Capital  Account  balance such General  Partner or Limited Partner
          would  have  had if the  Regulatory  Allocations  were not part of the
          Agreement  and  all  Partnership  items  were  allocated  pursuant  to
          Sections 6.01, 6.02(a),  6.03(h), 6.03(i), 6.03(j), 6.03(k), and 6.05.
          In exercising  its  discretion  under this Section  6.04,  the General
          Partner shall take into account future  Regulatory  Allocations  under
          Sections  6.03(a) and 6.03(b) that,  although not yet made, are likely
          to offset other Regulatory  Allocations previously made under Sections
          6.03(e) and 6.03(f).

6.04 Other Allocation Rules.

     (a)  The basis (or cost) of any Partnership  Code Section 38 property shall
          be  allocated  among the  General  Partner  and  Limited  Partners  in
          accordance with Regulations Section  1.46-3(f)(2)(i).  All tax credits
          (other than the  investment  tax credit) shall be allocated  among the
          General  Partner and Limited  Partners in accordance  with  applicable
          law.

     (b)  In the event  Partnership  Code  Section 38  property  is  disposed of
          during any taxable  year,  Profits for such taxable year (and,  to the
          extent such Profits are insufficient,  Profits for subsequent  taxable
          years) in an amount equal to the excess,  if any, of (i) the reduction
          in the adjusted tax basis (or cost) of such property  pursuant to Code
          Section  50(c),  over (ii) any  increase in the  adjusted tax basis of
          such property pursuant to Code Section 50(c) caused by the disposition
          of such  property,  shall  be  excluded  from  the  Profits  allocated
          pursuant to Section 6.01 hereof and shall  instead be allocated  among
          the  General  Partner  and Limited  Partners  in  proportion  to their
          respective  shares of such  excess,  determined  pursuant  to Sections
          6.03(j)  and 6.03(k)  hereof.  In the event more than one item of such
          property is disposed of by the  Partnership,  the  foregoing  sentence
          shall  apply to such items in the order in which they are  disposed of
          by the Partnership, so that Profits equal to the entire amount of such
          excess with  respect to the first such  property  disposed of shall be
          allocated  prior to any  allocations  with  respect to the second such
          property disposed of, and so forth.

     (c)  Generally,  all Profits and Losses  allocated to the Limited  Partners
          shall be  allocated  among  them in  proportion  to  their  Percentage
          Interests.  In the event  more than one  Person is a General  Partner,
          Profits or Losses  allocated to the General  Partners shall be divided
          among them as they may agree. In the event additional Limited Partners
          are admitted to the  Partnership on different  dates during any Fiscal
          Year, the Profits (or Losses)  allocated to the Partners for each such
          Fiscal  Year  shall  be  allocated  among  the  Limited   Partners  in
          proportion to their respective  Percentage Interests from time to time
          during such Fiscal Year in accordance with Code Section 706, using any
          convention  permitted by law and selected by the General  Partner.  In
          such event,  subsequent allocations of Losses (or Profits) pursuant to
          Section 6.02(a)(i),  Section  6.02(a)(ii),  Section  6.02(a)(iii),  or
          Section  6.01(b) hereof shall be allocated (i) first,  so as to offset
          the  Profits  (or  Losses)  allocated  for such  Fiscal Year or Fiscal
          Years,  and (ii) the  balance,  if any,  to the  Limited  Partners  in
          proportion to the Percentage Interests held by each. Clause (i) in the
          preceding  sentence shall be disregarded to the extent the Profits (or
          Losses)  described  in such clause have  effectively  been offset as a
          consequence of the application of Section 6.02(b) hereof.

     (d)  For purposes of  determining  the  Profits,  Losses or any other items
          allocable  to any period,  Profits,  Losses,  and any such other items
          shall be determined on a daily, monthly, or other basis, as determined
          by the General Partner using any permissible method under Code Section
          706 and the Regulations thereunder.

     (e)  The  Partners  are  aware  of  the  income  tax  consequences  of  the
          allocations made by this Section 6 and hereby agree to be bound by the
          provisions of this Section 6 in reporting  their shares of Partnership
          income and loss for income tax purposes.

     (f)  Solely for  purposes of  determining  a General  Partner's  or Limited
          Partner's proportionate share of the "excess nonrecourse  liabilities"
          of  the  Partnership   within  the  meaning  of  Regulations   Section
          1.752-3(a)(3),  the General Partner's and Limited Partners'  interests
          in Partnership  profits are in proportion to the Partners'  Percentage
          Interests.



     (g)  To the extent permitted by Sections  1.704-2(h)(3) of the Regulations,
          the General Partner shall endeavor to treat distributions of Cash Flow
          or Net Proceeds of a Sale or Refinance Transaction as having been made
          from the proceeds of a Nonrecourse  Liability or a Partner Nonrecourse
          Debt  only to the  extent  that  such  distributions  would  cause  or
          increase an Adjusted Capital Account Deficit for any Limited Partner.

6.06 Tax  Allocations:  Code Section  704(c).  In  accordance  with Code Section
704(c) and the Regulations  thereunder,  income,  gain, loss, and deduction with
respect to any property  contributed  to the capital of the  Partnership  shall,
solely for tax  purposes,  be  allocated  among the General  Partner and Limited
Partners so as to take account of any  variation  between the adjusted  basis of
such property to the Partnership for federal income tax purposes and its initial
Gross Asset Value (computed in accordance with Section 1.23(d) hereof).

In the event the Gross Asset Value of any Partnership asset is adjusted pursuant
to Section 1.23(d) hereof,  subsequent  allocations of income,  gain,  loss, and
deduction with respect to such asset shall take account of any variation between
the adjusted  basis of such asset for federal  income tax purposes and its Gross
Asset Value in the same manner as under Code Section 704(c) and the  Regulations
thereunder.

Any elections or other decisions  relating to such allocations  shall be made by
the  General  Partner in any manner  that  reasonably  reflects  the purpose and
intention  of this  Agreement.  Allocations  pursuant to this  Section  6.06 are
solely for purposes of federal,  state, and local taxes and shall not affect, or
in any way be taken into account in computing,  any Person's  Capital Account or
share  of  Profits,  Losses,  other  items,  or  distributions  pursuant  to any
provision of this Agreement.

6.07 Tax Termination of the Partnership.

     (a)  Notwithstanding any other provision of this Agreement to the contrary,
          the  transfer,  sale  or  other  disposition  of an  Interest  in  the
          Partnership,  or any right, title or interest therein or thereto, will
          not be permitted if the Partnership Interest sought to be transferred,
          sold or disposed of, when added to the total of all other  Partnership
          Interests transferred, sold or disposed of within the period of twelve
          (12) consecutive months ending with the proposed date of the transfer,
          sale or other disposition, results in a termination of the Partnership
          under Section 708 of the Code.

     (b)  A transferee  of a  Partnership  Interest  will succeed to the capital
          account  relating to a  Partnership  Interest  transferred;  provided,
          however,  that if the transfer causes a termination of the Partnership
          under Section 708(b)(1)B) of the Code, the Partnership shall be deemed
          to  have  contributed  all  of its  assets  and  liabilities  to a new
          partnership in exchange for an interest in the new  partnership;  and,
          immediately   thereafter,   the  terminated  partnership   distributes
          interests in the new  partnership  to the  purchasing  Partner and the
          other remaining  partners in proportion to their respective  interests
          in  the  terminated  partnership  in  liquidation  of  the  terminated
          partnership,  either for the  continuation  of the business by the new
          partnership  or for  its  dissolution  and  winding  up.  The  capital
          accounts of the new partnership shall be maintained in accordance with
          the principles set forth herein.


                                   ARTICLE 7.

                                  DISTRIBUTIONS

7.01.  Distribution of Cash Flow. Except as otherwise provided herein, Cash Flow
shall be distributed not later than the 45th day following the six-month periods
ending  June  30 and  December  31 of  each  year  in the  following  order  and
priority:

     (a)  First, to the Limited  Partners,  in an amount equal to the excess, if
          any, of (i) the cumulative Primary Preferred Return from the inception
          of the Partnership to the end of such  semi-annual  period,  over (ii)
          the sum of all prior distributions to the Limited Partners pursuant to
          Sections  7.01(c),  7.02(a),  and  7.02(c)  hereof  and  this  Section
          7.01(a);

     (b)  Second,  fifteen percent (15%) to the General Partner, and eighty-five
          percent  (85%)  to the  Limited  Partners  in  accordance  with  their
          Percentage  Interests  until such time as the Limited  Partners  shall
          receive an amount equal to the excess,  if any, of (i) the  cumulative
          Secondary  Preferred  Return from the inception of the  Partnership to
          the end of such  semi-annual  period,  over  (ii) the sum of all prior
          distributions  to the Limited Partners  pursuant to Sections  7.01(a),
          7.01(c), 7.02(a), and 7.02(c) hereof and this Section 7.01(b); and

     (c)  The balance, if any,  twenty-five percent (25%) to the General Partner
          and  seventy-five  percent (75%) to the Limited Partners in accordance
          with their Percentage Interests.

In the event that any distribution of Cash Flow is based upon an estimate of the
net cash flow from  operations and it is later  determined  that the actual Cash
Flow was less than the estimated amount, the General Partner shall then have the
right to either  (i)  offset the  amount of such  excess  distributions  against
future  distributions,  or (ii) to  cause  the  Partners  to repay  such  excess
distributions to the Partnership, without interest. Except as otherwise required
by  law,  no  distribution  of  property  in kind by the  Partnership  shall  be
permitted without the prior written consent of the Partners.

7.02. Distributions of Net Proceeds of a Sale or Refinancing Transaction. Except
as  otherwise  provided  in  Section  5.03  hereof,  Net  Proceeds  of a Sale or
Refinance Transaction shall be distributed,  at such time as the General Partner
may determine, in the following order and priority:

     (a)  First,  to the Limited  Partners in an amount equal to the excess,  if
          any, of (i) the cumulative Primary Preferred Return from the inception
          of the  Partnership to the date such  distribution  is made, over (ii)
          the sum of all prior distributions to the Limited Partners pursuant to
          Section 7.01(a), 7.01(b), 7.01(c), 7.02(d) and 7.02(e) hereof and this
          Section 7.02(a);

     (b)  Second, to the Partners in proportion to and up to the amount of their
          respective  Unreturned  Capital  Contributions;

     (c)  Third,  fifteen  percent (15%) to the General Partner or its affiliate
          and  eighty-five  percent (85%) to the Limited  Partners in accordance
          with  their  Percentage  Interests  until  such  time  as the  Limited
          Partners  have  receive,  in the  aggregate,  an  amount  equal to the
          excess, if any, of (i) the cumulative  Secondary Preferred Return from
          the  inception of the  Partnership  to the date such  distribution  is
          made,  over (ii) the sum of all  prior  distributions  to the  Limited
          Partners pursuant to Sections 7.01(a),  7.01(b),  7.01(c), 7.02(a) and
          7.02(d) hereof and this Section 7.02(c); and

     (d)  The balance, if any,  twenty-five percent (25%) to the General Partner
          and  seventy-five  percent (75%) to the Limited Partners in accordance
          with their Percentage Interests.

7.03 Division Among the General Partners and Limited Partners. All distributions
to the Limited  Partners  pursuant to this Section 7 shall be divided among them
in proportion to their Percentage Interests. In the event there is more than one
General Partner,  all amounts to be distributed to the General Partners pursuant
to this Section 7 shall be divided among them as they may agree.

7.04  Amounts  Withheld.  All  amounts  withheld  pursuant  to the  Code  or any
provision  of  any  state  or  local  tax  law  with  respect  to  any  payment,
distribution  or  allocation to the  Partnership,  the General  Partner,  or the
Limited Partners shall be treated as amounts  distributed to the General Partner
and the Limited Partners  pursuant to this Section 7 for all purposes under this
Agreement. The General Partner is authorized to withhold from distributions,  or
with respect to allocations, to the General Partner and the Limited Partners and
pay over to federal,  state or local  governments any amounts  required to be so
withheld pursuant to the Code and any provisions of any other federal,  state or
local law and shall allocate such amounts to the General Partner and the Limited
Partners with respect to which such amount was withheld.


                                   ARTICLE 8.

                    TRANSFER OF LIMITED PARTNERSHIP INTEREST;
                    ADMISSION OF SUBSTITUTED LIMITED PARTNERS

8.01.  A Limited  Partner  may  assign  or  transfer  all or a  portion  of such
Partner's  interest  in the  Partnership  only if (i) the  Partner  obtains  the
written consent of the General Partner to the assignment or transfer, and (ii) a
duly executed and acknowledged written instrument of assignment or transfer in a
form  satisfactory  to the  General  Partner,  the  terms  of  which  are not in
contravention  of any of the  provisions  of this  Agreement,  is filed with the
Partnership.  Notwithstanding  the foregoing,  CMS may transfer or assign all or
any portion of its limited partnership interest to any affiliate of CMS provided
that such  transfer  does not  violate  the  provisions  of  Article  14 of this
Agreement and does not cause a termination for tax purposes pursuant to the Code
or any state of local law.

8.02. No assignee of the whole or any portion of a Limited Partner's interest in
the Partnership shall have the right to become a substituted  Limited Partner in
place of its assignor unless all of the following conditions are satisfied:

     (a)  The duly executed and  acknowledged  written  instrument of assignment
          which has been filed with the Partnership  sets forth the intention of
          the assignor that the assignee  become a substituted  Limited  Partner
          with respect to the assigned interest;

     (b)  The  assignor  and  assignee   execute  and  acknowledge   such  other
          instruments as the General  Partner may deem necessary or desirable to
          effect such admission,  including the written  acceptance and adoption
          by the assignee of the provisions of this Agreement; and

     (c)  The  written  consent of each  Partner to such  substitution  shall be
          obtained, the granting or denial of which shall be within the sole and
          absolute discretion of each Partner.

         8.03.  Nothing herein shall preclude the General Partner or any Limited
Partner from acquiring the interest of a transferring  Limited Partner  pursuant
to the  provisions  of Sections  8.01 and 8.02  hereof  and, as to the  acquired
interest, becoming a substituted Limited Partner.


                                   ARTICLE 9.

                      TRANSFER OF GENERAL PARTNER INTEREST;
                     ADMISSION OF SUCCESSOR GENERAL PARTNER

9.01. The General Partner may not transfer any of its General  Partner  interest
in the  Partnership,  unless (i) a majority in interest of the Limited  Partners
consent to such  transfer in writing,  the  granting or denial of which  consent
shall be within the sole and  absolute  discretion  of each  Partner,  (ii) such
transfer  is to an entity  which is  directly or  indirectly  controlled  by the
General  Partner  or any of its  subsidiaries,  and  (iii) a duly  executed  and
acknowledged  written  instrument of  assignment,  the terms of which are not in
contravention  of any of the  provisions  of this  Agreement,  is filed with the
Partnership.  An assignee  of the whole or any portion of the General  Partner's
interest in the Partnership  shall be entitled to receive  distributions of cash
or other property from the  Partnership  applicable to the interest  acquired by
reason of such assignment.

9.02. A successor to all of the General  Partner's  interest in the  Partnership
pursuant  to Section  9.01  hereof who is proposed to be admitted as a successor
General  Partner shall be admitted to the  Partnership  as the General  Partner,
effective  upon (i) the  completion of such transfer in accordance  with section
9.01,  and (ii) the execution and delivery to the  Partnership  by the successor
General  Partner of an  acceptance  of all of the terms and  conditions  of this
Agreement and such other  documents or  instruments as may be required to effect
the  admission.  Any  such  transferee  shall  carry  on  the  business  of  the
Partnership without dissolution.

                                   ARTICLE 10.

                    ADMISSION OF ADDITIONAL LIMITED PARTNERS

10.01.  Except as otherwise  provided in Articles 8 and 14,  additional  Limited
Partners  shall be  admitted  to the  Partnership  only with the  consent of the
General  Partner.  Any such new Partners shall fulfill the conditions of Section
8.02(b)  hereof  and  shall  receive  a  capital  account  and a  percentage  of
partnership interest as shall be provided in an amendment to this Agreement.


                                   ARTICLE 11.

                           DISSOLUTION AND LIQUIDATION

11.01. Dissolution Events.

     (a)  The  bankruptcy,  death,  dissolution,   liquidation,  termination  or
          adjudication  of  incompetency  of  a  Partner  shall  not  cause  the
          termination or dissolution of the  Partnership and the business of the
          Partnership  shall continue.  Upon any such  occurrence,  the trustee,
          receiver, executor, administrator,  committee, guardian or conservator
          of such  Partner  shall  have all the rights of such  Partner  for the
          purpose of  settling or managing  its estate or  property,  subject to
          satisfying conditions precedent to the admission of such assignee as a
          substitute Partner. The transfer by such trustee, receiver,  executor,
          administrator,  committee,  guardian or conservator of any Partnership
          Interest  shall be subject  to all of the  restrictions  hereunder  to
          which such transfer  would have been subject if such transfer had been
          made by such bankrupt, deceased, dissolved, liquidated,  terminated or
          incompetent Partner.

     (b)  Dissolution of the Partnership  shall be effective on the day on which
          a Dissolution  Event occurs,  but the Partnership  shall not terminate
          until  all  of  the  Cash  Flow  and  other  available  assets  of the
          Partnership shall have been distributed as provided in this Agreement.
          Notwithstanding  the  dissolution  of  the  Partnership  prior  to the
          termination  of the  Partnership,  as  aforesaid,  the business of the
          Partnership  and the affairs of the Partners as such shall continue to
          be governed by this Agreement.

     (c)  Notwithstanding  anything in this  Agreement to the  contrary,  upon a
          sale of all or  substantially  all of the  assets  of the  Partnership
          where  all  or  any  portion  of  the  consideration  payable  to  the
          Partnership is to be received by the Partnership more than ninety (90)
          days after the date on which such sale occurs,  the Partnership  shall
          continue  solely for purposes of collecting the deferred  payments and
          making distributions to the Partners.  In such event, (i) the deferred
          obligation  payable  to the  Partnership  shall be  valued at its fair
          market  value  as of the date of sale (as  determined  by the  General
          Partner or, at the General  Partner's  election,  as  determined by an
          independent  appraisal  paid for by the  Partnership),  (ii)  Profits,
          Losses  and other  items of income and gain  recognized  and Cash Flow
          distributed  in any year as a result of such sale  shall be  allocated
          and  distributed  among the  Partners in the same  proportion  as such
          Profits, Losses and other items of income and gain and Cash Flow would
          have been  allocated and  distributed  were the entire gain  resulting
          from such sale  required  to be  recognized  for  Federal  income  tax
          purposes  in the year in which such sale  occurred;  and (iii)  income
          attributed  to interest on any  deferred  payments  shall be allocated
          between, and such interest shall be distributed to, the Partners as if
          the deferred payment obligations  received by the Partnership had been
          distributed  in-kind to the Partners  under Section 9.02 hereof in the
          proportions provided for in Section 7.02 hereof.

     (d)  Notwithstanding  anything  to the  contrary in this  agreement,  in no
          event  shall  the  Partnership  be  dissolved  as  long  as any of the
          Property  Partnerships are subject to a regulatory  agreement with HUD
          relating to any Project, as defined in the Property Partnerships..

11.02. Liquidation.

     (a)  Upon  the  occurrence  of a  Dissolution  Event,  the  Partners  shall
          liquidate the assets of the Partnership, apply and distribute the Cash
          Flow  thereof and all other  available  assets of the  Partnership  as
          contemplated  by this  Agreement  and in  compliance  with the  timing
          requirements of Regulations Section  1.704-1(b)(2)(ii)(b)(2).  As soon
          as possible after the Dissolution  Event, a full account of the assets
          and  liabilities of the  Partnership  shall be taken,  and a statement
          shall be prepared by the  Partnership  Accountants  setting  forth the
          assets and  liabilities of the  Partnership.  A copy of such statement
          shall be  furnished to each of the  Partners  within  ninety (90) days
          after such Dissolution  Event. The assets of the Partnership  shall be
          liquidated  as promptly as possible,  the expenses of the  liquidation
          and the debts of the  Partnership  shall be paid, and the net proceeds
          thereof and the other  available  assets of the  Partnership  shall be
          distributed in accordance with the positive  Capital Account  balances
          of the Partners as such Capital Account  balances are determined after
          making  any and all  allocations  under  Article 6 hereof of  Profits,
          Losses, income gain or other items for the Fiscal Year of liquidation.
          Any  reserves  shall be  established  or  continued  which the General
          Partner deems  reasonably  necessary for any  contingent or unforeseen
          liabilities or obligations of the Partnership.  Such reserves shall be
          held by the Partnership  for the payment of any of the  aforementioned
          contingencies,  and at the  expiration  of such  period as the General
          Partner shall deem  advisable,  the Partnership  shall  distribute the
          balance  thereafter  remaining to the Partners in accordance with this
          Section.

     (b)  Upon  dissolution  and  liquidation of the  Partnership,  each Partner
          shall look solely to the assets of the  Partnership  for the return of
          its  investment,  and,  subject  to  Section  9.02(c)  hereof,  if the
          Partnership's  assets  remaining  after payment and discharge of debts
          and   liabilities  of  the   Partnership,   including  any  debts  and
          liabilities  owed,  is not  sufficient  to  satisfy  the  rights  of a
          Partner,  it shall have no recourse or further  right or claim against
          the Partnership, or any other Partner.

     (c)  In the event  that,  upon  liquidation,  any  Limited  Partner  has an
          Adjusted  Capital Account Deficit (as determined after all allocations
          of  Profits,  Losses,  income,  gain or  other  item to the  Partners'
          Capital Accounts are made pursuant to Article 4 hereof),  such Partner
          shall  have  no  obligation  to  restore  such  deficit  or  otherwise
          contribute cash or assets  necessary to eliminate an Adjusted  Capital
          Account Deficit.

                                   ARTICLE 12.

                              SALE OF THE PROPERTY

12.01.  Sale of any Property.  During the first 36 months  following the date of
the Property  Partnerships'  acquisition  of any Property,  all decisions by the
Partnership as a limited partner in the Property Partnerships regarding any sale
of a Property or an interest  therein shall be made by the mutual consent of the
Limited  Partners and the General Partner.  Notwithstanding  anything in Section
3.01  hereof to the  contrary,  CMS at all times  after  the  initial  36 months
following  the date of Closing  shall  have the  unilateral  right to  determine
whether the Partnership  should consent to the sale or other  disposition of any
Property  and the terms  pursuant  to which  such a sale or  disposition  should
occur.  The General  Partner  covenants to CMS to fully  cooperate in connection
with any  disposition  of all or a  portion  of any  Property  pursuant  to this
Section 12.01 including, without limitation, by executing in its capacity as the
general partner of the limited partner of any of the Property Partnerships,  any
document  reasonably   requested  by  the  Property   Partnership  to  effect  a
disposition of the Property permitted pursuant to this Section 12.01.


                                   ARTICLE 13.

                   REPRESENTATIONS AND WARRANTIES OF PARTNERS

Each Limited Partner,  severally and not jointly, hereby represents and warrants
to the General Partner as follows with respect to itself only:

     (a)  Limited  Partner is purchasing its respective  Interest for investment
          purposes  only,  and not  with a view  to  re-selling  such  Interest.
          Limited Partner acknowledges that its Interest has not been registered
          under the Securities Act of 1933, as amended (the  "Securities  Act"),
          or any state securities law.

     (b)  Limited Partner is an "accredited investor" as that term is defined in
          Rule 501(a) of Regulation D, promulgated  pursuant to Section 4(2) and
          3(b) of the Securities Act.

     (c)  Limited  Partner has had an  opportunity  to review this Agreement and
          the investment in the  Partnership,  including the tax consequences of
          participating  in the  Partnership,  with  independent  counsel and to
          request   and  obtain   materials   from,   and  ask   questions   of,
          representatives  of the General Partner  regarding the Partnership and
          the Property.

     (d)  Limited  Partner  believes  that the  acquisition  of its  Interest is
          suitable for such Partner based upon Partner's  investment  objections
          and financial needs.

     (e)  Limited Partner has adequate means for providing for Limited Partner's
          current and long-term  financial  needs,  has no need for liquidity of
          investment with respect to its Interest, is in a financial position to
          hold its Interest  for an  indefinite  period of time,  and is able to
          bear the economic risk of, and can  withstand,  a complete loss of its
          investment in the Partnership.

     (f)  Limited  Partner has such  knowledge  and  experience in financial and
          business  matters that Limited  Partner is capable of (i)  requesting,
          reviewing and  understanding  the  information and Limited Partner has
          acquired regarding the Partnership and its operations,  management and
          control and (ii) evaluating the merits and risks of the acquisition of
          its Interest. Limited Partner has had prior business dealings with the
          owners and management personnel of General Partner and its Affiliates.

     (g)  Limited  Partner has  obtained,  to the extent  Limited  Partner deems
          necessary, Limited Partner's own personal and professional advice with
          respect to the risks  inherent in the  acquisition of its Interest and
          the  suitability  of such  acquisition  in view of  Limited  Partner's
          financial condition and investment needs.

     (h)  Limited Partner understands that: (i) an investment in its Interest is
          speculative;  (ii) no federal or state  agency has made any finding or
          determination   as  to  the   fairness  of  the   investment   or  any
          recommendation or endorsement of the Interests; (iii) no assurance can
          be given that the  investment  objectives of the  Partnership  will be
          achieved; (iv) the forecast financial information furnished to Limited
          Partner are based on certain assumptions regarding future events, many
          of which may not occur and,  therefore,  actual  results of operations
          will vary from projected  results and variations may be material;  and
          (v) there are restrictions upon the  transferability  of the Interests
          contained herein and no public market for the Interests is expected to
          develop,  and accordingly,  Limited Partner may not be able to dispose
          of its Interest when desired (even in the event of an emergency).


                                   ARTICLE 14.

                                HUD REQUIREMENTS

14.01.  So long as the Secretary  (the  "Secretary")  of HUD or the  Secretary's
successors  or assigns is the insurer or holder of any note secured by a deed of
trust  or  other  encumbrance  on any  Property  owned  by  any of the  Property
Partnerships,  no  amendment  to  this  Agreement  that  results  in  any of the
following will have any force or effect without the prior written consent of the
Secretary:

     (a)  Any  amendment  that  activates  the  requirement  that a HUD previous
          participation certification be obtained;

     (b)  A change in the  General  Partner  or  preapproved  successor  General
          Partner;

14.02.  Any incoming  General Partner or incoming  Limited Partner with a 25% or
greater  financial  interest  must  meet  the  applicable  requirements  for HUD
previous participation clearance.

14.03.  All  Partners,  and any assignee of any  Partner,  agree to be liable in
their individual capacities to HUD with respect to the following matters:

     (a)  For funds or property of any Property  coming into their hands,  which
          by the  provisions  of any  Regulatory  Agreement  with respect to any
          Property, they are not entitled to retain; and

     (b)  For their own acts and deeds,  or acts and deeds of others  which they
          have  authorized,  in violation of the  provisions  of any  Regulatory
          Agreement with respect to any Property.


                                   ARTICLE 15.

                                  MISCELLANEOUS

15.01.  Notices. Any notice which may or is required to be given hereunder shall
be deemed given when actually  received.  If such notice is mailed,  it shall be
deposited,  registered or certified,  return  receipt  requested,  in the United
States  mail,  or by  commercial  overnight  courier  such as  Federal  Express,
addressed  to the  Partners at the  addresses  set forth after their  respective
names below,  or at such different  addresses as to any Partner as it shall have
theretofore given notice hereunder.

         General Partner:      Vinings Investment Properties, L.P.
                               3111 Paces Mill Road, Suite A-200
                               Atlanta, Georgia  30339
                               Attn:  Peter D. Anzo

         Limited Partners:     Vinings Investment Properties, L.P.
                               3111 Paces Mill Road, Suite A-200
                               Atlanta, Georgia  30339
                               Attn:  Peter D. Anzo

                               CMS Multifamily II Partners
                               C/o CMS Affiliated Partnerships
                               Two Bala Plaza, Suite 300
                               333 City Line Avenue
                               Bala Cynwyd, Pennsylvania 19104
                               Attn:  Jeffrey M. Rotter



                               CMS Diversified Partners, L.P.
                               C/o CMS Affiliated Partnerships
                               Two Bala Plaza, Suite 300
                               333 City Line Avenue
                               Bala Cynwyd, Pennsylvania 19104
                               Attn:  Jeffrey M. Rotter

                                 With a copy to:
                                  CMS Companies
                                1926 Arch Street
                             Philadelphia, Pa 19103
                            Attn: John S. Green, Esq.

15.02. Successors and Assigns. Subject to the restrictions on transfer set forth
herein, this Agreement shall bind and inure to the benefit of the parties hereto
and their respective legal representatives, successors and assigns.

15.03.  Waiver of  Partition.  Unless  otherwise  expressly  authorized  in this
Agreement,  no Partner shall, either directly or indirectly,  take any action to
require  partition or appraisement of the Partnership or of any of its assets or
properties or cause the sale of any Partnership  property,  and  notwithstanding
any  provisions of applicable  law to the contrary,  each Partner (and its legal
representative,  successor  or  assign)  hereby  irrevocably  waives any and all
rights to maintain  any action for  partition or to compel any sale with respect
to its  interest  in, or with  respect  to any  assets  or  properties  of,  the
Partnership, except as expressly provided in this Agreement.

15.04.  No Oral  Modifications;  Amendment.  No oral amendment of this Agreement
shall be binding on the Partners.  This Agreement shall be amended only with the
consent of each of the Partners.  No modification or amendment of this Agreement
may be effectuated only by a writing signed by all the Partners.

15.05. Captions;  References. Any titles or captions contained in this Agreement
and the table of contents are for convenience of reference only and shall not be
deemed a part of this Agreement. References in this Agreement to any articles or
sections  shall be deemed to be  references  to  articles  or  sections  of this
Agreement unless otherwise indicated.

15.06.  Terms.  Common  nouns  and  pronouns  shall  be  deemed  to refer to the
masculine,  feminine, neuter, singular and plural, as the identity of the person
or persons, firm or corporation may in the context require. Any reference to the
Code or other statutes or laws shall include all  amendments,  modifications  or
replacements of the specific sections and provisions concerned.

15.07. Invalidity. If any provision of this Agreement shall be held invalid, the
same shall not affect in any respect whatsoever the validity of the remainder of
this Agreement.

15.08.  Counterparts.  This Agreement may be executed in  counterparts,  each of
which shall be deemed an original and all of which,  when taken together,  shall
constitute one and the same  instrument,  binding on the parties hereto.  15.09.
Further Assurances.  The parties hereto agree that they will cooperate with each
other and will execute and deliver,  or cause to be executed and delivered,  all
such  other  instruments,  and will take all such  other  actions,  as any party
hereto  may  reasonably  request  from time to time in order to  effectuate  the
provisions and purposes hereof.

15.10. Complete Agreement. This Agreement constitutes the complete and exclusive
statement of the agreement among the Partners with respect to this  Partnership.
It  supersedes  all prior  written and oral  statements  and no  representation,
statements,  condition or warranty  not  contained  in this  Agreement  shall be
binding on the Partners or have any force or effect whatsoever.

15.11.  Governing  Laws.  This  Agreement  shall be  construed  and  enforced in
accordance with the laws of Delaware.


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IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of the
date first set forth above.

GENERAL PARTNER:

VININGS INVESTMENT PROPERTIES, L.P.
By: Vinings Investment Properties Trust
General Partner


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


LIMITED PARTNERS:

VININGS INVESTMENT PROPERTIES, L.P.

By: Vinings Investment Properties Trust
    General Partner


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

CMS MULTIFAMILY II PARTNERS

By: CMS Multifamily Investment Fund II, L.P.
    Joint Venture Partner

By: CMS Multifamily II Associates, L.P.
    General Partner

By: MSPS Multifamily II, Inc.
    General Partner

By: /s/ John S. Green
    ------------------
Name: John S. Green
Title: Vice President

By: CMS 1997 Investment Partners, L.P.
    General Partner

By: CMS 1997, Inc.
    General Partner

By: /s/ John S. Green
    ------------------
Name: John S. Green
Title: Vice President

By: CMS Multifamily Investment Fund II-Q, L.P.
    Joint Venture Partner

By: CMS Multifamily II Associates, L.P.
    General Partner

By: MSPS Multifamily II, Inc.
    General Partner

By: /s/ John S. Green
    ------------------
Name: John S. Green
Title: Vice President

By: CMS 1997 Investment Partners, L.P.
    General Partner

By: CMS 1997, Inc.
    General Partner

By: /s/ John S. Green
    ------------------
Name: John S. Green
Title: Vice President


CMS DIVERSIFIED PARTNERS, L.P.

By: CMS/DP Associates, L.P.
    General Partner

By: MSPS/DP, Inc.
    General Partner

By: /s/ John S. Green
    ------------------
Name: John S. Green
Title: Vice President


By: CMS 1995 Investment Partners, L.P.
    General Partner

By: CMS 1995, Inc.
    General Partner

By: /s/ John S. Green
    ------------------
Name: John S. Green
Title: Vice President