<PAGE>
 
        Second Amendment to Ground Lease dated as of February 19, 1995 
                      between the Registrant and Decatur.
<PAGE>
 
                       SECOND AMENDMENT TO GROUND LEASE
                       --------------------------------


          This Second Amendment to Ground Lease (this "Amendment") is made and
entered into as of the 19th day of February, 1995, by and between NEW ENGLAND
LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP (the "Landlord"),
whose address is c/o Copley Real Estate Advisors, Inc., 399 Boylston Street,
Boston, MA  02116, and DECATUR TOWNCENTER ASSOCIATES, LTD., a Georgia limited
partnership (the "Tenant"), whose address is c/o Pope & Land Enterprises, 3065
Hargrove Road, Suite 350, Atlanta, Georgia 30339, who, for and in consideration
of the sum of Ten Dollars ($10.00) each to the other paid, and the mutual
covenants flowing between the parties hereto, the receipt and sufficiency of
which are hereby acknowledged, do hereby covenant, warrant and agree as follows:

          1. Recitals.  This Amendment is made with reference to the following
             --------
facts and objectives:

          a.  Landlord and Tenant entered into a certain written Ground Lease
dated February 20, 1985 (the "Lease") and a certain written Short-Form Ground
Lease dated February 20, 1985 recorded in Deed Book 5156, Page 52, Records of
DeKalb County, Georgia, pursuant to which Landlord leased to Tenant and Tenant
leased from Landlord, certain premises more particularly described therein (the
"Premises").

          b.  Landlord and Tenant entered into a certain written First Amendment
to Short-Form Ground Lease and Ground Lease dated February 1, 1988, recorded in
Deed Book 6092, Page 455, Records of DeKalb County, Georgia, amending the Lease
(as so amended, the Lease is hereinafter referred to as the "Amended Lease").

          c.  The parties hereto desire to amend the Amended Lease on the
effective date hereof on the terms and conditions set forth herein.

          2.  Representations.  As an inducement to Landlord to enter into this
              ---------------                                                  
Amendment, Tenant represents that (a) Tenant has not made any assignment,
sublease, transfer, conveyance or other disposition of said lease or any
interest thereof; and that there exists no claim, demand, obligation, liability,
action or cause of action arising from said Amended Lease; and (b) there are no
liens for past due taxes of any nature (except any lien for unpaid city, state
and county 1995 ad valorem taxes on said Premises), paving, sidewalk, curbing,
sewer, or any other street improvements of any kind against or affecting said
Premises.
<PAGE>
 
          3.  Amendment of Section 3.1 of the Lease.  The following is added as
              -------------------------------------                            
a new Section 3.1.D. of the Amended Lease, immediately following Section 3.1.C.
of the Amended Lease:

               "D.  Notwithstanding anything else to the contrary contained
          herein, Tenant shall be required to pay Fixed Monthly Rental due to
          Landlord only from and to the extent of Net Operating Cash Flow for
          the month in which such payment is due. Each such Fixed Monthly Rental
          (or portion thereof) which is not paid by Tenant when due in
          accordance with the foregoing sentence shall accrue interest from the
          date the same was due. The total of all such unpaid Fixed Monthly
          Rental (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 Lease (the "Accrual
          Balance") shall bear interest at the rate of 8.5% per annum,
          compounded monthly, until fully paid by Tenant to Landlord.
          Notwithstanding the foregoing, Tenant hereby agrees to apply all Net
          Operating Cash Flow for any month during the Term of this Lease (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 entire Accrual Balance
          remaining unpaid on the date of termination of this Lease shall be
          paid to Landlord in full on such date of termination. For purposes of
          this Lease, the term "Net Operating Cash Flow" shall mean, as to any
          particular month or portion thereof, the difference between (i) Gross
          Receipts, less (ii) Operating Expenses."

          4.  Amendment of Section 12.5 of the Lease.  Section 12.5 is hereby
              --------------------------------------                         
deleted from the Amended Lease in its entirety, and the following is hereby
substituted in its place:

               "12.5 Landlord's and Tenant's Share of Net Condemnation Proceeds.
                     ----------------------------------------------------------
     Net Condemnation Proceeds which are not applied to Restoration after Taking
     and are to be distributed under the provisions of this Article shall be
     distributed as follows:

               A.  First, to Landlord to the extent of the Accrual Balance;

               B.  Second, to Landlord to the extent of Landlord's Interest in
     the Land;

                                      -2-
<PAGE>
 
               C.  Third, to the First Mortgagee to the extent necessary to
          satisfy all amounts secured by the First Mortgage;

               D.  Fourth, to the holders of any junior Mortgages, in the order
          of priority of such Mortgages, to the extent necessary to satisfy all
          amounts secured by such junior Mortgages;

               E.  Fifth, to Tenant an amount equal to the aggregate cost of (a)
          capital improvements made after the Lease Commencement Date with
          respect to the Property with the approval of Landlord, less the
                                                                 ----
          aggregate amount of costs of capital improvements included in
          Operating Expenses under paragraph B(2) of Section 3.1 and costs
          incurred in connection with a Restoration or Restoration after Taking
          and (b) actual increases in Operating Expenses for the Property
          incurred after the Lease Commencement Date which are not included in
          Escalation Receipts, with interest thereon at a rate of 8.5% per annum
          if paid from Tenant's own funds or, if paid from borrowed funds, the
          rate of interest paid by Tenant on such borrowings, in either case
          calculated on each such expense from the date such item of expense is
          paid, provided that amounts payable under this clause (b) with respect
          to increases in Operating Expenses and interest thereon shall only be
          paid if and to the extent that the Property has appreciated in value
          after each such element of increased expense is paid and each
          increment of interest thereon has accrued;

               F.  The balance, if any, 60% to Landlord and 40% to Tenant.

          5.   Amendment of Section 16.8 of the Lease. Sections 16.8.A., 16.8.B.
               --------------------------------------
     and 16.8.C. are hereby deleted from the Amended Lease in their entirety,
     and the following is hereby substituted in their place:

               "16.8.  Sale of Property, Application of Net Sale Proceeds.
                       -------------------------------------------------- 

                    A.   The proceeds of any sale of the entire Property
          (Landlord's Estate together with Tenant's Estate) pursuant to and in
          accordance with the provisions of this Section 16.8, less the
                                                               ----
          reasonable costs and expenses of such sale (including, without
          limitation, transfer taxes, attorneys' fees, brokerage commissions,
          title premiums, filing fees and any fees required to secure the
          consent of any mortgagee)
                                      -3-
<PAGE>
 
     ("Net Sale Proceeds") shall be paid, applied and distributed as follows:

               (i)   First, to Landlord to the extent of the Accrual Balance;

               (ii)  Second, to Landlord to the extent of Landlord's Interest in
     the Land;

               (iii) Third, to the First Mortgagee to the extent necessary to
     satisfy all amounts secured by the First Mortgage;

               (iv)  Fourth, to the holders of any junior Mortgages, in the
     order of priority of such Mortgages, to the extent necessary to satisfy all
     amounts secured by such junior Mortgages;

               (v)   Fifth, to Tenant an amount equal to the aggregate cost of
     (a) capital improvements made after the Lease Commencement Date with
     respect to the Property with the approval of Landlord, less the aggregate
                                                            ----              
     amount of costs of capital improvements included in Operating Expenses
     under paragraph B2 of Section 3.1 and costs incurred in connection with a
     Restoration or Restoration after Taking and (b) actual increases in
     Operating Expenses for the Property incurred after the Lease Commencement
     Date which are not included in Escalation Receipts, with interest thereon
     at a rate of 8.5% per annum if paid from Tenant's own funds or, if paid
     from borrowed funds, the rate of interest paid by Tenant on such
     borrowings, in either case calculated on each such expense from the date
     such item of expense is paid, provided that amounts payable under this
     clause (b) with respect to increases in Operating Expenses and interest
     thereon shall only be paid if and to the extent that the Property is
     appreciated in value after each such element of increased expense is paid
     and each increment of interest thereon has accrued;

               (vi)  The balance, if any, 60% to Landlord and 40% to Tenant.

               "B.  If Tenant has not delivered to Landlord on or before
          October 2, 1995, a binding commitment to purchase Landlord's Estate
          and that certain promissory note from Tenant to Landlord dated
          February 20, 1985 in the original principal amount of $5,285,000 (the
          "Note") in form and substance

                                      -4-
<PAGE>
 
          satisfactory to Landlord in its sole discretion, the Developer shall
          cooperate with Landlord in (i) selecting a real estate broker to
          market the entire Property (Landlord's Estate together with Tenant's
          Estate) for sale, (ii) identifying prospective purchasers of the
          entire Property and (iii) no later than November 4, 1995, mailing to
          such prospective purchasers a sales brochure and related marketing
          materials. If Tenant and Landlord have not executed a purchase and
          sale agreement for the sale of Landlord's Estate and the Note on or
          before January 1, 1996, the Landlord may at its sole discretion offer
          the entire Property (Landlord's Estate together with Tenant's Estate)
          for sale for such price and on such other terms and conditions as the
          Landlord may determine in its sole discretion. In connection with any
          such sale or proposed sale, the Landlord shall have the right to cause
          the Property to be marketed to such prospective purchasers and upon
          such terms as the Landlord shall determine in its sole discretion and
          to take such other actions as it deems necessary or appropriate in
          connection with such sale or proposed sale. The Tenant agrees, at the
          direction of the Landlord, to execute and deliver such documents,
          including without limitation purchase and sale agreements, deeds or
          assignments of lease, as may be reasonably required in connection with
          any such sale or proposed sale."

          6.  Accrual Balance.  Tenant and Landlord agree that, as of December
              ---------------                                                 
31, 1994, the Accrual Balance equals $988,250.

          7.  Effective Date.  The effective date of this Amendment shall be the
              --------------                                                    
date first above written.

          8.  Successors.  This Amendment shall be binding on and inure to the
              ----------                                                      
benefit of the parties hereto and their heirs, successors and assigns.

          9.  No Other Modification.  Except as specifically amended by this
              ---------------------                                         
Amendment, no other provision of the Amended Lease is hereby modified, and the
Amended Lease shall remain in full force and effect.

                                      -5-
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have executed this Amended as a
sealed instrument on the date first above written.

                                        LANDLORD:

                                        NEW ENGLAND LIFE PENSION PROPERTIES; 
                                        A REAL ESTATE LIMITED PARTNERSHIP

                                        By:  Copley Properties Company, 
                                             Inc., General Partner



                                             By:_______________________________


                                        TENANT:

                                        DECATUR TOWNCENTER ASSOCIATES, LTD.,



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


The undersigned leasehold mortgagee
hereby consents to this Amendment
and the terms set forth herein.

NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP

By:  Copley Properties Company, Inc.



     By:____________________________

                                      -6-