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                                                              EXHIBIT 10.15.1

                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

         This Registration Rights and Lock-up Agreement (this "Agreement") is
entered into as of October 12, 1994 by and among Summit Properties Inc., a
Maryland corporation (the "Company"), PK Partners, L.P., an Indiana limited
partnership ("PK Partners"), which contemporaneously herewith is to become a
partner of Summit Properties Partnership, L.P., a Delaware limited partnership
(the "Partnership"), and its successors and assigns (together with PK Partners,
the "Holders," or individually, a "Holder").

         WHEREAS, PK Partners is to receive contemporaneously herewith units of
limited partnership interest in the Partnership, issued without registration
under the Securities Act of 1933, as amended (the "Securities Act"), in
consideration for its sale to the Partnership of land pursuant to that certain
Contract for Purchase of Real Estate between the Company and PK Partners dated
as of February 8, 1994 and amendment thereto dated October 12, 1994
(collectively, the "Acquisition Agreement");

         WHEREAS, such Units may be redeemed for shares of the Company's common
stock, par value $.01 per share ("Common Stock"), issued without registration
under the Securities Act;

         WHEREAS, pursuant to that certain Lock-up Agreement among the Company
and those underwriters named therein dated February 8, 1994, the Company agreed
that it would not offer or sell any of its shares of Common Stock or Units until
February 8, 1995 without the prior written consent of Morgan Stanley & Co.
Incorporated ("Morgan Stanley"); and

         WHEREAS, it is a condition precedent to the closing of the Acquisition
Agreement that the Company provide PK Partners with the registration rights set
forth in Section 3 hereof.

         NOW, THEREFORE, in consideration of the foregoing, the mutual promises
and agreements set forth herein, and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

         1.       Certain Definitions.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "Person" shall mean an individual, partnership, corporation, trust, or
unincorporated organization, or a government or agency or political subdivision
thereof.


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         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, as amended or supplemented by
any prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Shares covered by such Registration Statement, and by
all other amendments and supplements to such prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

         "Registrable Shares" shall mean the Shares, excluding (i) Shares for
which a Registration Statement relating to the sale thereof shall have become
effective under the Securities Act and which have been disposed of under such
Registration Statement, (ii) Shares sold pursuant to Rule 144 under the
Securities Act or (iii) Shares eligible for sale pursuant to Rule 144(k) under
the Securities Act.

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all SEC, stock exchange or NASD registration and filing fees; (ii) all fees
and expenses incurred in connection with compliance with state securities or
"blue sky" laws (including reasonable fees and disbursements of counsel in
connection with "blue sky" qualification of any of the Registrable Shares and
the preparation of a Blue Sky Memorandum) and compliance with the rules of the
NASD; (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any
Prospectus, certificates and other documents relating to the performance of and
compliance with this Agreement; (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Shares on any
securities exchange or exchanges pursuant to Section 5 hereof; and (v) the fees
and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audit or "cold
comfort" letters required by or incident to such performance and compliance.
Registration Expenses shall specifically exclude underwriting discounts and
commissions relating to the sale or disposition of Registrable Shares by a
selling Holder, the fees and disbursements of counsel representing a selling
Holder, and transfer taxes, if any, relating to the sale or disposition of
Registrable Shares by a selling Holder, all of which shall be borne by such
Holder in all cases.

         "Registration Statement" shall mean any registration statement of the
Company and any other entity required to be a registrant with respect to such
registration statement pursuant to the requirements of the Securities Act which
covers any of the Registrable Shares on an appropriate form, and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all materials incorporated by reference therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "Shares" shall mean the shares of Common Stock issued or to be issued
to the Holder(s) upon redemption or in exchange for its or their Units.

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         2.       Lock-up Agreement.

         (a)      Each Holder hereby agrees that, except as set forth in 
Section 2(b) below, for one year from the date hereof (the "Lock-up Period"),
without the prior written consent of the Company, (and until February 8, 1995,
without the prior written consent of Morgan Stanley) it will not offer, sell,
contract to sell, hypothecate, pledge, grant an option, right or warrant to
purchase or otherwise dispose of, directly or indirectly (collectively "Sell"),
any Shares or Units (the "Lock-up").

         (b)      The following Sales of Shares and/or Units shall not be 
subject to the Lock-up set forth in Section 2(a):

                             (i) a Holder who is a natural person may Sell his
                  or her Shares or Units to his or her spouse, siblings, parents
                  or any natural or adopted children or other descendants or to
                  any personal trust in which any such family member or Holder
                  retains the entire beneficial interest;

                             (ii) a Holder that is a corporation, partnership,
                  joint venturer or other business entity may Sell its Shares or
                  Units to one or more Persons who have an ownership interest in
                  such Holder or to one or more other entities that are
                  wholly-owned and controlled, legally and beneficially, by such
                  Holder or by one or more of the Persons who have an ownership
                  interest in such Holder;

                             (iii) a Holder may Sell his or her Shares or Units
                  to his or her estate, executor, administrator or personal
                  representative or to his or her beneficiaries pursuant to a
                  devise or bequest or by laws of descent and distribution;

                             (iv) a Holder may Sell Shares or Units as a gift or
                  other transfer without consideration; and

                             (v) the Holder may Sell Shares or Units pursuant to
                  a pledge, grant of security interest or other encumbrance
                  effected in a bona fide transaction with an unrelated and
                  unaffiliated pledgee;

provided, however, that in the case of any transfer of Shares or Units pursuant
to clauses (i), (ii), (iv) and (v), the transferring Holder shall, at the
request of the Company, provide evidence satisfactory to the Company that the
transfer is exempt from the registration requirements of the Securities Act.

In the event any Holder Sells any Shares or Units pursuant to Section 2(b), such
Shares or Units shall remain subject to this Agreement and, as a condition of
the validity of such disposition, the transferee shall be required to execute
and deliver a counterpart of this Agreement (except that a pledgee shall not be
required to execute and deliver a counterpart of

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this Agreement until it forecloses upon such Shares or Units). Thereafter, such
transferee shall be deemed to be a Holder for purposes of this Agreement.

         3.       Registration.

         (a)      Demand Registration. Subject to the conditions set forth in 
this Agreement, at any time after the later of (i) one year from the date of the
closing of the Acquisition Agreement, or (ii) the date as of which the Company
first becomes eligible to use a Form S-3 Registration Statement to register any
outstanding Registrable Shares, the Company shall, at the written request of a
Holder who is unable to sell its Registrable Shares pursuant to Rule 144(k)
under the Securities Act, cause to be filed as soon as practicable after the
date of such request by such Holder a Registration Statement under Rule 415
under the Securities Act relating to the sale by the Holder of all of the
Registrable Shares held by such Holder in accordance with the terms hereof, and
shall use reasonable efforts to cause such Registration Statement to be declared
effective by the SEC as soon as practicable thereafter. The Company may, in its
sole discretion, elect to file the Registration Statement before receipt of
notice from any Holder. The Company agrees to use reasonable efforts to keep the
Registration Statement continuously effective until the earlier of (i) six (6)
months thereafter, or (ii) the date on which such Holder no longer holds any
Registrable Shares.

         (b)      Piggyback Registration. If at any time while any Registrable 
Shares or Units are outstanding (without any obligation to do so) the Company
proposes to file a registration statement under the Securities Act with respect
to an offering of Common Stock solely for cash (other than a registration
statement (i) on Form S-8 or any successor form to such Form or in connection
with any employee or director welfare, benefit or compensation plan, (ii) on
Form S-4 or any successor form to such Form or in connection with an exchange
offer, (iii) in connection with a rights offering exclusively to existing
holders of Common Stock, (iv) in connection with an offering solely to employees
of the Company or its subsidiaries, or (v) relating to a transaction pursuant to
Rule 145 of the Securities Act), whether or not for its own account, the Company
shall give prompt written notice of such proposed filing to each Holder. The
notice referred to in the preceding sentence shall offer each Holder the
opportunity to register any amount of Registrable Shares as such Holder may
request (a "Piggyback Registration"). Subject to the provisions of Section 4
below, the Company shall include in such Piggyback Registration, in the
registration and qualification for sale under the blue sky or securities laws of
the various states and in any underwriting in connection therewith, all
Registrable Shares for which the Company has received written requests for
inclusion therein within fifteen (15) calendar days after the notice referred to
above has been given by the Company to each Holder. Each Holder of Registrable
Shares shall be permitted to withdraw all or part of its Registrable Shares from
a Piggyback Registration at any time prior to the effective date of such
Piggyback Registration. If a Piggyback Registration is an underwritten primary
registration on behalf of the Company and the managing underwriter advises the
Company that the total number of shares of Common Stock requested to be included
in such registration exceeds the number of shares of Common Stock which can be

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sold in such offering, the Company will include in such registration in the
following priority: (i) first, all shares of Common Stock the Company proposes
to sell, (ii) second, up to the full number of shares of Common Stock requested
to be included in such registration by certain stockholders of the Company
pursuant to that certain Continuing Investor Registration Rights Agreement among
the Company and the stockholders named therein dated February 8, 1994, and (iii)
third, up to the full number of Registrable Shares requested to be included in
such registration by any Holders which, in the case of clauses (ii) and (iii),
in the opinion of such managing underwriter, can be sold without adversely
affecting the price range or probability of success of such offering (with
Registrable Shares allocated pro rata among the Holders on the basis of the
total number of Registrable Shares requested to be included in such registration
by all such Holders).

         (c)      The Company shall notify each Holder of the effectiveness of 
any Registration Statement and shall furnish to each Holder the number of copies
of such Registration Statement (including any amendments, supplements and
exhibits), the Prospectus contained therein (including each preliminary
prospectus and all related amendments and supplements) and any documents
incorporated by reference in such Registration Statement or such other documents
as such Holder may reasonably request in order to facilitate its sale of the
Registrable Shares in the manner described in such Registration Statement.

         (d)      The Company shall prepare and file with the SEC from time to 
time such amendments and supplements to any Registration Statement and
Prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all the Registrable Shares
until the earlier of (i) such time as all of the Registrable Shares have been
disposed of in accordance with the intended methods of disposition by the
Holders as set forth in such Registration Statement or (ii) the date on which
such Registration Statement ceases to be effective in accordance with the terms
of this Section 3. Upon five (5) business days' notice, the Company shall file
any supplement or post-effective amendment to such Registration Statement with
respect to the plan of distribution or such Holder's ownership interests in
Registrable Shares that is reasonably necessary to permit the sale of the
Holder's Registrable Shares pursuant to the Registration Statement. The Company
shall file any necessary listing applications or amendments to the existing
applications to cause the Shares registered under any Registration Statement to
be then listed or quoted on the primary exchange or quotation system on which
the Common Stock is then listed or quoted.

         (e)      The Company shall promptly notify each Holder of, and confirm 
in writing, (i) the receipt by the Company of any request by the SEC for
amendments or supplements to any Registration Statement or the Prospectus
related thereto or for additional information, and (ii) the filing of any
Registration Statement or any Prospectus, amendment or supplement related
thereto or any post-effective amendment to any Registration Statement and the
effectiveness of any post-effective amendment.

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         (f)      At any time when a Prospectus relating to a Registration 
Statement is required to be delivered under the Securities Act, the Company
shall immediately notify each Holder of the happening of any event as a result
of which the Prospectus included in such Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. In such event, the Company shall promptly prepare and furnish to
each Holder a reasonable number of copies of a supplement to or an amendment of
such Prospectus as may be necessary so that, as thereafter delivered to the
purchasers of Registrable Shares, such Prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading. The Company will, if
necessary, amend the Registration Statement of which such Prospectus is a part
to reflect such amendment or supplement.

         4.       State Securities Laws. Subject to the conditions set forth in 
this Agreement, the Company shall, in connection with the filing of any
Registration Statement hereunder, file such documents as may be necessary to
register or qualify the Registrable Shares under the securities or "Blue Sky"
laws of such states as any Holder may reasonably request, and the Company shall
use its best efforts to cause such filings to become effective; provided,
however, that the Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any such state in which it is not
then qualified or to file any general consent to service of process in any such
state. Once effective, the Company shall use its best efforts to keep such
filings effective until the earlier of (a) such time as all of the Registrable
Shares have been disposed of in accordance with the intended methods of
disposition by the Holder as set forth in the Registration Statement, (b) in the
case of a particular state, a Holder has notified the Company that it no longer
requires an effective filing in such state in accordance with its original
request for filing or (c) the date on which the Registration Statement ceases to
be effective in accordance with Section 3. The Company shall promptly notify
each Holder of, and confirm in writing, the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Shares for sale under the securities or "Blue Sky" laws of any
jurisdiction or the initiation or threat of any proceeding for such purpose.

         5.       Expenses. The Company shall bear all Registration Expenses 
incurred in connection with the registration of the Registrable Shares pursuant
to this Agreement, except that each Holder shall be responsible for any
brokerage or underwriting commissions and taxes of any kind (including, without
limitation, transfer taxes) with respect to any disposition, sale or transfer of
Registrable Shares sold by it and for any legal, accounting and other expenses
incurred by it.

         6.       Indemnification by the Company. The Company agrees to 
indemnify each Holder and its respective officers, directors, employees, agents,
representatives and affiliates, and each person or entity, if any, that controls
such Holder within the meaning of the

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Securities Act, and each other person or entity, if any, subject to liability
because of his, her or its connection with such Holder, and any underwriter and
any person who controls the underwriter within the meaning of the Securities Act
(each an "Indemnitee") against any and all losses, claims, damages, actions,
liabilities, costs and expenses (including without limitation reasonable fees,
expenses and disbursements of attorneys and other professionals), joint or
several, arising out of or based upon any violation by the Company of any rule
or regulation promulgated under the Securities Act applicable to the Company and
relating to any action or inaction required of the Company in connection with
any Registration Statement or Prospectus, or upon any untrue or alleged untrue
statement of material fact contained in the Registration Statement or any
Prospectus, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, provided
that the Company shall not be liable to such Indemnitee or any person who
participates as an underwriter in the offering or sale of Registrable Shares or
any other person, if any, who controls such underwriter within the meaning of
the Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof), cost or expense
arises out of or is based upon (i) an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with information regarding such
Indemnitee or its plan of distribution or ownership interests which was
furnished to the Company for use in connection with the Registration Statement
or the Prospectus contained therein by such Indemnitee or (ii) such Indemnitee's
failure to send or give a copy of the final prospectus furnished to it by the
Company through no fault of the Company at or prior to the time such action is
required by the Securities Act to the person claiming an untrue statement or
alleged untrue statement or omission or alleged omission if such statement or
omission was corrected in such final prospectus.

         7.       Covenants of Holder(s). Each Holder hereby agrees (a) to 
cooperate with the Company and to furnish to the Company all such information
concerning its plan of distribution and ownership interests with respect to its
Registrable Shares in connection with the preparation of the Registration
Statement and any filings with any state securities commissions as the Company
may reasonably request, (b) to deliver or cause delivery of the Prospectus
contained in the Registration Statement to any purchaser of the shares covered
by the Registration Statement from the Holder and (c) to indemnify the Company,
its officers, directors, employees, agents, representatives and affiliates, and
each person, if any, who controls the Company within the meaning of the
Securities Act, and each other person, if any, subject to liability because of
his connection with the Company, against any and all losses, claims, damages,
actions, liabilities, costs and expenses arising out of or based upon (i) any
untrue statement or alleged untrue statement of material fact contained in
either a Registration Statement or the Prospectus contained therein, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, if and to the extent
that such statement or omission occurs from reliance upon and in conformity with
written

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information regarding the Holder, its plan of distribution or its ownership
interests, which was furnished to the Company by the Holder expressly for use
therein unless such statement or omission was corrected in writing to the
Company not less than five (5) business days prior to the date of the final
prospectus (as supplemented or amended, as the case may be) or (ii) the failure
by the Holder to deliver or cause to be delivered the Prospectus contained in
the Registration Statement (as amended or supplemented, if applicable) furnished
by the Company to the Holder to any purchaser of the shares covered by the
Registration Statement from the Holder through no fault of the Company.

         8.       Suspension of Registration Requirement.

         (a)      The Company shall promptly notify each Holder of, and confirm 
in writing, the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose. The Company shall use its best efforts to obtain the
withdrawal of any order suspending the effectiveness of the Registration
Statement at the earliest possible moment.

         (b)      Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use its best efforts
to cause the Registration Statement and any filings with any state securities
commission to become effective or to amend or supplement the Registration
Statement shall be suspended in the event and during such period as unforeseen
circumstances exist (including without limitation (i) an underwritten primary
offering by the Company if the Company is advised by the underwriters that sale
of Registrable Shares under the Registration Statement would have a material
adverse effect on the primary offering or (ii) pending negotiations relating to,
or consummation of, a transaction or the occurrence of an event that would
require additional disclosure of material information by the Company in the
Registration Statement or such filing, as to which the Company has a bona fide
business purpose for preserving confidentiality or which renders the Company
unable to comply with SEC requirements) (such unforeseen circumstances being
hereinafter referred to as a "Suspension Event") that would make it impractical
or unadvisable to cause the Registration Statement or such filings to become
effective or to amend or supplement the Registration Statement, but such
suspension shall continue only for so long as such event or its effect is
continuing but in no event will that suspension exceed ninety (90) days. The
Company shall notify each Holder of the existence and, in the case of
circumstances referred to in clause (i) of this Section 8(b), nature of any
Suspension Event.

         (c)      Each Holder of Registrable Shares whose Registrable Shares are
covered by a Registration Statement filed pursuant to Section 3 agrees, if
requested by the Company in the case of a Company-initiated nonunderwritten
offering or if requested by the managing underwriter or underwriters in a
Company-initiated underwritten offering, not to effect any public sale or
distribution of any of the securities of the Company of any class included in
such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A
under the Securities Act (except as part of such Company-initiated
registration), during the 15-day period

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prior to, and during the 60-day period beginning on, the date of effectiveness
of each Company-initiated offering made pursuant to such Registration Statement,
to the extent timely notified in writing by the Company or the managing
underwriters; provided, however, that such 60-day period shall be extended by
the number of days from and including the date of the giving of any notice
pursuant to Section 3(e) or (f) hereof to and including the date when each
seller of Registrable Shares covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by
Section 3(f) hereof.

         9.       Black-Out Period. Following the effectiveness of the 
Registration Statement and the filings with any state securities commissions,
each Holder agrees that it will not effect any sales of the Registrable Shares
pursuant to the Registration Statement or any such filings at any time after it
has received notice from the Company to suspend sales as a result of the
occurrence or existence of any Suspension Event or so that the Company may
correct or update the Registration Statement or such filing. Each Holder may
recommence effecting sales of the Shares pursuant to the Registration Statement
or such filings following further notice to such effect from the Company, which
notice shall be given by the Company not later than five (5) days after the
conclusion of any such Suspension Event.

         10.      Additional Shares. The Company, at its option, may register, 
under any registration statement and any filings with any state securities
commissions filed pursuant to this Agreement, any number of unissued shares of
Common Stock of the Company or any shares of Common Stock of the Company owned
by any other stockholder(s) of the Company.

         11.      Contribution. If the indemnification provided for in Sections 
6 and 7 is unavailable to an indemnified party with respect to any losses,
claims, damages, actions, liabilities, costs or expenses referred to therein or
is insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Indemnitee, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Indemnitee, on the other hand, shall be determined by reference to, among other
factors, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the Company
or by the Indemnitee and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, however, that in no event shall the obligation of any indemnifying
party to contribute under this Section 11 exceed the amount that such
indemnifying party would have been obligated to pay by way of indemnification if
the indemnification provided for under Sections 6 or 7 hereof had been available
under the circumstances.

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         The Company and each of the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 11 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph.

         Notwithstanding the provisions of this Section 11, no Holder shall be
required to contribute any amount in excess of the amount by which the gross
proceeds from the sale of shares exceeds the amount of any damages that the
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission. No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any indemnifying party who was not guilty
of such fraudulent misrepresentation.

         12.      No Other Obligation to Register. Except as otherwise expressly
provided in this Agreement, the Company shall have no obligation to the Holders
to register the Registrable Shares under the Securities Act.

         13.      Amendments and Waivers. The provisions of this Agreement may 
not be amended, modified, or supplemented or waived without the prior written
consent of the Company and the Holders of in excess of fifty percent (50%) of
the aggregate of all Registrable Shares and, in the case of Sections 2 and 20
hereof, without the prior written consent of Morgan Stanley.

         14.      Notices. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the respective parties at
the following addresses (or at such other address for any party as shall be
specified by like notice, provided that notices of a change of address shall be
effective only upon receipt thereof), and further provided that in case of
directions to amend the Registration Statement pursuant to Section 3(d) or
Section 7, a Holder must confirm such notice in writing by overnight express
delivery with confirmation of receipt:

                  If to the Company:        Summit Properties Inc.
                                            212 South Tryon Street, Suite 500
                                            Charlotte, North Carolina  28281
                                            Attn:  Michael G. Malone, Esq., 
                                                   Senior Vice President,
                                                   Secretary and General Counsel
                                            Telecopy:  (704) 333-6114

                  with a copy to:           Goodwin, Procter & Hoar
                                            Exchange Place
                                            Boston, MA 02109

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                                            Attn:  Gilbert G. Menna, P.C.
                                            Telecopy:  (617) 523-1231

                  If to the Holders:        As listed on the applicable 
                                            Holder Signature Page

In addition to the manner of notice permitted above, notices given pursuant to
Sections 3, 8 and 9 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.

         15.      Successors and Assigns. This Agreement shall be binding upon 
and inure to the benefit of the parties hereto and their respective successors
and assigns. This Agreement may not be assigned by any Holder and any attempted
assignment hereof by any Holder will be void and of no effect and shall
terminate all obligations of the Company hereunder; provided that any Holder may
assign its rights hereunder to any person to whom such Holder may Sell Shares
and/or Units pursuant to Section 2(b) hereof.

         16.      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         17.      Governing Law. This Agreement shall be governed by and 
construed in accordance with the laws of the State of Maryland applicable to
contracts made and to be performed wholly within said State.

         18.      Severability. In the event that any one or more of the 
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

         19.      Entire Agreement. This Agreement is intended by the parties 
as a final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

         20.      Third Party Beneficiary. Morgan Stanley shall be a third party
beneficiary or intended beneficiary to the agreement made by the Holders
pursuant to Section 2 hereof and shall have the right to enforce such agreement
directly to the extent it deems such enforcement necessary or desirable to
protect its rights hereunder.

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

                                        SUMMIT PROPERTIES INC.


                                        By:  /s/ Michael G. Malone
                                             ---------------------------------
                                             Name:  Michael G. Malone
                                             Title: Senior Vice President




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                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
                              HOLDER SIGNATURE PAGE

                                        Holder:

                                        PK PARTNERS, L.P.


                                        By:  /s/ Phillip N. Larman
                                             ---------------------------------




                                        Address for Notice:

                                        PK Partners
                                        156 East Market Street, #1212
                                        Indianapolis, Indiana  46254
                                        Attn: Phillip N. Larman
                                              --------------------------------

                                        Phone Number:

                                                     (317) 635-8888
                                        --------------------------------------



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<PAGE>   14

                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
                              HOLDER SIGNATURE PAGE

                                        Holder:



                                        --------------------------------------

                                        Print Name:



                                        Address for Notice:

                                        --------------------------------------
                                        --------------------------------------
                                        --------------------------------------
                                        --------------------------------------

                                        Phone Number:

                                        --------------------------------------



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