PROMISSORY NOTE


$18,787,000.00                                              August __, 1999

          FOR  VALUE  RECEIVED, the undersigned, ML HAMMOCKS AT LONG POINT,
L.L.C., a Georgia limited  liability company ("Borrower"), whose address is
c/o  Dorrie E. Green, 624 Ellis  Street,  Second  Floor,  Augusta,  Georgia
30901,  promises  to  pay  to  the  order  of  FIRST UNION NATIONAL BANK, a
national banking association ("Lender"), at the  office  of  Lender  at One
First  Union  Center,  DC6,  301  South  College  Street,  Charlotte, North
Carolina  28288-0166,  or  at  such other place as Lender may designate  to
Borrower  in writing from time to  time,  the  principal  sum  of  Eighteen
Million  Seven   Hundred   Eighty-Seven   Thousand   and   00/100   DOLLARS
($18,787,000.00) together with interest on so much thereof as is from  time
to  time  outstanding  and  unpaid,  from  the  date  of the advance of the
principal evidenced hereby, at the rate of seven and ninety-nine hundredths
(7.99%) percent per annum (the "Note Rate"), in lawful  money of the United
States of America, which shall at the time of payment be  legal  tender  in
payment of all debts and dues, public and private.


                       ARTICLE 1TERMS AND CONDITIONS


      1.01  COMPUTATION  OF INTEREST.  Interest shall be computed hereunder
based on a 360-day year and  paid  for on the actual number of days elapsed
for  any  whole or partial month in which  interest  is  being  calculated.
Interest shall accrue from the date on which funds are advanced (regardless
of the time  of  day)  through  and  including  the  day on which funds are
credited pursuant to Section 1.02 hereof.


      1.02 PAYMENT OF PRINCIPAL AND INTEREST.  Payments  in  federal  funds
immediately  available  in  the  place  designated  for payment received by
Lender prior to 2:00 p.m. local time on a day on which  Lender  is open for
business  at  said  place  of  payment shall be credited prior to close  of
business,  while other payments may,  at  the  option  of  Lender,  not  be
credited until  immediately  available  to  Lender  in federal funds at the
place designated for payment prior to 2:00 p.m. local time at said place of
payment on a day on which Lender is open for business.   Such principal and
interest  shall  be  payable  in equal consecutive monthly installments  of
$137,721.41 each, beginning on  the first day of the second  full  calendar
month  following the date of this  Note  (or  on the first day of the first
full calendar month following the date hereof,  in the event the advance of
the principal amount evidenced by this Note is the  first day of a calendar
month)(the "First Payment Date"), and continuing on the  first  day of each
and  every  month thereafter (each, a "Payment Date") through and including
September  1,  2011  (the  "Maturity  Date"),  at  which  time  the  entire
outstanding  principal balance hereof, together with all accrued but unpaid
interest thereon, shall be due and payable in full.


     1.03 APPLICATION  OF  PAYMENTS.   So  long  as no Event of Default (as
hereinafter  defined) exists hereunder or under any  other  Loan  Document,
each such monthly  installment  shall  be  applied  first,  to  any amounts
hereafter  advanced  by  Lender hereunder or under any other Loan Document,
second, to any late fees and other amounts payable to Lender, third, to the
payment of accrued interest and last to reduction of principal.


     1.04 PAYMENT OF SHORT  INTEREST.   If  the  advance  of  the principal
amount evidenced by this Note is made on a date other than the first day of
a calendar month, then Borrower shall pay to Lender contemporaneously  with
the  execution  hereof interest at the Note Rate for a period from the date
hereof through and including the last day of this calendar month.


     1.05 PREPAYMENT; DEFEASANCE


          (a)  This Note may not be prepaid, in whole or in part (except as
otherwise specifically  provided  herein),  at any time.  In the event that
Borrower  wishes  to have the Security Property  (as  hereinafter  defined)
released from the lien of the Security Instrument (as hereinafter defined),
Borrower's sole option  shall be a Defeasance (as hereinafter defined) upon
satisfaction of the terms  and  conditions  set  forth  in  Section 1.05(d)
hereof.  This Note may be prepaid in whole but not in part without  premium
or  penalty on any Payment Date occurring within three (3) months prior  to
the Maturity  Date  provided  (i)  written  notice  of  such  prepayment is
received by Lender not more than ninety (90) days and not less  than thirty
(30) days prior to the date of such prepayment, and (ii) such prepayment is
accompanied  by  all  interest accrued hereunder through and including  the
date of such prepayment and all other sums due hereunder or under the other
Loan Documents.  If, upon  any  such permitted prepayment on a Payment Date
occurring during the three (3) months  prior  to  the  Maturity  Date,  the
aforesaid  prior  written  notice  has  not been timely received by Lender,
there shall be due a prepayment fee equal to, an amount equal to the lesser
of  (i)  thirty  (30) days' interest computed  at  the  Note  Rate  on  the
outstanding principal  balance  of  this  Note so prepaid and (ii) interest
computed at the Note Rate on the outstanding principal balance of this Note
so  prepaid  that   would  have  been  payable for  the  period  from,  and
including, the date of prepayment through the Maturity Date of this Note as
though such prepayment had not occurred.  Notwithstanding the foregoing, in
the event that Borrower makes a prepayment  in accordance with this Section
on  a  date  other  than a Payment Date such prepayment  must  include  all
interest through and including the following Payment Date.

          Prepayments  of  this  Note  shall  not  be permitted, except for
partial  or  whole prepayments resulting from Lender's  election  to  apply
insurance or condemnation  proceeds  to  reduce  the  outstanding principal
balance of this Note as provided in the Security Instrument, in which event
no  prepayment fee or premium shall be due unless, at the  time  of  either
Lender's  receipt  of  such proceeds or the application of such proceeds to
the outstanding principal  balance of this Note, an Event of Default, or an
event which, with notice or  the passage of time, or both, would constitute
an Event of Default, shall have occurred, which default or Event of Default
is unrelated to the applicable casualty or condemnation, in which event the
applicable prepayment fee or premium  shall  be  due and payable based upon
the amount of the prepayment.  No notice of prepayment  shall  be  required
under  the circumstances specified in the preceding sentence.  No principal
amount repaid may be reborrowed.  Any such partial prepayments of principal
shall be  applied to the unpaid principal balance evidenced hereby but such
application  shall  not reduce the amount of the fixed monthly installments
required to be paid pursuant  to  Section  1.02  above  except as otherwise
provided  in  the  Security  Instrument.   Except  as  otherwise  expressly
provided  in  this  Section  1.05(b), the prepayment fees provided  in  the
immediate following paragraph  shall  be  due,  to  the extent permitted by
applicable law, under any and all circumstances where all or any portion of
this Note is paid prior to the Maturity Date, whether  such  prepayment  is
voluntary or involuntary, including, without limitation, if such prepayment
results  from  Lender's  exercise of its rights upon Borrower's default and
acceleration of the Maturity  Date  of  this  Note (irrespective of whether
foreclosure proceedings have been commenced), and  shall  be in addition to
any other sums due hereunder or under any of the other Loan  Documents.  No
tender of a prepayment of this Note with respect to which a prepayment  fee
is  ue  shall  be  effective  unless  such prepayment is accompanied by the
applicable prepayment fee.

          If, prior to the fourth (4th)  anniversary  of  the First Payment
Date  (the "LOCKOUT EXPIRATION DATE"), the indebtedness evidenced  by  this
Note shall have been declared due and payable by Lender pursuant to Article
2 hereof  or  the provisions of any other Loan Document due to a default by
Borrower, then,  in  addition  to  the  indebtedness evidenced by this Note
being immediately due and payable, there shall also then be immediately due
and payable a sum equal to the interest which  would  have  accrued  on the
principal  balance  of  this  Note  at  the Note Rate from the date of such
acceleration to the Lock-out Expiration Date,  together  with  a prepayment
fee  in  an  amount  equal to the Yield Maintenance Premium (as hereinafter
defined) based on the entire indebtedness on the date of such acceleration.
If such acceleration is  on  or  following the Lockout Expiration Date, the
Yield Maintenance Premium shall also then be immediately due and payable as
though Borrower were prepaying the  entire indebtedness on the date of such
acceleration.  In addition to the amounts  described  in  the two preceding
sentences, in the event any such acceleration or tender of  payment of such
indebtedness occurs or is made on or prior to the Lockout Expiration  Date,
there  shall  also  then  be  immediately  due  and  payable  an additional
prepayment fee of three percent (3%) of the principal balance of this Note.
The  term  "YIELD  MAINTENANCE PREMIUM" shall mean an amount equal  to  the
greater of (A) two percent  (2.0%)  of  the principal amount being prepaid,
and (B) the present value of a series of payments each equal to the Payment
Differential (as hereinafter defined) and payable on each Payment Date over
the  remaining  original  term  of this Note  and  on  the  Maturity  Date,
discounted  at the Reinvestment Yield  (as  hereinafter  defined)  for  the
number of months  remaining  as of the date of such prepayment to each such
Payment Date and the Maturity  Date.  The term "PAYMENT DIFFERENTIAL" shall
mean an amount equal to (i) the  Note  Rate  less  the  Reinvestment Yield,
divided  by  (ii)  twelve  (12)  and multiplied by (iii) the principal  sum
outstanding  under this Note after  application  of  the  constant  monthly
payment due under  this  Note on the date of such prepayment, provided that
the Payment Differential shall  in  no  event  be less than zero.  The term
"REINVESTMENT YIELD" shall mean an amount equal  to  the  lesser of (i) the
yield  on  the  U.S.  Treasury  issue (primary issue) with a maturity  date
closest to the Maturity Date, or  (ii) the yield on the U.S. Treasury issue
(primary issue) with a term equal to  the  remaining  average  life  of the
indebtedness  evidenced  by this Note, with each such yield being based  on
the bid price for such issue as published in the WALL STREET JOURNAL on the
date that is fourteen (14)  days  prior  to the date of such prepayment set
forth in the notice of prepayment (or, if  such  bid price is not published
on  that  date,  the  next preceding date on which such  bid  price  is  so
published) and converted  to  a  monthly  compounded nominal yield.  In the
event that any prepayment fee is due hereunder,  Lender  shall  deliver  to
Borrower  a  statement  setting  forth  the amount and determination of the
prepayment fee, and, provided that Lender  shall have in good faith applied
the formula described above, Borrower shall not have the right to challenge
the  calculation  or  the  method of calculation  set  forth  in  any  such
statement in the absence of  manifest  error, which calculation may be made
by Lender on any day during the fifteen  (15) day period preceding the date
of  such prepayment.  Lender shall not be obligated  or  required  to  have
actually reinvested the prepaid principal balance at the Reinvestment Yield
or otherwise as a condition to receiving the prepayment fee.

          (d)  (i)  At  any  time  after  the  later  of  (x)  the  Lockout
Expiration Date, and (y) the date which is two (2) years after the "startup
day,"  within  the  meaning  of Section 860G(a) (9) of the Internal Revenue
Code of 1986, as amended from  time  to  time  or any successor statue (the
"CODE"),  of  the  "real estate mortgage investment  conduit,"  within  the
meaning of Section 860D of the Code, that holds this Note provided no Event
of Default has occurred hereunder or under any of the other Loan Documents,
Lender shall cause the  release  of  the Security Property from the lien of
the Security Instrument and the other  Loan Documents (a "DEFEASANCE") upon
the satisfaction of the following conditions:

               (A) Borrower shall give not  more  than  ninety (90) days or
          less  than  sixty  (60)  days  prior  written  notice  to  Lender
          specifying  the  date Borrower intends for the Defeasance  to  be
          consummated (the "RELEASE  DATE"),  which date shall be a Payment
          Date.

               (B) All accrued and unpaid interest  and  all other sums due
          under  this  Note and under the other Loan Documents  up  to  and
          including the  Release  Date shall be paid in full on or prior to
          the Release Date.

               (C) Borrower shall deliver  to  Lender  on  or  prior to the
          Release Date:

                    (1)  a sum of money in immediately available funds (the
                         "DEFEASANCE  DEPOSIT")  equal  to  the outstanding
                         principal balance of this Note plus  an amount, if
                         any, which together with the outstanding principal
                         balance  of  this  Note,  shall  be sufficient  to
                         enable  Lender  to  purchase,  through  means  and
                         sources  customarily  employed  and  available  to
                         Lender, for the account of Borrower,  direct, non-
                         callable  obligations  of  the  United  States  of
                         America  that provide for payments prior,  but  as
                         close  as  possible,  to  all  successive  monthly
                         Payment Dates occurring after the Release Date and
                         to the Maturity Date, with each such payment being
                         equal  to  or  greater  than  the  amount  of  the
                         corresponding   installment  of  principal  and/or
                         interest required  to  be  paid  under  this  Note
                         (including, but not limited to, all amounts due on
                         the  Maturity  Date)  for  the balance of the term
                         hereof  ("the  "DEFEASANCE COLLATERAL"),  each  of
                         which shall be duly endorsed by the holder thereof
                         as directed by Lender  or accompanied by a written
                         instrument  of  transfer  in  form  and  substance
                         satisfactory   to   Lender   in   its   reasonable
                         discretion  (including,  without limitation,  such
                         instruments as may be required  by  the depository
                         institution holding such securities or  the issuer
                         thereof,  as the case may be, to effectuate  book-
                         entry transfers and pledges through the book-entry
                         facilities   of  such  institution)  in  order  to
                         perfect  upon  the   delivery  of  the  Defeasance
                         Security Agreement (as  hereinafter  defined)  the
                         first priority security interest in the Defeasance
                         Collateral  in  favor of Lender in conformity with
                         all applicable state  and  federal  laws governing
                         granting of such security interests.

                    (2)  A  pledge  and  security  agreement,  in form  and
                         substance satisfactory to Lender in its reasonable
                         discretion,  creating  a  first  priority security
                         interest  in  favor  of  Lender in the  Defeasance
                         Collateral (the "DEFEASANCE  SECURITY AGREEMENT"),
                         which shall provide, among other  things, that any
                         excess  received  by  Lender  from the  Defeasance
                         Collateral  over the amounts payable  by  Borrower
                         hereunder shall  be  refunded to Borrower promptly
                         after each monthly Payment Date.

                    (3)  A certificate of Borrower  certifying  that all of
                         the     requirements    set    forth    in    this
                         subsection 1.05(d)(i) have been satisfied.

                    An  opinion  of   counsel  for  Borrower  in  form  and
                         substance and delivered by counsel satisfactory to
                         Lender (subject to customary assumptions and carve
                         outs) in its sole  discretion stating, among other
                         things,  that (x) Lender  has  a  perfected  first
                         priority  security   interest  in  the  Defeasance
                         Collateral  and  that  the   Defeasance   Security
                         Agreement   is  enforceable  against  Borrower  in
                         accordance with  its  terms,  (y)  that  any REMIC
                         Trust formed pursuant to a securitization will not
                         fail  to  maintain  its  status  as a "real estate
                         mortgage investment conduit" within the meaning of
                         Section  860D  of  the  Code as a result  of  such
                         defeasance.

                    Borrower shall deliver evidence  in  writing  from  the
                         applicable  rating agencies to the effect that the
                         collateral  substitution  will  not  result  in  a
                         downgrading,  withdrawal  or  qualification of the
                         respective ratings in effect immediately  prior to
                         such defeasance event for any securities issued in
                         connection with the securitization which are  then
                         outstanding.

                    A   certificate  from  a  firm  of  independent  public
                         accountants  acceptable  to Lender certifying that
                         the Defeasance Collateral is sufficient to satisfy
                         the provisions of subparagraph (1) above.

                    Such other certificates, documents  or  instruments  as
                         Lender may reasonably require.

                    Payment  of  all  fees,  costs,  expenses  and  charges
                         incurred   by   Lender   in  connection  with  the
                         Defeasance  of  the  Security   Property  and  the
                         purchase of the Defeasance Collateral,  including,
                         without limitation, reasonable legal fees  and all
                         costs  and  expenses  incurred  by  Lender  or its
                         agents  in connection with release of the Security
                         Property,   review   of  the  proposed  Defeasance
                         Collateral  and  preparation   of  the  Defeasance
                         Security Agreement and related documentation,  any
                         revenue,  documentary,  stamp, intangible or other
                         taxes,  charges  or fees due  in  connection  with
                         transfer of the Note,  assumption  of the Note, or
                         substitution   of   collateral  for  the  Security
                         Property.  Without limiting Borrower's obligations
                         with respect thereto,  Lender shall be entitled to
                         deduct all such fees, costs,  expenses and charges
                         from the Defeasance Deposit to  the  extent of any
                         excess of the Defeasance Deposit.

               (D)  In  connection  with  the  Defeasance Deposit, Borrower
          hereby authorizes and directs Lender using  the means and sources
          customarily  employed  and  available  to  Lender   to   use  the
          Defeasance  Deposit  to purchase for the account of Borrower  the
          Defeasance Collateral.   Furthermore,  the  Defeasance Collateral
          shall  be  arranged  such  that  payments  received   from   such
          Defeasance  Collateral  shall  be  paid  directly to Lender to be
          applied on account of the indebtedness of this Note.  Any part of
          the  Defeasance  Deposit  in  excess of the amount  necessary  to
          purchase the Defeasance Collateral  and  to  pay  the  other  and
          related  costs  Borrower  is  obligated to pay under this Section
          1.05 shall be refunded to Borrower.

          (ii) Upon   compliance  with  the  requirements   of   subsection
1.05(d)(i), the Security  Property  shall  be released from the lien of the
Security  Instrument  and  the  other Loan Documents,  and  the  Defeasance
Collateral shall constitute collateral which shall secure this Note and all
other obligations under the Loan  Documents.   Lender  will,  at Borrower's
expense,  execute  and  deliver  any  agreements  reasonably  requested  by
Borrower  to release the lien of the Security Instrument from the  Security
Property.

          (iii)  Upon  the  release  of the Security Property in accordance
with this Section 1.05(d), Borrower shall  assign  all  its obligations and
rights under this Note, together with the pledged Defeasance Collateral, to
a newly created entity which complies with the terms of Section 1.33 of the
Security Instrument designated by Borrower and approved by  Lender  in  its
reasonable  discretion.   Such successor entity shall execute an assumption
agreement in form and substance  satisfactory  to  Lender in its reasonable
discretion pursuant to which it shall assume Borrower's  obligations  under
this  Note  and  the  Defeasance Security Agreement.  As conditions to such
assignment  and  assumption,   Borrower   or  the  successor  entity  shall
(x)  deliver to Lender an opinion of counsel  in  form  and  substance  and
delivered  by  counsel  satisfactory to Lender in its reasonable discretion
stating, among other things,  that such assumption agreement is enforceable
against Borrower and such successor entity in accordance with its terms and
that this Note and the Defeasance  Security  Agreement  as  so assumed, are
enforceable  against  such  successor  entity  in  accordance  with   their
respective  terms,  and  (y) pay all costs and expenses (including, but not
limited to, legal fees) incurred by Lender or its agents in connection with
such assignment and assumption  (including,  without limitation, the review
of the proposed transferee and the preparation  of the assumption agreement
and  related  documentation).   Upon  such assumption,  Borrower  shall  be
relieved of its obligations hereunder, under the other Loan Documents other
than the Hazardous Substances Indemnity  Agreement (as hereinafter defined)
and under the Defeasance Security Agreement.


     1.06 SECURITY.   The  indebtedness evidenced  by  this  Note  and  the
obligations created hereby are secured by, among other things, that certain
Deed to Secure Debt and Security Agreement (the "Security Instrument") from
Borrower  to Lender, dated as  of  the  date  hereof,  concerning  property
located in  Chatham County, Georgia.  The Security Instrument together with
this Note and  all  other  documents  to  or  of which Lender is a party or
beneficiary now or hereafter evidencing, securing,  guarantying,  modifying
or  otherwise  relating  to  the  indebtedness evidenced hereby, are herein
referred to collectively as the "Loan  Documents".   All  of  the terms and
provisions of the Loan Documents are incorporated herein by reference.


                          ARTICLE 2      DEFAULT


     2.01 EVENT OF DEFAULT.  It is hereby expressly agreed that  should any
default  occur in the payment of principal or interest as stipulated  above
and such payment is not made within seven (7) days of the date such payment
is due (except  that  no grace or notice period is provided for the payment
of principal and interest  due  on  the Maturity Date), or should any other
"Event of Default" or any default not  cured within any applicable grace or
notice period occur under any other Loan Document, then an event of default
(an  "Event  of Default") shall exist hereunder,  and  in  such  event  the
indebtedness evidenced  hereby,  including  all  sums  advanced  or accrued
hereunder or under any other Loan Document, and all unpaid interest accrued
thereon, shall, at the option of Lender and without notice to Borrower,  at
once  become due and payable and may be collected forthwith, whether or not
there has  been a prior demand for payment and regardless of the stipulated
date of maturity.


     2.02 LATE  CHARGES  AND  DEFAULT INTEREST RATE.  In the event that any
payment is not received by Lender  on  the  date  when  due (subject to the
applicable grace period), then in addition to any default interest payments
due hereunder, Borrower shall also pay to Lender a late charge in an amount
equal  to  five percent (5.0%) of the amount of such overdue  payment.   So
long as any Event of Default exists, regardless of whether or not there has
been an acceleration of the indebtedness evidenced hereby, and at all times
after  maturity   of   the   indebtedness   evidenced  hereby  (whether  by
acceleration  or  otherwise),  interest  shall accrue  on  the  outstanding
principal balance of this Note from the date of default at a rate per annum
equal to the lesser of (a) four percent (4.0%)  in excess of the Note Rate,
or  (b)  the  maximum rate of interest, if any, which  may  be  charged  or
collected from Borrower under applicable law (the "Default Interest Rate"),
and such default  interest  shall be immediately due and payable.  Borrower
acknowledges  that it would be  extremely  difficult  or  impracticable  to
determine Lender's  actual  damages  resulting  from  any  late  payment or
default,  and  such  late  charges  and  default  interest  are  reasonable
estimates of those damages and do not constitute a penalty.


     2.03 CUMULATIVE REMEDIES.  The remedies of Lender in this Note  or  in
the  Loan  Documents,  or  at  law  or  in  equity, shall be cumulative and
concurrent, and may be pursued singly, successively or together in Lender's
discretion.  In the event this Note, or any part hereof, is collected by or
through an attorney-at-law, Borrower agrees to  pay all costs of collection
including, but not limited to, reasonable attorneys' fees.


     2.04 EXCULPATION.  Notwithstanding anything  in  the Loan Documents to
the  contrary,  but  subject to the qualifications hereinbelow  set  forth,
Lender agrees that:


                              a.   Borrower   shall   be  liable  upon  the
                    indebtedness  evidenced  hereby  and  for   the   other
                    obligations  arising  under  the  Loan Documents to the
                    full extent (but only to the extent)  of  the  security
                    therefor,  the same being all properties (whether  real
                    or personal),  rights,  estates and interests now or at
                    any time hereafter securing  the  payment  of this Note
                    and/or the other obligations of Borrower under the Loan
                    Documents (collectively, the "Security Property");


                              b.  if  an  Event  of  Default  occurs,   any
                    judicial or other proceedings brought by Lender against
                    Borrower   shall   be   limited  to  the  preservation,
                    enforcement and foreclosure,  or  any  thereof,  of the
                    liens,  security  titles,  estates, assignments, rights
                    and security interests now or  at  any  time  hereafter
                    securing  the  payment  of  this  Note and/or the other
                    obligations of Borrower under the Loan  Documents,  and
                    no attachment, execution or other writ of process shall
                    be sought, issued or levied upon any assets, properties
                    or  funds of Borrower other than the Security Property,
                    except with respect to the liability described below in
                    this section; and


                              c.  in  the  event  of  a foreclosure of such
                    liens, security titles, estates, assignments, rights or
                    security interests securing the payment  of  this  Note
                    and/or the other obligations of Borrower under the Loan
                    Documents,  no  judgment  for  any  deficiency upon the
                    indebtedness  evidenced  hereby  shall  be   sought  or
                    obtained   by  Lender  against  Borrower,  except  with
                    respect  to  the  liability  described  below  in  this
                    section; provided,  however,  that, notwithstanding the
                    foregoing provisions of this section, Borrower shall be
                    fully and personally liable and subject to legal action
                    (i) for proceeds paid to Borrower  under  any insurance
                    policies (or paid to Borrower as a result of  any other
                    claim or cause of action against any person or  entity)
                    by reason of damage, loss or destruction to all or  any
                    portion of the Security Property, to the full extent of
                    such  proceeds  not previously delivered by Borrower to
                    Lender,  but  which,   under  the  terms  of  the  Loan
                    Documents, should have been  delivered  by  Borrower to
                    Lender,  (ii)  for  proceeds  or  awards  received   by
                    Borrower  resulting  from  the  condemnation  or  other
                    taking in lieu of condemnation of all or any portion of
                    the  Security  Property,  or  any  of them, to the full
                    extent  of  such  proceeds  or  awards  not  previously
                    delivered by Borrower to Lender, but which,  under  the
                    terms of the Loan Documents, should have been delivered
                    to  Lender  by  Borrower, (iii) for all tenant security
                    deposits or other  refundable  deposits paid to or held
                    by Borrower or on Borrower's behalf  in connection with
                    leases  of all or any portion of the Security  Property
                    which are  not  applied  by Borrower in accordance with
                    the terms of the applicable  lease  or other agreement,
                    (iv) for rent and other payments received  by  Borrower
                    from tenants under leases of all or any portion  of the
                    Security  Property paid more than one month in advance,
                    (v) for rents,  issues,  profits and revenues of all or
                    any  portion  of  the  Security  Property  received  or
                    applicable  to a period after  the  occurrence  of  any
                    Event of Default or any event which, with notice or the
                    passage of time,  or both, would constitute an Event of
                    Default hereunder or under the Loan Documents which are
                    not either applied by Borrower or its managing agent to
                    the  ordinary  and necessary  expenses  of  owning  and
                    operating the Security Property or paid to Lender, (vi)
                    for waste committed  on  the  Security  Property by, or
                    damage  to  the  Security Property as a result  of  the
                    intentional misconduct or gross negligence of, Borrower
                    or any of its principals, officers, general partners or
                    members, any guarantor, any indemnitor, or any managing
                    agent  or  any removal  of  the  Security  Property  in
                    violation of  the  terms  of the Loan Documents, to the
                    full extent of the losses or damages incurred by Lender
                    on account of such occurrence,  (vii)  for  failure  of
                    Borrower   to   pay   any   valid  taxes,  assessments,
                    mechanic's liens, materialmen's  liens  or  other liens
                    which could create liens on any portion of the Security
                    Property  which  would  be  superior  to  the  lien  or
                    security title of the Security Instrument or the  other
                    Loan  Documents,  to  the  full  extent  of  the amount
                    claimed by any such lien claimant except, with  respect
                    to  any  such  taxes or assessments, to the extent that
                    funds have been  deposited  with Lender pursuant to the
                    terms of the Security Instrument  specifically  for the
                    applicable  taxes  or  assessments  and  not applied by
                    Lender  to pay such taxes and assessments,  (viii)  for
                    all obligations  and  indemnities of Borrower under the
                    Loan Documents relating to hazardous or toxic subsances
                    or  radon or compliance  with  environmental  laws  and
                    regulations to the full extent of any losses or damages
                    (including,  but  not  limited to, those resulting from
                    diminution in value of any  Security Property) incurred
                    by  Lender  as  a  result  of  the  existence  of  such
                    hazardous or toxic substances or failure to comply with
                    environmental laws or regulations,  and  (ix) for fraud
                    or material misrepresentation or failure of Borrower to
                    disclose  a  material  fact by Borrower or any  of  its
                    principals, officers, general  partners or members, any
                    guarantor,  any  indemnitor or any  managing  agent  or
                    other   person   authorized    to    make   statements,
                    representations or disclosures on behalf  of  Borrower,
                    any  principal,  officer, general partner or member  of
                    Borrower, any guarantor  or any indemnitor, to the full
                    extent of any losses, damages and expenses of Lender on
                    account thereof.  Nothing  contained  in  this  section
                    shall  (A)  be deemed to be a release or impairment  of
                    the indebtedness  evidenced  by  this Note or the other
                    obligations of Borrower under the Loan Documents or the
                    lien of the Loan Documents upon the  Security Property,
                    or  (B)  preclude  Lender  from  foreclosing  the  Loan
                    Documents in case of any default or  from enforcing any
                    of the other rights of Lender except as  stated in this
                    section, or (C) release, relieve, reduce,  waive, limit
                    or impair in any way whatsoever, any obligation  of any
                    party  to  the  Indemnity  and  Guaranty  Agreement and
                    Hazardous Substances Indemnity Agreement each  of  even
                    date  executed  and  delivered  in  connection with the
                    indebtedness evidenced by this Note.

          Notwithstanding anything to the contrary in this Note, the
Security Instrument or any of the other Loan Documents, Lender shall not be
deemed to have waived any right which Lender may have under Section 506(a),
506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file
a claim for the full amount of the indebtedness evidenced hereby or secured
by the Security Instrument or any of the other Loan Documents or to require
that all collateral shall continue to secure all of the indebtedness owing
to Lender in accordance with this Note, the Security Instrument and the
other Loan Documents.


                     ARTICLE 3      GENERAL CONDITIONS


      3.01  No  Waiver:  Amendment.   No  failure  to accelerate  the  debt
evidenced hereby by reason of default hereunder, acceptance of a partial or
past  due  payment,  or  indulgences  granted from time to  time  shall  be
construed (a) as a novation of this Note  or  as  a  reinstatement  of  the
indebtedness  evidenced hereby or as a waiver of such right of acceleration
or of the right  of Lender thereafter to insist upon strict compliance with
the terms of this  Note,  or  (b)  to prevent the exercise of such right of
acceleration or any other right granted  hereunder  or  by  any  applicable
laws;  and  Borrower hereby expressly waives the benefit of any statute  or
rule of law or  equity  now  provided,  or which may hereafter be provided,
which would produce a result contrary to or in conflict with the foregoing.
No extension of the time for the payment  of  this  Note or any installment
due hereunder, made by agreement with any person now  or  hereafter  liable
for  the  payment of this Note shall operate to release, discharge, modify,
change or affect the original liability of Borrower under this Note, either
in whole or  in  part unless Lender agrees otherwise in writing.  This Note
may not be changed  orally,  but  only by an agreement in writing signed by
the party against whom enforcement  of  any waiver, change, modification or
discharge is sought.


     3.02 WAIVERS. Presentment for payment,  demand,  protest and notice of
demand, intent to accelerate, acceleration, protest and  nonpayment and all
other  notices  are  hereby  waived  by Borrower.  Borrower hereby  further
waives and renounces, to the fullest extent permitted by law, all rights to
the  benefits of any moratorium, reinstatement,  marshalling,  forbearance,
valuation,   stay,   extension,  redemption,  appraisement,  exemption  and
homestead now or hereafter  provided  by  the  Constitution and laws of the
United States of America and of each state thereof,  both  as to itself and
in  and to all of its property, real and personal, against the  enforcement
and collection  of the obligations evidenced by this Note or the other Loan
Documents.


     3.03 LIMIT OF  VALIDITY.   The  provisions  of  this  Note  and of all
agreements  between  Borrower and Lender, whether now existing or hereafter
arising and whether written  or  oral, are hereby expressly limited so that
in no contingency or event whatsoever,  whether  by  reason  of  demand  or
acceleration  of  the  maturity of this Note or otherwise, shall the amount
paid, or agreed to be paid ("Interest"), to Lender for the use, forbearance
or detention of the money  loaned under this Note exceed the maximum amount
permissible under applicable  law.   If,  from any circumstance whatsoever,
performance or fulfillment of any provision  hereof  or  of  any  agreement
between  Borrower  and Lender shall, at the time performance or fulfillment
of such provision shall be due, exceed the limit for Interest prescribed by
law or otherwise transcend  the  limit of validity prescribed by applicable
law, then ipso facto the obligation  to  be performed or fulfilled shall be
reduced  to  such  limit and if, from any circumstance  whatsoever,  Lender
shall ever receive anything  of  value deemed Interest by applicable law in
excess of the maximum lawful amount,  an  amount  equal  to  any  excessive
Interest  shall be applied to the reduction of the principal balance  owing
under this  Note  in the inverse order of its maturity (whether or not then
due) or at the option  of  Lender  be paid over to Borrower, and not to the
payment of Interest.  All Interest (including,  but  not  limited  to,  any
amounts  or  payments  deemed  to be Interest) paid or agreed to be paid to
Lender shall, to the extent permitted  by  applicable  law,  be  amortized,
prorated, allocated and spread throughout the full period until payment  in
full of the principal balance of this Note so that the Interest thereof for
such full period will not exceed the maximum amount permitted by applicable
law.   This  Section  3.03 will control all agreements between Borrower and
Lender.


     3.04 USE OF FUNDS.  Borrower hereby warrants, represents and covenants
that no funds disbursed  hereunder  shall  be  used for personal, family or
household purposes.


     3.05 UNCONDITIONAL PAYMENT.  Borrower is and shall be obligated to pay
principal,  interest  and any and all other amounts  which  become  payable
hereunder or under the  other Loan Documents absolutely and unconditionally
and  without  any abatement,  postponement,  diminution  or  deduction  and
without any reduction for counterclaim or setoff.  In the event that at any
time any payment received by Lender hereunder shall be deemed by a court of
competent jurisdiction  to  have  been  a voidable preference or fraudulent
conveyance under any bankruptcy, insolvency  or  other  debtor  relief law,
then the obligation to make such payment shall survive any cancellation  or
satisfaction  of  this  Note or return thereof to Borrower and shall not be
discharged or satisfied with  any  prior payment thereof or cancellation of
this Note, but shall remain a valid  and  binding obligation enforceable in
accordance with the terms and provisions hereof,  and such payment shall be
immediately due and payable upon demand.


     3.06 SECONDARY MARKET.  Lender may sell, transfer and deliver the Loan
Documents to one or more investors in the secondary  mortgage  market.   In
connection  with  such sale, Lender may retain or assign responsibility for
servicing the loan  evidenced  by  this Note or may delegate some or all of
such responsibility and/or obligations  to  a  servicer, including, but not
limited to, any subservicer or master servicer, on behalf of the investors.
All  references  to  Lender  herein  shall  refer to and  include,  without
limitation, any such servicer, to the extent applicable.


     3.07 MISCELLANEOUS.  (a) This Note shall be interpreted, construed and
enforced  according to the laws of the State of  Georgia.   The  terms  and
provisions  hereof  shall  be  binding  upon  and  inure  to the benefit of
Borrower   and   Lender  and  their  respective  heirs,  executors,   legal
representatives, successors,  successors-in-title  and  assigns, whether by
voluntary action of the parties or by operation of law.   As  used  herein,
the  terms  "Borrower"  and  "Lender"  shall  be  deemed  to  include their
respective    heirs,    executors,   legal   representatives,   successors,
successors-in-title and assigns, whether by voluntary action of the parties
or by operation of law.   If  Borrower  consists of more than one person or
entity,  each  shall  be  jointly  and  severally  liable  to  perform  the
obligations  of  Borrower  under this Note.   All  personal  pronouns  used
herein, whether used in the  masculine,  feminine  or  neuter gender, shall
include all other genders; the singular shall include the  plural  and vice
versa.  Titles of articles and sections are for convenience only and  in no
way  define,  limit,  amplify  or  describe  the  scope  or  intent  of any
provisions  hereof.   Time is of the essence with respect to all provisions
of this Note.  This Note  and  the  other Loan Documents contain the entire
agreements between the parties hereto relating to the subject matter hereof
and thereof and all prior agreements  relative hereto and thereto which are
not contained herein or therein are terminated.

               (b)  Notwithstanding anything  to  the contrary contained in
this Note, in the event Borrower has an obligation  to  pay attorneys' fees
or  legal  fees  under  this Note or any of the other Loan Documents,  such
obligation shall be in an  amount  equal  to reasonable attorneys' fees and
expenses actually incurred.

Borrower's Tax Identification No.: __________________

FUNB Loan No.:  26-5330594

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<PAGE>



          IN WITNESS WHEREOF, Borrower has executed this Note under seal as
of the date first above written.


Signed, sealed and delivered    ML HAMMOCKS AT LONG POINT, L.L.C.,
in the presence of              a Georgia limited liability company

                                  By: ML Apartments III, Inc., a Georgia
_______________________________               corporation, its Member
UNOFFICIAL WITNESS              Manager

                                     By:  _____________________
                                          Name: Dorrie E. Green
_______________________________           Title:   Vice President
NOTARY PUBLIC

My Commission Expires:



_______________________________

[SEAL]

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