Exhibit 10.1
                              EMPLOYMENT AGREEMENT




         THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between BNP Residential Properties, Inc. (the "Company"), and Phililp S. Payne
(the "Executive"), effective as of August 1, 2005 (the "Effective Date").

         WHEREAS, the Company desires to insure the availability the Executive's
services, and the Executive is willing to render his services, all on the terms
and conditions of this Agreement;

         NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the Company and the Executive agree as follows:

1.       Employment.  On the terms and conditions  set forth in this  Agreement,
         the Company hereby employs the Executive during the Employment Term (as
         defined in Section 2) as the Chairman of the Company, and the Executive
         hereby accepts such employment.

2.       Term. This Agreement shall be effective for a term which shall commence
         on the Effective  Date and shall  continue  until  terminated by either
         party by providing at least three (3) years prior  written  notice (the
         "Notice Period") of the effective date of such termination to the other
         party (the "Employment Term").

3.       Duties of Executive.  The Executive  agrees to undertake the duties and
         responsibilities  inherent  in the  position  of  Chairman,  which  may
         encompass  different or additional duties as may, from time to time, be
         reasonably  assigned by the Company's Board of Directors (the "Board of
         Directors"),  and the duties  and  responsibilities  undertaken  by the
         Executive  may be  reasonably  altered or modified from time to time by
         the Board of Directors,  provided, however, that the Executive's duties
         and responsibilities shall be no less than those traditionally inherent
         in the  position  of  Chairman.  The  Executive  agrees to abide by the
         rules, regulations,  instructions,  personnel practices and policies of
         the  Company  and  any  changes  thereof  that  are  applicable  to the
         employees of the Company in general. During the Employment Term, except
         as approved by the Company's Board of Directors (including any approval
         given before the date of this Agreement), the Executive will devote his
         full  business time and efforts to the business of the Company and will
         not  engage in  consulting  work or any trade or  business  for his own
         account or for or on behalf of any other  person,  firm or  corporation
         that competes,  conflicts or materially interferes with the performance
         of his  duties  hereunder  in any way.  The  Executive  may  engage  in
         non-competitive   personal  or  charitable  activities  for  reasonable
         periods of time each month so long as such  activities do not interfere
         with the Executive's responsibilities under this Agreement.

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4.       Compensation and Benefits.

         4.1.     Base  Salary.  During the  Executive's  employment  under this
                  Agreement,  the  Executive  shall  receive a base salary at an
                  annual rate of $300,000.00, payable in cash in accordance with
                  the Company's  payroll practices  generally  applicable to the
                  Company's  senior  executives  (the "Base  Salary").  The Base
                  Salary shall be subject to increases,  in the sole  discretion
                  of the Board of  Directors  or a  committee  appointed  by the
                  Board of  Directors,  at such  times  as  salary  reviews  are
                  conducted generally for the Company's senior executives.

         4.2.     Annual Bonus.  During the  Executive's  employment  under this
                  Agreement,  in the sole  discretion of the Board of Directors,
                  the  Company  may pay to the  Executive  an  annual  bonus (an
                  "Annual Bonus"). The terms, conditions and amount of an Annual
                  Bonus,  if any,  shall be determined by the Board of Directors
                  or a committee appointed by the Board of Directors in its sole
                  and absolute discretion.

         4.3.     Stock-Based  Compensation.  During the Executive's  employment
                  under this  Agreement,  the  Executive  shall be  eligible  to
                  participate in such incentive stock plans as may be maintained
                  by the Company  from time to time for senior  executives.  The
                  Executive's   awards  under  such  plan,  if  any,   shall  be
                  determined  by the  administrator  of the plan.  The Executive
                  shall be granted  70,000  restricted  shares of the  Company's
                  common  stock,  par value  $0.01 per share  ("Common  Stock"),
                  pursuant  to the  Company's  Amended and  Restated  1994 Stock
                  Option and Incentive Plan, as amended May 19, 2005 (the "Stock
                  Incentive  Plan"),  subject to the terms and conditions of the
                  Restricted Stock Agreement attached hereto as Exhibit A.

         4.4.     Benefit Plans. During the Employment Term, the Executive shall
                  be entitled to (i)  participation in such employee  retirement
                  and welfare benefit plans, programs, policies and arrangements
                  as  maintained  by the  Company  from time to time,  provided,
                  however,  the  Company  shall pay 100% of the cost of coverage
                  under the Company's  health  insurance  plan for the Executive
                  and the eligible  family  members of the  Executive  under the
                  health insurance plan; (ii) reasonable  vacation allowed on an
                  annual  basis  consistent  with  the  Executive's  duties  and
                  responsibilities,  provided,  however,  that any vacation time
                  accrued  but not used  during a calendar  year shall not carry
                  forward  from  year to year;  (iii)  paid  holidays,  leave of
                  absence,  leave  for  illness,  funeral  leave  and  temporary
                  disability  leave  in  accordance  with  the  policies  of the
                  Company; and (iv) perquisites as from time to time provided by
                  the Company to its senior executives.

         4.5.     Life Insurance. The Company will pay for an annually renewable
                  term life insurance policy, based on standard rates, on behalf
                  of the Executive in the amount of $1,500,000,  and the Company
                  will pay any  Federal,  state or local  income and  employment
                  taxes incurred by the Executive as a result of such payment by
                  the Company. In the event the Executive does not qualify for a
                  standard  rate  life  insurance  policy,  at  the  Executive's
                  election either (i) the


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                  Company shall reduce the amount of the benefit provided to the
                  Executive  to the  extent  necessary  for the cost of the life
                  insurance  policy  to the  Company  to  equal  the  cost  of a
                  standard  rate  policy,  or  (ii)  the  Executive  may pay the
                  difference  between  the  actual  cost  of the  policy  to the
                  Company and the cost of a standard  rate policy.  The Company,
                  in its sole discretion,  may review and increase the amount of
                  such insurance  policy upon each  anniversary of the Effective
                  Date.

         4.6.     Expenses.   During  the  Executive's   employment  under  this
                  Agreement,  the Company  shall  reimburse  the  Executive  for
                  ordinary and reasonable out-of-pocket expenses incurred by the
                  Executive in the  performance of the  employment  duties under
                  this  Agreement,  provided that the Executive shall account to
                  the Company for such expenses in accordance  with the employee
                  business expense policies and practices of the Company.

5.       Termination of Employment.

         5.1.     Dismissal  without  Cause  and  Resignation  for Good  Reason,
                  During the Employment Term.

                  5.1.1.   Dismissal  without  Cause.  The Company may terminate
                           the  Executive's  employment  under this Agreement at
                           any time during the Employment Term without Cause (as
                           defined in Section  5.1.4) by giving  written  notice
                           thereof to the  Executive at least 30 days before the
                           effective  date  of  such   termination.   Upon  such
                           termination,  the Executive  shall be entitled to the
                           compensation as provided in Sections 5.1.3 and 5.3 of
                           this Agreement.

                  5.1.2.   Resignation  for  Good  Reason.   The  Executive  may
                           terminate his employment  under this Agreement at any
                           time during the  Employment  Term for Good Reason (as
                           defined in Section  5.1.5) by giving  written  notice
                           thereof to the  Company  at least 30 days  before the
                           effective date of such termination. Such notice shall
                           specify in  reasonable  detail the Good Reason  based
                           upon which the  Executive  intends to  terminate  his
                           employment.  Upon  such  termination,  the  Executive
                           shall be entitled to such compensation as provided in
                           Sections 5.1.3 and 5.3 of this Agreement.

                  5.1.3.   Payment upon  Termination  without  Cause or for Good
                           Reason.  If the  Executive's  employment  under  this
                           Agreement is terminated  during the  Employment  Term
                           either  by  the  Company  without  Cause  or  by  the
                           Executive for Good Reason,  and such  termination  is
                           not in  connection  with a  Change  in  Control,  the
                           Executive shall be entitled to the following:

                           A.       As   consideration   for   the   Executive's
                                    obligations under the restrictive  covenants
                                    set  forth  in  Section  7, a cash  lump sum
                                    payment,  paid  within  30  days  after  the
                                    effective date of termination,  equal to (1)
                                    the "Severance Period," which shall be

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                                    equal to the  lesser  of (x) the  number  of
                                    whole and fractional  years remaining in the
                                    Employment  Term, and (y) the Notice Period,
                                    times  (2) the  sum of (i)  the  Executive's
                                    Base Salary in effect immediately before the
                                    date  written  notice  of  termination   was
                                    given,  and (ii) the  average  annual  bonus
                                    (whether   paid  under  this   Agreement  or
                                    otherwise)   determined   and  paid  to  the
                                    Executive  for the three  years  immediately
                                    preceding   the  date   written   notice  of
                                    termination  was  given,  or,  if as of such
                                    date the  Executive has been employed by the
                                    Company  for less  than  three  years,  such
                                    shorter period as to which the Executive has
                                    been both  employed  and eligible to receive
                                    an annual bonus.

                           B.       During the Severance Period, or, if earlier,
                                    until the Executive becomes re-employed with
                                    another employer, the Company shall continue
                                    to   provide   health,   dental,   life  and
                                    disability   insurance   benefits   to   the
                                    Executive on terms and  conditions  at least
                                    equal  to  those   which   would  have  been
                                    provided to the Executive in accordance with
                                    the plans and programs described in Sections
                                    4.4(i)  and  4.5 of  this  Agreement  if the
                                    Executive's    employment   had   not   been
                                    terminated.    In   the   event   that   the
                                    Executive's  participation  in any such plan
                                    or program is barred by  applicable  law, or
                                    in the  Company's  discretion  such benefits
                                    cannot be provided  without  adverse  income
                                    tax  consequences  to  the  Company  or  the
                                    Executive,  the  Company  shall  arrange  to
                                    provide   the   Executive    with   benefits
                                    substantially  similar  to those  which  the
                                    Executive would otherwise have been entitled
                                    to receive  under  such  plans and  programs
                                    from  which   continued   participation   is
                                    barred.

                           C.       Accelerated vesting of the outstanding but
                                    unvested restricted shares evidenced by the
                                    Restricted Stock Agreement attached hereto
                                    as Exhibit A, as provided therein.

                           D.       Accelerated vesting of any outstanding but
                                    unvested Company stock options and shares of
                                    restricted stock of the Company issued to
                                    the Executive during the Employment Term
                                    (other than those evidenced by the
                                    Restricted Stock Agreement attached hereto
                                    as Exhibit A), such that the number of
                                    restricted shares that would have become
                                    vested and the number of option shares that
                                    would have become vested and exercisable
                                    during the Severance Period if the Executive
                                    had been continuously employed during that
                                    period shall become vested as of the
                                    effective date of the Executive's
                                    termination.

                           E.       With respect to each dividend record date
                                    occurring during the Severance Period, a
                                    cash payment equal to the ordinary dividend

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                                    that would have been payable to Executive
                                    with respect to any share of restricted
                                    stock of the Company granted to the
                                    Executive that is forfeited upon Executive's
                                    termination of employment. Subject to
                                    Section 8 hereof, such cash payment will be
                                    made on the same day, or as soon as
                                    practicable after, the corresponding
                                    dividend is paid to shareholders.

                  5.1.4.   Definition of "Cause." "Cause" means:

                           A.       a   deliberate   or   intentional   material
                                    misrepresentation  by the  Executive  in the
                                    Executive's relations with the Company;

                           B.       the  commission  of a crime by the Executive
                                    which  constitutes a felony or a misdemeanor
                                    which involves moral  turpitude or which has
                                    a material  adverse  effect on the  Company,
                                    its business, reputation or interests;

                           C.       a  material   breach  of  any   contract  or
                                    agreement  between  the  Executive  and  the
                                    Company  (including  this  Agreement)  or  a
                                    material   breach  by  the  Executive  of  a
                                    fiduciary  duty  or  responsibility  to  the
                                    Company, which has not been cured within the
                                    time periods (if any) specified by the Board
                                    of Directors;

                           D.       the  Executive's  abuse of drugs or  alcohol
                                    which  affects  the  Executive's  ability to
                                    perform the  Executive's  duties  under this
                                    Agreement or otherwise; or

                           E.       the willful,  negligent or wanton misconduct
                                    of the  Executive  which results in material
                                    damage  to  the   Company,   its   business,
                                    reputation or interests.

                  5.1.5.   Definition of "Good  Reason." "Good Reason" means any
                           of  the  following  if  implemented  by  the  Company
                           without the Executive's written consent and not cured
                           or  corrected  by the  Company  within 30 days  after
                           notice  thereof by the Executive to the Company under
                           Section 5.1.2:

                           A.       an   assignment  to  the  Executive  of  any
                                    duties,     responsibilities    or    status
                                    materially and adversely  inconsistent with,
                                    or  which   constitute  a  material  adverse
                                    change in, the Executive's current position,
                                    duties,  responsibilities or status with the
                                    Company;

                           B.       a material adverse change in the Executive's
                                    current reporting responsibilities, title or
                                    office;

                           C.       a   reduction   by   the   Company   of  the
                                    Executive's Base Salary;

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                           D.       a material  violation of the  provisions  of
                                    Sections 4.3, 4.4 or 4.5 of this  Agreement;
                                    or

                           E.       a change in the  Executive's  principal work
                                    location by more than 50 miles.

                           The determination of the amount of any compensation
                           and benefits or other payments to be paid or provided
                           to or in respect of the Executive under this
                           Agreement shall be made without regard to any
                           reduction therein constituting Good Reason.

         5.2.     Death,  Disability,  Termination  for  Cause or  without  Good
                  Reason or Termination at the End of the Employment Term.

                  5.2.1.   Dismissal  for Cause.  The Company may  terminate the
                           Executive's employment under this Agreement for Cause
                           at any time during the Employment  Term by (i) giving
                           written notice thereof to the Executive specifying in
                           reasonable  detail the basis for the Cause upon which
                           the  Company  intends to  terminate  the  Executive's
                           employment,  and (ii) effecting such termination by a
                           majority  vote of the  non-management  members of the
                           Board of Directors. The effect of such termination is
                           provided in Section 5.2.4.

                  5.2.2.   Resignation  without Good Reason.  The  Executive may
                           terminate  the  Executive's   employment  under  this
                           Agreement  without Good Reason at any time during the
                           Employment  Term by giving  written notice thereof to
                           the  Company at least 30 days  before  the  effective
                           date of such termination,  which notice may be waived
                           in  whole  or in  part  by the  Company  in its  sole
                           discretion.   The  effect  of  such   termination  is
                           provided in Section 5.2.4.

                  5.2.3.   Termination upon Death or Disability.  This Agreement
                           shall  terminate  automatically  upon the Executive's
                           death.  If the Company  determines in good faith that
                           the  Executive  has a  Disability  as defined in this
                           Section,  the Company may  terminate  his  employment
                           under  this  Agreement  by  notifying  the  Executive
                           thereof at least 30 days before the effective date of
                           termination.   For   purposes   of  this   Agreement,
                           "Disability"  shall mean any  medically  determinable
                           physical or mental  impairment which  has  lasted for
                           a continuous  period of not less than 180 days and
                           which renders the Executive  unable to perform the
                           Executive's material duties under this Agreement.  If
                           there  is  any  dispute  between  the  parties as to
                           the Executive's Disability, the Company shall  select
                           or approve a physician whose determination as to the
                           Executive's  Disability shall bind the parties
                           hereto.  The effect of a termination due to the
                           Executive's death or Disability is provided in
                           Section 5.2.4.

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                  5.2.4.   Effect of Dismissal  for Cause,  Resignation  without
                           Good Reason,  Termination upon Death or Disability or
                           Termination at the End of the Employment Term. If the
                           Executive's   employment   under  this  Agreement  is
                           terminated at any time during the Employment  Term by
                           the Company for Cause, by the Executive  without Good
                           Reason, or due to the Executive's death or Disability
                           as provided in this Agreement,  or if the Executive's
                           employment  terminates  at the end of the  Employment
                           Term,  the  Executive  shall be  entitled  to receive
                           compensation  only as provided in Section 5.3 of this
                           Agreement.

         5.3.     Payment of Base Salary upon Termination. Upon a termination of
                  the  Executive's  employment  under  this  Agreement  for  any
                  reason,  the  Company  shall  pay or  cause  to be paid to the
                  Executive  his  Base  Salary  earned  but  unpaid  as  of  the
                  effective  date of  termination,  payable in cash on or before
                  the day on which  the  Executive  would  have  been  paid such
                  amount if his  employment  hereunder had not been  terminated,
                  but in no event later than the date as required by law.

         5.4.     No Duty to Mitigate.  The Executive  shall not be obligated to
                  seek  other  employment  or take any  other  action  by way of
                  mitigation of the amounts  payable to the Executive  under any
                  of the provisions of this Agreement, and except as provided in
                  Section 5.1.3.B,  such amounts shall not be reduced whether or
                  not the Executive obtains other employment.

6.       Change in Control.

         6.1.     Benefits  upon  Change  in  Control  or   Termination  of  the
                  Executive's  Employment  without Cause in  Contemplation  of a
                  Change in Control. In the event (i) a Change in Control occurs
                  while the  Executive  is employed  by the  Company  under this
                  Agreement,  or (ii)  the  Executive's  employment  during  the
                  Employment  Term is terminated by the Company without Cause in
                  contemplation  of a Change in Control,  the Executive shall be
                  entitled to the following:

                           A.       As   consideration   for   the   Executive's
                                    obligations under the restrictive  covenants
                                    set  forth  in  Section  7., a lump sum cash
                                    payment,   paid   immediately   before   the
                                    effective  date of the  Change  in  Control,
                                    equal to the  product  of (i) the  number of
                                    whole and fractional  years remaining in the
                                    Employment  Term as of either the  effective
                                    date  of  the   Change  in  Control  or  the
                                    termination  of  employment,  as applicable,
                                    times (ii) the  Executive's  Base  Salary at
                                    the rate in effect  immediately  before  the
                                    effective  date of the  Change in Control or
                                    the    termination   of    employment,    as
                                    applicable,   provided,  however,  that  the
                                    Executive shall not be entitled to such lump
                                    sum payment if, prior to the effective  date
                                    of the Change in Control,  the  Executive is
                                    offered  and  accepts   employment   by  the
                                    Company, the successor to the Company or the

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                                    person or  entity  effecting  the  Change in
                                    Control, following the Change in Control;

                           B.       A lump sum cash  payment,  paid  immediately
                                    before the  effective  date of the Change in
                                    Control,  equal to the "Fair  Market  Value"
                                    (as defined in the Stock  Incentive Plan and
                                    determined  immediately before the Change in
                                    Control) of 150,000  shares of Common  Stock
                                    (as  adjusted  in  the  manner  provided  in
                                    Section 3(c) of the Stock  Incentive Plan in
                                    the event of any stock dividend, stock split
                                    or   similar   change   in    capitalization
                                    affecting  the  Common  Stock  which  occurs
                                    after the Effective Date and before a Change
                                    in Control);

                           C.       A lump sum cash payment, paid immediately
                                    before the effective date of the Change in
                                    Control, equal to the sum of each "Special
                                    Dividend Amount" (as defined below) with
                                    respect to any Special Dividend (as defined
                                    below) paid while the Executive is employed
                                    under this Agreement and before a Change in
                                    Control;

                           D.       Full and immediate vesting, immediately
                                    before the Change in Control, of all Company
                                    stock options and shares of restricted stock
                                    of the Company issued to the Executive and
                                    outstanding but not vested as of the
                                    effective date of the Change in Control or
                                    the effective date of termination of
                                    employment by the Company without Cause in
                                    contemplation of a Change in Control, as
                                    applicable.

                  For purposes of this Section 6.1, any termination of the
                  Executive's employment by the Company without Cause during the
                  Employment Term within 90 days before a Change in Control
                  shall be presumed to be a termination in contemplation of a
                  Change in Control.

                  For purposes of Section 6.1.C., a Special Dividend shall mean
                  a dividend that (i) exceeds previous customary amounts, (ii)
                  exceeds cash flow from operations for the period and (iii)
                  follows a significant asset disposition or refinancing. The
                  Special Dividend Amount shall be the product of (x) the per
                  share amount of a Special Dividend designated as being in
                  excess of an ordinary dividend and as being related to
                  proceeds from a significant asset disposition or refinancing
                  and (y) 150,000 shares of Common Stock (as adjusted in the
                  manner provided in Section 3(c) of the Stock Incentive Plan in
                  the event of any stock dividend, stock split or similar change
                  in capitalization affecting the Common Stock which occurs
                  after the Effective Date and before any Special Dividend
                  payment date). The designation referred to in the preceding
                  sentence shall be made at the time of a Special Dividend
                  declaration and shall be made by the non-management members of
                  the Board of Directors of the Company. Such designation shall
                  be in the sole discretion of the non-management members of the
                  Board of Directors of the Company so long as they determine
                  the amount in good faith.

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         6.2.     Definition  of "Change  in  Control."  A "Change  in  Control"
                  means,  consistent  with section 409A of the Internal  Revenue
                  Code of 1986, as amended (the "Code") and the  regulations and
                  guidance issued thereunder:

                  A.       The  acquisition by any person other than the Company
                           or any employee benefit plan of the Company,  or more
                           than one  person  acting  as a group,  together  with
                           stock  held by such  person or group,  of  beneficial
                           ownership  of more than 50% of the total fair  market
                           value or total  voting  power of the  Company's  then
                           outstanding voting securities;

                  B.       Any person or more than one person  acting as a group
                           acquires,  or has acquired during the 12-month period
                           ending on the date of the most recent  acquisition by
                           such person or group,  beneficial ownership of 35% or
                           more of the total voting power of the Company's  then
                           outstanding voting securities;

                  C.       A majority of the  members of the Board of  Directors
                           is replaced  during any 12-month  period by directors
                           whose  appointment  or  election  is not  endorsed or
                           approved by a majority of the members of the Board of
                           Directors  who were members of the Board of Directors
                           prior to the initiation of the replacement; or

                  D.       Any one  person or more than one  person  acting as a
                           group  acquires,  or has acquired during the 12-month
                           period   ending  on  the  date  of  the  most  recent
                           acquisition  by such  person or group,  assets of the
                           Company  that have a total gross fair market value of
                           40% or more of the total gross fair  market  value of
                           all of the assets of the Company immediately prior to
                           the initiation of the acquisition.

         6.3.     Non-Duplication of Benefits. Notwithstanding the foregoing, in
                  the event the  Executive's  employment  during the  Employment
                  Term  is   terminated   by  the  Company   without   Cause  in
                  contemplation  of a Change in Control  and prior to the Change
                  in  Control  the  Executive  has  received  the cash  lump sum
                  payment  described in Section 5.1.3.A of this  Agreement,  the
                  aggregate of the cash lump sum  payments  described in Section
                  6.1.A,  B and C shall be reduced,  but not below zero,  by the
                  amount of the cash lump sum payment  received by the Executive
                  pursuant to Section 5.1.3.A.  The Executive hereby irrevocably
                  waives the right to receive  benefits  under any  severance or
                  similar  plan or policy of the  Company  if the  Executive  is
                  entitled to receive a payment  under  Section  5.1. or Section
                  6.1.

         6.4.     Tax on Excess Parachute Payments.  Notwithstanding anything in
                  this  Agreement  to  the  contrary,  the  Executive  shall  be
                  responsible  for  payment  of any and all taxes  imposed  with
                  respect  to any  and  all  payments  and  other  benefits  the
                  Executive  receives  under this  Agreement,  including but not
                  limited to any excise tax imposed by Section 4999 of the Code.

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7.       Restrictive Covenants.

         7.1.     Competition.   During  the   Employment   Term  and,   if  the
                  Executive's  employment under this Agreement is terminated for
                  any reason other than the  termination of the Employment  Term
                  or  death,  for one  year  after  the  effective  date of such
                  termination,   the  Executive  shall  not:  (i)  own,  manage,
                  operate,  join,  control  or  participate  in  the  ownership,
                  management,  operation or control of a Competitor  (as defined
                  in Section 7.5.); (ii) become a director,  officer,  employee,
                  consultant or lender of, or be  compensated  by, a Competitor;
                  or (iii) solicit any client of the Company on behalf of or for
                  the benefit of a Competitor.  Notwithstanding  the  foregoing,
                  the  Executive   may  own  up  to  1%  of  a   publicly-traded
                  Competitor.

         7.2.     Confidential  Information.  The  Executive  shall at all times
                  hold in a  fiduciary  capacity  for the benefit of the Company
                  all secret, confidential or proprietary information, knowledge
                  or data  relating to the Company,  and all of its  businesses,
                  which  shall have been  obtained by the  Executive  during his
                  employment  by the  Company  and which  shall not be or become
                  public  knowledge  (other than by acts by the Executive or his
                  representatives in violation of this Agreement) including, but
                  not limited to,  information  regarding  clients and agents of
                  the   Company   ("Confidential   Information").   During   the
                  Executive's   employment   with  the  Company  and  after  the
                  termination  of such  employment,  the  Executive  shall  not,
                  without the prior written consent of the Company,  communicate
                  or divulge any  Confidential  Information  to any Person other
                  than  the  Company  and  those  designated  by it or  use  any
                  Confidential   Information  except  for  the  benefit  of  the
                  Company,  provided that the Executive may make  disclosures to
                  comply  with  the  law  or  legal  process.  Immediately  upon
                  termination of the Executive's  employment with the Company at
                  any time and for any reason, the Executive shall return to the
                  Company  all  Confidential  Information,  including,  but  not
                  limited  to,  any  and all  copies,  reproductions,  notes  or
                  extracts of Confidential Information.

         7.3.     Solicitation of Employees.  During the Employment Term and, if
                  the Executive's  employment under this Agreement is terminated
                  for any reason  other than the  expiration  of the  Employment
                  Term or death,  for one year after the effective  date of such
                  termination, the Executive shall not: (i) solicit, participate
                  in or promote the  solicitation of any person who was employed
                  by the Company at any time during the  six-month  period prior
                  to  the  Executive's  termination  of  employment  under  this
                  Agreement  to leave  the  employ  of the  Company;  or (ii) on
                  behalf of himself or any other Person,  hire, employ or engage
                  any such person.  The Executive  further  agrees that,  during
                  such  time,  if  an  employee  of  the  Company  contacts  the
                  Executive  about  prospective  employment,  the Executive will
                  inform such employee that he cannot discuss the matter further
                  without informing the Company.

         7.4.     Remedies for Breach.  The Executive agrees that damages in the
                  event of any  breach of  Sections  7.1.  through  7.3.  by the
                  Executive  would be  difficult  to  ascertain.  The  Executive
                  therefore  agrees  that,   notwithstanding  anything  in  this

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                  Agreement to the  contrary,  including  but not limited to the
                  provisions  of Section  15, the  Company,  in  addition to and
                  without  limiting any other remedy or right it may have, shall
                  have the right to an injunction or other  equitable  relief in
                  any  court  of  competent  jurisdiction,  enjoining  any  such
                  breach.  The  Executive  hereby waives any and all defenses he
                  may have on the ground of lack of  jurisdiction  or competence
                  of the court to grant such an  injunction  or other  equitable
                  relief.  The  existence  of this right shall not  preclude any
                  other  rights  and  remedies  at law or in  equity  which  the
                  Company may have.

         7.5.     Definitions.

                  7.5.1.   Competitor.  For purposes of Section 7,  "Competitor"
                           means any Person that sells goods,  provides services
                           or is  engaged  in any  business  which  is  directly
                           competitive  with those sold,  provided or engaged in
                           by the Company at the relevant time.

                  7.5.2.   Company.  For purposes of Section 7, "Company"  means
                           BNP Residential  Properties,  Inc., its  subsidiaries
                           and affiliates and the successors thereof.

                  7.5.3.   Person. For purposes of Section 7, "Person" means any
                           individual  or entity,  including  but not limited to
                           any corporation,  trust, sole  proprietorship,  joint
                           venture or partnership.

         7.6.     Survival  of  Section  7.  The   Executive   agrees  that  the
                  non-competition  agreements,   non-disclosure  agreements  and
                  non-employment  agreements  in this Section 7 each  constitute
                  separate  agreements   independently  supported  by  good  and
                  adequate consideration and,  notwithstanding  anything in this
                  Agreement to the contrary,  shall be severable  from the other
                  provisions of, and shall survive, this Agreement.

8.       Section 409A of the Code. Notwithstanding anything in this Agreement to
         the contrary, in no event shall the Company be obligated to commence
         payment or distribution to the Executive of any amount that constitutes
         nonqualified deferred compensation within the meaning of section 409A
         of the Code earlier than the earliest permissible date under section
         409A of the Code that such amount could be paid without additional
         taxes or interest being imposed under section 409A of the Code. The
         Company and the Executive agree that they will execute any and all
         amendments to this Agreement as may be necessary to ensure compliance
         with the distribution provisions of section 409A of the Code.

9.       Notices. Any notices, requests, demands and other communications
         provided for by this Agreement shall be sufficient if in writing and if
         hand-delivered or sent by registered or certified mail to the Executive
         at the last address he has filed in writing with the Company or, in the
         case of notice to the Company, if hand-delivered to the Chairman of

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         the Board or sent by  registered  or  certified  mail to the  Company's
         principal executive offices addressed to the Chairman of the Board.

10.      Withholding Taxes. The Company shall have the right, to the extent
         permitted by law, to withhold from any payment of any kind due to the
         Executive under this Agreement to satisfy the tax withholding
         obligations of the Company under applicable law.

11.      Successors and Assigns. The rights, duties and obligations of a party
         hereunder may not be assigned, delegated or assumed without the prior
         written consent of the other party, provided that the Company may
         assign this Agreement to any parent or subsidiary thereof, without the
         Executive's consent, and such assignment shall not constitute, a
         termination of the Executive's employment hereunder. Nothing herein
         shall cause a termination of this Agreement upon the acquisition,
         reorganization, or merger of the Company. This Agreement shall be
         binding upon and shall inure to the benefit of the parties hereto and
         their respective successors or permitted assigns. Nothing herein shall
         be construed to confer upon any person not a party hereto any right,
         remedy or claim under or by reason of this Agreement.

12.      Entire Agreement. This Agreement constitutes the entire understanding
         of the Executive and the Company with respect to the subject matter
         hereof and supersedes and voids any and all prior agreements or
         understandings, written or oral, regarding the subject matter hereof,
         including but not limited to that Executive Employement Contract
         between Company and Executive dated July 15, 1997, which agreement is
         hereby terminated and cancelled.
13.      Amendment and Waiver. This Agreement may not be changed, modified, or
         discharged orally, but only by an instrument in writing signed by the
         parties. No waiver of any term or condition of this Agreement shall be
         effective unless agreed to in writing between the parties.

14.      Governing Law and Severability. This Agreement shall be governed by the
         laws of the State of North Carolina (without giving effect to choice of
         law principles or rules thereof that would cause the application of the
         laws of any jurisdiction other than the State of North Carolina) and
         the invalidity or unenforceability of any provisions hereof shall in no
         way affect the validity or enforceability of any other provision. Any
         provision of this Agreement which is prohibited or unenforceable in any
         jurisdiction shall, as to such jurisdiction, be ineffective only to the
         extent of such prohibition or unenforceability without invalidating or
         affecting the remaining provisions hereof, and any such prohibition or
         unenforceability in any jurisdiction shall not invalidate or render
         unenforceable such provision in any other jurisdiction.

15.      Arbitration.  Disputes  regarding the  Executive's  employment with the
         Company,   including,   without  limitation,  any  dispute  under  this
         Agreement which cannot be resolved by negotiations  between the Company
         and the Executive, but excluding any disputes regarding the Executive's
         compliance with Section 7, shall be submitted to, and solely determined
         by, final and binding arbitration  conducted by Jams/Endispute,  Inc.'s


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         arbitration  rules applicable to employment  disputes,  and the parties
         agree to be  bound by the  final  award of the  arbitrator  in any such
         proceeding.  The arbitrator  shall apply the laws of the State of North
         Carolina  with  respect to the  interpretation  or  enforcement  of any
         matter  relating to this  Agreement;  in all other cases the arbitrator
         shall  apply  the  laws  of  the  state   specified  in  the  Company's
         alternative  dispute  resolution  policy as in effect from time to time
         (if any).  Arbitration  may be held in North  Carolina,  or such  other
         place as the parties may mutually agree, and shall be conducted only by
         a former  judge.  Judgment  upon the  award  by the  arbitrator  may be
         entered in any court having jurisdiction thereof.

16.      Counterparts. This Agreement may be executed in counterparts, each of
         which shall be deemed an original, but both of which together shall
         constitute one and the same instrument.


         IN WITNESS WHEREOF, the Company and the Executive have executed and
delivered this Agreement.

ATTEST/WITNESS                      BNP RESIDENTIAL PROPERTIES, INC.


   /s/ Joanna Clark                 By:  /s/ Peter J. Weidhorn
---------------------------              -----------------------------------
                                    Title: Chairman, BNP Compensation Committee
                                    Date: November 11, 2005



                                   EXECUTIVE


   /s/ Joanna Clark                  /s/ Philip S. Payne
-------------------------------    ----------------------------------
                                   Philip S. Payne
                                   Date: November 11, 2005

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                                                                     EXHIBIT A


                           RESTRICTED STOCK AGREEMENT




===============================================================================

                        BNP RESIDENTIAL PROPERTIES, INC.
            AMENDED AND RESTATED 1994 STOCK OPTION AND INCENTIVE PLAN

                            GRANTEE: PHILIP S. PAYNE

                              NO. OF SHARES: 70,000

===============================================================================



         This Agreement (the "Agreement") evidences the award of 70,000
restricted shares (each, an "Award Share," and collectively, the "Award Shares")
of the Common Stock of BNP Residential Properties, Inc. (the "Company"), granted
to you, Philip S. Payne, on August 1, 2005 (the "Grant Date"), pursuant to the
BNP Residential Properties, Inc. Amended and Restated 1994 Stock Option and
Incentive Plan (the "Plan") and conditioned upon your agreement to the terms
described below. All of the provisions of the Plan are expressly incorporated
into this Agreement.

         1. Terminology. Capitalized words used in this Agreement not defined
above are defined in the Glossary at the end of the Agreement.

         2. Vesting. All of the Award Shares are nonvested and forfeitable as of
the Grant Date.

                  (a) Vesting Schedule. So long as your employment with the
Company is continuous from the Grant Date through the applicable date upon which
vesting is scheduled to occur, 10% of the Award Shares will vest and become
nonforfeitable on August 1, 2006, and 10% of the Award Shares will vest and
become nonforfeitable on each anniversary thereafter, such that 100% of the
Award Shares will be vested and nonforfeitable as of August 1, 2015.

                  (b) Vesting Upon a Change in Control. Upon a Change in Control
of the Company, all of the Award Shares that remain nonvested and forfeitable as
of the effective date of the Change in Control shall become vested and
nonforfeitable immediately before the effective date of the Change in Control.

                  (c) Vesting Upon Termination without Cause or for Good Reason.
Upon termination of your employment by the Company without Cause or your
termination of employment for Good Reason, in addition to the Award Shares
vested under Section 2(a) of this Agreement, as of the effective date of your
termination, the number of Award Shares that would have become vested and
nonforfeitable during the Severance Period had you remained continuously
employed during the Severance Period shall become vested and nonforfeitable.

                  (d) Anticipatory Termination. If your employment with the
Company ceases due to an Anticipatory Termination, all of the Award Shares that
remain nonvested and forfeitable as of the effective date of such termination
shall become vested and nonforfeitable immediately before the effective date of
the Change in Control.

         3. Termination of Employment. Except as provided in Section 2 of this
Agreement, if your employment with the Company ceases for any reason, all Award
Shares that are not then vested and nonforfeitable will be immediately forfeited
to the Company upon such cessation for no consideration.

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<PAGE>

         4. Restrictions on Transfer.

                  (a) Until an Award Share becomes vested and nonforfeitable, it
may not be assigned, transferred, pledged, hypothecated or disposed of in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process.

                  (b) The Company shall not be required to (i) transfer on its
books any Award Shares that have been sold or transferred in contravention of
this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord
voting, dividend or liquidation rights to, any transferee to whom Award Shares
have been transferred in contravention of this Agreement.

         5. Stock Certificates. You are reflected as the owner of record of the
Award Shares as of the Grant Date on the Company's books. The Company will hold
the share certificates for safekeeping, or otherwise retain the Award Shares in
uncertificated book entry form, until the Award Shares become vested and
nonforfeitable. Until the Award Shares become vested and nonforfeitable, any
share certificates representing such shares will include a legend to the effect
that you may not sell, assign, transfer, pledge, or hypothecate the Award
Shares. All regular cash dividends on the Award Shares held by the Company will
be paid directly to you. As soon as practicable after vesting of the Award
Shares, the Company will deliver a share certificate to you, or deliver shares
electronically or in certificate form to your designated broker on your behalf,
for such vested Award Shares.

         6. Tax Election and Tax Withholding.

                  (a) The Company shall have the right to deduct from any
compensation or any other payment of any kind (including withholding the
issuance of shares of Common Stock) due you the amount of any federal, state,
local or foreign taxes required by law to be withheld as a result of the grant
or vesting of the Award Shares in whole or in part; provided, however, that the
value of the shares of Common Stock withheld may not exceed the statutory
minimum withholding amount required by law. In lieu of such deduction, the
Company may require you to make a cash payment to the Company equal to the
amount required to be withheld. If you do not make such payment when requested,
the Company may refuse to issue any Common Stock certificate under this
Agreement until arrangements satisfactory to the Administrator for such payment
have been made.

                  (b) You hereby acknowledge that you have been advised by the
Company to seek independent tax advice from your own advisors regarding the
availability and advisability of making an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, and that any such election, if made,
must be made within 30 days of the Grant Date. You expressly acknowledge that
you are solely responsible for filing any such Section 83(b) election with the
appropriate governmental authorities, irrespective of the fact that such
election is also delivered to the Company. You may not rely on the Company or
any of its officers, directors or employees for tax or legal advice regarding
this award. You acknowledge that you have sought tax and legal advice from your
own advisors regarding this award or have voluntarily and knowingly foregone
such consultation.

         7. Adjustments for Corporate Transactions and Other Events.

                  (a) Stock Dividend, Mergers, Etc. As provided in Section 3(c)
of the Plan, the provisions of which are expressly incorporated into this
Agreement, in the event of a stock dividend, stock split or similar change in
capitalization affecting the Common Stock of the Company, the Administrator
shall make appropriate adjustments in the number of Award Shares and the number
of such Award Shares that are nonvested and forfeitable shall, without further
action of the Administrator, be adjusted to reflect such event. The
Administrator may make adjustments, in its discretion, to address the treatment
of fractional shares with respect to the Award Shares as a result of such an
event. Adjustments under this Section 7 will be made by the Administrator, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional Award Shares will
result from any such adjustments.

                  (b) Binding Nature of Agreement. The terms and conditions of
this Agreement shall apply with equal force to any additional and/or substitute
securities received by you in exchange for, or by virtue of your ownership of,
the Award Shares, as a result of any event described in Section 3(c) of the

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Plan, except as otherwise determined by the Administrator. If the Award Shares
are converted into or exchanged for, or stockholders of the Company receive by
reason of any distribution in total or partial liquidation or pursuant to any
merger of the Company or acquisition of its assets, securities of another
entity, or other property (including cash), then the rights of the Company under
this Agreement shall inure to the benefit of the Company's successor, and this
Agreement shall apply to the securities or other property received upon such
conversion, exchange or distribution in the same manner and to the same extent
as the Award Shares.

         8. Non-Guarantee of Employment. Nothing in the Plan or this Agreement
shall alter your employment status with the Company, nor be construed as a
contract of employment between the Company and you, or as a contractual right of
you to continue in the employ of the Company for any period of time, or as a
limitation of the right of the Company to discharge you at any time with or
without cause or notice and whether or not such discharge results in the
forfeiture of any Award Shares or any other adverse effect on your interests
under the Plan.

         9. Rights as Stockholder. Except as otherwise provided in this
Agreement with respect to the nonvested and forfeitable Award Shares, you are
entitled to all rights of a stockholder of the Company, including the right to
vote the Award Shares and receive dividends and/or other distributions declared
on the Award Shares.

         10. Conformity with Plan. This Agreement is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan.
Inconsistencies between this Agreement and the Plan shall be resolved in
accordance with the terms of the Plan. In the event of any ambiguity in this
Agreement or any matters as to which this Agreement is silent, the Plan shall
govern. A copy of the Plan is available upon request to the Administrator.

         11. Headings. The headings in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.

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


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                                    GLOSSARY


                  (a) "Administrator" means the Board of Directors of BNP
Residential Properties, Inc. or such committee or committees appointed by the
Board to administer the Plan.

                  (b) "Affiliate" means any entity, whether now or hereafter
existing, which controls, is controlled by, or is under common control with BNP
Residential Properties, Inc. (including but not limited to joint ventures,
limited liability companies and partnerships). For this purpose, "control" means
ownership of 50% or more of the total combined voting power or value of all
classes of stock or interests of the entity.

                  (c) "Anticipatory Termination" means the termination of your
employment by the Company without Cause during the Employment Term in
contemplation of a Change in Control. Any termination of your employment by the
Company without Cause during the Employment Term and within 90 days before a
Change in Control shall be presumed to be a termination in contemplation of a
Change in Control, as described in the Employment Agreement.

                  (d) "Cause" has the meaning set forth in the Employment
Agreement.

                  (e) "Change in Control" has the meaning set forth in the
Employment Agreement.

                  (f) "Company" means BNP Residential Properties, Inc. and its
Affiliates, except where the context otherwise requires. For purposes of
determining whether a Change in Control has occurred, Company shall mean only
BNP Residential Properties, Inc.

                  (g)      "Employment Agreement" means the employment agreement
between the Company and the Grantee,  effective August 1, 2005.

                  (h) "Employment Term" has the meaning set forth in the
Employment Agreement.

                  (i) "Good Reason" has the meaning set forth in the Employment
Agreement.

                  (j) "Severance Period" has the meaning set forth in the
Employment Agreement.

                  (k) "You"; "Your". You means the recipient of the Award Shares
as reflected in the first paragraph of this Agreement. Whenever the word "you"
or "your" is used in any provision of this Agreement under circumstances where
the provision should logically be construed, as determined by the Administrator,
to apply to the estate, personal representative, or beneficiary to whom the
Award Shares may be transferred by will or by the laws of descent and
distribution, the words "you" and "your" shall be deemed to include such person.


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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer.



                                     BNP RESIDENTIAL PROPERTIES, INC.




                                     By:    /s/ Peter J. Weidhorn, Chairman
                                         -------------------------------------
                                               BNP Compensation Committee
                                      ----------------------------------------

                                     Date: November 11, 2005




The undersigned hereby acknowledges that he/she has carefully read this
Agreement and agrees to be bound by all of the provisions set forth herein.

WITNESS:                            GRANTEE




   /s/ Joanna Clark                    /s/ Philip S. Payne
-------------------------------      ----------------------------

                                    Date: November 11, 2005

Enclosure:  Prospectus for the BNP Residential Properties, Inc. Amended and
Restated 1994 Stock Option and Incentive Plan


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