CONSULTING AGREEMENT


         THIS  AGREEMENT is made and entered  into as of April 1, 2000,  by and
between  Homestead  Village  Incorporated (the "Company") and David C. Dressler,
Jr. (the "Consultant").

         WHEREAS the Company desires to engage the Consultant's expertise and
experience in a consulting capacity; and

         WHEREAS  the  Consultant  desires to render  services to the Company as
provided herein, under the terms and conditions set out below;

         THEREFORE,  the Company hereby engages the services of the  Consultant,
and in consideration of the mutual promises  contained herein, the parties agree
as follows:

         1. Term. The term of this Consulting  Agreement (the "Agreement") shall
be a  twelve-month  period,  beginning  on April 1, 2000 and ending on March 31,
2001. This Agreement may be terminated earlier as provided in Section 4.

         2.  Services.   The  Consultant  shall  provide  professional  services
("Services") to the Company.  Services shall consist of advice and  consultation
with   respect  to  the   marketing   and  sale  of  the   Company's   remaining
land-held-for-sale  listed on Schedule A and certain developed properties of the
Company listed on Exhibit A (collectively  the  "Properties"),  and oversight of
the  construction  of  an  expansion  of  an  existing   facility  at  Milpitas,
California,  all under the direction of C. Ronald Blankenship,  Interim Chairman
of the Company, and engaging in other projects as directed by Mr. Blankenship or
the  Company.  Such  advice  shall  include:  (a)  advice on the  pricing of the
Properties;  (b) introductions to potential  purchasers for the Properties;  (c)
introductions  to, and providing advice on, the selection of real estate brokers
to market the  Properties;  (d) advice on the terms of sale for the  Properties,
such advice to be provided during initial contract negotiations and with respect
to any amendments to the contract so negotiated; (e) advice on the acceptability
of offers received with respect to the Properties; (f) advice on any consultants
required to be retained in connection  with sale of the  Properties,  including,
without   limitation,   local   counsel,   development  or  land  use  advisors,
environmental  consultants,  soils engineers,  surveyors,  title company, escrow
agents;  (g) assistance in evaluating the performance of prospective  purchasers
of their contractual  obligations and whether to exercise any seller termination
rights under any pending  contract,  and (h) such other advice as Consultant and
the Company shall deem  appropriate in connection with the marketing and sale of
the Properties.  Notwithstanding the foregoing,  the ultimate responsibility for
making all decisions  regarding the marketing and sale of the  Properties  shall
remain with the Company and shall be subject to the approval of Mr.  Blankenship
and James C. Potts, Executive Vice President of the Company.

                  2.1.  Services  shall be performed  in a prompt and  efficient
         manner to the reasonable  satisfaction  of the Company.  The Consultant
         may provide Services at the Company's office in Atlanta, Georgia, or in
         such other Company  office as mutually  agreed,  and the Consultant may
         utilize the Company's  equipment and administrative  support located at
         that office.

                  2.2. The Consultant  shall devote such time to the performance
         of the Services under this Agreement as is reasonably  necessary to the
         satisfactory  performance thereof. The Consultant shall provide regular
         written  reports to Messrs.  Blankenship and Potts on the status of the
         marketing and sale of the Properties.

                  2.3. The Consultant  shall, in providing such Services,  abide
         by all federal and/or state laws and regulations applicable to both the
         Company and the Consultant.


<PAGE>

                  2.4. The Company  reserves the right to change the  Properties
         on Schedule A at any time during the term of this  Agreement,  provided
         that such changes  shall not result in the  Consultant  being paid less
         than the amount outlined in Section 4.

         3. Fees.  For the Services to be rendered  pursuant to this  Agreement,
the Consultant shall be paid a monthly consulting fee of $40,000 ("Monthly Fee")
(which shall be netted  against  future  Transaction  Fees  described in Section
3.1),  payable on the last day of each month. In addition to the Monthly Fee and
the Transaction Fees,  Consultant shall be entitled to receive  reimbursement of
any direct business  expenses  incurred by Consultant for the Services  provided
(e.g.,  cellular phone,  business  travel and other normal  business  expenses).
Under this  Agreement,  the Company  shall not be obligated to provide nor shall
the  Consultant  be entitled to receive any vacation,  sick leave,  or any other
benefits provided by the Company to its employees.

                  3.1.  The   Consultant   shall  be  paid  a  transaction   fee
         ("Transaction Fee") on the sale of all properties listed on Schedule A.
         It is anticipated by the parties that the "Gross  Receipts" (as defined
         below) from the sale of such Properties will be between $90 million and
         $100 million. The Consultant's  Transaction Fee will be 1% of the first
         $90 million of Gross Receipts from the sale of such Properties,  and 2%
         of  Gross  Receipts  in  excess  of $90  million  from the sale of such
         Properties. "Gross Receipts" shall mean the net sales price received by
         the Company for such  Properties,  excluding  the first 2% of the gross
         sales price paid to a third-party  broker. The Transaction Fees will be
         earned on any  Properties  which are  sold,  or under  either a binding
         agreement  for sale or a binding  letter of intent,  on or before March
         31,  2001,  and  which  close.  All  Transaction  Fees  earned  will be
         reconciled monthly and will be paid on the first day of July,  October,
         January and April during the term of this  Agreement.  Any Monthly Fees
         paid prior to payment of any Transaction Fees will be deducted from the
         Transaction Fees.

                  3.2. The Company may terminate the Agreement without Cause (as
         defined  below) at any time after  September  30, 2000,  as provided in
         Section 4. If the Company  terminates the Agreement without Cause after
         September  30,  2000,  then the  Company  will pay the  Consultant  the
         greatest of (a) $360,000,  or (b) 80% of the total  commission value of
         contracted  properties  and "bona fide  offers" (as  defined  below) on
         Properties listed on Schedule A, or (c) the unpaid Transaction Fees due
         on properties  listed on Schedule A sold or under  contract at the date
         of  termination  and which  close.  A "bona fide offer" means a written
         offer on a  designated  Property  at 100% or greater  of the  allocated
         value of that  Property  shown on Schedule A on  reasonable  commercial
         terms.  Any Monthly Fees or Transaction  Fees paid to the Consultant at
         the time of  termination  of the  Agreement  in excess of this  minimum
         amount shall be retained by the Consultant.


                  3.3. For the Services rendered pursuant to this Agreement, the
         Consultant shall be solely responsible for and pay all state,  federal,
         and local taxes  applicable  to the Monthly Fees and  Transaction  Fees
         paid.  Additionally,   for  the  Services  rendered  pursuant  to  this
         Agreement, the Company shall not be obligated to pay for any premium of
         insurance  under  which  the  Consultant  may be  entitled  to  receive
         coverage under any group  hospitalization  or medical plan or insurance
         plan or policy maintained by the Company.

                  3.4. Monthly Fees, Transaction Fees and expense reimbursements
         under this  Agreement  shall be made payable to Consultant and shall be
         mailed to  Consultant  at 1876 Beach Avenue,  Atlantic  Beach,  Florida
         32233.

         4.  Termination of Agreement.  Either party may  immediately  terminate
this  Agreement if Cause exists.  Additionally,  the  Consultant may at any time
immediately  terminate  this  Agreement upon two (2) weeks written notice to the
Company,  and after  September 30, 2000, the Company may  immediately  terminate
this Agreement upon two (2) weeks' written notice to the Consultant. If there is
any time period between the date either party gives notice of the termination of
this  Agreement and the date of termination  of this  Agreement,  the Consultant
must continue to perform Services under this Agreement, must return any files or
property belonging to the Company, must work with the Company in determining the
status  of  projects  and must  assist  the  Company  in making  any  transition
reasonably  necessary as a result of the termination of this  Agreement.  If the
Agreement is  terminated by the Company for Cause or by the  Consultant  without
Cause, the Consultant  shall be paid the Monthly Fee and any unpaid  Transaction
Fees,  net of all Monthly Fees  actually  paid,  through the end of the month in
which  termination  occurs,  and the  Company  shall  have no  further  monetary
obligations to the Consultant under the Agreement.


<PAGE>

                  4.1. As used in this Agreement, the term "Cause" is defined as
any of the following:

                  a. The Consultant's  willful  malfeasance towards the Company,
                  conviction of a felony, or commission of fraud or embezzlement
                  against the Company,  including  but not limited to any act or
                  acts  of  personal  dishonesty  taken  by the  Consultant  and
                  intended to result in the material personal  enrichment of the
                  Consultant at the expense of the Company; or

                  b.  An  act or  omission  of the  Consultant  involving  gross
                  negligence or willful misconduct, or the Consultant's material
                  misrepresentation   or  failure  to  report  to  the   Company
                  concerning   material   information   within   the   areas  of
                  Consultant's responsibilities hereunder; or

                  c. A breach by either party of any provision in this Agreement
                  after a reasonable opportunity to cure such breach.

         5. Covenant Not To Compete. The Consultant agrees that, during the term
of this Agreement,  Consultant will not, directly or indirectly,  either through
any kind of ownership or as a director,  officer, agent, employee or consultant,
engage in any business that competes with the Company.

         6.  Independent  Contractor.  The  Consultant  shall be an  independent
contractor  and not an  employee  or agent of the  Company  for  purposes of the
Services performed pursuant to this Agreement.

                  6.1.  The  Consultant  shall  have no  authority,  express  or
         implied,  to bind  the  Company  and  shall  not  hold  himself  out as
         representing  the Company in any manner,  as an employee,  agent, or in
         any other capacity, except upon the consent of the Company.

         7.  Conflict  of  Interest.  During  the  term of this  Agreement,  the
Consultant shall not use the relationship between the Consultant and the Company
in any manner that adversely  affects the Company and shall not act on behalf of
himself  or  others in any  manner  that  conflicts  with the  interests  of the
Company.

         8.  Confidential  Information.  The Consultant  understands  and agrees
that,  prior to his  engagement  as a  consultant  and  during  the term of this
Agreement,  the Consultant  has had and will have access to certain  proprietary
information  belonging to the Company,  which information  includes  information
designated as confidential by the Company and not generally known by non-Company
personnel  (all  such  information  shall  be  hereafter   referred  to  as  the
"Confidential  Information").  The Company desires to protect such  Confidential
Information  from  subsequent  use or disclosure by the  Consultant or any other
person or entity acting in concert with the  Consultant.  The Consultant  agrees
that,  during  the term of this  Agreement  and  after  the  expiration  of this
Agreement,  the Consultant shall not use Confidential  Information  belonging to
the Company for the  Consultant's own purposes or for the purposes of any person
or entity other than the Company and shall not  disclose  any such  Confidential
Information to non-Company  personnel  except as required in connection with the
Consultant's  duties under this Agreement,  without the prior written consent of
the  Company.  The  obligations  set forth in this  Section 8 shall  survive the
termination of the Consultant's consulting relationship with the Company created
by this  Agreement  and shall be fully  enforceable  by the Company at all times
thereafter.

         9. Indemnification.  The Company hereby agrees to indemnify, defend and
hold  harmless  Consultant,  from and  against any and all  expenses  (including
attorney's fees) as incurred,  judgments,  fines,  taxes,  penalties and amounts
paid in settlement  actually and reasonably incurred by Consultant in connection
with any threatened,  pending or completed action,  suit or proceeding,  whether
civil, criminal, administrative, or investigative, by reason of the fact that he
is or was a consultant to the Company or is or was serving at the request of the
Company as a consultant.

         10. Entire Agreement,  Amendment. This Agreement constitutes the entire
agreement  between  the  parties  with  respect to the  matters  covered by this
Agreement, and may not be modified or amended in any way except by a subsequent,
written agreement signed by both parties.

         11. Waiver of Breach.  The waiver by either party of any breach of this
Agreement  shall not be  deemed a waiver of any other  breach of the same or any
other provision of this Agreement.

         12.  Assignment.  Except as provided  below,  Consultant may not assign
this Agreement or any of his duties or obligations hereunder to any other person
without  the  Company's  prior  written  consent.  Consultant  may  assign  this
Agreement to any entity controlled by Consultant, provided that entity agrees to
be bound by the terms and conditions of this Agreement.

         13.  Legal  Construction.  In the  event  that  any  one or more of the
provisions  contained  in this  Agreement  shall  for any  reason  be held to be
invalid, illegal, or unenforceable in any respect, such invalidity,  illegality,
or  unenforceability  shall  not  affect  any  other  such  provisions  and this
Agreement  shall be  construed as if such  invalid,  illegal,  or  unenforceable
provision had not been contained herein.

         14.  Successors.  This Agreement shall be binding upon and inure to the
benefit of both parties, the Company's successors and assigns, as well as to the
Consultant's heirs, administrators, executors and legal representatives.

         15.  Governing  Law. The validity,  interpretation,  and effect of this
Agreement  and of any of its  respective  terms  or  provisions,  as well as the
rights and duties of the parties hereunder, shall be governed by the laws of the
State of  Georgia.  The  parties  agree that venue in an action to enforce  this
Agreement  will lie in Fulton  County,  Georgia,  and that  neither  party  will
challenge  venue if a lawsuit  to  enforce  this  Agreement  is  brought in such
county.



<PAGE>



         EXECUTED this           day of _______, 2000.


                                  HOMESTEAD VILLAGE INCORPORATED


                                   By:

                                   Name:  C. Ronald Blankenship

                                   Title: Interim Chairman and CEO



                                   CONSULTANT



                                   David C. Dressler, Jr.