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                              EMPLOYMENT AGREEMENT


     AGREEMENT, made and entered into as of the 7th day of October, 1997, by and
among Highwoods Properties, Inc., a Maryland corporation, and Highwoods/Forsyth
Limited Partnership, of which Highwoods Properties, Inc. is the general partner,
(the "Company") and James R. Heistand, a resident of Windermiar, Florida (the
"Employee").

                             W I T N E S S E T H :

     WHEREAS, the Company desires to obtain the services of Employee, for its
own benefit and for the benefit of any existing and future Affiliated Company
(defined as any corporation or other business entity that directly or indirectly
controls, is controlled by, or is under common control with the Company), and
Employee desires to secure employment from the Company upon the following terms
and conditions;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree that the following provisions shall
constitute their agreement of employment:

     1. Employment. The Company hereby employs the Employee, and the Employee
hereby accepts employment with the Company, for the term set forth in Section 2
below, in the position and with the duties and responsibilities set forth in
Section 3 below, and upon the other terms and conditions hereinafter stated.

     2. Period of Employment. The term of this Agreement (the "Period of
Employment") shall commence on the date hereof and shall continue through the
earlier of the third anniversary of such date or the date of termination as
otherwise provided hereinafter. Subject to the provisions of Section 7, the
Company shall pay the Employee compensation as provided in Section 4 through the
end of the Period of Employment, and thereafter the Company's obligations
hereunder shall end.


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In the event that this Agreement expires and a new written agreement is not
entered into by the parties, the provisions of Sections 9 and 10 of this
Agreement will apply with respect to any continued employment of the Employee by
the Company or by any successor to the business of the Company.

     3.  Position; Duties; Extent of Services.

     (a) Duties; Position. The Employee shall serve initially as Vice President
         -Florida division of the Company, and he shall have responsibilities,
         duties and authorities and shall perform such services of an executive
         character as shall be designated from time to time by the Board of
         Directors of the Company (the "Board"), so long as such
         responsibilities, duties, authorities and services are consistent with
         his position described above and are to be performed in Orlando,
         Florida. The Company shall retain full direction and control of the
         means and methods by which Employee performs the above services.

     (b) Other Activities. Except upon the prior written consent of the Board,
         Employee, during the Period of Employment, will not (i) accept any
         other employment, or (ii) engage, directly or indirectly, in any other
         business activity (whether or not pursued for pecuniary advantage), in
         each case that is or may be competitive with, or that might place him
         in a competing position to that of the Company or any Affiliated
         Company with respect to the development, acquisition, operation,
         management or leasing of any industrial, office, research and
         development, or warehouse and distribution properties.

     4. Compensation. In consideration of the services to be rendered by the
Employee to the Company and in consideration of the Employee's other covenants
hereunder, the Employee will receive a base salary at the rate of $190,000 per
year, payable at such intervals as may be established


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by the Company from time to time for salary payments to its executive employees.
The Employee shall receive such salary increases and/or bonuses as the Board may
from time to time approve in its discretion. In no event, however, will the
Employee's gross annual salary be less than $190,000. The Employee shall also be
entitled to participate in such incentive compensation plans as the Company may
from time to time maintain for its executive employees generally with a bonus
percentage of up to 100% of base salary.

     5. Employee Benefits. The Employee will be entitled to participate, in
accordance with the provisions thereof, in the employee benefit plans (including
car allowance benefits) made available by the Company to its senior executive
employees generally and which plans as currently available are summarized on
Schedule A hereto. In the event of the death or total disability of the
Employee, the Employee or his estate or beneficiaries shall also be entitled to
benefits in accordance with Section 7 hereof.

     6. Business Expense Reimbursements. During the period of his employment
under this Agreement, the Employee will be entitled to reimbursement for all
reasonable, out-of-pocket expenses incurred by him in performing services
hereunder, including, but not limited to, an automobile allowance of $500 per
month and a cellular phone allowance up to $150 per month, provided that such
expenses are incurred in accordance with the applicable policies of the Company
for its executive employees generally. The Employee shall be entitled to such
reimbursement upon presentation by the Employee, from time to time, of an
itemized account of such expenses and appropriate documentation therefor.

     7. Termination of Employment.


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     (a) Death. In the event of the death of the Employee during his employment
         under this Agreement, the following payments shall be made to the
         Employee's designated beneficiary, or, in the absence of such
         designation, to the estate or other legal representative of the
         Employee: (i) his base salary for the month in which his death occurs,
         (ii) such bonuses (if any), determined on an annualized pro-rata basis,
         as has been earned by the Employee and not paid to him at the time of
         his death, and (iii) reimbursement of expenses pursuant to Section 6
         hereof. Any rights and benefits the Employee or his estate or any other
         person may have under employee benefit plans, incentive compensation
         plans, and programs of the Company generally in the event of the
         Employee's death shall be determined in accordance with the terms of
         such plans and programs. Except as provided in this Section 7, neither
         the Employee's estate nor any other person shall have any rights or
         claims arising out of wages or employee benefits against the Company in
         the event of the death of the Employee during his employment hereunder.

     (b) Long-Term Disability. In the event of the Employee's disability (as
         hereinafter defined) during his employment under this Agreement, the
         Period of Employment may be terminated by the Company. For the first
         six months following termination of employment due to disability, the
         Employee shall be paid his base salary at the rate in effect at the
         time of the commencement of disability. Thereafter, the Employee shall
         be entitled to benefits in accordance with and subject to the terms and
         provisions of the Company's long-term disability plan for executive
         employees, as in effect at the time of the commencement of disability.
         For purposes of this Agreement, "disability" shall have the same
         meaning as given that term under the Company's long-term disability
         plan for



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         executive employees, as in effect from time to time. Anything herein to
         the contrary notwithstanding, if, during the six-month period following
         a termination of employment under this Section 7(b) in which salary
         continuation payments are payable by the Company, the Employee becomes
         reemployed or otherwise engaged (whether as an employee, partner,
         consultant, or otherwise), any salary or other remuneration or benefits
         earned by him from such employment or engagement shall offset any
         payments due him under this Section 7(b). In the event of the
         Employee's disability, any rights and benefits the Employee may have
         under employee benefit plans, incentive compensation plans, and
         programs of the Company generally shall be determined in accordance
         with the terms of such plans and programs. Upon termination of the
         Employee's employment by reason of disability under this Section 7, the
         Employee shall be entitled, in addition to the other payments provided
         for in this Section 7, to payment of such bonuses (if any), determined
         on an annualized pro-rata basis, as may have been earned by the
         Employee and not paid to him at the time of such termination. Except as
         provided in Sections 5, 6 and 7, neither the Employee nor his estate,
         or any other person, shall have any rights or claims arising out of
         wages or employee benefits against the Company in the event of the
         termination of the Employee's employment by reason of disability.

     (c) Termination for Cause. Nothing herein shall prevent the Company from
         terminating the Period of Employment for Cause (as hereinafter
         defined). Upon termination for Cause, the Employee shall receive his
         base salary only through the date of termination, and neither the
         Employee nor any other person shall, except as provided in Section 6,
         be entitled to any further payments from the Company arising under this
         Agreement or as a


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         result of Employee's employment relationship with the Company (except
         as otherwise provided herein) for salary or unpaid bonuses. Any rights
         and benefits the Employee may have under employee benefit plans and
         programs of the Company generally following a termination of the
         Employee's employment for Cause shall be determined in accordance with
         the terms of such plans and programs. For purposes of this Agreement,
         termination for Cause shall mean (i) termination due to (y) willful or
         gross neglect of duties for which employed which is not cured within
         five (5) days of Employee's receipt of notice of such neglect, or (z)
         willful misconduct in the performance of duties for which employed, in
         either such instance so as to cause material harm to the Company, all
         such facts to be determined in good faith by the Board, (ii)
         termination due to the Employee's committing fraud, misappropriation or
         embezzlement in the performance of his duties as an employee of the
         Company, or (iii) termination due to the Employee's committing any
         felony for which he is convicted and which, as determined in good faith
         by the Board, constitutes a crime involving moral turpitude.


     (d) Termination by the Company Other than for Cause. Notwithstanding any
         other term or provision of this Agreement, the Company may terminate
         the Period of Employment at any time and for whatever reason it deems
         appropriate, or for no reason. In the event such termination by the
         Company occurs and is not due to disability as provided in Section 7(b)
         above or for Cause as provided in Section 7(c) above, the Employee
         shall be entitled to payment of his base salary, at the rate in effect
         at the time of such termination, until the later of the third
         anniversary of the date hereof, or the expiration of twelve months from
         the date of such termination; provided, however, that such salary
         continuation payments



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         shall cease in the event of the Employee's death prior to completion of
         such payments. The Employee shall also be entitled to such bonuses (if
         any), determined on an annualized pro-rata basis, as have been earned
         by the Employee and not paid to him at the time of such termination.
         Any rights and benefits the Employee may have under employee benefit
         plans and programs of the Company generally following a termination of
         the Employee's employment under the circumstances described in this
         Section 7(d) shall be determined in accordance with the terms of such
         plans and programs. Except as provided in Sections 5, 6 and 7(d),
         neither the Employee nor any other person shall have any rights or
         claims arising out of wages or employee benefits against the Company by
         reason of the termination of the Employee's employment under the
         circumstances described in this Section 7(d). In the event of a
         termination under this Section 7(d), any "lock-up provision" affecting
         any Class A Units or shares of the Company's common stock (the
         "Shares") held by Employee in the Company which is longer than one year
         from the date of issuance of such Class A Units or Shares to Employee
         shall be limited to one year from the date of issuance of such Class A
         Units or Shares to Employee.


     (e) By Employee For Good Reason. Employee may terminate, without liability,
         the Period of Employment for Good Reason (as defined below) upon ten
         (10) days' advance written notice to the Company. If Employee
         terminates his employment pursuant to this Section 7(e), the Employee
         shall be entitled to payment of his base salary, at the rate in effect
         at the time of such termination, until the later of the third
         anniversary of the date hereof, or the expiration of twelve months from
         the date of such termination; provided, however, that such salary
         continuation payments shall cease in the event of the Employee's death
         prior to



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         completion of such payments. The Employee shall also be entitled to
         such bonus (if any), determined on an annualized pro-rata basis, as has
         been earned by the Employee and not paid to him at the time of such
         termination. Any rights and benefits the Employee may have under
         employee benefit plans and programs of the Company generally following
         a termination of the Employee's employment under the circumstances
         described in this Section 7(e) shall be determined in accordance with
         the terms of such plans and programs. Except as provided in Section 5,
         6 and 7(e), neither the Employee nor any other person shall have any
         rights of claims arising out of wages or employee benefits against the
         Company by reason of the termination of the Employee's employment under
         the circumstances described in this Section 7(e). In the event of a
         termination under this Section 7(e), any "lock-up provision" affecting
         any Class A Units held by Employee which is longer than one year from
         the date of issuance of such Class A Units to Employee shall be limited
         to one year from the date of issuance of such Class A Units to
         Employee. Good Reason shall exist if: (i) there is an assignment to
         Employee of any duties materially inconsistent with or which constitute
         a material reduction in Employee's position, duties, responsibilities,
         or status with the Company, or a material reduction in Employee's
         reporting responsibilities, title or offices or a change in geographic
         location inconsistent with that established in Section 3(a); (ii) the
         Company acts in any way that would have a disproportionately material
         adverse effect on Employee's participation in or disproportionately and
         materially reduce Employee's benefit under any benefit plan of the
         Company in which Employee is participating or deprive Employee of any
         material fringe benefit enjoyed by Employee when compared to other
         executives of the Company except those plans which are based on and the
         benefits of which



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are related to the Employee's personal performance of his duties hereunder; or
(iii) any material breach of this Agreement by the Company.

     (f) Voluntary Termination by the Employee. At any time, Employee may
         terminate, without liability, the Period of Employment for any reason,
         by giving thirty (30) days advance written notice to the Company. If
         Employee terminates his employment pursuant to this Section 7(f), the
         Company shall have the option, in its complete discretion, to terminate
         Employee immediately without the running of the notice period. The
         Company shall pay Employee the compensation to which he is entitled
         pursuant to Section 4 through the end of the notice period, or through
         the day upon which early termination is elected pursuant to the
         foregoing sentence, and thereafter, all obligations of the Company
         hereunder shall terminate.

     8. Covenants Not to Compete.

     (a) Except as provided in Section 8(c), the Employee promises and agrees
         that, until the expiration of one year following the termination or
         expiration of the Period of Employment or while receiving any severance
         payments under Section 7(d) or (e), he will not for himself or any
         third party, directly or indirectly (i) engage in the development,
         operation, management or leasing of any industrial, office or
         distribution properties in any town, city, county, municipality or
         metropolitan area in Florida in which the Company is engaged in
         business at the time of such termination without the written consent of
         either the Chief Executive Officer or the Board, or (ii) interfere
         with, disrupt or attempt to disrupt the relationship, contractual or
         otherwise, between the Company and any third party, including but not
         limited to its employees, contractors, tenants and lessees.


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     (b) It is the desire and intent of the parties that the provisions of this
         Section 8 shall be enforced to the fullest extent permitted under the
         laws and public policies of each jurisdiction in which enforcement is
         sought. Accordingly, if any particular portion of this Section 8 shall
         be adjudicated to be invalid or unenforceable, such adjudication shall
         apply only with respect to the operation of that portion in the
         particular jurisdiction in which such adjudication is made, and all
         other portions shall continue in full force and effect.

     (c) It is expressly agreed that the provisions and covenants in Section
         8(a)(i) shall not apply and shall be of no force or effect in the event
         the Company terminates the Employee's employment under this Agreement
         and such termination is not due to disability or for Cause, or in the
         event the Employee terminates this Agreement for Good Reason under
         Section 7(e) above.

     (d) Notwithstanding anything to the contrary herein, if at any time after
         one year from the date hereof, James R. Heistand is not a member of the
         Board and such event is due neither to his voluntary resignation from
         the Board nor his voluntary decision not to stand for election or
         reelection, Employee may elect at any time thereafter to have the
         remaining term of his Period of Employment reduced to six months from
         the date of such election and likewise have the term of the covenant
         provided by Section 8(a)(i) above reduced to six months. However, for a
         period of one year following the termination of his Period of
         Employment under this Section 8(d), Employee shall not pursue, engage
         in, participate in or take advantage either of any existing or proposed
         corporate opportunity of the Company or any Affiliated Company at the
         date of termination of employment or any project or proposed project
         which was considered or under consideration for acquisition,
         management,



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         development, or joint venture by the Company during the twelve month
         period immediately preceding the date of the Employee's termination of
         employment without the prior written approval of Highwoods.

         9. Confidential Information: Rights to Materials.

         (a) Confidential Information. The Employee promises and agrees that he
     will not, either while in the Company's employ or at any time thereafter
     and without the Company's prior written consent, disclose to any person not
     employed by the Company, or not engaged to render services to the Company,
     or use, for himself or any other person, firm, corporation or entity, any
     confidential information of the Company obtained by him while in the employ
     of the Company, including, without limitation, any of the Company's
     methods, processes, techniques, practices, research data, marketing and
     sales information, personnel data, customer lists, financial data, plans,
     know-how, trade secrets, and proprietary information of the Company;
     provided, however, that this provision shall not preclude the Employee from
     use or disclosure of information known generally to the public (other than
     information known generally to the public as a result of a violation of
     this Section 9(a) by the Employee), from use or disclosure of information
     acquired by the Employee outside of his affiliation with the Company, from
     disclosure required by law or court order, or from disclosure or use
     appropriate and in the ordinary course of carrying out his duties as an
     employee of the Company.

         (b) Rights to Materials. The Employee further promises and agrees that,
     upon termination of his employment for whatever reason and at whatever
     time, he will not take with him, without the prior written consent of an
     officer authorized to act in the matter by



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     the Board, any records, files, memoranda, reports, customer lists,
     drawings, plans, sketches, documents, specifications, and the like (or any
     copies thereof) relating to the business of the Company or any of its
     current or future Affiliated Companies.

         10. Injunctive Relief. The Employee acknowledges and agrees that the
     Company would suffer irreparable injury in the event of a breach by him of
     any of the provisions of Section 8 or Section 9 of this Agreement and that
     the Company shall be entitled to an injunction restraining him from any
     breach or threatened breach thereof. The Employee further agrees that, in
     the event of his breach of any provision of Section 8 or 9 hereof, the
     Company shall be entitled to cease any payments otherwise due and payable
     to the Employee hereunder. Nothing herein shall be construed, however, as
     prohibiting the Company from pursuing any other remedies at law or in
     equity which it may have for any such breach or threatened breach of any
     provision of Section 8 or 9 hereof, including the recovery of damages from
     the Employee.

         11. Successors and Assigns. This Agreement shall be binding upon and
     shall inure to the benefit of the Employee and his personal
     representatives, estate and heirs and the Company and its successors and
     assigns, including without limitation any corporation or other entity to
     which the Company may transfer all or substantially all of its assets and
     business (by operation of law or otherwise) and to which the Company may
     assign this Agreement. The Employee may not assign this Agreement or any
     part hereof without the prior written consent of the Company, which consent
     may be withheld by the Company for any reason it deems appropriate.


         12. Entire Agreement. This Agreement contains the entire agreement of
     the parties with respect to the employment of the Employee by the Company
     and supersedes and replaces all other


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     understandings and agreements, whether oral or in writing, if any there be,
     previously entered into be the parties with respect to such employment.

         13. Amendment; Waiver. No provisions of this Agreement may be amended,
     modified or waived unless such amendment, modification or waiver is agreed
     to in writing and signed by the Employee and by a duly authorized officer
     of the Company. No waiver by either party of any breach by the other party
     of any provision of this Agreement shall be deemed a waiver of any other
     breach.

         14. Notices. Any notice to be given hereunder shall be in writing and
     delivered personally, or sent by certified mail or registered mail, postage
     prepaid, return receipt requested, addressed to the party concerned, if to
     the Company, at its principal office, and if to the Employee, at his home
     address.

         15. Severability. If any one or more of the provisions contained in
     this Agreement shall be invalid, illegal, or unenforceable in any respect
     under any applicable law, the validity, legality and enforceability of the
     remaining provisions shall not in any way be affected or impaired thereby.

         16. Withholding. Anything herein to the contrary notwithstanding, all
     payments made by the Company hereunder shall be subject to the withholding
     of such amounts relating to taxes as the Company may reasonably determined
     it should withhold pursuant to any applicable law or regulation.

         17. Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws and judicial decisions of the State of North
     Carolina.


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     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written. HIGHWOODS PROPERTIES, INC.


                                 By:      ____________________________________
                                 Title:   ____________________________________

                                 HIGHWOODS/FORSYTH LIMITED PARTNERSHIP

                                 By:      HIGHWOODS PROPERTIES, INC.,
                                          ITS GENERAL PARTNER


                                 By:      ____________________________________
                                 Title:   ____________________________________



                                 EMPLOYEE

                                 ____________________________________(SEAL)
                                 James R. Heistand





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