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                                 Exhibit 10.21

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 10, 2000,
by and between Prentiss Properties Trust, a Maryland real estate investment
trust (the "Company") and Thomas F. August (the "Executive"), recites and
provides as follows:

                              W I T N E S S E T H:

     WHEREAS, the Company is a self-administered Maryland real estate investment
trust, which has been formed to continue and expand the national acquisition,
property management, leasing, development and construction business of Prentiss
Properties Limited, Inc., and its Affiliates (collectively, the "Prentiss
Group");

     WHEREAS, the Company's primary objective is to maximize the profitability
of its Properties by continuing the Prentiss Group's success in renewing leases,
maintaining high occupancy rates, reducing operating costs and growing through
the acquisition of additional office and industrial properties and through
development primarily on a build-to-suit basis;

     WHEREAS, Executive has been continuously and actively engaged in various
aspects of real estate development, acquisitions, and investment management on
the national level, both personally and for companies and joint ventures
controlled by or affiliated with Executive, including, without limitation, the
owning, development, asset management and management of Office or Industrial
Properties;

     WHEREAS, the Company desires to amend and restate the Employment Agreement
(the "Original Agreement") between the Company and the Executive, dated as of
October 22, 1996, in order to reflect the Executive's current title and
compensation, as well as to provide for additional compensation in the event of
a Change in Control.

     WHEREAS, the Company desires to continue to employ the Executive to devote
a significant portion of his time (as hereinafter defined) to the business of
the Company, including, without limitation, the operation and management of the
Company and the Properties, and to serve as the President, Chief Executive
Officer and a Trustee of the Company; and

     WHEREAS, the Executive desires to be so employed on the terms and subject
to the conditions hereinafter stated.

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and
obligations of the parties provided for in this Agreement and the benefits to be
received by the Executive, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     A.  DEFINITIONS.

         For purposes of this Agreement, the following terms shall have the
following meanings (applicable to both the singular and plural forms of the
terms defined):
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         1.  "Acquisition of Office or Industrial Property" means engaging in
the activity of soliciting, seeking to acquire, obtaining an option or first
right of refusal to acquire, or acquiring, any interest in an Office or
Industrial Property or in real property planned for development as an Office or
Industrial Property.

         2.  "Affiliate" means (i) any person directly or indirectly
controlling, controlled by, or under common control with such other person, (ii)
any executive officer, director, trustee or general partner of such other
person, and (iii) any legal entity for which such person acts as an executive
officer, director, trustee or general partner. The term "person" means and
includes any natural person, corporation, partnership, association, limited
liability company or any other legal entity.

         3.  "Board" means the Board of Trustees of the Company.

         4.  "Change in Control" shall mean that (a) the Company has consummated
a transaction pursuant to any agreement with any person or entity that involves
the transfer of ownership of more than fifty percent (50%) of the Company's
total assets or earnings power on a consolidated basis, as reported in the
Company's consolidated financial statements filed with the Securities and
Exchange Commission (including an agreement for the acquisition of the Company
by merger, consolidation, or statutory share exchange regardless of whether the
Company is intended to be the surviving or resulting entity after the merger,
consolidation, or statutory share exchange or for the sale of substantially all
of the Company's assets to the person or entity), (b) as the direct or indirect
result of, or in connection with, a cash tender or exchange offer, a merger or
other business combination or combination of these transactions, the persons who
were trustees of the Company before such transactions cease to constitute a
majority of the Board, or any successor's board, within two years of the last
such transaction, (c) any person or entity is or becomes an Acquiring Person, or
(d) during any period of two consecutive calendar years, the Continuing Trustees
cease for any reason to constitute a majority of the Board. For purposes of the
preceding sentence, "Continuing Trustee" means any member of the Board, while a
member of the Board and (1) who was a member of the Board prior to May 10, 2000
or (2) whose subsequent nomination or election to the Board was recommended or
approved by a majority of the Continuing Trustees; and "Acquiring Person" means
that (i) a person, considered alone or together with all Affiliates and
associates of that person or entity, becomes directly or indirectly the
beneficial owner of securities representing at least twenty percent (20%) of the
Company's outstanding securities entitled to vote generally in the election of
the Board, or (ii) a person or entity enters into an agreement that would result
in that person or entity satisfying the conditions in subsection (i) or that
would result in an Affiliate's failure to be an Affiliate.

         5.  "Competitive Activity" means engaging in directly, through an
Affiliate, or being employed by any entity undertaking, or otherwise undertaking
to do any of the following: (i) Acquisition of Office or Industrial Property,
(ii) Office or Industrial Property Ownership or Leasing, (iii) Office or
Industrial Property Construction, (iv) Office or Industrial Property
Entitlements, (v) Speculation, or (vi) Office or Industrial Property Management
and Operation.

         6.  "Effective Date" shall mean May 10, 2000.

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         7.  "Employment Term" means the Initial Term, as herein defined, and
the successive annual renewals of this Agreement until terminated. The initial
term of the Executive's employment hereunder (the "Initial Term") shall be for a
period of three years, commencing on the Effective Date and continuing until the
third anniversary of the Effective Date, unless terminated earlier as provided
herein. After the third anniversary of the Effective Date, the term shall be
automatically renewed for successive one year periods unless otherwise
terminated as provided herein.

         8.  "Good Reason" shall mean:

                  (a) the Executive's relocation more than fifty (50) miles from
         the Executive's primary office, without such Executive's consent;

                  (b) a material adverse alteration in the nature, title or
         status of his position;

                  (c) a reduction by the Company of the Executive's annual base
         salary or target bonus;

                  (d) an assignment of duties to the Executive that are
         materially inconsistent with his job description; or

                  (e) the intentional breach by the Company of any material
         provision of this Agreement that continues for a period of 14 days
         after the Independent Trustees on the Board receive written notice of
         such breach.

         9.  "Independent Trustee" shall mean a member of the Board who is
defined as an "Independent Trustee" in the Amended and Restated Declaration of
Trust of the Company, which is attached as Exhibit 3.1 to the Company's
Registration Statement on Form S-11 (File No. 333-9863), as filed with the
Securities and Exchange Commission, as amended.

         10. "Noncompetition Period" means the period beginning on (a) the date
the Executive has terminated his employment without Good Reason (excluding a
resignation for any reason or no reason after a Change in Control) or (b) the
date the Executive experiences a Termination With Cause, and ending two years
from the date of either such termination of employment.

         11. "Office or Industrial Property" means any Property that is used in
whole or in part for office or industrial space or office or industrial related
purposes, whether in fee or leasehold, together with all improvements and
fixtures now or hereafter located thereon, all rights, privileges and easements
appurtenant thereto, and all tangible and intangible personal property used in
connection therewith.

         12. "Office or Industrial Property Construction" means the
construction, renovation or repair of improvements on an Office or Industrial
Property by Executive or an Affiliate of Executive.

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         13. "Office or Industrial Property Entitlements" means engaging in the
process by which a person with an interest in an Office or Industrial Property
obtains necessary or desirable governmental approvals, licenses, permits,
entitlements or agreements for the commencement of Office or Industrial Property
Construction.

         14. "Office or Industrial Property Management and Operation" means
engaging in directly or through an Affiliate, or being employed by any entity
undertaking, or otherwise undertaking the day-to-day management and operation of
an Office or Industrial Property, whether pursuant to a master lease, management
agreement or any other arrangement.

         15. "Property" means any real property or any interest therein.

         16. "Speculation" means engaging in the activity of soliciting, seeking
to acquire, obtaining an option or a first right of refusal to acquire, or
acquiring any interest in a Office or Industrial Property with the intention at
any time of acquiring (or obtaining an option or a first right of refusal to
acquire) or holding an Office or Industrial Property for subsequent sale or
other transfer to any person for purposes of Competitive Activity.

         17. "Termination Without Cause" means the termination of the
Executive's employment by the Company for any reason other than Voluntary
Termination or Termination With Cause.

         18. "Termination With Cause" means the termination of the Executive's
employment by act of the Board for any of the following reasons:

                  (a) willful misconduct of the Executive in connection with the
         performance of any of his duties, including, without limitation,
         misappropriation of funds or property of the Company or any of its
         Affiliates or securing or attempting to secure personally any profit in
         connection with any transaction entered into on behalf of the Company
         or any of its Affiliates;

                  (b) conduct by the Executive that would result in material
         injury to the reputation of the Company if he were retained in his
         position with the Company, including, without limitation, conviction of
         a felony under the laws of the United States or any State thereof, or
         of an equivalent crime under the laws of any other jurisdiction,
         bankruptcy, insolvency or general assignment for the benefit of his
         creditors;

                  (c) continued or deliberate neglect by the Executive of any of
         his duties hereunder;

                  (d) any failure to comply substantially with any written
         rules, regulations, policies or procedures of the Company, if such
         non-compliance could be expected to have a material and adverse effect
         on the Company's business and which has not been cured after reasonable
         notice;

                  (e) any willful failure to comply with the Company's internal
         policies regarding insider trading or insider dealing which has not
         been cured after reasonable notice; or

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                  (f) any material breach of this Agreement which has not been
         cured after notice and a reasonable opportunity to be heard.

         19. "Voluntary Termination" means the Executive's voluntary termination
of his employment hereunder for any reason other than Good Reason.

     B.  THE EMPLOYMENT RELATIONSHIP.

         1.  Employment. The Company shall employ the Executive, and the
Executive agrees to be so employed, in the capacity of President and Chief
Executive Officer of the Company to serve for the Employment Term (as herein
defined), subject to earlier termination as herein provided.

         2.  Services. The Executive shall devote a significant portion of his
time, attention and effort to the Company's affairs. Specifically, the Executive
shall have complete management authority and responsibility with respect to the
day-to-day operations and long-term management of the Company and its Office and
Industrial Properties, as well as implementation of the long-range growth
strategy of the Company, consistent with directions from the Board. The
Executive shall have full authority and responsibility, subject to the general
direction, approval and control of the Board for formulating policies of and
administering the Company and its Properties. He shall have the authority to
hire and fire Company personnel, to retain consultants when he deems necessary
to implement the Company's policies, to execute contracts on behalf of the
Company in the ordinary course of business and to negotiate for and cause the
Company to acquire new Properties at the direction of the Board. As used herein,
"a significant portion of his time, attention and effort" shall mean
substantially all of the Executive's working time devoted to business
activities.

         3.  Compensation. (a) The Company initially shall pay the Executive for
his services an annual base salary of $310,000, to be paid in semi-monthly
payments, subject to any increases in base compensation as approved by the
Compensation Committee of the Board (the "Compensation Committee").

                  (b) In addition, the Company may from time to time pay the
         Executive incentive compensation, including, but not limited to, share
         options, restricted shares or cash bonuses, in accordance with the
         Company's 1996 Share Incentive Plan, any subsequent annual share
         incentive plans adopted by the Compensation Committee and other rules
         and criteria established by the Compensation Committee of the Board.

         4. Benefits. The Company agrees to provide the Executive with the
following benefits during the Term of this Agreement:

                  (a) Vacation. The Executive shall be entitled each year to
         four weeks vacation, during which time his compensation shall be paid
         in full.

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                  (b) Employee Benefits. The Executive shall be entitled to all
         rights, benefits and privileges to which other management level
         employees of the Company are entitled, including, but not limited to,
         any retirement, pension, profit-sharing, insurance, hospital or other
         plans which may now be in effect or which may hereafter be adopted by
         the Company.

                  (c) Tax and Estate Planning. The Company shall provide the
         Executive with annual personal tax and estate planning services.

                  (d) Country Club Fees. The Company shall reimburse the
         Executive for his membership dues at the Northwood Club in Dallas,
         Texas.

         5. Expenses. The Company recognizes that the Executive will have to
incur certain out-of-pocket expenses, including, but not limited to, travel
expenses, related to his services and the Company's business, and the Company
agrees to reimburse the Executive for all reasonable expenses necessarily
incurred by him in the performance of his duties upon presentation of a voucher
or documentation indicating the amount and business purposes of any such
expenses.

         6. Termination in Case of Death or Disability. In case of the
Executive's death or permanent disability (defined as complete physical or
mental inability, confirmed by a licensed physician, to perform substantially
all of the services described herein that continues for a period of 180
consecutive days), the Company may elect to terminate the Executive pursuant to
the terms of Section B, Paragraph 8 hereof.

         7. Termination With Cause; Voluntary Termination. The Company may
terminate this Agreement upon a determination that an event has occurred within
the definition of Termination With Cause; provided, however, in the case of a
Termination With Cause based upon clauses (b) or (c) of such definition, the
Company shall provide the Executive written notice of such grounds for
termination, and the Executive shall have a period of 14 days to cure such cause
to the reasonable satisfaction of the Board. If the Executive shall suffer
Termination With Cause or shall cease being an employee of the Company on
account of a Voluntary Termination, then the Executive shall receive accrued
compensation until the effective date of such Voluntary Termination or
Termination without Cause and shall not be entitled to any compensation after
the effective date of such Voluntary Termination or Termination With Cause
(except compensation accrued but unpaid on the date of such event). Any
continued rights and benefits the Executive may have under employee benefit
plans and programs of the Company upon such a termination, if any, shall be
determined in accordance with the terms of such plans and programs provided
however, that the Executive, including his immediate, family shall be able to
continue to participate in the Company's medical/health insurance or coverage
program with the same level of benefits as he was entitled to receive
immediately prior to the time of termination, but the Executive shall bear all
costs of such medical/health insurance or coverage. Any period during which
benefits are continued pursuant to this Paragraph 7 of Section B shall be
considered to be in satisfaction of the Company's obligation to provide
"continuation coverage" pursuant to Section 4980B of the Internal Revenue Code
of 1986, as amended, and the

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period of coverage under Section 4980B shall be reduced by the period during
which benefits are provided pursuant to this Paragraph 7 of Section B.

         8. Death or Disability; Termination Without Cause; or Termination of
Employment by Executive for Good Reason. If the Executive shall suffer a
termination of employment due to death or disability or a Termination Without
Cause or shall terminate his employment for Good Reason, then the Company: (i)
shall pay the Executive, (a) in the case of a termination of employment due to
death or disability, cash compensation in a lump sum equal to one year's base
salary, based on the Executive's base salary at the time of such death of
termination due to disability; or (b) in the case of a Termination Without Cause
or a termination of employment by Executive for Good Reason, cash compensation
in a lump sum equal to the sum of (x) two years' base salary (based on the
Executive's base salary at the time of such Termination Without Cause or
termination by the Executive for Good Reason) and (y) two times the sum of (A)
the Executive's pro forma annual cash bonus as calculated for the year 2000 and
(B) the average of the current value of the long-term incentives earned in the
two years prior to the termination of employment; and (ii) continue to provide
for a period of three years after such death, disability or termination, at its
expense, on behalf of the Executive and his dependents and beneficiaries (a)
annual physicals, medical, health, dental and prescription drug benefits, (b)
long-term disability coverage, (c) life insurance and other death benefits
coverage, and (d), all the benefits and privileges set forth in subparagraphs
(c) and (d) of Paragraph 4 of Section B. For the same three-year period (except
in the case of death), the Executive shall be entitled to retain, at the
Company's expense, his current office or a similar office and a secretary. The
coverage and benefits (including deductibles, costs and contributions by the
Executive, if any) provided under this Paragraph 8 of Section B shall be no less
favorable to the Executive and his dependents and beneficiaries than the most
favorable of such coverage and benefits provided the Executive and his
dependents and beneficiaries during the 90-day period immediately prior to such
death, disability or termination. The obligation under this Paragraph 8 of
Section B with respect to the foregoing benefits shall be limited if the
Executive obtains any such benefits pursuant to a subsequent employer's benefit
plans, in which case the Company may reduce or eliminate the coverage and
benefits it is required to provide the Executive hereunder as long as the
aggregate coverage and benefits of the combined benefit plans is no less
favorable to the Executive than the coverage and benefits required to be
provided hereunder. Any continued rights and benefits that the Executive, or the
Executive's estate or other legal representatives, may have under employee
benefit plans and programs of the Company upon such death, disability or
termination shall be determined in accordance with the terms and provisions of
such plans and programs. The foregoing notwithstanding, if the Executive has
received, or is entitled to receive, the payments under Paragraph 9 of Section
B, no payments or benefits shall be payable under this Paragraph 8. Any period
during which benefits are continued pursuant to this Paragraph 8 of Section B
shall be considered to be in satisfaction of the Company's obligation to provide
"continuation coverage" pursuant to Section 4980B of the Internal Revenue Code
of 1986, as amended, and the period of coverage under Section 4980B shall be
reduced by the period during which benefits are provided pursuant to this
Paragraph 8 of Section B.

         9. Change in Control. Within fifteen (15) days of a Change in Control,
the Company shall pay Executive a lump sum payment that equals three times the
sum of (i) the Executive's then-current annual base salary, and (ii) the average
of: (x) the Executive's pro forma annual cash bonus as calculated for the year
2000 and (y) the current value of the long-

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term incentives earned in the two years prior to the Change in Control. In
addition, after a Change in Control, the Executive may resign for any reason or
no reason, and the Company shall continue to provide for a period of three years
after such resignation, at its expense, on behalf of the Executive and his
dependents and beneficiaries (i) annual physicals, medical, health, dental and
prescription drug benefits, (ii) long-term disability coverage, (iii) life
insurance and other death benefits coverage, and (iv), all the benefits and
privileges set forth in subparagraphs (c) and (d) of Paragraph 4 of Section B.
For the same three-year period (except in the case of death), the Executive
shall be entitled to retain, at the Company's expense, his current office or a
similar office and a secretary. The coverage and benefits (including
deductibles, costs and contributions by the Executive, if any) provided under
this Paragraph 9 of Section B shall be no less favorable to the Executive and
his dependents and beneficiaries than the most favorable of such coverage and
benefits provided the Executive and his dependents and beneficiaries during the
90-day period immediately prior to the Change in Control or as of any date
following the Change in Control but preceding the Executive's resignation. The
obligation under this Paragraph 9 of Section B with respect to the foregoing
benefits shall be limited if the Executive obtains any such benefits pursuant to
a subsequent employer's benefit plans, in which case the Company may reduce or
eliminate the coverage and benefits it is required to provide the Executive
hereunder as long as the aggregate coverage and benefits of the combined benefit
plans is no less favorable to the Executive than the coverage and benefits
required to be provided hereunder. Any period during which benefits are
continued pursuant to this Paragraph 9 of Section B shall be considered to be in
satisfaction of the Company's obligation to provide "continuation coverage"
pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and
the period of coverage under Section 4980B shall be reduced by the period during
which benefits are provided pursuant to this Paragraph 9 of Section B.

         10. Gross-Up Payment.

             (a) In the event it shall be determined that any payment or
distribution of any type to or for the benefit of the Executive, by the Company,
any Affiliate, any person who acquires ownership or effective control of the
Company or ownership of a substantial portion of the Company's assets (within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder) or any Affiliate of such person,
whether paid or payable or distributed or distributable pursuant to any of the
terms of this Agreement or otherwise (the "Total Payments"), is or will be
subject to the excise tax imposed by Section 4999 of the Code or any interest or
penalties with respect to such excise tax (such excise tax, together with any
such interest and penalties, are collectively referred to as the "Excise Tax"),
then the Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by the Executive of all
taxes (including any interest or penalties imposed with respect to such taxes),
including any income tax, employment tax or Excise Tax, imposed upon the Gross
Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Total Payments.

             (b) All mathematical determinations, and all determinations as to
whether any of the Total Payments are "parachute payments" (within the meaning
of Section 280G of the Code), that are required to be made under this
Subparagraph (b), including determinations as to whether a Gross-Up Payment is
required, the amount of such Gross-Up Payment and amounts relevant to the last
sentence of this Subparagraph (b), shall be made by an

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independent accounting firm selected by the Executive from among the five (5)
largest accounting firms in the United States (the "Accounting Firm"), which
shall provide its determination (the "Determination"), together with detailed
supporting calculations regarding the amount of any Gross-Up Payment and any
other relevant matter, both to the Company and the Executive by no later than
ten (10) days following the Change in Control, or such earlier time as is
requested by the Company or the Executive (if the Executive reasonably believes
that any of the Total Payments may be subject to the Excise Tax). If the
Accounting Firm determines that no Excise Tax is payable by the Executive, it
shall furnish the Executive and the Company with a written statement that such
Accounting Firm has concluded that no Excise Tax is payable (including the
reasons therefor) and that the Executive has substantial authority not to report
any Excise Tax on his federal income tax return. If a Gross-Up Payment is
determined to be payable, it shall be paid to the Executive within twenty (20)
days after the Determination (and all accompanying calculations and other
material supporting the Determination) is delivered to the Company by the
Accounting Firm. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive, absent manifest error. As a result of uncertainty
in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments not made by the Company should have been made ("Underpayment"), or that
Gross-Up Payments will have been made by the Company which should not have been
made ("Overpayments"). In either such event, the Accounting Firm shall determine
the amount of the Underpayment or Overpayment that has occurred. In the case of
an Underpayment, the amount of such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive. In the case of an Overpayment,
the Executive shall, at the direction and expense of the Company, take such
steps as are reasonably necessary (including the filing of returns and claims
for refund), follow reasonable instructions from, and procedures established by,
the Company, and otherwise reasonably cooperate with the Company to correct such
Overpayment, provided, however, that (i) the Executive shall not in any event be
obligated to return to the Company an amount greater than the net after-tax
portion of the Overpayment that he has retained or has recovered as a refund
from the applicable taxing authorities and (ii) this provision shall be
interpreted in a manner consistent with the intent of this Paragraph 10 of
Section B, which is to make the Executive whole, on an after-tax basis, from the
application of the Excise Tax, it being understood that the correction of an
Overpayment may result in the Executive repaying to the Company an amount which
is less than the Overpayment.

     C.  AGREEMENT NOT TO COMPETE.

         Except as explicitly provided herein, the Executive agrees, for the
entire Employment Term and, if applicable, the entire Noncompetition Period, to
the following covenants, effective within the United States:

         1.  Competitive Activity Restriction. Executive, personally or through
any Affiliate of Executive, shall not conduct any Competitive Activity other
than through the Company, unless a majority of the Board, which majority must
include a majority of the Independent Trustees, have determined that such
Competitive Activity will not have a material adverse effect on the operations
of any Office or Industrial Property that the Company either owns or has a right
to acquire. Notwithstanding any other provision of this Agreement, the

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Executive agrees that, during the time he is employed by the Company, the
Executive shall present to the Company all opportunities that arise to engage in
Competitive Activities.

         2.  No Beneficial Ownership. Executive shall not beneficially own
directly or indirectly any beneficial interest in any entity engaged in any
Competitive Activity other than the Company, except for any interest in a
company traded on a nationally recognized public securities exchange (including
The NASDAQ National Market), provided such interest does not exceed five percent
of the outstanding capital stock of such company.

         3. Loans. Executive shall not directly or indirectly make any loan to,
or hold any note evidencing a loan from, any entity engaged in any Competitive
Activity.

         4. Competitive Entity. Executive shall not be a director or trustee,
officer, or employee of, or consultant to (whether for compensation or not) any
entity engaged in any Competitive Activity.

         5. Notification to Independent Trustees. If Executive or any Affiliate
of Executive desires to engage in any Competitive Activity, Executive shall
describe fully the proposed activity in a written notice (the "Disclosure
Notice") to the Company and the Independent Trustees. A Disclosure Notice shall
only pertain to a specific proposed project and the referenced proposed project
shall be described therein with specificity as to timing, location, scope and
the extent of Executive's involvement, financially and in terms of his time
commitment. A Disclosure Notice may not request approval for any conceptual or
non-project specific activity or for any activity that is prohibited by this
Agreement.

     D.  MISCELLANEOUS PROVISIONS.

         1. Notices. All notices or deliveries authorized or required pursuant
to this Agreement shall be deemed to have been given when in writing and when
(i) deposited in the U.S. mail, certified, return receipt requested, postage
prepaid, or (ii) otherwise delivered by hand or by overnight delivery, against
written receipt, by a common carrier or commercial courier or delivery service
addressed to the parties at the following addresses or to such other addresses
as either may designate in writing to the other party:

         To the Company:               Prentiss Properties Trust
                                       3890 West Northwest Highway, Suite 400
                                       Dallas, Texas 75220
                                       Phone (214)761-1440

         To the Executive:             Thomas F. August
                                       6115 Oakcrest Road
                                       Dallas, Texas 75248
                                       Phone (214)369-9101

         2. Entire Agreement. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof and shall
not be modified in any manner except by instrument in writing signed, by or on
behalf of, the parties hereto. This

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Agreement shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties hereto.

         3.  Effective Date. Notwithstanding the date of this Agreement, the
terms and provisions of and rights and obligations under this Agreement shall
become effective on the Effective Date.

         4.  Applicable Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Texas.

         5.  Assignment. The Executive acknowledges that his services are unique
and personal. The Executive may not assign his rights or delegate his duties or
obligations under this Agreement except (a) his rights to compensation and
benefits hereunder may be transferred by will or operation of law and (b) his
rights under employee benefit plans or programs described in Section B,
Paragraph 4(b) may be assigned or transferred in accordance with the terms of
such plans or programs, or regular practices thereunder. The Executive's rights
and obligations under this Agreement shall inure to the benefit of and shall be
binding upon the Executive's heirs and personal representatives.

         6.  Titles and Headings. Titles and headings to sections and paragraphs
in this Agreement are inserted for the convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.

         7.  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         8.  Amendments. No amendment, modification or supplement to this
Agreement shall be binding on any of the parties hereto unless it is in writing
and signed by the parties in interest at the time of the modification, and
further provided any such modification is approved by a majority of the
Independent Trustees.

         9.  No Third-Party Beneficiaries. This Agreement is solely for the
benefit of the parties to this Agreement and should not be deemed to confer upon
third parties any remedy, claim, liability, reimbursement, claims or action or
other right in excess of those existing without reference to this Agreement.

         10. Maximum Legal Enforceability; Time of Essence. Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Without prejudice
to any rights or remedies otherwise available to any party to this Agreement,
each party hereto acknowledges that damages would not be an adequate remedy for
any breach of the provisions of this Agreement and agrees that the obligations
of the parties hereunder shall be specifically enforceable. Time shall be of the
essence as to each and every provision of this Agreement.

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<PAGE>

         11. Specific Performance. The Executive acknowledges that the
obligations undertaken by him pursuant to this Agreement are unique and that the
Company will not have an adequate remedy at law if he shall fail to perform any
of his obligations hereunder, and the Executive therefore confirms that the
Company's right to specific performance of the terms of this Agreement is
essential to protect the rights, interest and goodwill of the Company.
Accordingly, in addition to any other remedies that the Company may have at law
or in equity, the Company shall have the right to have all obligations,
covenants, agreements and other provisions of this Agreement specifically
performed by the Executive, and the Company shall have the right to obtain
preliminary and permanent injunctive relief to secure specific performance and
to prevent a breach or contemplated breach of this Agreement by the Executive.
The Executive acknowledges that the Company will have the right to have the
provisions of this Agreement enforced in any court of competent jurisdiction, it
being agreed that any breach or threatened breach of this Agreement would cause
irreparable injury to the Company and its business and that money damages would
not provide an adequate remedy to the Company.

         12. Operations of Affiliated Parties. The Executive agrees that he will
refrain from authorizing any Affiliate to perform any activities that would be
prohibited by the terms of this Agreement if they were performed by him.
Notwithstanding anything to the contrary contained in this Agreement, the
Executive shall not be required by the terms of this Agreement to violate any
fiduciary duty existing on the date hereof that he owes to a third party.

         13. Further Assurances. The parties to this Agreement will execute and
deliver or cause the execution and delivery of such further instruments and
documents and will take such other actions as any other party to the Agreement
may reasonably request in order to effectuate the purpose of this Agreement and
to carry out the terms hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.

                                  THE EXECUTIVE

                                  /s/ THOMAS F. AUGUST
                                  --------------------
                                  Thomas F. August


                                  THE COMPANY

                                  PRENTISS PROPERTIES TRUST



                                  By: /s/ LAWRENCE A. WILSON
                                     -------------------------------
                                     Its:
                                         ---------------------------

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