FUTURE ADVANCE DEED TO SECURE
                                                         DEBT,
                                            ASSIGNMENT OF RENTS AND LEASES
                                                   AND SECURITY AGREEMENT


STATE OF GEORGIA

COUNTY OF FULTON

THIS  INDENTURE  (herein this "Deed to Secure  Debt") made as of the 31st day of
January, 2000, between ROBERTS PROPERTIES  RESIDENTIAL,  L.P., a Georgia limited
partnership  (hereinafter called the "Grantor," whether one or more) and COMPASS
BANK (hereinafter called "Bank"),  as grantee.  The addresses of the Grantor and
the Bank are set forth in Paragraph 5.09 hereof.

                              W I T N E S S E T H:

WHEREAS,  Grantor  is  justly  indebted  to Bank on a loan (the  "Loan")  in the
principal sum of TWO MILLION DOLLARS ($2,000,000) or so much as may from time to
time be disbursed  thereunder,  as evidenced by a promissory  note dated January
31,  2000,  payable to Bank with  interest  thereon  as  provided  therein  (the
"Note"), which Note has a maturity date of January 31, 2001; and

WHEREAS, Grantor may hereafter become indebted to Bank or to a subsequent holder
of this Deed to Secure Debt on loans or otherwise  (the Bank and any  subsequent
holder of this Deed to Secure Debt being referred to herein as "Grantee"); and

WHEREAS,  the  parties  desire to secure the  principal  amount of the Note with
interest,  and all  renewals,  extensions  and  modifications  thereof,  and all
refinancings  of any  part  of  the  Note  and  any  and  all  other  additional
indebtedness of Grantor to Grantee,  now existing or hereafter arising,  whether
joint or  several,  due or to become  due,  absolute  or  contingent,  direct or
indirect,   liquidated   or   unliquidated,   and  any   renewals,   extensions,
modifications and refinancings  thereof, and whether incurred or given as maker,
endorser,  guarantor  or  otherwise,  and whether the same be evidenced by note,
open account,  assignment,  endorsement,  guaranty,  pledge or otherwise (herein
"Other Indebtedness").

NOW, THEREFORE,  the Grantor, in consideration of Grantee's making the Loan, and
to secure  the  prompt  payment  of same,  with the  interest  thereon,  and any
extensions,  renewals,  modifications  and refinancings of same, and any charges
herein  incurred by Grantee on account of Grantor,  including but not limited to
attorneys'  fees,  and any and all Other  Indebtedness  as set forth above,  and
further to secure the  performance of the  covenants,  conditions and agreements
hereinafter  set  forth  and set  forth in the Note and set  forth in all  other
documents

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LOAN NO.                      THIS INSTRUMENT   Robert W. Reardon
         -------------
                              PREPARED BY:   MORRIS, MANNING & MARTIN, L.L.P.
                                             1600 Atlanta Financial Center
                                             3343 Peachtree Road
                                             Atlanta, GA  30326
--------------------------------------------------------------------------------

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evidencing,  securing  or  executed  in  connection  with the Loan (this Deed to
Secure Debt, the Note and such other documents are sometimes  referred to herein
as the "Loan Documents"),  and as may be set forth in instruments  evidencing or
securing Other  Indebtedness (the "Other  Indebtedness  Instruments") has given,
granted,  bargained,  sold and conveyed and does hereby  give,  grant,  bargain,
sell,  convey and confirm  unto the Grantee,  its  successors  and assigns,  the
following  described  land,  real  estate,  estates,  buildings,   improvements,
fixtures,  furniture,  and personal property (which together with any additional
such  property in the  possession  of the Grantee or  hereafter  acquired by the
Grantor and subject to the lien of this Deed to Secure  Debt,  or intended to be
so, as the same may be constituted  from time to time is  hereinafter  sometimes
referred to as the " Property") to-wit:

         (a)      All that  tract  or  parcel  or  parcels  of land and  estates
                  particularly described on Exhibit A attached hereto and made a
                  part hereof (the "Land");

         (b)      All buildings,  structures,  and  improvements of every nature
                  whatsoever  now or  hereafter  situated  on the Land,  and all
                  fixtures, fittings, building materials,  machinery, equipment,
                  furniture  and  furnishings  and  personal  property  of every
                  nature  whatsoever  now or hereafter  owned by the Grantor and
                  used or  intended  to be used in  connection  with or with the
                  operation of said  property,  buildings,  structures  or other
                  improvements,    including    all    extensions,    additions,
                  improvements,     betterments,     renewals,    substitutions,
                  replacements  and accessions to any of the foregoing,  whether
                  such  fixtures,   fittings,  building  materials,   machinery,
                  equipment,   furniture,   furnishings  and  personal  property
                  actually  are located on or  adjacent to the Land or not,  and
                  whether in storage or otherwise,  and wheresoever the same may
                  be located (the "Improvements");

         (c)      All  accounts,  general  intangibles,  contracts  and contract
                  rights  relating  to the Land and  Improvements,  whether  now
                  owned or existing or hereafter  created,  acquired or arising,
                  including  without  limitation,  all  construction  contracts,
                  architectural   services  contracts,   management   contracts,
                  leasing agent contracts,  purchase and sales contracts, put or
                  other option contracts, and all other contracts and agreements
                  relating  to  the  construction  of  improvements  on,  or the
                  operation,  management and sale of all or any part of the Land
                  and Improvements;

         (d)      Together  with all  easements,  rights of way,  gores of land,
                  streets, ways, alleys,  passages,  sewer rights, waters, water
                  courses,  water rights and powers,  and all  estates,  leases,
                  subleases,  licenses,  rights, titles, interests,  privileges,
                  liberties,   tenements,   hereditaments,   and   appurtenances
                  whatsoever, in any way belonging,  relating or appertaining to
                  any of the property hereinabove described,  or which hereafter
                  shall in any way  belong,  relate or be  appurtenant  thereto,
                  whether now owned or hereafter  acquired by the  Grantor,  and
                  the reversion and reversions, remainder and remainders, rents,
                  issues and profits thereof, and all the estate,  right, title,
                  interest, property, possession, claim and demand whatsoever at
                  law,  as well as in equity,  of the  Grantor of, in and to the
                  same, including but not limited to:

                  (i)      All rents, royalties, profits, issues and revenues of
                           the Land and Improvements from time to time accruing,
                           whether  under  leases or  tenancies  now existing or
                           hereafter created; and

                  (ii)     All  judgments,  awards of  damages  and  settlements
                           hereafter   made    resulting    from    condemnation
                           proceedings   or  the   taking   of  the   Land   and
                           Improvements  or any part thereof  under the power of
                           eminent domain,  or for any damage (whether caused by
                           such   taking   or   otherwise)   to  the   Land  and
                           Improvements  or any part  thereof,  or to any rights
                           appurtenant  thereto,  including any award for change
                           of grade or streets.  Grantee hereby is authorized on
                           behalf of and in the name of Grantor  to execute  and
                           deliver valid  acquittances for, and appeal from, any
                           such judgments or awards.  Grantee may apply all such
                           sums or any  part  thereof  so  received,  after  the
                           payment  of all its  expenses,  including  costs  and
                           attorneys' fees, on any of the  indebtedness  secured
                           hereby in such manner as it elects or, at its option,
                           the entire amount or any part thereof so received may
                           be released;

         (e)      All cash and non-cash  proceeds and all products of any of the
                  foregoing  items or types of property  described in (a),  (b),
                  (c)  or  (d)  above,  including,   but  not  limited  to,  all
                  insurance,   contract  and  tort  proceeds  and  claims,   and
                  including all inventory,  accounts,  chattel paper, documents,
                  instruments,  equipment,  fixtures, consumer goods and general
                  intangibles   acquired  with  cash  proceeds  of  any  of  the
                  foregoing  items or types of property  described in (a),  (b),
                  (c) or (d) above.

TO HAVE AND TO HOLD the  Property and all parts  thereof  unto the Grantee,  its
successors and assigns,  in fee simple forever,  subject,  however. to the terms
and conditions herein.

         This Deed to Secure Debt is intended to operate and is to be  construed
as a deed  passing the title to the  Property to Grantee and is made under those
provisions  of the  existing  laws of the State of Georgia  relating to deeds to
secure  debt,  and not as a mortgage,  and is given to secure the payment of the
following described  indebtedness  (hereinafter  referred to collectively as the
"Secured Indebtedness"):

         (a) The debt evidenced by the Note, together with any and all renewals,
modifications,  consolidations  and extensions of the indebtedness  evidenced by
the Note; and
                                                                          Page 2
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         (b) Any and all  additional  advances  made by  Grantee  to  protect or
preserve the Property or the security  interest  created hereby on the Premises,
or for taxes,  assessments or insurance premiums as hereinafter provided, or for
performance of any of Grantor's  obligations  hereunder or for any other purpose
provided  herein  (whether or not the original  Grantor remains the owner of the
Property at the time of such advances); and

         (c) All  obligations  of  Grantor to Grantee  under that  certain  Loan
Agreement  of even date  herewith  by and between  Grantor  and  Grantee  ("Loan
Agreement").

Should  the  Secured  Indebtedness  be paid  according  to the tenor and  effect
thereof when the same shall become due and payable,  and should Grantor  perform
all covenants herein contained in a timely manner, then this Deed to Secure Debt
shall be canceled and surrendered.

AND the Grantor  further  represents,  warrants,  covenants  and agrees with the
Grantee as follows:
                                    ARTICLE I
                                     GENERAL

1.01  Performance of Deed to Secure Debt, Note and Loan  Documents.  The Grantor
shall perform,  observe and comply with all provisions  hereof,  of the Note, of
the other Loan Documents, and of the Other Indebtedness  Instruments,  and shall
duly and punctually  pay to the Grantee the sum of money  expressed in the Note,
with  interest  thereon,  and all other sums  required to be paid by the Grantor
pursuant to the  provisions  of this Deed to Secure  Debt,  of the Note,  of the
other Loan Documents, and of the Other Indebtedness Instruments, all without any
deductions or credit for taxes or other similar charges paid by the Grantor.

1.02 Warranty of Title. Grantor hereby warrants that it is lawfully seized of an
indefeasible  estate  in fee  simple  in  the  land  and  real  property  hereby
mortgaged,  or is  lawfully  seized  of such  other  estate  or  interest  as is
described on Exhibit A hereto,  and has good and absolute  title to all existing
personal property hereby granted as security, and has good right, full power and
lawful  authority to sell,  convey and grant a security  interest in the same in
the manner and form  aforesaid;  that the same is free and clear of all  grants,
reservations,  security interests,  liens, charges, and encumbrances whatsoever,
subject to those  matters  set forth on  Exhibit B  attached  hereto and by this
reference incorporated herein (the "Permitted Exceptions"), including, as to the
personal property and fixtures,  conditional sales contracts, chattel mortgages,
security agreements, financing statements, and anything of a similar nature, and
that Grantor shall and will warrant and forever defend the title thereto and the
quiet use and  enjoyment  thereof  unto the  Grantee,  their  respective  heirs,
successors  and assigns,  against the lawful  claims of all persons  whomsoever,
subject to the Permitted Exceptions.

1.03 Future  Advances,  Revolving  and Open-End  Loans,  and Other Debts.  It is
expressly  understood  that this Deed to Secure Debt is given to and does secure
not only the Loan and the Note and  future  obligations  and  advances  incurred
thereunder,  but  also  any and  all  present  and  future  Other  Indebtedness,
obligations  and  liabilities,  direct  or  contingent,  of the  Grantor  to the
Grantee,  whether now existing or hereafter arising, and any and all extensions,
renewals,  modifications and refinancings of same, or any part thereof,  whether
the same be evidenced by note, open account, assignment,  endorsement, guaranty,
pledge or otherwise. The Loan and the Other Indebtedness may, if provided in the
applicable  loan  instruments,  provide  for  revolving  or  open-end  loans and
advances, all of which shall be secured by this Deed to Secure Debt.

1.04 Monthly Tax Deposit.  After the  occurrence of an Event of Default,  and if
required  by  Grantee,  Grantor  shall  pay  on the  first  day  of  each  month
one-twelfth (1/12) of the yearly taxes on the Property, as estimated by Grantee,
in addition to each regular  installment  of principal and  interest.  Such sums
shall not draw interest and shall not be, nor be deemed to be, trust funds,  but
may be  commingled  with the  general  funds of Grantee.  Grantor  agrees to pay
Grantee the amount of any  deficiency  necessary  to enable  Grantee to pay such
taxes when due.  Such sums may be applied by the Grantee to the reduction of the
indebtedness  secured  hereby in any manner  selected  by Grantee if an Event of
Default shall occur under this Deed to Secure Debt or under the Note, any of the
other Loan Documents, or any of the Other Indebtedness Instruments,  but, unless
otherwise  agreed by the Grantee in writing,  no  application of tax deposits to
the Note, to Other Indebtedness,  or to other obligations secured hereby,  shall
delay,  reduce,  alter or otherwise affect any regularly  scheduled payment with
respect to the Loan, the Other Indebtedness, or any such other obligations.

1.05  Other Taxes, Utilities and Liens.

         (a)      The  Grantor  shall pay  promptly,  when and as due,  and,  if
                  requested,  will exhibit  promptly to the Grantee receipts for
                  the payment of all taxes,  assessments,  water rates,  utility
                  charges,  dues,  charges,  fines,  penalties,  costs and other
                  expenses incurred,  and impositions of every nature whatsoever
                  imposed,  levied  or  assessed  or to be  imposed,  levied  or
                  assessed  upon or against the  Property or any part thereof or
                  upon the revenues,  rents,  issues and profits of the Property
                  or  arising in respect  of the  occupancy,  use or  possession
                  thereof,  or upon the  interest of the Grantee in the Property
                  (other than any of the same for which  provision has been made
                  in Paragraph 1.04 of this Article I), or any charge which,  if
                  unpaid, would become a lien or charge upon the Property.
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         (b)      The  Grantor  promptly  shall pay or bond and shall not suffer
                  any  mechanic's,  laborer's,  statutory  or  other  lien to be
                  created or to remain outstanding upon any of the Property.

         (c)      In the event of the passage of any state,  federal,  municipal
                  or  other   governmental   law,  order,  rule  or  regulation,
                  subsequent  to the date  hereof,  in any  manner  changing  or
                  modifying  the laws now in force  governing  the  taxation  of
                  mortgages  or debts  secured  by  mortgages  or the  manner of
                  collecting  taxes,  then  Grantor  immediately  shall  pay any
                  increased taxes if allowed by law, and if Grantor fails to pay
                  such additional taxes, or if Grantor is prohibited from paying
                  such taxes, or if Grantee in any way is adversely  affected by
                  such  law,  order,  rule  or  regulation,  then in any of such
                  events,  all indebtedness  secured by this Deed to Secure Debt
                  and all interest  accrued  thereon shall without notice become
                  due and payable forthwith at the option of the Grantee.

1.06  Insurance.

         (a)      The Grantor  shall  procure for,  deliver to, and maintain for
                  the  benefit  of the  Grantee  during the term of this Deed to
                  Secure Debt insurance  policies in such amounts as the Grantee
                  shall require,  insuring the Property  against fire,  extended
                  coverage, war damage (if available),  and such other insurable
                  hazards,  casualties  and  contingencies  as the  Grantee  may
                  require. During the construction period, Grantor shall procure
                  for,   deliver  to  and   maintain   builder's   risk/extended
                  multi-peril  hazard  insurance.  The form of such policies and
                  the companies issuing them shall be acceptable to the Grantee,
                  and, unless otherwise agreed by the Grantee in writing,  shall
                  provide for coverage without  coinsurance or deductibles.  All
                  policies shall contain a New York  standard,  non-contributory
                  mortgagee endorsement making losses payable to the Grantee, as
                  mortgagee.  At least fifteen (15) days prior to the expiration
                  date of all such policies,  renewals  thereof  satisfactory to
                  the Lender  shall be  delivered  to the  Grantee.  The Grantor
                  shall deliver to the Grantee  receipts  evidencing the payment
                  of all such insurance  policies and renewals.  In the event of
                  the foreclosure of this Deed to Secure Debt or any transfer of
                  title to the Property in partial or full extinguishment of the
                  indebtedness  secured hereby, all right, title and interest of
                  the Grantor,  or its assigns, in and to all insurance policies
                  then in force shall pass to the purchaser or grantee.

         (b)      The Grantee hereby is authorized and empowered, at its option,
                  to adjust or compromise any loss under any insurance  policies
                  on the Property,  and to collect and receive the proceeds from
                  any such policy or policies.  Each insurance company hereby is
                  authorized  and  directed to make  payment for all such losses
                  directly to the  Grantee  instead of to the Grantor and Lender
                  jointly.  After  deducting  from said  insurance  proceeds any
                  expenses  incurred by Lender in the  collection or handling of
                  said  funds,  the  Lender may apply the net  proceeds,  at its
                  option,  either toward repairing or restoring the improvements
                  on  the  Property,  or as a  credit  on  any  portion  of  the
                  Grantor's   indebtedness  selected  by  Lender,  whether  then
                  matured  or to mature in the  future,  or at the option of the
                  Lender,  such  sums  either  wholly  or in part may be used to
                  repair  such  improvements,  or to build new  improvements  in
                  their  place  or  for  any  other  purpose  and  in  a  manner
                  satisfactory to the Lender,  all without affecting the lien of
                  this Deed to Secure  Debt for the full amount  secured  hereby
                  before such payment took place.  Lender shall not be liable to
                  Grantor or  otherwise  responsible  for any failure to collect
                  any  insurance  proceeds  due under  the  terms of any  policy
                  regardless of the cause of such failure.

         (c)      After the  occurrence of an Event of Default,  and if required
                  by the Lender,  the Grantor shall pay on the first day of each
                  month, in addition to any regular installment of principal and
                  interest  and  other  charges  with  respect  to  indebtedness
                  secured  hereby,  and the monthly tax deposit  provided for in
                  Paragraph  1.04  hereof,  one-twelfth  (1/12)  of  the  yearly
                  premiums for insurance  maintained  pursuant to the provisions
                  of this Paragraph 1.06. Such amount shall be used by Lender to
                  pay such  insurance  premiums  when due.  Such added  payments
                  shall not be,  nor be deemed to be,  trust  funds,  but may be
                  commingled  with  the  general  funds  of the  Lender,  and no
                  interest shall be payable in respect  thereof.  Upon demand of
                  the Lender,  the Grantor  agrees to deliver to the Lender such
                  additional moneys as are necessary to make up any deficiencies
                  in the amounts  deposited by Grantor  with Lender  pursuant to
                  this Paragraph 1.06 to enable the Lender to pay such insurance
                  premiums  when  due.  In the  event  of an  Event  of  Default
                  hereunder or of a default by Grantor under the Note, any other
                  Loan Documents,  or any Other  Indebtedness  Instruments,  the
                  Lender   may  apply  such  sums  to  the   reduction   of  the
                  indebtedness  secured hereby in any manner selected by Lender,
                  but,  unless  otherwise  agreed by the Lender in  writing,  no
                  application  of  insurance  proceeds  to the  Loan,  to  Other
                  Indebtedness,  or to other obligations  secured hereby,  shall
                  delay,   reduce,  alter  or  otherwise  affect  any  regularly
                  scheduled   payment  with  respect  to  the  Loan,  the  Other
                  Indebtedness, or any such other obligations.

1.07 Condemnation.  If all or any part of the Property shall be damaged or taken
through  condemnation  (which  term when used in this Deed to Secure  Debt shall
include any damage or taking by any governmental or private  authority,  and any
transfer by private sale in lieu thereof),  either  temporarily or  permanently,
the entire indebtedness secured hereby shall at the option of the Grantee become
immediately due and payable.  The Grantee shall be entitled to all compensation,
awards,  and  other  payments  or  relief  for any  condemnation  and  hereby is
authorized,  at its option, to commence,  appear in and prosecute, in its own or
the Grantor's name, any action or proceeding  relating to any condemnation,  and
to  settle  or  compromise   any  claim  in  connection   therewith.   All  such
compensation,  awards,  damages,  claims,  rights of action and proceeds and the
right thereto are hereby  assigned by the Grantor to the Grantee,  which,  after
deducting therefrom all its expenses, including attorneys' fees, may release any
moneys so received by it without  affecting the lien of this Deed to Secure Debt
or may  apply the same in such  manner as the  Grantee  shall  determine  to the
reduction of the  indebtedness  secured  hereby,  and any balance of such moneys
then remaining shall be paid to the
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Grantor.  The  Grantor  agrees  to  execute  such  further  assignments  of  any
compensations,  awards,  damages,  claims,  rights of action and proceeds as the
Grantee may require.  The Grantor promptly shall notify the Grantee in the event
of the institution of any  condemnation  or eminent domain  proceeding or in the
event of any threat  thereof.  The Grantee  shall be entitled to retain,  at the
expense  of the  Grantor,  its own legal  counsel  in  connection  with any such
proceedings or threatened  proceedings.  Grantee shall be under no obligation to
the Grantor or to any other person to determine the  sufficiency  or legality of
any condemnation award and may accept any such award without question or further
inquiry.

1.08  Care of the  Property.

         (a)      The Grantor  will  preserve  and maintain the Property in good
                  condition and repair, and shall not commit or suffer any waste
                  and  shall not do or suffer  to be done  anything  which  will
                  increase  the risk of fire or other  hazard to the Property or
                  any part thereof.

         (b)      Except as otherwise  provided herein, no buildings,  fixtures,
                  personal  property,  or other  part of the  Property  shall be
                  removed, demolished or substantially altered without the prior
                  written  consent  of the  Grantee.  The  Grantor  may  sell or
                  otherwise  dispose  of,  free  from the  lien of this  Deed to
                  Secure  Debt,  furniture,   furnishings,   equipment,   tools,
                  appliances,  machinery or  appurtenances,  subject to the lien
                  hereof  which  may  become  worn out,  undesirable,  obsolete,
                  disused  or  unnecessary  for  use  in  the  operation  of the
                  Property,  not  exceeding in value at the time of  disposition
                  thereof  Five  Thousand  Dollars  ($5,000.00)  for any  single
                  transaction,   or  a  total   of   Twenty   Thousand   Dollars
                  ($20,000.00) in any one year, upon replacing the same with, or
                  substituting  for the  same,  free and  clear of all liens and
                  security  interests except those created by the Loan Documents
                  or   Other   Indebtedness   Instruments,    other   furniture,
                  furnishings,   equipment,  tools,  appliances,   machinery  or
                  appurtenances not necessarily of the same character, but of at
                  least  equal  value  and of equal or  greater  utility  in the
                  operation  of the  Property,  and  costing  not less  than the
                  amount  realized from the property sold or otherwise  disposed
                  of. Such substitute furniture, furnishings,  equipment, tools,
                  appliances,   machinery  and  appurtenances   shall  forthwith
                  become,  without further action,  subject to the provisions of
                  this Deed to Secure Debt.

         (c)      If the  Property or any part thereof is damaged by fire or any
                  other cause,  the Grantor shall give immediate  written notice
                  of the same to the Grantee.

         (d)      The Grantee hereby is authorized,  upon 24 hours prior notice,
                  to enter upon and  inspect  the  Property,  and to inspect the
                  Grantor's  or  Grantor's  agent's  records with respect to the
                  ownership,  use, management and operation of the Property,  at
                  any time during normal business hours.

         (e)      If all or any part of the Property shall be damaged by fire or
                  other  casualty,   the  Grantor  promptly  shall  restore  the
                  Property  to  the   equivalent  of  its  original   condition,
                  regardless  of  whether  or not there  shall be any  insurance
                  proceeds  therefor;  provided,  however,  that  if  there  are
                  insurance  proceeds,  the  Grantor  shall not be  required  to
                  restore the  Property as  aforesaid  unless the Grantee  shall
                  apply any net proceeds  from the casualty in question and held
                  by Grantee,  as allowed under Paragraph 1.06, toward restoring
                  the damaged improvements.

1.09  Further Assurances; After-Acquired  Property.

         (a)      At any  time,  and from  time to  time,  upon  request  by the
                  Grantee, the Grantor, at Grantor's expense, will make, execute
                  and deliver or cause to be made, executed and delivered to the
                  Grantee and, where appropriate, to cause to be recorded and/or
                  filed  and  from  time to time  thereafter  to be  re-recorded
                  and/or  refiled at such time and in such offices and places as
                  shall be  deemed  desirable  by the  Grantee  any and all such
                  other and further mortgages, instruments of further assurance,
                  certificates and other documents as may, in the opinion of the
                  Grantee,  be necessary  or  desirable in order to  effectuate,
                  complete,   or  perfect,  or  to  continue  and  preserve  the
                  obligation  of the  Grantor  under  the Note and this  Deed to
                  Secure Debt, and the priority of this Deed to Secure Debt as a
                  first and prior security title to all of the Property, whether
                  now  owned or  hereafter  acquired  by the  Grantor.  Upon any
                  failure  by  the  Grantor  so to do,  the  Grantee  may  make,
                  execute,  and record any and all such mortgages,  instruments,
                  certificates,  and  documents  for  and  in  the  name  of the
                  Grantor,  and the  Grantor  hereby  irrevocably  appoints  the
                  Grantee  the agent and  attorney-in-fact  of the Grantor so to
                  do. The rights and title hereunder  automatically will attach,
                  without further act, to all  after-acquired  property  (except
                  consumer goods, other than accessions, not acquired within ten
                  (10) days after the  Grantee  has given  value under the Note)
                  attached to and/or used in the  operation  of the  Property or
                  any part thereof.

         (b)      Without  limitation to the generality of the other  provisions
                  of this Deed to Secure  Debt,  including  subparagraph  (a) of
                  this Paragraph 1.09, it hereby expressly is covenanted, agreed
                  and   acknowledged   that  the  lien  and   rights   hereunder
                  automatically will attach to any further, greater, additional,
                  or different estate,  rights, titles or interests in or to any
                  of the  Property  at any  time  acquired  by  the  Grantor  by
                  whatsoever  means,  including that in the event the Grantor is
                  the owner of an estate or interest in the Property or any part
                  thereof (such as, for example,  as the lessee or tenant) other
                  than  as the  fee  simple  owner  thereof,  and  prior  to the
                  satisfaction of record of this Deed to Secure Debt the Grantor
                  obtains or otherwise acquires such fee simple or other estate,
                  then such further, greater, additional, or different estate in
                  the Property,  or a part  thereof,  shall  automatically,  and
                  without any further  action or filing or recording on the part
                  of the Grantor or the  Grantee
                                                                          Page 5
<PAGE>
                  or any other person or entity,  be and become  subject to this
                  Deed to Secure Debt and the lien hereof.  In  consideration of
                  Grantee's  making  the Loan as  aforesaid,  and to secure  the
                  Loan, the Other  Indebtedness and obligations set forth above,
                  Grantor hereby grants, bargains, sells and conveys to Grantee,
                  on the same terms as set forth in this Deed to Secure Debt and
                  intended to be a part hereof, all such after-acquired property
                  and estates.

1.10  Additional  Security.  The Grantee also shall have and hereby is granted a
security  interest in all monies,  securities and other property of the Grantor,
now or  hereafter  assigned,  held,  received,  or coming  into the  possession,
control,  or  custody  of the  Grantee  by or for  the  account  of the  Grantor
(including  indebtedness  due from the Grantee to the  Grantor,  and any and all
claims of Grantor against Grantee,  at any time existing)  whether  expressly as
collateral security, custody, pledge, transmission,  collection or for any other
purpose,  and also upon any and all deposit  balances,  including  any dividends
declared,  or interest  accruing thereon,  and proceeds thereof.  On an Event of
Default,  the Grantee may, in addition to any other rights provided by this Deed
to Secure Debt or any of the other Loan  Documents,  but shall not be  obligated
to, apply to the payment of the Loan or Other  Indebtedness  secured hereby, and
in such manner as the Grantee may  determine,  any such  monies,  securities  or
other property held or controlled by the Grantee.  No such  application of funds
shall,  unless  otherwise  expressly  agreed by the Grantee in writing,  reduce,
alter, delay or otherwise affect any regularly scheduled payment with respect to
the Loan or such Other Indebtedness or obligations.

1.11 Leases  Affecting  Property.  The Grantor shall comply with and observe its
obligations as landlord or tenant under all leases affecting the Property or any
part  thereof.  If  requested by Grantee,  Grantor  shall  furnish  Grantee with
executed copies of all leases now or hereafter existing on the Property; and all
leases now or hereafter  entered into will be in form and  substance  subject to
the approval of Grantee.  Grantor shall not accept payment of rent more than one
(1) month in  advance  without  the  express  written  consent  of  Grantee.  If
requested by the Grantee,  the Grantor shall execute and deliver to Grantee,  as
additional  security,  such other  documents  as may be  requested by Grantee to
evidence further the assignment to Grantee hereunder,  and to assign any and all
such  leases  whether now  existing or  hereafter  created,  including,  without
limitation,  all rents, royalties,  issues and profits of the Property from time
to time  accruing.  The Grantor shall not cancel,  surrender or modify any lease
affecting  the Property or any part thereof  without the written  consent of the
Grantee; provided, that if the Property is a residential apartment complex, this
paragraph  shall not apply to  leases  (a)  entered  into on forms  approved  by
Grantee,  or (b)  modified,  amended or  terminated  in the  ordinary  course of
business of operating a residential apartment complex.

1.12 Expenses. The Grantor shall pay or reimburse the Grantee for all reasonable
attorneys' fees,  costs and expenses  incurred by the Grantee in connection with
the  collection of the  indebtedness  secured  hereby or the  enforcement of any
rights or remedies provided for in this Deed to Secure Debt, in any of the other
Loan  Documents or the Other  Indebtedness  Instruments,  or as may otherwise be
provided by law, or incurred by Grantee in any  proceeding  involving the estate
of a decedent or an  insolvent,  or in any action,  proceeding or dispute of any
kind in which the  Grantee is made a party,  or appears  as party  plaintiff  or
defendant,  affecting  this Deed to Secure Debt, the Note, any of the other Loan
Documents, any of the Other Indebtedness  Instruments,  Grantor or the Property,
including but not limited to the  foreclosure  of this Deed to Secure Debt,  any
condemnation  action involving the Property,  any environmental  condition of or
affecting the Property,  or any action to protect the security  hereof;  and any
such amounts paid or incurred by the Grantee shall be added to the  indebtedness
secured hereby and shall be further secured by this Deed to Secure Debt.

1.13 Performance by Grantee of Defaults by Grantor. If the Grantor shall default
in the payment of any tax, lien, assessment or charge levied or assessed against
the Property,  or otherwise described in Paragraphs 1.04 and 1.05 hereof; in the
payment of any utility  charge,  whether  public or  private;  in the payment of
insurance premiums; in the procurement of insurance coverage and the delivery of
the insurance policies required  hereunder;  or in the performance or observance
of any other  covenant,  condition or term of this Deed to Secure  Debt,  of the
Note, of any of the other Loan  Documents,  or of any of the Other  Indebtedness
Instruments,  then the Grantee,  at its option, may perform or observe the same;
and all  payments  made  for  costs  or  expenses  incurred  by the  Grantee  in
connection  therewith  shall be  secured  hereby and shall be,  without  demand,
immediately  repaid  by  the  Grantor  to  the  Grantee  with  interest  thereon
calculated in the manner set forth in the Note, and at the default interest rate
specified in the Note, or, if no default interest rate is specified, then at the
rate set forth in the Note,  plus two percentage  points (2%). The Grantee shall
be the sole judge of the legality,  validity and priority of any such tax, lien,
assessment, charge, claim and premium, of the necessity for any such actions and
of the amount necessary to be paid in satisfaction  thereof.  The Grantee hereby
is empowered to enter and to authorize  others to enter upon the Property or any
part  thereof for the purpose of  performing  or  observing  any such  defaulted
covenant,  condition or term,  without thereby becoming liable to the Grantor or
any person in possession holding under the Grantor for trespass or otherwise.

1.14 Books and Records.  The Grantor  shall keep and maintain at all times full,
true and accurate books of accounts and records,  adequate to reflect  correctly
the results of the operation of the Property.  Upon request of the Grantee,  the
Grantor  shall  furnish to the Grantee (i) within one hundred  twenty (120) days
after the end of the  Grantor's  fiscal year a balance  sheet and a statement of
income and expenses,  both in reasonable detail and form satisfactory to Grantee
and certified by a Certified  Public  Accountant,  and (ii) within ten (10) days
after request therefor from Grantee, a rent schedule of the Property,  certified
by the Grantor,  showing the name of each tenant, and for each tenant, the space
occupied, the lease expiration date and the rent paid.

1.15 Estoppel Affidavits. The Grantor within ten (10) days after written request
from the Grantee shall furnish a written statement,  duly acknowledged,  setting
forth the unpaid  principal of and  interest on the Loan and Other  Indebtedness
and whether or not any  offsets or defenses  exist  against  any  principal  and
interest.
                                                                          Page 6
<PAGE>
1.16  Alienation  or Sale of  Property.  The  Grantor  shall not  sell,  assign,
mortgage,  encumber, grant a security interest in or otherwise convey all or any
part of the  Property  without  obtaining  the  express  written  consent of the
Grantee at least thirty (30) days prior to such  conveyance.  If Grantor  should
sell, assign, mortgage, encumber, grant a security interest in or convey all, or
any part, of the Property without such consent by Grantee,  then, in such event,
the  entire  balance  of the  indebtedness  (including  the Loan  and all  Other
Indebtedness)  secured  by this Deed to  Secure  Debt and all  interest  accrued
thereon (or such parts as Grantee may elect) shall without notice become due and
payable forthwith at the option of the Grantee.

1.17  Environmental and Compliance  Matters.  Grantor  represents,  warrants and
covenants as follows:

         (a)      Based on the Phase I Environmental Site Assessment prepared by
                  Law  Engineering  dated  April  6,  1998  (the  "Environmental
                  Report")  and  except  as  set  forth  therein,  no  Hazardous
                  Materials  (hereinafter  defined) have been,  are, or will be,
                  while  any part of the  indebtedness  secured  by this Deed to
                  Secure Debt remains  unpaid,  contained in,  treated,  stored,
                  handled,  generated,  located on, discharged from, or disposed
                  of on, or constitute a part of, the Property.  As used herein,
                  the term "Hazardous  Materials" includes,  without limitation,
                  any asbestos,  urea  formaldehyde  foam insulation,  flammable
                  explosives,   radioactive   materials,   hazardous  materials,
                  hazardous wastes, hazardous or toxic substances, or related or
                  unrelated   substances   or  materials   defined,   regulated,
                  controlled,   limited  or  prohibited  in  the   Comprehensive
                  Environmental  Response Compensation and Liability Act of 1980
                  ("CERCLA") (42 U.S.C.  Sections 9601, et seq.),  the Hazardous
                  Materials  Transportation  Act (49 U.S.C.  Sections  1801,  et
                  seq.), the Resource Conservation and Recovery Act ("RCRA") (42
                  U.S.C. Sections 6901, et seq.), the Clean Water Act (33 U.S.C.
                  Sections 1251, et seq.), the Clean Air Act (42 U.S.C. Sections
                  7401, et seq.),  the Toxic  Substances  Control Act (15 U.S.C.
                  Sections 2601, et seq.), each such Act as amended from time to
                  time,   and  in  the  rules  and   regulations   adopted   and
                  publications  promulgated  pursuant thereto,  and in the rules
                  and  regulations  of  the   Occupational   Safety  and  Health
                  Administration ("OSHA") pertaining to occupational exposure to
                  asbestos,  as  amended  from  time to  time,  or in any  other
                  federal, state or local environmental law, ordinance, rule, or
                  regulation now or hereafter in effect;

         (b)      Based on the  Environmental  Report  and  except  as set forth
                  therein, no underground  storage tanks,  whether in use or not
                  in use, are located in, on or under any part of the Property;

         (c)      Based on the  Environmental  Report  and  except  as set forth
                  therein,  all of the Property  complies and will comply in all
                  respects   with   applicable    environmental   laws,   rules,
                  regulations, and court or administrative orders;

         (d)      There are no pending claims or threats of claims by private or
                  governmental  or   administrative   authorities   relating  to
                  environmental    impairment,    conditions,    or   regulatory
                  requirements with respect to the Property;

         (e)      The Grantor  promptly shall comply with all present and future
                  laws, ordinances,  rules,  regulations,  orders and decrees of
                  any governmental  authority affecting the Property or any part
                  thereof.   Without   limiting  the   foregoing,   the  Grantor
                  represents  and  covenants  that the  Property  is in  present
                  compliance  with,  and in the future  shall  comply  with,  as
                  applicable,  the  Americans  With  Disabilities  Act of  1990,
                  ("ADA") (42 U.S.C.  Sections  12101,  et seq), as amended from
                  time to time,  and in the rules and  regulations  adopted  and
                  publications promulgated pursuant thereto.

         (f)      Grantor  shall  give  immediate  oral and  written  notice  to
                  Grantee of its  receipt of any  notice of a  violation  of any
                  law, rule or regulation  covered by this Paragraph 1.17, or of
                  any notice of other  claim  relating to the  environmental  or
                  physical condition of the Property, or of its discovery of any
                  matter which would make the representations, warranties and/or
                  covenants  herein  to  be  inaccurate  or  misleading  in  any
                  respect.

Grantor agrees to and does hereby  indemnify and hold Grantee  harmless from all
loss, cost, damage,  claim and expense incurred by Grantee on account of (i) the
violation of any  representation  or warranty set forth in this Paragraph  1.17,
(ii) Grantor's  failure to perform any obligations of this Paragraph 1.17, (iii)
Grantor's or the Property's failure to fully comply with all environmental laws,
rules and regulations,  with all occupational  health and safety laws, rules and
regulations, or with the ADA, as applicable, or (iv) any other matter related to
environmental or physical  conditions on, under or affecting the Property.  This
indemnification  shall survive the closing of the Loan, payment of the Loan, the
exercise of any right or remedy under any Loan Document, and any subsequent sale
or transfer of the Property,  and all similar or related events or  occurrences.
However,  this  indemnification  shall not apply to any new Hazardous  Materials
first stored, generated or placed on the Property after the acquisition of title
to the Property by Grantee through foreclosure or deed in lieu of foreclosure or
after purchase by a third party after the Loan has been paid in full.

1.18 Inspection Rights and Easements.  In addition to other inspection rights of
Grantee,  the Grantor shall and hereby does grant and convey to the Grantee, its
agents, representatives,  contractors, and employees, to be exercised by Grantee
following  an  Event  of  Default  hereunder  or  under  any of the  other  Loan
Documents,  an easement and license to enter on the Property at any time upon 24
hours prior  notice for the purpose of making such audits,  tests,  inspections,
and examinations,  including,  without  limitation,  inspection of buildings and
improvements, subsurface exploration and testing and groundwater testing (herein
"Inspections"),  as  the  Grantee,  in its  sole  discretion,  deems  necessary,
convenient,  or proper to determine the  condition  and use of the Property,  to
make an inventory of the Property,  and to determine whether the ownership,  use
and operation of the Property are in  compliance  with all federal,  state,  and
local laws, ordinances,  rules, and regulations,  including, without limitation,
environmental  laws,  health  and public  accommodation  laws,  and the ADA,  as
applicable, and ordinances, rules and
                                                                          Page 7
<PAGE>
regulations  relating thereto.  Notwithstanding  the grant of the above easement
and license to the Grantee,  the Grantee shall have no obligation to perform any
such  Inspections,  or to take any remedial  action.  All the costs and expenses
incurred by the Grantee  with respect to any  Inspections  which the Grantee may
conduct or take pursuant to this Paragraph 1.18, including,  without limitation,
the fees of any engineers, laboratories, and contractors, shall be repaid by the
Grantor, with interest, and shall be secured by this Deed to Secure Debt and the
other Loan Documents.

                                   ARTICLE II
                         ASSIGNMENT OF RENTS AND LEASES

2.01  Assignment.  Grantor,  in  consideration  of Grantee's  making the Loan as
aforesaid  and for other  good and  valuable  consideration,  and to secure  the
prompt payment of same, with the interest thereon, and any extensions, renewals,
modifications  and  refinancings  of same,  and any charges  herein  incurred by
Grantee on account of Grantor, including but not limited to attorneys' fees, and
any and all Other  Indebtedness,  and further to secure the  performance  of the
covenants,  conditions and agreements hereinafter set forth and set forth in the
Note, in the other Loan Documents,  and in the Other  Indebtedness  Instruments,
does hereby sell, assign and transfer unto the Grantee all leases, subleases and
lease  guaranties  of or  relating to all or part of the  Property,  whether now
existing or hereafter  created or arising,  including  without  limitation those
certain  leases,  if any,  specifically  described on an exhibit to this Deed to
Secure  Debt,  and all the  rents,  issues  and  profits  now due and  which may
hereafter  become due under or by virtue of any such lease,  whether  written or
verbal,  or any letting of, or of any  agreement for the use or occupancy of the
Property or any part thereof, which may have been heretofore or may be hereafter
made or agreed to or which  may be made or  agreed to by the  Grantee  under the
powers herein granted, it being the intention of the parties to hereby establish
an absolute  transfer and  assignment of all the said leases,  subleases,  lease
guaranties and agreements,  and all the avails thereof, to the Grantee,  and the
Grantor does hereby appoint irrevocably the Grantee its true and lawful attorney
in its name and  stead  (with or  without  taking  possession  of the  aforesaid
Property as hereinafter  provided),  to rent, lease or let all or any portion of
the  Property to any party or parties at such rental and upon such term,  in its
discretion as it may determine, and to collect all of said avails, rents, issues
and profits arising from or accruing at any time hereafter,  and all now due, or
that may hereafter become due under each and all of the leases, subleases, lease
guaranties and agreements, written or verbal, or other tenancy existing or which
may hereafter exist on the Property, with the same rights and powers and subject
to the same  immunities,  exoneration  of  liability  and rights of recourse and
indemnity  as the Grantee  would have upon  taking  possession  of the  Property
pursuant to the provisions hereinafter set forth.

2.02 Prepayment of Rent. The Grantor represents and agrees that no rent has been
or will be paid by any person in  possession  of any portion of the Property for
more than one  installment  in advance and that the payment of none of the rents
to accrue for any portion of said Property has been or will be waived, released,
reduced, or discounted,  or otherwise  discharged or compromised by the Grantor.
The Grantor  waives any right of setoff  against any person in possession of any
portion of the Property.  The Grantor  agrees that it will not assign any of the
rents or profits except to the purchaser or grantee of the Property.

2.03 Not Mortgagee in Possession;  No Liability.  Nothing herein contained shall
be construed as  constituting  the Grantee as "mortgagee in  possession"  in the
absence  of the  taking of actual  possession  of the  Property  by the  Grantee
pursuant to the provisions hereinafter contained.  In the exercise of the powers
herein granted the Grantee,  no liability shall be asserted or enforced  against
the  Grantee,  all such  liability  being  expressly  waived and released by the
Grantor.

2.04 Present Assignment. It is the intention of the parties that this assignment
of rents and leases  shall be a present  assignment;  however,  it is  expressly
understood   and   agreed,   anything   herein   contained   to   the   contrary
notwithstanding,  that Grantor shall have the right to collect the rents so long
as there exists no Event of Default under this Deed to Secure Debt, and provided
further,  that Grantor's  right to collect such rents shall  terminate and cease
automatically  upon the  occurrence  of any such  Event of Default  without  the
necessity of any notice or other action whatsoever by Grantee.

2.05 No Obligation  of Grantee Under Leases.  The Grantee shall not be obligated
to perform or discharge,  nor does it hereby  undertake to perform or discharge,
any  obligation,  duty or  liability  under  any  leases,  subleases  or  rental
agreements relating to the Property, and the Grantor shall and does hereby agree
to indemnify  and hold the Grantee  harmless of and from any and all  liability,
loss or damage  which it may or might  incur  under  any  leases,  subleases  or
agreements or under or by reason of the  assignment  thereof and of and from any
and all claims and demands whatsoever which may be asserted against it by reason
of any alleged  obligations or  undertakings on its part to perform or discharge
any of the terms, covenants or agreements contained in said leases, subleases or
agreements.  Should the Grantee incur any such liability,  loss or damage, under
said leases or under or by reason of the assignment  thereof,  or in the defense
of any claims or demands asserted against the Grantee in connection with any one
or more of said leases, subleases or agreements, the Grantor agrees to reimburse
the Grantee for the amount  thereof,  including  costs,  expenses and reasonable
attorneys' fees immediately upon demand, and until the same are fully reimbursed
by the Grantor, all such costs, expenses and attorneys' fees shall be secured by
the assignment hereunder and by this Deed to Secure Debt.

2.06 Instruction to Lessees. The Grantor does further specifically authorize and
instruct  each and  every  present  and  future  lessee,  tenant,  sublessee  or
subtenant  of the whole or any part of the  Property  to pay all  unpaid  rental
agreed upon in any lease,  sublease or tenancy to the  Grantee  upon  receipt of
demand from said Grantee to pay the same.
                                                                          Page 8
<PAGE>
2.07  Default  (Assignment).  Upon the  occurrence  of any Event of Default,  as
described in Paragraph  4.01 of this Deed to Secure Debt,  then,  in addition to
the right to demand and collect directly from tenants rents accruing from leases
of the Property, Grantee shall have all rights and remedies set forth in Article
IV or elsewhere in this Deed to Secure Debt.

                                   ARTICLE III
                               SECURITY AGREEMENT

3.01 Grant of Security  Interest.  Grantor  (the  "debtor"  for  purposes of the
Uniform Commercial Code), in consideration of Grantee's (the "secured party" for
purposes of the Uniform  Commercial  Code) making the Loan as aforesaid  and for
other good and valuable consideration, and to secure the prompt payment of same,
with the interest  thereon,  and any  extensions,  renewals,  modifications  and
refinancings  of same, and any charges herein  incurred by Grantee on account of
Grantor,  including  but not limited to attorneys'  fees,  and any and all Other
Indebtedness, and further to secure the performance of the covenants, conditions
and  agreements  hereinafter  set forth and set forth in the Note,  in the other
Loan Documents,  and in the Other Indebtedness  Instruments,  does hereby assign
and grant to Grantee  title to and a security  interest in such  portions of the
Property the security  interest in and  disposition  of which is governed by the
Uniform Commercial Code (the "Collateral").

3.02 Definitions. All terms used herein which are defined in the Georgia Uniform
Commercial  Code (the  "Uniform  Commercial  Code")  shall have the same meaning
herein as in the Uniform Commercial Code unless otherwise indicated herein.

3.03 Financing Statements. No financing statement covering any Collateral or any
proceeds  thereof  is on  file  in  any  public  office,  except  for  financing
statements  specifically set forth on an addendum  attached hereto,  if any, and
except for the financing statements executed by Grantor as debtor and naming the
Grantee as secured party. At the Grantee's  request,  the Grantor will join with
Grantee in executing one or more  financing  statements  pursuant to the Uniform
Commercial Code in form  satisfactory  to the Grantee,  and will pay the cost of
filing the same in all public offices  wherever  filing is deemed by the Grantee
to be necessary or desirable.  The Grantor authorizes the Grantee to prepare and
to file financing  statements covering the Collateral signed only by the Grantee
and  to  sign  the  Grantor's   signature  to  such   financing   statements  in
jurisdictions where Grantor's signature is required. The Grantor promises to pay
to the Grantee the fees incurred in filing the financing  statements,  including
but not limited to mortgage  recording  taxes payable in connection with filings
on fixtures, which fees shall become part of the indebtedness secured hereby.

3.04  Representations  of  Grantor  (Collateral).  With  respect  to  all of the
Collateral, Grantor represents and warrants that:

         (a)      The  Collateral  is  used or  bought  primarily  for  business
                  purposes;

         (b)      If the Loan is a  construction  loan,  the Collateral is being
                  acquired and/or  installed with the proceeds of the Note which
                  Grantee may disburse  directly to the seller,  contractor,  or
                  subcontractor;

         (c)      All the  Collateral  will be kept at the  address  of  Grantor
                  shown in  Paragraph  5.08(a) or, if not, at the real  property
                  described in Exhibit A hereto.  Grantor  promptly shall notify
                  Grantee  of any  change  in the  location  of the  Collateral.
                  Except for  transactions  in the ordinary  course of Grantor's
                  business,  Grantor,  its agents or employees,  will not remove
                  the  Collateral  from said location  without the prior written
                  consent of the Grantee;

         (d)      If  certificates  of title  are  issued  or  outstanding  with
                  respect to any of the Collateral,  the Grantor shall cause the
                  Grantee's interest to be properly noted thereon; and

         (e)      Grantor's  name has always been as set forth on the first page
                  of this Deed to Secure Debt, except as otherwise  disclosed in
                  writing to the  Grantee.  Grantor  promptly  shall  advise the
                  Grantee in writing of any change in Grantor's name.

3.05  Assignment of  Liabilities.  If at any time or times by sale,  assignment,
negotiation,  pledge,  or  otherwise,  Grantee  transfers  any  or  all  of  the
indebtedness  or  instruments   secured  hereby,  such  transfer  shall,  unless
otherwise  specified  in writing,  carry with it  Grantee's  rights and remedies
hereunder with respect to such indebtedness or instruments transferred,  and the
transferee shall become vested with such rights and remedies whether or not they
are  specifically  referred  to in the  transfer.  If and to the extent  Grantee
retains any of such indebtedness or instruments,  Grantee shall continue to have
the rights and remedies herein set forth with respect thereto.

3.06 No Obligation of Grantee Under Assigned Contracts. The Grantee shall not be
obligated to perform or  discharge,  nor does it hereby  undertake to perform or
discharge,  any obligation,  duty or liability under any contracts or agreements
relating  to the  Property,  and the  Grantor  shall  and does  hereby  agree to
indemnify and hold the Grantee harmless of and from any and all liability,  loss
or damage which it may or might incur under any such  contracts or agreements or
under or by reason of the assignment  thereof and of and from any and all claims
and demands whatsoever which may be asserted against it by reason of any alleged
obligations  or  undertakings  on its part to  perform or  discharge  any of the
terms, covenants or agreements contained in said contracts or agreements. Should
the Grantee incur any such  liability,  loss or damage,  under said contracts or
agreements or under or by reason of the assignment thereof, or in the defense of
any claims or demands asserted against the Grantee in connection with any one or
more of said  contracts  or  agreements,  the Grantor  agrees to  reimburse  the
Grantee  for the
                                                                          Page 9
<PAGE>
amount  thereof,  including  costs,  expenses  and  reasonable  attorneys'  fees
immediately upon demand, and until the same are fully reimbursed by the Grantor,
all such costs,  expenses and attorneys' fees shall be secured by the assignment
hereunder and by this Deed to Secure Debt.

3.07 Default (Security Agreement).  Upon the occurrence of any Event of Default,
as described in Paragraph  4.01 of this Deed to Secure Debt,  the Grantee  shall
have all rights and  remedies  set forth in Article IV or elsewhere in this Deed
to Secure Debt.

                                   ARTICLE IV
                         EVENTS OF DEFAULT AND REMEDIES

4.01 Event of Default.  The term "Event of Default,"  wherever used in this Deed
to Secure Debt, shall mean the occurrence or existence of any one or more of the
following events or circumstances:

         (a)      Failure by the  Grantor to pay as and when due and payable any
                  installment of principal, interest or escrow deposit, or other
                  charge  payable  under the Note,  this Deed to Secure  Debt or
                  under any other Loan Document and failure to cure such default
                  within three (3) days after receipt of written notice thereof;
                  or

         (b)      Failure by the  Grantor to duly  observe  any other  covenant,
                  condition or  agreement  of this Deed to Secure  Debt,  of the
                  Note,  of any of the other  Loan  Documents,  or of any of the
                  Other Indebtedness Instruments, or the occurrence of any other
                  Event of  Default  under any of the other  Loan  Documents  or
                  Other  Indebtedness  Instruments  and  failure  to  cure  such
                  default  within  thirty  (30) days  after  receipt  of written
                  notice  thereof;  or if such  default  is not  capable of cure
                  within 30 days,  and Grantor has  commenced to cure within the
                  30-day period and is diligently  pursuing same,  then within a
                  reasonable  period  thereafter  not to  exceed in any event 90
                  days after receipt of notice; or

         (c)      The filing by the Grantor or any guarantor of any indebtedness
                  secured hereby or of any of Grantor's  obligations  hereunder,
                  of a voluntary  petition in bankruptcy or the Grantor's or any
                  such guarantor's  adjudication as a bankrupt or insolvent,  or
                  the  filing  by the  Grantor  or  any  such  guarantor  of any
                  petition   or   answer   seeking   or   acquiescing   in   any
                  reorganization,    arrangement,   composition,   readjustment,
                  liquidation,  dissolution  or similar  relief for itself under
                  any present or future federal,  state or other statute, law or
                  regulation relating to bankruptcy,  insolvency or other relief
                  for debtors,  or the Grantor's or any such guarantor's seeking
                  or consenting to or  acquiescence  in the  appointment  of any
                  trustee,  receiver  or  liquidator  of the Grantor or any such
                  guarantor or of all or any substantial part of the Property or
                  of  any  or all of  the  rents,  revenues,  issues,  earnings,
                  profits  or  income  thereof,  or of any  interest  or  estate
                  therein,  or the  making  of any  general  assignment  for the
                  benefit  of  creditors  or the  admission  in  writing  of its
                  inability to pay its debts generally as they become due; or

         (d)      The entry by a court of competent  jurisdiction  or any order,
                  judgment,  or decree  approving a petition  filed  against the
                  Grantor or any  guarantor of any of the  indebtedness  secured
                  hereby or of any of Grantor's obligations  hereunder,  seeking
                  any reorganization,  arrangement,  composition,  readjustment,
                  liquidation,  dissolution  or similar relief under any present
                  or future federal,  state or other statute,  law or regulation
                  relating  to  bankruptcy,   insolvency  or  other  relief  for
                  debtors, which order, judgment or decree remains unvacated and
                  unstayed for an  aggregate of sixty (60) days  (whether or not
                  consecutive)   from  the  date  of  entry   thereof,   or  the
                  appointment  of any  trustee,  receiver or  liquidator  of the
                  Grantor  or any such  guarantor  or of all or any  substantial
                  part of the Property or of any or all of the rents,  revenues,
                  issues,  earnings,  profits  or  income  thereof,  or  of  any
                  interest   or  estate   therein,   without   the   consent  or
                  acquiescence  of the Grantor and/or any such  guarantor  which
                  appointment   shall  remain  unvacated  and  unstayed  for  an
                  aggregate of sixty (60) days (whether or not consecutive); or

         (e)      The  filing  or  enforcement  of  any  other  mortgage  on the
                  Property  or any part  thereof,  or of any  interest or estate
                  therein.

4.02 Acceleration of Maturity. If an Event of Default shall have occurred,  then
the entire  balance of the  indebtedness  (including but not limited to the Loan
and the Other Indebtedness)  secured hereby with interest accrued thereon shall,
at the option of the Lender,  become due and payable  without  notice or demand,
time being of the  essence.  Any  omission on the part of the Lender to exercise
such option when  entitled to do so shall not be  considered as a waiver of such
right.

4.03     Right of Lender to Enter and Take Possession.

         (a)      If an Event of Default shall have occurred and be  continuing,
                  the  Grantor,  upon  demand  of the  Lender,  shall  forthwith
                  surrender to the Lender the actual possession of the Property,
                  and if and to the extent  permitted  by law, the Lender or its
                  agents may enter and take and maintain  possession  of all the
                  Property,  together with all the  documents,  books,  records,
                  papers  and  accounts  of the  Grantor  or then  owner  of the
                  Property relating thereto, and may exclude the Grantor and its
                  agents and employees wholly therefrom.
                                                                         Page 10
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         (b)      Upon every such  entering  upon or taking of  possession,  the
                  Grantee,  as  attorney-in-fact  or agent of the Grantor, or in
                  its own name as mortgagee and under the powers herein granted,
                  may hold, store, use, operate, manage and control the Property
                  (or any portion  thereof  selected by Grantee) and conduct the
                  business thereof either personally or by its agents, and, from
                  time to time (i) make all  necessary  and proper  maintenance,
                  repairs, renewals,  replacements,  additions,  betterments and
                  improvements  thereto and thereon  and  purchase or  otherwise
                  acquire  additional  fixtures,  personalty and other property;
                  (ii)  insure  or keep the  Property  (or any  portion  thereof
                  selected by  Grantee)  insured;  (iii)  manage and operate the
                  Property  (or any portion  thereof  selected  by Grantee)  and
                  exercise  all the rights and powers of the Grantor in its name
                  or  otherwise,  with  respect  to the  same,  including  legal
                  actions for the recovery of rent, legal dispossessory  actions
                  against  tenants holding over and legal actions in distress of
                  rent, and with full power and authority to cancel or terminate
                  any lease or  sublease  for any cause or on any  ground  which
                  would entitle the Grantor to cancel the same,  and to elect to
                  disaffirm any lease or sublease  made  subsequent to this Deed
                  to Secure Debt or subordinated to the lien hereof;  (iv) enter
                  into any and all  agreements  with  respect to the exercise by
                  others of any of the powers herein granted the Grantee, all as
                  the Grantee from time to time may  determine to be to its best
                  advantage;  and the  Grantee  may  collect and receive all the
                  income,  revenues,  rents,  issues and profits of the Property
                  (or any portion thereof selected by Grantee),  including those
                  past  due as well as those  accruing  thereafter,  and,  after
                  deducting (aa) all expenses of taking, holding,  managing, and
                  operating  the  Property   (including   compensation  for  the
                  services of all persons employed for such purposes),  (bb) the
                  cost of all such maintenance, repairs, renewals, replacements,
                  additions,   betterments,   improvements   and  purchases  and
                  acquisitions,  (cc)  the  cost of such  insurance,  (dd)  such
                  taxes,  assessments  and other  charges  prior to this Deed to
                  Secure Debt as the Grantee may  determine  to pay,  (ee) other
                  proper charges upon the Property or any part thereof, and (ff)
                  the reasonable compensation, expenses and disbursements of the
                  attorneys  and agents of the Grantee,  Grantee shall apply the
                  remainder of the moneys so received by the  Grantee,  first to
                  the payment of accrued interest under the Note;  second to the
                  payment of tax deposits  required in Paragraph 1.04;  third to
                  the  payment of any other sums  required to be paid by Grantor
                  under  this  Deed to  Secure  Debt or  under  the  other  Loan
                  Documents;  fourth to the payment of overdue  installments  of
                  principal  on the Note;  fifth to the  payment of any sums due
                  under  Other  Indebtedness  Instruments,   whether  principal,
                  interest or otherwise;  and the balance,  if any, as otherwise
                  required by law.

         (c)      Whenever  all such  Events  of  Default  have  been  cured and
                  satisfied,   the  Grantee   may,  at  its  option,   surrender
                  possession  of the Property to the Grantor,  or to  whomsoever
                  shall be entitled to possession of the Property as a matter of
                  law. The same right of taking possession, however, shall exist
                  if  any  subsequent  Event  of  Default  shall  occur  and  be
                  continuing.

4.04     Receiver.

         (a)      If an Event of Default shall have occurred and be  continuing,
                  the  Grantee,   upon  application  to  a  court  of  competent
                  jurisdiction,  shall be entitled,  without  notice and without
                  regard to the adequacy of any  security  for the  indebtedness
                  hereby  secured  or the  solvency  of any party  bound for its
                  payment,  to the  appointment of a receiver to take possession
                  of and to  operate  the  Property  and to  collect  the rents,
                  profits, issues, royalties and revenues thereof.

         (b)      The Grantor shall pay to the Grantee upon demand all costs and
                  expenses,  including  receiver's fees,  attorneys' fees, costs
                  and agent's compensation,  incurred pursuant to the provisions
                  contained in this Paragraph  4.04; and all such expenses shall
                  be secured by this Deed to Secure Debt.

4.05 Rights of a Secured Party. Upon the occurrence of an Event of Default,  the
Grantee,  in addition to any and all remedies it may have or exercise under this
Deed to Secure  Debt,  the  Note,  any of the other  Loan  Documents,  the Other
Indebtedness  Instruments or under  applicable  law, may immediately and without
demand  exercise any and all of the rights of a secured party upon default under
the Uniform Commercial Code, all of which shall be cumulative. Such rights shall
include, without limitation:

         (a)      The  right  to  take  possession  of  the  Collateral  without
                  judicial  process  and to enter  upon any  premises  where the
                  Collateral   may  be  located  for  the   purposes  of  taking
                  possession of,  securing,  removing,  and/or  disposing of the
                  Collateral  without  interference from Grantor and without any
                  liability for rent, storage, utilities or other sums;

         (b)      The right to sell,  lease, or otherwise  dispose of any or all
                  of the  Collateral,  whether  in its then  condition  or after
                  further processing or preparation,  at public or private sale;
                  and  unless the  Collateral  is  perishable  or  threatens  to
                  decline  speedily in value or is of a type customarily sold on
                  a recognized  market,  Grantee  shall give to Grantor at least
                  ten (10)  days'  prior  notice  of the  time and  place of any
                  public sale of the  Collateral  or of the time after which any
                  private sale or other  intended  disposition of the Collateral
                  is to be made, all of which Grantor agrees shall be reasonable
                  notice of any sale or disposition of the Collateral;

         (c)      The right to require  Grantor,  upon  request of  Grantee,  to
                  assemble  and make the  Collateral  available  to Grantee at a
                  place reasonably convenient to Grantor and Grantee; and

         (d)      The right to notify  account  debtors,  and demand and receive
                  payment therefrom.

                                                                         Page 11
<PAGE>
To  effectuate  the rights and  remedies of Grantee upon  default,  Grantor does
hereby irrevocably appoint Grantee attorney-in-fact for Grantor, with full power
of  substitution  to sign,  execute,  and  deliver any and all  instruments  and
documents and do all acts and things to the same extent as Grantor could do, and
to sell, assign, and transfer any collateral to Grantee or any other party.

4.06 Power of Sale. (a) If an Event of Default shall have occurred,  Grantee, at
its option,  may sell the  Property  or any part of the  Property at one or more
public sale or sales  before the door of the  courthouse  of the county in which
the Land or any part of the Land is situated, to the highest bidder for cash, in
order  to pay the  Secured  Indebtedness  and all  expenses  of sale  and of all
proceedings in connection therewith including reasonable  attorney's fees, after
advertising  the  time,  place  and terms of sale once a week for four (4) weeks
immediately  preceding such sale (but without regard to the number of days) in a
newspaper in which  Sheriff's  sales are advertised in said county.  At any such
public sale,  Grantee may execute and deliver to the  purchaser a conveyance  of
the Property or any part of the Property in fee simple,  with full warranties of
title and to this end, Grantor hereby constitutes and appoints Grantee the agent
and attorney-in-fact of Grantor to make such sale and conveyance, and thereby to
divest  Grantor of all right,  title and equity that  Grantor may have in and to
the Property and to vest the same in the purchaser or purchasers at such sale or
sales, and all the acts and doings of said agent and attorney-in-fact are hereby
ratified and confirmed and any recitals in said  conveyance or conveyances as to
facts  essential to a valid sale shall be binding upon  Grantor.  The  aforesaid
power of sale and agency  hereby  granted are coupled  with an interest  and are
irrevocable  by death or  otherwise,  are  granted  as  cumulative  of the other
remedies  provided  hereby or by law for collection of the Secured  Indebtedness
and shall not be exhausted by one  exercise  thereof but may be exercised  until
full payment of all of the Secured Indebtedness.  In the event of any sale under
this Deed to Secure Debt by virtue of the exercise of the powers herein granted,
or pursuant to any order in any judicial  proceeding or otherwise,  the Property
may be sold as an entirety or in separate parcels and in such manner or order as
Grantee in its sole discretion may elect, and if Grantee so elects,  Grantee may
sell the  personal  property  covered by this Deed to Secure Debt at one or more
separate  sales in any manner  permitted by the Uniform  Commercial  Code of the
State of Georgia,  and one or more  exercises of the powers herein granted shall
not  extinguish nor exhaust such powers,  until the entire  Property are sold or
the Secured  Indebtedness is paid in full. If the Secured Indebtedness is now or
hereafter  further  secured by any  chattel  mortgages,  pledges,  contracts  of
guaranty, assignments of lease or other security instruments, Grantee may at its
option  exhaust the  remedies  granted  under any of said  security  instruments
either  concurrently  or  independently,  and  in  such  order  as  Grantee  may
determine.

         (b) If an Event  of  Default  shall  have  occurred,  Grantee  may,  in
addition to and not in abrogation of the rights covered under Paragraph 4.06(a),
either  with or  without  entry or  taking  possession  as  herein  provided  or
otherwise,  proceed  by a suit or  suits  in law or in  equity  or by any  other
appropriate  proceeding  or remedy  (i) to  enforce  payment  of the Note or the
performance  of any term,  covenant,  conditions  or  agreement  of this Deed to
Secure Debt or any other right and (ii) to pursue any other remedy  available to
it, all as Grantee at its sole discretion shall elect.

4.07  Purchase  by  Grantee.  Upon any  foreclosure  sale or sales of all or any
portion of the Property under the power herein granted,  Grantee may bid for and
purchase  the  Property  and shall be  entitled  to apply all or any part of the
Secured Indebtedness as a credit to the purchase price.

4.08  Application  of  Foreclosure  or  Sale  Proceeds.   The  proceeds  of  any
foreclosure  sale pursuant to Paragraph  4.05, or any sale pursuant to Paragraph
4.06, shall be applied as follows:

         (a)      First,  to the costs and  expenses of (i)  retaking,  holding,
                  storing  and  processing  the  Collateral  and  preparing  the
                  Collateral or the Property (as the case may be) for sale,  and
                  (ii) making the sale, including reasonable attorneys' fees for
                  such  services as may be  necessary in the  collection  of the
                  indebtedness  secured  by  this  Deed  to  Secure  Debt or the
                  foreclosure of this Deed to Secure Debt;

         (b)      Second,  to the repayment of any money,  with interest thereon
                  to the date of sale at the applicable  rate or rates specified
                  in the  Note,  this  Deed  to  Secure  Debt,  the  other  Loan
                  Documents   or  the   Other   Indebtedness   Instruments,   as
                  applicable,  which  Grantee may have paid, or become liable to
                  pay,  or  which  it may then be  necessary  to pay for  taxes,
                  insurance,  assessments or other charges,  liens,  or debts as
                  hereinabove  provided,  and as may be  provided in the Note or
                  the other Loan Documents,  such repayment to be applied in the
                  manner determined by Grantee;

         (c)      Third, to the payment of the  indebtedness  (including but not
                  limited  to the  Loan  and  the  Other  Indebtedness)  secured
                  hereby,  with interest to date of sale at the applicable  rate
                  or rates  specified in the Note, this Deed to Secure Debt, the
                  other Loan Documents or the Other Indebtedness Instruments, as
                  applicable,  whether or not all of such  indebtedness  is then
                  due;

         (d)      Fourth, the balance, if any, shall be paid as provided by law.

4.09  Waivers.  Grantor  hereby  waives any rights or remedies on account of any
extensions of time,  releases  granted or other dealings between Grantee and any
subsequent owner of the Property. The foregoing waiver shall not be construed as
affecting or otherwise  amending the provisions of Paragraph  1.16 hereof.  Upon
the  occurrence  of an Event of Default,  neither  Grantor  nor anyone  claiming
through or under Grantor shall or may set up, claim or seek to take advantage of
any appraisement, valuation, stay, extension, homestead, exemption or

                                                                         Page 12
<PAGE>
redemption  laws now or hereafter in force, to prevent or hinder the enforcement
or  foreclosure  of this  Deed  to  Secure  Debt,  or the  absolute  sale of the
Property, or the final and absolute putting into possession thereof, immediately
after such sale, of the purchasers  thereat,  and Grantor,  for itself and those
claiming  through  or under it,  hereby  waives to the full  extent  that it may
lawfully so do, the benefit of all such laws,  and any and all right to have the
Property  marshalled  upon any  foreclosure  of the lien hereof.  Except for the
notices  required in Paragraph 4.01 herein,  Grantor  further waives any and all
notices  including,  without  limitation,  notice of intention to accelerate the
indebtedness secured hereby and notice of acceleration of such indebtedness.

4.10  Suits to  Protect  the  Property.  The  Grantee  shall  have  power (a) to
institute and maintain such suits and  proceedings  as it may deem  expedient to
prevent any  impairment  of the Property by any acts which may be unlawful or in
violation of this Deed to Secure  Debt;  (b) to preserve or protect its interest
in  the  Property  and  in the  income,  revenues,  rents  and  profits  arising
therefrom;  and (c) to  restrain  the  enforcement  of or  compliance  with  any
legislation  or  other  governmental  enactment,  rule  or  order  that  may  be
unconstitutional  or otherwise invalid, if the enforcement of or compliance with
such  enactment,  rule or  order  would  impair  the  security  hereunder  or be
prejudicial  to the interest of the  Grantee.  In case  Grantee  voluntarily  or
otherwise  shall become a party to any suit or legal  proceeding  to protect the
Property or the  security  title of this Deed to Secure Debt,  Grantee  shall be
saved  harmless and  reimbursed by Grantor for any amounts  paid,  including all
reasonable  costs,  charges  and  attorneys'  fees  incurred in any such suit or
proceeding, which obligations shall be secured by this Deed to Secure Debt.

4.11 Grantor to Pay the Note on any Default in Payment; Application of Moneys by
Grantee. If default shall occur in the payment of any amount due under this Deed
to Secure Debt,  the Note,  any of the other Loan  Documents or any of the Other
Indebtedness  Instruments,  or if any other  Event of Default  shall occur under
this Deed to Secure Debt,  then,  upon demand of the Grantee,  the Grantor shall
pay to the Grantee the whole amount due and payable under the Note and under all
Other  Indebtedness  Instruments;  and in case the Grantor shall fail to pay the
same forthwith upon such demand, the Grantee shall be entitled to sue for and to
recover  judgment  for the whole amount so due and unpaid  together  with costs,
which shall include the reasonable  compensation,  expenses and disbursements of
the Grantee's agents and attorneys.

4.12 Delay or Omission No Waiver.  No delay or omission of the Grantee or of any
holder of the Note to  exercise  any right,  power or remedy  accruing  upon any
default  shall  exhaust  or impair any such  right,  power or remedy or shall be
construed to be a waiver of any such default, or acquiescence therein; and every
right,  power and remedy given by the Note, this Deed to Secure Debt, any of the
other Loan Documents,  or the Other Indebtedness  Instruments to the Grantee may
be  exercised  from time to time and as often as may be deemed  expedient by the
Grantee.

4.13 No  Waiver  of One  Default  to Affect  Another.  No waiver of any  default
hereunder,  under any of the  other  Loan  Documents,  or under any of the Other
Indebtedness  Instruments  shall extend to or shall affect any subsequent or any
other then  existing  default or shall  impair any  rights,  powers or  remedies
consequent thereon.

If the Grantee (a) grants forbearance or an extension of time for the payment of
any indebtedness  secured hereby; (b) takes other or additional security for the
payment  thereof;  (c) waives or does not exercise any right granted herein,  in
the  Note,  in  any of  the  other  Loan  Documents,  or in  any  of  the  Other
Indebtedness  Instruments;  (d) releases any part of the Property from this Deed
to  Secure  Debt or  otherwise  changes  any of the terms of this Deed to Secure
Debt,  the  Note,  any of the other  Loan  Documents  or the Other  Indebtedness
Instruments;  (e)  consents  to the  filing  of any map,  plat,  or replat of or
consents to the granting of any easement on, all or any part of the Property; or
(f) makes or consents to any agreement  subordinating  the priority of this Deed
to Secure Debt, any such act or omission shall not release,  discharge,  modify,
change,  or affect the original  liability  under this Deed to Secure Debt,  the
Note, the other Loan  Documents,  or the Other  Indebtedness  Instruments of the
Grantor or any subsequent  purchaser of the Property or any part thereof, or any
maker,  co-signer,  endorser,  surety  or  guarantor;  nor shall any such act or
omission  preclude the Grantee  from  exercising  any right,  power or privilege
herein  granted or intended to be granted in the event of any other default then
made or of any subsequent  default,  nor, except as otherwise expressly provided
in an instrument or instruments  executed by the Grantee shall the provisions of
this  Deed to  Secure  Debt be  altered  thereby.  In the  event  of the sale or
transfer by operation  of law or  otherwise of all or any part of the  Property,
the Grantee,  without notice to any person,  corporation or other entity (except
notice  shall be given to Grantor so long as Grantor  remains  liable  under the
Note,  this Deed to Secure  Debt or any of the other Loan  Documents)  hereby is
authorized  and  empowered  to deal  with any such  vendee  or  transferee  with
reference to the Property or the indebtedness  secured hereby, or with reference
to any of the terms or conditions  hereof,  or of the other Loan  Documents,  as
fully and to the same extent as it might deal with the original  parties  hereto
and  without in any way  releasing  or  discharging  any of the  liabilities  or
undertakings hereunder.

4.14  Discontinuance of Proceedings - Position of Parties Restored.  In case the
Grantee  shall have  proceeded to enforce any right or remedy under this Deed to
Secure Debt by foreclosure,  entry or otherwise, and such proceedings shall have
been  discontinued  or abandoned for any reason,  or shall have been  determined
adversely  to the  Grantee,  then and in every  such  case the  Grantor  and the
Grantee shall be restored to their former  positions and rights  hereunder,  and
all rights,  powers and  remedies of the  Grantee  shall  continue as if no such
proceeding had been taken.

4.15 Remedies Cumulative.  No right, power, or remedy conferred upon or reserved
to the Grantee by this Deed to Secure Debt is  intended to be  exclusive  of any
other right,  power or remedy,  but each and every such right,  power and remedy
shall be cumulative  and concurrent and shall be in addition to any other right,
power and  remedy  given  hereunder,  or under the Note,  any of the other  Loan
Documents,  the Other  Indebtedness  Instruments or now or hereafter existing at
law or in equity or by statute.


                                                                         Page 13
<PAGE>


4.16 WAIVER OF BORROWER'S RIGHTS. BY EXECUTION OF THIS DEED, BORROWER EXPRESSLY:
(A) ACKNOWLEDGES THE RIGHT OF LENDER TO ACCELERATE THE INDEBTEDNESS EVIDENCED BY
THE NOTE AND ANY OTHER  SECURED  INDEBTEDNESS  AND THE POWER OF  ATTORNEY  GIVEN
HEREIN TO LENDER TO SELL THE PREMISES BY NONJUDICIAL FORECLOSURE UPON DEFAULT BY
BORROWER  WITHOUT ANY  JUDICIAL  HEARING AND WITHOUT ANY NOTICE  OTHER THAN SUCH
NOTICE (IF ANY) AS IS SPECIFICALLY  REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF
THIS  DEED;  (B) WAIVES ANY AND ALL  RIGHTS  WHICH  BORROWER  MAY HAVE UNDER THE
CONSTITUTION OF THE UNITED STATES OF AMERICA (INCLUDING, WITHOUT LIMITATION, THE
FIFTH  AND  FOURTEENTH  AMENDMENTS  THEREOF),  THE  VARIOUS  PROVISIONS  OF  THE
CONSTITUTIONS  FOR THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW,
(1) TO NOTICE AND TO  JUDICIAL  HEARING  PRIOR TO THE  EXERCISE BY LENDER OF ANY
RIGHT OR REMEDY  HEREIN  PROVIDED  TO LENDER,  EXCEPT SUCH NOTICE (IF ANY) AS IS
SPECIFICALLY  REQUIRED TO BE GIVEN UNDER THE  PROVISIONS  OF THIS DEED,  AND (2)
CONCERNING THE  APPLICATION,  RIGHTS OR BENEFITS OF ANY STATUTE OF LIMITATION OR
ANY MORATORIUM, REINSTATEMENT, MARSHALING, FORBEARANCE, APPRAISEMENT, VALUATION,
STAY, EXTENSION,  HOMESTEAD, EXEMPTION OR REDEMPTION LAWS; (C) ACKNOWLEDGES THAT
BORROWER HAS READ THIS DEED AND ANY AND ALL QUESTIONS OF BORROWER  REGARDING THE
LEGAL  EFFECT  OF THIS DEED AND ITS  PROVISIONS  HAVE  BEEN  EXPLAINED  FULLY TO
BORROWER,  AND BORROWER HAS CONSULTED WITH COUNSEL OF BORROWER'S CHOICE PRIOR TO
EXECUTING  THIS DEED;  AND (D)  ACKNOWLEDGES  THAT ALL WAIVERS OF THE  AFORESAID
RIGHTS OF BORROWER  HAVE BEEN MADE  KNOWINGLY,  INTENTIONALLY  AND  WILLINGLY BY
BORROWER AS PART OF A BARGAINED-FOR LOAN TRANSACTION AND THAT THIS DEED IS VALID
AND ENFORCEABLE BY LENDER AGAINST  BORROWER IN ACCORDANCE WITH ALL THE TERMS AND
CONDITIONS HEREOF.

                                    ARTICLE V
                                  MISCELLANEOUS

5.01  Binding  Effect.  Wherever  in this Deed to Secure Debt one of the parties
hereto  is  named  or  referred  to,  the  heirs,   administrators,   executors,
successors,  assigns,  distributees,  and legal and personal  representatives of
such party shall be included, and all covenants and agreements contained in this
Deed to Secure Debt by or on behalf of the Grantor or by or on behalf of Grantee
shall bind and inure to the benefit of their respective  heirs,  administrators,
executors,   successors,   assigns,   distributees,   and  legal  and   personal
representatives, whether so expressed or not. Notwithstanding the foregoing, the
Grantor shall not be entitled to assign any of its rights, titles, and interests
hereunder,  or to  delegate  any of its  obligations,  liabilities,  duties,  or
responsibilities   hereunder,  and  will  not  permit  any  such  assignment  or
delegation to occur  (voluntarily or involuntarily,  or directly or indirectly),
without the prior written consent of the Grantee.

5.02  Headings.  The  headings  of  the  articles,   sections,   paragraphs  and
subdivisions  of this Deed to Secure Debt are for convenience of reference only,
are not to be considered a part hereof,  and shall not limit or otherwise affect
any of the terms hereof.  "Herein," "hereby,"  "hereunder,"  "hereof," and other
equivalent  words or phrases refer to this Deed to Secure Debt and not solely to
the particular  portion thereof in which any such word or phrase is used, unless
otherwise clearly indicated by the context.

5.03 Gender;  Number.  Whenever the context so requires,  the masculine includes
the  feminine  and neuter,  the  singular  includes  the plural,  and the plural
includes the singular.

5.04  Invalid  Provisions  to Affect No  Others.  In case any one or more of the
covenants,  agreements,  terms or  provisions  contained  in this Deed to Secure
Debt,  in the  Note,  in  any  of the  other  Loan  Documents,  or in the  Other
Indebtedness  Instruments  shall be  invalid,  illegal or  unenforceable  in any
respect,  the  validity  of  the  remaining  covenants,   agreements,  terms  or
provisions contained herein, and in the Note, in the other Loan Documents and in
the Other  Indebtedness  Instruments shall be in no way affected,  prejudiced or
disturbed thereby.

5.05 Loan  Documents.  Wherever  reference is made herein to this Deed to Secure
Debt, the Note, the Loan Documents, or the Other Indebtedness Instruments,  such
reference shall include all renewals, extensions, modifications and refinancings
thereof.

5.06 Instrument  Under Seal. This Deed to Secure Debt is given under the seal of
all  parties  hereto,  and it is  intended  that this Deed to Secure Debt is and
shall constitute and have the effect of a sealed instrument according to law.

5.07 Interest Not to Exceed Maximum  Allowed by Law. The parties hereto shall in
no event be deemed to have  contracted  for a greater rate of interest  than the
maximum rate permitted by law. Should a greater amount be collected, it shall be
construed as a mutual mistake of the parties and the excess shall be returned to
the party paying same.

5.08  Governing Law. THIS DEED TO SECURE DEBT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.

5.09 Addresses of Parties.

     (a)  Name of Grantor (Debtor):       Roberts Properties Residential, L.P.

                                                                         Page 14
<PAGE>
          Address of Grantor:             8010 Roswell Road
                                          Suite 120
                                          Atlanta, Georgia  30350


     (b)  Name of Bank (Secured Party
          and Grantee):                   Compass Bank

          Address of Bank:                P.O. Box 10566
                                          Birmingham, Alabama 35296
                                          Attention: Commercial Real Estate
                                                     Loan Department

5.10 Rider.  Additional  provisions of this Deed to Secure Debt, if any, are set
forth below or on a Rider attached hereto and made a part hereof.

         IN WITNESS  WHEREOF,  Grantor has caused this Deed to Secure Debt to be
executed under seal and delivered as of the day and year first above written.

Signed, sealed and delivered         GRANTOR:
in the presence of :
                                     ROBERTS PROPERTIES RESIDENTIAL, L.P.,
                                     a Georgia limited  partnership
Charles R. Elliott
----------------------------
Witness

                                     By:  ROBERTS REALTY INVESTORS, INC.,
                                          a  Georgia corporation,
Laurie Heberle                            its general partner
----------------------------
Notary Public

                                          By:  /s/ Charles S. Roberts
                                               -----------------------------
My Commission expires:                    Title:  President
August 2003
         [NOTARIAL SEAL]                           [CORPORATE SEAL]


<PAGE>


                                    EXHIBIT A

                               Description of Land


<PAGE>
                                      RIDER

1.  Notwithstanding  anything to the contrary in Sections  1.06 and 1.07 of this
Deed to Secure  Debt,  (i) in the event  that the  Property  shall be damaged by
casualty or  condemnation;  and (ii) in  Grantee's  judgment,  the damage to the
Property can be repaired in a timely and economically  feasible manner, and in a
manner  which  causes  the  Property  to remain in  compliance  with  applicable
building,  zoning and subdivision codes; such insurance proceeds or condemnation
proceeds shall be made available by Grantee to reimburse for the costs of repair
and restoration of the Property, subject to the following conditions:

         (a) There  shall be no Event of Default  hereunder  or under any of the
Loan Documents;

         (b)  No  portion  of  the  proceeds   shall  be  made   available   for
architectural review or other purposes not directly  attributable to the cost of
reconstructing  the portions of the Property taken,  damaged or destroyed unless
insurance proceeds or monies deposited by Grantor are sufficient to pay for such
review or other purposes.

         (c) Grantor shall have provided assurances satisfactory to Grantee that
such repairs can be timely completed  (including without  limitation  depositing
with  Grantee  such  amounts as in the  opinion of Grantee  may be  required  in
addition to the available insurance or condemnation  proceeds,  to fully pay the
cost of such repair and restoration); and

         (d) Each  disbursement  by Grantee of such  proceeds  and  deposits (i)
shall be funded on a periodic basis, but not more frequently than monthly,  (ii)
shall not in any  instance be in an amount  greater than the actual cost of such
repair  and  restoration  which  has  been  performed  (aa)  since  the  date of
performance  of  that  portion  of such  work  which  was  reimbursed  with  the
immediately  preceding   disbursement,   or  (bb)  with  respect  to  the  first
disbursement,  since the date of  commencement of such work (which cost shall be
verified in writing in each  instance by an  architect,  engineer or other party
theretofore  approved  by  Grantee),  (iii)  shall be further  conditioned  upon
satisfaction that any undisbursed  proceeds and deposits are sufficient to fully
pay the then remaining costs of completing such repair and restoration, and (iv)
conditioned  upon the  approval of each draw request by an architect or engineer
approved by Grantee (whose  expenses shall be paid by Grantor) as to the matters
described  in (i) - (iii)  above  and  that  the  work  is  being  performed  in
accordance  with  plans  and  specifications  for  such  work  which  have  been
previously  submitted to and approved in writing by Grantee. In the event and to
the extent such insurance proceeds or condemnation  proceeds are not required or
used for the repair and restoration of the Property as aforesaid,  Grantee shall
be  entitled to apply such sums on account of the  indebtedness  secured by this
Deed to Secure  Debt,  regardless  of  whether  the same  shall  then be due and
payable,  and any  balance of such sums  thereafter  remaining  shall be paid to
Grantor.

2. Whenever reference is made to the payment of "reasonable  attorney's fees" or
words of similar  import in this Deed to Secure Debt,  the Note,  the Continuing
Guaranty of even date executed by Roberts Realty  Investors,  Inc. and the other
Loan  Documents,  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.