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                                                                   EXHIBIT 10.51

                               FIRST AMENDMENT TO
                         1999 BRE STOCK INCENTIVE PLAN

     This First Amendment to 1999 BRE Stock Incentive Plan is adopted as of June
29, 2000 by the Board of Directors of BRE Properties, Inc., a Delaware
corporation (the "Company").


     WHEREAS, the Company maintains the 1999 BRE Stock Incentive Plan, effective
as of January 25, 1999, (hereinafter the "Plan"); and

     WHEREAS, pursuant to Section 6.2 of the Plan, the Plan may be amended from
time to time by the Board of Directors of the Company;

     NOW THEREFORE, BE IT RESOLVED, that the Plan be amended as follows,
effective June 29, 2000:

     1.  Article II of the Plan is hereby amended by adding the following new
Sections 2.9 and 2.10:

         "2.9  Early Exercisability.  The Committee may provide that, with
respect to any Option, the Optionee may, at any time before a termination of the
Optionee's service with the Company, exercise the Option in whole or in part
prior to the full vesting of the Option; provided, however, that Shares acquired
upon exercise of an Option pursuant to this Section 2.9 shall be subject to such
terms and conditions as the Committee shall determine in its sole and absolute
discretion, including, without limitation, forfeiture restrictions, restrictions
on the transferability of Shares, the right of the Company to repurchase Shares,
a right of first refusal in favor of the Company with respect to permitted
transfers of Shares, and "bring-along" rights. Such terms and conditions may, in
the Committee's sole discretion, be contained in the applicable Option agreement
(or an amendment thereof) or exercise notice, restricted stock purchase
agreement, or such other agreement as the Committee shall determine, in each
case in a form determined by the Committee in its sole discretion. The issuance
of such Shares shall be conditioned on the Optionee's consent to such terms and
conditions or the Optionee's entering into such agreement or agreements.

         2.10  Extension of Exercisability.  The Committee may provide in an
Optionee's Option agreement that if the exercise of the Option following the
termination of the Optionee's service with the Company or the Optionee's tender
of already-owned Shares or the sale of Shares pursuant to a "cashless exercise"
in connection with such exercise would violate applicable federal or state
securities laws, then the Option shall not terminate until the earlier to occur
of (i) the expiration of the term of the Option or (ii) the expiration of a
period of three (3) months immediately following the first date on which the
exercise of the Option (or such tender of already-owned Shares or sale of Shares
pursuant to a "cashless exercise") would not be in violation of such securities
laws, as determined by the Committee."
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     2.  The Plan is hereby amended by adding the following new Article VII:

                                  "ARTICLE VII
                                  DISTRIBUTION

     7.  Provisions Regarding the Distribution.

     (a) For purposes of this Plan and the related Option agreements, the
following terms shall have the meanings stated below:

         (i)    "Common Stock" means the common stock of the Company, par value
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     $.01 per share.

         (ii)   "Distribution" means the distribution to the holders of the
                 ------------
     Common Stock of one share of VelocityHSI Common Stock for each five shares
     of Common Stock held by such stockholders, as more fully described in the
     Contribution and Distribution Agreement between the Company and
     VelocityHSI.

         (iii)  "VelocityHSI" means VelocityHSI, Inc., a Delaware corporation.
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         (iv)   "VelocityHSI Common Stock" means the common stock of
                 ------------------------
     VelocityHSI, par value $.01 per share.

     (b) Immediately prior to the Distribution, all outstanding options to
purchase Common Stock granted under this Plan (each, a "BRE Option") shall be
adjusted (the "Option Adjustment") such that (i) each holder of a BRE Option
shall also be issued an option to purchase one share of VelocityHSI Common Stock
for each five shares of Common Stock subject to the BRE Option (each adjusted
option to purchase VelocityHSI Common Stock, an "Adjusted VelocityHSI Option"),
and (ii) the exercise price of the BRE Option shall be reduced as more fully
described in the following sentence (each adjusted option to purchase Common
Stock, an "Adjusted BRE Option").  Pursuant to the Option Adjustment, the
intrinsic value of the BRE Options immediately prior to the Distribution shall
be preserved immediately after the Distribution, and the exercise price of the
BRE Options shall be allocated between the Adjusted BRE Options and the Adjusted
VelocityHSI Options based upon the relative values of the Common Stock and the
VelocityHSI Common Stock.

     (c) Following the date of the Option Adjustment, all Adjusted BRE Options
which are issued as a result of BRE Options granted under this Plan shall remain
subject to the terms of this Plan and any applicable option agreement, and all
Adjusted VelocityHSI Options which are issued as a result of BRE Options granted
under this Plan shall be subject to the terms of the applicable option agreement
and the terms of the VelocityHSI, Inc. 2000 Equity Incentive Plan, to the extent
that it is not inconsistent with the terms of the applicable option agreement.

     (d) For purposes of this Plan, with respect to Adjusted BRE Options held by
persons who are service providers to VelocityHSI as a result of the Option
Adjustment, references to

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service or termination of service in this Plan and in the applicable option
agreement shall be deemed to refer to service or termination of service with
VelocityHSI and its subsidiaries or affiliates."

     3.  This First Amendment shall be and is hereby incorporated in and forms a
part of the Plan.

     4.  Except as set forth herein, the Plan shall remain in full force and
effect.


     I hereby certify that the foregoing First Amendment to the Plan was duly
adopted by the Board of Directors of BRE Properties, Inc. on June 29, 2000.



                                      By
                                         --------------------------------------
                                      Name:
                                      Title:

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