10-Q Exhibit 10.1




Exhibit 10.1


           SEVENTH AMENDMENT TO THE

                             FIRST AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP OF

                               ESSEX PORTFOLIO, L.P.


Dated as of June 26, 2003

This Seventh Amendment to the First Amended and Restated Agreement of Limited
Partnership of Essex Portfolio, L.P., as amended (as amended, the
"Partnership Agreement"), dated as of the date shown above (the
"Amendment"), is executed by Essex Property Trust, Inc., a
Maryland corporation (the "General Partner"), as the General
Partner and on behalf of the existing Limited Partners of Essex Portfolio, L.P.
(the "Partnership") and any individuals to whom Series Z-1
Incentive Units are issued and who are admitted as Additional Limited Partners
on or after the date of this Amendment in accordance with the terms of the
Partnership Agreement and this Amendment and whose names will be set forth on
Exhibit R as holders of Series Z-1 Incentive Units issued pursuant
to this Amendment (the "Series Z-1 Partners").


RECITALS


WHEREAS, the Partnership was formed pursuant to the Partnership
Agreement;


WHEREAS, the Partnership desires to authorize the issuance as of the date
hereof an aggregate amount of 400,000 Series Z-1 Incentive Units (the
"Series Z-1 Incentive Units") of limited partnership interests
in the Partnership with rights, terms and conditions as set forth herein, which
will be issued from time to time to the Series Z-1 Partners in exchange for a
capital commitment (the "Capital Commitment") in the amount of
$1.00 per unit;


WHEREAS, pursuant to the authority granted to the General Partner under the
Partnership Agreement, the General Partner desires to amend the Partnership
Agreement (i) to allow the Partnership to issue the Series Z-1 Incentive Units
to the Series Z-1 Partners on or after the date of this Amendment and to admit
the Series Z-1 Partners as Additional Limited Partners and holders of Series Z-1
Incentive Units on or after the date of this Amendment and (ii) certain other
matters described herein; and


WHEREAS, upon the issuance of Series Z-1 Incentive Units to an individual, he
or she agrees to become a party to the Partnership Agreement as an Additional
Limited Partner and a Series Z-1 Partner by executing a counterpart signature
page to this Amendment and otherwise complying with the terms of this Amendment
and the Partnership Agreement, and agrees to be bound by all terms, conditions
and other provisions of this Amendment and the Partnership Agreement.


NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:




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	Definitions.  Capitalized terms used herein, unless otherwise defined
herein, shall have the same meanings as set forth in the Partnership
Agreement.

	Amended Definitions.  


	Section 1.1 of the Partnership Agreement is hereby amended to delete
the definition of "Percentage Interest" in its entirety and to
substitute the following definition of "Percentage Interest,"
in its place:

"Percentage Interest" shall mean (i) with respect to
any Partner other than holders of Series B Preferred Units, Series C Preferred
Units, Series D Preferred Units, Series E Preferred Units, Series Z Incentive
Units or Series Z-1 Incentive Units, the undivided percentage ownership interest
of such Partner in the Partnership, as determined by dividing
(A) the number of Partnership Units owned by such Partner by
(B) the sum of (x) the total number of Partnership Units then outstanding
(excluding the Series A Preferred Interest, the Series B Preferred Interest, the
Series B Partnership Units, the Series C Preferred Interest, the Series C
Preferred Units, the Series D Preferred Interest, the Series D Preferred Units,
the Series E Preferred Interest, the Series E Preferred Units, Series Z
Incentive Units and the Series Z-1 Incentive Units), (y) the total number of
outstanding Series Z Incentive Units multiplied by the Distribution Ratchet
Percentage with respect to each such Series Z Incentive Unit, calculated on a
unit-by-unit basis, and (z) the total number of outstanding Series Z-1 Incentive
Units multiplied by the Series Z-1 Distribution Ratchet Percentage with respect
to each such Series Z-1 Incentive Unit, calculated on a unit-by-unit basis.
With respect to any holder of Series Z Incentive Units, such Partner's
Percentage Interest shall be equal to such Partner's Series Z Percentage
Interest.  With respect to any holder of Series Z-1 Incentive Units, such
Partner's Percentage Interest shall be equal to such Partner's Series Z-1
Percentage Interest.  If any Partner holds a combination of Common Units, Series
Z Incentive Units and/or Series Z-1 Incentive Units, then such Partner's
Percentage Interest shall be equal to the sum of (x) the Percentage
Interest as calculated pursuant to the first sentence of this definition
(assuming for purposes of such calculation that such Partner holds only Common
Units, if any), (y) the Series Z Percentage Interest (assuming for purposes
of such calculation that such Partner holds only Series Z Incentive Units, if
any) and (z) the Series Z-1 Percentage Interest (assuming for purposes of
such calculation that such Partner holds only Series Z-1 Incentive Units, if
any).


	Section 1.1 of the Partnership Agreement is hereby amended to delete
the definition of "Common Equivalent Shares" in its entirety
and to substitute the following definition of "Common Equivalent
Shares," in its place:

"Common Equivalent Shares" shall mean the total
number of shares of Common Stock outstanding on a fully diluted basis,
calculated in a manner consistent with the manner used by the General Partner
for reporting diluted earnings or loss per share under generally accepted
accounting principles, it being understood that, to the extent that the General
Partner discloses diluted earnings or loss per share in any of its periodic
reports publicly filed with the Securities and Exchange Commission, Common
Equivalent Shares for such period for the purposes of this Amendment shall be
calculated in a manner consistent with such public disclosure.




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	Section 1.1 of the Partnership Agreement is hereby amended to delete
the definition of "Common Unit" in its entirety and to
substitute the following definition of "Common Unit," in its
place:

"Common Unit" shall mean a Partnership Unit
representing an interest in the Partnership, other than a Series A Preferred
Interest, Series B Preferred Unit, Series B Preferred Interest, Series C
Preferred Unit, Series C Preferred Interest, Series D Preferred Unit, Series D
Preferred Interest, Series E Preferred Unit, Series E Preferred Interest, Series
Z Incentive Unit, Series Z-1 Incentive Unit or any other Preferred Interest or
Preferred Partnership Units.


	Section 1.1 of the Partnership Agreement is hereby amended to delete
the definition of "Compensation Committee" in its entirety and
to substitute the following definition of "Compensation
Committee," in its place:

"Compensation Committee" shall mean the Compensation
Committee of the Board of Directors of the General Partner or, if no such
committee exists, the full Board of Directors of the General Partner.


	Section 1.1 of the Partnership Agreement is hereby amended to delete
the definitions of "Net Operating Income," "Net
Operating Loss," "Net Property Gain," "Net
Property Loss," "Actual FFO," and "Actual FFO
Per Share," in their entirety and to substitute the following
definitions in their place:

"Net Operating Income" shall mean, for any fiscal
year or portion thereof, the excess of the items of income and gain over the
items of deduction and loss, excluding, in each case, items of gain or loss
realized in connection with the sale or disposition of real property and other
capital assets.


"Net Operating Loss" shall mean, for any fiscal year
or portion thereof, the excess of the items of deduction and loss over the items
of income and gain, excluding, in each case, items of gain or loss realized in
connection with the sale or disposition of real property and other capital
assets.


"Net Property Gain" shall mean, for any fiscal year
or portion thereof, the excess of gains realized from the sale or disposition of
real property and other capital assets over the losses realized in connection
with the sale or disposition of real property and other capital assets.


"Net Property Loss" shall mean, for any fiscal year
or portion thereof, the excess of losses realized from the sale or disposition
of real property and other capital assets over the gains realized in connection
with the sale or disposition of real property and other capital assets.




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"Actual FFO" shall mean with respect to any fiscal
period "funds from operations" of the General Partner as determined
with respect to such fiscal period by the Board of Directors of the General
Partner using a consistently applied methodology that conforms with the
standards for computation of "funds from operations" established by
the National Association of Real Estate Investment Trusts, Inc. (or successor
organizations) from time to time; it being understood that, to the extent that
the General Partner discloses "funds from operations" for any fiscal
period in any of its periodic reports publicly fled with the Securities and
Exchange Commission, Actual FFO for such fiscal period for the purposes of this
Agreement will conform to such publicly disclosed "funds from
operations."


"Actual FFO Per Share" shall mean with respect to any
fiscal period the Actual FFO for such period divided by the number of Common
Equivalent Shares.


	Definitions.  Section 1.1 of the Partnership Agreement is
hereby amended to include the following definitions, to be inserted in
alphabetical order in such Section 1.1:

"Series Z Percentage Interest" shall mean, with
respect to any holder of Series Z Incentive Units, the undivided percentage
ownership interest of such Partner in the Partnership as determined by

dividing (A) the product resulting from multiplying the total number of
outstanding Series Z Incentive Units owned by such Partner by the Series Z
Distribution Ratchet Percentage attributed to such holder's Series Z Incentive
Units, by (B) the sum of (x) the total number of Partnership Units then
outstanding (excluding the Series A Preferred Interest, the Series B Preferred
Interest, the Series B Partnership Units, the Series C Preferred Interest, the
Series C Partnership Units, the Series D Preferred Interest, the Series D
Preferred Units, the Series E Preferred Interest, the Series E Partnership
Units, the Series Z Incentive Units and the Series Z-1 Incentive Units), (y) the
total number of outstanding Series Z Incentive Units multiplied by the
Distribution Ratchet Percentage with respect to each Series Z Incentive Unit,
calculated on a unit-by-unit basis, and (z) the total number of outstanding
Series Z-1 Incentive Units multiplied by the Series Z-1 Distribution Ratchet
Percentage with respect to each such Series Z-1 Incentive Unit, calculated on a
unit-by-unit basis.


"Series Z-1 Change in Control" shall mean the
earliest to occur of any of the following:


(i)any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than any trustee, fiduciary or other person or entity
holding securities under any employee benefit plan or trust of any of the
General Partner or any of its subsidiaries or affiliates), together with all
"affiliates" and "associates" (as such terms are defined in
Rule 12b-2 under the Exchange Act) of such person, shall become the
"beneficial owner" (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the General Partner
representing thirty percent (30%) or more of the combined voting power of the
General Partner's then outstanding securities having the right to vote in an
election of the General Partner's Board of Directors ("Voting
Securities") (other than as a result of an acquisition of securities
directly from the General Partner).  Notwithstanding the foregoing, a
"Series Z-1 Change in Control" shall not be deemed to have occurred
for purposes of this clause (i) solely as the result of an acquisition of
securities by the General Partner which, by reducing the number of shares of
Voting Securities outstanding, increases the proportionate number of shares of
Voting Securities beneficially owned by any person (as defined in the foregoing
clause) to thirty percent (30%) or more of the combined voting power of all then
outstanding Voting Securities; provided, however, that if such
person shall thereafter become the beneficial owner of any additional shares of
Voting Securities (other than pursuant to a stock split, stock dividend, or
similar transaction or as a result of an acquisition of securities directly from
the General Partner) and immediately thereafter beneficially owns thirty percent
(30%) or more of the combined voting power of all then outstanding Voting
Securities, then a "Series Z-1 Change in Control" shall be deemed to
have occurred for purposes of this clause (i).




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(ii)the moment immediately prior to the consummation of a merger,
reorganization or consolidation of the General Partner or the occurrence of any
other event (including without limitation a tender or exchange offer), the
result of which is that the "beneficial owners" (as such term is
defined in Rule 13d-3 of the Exchange Act) of the Voting Securities of the
General Partner before the merger, reorganization, consolidation or other
transaction are not the "beneficial owners", directly or indirectly,
of a majority of the voting power of the surviving or resulting entity upon
completion of such merger, reorganization, consolidation or other
transaction;


(iii)the moment immediately prior to the consummation of a merger,
reorganization or consolidation of the Partnership, unless the General Partner
immediately prior to such merger, reorganization or consolidation remains the
sole general partner of the Partnership after such merger;


(iv)the moment immediately prior to the consummation of a change (whether
by removal, withdrawal, transfer or otherwise) in the General Partner of the
Partnership;


(v)persons who, as of the date of issuance of the first Series Z-1
Incentive Unit, constitute the General Partner's Board of Directors (the
"Incumbent Directors") cease for any reason, including, without
limitation, as a result of a tender or exchange offer, proxy contest, merger or
similar transaction, to constitute at least a majority of the Board of Directors
of the General Partner (rounded up to the next whole number), provided
that any person becoming a director of the General Partner subsequent to such
date shall be considered an Incumbent Director if such person's election was
approved by, or such person was nominated for election by, a vote of a majority
of the Incumbent Directors; provided, however, that any person
whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of members of the Board of Directors
or other actual or threatened solicitation of proxies or consents by, or on
behalf of, a "person" other than the Board of Directors, including by
reason of agreement intended to avoid or settle any such actual or threatened
contest or solicitation, shall not be considered an Incumbent Director; or




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(vi)the moment immediately prior to the consummation of a sale of all or
substantially all of the assets of the General Partner and/or the
Partnership.


"Series Z-1 Clawback Amount" shall mean, at any time
with respect to each Series Z-1 Incentive Unit, an amount equal to the positive
difference, if any, between (i) the then unpaid Capital Commitment with respect
to such Series Z-1 Incentive Unit, and (ii) the sum of any distributions deemed
to offset the Series Z-1 Clawback Amount in accordance with Section 6
below.  The unpaid Capital Commitment of a Series Z-1 Partner with respect to a
Series Z-1 Incentive Unit shall never be greater than the Series Z-1 Clawback
Amount with respect to such Series Z-1 Incentive Unit, as adjusted from time to
time.


"Series Z-1 Conversion Ratchet Percentage" with
respect to any Series Z-1 Incentive Unit (i) shall equal 0% on the date of
issuance of such Series Z-1 Incentive Unit, (ii) shall increase by twenty (20)
percentage points on January 1 of the first calendar year after the date of
issuance of such Series Z-1 Incentive Unit, on which (x) the holder of such
Series Z-1 Incentive Unit is an employee of the General Partner and/or the
Partnership and/or any subsidiary or affiliate thereof as of such
January 1, (y) the Actual FFO Per Share of the General Partner for the
calendar year preceding such January 1 is greater than or equal to the Series Z-
1 Target FFO for such year, and (z) the Series Z-1 Conversion Ratchet Percentage
prior to such increase is less than 100%, and (iii) shall increase ten (10)
percentage points on January 1 of every calendar year thereafter on which the
conditions in clauses (x), (y) and (z) of the immediately preceding clause (ii)
are met; provided, however, that if the Compensation Committee
determines that Actual FFO Per Share is no longer an appropriate corporate
performance parameter for establishing management objectives or that the
applicable target levels are no longer feasible in light of factors or
circumstances outside of the Partnership's or the General Partner's control
(such as general economic conditions, legal/regulatory changes, war or similar
events), it may, in its reasonable good faith discretion without any consent or
other action on the part of the Series Z-1 Partners or any other Partners of the
Partnership, revise and amend the requirement in (y) above (and any definitions
involved therein) to reflect one or more different or additional parameters,
objectives or performance measures, so long as the Compensation Committee, in
its reasonable good faith discretion, determines that the revised or amended
clause (y) is, considered as a whole, comparable or more effective as a means
for analyzing the performance of the Partnership and incentivizing the Series Z-
1 Partners (it being understood that such amended or restated clause (y) shall
not be more difficult to achieve than the present requirements of clause
(y)).




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"Series Z-1 Distribution Ratchet Percentage" with
respect to any Series Z-1 Incentive Unit (i) shall equal 10% on the date of
issuance of such Series Z-1 Incentive Unit, (ii) shall increase, on January 1 of
the first calendar year after the date of issuance of such Series Z-1 Incentive
Unit, to (a) twenty-five percent (25%) if the Series Z-1 Conversion Ratchet
Percentage with respect to such Series Z-1 Incentive Units also increases to 20%
percent, or (b) fifteen percent (15%) if the Series Z-1 Conversion Ratchet
Percentage with respect to such Series Z-1 Incentive Units remains at 0%, (iii)
shall increase, to the extent it has not already done so, to twenty-five percent
(25%) at such time as such Series Z-1 Conversion Ratchet Percentage is equal to
20%, and (iv) after such time as the Conversion Ratchet Percentage with respect
to such Series Z-1 Incentive Units is equal to or greater than 30%, the Series
Z-1 Distribution Ratchet Percentage shall be equal to the Series Z-1 Conversion
Ratchet Percentage with respect to such Series Z-1 Incentive Units.


"Series Z-1 Forfeited Capital Account" shall mean
that portion of the Capital Account attributable to a Series Z-1 Incentive Unit
equal to the product of (a) the excess of (i) the Adjusted Capital Account
Balance (as defined in Section 10.10(a)) allocable to such Series Z-1
Incentive Unit over (ii) the sum of (A) the capital contribution made with
respect to such Series Z-1 Incentive Unit and (B) the excess of the sum of the
net allocations of operating income made with respect to such Series Z-1
Incentive Unit for all fiscal years (taking into account allocations of Net
Operating Loss made with respect to such Series Z-1 Incentive Unit for all
fiscal years) over the distributions of operating cash flow made to such Series
Z-1 Incentive Unit (except to the extent such allocations have reduced the
Series Z-1 Clawback Amount) multiplied by (b) 100% minus the Series Z-1
Conversion Ratchet Percentage applicable to such Series Z-1 Incentive Unit.


"Series Z-1 Incentive Unit" shall mean a Series Z-1
Incentive Unit of limited partnership interest in the Partnership with the
rights set forth in this Amendment.


"Series Z-1 Percentage Interest" shall mean, with
respect to any holder of Series Z-1 Incentive Units, the undivided percentage
ownership interest of such Partner in the Partnership as determined by
dividing (A) the product resulting from multiplying the total number of
outstanding Series Z-1 Incentive Units owned by such Partner by the Series Z-1
Distribution Ratchet Percentage attributed to such holder's Series Z-1 Incentive
Units, by (B) the sum of (x) the total number of Partnership Units then
outstanding (excluding the Series A Preferred Interest, the Series B Preferred
Interest, the Series B Partnership Units, the Series C Preferred Interest, the
Series C Partnership Units, the Series D Preferred Interest, the Series D
Preferred Units, the Series E Preferred Interest, the Series E Partnership
Units, the Series Z Incentive Units and the Series Z-1 Incentive Units), (y) the
total number of outstanding Series Z Incentive Units multiplied by the
Distribution Ratchet Percentage with respect to each Series Z Incentive Unit,
calculated on a unit-by-unit basis, and (z) the total number of outstanding
Series Z-1 Incentive Units multiplied by the Series Z-1 Distribution Ratchet
Percentage with respect to each such Series Z-1 Incentive Unit, calculated on a
unit-by-unit basis.




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"Series Z-1 Trigger Event" shall mean the earliest to
occur of any of the following events:


(i)such time as a plan of dissolution or liquidation (but not including a
deemed liquidation for tax purposes in connection with one or more transfers of
interest in the Partnership) of the General Partner and/or the Partnership is
duly adopted by appropriate corporate or partnership action;


(ii)the date on which the Series Z-1 Conversion Ratchet Percentage
applicable to all Series Z-1 Incentive Units held by then current employees of
the General Partner and/or the Partnership (i.e., other than holders of
Series Z-1 Incentive Units whose employment with the General Partner and/or the
Partnership has terminated) reaches 100%;


(iii)the earliest date on which the employment of all holders of Series
Z-1 Incentive Units has been terminated; and


(iv)fifteen (15) years after the date of issuance of the first Series Z-1
Incentive Unit.


"Series Z-1 Target FFO" shall be determined by the
Compensation Committee at the time each Series Z-1 Incentive Unit is issued; the
Compensation Committee shall set forth in Exhibit S hereto the Series Z-1
Target FFO amount for the fiscal year in which such Series Z-1 Incentive Unit is
issued and also the amounts of the Series Z-1 Target FFO or a formula for such
amounts for each fiscal year thereafter through the term of such Series Z-1
Incentive Unit; provided, however, that if the Compensation
Committee determines that the Series Z-1 Target FFO amounts and/or formulae set
forth in Exhibit S are no longer an appropriate corporate performance
parameter for establishing management objectives or that the applicable target
levels are no longer feasible in light of factors or circumstances outside of
the Partnership's or the General Partner's control (such as general economic
conditions, legal/regulatory changes, war or similar events), it may, in its
reasonable good faith discretion without any consent or other action on the part
of the Series Z-1 Partners or any other Partners of the Partnership, revise and
amend the Series Z-1 Target FFO amounts and/or formulae set forth in Exhibit
S (and any definitions involved therein) to reflect one or more different or
additional parameters, objectives or performance measures, so long as the
Compensation Committee, in its reasonable good faith discretion, determines that
the revised or amended definition is, considered as a whole, comparable as a
means for analyzing the performance of the Partnership and incentivizing the
Series Z-1 Partners (it being understood that such amended or restated
definition shall not be more difficult to achieve than the present requirements
of this definition).




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"Weighted Number of Series Z-1 Incentive Units" as
determined from time to time shall mean the total number of outstanding Series
Z-1 Incentive Units, multiplied by the Series Z-1 Conversion Ratchet Percentage
with respect to each such Series Z-1 Incentive Unit, calculated on a unit-by-
unit basis.


	Restatement of Exhibit E. Exhibit E to the Partnership
Agreement is amended and restated by replacing such Exhibit E with

Exhibit E attached to this Amendment.  From time to time, when a
Series Z-1 Partner is admitted to the Partnership in accordance with this
Amendment and the Partnership Agreement, Exhibit A (Partnership Units)
and Exhibit M (Addresses of Partners) shall be amended by the General
Partner as necessary, as determined by the General Partner in its sole
discretion.

	Admission of Series Z-1 Partners.  Effective immediately prior to the
effectiveness of the next succeeding sentence, the capital accounts of the
Partnership shall be adjusted to reflect each Partner's share of the net fair
market value of the Partnership's assets (a "book-up") by adjusting
the Gross Asset Values of all Partnership assets to their respective gross fair
market values and allocating the amount of such adjustment as Net Property Gain
or Net Property Loss pursuant to Section 2(b) or 2(c) of
Exhibit E hereof.  Each person who is issued a Series Z-1 Incentive Unit
shall (a) make a Capital Commitment to the Partnership in the amount of $1.00
per Unit and (b) be admitted as an Additional Limited Partner in accordance with
Sections 4.3 and 4.6 of the Partnership Agreement, holding that number of
Series Z-1 Incentive Units as is set forth next to his or her name on
Exhibit R.  It is the intention of the Partnership that only
directors, officers or other employees of the General Partner shall be issued
Series Z-1 Incentive Units and only such persons may become Series Z-1 Partners.
At the Partnership's election, taking into account the provisions of Section 402
of the Sarbanes-Oxley Act of 2002, the Partnership may allow a Series Z-1
Partner to have a positive Series Z-1 Clawback Amount.  If the Partnership does
not elect to allow a Series Z-1 Partner to have such a positive Series Z-1
Clawback Amount, then upon the issuance of any Series Z-1 Incentive Units to
such Series Z-1 Partner, the Capital Commitment calculated on a unit-by-unit
basis for such Series Z Incentive Units shall be immediately due and payable to
the Partnership.  Each person who is issued a Series Z-1 Incentive Unit shall
become a party to the Partnership Agreement as a Limited Partner and shall be
bound by all the terms, conditions and other provisions of the Partnership
Agreement, as amended by this Amendment.  Pursuant to Section 4.6(b) of
the Partnership Agreement, the General Partner hereby consents to the admission
of each Person who is issued a Series Z-1 Incentive Unit as an Additional
Limited Partner of the Partnership.  The admission of a Series Z-1 Partner shall
become effective as of the date such Series Z-1 Partner executes a counterpart
signature page to this Amendment (and such other written agreements as the
General Partner may require), which shall also be the date on which the name of
a Series Z-1 Partner is recorded on the books and records of the Partnership.
The admission of a Series Z-1 Partner shall not require the consent or approval
of any other Limited Partner.

	Distributions to Series Z-1 Partners.  The Partnership Agreement is
hereby amended by adding the following language after Section 6.2(d)
thereof.



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"(e)Notwithstanding the foregoing, at any time that the Series Z-1
Clawback Amount with respect to a Series Z-1 Incentive Unit is greater than
zero, then, to the extent of such Series Z-1 Clawback Amount, the distributions
otherwise provided for by this Section with respect to such Series Z-1 Incentive
Unit shall not be paid in cash and shall instead be deemed to offset the
applicable Series Z-1 Partners' unpaid Capital Commitment and thereby reduce the
then existing Series Z-1 Clawback Amount with respect to such Series Z-1
Incentive Unit in an amount equal to the distributions that would have otherwise
been paid with respect to such Series Z-1 Incentive Unit."


	Transfer Restrictions.  Section 9.2(a) of the Partnership
Agreement shall be amended by inserting the following as the last sentence
thereof:

"In addition, the Partners hereby acknowledge and agree that the Series
Z-1 Incentive Units shall not be Transferred, other than (a) by operation of law
to the estate of a Series Z-1 Partner or (b) to the Partnership or the General
Partner."

	Conversion Rights of Series Z-1 Partners.


	Section 10.8 of the Partnership Agreement is hereby amended by
deleting the first sentence thereof and replacing it with the following:

"So long as Code Section 1014 or a successor provision remains in effect
and provides for the "step-up" in basis of an asset upon death, as
determined by the Partnership's counsel, upon the death of a Limited Partner,
all of such Limited Partner's Partnership Units shall, without the taking of any
action by the General Partner or any heir, representative, administrator or
executor of or for such Limited Partner, automatically convert as of the date of
such death into shares of Common Stock in the amount of the Common Stock Amount;
provided that the General Partner, in its sole and absolute discretion,
shall have the option, instead of issuing the Common Stock Amount to the estate
of the decedent Limited Partner, of paying to such estate the Cash Amount or any
combination of cash and Common Stock equal to the Cash Amount; provided,
however, that, notwithstanding the foregoing, the provisions of this
Section shall not apply to any Series Z Incentive Units or Series Z-1 Incentive
Units held by such Limited Partner."


	The Partnership Agreement is hereby amended by adding the following language
after Section 10.9 thereof:

"10.10Conversion and Redemption of Series Z-1 Incentive
Units.


(a)Upon the occurrence of any Series Z-1 Trigger Event with respect to
the Series Z-1 Incentive Units, the Series Z-1 Forfeited Capital Account with
respect to such Series Z-1 Incentive Units shall be forfeited and each such
Series Z-1 Incentive Unit shall, without the taking of any action by the General
Partner or any Series Z-1 Partners, automatically convert into that number of
Common Units calculated by dividing (i) the remainder resulting from (x) the
portion of the adjusted Capital Account balance properly allocable to each such
Series Z-1 Incentive Unit at the time of conversion, as determined by the
General Partner, taking into account all allocations made pursuant to
Exhibit E hereof (including Section 2(e) thereof) through and
including the date of the conversion (as so adjusted, the "Adjusted
Capital Account Balance"), minus (y) the Series Z-1 Forfeited Capital
Account as of the time of conversion minus (z) the Series Z-1 Clawback Amount,
if any, with respect to such Series Z-1 Incentive Unit, by (ii) the
adjusted Capital Account balance properly allocable to one Common Unit
determined immediately prior to such conversion, after taking into account any
adjustments made pursuant to Exhibit E hereof (including Section
2(e) thereof) through and including the date of conversion.




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(b)In the event of a Series Z-1 Change in Control, (1) the Partnership
shall give each Series Z-1 Partner notice as required by Section 10.10(d)
and otherwise comply with the procedures set forth in such Section and (2) upon
or at any time (except as expressly provided in clause (ii) below) following the
occurrence of such Series Z-1 Change in Control, each Series Z-1 Partner shall
have the right to elect, in accordance with the procedures set forth in
Section 10.10(d), to forfeit the Series Z-1 Forfeited Capital Account
with respect to all of the Series Z-1 Incentive Units held by such Series Z-1
Partner and convert each such Series Z-1 Incentive Unit into either:


(i)that number of Common Units calculated by dividing (I) the
remainder resulting from (x) the Adjusted Capital Account balance properly
allocable to each such Series Z-1 Incentive Unit at the time of an election
pursuant to this Section 10.10(b), as determined by the General Partner
after taking into account all allocations required to be made pursuant to
Exhibit E hereof, including Section 2(e) thereof) minus (y)
the Series Z-1 Forfeited Capital Account as of the time of conversion, minus (z)
the Series Z-1 Clawback Amount, if any, with respect to such Series Z-1
Incentive Unit, by (II) the adjusted Capital Account balance properly allocable
to one Common Unit determined immediately prior to such conversion, after taking
into account any adjustments made pursuant to Exhibit E hereof
(including Section 2(e) thereof) through and including the date of
conversion; provided, however, that, if applicable, references to
"Common Units" in this clause shall be deemed to refer to the class or
series of equity interests in the Substitute Umbrella Partnership (as defined in
Section 10.10(c)) most comparable to the Common Units, after taking into
account all relevant rights, benefits, terms and conditions and economic factors
and all references to capital account balances and numbers of Common Units shall
be equitably adjusted, as nearly as may be practicable, to give effect to the
rights and obligations of the Series Z-1 Incentive Units or, if applicable, the
Substitute Incentive Units; or


(ii)that amount and type of cash, securities or other property as
such holder would have received in connection with such Series Z-1 Change in
Control if he, she or it had elected to convert such Series Z-1 Incentive Units
into Common Units in accordance with the immediately preceding clause (i) prior
to the consummation of the Series Z-1 Change in Control and received (or had the
right to elect to receive) such consideration in connection with the Series Z-1
Change in Control as the Holder of the number of Common Units into which such
Series Z-1 Incentive Units would have converted as of the date of occurrence of
such Change of Control without any increase in the Series Z-1 Conversion Ratchet
Percentage that may have occurred after such date; provided,
however, that any election pursuant to this clause (ii) must be made
within the twelve (12) month period immediately following the occurrence of such
Series Z-1 Change in Control.  For the avoidance of doubt, it is the intent of
the parties hereto that a holder's right to make the election provided in this
clause (ii) shall continue notwithstanding that, within such twelve (12) month
period, another Series Z-1 Change in Control occurs, such holder's employment is
terminated as referred to in clause (e) below, or such holder dies as referred
to in clause (f) below; provided, further, that if a Series Z-1
Trigger Event occurs, such holder's right to make the election provided in this
clause (ii) shall continue only until the moment immediately prior to the
occurrence of such Series Z-1 Trigger Event.




11










For the avoidance of doubt, the Series Z-1 Incentive Units of any Series Z-1
Partner who has not made the election contemplated by this Section
10.10(b) shall remain outstanding until such election is made or another
clause of this Section 10.10 becomes applicable, and thereafter
shall continue to be entitled to all the rights and benefits of the Series Z-1
Incentive Units, including without limitation the right to make an election
pursuant to this Section 10.10(b) with respect to any subsequent Series
Z-1 Change in Control and the potential for continued increase in the Series Z-1
Conversion Ratchet Percentage.


(c)Notwithstanding anything in this Agreement to the contrary, in
connection with any Series Z-1 Change in Control following which the Partnership
will not continue to exist as a separate legal entity or following which the
Partnership, despite continuing in legal existence, will no longer conduct its
business in a fashion substantially similar to the fashion in which it conducted
its business immediately prior to such Series Z-1 Change of Control
(e.g., owning similar properties and operating in a comparable fashion),
the General Partner shall use commercially reasonable efforts (after taking into
account the fiduciary duties owed by the General Partner to the other Partners
in the Partnership in connection with negotiating the Series Z-1 Change in
Control transaction as a whole) to cause the resulting or surviving entity
and/or the entity primarily succeeding to the business of the Partnership, as
the case may be, to be a partnership, limited liability company or other pass-
through entity organized under the laws of any state of the United States or the
District of Columbia (a "Substitute Umbrella Partnership"),
and, in the event the Series Z-1 Change in Control does result in a Substitute
Umbrella Partnership, shall use commercially reasonable efforts to (1) cause the
Substitute Umbrella Partnership to issue in connection with such Series Z-1
Change in Control in substitution for any Series Z-1 Incentive Units remaining
outstanding as of the effective time thereof other interests in the Substitute
Umbrella Partnership having substantially the same terms and rights as the
Series Z-1 Incentive Units, including with respect to distributions,
conversions, ratcheting, voting rights and rights upon liquidation, dissolution
or winding-up (the "Substitute Z-1 Incentive Units"), (2) make
equitable and appropriate provisions for adjustments to the terms of the
Substitute Z-1 Incentive Units such that the rights and obligations of the
Series Z-1 Partners after such Series Z-1 Change in Control as holders of
Substitute Z-1 Incentive Units of the Substitute Umbrella Partnership shall be
equivalent, as nearly as may be practicable, to their rights and obligations as
holders of Series Z-1 Incentive Units of the Partnership, and (3) secure a
commitment of the general partner or other controlling person of the Substitute
Umbrella Partnership to undertake to perform the obligations and covenants of
the General Partner with respect to the Series Z-1 Partners.




12










(d)As promptly as possible prior to the consummation of a Series Z-1
Change of Control (but in any event not later than ten (10) days following
consummation of such Series Z-1 Change in Control), the Partnership shall
deliver a written notice of such Series Z-1 Change of Control to each Series Z-1
Partner at their addresses as shown on the records of the Partnership,
containing all instructions and materials necessary to enable such Series Z-1
Partners to make an election pursuant to Section 10.10(b) hereof and
describing the circumstances and relevant facts regarding such Series Z-1 Change
of Control, including, without limitation, the expected date of consummation.
Failure to give or receive such notice or any defect therein shall not affect
the legality or validity of any proceedings in connection with such Series Z-1
Change of Control or otherwise as contemplated by this Agreement.  Each
Series Z-1 Partner may exercise his or her right to convert in accordance
with Section 10.10(b) by delivering written notice of such intent (and
specifying whether he or she is electing to convert pursuant to Section
10.10(b)(i) or Section 10.10(b)(ii)) to the Partnership, Attn:
Chief Financial Officer, with a copy to Morrison & Foerster LLP, Attn:
Stephen J. Schrader, Esq. (such notice, an "Election Notice").
On or before the later of (i) the effective date of such Series Z-1 Change in
Control and (ii) the tenth (10th) business day following the date of such
Election Notice, the Partnership shall issue the consideration required by
Section 10.10(b) to the Series Z-1 Partner making the election in
exchange for his or her Series Z-1 Incentive Units (or, if applicable,
Substitute Z-1 Incentive Units).


(e)Effective as of such time as (other than by reason of death, as
provided in Section 10.10(f)) a holder of Series Z-1 Incentive Units is
no longer an employee of the Partnership, the General Partner or any of their
subsidiaries or affiliates, the Series Z-1 Forfeited Capital Account with
respect to such holder's Series Z-1 Incentive Units shall be forfeited and the
Partnership shall have the right, for 90 days following the date of termination
of such holder's employment, to redeem each Series Z-1 Incentive Unit held by
such holder in exchange for, at the Partnership's option, either (1) a
number of shares of Common Stock then owned by the Partnership calculated by
dividing (i) the remainder resulting from (x) the Adjusted Capital Account
Balance properly allocable to each such Series Z-1 Incentive Unit as determined
by the General Partner after taking into account all allocations required to be
made pursuant to Exhibit E hereto (including Section 2(e)
thereof) and, in the event the provisions of Section 2(g) thereof are
inapplicable, in a manner consistent with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(iv)(f) minus (y) the Series Z-1 Forfeited Capital Account
as of the time of redemption minus (z) the Series Z-1 Clawback Amount, if any,
with respect to such Series Z-1 Incentive Unit, by (ii) the Closing Price of
Common Stock determined as of such date; or (2) a number of Common Units
calculated by dividing (i) the remainder resulting from (x) the Adjusted Capital
Account Balance which would be allocable to each such Series Z-1 Incentive Unit
as determined by the General Partner after taking into account all allocations
required to be made pursuant to Exhibit E hereof (including
Section 2(e) thereof) and assuming that the Capital Accounts of the
Partners were adjusted at such time as provided in Section 2(g) of
Exhibit E hereto minus (y) the Series Z-1 Forfeited Capital Account
minus (z) the Series Z-1 Clawback Amount, if any, with respect to such Series Z-
1 Incentive Unit, by (ii) the adjusted Capital Account balance properly
allocable to one Common Unit determined immediately prior to such redemption,
after taking into account any adjustments made pursuant to Exhibit E
hereof (including Section 2(e) thereof) and assuming that the Capital
Accounts of the Partners were adjusted at such time as provided in Section
2(g) of Exhibit E hereto through and including the date of
redemption.  The Partnership may exercise its rights under this Section
10.10(e) by providing written notice to the terminated Series Z-1 Partner
within 90 days of such termination and consummating the redemption promptly
thereafter.




13










(f)Upon the death of a holder of Series Z-1 Incentive Units, the Series
Z-1 Forfeited Capital Account with respect to such Series Z-1 Incentive Units,
shall be forfeited and each such Series Z-1 Incentive Unit held by such holder
shall be redeemed by the Partnership for, at its option, either (1) a number of
shares of Common Stock then owned by the Partnership calculated by dividing (i)
the remainder resulting from (x) the Adjusted Capital Account Balance properly
allocable to each such Series Z-1 Incentive Unit as determined by the General
Partner after taking into account all allocations required to be made by
Exhibit E hereto (including Section 2(e) thereof) and in the
event that the provisions of Section 2(g) are inapplicable, in a manner
consistent with the provisions of Treasury Regulation Section 1.704-
1(b)(2)(iv)(f) minus (y) the Series Z-1 Forfeited Capital Account as of the time
of redemption minus (z) the Series Z-1 Clawback Amount, if any, with respect to
such Series Z-1 Incentive Unit, by (ii) the Closing Price of Common Stock
determined immediately prior to such redemption; or (2) a number of Common Units
calculated by dividing (i) the remainder resulting from (x) the Adjusted Capital
Account Balance which would be allocable to each such Series Z-1 Incentive
Unit as determined by the General Partner after taking into account all
allocations required to be made by Exhibit E hereto (including
Section 2(e) thereof) and in the event that the provisions of
Section 2(g) are inapplicable, in a manner consistent with the provisions
of Treasury Regulation Section 1.704-1(b)(2)(iv)(f) minus (y) the Series Z-1
Forfeited Capital Account as of the time of redemption minus (z) the Series Z-1
Clawback Amount, if any, with respect to such Series Z-1 Incentive Unit, by
(ii) the average adjusted Capital Account balance properly allocable to one
Common Unit determined immediately prior to such redemption, as determined by
the General Partner after taking into account all allocations required to be
made by Exhibit E hereto (including Section 2(e) thereof) and
in the event that the provisions of Section 2(g) are inapplicable in a
manner consistent with the provisions of Treasury Regulation Section 1.704-
1(b)(2)(iv)(f).  The Partnership shall effect the redemption required by this
Section 10.10(f) within 60 days follow its receipt of written
notification of the death of a Series Z-1 Partner.


(g)In lieu of delivering a fractional share of Common Stock pursuant to
this Section 10.10, the Partnership may deliver cash equal to the Closing
Price attributable to such fractional share.  In lieu of issuing a fractional
Common Unit pursuant to this Section 10.10, the Partnership may deliver
cash equal to the product of (i) the Closing Price multiplied by the Series Z-1
Conversion Ratchet Percentage, and (ii) such fractional Common Unit.  For the
avoidance of doubt, as to any fractional Common Unit or fraction of a share of
Common Stock which would otherwise be delivered, the Partnership shall pay a
cash adjustment in respect of such final fraction (which for each holder of
Series Z-1 Incentive Units shall be deemed to be a fraction of the last
fractional Common Unit or fraction of a share of Common Stock after taking into
account all Series Z-1 Incentive Units held by such holder, not on a unit-by-
unit basis) in the amount provided for in this clause (g).




14










(h)The holder of any Common Units received upon a conversion or
redemption of Series Z-1 Incentive Units pursuant to this Section 10.10
shall have an aggregate Capital Account balance with respect to such Common
Units equal to the remainder resulting from (x) the Adjusted Capital Account
Balance of such holder's Series Z-1 Incentive Units (determined pursuant to the
applicable sub-section of this Section 10.10) immediately prior to
conversion or redemption minus (y) the Series Z-1 Forfeited Capital Account
minus (z) the Series Z-1 Clawback Amount, if any, with respect to such Series Z-
1 Incentive Unit, and such holder of Common Units shall have all of the rights
of holders of Common Units as set forth in this Agreement.  Immediately upon
conversion or redemption of any Series Z-1 Incentive Units pursuant to this
Section 10.10, the aggregate Series Z-1 Forfeited Capital Accounts with
respect to all Series Z-1 Incentive Units being converted or redeemed shall be
reallocated among the Capital Accounts of the holders of Common Units
immediately subsequent to such conversion or redemption on a pro rata
basis, in proportion to the Capital Account balances of all such units
immediately subsequent to such conversion or redemption.  Any Common Units
received upon the conversion or redemption of Series Z-1 Incentive Units
pursuant to this Section 10.10 may thereafter be converted into Common
Stock pursuant to Section 10.8 and the holder of such Common Units shall
have the Rights provided in Article XI; provided, however, that,
notwithstanding anything to the contrary contained in Section 10.8,
Article XI or Exhibit I, (i) the General Partner may, in its sole
discretion, choose to assign its obligation pursuant to Section 10.8,
Article XI or Exhibit I, as the case may be, to the Partnership, in which
case the Partnership will deliver shares of Common Stock that it holds on such
date in exchange for the Common Units to be converted or redeemed, in lieu of
the General Partner issuing new shares of Common Stock to the holder of such
Common Units and (ii) neither the General Partner nor the Partnership shall pay
cash (in whole or in part) with respect to the conversion of Common Units
received upon conversion or redemption of Series Z-1 Incentive Units."


	Restatement of Exhibit E.  Exhibit E to the Partnership
Agreement is hereby amended and restated in its entirety by replacing such
Exhibit E with Exhibit E attached to this
Amendment.

	Voting Rights.

	Holders of the Series Z-1 Incentive Units will not have any voting rights or
rights to consent to any matters, except as set forth in Section 10(b)
below.
	So long as any Series Z-1 Incentive Unit remains outstanding, the
Partnership shall not, without the affirmative vote of the holders of at least
two-thirds (2/3) of the Weighted Number of Series Z-1 Incentive Units amend,
alter or repeal any provisions of the Partnership Agreement, including, without
limitation, as a result of, or in connection with, a merger, consolidation or
otherwise, in a manner that would materially and adversely affect the powers,
special rights, preferences, privileges or voting power of the Series Z-1
Incentive Units or the holders thereof; provided, however, that
the following shall be deemed not to materially and adversely affect such
powers, special rights, preferences, privileges or voting power of the Series Z-
1 Incentive Units: (a) any revision or amendment of the definition of
"Series Z-1 Conversion Ratchet Percentage" or "Series Z-1 Target
FFO" in accordance with the proviso contained in each such definition; (b)
any increase in the amount of Partnership Interests, or the creation or issuance
of any other class or series of Partnership Interests, or obligation or security
convertible into, or evidencing the right to purchase, any such Partnership
Interests, ranking senior to, junior to or on a parity with the Series Z-1
Incentive Units with respect to payment of distributions or the distribution of
assets upon liquidation, dissolution or winding up; or (c) any amendment,
alteration or repeal of any provision(s) of the Partnership Agreement that also
materially and adversely affects the Common Units or the holders thereof in a
comparable and proportionate fashion; provided, further, that with
respect to the occurrence of a merger, consolidation or comparable transaction,
so long as (1) the Partnership is the surviving entity and the Series Z-1
Incentive Units remain outstanding with the terms thereof unchanged, or (2) the
resulting, surviving or transferee entity is a partnership, limited liability
company or other pass-through entity organized under the laws of any state and
substitutes the Series Z-1 Incentive Units for other interests in such entity
having substantially the same terms and rights as the Series Z-1 Incentive
Units, including with respect to distributions, conversions, voting rights and
rights upon liquidation, dissolution or winding-up, then the occurrence of any
such event shall not be deemed to materially and adversely affect such rights,
privileges or voting powers of the holders of the Series Z-1 Incentive Units.
Notwithstanding anything in this Section 10 to the contrary, the holders
of Series Z-1 Incentive Units shall have no right to vote or consent with
respect to any transaction that constitutes a Series Z-1 Trigger Event or that
constitutes a Series Z-1 Change in Control so long as the provisions of
Section 10.10(b) of the Partnership Agreement remain in effect.





15










	Exhibit R.  The Partnership Agreement is hereby amended by
adding Exhibit R, a copy of which is attached hereto.
Exhibit R is hereby inserted into the Partnership Agreement
following Exhibit Q.

	Ranking.  The Series Z-1 Incentive Units shall rank (i) junior to any
and all presently outstanding or subsequently issued Preferred Interests and
preferred Partnership Units of the Partnership, unless the terms of such
Preferred Interests and/or preferred Partnership Units expressly provide that
they shall rank junior to or pari passu with the Series Z-1 Incentive Units or
Common Units, and (ii) pari passu with the Common Units, the Series Z Incentive
Units and with any other class or series of presently existing or subsequently
issued Partnership Units of the Partnership, the terms of which do not expressly
provide that such Partnership Units shall rank senior to the Series Z-1
Incentive Units or the Common Units with respect to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding up.

	Continuing Effect of Partnership Agreement.  Except as modified
herein, the Partnership Agreement is hereby ratified and confirmed in its
entirety and shall remain and continue in full force and effect,
provided, however, that to the extent there shall be a conflict
between the provisions of the Partnership Agreement and this Amendment, the
provisions in this Amendment will prevail.  All references in any document to
the Partnership Agreement shall mean the Partnership Agreement, as amended
hereby.

	Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same agreement.  Facsimile signatures shall be
deemed effective execution of this Agreement and may be relied upon as such by
the other party.  In the event facsimile signatures are delivered, originals of
such signatures shall be delivered to the other party within three business days
after execution.



16











IN WITNESS WHEREOF, the General Partner and the Series Z-1 Partners have
executed this Amendment as of the date indicated above.
GENERAL PARTNER


ESSEX PROPERTY TRUST, INC.,

a Maryland corporation as General Partner

of Essex Portfolio, L.P. and on behalf

of the existing Limited Partners



By:_______________

Keith R. Guericke

Chief Executive Officer & President



















S-1










        COUNTERPART LIMITED PARTNER SIGNATURE PAGE

                            ATTACHED TO AND MADE A PART OF THAT CERTAIN

                         SEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED

                      AGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P.



SERIES Z-1 PARTNER:


 

 



Name:____________________



















S-2











                     EXHIBIT A



[This is the current Exhibit A maintained by Essex,updated to refer

                to the new Series Z-1 Incentive Unit holders]






A-1










                     EXHIBIT E


                     ALLOCATIONS







	Allocation of Net Operating Income and Net Operating Loss.


	Net Operating Income.  Except as otherwise provided herein, Net
Operating Income for any fiscal year or other applicable period shall be
allocated in the following order and priority:

	First, to the Partners, until the cumulative Net Operating Income allocated
pursuant to this subparagraph 1(a)(1) for the current and all prior
periods equals the cumulative Net Operating Loss allocated pursuant to
subparagraph 1(b)(2) hereof for all prior periods, among the Partners in
the same ratio and reverse order that such Net Operating Loss was allocated to
the Partners pursuant to subparagraph 1(b)(2) hereof (and, in the event
of a shift of a Partner's interest in the Partnership, to the Partners in a
manner that most equitably reflects the successors in interest to the
Partners).
	Thereafter, the balance of the Net Operating Income, if any, shall be
allocated to the Partners in accordance with their respective Percentage
Interests.



	Net Operating Loss.  Except as otherwise provided herein, Net
Operating Loss of the Partnership for each fiscal year or other applicable
period shall be allocated as follows:

	To the Partners in accordance with their respective Percentage
Interests.
	Notwithstanding subparagraph 1(b)(1) hereof, to the extent any Net
Operating Loss allocated to a Partner under subparagraph 1(b)(1) hereof
or this subparagraph 1(b)(2) would cause such Partner (hereinafter, a
"Restricted Partner") to have an Adjusted Capital Account
Deficit as of the end of the fiscal year to which such Net Operating Loss
relates, such Net Operating Loss shall not be allocated to such Restricted
Partner and instead shall be allocated to the other Partner(s) (hereinafter, the
"Permitted Partners") pro rata in accordance with their
relative Percentage Interests.



	Notwithstanding Sections 1(a) and (b) above, on any date on
which any Series A Preferred Stock, any Series B Preferred Stock, any Series C
Preferred Stock, any Series D Preferred Stock, any Series E Preferred Stock, or
any Series B Preferred Unit, any Series C Preferred Unit, any Series D Preferred
Unit or any Series E Preferred Unit (or other Preferred Stock or other Preferred
Units) is outstanding, Net Operating Income and Net Operating Loss shall be
allocated as follows:

	Net Operating Income for any fiscal year or other applicable period shall be
allocated in the following order and priority:

	First, to the Partners, until the cumulative Net Operating Income allocated
pursuant to this subparagraph 1(c)(1)(i) for the current and all prior
periods equals the cumulative Net Operating Loss allocated pursuant to
subparagraphs 1(c)(2)(iii) and (iv) hereof for all prior periods,
among the Partners in the same ratio and reverse order that such Net Operating
Loss was allocated (and, in the event of a shift of a Partner's interest in the
Partnership, to the Partners in a manner that most equitably reflects the
successors-in-interest to such Partners).



E-1










	Second, to the General Partner, until the cumulative Net Operating Income
allocated pursuant to this subparagraph 1(c)(1)(ii) for the current and
all prior periods equals the cumulative Net Operating Loss allocated pursuant to
subparagraph 1(c)(2)(ii) hereof for all prior periods;
	Third, on a pari passu basis, to (A) the General Partner until the
cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of dividends paid on
the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock
(and other Preferred Stock) as of or prior to the date of such allocation plus
the total amount of accrued but unpaid dividends on the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock and the Series E Preferred Stock (and other Preferred Stock) as
of such date; (B) to the holders of Series B Preferred Units until the
cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of Priority Return paid
on the Series B Preferred Units as of or prior to the date of such allocation
plus the total amount of accrued but unpaid Priority Return on the Series B
Preferred Units; (C) to the holders of Series C Preferred Units until the
cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of Priority Return
paid on the Series C Preferred Units as of or prior to the date of such
allocation plus the total amount of accrued but unpaid Priority Return on the
Series C Preferred Units; (D) to the holders of Series D Preferred Units until
the cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of Priority Return
paid on the Series D Preferred Units as of or prior to the date of such
allocation plus the total amount of accrued but unpaid Priority Return on the
Series D Preferred Units; and (E) to the holders of Series E Preferred Units
until the cumulative amount of Net Operating Income allocated pursuant to this
subparagraph 1(c)(1)(iii) equals the total amount of Priority Return
paid on the Series E Preferred Units as of or prior to the date of such
allocation plus the total amount of accrued but unpaid Priority Return on the
Series E Preferred Units.
	Thereafter, the balance of the Net Operating Income, if any, shall be
allocated to the Partners in accordance with their respective Percentage
Interests.
	Net Operating Loss of the Partnership for each fiscal year or other
applicable period shall be allocated as follows:

	First, to the Partners in accordance with, their respective Percentage
Interests until the Capital Account balances of the Limited Partners (not
including the holders of the Series B Preferred Units, the Series C Preferred
Units, the Series D Preferred Units and the Series E Preferred Units) are
reduced to zero (for purposes of this calculation, each Partner's Capital
Account balance shall be credited with the amount such Partner is obligated to
restore pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the
Regulations, or is deemed to be obligated to restore with respect to any deficit
balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(i)(5) of the Regulations);



E-2










	Second, on a pari passu basis, to (A) the General Partner until its
Capital Account balance has been reduced to zero; (B) to the holders of Series B
Preferred Units until their Capital Account balances have been reduced to zero
(for purposes of this calculation, such Partners' share of Partnership Minimum
Gain shall be added back to their Capital Accounts); (C) to the holders of
Series C Preferred Units until their Capital Account balances have been reduced
to zero; (D) to the holders of Series D Preferred Units until their Capital
Account balances have been reduced to zero; and (E) to the holders of Series E
Preferred Units until their Capital Account balances have been reduced to zero
(for purposes of each such calculation, each Partner's Capital Account balance
shall be credited with the amount such Partner is obligated to restore pursuant
to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is
deemed to be obligated to restore with respect to any deficit balance pursuant
to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(1)(5) of the
Regulations);
	Thereafter, to the Partners in accordance with their then Percentage
Interests;
	Notwithstanding subparagraph 2(c)(2)(iii) hereof, to the extent any Net
Operating Loss allocated to a Partner under subparagraph 2(c)(2) would cause
such Partner (hereinafter, a "Restricted Partner") to have an
Adjusted Capital Account Deficit as of the end of the fiscal year to which such
Net Operating Loss relates, such Net Operating Loss shall not be allocated to
such Restricted Partner and instead shall be allocated to the other Partner(s)
(hereinafter, the "Permitted Partners") pro rata in
accordance with their relative Percentage Interests.

	Adjustment of Percentage Interests Upon Conversion of Convertible
Preferred Stock to Common Stock.  Upon the conversion of any Series A
Preferred Stock to Common Stock of the General Partner, the Percentage Interests
of the Partners shall be adjusted in accordance with the provisions of
Article IV of the Partnership Agreement as if, on the date of such
conversion, the General Partner had made an additional Capital Contribution to
the Partnership in an amount equal to the number of shares of Common Stock
issued as a result of such conversion multiplied by the fair market value of
such shares on the date of conversion, and provided that in calculating
such adjustments, the General Partner shall be deemed not to have incurred any
expenses in connection with raising the funds used to make such additional
Capital Contribution.

	Allocation of Net Property Gain and Net Property Loss.  

After the allocation of Net Operating Income or Net Operating Loss has been
made pursuant to Section 1 above, Net Property Gain and Net Property Loss
shall be allocated as follows:


	Net Property Gain.  Except as otherwise provided herein, Net Property
Gain for any fiscal year or other applicable period shall be allocated in the
following order and priority:




E-3










	First, to the Partners, until the cumulative Net Property Gain allocated
pursuant to this subparagraph 2(a)(1) for the current and all prior
periods equals the cumulative Net Property Loss allocated pursuant to
subparagraph 2(b)(2) hereof for all prior periods, among the Partners in
the same ratio and reverse order that such Net Property Loss was allocated to
the Partners pursuant to subparagraph 2(b)(2) hereof (and, in the event
of a shift of a Partner's interest in the Partnership, to the Partners in a
manner that most equitably reflects the successors in interest to the
Partners).
	Thereafter, the balance of the Net Property Gain, if any, shall be allocated
to the Partners in accordance with their respective Percentage
Interests.

	Net Property Loss.  Except as otherwise provided herein, Net Property
Loss of the Partnership for each fiscal year or other applicable period shall be
allocated as follows:

	To the Partners in accordance with their respective Percentage
Interests.
	Notwithstanding subparagraph 2(b)(1) hereof, to the extent any Net
Property Loss allocated to a Partner under subparagraph 2(b)(1) hereof or
this subparagraph 2(b)(2) would cause such Partner (hereinafter, a
"Restricted Partner") to have an Adjusted Capital Account
Deficit as of the end of the fiscal year to which such Net Property Loss
relates, such Net Property Loss shall not be allocated to such Restricted
Partner and instead shall be allocated to the other Partner(s) (hereinafter, the
"Permitted Partners") pro rata in accordance with their
relative Percentage Interests.



	Notwithstanding Sections 2(a) and (b) above, on any date on which any
Series A Preferred Stock, any Series B Preferred Stock, any Series C
Preferred Stock, any Series D Preferred Stock, any Series E Preferred Stock
or any Series B Preferred Unit, any Series C Preferred Unit, any Series D
Preferred Unit or any Series E Preferred Unit (or other Preferred Stock or other
Preferred Units) is outstanding, Net Property Gain and Net Property Loss shall
be allocated as follows:

	Net Property Gain for any fiscal year or other applicable period shall be
allocated in the following order and priority:

	First, to the Partners, until the cumulative Net Property Gain allocated
pursuant to this subparagraph 2(c)(1)(i) for the current and all prior
periods equals the cumulative Net Property Loss allocated pursuant to
subparagraphs 2(c)(2)(iii) and (iv) hereof for all prior periods, among
the Partners in the same ratio and reverse order that such Net Property Loss was
allocated (and, in the event of a shift of a Partner's interest in the
Partnership, to the Partners in a manner that most equitably reflects the
successors in interest to such Partners);
	Second, to the General Partner, until the cumulative Net Property Gain
allocated pursuant to this subparagraph 2(c)(1)(ii) for the current and
all prior periods equals the cumulative Net Property Loss allocated pursuant to
subparagraph 2(c)(2)(ii) hereof for all prior periods;



E-4










	Third, on a pari passu basis, to (A) the General Partner until the sum of
(x) the total cumulative amount of Net Operating Income allocated to the General
Partner under Section 1(c)(1)(iii) for the current and all prior periods
plus (y) the total cumulative amount of Net Property Gain allocated pursuant to
this subparagraph 2(c)(1)(iii) equals the total amount of dividends paid
on the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock
(and other Preferred Stock) as of or prior to the date of such allocation plus
the total amount of accrued but unpaid dividends on the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock and the Series E Preferred Stock (and other Preferred Stock) as
of such date; (B) to the holders of Series B Preferred Units until the sum of
(x) the total cumulative amount of Net Operating Income allocated to the holders
of the Series B Preferred Units under Section 1(c)(l)(iii) for the
current and all prior periods plus (y) the total cumulative amount of Net
Property Gain allocated pursuant to this subparagraph 2(c)(1)(iii) to the
holders of the Series B Preferred Units equal the total amount of Priority
Return paid on the Series B Preferred Units as of or prior to the date of such
allocation plus the total amount of accrued but unpaid Priority Return on the
Series B Preferred Units; (C) to the holders of Series C Preferred Units until
the sum of (x) the total cumulative amount of Net Operating Income allocated to
the holders of the Series C Preferred Units under
Section 1(c)(1)(iii) for the current and all prior periods plus (y)
the total cumulative amount of Net Property Gain allocated pursuant to this
subparagraph 2(c)(1)(iii) to the holders of the Series C Preferred Units
equals the total amount of Priority Return paid on the Series C Preferred Units
as of or prior to the date of such allocation plus the total amount of accrued
but unpaid Priority Return on the Series C Preferred Units; (D) to the holders
of Series D Preferred Units until the sum of (x) the total cumulative amount of
Net Operating Income allocated under Section 1(c)(1)(iii) for the current
and all prior periods plus (y) the cumulative amount of Net Property Gain
allocated pursuant to this subparagraph 2(c)(1)(iii) to the holders of
the Series D Preferred Units equals the total amount of Priority Return paid on
the Series D Preferred Units as of or prior to the date of such allocation plus
the total amount of accrued but unpaid Priority Return on the Series D Preferred
Units; (E) to the holders of Series E Preferred Units until the sum of (x) the
total cumulative amount of Net Operating Income allocated under
Section 1(c)(1)(iii) for the current and all prior periods plus (y)
the cumulative amount of Net Property Gain allocated pursuant to this
subparagraph 2(c)(1)(iii) to the holders of the Series E Preferred Units
equals the total amount of Priority Return paid on the Series E Preferred Units
as of or prior to the date of such allocation plus the total amount of accrued
but unpaid Priority Return on the Series E Preferred Units.
	Thereafter, the balance of the Net Property Gain, if any, shall be allocated
to the Partners in accordance with their respective Percentage
Interests.
	Net Property Loss of the Partnership for each fiscal year or other
applicable period shall be allocated as follows:

	First, to the Partners in accordance with their respective Percentage
Interests until the Capital Account balances of the Limited Partners (not
including the holders of the Series B Preferred Units, the Series C Preferred
Units, the Series D Preferred Units and the Series E Preferred Units) are
reduced to zero (for purposes of this calculation, such Partners' share of
Partnership Minimum Gain shall be added back to their Capital Accounts);



E-5










	Second, on a pari passu basis, to (A) the General Partner until its Capital
Account balance has been reduced to zero (for purposes of this calculation, such
Partner's share of Partnership Minimum Gain shall be added back to its Capital
Account); (B) to the holders of Series B Preferred Units until their Capital
Account balances have been reduced to zero (for purposes of this calculation,
such Partners' share of Partnership Minimum Gain shall be added back to their
Capital Accounts); (C) to the holders of Series C Preferred Units until their
Capital Account balances have been reduced to zero (for purposes of this
calculation, such Partners' share of Partnership Minimum Gain shall be added
back to their Capital Accounts); (D) to the holders of Series D Preferred Units
until their Capital Account balances have been reduced to zero (for purposes of
this calculation, such Partners' share of Partnership Minimum Gain shall be
added back to their Capital Accounts); and (E) to the holders of Series E
Preferred Units until their Capital Account balances have been reduced to zero
(for purposes of this calculation, such Partners' share of Partnership Minimum
Gain shall be added back to their Capital Accounts);
	Thereafter, to the Partners in accordance with their then Percentage
Interests;
	Notwithstanding subparagraph 2(c)(2)(iii) hereof, to the extent any Net
Property Loss allocated to a Partner under subparagraph 2(c)(2) would cause such
Partner (hereinafter, a "Restricted Partner") to have an
Adjusted Capital Account Deficit as of the end of the fiscal year to which such
Net Property Loss relates, such Net Property Loss shall not be allocated to such
Restricted Partner and instead shall be allocated to the other Partner(s)
(hereinafter, the "Permitted Partners") pro rata in accordance
with their relative Percentage .  Interests.

	Special Allocation to Holders of Series Z Incentive Units.

	Subject only to the provisions of [Section 2(c)(iii)] but
notwithstanding any other provision of this Section 2, in the year in
which the Partnership sells or otherwise disposes of all or substantially all of
its assets in a single transaction or a series of related transactions, Net
Property Gain shall first be allocated to the holders of the Series Z Incentive
Units pro rata in proportion to the number of such Series Z Incentive
Units outstanding, until the Capital Account balance attributable to each such
Series Z Incentive Unit is equal to (A) the aggregate Capital Account balance
attributable to the Common Units outstanding (including any other Partnership
Units convertible into Common Units) divided by (B) the number of such Common
Units outstanding.  If Net Property Gain is insufficient to make the full
allocation provided in the preceding sentence, then, in lieu of such special
allocation of Net Property Gain provided in the preceding sentence, items of
gross capital gain shall be allocated to the holders of Series Z Incentive
Units, and, if such gross items are insufficient to make the full required
allocation, items of gross capital loss shall be allocated pro rata with respect
to such Common Units.  The allocations pursuant to this paragraph (d) shall be
made after the allocation of Net Operating Income or Net Operating Loss for the
applicable period in which such sale or other disposition occurs.  For purposes
of this clause (1) of this Section 2(d) "all or substantially
all" means assets representing not less than 95% of the aggregate fair
market value of the Partnership's assets.



E-6










	Notwithstanding anything herein to the contrary, for the 12-month period
following the occurrence of a Change of Control (A) Net Operating Loss and Net
Property Loss, if any, shall be allocated pursuant to Section 1(b) or
1(c)(2), as applicable, or Section 2(b) or 2(c)(2), as
applicable, as if the Percentage Interest of each Series Z Partner were zero,
and (B) with respect to each Series Z Partner at the earlier of (x) the date
such Partner makes the election to convert his Series Z Incentive Units pursuant
to Section 10.9(b)(i) or (y) the expiration of a period of twelve (12)
months after such Change in Control, items of income, gain, deduction and loss
shall be allocated so as to cause the Capital Account balance of each such
Series Z Partner, and, as soon as possible after the end of such twelve month
period, the Capital Account balances of all Partners, to be in the same ratio
and amounts as if the allocations required by clause (A) of this Section
2(d)(2) had not been made.

	Special Allocation to Holders of Series Z-1 Incentive
Units.

	Subject only to the provisions of [Section 2(c)(iii)] but
notwithstanding any other provision of this Section 2, in the year in
which the Partnership sells or otherwise disposes of all or substantially all of
its assets in a single transaction or a series of related transactions, Net
Property Gain shall first be allocated to the holders of the Series Z-1
Incentive Units pro rata in proportion to the number of such Series Z-1
Incentive Units outstanding, until the Capital Account balance attributable to
each such Series Z-1 Incentive Unit is equal to (A) the aggregate Capital
Account balance attributable to the Common Units outstanding (including any
other Partnership Units convertible into Common Units) divided by (B) the number
of such Common Units outstanding.  If Net Property Gain is insufficient to make
the full allocation provided in the preceding sentence, then, in lieu of such
special allocation of Net Property Gain provided in the preceding sentence,
items of gross capital gain shall be allocated to the holders of Series Z-1
Incentive Units, and, if such gross items are insufficient to make the full
required allocation, items of gross capital loss shall be allocated pro rata
with respect to such Common Units.  The allocations pursuant to this paragraph
(d) shall be made after the allocation of Net Operating Income or Net Operating
Loss for the applicable period in which such sale or other disposition occurs.
For purposes of this clause (1) of this Section 2(e) "all or
substantially all" means assets representing not less than 95% of the
aggregate fair market value of the Partnership's assets.
	Notwithstanding anything herein to the contrary, for the 12-month period
following the occurrence of a Series Z-1 Change of Control (A) Net Operating
Loss and Net Property Loss, if any, shall be allocated pursuant to Section
1(b) or 1(c)(2), as applicable, or Section 2(b) or
2(c)(2), as applicable, as if the Percentage Interest of each Series Z-1
Partner were zero, and (B) with respect to each Series Z-1 Partner at the
earlier of (x) the date such Partner makes the election to convert his Series Z-
1 Incentive Units pursuant to Section 10.10(b)(i) or (y) the expiration
of a period of twelve (12) months after such Series Z-1 Change in Control, items
of income, gain, deduction and loss shall be allocated so as to cause the
Capital Account balance of each such Series Z-1 Partner, and, as soon as
possible after the end of such twelve month period, the Capital Account balances
of all Partners, to be in the same ratio and amounts as if the allocations
required by clause (A) of this Section 2(e)(2) had not been
made.





E-7










	Definition of Percentage Interest.  Solely for purposes of allocating
Net Property Gain and Net Property Loss under this Section 2, the
Percentage Interest of a Series Z Incentive Unit holder attributable to such
Units shall be deemed to be the undivided percentage ownership interest of such
holder in the Partnership as determined by dividing (A) the total number of
outstanding Series Z Incentive Units owned by such holder by (B) the total
number of Partnership Units then outstanding (excluding the Series A Preferred
Interest, the Series B Preferred Interest, the Series B Preferred Units, the
Series C Preferred Interest, the Series C Preferred Units, the Series D
Preferred Interest, the Series D Preferred Units, the Series E Preferred
Interest, and the Series E Preferred Units).  Solely for purposes of allocating
Net Property Gain and Net Property Loss under this Section 2, the
Percentage Interest of a Series Z-1 Incentive Unit holder attributable to such
Units shall be deemed to be the undivided percentage ownership interest of such
holder in the Partnership as determined by dividing (A) the total number of
outstanding Series Z-1 Incentive Units owned by such holder by (B) the total
number of Partnership Units then outstanding (excluding the Series A Preferred
Interest, the Series B Preferred Interest, the Series B Preferred Units, the
Series C Preferred Interest, the Series C Preferred Units, the Series D
Preferred Interest, the Series D Preferred Units, the Series E Preferred
Interest, and the Series E Preferred Units).

	Book-Up and Capital Account Adjustments.  On any day on which (i)
Series A Preferred Stock (or other Preferred Stock), any series of Preferred
Units or Incentive Units are redeemed or converted into Common Stock or Common
Units, (ii) Percentage Interests are adjusted in the manner required in
subparagraph 1(d), or (iii) in connection with the issuance of the Series Z
Incentive Units or the Series Z-1 Incentive Units, the Partnership shall adjust
the Gross Asset Values of all Partnership assets to equal their respective gross
fair market values and shall allocate the amount of such adjustment as Net
Property Gain or Net Property Loss pursuant to Section 2(c) hereof,
provided, however, that if no Series A Preferred Stock (or other
Preferred Stock) is outstanding after such redemption or conversion, such Net
Property Gain or Net Property Loss shall be allocated in such a manner that
after such allocation the Capital Accounts of the Partners are in proportion to
their Percentage Interests.  

	Special Allocations.

Notwithstanding any provision of Sections 1 and 2 of this Exhibit
E, the following special allocations shall be made in the following
order:


	Minimum Gain Chargeback (Nonrecourse Liabilities).  If there is a net
decrease in Partnership Minimum Gain for any Partnership fiscal year (except as
a result of conversion or refinancing of Partnership indebtedness, certain
capital contributions or revaluation of the Partnership property as further
outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner
shall be specially allocated items of Partnership income and gain for such year
(and, if necessary, subsequent years) in an amount equal to that Partner's share
of the net decrease in Partnership Minimum Gain.  The items to be so allocated
shall be determined in accordance with Regulation Section 1.704-2(f).  This
paragraph 3(a) is intended to comply with the minimum gain chargeback
requirement in said section of the Regulations and shall be interpreted
consistently therewith.  Allocations pursuant to this paragraph 3(a)
shall be made in proportion to the respective amounts required to be allocated
to each Partner pursuant hereto.



E-8










	Minimum Gain Attributable to Partner Nonrecourse Debt.  If there is a
net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any
fiscal year (other than due to the conversion, refinancing or other change in
the debt instrument causing it to become partially or wholly nonrecourse,
certain capital contributions, or certain revaluations of Partnership property
as further outlined in Regulations Sections 1.704-2(i)(4), each Partner shall be
specially allocated Partnership income and gain for such year (and, if
necessary, subsequent years) in an amount equal to that Partner's share of the
net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt.  The
items to be so allocated shall be determined in accordance with Regulation
Section 1.704-2(i)(4) and (j)(2).  This paragraph 3(b) is intended to
comply with the minimum gain chargeback requirement with respect to Partner
Nonrecourse Debt contained in said section of the Regulations and shall be
interpreted consistently therewith.  Allocations pursuant to this paragraph
3(b) shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant hereto.

	Qualified Income Offset.  In the event a Limited Partner unexpectedly
receives any adjustments, allocations or distributions described in Regulation
Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited Partner has
an Adjusted Capital Account Deficit, items of Partnership income and gain shall
be specially allocated to such Partner in an amount and manner sufficient to
eliminate the Adjusted Capital Account Deficit as quickly as possible.  This
paragraph 3(c) is intended to constitute a "qualified income
offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

	Nonrecourse Deductions.  Nonrecourse Deductions for any fiscal year
or other applicable period shall be allocated to the Partners in accordance with
their respective Percentage Interests.

	Partner Nonrecourse Deductions.  Partner Nonrecourse Deductions for
any fiscal year or other applicable period shall be specially allocated to the
Partner that bears the economic risk of loss for the debt (i.e., the Partner
Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are
attributable (as determined under Regulation Section 1.704-2(b)(4) and
(i)(1)).

	Curative Allocations.  The allocations set forth in paragraphs
(a)-(e) and Section 1(b)(2), Section 1(c)(2)(iv), Section
2(b)(2) and Section 2(c)(2)(iv), (the "Regulatory
Allocations") are intended to comply with the requirements of Treasury
Regulations Sections 1.704-1 (b) and 1.704-2.  Notwithstanding any other
provisions of Sections 1 and 2, the Regulatory Allocations shall be taken
into account in allocating other items of income, gain, deduction and loss among
the Partners so that, to the extent possible, the net amount of such allocations
of other items and the Regulatory Allocations to each Partner shall be equal to
the net amount that would have been allocated to each such Partner if the
Regulatory Allocations had not occurred.  This paragraph (f) shall be
interpreted and applied in such a manner and to such extent as is reasonably
necessary to eliminate, as quickly as possible, permanent economic distortions
that would otherwise occur as a consequence of the Regulatory Allocations in the
absence of this paragraph (f).

	Tax Allocations.




E-9










	Generally.  Subject to paragraphs 4(b) and (c) hereof, items
of income, gain, loss, deduction and credit to be allocated for income tax
purposes (collectively, "Tax Items") shall be allocated among
the Partners on the same basis as their respective book items.

	Sections 1245/1250 Recapture.  If any portion of gain form the sale
of property is treated as gain which is ordinary income by virtue of the
application of Code Section 1245 or 1250 ("Affected Gain"),
then (A) such Affected Gain shall be allocated among the Partners in the same
proportion that the depreciation and amortization deductions giving rise to the
Affected Gain were allocated and (B) other Tax Items of gain of the same
character that would have been recognized, but for the application of Code
Sections 1245 and/or 1250, shall be allocated away from those Partners who are
allocated Affected Gain pursuant to Clause (A) so that, to the extent possible,
the other Partners are allocated the same amount, and type, of capital gain that
would have been allocated to them had Code Sections 1245 and/or 1250 not
applied; provided, however, that the net amount of Tax Items
allocated to each Partner shall be the same as if this paragraph 4(b) did not
exist.  For purposes hereof, in order to determine the proportionate allocations
of depreciation and amortization deductions for each fiscal year or other
applicable period, such deductions shall be deemed allocated on the same basis
as Net Property Gain and Net Property Loss for such respective period.

	Allocations Respecting Section 704(c) and Revaluations.  If any
Partnership property is subject to Code Section 704(c) or is reflected in the
Capital Accounts of the Partners and on the books of the Partnership at a book
value that differs from the adjusted tax basis of such property, then the tax
items with respect to such property shall, in accordance with the requirements
of Regulations Section 1.704-1(b)(4)(i), be shared among the Partners in a
manner that takes account of the variation between the adjusted tax basis of the
applicable property and its book value in the same manner as variations between
the adjusted tax basis and fair market value of property contributed to the
Partnership are taken into account in determining the Partners' share of tax
items under Code Section 704(c).  The General Partner is authorized to choose
any reasonable method permitted by the Regulations pursuant to Code Section
704(c), including the "remedial allocation" method, the "curative
allocation" method and the traditional method; provided that the
General Partner agrees to use reasonable efforts to minimize the amount of
taxable income in excess of book income allocated to the holders of the Series B
Preferred Units, the Series C Preferred Units, the Series D Preferred Units and
the Series E Preferred Units.

	Code Section 752 Specification.  Pursuant to Regulations Section
1.752-3, the Partners' interest in Partnership profits for purposes of
determining the Partners' shares of excess nonrecourse liabilities shall be
their Percentage Interests.



E-10










                     EXHIBIT M



                    ADDRESSES OF PARTNERS - PARTNERSHIP UNIT HOLDERS



Partnership Unit Holders



[This is the current Exhibit M maintained by Essex, updated to refer

to the new Series Z-1 Incentive Unit holders]





M-1











              EXHIBIT R



[List of Series Z-1 Incentive Units holders maintained by Essex]





R-1











              EXHIBIT S

(Series Z-1 Target FFO amounts)




S-1