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                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into
on this ____ day of ___________, 1996, ("Effective Date") by and between WILLIAM
B. HAMILTON, an individual resident of the State of Georgia (the "Executive"),
SUMMIT PROPERTIES INC., a Maryland corporation, and SUMMIT MANAGEMENT COMPANY, a
Maryland corporation. Summit Properties Inc. and Summit Management Company are
referred to herein collectively as the "Company";


                              W I T N E S S E T H:
                              --------------------


         WHEREAS, the Company desires to employ Executive, and Executive desires
to be employed by the Company on the terms and conditions contained in this
Agreement;

         NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement,
intending to be legally bound, hereby agree as follows:



                                   SECTION 1.

                                   Employment
                                   ----------

         Subject to the terms of this Agreement, the Company hereby employs
Executive, and Executive hereby accepts such employment with the Company.
Executive initially shall serve as an officer of the Company in the
capacity(ies) of Executive Vice President, Property Services of Summit
Properties Inc. and President of Summit Management Company and initially shall
have the duties, rights and responsibilities normally associated with such
positions consistent with the Bylaws of Summit Properties Inc. and Summit
Management Company, respectively, together with such other reasonable duties
relating to the operation of the business of the Company and its affiliates as
may be assigned to him from time to time by the Board of Directors of Summit
Properties Inc. (the "Board") or as may otherwise be provided in such Bylaws.
Executive shall devote his full business time, skills and best efforts to
rendering services on behalf of the Company and its affiliates and shall
exercise such care as is customarily required by executives undertaking similar
duties for entities similar to the Company.


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                                   SECTION 2.

                             Compensation; Expenses
                             ----------------------

         2.1 Base Salary. Commencing on the Effective Date, the Company shall
pay Executive during the term of Executive's employment under this Agreement, a
base salary equal to $173,000.00 per annum (the "Base Salary"), which amount
shall be subject to adjustment, if any, in accordance with this Section 2.1. The
Compensation Committee of the Board (the "Committee") shall review Executive's
Base Salary on an annual basis, and the Committee upon such review and in its
sole discretion, may increase or decrease Executive's Base Salary by an amount
which the Committee deems appropriate in light of the Company's and Executive's
performance during the period covered by such review; provided, however, that
Executive's Base Salary shall not be reduced below One Hundred Seventy-Three
Thousand Dollars ($173,000) per annum. The Base Salary, less all applicable
withholding taxes, shall be paid to Executive in accordance with the payroll
procedures in effect with respect to officers of the Company.

         2.2 Incentive Compensation. In addition to the Base Salary payable to
Executive pursuant to Section 2.1 and any special compensatory arrangements 
which the Committee provides for Executive, effective as of the Effective Date,
Executive shall be entitled to participate in any incentive compensation plans
in effect with respect to senior executive officers of the Company, with the
criteria for Executive's participation in such plans to be established by the
Committee in its sole discretion.

         2.3. Stock Options. Executive shall be entitled to participate in
employee stock option plans from time to time established for the benefit of
employees of the Company in accordance with the terms and conditions of such
plans.

         2.4 Expenses. Executive shall be reimbursed for all reasonable
business-related expenses incurred by Executive at the request of or on behalf
of the Company, including but not limited to reimbursement of those relocation
expenses incurred by Executive as set forth on the attached Exhibit "A" hereto.

         2.5. Participation in Employee Benefit Plans. Executive shall be
entitled to participate in such medical, dental, disability, hospitalization,
life insurance, profit sharing and other benefit plans as the Company shall
maintain from time to time for the benefit of executive officers of the Company,
on the 



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terms and subject to the conditions set forth in such plans. In addition, during
the term of this Agreement, Executive shall be entitled to a comprehensive
annual physical performed, at the company's expense, by the physician or medical
group of Executive's choosing.

         2.6. Vacation. In addition to Company holidays, Executive shall receive
such paid vacation time each year during the term of this Agreement consistent
with vacation policies of the Company for its executive officers. Said paid
vacation time shall initially be three weeks. Any unused vacation days in any
year may not be carried over to subsequent years, and Executive shall receive no
additional compensation for any unused vacation days.

         2.7. Perquisites. Executive shall be entitled to receive such
individual perquisites as are consistent with the Company's policies applicable
to its executive officers.


                                   SECTION 3.

                               Term of Employment
                               ------------------

         3.1. Term of Employment. Unless earlier terminated in accordance with
Section 3.2, the employment of Executive under this Agreement shall commence 
as of the Effective Date, and shall continue up to, but not including, the
second anniversary of such date (the "Original Term"). Following the Original
Term, the employment relationship under this Agreement shall automatically
continue unless and until terminated in accordance with Section 3.2.

         3.2 Termination. Executive's employment under this Agreement may be
terminated

                  (a) by the Company upon the death of Executive (which shall be
         referred to as a "Death Termination") or total disability of Executive
         (total disability meaning the inability of Executive to perform his
         normal required services under this Agreement for a period of six
         consecutive months during the term of this Agreement by reason of
         Executive's mental or physical disability, as determined by the Board
         in good faith in its sole discretion) (which shall be referred to as a
         "Disability Termination"); or


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                  (b) by the Company for "cause," which shall exist only upon
         the occurrence of one or more of the following: (i) Executive is
         convicted of, pleads guilty to, or confesses to any felony or any act
         of fraud, misappropriation or embezzlement which has an immediate and
         materially adverse effect on the Company, as determined by the Board in
         good faith in its sole discretion, (ii) Executive engages in a
         fraudulent act to the material damage or prejudice of the Company or
         any affiliate of the Company or in conduct or activities materially
         damaging to the property, business or reputation of the Company or any
         affiliate of the Company, all as determined by the Board in good faith
         in its sole discretion, (iii) any material act or omission by Executive
         involving malfeasance or negligence in the performance of Executive's
         duties to the Company to the material detriment of the Company, as
         determined by the Board in good faith in its sole discretion, which has
         not been corrected by Executive within thirty (30) days after written
         notice from the Company of any such act or omission, (iv) failure by
         Executive to comply in any material respect with the terms of this
         Agreement or any written policies or directives of the Board as
         determined by the Board in good faith in its sole discretion, which has
         not been corrected by Executive within thirty (30) days after written
         notice from the Company of such failure, or (v) material breach by
         Executive of that certain noncompetition agreement between Executive
         and the Company of even date herewith (the "Noncompetition Agreement")
         as determined by the Board in good faith in its sole discretion (which
         shall be referred to individually and collectively as a "For Cause
         Termination"); or

                  (c) by the Company for any reason other than a For Cause
         Termination, Death Termination or Disability Termination and after
         giving 90 days' prior written notice to Executive (which shall be
         referred to as a "No Cause Termination"); or

                  (d) by Executive voluntarily for any reason other than an
         Employee-Initiated Termination (as defined in Section 3.2(e)) at any 
         time after the Original Term and after giving 90 days' prior written 
         notice to the Company (which shall be referred to as a "Voluntary
         Termination"); or

                  (e) by Executive for "cause", which shall exist upon the
         occurrence of either of the following, provided that in either case the
         Board has not corrected such material reduction described below within
         thirty (30) days after 



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         written notice by Executive of such material reduction: (i) there is a
         material reduction in Executive's duties, rights or responsibilities
         under this Agreement without his consent, or (ii) there is a material
         decrease in the aggregate value of Executive's compensation and
         benefits package from the Company without his consent, other than a
         reduction in Executive's Base Salary that is permitted under the
         provisions of Section 2.1 and other than a reduction in compensation,
         including but not limited to a reduction in Base Salary as permitted
         under the provisions of Section 2.1, and/or benefits affecting a broad
         group of employees of the Company as determined by the Board in good
         faith in its sole discretion (which shall be referred to as an
         "Employee-Initiated Termination").

                                    SECTION 4.

                              Result of Termination
                              ---------------------

         4.1. For Cause Termination or Termination Following Original Term. If
Executive's employment under this Agreement is terminated as a result of a For
Cause Termination, Executive shall not thereafter be entitled to receive any
Base Salary for periods following such termination; provided, however, that
Executive shall be entitled to receive any Base Salary which may be owed to
Executive but is unpaid as of the date on which Executive's employment is
terminated.

         4.2 Termination As Result of No Cause Termination or Employee-Initiated
Termination During Original Term. If Executive's employment under this Agreement
is terminated as a result of a No Cause Termination or an Employee-Initiated
Termination during the Original Term, Executive shall be entitled to receive (i)
any Base Salary which may be owed to Executive but is unpaid as of the date on
which Executive's employment is terminated and (ii) his Base Salary as in effect
on the date of such termination for a twelve month period. If Executive's
employment under this agreement is terminated as a result of a No Cause
termination or an employee initiated termination, subsequent to the Original
Term, Executive shall be entitled to receive (i) any base salary which may be
owed to Executive that was unpaid as of the date on which Executive's employment
is terminated, and (ii) his base salary as in effect on the date of such
termination for a six month period. The payment of such Base Salary pursuant to
clause (ii) of the preceding sentences shall be made at such intervals in
accordance with the Company's payroll procedures in effect from time to time
with respect to 



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officers of the Company but no less frequently than monthly. In addition, in the
event of Executive's death following a No Cause Termination or an
Employee-Initiated Termination, any Base Salary payable to Executive under this
Section 4.2 and not yet paid on the date of Executive's death shall be paid to
Executive's designated beneficiary, if any, or if none, his surviving spouse or,
if none, his estate (collectively, the "Beneficiary"). Such payments shall be
made to the Beneficiary at such times as would otherwise have been payable to
Executive under this Section 4.2; provided, however, that the Company may in its
discretion pay such Base Salary to the Beneficiary in a lump sum payment in an
amount determined in accordance with the methodology set forth in subsection (B)
of Section 4.3.

         4.3. Termination as a Result of a Death Termination or a Disability
Termination During Original Term. If Executive's employment under this Agreement
is terminated as a result of a Death Termination or Disability Termination
during the Original Term, (i) Executive (or, in the case of a Death Termination,
Executive's Beneficiary as defined in Section 4.2) shall be entitled to receive
any Base Salary which may be owed to Executive but is unpaid as of that date on
which Executive's employment is terminated, and (ii) Executive (or, in the case
of a Death Termination, Executive's Beneficiary as defined in Section 4.2) shall
receive Executive's Base Salary for a period of twelve months. In addition, the
following provisions shall apply:

         (A)      If payment of Base Salary is to be made under clause (ii) of
                  this Section 4.3 due to a Disability Termination, such Base
                  Salary shall be paid at such intervals in accordance with the
                  Company's payroll procedures in effect from time to time with
                  respect to officers of the Company but no less frequently than
                  monthly, and such Base Salary shall be offset by any amounts
                  payable to Executive under any long-term disability plan
                  sponsored by the Company or its affiliates. In the event of
                  Executive's death following a Disability Termination, any Base
                  Salary payable to Executive under this Section 4.3 (taking
                  into account the offset described above, if any) and not yet
                  paid on the date of Executive's death shall be paid to
                  Executive's Beneficiary. Such payments shall be made to the
                  Beneficiary at such times as would otherwise have been payable
                  to Executive under this subsection (A); provided, 



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                  however, that the Company may in its discretion pay such Base
                  Salary to the Beneficiary in a lump sum payment in an amount
                  determined in accordance with the methodology set forth in
                  subsection (B) of this Section 4.3.

         (B)      In the event of a Death Termination, payments to the
                  Beneficiary shall be made in a single lump sum as soon as
                  practical after Executive's death. The amount of such lump sum
                  shall be equal to the present value, determined using a 9%
                  interest rate, of the total amount of Base Salary payable to
                  the Beneficiary pursuant to this Section 4.3 and not yet paid
                  on the date of Executive's death.

         4.4. Employee Benefit Plans and Incentive Compensation and Other
Compensatory Arrangements. The benefits, if any, payable to or on behalf of
Executive upon his termination of employment from the Company under any employee
benefit plan or incentive compensation or other compensatory arrangement shall
be governed by the terms and conditions for benefit payments set forth in such
plans and arrangements.


                                   SECTION 5.

                                  Miscellaneous
                                  -------------

         5.1. Binding Effect. This Agreement shall inure to the benefit of and
shall be binding upon Executive and his executor, administrator, heirs, personal
representative and assigns, and the Company and its successors and assigns;
provided, however, that Executive shall not be entitled to assign or delegate
any of his rights or obligations hereunder without the prior written consent of
Company; and further provided that the Company shall not be entitled to assign
or delegate any of its rights or obligations hereunder except to a corporation,
partnership or other business entity that is, directly or indirectly, controlled
by or under common control with Summit Properties Inc.

         5.2. Construction of Agreement. No provision of this Agreement or any
related document shall be construed against or interpreted to the disadvantage
or any party hereto by any court or other governmental or judicial authority by
reason of such party having or being deemed to have structured or drafted such
provision.


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

         5.4. Survival of Agreements. All covenants and agreements made herein
shall survive the execution and delivery of this Agreement and the termination
of Executive's employment hereunder for any reason.

         5.5 Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         5.6 Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to be given when delivered
personally or mailed first class, registered or certified mail, postage prepaid,
in either case, addressed as follows:

                           (a)      If to Executive:

                                    William B. Hamilton
                                    300 Powers Place
                                    Marietta, GA  30067

                           (b)      If to the Company, addressed to:

                                    Summit Properties Inc.
                                    212 South Tryon Street, Suite 500
                                    Charlotte, North Carolina 28281
                                    Attn:  Michael G. Malone

         5.7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         5.8. Entire Agreement. This Agreement, together with the Noncompetition
Agreement, constitutes the entire agreement of the parties with respect to the
subject matter hereof and upon the Effective Date, will supersede and replace
all prior agreements, written and oral, between the parties hereto or with
respect to the subject matter hereof other than that letter agreement from
William F. Paulsen to William B. Hamilton dated November 25, 1996 attached
hereto as Exhibit "B". This Agreement 



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may be modified only by a written instrument signed by each of the parties
hereto.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                       SUMMIT PROPERTIES INC.

                                       By:______________________________
                                          Name:  William F. Paulsen
                                          Title:  President


                                       SUMMIT MANAGEMENT COMPANY


                                       By:______________________________
                                          Name:  William F. Paulsen
                                          Title:  Vice President

                                       Collectively, the "Company"


                                       _____________________________[SEAL]
                                       William B. Hamilton

                                       "Executive"


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