REGISTRATION RIGHTS AGREEMENT Exhibit 10.1


Exhibit 10.1

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT


 

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into as of this Dcember 17, 2002, by and among Essex Property Trust,
Inc., a Maryland corporation ("Essex"), and those individuals
listed on Exhibit A (collectively, the "Company
Shareholders").


RECITALS


A.In connection with that certain Agreement and Plan of
Reorganization dated as of December 17, 2002 (the "Merger
Agreement"), by and among Essex, JMS Acquisition Sub, Inc., a Delaware
corporation ("Merger Sub"), John M. Sachs, Inc., a
California corporation (the "Company"), the Company
Shareholders and John M. Sachs, individually and as the Indemnification
Representative, the parties have agreed to the acquisition of Company by Essex
through the merger of the Company with and into Merger Sub.  All capitalized
terms used herein, but not defined, shall have the meanings ascribed to such
terms in the Merger Agreement.  


B.In connection with the Merger, the Company Shareholders will
receive shares of common stock, $0.0001 par value per share, ("Common
Stock") of Essex.


C.In order to induce the Company and the Company Shareholders to
enter into the Merger Agreement, Essex has agreed to provide the registration
rights as set forth herein.


NOW THEREFORE, in consideration of the foregoing and the mutual
agreements and covenants herein contained, the parties agree as follows:


AGREEMENT


1.Definitions.  As used in this Agreement, the following terms
shall have the following respective meanings:


(a)The terms "register,"
"registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of the
effectiveness of such registration statement.


(b)The term "Registrable Securities" means:
(i) the shares of Common Stock issued or issuable to the Company
Shareholders in the Merger pursuant to Article I of the Merger Agreement; and
(ii) shares of Common Stock issued by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization and any other securities issued pursuant
to any other pro rata distribution with respect to, or in exchange for or in
replacement of, shares of Common Stock described in clause  (i) of this
Section 1(b) or in this clause (ii); provided, however, that shares of
Common Stock shall not be treated as Registrable Securities if such shares are:
(w) sold under any registration under the Securities Act or pursuant to the
Shelf Registration Statement (as defined below); (x) sold by a person in a
transaction in which rights under this Agreement are not assigned in accordance
with the terms of this Agreement; (y) sold pursuant to Rule 144
(including any successor provision, "Rule 144") promulgated under the
Securities Act; or (z) if, after the second anniversary of this Agreement and in
the opinion of counsel reasonably satisfactory to Essex, they may be sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act so that all transfer restrictions and legends with respect
thereto are removed from the consummation of such sale, provided that with
respect to shares of Common Stock deemed not to be Registrable Securities
pursuant to this clause (z), the Securities Act legends (but not any legends
required on all shares of Common Stock by Essex's charter) shall be removed from
the certificates representing such shares of Common Stock promptly after such
opinion of counsel has been given.


(c)The term "Holder" means any holder of outstanding
Registrable Securities who is (i) a Company Shareholder; or (ii) any person to
which the registration rights provided for in this Agreement shall have been
properly assigned or otherwise transferred in accordance with Section 9
hereof.


(d)The term "Securities Act" shall mean the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time; and


(e)The term "Commission" shall mean the Securities
and Exchange Commission or any other federal agency at the time administering
the Securities Act.


2.Registration of the Registrable Securities.


(a)Shelf Registration.  


(i)Essex is currently eligible to register shares of its
Common Stock on Form S-3, subject to filing restated 2001 consolidated financial
statements to conform to the Financial Standards Board's SFAS No. 144. and Essex
will use commercially reasonable efforts (fairly taking into account the
interests of the Holders), to maintain such eligibility until effectiveness of
the Shelf Registration Statement (as defined below).  


(ii)Within thirty (30) days after Closing of the Merger,
Essex will file with the Commission a shelf registration statement on Form S-3
(or any similar successor or replacement form or any form for which Essex
qualifies or which counsel for Essex shall deem appropriate and which form shall
be available for the resale of Registrable Securities on a continuous and
delayed basis pursuant to Rule 415 of the Securities Act) (the "Shelf
Registration Statement") pursuant to Rule 415 of the Securities
Act, providing for the public offering of all the Registrable Securities on a
continuous or delayed basis in the future.  Essex will use its commercially
reasonable efforts (fairly taking into account the interests of the Holders) to
cause such Shelf Registration Statement to be declared effective by the
Commission as soon as possible and Essex shall endeavor, using all commercially
reasonable efforts (fairly taking into account the interests of the Holders), to
cause such Shelf Registration Statement to be declared effective by the
Commission no later than 90 days after the Closing.


(b)Shelf Registration Duration.  Essex will use
commercially reasonable efforts (fairly taking into account the interests of the
Holders) to keep the Shelf Registration Statement continuously effective until
the earliest of: (i) 72 months following the effective date of the Shelf
Registration Statement; (ii) such time as all of the Registrable Securities have
been sold pursuant to such Shelf Registration Statement or Rule 144 under the
Securities Act; or (iii) the date on which all of the Registrable Securities may
be sold pursuant to Rule 144(k) or any successor or similar rule; provided,
however, that if the earliest of the foregoing clauses is clause (i), then upon
the 72 month anniversary of the effective date of the Shelf Registration
Statement, Essex and the Company Shareholders shall negotiate in good faith with
respect to continuing the effectiveness of the Shelf Registration Statement for
a period after such 72 month anniversary.  




	Notice of Resale.  Before a Holder may make any sale, transfer or
other disposition of any Registrable Securities pursuant to the Shelf
Registration Statement, such Holder must first give written notice to the
Company (a "Notice of Resale") of such Holder's present
intention to sell, transfer or otherwise dispose of some or all of such Holder's
Registrable Securities, and the number of Registrable Securities such Holder
proposes to sell, transfer or otherwise dispose of.  

(d)Limitations.  Essex shall not be obligated to take any
action to effect any such registration, pursuant to this Section 2:


(i)In any particular jurisdiction in which Essex would be
required to execute a general consent to service of process in effecting such
registration, qualification or compliance under the securities or blue sky laws
of such jurisdiction within the United States and its possessions and
territories unless Essex is already subject to service in such jurisdiction and
except as may be required by the Securities Act;


(ii)If a Suspension Event (as defined in Section 8) has occurred
and such event or its effect is continuing, subject to the limitation
contemplated therein.


(d)Underwriting.  No sale of Registrable Securities under
any registration statement pursuant to this Agreement may be effected pursuant
to any underwritten offering unless (i) the underwriter is one or more reputable
and nationally recognized investment banks, and (ii) the Company has previously
consented in writing to such underwritten offering, which consent may be
withheld in the Company's reasonable discretion.


3.Expenses of Registration.  All expenses incurred in
connection with any registration pursuant to Section 2, including without
limitation, all registration, filing and qualification fees, printing expenses,
fees of the National Association of Securities Dealers, Inc., or listing fees,
all fees and expenses of complying with state securities laws or blue sky laws,
fees and disbursements of counsel for Essex, expenses of any special audits
incidental to or required by such registration shall be borne by Essex.  Essex
shall not be required to pay underwriters' discounts, commissions, or stock
transfer taxes relating to Registrable Securities or the fees and disbursements
of any counsel retained by the Holders.  


4.Registration Procedures.  In the case of the registration
effected by Essex pursuant to this Agreement, Essex at its expense (except as
otherwise specifically provided in Section 3 above), will:


(a)furnish to the Holders participating in such registration such
number of copies of the registration statement, preliminary prospectus, final
prospectus and other documents incident thereto as such Holders from time to
time may reasonably request;


(b)prepare and file with the Commission (and promptly notify the
participating Holders of such event) such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;


(c)subject to Section 2(d)(i), use its best efforts to register or
qualify the Registrable Securities covered by such registration statement under
such state securities or blue sky laws of such jurisdictions as such
participating Holders may reasonably request by the time the registration
statement relating thereto is declared effective by the Commission and as shall
be appropriate for the distribution of Registrable Securities;


(d)notify the Holders (in the case of the Company Shareholders, such
notice may be given in care of the Indemnification Representative) promptly and,
if requested by a Holder or his or her counsel, confirm such advice in writing
to such Holder or counsel promptly (i) when a registration statement has
become effective and when any post-effective amendments and supplements thereto
become effective, (ii) of any request by the Commission or any state
securities authority for post-effective amendments and supplements to a
registration statement that has become effective, (iii) of the issuance by
the Commission or any state securities authority of any stop order suspending
the effectiveness of a registration statement or the initiation of any
proceedings for that purpose, (iv) of the receipt by Essex of any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (v) of any
determination by Essex that a post-effective amendment to a registration
statement would be appropriate.


5.Indemnification.


(a)Essex hereby indemnifies, defends, protects and holds harmless
each Holder, such Holder's officers and directors, if any, each person who
participates in the offering of such Registrable Securities, including
underwriters (as defined in the Securities Act), and each person controlling
such Holder or participating person within the meaning of the Securities Act, if
any, with respect to which registration, qualification or compliance has been
effected pursuant to this Agreement, against all claims, losses, damages, costs,
expenses and liabilities, joint or several, to which they may become subject
under the Securities Act or otherwise (or actions or proceedings in respect
thereof) arising out of or based on (i) any untrue statement, (or alleged untrue
statement) of a material fact contained in any registration statement (including
any amendment or supplement thereto), prospectus, offering circular or other
similar document (including any related registration statement, notification or
the like) incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made or (ii)
any violation by Essex of the Securities Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any state securities
law or of any rule or regulation promulgated under the Securities Act, the
Exchange Act or any state securities law applicable to Essex and relating to
action or inaction required of Essex in connection with any such registration,
qualification or compliance, and will reimburse each such Holder, such Holder's
officers and directors, if any, such participating person and each person
controlling the Holder or participating person, if any, for any legal and any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, provided, however, that (x)
Essex will not be liable in any such case to the extent that any such claim,
loss, damage, liability, or action arises out of or is based on any untrue
statement (or alleged untrue statement) or omission (or alleged omission) made
in connection with such registration statement, based upon written information
furnished to Essex by an instrument duly executed by the Holder and stated to be
specifically for use therein or furnished by the Holder to Essex in response to
a request by Essex stating specifically that such information will be used by
Essex therein, and (y) in the event an underwritten public offering is involved,
such indemnity agreement shall not inure to the benefit of the Holder, insofar
as it relates to any such untrue statement (or alleged untrue statement) or
omission (or alleged omission) made in the preliminary prospectus or prospectus
but eliminated or remedied in the amended prospectus on file with the Commission
at the time the registration statement becomes effective or in the amended
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act or in any subsequent amended prospectus filed with the Commission
prior to the written confirmation of the sale of the Registrable Securities at
issue (collectively, the "Final Prospectus"), if a copy of the
Final Prospectus was not furnished to the person or entity asserting the loss,
liability, claim or damage at or prior to the time such action is required by
the Securities Act.


(b)The Holders hereby agree if Registrable Securities held by or
issuable to such Holders are included in the securities to which such
registration, qualification or compliance is being effected, to indemnify,
defend, protect and hold harmless, severally and not jointly, Essex, Essex's
directors and officers, each person who participates in the offering of such
Registrable Securities, including underwriters as defined in the Securities Act,
if any, each person who controls Essex within the meaning of the Securities Act,
with respect to such registration against all claims, losses, damages, costs,
expenses and liabilities, joint or several, to which Essex may become subject
under the Securities Act, or otherwise (or actions or proceedings in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other similar document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made, and will reimburse Essex, such
directors, officers, persons, underwriters, such participating persons and each
person controlling Essex or participating person for any legal or any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, costs, expense, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to Essex by an instrument duly
executed by any Holder and stated to be specifically for use therein or
furnished by any Holder to Essex in response to a request by Essex stating
specifically that such information will be used by Essex therein, provided,
however, that the foregoing indemnity agreement is subject to the condition
that, in the event an underwritten public offering is involved, such indemnity
agreement shall not inure to the benefit of Essex or any underwriter insofar as
it relates to any such untrue statements (or alleged untrue statements) or
omission (or alleged omission) made in the preliminary prospectus or prospectus
but eliminated or remedied in the Final Prospectus, if a copy of the Final
Prospectus was not furnished to the person or entity asserting the loss,
liability, claim or damage at or prior to the time such action is required by
the Securities Act, and provided further that the liability of each Holder
hereunder shall be limited to the net proceeds received by such Holder from the
sale of Registrable Securities covered by such registration statement.


(c)Each party entitled to indemnification under this Section 5
(the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom.  The
Indemnifying Party shall, subject to the reasonable approval of the Indemnified
Party, select the counsel who shall conduct the defense of such claim or
litigation.  The failure of any Indemnified Party to give notice as provided
herein shall relieve the Indemnifying Party of its obligations under this
Agreement only to the extent that such failure to give notice shall materially
prejudice the Indemnifying Party in the defense of any such claim or any such
litigation.  No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that attributes any liability
to the Indemnified Party, unless the settlement includes as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.  If any
such Indemnified Party shall have been advised by counsel chosen by it that
there may be one or more legal defenses available to such Indemnified Party that
are different from or additional to those available to the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense of such
action on behalf of such Indemnified Party and will reimburse such Indemnified
Party and any person controlling such Indemnified Party for the reasonable fees
and expenses of any counsel retained by the Indemnified Party, it being
understood that the Indemnifying Party shall not, in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys for
each Indemnified Party or controlling person (and all other Indemnified Parties
and controlling persons which may be represented without material conflict by
one counsel), which firm shall be designated in writing by the Indemnified Party
(or Indemnified Parties, if more than one Indemnified Party is to be represented
by such counsel) to the Indemnifying Party.  The Indemnifying Party shall not be
subject to any liability for any settlement made without its consent, which
shall not be unreasonably withheld.


(d)If the indemnification provided for in this Section 5 from the
Indemnifying Party is unavailable to an Indemnified Party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to 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, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The relative fault of such Indemnifying
Party and Indemnified Parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such action.  The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include any legal
or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding.


The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


6.Information by Holder.  The Holder or Holders of Registrable
Securities included in any registration shall furnish to Essex such information
regarding such Holder or Holders and the distribution proposed by such Holder or
Holders as Essex may reasonably request in writing and as shall be required in
connection with any registration, qualification or compliance referred to in
this Agreement.


7.Rule 144 Reporting.  With a view to making available to the
Holders the benefits of certain rules and regulations of the Commission which
may permit the sale of Registrable Securities to the public without
registration, Essex agrees to:


(a)make and keep public information available, as those terms are
understood and defined in Rule 144;


(b)use its best efforts to file with the Commission in a timely manner
all reports and other documents required of Essex under the Securities Act and
the Securities Exchange Act; and


(c)furnish to any Holder, so long as such Holder owns any Registrable
Securities, forthwith upon written request a written statement by Essex that it
has complied with the reporting requirements of said Rule 144, the Securities
Act and the Exchange Act (at any time after it has become subject to such
reporting requirements), a copy of the most recent annual or quarterly report of
Essex, and such other reports and documents so filed by Essex as such Holder may
reasonably request in availing itself of any rule or regulation of the
Commission permitting the Holder to sell any such securities without
registration.


8.Suspension of Registration Statement.  Notwithstanding
anything to the contrary set forth in this Agreement, Essex 's obligation under
this Agreement to amend or supplement an effective Shelf Registration Statement
(or to file documents incorporated by reference into the Shelf Registration
Statement) shall be suspended and, each Holder agrees that it will forthwith
discontinue disposition of Registrable Securities pursuant to the Shelf
Registration Statement in the event and during such period as circumstances
exist (including, exclusively, (i) a firmly underwritten offering by Essex
exclusively of shares for Essex's account if Essex and the Holders are advised
by the managing underwriters in writing that in such underwriters' bona fide,
good faith opinion, sale of the shares under the Shelf Registration Statement
would have a material adverse effect on Essex's offering and if the officers,
directors and affiliates of Essex have also agreed not to sell shares of Common
Stock during such period or (ii) pending negotiations relating to, or
consummation of, a material transaction, or the occurrence of an event or the
existence of material facts and circumstances that would require additional
disclosure of material information by Essex in a supplement or amendment to the
Shelf Registration Statement or in a document incorporated by reference in the
Shelf Registration Statement, as to which Essex has a bona fide, material
business purpose for preserving confidentiality or which renders Essex unable to
comply with Commission requirements) (such circumstances being hereinafter
referred to as a "Suspension Event") that would make it
impractical or unadvisable in Essex's good faith judgment (fairly taking into
account the interests of the Holders), to amend or supplement the Shelf
Registration Statement (or file documents incorporated by reference in the Shelf
Registration Statement) to permit dispositions of Registrable Securities under
the Shelf Registration Statement, but such suspension shall continue only for so
long as such event is continuing, provided, further, that the aggregate number
of days in any consecutive twelve (12) month period during which such suspension
shall continue does not exceed 45 days per occurrence or more than 90 days in
the aggregate and provided further that there is no more than two (2) Suspension
Events in any consecutive twelve month period.  Essex shall notify the Holders
(in the case of the Company Shareholders, such notice may be given in care of
the Indemnification Representative) of the existence and, in the case of
circumstances referred to in clause (i) of this Section 8, of the nature of any
Suspension Event (a "Suspension Notice").  Essex, acting in
good faith, will use such commercially reasonable efforts as are appropriate and
practical, taking into account all of the circumstances, to minimize the
duration of any Suspension Event.  The Holders may recommence effecting sales of
the Registrable Securities pursuant to the Shelf Registration Statement or such
filings following further notice to such effect from Essex, which notice shall
be given by Essex to the Holders (and in the case of Company Shareholders, such
notice may be given in care of the Indemnification Representative) not later
than three (3) days after the conclusion of any Suspension Event (a
"Termination Notice").  If so directed by Essex, each Holder
will deliver to Essex all copies, other than permanent file copies then in such
Holder's possession, of the prospectus covering such Registrable Shares that was
current at the time of receipt of the Suspension Notice.  In the event Essex
shall give a Suspension Notice, Essex shall extend the period during which such
Shelf Registration Statement shall be maintained effective by the number of days
during the period from and including the date of the giving of the Suspension
Notice to the date of the Termination Notice.


9.Transfer of Registration Rights.  Except as otherwise
provided herein, the rights to cause Essex to register securities granted by
Essex under Section 2 may be assigned or otherwise conveyed to a transferee,
assignee or successor of Registrable Securities, who shall be considered a
"Holder" for purposes of this Agreement; provided that, (i) such
transfer is effected in accordance with applicable federal and state securities
laws, (ii) such transferee, assignee or successor becomes a party to this
Agreement or agrees in writing to be subject to the terms hereof to the same
extent as if he were a party hereto, and (iii) Essex is given written notice by
such Holder of said transfer, stating the name and address of said transferee,
assignee or successor and identifying the securities with respect to which such
registration rights are being assigned.


10.Successors and Assigns.  Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.


11.Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California.


12.Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Facsimile signatures
shall be deemed effective execution of this Agreement and may be relied upon as
such by the other party to this Agreement.  In the event facsimile signatures
are delivered, originals of such signatures shall be delivered to the other
party to this Agreement within three business after execution.


13.Titles and Subtitles.  The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


14.Notices.  All notices and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or by commercial delivery service, or mailed by registered
or certified mail (return receipt requested) or sent via facsimile (with
confirmation of receipt) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):  


if to Essex, to:
Essex Property Trust, Inc.

Attention:Keith R. Guericke

President and Chief Executive Officer

925 East Meadow Drive

Palo Alto, CA  94303

Facsimile No.: (650) 849-1634 

Telephone No.: (650) 858-0139



with a copy to:

Essex Property Trust, Inc.

Attention:Michael J. Schall

Executive Vice President and Chief Financial Officer

925 East Meadow Drive

Palo Alto, CA  94303

Facsimile No.: (650) 849-1636

Telephone No.: (650) 858-0139


Essex Property Trust, Inc.

Attention:Jordan E. Ritter

Senior Vice President and General Counsel

925 East Meadow Drive

Palo Alto, CA  94303

Facsimile No.: (650) 849-1659

Telephone No.: (650) 858-1372

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, CA 94504

Attention:  Stephen Schrader, Esq.

Facsimile No.: (650) 494-0792

Telephone No.: (650) 813-5600









if to Company Shareholders, to:
The Sachs Family 1983 Trust, dated September 12, 1983

c/o Tim Considine

Considine & Considine

1501 Fifth Avenue, Suite 400

San Diego, CA  92101-3202

Facsimile No.:  (619) 231-8244

Telephone No.: (619) 231-1977


The Jeffrey Dean Sachs Irrevocable Trust, dated October 7, 2002

c/o Tim Considine

Considine & Considine

1501 Fifth Avenue, Suite 400

San Diego, CA  92101-3202

Facsimile No.:  (619) 231-8244

Telephone No.: (619) 231-1977


The Sharon Carole Irrevocable Trust, dated October 7, 2002

c/o Tim Considine

Considine & Considine

1501 Fifth Avenue, Suite 400

San Diego, CA  92101-3202

Facsimile No.:  (619) 231-8244

Telephone No.: (619) 231-1977


The Jeanette Sachs Phelps Irrevocable Trust, dated October 7, 2002

c/o Tim Considine

Considine & Considine

1501 Fifth Avenue, Suite 400

San Diego, CA  92101-3202

Facsimile No.:  (619) 231-8244

Telephone No.: (619) 231-1977


The Kathryn Ann Sachs Irrevocable Trust, dated October 7, 2002

c/o Tim Considine

Considine & Considine

1501 Fifth Avenue, Suite 400

San Diego, CA  92101-3202

Facsimile No.:  (619) 231-8244

Telephone No.: (619) 231-1977


The Linda Lee Reece Irrevocable Trust, dated October 7, 2002

c/o Tim Considine

Considine & Considine

1501 Fifth Avenue, Suite 400

San Diego, CA  92101-3202

Facsimile No.:  (619) 231-8244

Telephone No.: (619) 231-1977


with a copy to:

Seltzer Caplan McMahon Vitek

991750 B Street, Suite 2100

San Diego, CA  92101

Attention:  David Dorne, Esq.

Facsimile No.: (619) 702-6806

Telephone No.: (619) 685-3027










if to John M. Sachs or the Indemnification Representative, to:

John M. Sachs

2399 Camino del Rio, Suite 101

San Diego, California 92108
Facsimile No.: (619) 295-3534

Telephone No.:  (619) 299-4600

with a copy to:

Seltzer Caplan McMahon Vitek

991750 B Street, Suite 2100

San Diego, CA  92101

Attention:  David Dorne, Esq.

Facsimile No.: (619) 702-6806

Telephone No.: (619) 685-3027










15.Amendments and Waivers.  Any term of this Agreement may be
amended and the observance of any term of the Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of Essex and the Holders holding at least fifty
percent (50%) of the aggregate of the outstanding Registrable Securities.  Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any securities subject to this Agreement at the time
outstanding (including securities into which such securities are convertible),
each future holder of all such securities, and Essex.  Notwithstanding the
foregoing, any Holder may waive the effectiveness or application of any
provision of this Agreement as to itself, without affecting such effectiveness
or application as to any other Holder.  

16.Entire Agreement.  This Agreement and the other documents
and agreements referred to therein constitute the entire understanding and
agreement among the parties with regard to the subject matter hereof and
thereof.


17.Severability.  If one or more provisions of this Agreement
are determined to be unenforceable under applicable law, such provisions shall
be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


18.Venue.  The venue for resolving any dispute arising under
this Agreement shall be a state or federal court sitting in San Diego County,
California.


 

[signature page follows]


IN WITNESS WHEREOF, Essex and the Company Shareholders have executed this
Agreement as of the date indicated above.  


 
ESSEX PROPERTY TRUST, INC.


 

By:

Name:

Title:


 

 

Company shareholders:


 














THE SACHS FAMILY 1983 TRUST,

DATED SEPTEMBER 12, 1983


 
By:

Name:

Title:  Trustee


 

By:

Name:

Title:  Trustee


 














THE JEFFREY DEAN SACHS 

IRREVOCABLE TRUST,

DATED OCTOBER 7, 2002


 
By:

Name:

Title:  Trustee


 

By:

Name:

Title:  Trustee


 














THE SHARON CAROLE 

IRREVOCABLE TRUST,

DATED OCTOBER 7, 2002


 
By:

Name:

Title:  Trustee


 

By:

Name:

Title:  Trustee


 














THE JEANETTE SACHS PHELPS

IRREVOCABLE TRUST,

DATED OCTOBER 7, 2002


 
By:

Name:

Title:  Trustee


 

By:

Name:

Title:  Trustee


 














THE KATHRYN ANN SACHS

IRREVOCABLE TRUST,

DATED OCTOBER 7, 2002


 
By:

Name:

Title:  Trustee


By:

Name:

Title:  Trustee


THE LINDA LEE REECE














IRREVOCABLE TRUST,

DATED OCTOBER 7, 2002


 
By:

Name:

Title:  Trustee


 

 

By:

Name:

Title:  Trustee