<PAGE>
 
      Second Amendment to First Consolidated Amendatory  Agreement dated 
          as of February 19, 1995 between the Registrant and Decatur.
<PAGE>
 
          SECOND AMENDMENT TO FIRST CONSOLIDATED AMENDATORY AGREEMENT
          -----------------------------------------------------------

     This Second Amendment to First Consolidated Amendatory Agreement (this
"Amendment") is 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 March
10, 1986, made by Borrower to the order of Lender (the "Note"), which Note is
secured by (i) that certain Deed to Secure Debt and Security Agreement dated
March 10, 1986, made by Borrower in favor of Lender, recorded in Deed Book 5534,
Page 9, Records of DeKalb County, Georgia (the "Security Deed") and (ii) that
certain Assignment of Leases and Rents dated March 10, 1986 made by Borrower in
favor of Lender, recorded in Deed Book 5534, Page 43, Records of DeKalb County,
Georgia (the "Lease Assignment");

     WHEREAS, disbursement of the principal amount of the Note is governed by
that certain Loan Agreement, dated March 10, 1986, by and between Borrower and
Lender (the "Loan Agreement");

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

     WHEREAS, Borrower and Lender entered into that certain First Consolidated
Amendatory Agreement, dated as of December 29, 1988, amending the Loan Documents
and providing, inter alia, for an increase in the principal amount of the Note
               ----------                                                     
to $1,104,000 (the "Amendatory Agreement");

     WHEREAS, the Amendatory Agreement was amended by the First Amendment to
First Consolidated Amendatory Agreement between Borrower and Lender, dated as of
March 1, 1993 (the "First Amendment"); and

     WHEREAS, Borrower and Lender desire to extend the maturity of the Note and
to effect other changes to the Loan 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, the parties hereby covenant and agree as follows:

     1.  The Maturity Date set forth in Section 1.5 of the Note is hereby
changed from February 19, 1995 to December 31, 1996.  Each of the remaining Loan
Documents is hereby modified, as appropriate, to conform to the foregoing
extension of the Maturity Date.

     2.  The First Amendment is hereby declared null and void and shall not be
binding upon or enforceable against Borrower or Lender.
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     3.  Notwithstanding anything in the Loan Documents to the contrary, all
interest due pursuant to the terms of the Note shall be permitted to accrue
until the earlier of (i) the Maturity Date or (ii) the acceleration of the Note
pursuant to the Loan Documents.  Such unpaid accrued interest shall bear
interest at the Interest Rate set forth in the Note.  The entire outstanding
balance of the Note, together with all unpaid accrued interest, shall be due and
payable in full on the Maturity Date.  Borrower and Lender agree that, as of
December 31, 1994, the amount of unpaid accrued interest on the Note equals
$979,165.

     4.  Upon the sale of the entire Property (as defined in that certain
ground lease dated as of February 20, 1985 between Borrower and Lender (as
amended, the "Ground Lease")), all sums owed Lender under the Loan Documents
shall be payable to Lender as provided in Section 16.8.A of the Ground Lease.
If such payments are not sufficient to pay all such amounts in full, Lender
shall nevertheless cause the liens created by the Security Deed and the Lease
Assignment to be discharged in connection with such sale.

     5.  Except as expressly amended, supplemented or otherwise modified
herein, all of the terms, covenants and conditions of the Loan Documents, as
amended by the Amendatory Agreement, are hereby ratified, confirmed and approved
by the parties hereto and shall continue to be in full force and effect.

     IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment on
the date first above written.

                                     LENDER:

                                     NEW ENGLAND LIFE PENSION PROPERTIES;
                                       A REAL ESTATE LIMITED PARTNERSHIP

                                     By:  COPLEY PROPERTIES COMPANY, INC.



                                     By: ________________________________


                                     BORROWER:

                                     DECATUR TOWNCENTER ASSOCIATES, LTD.



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

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