PROMISSORY NOTE


$8,160,000.00                                       June 24, 1999

          FOR VALUE RECEIVED, the undersigned, Marsh Cove Apartments LLC, a
Georgia  limited liability company ("Borrower"), whose address is Dorrie E.
Green, CFO,  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 Eight Million One Hundred Sixty
Thousand and 00/100 DOLLARS  ($8,160,000.00)  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
seventy-three  hundredths (7.730%) 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 1 TERMS 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
$58,346.50  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
July  1,  2009  (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 Payee 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
II 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.

                    (4)  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.

                    (5)  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.

                    (6)  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.

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

                    (8)  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:


<TABLE>
<CAPTION>
<S>                                                                             <C>
                                 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 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.

</TABLE>
          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.:

58-247-3380

FUNB Loan No.:  ________________

<PAGE>



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


Signed, sealed and delivered                   MARSH COVE APARTMENTS LLC
in the presence of
                                               By:  ML Apartments I, Inc.,
                                                    its managing member
_______________________________                          /s/
UNOFFICIAL WITNESS                                  By:  _____________________
                                                         Name:
                                                         Title:

_______________________________
NOTARY PUBLIC

My Commission Expires:



_______________________________

[SEAL]