Exhibit 10.12

                               PATRICK M. MINIUTTI
                      SEPARATION AND SETTLEMENT AGREEMENT
                               AND GENERAL RELEASE

         This Separation and Settlement Agreement and General Release (the
"Agreement") is made as of the 30th day of March 2001, by and between Patrick M.
Miniutti (the "Employee") and Konover Property Trust, Inc. (the "Company")
concerning the Employee's termination of employment with the Company.

         WHEREAS, the Company and the Employee entered into that certain
Employment Agreement dated as of March 1, 1997 (the "Employment Agreement"); and

         WHEREAS, the Employee's employment with the Company terminated,
effective as of March 6, 2001 (the "Effective Date"); and

         WHEREAS, the Company and the Employee intend that this Agreement shall
be in complete settlement of all rights of the Employee under the Employment
Agreement, under any other written agreement between the Employee and the
Company, or otherwise relating to his employment by the Company and its
affiliates; and

         WHEREAS, the terms of this Agreement have been approved by the Board of
Directors and the Compensation Committee of the Company;

         NOW THEREFORE, in consideration of the mutual promises and agreements
set forth below, the Company and the Employee agree as follows:

         1.       The Employee's employment with the Company terminated as of
                  the close of business on the Effective Date; provided,
                  however, that his salary and benefits shall be continued
                  through April 15, 2001.

         2.       The Employee hereby resigns as a Director and officer of the
                  Company and from all other positions with the Company and all
                  of its subsidiaries and related entities effective as of the
                  close of business on the Effective Date.

         3.       The Employee shall be entitled to a severance benefit
                  consisting of One Million Five Hundred Thousand Dollars
                  ($1,500,000) (the "Cash Severance Benefit") plus forgiveness
                  (the "Loan Forgiveness") of the outstanding balance, including
                  accrued interest, on the Employee's promissory note to the
                  Company, dated June 12, 1998, in the original principal amount
                  of One Hundred and Twenty-Five Thousand Dollars ($125,000).
                  The Cash Severance Benefit shall be reduced by the tax
                  withholding applicable to the Loan Forgiveness. Provided that
                  this Agreement has become final and binding in accordance with
                  paragraph 18 below, payment of the Cash Severance Benefit
                  after reduction in accordance with the preceding sentence (the
                  "Net Severance Amount") will be made by wire transfer in five
                  equal monthly installments, as of the last business day of
                  each month commencing on April 30, 2001, and ending on August
                  31, 2001. Each such installment payment of the Net Severance
                  Amount shall be subject to applicable

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                  tax withholding. All installments shall accelerate and be
                  immediately due and payable in the event of a sale of 50% or
                  more of the Company's voting securities or a liquidation or
                  winding-up of the Company (an "Acceleration Event"). All wire
                  transfers under this Agreement shall be pursuant to the
                  instructions that are attached hereto unless directed
                  otherwise by the Employee in writing addressed to the
                  Company's general counsel.

         4.       The payment of Employee's salary and benefits through April
                  15, 2001 shall be inclusive of all accrued vacation and
                  Employee shall be entitled to no additional vacation pay.

         5.       The Company shall issue and deliver to the Employee Two
                  Hundred and Fifty-Nine Thousand Five Hundred and Forty-Five
                  (259,545) shares of common stock on or before April 1, 2002
                  or, if earlier, an Acceleration Event, or the date on which
                  the Employee makes a cash payment to the Company in an amount
                  equal to the Company's tax withholding obligations on the
                  shares. Unless the Employee makes a cash payment to the
                  Company to cover the applicable tax withholding on such
                  shares, the Company may reduce the number of shares to be
                  delivered to cover its tax withholding obligations. The
                  Employee shall be entitled to dividend equivalent payments
                  with respect to such shares for any dividend record date which
                  occurs after the date hereof and prior to issuance and
                  delivery of the shares to Employee. Such shares shall be in
                  full satisfaction of all rights of the Employee under all
                  outstanding restricted stock awards and repurchase rights
                  issued with respect thereto. All other rights, including
                  dividend equivalent rights, which the Employee may otherwise
                  have with respect to restricted stock, stock options and
                  repurchase rights are hereby forfeited as of the Effective
                  Date.

         6.       The Company shall pay the Employee's COBRA premium with
                  respect to medical and hospitalization insurance from the date
                  hereof through the end of COBRA coverage; provided, however,
                  that if the Company changes to a self-insured arrangement for
                  medical benefits during the COBRA period, in lieu of paying
                  the Employee's remaining COBRA premium, it will make a lump
                  sum payment to the Employee in an amount equal to the
                  aggregate COBRA premium anticipated for the remainder of the
                  COBRA period.

         7.       The Employee agrees that no additional payments are due from
                  the Company on any basis whatsoever other than reimbursements
                  in accordance with the Company's policies for ordinary and
                  reasonable expenses incurred on or before the Effective Date
                  and submitted to the Company prior to the date hereof. The
                  preceding sentence shall not limit any payments which the
                  Employee is entitled to as a shareholder of the Company.

         8.       The Employee agrees to cooperate with the Company and its
                  affiliates in the defense of any claims that may be made
                  against the Company and its affiliates relating to the period
                  in which he was employed by the Company (the "Employment
                  Period"), and will cooperate with the Company and its
                  affiliates in the prosecution of any such claims that may be
                  made by the Company or any affiliate. The Employee expressly
                  agrees to cooperate with the Company in the pursuit or defense
                  of any claims against or by any other employees, or former

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                  employees, of the Company regarding their employment or
                  termination of employment with the Company during the
                  Employment Period. The Employee agrees, unless precluded by
                  law, to promptly inform the Company if he is asked to
                  participate (or otherwise become involved) in any claims that
                  may be filed against the Company or any affiliate relating to
                  the Employment Period. The Employee also agrees, unless
                  precluded by law, to promptly inform the Company if he is
                  asked to assist in any investigation (whether governmental or
                  private) of the Company or any affiliate (or their actions)
                  relating to the Employment Period, regardless of whether a
                  lawsuit has then been filed against the Company or any
                  affiliate with respect to such investigation. Promptly upon
                  the receipt of the Employee's written request, the Company
                  agrees to reimburse the Employee for all reasonable
                  out-of-pocket expenses associated with such cooperation,
                  including travel expenses. The Company further agrees to
                  attempt in good faith to accommodate the Employee's schedule
                  with respect to such cooperation. This paragraph 8 shall not
                  apply to any action in which the Employee has an interest
                  which is adverse to the Company, and shall not preclude the
                  Employee from responding to an inquiry in an honest manner.

         9.       The Employee agrees that on and after the date of this
                  Agreement, he will not make any statement that disparages the
                  Company or its subsidiaries or affiliates or its shareholders
                  or their affiliates or any of their officers, directors or
                  employees and the Company agrees not to make any statement
                  which disparages the Employee; provided that the provisions of
                  this paragraph 9 shall not apply to testimony as a witness,
                  any disclosure required to be made by the Company, compliance
                  with other legal obligations, the assertion of or defense
                  against any claim of breach of this Agreement or the
                  Employee's statements or disclosures to officers or directors
                  of the Company, and shall not require either party to make
                  false statements or disclosures.

         10.      The Employee agrees that, except as may be required by the
                  lawful order of a court or agency of competent jurisdiction,
                  the Employee will keep the terms of this Agreement secret and
                  confidential until such time as the Company discloses the
                  Agreement pursuant to the requirements of applicable law.
                  Notwithstanding the foregoing provisions of this paragraph,
                  the Employee may disclose the contents of this Agreement to
                  his attorneys, accountants and financial advisors, and his
                  immediate family provided that the Employee takes steps that
                  are reasonably calculated to assure that such persons do not
                  further disclose the terms of this Agreement.

         11.      The Employee agrees to assign or cause to be assigned all
                  interests held by the Employee or any person or entity
                  affiliated with the Employee in Sunset KPT Investment, Inc. to
                  one or more employees of the Company as designated by the
                  Company's Board of Directors in consideration for Seven
                  Thousand Five Hundred Dollars ($7,500) and to execute such
                  documents as the Company may reasonably require in connection
                  therewith, provided that the Employee receives such
                  consideration on or before April 30, 2001. The Company agrees
                  to transfer to the Employee one of its corporate memberships
                  at MacGregor Downs Country Club for no additional
                  consideration on or before the date on which this Agreement
                  becomes final and binding pursuant to paragraph 18 below.

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         12.      The Company hereby releases the Employee from the restrictions
                  set forth in subparagraph 6(a)(i) of the Employment Agreement
                  (relating to noncompetition). Subject to the preceding
                  sentence, the Employee expressly acknowledges and agrees that
                  the Employee will continue to remain subject to the Covenants
                  and Confidential Information provisions of paragraph 6 of the
                  Employment Agreement, and further agrees that obligations
                  under such provisions are not limited in any way by this
                  Agreement or termination from employment with the Company. The
                  Employee agrees to promptly, but in no event later than the
                  date on which this Agreement becomes final and binding in
                  accordance with paragraph 18, return all records, manuals,
                  correspondence, notes, financial statements, computer
                  printouts and other documents and recorded material of every
                  nature (including copies thereof) that may be in the
                  Employee's possession or control dealing with Confidential
                  Information, as defined in the Employment Agreement, and all
                  other property of the Company in accordance with reasonable
                  procedures to be agreed to between the Employee and the
                  Company's general counsel. The Employee further agrees that
                  until September 1, 2001, he will not, without the consent of
                  the chief executive officer of the Company, which shall not be
                  unreasonably withheld, employ or solicit or attempt to solicit
                  for employment with or on behalf of any entity any employee of
                  the Company or any person who is employed by the Company on
                  the date hereof unless such person is involuntarily terminated
                  from employment by the Company.

         13.      Any payments under this Agreement, or other amounts under this
                  Agreement which are required to be treated as compensation,
                  shall be subject to applicable tax withholding and payroll
                  deductions at the lowest applicable statutory rates.

         14.      The Employee knowingly and voluntarily releases and forever
                  discharges the Company, its representatives, successors,
                  assigns, subsidiaries, parents, and shareholders and all of
                  their affiliates, directors, officers, employees, venture
                  capital investors, agents, and all trustees, administrators
                  and fiduciaries under any Company benefit plan (the "Company
                  Parties"), of and from any and all claims, known and unknown,
                  which the Employee, the Employee's family, heirs, executors,
                  administrators, successors, and assigns (the "Employee
                  Parties") ever had, now have or may have as of the date of
                  execution of this Agreement, for, upon, or by reason of any
                  matter, cause or thing whatsoever including, but not limited
                  to, any alleged violation of:(a) the Age Discrimination in
                  Employment Act of 1967, as amended; (b) Title VII of the Civil
                  Rights Act of 1964, as amended; (c) The Civil Rights Act of
                  1991; (d) Sections 1981 through 1988 of Title 42 of the United
                  States Code, as amended; (e) the Employee Retirement Income
                  Security Act of 1974, as amended; (f) The Immigration Reform
                  Control Act, as amended; (g) The Americans with Disabilities
                  Act of 1990, as amended; (h) The National Labor Relations Act,
                  as amended; (i) The Fair Labor Standards Act, as amended; (j)
                  The Occupational Safety and Health Act, as amended; (k) The
                  Family and Medical Leave Act of 1993; (l) any state
                  anti-discrimination law; (m) any state wage and hour law; (n)
                  any other local, state or federal law, regulation or
                  ordinance; (o) any public policy, contract, tort, or common
                  law; (p) the Employment Agreement; or (q) any allegation for
                  costs, fees, or other expenses including attorneys' fees
                  incurred in these matters. Notwithstanding, the

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                  foregoing, the Employee shall continue to be entitled to
                  indemnification in accordance with the Company's Articles of
                  Incorporation and By-Laws. Nothing herein shall limit the
                  payments to which the Employee is entitled as a shareholder of
                  the Company. Notwithstanding anything herein to the contrary,
                  the parties acknowledge that the Employee believes in good
                  faith that he is entitled, upon his termination of employment,
                  to monies and other consideration substantially in excess of
                  the monies and consideration agreed upon in this Agreement and
                  that the latter represents a settlement of claims which the
                  Employee is only willing to make on the express condition that
                  the payments set forth in this Agreement are fully and timely
                  made. In view of the preceding sentence, the parties agree
                  that if the Company fails to timely pay the amounts due under
                  the terms of this Agreement as of the date on which they
                  become due and such failure continues for five (5) business
                  days after delivery of written notices (the "Default Notices")
                  from Employee to the Company's chief executive officer and its
                  general counsel (which notices shall be delivered pursuant to
                  paragraph 23 below), each such payment shall be increased with
                  interest from the fifteenth day after the default at the rate
                  of 12% per annum, and all other payments to which the Employee
                  is entitled under this Agreement shall be immediately due and
                  payable.

         15.      The Company hereby releases the Employee Parties from any and
                  all claims known or unknown which the Company ever had, now
                  have or may have as of the date of execution of this Agreement
                  (a) for, upon or by reason of any stock option, restricted
                  stock repurchase right or dividend equivalents awarded to the
                  Employee or (b), other than any claim relating to or arising
                  out of the Employee's actions which are determined pursuant to
                  a final judicial determination to constitute fraud or criminal
                  activity, for, upon or by reason of any other matter, cause or
                  thing whatsoever including, without limitation, any claim
                  arising out of his employment with the Company or its
                  subsidiaries. The Company agrees that the payments to which
                  the Employee is entitled under this Agreement shall not be
                  subject to any offset or defenses arising out of any
                  obligations of the Employee to the Company or out of any
                  claims by the Company against the Employee and that the
                  Company shall not invoke any defenses in the event of
                  litigation by the Employee to enforce the obligation to make
                  such payments in full and shall not bring any declaratory or
                  other action with respect to such payments.

         16.      The Employee agrees to cooperate in good faith with the
                  general counsel of the Company for the purpose of determining
                  whether there is any material agreement between the Company
                  and any third party relating to any financing, sale,
                  acquisition, or transfer of the capital stock of or assets of
                  the Company, or any other agreement imposing material
                  liability on the Company, of which the general counsel is not
                  otherwise aware and as to which the Employee represented or
                  purported to represent the Company in negotiating the terms of
                  the agreement or was otherwise aware of the existence of such
                  agreement.

         17.      The Employee acknowledges that he was given twenty-one (21)
                  days to consider this Agreement, to consult with an attorney
                  and to decide whether or not to sign the Agreement.

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         18.      For a period of up to and including seven (7) days after the
                  date the Employee signs this Agreement the Employee may revoke
                  it entirely. No rights or obligations contained in this
                  Agreement shall become enforceable before the end of the 7-day
                  revocation period, at which time the Agreement shall become
                  final and binding.

         19.      This Agreement shall be binding upon each of the parties and
                  upon their respective heirs, administrators, representatives,
                  executors, successors and assigns, and shall inure to the
                  benefit of each party and to their heirs, administrators,
                  representatives, executors, successors, and assigns.

         20.      THE EMPLOYEE HAS BEEN ADVISED TO CONSIDER THIS AGREEMENT AND
                  HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR
                  TO EXECUTION OF THIS AGREEMENT. HAVING ELECTED TO EXECUTE THIS
                  AGREEMENT, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET
                  FORTH ABOVE, THE EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE
                  CONSIDERATION, DOES VOLUNTARILY ENTER INTO THIS AGREEMENT
                  INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS THE EMPLOYEE
                  AND EMPLOYEE PARTIES MAY HAVE AGAINST THE COMPANY AS PROVIDED
                  IN SECTION 14.

         21.      This Agreement shall be construed in accordance with the laws
                  of the State of North Carolina, without regard to the conflict
                  of law provisions of any state.

         22.      This Agreement reflects the entire agreement between the
                  Employee and the Company and, except as specifically provided
                  herein, supersedes all prior agreements and understandings,
                  written or oral relating to the subject matter hereof, it
                  being acknowledged, however, that the Employee shall continue
                  to have rights under the Exchange Agreement as modified
                  hereby.

         23.      Any notice pertaining to this Agreement shall be in writing
                  and shall be deemed to have been effectively given on the
                  earliest of (a) when received, (b) upon personal delivery to
                  the party notified, (c) one business day after delivery via
                  facsimile with electronic confirmation of successful
                  transmission, (d) one business day after delivery via an
                  overnight courier service or (e) three days after deposit with
                  the United Postal Service, and addressed as follows

                  to the Employee at:

                  108 Highcrest Court
                  Holly Springs, NC  27540

                  With a copy to:

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                  William A. Newman, Esq.
                  McGuireWoods LLP
                  9 W. 57th Street - Suite 1620
                  New York, New York  10019
                  Fax:  (212) 548-2150

                  to the Company at:

                  Chief Executive Officer
                  Konover Property Trust
                  3434 Kildaire Farm Road, Suite 200
                  Raleigh, NC  27606
                  Fax:  (919) 372-3250

                  with a copy to:

                  General Counsel
                  Konover Property Trust
                  3434 Kildaire Farm Road, Suite 200
                  Raleigh, NC  27606
                  Fax:  (919) 372-3259

         24.      This Agreement may not be modified or amended except by a
                  writing signed by the parties to this Agreement.

         25.      This Agreement may be signed in multiple counterparts, each of
                  which shall be deemed an original. Any executed counterpart
                  returned by facsimile shall be deemed an original executed
                  counterpart.

                                  * * * * * **

         IN WITNESS WHEREOF, this Separation Agreement and General Release has
been duly executed as of the Effective Date.


__________________________                  Date:  March ___, 2001
Patrick M. Miniutti


Konover Property Trust, Inc.


______________________________              Date:  March ___, 2001
By:
Title:

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