ROBERTS REALTY INVESTORS INC
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.21.1
<SEQUENCE>4
<FILENAME>rex10211.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
                                                             Exhibit 10.21.1

                                 PROMISSORY NOTE

                                                            Birmingham, Alabama
$2,700,000                                                    August  31 , 2001
                                                                     ----


                  For value received, without grace, Roberts Properties
Residential, L.P., a Georgia limited partnership (the "Borrower"),
promises to pay to the order of AmSouth Bank, a state banking corporation (the
"Bank") (the Bank, hereinafter, along with any other holder of this note, called
the "Creditor"), the principal sum of Two Million Seven Hundred Thousand and
No/100 Dollars ($2,700,000), with interest on the unpaid balance thereof from
the date hereof until paid in full at the LIBOR-Based Rate or the Prime Rate, as
such terms are defined in, and selected under, the hereafter defined Loan
Agreement. Unless otherwise defined herein, capitalized terms shall have the
meaning assigned to them in the Loan Agreement. Pursuant to Section 2.02 of the
Loan Agreement, no more than one (1) LIBOR-Based Rate may be in effect hereunder
at any one time. Interest shall be computed on the basis that each year contains
360 days, by multiplying the principal amount by the per annum rate set forth
above, dividing the product so obtained by 360, and multiplying the quotient
thereof by the actual number of days elapsed.

                  Notwithstanding the foregoing, to enable the Creditor to send
periodic billing statements in advance of each interest payment date, the
Creditor shall have the option of basing such billing statements on the
applicable interest rate and outstanding principal balance in effect fifteen
(15) days prior to each such payment and computing the amount of interest on the
billing statement on the assumption that the applicable interest rate and
outstanding principal balance will continue in effect until the payment date. If
the Creditor elects to do so and the applicable interest rate or outstanding
principal balance changes during such fifteen (15)-day period, the difference
between the amount of interest that actually accrues during such period and the
amount of interest paid will be added to or subtracted from (as the case may be)
the interest otherwise payable in preparing the next billing statement. In
determining the amount of interest payable at the final maturity or upon full
prepayment of this note, all changes in the applicable interest rate and
outstanding principal balance occurring on or prior to the day before the final
maturity date or the date of such prepayment shall be taken into account.

                  Accrued interest only shall be payable monthly, beginning on
October 3, 2001, and continuing on the same day of each month thereafter, with
the entire principal balance of said debt, together with accrued interest
thereon, due and payable in full on February 3, 2002, which payment shall be a
balloon payment. Each installment shall be applied first to accumulated interest
and the remainder to the unpaid principal balance.


                  The Borrower may pay in advance the principal sum of this
loan, in whole or in part, with accrued interest to the date of prepayment,
without penalty or fee, subject to the terms of Section 2.02D of the Loan
Agreement. This note shall be payable at the main office of the Creditor or such
other place as the Creditor shall designate from time to time.

<PAGE>


                  If any installment of principal or interest is in default ten
(10) days or more (whether by acceleration or otherwise) such amount in default
shall bear interest at the rate equal to two percent (2%) in excess of the Prime
Rate.

                  Unless otherwise stipulated, the Borrower agrees to pay to the
Creditor, on demand, a late charge computed as follows to cover the extra
expense involved in handling late payments: If interest or principal and
interest are payable in installments, the late charge will be equal to 5% of any
payment that is not paid within twelve (12) days after it is due. If principal
and interest are payable at maturity, the late charge will be equal to 5% of the
interest portion of the payment that is not paid within twelve (12) days after
it is due.

                  This late charge will never be less than $10.00 nor more than
$250.00 on each payment. This provision shall not be deemed to excuse a late
payment or be deemed a waiver of any other right the Creditor may have
including, without limitation, the right to declare the entire unpaid principal
and interest immediately due and payable.

                  The proceeds of this note are to be advanced in accordance
with the terms of a Loan Agreement between the Borrower and the Bank of even
date herewith (the "Loan Agreement"). This note is secured and guaranteed by the
following instruments executed and delivered to the Creditor, together with such
other instruments as may have been delivered previously or simultaneously to the
Bank, even though not listed (all of such instruments are hereinafter referred
to as the "Security Documents"):
<TABLE>
<CAPTION>

Instrument                                      Executed By                        Date
----------                                      -----------                        ----

<S>                                         <C>                                <C>
Deed to Secure Debt, Security Agreement and     Borrower                           of even date
Assignment of Rents and Leases

Guaranty Agreement                              Roberts Realty Investors, Inc.     of even date

</TABLE>


                  It is hereby agreed that if default be made in the payment of
this note or any part hereof or any interest hereon, or if an event of default
occurs under any Security Document or the Loan Agreement, then, at the option of
the Creditor, the entire unpaid principal balance of this note, with accrued
interest thereon, shall at once become due and payable in full, without notice,
time being of the essence of this contract.


                  Subject to the provisions of the next paragraph below, any
controversy, claim, dispute or disagreement arising out of, in connection with
or relating to (1) the negotiation, execution, collateralization,
administration, repayment, modification, extension or collection of this note,
or the debt evidenced hereby (the "Loan") or any agreement or instrument
relating to this note or the Loan,

                                       2

<PAGE>


or (2) an alleged tort relating in any way to this note, the Loan or any
agreement or instrument relating to this note or the Loan, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). The "Expedited Procedures" as provided in
those Rules shall apply in any dispute where the aggregate of all claims and the
aggregate of all counterclaims each is an amount less than $500,000. Judgment
upon any award rendered by the arbitrator(s) in any such arbitration may be
entered in any Court having jurisdiction thereof. Any demand for arbitration
under this note shall be made no later than the date when any judicial action
upon the same matter would be barred by any applicable statute of limitations.
The locale of any arbitration proceedings under this note shall be in
Birmingham, Alabama, unless the Borrower and the Creditor mutually agree
otherwise. The Borrower and the Creditor specifically acknowledge and agree that
this note evidences, and the Loan is, a "transaction involving commerce" under
the Federal Arbitration Act, and the Borrower and the Creditor hereby waive and
relinquish any right to claim otherwise.

                  Neither anything contained in the preceding paragraph nor the
exercise of any right to arbitrate shall limit the right of any party to (1)
foreclose against any real or personal property collateral by the exercise of
the power of sale under a deed of trust, mortgage, security deed, deed to secure
debt, or other security agreement or instrument or under applicable law; (2)
exercise any self-help remedies such as setoff or repossession; or (3) obtain
provisional or ancillary remedies such as replevin, injunctive relief,
attachment, or appointment of a receiver from a court having jurisdiction,
before, during or after the pendency of any arbitration proceeding. This
arbitration provision shall not be interpreted to require that any such remedies
be stayed, abated or otherwise suspended pending any arbitration or request for
arbitration. The exercise of a remedy shall not be deemed a waiver of either
party's right to resort to arbitration.

                  The Borrower waives demand, presentment, protest, notice of
protest, suit and all other requirements necessary to hold it liable, and the
Borrower agrees that time of payment may be extended or renewal notes taken or
other indulgences granted without notice of, or consent to, such action, and
without release of liability. The Borrower agrees to pay after default all costs
of collecting or securing or attempting to collect or secure this note,
including reasonable attorneys' fees.

                  The Borrower hereby waives as to this debt or any renewal or
extension thereof all rights of exemption under the constitution or laws of
Alabama or any other state as to personal property.

                  The Creditor, if a bank, may, but shall not be required to,
apply to the payment of the debt evidenced hereby, on or after the maturity of
said debt, whether by acceleration or otherwise, any money or credit held by the
Creditor on deposit, in trust or otherwise, for the account of the Borrower.

                   This note has been executed by the Borrower without condition
that anyone else should sign or become bound hereunder and without any other
conditions whatever being made. The

                                       3
<PAGE>

provisions hereof are binding on the successors and assigns of the Borrower, and
shall inure to the benefit of the Creditor, its successors and assigns.

                  The Creditor shall not by any act, delay, omission or
otherwise be deemed to have waived any of its rights or remedies, and no waiver
of any kind shall be valid against the Creditor unless in writing and signed by
the Creditor. All rights and remedies of the Creditor hereunder and under any
statute or rule of law shall be cumulative and may be exercised successively or
concurrently. This note shall be governed by and construed in accordance with
the laws of the State of Alabama.


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

                              By :  Roberts Realty Investors, Inc., a Georgia
                                         corporation, sole general partner

                                  By:      /s/ Charles R. Elliott
                                     -----------------------------------------
                                     Charles R. Elliott, Secretary and Treasurer


                              8010 Roswell Road, Suite 120
                              Atlanta, GA  30350

                              Tax I.D. Number 58-2122875





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</DOCUMENT>
