<PAGE>
                                                                    Exhibit 10.1


                                 PROMISSORY NOTE
                        (Increased, Amended and Restated)

                                                             Birmingham, Alabama
   $3,700,000                                                  December 21, 2002


         This note is an increase, amendment, restatement and renewal of that
certain Promissory Note in the principal amount of $2,700,000, executed by
ROBERTS PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership (the
"Borrower"), to the order of AMSOUTH BANK, a state banking corporation (the
"Bank"), dated August 31, 2001 (the "Original Note").

         For value received, without grace, the Borrower promises to pay to the
order of the Bank (the Bank, hereinafter, along with any other holder of this
note, called the "Creditor"), the principal sum of Three Million Seven Hundred
Thousand and No/100 Dollars ($3,700,000), with interest on the unpaid balance
thereof from the date hereof until paid in full at the LIBOR-Based Rate or the
Prime Rate, as such terms are defined in, and selected under, the hereafter
defined Loan Agreement. Unless otherwise defined herein, capitalized terms shall
have the meaning assigned to them in the Loan Agreement. Pursuant to Section
2.02 of the Loan Agreement, no more than one (1) LIBOR-Based Rate may be in
effect hereunder at any one time. Interest shall be computed on the basis that
each year contains 360 days, by multiplying the principal amount by the per
annum rate set forth above, dividing the product so obtained by 360, and
multiplying the quotient thereof by the actual number of days elapsed.

         Notwithstanding the foregoing, to enable the Creditor to send periodic
billing statements in advance of each interest payment date, the Creditor shall
have the option of basing such billing statements on the applicable interest
rate and outstanding principal balance in effect fifteen (15) days prior to each
such payment and computing the amount of interest on the billing statement on
the assumption that the applicable interest rate and outstanding principal
balance will continue in effect until the payment date. If the Creditor elects
to do so and the applicable interest rate or outstanding principal balance
changes during such fifteen (15)-day period, the difference between the amount
of interest that actually accrues during such period and the amount of interest
paid will be added to or subtracted from (as the case may be) the interest
otherwise payable in preparing the next billing statement. In determining the
amount of interest payable at the final maturity or upon full prepayment of this
note, all changes in the applicable interest rate and outstanding principal
balance occurring on or prior to the day before the final maturity date or the
date of such prepayment shall be taken into account.

         Accrued interest only shall be payable monthly, beginning on January 3,
2002, and continuing on the same day of each month thereafter, with the entire
principal balance of said debt, together with accrued interest thereon, due and
payable in full on April 30, 2002, which payment shall be a balloon payment.
Each installment shall be applied first to accumulated interest and the
remainder to the unpaid principal balance.

         The Borrower may pay in advance the principal sum of this loan, in
whole or in part, with accrued interest to the date of prepayment, without
penalty or fee, subject to the terms

<PAGE>

of Section 2.02D of the Loan Agreement. This note shall be payable at the main
office of the Creditor or such other place as the Creditor shall designate from
time to time.

         If any installment of principal or interest is in default ten (10) days
or more (whether by acceleration or otherwise) such amount in default shall bear
interest at the rate equal to two percent (2%) in excess of the Prime Rate.

         Unless otherwise stipulated, the Borrower agrees to pay to the
Creditor, on demand, a late charge computed as follows to cover the extra
expense involved in handling late payments: If interest or principal and
interest are payable in installments, the late charge will be equal to 5% of any
payment that is not paid within twelve (12) days after it is due. If principal
and interest are payable at maturity, the late charge will be equal to 5% of the
interest portion of the payment that is not paid within twelve (12) days after
it is due.

         This late charge will never be less than $10.00 nor more than $250.00
on each payment. This provision shall not be deemed to excuse a late payment or
be deemed a waiver of any other right the Creditor may have including, without
limitation, the right to declare the entire unpaid principal and interest
immediately due and payable.

         The proceeds of this note are to be advanced in accordance with the
terms of a Loan Agreement between the Borrower and the Bank of even date
herewith (the "Loan Agreement"). This note is secured and guaranteed by the
following instruments executed and delivered to the Creditor, together with such
other instruments as may have been delivered previously or simultaneously to the
Bank, even though not listed (all of such instruments are hereinafter referred
to as the "Security Documents"):

<TABLE>
<CAPTION>
Instrument                                              Executed By                   Date
----------                                              -----------                   ----
<S>                                                     <C>                           <C>
Deed to Secure Debt, Security Agreement and             Borrower                      August 31, 2001,
Assignment of Rents and Leases                                                        as amended of
                                                                                      even date August
                                                                                      31, 2001

Guaranty Agreement                                      Roberts Realty Investors, Inc.
</TABLE>

         It is hereby agreed that if default be made in the payment of this note
or any part hereof or any interest hereon (subject to the notice and cure period
described in Section 6.01(a) of the Loan Agreement), or if an event of default
occurs under any Security Document or the Loan Agreement (after the expiration
of any applicable notice and cure period provided therein), then, at the option
of the Creditor, the entire unpaid principal balance of this note, with accrued
interest thereon, shall at once become due and payable in full, without notice,
time being of the essence of this contract.

         Subject to the provisions of the next paragraph below, any controversy,
claim, dispute or disagreement arising out of, in connection with or relating to
(1) the negotiation, execution, collateralization, administration, repayment,
modification, extension or collection of this note, or the debt evidenced hereby
(the "Loan") or any agreement or instrument relating to this note or the Loan,
or (2) an alleged tort relating in any way to this note, the Loan or any


                                       2
<PAGE>

agreement or instrument relating to this note or the Loan, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). The "Expedited Procedures" as provided in
those Rules shall apply in any dispute where the aggregate of all claims and the
aggregate of all counterclaims each is an amount less than $500,000. Judgment
upon any award rendered by the arbitrator(s) in any such arbitration may be
entered in any Court having jurisdiction thereof. Any demand for arbitration
under this note shall be made no later than the date when any judicial action
upon the same matter would be barred by any applicable statute of limitations.
The locale of any arbitration proceedings under this note shall be in
Birmingham, Alabama, unless the Borrower and the Creditor mutually agree
otherwise. The Borrower and the Creditor specifically acknowledge and agree that
this note evidences, and the Loan is, a "transaction involving commerce" under
the Federal Arbitration Act, and the Borrower and the Creditor hereby waive and
relinquish any right to claim otherwise.

         Neither anything contained in the preceding paragraph nor the exercise
of any right to arbitrate shall limit the right of any party to (1) foreclose
against any real or personal property collateral by the exercise of the power of
sale under a deed of trust, mortgage, security deed, deed to secure debt, or
other security agreement or instrument or under applicable law; (2) exercise any
self-help remedies such as setoff or repossession; or (3) obtain provisional or
ancillary remedies such as replevin, injunctive relief, attachment, or
appointment of a receiver from a court having jurisdiction, before, during or
after the pendency of any arbitration proceeding. This arbitration provision
shall not be interpreted to require that any such remedies be stayed, abated or
otherwise suspended pending any arbitration or request for arbitration. The
exercise of a remedy shall not be deemed a waiver of either party's right to
resort to arbitration.

         The Borrower waives demand, presentment, protest, notice of protest,
suit and all other requirements necessary to hold it liable, and the Borrower
agrees that time of payment may be extended or renewal notes taken or other
indulgences granted without notice of, or consent to, such action, and without
release of liability. The Borrower agrees to pay after default all costs of
collecting or securing or attempting to collect or secure this note, including
reasonable attorneys' fees.

         The Borrower hereby waives as to this debt or any renewal or extension
thereof all rights of exemption under the constitution or laws of Alabama or any
other state as to personal property.

         The Creditor, if a bank, may, but shall not be required to, apply to
the payment of the debt evidenced hereby, on or after the maturity of said debt,
whether by acceleration or otherwise, any money or credit held by the Creditor
on deposit, in trust or otherwise, for the account of the Borrower.

         This note has been executed by the Borrower without condition that
anyone else should sign or become bound hereunder and without any other
conditions whatever being made. The provisions hereof are binding on the
successors and assigns of the Borrower, and shall inure to the benefit of the
Creditor, its successors and assigns.

         The Creditor shall not by any act, delay, omission or otherwise be
deemed to have waived any of its rights or remedies, and no waiver of any kind
shall be valid against the


                                       3
<PAGE>

Creditor unless in writing and signed by the Creditor. All rights and remedies
of the Creditor hereunder and under any statute or rule of law shall be
cumulative and may be exercised successively or concurrently. This note shall be
governed by and construed in accordance with the laws of the State of Alabama.

         Notwithstanding the execution of this note, the indebtedness evidenced
by the Original Note shall remain in full force and effect, and nothing
contained herein shall be interpreted or construed as resulting in a novation of
such indebtedness. The Security Documents executed to secure the Original Note
shall continue to secure the debt evidenced thereby and as increased and
restated herein. The Borrower acknowledges and agrees that there are no offsets
or defenses to payment of the obligations evidenced by the Original Note, as
hereby increased and restated, and hereby waives any defense, claim or
counterclaim of the Borrower regarding the obligations of the Borrower under the
Original Note, as increased and restated herein. The Borrower represents that
there are no conditions of default or facts or consequences which will or could
lead to a default under the obligations due from the Borrower under the Original
Note, or as increased and restated herein.

         ROBERTS PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership


                           By: RobertsRealty Investors, Inc., a Georgia
                           corporation, sole general partner

                               By:  /s/ Charles R. Elliott
                                  ------------------------
                                  Charles R. Elliott, Secretary and Treasurer


                           8010 Roswell Road, Suite 120
                           Atlanta, Georgia 30350

                           Tax I.D. Number 58-2122875



                                       4