PROMISSORY NOTE

$2,000,000

                                                              January 31, 2000

                                                              Atlanta, Georgia

         FOR VALUE RECEIVED,  the undersigned  ROBERTS  PROPERTIES  RESIDENTIAL,
L.P., a Georgia limited partnership (the "Borrower"),  hereby promises to pay to
the order of COMPASS BANK (the "Lender"), at P.O. Box 10566, Birmingham, Alabama
35296,  or at such other  place as Lender  may  direct,  in lawful  money of the
United States of America  constituting  legal tender in payment of all debts and
dues, public and private,  together with interest thereon calculated at the rate
and in the manner set forth  herein,  the  principal  amount of TWO  MILLION AND
N0/100  DOLLARS  ($2,000,000),  or so  much  thereof  as  may  be  advanced  and
outstanding hereunder.  Payment of principal and interest shall be in accordance
with the following provisions:

         1.       Interest.

                  (a) The applicable interest rate (the "Applicable Rate") under
         this Note  shall be an  adjustable  rate per  annum  equal to 150 basis
         points (1.50%) in excess of the 30 day "LIBOR" rate (as defined herein)
         from time to time in effect.  "LIBOR"  refers to the  London  Interbank
         Offered  Rate  for  the  stated  period  as  published  on the  date of
         determination  of the interest rate (or in the event no such  quotation
         is  available  on such  date,  as  quoted  on the day most  immediately
         preceding  the date of  determination  on which  such a  quotation  was
         available). The Applicable Rate payable under this Section 1(a) will be
         set on the date hereof,  and shall be subject to change on the same day
         of each month  hereafter  (the "Interest  Adjustment  Dates") while any
         amount of principal is unpaid.  On each Interest  Adjustment  Date, the
         interest rate will be raised or lowered to reflect changes in the LIBOR
         rate.  In the event that at any time during the term of this Note,  the
         LIBOR ceases to be published and is no longer  ascertainable,  the term
         "LIBOR rate" shall mean a substitute  and  comparable  rate selected by
         Lender in its sole discretion.

                  (b) Interest on all principal amounts outstanding from time to
         time  hereunder  shall be  calculated  on the basis of a  360-day  year
         applied  to  the  actual  number  of  days  upon  which   principal  is
         outstanding,  by  multiplying  the  product  of  the  principal  amount
         outstanding and the respective  Applicable Rate set forth herein by the
         actual number of days  elapsed,  and dividing by 360. In no event shall
         the rate of  interest  calculated  hereunder  exceed the  maximum  rate
         allowed by law.  Any  principal  amounts  outstanding  hereunder  after
         maturity or earlier  acceleration of this Note shall bear interest at a
         floating rate equal to two percentage  points (2%) in excess of Compass
         Bank Prime until paid.  Each change in the interest rate resulting from
         a change in "Compass  Bank Prime" shall become  effective on the day on
         which such change in "Compass Bank Prime" occurs. "Compass Bank Prime",
         as used herein,  is a reference rate  established by the Lender for use
         in computing and adjusting interest, is subject to increase,  decrease,
         or change at the Lender's discretion,  and is only one of the reference
         rates or indices  that  Lender  uses.


<PAGE>

         Borrower  acknowledges  that the  Lender may lend to others at rates of
         interest at, or greater or less than,  "Compass Bank Prime" or the rate
         provided herein.

         2.       Payment.

         (a)      Borrower  promises  to pay  interest  monthly on or before the
                  fifth (5th) day of each month,  on the principal  amount owing
                  hereunder from time to time,  computed daily in the manner and
                  at the Applicable Rate set forth in Section 1 above; the first
                  such  interest  payment  shall be due and  payable on March 5,
                  2000.

         (b)      All unpaid  principal,  interest  and other  charges  shall be
                  due and  payable in full on January  31,  2001 (the  "Maturity
                  Date").

         3.       Prepayment.  This  Note  may  be  prepaid  in whole or in part
without  penalty,  provided  that any  partial  prepayment  shall be in integral
multiples of $10,000, and shall be accompanied by an amount equal to all accrued
interest and other charges on the amount so prepaid.

         4.       Loan  Documents.   The   indebtedness   evidenced   hereby  is
secured by, inter alia,  the Future  Advance Deed to Secure Debt,  Assignment of
Rents and  Leases and  Security  Agreement  on real  property  (the  "Property")
located in Gwinnett  County,  Georgia,  from  Borrower to Lender dated as of the
date hereof,  and the other documents or instruments  evidencing or securing the
Loan (collectively, the "Loan Documents").

         This  Note is  included  in the  indebtedness  referred  to in the Loan
Documents and is entitled to the benefits of those  documents,  but neither this
reference to those  documents nor any provisions  thereof shall affect or impair
the absolute and unconditional  obligations of the Borrower to pay the principal
of and interest on this Note when due.

         5.       Events of Default.  Upon the occurrence of any one or  more of
the following events ("Events of Default"):

                  (a)  Failure  to  make  any  payment  of the  principal  of or
         interest on this Note when and as the same  becomes due and payable and
         such  default  is not cured  within  three (3) days  after  receipt  of
         written notice thereof; and

                  (b)  The  occurrence  of  any  default  or  event  of  default
         specified in the Loan Documents, or in any other instrument executed in
         connection  with or  securing  this Note which is not cured  within any
         cure period provided with respect thereto (if any),

then, or at any time thereafter  during the  continuance of any such event,  the
holder  may,  with or  without  notice to the  Borrower,  declare  this Note and
indebtedness  evidenced  hereby to be forthwith due and payable,  whereupon this
Note and the  indebtedness  evidenced  hereby  shall  become  forthwith  due and
payable,  both  as to  principal  and  interest,  without  presentment,  demand,
protest,  or other notice of any kind, all of which are hereby expressly waived,
anything


                                      -2-
<PAGE>

contained  herein or in any of the Loan  Documents  or in any  other  instrument
executed   in   connection   with  or  securing   this  Note  to  the   contrary
notwithstanding.

         6. Waivers.  Borrower  hereby waives demand,  presentment  for payment,
notice of dishonor,  protest,  and notice of protest and diligence in collection
or bringing suit and agrees that the holder hereof may accept  partial  payment,
or release or exchange security or collateral,  without discharging or releasing
any unreleased collateral or the obligations evidenced hereby.  Borrower further
waives any and all rights of exemption,  both as to personal and real  property,
under the  constitution or laws of the United States,  the State of Georgia,  or
any other state.

         7. Late Fee.  Any   scheduled   payment of   principal  and or interest
which is not paid  within  ten (10) days from the date due will be  subject to a
late charge of five percent (5%) of such scheduled payment.

         8. Attorneys' Fees.  Borrower agrees to pay reasonable  attorneys' fees
and costs  actually  incurred by the holder hereof in collecting to collect this
Note, whether by suit or otherwise. Whenever reference is made to the payment of
"reasonable  attorney's  fees" or words of similar  import in this Note the same
shall mean and refer to the payment of actual  attorney's  fees  incurred  based
upon the attorney's  normal hourly rate and the number of hours worked,  and not
the statutory attorney's fees defined in O.C.G.A. ss. 13-1-11.

         9.  Miscellaneous.  As used herein, the terms "Borrower",  "Lender" and
"holder"  shall  be  deemed  to  include  their  respective  successors,   legal
representatives  and assigns,  whether by voluntary  action of the parties or by
operation of law. This Note is given under the seal of all parties  hereto,  and
it is intended that this Note is and shall  constitute  and have the effect of a
sealed instrument according to law. This Note has been negotiated,  and is being
executed and delivered in the State of Georgia, or if executed elsewhere,  shall
become  effective  upon the  Lender's  receipt and  acceptance  of the  executed
original  of this  Note in the State of  Georgia;  provided,  however,  that the
Lender  shall have no  obligation  to give,  nor shall  Borrower  be entitled to
receive,  any  notice  of such  acceptance  for this  Note to  become a  binding
obligation of Borrower.  Borrower hereby submits to jurisdiction in the State of
Georgia.  This Note shall be governed by and be construed in accordance with the
laws of the State of Georgia.  It is  intended,  and the Borrower and the holder
hereof  specifically  agree,  that the laws of the  State of  Georgia  governing
interest shall apply to this Note and to this transaction.  This Note may not be
modified  except by  written  agreement  signed by the  Borrower  and the holder
hereof, or by their respective  successors or assigns. Time is of the essence of
this Note.

         10.  Avoidance  Of  Usury.  If  from  any   circumstances   whatsoever,
fulfillment of any provision of this Note or of any other instrument  evidencing
or securing the indebtedness  evidenced  hereby, at the time performance of such
provision  shall be due,  shall  involve  transcending  the  limit  of  validity
presently  prescribed by any  applicable  usury statute or any other  applicable
law, with regard to obligations  of like character and amount,  then ipso facto,
the  obligation to be fulfilled  shall be reduced to the limit of such validity,
so that in no event shall any exaction be possible  under this Note or under any
other instrument evidencing or securing the indebtedness  evidenced hereby, that
is in excess of the current limit of such validity,  but such obligations  shall
be fulfilled to the limit of such validity.  In  determining  whether or not the
rate

                                      -3-

<PAGE>

of interest  hereunder  exceeds the highest lawful rate,  Maker and Holder agree
and  intend  that all sums paid  hereunder  which are  deemed  interest  for the
purposes of determining usury,  shall be prorated,  allocated or spread in equal
parts over the longest period of time permitted under the applicable laws of the
State of Georgia.

         IN  WITNESS  WHEREOF,  Borrower  has caused  this Note to be  executed,
sealed and delivered as of the date first set forth above.


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

                                   By:      ROBERTS REALTY INVESTORS, INC.,
                                            a  Georgia corporation, its
                                            general partner


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

                                                     [CORPORATE SEAL]