This Instrument prepared by:



Dawn Helms Sharff, Esq.

Walston, Wells, Anderson & Bains, LLP

505 20th Street North, Suite 500

Birmingham, AL 35203

205-251-9600



STATE OF NORTH CAROLINA    )



MECKLENBURG COUNTY         )



                       DEED OF TRUST, SECURITY AGREEMENT

                       AND ASSIGNMENT OF RENTS AND LEASES



                  THIS Deed of Trust, Security Agreement and Assignment of Rents

and Leases (the "deed of trust") is made and entered into as of this 21st day of

February, 2002, by and between ROBERTS PROPERTIES RESIDENTIAL, L.P., a Georgia

limited partnership authorized to do business in North Carolina as Roberts

Properties Residential, Limited Partnership (the "Mortgagor"), whose address for

notice purposes is 8010 Roswell Road, Suite 120, Atlanta, Georgia 30350, in

favor of L. HUNTER MEACHAM, JR. of Fidelity National Title Insurance Company,

201 South Tryon Street, Suite 1450, Charlotte, NC 28202 (the "Trustee"), for the

benefit of AMSOUTH BANK, an Alabama banking corporation (the "Beneficiary")

whose address is P.O. Box 11007, Birmingham, Alabama 35288, Attention:

Commercial Real Estate Loan Department.



                                    RECITALS



                  A.       The Mortgagor is, or hereafter shall be, justly

indebted to the Beneficiary in the aggregate principal amount of $24,000,000, as

evidenced by a promissory note of even date herewith, in the principal amount of

$24,000,000, which note bears interest as provided therein (the "Note").



                  B.       To secure the Note, and to induce the Beneficiary to

extend credit to the Mortgagor on the strength of the security provided by this

deed of trust and convey the property described herein to the Beneficiary as

hereinafter set forth, the Mortgagor has agreed to execute and deliver this deed

of trust to the Trustee for the benefit of the Beneficiary.



                                    AGREEMENT



                  NOW, THEREFORE, in consideration of the above Recitals, and to

secure the payment of the following (hereinafter collectively referred to as the

"Debt"):



                  (1)      the payment of the debt evidenced by the Note, and

         interest thereon and any and every extension, renewal and modification

         thereof, or of any part thereof, and all interest on all such

         extensions, renewals and modifications;





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                  (2)      all indebtedness, obligations and liabilities of the

         Mortgagor to the Beneficiary with regard to any interest rate swap or

         interest rate hedge agreement (or other similar derivative product) now

         existing or hereafter executed that is related to the Note; and



                  (3)      the compliance with all of the stipulations,

         covenants, agreements, representations, warranties and conditions

         contained in this deed of trust;



the Mortgagor does hereby grant, bargain, sell, convey and confirm unto the

Trustee, its successors and assigns in trust, the property and interests in

property described in the following Granting Clauses A through E, both

inclusive, and does grant to the Trustee a security interest in said property

and interests in property:



         A.       The real estate described on Exhibit A attached hereto and

                  made a part hereof (the "Real Estate") and all improvements,

                  structures, buildings and fixtures now or hereafter situated

                  thereon (the "Improvements").



         B.       All permits, easements, licenses, rights-of-way, contracts,

                  privileges, immunities, tenements and hereditaments now or

                  hereafter pertaining to or affecting the Real Estate or the

                  Improvements.



         C.                (i)      All leases, written or oral, and all

                  agreements for use or occupancy of any portion of the Real

                  Estate or the Improvements with respect to which the

                  Mortgagor is the lessor, including but not limited to any

                  existing leases, any and all extensions and renewals of said

                  leases and agreements and any and all further leases or

                  agreements, now existing or hereafter made, including

                  subleases thereunder, upon or covering the use or occupancy

                  of all or any part of the Real Estate or the Improvements

                  (all such leases, subleases, agreements and tenancies

                  heretofore mentioned, being hereinafter collectively referred

                  to as the "Leases");



                           (ii)     any and all guaranties of the lessee's and

                  any sublessee's performance under any of the Leases;



                           (iii)    the immediate and continuing right to

                  collect and receive all of the rents, income, receipts,

                  revenues, issues and profits now due or which may become due

                  or to which the Mortgagor may now or shall hereafter

                  (including during the period of redemption, if any) become

                  entitled or may demand or claim, arising or issuing from or

                  out of the Leases or from or out of the Real Estate or any of

                  the Improvements, or any part thereof, including but not

                  limited to, minimum rents, additional rents, percentage

                  rents, common area maintenance charges, parking charges, tax

                  and insurance premium contributions, and liquidated damages

                  following default, the premium payable by any lessee upon the

                  exercise of any cancellation privilege provided for in any of

                  the Leases, and all proceeds payable under any policy of

                  insurance covering loss of rents resulting from

                  untenantability caused by destruction or damage to the Real

                  Estate or the Improvements, together with any and all rights

                  and claims of any kind that the Mortgagor may have against

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