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                                                                   Exhibit 10.39

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of February 28, 2002 by and between Prentiss Properties Trust, a
Maryland real estate investment trust (the "Company"), and Salomon Smith Barney
Inc. (the "Initial Purchaser") pursuant to the Purchase Agreement dated as of
February 25, 2002 (the "Purchase Agreement") between the Company and the Initial
Purchaser. In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration and other rights
set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.

     The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of The Equity Focus Trusts-REIT
Portfolio Series, 2002-A (each of the foregoing, a "Holder" and together the
"Holders"), it being understood that for purposes of this Agreement the term
"beneficial owner" shall not mean any person holding an interest in a unit
investment trust solely by reason of such holding, as follows:

     SECTION 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

     Affiliate means with respect to any specified person, an "affiliate" of
such person as defined in Rule 12b-2 under the Exchange Act.

     Amendment Effectiveness Deadline Date has the meaning set forth in Section
3(d) hereof.

     Business Day means each Monday, Tuesday, Wednesday, Thursday or Friday that
is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.

     Common Stock means the shares of beneficial interest, $0.01 par value per
share, of the Company.

     Deferral Notice has the meaning set forth in Section 4(i) hereof.

     Deferral Period means the period during which the availability of any
Registration Statement and Prospectus is suspended pursuant to Section 4(i)
hereof.

     Effectiveness Deadline Date has the meaning set forth in Section 3(a)
hereof.

     Effectiveness Period means the period commencing with the date hereof and
ending on the date that all Registrable Securities have ceased to be Registrable
Securities.

     Exchange Act means the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

     Filing Deadline Date has the meaning set forth in Section 3(a) hereof.

     Holder has the meaning set forth in the second paragraph of this Agreement.

     Initial Purchaser has the meaning set forth in the first paragraph of this
Agreement.

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     Material Event has the meaning set forth in Section 4(i) hereof.

     Notice and Questionnaire means a written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Appendix A hereto.

     Notice Holder means on any date any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.

     Prospectus means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all material incorporated by reference in such
Prospectus.

     Purchase Agreement has the meaning set forth in the first paragraph of this
Agreement.

     Registrable Securities means the Shares held by the Initial Purchaser or
The Equity Focus Trusts -REIT Portfolio Series, 2002-A (the "Trust") and any
securities into or for which the Shares have been converted or exchanged, and
any security issued with respect thereto upon any stock dividend, split or
similar event until, in the case of any such security (A) the earliest of (i)
its sale under an effective Registration Statement, (ii) expiration of the
holding period that would be applicable thereto under Rule 144(k) were it not
held by an affiliate of the Company or (iii) its sale pursuant to Rule 144 and
(B) as a result of the event or circumstance described in the foregoing clauses
(A)(i) through (A)(iii), the legends with respect to transfer restrictions
required pursuant to the Purchase Agreement are removed or removable in
accordance with the terms of Rule 144 and the policies and procedures of the
Transfer Agent and Registrar; provided, however, that Registrable Securities
shall not include any securities into or for which the Shares (and any other
securities that constitute Registrable Securities pursuant to this definition)
have been converted or exchanged in a transaction under an effective
registration statement on Form S-4 under the Securities Act, pursuant to which
such securities become freely tradeable without restriction under the Securities
Act.

     Registration Statement means any registration statement of the Company that
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference in such registration statement.

     Rule 144 means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

     Rule 144A means Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

     Sale Notice has the meaning set forth in Section 2(b) hereof.

     SEC means the Securities and Exchange Commission.

     Securities Act means the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.

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     Shares means the shares of Common Stock to be purchased by the Initial
Purchaser pursuant to the Purchase Agreement.

     Shelf Registration Statement has the meaning set forth in Section 3(a)
hereof.

     Transfer Agent and Registrar means First Chicago Trust Company, a division
of Equiserve (or any successor entity), as the transfer agent and registrar for
the Common Stock.

     SECTION 2. Sales of Registrable Securities.

     (a) At any time that a Shelf Registration Statement is effective (except
during any Deferral Period) and a Notice Holder is entitled to sell Registrable
Securities pursuant to such Shelf Registration Statement, the Company shall have
no further obligation to such Notice Holder pursuant to this Section 2. In
addition, after the expiration of the Effectiveness Period, the Company shall
have no further obligation to any Holder pursuant to this Section 2.

     (b) At any time after 60 days after the date hereof and prior to the
expiration of the Effectiveness Period that a Notice Holder is not entitled to
sell Registrable Securities pursuant to a Shelf Registration Statement (whether
because such Shelf Registration Statement is not effective or requires
amendment, because of a Deferral Period, because such Notice Holder is not named
in such Shelf Registration Statement or otherwise), upon notice (a "Sale
Notice") from any such Notice Holder of such Notice Holder's intent to sell such
Registrable Securities (which notice shall indicate the number of Registrable
Securities to be sold which shall not be less than 10% of all Registrable
Securities), the Company shall have the following rights and obligations with
respect to such Sale Notice and the sale and/or purchase of such Registrable
Securities:

          (i) (x) If the Sale Notice is delivered to the Company prior to 5:00
     p.m. Eastern time on any Business Day, the Company shall have until the
     commencement of trading on the second succeeding day on which trading of
     the Common Stock occurs on the principal exchange or quotation system on
     which the Common Stock is traded or quoted to offer to purchase the
     Registrable Securities at a price per share in cash equal to the closing
     sales price for the Common Stock on the date of such Sale Notice (or at
     such other price mutually agreed between the Company and the relevant
     Notice Holder); or

               (y) If the Sale Notice is delivered to the Company after 5:00
     p.m. Eastern time on any Business Day (or at any time on any day which is
     not a Business Day), the Company shall have until the commencement of
     trading on the earlier of (i) the third succeeding day on which trading of
     the Common Stock occurs on the principal exchange or quotation system on
     which the Common Stock is traded or quoted or (ii) the third succeeding
     Business Day to offer to purchase the Registrable Securities at a price per
     share in cash equal to the closing sales price for the Common Stock on the
     date of such Sale Notice (or at such other price mutually agreed between
     the Company and the relevant Notice Holder).

          (ii) If the Company shall have offered to purchase the relevant
     Registrable Securities in accordance with Section 2(b)(i) hereof, the
     Company shall be obligated to purchase, and the relevant Notice Holder
     shall be obligated to sell, such Registrable Securities, with settlement to
     occur in accordance with the rules and regulations of the SEC and the
     principal exchange or quotation system on which the Common Stock is traded
     or quoted, and the Company and the relevant Notice Holder shall enter into
     customary documentation appropriate to such purchase and sale.

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          (iii) If the Company shall have failed to offer to purchase the
     relevant Registrable Securities pursuant to Section 2(b)(i) hereof, the
     relevant Notice Holder shall be entitled to negotiate and enter into a
     contract for the sale of the relevant Registrable Securities (for cash)
     with any other party in its sole discretion. In connection with the
     negotiation and execution of any sale contract pursuant to this Section
     2(b)(iii), if requested, the Company agrees to make reasonably available
     for inspection by the relevant Notice Holder and any parties to whom such
     Notice Holder intends to sell Registrable Securities and any attorneys and
     accountants retained by any such party, all relevant financial and other
     records, pertinent corporate documents and properties of the Company and
     its subsidiaries, and cause the executive officers, trustees and designated
     employees of the Company and its subsidiaries to make reasonably available
     for inspection all relevant information reasonably requested by such
     parties or any such attorneys or accountants in connection with such sale,
     in each case as is customary for similar "due diligence" examinations;
     provided that any information that is designated by the Company, in good
     faith, as confidential at the time of delivery of such information shall be
     kept confidential by such parties or any such attorney or accountant,
     unless such disclosure is made in connection with a court proceeding or is
     required by law, or such information becomes available to the public
     generally or through a third party without an accompanying obligation of
     confidentiality.

     SECTION 3. Shelf Registration. (a) The Company shall prepare and file with
the SEC, as soon as practicable but in any event by April 12, 2002 (the "Filing
Deadline Date"), a registration statement for an offering to be made on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act
registering the resale from time to time by Holders of all of the Registrable
Securities (the "Shelf Registration Statement"). The Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution elected by the Holders and set forth
in the Shelf Registration Statement. The Company shall use its reasonable best
efforts to cause the Shelf Registration Statement to become effective under the
Securities Act as promptly as is practicable after filing and within (the
"Effectiveness Deadline Date") 90 days after the date hereof, and to keep the
Shelf Registration Statement continuously effective under the Securities Act
until the expiration of the Effectiveness Period; provided, however, that in the
event the SEC elects to review the Shelf Registration Statement, the
Effectiveness Deadline Date shall be 150 days after the date hereof. At the time
the Shelf Registration Statement becomes effective, each Holder that became a
Notice Holder on or prior to the date ten Business Days prior to such time of
effectiveness shall be named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of Registrable Securities
in accordance with applicable law.

     (b) If the Shelf Registration Statement ceases to be effective for any
reason at any time during the Effectiveness Period, subject to Section 4, the
Company shall use its reasonable best efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall within 30
days of such cessation of effectiveness amend the Shelf Registration Statement
in a manner reasonably expected to obtain the withdrawal of the order suspending
the effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its best
efforts to cause the Subsequent Shelf Registration Statement to become effective
as promptly as is practicable after such filing and to keep the Subsequent
Registration Statement continuously effective until the end of the Effectiveness
Period.

     (c) The Company shall supplement and amend the Shelf Registration Statement
if required by the Securities Act and as reasonably requested by the holders of
a majority of the Shares constituting Registrable Securities.

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     (d) Each Holder wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus agrees to deliver a Notice and
Questionnaire to the Company at least five Business Days prior to the initial
intended distribution of Registrable Securities by such Holder under the Shelf
Registration Statement. From and after the date the Shelf Registration Statement
becomes effective, the Company shall, as promptly as is practicable after the
date a Notice and Questionnaire is delivered, and in any event within five
Business Days after such date:

          (i) if required by applicable law, file with the SEC a post-effective
     amendment to the Shelf Registration Statement or prepare and, if required
     by applicable law, file a supplement to the related Prospectus or a
     supplement or amendment to any document incorporated therein by reference
     or file any other required document so that the Holder delivering such
     Notice and Questionnaire is named as a selling securityholder in the Shelf
     Registration Statement and the related Prospectus in such a manner as to
     permit such Holder to deliver such Prospectus to purchasers of the
     Registrable Securities in accordance with applicable law and, if the
     Company shall file a post-effective amendment to the Shelf Registration
     Statement, use its reasonable best efforts to cause such post-effective
     amendment to become effective under the Securities Act as promptly as is
     practicable, but in any event by the date (the "Amendment Effectiveness
     Deadline Date") 45 days after the date such post-effective amendment is
     required by this clause to be filed;

          (ii) provide such Holder copies of any documents filed pursuant to
     Section 3(d)(i) hereof; and

          (iii) notify such Holder as promptly as practicable after the
     effectiveness under the Securities Act of any post-effective amendment
     filed pursuant to Section 3(d)(i) hereof; provided that if such Notice and
     Questionnaire is delivered during a Deferral Period, the Company shall so
     inform the Holder delivering such Notice and Questionnaire and shall take
     the actions set forth in clauses (i), (ii) and (iii) above upon expiration
     of the Deferral Period in accordance with Section 4(i). The Company shall
     be under no obligation to name any Holder that is not a Notice Holder as a
     selling securityholder in any Shelf Registration Statement or related
     Prospectus.

     SECTION 4. Registration Procedures. In connection with the registration
obligations of the Company under Section 3 hereof, the Company shall:

     (a) Before filing any Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the Initial Purchaser
copies of all such documents proposed to be filed and use its reasonable best
efforts to reflect in each such document when so filed with the SEC such
comments as the Initial Purchaser reasonably shall propose within two Business
Days of the delivery of such copies to the Initial Purchaser.

     (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective from the Effectiveness Deadline
Date to the expiration of the Effectiveness Period; cause the related Prospectus
to be supplemented by any required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provisions then in force) under
the Securities Act; and use its reasonable best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement until the
expiration of the Effectiveness Period in accordance with the intended methods
of disposition by the sellers thereof set forth in such Registration Statement
as so amended or such Prospectus as so supplemented.

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     (c) As promptly as practicable, give notice to the Notice Holders and the
Initial Purchaser (i) when any Prospectus, prospectus supplement, Registration
Statement or post-effective amendment to a Registration Statement has been filed
with the SEC and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request, following
the effectiveness of the Shelf Registration Statement under the Securities Act,
by the SEC or any other federal or state governmental authority for amendments
or supplements to any Registration Statement or related Prospectus or for
additional information, (iii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
any Registration Statement or the initiation or threatening of any proceedings
for that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (v) of the
occurrence of a Material Event and (vi) of the determination by the Company that
a post-effective amendment to a Registration Statement would be appropriate,
which notice may, at the discretion of the Company (or as required pursuant to
Section 4(i)), state that it constitutes a Deferral Notice, in which event the
provisions of Section 4(i) shall apply.

     (d) Use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case as soon as practicable.

     (e) If reasonably requested by the Initial Purchaser or any Notice Holder,
as promptly as practicable incorporate in a prospectus supplement or
post-effective amendment to a Registration Statement such information as the
Initial Purchaser or such Notice Holder shall, on the basis of an opinion of
nationally-recognized counsel experienced in such matters, determine to be
required to be included therein by applicable law and make any required filings
of such prospectus supplement or such post-effective amendment; provided that
the Company shall not be required to take any actions under this Section 4(e)
that are not, in the reasonable opinion of counsel for the Company, in
compliance with applicable law.

     (f) As promptly as practicable furnish to each Notice Holder and the
Initial Purchaser, without charge, at least one conformed copy of any
Registration Statement and any amendment thereto, including exhibits, and make
available for inspection all documents incorporated or deemed to be incorporated
therein by reference.

     (g) Deliver to each Notice Holder in connection with any sale of
Registrable Securities pursuant to a Registration Statement, without charge, as
many copies of the Prospectus relating to such Registrable Securities (including
each preliminary prospectus) and any amendment or supplement thereto as such
Notice Holder may reasonably request; and the Company hereby consents to the use
of the Prospectus and each amendment or supplement thereto by each Notice Holder
in connection with any offering and sale of the Registrable Securities covered
by such Prospectus or any amendment or supplement thereto in the manner set
forth therein.

     (h) Prior to any public offering of the Registrable Securities, register or
qualify or cooperate with the Notice Holders in connection with the registration
or qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Notice Holder reasonably
requests in writing (which request may be included in the Notice and
Questionnaire); keep each such registration or qualification (or exemption
therefrom) effective during the period that the Shelf Registration Statement is
required to be effective and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of such Registrable
Securities in the manner set forth in the applicable

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Registration Statement and the related Prospectus, provided, however, that the
Company shall not be obligated to take any action to effect any such
registration or qualification pursuant to this Section 4(h) in any particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in effecting such registration or qualification unless the
Company is already subject to service in such jurisdiction.

     (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event") as a result of which any Registration Statement
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development or public filing with the SEC that, in the
sole discretion of the Company, makes it appropriate to suspend the availability
of the Shelf Registration Statement and the related Prospectus:

          (i) in the case of clause (B) above, subject to the next sentence, as
     promptly as practicable prepare and file, if necessary pursuant to
     applicable law, a post-effective amendment to such Registration Statement
     or a supplement to the related Prospectus or any document incorporated
     therein by reference or file any other required document that would be
     incorporated by reference into such Registration Statement and Prospectus
     so that such Registration Statement does not contain any untrue statement
     of a material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     such Prospectus does not contain any untrue statement of a material fact or
     omit to state any material fact required to be stated therein or necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, as thereafter delivered to the
     purchasers of the Registrable Securities being sold thereunder, and, in the
     case of a post-effective amendment to a Registration Statement, subject to
     the next sentence, use their reasonable best efforts to cause it to become
     effective as promptly as is practicable, and

          (ii) give notice to the Notice Holders that the availability of the
     Shelf Registration Statement is suspended (a "Deferral Notice") and, upon
     receipt of any Deferral Notice, each Notice Holder shall not sell any
     Registrable Securities pursuant to the Registration Statement until such
     Notice Holder's receipt of copies of the supplemented or amended Prospectus
     provided for in clause (i) above, or until it (x) is advised in writing by
     the Company that the Prospectus may be used, and (y) has received copies of
     any additional or supplemental filings that are incorporated or deemed
     incorporated by reference in such Prospectus.

The Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as, in the sole discretion of the
Company, such suspension is no longer appropriate.

     (j) Enter into such customary agreements and take all such other customary
actions in connection therewith (including those requested by the Holders of a
majority of the Shares constituting Registrable Securities being sold) in order
to expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an underwritten offering and in connection
therewith:

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          (i) provide customary indemnities to underwriters in connection with
     underwritten offerings and to the extent possible, make such
     representations and warranties to the Holders and any underwriters of such
     Registrable Securities with respect to the business of the Company and its
     subsidiaries, the Registration Statement, Prospectus and documents
     incorporated by reference therein, if any, in each case, in form, substance
     and scope as are customarily made by issuers to underwriters in
     underwritten offerings and confirm the same if and when requested;

          (ii) obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions, in form, scope and substance, shall be
     reasonably satisfactory to the Holders of a majority of the Shares
     constituting Registrable Securities being sold, such underwriters and their
     respective counsel) addressed to each selling Holder and underwriter of
     Registrable Securities, covering the matters customarily covered in
     opinions requested in underwritten offerings;

          (iii) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other certified public accountant of any subsidiary of the Company, or
     of any business acquired or to be acquired by the Company for which
     financial statements and financial data are or are required to be included
     in the Registration Statement) addressed to each selling Holder and
     underwriter of Registrable Securities, such letters to be in customary form
     and covering matters of the type customarily covered in "cold comfort"
     letters in connection with underwritten offerings; and

          (iv) deliver such documents and certificates as may be reasonably
     requested by the Holders of a majority of the Shares constituting
     Registrable Securities being sold, the underwriters and their respective
     counsel to evidence the continued validity of the representations and
     warranties of the Company made pursuant to clause (i) above and to evidence
     compliance with any customary conditions contained in the underwriting
     agreement or other agreement entered into by the Company.

The above shall be done at each closing under such underwriting or similar
agreement as and to the extent required thereunder.

     (k) If requested in connection with a disposition of Registrable Securities
pursuant to a Registration Statement, make reasonably available for inspection
by the Notice Holders of such Registrable Securities and any broker-dealers,
attorneys and accountants retained by such Notice Holders, all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries, and cause the executive officers, trustees and
designated employees of the Company and its subsidiaries to make reasonably
available for inspection all relevant information reasonably requested by such
Notice Holders or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; provided that any information that is designated by the
Company, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by such Notice Holders or any such
broker-dealer, attorney or accountant, unless such disclosure is made in
connection with a court proceeding or is required by law, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality.

     (l) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements (which need not be
audited) satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any 12-month period (or 90 days after the
end of any 12-month period if such period is a fiscal year) commencing on the
first day of the first fiscal quarter of

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the Company commencing after the effective date of a Registration Statement,
which statements shall cover said 12-month periods.

     (m) Cooperate with each Notice Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold
pursuant to a Registration Statement, which certificates shall not bear any
restrictive legends, and cause such Registrable Securities to be in such
denominations and registered in such names as such Notice Holder may request.

     (n) Provide a CUSIP number for all Registrable Securities not later than
the effective date of the Shelf Registration Statement and provide the Transfer
Agent and Registrar with printed certificates for the Registrable Securities
that are in a form eligible for deposit with the Depository Trust Company.

     (o) Provide such information as is required for any filings required to be
made with the NASD.

     SECTION 5. Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 3(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder shall promptly furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as the Company may from time to time reasonably request. Any sale of any
Registrable Securities by any Holder pursuant to a Registration Statement shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or relating
to its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material fact relating to or provided by such Holder
or relating to its plan of distribution necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not
misleading.

     SECTION 6. Expenses. The Company shall bear all fees and expenses incurred
in connection with the performance by the Company of its obligations under
Sections 3 and 4 hereof whether or not any Registration Statement becomes
effective. Such fees and expenses shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(x) with respect to filings required to be made with the NASD and (y) to comply
with federal and state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of the counsel specified in the
next sentence in connection with Blue Sky qualifications of the Registrable
Securities under the laws of such jurisdictions as the Notice Holders may
designate pursuant to Section 4(h) hereof), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company, (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, (v)
reasonable fees and disbursements of the Transfer Agent and Registrar and (vi)
Securities Act liability insurance obtained by the Company in its sole
discretion. In addition, the Company shall pay the internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange on which similar securities of
the Company are then listed and the fees and expenses of any person, including
special experts, retained by

                                       9

<PAGE>

the Company. Notwithstanding the provisions of this Section 6, each seller of
Registrable Securities shall pay all registration expenses to the extent the
Company is prohibited by applicable Blue Sky laws from paying for or on behalf
of such seller of Registrable Securities. In addition, the Company shall bear
the fees and expenses described in Section 2(b)(iv) hereof. All other selling
expenses incurred in connection with the sale of Registrable Securities by any
of the Holder shall be borne by such Holder. The Company shall have no
obligation to pay and shall not pay any underwriting fees, discounts,
commissions or transfer taxes in connection with the offer and sale of the
Securities by such Holder, and each of the Company, the Initial Purchaser and
any such Holder shall pay the expenses of its own counsel.

     SECTION 7. Indemnification. (a) Indemnification of Holders. The Company
agrees to indemnify each Holder and each person, if any, who controls any Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act as follows:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever including reasonable legal fees and expenses, as incurred,
     arising out of any untrue statement or alleged untrue statement of a
     material fact contained in any Registration Statement (or any amendment
     thereto), or the omission or alleged omission therefrom of a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading or arising out of any untrue statement or alleged untrue
     statement of a material fact included in any preliminary prospectus or
     Prospectus (or any amendment or supplement thereto), or the omission or
     alleged omission therefrom of a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; and

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     7(d) below) any such settlement is effected with the written consent of the
     Company;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information relating to any Holder furnished
to the Company in writing by such Holder expressly for use in any Registration
Statement (or any amendment thereto), or any preliminary prospectus or
Prospectus (or any amendment or supplement thereto).

     (b) Indemnification of Company, Trustees, Officers and other Holders. Each
Holder severally agrees to indemnify and hold harmless the Company, its
trustees, each of its officers who signs any Registration Statement, each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, each other Holder and each
person, if any, who controls any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in any
Registration Statement (or any amendment thereto), or any preliminary prospectus
or Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information relating to such Holder furnished to the
Company in writing by such Holder expressly for use in any Registration
Statement (or any amendment thereto) or such preliminary prospectus or
Prospectus (or any amendment or supplement thereto); provided that with respect
to any amount due to an indemnified person under this paragraph (b), each Holder
shall be liable only to the extent of the net proceeds received by such Holder
upon the sale of

                                       10

<PAGE>

the Registrable Securities pursuant to the Registration Statement giving rise to
such indemnification obligation.

     (c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder except to the extent of actual
damages suffered by such delay and in any event shall not relieve it from any
liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above,
counsel to the indemnified parties shall be selected by the Holders of a
majority of the Shares constituting Registrable Securities, and, in the case of
parties indemnified pursuant to Section 7(b) above, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate
at its own expense in the defense of any such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 7 or Section 8 hereof (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

     (d) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 7(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     SECTION 8. Contribution. If the indemnification provided for in Section 7
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Holders, on the other hand or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, on the one hand, and of the
Holders, on the other hand, in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.

     The relative benefits received by the Company shall be deemed to be equal
to the total net proceeds from the initial placement pursuant to the Purchase
Agreement (before deducting expenses) of the Registrable Securities to which
such losses, claims, damages or liabilities relate. The relative benefits

                                       11

<PAGE>

received by any Holder shall be deemed to be equal to the value of receiving
Registrable Securities that are registered under the Securities Act.

     The relative fault of the Company, on the one hand, and the Holders, on the
other hand, shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Holders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

     The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 8. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 8 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 8, no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such indemnifying party and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or alleged
omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 8, each person, if any, who controls a Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Holder, and each
trustee of the Company, each officer of the Company who signs any Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Company. The Holders' respective
obligations to contribute pursuant to this Section 8 are several in proportion
to the respective number of Registrable Securities they have sold pursuant to a
Registration Statement giving rise to the losses, liabilities, claims, damages
or expenses, and not joint.

     SECTION 9. Information Requirements. The Company shall file the reports
required to be filed by it under the Exchange Act, and, if at any time before
the end of the Effectiveness Period the Company is not subject to the reporting
requirements of the Exchange Act, it will cooperate with any Holder of
Registrable Securities and take such further reasonable action as any Holder of
Registrable Securities may reasonably request (including, without limitation,
making such reasonable representations as any such Holder may reasonably
request), all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the
request of any Holder of Registrable Securities, the Company shall deliver to
such Holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company's most
recent report required to be filed and filed pursuant to Section 13 or Section
15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 9
shall be deemed to require the Company to register any of its securities under
the Exchange Act.

                                       12

<PAGE>

     SECTION 10. Miscellaneous.

     (a) No Conflicting Agreements. The Company has not entered, as of the date
hereof, nor shall it, on or after the date of this Agreement enter, into any
agreement with respect to its securities that conflicts with the rights granted
to the Holders in this Agreement. The Company represents and warrants that the
rights granted to the Holders hereunder do not in any way conflict with the
rights granted to the holders of the Company's securities under any other
agreements.

     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of a majority of
the Shares then constituting Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders whose securities
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Shares then constituting Registrable Securities being
sold by such Holders pursuant to such Registration Statement; provided that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.

     (c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, by telecopier, by courier
guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

          (x) if to a Holder of Registrable Securities, at the most current
     address given by such Holder to the Company in a Notice and Questionnaire
     or any amendment thereto;

          (y) if to the Company, to:

              Prentiss Properties Trust
              3890 W. Northwest Highway, Suite 400
              Dallas, Texas 75220
              Attention:  Thomas F. August, Kevan Dilbeck and Greg Imhoff
              Fax:  214-350-2408

              with a copy to:

              Michael E. Dillard, P.C.
              Akin, Gump, Straus, Hauer & Feld, LLP
              1700 Pacific Avenue, Suite 4100
              Dallas, Texas 75201
              Fax: 214-969-4343

              and

          (z) if to the Initial Purchaser, to:

              Salomon Smith Barney Inc.

                                       13

<PAGE>

              388 Greenwich Street
              New York, New York 10013
              Attention: Manager, Investment Banking Division
              Fax: 212-816-7360

              with a copy to:

              Kathleen L. Werner, Esq.
              Clifford Chance Rogers & Wells LLP
              200 Park Avenue
              New York, New York 10166
              Fax: 212-878-8375

or to such other address as such person may have furnished to the other persons
identified in this Section 10(c) in writing in accordance herewith.

     (d) Approval of Holders. Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchaser
or subsequent Holders of Registrable Securities if such subsequent Holders are
deemed to be such affiliates solely by reason of their holdings of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

     (e) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchaser. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities.

     (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

     (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (h) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.

     (i) Severability. If any term, provision, covenant or restriction of this
Agreement is held to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, and the parties hereto shall use their best efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction, it
being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.

     (j) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and is intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and the registration rights granted by the
Company with respect to the Registrable Securities. Except as provided in the

                                       14

<PAGE>

Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings
among the parties with respect to such registration rights. No party hereto
shall have any rights, duties or obligations other than those specifically set
forth in this Agreement.

     (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Sections 4, 5, 7 or 8 hereof, each of which
shall remain in effect in accordance with its terms.

     (l) Remedies. The Company and the Initial Purchaser acknowledge that there
would be no adequate remedy at law if any party fails to perform any of its
obligations hereunder, and accordingly agree that the Company and each Holder,
in addition to any other remedy to which it may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of another
party under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any state thereof having
jurisdiction.

                                       15

<PAGE>

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

                                              PRENTISS PROPERTIES TRUST


                                              By  /s/ Michael A. Ernst
                                                  ------------------------------
                                                  Name:  Michael A. Ernst
                                                  Title: Chief Financial Officer


Accepted as of the date first above written:

SALOMON SMITH BARNEY INC.


By     /s/ Jeff Horowitz
   --------------------------------------
     Name:  Jeff Horowitz
     Title: Managing Director

                                       16