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                                                                   EXHIBIT 10.29

                            [LINKLATERS LETTERHEAD]


                             Dated 15 September 1999




                          PROLOGIS MANAGEMENT S.A.R.L.
             FOR AND ON BEHALF OF PROLOGIS EUROPEAN PROPERTIES FUND

                                       and

                         PROLOGIS DEVELOPMENTS S.A.R.L.

                                       and

                        PROLOGIS FRANCE DEVELOPMENTS INC

                                       and

                             KINGSPARK HOLDINGS S.A.

                                       and

                                 PROLOGIS TRUST




                   STABILISED PROPERTY CONTRIBUTION AGREEMENT


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THIS AGREEMENT is made the 15th day of September 1999

BETWEEN: -

(1)      PROLOGIS MANAGEMENT S.A.R.L. whose registered office is at 25B
         Boulevard Royal L-2449 Luxembourg ("THE MANAGEMENT COMPANY") for and on
         behalf of PROLOGIS EUROPEAN PROPERTIES FUND (the "FUND" which
         expression shall include any direct or indirect wholly owned
         subsidiaries of ProLogis European Properties Fund) and

(2)      PROLOGIS DEVELOPMENTS S.A.R.L. whose registered office is at 69 Route
         D'Esch L-1470 Luxembourg ("PLDD")

(3)      PROLOGIS FRANCE DEVELOPMENTS INC ("PLDF") whose registered office is at
         1013 Centre Road, Wilmington, Delaware, 19805, County of New Castle and

(4)      KINGSPARK HOLDINGS S.A. ("KINGSPARK") whose registered office is at 69
         Route D'Esch L-1470 Luxembourg

(5)      PROLOGIS TRUST ("PROLOGIS") whose principal place of business is at
         14100 East 35th Place, Aurora, CO80011

It is HEREBY AGREED as follows:

1        DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS:

         Unless the context otherwise requires the words and phrases set out in
         this clause shall have the following meanings: -

         APPRAISAL means an appraisal and valuation of a Property by the
         Independent Appraiser including an assessment of the OMV of the
         relevant Property.

         CLASS B2 UNITS means Class B2 Units issued by the Fund as described in
         Article 9 of the Management Regulations.

         CLOSING means the first date determined by the Management Company on or
         prior to which subscription forms in relation to the first issuance of
         Class A(1) Units and/or Class C(1) Units have been received and
         accepted by the Management Company for and on behalf of the Fund which
         date is 15 September 1999.

         CONDITION means in relation to any Property that the Management Company
         on behalf of the Fund has confirmed on the basis, inter alia, of the
         Appraisal, that the Property satisfies the Investment and Operating
         Criteria at the Relevant Transfer Date.

         CONTRIBUTION AMOUNT means:

                  (a)      If a Property is acquired directly from a PLD Party:
                           the sum equivalent to 95% of the OMV of the relevant
                           Property (which the parties acknowledge is the agreed
                           market value taking account of the terms of this
                           Agreement) PROVIDED THAT if such Property is to be
                           transferred subject to any financial charges or other
                           indebtedness then (a) the amount of all liabilities
                           secured by such charge or other indebtedness as at
                           the Relevant Transfer Date shall be deducted from the
                           Contribution Amount and (b) all such liabilities
                           shall be assigned novated or otherwise transferred to
                           the Management Company on behalf of the Fund; OR


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                  (b)      if the Management Company on behalf of the Fund
                           acquires shares in a Property Owner rather than a
                           Property: the NAV of the shares in such Property
                           Owner computed in accordance with the policies
                           referred to in clause 5.6 and subject to
                           recalculation pursuant to clause 5.9;

         and in each case such Contribution Amount shall be approved by the
         Management Company on behalf of the Fund in accordance with clause 5
         and taking account of the Appraisal.

         DUE DILIGENCE means the PLD Party's investigation of the title and
         other matters relating to any Property as summarised in the document at
         Appendix 1 to this Agreement.

         ENCUMBRANCE means any claim, charge, mortgage, security, lien, option,
         equity, power of sale or hypothecation.

         FUND'S PORTFOLIO means the properties from time to time owned by the
         Management Company on behalf of the Fund or its wholly owned direct or
         indirect subsidiaries.

         GAAP means generally accepted accounting principles in the United
         States.

         INDEPENDENT APPRAISER means Jones Lang LaSalle or such other
         independent real estate appraisal and valuation professionals who are
         members of the appropriate professional body and/or appropriately
         licensed by the appropriate authority to operate in the jurisdiction
         where the relevant Property is located, such persons to be proposed by
         the Management Company and approved by the UAC.

         INVESTMENT AND OPERATING CRITERIA means (in relation to any Property)
         at the Relevant Transfer Date the Investment and Operating Criteria
         defined in the Private Placement Memorandum.

         MANAGEMENT REGULATIONS means the Management Regulations dated 10
         September 1999 in relation to ProLogis European Properties Fund.

         NAV means the value of all assets owned by the relevant Property Owner
         after deducting all liabilities but ignoring any deferred tax
         liabilities and in determining such value the value of the relevant
         Property shall be included at 95% (and not 100%) of its OMV.

         OMV has the meaning ascribed to that term in the Private Placement
         Memorandum.

         PLD PARTY means any of PLDD, PLDF and Kingspark and obligations which
         are expressed to be undertaken by "THE PLD PARTY" shall be obligations
         of the relevant one of PLDD or PLDF or Kingspark which owns an interest
         in the relevant Property or Property Owner.

         PRIVATE PLACEMENT MEMORANDUM means the Private Placement Memorandum
         dated 10 September 1999 in respect of ProLogis European Properties
         Fund.

         PROLOGIS RELATED PARTY means (a) ProLogis (b) an entity that directly
         or indirectly is controlled by ProLogis or (c) an entity at least 35
         per cent of whose economic interest is owned directly or indirectly by
         ProLogis; and the term "control" means the power to direct the
         management of such entity through voting rights, ownership or
         contractual obligations.

         PROPERTY means one or more of the warehouse and distribution properties
         which are owned (freehold or leasehold) from time to time by any PLD
         Party or its wholly owned direct or indirect subsidiaries


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         PROPERTY OWNER means a special purpose company which directly or
         indirectly owns one or more Stabilised Properties

         RELEVANT TRANSFER DATE means a date specified by the PLD Party which is

                  (a)      not earlier than twenty-five Working Days after the
                           date of service of the notice by the PLD Party under
                           Clause 5.1 in relation to any Property or Property
                           Owner; and

                  (c)      not later than six months and twenty-four Working
                           Days after the date of such notice

         STABILISATION DATE means the date on which the Management Company on
         behalf of the Fund informs the PLD Party of its agreement that the
         Condition has been satisfied in relation to any Property.

         STABILISED PROPERTY means a Property in respect of which the Management
         Company on behalf of the Fund has agreed that the Condition is
         satisfied.

         TARGET MARKETS means the markets identified as such in the Private
         Placement Memorandum.

         UAC means the Unitholders Advisory Committee set up in accordance with
         the Management Regulations.

         VAT means Value Added Tax pursuant to the 6th Council Directive
         77/388/EEC and any similar tax on turnover in any other jurisdiction.

         WARRANTIES means the warranties and representations set out in Schedule
         1 of this Agreement

         WORKING DAY means a day on which banks are open for business in
         Luxembourg (excluding Saturdays, Sundays and public holidays).

1.2      In this Agreement the headings shall not affect its interpretation.

2        AGREEMENT TO CONTRIBUTE

2.1      Subject to clause 2.2 on each Relevant Transfer Date with respect to
         any Property the Management Company on behalf of the Fund shall acquire
         and the PLD Party shall contribute (or procure the contribution of)
         such Stabilised Property to the Management Company on behalf of the
         Fund PROVIDED THAT such a contribution may be effected at the option of
         the PLD Party either:

         2.1.1    by a transfer of the relevant Stabilised Property; or

         2.1.2    by a transfer of the shares in the Property Owner of such
                  Stabilised Property provided that such entity owns no
                  properties other than one or more Stabilised Properties

         in each case in exchange for the Contribution Amount applicable to the
         relevant Properties, such Contribution Amount being satisfied as set
         out in Clause 5.13.

2.2      Kingspark may elect as to whether it wishes to transfer a Stabilised
         Property direct to the Management Company on behalf of the Fund in
         accordance with this Agreement or whether it wishes to transfer such
         Stabilised Property to PLDD in which case:-

         2.2.1    Kingspark will continue to perform the obligations of the PLD
                  Party in relation to such Property until the date of transfer
                  to PLDD where upon PLDD shall become responsible for them and
                  the obligations on the part of PLDD in relation to such


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                  Stabilised Property shall be as set out in this Agreement in
                  relation to Stabilised Properties generally; and

         2.2.2    Kingspark shall transfer to PLDD such Stabilised Property no
                  later than the Relevant Transfer Date. Such transfer may be
                  effected by a transfer of the Property itself or a transfer of
                  the shares in the Property Owner and Kingspark shall notify
                  the Management Company of the date of such transfer.

3        REPORTING OBLIGATIONS

         The PLD Party shall each provide the Management Company on behalf of
         the Fund with a report no less frequently than once every three months
         such report to include full details of:

3.1      The Properties then owned by the PLD Party;

3.2      The proposed development programme for such Properties;

3.3      The Properties then in the course of development with details of the
         anticipated date of practical completion of the base building
         construction;

3.4      The current position with regard to the letting of the Properties and
         the proposed future letting programme;

3.5      Analysis of the letting market for such Properties and anticipated
         rental levels;

3.6      The Properties ("THE POTENTIAL PROPERTIES") in respect of which the
         Condition is (in the reasonable opinion of the PLD Party) expected to
         be satisfied during the next twelve months.

3.7      Such other information as the Management Company on behalf of the Fund
         reasonably requires for the purpose of determining the adequacy of the
         financial resources of the Fund in relation to the likely availability
         of Stabilised Properties.

4        COPY LEASE DOCUMENTATION

4.1      In relation to each Potential Property the PLD Party shall promptly
         provide to the Management Company on behalf of the Fund a copy of all
         executed agreements for lease and leases.

5        PROCEDURE FOR CONTRIBUTION/TIMING

5.1      The PLD Party shall notify the Management Company on behalf of the Fund
         as soon as it believes that any Property (including any which are to be
         transferred from Kingspark to PLDD pursuant to clause 2.2) has
         satisfied the Investment and Operating Criteria. The PLD Party shall at
         the same time notify the Management Company;

         5.1.1    whether it wishes to contribute such Property or whether it
                  wishes to contribute the shares in the relevant Property Owner
                  (which option shall be available to the PLD Party only in
                  cases when the Property Owner owns no properties other than
                  Stabilised Properties nor any other material assets); and

         5.1.2    when it wishes the Relevant Transfer Date to be for such
                  Property; and

         5.1.3    any disclosures subject to which the warranties set out in
                  Schedule 1 are to be given in relation to such Property;

         5.1.4    (if the Property itself is to be transferred to the Management
                  Company on behalf of the Fund) particulars of the contracts,
                  warranties, and guarantees relating to the design,


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                  development and construction of the Property to be transferred
                  pursuant to clause 5.16.1; and

         5.1.5    (if the PLD Party is Kingspark) whether it intends to transfer
                  the Property or Property Owner to PLDD.

5.2      The Management Company on behalf of the Fund shall at its own expense
         promptly upon receiving the notification referred to in clause 5.1
         instruct the Independent Appraiser to carry out an Appraisal of the OMV
         of such Property (having regard to any material disclosures under
         clause 5.1.3) as at the Relevant Transfer Date proposed pursuant to
         clause 5.1 or as near thereto as practicable and the Management Company
         shall promptly provide the PLD Party with a copy of such Appraisal.

5.3      The Management Company on behalf of the Fund shall respond within
         fifteen Working Days of notification as referred to in clause 5.1
         stating;

         5.3.1    whether it agrees that such Condition is satisfied. Until it
                  indicates that the Condition has been satisfied the relevant
                  Property shall not become a Stabilised Property; and

         5.3.2    whether the Management Company on behalf of the Fund with the
                  approval of the UAC determines that it will not accept such
                  Property on account of the material disclosures referred to in
                  clause 5.1.3. If the Management Company on behalf of the Fund
                  with the approval of the UAC does so determine then the
                  relevant Property or Property Owner shall not be contributed
                  to the Management Company on behalf of the Fund and the
                  Management Company on behalf of the Fund shall have no
                  obligation to make any payment or issue any Class B2 Units in
                  relation to such Property and the PLD Party shall be free to
                  sell such Property in the open market without any obligation
                  ever to offer such Property to the Fund again.

5.4      If the PLD Party notifies the Management Company on behalf of the Fund
         that it intends to contribute the relevant Property Owner (and not the
         Stabilised Property direct) then the PLD Party may effect such
         contribution by transferring or procuring the transfer of the shares in

         (a) the Property Owner or

         (b) in any other company which directly or indirectly wholly owns the
         shares in the Property Owner provided that such other company has no
         other material assets or liabilities and references in this Agreement
         to the transfer of a Property Owner shall be deemed to include
         references to the transfer of such a company as referred to in this
         paragraph (b) in which case the balance sheets referred to in clause
         5.6 and clause 5.9 and paragraph 2 of Part III of Schedule 1 shall be
         considered.

5.5      Within five Working Days after the Stabilisation Date the PLD Party
         shall notify the Management Company on behalf of the Fund of the actual
         Relevant Transfer Date which shall be not less than ten Working Days
         after such notification.

5.6      Not less than ten Working Days prior to the Relevant Transfer Date for
         the transfer of shares in any Property Owner the PLD Party shall
         provide the Management Company on behalf of the Fund with a proforma
         balance sheet in respect of the Property Owner drawn up under GAAP
         reflecting the PLD Party's best estimate of the financial condition of
         the Property Owner as at the Relevant Transfer Date on the basis that
         (i) only 95% of the OMV of the Property shall be taken into account,
         such OMV having been established in the Appraisal; and (ii) any
         deferred


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         tax liabilities shall not be taken into account. The Contribution
         Amount shall be estimated by the PLD Party acting reasonably and
         properly on the basis of such balance sheet.

5.7      In the case of any transfer of a Stabilised Property the Contribution
         Amount shall be calculated by the PLD Party in accordance with clause
         1.1 and notified to the Management Company on behalf of the Fund in
         sufficient time to enable the Management Company on behalf of the Fund
         to approve it not less than ten Working Days prior to the Relevant
         Transfer Date.

5.8      The decision of the Management Company on behalf of the Fund in
         relation to the matters referred to in Clause 5.7 shall in the absence
         of manifest error be final and binding on the parties for all purposes.

5.9      In the case of a transfer of a Property Owner, within forty Working
         Days after the Relevant Transfer Date the PLD Party shall submit to the
         Management Company on behalf of the Fund a definitive balance sheet
         ("THE BALANCE SHEET") on the basis of which the Contribution Amount as
         referred to in Clause 5.6 shall be re-calculated.

         5.9.1    If such recalculation results in a higher Contribution Amount
                  than had been calculated at the Relevant Transfer Date then
                  the Fund shall either

                           (a)      subject to Clause 5.18, issue to the PLD
                                    Party Class B2 Units effective as at the
                                    Relevant Transfer Date in addition to those
                                    Class B2 Units requested under clause 5.10;
                                    and/or (at the option of the PLD Party such
                                    option to be notified at the same time as
                                    the submission of the Balance Sheet)

                           (b)      pay to the PLD Party cash

                  in an aggregate amount equivalent to the amount of such
                  difference in the Contribution Amount.

         5.9.2    If such recalculation results in a lower Contribution Amount
                  than had been calculated at the Relevant Transfer Date then
                  the PLD Party shall either

                           (a)      pay cash to the Management Company on behalf
                                    of the Fund; and/or (at the option of the
                                    PLD Party such option to be notified at the
                                    same time as the submission of the Balance
                                    Sheet)

                           (b)      take fewer Class B2 Units

                  in an aggregate amount equivalent to the amount of such
                  difference in the Contribution Amount.

5.10     Not less than ten Working Days prior to the Relevant Transfer Date the
         PLD Party shall inform the Management Company on behalf of the Fund of

         (a)      the amount (in Euros) (being part of the estimated
                  Contribution Amount as, in the case of the transfer of a
                  Property Owner, determined from the balance sheet referred to
                  in Clause 5.6) which it wishes to receive in respect of the
                  relevant Stabilised Property; and

         (b)      the amount (being the balance of such estimated Contribution
                  Amount) which it wishes to receive as Class B2 Units

         subject always to the provisions of Clauses 5.12, 5.13 and 5.18.


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         At the same time the PLD Party shall inform the Management Company on
         behalf of the Fund of the amount of the liabilities which shall be
         required to be repaid by the Management Company on behalf of the Fund
         pursuant to Clause 5.13.3.

5.11     If the Management Company on behalf of the Fund determines that it will
         be unable to (a) pay the cash portion of any estimated Contribution
         Amount calculated under clause 5.6 or (b) comply with its obligation
         under Clause 5.13.3 in relation to any Stabilised Property then the
         Management Company on behalf of the Fund shall so notify the PLD Party
         not more than five Working Days after the notice given by the PLD Party
         in Clause 5.10. Upon such notification being given to the PLD Party the
         relevant Stabilised Property or Property Owner shall not be contributed
         to the Management Company on behalf of the Fund and the Management
         Company on behalf of the Fund shall have no obligation to pay any
         Contribution Amount relevant to such Property or Property Owner. The
         PLD Party shall thereupon be entitled to dispose of such Property or
         Property Owner to any third party or the PLD Party may elect to keep
         such Property for its own purposes and if so the PLD Party shall be
         under no obligation ever to offer such Property to the Fund again.

5.12     The PLD Party may require the issue to it of Class B2 Units
         representing such proportion of the Contribution Amount as the PLD
         Party shall in its absolute discretion (but subject to the provisions
         of clause 5.14 below) determine PROVIDED THAT in respect of every
         Property which is contributed (directly or through a contribution of
         the shares in the Property Owner) the PLD Party shall request and
         ensure that there is sufficient equity in the Property Owner or the
         Property to allow the PLD Party to receive Class B2 Units to a value at
         least equivalent to:

         10% x (95% of the OMV of the relevant Property)

5.13     The Management Company on behalf of the Fund shall on the Relevant
         Transfer Date:

         5.13.1   Issue Class B2 Units to the PLD Party in respect of the amount
                  notified pursuant to clause 5.10 except that, in relation to
                  the transfer of a Property Owner, no Units shall be issued
                  until the Contribution in Kind report referred to in clause
                  5.18 has been prepared, but when issued the Units shall be
                  issued as at the Relevant Transfer Date; and

         5.13.2   Pay to the PLD Party cash equivalent to the balance of the (as
                  estimated under clause 5.6 of the case of a transfer of a
                  Property Owner) Contribution Amount (if any) which shall be
                  paid on the Relevant Transfer Date by the Fund to the PLD
                  Party in cleared funds in Euros on the Relevant Transfer Date
                  to an account designated by the PLD Party and notified to the
                  Management Company on behalf of the Fund not less than three
                  Working Days before the Relevant Transfer Date; and

         5.13.3   Unless otherwise agreed by the parties repay all financial
                  indebtedness secured on or otherwise related to any Stabilised
                  Property transferred to the Management Company on behalf of
                  the Fund (directly or through the transfer of a Property
                  Owner) on such Relevant Transfer Date and the PLD Party shall
                  provide the Management Company on behalf of the Fund with full
                  account and other details for the relevant repayments to be
                  made.

5.14     Notwithstanding the provisions of Clause 5.10 any issue of Class B2
         Units to the PLD Party in excess of the figure produced by the
         calculation set out in Clause 5.12 shall be subject to the approval of
         the UAC if immediately after the issue of such Class B2 Units the
         aggregate amount paid to all the PLD Parties in the form of Class B2
         Units under this Agreement in the


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         twelve month period immediately preceding the date of such issue would
         exceed 50% of the product of the following calculation:

                           95% x OMV of all Properties contributed (directly or
                           via direct or indirect transfers of shares in
                           Property Owners) to the Management Company on behalf
                           of the Fund during such twelve month period

         Provided that if

                           (a)      such consent of the UAC is not granted; and

                           (b)      the PLD Party requires (as determined in its
                                    absolute discretion) to receive Class B2
                                    Units in excess of such 50% maximum for
                                    purposes relating to the recognition of
                                    gains to ProLogis Trust under certain
                                    provisions of US tax law and regulations and
                                    not relating to any interest of the PLD
                                    Party in owning a greater number of B2 Units
                                    in the Fund;

         then the PLD Party shall be at liberty to sell the relevant Property or
         Property Owner to any other party including ProLogis Affiliates at any
         price or to retain it without any obligation to offer it again to the
         Fund;

         And Provided Further that if the PLD Party opts to receive additional
         Class B2 Units pursuant to clause 5.9.1(a) then such additional Class
         B2 Units shall be issued notwithstanding that their issue might breach
         such 50% maximum but such additional Class B2 Units shall be taken into
         account for the purposes of the calculation set out in this clause 5.14
         on all subsequent contributions of Properties and/or Property Owners

5.15     On the Relevant Transfer Date the parties shall enter into a transfer
         of the relevant Property or a transfer of the shares in the Property
         Owner (as the case may be) which shall achieve the transfer of the
         entire freehold or leasehold (as the case may be) ownership of such
         Property or the full legal and beneficial ownership of shares in the
         relevant jurisdiction. Notwithstanding the foregoing the Management
         Company on behalf of the Fund agrees to co-operate with the PLD Parties
         in achieving a tax efficient method of structuring the transfer of
         Properties and/or Property Owners to the Management Company on behalf
         of the Fund including and if appropriate the separate transfers of the
         legal and beneficial ownership of a Property subject to:

         5.15.1   the PLD Party bearing all additional legal costs incurred by
                  the Management Company on behalf of the Fund in relation to
                  any particular tax-efficient structure (other than any costs
                  incurred by the Management Company and/or the Fund in respect
                  of actions taken by either or both of them without the consent
                  of the PLD Parties); and

         5.15.2   the PLD Party indemnifying the Management Company on behalf of
                  the Fund for all liability which it might incur as a result of
                  it owning directly or indirectly the legal title to any
                  property at a time when the beneficial title to such property
                  is still vested directly or indirectly in the PLD Party; and

         5.15.3   the structuring not being prejudicial to the Fund other than
                  in immaterial respects.

         and in such case the warranty in paragraph 2.1 of Part I of Schedule 1
         shall be varied so as to (a) allow for the legal and beneficial
         ownership to be vested in two separate companies and (b) allow for the
         possibility that the Management Company on behalf of the Fund might
         itself already own the legal title as envisaged in clause 5.15.2 above.


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5.16     If the Property itself is to be transferred to the Management Company
         on behalf of the Fund the following additional provisions shall apply:-

         5.16.1   the parties shall use their best efforts (but without
                  incurring any financial obligation) to ensure that there are
                  on the Relevant Transfer Date transferred to the Management
                  Company on behalf of the Fund (or held on trust for the
                  Management Company on behalf of the Fund) the benefit of all
                  contracts, warranties, claims, guarantees and other such
                  matters relating to the Property (including without limitation
                  its design, development, construction and title); and

         5.16.2   unless otherwise agreed by the parties, the Property shall be
                  transferred subject to financial charges, mortgages and liens
                  provided that the liability to which the same relate is fully
                  taken into account when calculating the Contribution Amount
                  for such Property and such liabilities are assigned, novated
                  or otherwise transferred to the Management Company on behalf
                  of the Fund; and

         5.16.3   if any adjoining property is retained by the relevant PLD
                  Party the transfer shall include such provision as to (i) the
                  grant and reservation of easements or rights for access and
                  the running of services over the Property and the retained
                  property and (ii) the maintenance and cost of any common areas
                  and common facilities as shall be appropriate and agreed
                  between the relevant PLD Party and the Management Company on
                  behalf of the Fund each acting reasonably.

5.17     The Fund and the Management Company shall act reasonably and promptly
         in giving or withholding confirmation that a Property has become
         Stabilised.

5.18     The obligation on the Management Company to issue Class B2 Units under
         this Clause 5 in respect of a Property Owner shall be subject to the
         requirement under Luxembourg law and regulatory practice for a
         contribution in kind report to be prepared in relation to such issue.
         The Management Company and the relevant PLD Party shall procure that
         such a report is prepared at the same time as each Balance Sheet under
         Clause 5.9 provided always to the extent that as a result the relevant
         PLD Party cannot be issued a certain number of B2 Units, the PLD Party
         shall be entitled to receive cash in lieu.

5.19     All costs associated with the Fund's financing of its acquisition of a
         Property or Property Owner shall be borne by the Fund.

5.20     On the Relevant Transfer Date the PLD Party shall deliver or make
         available to the Management Company the following:

         5.20.1   Title documents (or copies thereof if the same are held by a
                  third party chargee) in respect of the relevant Property; and

         5.20.2   (In the case of a transfer of a Property Owner) the
                  Certificate of Incorporation, corporate seal (if any), cheque
                  book (if any) and co-ordinated articles of incorporation of
                  the relevant Property Owner.

6        TRANSFER OF PROPERTIES WHEN THE CONDITION IS NOT SATISFIED

         PLDD and PLDF and Kingspark each hereby grant to the Management Company
         on behalf of the Fund the right of first refusal contained in Schedule
         2 hereto (without prejudice to clause 7).


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7        DEVELOPMENT

         PLDD and PLDF and Kingspark shall each exercise commercially reasonable
         efforts to ensure that any Property which any PLD Party develops
         acquires or improves shall satisfy the Condition.

8        PLD PARTIES' BUSINESS

8.1      Each PLD Party may notwithstanding any other provision of this
         Agreement and without any obligation to offer the relevant property to
         the Management Company on behalf of the Fund engage in the business of
         development and/or ownership and/or operation of warehouse and/or
         distribution facilities or properties:-

         8.1.1    in circumstances where the PLD Party has no legal, equitable
                  or beneficial interest in or ownership of such properties to
                  the intent that the PLD Party may carry out build-to-suit
                  developments and project management developments where the PLD
                  Party receives a fee for its services; and/or

         8.1.2    in circumstances where Properties or Property Owners have been
                  offered to the Fund but the Management Company on behalf of
                  the Fund has been unable to pay for them or has declined to
                  acquire them; and/or

         8.1.3    in circumstances where the PLD Party has acquired a Property
                  or a Property Owner from the Management Company on behalf of
                  the Fund following a decision by the Management Company on
                  behalf of the Fund to dispose of such Property or Property
                  Owner; and/or

         8.1.4    in respect of any warehouse and/or distribution facilities or
                  properties which the Management Company on behalf of the Fund
                  is not permitted to acquire under the terms of Articles 6, 7
                  or 8 of the Management Regulations.

8.2      The PLD Parties each agree that they shall not, except with the consent
         of the UAC (which shall not be unreasonably withheld), enter into any
         arrangements such as development joint ventures which would in the
         opinion of the PLD Parties be beneficial or neutral to the Fund but
         could result in the Management Company on behalf of the Fund owning
         less than 100% of either a Property or a Property Owner at the time
         when the relevant Property (or a partial interest therein) would be
         available for contribution to the Management Company on behalf of the
         Fund. If at any time the PLD Party wishes to dispose of any Property
         (with or without the interest of any joint venture partner), which is
         the subject of any such joint venture then it shall first offer the
         Property or its interest in it to the Management Company on behalf of
         the Fund in accordance with Schedule 2.

9        BALANCE SHEET AUDIT

         The Management Company on behalf of the Fund shall have the right to
         approve (such approval not to be unreasonably withheld) the Balance
         Sheet referred to in clause 5.9 and as part of such approval it may at
         the expense of the Fund carry out an audit of such Balance Sheet and
         the PLD Party shall co-operate in the provision of documentation and
         information reasonably required to facilitate the carrying out of such
         audit.

10       WARRANTIES

10.1     The PLD Party warrants (subject to clause 10.4) that the Warranties set
         out in Schedule 1 will be fulfilled and will be true and accurate in
         all respects and not misleading in any respect at the


<PAGE>

         Transfer Date for any Stabilised Property or relevant Property Owner
         which is then to be transferred to the Management Company on behalf of
         the Fund. The warranties set out in Part III of Schedule 1 apply only
         if the transfer is to be a transfer of the Property Owner.

10.2     The PLD Party acknowledges that the Management Company on behalf of the
         Fund will acquire the Stabilised Properties or relevant Property Owner
         in reliance upon, amongst other things, the Warranties.

10.3     The Warranties are given by the relevant PLD Party only in relation to
         Properties or Property Owners which are to be contributed by that PLD
         Party.

10.4     The PLD Party's warranty in clause 10.1 above is subject to:

         10.4.1   any matter which is fairly and fully disclosed to the
                  Management Company on behalf of the Fund prior to the Relevant
                  Transfer Date and to which the Management Company has not
                  objected pursuant to clause 5.3.2; and

         10.4.2   any matter or thing hereafter done or omitted to be done
                  pursuant to this Agreement or otherwise at the request of or
                  with the approval of the Management Company on behalf of the
                  Fund.

10.5     The Warranties and all other provisions of this Agreement in so far as
         the same shall not have been performed by the transfer of each relevant
         Property or Property Owner shall not be extinguished or affected by
         such transfer or by any other event or matter whatsoever, except by a
         specific written waiver or release by the Management Company on behalf
         of the Fund.

10.6     LIMITATION OF LIABILITY:

         Notwithstanding the provisions of Clause 10.1, the PLD Party shall not
         be liable under this Agreement:

         10.6.1   TIME LIMITS: In respect of any warranty claim unless notice of
                  such claim is given in writing by the Management Company on
                  behalf of the Fund to the PLD Party setting out reasonable
                  details of the specific matter in respect of which the claim
                  is made including if practicable an estimate of the amount of
                  such claim, within one year after the Relevant Transfer Date
                  when such warranty (upon which the claim is based) was given;

         10.6.2   MINIMUM CLAIMS: In respect of any claim arising from any
                  single circumstance if the amount of the claim does not exceed
                  one per cent of the OMV of the relevant Property (save that
                  claims relating to a series of connected matters shall be
                  aggregated for this purpose) but if the PLD Party shall be
                  liable for a claim in excess of that amount in respect of the
                  relevant Property then the entire claim shall accrue against
                  and be recoverable from the PLD Party;

         10.6.3   MAXIMUM CLAIMS: In respect of any claim to the extent that the
                  liability of the PLD Party for all claims in aggregate made
                  under this Agreement in relation to any Property would exceed
                  95% of the OMV of the relevant Property;

         10.6.4   CONTINGENT LIABILITIES: in respect of any liability which is
                  contingent unless and until such contingent liability becomes
                  an actual liability and is due and payable;

         10.6.5   PROVISIONS: In respect of any claim if and to the extent that
                  proper provision or reserve is made for, or is taken account
                  of, the matter giving rise to the claim in the


<PAGE>

                  accounts on the basis of which the NAV for the relevant
                  Property Owner was calculated (and not subsequently released)
                  or in the relevant Appraisal Provided That if it transpires
                  that any provision or reserve was excessive an appropriate
                  balancing payment will be made by the Management Company on
                  behalf of the Fund to the PLD Party;

         10.6.6   DEFERRED TAX: For any claim in relation to deferred tax
                  liability;

         10.6.7   VOLUNTARY ACTS ETC: In respect of any matter, act, omission or
                  circumstance (or any combination thereof) (including, for the
                  avoidance of doubt, the aggravation of a matter or
                  circumstance) to the extent that the same would not have
                  occurred but for:

                  (i)      any voluntary act, omission or transaction of the
                           Fund or the Management Company, or its directors,
                           employees or agents, after the Relevant Transfer Date
                           in the ordinary course of its business;

                  (ii)     the passing of, or any change in, after the date of
                           this Agreement, any law, rule, regulation or
                           administrative practice of any government,
                           governmental department, agency or regulatory body
                           including (without prejudice to the generality of the
                           foregoing) any increase in the rates of taxation or
                           any imposition of taxation or any withdrawal of
                           relief from taxation not actually (or prospectively)
                           in effect at the date of this Agreement;

                  (iii)    any change in accounting or taxation policy, bases or
                           practice of the Management Company on behalf of the
                           Fund introduced or having effect after the Relevant
                           Transfer Date;

         10.6.8   SAVINGS BY THE FUND in any respect of any claim for any losses
                  suffered by the Management Company on behalf of the Fund to
                  the extent of any corresponding savings by or net benefit to
                  the Fund arising therefrom;

         10.6.9   INSURANCE: In respect of any claim to the extent that any
                  losses arising from such claim are covered by a policy of
                  insurance in force on the Relevant Transfer Date.

10.7     MITIGATION OF LOSS: The Management Company on behalf of the Fund shall
         procure that all reasonable steps are taken and all reasonable
         assistance is given to avoid or mitigate any losses which in the
         absence of mitigation might give rise to a liability in respect of any
         claim under this Agreement.

10.8     CONDUCT OF CLAIMS:

         10.8.1   If the Management Company on behalf of the Fund becomes aware
                  of any matter that may give rise to a claim against the PLD
                  Party under this Agreement notice of that fact shall be given
                  as soon as possible to the relevant PLD Party.

         10.8.2   Without prejudice to the validity of the claim or alleged
                  claim in question, the Management Company on behalf of the
                  Fund shall allow, the PLD Party and its accountants and
                  professional advisers to investigate the matter or
                  circumstance alleged to give rise to such claim and whether
                  and to what extent any amount is payable in respect of such
                  claim and for such purpose the Management Company on behalf of
                  the Fund shall give, subject to it being paid all reasonable
                  costs and expenses, all such information and assistance,
                  including access to premises and personnel, and the right to
                  examine and copy or photograph any Property, assets,


<PAGE>

                  accounts, documents and records, as the PLD Party or its
                  accountants or professional advisers may reasonably request.

         10.8.3   If the claim in question is a result of or in connection with
                  a claim by or liability to a third party then:

                  (i)      no admission of liability shall be made by or on
                           behalf of the Fund and the claim shall not be
                           compromised, disposed of or settled without the
                           consent of the PLD Party (which shall not be
                           unreasonably withheld or delayed);

                  (ii)     the PLD Party shall in consultation with the
                           Management Company be entitled at its own expense in
                           its reasonable discretion to take such action as it
                           shall deem necessary to avoid, dispute, deny, defend,
                           resist, appeal, compromise or contest such claim or
                           liability (including, without limitation, making
                           counterclaims or other claims against third parties)
                           in the name of and on behalf of the Fund and to have
                           the conduct of any related proceedings, negotiations
                           or appeals;

                  (iii)    the Management Company on behalf of the Fund will
                           give and procure that the relevant Property Owner
                           gives, subject to their being paid all reasonable
                           costs and expenses, all such information and
                           assistance, including access to Properties and
                           personnel, and the right to examine and copy or
                           photograph any assets, accounts, documents and
                           records, for the purpose of avoiding, disputing,
                           denying, defending, resisting, appealing,
                           compromising or contesting any such claim or
                           liability as the PLD Party or its professional
                           advisers reasonably request. The PLD Party agrees to
                           keep all such information confidential and only to
                           use it for such purpose.

10.9     PRIOR RECEIPT: If the PLD Party pays an amount in discharge of any
         claim under this Agreement and the Management Company on behalf of the
         Fund or any Property Owner subsequently recovers (whether by payment,
         discount, credit, relief or otherwise) from a third party a sum which
         is referable to the subject matter of the claim and which would not
         otherwise have been received by the Management Company on behalf of the
         Fund, the Management Company on behalf of the Fund shall pay, or shall
         procure that the relevant Property Owner pays, to the PLD Party an
         amount equal to (i) the sum recovered from the third party less any
         reasonable costs and expenses incurred in obtaining such recovery or
         (ii) if less, the amount previously paid by the PLD Party to the
         Management Company on behalf of the Fund.

10.10    DOUBLE CLAIMS: The Management Company on behalf of the Fund shall not
         be entitled to recover from the PLD Party under this Agreement more
         than once in respect of the same damage suffered.

10.11    The PLD Parties agree that any claim which could otherwise be made by
         the Management Company on behalf of the Fund under any Warranty shall
         not be precluded or debarred on the grounds that the Management Company
         has actual or constructive knowledge or deemed knowledge of the matter
         to which such claim relates or on the grounds that reliance was not
         placed by the Management Company on such Warranty, and there shall be
         no reduction in the compensation payable as a result of the breach of
         such Warranty by reason of the grounds set out above.


<PAGE>

11       GENERAL PROVISIONS

11.1     This Agreement contains the whole agreement between the parties
         relating to the subject matter of this Agreement at the date hereof to
         the exclusion of any terms implied by law which may be excluded by
         contract. The Management Company on behalf of the Fund acknowledges
         that it has not been induced to enter into this Agreement by, and so
         far as is permitted by law and except in the case of fraud, hereby
         waives any remedy in respect of, any warranties, representations and
         undertakings not incorporated into this Agreement.

11.2     So far as is permitted by law and except in the case of fraud, the
         parties agree and acknowledge that the only right and remedy which
         shall be available to the Management Company on behalf of the Fund in
         connection with or arising out of or related to any of the statements
         contained in the Warranties shall be damages in contract for breach of
         this Agreement and not rescission of this Agreement.

11.3     Each PLD Party and the Management Company on behalf of the Fund
         confirms it has received independent legal advice relating to all the
         matters provided for in this Agreement, including the provisions of
         this Clause, and agrees having considered the terms of this Clause and
         the Agreement as a whole, that the provisions of this Clause are fair
         and reasonable.

11.4     This Agreement is personal to the parties to it. Accordingly neither
         the Management Company on behalf of the Fund nor any PLD Party may
         without the prior written consent of the other assign the benefit or
         all or any of the other's obligations under this Agreement nor any
         benefit arising under or out of this Agreement. PROVIDED THAT
         notwithstanding the foregoing any PLD Party or the PLD Parties jointly
         may assign the benefit of this Agreement to a ProLogis Affiliate.

11.5     No variation of this Agreement shall be effective unless in writing and
         signed by or on behalf of each of the parties to this Agreement.

11.6     Any time, date or period referred to in any provision of this Agreement
         may be extended by mutual agreement between the parties but as regards
         any time, date or period originally fixed or any time, date or period
         so extended time shall be of the essence.

11.7     At any time after the date of this Agreement each PLD Party shall and
         shall use its reasonable endeavours to procure that any necessary third
         party shall at the cost of the Fund execute such documents and do such
         acts and things as the Management Company on behalf of the Fund may
         reasonably require for the purpose of giving to the Fund the full
         benefit of all the provisions of this Agreement.

11.8     The PLD Party shall bear all legal, accountancy and other costs and
         expenses (excluding fees payable in relation to the Appraisal) incurred
         by it and by each PLD Party in connection with this Agreement, and the
         contribution of the Properties and/or Property Owners including all
         transfer taxes unless:

                  (a)      there is in any country in which a Stabilised
                           Property is situated an adverse change in legislation
                           regarding the level of transfer taxes and/or the
                           circumstances in which they are payable

                                 and

                  (b)      the PLD Party gives notice to the Management Company
                           on behalf of the Fund referring to this clause

         in which case:


<PAGE>

                  (i)      the Management Company on behalf of the Fund shall
                           with effect from the date of such notice pay all such
                           transfer taxes payable in the relevant country in
                           respect of transfers pursuant to this Agreement; and

                  (ii)     the definition of OMV shall (in relation to
                           Stabilised Properties situated in the relevant
                           country) be amended so that an appropriate allowance
                           shall be made in relation to transfer taxes.

11.9     If the PLD Party or the Management Company on behalf of the Fund
         default in the payment when due of any sum payable under this Agreement
         (whether determined by agreement or pursuant to an order of a court or
         otherwise) the liability of PLD Party or the Management Company on
         behalf of the Fund (as the case may be) shall be increased to include
         interest on such sum from the date when such payment is due until the
         date of actual payment (as well after as before judgement) at a rate
         per annum of 3 per cent above three month EURIBOR. Such interest shall
         accrue from day to day.

11.10

         11.10.1  Any notice or other communication requiring to be given or
                  served under or in connection with this Agreement shall be in
                  writing and shall be sufficiently given or served if delivered
                  or sent:

                  In the case of any PLD Party at:

                  14100 East 35th Place
                  Aurora
                  Co 80011


                  Attention: Legal

                  In the case of the Management Company on behalf of the Fund
                  at:

                  25b Boulevard Royal L-2449
                  Luxembourg

                  Fax: (352) 2650 5744

                  Attention: Jean David Van Haele

                  with a copy to
                  ProLogis BV
                  Capronilaan 25-27
                  1119 NP Schiphol - Rijk
                  Amsterdam
                  The Netherlands

                  Fax: (31) 20655 6600

                  Attention: Jamie Lyon

         11.10.2  Any such notice or other communication shall be delivered by
                  hand or sent by courier, fax or prepaid first class post. If
                  sent by courier or fax such notice or communication shall
                  conclusively be deemed to have been given or served at the
                  time of despatch, in


<PAGE>

                  case of service in Luxembourg, or on the following Day in the
                  case of international service. If sent by post such notice or
                  communication shall conclusively be deemed to have been
                  received two Working Days from the time of posting, in the
                  case of inland mail in Luxembourg or three Working Days from
                  the time of posting in the case of international mail.

11.11    If any term or provision in this Agreement is be held to be illegal or
         unenforceable, in whole or in part, under any enactment or rule of law,
         such term or provision or part shall to that extent be deemed not to
         form part of this Agreement but the enforceability of the remainder of
         this Agreement shall not be affected.

11.12    This Agreement may be executed in as many counterparts as there are
         parties to this Agreement.

11.13    The Management Company on behalf of the Fund and the PLD Parties agree
         to co-operate with each other in good faith in order to give effect to
         the purpose of this Agreement.

11.14    This Agreement and the documents to be entered into pursuant to it,
         SAVE AS EXPRESSLY REFERRED TO THEREIN, shall be governed by and
         construed in accordance with the law of Luxembourg and all the parties
         irrevocably agree that the courts of Luxembourg are to have
         jurisdiction to settle any disputes which may arise out of or in
         connection with this Agreement and such documents.

12       DURATION OF THIS AGREEMENT

12.1     This Agreement shall continue for a period of 20 years. Save as
         provided in clause 12.2, the parties may not elect unilaterally to
         terminate this Agreement prior to the end of such period.
         Notwithstanding the foregoing, the Management Company may, after a
         decision to liquidate the Fund has been adopted in compliance with the
         Management Regulations and Private Placement Memorandum, terminate this
         Agreement, by giving notice in writing with immediate effect to the
         other parties.

12.2     The PLD Parties may in their sole discretion terminate this Agreement
         on giving notice in writing with immediate effect to the Management
         Company if (a) during any period of six months and twenty-five Working
         Days the PLD Parties offer one or more Properties that meet the
         Investment and Operating Criteria to the Management Company on behalf
         of the Fund and, except as permitted under Clause 5.3, the Management
         Company on behalf of the Fund fails to acquire at least one of such
         Properties and (b) the Management Company on behalf of the Fund cannot
         establish to the reasonable satisfaction of the PLD Parties at the end
         of such period that it has sufficient funds available and committed to
         purchase the next Stabilised Property which the PLD Parties will offer
         to the Management Company on behalf of the Fund pursuant to this
         Agreement.

13       VAT

         All sums payable under this Agreement by any party to any other party
         shall be deemed to be exclusive of any Value Added Tax (or its
         equivalent in any jurisdiction outside the European Union) which is
         chargeable on the supply made by such other party for which such sums
         are the consideration for Value Added Tax purposes.


<PAGE>

14       CONDITION

         The provisions of Clauses 1-13 (inclusive) and 15-17 (inclusive) of
         this Agreement are conditional upon Closing.

15       EXCLUDED PROPERTIES

         It is agreed that this Agreement (including the provisions of Schedule
         2 hereof) shall not apply in any way to the Properties referred to in
         Schedule 3 and such Properties may be freely sold in the open market
         without being offered to the Management Company on behalf of the Fund.

16       ESTATE COMMON PARTS

         If appropriate, the PLD Party may, at the same time as a Property or
         Property Owner is contributed to the Management Company on behalf of
         the Fund, contribute (at nil cost) any related estate common areas
         (such as estate roads) or the shares in any management company in which
         such areas are vested.

17       PROLOGIS TRUST COVENANT

         ProLogis Trust shall procure that any subsidiary which owns any
         property which satisfies the Investment and Operating Criteria shall
         offer such property (or the company which owns it), to the Management
         Company on behalf of the Fund as if such subsidiary had been identified
         in the Agreement as a PLD Party.

<Table>
<S>                                                                     <C>
       Signed by ProLogis Management S.a.r.l. for
       and on behalf of ProLogis European Property Fund
       in the presence of: ZUBAIR MIR                                   /s/ JEFFREY SCHWARTZ

       Signed by ProLogis Development S.a.r.l.
       in the presence of: ZUBAIR MIR                                   /s/ JEFFREY SCHWARTZ

       Signed by ProLogis France Developments Inc
       in the presence of: ZUBAIR MIR                                   /s/ JEFFREY SCHWARTZ

       Signed by Kingspark Holdings S.A.
       in the presence of: ZUBAIR MIR                                   /s/ JEFFREY SCHWARTZ

       Signed by ProLogis Trust acting by                               /s/ EDWARD S. NEKRITZ
</Table>


<PAGE>

                                   SCHEDULE 1


PART I


(PROPERTY WARRANTIES)

18       The PLD Party completed Due Diligence in respect of the relevant
         Property prior to the PLD Party's acquisition of the Property or the
         shares in a company directly or indirectly owning the Property. The Due
         Diligence was carried out on the basis that the PLD Party would be the
         absolute owner of the Property or the shares in such company and the
         results of such Due Diligence were in the opinion of the PLD Party
         satisfactory or any issues arising were resolved as part of the
         relevant acquisition in a manner satisfactory to the PLD Party.

2        TITLE

         In relation to each Property:

18.1     The Property Owner ("the OWNER") of the Property is the legal owner of
         and beneficially entitled to the whole of the Property.

18.2     To the extent necessary all registration formalities in relation to the
         Owner's title to the Property have been completed.

18.3     The PLD Party has not received written notice that

         18.3.1   The Property is subject to any adverse estate, right,
                  interest, covenant, restriction, option or right of
                  pre-emption in favour of any third party (whether in the
                  nature of a public or private right or obligation), nor is
                  there any agreement to give or create any of the foregoing,
                  other than of a minor nature;

         18.3.2   Where the Property is subject to any of the arrangements
                  referred to in paragraph 2.3.1 PLD has not received written
                  notice that any breach has occurred of any of the terms
                  thereof other than of a minor nature.

18.4

         18.4.1   The Property has access to and egress from public roads or the
                  Property has the benefit of all necessary rights over private
                  land on terms which do not entitle any person to terminate or
                  curtail the same.

         18.4.2   The Property drains into a public sewer and is served by
                  water, electricity and gas utilities. Either the pipes,
                  sewers, wires, cables, conduits and telecommunications
                  conducting media serving the Property connect directly to a
                  public supply without passing through land in the occupation
                  or ownership of a third party or, if they do not, the rights
                  necessary for the present use of such services by the Property
                  are available on terms which do not entitle any person to
                  terminate or curtail the same.

18.5     There are no outstanding disputes between the Owner and any third party
         affecting the Property, other than of a minor nature.

19       PLANNING/PERMITS/ZONING

         So far as the PLD Party is aware in relation to each Property:


<PAGE>

19.1     No development at the Property which has been carried out by the PLD
         Party or ProLogis Affiliates or any use of the Property has been
         undertaken in breach of the relevant regulations, laws, orders,
         consents or permissions regulating the development.

19.2     There is no resolution, proposal, scheme or order, whether formally
         adopted or not, by any governmental or other relevant authority for the
         compulsory acquisition of the whole or any part of the Property.

20       LEASEHOLD PROPERTIES

         Where the interest of the Owner in any Property is leasehold:

20.1     Any consent necessary for the grant of the lease under which the Owner
         holds its interest in the Property (the "GROUND LEASE") was duly
         obtained and a copy of the consent is with the documents of title.

20.2     So far as the PLD Party is aware there is no subsisting breach, nor any
         non-observance of any covenant, condition or agreement contained in the
         Ground Lease on the part of either the relevant landlord or the Owner,
         other than of a minor nature.

20.3     There are no restrictions in the Ground Lease which prevent the
         Property being used now or during the remaining term of the Ground
         Lease for the present use.

20.4     The Ground Lease is not expressed to be subject to any rights of
         re-entry, forfeiture or termination on the liquidation of the tenant
         (whether compulsory or voluntary) or on any other ground except
         non-payment of rent or breach of covenant by the tenant under the
         Ground Lease.

20.5     There is no right for the landlord to terminate the Ground Lease before
         the expiry of the contractual term other than by forfeiture.

20.6     The tenant under the Ground Lease can assign or underlet the whole of
         the Property subject only to obtaining the landlord's consent (such
         consent not to be unreasonably withheld).

20.7     The Ground Lease is for a term of years with not less than 40 years
         unexpired as at the Relevant Transfer Date.

21       OCCUPATIONAL LEASES AND LICENCES

21.1     There is no material subsisting breach or material non-observance of
         any covenant, condition or agreement contained in any occupational
         lease.

21.2     No legal proceedings have been instituted by the Owner against the
         tenant under the occupational lease.

21.3     All consents necessary for the grant of any occupational lease by the
         landlord were obtained.

The warranties contained in paragraphs 2 to 5 are given (i) in respect of
matters arising prior to the acquisition by the PLD Party of the Property or the
shares in a company directly or indirectly owning the Property, to the best of
the knowledge, information and belief of the PLD Party on the basis of the Due
Diligence referred to in paragraph 3.1 above and any written notice received by
the PLD Party subsequently; and (ii) in respect of all matters arising on or
since the PLD Party acquired the Property or the shares in a company directly or
indirectly owning the Property.


<PAGE>

References to any English legal term or concept in the warranties contained in
paragraphs 2 to 5 shall in respect of any Property located in a jurisdiction
other than England be construed as references to the term or concept which most
nearly corresponds to it in that jurisdiction.

PART II

(DEVELOPMENT WARRANTIES)

The PLD Party has procured the construction of the Property

1        in a good and workmanlike manner according to good building practice
         generally accepted at the date of construction;

2        according to the standards of good design practice for properties
         intended for use as distribution facilities;

2        using good quality materials goods and equipment;

3        in material compliance with:-

3.1      all relevant third party permits, consents and approvals;

3.2      all relevant legislation (which shall include any instrument or order
         regulation code of practice or other subordinate legislation deriving
         validity from any such legislation);

3.3      all mandatory rules and regulations as govern site and works safety and
         are applicable to the buildings constructed on the Property;

3.4      all relevant codes of practice and regulations (taking account of any
         changes which have already been announced or which will be implemented
         prior to the Stabilisation Date);

4        on normal commercial terms and in accordance with normal practice for
         the jurisdiction in which the Property is situated.

PART III

(CORPORATE WARRANTIES)

1        AUTHORITY AND CAPACITY

1.1      The PLD Party and the Property Owner are companies duly incorporated
         and validly existing under their respective laws of incorporation.

1.2      Each PLD Party has the legal right and full power and authority to
         enter into and perform this Agreement and any other documents to be
         executed to any PLD Party pursuant to or in connection with this
         Agreement which, when executed, will constitute valid and binding
         obligations on each PLD Party in accordance with their respective
         terms, except as such enforceability may be limited by applicable
         bankruptcy, insolvency, moratorium, reorganisation or similar laws in
         effect which affect the enforcement of creditors' rights generally and
         by equitable limitations on the availability of specific remedies.

1.3      The execution and delivery of and the performance by each PLD Party of
         their obligations under, this Agreement and any other documents to be
         executed by each PLD Party pursuant to or in connection with this
         Agreement will not:


<PAGE>

         1.3.1    result in breach of any provision of the memorandum or
                  articles of association of each PLD Party; or

         1.3.2    result in a breach of or give any third party a right to
                  terminate or modify, or result in the creation of any
                  Encumbrance under any agreement, licence or other instrument
                  or result in a breach of any order, judgement or decree of any
                  Court, governmental agency or regulatory body to which a PLD
                  Party is a party or by which any PLD Party or any of their
                  assets is bound.

1.4      Each PLD Party is entitled to contribute and transfer to the Fund the
         full legal and beneficial ownership of the shares in the Property Owner
         under the terms of this Agreement without the consent of any third
         party. Such shares comprise the whole of the allotted and issued share
         capital of the Property Owner, have been properly and validly allotted
         and issued and are each fully paid.

1.5      No person other than the Fund has the right (whether exercisable now or
         in the future and whether contingent or not) to call for the allotment,
         conversion, issue, sale or transfer of any share or loan capital or any
         other security giving rise to a right over the capital of any Property
         Owner under any option or other agreement (including conversion rights
         and rights of pre-emption) and there are no Encumbrances or the shares
         in the Property Owner or any arrangements or obligations to create any
         Encumbrances.

2        ACCOUNTS AND RECORDS

         The Balance Sheet required pursuant to Clause 5.9 will be prepared in
         accordance with applicable law and in accordance with GAAP and, subject
         thereto, so as to give a true and fair view of the assets, liabilities
         and state of affairs of the Property Owner as at the Relevant Transfer
         Date

         PROVIDED THAT;

(A)      No provision shall be made for deferred tax liabilities;

(B)      No warranty shall be given in relation to the value of any Property.

3        ACCOUNTING AND OTHER RECORDS

         The statutory books, books of account and other records of whatsoever
         kind of each Property Owner will by the Relevant Transfer Date be
         up-to-date and maintained in accordance with all applicable legal
         requirements on a proper and consistent basis and will contain complete
         and accurate records of all mattes required to be dealt within such
         books and all such books and records and all other documents (including
         documents of title and copies of all subsisting agreements to which the
         Property Owner is a party) which are the property of each Property
         Owner or ought to be in its possession will be in its possession (or
         under its control). All accounts, documents and returns required by law
         to be delivered or made to any company registrar in any relevant
         jurisdiction or any other authority will be duly and correctly
         delivered or made.

<PAGE>

                                   SCHEDULE 2
                                  (PRE-EMPTION)

         Without prejudice to the PLD Parties' obligation in clause 7 of this
         Agreement the PLD Party agrees with the Fund that:

1        IF during the term of this Agreement the PLD Party shall desire to
         dispose of (other than to any other PLD Party or its direct or indirect
         wholly owned subsidiaries) any warehouse or distribution property or
         the shares in the company which owns such property which is not then a
         Stabilised Property (but excluding any land which is undeveloped) THEN
         it shall first give written notice (the "OFFER NOTICE") to the Fund in
         terms which if accepted by the Fund would constitute a legally
         enforceable agreement for the contribution of such warehouse
         distribution Property or shares (as the case may be) subject to any
         liabilities specified in the Offer Notice for the sum stated in the
         Offer Notice (which sum may be received by the PLD Party as cash or
         Class B2 Units at the discretion of the PLD Party) and otherwise on the
         terms of this Agreement (mutatis mutandis) for the transfer of
         Stabilised Properties or Property Owners (as the case may be) but
         subject to the provisions of paragraph 5 of this Schedule 2.

2        The Fund shall be entitled within fifteen Working Days of service on it
         of an Offer Notice to serve on the PLD Party a written notice
         ("Acceptance") accepting the offer contained in the Offer Notice.

3        Subject to paragraph 4 where an Acceptance has been duly served the PLD
         Party shall contribute and the Fund shall acquire the Property or the
         relevant Property Owner on the terms referred to in paragraph 1 of this
         Schedule.

4        When the PLD Party has served an Offer Notice on the Fund and EITHER

4.1      the Fund serves on the PLD Party a written notice that it does not
         intend to serve an Acceptance; OR

4.2      No Acceptance is served within the period prescribed for its service;

         THEN the PLD Party shall be at liberty to complete a transfer of the
         relevant Property or Property Owner during the period of Twelve months
         after the date of the Offer Notice at a price equal to or greater than,
         and on terms no more favourable than those set out in the Offer Notice
         but if the relevant Property is not located in a Target Market then: -

                  (A)      the PLD Party may dispose of such Property at any
                           time and at any price; or

                  (B)      the PLD Party may hold such Property as an investment
                           for its own account

         (in either case) without any obligation to offer it to the Fund at any
         future date.

4.3      The PLD Party shall, in relation to any Property in relation to which a
         notice is served under paragraph 1 of this Schedule, provide the
         Management Company with sufficient information about such Property
         within a timescale which is in the reasonable opinion of the PLD Party
         sufficient to enable the UAC to make an informed investment decision
         about such Property.

4.4      The parties hereto agree that the Fund shall not acquire any Properties
         which are not Stabilised Properties ("NON-STABILISED PROPERTIES") or
         Properties which are outside the Target Markets from any PLD Party or
         any third party if such acquisition would result in the Fund owning
         non-Stabilised Properties and Properties outside the Target Markets of
         a value (valued in accordance with the Management Regulations) which is
         in excess of 15% of the total gross


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         asset value of the Portfolio as at the most recent Valuation Date (as
         defined in the Management Regulations).

5        Any Offer Notice in relation to a Property which satisfies all the
         Investment and Operating Criteria except that it is located outside the
         Target Market but within Europe shall constitute an offer to sell such
         Property for the Contribution Amount for such Property calculated in
         accordance with this Agreement.



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                                   SCHEDULE 3

1        The whole of the properties at Segensworth Fareham, UK, Ashby Business
         Park, Ashby-de-la-Zouch, Leicestershire, UK and Unit 3, Cardinal West,
         Royston Road, Godmanchester, Cambridgeshire UK and the Properties in
         course of development for Post Office Property Holdings at Greenford,
         Hounslow, Middlesex;

2        Any assets comprising the cold storage operating business of ProLogis
         or its affiliates including, without limitation, any assets owned by
         Frigoscandia;

3        Existing joint ventures of Kingspark Holdings SA and its subsidiaries;

4        Any properties developed and sold as part of a build-to-suit
         transaction for an owner-user;

5        Undeveloped land.



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APPENDIX 1

DUE DILIGENCE CHECK LIST - SITE ACQUISITION AND DEVELOPMENT

1        LEGAL MATTERS

1.1      Investigate title.

1.2      Check Conveyance plan against survey/OS mapping/physical boundaries

1.3      Raise enquiries and consider replies.

1.4      Undertake searches (eg local search, commons search, index map search,
         coal authority search and any relevant specialist searches eg
         Railtrack, BWB etc).

1.5      Undertake utility searches/enquiries.

1.6      Review restrictions on use.

1.7      Inspect the site.

1.8      Negotiate contract.

1.9      Agree form of Transfer.

1.10     Ensure availability of vacant possession.

1.11     Check or obtain title indemnity insurance if relevant.

2        PLANNING MATTERS

2.1      Consider/review/understand any local Acts.

2.2      Check whether the site being sold matches the site with any planning
         permissions.

2.3      Check whether the site is included in the Local Plan for B1, B2, B8
         development (and whether there is any restriction B8 use).

2.4      Check whether the site has outline planning permission.

2.5      Check whether the site has any detailed planning permission.

2.6      Consider any section 106 Agreement to which any planning permission is
         subject.

2.7      Check planning applications and relevant permissions.

2.8      Review whether any conditions contained in a planning permission
         restrict/prevent/make development more expensive.

2.9      Investigate the "flexibility" of any existing consents, conditions or
         agreements with the planning authority to better suit ProLogis'
         approach to the development.

2.10     Consider whether visibility splays are required? If so, consider
         whether any third party land is required.

2.11     Check the proposed local plans and their current status.

2.12     Consider English Heritage/archaeology requirements.

2.13     Review any environmental assessment/impact statement/planning history.


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2.14     Ascertain the make up of councillors and identity of the chairman of
         the planning committee.

2.15     Obtain information regarding local politics.

2.16     Check whether the site abuts a conservation area or area of outstanding
         natural beauty.

2.17     Consider development in relation to trees, plants, wild life and
         hedgerows.

2.18     Consider development in relation to the site's proximity to the
         railway; whether there is any risk of underground interference with
         computers.

3        SERVICES

3.1      Check whether the site has (or if they are available on a adjoining
         land):-

         Gas

         Electricity

         Water

         Mains drainage

         Surface water drainage

         Fibre optic cable

         Telephone

3.2      Check whether all those services are adopted and whether they have
         capacity to service the proposed development.

3.3      Consider whether section 104 Agreements are required.

3.4      Check whether any sub-station, gas governor or fire mains is required
         on site.

3.5      Consider the likely requirements/implications of other nearby
         developments.

4        HIGHWAYS AND TRANSPORTATION

4.1      Check whether the site abuts an adopted highway.

4.2      Consider whether highway improvements are required. If so check whether
         the land required is owned by ProLogis, the highway authority or a
         third party.

4.3      If the highway is not adopted check what access rights will be granted
         and any relevant maintenance liabilities.

4.4      Check whether any section 278 or section 38 Agreements will be required
         or already exist.

4.5      Review whether the local authority will require a Traffic Impact
         Assessment and part of the detailed planning application.

4.6      Check whether the Highways Agency will be involved.

4.7      Consider whether public transport is an issue and if so, whether
         contributions will be expected from ProLogis.

4.8      Review whether there are likely to be car parking restrictions.

4.9      Consider whether any rail access is involved.


<PAGE>

4.10     Consider whether any Railway Works Agreements will be required.

4.11     Consider whether any Transport and Works Act orders will be required.

4.12     Consider whether any cycleways and footways will be required.

4.13     Check whether there are any bridges involved and, if so whether any
         technical approvals will be required.

4.14     Check whether safety audits will be required.

4.15     Review future road plans.

5        SITE CONSTRAINTS

         Check whether the site is subject to any of the following:-

5.1      Overhead power lines.

5.2      Underground/overground easements (including airports/flightpaths etc).

5.3      Tree preservation orders.

5.4      Flooding during the last 100 years.

5.5      Presence of minerals/geotechnical faults/any other problem disclosed by
         the Desktop Study.

5.6      Water courses.

5.7      Environmental issues (eg newts, stream diversions, landscaping,
         designation as a site of special scientific interest or an area of
         outstanding natural beauty).

5.8      Public/private footpaths.

5.9      Third party occupancies.

6        GROUND ANALYSIS

6.1      Review the results of:-

         6.1.1    Desktop study.

         6.1.2    Site survey as to boundaries and levels.

         6.1.3    Ground investigation report.

6.2      Obtain confirmation from engineer that the ground investigation is
         satisfactory.

6.3      Obtain confirmation that the ground will accept normal foundation
         techniques.

6.4      Consider any archaeological requirements.

6.5      Ensure that ProLogis has the benefit of any relevant reports
         commissioned by others.

6.6      Consider the need for environmental insurance.

6.7      If contamination is present:-

         6.7.1    Obtain a remediation specification (taking account of cost and
                  availability of warranties.

         6.7.2    Establish the necessary level of remediation having regard to
                  the proposed use of the site.


<PAGE>

         6.7.3    Allocate responsibility for remediation and future liability.

7        OTHER

7.1      Any other appropriate due diligence for the relevant property.