Exhibit 10.1

SEVENTH AMENDMENT TO THE
                             FIRST AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP OF
                               ESSEX PORTFOLIO, L.P.

Dated as of June 26, 2003

This Seventh Amendment to the First Amended and Restated Agreement of Limited
Partnership of Essex Portfolio, L.P., as amended (as amended, the
"Partnership Agreement"), dated as of the date shown above (the
"Amendment"), is executed by Essex Property Trust, Inc., a
Maryland corporation (the "General Partner"), as the General
Partner and on behalf of the existing Limited Partners of Essex Portfolio, L.P.
(the "Partnership") and any individuals to whom Series Z-1
Incentive Units are issued and who are admitted as Additional Limited Partners
on or after the date of this Amendment in accordance with the terms of the
Partnership Agreement and this Amendment and whose names will be set forth on
Exhibit R as holders of Series Z-1 Incentive Units issued pursuant
to this Amendment (the "Series Z-1 Partners").

RECITALS

WHEREAS, the Partnership was formed pursuant to the Partnership
Agreement;

WHEREAS, the Partnership desires to authorize the issuance as of the date
hereof an aggregate amount of 400,000 Series Z-1 Incentive Units (the
"Series Z-1 Incentive Units") of limited partnership interests
in the Partnership with rights, terms and conditions as set forth herein, which
will be issued from time to time to the Series Z-1 Partners in exchange for a
capital commitment (the "Capital Commitment") in the amount of
$1.00 per unit;

WHEREAS, pursuant to the authority granted to the General Partner under the
Partnership Agreement, the General Partner desires to amend the Partnership
Agreement (i) to allow the Partnership to issue the Series Z-1 Incentive Units
to the Series Z-1 Partners on or after the date of this Amendment and to admit
the Series Z-1 Partners as Additional Limited Partners and holders of Series Z-1
Incentive Units on or after the date of this Amendment and (ii) certain other
matters described herein; and

WHEREAS, upon the issuance of Series Z-1 Incentive Units to an individual, he
or she agrees to become a party to the Partnership Agreement as an Additional
Limited Partner and a Series Z-1 Partner by executing a counterpart signature
page to this Amendment and otherwise complying with the terms of this Amendment
and the Partnership Agreement, and agrees to be bound by all terms, conditions
and other provisions of this Amendment and the Partnership Agreement.

NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:

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1. Definitions
2. Amended Definitions
3. Section 1.1
4. Section 1.1
5. Section 1.1
6. Section 1.1
7. Section 1.1
8. Definitions
9. Restatement of Exhibit E
10. Admission of Series Z-1 Partners
11. Distributions to Series Z-1 Partners
12. Transfer Restrictions
13. Conversion Rights of Series Z-1 Partners
14. Section 10.8
15. The Partnership Agreement is hereby amended by adding the following language
after Section 10.9 thereof:
16. Restatement of Exhibit E
17. Voting Rights
18. Holders of the Series Z-1 Incentive Units will not have any voting rights or
rights to consent to any matters, except as set forth in Section 10(b)
below.
19. So long as any Series Z-1 Incentive Unit remains outstanding, the
Partnership shall not, without the affirmative vote of the holders of at least
two-thirds (2/3) of the Weighted Number of Series Z-1 Incentive Units amend,
alter or repeal any provisions of the Partnership Agreement, including, without
limitation, as a result of, or in connection with, a merger, consolidation or
otherwise, in a manner that would materially and adversely affect the powers,
special rights, preferences, privileges or voting power of the Series Z-1
Incentive Units or the holders thereof; provided, however, that
the following shall be deemed not to materially and adversely affect such
powers, special rights, preferences, privileges or voting power of the Series Z-
1 Incentive Units: (a) any revision or amendment of the definition of
"Series Z-1 Conversion Ratchet Percentage" or "Series Z-1 Target
FFO" in accordance with the proviso contained in each such definition; (b)
any increase in the amount of Partnership Interests, or the creation or issuance
of any other class or series of Partnership Interests, or obligation or security
convertible into, or evidencing the right to purchase, any such Partnership
Interests, ranking senior to, junior to or on a parity with the Series Z-1
Incentive Units with respect to payment of distributions or the distribution of
assets upon liquidation, dissolution or winding up; or (c) any amendment,
alteration or repeal of any provision(s) of the Partnership Agreement that also
materially and adversely affects the Common Units or the holders thereof in a
comparable and proportionate fashion; provided, further, that with
respect to the occurrence of a merger, consolidation or comparable transaction,
so long as (1) the Partnership is the surviving entity and the Series Z-1
Incentive Units remain outstanding with the terms thereof unchanged, or (2) the
resulting, surviving or transferee entity is a partnership, limited liability
company or other pass-through entity organized under the laws of any state and
substitutes the Series Z-1 Incentive Units for other interests in such entity
having substantially the same terms and rights as the Series Z-1 Incentive
Units, including with respect to distributions, conversions, voting rights and
rights upon liquidation, dissolution or winding-up, then the occurrence of any
such event shall not be deemed to materially and adversely affect such rights,
privileges or voting powers of the holders of the Series Z-1 Incentive Units.
Notwithstanding anything in this Section 10 to the contrary, the holders
of Series Z-1 Incentive Units shall have no right to vote or consent with
respect to any transaction that constitutes a Series Z-1 Trigger Event or that
constitutes a Series Z-1 Change in Control so long as the provisions of
Section 10.10(b) of the Partnership Agreement remain in effect.
20. Exhibit R
21. Ranking
22. Continuing Effect of Partnership Agreement
23. Counterparts

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IN WITNESS WHEREOF, the General Partner and the Series Z-1 Partners have
executed this Amendment as of the date indicated above.

GENERAL PARTNER

ESSEX PROPERTY TRUST, INC.,
a Maryland corporation as General Partner
of Essex Portfolio, L.P. and on behalf
of the existing Limited Partners

By:	_______________

Keith R. Guericke

Chief Executive Officer & President



S-1

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COUNTERPART LIMITED PARTNER SIGNATURE PAGE
                            ATTACHED TO AND MADE A PART OF THAT CERTAIN
                         SEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED
                      AGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P.

SERIES Z-1 PARTNER:







Name:____________________

S-2

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EXHIBIT A

[This is the current Exhibit A maintained by Essex,updated to refer
                to the new Series Z-1 Incentive Unit holders]

A-1

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EXHIBIT E

ALLOCATIONS

1. Allocation of Net Operating Income and Net Operating Loss
2. Net Operating Income
3. First, to the Partners, until the cumulative Net Operating Income allocated
pursuant to this subparagraph 1(a)(1) for the current and all prior
periods equals the cumulative Net Operating Loss allocated pursuant to
subparagraph 1(b)(2) hereof for all prior periods, among the Partners in
the same ratio and reverse order that such Net Operating Loss was allocated to
the Partners pursuant to subparagraph 1(b)(2) hereof (and, in the event
of a shift of a Partner's interest in the Partnership, to the Partners in a
manner that most equitably reflects the successors in interest to the
Partners).
4. Thereafter, the balance of the Net Operating Income, if any, shall be
allocated to the Partners in accordance with their respective Percentage
Interests.
5. Net Operating Loss
6. To the Partners in accordance with their respective Percentage
Interests.
7. Notwithstanding subparagraph 1(b)(1) hereof, to the extent any Net
Operating Loss allocated to a Partner under subparagraph 1(b)(1) hereof
or this subparagraph 1(b)(2) would cause such Partner (hereinafter, a
"Restricted Partner") to have an Adjusted Capital Account
Deficit as of the end of the fiscal year to which such Net Operating Loss
relates, such Net Operating Loss shall not be allocated to such Restricted
Partner and instead shall be allocated to the other Partner(s) (hereinafter, the
"Permitted Partners") pro rata in accordance with their
relative Percentage Interests.
8. Notwithstanding Sections 1(a) and (b) above, on any date on
which any Series A Preferred Stock, any Series B Preferred Stock, any Series C
Preferred Stock, any Series D Preferred Stock, any Series E Preferred Stock, or
any Series B Preferred Unit, any Series C Preferred Unit, any Series D Preferred
Unit or any Series E Preferred Unit (or other Preferred Stock or other Preferred
Units) is outstanding, Net Operating Income and Net Operating Loss shall be
allocated as follows:
9. Net Operating Income for any fiscal year or other applicable period shall be
allocated in the following order and priority:
10. First, to the Partners, until the cumulative Net Operating Income allocated
pursuant to this subparagraph 1(c)(1)(i) for the current and all prior
periods equals the cumulative Net Operating Loss allocated pursuant to
subparagraphs 1(c)(2)(iii) and (iv) hereof for all prior periods,
among the Partners in the same ratio and reverse order that such Net Operating
Loss was allocated (and, in the event of a shift of a Partner's interest in the
Partnership, to the Partners in a manner that most equitably reflects the
successors-in-interest to such Partners).
11. Second, to the General Partner, until the cumulative Net Operating Income
allocated pursuant to this subparagraph 1(c)(1)(ii) for the current and
all prior periods equals the cumulative Net Operating Loss allocated pursuant to
subparagraph 1(c)(2)(ii) hereof for all prior periods;
12. Third, on a pari passu basis, to (A) the General Partner until the
cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of dividends paid on
the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock
(and other Preferred Stock) as of or prior to the date of such allocation plus
the total amount of accrued but unpaid dividends on the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock and the Series E Preferred Stock (and other Preferred Stock) as
of such date; (B) to the holders of Series B Preferred Units until the
cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of Priority Return paid
on the Series B Preferred Units as of or prior to the date of such allocation
plus the total amount of accrued but unpaid Priority Return on the Series B
Preferred Units; (C) to the holders of Series C Preferred Units until the
cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of Priority Return
paid on the Series C Preferred Units as of or prior to the date of such
allocation plus the total amount of accrued but unpaid Priority Return on the
Series C Preferred Units; (D) to the holders of Series D Preferred Units until
the cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of Priority Return
paid on the Series D Preferred Units as of or prior to the date of such
allocation plus the total amount of accrued but unpaid Priority Return on the
Series D Preferred Units; and (E) to the holders of Series E Preferred Units
until the cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of Priority Return
paid on the Series E Preferred Units as of or prior to the date of such
allocation plus the total amount of accrued but unpaid Priority Return on the
Series E Preferred Units.
13. Thereafter, the balance of the Net Operating Income, if any, shall be
allocated to the Partners in accordance with their respective Percentage
Interests.
14. Net Operating Loss of the Partnership for each fiscal year or other
applicable period shall be allocated as follows:
15. First, to the Partners in accordance with, their respective Percentage
Interests until the Capital Account balances of the Limited Partners (not
including the holders of the Series B Preferred Units, the Series C Preferred
Units, the Series D Preferred Units and the Series E Preferred Units) are
reduced to zero (for purposes of this calculation, each Partner's Capital
Account balance shall be credited with the amount such Partner is obligated to
restore pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the
Regulations, or is deemed to be obligated to restore with respect to any deficit
balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(i)(5) of the Regulations);
16. Second, on a pari passu basis, to (A) the General Partner until its
Capital Account balance has been reduced to zero; (B) to the holders of Series B
Preferred Units until their Capital Account balances have been reduced to zero
(for purposes of this calculation, such Partners' share of Partnership Minimum
Gain shall be added back to their Capital Accounts); (C) to the holders of
Series C Preferred Units until their Capital Account balances have been reduced
to zero; (D) to the holders of Series D Preferred Units until their Capital
Account balances have been reduced to zero; and (E) to the holders of Series E
Preferred Units until their Capital Account balances have been reduced to zero
(for purposes of each such calculation, each Partner's Capital Account balance
shall be credited with the amount such Partner is obligated to restore pursuant
to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is
deemed to be obligated to restore with respect to any deficit balance pursuant
to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(1)(5) of the
Regulations);
17. Thereafter, to the Partners in accordance with their then Percentage
Interests;
18. Notwithstanding subparagraph 2(c)(2)(iii) hereof, to the extent any Net
Operating Loss allocated to a Partner under subparagraph 2(c)(2) would cause
such Partner (hereinafter, a "Restricted Partner") to have an
Adjusted Capital Account Deficit as of the end of the fiscal year to which such
Net Operating Loss relates, such Net Operating Loss shall not be allocated to
such Restricted Partner and instead shall be allocated to the other Partner(s)
(hereinafter, the "Permitted Partners") pro rata in
accordance with their relative Percentage Interests.
19. Adjustment of Percentage Interests Upon Conversion of Convertible
Preferred Stock to Common Stock
20. Allocation of Net Property Gain and Net Property Loss
21. Net Property Gain
22. First, to the Partners, until the cumulative Net Property Gain allocated
pursuant to this subparagraph 2(a)(1) for the current and all prior
periods equals the cumulative Net Property Loss allocated pursuant to
subparagraph 2(b)(2) hereof for all prior periods, among the Partners in
the same ratio and reverse order that such Net Property Loss was allocated to
the Partners pursuant to subparagraph 2(b)(2) hereof (and, in the event
of a shift of a Partner's interest in the Partnership, to the Partners in a
manner that most equitably reflects the successors in interest to the
Partners).
23. Thereafter, the balance of the Net Property Gain, if any, shall be allocated
to the Partners in accordance with their respective Percentage
Interests.
24. Net Property Loss
25. To the Partners in accordance with their respective Percentage
Interests.
26. Notwithstanding subparagraph 2(b)(1) hereof, to the extent any Net
Property Loss allocated to a Partner under subparagraph 2(b)(1) hereof or
this subparagraph 2(b)(2) would cause such Partner (hereinafter, a
"Restricted Partner") to have an Adjusted Capital Account
Deficit as of the end of the fiscal year to which such Net Property Loss
relates, such Net Property Loss shall not be allocated to such Restricted
Partner and instead shall be allocated to the other Partner(s) (hereinafter, the
"Permitted Partners") pro rata in accordance with their
relative Percentage Interests.
27. Notwithstanding Sections 2(a) and (b) above, on any date on which any
Series A Preferred Stock, any Series B Preferred Stock, any Series C
Preferred Stock, any Series D Preferred Stock, any Series E Preferred Stock
or any Series B Preferred Unit, any Series C Preferred Unit, any Series D
Preferred Unit or any Series E Preferred Unit (or other Preferred Stock or other
Preferred Units) is outstanding, Net Property Gain and Net Property Loss shall
be allocated as follows:
28. Net Property Gain for any fiscal year or other applicable period shall be
allocated in the following order and priority:
29. First, to the Partners, until the cumulative Net Property Gain allocated
pursuant to this subparagraph 2(c)(1)(i) for the current and all prior
periods equals the cumulative Net Property Loss allocated pursuant to
subparagraphs 2(c)(2)(iii) and (iv) hereof for all prior periods, among
the Partners in the same ratio and reverse order that such Net Property Loss was
allocated (and, in the event of a shift of a Partner's interest in the
Partnership, to the Partners in a manner that most equitably reflects the
successors in interest to such Partners);
30. Second, to the General Partner, until the cumulative Net Property Gain
allocated pursuant to this subparagraph 2(c)(1)(ii) for the current and
all prior periods equals the cumulative Net Property Loss allocated pursuant to
subparagraph 2(c)(2)(ii) hereof for all prior periods;
31. Third, on a pari passu basis, to (A) the General Partner until the sum of
(x) the total cumulative amount of Net Operating Income allocated to the General
Partner under Section 1(c)(1)(iii) for the current and all prior periods
plus (y) the total cumulative amount of Net Property Gain allocated pursuant to
this subparagraph 2(c)(1)(iii) equals the total amount of dividends paid
on the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock
(and other Preferred Stock) as of or prior to the date of such allocation plus
the total amount of accrued but unpaid dividends on the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock and the Series E Preferred Stock (and other Preferred Stock) as
of such date; (B) to the holders of Series B Preferred Units until the sum of
(x) the total cumulative amount of Net Operating Income allocated to the holders
of the Series B Preferred Units under Section 1(c)(l)(iii) for the
current and all prior periods plus (y) the total cumulative amount of Net
Property Gain allocated pursuant to this subparagraph 2(c)(1)(iii) to the
holders of the Series B Preferred Units equal the total amount of Priority
Return paid on the Series B Preferred Units as of or prior to the date of such
allocation plus the total amount of accrued but unpaid Priority Return on the
Series B Preferred Units; (C) to the holders of Series C Preferred Units until
the sum of (x) the total cumulative amount of Net Operating Income allocated to
the holders of the Series C Preferred Units under
Section 1(c)(1)(iii) for the current and all prior periods plus (y)
the total cumulative amount of Net Property Gain allocated pursuant to this
subparagraph 2(c)(1)(iii) to the holders of the Series C Preferred Units
equals the total amount of Priority Return paid on the Series C Preferred Units
as of or prior to the date of such allocation plus the total amount of accrued
but unpaid Priority Return on the Series C Preferred Units; (D) to the holders
of Series D Preferred Units until the sum of (x) the total cumulative amount of
Net Operating Income allocated under Section 1(c)(1)(iii) for the current
and all prior periods plus (y) the cumulative amount of Net Property Gain
allocated pursuant to this subparagraph 2(c)(1)(iii) to the holders of
the Series D Preferred Units equals the total amount of Priority Return paid on
the Series D Preferred Units as of or prior to the date of such allocation plus
the total amount of accrued but unpaid Priority Return on the Series D Preferred
Units; (E) to the holders of Series E Preferred Units until the sum of (x) the
total cumulative amount of Net Operating Income allocated under
Section 1(c)(1)(iii) for the current and all prior periods plus (y)
the cumulative amount of Net Property Gain allocated pursuant to this
subparagraph 2(c)(1)(iii) to the holders of the Series E Preferred Units
equals the total amount of Priority Return paid on the Series E Preferred Units
as of or prior to the date of such allocation plus the total amount of accrued
but unpaid Priority Return on the Series E Preferred Units.
32. Thereafter, the balance of the Net Property Gain, if any, shall be allocated
to the Partners in accordance with their respective Percentage
Interests.
33. Net Property Loss of the Partnership for each fiscal year or other
applicable period shall be allocated as follows:
34. First, to the Partners in accordance with their respective Percentage
Interests until the Capital Account balances of the Limited Partners (not
including the holders of the Series B Preferred Units, the Series C Preferred
Units, the Series D Preferred Units and the Series E Preferred Units) are
reduced to zero (for purposes of this calculation, such Partners' share of
Partnership Minimum Gain shall be added back to their Capital Accounts);
35. Second, on a pari passu basis, to (A) the General Partner until its Capital
Account balance has been reduced to zero (for purposes of this calculation, such
Partner's share of Partnership Minimum Gain shall be added back to its Capital
Account); (B) to the holders of Series B Preferred Units until their Capital
Account balances have been reduced to zero (for purposes of this calculation,
such Partners' share of Partnership Minimum Gain shall be added back to their
Capital Accounts); (C) to the holders of Series C Preferred Units until their
Capital Account balances have been reduced to zero (for purposes of this
calculation, such Partners' share of Partnership Minimum Gain shall be added
back to their Capital Accounts); (D) to the holders of Series D Preferred Units
until their Capital Account balances have been reduced to zero (for purposes of
this calculation, such Partners' share of Partnership Minimum Gain shall be
added back to their Capital Accounts); and (E) to the holders of Series E
Preferred Units until their Capital Account balances have been reduced to zero
(for purposes of this calculation, such Partners' share of Partnership Minimum
Gain shall be added back to their Capital Accounts);
36. Thereafter, to the Partners in accordance with their then Percentage
Interests;
37. Notwithstanding subparagraph 2(c)(2)(iii) hereof, to the extent any Net
Property Loss allocated to a Partner under subparagraph 2(c)(2) would cause such
Partner (hereinafter, a "Restricted Partner") to have an
Adjusted Capital Account Deficit as of the end of the fiscal year to which such
Net Property Loss relates, such Net Property Loss shall not be allocated to such
Restricted Partner and instead shall be allocated to the other Partner(s)
(hereinafter, the "Permitted Partners") pro rata in accordance
with their relative Percentage .  Interests.
38. Special Allocation to Holders of Series Z Incentive Units
39. Subject only to the provisions of [Section 2(c)(iii)] but
notwithstanding any other provision of this Section 2, in the year in
which the Partnership sells or otherwise disposes of all or substantially all of
its assets in a single transaction or a series of related transactions, Net
Property Gain shall first be allocated to the holders of the Series Z Incentive
Units pro rata in proportion to the number of such Series Z Incentive
Units outstanding, until the Capital Account balance attributable to each such
Series Z Incentive Unit is equal to (A) the aggregate Capital Account balance
attributable to the Common Units outstanding (including any other Partnership
Units convertible into Common Units) divided by (B) the number of such Common
Units outstanding.  If Net Property Gain is insufficient to make the full
allocation provided in the preceding sentence, then, in lieu of such special
allocation of Net Property Gain provided in the preceding sentence, items of
gross capital gain shall be allocated to the holders of Series Z Incentive
Units, and, if such gross items are insufficient to make the full required
allocation, items of gross capital loss shall be allocated pro rata with respect
to such Common Units.  The allocations pursuant to this paragraph (d) shall be
made after the allocation of Net Operating Income or Net Operating Loss for the
applicable period in which such sale or other disposition occurs.  For purposes
of this clause (1) of this Section 2(d) "all or substantially
all" means assets representing not less than 95% of the aggregate fair
market value of the Partnership's assets.
40. Notwithstanding anything herein to the contrary, for the 12-month period
following the occurrence of a Change of Control (A) Net Operating Loss and Net
Property Loss, if any, shall be allocated pursuant to Section 1(b) or
1(c)(2), as applicable, or Section 2(b) or 2(c)(2), as
applicable, as if the Percentage Interest of each Series Z Partner were zero,
and (B) with respect to each Series Z Partner at the earlier of (x) the date
such Partner makes the election to convert his Series Z Incentive Units pursuant
to Section 10.9(b)(i) or (y) the expiration of a period of twelve (12)
months after such Change in Control, items of income, gain, deduction and loss
shall be allocated so as to cause the Capital Account balance of each such
Series Z Partner, and, as soon as possible after the end of such twelve month
period, the Capital Account balances of all Partners, to be in the same ratio
and amounts as if the allocations required by clause (A) of this Section
2(d)(2) had not been made.
41. Special Allocation to Holders of Series Z-1 Incentive
Units
42. Subject only to the provisions of [Section 2(c)(iii)] but
notwithstanding any other provision of this Section 2, in the year in
which the Partnership sells or otherwise disposes of all or substantially all of
its assets in a single transaction or a series of related transactions, Net
Property Gain shall first be allocated to the holders of the Series Z-1
Incentive Units pro rata in proportion to the number of such Series Z-1
Incentive Units outstanding, until the Capital Account balance attributable to
each such Series Z-1 Incentive Unit is equal to (A) the aggregate Capital
Account balance attributable to the Common Units outstanding (including any
other Partnership Units convertible into Common Units) divided by (B) the number
of such Common Units outstanding.  If Net Property Gain is insufficient to make
the full allocation provided in the preceding sentence, then, in lieu of such
special allocation of Net Property Gain provided in the preceding sentence,
items of gross capital gain shall be allocated to the holders of Series Z-1
Incentive Units, and, if such gross items are insufficient to make the full
required allocation, items of gross capital loss shall be allocated pro rata
with respect to such Common Units.  The allocations pursuant to this paragraph
(d) shall be made after the allocation of Net Operating Income or Net Operating
Loss for the applicable period in which such sale or other disposition occurs.
For purposes of this clause (1) of this Section 2(e) "all or
substantially all" means assets representing not less than 95% of the
aggregate fair market value of the Partnership's assets.
43. Notwithstanding anything herein to the contrary, for the 12-month period
following the occurrence of a Series Z-1 Change of Control (A) Net Operating
Loss and Net Property Loss, if any, shall be allocated pursuant to Section
1(b) or 1(c)(2), as applicable, or Section 2(b) or
2(c)(2), as applicable, as if the Percentage Interest of each Series Z-1
Partner were zero, and (B) with respect to each Series Z-1 Partner at the
earlier of (x) the date such Partner makes the election to convert his Series Z-
1 Incentive Units pursuant to Section 10.10(b)(i) or (y) the expiration
of a period of twelve (12) months after such Series Z-1 Change in Control, items
of income, gain, deduction and loss shall be allocated so as to cause the
Capital Account balance of each such Series Z-1 Partner, and, as soon as
possible after the end of such twelve month period, the Capital Account balances
of all Partners, to be in the same ratio and amounts as if the allocations
required by clause (A) of this Section 2(e)(2) had not been
made.
44. Definition of Percentage Interest
45. Book-Up and Capital Account Adjustments
46. Special Allocations
47. Minimum Gain Chargeback (Nonrecourse Liabilities)
48. Minimum Gain Attributable to Partner Nonrecourse Debt
49. Qualified Income Offset
50. Nonrecourse Deductions
51. Partner Nonrecourse Deductions
52. Curative Allocations
53. Tax Allocations
54. Generally
55. Sections 1245/1250 Recapture
56. Allocations Respecting Section 704(c) and Revaluations
57. Code Section 752 Specification

E-10

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EXHIBIT M
                    ADDRESSES OF PARTNERS - PARTNERSHIP UNIT HOLDERSPartnership Unit Holders

[This is the current Exhibit M maintained by Essex, updated to refer
to the new Series Z-1 Incentive Unit holders]

M-1

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EXHIBIT R

[List of Series Z-1 Incentive Units holders maintained by Essex]

R-1

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EXHIBIT S

(Series Z-1 Target FFO amounts)

S-1

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