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EXHIBIT 1.1

AMB PROPERTY, L.P.

MEDIUM-TERM NOTES

TERMS AGREEMENT

March 2, 2001

AMB Property, L.P.
Pier 1, Bay 1
San Francisco, California 94111

Attention: General Counsel

Re: Distribution Agreement dated August 15, 2000 (the "Distribution
Agreement") between AMB Property, L.P. and Morgan Stanley & Co.
Incorporated and the other Agents named therein

We agree to purchase your fixed rate Medium-Term Notes (the "Notes")
having the following terms:

Principal Amount: $50,000,000 Settlement Date: March 7, 2001

Specified Currency: United States Dollars

Maturity Date: March 7, 2011

Form: Book Entry Trade Date: March 2, 2001

Interest Payment Dates: March 15 and September 15, Agent's Commission or Discount:
commencing September 15, 2001

Redemption and Repayment: Not subject Net Proceeds to Issuer: 99.375% ($49,687,500)
to redemption or repayment prior to maturity
Authorized Denomination: $1,000 and integral
Price to Public: 100% of principal amount multiples thereof

Interest Rate: 7.00% Regular Record Dates: February 28 and August 31,
commencing August 31, 2001

Other/Additional Terms:

THE NOTES WILL INITIALLY BE LIMITED TO $50,000,000
IN AGGREGATE PRINCIPAL AMOUNT. AMB PROPERTY, L.P. MAY
CREATE AND ISSUE ADDITIONAL NOTES WITH THE SAME TERMS AS THE
NOTES ISSUED HEREUNDER SO THAT THE ADDITIONAL NOTES WILL BE
COMBINED WITH THIS INITIAL ISSUANCE OF NOTES.

With respect to this issuance only, for all purposes with respect to
the Notes and the Guarantees and the purchase and issuance thereof, we shall be
deemed to be a party to and an Agent under the Distribution Agreement, as
reflected on the letter attached as Schedule I hereto, and shall, without
limitation of the foregoing, be entitled to the benefit of the representations,
warranties, covenants and agreements of AMB Property, L.P. and AMB Property
Corporation contained therein. The provisions of Sections 1, 2(b), 2(c), 3
through 6, and 9 through 13 of the Distribution Agreement and the related
definitions are incorporated by reference herein and shall be deemed to have the
same force and effect as if set forth in full herein.

This Terms Agreement may be terminated at any time by any party upon
the giving of written notice of such termination to the other parties herein,
but without prejudice to any rights, obligations or liabilities of any party
hereto accrued or incurred prior to such termination. The termination of the
Distribution Agreement shall not require termination of this Terms Agreement,
and the termination of this Terms Agreement shall not require termination of the
Distribution Agreement. This Agreement is also subject to termination on the
terms incorporated by reference herein. If this Agreement is terminated, the
provisions of Sections 3(h), 6, 9, 10 and 13 of the Distribution Agreement shall
survive for the purposes of this Agreement.

On the Settlement Date, the following information, opinions,
certificates, letters and documents referred to in Section 4 of the Distribution
Agreement shall be delivered to First Union Securities, Inc. ("First Union"):
(i) reliance letter of Latham & Watkins permitting First Union to rely the
opinion of Latham & Watkins, dated December 19, 2000, addressed to the Agents
therein, (ii) reliance letter of Tamra D. Browne, General Counsel to AMB
Property, L.P., permitting First Union to rely upon the opinion of Tamra D.
Browne, dated December 19, 2000, addressed to the Agents therein, (iii)
certificate on behalf of the AMB Property Corporation referred to in Section
4(c), (iv) and reliance letter of Arthur Andersen LLP permitting First Union to
rely on the comfort letter of Arthur Andersen LLP, dated December 19, 2000,
addressed to the Agents therein. In addition, a certificate of the Secretary of
AMB Property, L.P. and AMB Property Corporation shall be delivered to First
Union.

FIRST UNION SECURITIES, INC.

By: /s/ WILLIAM INGRAM
--------------------------
Name: William Ingram
Title: Managing Director

ACCEPTED AND AGREED

AMB PROPERTY, L.P.

By: AMB Property Corporation,
its General Partner

By: /s/ DAVID S. FRIES
--------------------------------
Name: David S. Fries
Title: Executive Vice President

AMB PROPERTY CORPORATION

By: /s/ DAVID S. FRIES
--------------------------------
Name: David S. Fries
Title: Executive Vice President

Schedule I

March 2, 2001

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, N.Y. 10036

and

the other Agents listed on
Exhibit A hereto

Re: Addition of First Union Securities, Inc. as Agent under
Distribution Agreement

Dear Sirs:

We hereby notify you that we have added First Union Securities, Inc.
("First Union") as an Agent under the Distribution Agreement dated August 15,
2000 between the Agents set forth on Schedule II thereto, AMB Property, L.P. and
AMB Property Corporation (the "Distribution Agreement") with respect to the sale
(the "Sale") of $50,000,000 principal amount of medium-term notes to First Union
as principal. First Union has been added as an Agent only with respect to the
Sale. This notice shall constitute a supplement to the Distribution Agreement.

By signing below, the undersigned Agents under the Distribution
Agreement hereby waive the notice specified in Section 11 of the Distribution
Agreement with respect to such addition of First Union as an Agent as set forth
above.

AMB PROPERTY, L.P.

By: AMB Property Corporation,
its General Partner

By: /s/ David S. Fries
----------------------------------
Name: David S. Fries
Title: Executive Vice President

AMB PROPERTY CORPORATION

By: /s/ David S. Fries
--------------------------------------
Name: David S. Fries
Title: Executive Vice President

Accepted and Acknowledged:

Morgan Stanley & Co. Incorporated

By: /s/ Michael Fusco
----------------------------------
Name: Michael Fusco
Its: Principal

Banc of America Securities LLC

By: /s/ Lynn T. McConnell
----------------------------------
Name: Lynn T. McConnell
Its: Managing Director

Banc One Capital Markets, Inc.

By: /s/ Katherine Cokic
----------------------------------
Name: Katherine Cokic
Its: Associate Director

Chase Securities Inc.

By: /s/ Maria Sramek
----------------------------------
Name: Maria Sramek
Its: Vice President

Merrill Lynch, Pierce, Fenner & Smith Incorporated

By: /s/ Scott G. Primrose
----------------------------------
Name: Scott G. Primrose
Its: Authorized Signatory

J.P. Morgan Securities Inc.

By: /s/ Maria Sramek
----------------------------------
Name: Maria Sramek
Its: Vice President

Salomon Smith Barney Inc.

By: /s/ Martha D. Bailey
----------------------------------
Name: Martha D. Bailey
Its: First Vice President

Exhibit A

Banc of America Securities LLC
101 North Tryon Street
7th Floor
Charlotte, N.C. 28255

Banc One Capital Markets, Inc.
1 Bank One Plaza
Chicago, IL. 60670

Chase Securities Inc.
270 Park Avenue
New York, N.Y. 10017

Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
North Tower
250 Vesey Street
New York, N.Y. 10281

J.P. Morgan Securities Inc.
60 Wall Street
New York, N.Y. 10260

Salomon Smith Barney Inc.
388 Greenwich Street
32nd Floor
New York, N.Y. 10013