Exhibit 10(a)

                      PROMISSORY NOTE


$275,000.00                           January 31, 1997

     FOR VALUE RECEIVED, N. RUSSELL WALDEN, an individual
resident of the State of Georgia ("Maker"), hereby promises
to pay to the order of RIDGEWOOD PROPERTIES, INC., a
Delaware corporation ("Payee"), at its principal offices
located at 2859 Paces Ferry Road, Suite 700, Atlanta,
Georgia  30339 or at such other place as Payee may direct
in writing, the principal sum of Two Hundred Seventy-Five
Thousand Dollars ($275,000.00), together with interest
thereon as hereinafter set forth, in such coin or currency
of the United States of America as at the time of payment
shall be legal tender for the payment of public and private
debts.

     From and after the date hereof, interest shall accrue
on the outstanding principal balance hereof at the rate per
annum equal to eight and twenty-five one hundredths percent
(8.25%) until all amounts of principal and accrued interest
outstanding hereunder are paid in full.

     The entire principal balance hereof, together with all
accrued and unpaid interest and all other amounts
outstanding hereunder, shall be due and payable in full on
or before February 28, 1997 (the "Maturity Date").

     All payments received hereunder shall be applied first
to accrued and unpaid interest and then to the principal
balance outstanding hereunder.  Maker at any time or from
time to time may prepay all or any portion of the
outstanding principal balance of this Note (together with
accrued interest thereon through the date of such
prepayment) without penalty or premium.

     If this Note becomes due and payable on a Saturday,
Sunday or public holiday under the laws of the State of
Georgia, such payment date shall be extended to the next
business day.

     This Note shall be secured by a pledge of certain
stock held by the Maker pursuant to that certain Share
Security Agreement by and between Maker (as Pledgor) and
Payee (as Pledgee) dated as of the date hereof (the
"Security Agreement").

     The occurrence and continuation of any one of the
following events ("Event of Default") shall constitute a
default hereunder: (i) Maker shall fail to make due and
punctual payment of the principal of or interest on this
Note; (ii) Maker violates any covenant in this Note (other
than payment when due of principal or interest on this
Note) or the Security Agreement, and Maker fails to cure
such violation within ten (10) days after notice thereof
from Payee; or (iii) Maker makes an assignment for the
benefit of creditors, files a petition in bankruptcy, is
adjudicated insolvent or bankrupt, petitions a court for
the appointment of any receiver or trustee for Maker or any
substantial part of Maker's property, commences any 
proceeding relating to Maker under any arrangement or debt
readjustment law or statute of any jurisdiction whether now
or hereafter in effect or there is commenced against Maker
any such proceeding which remains undismissed for sixty
(60) days, or Maker by any act indicates consent to,
approval of or acquiescence in any such proceeding or the
appointment of any receiver or trustee for Maker or any
substantial part of Maker's property, or suffers any such 
receivership or trusteeship to continue undischarged for
sixty (60) days.

     If an Event of Default occurs and is continuing
hereunder, then, at the option of Payee, the entire
principal amount outstanding hereunder, together with all
accrued and unpaid interest thereon shall, upon written
notice from Payee to Maker, become immediately due and
payable. The rights, remedies, powers and privileges
provided for herein are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

     No waiver by Payee of any default shall be effective
unless in writing, nor shall it operate as a waiver of any
other default or of the same default on a future occasion.
No delay or omission by Payee in exercising any of its
rights, remedies, powers and privileges hereunder or at law
and no course of dealing between Payee and Maker or any
other person shall be deemed a waiver by Payee of any of
such rights, remedies, powers and privileges even if such
delay or omission is continuous or repeated, nor shall any
single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise thereof by
Payee or the exercise of any other right, remedy, power or
privilege by Payee.

     Maker hereby waives presentment, demand, protest and
notice of any kind (including notice of presentment,
demand, protest, dishonor or nonpayment).

     If this Note is placed in the hands of any attorney
for collection, or if collected by suit or through any
bankruptcy or other legal proceedings, Maker hereby agrees
to pay all expenses incurred by the holder of this Note,
including attorneys' fees and costs, all of which shall
become a part of the principal hereof.

     Each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable
law, but if any provision of this Note shall be prohibited
by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Note.

     This Note shall be binding upon Maker and Maker's 
heirs, administrators, successors and assigns and shall
inure to the benefit of Payee and its successors and
assigns.

     This Note in all respects shall be governed by and
construed and enforced in accordance with the laws of the
State of Georgia, without giving effect to any principles
of conflicts of laws. This Note may not be changed orally,
but only by an instrument in writing executed by the
parties hereto.

     Time is of the essence of this Note.

     IN WITNESS WHEREOF, the undersigned has executed and
delivered this Note as of the date and year first set forth
above.


                              /s/ N. R. Walden  (SEAL)
                              N. RUSSELL WALDEN, Maker