EXHIBIT 10-2

Exhibit 10.2

AMB PROPERTY II, L.P.
FIRST AMENDMENT TO
ELEVENTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

This First Amendment (this "Amendment") is made as of July 14, 2003 by
AMB PROPERTY HOLDING CORPORATION, a Maryland corporation, as general partner
(the "General Partner") of AMB PROPERTY II, L.P., a Delaware limited partnership
(the "Partnership"), and as attorney-in fact for each of the limited partners of
the Partnership (collectively, the "Limited Partners") for the purpose of
amending the Eleventh Amended and Restated Agreement of Limited Partnership of
the Partnership dated as of July 31, 2002 (the "Partnership Agreement"). All
defined terms used herein but not defined herein have the meanings assigned to
them in the Partnership Agreement.

WHEREAS, pursuant to Section 7.3D(ii) of the Partnership
Agreement, the Partnership Agreement may be amended by the General Partner to
reflect a reduction in Partnership Units in accordance with the Partnership
Agreement; and

WHEREAS, on the date hereof, the Partnership has repurchased
and redeemed 66,300 of the Partnership's 7.95% Series F Cumulative Redeemable
Preferred Units (the "Series F Preferred Units") from Bailard, Biehl & Kaiser
Technology Exchange Fund, LLC, a Delaware limited liability company (the "Series
F Limited Partner") pursuant to the terms of a Preferred Unit Repurchase
Agreement, entered into by and among the Partnership, the General Partner and
the Series F Limited Partner; and

WHEREAS, pursuant to the authority granted to the General
Partner under the Partnership Agreement, the General Partner desires to amend
Exhibit A of this Agreement to reflect the reduction of outstanding Series F
Preferred Units reflected on Exhibit A hereto; and

NOW THEREFORE, pursuant to Sections 2.4 and 7.3D of the Partnership
Agreement, the General Partner, on its own behalf and as attorney-in-fact for
the Limited Partners, hereby amends the Partnership Agreement as follows:

SECTION 1. Amendment of Exhibit A to the Partnership Agreement.

Exhibit A to the Partnership Agreement is deleted in its
entirety and replaced with Exhibit A attached hereto.

SECTION 2. Miscellaneous.

2.1 Governing Law. This Amendment shall be construed under and
governed by the internal laws of the State of Delaware without regard to its
conflict of laws provisions.

SECTION 3. Partnership Agreement. The Partnership Agreement and this
Amendment shall be read together and shall have the same effect as if the
provisions of the Partnership Agreement and this Amendment were contained in one
document. Any provisions of the


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Partnership Agreement not amended by this Amendment shall remain in full force
and effect as provided in the Partnership Agreement immediately prior to the
date hereof.


[Remainder of Page Left Intentionally Blank]


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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be
executed as of the date set forth above by their duly authorized
representatives.




GENERAL PARTNER:

AMB PROPERTY HOLDING CORPORATION,
a Maryland corporation



By: /s/ Michael A. Coke
----------------------------------------
Michael A. Coke
Executive Vice President and
Chief Financial Officer


COMMON LIMITED PARTNER:

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


By: AMB Property Corporation,
its general partner


By: /s/ Michael A. Coke
----------------------------------------
Michael A. Coke
Executive Vice President and
Chief Financial Officer



GENERAL PARTNER OF COMMON LIMITED PARTNER:

AMB PROPERTY CORPORATION,
a Maryland corporation



By: /s/ Michael A. Coke
----------------------------------------
Michael A. Coke
Executive Vice President and
Chief Financial Officer


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LIMITED PARTNERS:

By: AMB PROPERTY HOLDING CORPORATION,
a Maryland corporation, as
attorney-in-fact for each of the
Limited Partners


By: /s/ Michael A. Coke
----------------------------------
Michael A. Coke
Executive Vice President and
Chief Financial Officer


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EXHIBIT A

PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS

I. COMMON UNITS