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                                                                   Exhibit 10.11

                        PRENTISS PROPERTIES LIMITED, INC.
                   KEY EMPLOYEE SHARE OPTION PLAN (KEYSOP(TM))

Effective Date of Plan: February 9, 2000

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                        PRENTISS PROPERTIES LIMITED, INC.
                   KEY EMPLOYEE SHARE OPTION PLAN (KEYSOP(TM))

                                Table of Contents

Article                                                                     Page

         Preamble                                                             1

I        Definitions                                                          1

II       Award of Options                                                     4

III      Exercise of Options                                                  5

IV       Amendment or Termination of Plan                                     7

V        Administration                                                       8

VI       Trust Provisions                                                    10

VII      Miscellaneous Provisions                                            10

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                        PRENTISS PROPERTIES LIMITED, INC.
                   KEY EMPLOYEE SHARE OPTION PLAN (KEYSOP(TM))

                                    Preamble

     Prentiss Properties Limited, Inc., a Delaware corporation (the "Employer")
hereby establishes the Prentiss Properties Limited, Inc. Key Employee Share
Option Plan (KEYSOP(TM)) (the "Plan"), effective as of the date specified
herein.

     The purpose of the Plan is to provide a vehicle for the payment of
compensation (either salary or bonuses) otherwise payable to the participating
key executives of the Employer, Parent or any of their subsidiaries or
affiliates, commensurate with their contributions to the success of their
employer's activities, in a form that will provide incentives and rewards for
meritorious performance and encourage the recipients' continuance as employees.
The Plan is intended to be a nonqualified stock option plan within the meaning
of Section 83 of the Internal Revenue Code, and is not intended to be covered by
the provisions of the Employee Retirement Income Security Act of 1974.

                                    ARTICLE I

                                   Definitions

     As used in this Plan, the following capitalized words and phrases have the
meanings indicated, unless the context requires a different meaning:

     1.1 "Beneficiary" means the person or persons designated by a Participant,
or otherwise entitled, to exercise Options after a Participant's death.

     1.2 "Board of Trust Managers" or "Board" means the Board of Trust Managers
of the Parent.

     1.3 "Cause" means the term as used in a Participant's employment agreement
with his employer or if there is no such agreement, as defined by the Board.

     1.4 "Code" means the Internal Revenue Code of 1986, any amendments thereto,
and any regulations or rulings issued thereunder.

     1.5 "Committee" means the committee appointed in accordance with Section
5.1 to determine awards of Options and administer the Plan.

     1.6 "Designated Property" means shares of regulated investment companies,
securities of the Parent, or any other property (not including cash or cash
equivalents) designated by the Committee as subject to purchase through the
exercise of an Option.

     1.7 "Effective Date" means February 9, 2000.

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     1.8 "Employee" means any individual who is a full-time employee of the
Employer, Parent, or any of their affiliates or subsidiaries.

     1.9 "Employer" means Prentiss Properties Limited, Inc.

     1.10 "ERISA" means the Employee Retirement Income Security Act of 1974, any
amendments thereto, and any regulations or rulings issued thereunder.

     1.11 "Exercise Date" means, with respect to any Option, the date the
Participant gives notice of his intent to exercise his Option.

     1.12 "Exercise Price" means the price that a Participant must pay in order
to exercise an Option.

     1.13 "Fair Market Value" shall have the meaning set forth in Section 2.3.

     1.14 "Grant Date" means, with respect to any Option, the date on which an
Option is awarded to the Participant.

     1.15 "Option" means the right of a Participant, granted in accordance with
the terms of this Plan, to purchase Designated Property from the Employer at the
Exercise Price established under Section 2.3.

     1.16 "Option Agreement" means an agreement executed by the Employer and by
a Participant to whom Options have been awarded, acknowledging the issuance of
the Options and setting forth any terms that are not specified in this Plan.

     1.17 "Parent" means Prentiss Properties Trust, a Maryland real estate
investment trust.

     1.18 "Participant" means any individual who has received an award of
Options in accordance with Section 2.2 and whose Options have not been
completely exercised. After a Participant's death, his Beneficiary is considered
to be a Participant to the extent necessary to facilitate the exercise of any
Options that continue to be exercisable under the terms of the Plan. In the
event of a Participant's disability or other legal incapacity, the Participant's
legal representative is considered to be a Participant to the extent necessary
to facilitate the exercise of any Options that are or become exercisable under
the terms of the Plan.

     1.19 "Plan" means the Prentiss Properties Limited, Inc. Key Employee Share
Option Plan (KEYSOP(TM)), as set forth herein and as from time to time amended.

     1.20 "Plan Year" means the operating year of the Plan, which ends on
December 31.

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     1.21 "Termination of Employment" means a Participant's separation from the
service of his employer by reason of his resignation, retirement, discharge,
death or becoming permanently disabled.

     1.22 "Trust" means the trust that may be established pursuant to Article VI
to hold the Designated Property that is subject to purchase through the exercise
of an Option.

     1.23 "Trust Agreement" means an agreement setting forth the terms of the
Trust established pursuant to Article VI.

     1.24 "Trust Fund" means the Designated Property that is subject to an
Option that is held in the Trust.

     1.25 "Trustee" means the persons or institution acting as trustee of the
Trust.

     1.26 Rules of construction

     1.26.1 Governing law. The construction and operation of this Plan are
governed by the laws of the State of Texas.

     1.26.2 Headings. The headings of Articles, Sections and Subsections are for
reference only and are not to be utilized in construing the Plan.

     1.26.3 Gender. Unless clearly inappropriate, all pronouns of whatever
gender refer indifferently to persons or objects of any gender.

     1.26.4 Singular and Plural. Unless clearly inappropriate, singular terms
refer also to the plural number and vice versa.

     1.26.5 Severability. If any provision of this Plan is held to be illegal,
invalid or unenforceable under any present or future law, and if the rights or
obligations of the parties under this Plan would not be materially and adversely
affected thereby, such provision shall be fully separable, and this Plan shall
be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part thereof, the remaining provisions of the Plan shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance therefrom, and in lieu of
such illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Plan, a legal, valid and enforceable provision
as similar in terms to such illegal, invalid or unenforceable provision as may
be possible.

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                                   ARTICLE II

                                Award of Options

     2.1 Eligibility for Awards. Awards of Options may be made to any Employee
selected by the Committee from the executive officers and other key employees
who occupy senior managerial or professional positions and who have made and/or
who have the capacity of making a substantial contribution to the success of the
Employer, the Parent, or their respective affiliates and subsidiaries. In making
this selection and in determining the form and amount of options, the Committee
shall consider any factors it deems relevant, including the individual's
functions, responsibilities, value of services to the employer and past and
potential contributions to the employer's profitability and growth.

     2.2 Procedure for Awarding Options. The recipients of Options are selected
from time to time by the Committee. No Committee member may take part in any way
in determining the amount of any award of Options to himself. Unless otherwise
determined by the Committee that an Award is effective as to a future date,
awards become effective upon the Grant Date. Awards may be made at any time on
or after the Effective Date and prior to the termination of the Plan.

     2.3 Selection of Designated Property and Establishment of Exercise Price.
When an Option is awarded, the Committee will specify the Designated Property
that may be purchased by exercise of the Option and will fix the Exercise Price.
If the Employer acquires Designated Property specified by an Option Agreement in
accordance with Section 2.5 hereunder, such Designated Property must:

     (a)  not be subject to any security interest, whether or not perfected, or
          to any option or contract under which any other person may acquire any
          interest in it; and
     (b)  be readily tradable on an established market or consist wholly of
          interests in property that is readily tradable on an established
          market.

Unless otherwise specified in a particular Option Agreement, the Exercise Price
will equal the greater of twenty-five percent (25%) of the Fair Market Value of
the Designated Property on the Grant Date or Exercise Date. "Fair Market Value"
means the closing price of the Designated Property, other than securities of the
Parent, reflected in The Wall Street Journal, or other recognized market source,
as determined by the Committee, on the trading day prior to the applicable date
of reference thereunder, or if there is no sale on such date, then the closing
price on the last previous day on which a sale is reported. For Parent
securities, Fair Market Value means the closing price reflected in The Wall
Street Journal, or other recognized market source as determined by the
Committee, on the trading day prior to the applicable date of reference
thereunder, or if there is no sale on such date, then the closing price on the
last previous day on which a sale is reported, as further adjusted by any
discount thereof as may be established by the Committee in its sole discretion.

     2.4 Effect of Dividends and Distributions With Respect to Designated
Property. The Employer agrees, whenever any dividend is declared on Designated
Property, to reinvest all dividends and distributions with respect to Designated
Property in additional property of the

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same kind (or as nearly the same kind as feasible, if property of the same kind
is not available). Any property acquired through investment or reinvestment will
immediately be subject to the same Option that is written on the Designated
Property which has declared the dividend or paid the distribution.

     2.5 Held in Trust. Upon the grant of an Option, the Employer may acquire
the Designated Property and contribute it to the Trust as soon as practicable
after the Grant Date. At the time contributed to the Trust, the Designated
Property shall not be subject to any security interest, whether or not
perfected, or to any option or contract under which any other person may acquire
any interest in the Designated Property, except as otherwise provided in Section
6.2.

     2.6 Substitution of Other Property for Designated Property. At any time
after the grant of an Option, the Committee may, in its discretion, after
consultation with the Participant, substitute other property of equal value for
Designated Property subject to that option. After substitution, such option
shall not be exercisable for six months or the period specified in the option
agreement, whichever is later.

                                   ARTICLE III

                               Exercise of Options

     3.1 Period for Exercise of Options. Options may be exercised by a
Participant at any time during the period beginning six months after the Grant
Date and ending on the earliest of:

     (a)  one month after the Participant's termination of employment, if such
          Participant is terminated voluntarily for any reason, or involuntarily
          for Cause, or
     (b)  one year after the Participant's termination of employment, if such
          Participant's employment terminates for any reason not specified in
          paragraph (a) above, or
     (c)  fifteen years after Grant Date.

If a Participant dies before all of his Options have been exercised, any Options
that remain outstanding may be exercised by his Beneficiary. Notwithstanding
anything herein to the contrary, the right of a Participant or his Beneficiary
to exercise any Option ceases at the time specified in the Option Agreement or
one (1) year after his date of death, whichever is earlier.

     3.2 Procedure for Exercising Option. A Participant may exercise all or a
portion of an Option by giving written notice to the Committee and tendering
payment of the applicable Exercise Price.

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     3.3 Inalienability of Options. Except as otherwise provided in Section 3.4,
no Option granted under this Plan may be transferred, assigned or alienated, and
no Option shall be subject to execution, attachment or similar process. An
Option may be exercised only by the Participant to whom it was granted, by his
Beneficiary after his death, or the Participant's assignee pursuant to Section
3.4.

     3.4 Permitted Transfers. A Participant may at any time prior to death,
assign all or any portion of an Option to:

     (a)  the Participant's spouse or lineal descendants,
     (b)  the trustee of a trust for the primary benefit of the Participant's
          spouse and lineal descendants,
     (c)  a partnership of which the Participant's spouse and lineal descendants
          are the only partners, or
     (d)  a tax-exempt organization as described in Section 501(c)(3) of the
          Code.

Any such assignment will be permitted only if an assignment is expressly
permitted in the Option Agreement, or approved in writing by the Committee, and
the Participant receives no consideration for the assignment. Any such
assignment will be evidenced by an appropriate written document executed by the
Participant, and delivered to the Committee on or before the effective date of
the assignment. In the event of such assignment, the spouse, lineal descendant,
trustee or partnership will be entitled to all of the rights of the Participant
with respect to the assigned portion of the Option, and such portion of the
Option will continue to be subject to all of the terms, conditions and
restrictions applicable to the Option, as set forth in the Plan and the Option
Agreement.

     3.5 Delivery of Designated Property. On the date of exercise, or as soon as
practicable thereafter (but in no event later than five business days after the
date of exercise), the Employer will deliver or cause to be delivered the
Designated Property then being purchased to the Participant. In the event that
the listing, registration or qualification of the Option or the Designated
Property on any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary as a
condition of, or in connection with, the exercise of the Option, then the Option
will not be exercised in whole or in part until such listing, registration,
qualification, consent or approval has been effected or obtained.

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     3.6 Tax Withholding. Whenever Designated Property is to be delivered upon
exercise of an Option under the Plan, the Employer will require as a condition
of such delivery (a) the cash payment by the Participant of an amount sufficient
to satisfy all federal, state and local tax withholding requirements related
thereto, (b) the withholding of such amount from any Designated Property to be
delivered to the Participant, (c) the withholding of such amount from
compensation otherwise due to the Participant, or (d) any combination of the
foregoing, at the election of the Participant with the consent of the Employer.
Such election will be made before the date on which the amount of tax to be
withheld is determined by the Employer, and such election will be irrevocable.
With the consent of the Employer, the Participant may elect a greater amount of
withholding, not to exceed the estimated amount of the Participant's total tax
liability with respect to the delivery of Designated Property under the Plan.
Such election will be made at the same time and in the same manner as provided
above.

     3.7 Election of Beneficiary.

     3.7.1 Designation or Change of Beneficiary by Participant. When Options are
first awarded to a Participant, the Committee will send him a Beneficiary
designation form, on which he may designate one or more Beneficiaries and
successor Beneficiaries. A Participant may change his Beneficiary designation at
any time by filing the prescribed form with the Committee. The consent of the
Participant's current Beneficiary is not required for a change of Beneficiary,
and no Beneficiary has any rights under this Plan except as are provided by its
terms. The rights of a Beneficiary who predeceases the Participant who
designated him immediately terminate, unless the Participant has specified
otherwise.

     3.7.2 Beneficiary if No Election is Made. Unless a different Beneficiary
has been elected in accordance with Section 3.7.1, the Beneficiary of any
Participant who is lawfully married on the date of his death is his surviving
spouse. The Beneficiary of any other Participant who dies without having
designated a Beneficiary is his estate.

                                   ARTICLE IV

                      Amendment or Termination of the Plan

     4.1 Right to Amend or Terminate Plan. The Board may, at any time and from
time to time, amend, in whole or in part, any of the provisions of this Plan or
may terminate it as a whole or with respect to any Participant or group of
Participants. Any such amendment is binding upon all Participants and
Beneficiaries, the Committee and all other parties in interest.

     4.2 When Amendments Take Effect. A resolution amending or terminating the
Plan becomes effective as of the date specified therein.

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     4.3 Amendment of Options. An Option Agreement may be amended by the
Committee at any time if the Committee determines that an amendment is necessary
or advisable as a result of:

     (a)  any addition to or change in the Code or any other law or regulation
          which occurs after the Grant Date and by its terms applies to the
          Option,
     (b)  any substitutions of Designated Property held in trust pursuant to
          Section 2.6,
     (c)  any Plan amendment or termination pursuant to Section 4.1, provided
          that the amendment does not materially affect the terms, conditions
          and restrictions applicable to the Option, or
     (d)  any circumstances not specified in Paragraphs (a), (b), or (c), with
          the consent of the Participant.

                                    ARTICLE V

                                 Administration

     5.1 The Committee. The Plan will be administered by a Committee consisting
of one or more persons appointed by the Board. The Committee will act by a
majority of its members at the time in office and may take action either by
majority vote at a meeting or by unanimous consent in writing without a meeting.

     5.2 Removal or Resignation. The Board may remove any member of the
Committee at any time, with or without cause, and may fill any vacancy. If a
vacancy occurs, the remaining member or members of the Committee will have full
authority to act. Any member of the Committee may resign by written resignation
delivered to the Board. Any such resignation will become effective upon its
receipt by the Board or on such other date as agreed to by the Board and the
resigning member.

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     5.3 Powers of the Committee. In carrying out its duties with respect to the
general administration of the Plan, the Committee will have, in addition to any
other powers conferred by the Plan or by law, the following powers:

     (a)  to determine eligibility to participate in the Plan and eligibility to
          receive Options;
     (b)  to grant Options, and to determine the form, amount and timing of such
          Options;
     (c)  to determine the terms and provisions of the Option Agreements, and to
          modify such Option Agreements as provided in Section 4.3;
     (d)  to substitute Designated Property held in Trust as provided in Section
          2.6;
     (e)  to maintain all records necessary for the administration of the Plan;
     (f)  to prescribe, amend, and rescind rules for the administration of the
          Plan to the extent not inconsistent with the terms thereof;
     (g)  to appoint such individuals and subcommittees as it deems desirable
          for the conduct of its affairs and the administration of the Plan;
     (h)  to employ counsel, accountants and other consultants to aid in
          exercising its powers and carrying out its duties under the Plan; and
     (i)  to perform any other acts necessary and proper for the conduct of its
          affairs and the administration of the Plan, except those reserved by
          the Board.

     5.4 Determinations by the Committee. The Committee will interpret and
construe the Plan and the Option Agreements, and its interpretations and
determinations will be conclusive and binding on all Participants, Beneficiaries
and any other persons claiming an interest under the Plan or any Option
Agreement.

     5.5 Indemnification of the Committee. The Employer and the Parent, jointly
and severally, will indemnify and hold harmless each member of the Committee
against any and all expenses and liabilities arising out of such member's action
or failure to act in such capacity, excepting only expenses and liabilities
arising out of such member's own willful misconduct or gross negligence.
Expenses and liabilities against which a member of the Committee is indemnified
hereunder will include, without limitation, the amount of any settlement or
judgment, costs, counsel fees and related charges reasonably incurred in
connection with a claim asserted, the investigation of any such claim, or a
proceeding brought against him or the settlement thereof. This right of
indemnification will be in addition to any other rights to which any member of
the Committee may be entitled. The Employer and/or the Parent, as applicable,
may, at its own expense, settle any claim asserted or proceeding brought against
any member of the Committee when such settlement appears to be in the best
interests of the Employer and/or the Parent, as applicable, with such member's
consent which will not be unreasonably withheld.

     5.6 Expenses of the Committee. The members of the Committee will serve
without compensation for services as such. All reasonable expenses of the
Committee will be paid by the Employer.

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                                   ARTICLE VI

                                Trust Provisions

     6.1 Establishment of the Trust. A trust may be established to hold all
Designated Property contributed by the Employer pursuant to Section 2.5. Except
as otherwise provided in Section 6.2, the Trust will be irrevocable and no
portion of the Trust Fund will be used for any purpose other than the delivery
of Designated Property pursuant to the exercise of an Option, and the payment of
expenses of the Plan and Trust.

     6.2 Trust Status. The Trust is intended to be a grantor trust, within the
meaning of Section 671 of the Code, of which the Employer is the grantor, and
this Plan is to be construed in accordance with that intention. Notwithstanding
any other provision of this Plan, the Trust Fund will remain the property of the
Employer and will be subject to the claims of its creditors in the event of its
bankruptcy or insolvency. No Participant will have any priority claim on the
Trust Fund or any security interest or other right superior to the rights of a
general creditor of the Employer.

                                   ARTICLE VII

                            Miscellaneous Provisions

     7.1 No Rights of Shareholder. Neither the Participant, a Beneficiary nor
any assignee will be, or will have any of the rights and privileges of, a
stockholder with respect to any Designated Property purchasable or issuable upon
the exercise of an Option, prior to the date of exercise of such Option.

     7.2 No Right to Continued Employment. Nothing contained in the Plan will be
deemed to give any person the right to be retained in the employ of his
employer, or to interfere with the right of the employer to discharge any person
at any time without regard to the effect that such discharge will have upon such
person's rights or potential rights, if any, under the Plan. The provisions of
the Plan are in addition to, and not a limitation on, any rights that a
Participant may have against his employer by reason of any employment or other
agreement with his employer.

     7.3 Notices. Unless otherwise specified in an Option Agreement, any notice
to be provided under the Plan to the Committee will be mailed (by certified
mail, postage prepaid) or delivered to the Committee in care of the Employer at
its executive offices, and any notice to the Participant will be mailed (by
certified mail, postage prepaid) or delivered to the Participant at the current
address shown on the payroll records of his employer. No notice will be binding
on the Committee until received by the Committee.

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IN WITNESS WHEREOF, Prentiss Properties Limited, Inc. has caused this Plan to be
executed by its duly authorized officer by authority of its Board of Directors
and the Board of Trust Managers of the Parent this 9th day of February 2000.

                                    Prentiss Properties Limited, Inc.


                                    By:    /s/ Gregory S. Imhoff
                                       -----------------------------------------

                                    Title:Senior Vice President and Secretary
                                          --------------------------------------

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