ROBERTS REALTY INVESTORS INC
RESTRICTED STOCK AWARD AGREEMENT
<DOCUMENT>
<TYPE>EX-10.17.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>RESTRICTED STOCK AWARD AGREEMENT
<TEXT>





                        RESTRICTED STOCK AWARD AGREEMENT

         THIS AGREEMENT (the "Agreement") is entered into as of this 20th day of
March, 2001, between Roberts Realty Investors, Inc., a Georgia corporation (the
"Company") and Charles R. Elliott (the "Employee").

         WHEREAS, Mr. Charles S. Roberts, acting in accordance with a resolution
approved by the Company's Board of Directors on June 16, 1998, approved the
grant of restricted shares of the Company's Common Stock to the Employee on the
terms described in this Agreement, and in consideration of the issuance of such
restricted shares the Employee intends to remain in the employ of the Company;

         NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the premises and the mutual covenants
contained herein, the Company and the Employee agree as follows.

1.       RESTRICTED SHARES.

         1.1      GRANT OF RESTRICTED SHARES.

                  (a)      The Company hereby grants to the Employee 1,875
                           shares of Common Stock (the "Restricted Shares"),
                           subject to the restrictions set forth in Paragraph
                           1.2 of this Agreement. As the restrictions set forth
                           in Paragraph 1.2 hereof lapse in accordance with the
                           terms of this Agreement as to all or a portion of the
                           Restricted Shares, such shares shall no longer be
                           considered Restricted Shares for purposes of this
                           Agreement.

                  (b)      The Company hereby directs that a stock certificate
                           or certificates representing the Restricted Shares
                           shall be registered in the name of and issued to the
                           Employee. Such stock certificate or certificates
                           shall be subject to such stop-transfer orders and
                           other restrictions as the Compensation Committee of
                           the Board of Directors of the Company (the
                           "Committee") may deem advisable, and the Committee
                           may cause legends to be placed on such certificate or
                           certificates to make appropriate reference to such
                           restrictions.

         1.2      RESTRICTIONS.

                  (a)      The Employee shall have all rights and privileges of
                           a shareholder as to the Restricted Shares, including
                           the right to vote and receive regular quarterly
                           dividends or other distributions with respect to the
                           Restricted Shares, except that, subject to Paragraph
                           1.3(b) hereof, the following restrictions shall
                           apply:

                           (i)      none of the Restricted Shares may be sold,
                                    transferred, assigned, pledged or otherwise
                                    encumbered or disposed of during the


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                                    Restricted Period, except pursuant to rules
                                    adopted by the Committee;

                           (ii)     the Restricted Shares' portion of each
                                    special dividend or other distribution paid
                                    during the Restriction Period by the Company
                                    to its shareholders generally will not then
                                    be paid to the Employee; instead, subject to
                                    Paragraph 1.4, the amount of such portion,
                                    together with an additional amount, will be
                                    paid to the Employee if and when, and only
                                    if and when, the Restriction Period expires,
                                    such additional amount to be calculated like
                                    interest on the amount of such portion (x)
                                    from the date when such special dividend or
                                    other distribution was paid by the Company
                                    to its shareholders generally (y) at the
                                    rate earned by the Company on its surplus
                                    cash from time to time; and

                           (iii)    all of the Restricted Shares may be
                                    forfeited in accordance with Paragraph 1.4.

                  (b)      Any attempt to dispose of Restricted Shares in a
                           manner contrary to the restrictions set forth in this
                           Agreement shall be ineffective.

         1.3      RESTRICTED PERIOD.

                  (a)      The restrictions set forth in Paragraph 1.2 shall
                           apply to all of the Restricted Shares until March 20,
                           2004 (the "Restriction Termination Date", the period
                           from issuance of the Restricted Shares to the
                           Restriction Termination Date being referred to herein
                           as the "Restriction Period"). Any periods of leave
                           without pay taken by the employee prior to the
                           Restriction Termination Date shall not be treated as
                           credited service for purposes of vesting the stock,
                           and the Restricted Period shall be extended by the
                           length of such periods of leave unless the Committee,
                           in its sole discretion, finds that a waiver of the
                           extension would be in the best interests of the
                           Company.

                  (b)      Notwithstanding Paragraph 1.2, the Committee may, in
                           its sole discretion, when it finds that a waiver
                           would be in the best interests of the Company, waive
                           in whole or in part any or all remaining restrictions
                           with respect to the Restricted Shares.

                  (c)      Nothing in this Agreement shall preclude the Employee
                           from exchanging any Restricted Shares for any other
                           shares of Common Stock that are similarly restricted.

         1.4      FORFEITURE. If the Employee's employment with the Company
                  shall terminate for any reason during the Restricted Period,
                  all rights of the Employee to the then remaining Restricted
                  Shares (and, if applicable, any special dividends or other
                  distributions with respect to the Restricted Shares) shall
                  terminate and be forfeited (except as provided in Section
                  1.3(b) or as otherwise determined by the Committee pursuant to
                  Paragraph 1.3(b)).
<PAGE>


         1.5      WITHHOLDING. The Company may withhold from any cash payments
                  due from the Company to the Employee all taxes, including
                  social security taxes, which the Company is required or
                  otherwise authorized to withhold with respect to the
                  Restricted Shares granted hereunder.

         1.6      INVESTMENT REPRESENTATION. The Employee hereby represents,
                  warrants and covenants that (a) the Employee is acquiring the
                  Restricted Shares for the Employee's own account and not with
                  a view to the distribution thereof, and (b) the Restricted
                  Shares acquired by the Employee under this Agreement will not
                  be sold except pursuant to an effective registration statement
                  under the Securities Act of 1933, or pursuant to an exemption
                  from registration under the Act.

         1.7     ADOPTION OF INCENTIVE COMPENSATION PLAN BY THE COMPANY. The
                 Employee hereby agrees and acknowledges that (a) the Company is
                 considering the adoption of an omnibus employee incentive
                 compensation plan (the "Plan") that will govern various types
                 of incentive-based compensation, including restricted stock,
                 options, stock appreciation rights and other forms of incentive
                 compensation; and (b) upon the adoption of the Plan, the
                 Restricted Stock and this Agreement shall be subject to the
                 Plan to the extent that the terms of the Plan do not conflict
                 with the terms of this Agreement, in which case the terms of
                 this Agreement shall control.

2.       NOTICES.

                  All notices or communications hereunder shall be in writing
and addressed as follows:

                  To the Company:
                           Roberts Realty Investors, Inc.
                           8010 Roswell Road
                           Suite 120
                           Atlanta, GA  30350
                           Attn:    Secretary

                  To the Employee:
                           To the last known address of the Employee as
                           appearing in the Employee's personnel records as
                           maintained by the Company.

3.       ASSIGNMENT.

                  This Agreement shall be binding upon and inure to the benefit
of the heirs and representatives of the Employee and the assigns and successors
of the Company, but neither this Agreement nor any rights hereunder shall be
assignable or otherwise subject to hypothecation by the Employee.

4.       ENTIRE AGREEMENT; AMENDMENT; TERMINATION.

                  Except as provided in Section 1.7 with respect to the Plan,
this Agreement represents the entire agreement of the parties with respect to
the subject matter hereof and supercedes all prior written or oral
understandings and agreements. The Agreement may be amended or terminated at any
time by written agreement of the parties hereto or as provided herein.


<PAGE>


5.       GOVERNING LAW.

                  This Agreement and its validity, interpretation, performance
and enforcement shall be governed by the laws of the State of Georgia.

6.       SEVERABILITY.

                  If, for any reason, any provision of this Agreement is held
invalid, such invalidity shall not affect any other provision of this Agreement
not held so invalid, and each such other provision shall to the full extent
consistent with law continue in full force and effect. If any provision of this
Agreement shall be held invalid in part, such invalidity shall in no way affect
the rest of such provision not held so invalid, and the rest of such provision,
together with all other provisions of this Agreement, shall to the full extent
consistent with law continue in full force and effect.

7.       NO RIGHT TO CONTINUED EMPLOYMENT; EFFECT ON OTHER PLANS

                  This Agreement shall not, of itself, confer upon the Employee
any right with respect to continuance of employment by the Company, nor shall it
interfere in any way with the right of the Company to terminate the Employee's
employment at any time. Income realized by the Employee pursuant to this
Agreement shall not be included in the Employee's earnings for the purpose of
any benefit plan of the Company in which the Employee may be enrolled or for
which the Employee may become eligible unless otherwise specifically provided
for in such plan.

                  IN WITNESS HEREOF, the Company has caused this Agreement to be
duly executed and the Employee has hereunto set his hand, as of the day and year
first above written.

         ROBERTS REALTY INVESTORS, INC.             EMPLOYEE


         /s/ Charles S. Roberts                     /s/  Charles R. Elliot
         ------------------------------             -------------------------
         Name:    Charles S. Roberts                Name:  Charles R. Elliott
         Title:      President


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</DOCUMENT>
