<PAGE>
 
   Third Amendment to Participation Agreement dated as of February 19, 1995 
among the Registrant, A.J. Land, Jr., David B. Pattillo and Lawrence P. Kelly.
<PAGE>
 
                  THIRD AMENDMENT TO PARTICIPATION AGREEMENT


          This Third Amendment to Participation Agreement (the "Third
Amendment") is made and entered into as of the 19th day of February, 1995, by
and among A.J. Land, Jr., Daniel B. Pattillo and Lawrence P. Kelly
(collectively, the "Participants") and New England Life Pension Properties; A
Real Estate Limited Partnership (the "Lender").

          WHEREAS, Participants and Lender entered into that certain
Participation Agreement, dated as of March 10, 1986, with respect to a loan in
the original principal amount of $600,000, made by Lender to Decatur TownCenter
Associates, Ltd. (the "Borrower");

          WHEREAS, Participants and Lender entered into that certain First
Restated Amendment to Participation Agreement which, inter alia, increased the
                                                     ----------               
principal amount of the loan made by Lender to Borrower from $600,000 to
$1,104,000;

          WHEREAS, Participants and Lender entered into that Second Amendment to
Participation Agreement, dated as of March 1, 1993; and

          WHEREAS, Participants wish to consent to the execution of certain
documents.

          NOW, THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Participants and Lender hereby covenant and agree as follows:
<PAGE>
 
          1.  The Participants hereby consent to the execution and delivery by
the Lender and the Borrower of that certain Second Amendment to First
Consolidated Amendatory Agreement, dated as of the date hereof, in the form
attached hereto as Exhibit A.
                   --------- 

          2.  The Participants hereby consent to the execution and delivery by
the Lender and the Borrower of that Second Amendment to Promissory Note, dated
as of the date hereof, in the form attached hereto as Exhibit B.
                                                      --------- 

          3.  The Participants hereby consent to the execution and delivery by
the Lender and the Borrower of that Second Amendment to Ground Lease, dated as
of the date hereof, in the form attached hereto as Exhibit C.
                                                   --------- 

          Executed as of the 19th day of February, 1995.

                              LENDER:
                              ------ 

                              NEW ENGLAND LIFE PENSION PROPERTIES;
                                A REAL ESTATE LIMITED PARTNERSHIP



                              By:  Copley Properties Company, Inc.,
                                      General Partner



                              By:
                                   _________________________________  

                                      -2-
<PAGE>
 
                                 PARTICIPANTS:
                                 ------------ 



                                 By:
                                      ________________________________
                                      A.J. Land, Jr.



                                      ________________________________
                                      Daniel B. Pattillo



                                      ________________________________
                                      Lawrence P. Kelly

                                      -3-