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                                                                    EXHIBIT 10.5


                          CENTERPOINT PROPERTIES TRUST
                             STOCK OPTION AGREEMENT


                  THIS STOCK OPTION AGREEMENT (the "Agreement") is dated as of
         March 8, 2000 between CenterPoint Properties Trust, a Maryland real
         estate investment trust (the "Company"), and John Gates, Jr. (the
         "Optionee").

                  This Agreement is made pursuant to, and is governed by, the
         CenterPoint Properties 1993 Stock Option Plan, as amended (the "Plan").
         Capitalized terms not otherwise defined herein shall have the meanings
         set forth in the Plan. The purpose of this Agreement is to establish a
         written agreement evidencing an option granted in accordance with the
         terms of the Plan. In this Agreement, "shares" means shares of the
         Company's Common Stock or other securities resulting from an adjustment
         under Article 8 of the Plan.

                  The parties agree as follows:

         1.       GRANT OF OPTION. The Company hereby grants to the Optionee an
                  option (the "Option") to purchase 46,243 shares under the
                  terms and conditions hereof.

         2.       TERM. The Option becomes exercisable and terminates in
                  accordance with the schedule set forth in Section 5 hereof;
                  provided, however, that in the event employment of the
                  Optionee with the Company or a Subsidiary terminates for any
                  reason, the Option shall terminate in accordance with the
                  provisions of Section 7.2 of the Plan.

         3.       PRICE. The price of each share purchased by exercise of the
                  Option is $34.9375.

         4.       PARTIAL EXERCISE. The Option, to the extent exercisable under
                  Section 5 hereof, may be exercised in whole or in part
                  provided that the Option may not be exercised for less than
                  100 shares in any single transaction unless such exercise
                  pertains tot he entire number of shares then covered by the
                  Option.

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         5.       EXERCISE PERIOD.

                  (a)      Except as otherwise provided in the Plan or in this
                           Agreement, the Option shall become exercisable as
                           follows:

<TABLE>
<CAPTION>

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                                     Time Period                                                 Exercisable
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<S>                                                                                     <C>
Prior to the first anniversary of the date of this Agreement                            None
----------------------------------------------------------------------------------------------------------------------
After the first anniversary of the date of this Agreement                               One-fifth
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After the second anniversary of the date of this Agreement                              Two-fifths
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After the third anniversary of the date of this Agreement                               Three-fifths
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After the fourth anniversary of the date of this Agreement                              Four-fifths
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After the fifth anniversary of the date of this Agreement                               All
----------------------------------------------------------------------------------------------------------------------

</TABLE>

                  (b)      If it has not previously terminated pursuant to the
                           terms of the Plan or this Agreement, the Option shall
                           terminate at the close of business on the day before
                           the tenth anniversary of the date of this Agreement.

         6.       METHOD OF EXERCISE. The Option shall be exercised by written
                  notice by Optionee to the Company specifying the number of
                  shares that such person elects to purchase, accompanied by
                  full payment, in cash or current funds, for such shares.

         7.       ISO TREATMENT. It is intended that the Option shall qualify as
                  an "incentive stock option" as described in Section 422 of the
                  Internal Revenue Code of 1986, as amended.

         8.       RIGHTS OF STOCKHOLDER. No person, estate, or other entity will
                  have the rights of a stockholder with respect to shares
                  subject to the Options until a certificate or certificates for
                  these shares have been delivered to the person exercising the
                  option.

         9.       RIGHTS OF THE COMPANY. This Agreement does not affect the
                  Company's right to take any corporate action, including other
                  changes in its right to recapitalize, reorganize or
                  consolidate, issue bonds, notes or stock, including preferred
                  stock or options therefor, to dissolve or liquidate, or to
                  sell or transfer any part of its assets or business.

         10.      CHANGES IN CAPITALIZATION. Upon the occurrence of an event
                  described in Section 8.1(a) of the Plan, the Committee shall
                  make the adjustments specified in Section 8.1(b) of the Plan.

         11.      TAXES. The company, if necessary or desirable, may pay or
                  withhold the amount of any tax attributable to any shares
                  deliverable under this Agreement, and the company may defer
                  making delivery until it is indemnified to its satisfaction
                  for that tax.

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         12.      COMPLIANCE WITH LAWS. Options are exercisable, and shares can
                  be delivered under this Agreement, only in compliance with all
                  applicable federal and state laws and regulations, including
                  without limitation state and federal securities laws, and the
                  rules of all stock exchanges on which the Common Stock is
                  listed at any time. Options may not be exercised and shares
                  may not be issued under this Agreement until the Company has
                  obtained the consent or approval of every regulatory body,
                  federal or state, having jurisdiction over such matters as the
                  Committee deems advisable. Each person or estate that acquired
                  the right to exercise an Option by bequest or inheritance may
                  be required by the Committee to furnish reasonable evidence of
                  ownership of the Option as a condition to the exercise of the
                  Option. In addition, the Committee may require such consents
                  and releases of taxing authorities as the Committee deems
                  advisable.

         13.      STOCK LEGENDS. Any certificate issued to evidence shares
                  issued under the Option shall bear such legends and statements
                  as The committee deems advisable to assure compliance with all
                  federal and state laws and regulations.

         14.      ASSIGNABILITY. The Option shall not be transferable other than
                  by will or the laws of descent and distribution. G the
                  Optionee's lifetime, the Option shall be exercisable only by
                  the Optionee, except as otherwise provided herein. The Option
                  shall be transferable, on the Optionee's death, to the
                  Optionee's estate and shall be exercisable, during the
                  Optionee's lifetime, by the Optionee's guardian or legal
                  representative.

         15.      NO RIGHT OF EMPLOYMENT. Nothing in this Agreement shall confer
                  any right on an employee to continue in the employ of the
                  Company or shall interfere in any way with the right of the
                  Company to terminate such employee's employment at any time.

         16.      AMENDMENT OF OPTION. The Company may alter, amend, or
                  terminate the Option only with the Optionee's consent, except
                  for adjustments expressly provided by this Agreement.

         17.      CHOICE OF LAW. The provisions of Section 9.6 of the Plan,
                  concerning choice of law, shall govern this Agreement.

         18.      MISCELLANEOUS. This Agreement is subject to and controlled by
                  the Plan. Any inconsistency between this Agreement and said
                  Plan shall be controlled by the Plan. This Agreement is the
                  final, complete, and exclusive expression of the understanding
                  between the parties and supersedes any prior or
                  contemporaneous agreement or representation, oral or written,
                  between them. Modification of this Agreement or waiver of a
                  condition herein must be written and signed by the party to be
                  bound. In the event that any paragraph or provision of this
                  Agreement shall be held to be illegal or unenforceable, such
                  paragraph or provision shall be severed from the Agreement and
                  the entire Agreement shall not fa9il on account thereof, but
                  shall otherwise remain in full force and effect.

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         19.      NOTICES. All notices and other communications required or
                  permitted under this Agreement shall be written, and shall be
                  either delivered personally or sent by registered or certified
                  first-class mail, postage prepaid and return receipt
                  requested, or by telex or telecopier, addressed as follows: if
                  to the Company, to the Company's principal office, and if to
                  the Optionee or his successor, to the address last furnished
                  by such person to the Company. Each such notice and
                  communication delivered personally shall be deemed to have
                  been given when delivered. Each such notice and communication
                  given by mail shall be deemed to have been given when it is
                  deposited in the United States mail in the manner specified
                  herein, and each such notice and communication given by telex
                  or telecopier shall be deemed to have been given when it is so
                  transmitted and the appropriate answer back is received. A
                  party may change its address for the purpose hereof by giving
                  notice in accordance with the provisions of this Section 19.

                  IN WITNESS WHEREOF, the Optionee and the Company have executed
                  this Agreement as of the date first written above.


                                       CENTERPOINT PROPERTIES TRUST



                                   By:
                                       -----------------------------------------

                                       Its: Senior Vice President and Treasurer
                                           -------------------------------------

                                                                         GRANTEE

                                       -----------------------------------------
                                       Print name:  John Gates, Jr.

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