CONSTRUCTION LOAN AGREEMENT





         This Agreement is dated as of June 28, 2001 by and between ROBERTS

PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership ("Borrower"), having

its address at 8010 Roswell Road, Suite 120, Atlanta, Georgia 30350, Attention:

Chief Financial Officer, and BANK OF NORTH GEORGIA, ("Bank") having an address

at 8025 Westside Parkway, Alpharetta, Georgia 30004;



         In consideration of the Loan described below and the mutual covenants

and agreements contained herein, and intending to be legally bound hereby, Bank

and Borrower agree as follows:



         1. Definitions and Reference Terms. In addition to any other terms

defined herein, the following terms shall have the meanings set forth with

respect thereto:



                  (a) Agent to Request Disbursements: Charles S. Roberts or

Charles R. Elliott





                  (b) Architect: Lyman Davidson Dooley, Inc.



                  (c) Budget: The budget attached hereto as Exhibit A setting

forth in detail all direct and indirect costs for the construction of the

Improvements.



                  (d) Completion Date: February 28, 2002.





                  (e) Construction Commitment: The agreement between Borrower

and Bank dated June 21, 2001, and attached hereto as Exhibit B, the terms of

which are incorporated herein.



                  (f) Contractor: Roberts Properties Construction, Inc.





                  (g) Guarantor: Not applicable.





                  (h) Guaranty: Not applicable.



                  (i) Hazardous Materials: All materials defined as hazardous

wastes or substances under any local, state or federal environmental laws, rules

or regulations, and petroleum, petroleum products, oil and asbestos.



                  (j) Improvements: The buildings and other improvements

constructed or to be constructed on the Land, generally including the following:

37,864 square foot office building fronting on Northridge Parkway, Atlanta,

Fulton County, Georgia, with associated site work.



                  (k) Inspecting Agent: USA Inspection Services, LLC







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                  (l) Land: The land located at Land Lots 25 and 26 in the 17th

District, Fulton County, Georgia as more particularly described in the Mortgage

and any additional property which may become subject to the Mortgage.



                  (m) Loan: The loan in the principal amount of up to

$5,280,000.00 for the financing and construction of the Premises in accordance

with this Agreement.



                  (n) Loan Documents: This Agreement and the Construction

Commitment (and all items and documents required therein), the Note, the

Mortgage, and all other instruments, documents and agreements required by Bank

which evidence, secure or otherwise relate to the Loan including, without

limitation, any guaranties, financing statements, assignments of lessor's

interest in leases, rents and profits, and assignments of construction

documents, together with any amendments, renewals, and extensions thereof, all

of which are incorporated herein by reference and made a part hereof. References

herein to the Loan Documents shall include all such documents, instruments and

other agreements collectively, except that any such reference shall mean the

appropriate individual document, instrument or agreement if the context shall so

require.



                  (o) Mortgage: The first lien mortgage, deed of trust, or deed

to secure debt and security agreement securing the Note and the performance of

Borrower's obligations with respect to the Loan, and all amendments, renewals

and extensions thereof.



                  (p) Note: The promissory note or notes and other instruments,

documents or agreements evidencing Borrower's indebtedness for the Loan, and all

amendments, renewals and extensions thereof.



                  (q) Obligors: The Borrower and all other makers, co-makers,

endorsers, guarantors and others obligated, primarily or secondarily, for the

payment of the indebtedness evidenced by the Note or performance of Borrower's

obligations under the Loan Documents (including, without limitation, all general

partners of Borrower if Borrower, is a partnership), collectively.



                  (r) Plans: The plans and specifications entitled "Roberts

Properties, Inc. Corporate Headquarters, Fulton County" prepared by Lyman

Davidson Dooley, Inc. last revised January 31, 2001 and all amendments thereto

approved by Bank.



                  (s) Premises. The Land and the Improvements,



         2. Loan. Subject to the terms and conditions of this Agreement and the

Loan Documents, Bank agrees to lend to Borrower (in periodic disbursements) up

to the principal sum set forth in Section 1 (m) hereof. The Loan shall bear

interest at the rate or rates set forth in the Note and shall be evidenced

thereby and secured by the Mortgage and other Loan Documents.





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         3. Representations and Warranties of Borrower. As an inducement to Bank

to enter into this Agreement and to make the Loan, Borrower represents and

warrants to Bank as follows:



                  (a) Borrower Organization. Borrower is duly organized and

existing in good standing under the laws of the state of its organization and is

duly qualified in the state where the Land is located to own, construct and

operate the Improvements. Borrower has the authority and the legal right to

carry on the business now being conducted by it and to engage in the

transactions contemplated by the Loan Documents.



                  (b) Binding Documents. The Loan Documents are legal, valid and

binding in accordance with their terms and have been duly authorized, executed

and delivered.



                  (c) Legal and Environmental Compliance. The Plans for the

Improvements and the anticipated use of the Premises and all easements and

rights appurtenant thereto comply with all applicable restrictive covenants,

zoning ordinances, building laws and codes, and other laws, regulations and

governmental requirements, including but not limited to those regarding

environmental matters and access and facilities for persons with disabilities.

All permits and approvals necessary to continue work on the Premises, including-

without limitation all building and site work permits, have been obtained by

Borrower.



         During Borrower's ownership of the Premises and to the best of

Borrower's knowledge prior thereto, the Premises have not been used in violation

of any federal laws, rules or ordinances for environmental protection,

regulations of the Environmental Protection Agency and any applicable local or

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