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                      AMENDED AND RESTATED PROMISSORY NOTE

            THIS AMENDED AND RESTATED PROMISSORY NOTE, made as of December 31,
1994 by and between TRANSCANAL 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
MATTSCHAPPELIJKE 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 Seven Million Sixty One Thousand
Eight Hundred Sixty Four and 65/100 Dollars ($7,061,864.65), 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 Fifty Nine Thousand Three
Hundred Seventy Nine and 99/100 Dollars ($59,379.99) 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 (i) that certain Deed of Trust
and Security Agreement dated February 3, 1988 from Maker to Real Title Company,
Inc., as trustee for the

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benefit of DIHC Finance Corporation ("DIFCO"), recorded in Book 1234, Page 322
in the Clerk's office of the Circuit Court-City of Alexandria, Virginia, as
assigned by DIFCO to Beneficiary by Assignment of Note and Deed of Trust dated
as of March 1, 1988 recorded as Instrument No. 13504, aforesaid records (the
"Assignment"), and as modified 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 February 3, 1988 from
Maker to DIFCO, recorded in Book 1234, Page 359, aforesaid records, as assigned
to Payee by Assignment dated as of March 1, 1988 recorded as Instrument No.
13505 aforesaid records (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.


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            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 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


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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 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


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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 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 Amended and Restated Note constitutes an amendment and
restatement of that certain Note from Maker to DIFCO dated as of February 3,
1988, as assigned to Beneficiary, 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.


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

                                             TRANSCANAL PROPERTIES, INC.
                                             a Georgia Corporation


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



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


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