<PAGE>
 
 Second Amendment to Promissory Note dated as of February 19, 1995 between the
        Registrant and Decatur TownCenterAssociates, Ltd. ("Decatur").
<PAGE>
 
                      SECOND AMENDMENT TO PROMISSORY NOTE
                      -----------------------------------


     This Second Amendment to Promissory Note (the "Amendment") made and entered
into as of the 19th day of February 1995, by and between Decatur TownCenter
Associates, Ltd., a Georgia limited partnership ("Borrower") and New England
Life Pension Properties; A Real Estate Limited Partnership, a Massachusetts
limited partnership ("Lender").

     WHEREAS, Lender is the holder of that certain Promissory Note dated
February 20, 1985, made by Borrower to the order of Lender in the original
principal amount of $5,825,000, as amended by that Amendment to Promissory Note
dated as of March 1, 1993 (as so amended, the "Note"), which Note is secured by
(i) that certain Deed to Secure Debt and Security Agreement dated February 20,
1985, made by Borrower in favor of Lender, recorded in Deed Book 5156, Page 67,
Records of DeKalb County, Georgia (the "Security Deed") and (ii) that certain
Collateral Assignment of Rents and Leases dated February 20, 1985, made by
Borrower in favor of Lender, recorded in Deed Book 5156, Page 108, Records of
DeKalb County, Georgia (the "Lease Assignment");

     WHEREAS, the Note, the Security Deed and the Lease Assignment are
collectively referred to as the "Loan Documents"; and

     WHEREAS, the Borrower and Lender desire to extend the maturity date of the
Note.

     NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby covenant and agree as follows:

     1.  The Maturity Date set forth in Section 1.6 of the Note shall be
changed from February 19, 1995 to December 31, 1996.

     2.  The paragraph numbered "2" of the Amendment to Promissory Note dated as
of March 1, 1993 between Borrower and Lender is hereby deleted in its entirety
and shall be of no further force and effect.

     3.  The last paragraph of Section 3 of the Note is deleted in its entirety
and the following is substituted in place thereof:

     All payments shall be made in lawful money of the United States of America,
     in immediately available funds, at 399 Boylston Street, Boston,
     Massachusetts or at such other place as Lender may from time to time
     designate in writing.
<PAGE>
 
     Notwithstanding the provisions of this Section 3 above, Borrower shall be
     required to pay Monthly Installments due to Lender only from and to the
     extent of Net Operating Cash Flow realized by the Borrower for any month.
     Each such Monthly Installment (or portion thereof) which is not paid by the
     Borrower when due in accordance with the foregoing sentence shall accrue
     interest at the Interest Rate from the date the same was due. The total of
     all such unpaid Monthly Installments (or portions thereof), together with
     all interest accruals thereon, shall be referred to herein as the "Accrued
     Amount." The Accrued Amount or any portion thereof remaining unpaid at any
     time and from time to time during the term of this Note (the "Accrual
     Balance") shall bear interest at the Interest Rate until fully repaid by
     Borrower to Lender. At any time and from time to time up to the Maturity
     Date, the Borrower may pay the then outstanding Accrual Balance to Lender
     in whole or in part. Notwithstanding the foregoing, Borrower hereby agrees
     to apply all Net Operating Cash Flow realized by Borrower for any month
     during the term of this Note (in excess of the amount required to be paid
     pursuant to the first sentence of this paragraph) to reduce the outstanding
     Accrual Balance until paid in full. In all events, the Principal Sum,
     including any Accrual Balance, remaining unpaid on the Maturity Date shall
     be paid to Lender in full on the Maturity Date.

     For purposes of this Note, the term "Net Operating Cash Flow" shall mean,
     as to any particular month or portion thereof, the difference between (i)
     the aggregate of all fixed, minimum and guaranteed rents, fees, overage
     rents, percentage or participation rents and all rents and receipts from
     licenses and concessions received from the Property, including all amounts
     received for parking and all fees, income and revenue of a non-rental
     nature received by Borrower during such month, less (ii) Operating
     Expenses, the cost of tenant improvements and all payments by Borrower to
     Lender under that certain Ground Lease between Borrower and Lender dated
     February 28, 1985, as amended from time to time (the "Ground Lease"). Net
     Operating Cash Flow shall be computed by Borrower on a monthly basis.
     "Operating Expenses" shall have the meaning ascribed to it in the Ground
     Lease.

4.   Borrower and Lender agree that, as of December 31, 1994, the Accrual
Balance equals $15,369.

                                      -2-
<PAGE>
 
5.   All provisions of the Loan Documents shall be deemed modified to the extent
they are inconsistent with the above amendments. Except as modified herein, the
Loan Documents shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed and delivered under seal as
of this 19th day of February, 1995.



                                            DECATUR TOWNCENTER ASSOCIATES, LTD.



                                            ____________________________________
                                            By:  A.J. Land, Jr., General Partner

                                            NEW ENGLAND LIFE PENSION PROPERTIES;
                                              A REAL ESTATE LIMITED PARTNERSHIP


                                            By:  COPLEY PROPERTIES COMPANY, INC.



                                            By: ________________________________

                                      -3-