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                                                                    EXHIBIT 10.2

                                ESCROW AGREEMENT

Date: September 21, 2000
File No.
Escrow Agent: CHICAGO TITLE INSURANCE COMPANY
Parties: Mack-Cali Realty Corporation, a Maryland corporation, Mack-Cali Realty,
L.P., a Delaware limited partnership (collectively, "Mack-Cali"), Prentiss
Properties Trust, a Maryland real estate trust and Prentiss Properties
Acquisition Partners, L.P., a Delaware limited partnership (collectively,
"Prentiss" and together with Mack-Cali, the "Parties")


In connection with the Termination and Release Agreement dated September 21,
2000 among the Parties, the Parties enter into this Escrow Agreement (the
"Agreement") and hereby authorize Escrow Agent to hold monies according to the
following terms and conditions:

1.    The sum to be escrowed is $25,000,000.00 (the "Escrowed Funds").

2.    The funds are to be held pending satisfaction of the following:

      Upon delivery to the Escrow Agent and Mack-Cali by Prentiss of either (i)
      a letter from Prentiss' independent accountants indicating the maximum
      amount of money that can be paid at that time to Prentiss without causing
      Prentiss to fail to meet the REIT Requirements (as hereinafter defined) or
      (ii) a Fee Tax Opinion (as hereinafter defined), in either of such events,
      the Escrow Agent shall deliver to Prentiss funds from the Escrow account,
      in the case of 2(i) above, the lesser of the amount of funds remaining in
      the escrow account and the maximum amount stated in the letter referred to
      in 2(i) above, or in the case of 2(ii) above, the amount of funds
      remaining in the escrow account. A "Fee Tax Opinion" shall mean a letter
      from outside counsel of Prentiss indicating that Prentiss has received a
      ruling from the Internal Revenue Service holding that the receipt by
      Prentiss Properties Acquisition Partners, L.P. and/or Prentiss Properties
      Trust of the funds held in escrow would not cause Prentiss to fail to meet
      the REIT Requirements as hereinafter defined. "REIT Requirements" shall
      mean compliance with Sections 856(c)(2) and (3) of the Internal Revenue
      Code of 1986, as amended. Upon the Escrow Agent's receipt of the letter
      referred to in 2(i) above or the Fee Tax Opinion defined and referred to
      in 2(ii) above, the Escrow Agent shall release the Escrowed Funds or any
      part thereof to Prentiss Properties Acquisition Partners, L.P., pursuant
      to the written directions and instructions of Prentiss' independent
      accountants and/or outside counsel directed to and received by the Escrow
      Agent.

3.    The funds are to be released ONLY upon written notification given by
      Prentiss in accordance with Paragraph 2 above. If any funds remain in
      Escrow subsequent to December 31, 2005, the Escrow Agent shall return such
      funds to Mack-Cali.

4.    In the event no written notification is received by Escrow Agent on or
      before the date cited in Paragraph 3 above, Escrow Agent shall return all
      remaining funds to Mack-Cali, without any recourse or liability to Escrow
      Agent and without notice to Prentiss.


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5.    In the event a controversy arises over said funds, Escrow Agent, at its
      sole discretion, may tender the funds into court for settlement, after
      deducting its attorney's fees, court costs, and escrow fees, if any, which
      have accrued.

6.    Prentiss agrees to save and hold Escrow Agent harmless from any liability
      arising under and as a result of this Escrow Agreement, and the Parties
      further agree that the Escrow Agent may, at its option, require the
      receipt, release and authorization in writing of all Parties before paying
      money or delivering or redelivering documents or property to any Party or
      to third parties. Escrow Agent shall not be liable for any interest or
      other charges on the money held by it. Notwithstanding the above, Escrow
      Agent shall invest said funds in accordance with an agreement to be
      executed between Prentiss and Escrow Agent and the terms and conditions of
      said agreement shall become a part of this Escrow Agreement. All interest
      earned with respect to said funds shall become part of the Escrowed Funds
      and shall be distributed in accordance with paragraph 2 of this Agreement.
      Except as set forth in Paragraph 7(c) below, Prentiss shall be solely
      responsible for the fees of the Escrow Agent hereunder.

7.    (a) Escrow Agent shall hold possession of and solely keep all of the
      Escrowed Funds and closing documents subject to the terms and conditions
      of this Agreement, and shall deliver and dispose of the same according to
      the terms and conditions hereof, and shall deal with the parties hereto in
      relation to the sums and documents so escrowed fairly and impartially
      according to the intent of the parties as herein expressed, provided
      however that Escrow Agent is to be considered as a depository only, shall
      not be deemed to be a party to any document other than this Agreement, and
      shall not responsible or liable in any manner whatsoever for the
      sufficiency, manner of execution, or validity of any written instructions,
      certificates or any other documents received by it, nor as to the
      identity, authority or right of any persons executing the same.

      (b) Escrow Agent shall not at any time be held liable for actions taken or
      omitted to be taken in good faith and without gross negligence. The
      Parties agree to save and hold Escrow Agent harmless from any loss and
      from any claims or demands arising out of its actions hereunder and
      Prentiss hereby agrees to indemnify Escrow Agent from any claims or
      demands for losses arising out of its activities hereunder, except as set
      forth in paragraph 7(c) below.

      (c) It is further understood by the Parties that if, as the result of any
      disagreement between them or adverse demands and claims being made by any
      of them upon Escrow Agent, or if Escrow Agent otherwise shall become
      involved in litigation with respect to this Agreement, such Parties agree
      that they, jointly and severally, are and shall be liable to Escrow Agent
      and shall reimburse Escrow Agent on demand for all costs, expenses and
      counsel fees it shall incur or be compelled to pay by reason of such
      litigation, including reasonable compensation to Escrow Agent for time
      expended in connection with any such dispute or litigation. Prentiss and
      Mack-Cali agree among themselves that each shall be responsible to advance
      one-half of all amounts due Escrow Agent under this paragraph 7(c),
      provided that any such advance by the Parties as the result of any dispute
      or litigation between them shall be without prejudice to their right to
      recover such amount as damages from the breaching party.


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      (d) In taking or omitting to take any action whatsoever hereunder, Escrow
      Agent shall be protected in relying upon any notice, paper, or other
      document believed by it to be genuine, or upon evidence deemed by it to be
      sufficient, and in no event shall Escrow Agent be liable hereunder for any
      act performed or omitted to be performed by it hereunder in the absence of
      gross negligence or bad faith. Escrow Agent may consult with counsel in
      connection with its duties hereunder and shall be fully protected in any
      act taken, suffered or permitted by it in good faith and without gross
      negligence in accordance with the advice of such counsel.

8.    The Parties hereby agree that the funds described above shall be vested in
      Escrow Agent, and the Parties hereby grant, convey and deposit the funds
      under the absolute control and possession of Escrow Agent until such time
      as the funds are disbursed in accordance with the provisions of this
      Escrow Agreement.

9.    The foregoing terms, along with the Agreement for Purchase and Sale of
      even date by and among Prentiss Properties Acquisition Partners, L.P. and
      Mack-Cali Texas Property, L.P. and the Termination and Release Agreement
      of even date by and between the Parties, constitute the entire agreement
      between the Parties, and this Agreement shall not be modified, changed or
      amended by any subsequent written or oral agreement unless agreed to in
      writing by the Parties and the Escrow Agent.

10.   NOTICES. All notices, demands, requests or other communication which may
      or shall be given or served by any party to this Agreement upon any other
      Party to this Agreement, shall be deemed to have been given or served
      three (3) business days after the date the same is deposited in the United
      States mail, registered or certified, return receipt requested, postage
      prepaid and addressed to the following:


      If to Seller:     Mack-Cali Realty Corporation
                        11 Commerce Drive
                        Cranford, New Jersey  07016
                        Attention:  Mitchell E. Hersh
                                    Chief Executive Officer
                                    and
                                    Roger W. Thomas
                                    Executive Vice President, General Counsel
                                    and Secretary

      With copies to:   Pryor Cashman Sherman & Flynn LLP
                        410 Park Avenue
                        New York, New York  10022
                        Attention:  Blake Hornick, Esq.
                        Fax No.     (212) 326-0806

      If to Purchaser:  Prentiss Properties Trust
                        3890 W. Northwest Highway, Suite 400
                        Dallas, Texas  75220


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                        Attention:  Thomas F. August
                                    President and Chief Executive Officer
                        Fax No.     (214) 350-2408
                                    and
                                    J. Kevan Dilbeck
                                    Senior Vice President and General Counsel
                        Fax No.     (214) 350-2409

      With a copy to:   Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                        1700 Pacific Avenue, Suite 4100
                        Dallas, Texas 75201
                        Attention:  Michael E. Dillard, P.C.
                        Fax No.     (214) 969-4343

If to Escrow Agent:     Chicago Title Insurance Company
                        Attention:  Ellen Schwab
                        2001 Bryan Street, Suite 1700
                        Dallas, Texas  75201


      All Parties shall have the right from time to time to designate by written
      notice to all other Parties any other address or place where such notice,
      demand, or request be addressed.

11.   MISCELLANEOUS.

            (a) This Agreement shall be binding upon and inure to the benefit of
      the parties hereto and their respective heirs, executors, administrators,
      representatives, successors and assigns.

            (b) This Agreement shall be construed under and governed by the laws
      of the State of Texas, and, in the event that any provision hereof shall
      be deemed illegal or unenforceable, said provision shall be severed
      herefrom and the remainder of this Agreement shall be enforced in
      accordance with the intentions of the parties as herein expressed.

            (c) This Agreement may be executed in counterparts, all of which
      taken together shall constitute one agreement.



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PRENTISS:                           MACK-CALI:



Prentiss Properties Trust           Mack-Cali Realty Corporation
a Maryland real estate              a Maryland corporation
investment trust


By: /s/ J. Kevan Dilbeck            By: /s/ James A. Clabby
    ---------------------------         ---------------------------
Name: J. Kevan Dilbeck              Name: James A. Clabby
Title: Senior Vice President        Title: Senior Vice President

Prentiss Properties Acquisition     Mack-Cali Realty, L.P.
    Partners, L.P.                  a Delaware limited partnership
a Delaware limited partnership      By:  Mack-Cali Realty Corporation
By:  Prentiss Properties I, Inc.         its managing general partner
     a Delaware corporation
     general partner

By: /s/ J. Kevan Dilbeck            By: /s/ James A. Clabby
    ---------------------------         ---------------------------
Name: J. Kevan Dilbeck              Name: James A. Clabby
Title: Senior Vice President        Title: Senior Vice President



Escrow Agent acknowledges receipt of the money in the amount of $25,000,000.00
to be held in accordance with the terms of the foregoing agreement. Escrow Agent
does not assume and shall not be liable for the performance or nonperformance of
any Party to this agreement.

                                    ESCROW AGENT:

                                    CHICAGO TITLE INSURANCE COMPANY,
                                    a Missouri corporation


                                    By: /s/ Ellen Schwab
                                        ----------------------------
                                    Name: Ellen Schwab
                                    Title: Escrow Officer



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