Exhibit 10.32

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AGREEMENT

THIS AGREEMENT (this "Agreement") is hereby made and entered
into as of the 27th day of March 2003, by and between George M. Marcus
("Marcus"), for both himself and his Affiliated Companies (as defined
in the Termination Agreement (as defined below)) and Essex Property Trust, Inc.,
a Maryland corporation ("Essex"), and its Affiliated Companies.

RECITALS

WHEREAS, Marcus and his Affiliated Companies and Essex and its Affiliated
Companies previously entered into that certain Termination of Non-Compete
Agreement dated as of February 16, 1999 (the "Termination Agreement"),
whereunder Marcus made certain agreements contained in Paragraph 3 therein
regarding Essex's ability to assume certain contracts or agreements for certain
residential rental properties that are entered into by Marcus and/or his
Affiliated Companies; and

WHEREAS, Essex's review of such contracts and agreements unnecessarily
takes up management time from Essex's executives, as Essex, for various good
business reasons, has never assumed any such contract or agreement; and

WHEREAS, Marcus is not involved in the day-to-day operations of Essex
making it unlikely that he could use information obtained in his capacity as
Chairman of the Board of Essex for his own or his Affiliated Companies use;
and

WHEREAS, subject to the terms and conditions provided for in this
Agreement, the parties wish to terminate the provisions of Paragraph 3 of the
Termination Agreement.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. The Recitals set forth above are true and correct.
2. Subject to the terms and conditions provided for in this Agreement,
Paragraph 3 of the Termination Agreement is hereby terminated in its
entirety.
3. Marcus agrees (i) not to divert any multifamily property acquisition and/or
development opportunities, which involve properties in Essex's geographic areas
and with more than one hundred (100) rental units, that are presented to him in
his capacity as Chairman of Essex to any of his Affiliated Companies, (ii) not
to divulge any information regarding property acquisition and/or development
opportunities that may be received by him in his capacity as Chairman of the
Board of Essex to any of his Affiliated Companies, and (iii) that he shall
absent himself from any and all discussions by the Board of Directors of Essex
regarding any proposed acquisition and/or development of a multifamily property
where it appears that there may be an actual conflict of interest with any of
his Affiliated Companies.
4. This Agreement shall be governed by and construed under the laws of the
State of California, without regard to any choice of law principles.
5. This Agreement may be executed in two or more counterparts, each such
counterpart being deemed to be an original, but all of which taken together
shall be deemed to be one and the same instrument.

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

ESSEX:

ESSEX PROPERTY TRUST, INC.,

a Maryland corporation

/s/  Keith R. Guericke
    President

MARCUS:

/s/  George M. Marcus
    George M. Marcus