RESTRICTIVE COVENANT

Exhibit 10.3

After recording please return to:
Ms. Xxxx Xxxxx
Xxxx Xxx Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000

RESTRICTIVE COVENANT

        THIS RESTRICTIVE COVENANT (the “Restriction”) is made and declared this 29^th day of October, 2004 (the “Effective Date”), by XXXXXXX PROPERTIES PEACHTREE PARKWAY, L.P., a Georgia limited partnership (“Xxxxxxx”).

W I T N E S S E T H:

        THAT, WHEREAS, Xxxxxx is the owner of the real property described on Exhibit A attached hereto and made a part hereof (the “Property”); and

        WHEREAS, Xxxxxxx desires to place a restriction upon the Property as hereinafter set forth.

        NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid, Xxxxxxx, intending to be legally bound, hereby promises, declares and agrees as follows:

        1.    In the event the Property is developed by the then-owner of the Property within ten (10) years after the Effective Date for residential use (the “Project”), (i) Xxxxxxx Properties, Inc., or any other entity designated by Xxxxxxx X. Xxxxxxx, will be engaged as the development company for the Project and will be paid a development fee in an amount equal to $5,000.00 per residential unit multiplied by the number of residential units which are developed on the Property, with such fee to be paid in equal monthly amounts over the contemplated development period, and (ii) Xxxxxxx Properties Construction, Inc., or any other entity designated by Xxxxxxx X. Xxxxxxx, will be engaged as the general contractor for the Project on a cost plus basis and will be paid the cost of constructing the Project plus 10% (5% profit and 5% overhead) with such payments to be paid commencing with the start of construction.

        2.    The restrictive covenants contained in this Agreement shall run with the title to and burden the Property.

        3.    This Restriction may be amended or terminated only in a writing executed by the then-owner(s) of the Property, or any part thereof and Xxxxxxx Properties, Inc. and Xxxxxxx Properties Construction, Inc. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

        IN WITNESS WHEREOF, Xxxxxxx has caused this Agreement to be signed, sealed and delivered as of the day and year first above written.

Signed, sealed and delivered,			XXXXXXX PROPERTIES PEACHTREE
in the presence of:			PARKWAY, L.P., a Georgia limited partnership
________________________________			By: Xxxxxxx Properties, Inc., a Georgia
Unofficial Witness			corporation, sole general partner
________________________________			By:  /s/ Xxxxxxx X. Xxxxxx
Notary Public			Xxxxxxx X. Xxxxxx
			Chief Financial Officer and Secretary
(NOTARY SEAL)
			(CORPORATE SEAL)

EXHIBIT A

[Legal Description omitted]