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                                PROMISSORY NOTE


$9,500,000.00                                                 October 25, 1999

Loan No. 6 103 461


         FOR VALUE RECEIVED, ROBERTS PROPERTIES RESIDENTIAL, L.P., a Georgia
limited partnership ("BORROWER"), promises to pay to the order of THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation ("LENDER",
which shall also mean successors and assigns who become holders of this Note),
at Two Ravinia Drive, Suite 1400, Atlanta, Georgia 30346-2110, the principal
sum of NINE MILLION FIVE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS
($9,500,000.00), with interest on the unpaid balance ("BALANCE") at the rate
of six and ninety-five hundredths percent (6.95%) per annum ("NOTE RATE") from
the date of the first disbursement of Loan proceeds under this Note ("FUNDING
DATE") until Maturity (defined below). Capitalized terms used without
definition shall have the meanings ascribed to them in the Instrument (defined
below).

1.       Regular Payments.  Principal and interest shall be payable as follows:

         (a) Interest from the Funding Date through November 15, 1999 shall be
due and payable on December 15, 1999, together with the first
regularly-scheduled payment due under 1(b) below.

         (b) Interest only shall be paid in arrears in twelve (12) monthly
installments of Fifty-Five Thousand Twenty and 83/100 Dollars ($55,020.83)
each, commencing on December 15, 1999 and continuing on the fifteenth (15th)
day of each succeeding month to and including November 15, 2000. Each payment
due date is referred to as a "DUE DATE".

         (c) Principal and interest shall be paid in one hundred eight (108)
monthly installments of Sixty-Two Thousand Eight Hundred Eighty-Five and
05/100 Dollars ($62,885.05) each commencing on December 15, 2000 and
continuing on the fifteenth (15th) day of each succeeding month to and
including November 15, 2009. Each payment due date is referred to as a "DUE
DATE".

         (d) The entire Obligations (as defined in the Instrument (defined
below)) shall be due and payable on November 15, 2009 ("MATURITY DATE").
"MATURITY" shall mean the Maturity Date or earlier date that the Obligations
may be due and payable by acceleration by Lender as provided in the Documents.

         (d) Interest on the Balance for any full month shall be calculated on
the basis of a three hundred sixty (360) day year consisting of twelve (12)
months of thirty (30) days each. For any partial month, interest shall be due
in an amount equal to (i) the Note Rate divided by 360 multiplied by (ii) the
number of days any Balance is outstanding through and including the day of
payment.


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2.       Late Payment and Default Interest

         (a) Late Charge. If any payment due under the Documents is not fully
paid by its Due Date, a late charge of $100.00 per day (the "DAILY CHARGE")
shall be assessed for each day that elapses until payment in full is made
(including the date payment is made); provided, however, that if any such
payments, together with all accrued Daily Charges, are not fully paid by the
fourteenth (14th) day following their Due Date, a late charge equal to four
percent (4%) of such payments (the "LATE CHARGE") shall be assessed and be
immediately due and payable. The Late Charge shall be payable in lieu of Daily
Charges that shall have accrued. The Late Charge may be assessed only once on
each overdue payment. These charges shall be paid to defray the expenses
incurred by Lender in handling and processing such delinquent payment(s) and
to compensate Lender for the loss of the use of such funds. The Daily Charge
and Late Charge shall be secured by the Documents. The imposition of the Daily
Charge, Late Charge, and/or requirement that interest be paid at the Default
Rate (defined below) shall not be construed in any way to (i) excuse Borrower
from its obligation to make each payment under this Note promptly when due or
(ii) preclude Lender from exercising any rights or remedies available under
the Documents upon an Event of Default.

         (b) Acceleration. Upon an Event of Default, including a breach of
Section 5.01 of the Instrument, Lender may declare the Balance, unpaid accrued
interest, the Prepayment Premium (defined below) and all other Obligations
immediately due and payable in full.

         (c) Default Rate. Upon an Event of Default or at Maturity, whether by
acceleration (due to a voluntary or involuntary default) or otherwise, the
entire Obligations (excluding accrued but unpaid interest if prohibited by
law) shall bear interest at the Default Rate. The "DEFAULT RATE" shall be the
lesser of (i) the maximum rate allowed by the law or (ii) the greater of (A)
the Note Rate plus five percent (5%) or (B) five percent (5%) plus the prime
rate (for corporate loans at large United States money center commercial
banks) published in the Wall Street Journal on the first Business Day (defined
below) of the month in which the Event of Default or Maturity occurs or
continues. The term "BUSINESS DAY" shall mean a day which commercial banks are
not authorized or required by law to close in the Property State or in the
State where payments made by Borrower are received.

3.       Application of Payments. Before an Event of Default, all payments
received under this Note shall be applied in the following order: (a) to
unpaid Daily Charges, Late Charges and costs of collection; (b) to any
Prepayment Premium due; (c) to interest on the Balance; and (d) then to the
Balance. After an Event of Default, all payments shall be applied in any order
determined by Lender in its sole discretion.

4.       Prepayment. This Note may be prepaid, in whole or in part, upon at
least thirty (30) days' prior written notice to Lender and upon payment of all
accrued interest (and other Obligations due under the Documents) and a
prepayment premium ("PREPAYMENT PREMIUM") equal to the greater of (a) one
percent (1%) of the principal amount being prepaid multiplied by the quotient
of the number of full months remaining until the Maturity Date divided by the
number of full months comprising the term of this Note, or (b) the Present
Value of the Loan (defined below) less the amount of principal and accrued
interest (if any) being prepaid, calculated as of the prepayment date. The
Prepayment Premium shall be due and payable, except as provided in the
Instrument or as limited by law, upon any prepayment of this Note, whether
voluntary or involuntary, and Lender shall not be obligated to accept any
prepayment of the Note unless it is accompanied by the Prepayment Premium, all
accrued interest and all other Obligations due under the Documents. Unless


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prepayment occurs on a Due Date, the actual number of days until the next Due
Date will be used to discount during that partial month. Lender shall notify
Borrower of the amount and calculation of the Prepayment Premium. Borrower
agrees that (a) Lender shall not be obligated to actually reinvest the amount
prepaid in any Treasury obligation and (b) the Prepayment Premium is directly
related to the damages that Lender will suffer as a result of the prepayment.
The "PRESENT VALUE OF THE LOAN" shall be determined by discounting all
scheduled payments remaining to the Maturity Date attributable to the amount
being prepaid at the Discount Rate (defined below). The "DISCOUNT RATE" is the
rate which, when compounded monthly, is equivalent to the Treasury Rate
(defined below), when compounded semi-annually. The "TREASURY RATE" is the
semi-annual yield on the Treasury Constant Maturity Series with maturity equal
to the remaining weighted average life of the Loan (defined below), for the
week prior to the prepayment date, as reported in Federal Reserve Statistical
Release H.15 - Selected Interest Rates, conclusively determined by Lender
(absent a clear mathematical calculation error) on the prepayment date. The
rate will be determined by linear interpolation between the yields reported in
Release H.15, if necessary. If Release H.15 is no longer published, Lender
shall select a comparable publication to determine the Treasury Rate.
Notwithstanding the foregoing, no Prepayment Premium shall be due if the Note
is prepaid during the last thirty (30) days prior to the Maturity Date.

5.       No Usury. Under no circumstances shall the aggregate amount paid or to
be paid as interest under this Note exceed the highest lawful rate permitted
under applicable usury law ("MAXIMUM RATE"). If under any circumstances the
aggregate amounts paid on this Note shall include interest payments which
would exceed the Maximum Rate, Borrower stipulates that payment and collection
of interest in excess of the Maximum Rate ("EXCESS AMOUNT") shall be deemed
the result of a mistake by both Borrower and Lender and Lender shall promptly
credit the Excess Amount against the Balance or refund to Borrower any portion
of the Excess Amount which cannot be so credited.

6.       Security and Documents Incorporated. This Note is the Note referred to
and secured by the Deed to Secure Debt and Security Agreement of even date
herewith between Borrower and Lender (the "INSTRUMENT") and is secured by the
Property. Borrower shall observe and perform all of the terms and conditions
in the Documents. The Documents are incorporated into this Note as if fully
set forth in this Note.

7.       Treatment of Payments. All payments under this Note shall be made,
without offset or deduction, (a) in lawful money of the United States of
America at the office of Lender or at the place (and in the manner) Lender may
specify by written notice to Borrower, (b) in immediately available federal
funds, and (c) if received by Lender prior to 2:00 p.m. local time at such
place, shall be credited on that day or else, at Lender's option, shall be
credited on the next Business Day. Initially (unless waived by Lender), and
until Lender shall direct Borrower otherwise, Borrower shall make all payments
due under this Note in the manner set forth in Section 3.13 of the Instrument.
If any Due Date falls on a day which is not a Business Day, then the payment
shall be deemed to have fallen on the next succeeding Business Day.

8.       Limited Recourse Liability. Except to the extent set forth in
Paragraph 8 and Paragraph 9 of this Note, neither the Borrower nor any general
partner(s) of Borrower (singularly or collectively, the "Exculpated Parties")
shall have any personal liability for the Obligations. Notwithstanding the
preceding sentence, Lender may bring a foreclosure action or other appropriate
action to enforce the Documents or realize upon and protect the Property
(including, without limitation, naming the Exculpated Parties in the actions)
and in addition THE EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY FOR:


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         (a) any indemnity, guaranty, master lease or similar instrument
furnished in connection with the Loan (including, without limitation, the
provisions of Sections 8.03, 8.04, 8.05, 8.06 and 8.07 of the Instrument);

         (b) any assessments and taxes (accrued and/or payable) with respect
to the Property which are not paid and applicable to Borrower's period of
ownership;

         (c) any security deposits of tenants (i) not turned over to Lender
upon foreclosure, sale (pursuant to power of sale), or conveyance in lieu
thereof, or (ii) not turned over to a receiver or trustee for the Property
after appointment;

         (d) any insurance proceeds or condemnation awards neither turned over
to Lender nor used in compliance with Section 3.07 and 3.08 of the Instrument;

         (e) waste of the Property;

         (f) any rents or other income from the Property received by any of
the Exculpated Parties after a default under the Documents and not otherwise
applied to the Obligations evidenced by this Note or to the current (not
deferred) operating expenses of the Property; PROVIDED, HOWEVER, THAT THE
EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for amounts paid as expenses
to a person or entity related to or affiliated with any of the Exculpated
Parties unless the payments are expressly permitted in the Documents;

         (g) Borrower's failure to maintain any letter of credit required under
the Documents; and

         (h) all actual legal fees, including the allocated costs of Lender's
staff attorneys, and other expenses incurred by Lender in enforcing the
Documents if Borrower contests, delays, or otherwise hinders or opposes
(including, without limitation, the filing of a bankruptcy) any of Lender's
enforcement actions.

9.       Full Recourse Liability. Notwithstanding the provisions of Paragraph
8 of this Note, the EXCULPATED PARTIES SHALL HAVE PERSONAL LIABILITY for the
Obligations if:

         (a) there shall be any breach or violation of Article V of the
Instrument (the amount of such personal liability under this Paragraph 9(a),
however, shall be limited to the actual losses suffered by Lender because of
such breach); or

         (b) there shall be any actual, but not constructive fraud, in
connection with the Loan by any of the Exculpated Parties in connection with
the Property, the Documents, the Loan application, or any other aspect of the
Loan; or

         (c) the Property shall become an asset in (i) a voluntary bankruptcy
or insolvency proceeding or (ii) an involuntary bankruptcy or insolvency
proceeding which is not dismissed within ninety (90) days of filing (which
Borrower has participated in causing to be filed or respecting which Borrower
has colluded with a creditor or a principal in Borrower to cause such
involuntary proceeding to be filed); provided, however, that this Paragraph
9(c) shall not apply if an involuntary bankruptcy is filed by Lender.


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10.      Joint and Several Liability. This Note shall be the joint and several
obligation of all makers, endorsers, guarantors and sureties, and shall be
binding upon them and their respective successors and assigns and shall inure
to the benefit of Lender and its successors and assigns.

11.      WAIVER OF TRIAL BY JURY. BORROWER AND LENDER HEREBY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM FILED BY EITHER PARTY, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE DOCUMENTS, OR ANY
ACTS OR OMISSIONS OF LENDER OR BORROWER IN CONNECTION THEREWITH.

         IN WITNESS WHEREOF, this Note has been executed by Borrower as of the
date first set forth above.


                                BORROWER:

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

                                BY:  Roberts Realty Investors, Inc., a Georgia
                                     corporation, its sole general partner

                                     By: /s/ Charles S. Roberts
                                        ---------------------------------------
                                             Charles S. Roberts, President

                                                  [CORPORATE SEAL]


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