Rights Agreement

Second Amended and Restated Registration Rights Agreement

by American Indl Pptys Reit
August 5th, 1998

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                                                                    EXHIBIT 10.3




           SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                 This Second Amended and Restated Registration Rights Agreement
(the "Agreement") is made and entered into as of July 30, 1998, by and among
American Industrial Properties REIT, a Texas real estate investment trust (the
"Company"), and MS Real Estate Special Situations, Inc., a Delaware corporation
("MSRE") and Morgan Stanley Asset Management Inc., a Delaware corporation
("MSAM"), acting as agent and attorney-in-fact on behalf of the clients listed
on Schedule A hereto (the "MSAM Purchasers" and, together with MSRE, the
"Purchasers").


                                  WITNESSETH:

                 WHEREAS, pursuant to that certain Common Share Purchase
Agreement dated as of June 20, 1997, among the Company, MSRE and MSAM, as agent
for the MSAM Purchasers (the "Purchase Agreement"), the Purchasers, severally
and not jointly, purchased 8,163,265 Common Shares (the "Shares") of the
Company (subject to the Share Ownership Limited described in the Purchase
Agreement);

                 WHEREAS, the Company and the Purchasers entered into
Registration Rights Agreements dated as of July 8, 1997 and January 29, 1998
(the "Prior Registration Rights Agreement");

                 WHEREAS, the Company is entering into a Share Purchase
Agreement, an Agreement and Plan of Merger and a Registration Rights Agreement
on the date hereof with Developers Diversified Realty Corporation ("DDR"); and

                 WHEREAS, to enable the Company to enter into such agreements
with DDR, the Purchasers have agreed to amend the registration rights
previously granted to the Purchasers  by the Company;

                 NOW, THEREFORE, for the promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1.      Definitions.

                 As used in this Agreement, the following capitalized terms
shall have the following meanings:

                 Closing Date: The closing date as defined in the Purchase
Agreement.

                 Common Shares: The common shares of beneficial interest, $0.10
par value per share, of the Company.



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                 Exchange Act: The Securities Exchange Act of 1934, as amended
from time to time.

                 Participating Purchasers: With respect to any Registration
Statement, any Purchasers holding any Registrable Securities covered by such
Registration Statement.

                 Person: An individual, partnership,  corporation, limited
liability company, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

                 Preemptive Rights: As defined in the Purchase Agreement.

                 Prospectus: The prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.

                 Purchase Agreement: As defined in the Recitals to this
Agreement.

                 Purchasers: See Section 2(b) hereof.

                 Registrable Securities: (a) The Shares, (b) any securities
issued or issuable with respect to the Shares by way of share dividend or share
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise, and (c) any additional
Common Shares of the Company purchased by any Purchaser pursuant to the
exercise of Preemptive Rights.  Any Registrable Security will cease to be a
Registrable Security when (i) a registration statement covering such
Registrable Security has been declared effective by the SEC and the Registrable
Security has been disposed of pursuant to such effective registration
statement, (ii) the Registrable Security is sold under circumstances in which
all of the applicable conditions of Rule l44 (or any similar provisions then in
force) under the Securities Act are met, or (iii) the Registrable Security has
been otherwise transferred, the Company has delivered a new certificate or
other evidence of ownership for it not bearing a legend restricting further
transfer, and it may be resold without subsequent registration under the
Securities Act.

                 Registration Expenses: See Section 5 hereof.

                 Registration Statement: The Registration Statement of the
Company that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included therein, all
amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all material incorporated by
reference in such Registration Statement.

                 Requesting Purchasers: Any one or more Purchasers holding
Registrable Securities representing in the aggregate not less than 25% of the
aggregate Registrable Securities outstanding.





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                 SEC: The Securities and Exchange Commission or any successor
entity.

                 Securities Act: The Securities Act of 1933, as amended from
time to time.

                 Share Ownership Limitation: The limitation on ownership
contained in Section 2.4 of the Purchase Agreement.

                 Shares: As defined in the Recitals to this Agreement.

                 Shelf Registration: See Section 2(a) hereof.

                 Underwritten Registration or Underwritten Offering: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

         2.      Registration Rights.

                 (a)      Shelf Registration.  Upon the written request of one
or more Requesting Purchasers, the Company will file a "shelf" registration
statement on any appropriate form pursuant to Rule 415 (or similar rule that
may be adopted by the SEC) under the Securities Act (a "Shelf Registration"),
which Shelf Registration will cover (i) the Registrable Securities that the
Company has been so requested to register by the Requesting Purchasers and (ii)
all other Registrable Securities that the Company has been requested to
register by any other Purchasers by written request given to the Company within
15 days after the Company's giving of written notice of the Requesting
Purchasers' requested registration.

                 The Company hereby agrees to file such registration statement
as promptly as practicable following the request therefor, and in any event
within 60 days following the date such request is received by the Company, and
thereafter to use its commercially reasonable efforts to cause such Shelf
Registration to become effective and thereafter to keep it continuously
effective, and to prevent the happening of any event of the kind described in
Section 4(c)(3), (4), (5) or (6) hereof that requires the Company to give
notice pursuant to the last paragraph of Section 4 hereof, for a period
terminating on the third year anniversary of the date on which the SEC declares
the Shelf Registration effective, or such shorter period as shall terminate on
the date on which all the Registrable Securities covered by the Shelf
Registration have been sold pursuant to such Shelf Registration.  The Company
shall be obligated to file only one Shelf Registration and shall not be
obligated to file a Shelf Registration if three Demand Registrations
(hereinafter defined) have been effected under Section 2(b).

         The Company further agrees to promptly supplement or make amendments
to the Shelf Registration, if required by the rules, regulations or
instructions applicable to the registration form utilized by the Company or by
the Securities Act or rules and regulations thereunder for shelf registration
or if requested by Participating Purchasers holding in the aggregate in excess
of 50% of the Registrable Securities covered by the Shelf Registration or any
underwriter of the Registrable Securities.





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         If Participating Purchasers holding in the aggregate in excess of 50%
of the Registrable Securities covered by the Shelf Registration so elect, the
offering of Registrable Securities pursuant to such registration shall be in
the form of an Underwritten Offering.

                 (b)      Demand Registration.  At any time during the five
year period following the Closing Date, one or more Requesting Purchasers may
make a written request (the "Demand Notice") for registration under the
Securities Act (a "Demand Registration") of the Registrable Securities held by
such Requesting Purchasers. The Demand Notice will specify the number of shares
of Registrable Securities proposed to be sold and will also specify the
intended method of disposition thereof.  Following receipt of a Demand Notice
from the Requesting Purchasers, the Company promptly will give written notice
of the requested registration to all other Purchasers, and will thereafter file
a registration statement on any appropriate form which will cover (i) the
Registrable Securities that the Company has been so requested to register by
such Requesting Purchasers and (ii) all other Registrable Securities that the
Company has been requested to register by any other Purchasers by written
request given to the Company within 15 days after the Company's giving of
written notice of the Requesting Purchasers' requested registration.

         Unless each Participating Holder shall consent in writing, no party
(including the Company) other than any Purchaser, DDR, USAA Real Estate Company
("Realco"), Praedium II Industrial Associates LLC ("Praedium"), LaSalle
Advisors Limited Partnership acting as agent for and on behalf of certain
clients ("LaSalle"), or ABKB/LaSalle Securities Limited Partnership ("ABKB" and
together with LaSalle, the "LaSalle Entities") shall be permitted to offer
securities under any such Demand Registration.  The Company shall not be
required to effect more than three Demand Registrations under this Section
2(b).  A registration requested pursuant to this Section 2(b) will not be
deemed to have been effected (and it shall not count as one of the three Demand
Registrations) unless the Registration Statement relating thereto has become
effective under the Securities Act; provided, however that if, after such
Registration Statement has become effective, the offering of the Registrable
Securities pursuant to such registration is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such registration will be deemed not to have been effected
(and it shall not count as one of the three Demand Registrations).
Participating Purchasers holding in excess of 50% of the Registrable Securities
covered by a Demand Registration may at any time prior to the effective date of
the Registration Statement relating to such registration revoke a Demand Notice
by providing a written notice to the Company (in which case such Demand
Registration shall not count as one of the three Demand Registrations).

         If Participating Purchasers holding in the aggregate in excess of 50%
of the Registrable Securities covered by the Demand Registration so elect, the
offering of Registrable Securities pursuant to such registration shall be in
the form of an Underwritten Offering.  If the managing underwriter or
underwriters of such offering advise the Company and the Participating
Purchasers in writing that in their opinion the number of shares of Registrable
Securities and shares of DDR,





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Realco, Praedium or the LaSalle Entities, if any,  requested to be included in
such offering is sufficiently large to materially and adversely affect the
success of such offering, the Company will include in such registration the
aggregate number of Registrable Securities and shares of DDR, Realco, Praedium
or the LaSalle Entities, if any, requested to be included,  which in the
opinion of such managing underwriter or underwriters can be sold without any
such material adverse effect; provided, however, that no Registrable Securities
or shares of DDR, Realco, Praedium or the LaSalle Entities, if any, may be
excluded before all shares proposed to be sold by other parties, including the
Company, have been excluded.  If  any Registrable Securities are excluded, such
registration shall not count as one of the three Demand Registrations.  If the
amount of Registrable Securities proposed to be registered hereunder are
required to be excluded pursuant to this paragraph, the number of Registrable
Securities of each Participating Purchaser and the number of shares of DDR,
Realco, Praedium or the LaSalle Entities, if any, to be included in such
Registration shall be reduced pro rata (according to the total number of
Registrable Securities or shares, as the case may be, beneficially owned by
each such holder), to the extent necessary to reduce the total amount necessary
to be included in the Offering to the amount recommended by such managing
underwriter or underwriters.

         No registration pursuant to a request or requests referred to in this
subsection 2(b) shall be deemed to be a Shelf Registration.

                 (c)      Incidental Registration.  If at any time during the
five year period following the Closing Date, the Company proposes to file a
registration statement under the Securities Act (other than in connection with
a Registration Statement on Form S-4 or S-8, or any form that is substituting
therefor or is a successor thereto) with respect to an offering of any class of
security by the Company for its own account or for the account of any of its
security holders, then the Company shall give written notice of such proposed
filing to all Purchasers as soon as practicable (but in no event less than 30
days before the anticipated filing date), and such notice shall (i) offer each
Purchaser the opportunity to register such number of Registrable Securities as
it may request and (ii) describe such securities and specify the form and
manner and other relevant facts involved in such proposed registration
(including, without limitation, (x) whether or not such registration will be in
connection with an Underwritten Offering and, if so, the identity of the
managing underwriter and whether such Underwritten Offering will be pursuant to
a "best efforts" or "firm commitment" underwriting and (y) the price (net of
any underwriting commissions, discounts and the like) at which the Registrable
Securities are reasonably expected to be sold, if such disclosure is acceptable
to the managing underwriter). Each Purchaser shall advise the Company in
writing within 20 days after the date of receipt of such notice from the
Company of the number of Registrable Securities for which registration is
requested.  The Company shall include in such Registration Statement all such
Registrable Securities so requested to be included therein, and, if such
registration is an Underwritten Registration, the Company shall use its
commercially reasonable efforts to cause the managing underwriter or
underwriters to permit the Registrable Securities requested to be included in
the registration statement for such offering to be included (on the same terms
and conditions as similar securities of the Company included therein to the
extent appropriate); provided, however, that if the managing underwriter or
underwriters of such offering deliver a written opinion to each





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Participating Purchaser that either because of (i) the kind of securities which
such Purchasers, the Company, or any other Persons intend to include in such
offering or (ii) the size of the offering which such Purchasers, the Company,
or such other Persons intend to make, the success of the offering would be
materially and adversely affected by inclusion of the Registrable Securities
requested to be included, then (A) in the event that the size of the offering
is the basis of such managing underwriter's opinion, the amount of securities
to be offered for the account of each Participating Purchaser and other holders
registering securities of the Company pursuant to similar incidental
registration rights shall be reduced pro rata (according to the Registrable
Securities beneficially owned by each such holder) to the extent necessary to
reduce the total amount of securities to be included in such offering to the
amount recommended by such managing underwriter or underwriters; and (B) in the
event that the combination of securities to be offered is the basis of such
managing underwriter's opinion, (x) the Registrable Securities and other
securities to be included in such offering shall be reduced as described in
clause (A) above or, (y) if the actions described in clause (A) would, in the
judgment of the managing underwriter and pursuant to a written opinion
delivered to the Participating Purchasers, be insufficient to substantially
eliminate the adverse effect that inclusion of the Registrable Securities
requested to be included would have on such offering, such Registrable
Securities will be excluded from such offering.  Notwithstanding the foregoing,
if the Purchasers exercise an incidental registration in connection with DDR's
or Realco's or the Morgan Entities' or LaSalle Entities' demand registration
rights, then the managing underwriter's cutback provision under the demand
registration right set forth in Section 2(b) shall govern with respect to the
Participating Purchasers and not the managing underwriter's cutback provision
in this Section 2(c).

         No registration pursuant to a request or requests referred to in this
subsection 2(c) shall be deemed to be a Shelf Registration.

         3.      Hold-Back Agreements.

                 (a)      Restrictions on Public Sale by Holder of Registrable
Securities. Each Purchaser agrees, if reasonably requested by the managing
underwriters in an Underwritten Offering, not to effect any public sale or
distribution of securities of the Company of the same class as the securities
included in the Registration Statement relating to such Underwritten Offering,
including a sale pursuant to Rule 144 under the Securities Act (except as part
of such Underwritten Offering), during the 10-day period prior to the filing of
such Registration Statement, and during the 90-day period beginning on the
closing date of each Underwritten Offering made pursuant to such Registration
Statement, to the extent timely notified in writing by the Company or the
managing underwriters.

                 (b)      Restrictions on Sale of Securities by the Company.
The Company agrees not to effect any public sale or distribution of any
securities similar to those being registered, or any securities convertible
into or exchangeable or exercisable for such securities (except pursuant to a
registration statement on Form S-4 or S-8, or any substitute form that may be
adopted by the SEC) during the ten days prior to the filing of a registration
statement with respect to an Underwritten





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Offering, and during the 90-day period beginning on the effective date of such
Registration Statement (except as part of such registration statement (x) where
each Purchaser participating in such registration statement consents, (y) where
any Purchasers are participating in such registration statement pursuant to
Section 2(c) hereof, such registration statement was filed by the Company with
respect to the sale of securities by the Company, and no Purchasers are
simultaneously participating in a registration statement pursuant to Section
2(b) hereof), or (z) with respect to DDR, Realco, Praedium or the LaSalle
Entities, if such parties are participating in a Demand Registration pursuant
to Section 2(b) hereof), or the commencement of a public distribution of
Registrable Securities pursuant to such registration statement.

         4.      Registration Procedures.  In connection with the Company's
registration obligations pursuant to Section 2 hereof, the Company will use its
commercially reasonable efforts to effect such registration to permit the sale
of such Registrable Securities in accordance with the intended method or
methods of distribution thereof, and pursuant thereto the Company will use
commercially reasonable efforts to as expeditiously as possible:

                 (a)      prepare and file with the SEC, as soon as
practicable, and in any event within 60 days from the date of request, a
Registration Statement relating to the applicable registration on any
appropriate form under the Securities Act, which forms shall be available for
the sale of the Registrable Securities in accordance with the intended method
or methods of distribution thereof and shall include all financial statements
of the Company, and use its commercially reasonable efforts to cause such
Registration Statement to become effective; provided that before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
including documents incorporated by reference after the initial filing of the
Registration Statement, the Company will furnish each Participating Purchaser
and the underwriters, if any, copies of all such documents proposed to be
filed, which documents will be subject to the review of the Participating
Purchasers and the underwriters, if any, and the Company will not file any
Registration Statement or amendment thereto or any Prospectus or any supplement
thereto (including such documents incorporated by reference) to which
Participating Purchasers holding in the aggregate in excess of 50% of the
Registrable Securities covered by such Registration Statement or the
underwriters, if any, shall reasonably object (except in the case of a filing
pursuant to Section 2(c) hereof);

                 (b)      prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep the Registration Statement effective for the applicable period, or such
shorter period, which will terminate when all Registrable Securities included
in such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of all securities included in such Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or
supplement to the Prospectus; the Company shall not be deemed to have used
commercially reasonable efforts to keep a Registration Statement effective
during the applicable period if it voluntarily takes any action that would
result in the Purchasers not being able to sell their





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Registrable Securities during that period unless such action is required under
applicable law; provided that the foregoing shall not apply to actions taken by
the Company in good faith and for valid business reasons, including without
limitation the acquisition or divestiture of assets, so long as the Company
promptly thereafter complies with the requirements of Section 4(k) hereof, if
applicable;

                 (c)      notify each Participating Purchaser and the managing
underwriters, if any, promptly (and in no event more than three days after the
occurrence of any of the following events), and (if requested by any such
Person) confirm such advice in writing, (l) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to the Registration Statement or any post-effective amendment, when the
same has become effective, (2) of any request by the SEC for amendments or
supplements to the Registration Statement or the Prospectus or for additional
information, (3) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose, (4) if at any time the representations and
warranties of the Company contemplated by paragraph (m) below cease to be true
and correct, (5) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Registrable Securities for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (6) of the happening of any event which makes any statement made in
the Registration Statement, the Prospectus or any document incorporated therein
by reference untrue or which requires the making of any changes in the
Registration Statement, the Prospectus or any document incorporated therein by
reference in order to make the statements therein not misleading;

                 (d)      obtain the withdrawal of any order suspending the
effectiveness of the Registration Statement at the earliest possible moment;

                 (e)      if reasonably requested by the managing underwriter
or underwriters or by Participating Purchasers holding in the aggregate in
excess of 50% of the Registrable Securities covered by the Registration
Statement, promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriters and such Participating
Purchasers agree should be included therein relating to the sale of the
Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being sold to such underwriters, the
purchase price being paid therefor by such underwriters and with respect to any
other terms of the Underwritten (or best efforts underwritten) Offering of the
Registrable Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;

                 (f)      furnish to each Participating Purchaser and each
managing underwriter, if any, without charge, at least one signed copy of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);





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                 (g)      deliver to each Participating Purchaser and the
underwriters, if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Persons may reasonably request; the Company consents to the use of the
Prospectus or any amendment or supplement thereto by the Participating
Purchasers and the underwriters, if any, in connection with the offering and
sale of the Registrable Securities covered by the Prospectus or any amendment
or supplement thereto;

                 (h)      prior to any public offering of Registrable
Securities, register or qualify or cooperate with each Participating Purchaser,
the underwriters, if any, and their respective counsel in connection with the
registration or qualification of such Registrable Securities for offer and sale
under the securities or blue sky laws of such jurisdictions as any
Participating Purchaser or any underwriter reasonably requests in writing and
do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
Registration Statement;

                 (i)      cooperate with the Participating Purchasers and the
managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends (except as reasonably required to protect the
Company's status as a REIT); and enable such Registrable Securities to be in
such denominations and registered in such names as the managing underwriters
may request at least two business days prior to any sale of Registrable
Securities to the underwriters;

                 (j)      cause the Registrable Securities covered by the
applicable Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable each
Participating Purchaser or the underwriters, if any, to consummate the
disposition of such Registrable Securities;

                 (k)      upon the occurrence of any event contemplated by
Section 4(c)(6) above, prepare a supplement or post-effective amendment to the
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, the Prospectus will
not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading;

                 (l)      cause all Registrable Securities covered by the
Registration Statement to be listed on each securities exchange on which
similar securities issued by the Company are then listed;

                 (m)      enter into such agreements (including an underwriting
agreement) and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of such Registrable Securities and in
connection therewith, whether or not an underwriting agreement is entered into
and whether or not the registration is an Underwritten Registration, (1) make
such representations and warranties to each Participating Purchaser and the
underwriters, if any, in form, substance and scope as are customarily made by
issuers to underwriters in primary underwritten





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offerings; (2) obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to each Participating Purchaser and the managing underwriters, if
any, covering the matters customarily covered in opinions requested in
Underwritten Offerings and such other matters as may be reasonably requested by
any Participating Purchaser and the underwriters, if any; (3) obtain "cold
comfort" letters and updates thereof from the Company's independent certified
public accountants addressed to each Participating Purchaser and the
underwriters, if any, such letters to be in customary form and covering matters
of the type customarily covered in "cold comfort" letters by underwriters in
connection with primary Underwritten Offerings; (4) if an underwriting
agreement is entered into, the same shall set forth in full the indemnification
provisions and procedures of Section 6 hereof with respect to all parties to be
indemnified pursuant to said Section; and (5) deliver such documents and
certificates as may be reasonably requested by any Participating Purchaser and
the managing underwriters, if any, to evidence compliance with clause (1) above
and with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company.  The above shall be done at each
closing under such underwriting or similar agreement or as and to the extent
required thereunder;

                 (n)      make available for inspection by a representative of
any Participating Purchaser, any underwriter participating in any disposition
pursuant to such registration, and any attorney or accountant retained by any
Participating Purchaser or any underwriter, all financial and other records,
pertinent corporate documents and properties of the Company and cause the
Company's officers, trust managers and employees to supply all information
reasonably requested by any such representative, underwriter, attorney or
accountant in connection with such registration; provided that any records,
information or documents that the Company designates in writing as confidential
shall be kept confidential by such Persons unless disclosure of such records,
information or documents is required by court or administrative order;

                 (o)      otherwise use its commercially reasonable efforts to
comply with all applicable rules and regulations of the SEC, and make available
to its security holders, as soon as reasonably practicable, an earnings
statement covering a period of 12 months, beginning within three months after
the effective date of the registration statement, which earnings statement
shall satisfy the provisions of section 11(a) of the Securities Act; and

                 (p)      cooperate with Participating Purchasers and each
underwriter participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. (the "NASD").

         The Company may require the Purchasers to furnish to the Company such
information regarding the distribution of Registrable Securities as the Company
may from time to time reasonably request in writing.

         Each Purchaser agrees by acquisition of the Registrable Securities
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 4(k) hereof,





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such Purchaser will forthwith discontinue disposition of Registrable Securities
until such Purchaser's  receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 4(k) hereof, or until it is advised in
writing (the "Advice") by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings
which are incorporated by reference in the Prospectus, and, if so directed by
the Company, such Purchaser will deliver to the Company (at the Company's
expense), all copies, other than permanent file copies then in such Purchaser's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice.  In the event the Company shall give any
such notice, the time periods regarding the effectiveness of Registration
Statements set forth in Section 2 hereof and Section 4(b) hereof shall be
extended by the number of days during the period from and including the date of
the giving of such notice pursuant to Section 4(c)(6) hereof to the date when
such Purchaser shall receive copies of the supplemented or amended prospectus
contemplated by Section 4(k) hereof or the Advice.

                 5.       Registration Expenses.  All expenses incident to the
Company's performance of or compliance with this Agreement, including without
limitation: all registration and filing fees; fees with respect to filings
required to be made with the NASD; fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel for the underwriters or the Participating Purchasers in connection with
blue sky qualifications of the Registrable Securities and determination of
their eligibility for investment under the laws of such jurisdictions as the
managing underwriters and the Purchasers may designate); printing expenses,
messenger, telephone and delivery expenses; fees and disbursements of counsel
for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses of any comfort
letters or costs associated with the delivery by independent certified public
accountants of a comfort letter or comfort letters requested pursuant to
Section 4(m) hereof); securities acts liability insurance, if the Company so
desires; all internal expenses of the Company (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties); the expense of any annual audit; the fees and expenses
incurred in connection with the listing of the securities to be registered on
each securities exchange on which similar securities issued by the Company are
then listed; and the fees and expenses of any Person, including special
experts, retained by the Company (all such expenses being herein called
"Registration Expenses") will be borne by the Company regardless of whether the
Registration Statement becomes effective.  The Company shall not have any
obligation to pay any underwriting fees, discounts or commissions attributable
to the sale of Registrable Securities, or any legal fees and expenses of
counsel to the Participating Purchasers, except as expressly provided herein.

         6.      Indemnification: Contribution.

                 (a)      Indemnification by Company.  The Company agrees to
indemnify and hold harmless MSAM and each Purchaser and their respective
partners, officers, directors, employees and agents, and each Person who
controls any such Persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) against all losses, claims, damages,
liabilities and reasonable expenses arising out of or based upon any untrue or
alleged untrue statement of a material





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fact contained in any Registration Statement, Prospectus or preliminary
prospectus or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by MSAM or such Purchaser, as
the case may be, expressly for use therein.  The Company will also indemnify
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, their officers and trust
managers and each Person who controls such Persons (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same
extent as provided above with respect to the indemnification of MSAM and each
Purchaser, if requested.

                 (b)      Indemnification By Holder of Registrable Securities.
Each Purchaser, severally and not jointly, agrees to indemnify and hold
harmless the Company and its trust managers, officers, employees and agents,
and each Person who controls the Company (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) against any losses,
claims, damages, liabilities and reasonable expenses resulting from any untrue
statement of a material fact or any omission of a material fact required to be
stated in the Registration Statement or Prospectus or preliminary prospectus or
necessary to make the statements therein not misleading, to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such Purchaser to the
Company specifically for inclusion in such Registration Statement or
Prospectus.  In no event shall the liability of any Purchaser hereunder be
greater in amount than the dollar amount of the proceeds received by such
Person upon the sale of the Registrable Securities giving rise to such
indemnification obligation.  The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, to the
same extent as provided above with respect to information so furnished in
writing by such Persons specifically for inclusion in any Prospectus or
Registration Statement.

                 (c)      Conduct of Indemnification Proceedings.  Any Person
entitled to indemnification hereunder will (i) give prompt notice (and in any
event within 10 days) to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided, however that any Person entitled to
indemnification hereunder shall have the right to employ separate counsel and
to participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such Person unless (a) the indemnifying
party has agreed to pay such fees or expenses, (b) the indemnifying party shall
have failed to assume the defense of such claim and employ counsel reasonably
satisfactory to such Person or (c) based upon written advice of counsel to such
Person, there shall be one or more defenses available to such Person that are
not available to the indemnifying party or there shall exist conflicts of
interest pursuant to applicable rules of professional conduct between such
Person and the indemnifying party (in which case, if the Person notifies the
indemnifying party in writing that such Person elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim on behalf of such
Person), in each of which events the fees and expenses of such counsel shall be
at the expense of the indemnifying party.  The





                                       12
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indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld), but
if settled with its written consent, or if there be a final judgment for the
plaintiff in any such action or proceeding, the indemnifying party shall
indemnify and hold harmless the indemnified parties from and against any loss
or liability (to the extent stated above) by reason of such settlement or
judgment.  No indemnified party will be required to consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.

                 (d)      Contribution.  If for any reason the indemnification
provided for in the preceding clauses (a) and (b) is unavailable to an
indemnified party or insufficient to hold it harmless as contemplated by the
preceding clauses (a) and (b), then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect not
only the relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the indemnified party and
the indemnifying party, as well as any other relevant equitable considerations,
provided, that in no event shall any Purchaser be required to contribute an
amount greater than the dollar amount of the proceeds received by such
Purchaser  with respect to the sale of the Registrable Securities giving rise
to such indemnification obligation.  The relative fault of the Company on the
one hand and of the Purchasers on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.  No Person guilty of fraudulent misrepresentation
(within the meaning of Section 10(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent
misrepresentation.

         7.      Rule 144.  The Company hereby agrees that it will file the
reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder (or, if the
Company is not required to file such reports, it will, upon the request of the
Purchasers, make publicly available other information so long as necessary to
permit sales pursuant to Rule 144 under the Securities Act), and it will take
such further action as any Purchaser may reasonably request, all to the extent
required from time to time to enable each Purchaser to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC.  Upon the request of any Purchaser, the Company
will deliver to such Purchaser a written statement as to whether it has
complied with such information and requirements.





                                       13
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         8.      Participation in Underwritten Registrations.

                 (a)      If any of the Registrable Securities covered by the
Shelf Registration are to be sold in an Underwritten Offering (excluding under
Section 2(c)), the investment banker or investment bankers and manager or
managers that will administer the offering will be selected by Participating
Purchasers holding in the aggregate in excess of 50% of the Registrable
Securities covered thereby; provided that such investment bankers and managers
must be reasonably satisfactory to the Company.

                 (b)      No Person may participate in any Underwritten
Registration hereunder unless such Person (i) agrees to sell such Person's
securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.  Nothing in this Section 8 shall be construed to create any
additional rights regarding the registration of Registrable Securities in any
Person otherwise than as set forth herein.

         9.      Miscellaneous.

                 (a)      Remedies.  Each party hereto, in addition to being
entitled to exercise all rights provided herein or granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Agreement to the extent available under applicable law.  Each party
hereto agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate.

                 (b)      Third Party Registration Rights.  The Company will
not after the date of this Agreement, enter into any agreement granting
registration rights to any other Person with respect to the securities of the
Company that are not junior or subordinate to the rights granted to the
Purchasers hereunder without the written consent of MSAM.

                 (c)      Successors and Assigns.  This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent holders of Registrable Securities,  provided further,
that the Company cannot assign its rights hereunder except pursuant to a
merger.

                 (d)      Counterparts.  This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                 (e)      Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.





                                       14
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                 (f)      Governing Law.  THIS AGREEMENT, AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF
TEXAS, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

                 (g)      Severability.  If any provision of this Agreement is
held to be illegal, invalid or unenforceable under any current or future law,
and if the rights or obligations of the parties under this Agreement would not
be materially and adversely affected thereby, such provision shall be fully
separable, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part thereof,
and the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance therefrom.  In lieu of such illegal, invalid or
unenforceable provision, there shall be added simultaneously as a part of this
Agreement, a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible, and the parties
hereto request the court or any arbitrator to whom disputes relating to this
Agreement are submitted to reform the otherwise illegal, invalid or
unenforceable provision in accordance with this Section 9(g).

                 (h)      Arbitration.  In the event of a dispute hereunder
which cannot be resolved by the parties, such dispute shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association and judgment on the award rendered by the arbitration
panel may be entered in any court or tribunal of competent jurisdiction.  Any
arbitration occurring under this Section 9(h) shall be held in Dallas, Texas.

                 (i)      Entire Agreement.  This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

                 (j)      Attorneys' Fees.   In any proceeding brought to
enforce any provision of this Agreement the successful party shall be entitled
to recover reasonable attorneys' and accountants'  fees in addition to its
costs and expenses and any other available remedy.

                 (k)      MSAM as Agent.   (i) The Company, MSRE, MSAM and each
of the MSAM Purchasers acknowledge and agree that each of the MSAM Purchasers
has initially appointed MSAM to acts as its agent and attorney-in-fact in
connection with the matters contemplated by this Agreement.  Until such time as
the Company shall have received a written notice from any MSAM Purchaser that
MSAM is no longer acting as such Purchaser's agent hereunder, the Company shall
be entitled to rely on any instructions and notices received from MSAM on
behalf of such Purchaser as if received from such Purchaser directly.  The
parties hereto further acknowledge and agree that MSAM shall act solely as
agent on behalf of the MSAM Purchasers in connection with the matters set forth
in this Agreement, and that MSAM shall not, under any circumstances, have any
liability





                                       15
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to the Company in its individual capacity arising out of or in connection with
this Agreement or the transactions contemplated hereby.

                 (ii) The Company agrees that for so long as MSAM shall act as
agent on behalf of any of the MSAM Purchasers hereunder, it shall deliver to
MSAM copies of all documents and notices required to be delivered to the
Participating Purchasers pursuant to Section 4 of this Agreement.

                 (iii)    In the event that any MSAM Purchaser shall at any
time subsequent to the date hereof appoint a successor agent to MSAM in
connection with the matters est forth in this Agreement, such successor shall
be entitled to, and to exercise on behalf of such MSAM Purchaser, all of the
rights and remedies provided for herein with respect to MSAM or such MSAM
Purchaser, as the case may be, and the rights and remedies of such MSAM
Purchaser hereunder shall not in any way be modified, limited, delayed or
impaired as a consequence of such appointment.

                 (iv)     The provisions of Section 5, 6 and of this Section
9(k) shall remain in full force and effect with respect to MSAM notwithstanding
any termination of MSAM's appointment as agent on behalf of any or all of the
MSAM Purchasers hereunder.

                 (l)      Amendments and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given without the written consent of the Company,
each Purchaser and, for so long as MSAM shall act as agent on behalf of any of
the MSAM Purchasers, MSAM; provided, that the provisions of Sections 5, 6 and
9(k) may not, under any circumstances and notwithstanding any termination of
MSAM's appointment as agent on behalf of any or all of the MSAM Purchasers
hereunder, be amended, modified, supplemented or waived without the written
consent of MSAM.

                 (m)      Notices.  The notice provisions contained in Section
12.11 of the Purchase Agreement shall be incorporated herein and shall be
governing under this Agreement.

                 (n)      Representation of the Trust.  The Trust hereby
represents and warrants to Investor that the rights granted to Investor
hereunder are pari passu to the registration rights granted by the Trust to
each of Praedium, USAA, the LaSalle Entities and DDR.





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         IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment and Restated Registration Rights Agreement as of the date first
written above.





                                    "COMPANY"
                                    
                                    AMERICAN INDUSTRIAL PROPERTIES REIT
                                    
                                    
                                        /s/ Charles W. Wolcott                 
                                    -------------------------------------------
                                    

                                    Charles W.  Wolcott
                                    President and Chief Executive Officer
                                    
                                    
                                    "MSRE"
                                    
                                    MS REAL ESTATE SPECIAL SITUATIONS, INC.
                                    
                                    By: /s/ Russell Platt                      
                                        ---------------------------------------
                                    Name:    Russell Platt                     
                                            -----------------------------------
                                    Title: Managing Director                   
                                           ------------------------------------
                                    
                                    
                                    "MSAM"
                                    
                                    MORGAN STANLEY ASSET MANAGEMENT INC.,
                                    as agent and attorney-in-fact
                                    on behalf of the MSAM Purchasers
                                    
                                    By: /s/ Russell Platt                      
                                        ---------------------------------------
                                    Name:   Russell Platt                      
                                            -----------------------------------
                                    Title: Managing Director                   
                                           ------------------------------------





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                                                                      SCHEDULE A

                                MSAM PURCHASERS


Stichting Pensioenfonds ABP
Stichting Bedrijfspensioenfonds voor de Metaalnijverheid
Morgan Stanley Real Estate Special Situations Fund II, L.P.
Morgan Stanley Real Estate Special Situations Fund I, L.P.





                                       18