Compass                                                 [GRAPHIC OMITTED]
Bank

                               CONTINUING GUARANTY
                                   (UNLIMITED)

    (1) FOR VALUABLE  CONSIDERATION,  the receipt and  sufficiency  of which are
hereby acknowledged, the undersigned (hereinafter called "Guarantors"),  jointly
and  severally  unconditionally  guarantee  and  promise to pay to COMPASS  BANK
(hereinafter  called '"Bank" or order in lawful money of the Unites States,  any
and all Indebtedness of ROBERTS PROPERTIES RESIDENTIAL,  L.P., a Georgia limited
partnership  (hereinafter called "Borrowers" to Bank. The word 'Indebtedness" is
used herein in its most  comprehensive  sense and includes any and all advances,
debts,  obligations  and  liabilities of Borrowers or any one or more of them to
Bank, heretofore, now, or hereafter existing, made, incurred or created, whether
voluntary or involuntary and however arising,  whether due or not due,  absolute
or  contingent,  liquidated or  unliquidated,  determined or  undetermined,  not
limited to, but including principal,  interest,  cost of collection,  attorney's
fees  and  all  other  lawful  charges,  and  whether  Borrowers  may be  liable
individually or jointly with others,  or whether recovery upon such Indebtedness
maybe or hereafter become barred by any statute of limitations,  or whether such
Indebtedness may be now or hereafter become otherwise unenforceable.

    (2) The  liability  of  Guarantors  shall be  unlimited  and shall cover all
Indebtedness of Borrowers to Bank. This is a continuing guaranty relating to any
Indebtedness, including Indebtedness arising under successive transactions which
shall either continue Indebtedness or from time to time renew Indebtedness after
such Indebtedness has been satisfied. This Guaranty shall remain in effect until
Bank's written  acknowledgment of Bank's receipt of written notice of revocation
by one or more  Guarantors  as to future  transactions,  and even  after  Bank's
receipt and  acknowledgment or revocation,  this Guaranty shall remain effective
as to  Indebtedness  then  outstanding,  and as to all advances or extensions of
credit  made to or on behalf of  Borrowers  subsequent  thereto  pursuant to any
commitment or credit  arrangement  relating to any Indebtedness in effect at the
time  of  Bank's   acknowledgment  of  revocation  which  commitment  or  credit
arrangement  permits,  provides  for or  obligates  Bank to make such advance or
extension of credit,  including any construction  loan, line of credit or letter
of credit.  A notice of revocation shall be effective only with respect to those
of the Guarantors (if more than one) as shall have given notice of revocation as
specified herein.  Notwithstanding anything to the contrary contained or implied
herein or in any other document, this Guaranty may not be revoked or terminated,
other  than with the prior  written  consent  of the Bank,  except  upon  strict
compliance  with the  conditions and  requirements  heretofore set forth in this
Section (2), and this  Guaranty will not be revoked or terminated by any action,
event or circumstance,  including payment in full of all of the Indebtedness. In
the event any sums or other things of value that are paid or  transferred  to or
otherwise  received  by  the  Bank  are  rescinded,  recovered,  required  to be
returned,  set aside, rendered void or otherwise adversely affected in any legal
proceeding  or for any  cause  whatsoever,  including  under  any  law,  rule or
regulation  relative to bankruptcy,  insolvency,  fraudulent  transfers or other
relief of debtors, then this Guaranty shall continue to be effective or shall be
revived  and  reinstated,  as  necessary  in order to give  full  effect  to the
Guarantors' liability hereunder, to the same extent as if such payment, transfer
and/or  receipt had never  occurred.  This Guaranty  shall not release,  modify,
revoke or terminate any other guaranty  heretofore or hereafter  executed by any
of the Guarantors; nor shall any other guaranty heretofore or hereafter executed
by any Guarantor release,  modify, revoke or terminate this Guaranty unless such
other   guaranty   specifically   refers  to  this  Guaranty  and  the  release,
modification,  revocation or termination  (as applicable) is accepted by Bank in
writing.

    (3) The obligations of the Guarantors  hereunder are joint and several,  and
independent of the  obligations of Borrowers,  and a separate  action or actions
may be brought and prosecuted  against any one or more of the Guarantors whether
action if brought against Borrowers or any other Guarantor or whether any of the
Borrowers or other Guarantors are joined in any such action or actions.

    (4) It is the intent hereof that this obligation of Guarantors  shall be and
remain  unaffected,   (a)  by  the  existence  or  non-existence,   validity  or
invalidity, of any pledge, assignment or conveyance given as security; or (b) by
any understanding or agreement that any other person, firm or corporation was or
is to  execute  this or any  other  guaranty,  any of the notes  evidencing  the
Indebtedness, or any part thereof, or any other document or instrument or was or
is to provide  collateral for any Indebtedness;  or (c) by resort on the part of
Bank,  or  failure of Bank to resort,  to any other  security  or remedy for the
collection of said Indebtedness;  or (d) by the death,  bankruptcy,  insolvency,
dissolution or incapacitation of any of the Guarantors,  any of the Borrowers or
any other person,  and in case of any such death or  bankruptcy,  the failure of
Bank to file a claim  against the  deceased  Guarantor's  estate or against such
bankrupt's  estate,  or the  failure of Bank  otherwise  to seek  remedies  as a
consequence of such events.

    (5) Each of the  Guarantors  authorizes  Bank,  without notice or demand and
without affecting any Guarantor's liability hereunder,  from time to time to (a)
renew, compromise, extend, accelerate, restate, consolidate,  replace, refinance
or otherwise  change the time for payment of, or otherwise  change the terms of,
the  Indebtedness  or any part thereof,  including  increasing or decreasing the
rate of interest  thereof;  (b) take and hold  security  for the payment of this
Guaranty or any of the Indebtedness and/or exchange,  modify, enforce, waive and
release  any such  security;  (c) apply  such  security  and direct the order or
manner of sale  thereof  as Bank in its  discretion  may  determine;  and/or (d)
release  or  substitute  any one or more of the  borrowers  or  other  obligors,
endorsers  or  guarantors  of all or any  part of the  Indebtedness  (including,
without limitation, any one or more of the Guarantors).

      (6) Each of the Guarantors waives any right to require Bank (a) to proceed
against  any  one or  more  of the  Borrowers  or  Guarantors;  (b) to  protect,
preserve, proceed against or exhaust any security held from Borrowers; or (c) to
pursue  any other  remedy in Bank's  power  whatsoever.  Each of the  Guarantors
waives any defense  arising by reason of any  disability or other defense of any
one or more of the  Borrowers or Guarantors  (including  any defense based on or
arising  out of the  unenforceability  of any part of the  Indebtedness  for any
cause whatsoever) or by reason of the cessation from any cause whatsoever of the
liability  of any  one or  more  of  the  Borrowers  or  Guarantors.  Until  all
Indebtedness shall have been paid in full,  Guarantors shall not have any rights
of  subrogation,  reimbursement,  contribution  or  indemnity  or any  right  of
recourse to any assets or properties of any of the borrowers or any of the other
Guarantors,  and each of the Guarantors  waives (i) all such rights,  if any, of
subrogation, reimbursement, contribution, indemnity and recourse, (ii) any right
to enforce any remedy which Bank now has or may  hereafter  have against any one
or more of the  Borrowers or any other  Guarantor  and (iii) any benefit of, and
any right of recourse to or to participate in any security now or hereafter held
by Bank or otherwise constituting  collateral for any Indebtedness.  Each of the
Guarantors  waives  all  presentments,   demands  for  performance,  notices  of
nonperformance,   notice  of  acceleration,  notice  of  intent  to  accelerate,
protests,  notices of protest, notices of dishonor, and notices of acceptance of
this Guaranty and of the existence, creation, or incurrence of new or additional
Indebtedness, and waives any rights or defenses based, in whole or in part,
<PAGE>

upon an offset by any one or more of the  Borrowers  or  Guarantors  against any
obligation or Indebtedness now or hereafter owned to any of the Borrowers or any
of the  Guarantors  (including  to any Guarantor by any  Borrower).  Each of the
Guarantors  waives the benefit of any statute of  limitations  or other defenses
affecting the  Borrower's  liability  for the  Indebtedness  or the  enforcement
thereof or such Guarantors  liability hereunder or the enforcement  thereof, and
each of the  Guarantors  further agrees that any payment by any of the Borrowers
or other circumstances that operate to toll any statute of limitations as to any
one or more Borrowers shall operate to toll statute of limitations as to each of
the Guarantors.  Each of the Guarantors waives any rights to exemption under the
constitution  of the State of Georgia or any other state as to any  indebtedness
or obligation created hereunder.

    (7) In  addition to all liens upon,  and rights of setoff  against,  moneys,
securities or other property of any one or more of the Guarantors  given to Bank
by law, Bank shall have and hereby is granted a lien upon,  security interest in
and a right of setoff against all moneys,  securities and other property of each
of the Guarantors now or hereafter in the possession of or on deposit with Bank,
whether held in a general or special  account or deposit,  or for safekeeping or
otherwise;  and every such  lien,  security  interest  or right of setoff may be
exercised  without  demand  upon or  notice to any of the  Guarantors.  No lien,
security  interest or right of setoff shall be deemed to have been waived by any
act or conduct on the part of Bank,  or by  failure  to  exercise  such right of
setoff or to  enforce  such  lien or  security  interest,  or by any delay in so
doing,  and every  right of setoff  and lien  shall  continue  in full force and
effect until such right of setoff or lien  specifically is waived or released in
a written instrument executed by Bank.

    (8) Any indebtedness of any Borrower to any Guarantor, whether now existing,
hereafter arising,  secured or unsecured, and if secured, the security for same,
hereby is subordinated to the Indebtedness;  and such subordinated indebtedness,
if Bank so requests, shall be collected, enforced and received by such Guarantor
as trustee for Bank and be paid over to Bank on account of the  Indebtedness but
without reducing or affecting in any manner the liability of any Guarantor under
this Guaranty.

    (9) Where  any one or more of  Borrowers  or  Guarantors  are  corporations,
partnerships,  joint ventures,  trusts,  limited liability  companies,  business
organizations or enterprises, It shall not be necessary for Bank to inquire into
the power or authority of Borrowers or Guarantors  or the  officers,  directors,
partners, trustees or agents acting or purporting to act on their behalf.

    (10)  Guarantors  shall pay attorney's fees and all other costs and expenses
which are incurred by Bank in the enforcement of this Guaranty.

    (11) No right or power of Bank hereunder shall be deemed to have been waived
by any act or  conduct  or failure or delay to act on the part of Bank or any of
its agents,  employees or  representatives;  and the terms and provisions hereof
may not be waived,  altered,  modified, or amended except in writing duly signed
by a duly authorized  officer of the Bank. In the event that Bank shall waive in
writing any provision or requirement  hereunder,  such waiver shall be effective
only for the  specific  purposes,  circumstances  and  duration  stated  in said
waiver.  Bank may without  notice  assign this  Guaranty in whole or in part and
each  reference  herein to Bank shall be deemed to include  its  successors  and
assigns.  The provisions of the Guaranty are binding upon each of the Guarantors
and the heirs, distributees,  executors,  administrators, legal representatives,
personal representatives,  successors and assigns thereof and shall inure to the
benefit of the Bank and each of its  successors  and assigns.  THIS GUARANTY AND
THE RIGHTS AND  OBLIGATIONS OF THE  GUARANTORS  AND THE BANK HEREUNDER  SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF GEORGIA.
Each of the Guarantors  acknowledges that any cause of action arising under this
Guaranty will be a cause of action arising from an Georgia  transaction and that
the Indebtedness is owing to a banking organization  organized under Alabama law
or that has its principal  place of business in Alabama,  that it is foreseeable
that this  Guaranty and the  performance  hereof have and will have  significant
effects in the State of Georgia, and that Guarantors' execution of this Guaranty
will subject Guarantors to judicial jurisdiction in the State of Georgia. If any
of the provisions of this Guaranty or the  application  thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of
the  provisions  of this  Guaranty,  or the  application  of such  provision  or
provisions to persons or  circumstances  other than those as to whom or which it
is held  invalid or  unenforceable,  shall not be  affected  thereby,  and every
provision of this Guaranty shall be valid and  enforceable to the fullest extent
permitted by law. Except as expressly set forth in this Guaranty,  this Guaranty
is the  entire  agreement  of the  Guarantors  and the Bank with  respect to the
guarantee  of  the  Indebtedness  by  the  Guarantors  and  no   representation,
understanding,  promise or condition  concerning the subject matter hereof shall
be binding upon the Bank unless expressed  herein.  Any notice by a Guarantor to
the Bank shall be effective only upon the actual  receipt  thereof by an officer
of Bank at the  address  specified  below,  and in the event no such  address is
specified,  at Bank's  principal  corporate  office  in  Birmingham  ,  Alabama,
Attention: General Counsel.

    (12) This Guaranty is given under the seal of all parties hereto,  and it is
intended  that this  Guaranty is and shall  constitute  and have the effect of a
sealed instrument according to law.

                                                                          Page 2
<PAGE>



IN WITNESS  WHEREOF,  the  undersigned  Guarantors  have  executed this Guaranty
effective the 31st day of January, 2000.

                                   GUARANTOR:


_____________________________________    ROBERTS REALTY INVESTORS, INC.,
                                         a Georgia corporation
ADDRESS OF GUARANTOR
_____________________________________    By: /s/ Charles S. Roberts
                                             -----------------------------------
                                         Name:   Charles S. Roberts
                                             -----------------------------------
                                         Title: President

                                                              [CORPORATE SEAL]


Signed, sealed and delivered in the presence of:

Charles R. Elliott
-------------------------------------
Witness

Laurie Heberle
-------------------------------------
Notary Public

My commission expires:
August 19, 2003

[Notary Seal]




                                                                          Page 3
<PAGE>


                             ADDENDUM TO GUARANTY OF

                     ROBERTS PROPERTIES, INC. ("Guarantor")

                      RELATING TO DEBTS AND OBLIGATIONS OF

                ROBERTS PROPERTIES RESIDENTIAL, L.P. ("Borrower")

The  above-referenced  Guaranty  is  modified  to add the  following  additional
provisions:

1. Guarantor agrees that the Indebtedness guaranteed extends to and includes any
and all liability of Borrower  under Section 1.17 of the Future  Advance Deed to
Secure Debt,  Assignment of Rents and Leases,  and Security Agreement (the "Deed
to Secure Debt")  executed by Borrower in connection with a $2,000,000 loan from
Bank to Borrower (the "Loan"),  including,  without limitation,  the indemnities
set forth in said Section. Notwithstanding any other provision of this Guaranty,
the provisions of this paragraph shall automatically expire and be of no further
force and effect if, as and when the  Indebtedness  secured hereby has been paid
in full and (i) such  payments  have  become  final and are not subject to being
voided or refunded under the Bankruptcy  Code or other  applicable law, and (ii)
such  satisfaction of Indebtedness did not result from or was not related to the
Bank  accepting  or  acquiring  title to the  Property  described in the Deed to
Secure  Debt  given  by  Borrower,  whether  by  foreclosure,  deed  in  lieu of
foreclosure,  or otherwise.  The Guarantor agrees that, unless the provisions of
this  paragraph  shall  automatically  expire  pursuant to the provisions of the
preceding  sentence,  the Guarantor's  guaranty of the  Indebtedness of Borrower
with  respect  to  the  matters  set  forth  in  this  paragraph  shall  survive
indefinitely,  and shall not be  extinguished  by the  payment of the Loan,  the
exercise  of any right or  remedy  under any Loan  document  including,  but not
limited to  foreclosure or the taking of a deed in lieu of  foreclosure,  or any
subsequent sale or transfer of the Property.

2.  Notwithstanding   anything  to  the  contrary  in  the  Guaranty,  the  term
"Indebtedeness"  as use  herein  shall be  limited  to (i) the  indebtedness  of
Borrower to Bank evidenced by that certain Promissory Note of even date herewith
from  Borrower  payable  to Bank in the  principal  amount  of  $2,000,000  (the
"Note"); and (ii) the payment and performance  obligations of Borrower under the
terms of the (a) Deed to Secure Debt, and (b) any other documents or instruments
executed by Borrower to evidence or secure the Loan.

3. Whenever reference is made to the payment of "reasonable  attorney's fees" or
words of similar  import in the  Guaranty,  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.

4. In the event of any conflict  between this  Addendum  and the  Guaranty,  the
terms of this Addendum shall control.

Signed, sealed and delivered in
the presence of:                          GUARANTOR:

Charles R. Elliott
--------------------------------          ROBERTS REALTY INVESTORS, INC.
Witness

Laurie Heberle                            By: /s/Charles S. Roberts
--------------------------------              ----------------------------------
Notary Public                             Name:  Charles S. Roberts
                                          Title: President

My commission expires:                             [CORPORATE SEAL]

[Notary Seal]                            Date: January 31, 2000


                                                                          Page 4