<PAGE>
                                                                    Exhibit 10.2

                                  PUT AGREEMENT


         THIS PUT AGREEMENT ("Agreement") is dated as of September 24, 2004 (the
"Effective  Date"), by and between ROBERT PATTILLO  PROPERTIES,  INC., a Georgia
corporation  ("Contributor"),   and  AMB  PROPERTY,  L.P.,  a  Delaware  limited
partnership ("AMB").

                                    RECITALS

A.   Contributor and AMB Property II, L.P., a Delaware limited partnership ("AMB
     II"),  have  previously  entered into that certain  Contribution  Agreement
     dated as of  September  24, 2004 (the  "Contribution  Agreement"),  whereby
     Contributor  has  received  certain  Series  N  Preferred  Units  of AMB II
     ("Units")   in  exchange  for  certain   Properties   (as  defined  in  the
     Contribution Agreement).

B.   Contributor  and AMB hereby  desire to provide  for certain put rights with
     respect to the Units on the terms and conditions set forth herein.

         NOW THEREFORE,  in consideration of the promises,  terms and conditions
contained herein and such other good and valuable consideration, the receipt and
adequacy of which are hereby  acknowledged,  Contributor and AMB hereby agree as
follows:

     1. Defined Terms and Recitals.  All  capitalized  terms used herein but not
otherwise  defined herein shall have the meanings set forth in the  Contribution
Agreement.  Contributor  and AMB  hereby  agree  that  the  recitals  set  forth
hereinabove are true and correct and incorporated into this Agreement.

2.  Contributor's Put Option.  Contributor shall have the right to sell all, but
not less than all, of the Units by giving  written  notice (the "Put Notice") to
AMB  between   June  1,  2005  and  January   15,   2006   (inclusive   of  such
dates)("Contributor's  Put Period") of Contributor's exercise of this put right.
Upon timely delivery of the Put Notice to AMB,  Contributor  shall sell all, but
not less than all,  of the Units  owned by  Contributor  to AMB or its  designee
(which  designee cannot be AMB II or any entity wholly owned by AMB II and as to
which  designee all necessary  consents shall have been obtained) and AMB or its
designee  (which  designee cannot be AMB II or any entity wholly owned by AMB II
and as to which designee all necessary  consents shall have been obtained) shall
purchase all such Units for cash at a price equal to (i) Fifty Dollars ($50) per
Unit (the "Put  Payment")  plus (ii) any  accrued  but unpaid  Preferred  Return
through the date of the closing of such purchase.



<PAGE>


3.  Procedures.

    (a) The closing of the purchase  and sale  contemplated  by this  Agreement
(the "Put  Closing")  shall occur on the date that is twenty (20) days after the
date of the Put Notice (the "Put Closing  Date").  At the  closing,  Contributor
shall  execute and deliver all such  documents  and take such further  action as
shall be  necessary  or  appropriate  to assign its interest in the Units to AMB
free and clear of all liens and encumbrances,  including, without limitation, an
assignment of Units in the form attached hereto as Exhibit A. The purchase price
shall be paid by wire transfer of immediately available funds.

    (b) If the  application of Section 11.6 of AMB II's  Partnership  Agreement
would  prevent the  transfer of the Units  pursuant  to this Put  Agreement,  as
determined  by AMB II's general  partner,  in its sole and absolute  discretion,
then (i) the Put Closing Date shall be automatically  extended to the date as of
which AMB (or its  Designee) is able to acquire (and  actually does acquire) the
Units  pursuant to this Put Agreement and in compliance  with the  provisions of
Section 11.6 of AMB II's Partnership  Agreement (with such closing to occur on a
date  designated  in a written  notice  from AMB to  Contributor)(the  "Extended
Closing  Date"),  and (ii) AMB shall (or AMB shall cause an Affiliate of AMB to)
make a loan to  Contributor on the date on which the Put Closing Date would have
occurred if the transfer of the Units was not  prevented by the  application  of
Section  11.6 of AMB II's  Partnership  Agreement,  which  loan  shall be in the
principal  amount of the Put Payment (the "Put  Loan").  The Put Loan shall bear
interest at the rate of 5.00% per annum on the outstanding  principal  amount of
the Put Loan. Such interest shall be determined on a daily basis computed on the
basis of a 360-day  year of twelve  30-day  months (or actual days for any month
which is shorter than a full monthly period), which interest shall be payable as
and when  payments  of the Series N  Preferred  Return  (as  defined in AMB II's
Partnership  Agreement) are payable on the Units and  Contributor  and AMB agree
that the obligation of AMB II to pay the Series N Preferred  Return on the Units
and  Contributor's  obligation  to pay  interest on the Put Loan shall be deemed
satisfied by offsetting the amounts payable by AMB II against the  corresponding
interest  payments that are due from Contributor  under the Put Loan;  provided,
however,  that AMB II shall  remain  responsible  for paying to  Contributor  in
accordance  with AMB II's  Partnership  Agreement any Series N Preferred  Return
which  remains  accrued  and unpaid as of the date that the Put Loan is made and
such amounts shall not be offset  against  interest  payable under the Put Loan.
The Put Loan shall be  payable in full on the  Extended  Closing  Date,  and the
amount  payable  under the Put Loan shall be offset  against  the  corresponding
amount  payable  by  AMB  or  its  Designee  pursuant  to  this  Put  Agreement.
Notwithstanding  anything  to the  contrary  contained  in AMB II's  Partnership
Agreement or this Put  Agreement,  during the term of the Put Loan,  Contributor
shall not transfer or encumber all or any portion of the Units or  Contributor's
interest therein. It shall be a condition to the making of the Put Loan that the
Put Loan be secured by a valid and enforceable  first priority security interest
on the  Units  (determined  without  regard to any  restrictions  under AMB II's
Partnership  Agreement that would otherwise prevent Contributor from granting to
the  maker of the Put  Loan a valid  and  enforceable  first  priority  security
interest on the Units).  In connection with the making of the Put Loan (and as a
condition  to  AMB's  obligation  to do  so),  Contributor  agrees  to  execute,
acknowledge  (where applicable) and deliver to AMB or its Affiliate a promissory
note,  UCC-1 financing  statement,  and such other documents as are requested by
AMB and to take all other steps that are  necessary in order to evidence  and/or
secure the Put Loan as aforesaid and, at AMB's request,  Contributor also agrees
<PAGE>

to take all steps necessary to cause the Units to be held by a bankruptcy remote
entity during the term of the Put Loan. For the purposes of this Paragraph 4(b),
"Affiliate" shall mean any entity directly or indirectly controlling, controlled
by or under common control with AMB.

     (c)  Contributor  and AMB shall each pay its own legal  fees in  connection
with any purchase and sale or loan pursuant to this Agreement.

     4. Survival. The provisions of this Agreement shall survive the Closing.

     5. Notices.  Any notices  required or permitted to be given hereunder shall
be given in writing and shall be delivered (a) in person, (b) by certified mail,
postage  prepaid,  return receipt  requested,  (c) by Federal Express or another
reputable  commercial  overnight  courier that  guarantees next day delivery and
provides a receipt, or (d) by telefacsimile or telecopy,  and such notices shall
be addressed as follows:

         If to Contributor:         Robert Pattillo Properties, Inc.
                                    2987 Clairmont Road, Suite 550
                                    Atlanta, GA  30329
                                    Att'n:  Daniel L. Wald
                                    Fax:   (404) 235-3541

         With a copy to:            Robert Pattillo Properties, Inc.
                                    2987 Clairmont Road, Suite 550
                                    Atlanta, GA  30329
                                    Att'n:   Clay W. Reese
                                    Fax No.:  (404) 235-3541

         If to AMB:                 c/o AMB Property Corporation
                                    Pier 1, Bay 1
                                    San Francisco, CA 94111
                                    Att'n: General Counsel
                                    Fax No.:  (415) 394-9000

         With a copy to:           Morrison & Foerster LLP
                                    755 Page Mill Road
                                    Palo Alto, CA 94304-1018
                                    Att'n:  Philip J. Levine, Esq.
                                    Fax No.:  (650) 494-0792

or to such  other  address  as either  party may from  time to time  specify  in
writing to the other party.  Any notice shall be deemed  delivered when actually
delivered,  if such  delivery is in person,  upon deposit  with the U.S.  Postal
Service,  if such delivery is by certified mail, upon deposit with the overnight
courier service,  if such delivery is by an overnight courier service,  and upon
transmission, if such delivery is by telefacsimile or telecopy.
<PAGE>

     6.  Attorneys  Fees.  In the event of any  litigation  arising  out of this
Assignment,  the party not prevailing shall pay the prevailing party's costs and
expenses  of  such  litigation,   including,   without  limitation,   reasonable
attorneys' fees.

     7.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Delaware.


     8.  Counterparts.  This  Agreement  may be signed in  counterparts  and all
counterparts so executed shall  constitute one contract,  binding on all parties
hereto,  even though all parties are not signatory to the same counterpart.  The
parties  contemplate  that they may be executing  counterparts of this Agreement
transmitted  by  facsimile  and agree and intend that a signature  by  facsimile
machine  shall  bind the party so  signing  with the same  effect as though  the
signature were an original signature.

     9. Successors and Assigns.  This Agreement shall be binding upon, and inure
to the benefit of, the parties hereto and their  respective  successors,  heirs,
administrators and permitted assigns.

     10. Amendments.  Except as otherwise provided herein, this Agreement may be
amended or modified only by a written  instrument  executed by  Contributor  and
AMB.



<PAGE>




                  AMB:              AMB PROPERTY, L.P.,
                                    a Delaware limited partnership

                                    By:      AMB Property Corporation,
                                             a Maryland corporation,
                                             its general partner

                                    By:  /s/ Eugene F. Reilly
                                         ---------------------------------------
                                    Name: Eugene F. Reilly
                                         ---------------------------------------
                                    Its:  EVP
                                         ---------------------------------------


                  CONTRIBUTOR:      ROBERT PATTILLO PROPERTIES, INC.,
                                    a Georgia Corporation


                                    By:  /s/ Clay W. Reese
                                         ---------------------------------------
                                    Name: Clay W. Reese
                                         ---------------------------------------
                                    Its:  Vice President
                                         ---------------------------------------






<PAGE>


                                    EXHIBIT A


                               ASSIGNMENT OF UNITS

     THIS ASSIGNMENT is made as of  _____________,  200__ (the "Effective Date")
between ROBERT PATTILLO  PROPERTIES,  INC., a Georgia corporation  ("Assignor"),
and AMB PROPERTY L.P., a Delaware limited partnership ("Assignee").

                                    RECITALS



     A.  Assignor and  Assignee  have  previously  entered into that certain Put
Agreement dated ___________, 2004, whereby Assignor agreed to assign its rights,
title and  interest in and to certain  Series N Preferred  Units of AMB Property
II, L.P., a Delaware limited  partnership  ("AMB II") ("Units") to Assignee,  on
the terms and conditions set forth therein.

     B. Assignor  hereby agrees to assign all of its rights,  title and interest
in and to the Units to Assignee, on the terms and conditions set forth herein.

                                   AGREEMENTS



     NOW THEREFORE,  in consideration of the mutual covenants  contained herein,
and  intending  to be legally  bound  hereby,  Assignor  and  Assignee  agree as
follows:

     1. Assignment. Effective as of the Effective Date, Assignor hereby assigns,
transfers and sets over unto  Assignee  _____________  [insert  number of Units]
Units,  which represents one hundred percent (100%) of Assignor's  right,  title
and interest in the Units.  Assignor  represents  and warrants to Assignee  that
Assignor is the legal and  equitable  owner of the Units hereby  assigned,  that
such Units constitute all of the Units held by Assignor,  and that the Units are
hereby  assigned free and clear of all liens,  charges,  encumbrances,  pledges,
security interests, taxes, or known rights of others.

     2. Effect of Assignment; Further Assurances.  Effective as of the Effective
Date,  Assignor  shall no longer have any rights or  obligations  under AMB II's
Partnership  Agreement.  At the  request of either  party,  both  parties  shall
execute and deliver such further documents as may be reasonably requested by the
requesting party to reflect the assignment of the Units to Assignee.

     3.  Subject to  Contribution  Agreement  and  Partnership  Agreement.  This
Assignment is made subject to all of the representations,  warranties, covenants
and indemnities contained in that certain Contribution Agreement dated September
24, 2004  between  Assignor  and AMB II (the  "Contribution  Agreement")  to the
extent such representations,  warranties,  covenants and indemnities survive the
Closing Date (as defined  therein) and are  applicable  hereto.  The  assignment
being  made  pursuant  to  this  Assignment  shall  be  subject  to and  made in
accordance
<PAGE>

with the terms and provisions of AMB II's  Partnership  Agreement (as
defined in the Contribution Agreement).

     4.  Attorneys  Fees.  In the event of any  litigation  arising  out of this
Assignment,  the party not prevailing shall pay the prevailing party's costs and
expenses  of  such  litigation,   including,   without  limitation,   reasonable
attorneys' fees.

     5.  Governing  Law. This  Assignment  shall be governed by and construed in
accordance with the laws of the State of Delaware.

     6.  Counterparts.  This  Assignment may be signed in  counterparts  and all
counterparts so executed shall  constitute one contract,  binding on all parties
hereto,  even though all parties are not signatory to the same counterpart.  The
parties  contemplate that they may be executing  counterparts of this Assignment
transmitted  by  facsimile  and agree and intend that a signature  by  facsimile
machine  shall  bind the party so  signing  with the same  effect as though  the
signature were an original signature.

     7. Successors and Assigns. This Assignment shall be binding upon, and inure
to the benefit of, the parties hereto and their  respective  successors,  heirs,
administrators and assigns.

     8. Amendments.  Except as otherwise provided herein, this Assignment may be
amended or  modified  only by a written  instrument  executed  by  Assignor  and
Assignee.

     9. Further Assurances. Each party hereto agrees to take such actions as the
other party hereto may reasonably  request in order to carry out the purposes of
this Assignment and the transactions contemplated hereby.

                        [SIGNATURES FOLLOW ON NEXT PAGE]



<PAGE>


     IN WITNESS WHEREOF the parties hereto have duly executed this Assignment as
of the day and year first above written.

                  ASSIGNEE:          AMB PROPERTY, L.P.,
                                     a Delaware limited partnership

                                     By AMB Property Corporation,
                                     a Maryland corporation, its general partner

                                     By:
                                          --------------------------------------
                                     Name:
                                          --------------------------------------
                                     Its:
                                          --------------------------------------

                  ASSIGNOR:          ROBERT PATTILLO PROPERTIES, INC.
                                     a Georgia Corporation


                                     By:
                                          --------------------------------------
                                     Name:
                                          --------------------------------------
                                     Its:
                                          --------------------------------------


                                     By:
                                          --------------------------------------
                                     Name:
                                          --------------------------------------
                                     Its:
                                          --------------------------------------