FIRST AMENDMENT TO LEASE

Exhibit 10.1

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (the “First Amendment”), is made and entered into as of the 30^th day of December, 2009, by and between ROBERTS PROPERTIES RESIDENTIAL, L.P. (“Landlord”), and ROBERTS PROPERTIES, INC. (“Tenant”).

W I T N E S S E T H:

WHEREAS, by Lease dated March 27, 2006 (the “Lease”), Landlord leased to Tenant approximately 5,336 rentable square feet on the third (3^rd) floor of the office building located at 450 Northridge Parkway, Atlanta, Georgia 30350 (the “Office Building”) being Suite 300 (the “Premises”), as more particularly described in the Lease;

WHEREAS, the parties desire to amend the Lease to reflect an extension of the term and to amend certain other terms and provisions as hereinafter provided.

NOW, THEREFORE, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1. Terms. All terms used herein and noted by their initial capitalization shall have the meanings set forth in the Lease unless set forth herein to the contrary. The foregoing Recitals are true and correct and incorporated into the Lease as if fully set forth therein.

2. Premises: The Premises shall be reduced to 4,431 square feet and Tenant’s Proportionate Share of Common Operating Expenses shall be reduced to 11.70%. Tenant has the right to expand the Premises on the 3^rd floor of the Office Building at the same Annual Base Rental Rate of $18.53 per square foot as the existing space. Tenant must provide fifteen (15) days notice to Landlord prior to Tenant taking possession of the expansion space.

3. Extension of Term. The term is hereby extended for (12) twelve months so that the expiration date of the Term shall be December 31, 2010.

4. Base Rent. Effective as of January 1, 2010, the Annual Base Rent for the Premises shall be EIGHTY-TWO THOUSAND ONE HUNDRED SIX AND 43/100 DOLLARS ($82,106.43) or $18.53 per square foot. The Annual Base Rent is payable in equal monthly installments of SIX THOUSAND EIGHT HUNDRED FORTY-TWO AND 20/100 DOLLARS ($6,842.20) on the first day of each and every calendar month during the Term.

5. Offer/Execution. This First Amendment is submitted to Tenant on the understanding that it will not be considered an offer and will not bind Landlord in any way until Tenant has executed and delivered this First Amendment to Landlord and Landlord has accepted all terms therein and has executed the same. This First Amendment may be executed and delivered by original signature, PDF or facsimile, and in one or more counterparts, each of which will be deemed to be an original copy of this First Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.

INITIALS

LANDLORD     TENANT
CRE               AWS    

6. Effect. Except as expressly stated herein, all other terms and conditions of the Lease shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment to Lease under seal as of the date first above written.

LANDLORD:			TENANT:
ROBERTS PROPERTIES RESIDENTIAL, L.P.,			ROBERTS PROPERTIES, INC.,
a Georgia limited partnership			a Georgia corporation
By:	Roberts Realty Investors, Inc., a Georgia		By:	/s/ Anthony Shurtz
	corporation, its general partner		Name:	Anthony Shurtz
			Title:	Chief Financial Officer
By:	/s/ Charles R. Elliott
Name:	Charles R. Elliott
Title:	Chief Financial Officer

INITIALS

LANDLORD     TENANT
CRE               AWS