<PAGE>

                                                                   Exhibit 10.77

                   SECOND AMENDED AND RESTATED PROMISSORY NOTE

            THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE, made as of
December 31, 1994 by and between CANAL CENTER PROPERTIES, INC., a Georgia
corporation ("Maker"), having an office at Suite 2000, 200 Galleria Parkway,
N.W., Atlanta, Georgia 30339, and STICHTING PENSIOENFONDS VOOR DE GEZONDHEID,
GEESTELIJKE EN MAATSCHAPPELIJKE BELANGEN, a foundation formed according to the
laws of The Netherlands ("Payee"), having an office at Kroostweg Number 149,
Zeist, The Netherlands.

            FOR VALUED RECEIVED, Maker promises to pay to the order of Payee at
its office recited above or at such other place as may be designated in writing
by the holder hereof, the principal sum of Seventeen Million Nine Hundred Sixty
Three Thousand Four Hundred Forty and 81/100 Dollars ($17,963,440.81), with
interest thereon in lawful money of the United States of America, such principal
and interest to be payable as follows:

            Interest and amortization shall be payable in equal constant monthly
payments of interest and principal in the amount of One Hundred Fifty One
Thousand Forty Six and 35/100 Dollars ($151,046.35) attributable first to
interest at the rate of nine and one-half percent (9.5%) per annum, and then the
balance to principal, payable on the first day of each month during the term of
this Note, beginning on February 1, 1995. The entire unpaid principal balance,
together with any accrued but unpaid interest thereon, shall be due and payable
on December 31, 1999 (the "Maturity Date").

            This Note is secured, inter alia, by that certain Construction Deed
of Trust and Security Agreement dated as of September 15, 1985 from Maker to
Real Title Company, Inc., as
<PAGE>

trustee for the benefit of DIHC Finance Corporation ("DIFCO"), as assigned by
DIFCO to Payee by Assignment of Construction Note and Construction Deed of Trust
dated December 11, 1989, and as amended by Extension and Modification Agreement
of even date herewith (as thus amended, the "Deed of Trust") and (ii) that
certain Assignment of Lessor's Interest in Leases dated as of September 15, 1985
from Maker to DIFCO, recorded in Book ___, Page___, aforesaid records, as
assigned to Payee by Assignment dated as of December 11, 1989 (as assigned, the
"Collateral Assignment") (the Deed of Trust and the Collateral Assignment are
herein referred to individually and collectively as the "Security Documents").
Upon any default hereunder and the continuance of such default for a period of
twenty (20) days after the due date, or upon any default under the Security
Documents and the continuance of such default after the expiration of any
applicable grace or cure period thereunder, at Payee's election, Maker shall
immediately pay to the holder hereof the principal and interest remaining due
and unpaid hereunder, together with all costs and expenses incurred in
connection with the collection or attempted collection hereof and reasonable
attorneys' fees actually incurred, whether or not suit is instituted. Interest
shall accrue on such amounts from the date of such default at the rate of two
percent (2%) per annum in excess of the rate charged from time to time by Trust
Company Bank, Atlanta, Georgia, on short term (90) day unsecured loans to its
preferred customers; provided that any such interest which has accrued shall be
paid at the time of and as a condition precedent to the curing of any default.

            Maker agrees to be bound to the extent provided in the Security
Documents and waives and renounces any and all exemption rights and the benefit
of all valuation and appraisal privileges as against the indebtedness evidenced
hereby or any renewal or extension thereof


                                       2
<PAGE>

except as set forth in the Security Documents, waives demand, protest, notice of
nonpayment, and any and all lack of diligence or delays in the collection or
enforcement hereof, and expressly consents to any extension of time, release of
any party liable for the indebtedness evidenced hereby, release of any of the
security of this Note, acceptance of other security therefor, or any other
indulgence or forbearance whatsoever by Payee, any one or all of which may be
made without notice to Maker or such released party or any other party.

            This Note may be prepaid in whole or in part at any time upon ten
(10) days' prior written notice, without fee or penalty, but with accrued
interest on the amount so prepaid.

            The parties hereto have intended in good faith to comply with all
applicable usury laws. Notwithstanding anything to the contrary contained in
this Note or any other instrument evidencing, securing, or relating to this
Note, Maker shall not be obligated or required to pay interest at a rate which
would subject Payee to either criminal or civil liability or forfeiture. If, by
the terms of this Note or any other instrument evidencing, securing or relating
to this Note, Maker at any time is required or obligated to pay interest on the
principal amount of this Note in an amount or at a rate in excess of the
applicable legal maximum, the interest due to Payee shall be immediately and
automatically reduced to such maximum, the interest payable shall be computed at
such maximum rate, and all prior interest payments in excess of such lawful
maximum shall be immediately and automatically applied, and shall be deemed to
have been treated as having been applied at the time or receipt, in reduction of
the principal balance due under this Note.

            The principal amount, plus accrued interest, shall become
immediately due and payable at the option of Payee upon the happening of any
event by which said balance shall or


                                       3
<PAGE>

may become due and payable under the terms of the Security Documents (subject to
any applicable grace period).

            No delays on the part of Payee in exercising any right hereunder or
under the Security Documents or any other agreement further evidencing or
securing this Note shall operate as a waiver thereof or preclude the exercise
thereof at any time during the continuance of any default or during the
continuance of a subsequent default.

            Notwithstanding any other provisions of this Note or the Security
Documents to the contrary, neither the obligation of Maker to pay the debt
evidenced by this Note and the Security Documents nor the obligation of Maker to
perform any covenant or agreement contained in this Note or the Security
Documents, shall be enforced by any action or proceeding wherein or whereby
damages or any money judgment shall be sought against Maker or any of its
partners or officers, directors or partners of such partners, except a
foreclosure or other action against the property encumbered by the Security
Documents, and any judgment in any such foreclosure or other action shall be
enforceable against Maker only to the extent of its interest in such property
and the income therefrom and no deficiency or other personal judgment shall be
rendered or entered against Maker or any of its partners or officers, directors
or partners of such partners in such foreclosure or other action. Nothing in
this paragraph shall, however, (1) be deemed to affect the priority of the lien
and the security title created by the Security Documents, (2) impair the right
of Payee to accelerate the maturity of this Note (or to avail itself of its
other rights and remedies against the property encumbered by the Security
Documents and Maker's interest therein,) upon a default under this Note or the
Security Documents, or (3) relieve Maker of any of


                                       4
<PAGE>

the covenants or obligations set forth in this note or the Security Documents
subject, however, to the limitations on personal liability set forth above.

            This Second Amended and Restated Note constitutes an amendment and
restatement of that certain Amended and Restated Note from Maker to Payee dated
as of December 11, 1989 and does not constitute a novation.

            This Note may not be modified or terminated orally. This Note may be
assigned by Payee, in its sole discretion , without the consent of Maker. This
Note shall be construed and enforced in accordance with the law of the
Commonwealth of Virginia.

            The Property encumbered by the Security Documents is located in the
City of Alexandria, Arlington County, Virginia.


                                       5
<PAGE>

            IN WITNESS WHEREOF, Maker has executed this Note under seal
effective as of the date first set forth above.

                                           CANAL CENTER PROPERTIES, INC.
                                           a Georgia Corporation


                                           By: /s/ Barrington H. Branch
                                              ---------------------------------
                                              Barrington H. Branch
                                              President



                                           Attest: /s/ C. Lowell Ball
                                                  -----------------------------
                                                  C. Lowell Ball
                                                  Secretary


                                       6



                   SECOND AMENDED AND RESTATED PROMISSORY NOTE

            THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE, made as of
December 31, 1994 by and between CANAL CENTER PROPERTIES, INC., a Georgia
corporation ("Maker"), having an office at Suite 2000, 200 Galleria Parkway,
N.W., Atlanta, Georgia 30339, and STICHTING PENSIOENFONDS VOOR DE GEZONDHEID,
GEESTELIJKE EN MAATSCHAPPELIJKE BELANGEN, a foundation formed according to the
laws of The Netherlands ("Payee"), having an office at Kroostweg Number 149,
Zeist, The Netherlands.

            FOR VALUED RECEIVED, Maker promises to pay to the order of Payee at
its office recited above or at such other place as may be designated in writing
by the holder hereof, the principal sum of Seventeen Million Nine Hundred Sixty
Three Thousand Four Hundred Forty and 81/100 Dollars ($17,963,440.81), with
interest thereon in lawful money of the United States of America, such principal
and interest to be payable as follows:

            Interest and amortization shall be payable in equal constant monthly
payments of interest and principal in the amount of One Hundred Fifty One
Thousand Forty Six and 35/100 Dollars ($151,046.35) attributable first to
interest at the rate of nine and one-half percent (9.5%) per annum, and then the
balance to principal, payable on the first day of each month during the term of
this Note, beginning on February 1, 1995. The entire unpaid principal balance,
together with any accrued but unpaid interest thereon, shall be due and payable
on December 31, 1999 (the "Maturity Date").

            This Note is secured, inter alia, by that certain Construction Deed
of Trust and Security Agreement dated as of September 15, 1985 from Maker to
Real Title Company, Inc., as
<PAGE>

trustee for the benefit of DIHC Finance Corporation ("DIFCO"), as assigned by
DIFCO to Payee by Assignment of Construction Note and Construction Deed of Trust
dated December 11, 1989, and as amended by Extension and Modification Agreement
of even date herewith (as thus amended, the "Deed of Trust") and (ii) that
certain Assignment of Lessor's Interest in Leases dated as of September 15, 1985
from Maker to DIFCO, recorded in Book ___, Page___, aforesaid records, as
assigned to Payee by Assignment dated as of December 11, 1989 (as assigned, the
"Collateral Assignment") (the Deed of Trust and the Collateral Assignment are
herein referred to individually and collectively as the "Security Documents").
Upon any default hereunder and the continuance of such default for a period of
twenty (20) days after the due date, or upon any default under the Security
Documents and the continuance of such default after the expiration of any
applicable grace or cure period thereunder, at Payee's election, Maker shall
immediately pay to the holder hereof the principal and interest remaining due
and unpaid hereunder, together with all costs and expenses incurred in
connection with the collection or attempted collection hereof and reasonable
attorneys' fees actually incurred, whether or not suit is instituted. Interest
shall accrue on such amounts from the date of such default at the rate of two
percent (2%) per annum in excess of the rate charged from time to time by Trust
Company Bank, Atlanta, Georgia, on short term (90) day unsecured loans to its
preferred customers; provided that any such interest which has accrued shall be
paid at the time of and as a condition precedent to the curing of any default.

            Maker agrees to be bound to the extent provided in the Security
Documents and waives and renounces any and all exemption rights and the benefit
of all valuation and appraisal privileges as against the indebtedness evidenced
hereby or any renewal or extension thereof


                                       2
<PAGE>

except as set forth in the Security Documents, waives demand, protest, notice of
nonpayment, and any and all lack of diligence or delays in the collection or
enforcement hereof, and expressly consents to any extension of time, release of
any party liable for the indebtedness evidenced hereby, release of any of the
security of this Note, acceptance of other security therefor, or any other
indulgence or forbearance whatsoever by Payee, any one or all of which may be
made without notice to Maker or such released party or any other party.

            This Note may be prepaid in whole or in part at any time upon ten
(10) days' prior written notice, without fee or penalty, but with accrued
interest on the amount so prepaid.

            The parties hereto have intended in good faith to comply with all
applicable usury laws. Notwithstanding anything to the contrary contained in
this Note or any other instrument evidencing, securing, or relating to this
Note, Maker shall not be obligated or required to pay interest at a rate which
would subject Payee to either criminal or civil liability or forfeiture. If, by
the terms of this Note or any other instrument evidencing, securing or relating
to this Note, Maker at any time is required or obligated to pay interest on the
principal amount of this Note in an amount or at a rate in excess of the
applicable legal maximum, the interest due to Payee shall be immediately and
automatically reduced to such maximum, the interest payable shall be computed at
such maximum rate, and all prior interest payments in excess of such lawful
maximum shall be immediately and automatically applied, and shall be deemed to
have been treated as having been applied at the time or receipt, in reduction of
the principal balance due under this Note.

            The principal amount, plus accrued interest, shall become
immediately due and payable at the option of Payee upon the happening of any
event by which said balance shall or


                                       3
<PAGE>

may become due and payable under the terms of the Security Documents (subject to
any applicable grace period).

            No delays on the part of Payee in exercising any right hereunder or
under the Security Documents or any other agreement further evidencing or
securing this Note shall operate as a waiver thereof or preclude the exercise
thereof at any time during the continuance of any default or during the
continuance of a subsequent default.

            Notwithstanding any other provisions of this Note or the Security
Documents to the contrary, neither the obligation of Maker to pay the debt
evidenced by this Note and the Security Documents nor the obligation of Maker to
perform any covenant or agreement contained in this Note or the Security
Documents, shall be enforced by any action or proceeding wherein or whereby
damages or any money judgment shall be sought against Maker or any of its
partners or officers, directors or partners of such partners, except a
foreclosure or other action against the property encumbered by the Security
Documents, and any judgment in any such foreclosure or other action shall be
enforceable against Maker only to the extent of its interest in such property
and the income therefrom and no deficiency or other personal judgment shall be
rendered or entered against Maker or any of its partners or officers, directors
or partners of such partners in such foreclosure or other action. Nothing in
this paragraph shall, however, (1) be deemed to affect the priority of the lien
and the security title created by the Security Documents, (2) impair the right
of Payee to accelerate the maturity of this Note (or to avail itself of its
other rights and remedies against the property encumbered by the Security
Documents and Maker's interest therein,) upon a default under this Note or the
Security Documents, or (3) relieve Maker of any of


                                       4
<PAGE>

the covenants or obligations set forth in this note or the Security Documents
subject, however, to the limitations on personal liability set forth above.

            This Second Amended and Restated Note constitutes an amendment and
restatement of that certain Amended and Restated Note from Maker to Payee dated
as of December 11, 1989 and does not constitute a novation.

            This Note may not be modified or terminated orally. This Note may be
assigned by Payee, in its sole discretion , without the consent of Maker. This
Note shall be construed and enforced in accordance with the law of the
Commonwealth of Virginia.

            The Property encumbered by the Security Documents is located in the
City of Alexandria, Arlington County, Virginia.


                                       5
<PAGE>

            IN WITNESS WHEREOF, Maker has executed this Note under seal
effective as of the date first set forth above.

                                           CANAL CENTER PROPERTIES, INC.
                                           a Georgia Corporation


                                           By: /s/ Barrington H. Branch
                                              ---------------------------------
                                              Barrington H. Branch
                                              President



                                           Attest: /s/ C. Lowell Ball
                                                  -----------------------------
                                                  C. Lowell Ball
                                                  Secretary


                                       6