Exhibit 10.4

THE AMERICAN INSTITUTE OF ARCHITECTS

AIA DOCUMENT A117-1987
Abbreviated Form of Agreement Between
Owner and Contractor
for
CONSTRUCTION PROJECTS OF LIMITED SCOPE
where the basis of payment is the
COST OF THE WORK PLUS A FEE
without a Guaranteed Maximum Price

1987     EDITION

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.

This document includes abbreviated General Conditions and should not be used with other General Conditions.
It has been approved and endorsed by The Associated General Contractors of America.

AGREEMENT

made as of the 14th day of April in the year Two Thousand and Five. This contract is being entered into in accordance with the Restrictive Covenant, dated January 3, 2005. The Restrictive Covenant requires the Owner of the Peachtree Dunwoody Property to retain Roberts Properties Construction, Inc. to construct the 236-unit Peachtree Dunwoody Apartment Community and 120-unit Peachtree Dunwoody Condominium Community for its costs plus 10% in accordance with this contract:

The Owner and Contractor agree as set forth below.

AIA DOCUMENT A117• ABBREVIATED COST-PLUS OWNER-CONTRACTOR AGREEMENT • SECOND EDITION • AIA ®
©1987 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N. W., WASHINGTON, D.C. 20006

A117-1987        1

ARTICLE 1
THE WORK OF THIS CONTRACT

1.1         The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others, or as follows:

All site clearing, grading, utilities, paving, curb and gutters, landscaping, etc. associated with the construction of a total of 236 one or two bedroom apartment units, a swimming pool, and trash compactor. All site clearing, grading, utilities, paving, curb and gutters, landscaping, etc. associated with the construction of a total of 120 one or two bedroom condominium units, a swimming pool, and trash compactor. The property consists of 9.84 acres of land located on Peachtree Dunwoody Road in Land Lot 21 of the 17 ^th District, Fulton County, Georgia. The Project is to be constructed in accordance with the Plans & Specifications to be prepared by Smallwood, Reynolds, Stewart, Stewart & Associates, Inc. or another Architect selected by the Owner.

Any adverse soil conditions that may be encountered are not included in this Cost plus Contract; any costs associated with those conditions shall be borne by the Owner.

ARTICLE 2
RELATIONSHIP OF THE PARTIES

2.1         The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and utilize the Contractor’s best skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to make best efforts to furnish at all times an adequate supply of workers and materials; and to perform the Work in the best way and most expeditious and economical manner consistent with the interests of the Owner. The Owner agrees to exercise best efforts to enable the Contractor to perform the Work in the best way and most expeditious manner by furnishing and approving in a timely way information required by the Contractor and making payments to the Contractor in accordance with the requirements of the Contract Documents.

ARTICLE 3
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

3.1         The date of commencement is the date from which the Contract Time of Paragraph 3.2 is measured, and shall be the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner.

The Date of Commencement shall be a later date agreed upon by both parties. Contractor must file a Notice of Commencement in accordance with Georgia Law. A recorded copy of such notice will be maintained in the Contractor’s file and posted on the jobsite.

3.2         The Contractor shall achieve Substantial Completion of the entire Work not later than 24 months after the Date of Commencement, subject to adjustment of this Contract Time as provided in the Contract Documents.

ARTICLE 4
CONTRACT SUM

4.1         The Owner shall pay the Contractor in current funds for the Contractor’s performance of the Contract, the Contract Sum consisting of the Cost of the Work as defined in Article 5 and the Contractor’s Fee of 10% determined as follows:

The Contractor shall be paid monthly on a cost basis, plus the Contractor’s Fee of 10%, payable on the 10 ^th of each month unless the 10 ^th falls on the weekend or nationally recognized holiday, then payment shall be due on the next succeeding business day. The Contractor shall submit a Construction Contract Draw to the Owner no later than the 1st of the following month for all expenses incurred in the p