Exhibit 4.1

ROBERTS REALTY INVESTORS, INC.

2006 RESTRICTED STOCK PLAN

ROBERTS REALTY INVESTORS, INC.
2006 RESTRICTED STOCK PLAN

TABLE OF CONTENTS

ROBERTS REALTY INVESTORS, INC.
2006 RESTRICTED STOCK PLAN

ARTICLE 1
DEFINITIONS

        As used in this Plan, the following terms have the following meanings unless the context clearly indicates to the contrary:

        “ Applicable Laws ” means the requirements relating to the administration of restricted stock plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, and any stock exchange or quotation system on which the Stock is listed or quoted.

        “ Award ” means a grant of Restricted Stock.

        “ Board ” means the Board of Directors of the Company.

        “ Code ” means the United States Internal Revenue Code of 1986, including effective date and transition rules (whether or not codified). Any reference in this Plan to a specific section of the Code includes a reference to any corresponding provision of future law.

        “ Committee ” means a committee of at least two Directors appointed from time to time by the Board, having the duties and authority provided in this Plan in addition to any other authority granted by the Board. In selecting the Committee, the Board shall consider (i) the benefits under Section 162(m) of the Code of having a Committee composed of “Outside Directors” (as provided in Section 162(m) of the Code) for grants of Awards to highly compensated executives, and (ii) the benefits under Rule 16b-3 promulgated under the Exchange Act of having a Committee composed of either the entire Board or a Committee of at least two Directors who are Non-Employee Directors for grants of Awards to or held by any Section 16 Insider. Upon the initial approval and adoption of this Plan by the Board and unless and until the Board provides otherwise, the Committee will be the Compensation Committee of the Board as elected by the Board from time to time. If at any time the Board does not have a Compensation Committee in effect and has not otherwise designated a committee of directors to serve as the Committee under this Plan, any reference in this Plan to the Committee means the Board.

        “ Company ” means Roberts Realty Investors, Inc., a Georgia corporation.

        “ Director ” means a member of the Board and any person who is an advisory or honorary director of the Company if he or she is considered a director for the purposes of Section 16, as determined by reference to Section 16 and to the rules, regulations, judicial decisions, and interpretative or “no-action” positions of the SEC with respect to Section 16, as the same may be in effect or set forth from time to time.

        “ Employee ” means a person who constitutes an employee of the Company as that term is defined in the instructions to the Form S-8 Registration Statement under the Securities Act of 1933 and any successor form adopted by the SEC under the Securities Act of 1933 and any corresponding provision of future law, and also includes non-employees to whom an offer of employment has been extended. The term “Employee” shall include employees of Roberts Properties, Inc. and Roberts Properties Construction, Inc. to the extent that such persons are “Employees” under the foregoing definition.

        “ Exchange Act ” means the Securities Exchange Act of 1934. Any reference in this Plan to a specific section of the Exchange Act includes a reference to any corresponding provision of future law.

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        “ Grantee ” means a person who has received an Award of Restricted Stock.

        “ Non-Employee Director ” has the meaning given in Rule 16b-3 under the Exchange Act, as in effect from time to time, or in any successor rule to it, and will be determined for all purposes under the Plan according to interpretative or “no-action” positions with respect to that Rule issued by the SEC.

        “ Officer ” means a person who is an officer of the Company for the purposes of Section 16, as determined by reference to Section 16 and to the rules, regulations, judicial decisions, and interpretative or “no-action” positions of the SEC with respect to Section 16, as the same may be in effect or set forth from time to time.

        “ Plan ” means the 2006 Roberts Realty Investors, Inc. Restricted Stock Plan, the terms of which are provided in this Plan.

        “ Qualified Domestic Relations Order ” has the meaning provided in the Code or in the Employee Retirement Income Security Act of 1974, or the rules and regulations promulgated under the Code or that Act.

        “ Restricted Stock ” means Stock issued, subject to restrictions, to a Grantee under Article 6.

        “ Restriction Agreement ” means the agreement describing the terms of an Award, and executed by a Grantee as provided in Section 6.5.

        “SEC” means the United States Securities and Exchange Commission.

        “ Section 16 ” means Section 16 of the Exchange Act.

        “ Section 16 Insider ” means any person who is subject to the provisions of Section 16, as provided in Rule 16a-2 promulgated under the Exchange Act.

        “ Stock ” means the Common Stock, par value $0.01 per share, of the Company or, if the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other entity, such other stock or securities.

        “ Subsidiary ” means any corporation or other entity (other than the Company) in an unbroken chain of entities beginning with the Company if, at the time of the grant (or modification) of the Award, each of the entities other than the last entity in the unbroken chain owns stock or other equity interests possessing 50% or more of the total combined voting power of all classes of equity in one of the other entities in such chain.

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ARTICLE 2
THE PLAN

         2.1    Name.  This Plan shall be known as the "2006 Roberts Realty Investors, Inc. Restricted Stock Plan.”

        2.2     Purpose .  The purpose of the Plan is to attract, motivate and retain results-oriented Employees and Directors by affording them the opportunity to acquire or increase their ownership in the Company, thereby strengthening their concern for the welfare of the Company and its Subsidiaries. Accordingly, the Plan provides for granting Awards that are best suited to the circumstances of the particular Employee or Director as provided in this Plan. By providing these individuals with the opportunity to participate in the Company’s success and growth, the Company believes that it will encourage award recipients to continue their association with or service to the Company and its Subsidiaries.

        2.3     Effective Date and Duration of the Plan .  The Plan shall become effective on the date the Board adopts it, provided that the Plan is approved by the shareholders of the Company within 12 months thereafter. Notwithstanding any provision in the Plan or in any Restriction Agreement, the Committee shall not grant any Award before the Company obtains shareholder approval. The Committee shall not grant any Award after the 10 ^th anniversary of the date the Board adopts the Plan. The Plan shall remain in effect until all Awards granted under the Plan have vested or been forfeited.

ARTICLE 3
PARTICIPANTS

        The class of persons eligible to participate in the Plan shall consist of all Directors and Employees of the Company or any Subsidiary.

ARTICLE 4
ADMINISTRATION

        4.1     Duties and Powers of the Committee .  Subject to the express provisions of the Plan, the Committee has authority, in its discretion, to determine which Employees or Directors shall receive an Award, the time or times when such Award shall be made, the number of shares under each Award, and the Forfeiture Restrictions and related conditions of lapse applicable to each Award, provided that within the scope of such authority, the Board or the Committee may

                 (a)     delegate to a committee of one or more members of the Board who are not “Outside Directors” (as provided in Section 162(m) of the Code) the authority to grant Awards to eligible persons who are either (1) not then “covered employees,” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition of income resulting from such Award or (2) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code; and/or

                 (b)     delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. In making those determinations, the Committee shall take into account the nature of the services rendered by the respective Employees or Directors, their present and potential contribution to the Company’s success, and such other factors as the Committee in its discretion shall deem relevant.

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         4.2.     Additional Powers .  The Committee has the additional powers delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, these powers include the power to construe the Plan and the Restriction Agreements executed under it, to prescribe rules and regulations relating to the Plan, to determine the terms, restrictions, and provisions of the Restriction Agreement relating to each Award, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Restriction Agreement relating to an Award in the manner and to the extent it shall deem expedient to carry i