FIRST
      AMENDMENT TO MASTER REPURCHASE AGREEMENT

    (VFCC/NorthStar)

    


    THIS
      FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT,
      dated
      as of May 24, 2007
      (this “Amendment
      No. 1”),
      is
      entered into by and among NRFC
      WA HOLDINGS, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC”),
      NRFC
      WA HOLDINGS II, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC II”),
      NRFC
      WA HOLDINGS VII, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC VII”),
      NRFC
      WA HOLDINGS X, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC X”),
      NRFC
      WA HOLDINGS XI, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC XI”),
      NRFC
      WA HOLDINGS XII, LLC,
      as a
      seller (together with its successors and permitted assigns, “NRFC XII”,
      and,
      together with NRFC, NRFC II, NRFC VII, NRFC X and NRFC XI,
      the “Seller”),
      VARIABLE
      FUNDING CAPITAL COMPANY LLC,
      as a
      purchaser (together with its successors and assigns, “VFCC”),
      WACHOVIA
      BANK, NATIONAL ASSOCIATION,
      as the
      swingline purchaser (together with its successors and assigns in such capacity,
      the “Swingline
      Purchaser”,
      and,
      together with VFCC, the “Purchaser”),
      WACHOVIA
      CAPITAL MARKETS, LLC,
      as the
      deal agent for the Secured Parties (together with its successors and assigns
      in
      such capacity, the “Deal
      Agent”),
      NORTHSTAR
      REALTY FINANCE CORP,
      as a
      guarantor (together with its successors and permitted assigns, “NorthStar”),
      and
NORTHSTAR
      REALTY FINANCE L.P.,
      as a
      guarantor (together with its successors and permitted assigns, the “Operating
      Partnership”,
      and,
      together with NorthStar, the “Guarantor”),
      and
      consented to by NRFC
      SUB-REIT CORP.,
      as the
      pledgor (together with its successors and permitted assigns, the “Pledgor”).
      Capitalized terms used and not otherwise defined herein shall have the meanings
      given to such terms in the Repurchase Agreement (as defined below).

    


    RECITALS

    


    WHEREAS,
      the
      Seller, the Guarantor, the Purchaser and the Deal Agent are parties to that
      certain Master Repurchase Agreement, dated as of May 14, 2007, (as amended
      by this Amendment No. 1, the “Repurchase
      Agreement”);
      

    


    WHEREAS,
      the
      Seller and the Guarantor desire to make certain modifications to the Repurchase
      Documents;

    


    WHEREAS,
      the
      Purchaser and the Deal Agent are willing to modify the Repurchase Documents
      as
      requested by the Seller and the Guarantor on the terms and conditions specified
      herein; and

    


    WHEREAS,
      the
      Pledgor is a party to other Repurchase Documents and related agreements that
      may
      be affected, directly or indirectly, by this Amendment No. 1 and desires to
      evidence its agreement to the amendments and modifications set forth
      herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    NOW
      THEREFORE,
      in
      consideration of the foregoing recitals, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto, intending to be legally bound, agree as follows:

    


    Section
      1. Amendment
      to Repurchase Agreement.
      

    


    The
      definition of “Maximum Amount” contained in Subsection 1.1(b)
      to the
      Repurchase Agreement is hereby amended and restated in its entirety as
      follows:

    


    ““Maximum
      Amount”:
      Means
      $800,000,000; provided,
      however,
      after
      the Temporary Increase Period, (a) in the event Purchased Assets are
      repurchased and sold into the CDO Securitization Transaction on or prior to
      the
      Temporary Increase Expiration Date and the Seller repays the Temporary Increase
      Indebtedness plus all accrued and unpaid Price Differential thereon and all
      related Breakage Costs on or before the Temporary Increase Expiration Date,
      the
      Maximum Amount shall be $400,000,000 and (b) in the event the Seller does
      not satisfy clause (a)
      of this
      definition, the Maximum Amount shall equal the sum of $400,000,000 and the
      highest Temporary Increase Amount, provided that such Maximum Amount shall
      be
      reduced to (i) within six (6) months of the Temporary Increase
      Expiration Date, $600,000,000, (ii) within twelve (12) months of the
      Temporary Increase Expiration Date, $550,000,000 and (iii) within eighteen
      (18) months of the Temporary Increase Expiration Date, $500,000,000;
provided,
      further,
      however,
      on and
      after the Facility Maturity Date, the Maximum Amount shall mean the aggregate
      Purchase Price outstanding for all Transactions.”

    


    Section
      2. [Reserved].

    


    Section
      3. Repurchase
      Documents in Full Force and Effect as Modified.

    


    Except
      as
      specifically modified hereby, the Repurchase Documents shall remain in full
      force and effect. All references to any Repurchase Document shall be deemed
      to
      mean each Repurchase Document as modified by this Amendment No. 1. This
      Amendment No. 1 shall not constitute a novation of the Repurchase
      Documents, but shall constitute a modification thereof. The parties hereto
      agree
      to be bound by the terms and conditions of the Repurchase Documents, as modified
      by this Amendment No. 1, as though such terms and conditions were set forth
      herein.

    


    Section
      4. Representations. 

    


    Each
      of
      the Seller, the Guarantor and the Pledgor represent and warrant, as of the
      date
      of this Amendment No. 1, as follows:

    


    (a) it
      is
      duly incorporated or organized, validly existing and in good standing under
      the
      laws of its jurisdiction of organization and each jurisdiction where it conducts
      business;

    


    (b) the
      execution, delivery and performance by it of this Amendment No. 1 is within
      its corporate, company or partnership powers, has been duly authorized and
      does
      not contravene (1) its Authority Documents or its applicable resolutions,
      (2) any Applicable Law or (3) any Contractual Obligation, Indebtedness
      or Guarantee Obligation;

    


    (c) no
      consent, license, permit, approval or authorization of, or registration, filing
      or declaration with, any Governmental Authority or other Person is required
      in
      connection with the execution, delivery, performance, validity or enforceability
      by or against it of this Amendment No. 1;

    


    (d) this
      Amendment No. 1 has been duly executed and delivered by it;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (e) this
      Amendment No. 1, as well as each of the Repurchase Documents as modified by
      this Amendment No. 1, constitutes its legal, valid and binding obligation,
      enforceable against it in accordance with its terms, except as enforceability
      may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or similar laws affecting the enforcement of creditors’ rights generally or by
      general principles of equity; 

    


    (f) no
      Default or Event of Default exists or will exist after giving effect to this
      Amendment No. 1; and

    


    (g) each
      of
      the Repurchase Documents is in full force and effect and neither the Seller,
      the
      Guarantor nor the Pledgor has any defense, offset, counterclaim, abatement,
      right of rescission or other claims, legal or equitable, available to the
      Seller, the Guarantor, the Pledgor or any other Person with respect to this
      Amendment No. 1, the Repurchase Agreement, the Repurchase Documents or any
      other instrument, document and/or agreement described herein or therein, as
      modified and amended hereby, or with respect to the obligation of the Seller
      and
      the Guarantor to repay the Obligations and other amounts due under the
      Repurchase Documents.

    


    Section
      5. Conditions
      Precedent.

    


    The
      effectiveness of this Amendment No. 1 is subject to the following
      conditions precedent: (i) delivery
      to the Deal Agent of this Amendment No. 1 duly executed by each of the
      parties hereto; (ii) the payment of all reasonable legal fees and expenses
      of Moore & Van Allen PLLC, as counsel to the Deal Agent, in the amount to be
      set forth on a separate invoice; and (iii) such other documents, agreements
      or certifications as the Deal Agent may reasonably require.

    


    Section
      6. Miscellaneous.

    


    (a) This
      Amendment No. 1 may be executed in any number of counterparts (including by
      facsimile), and by the different parties hereto on the same or separate
      counterparts, each of which shall be deemed to be an original instrument but
      all
      of which together shall constitute one and the same agreement.

    


    (b) The
      descriptive headings of the various sections of this Amendment No. 1 are
      inserted for convenience of reference only and shall not be deemed to affect
      the
      meaning or construction of any of the provisions hereof.

    


    (c) This
      Amendment No. 1 may not be amended or otherwise modified, waived or
      supplemented except as provided in the Repurchase Agreement.

    


    (d) The
      interpretive provisions of Section 1.2
      of the
      Repurchase Agreement are incorporated herein mutatis mutandis.

    


    (e) This
      Amendment No. 1 represents the final agreement among the parties and may
      not be contradicted by evidence of prior, contemporaneous or subsequent oral
      agreements between the parties. There are no unwritten oral agreements between
      the parties.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (f) THIS
      AMENDMENT NO. 1
      AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT NO. 1
      SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
      PROVISIONS.

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Amendment No. 1 to be executed by their respective
      officers thereunto duly authorized, as of the date first above
      written.


    
      	 	 	 	 
	THE
              SELLERS:	 	 	NRFC
              WA
              HOLDINGS, LLC,
	 	 	 	a Delaware limited liability
              company
	 	 	 	 
	 	 	 	By: 
              /s/
              Daniel R. Gilbert
	
            	 	 	
              
                

              

              Name: 
                Daniel R. Gilbert

            
	
            	 	 	
              Title: Executive
                Vice President

            
	 	 	 	
               

            
	 	 	 	
              Address
                for Notices:

              


              NRFC
                WA Holdings, LLC

              c/o
                NorthStar Realty Finance Corp.

              399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	 
	 	 	 	Attention:	
              Andy Richardson

              Al
                Tylis, Esq.

              Daniel
                R. Gilbert

            
	 	 	 	Facsimile No.: 	
              (212)
                547-2700

            
	 	 	 	Confirmation No.: 	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	 
	 	 	 	
              with
                a copy to:

              


              Paul
                Hastings Janofsky & Walker LLP

              75
                East 55th
                Street

              New
                York, New York 10022

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212)
              230-7830
	 	 	 	Confirmation No.: 	(212)
              318-6923


    

    


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	THE
              SELLERS (cont.):	 	 	NRFC
              WA
              HOLDINGS II, LLC,
	 	 	 	a Delaware limited liability
              company
	 	 	 	 
	 	 	 	By: 
/s/
              Daniel R. Gilbert
	
            	 	 	
              
                

              

              Name: 
                Daniel R. Gilbert

            
	
            	 	 	
              Title: Executive
                Vice President

            
	 	 	 	
               

            
	 	 	 	
              Address
                for Notices:

              


              NRFC
                WA Holdings II, LLC

              c/o
                NorthStar Realty Finance Corp.

              399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	 
	 	 	 	Attention:	
              Andy
                Richardson 
                Al
                  Tylis, Esq.

                Daniel
                  R. Gilbert

              

            
	 	 	 	Facsimile No.: 	
              (212)
                547-2700

            
	 	 	 	Confirmation No.: 	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	 
	 	 	 	
              
                with
                  a copy to:

                


                Paul
                  Hastings Janofsky & Walker LLP

                75
                  East 55th
                  Street

                New
                  York, New York 10022

              

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212)
              230-7830
	 	 	 	Confirmation No.: 	(212)
              318-6923


    

     

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        S-2

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	THE
              SELLERS (cont.):	 	 	NRFC
              WA HOLDINGS VII, LLC,
              a
                Delaware limited liability company

            
	 	 	 	 
	 	 	 	By: 
               /s/
              Daniel R. Gilbert
	
            	 	 	
              
                

              
Name: 
              Daniel R. Gilbert
	
            	 	 	Title: Executive
              Vice President
	 	 	 	 
	 	 	 	
              Address
                for Notices:

              


              NRFC
                WA Holdings VII, LLC

              c/o
                NorthStar Realty Finance Corp.

              399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	Attention:	Andy Richardson
              Al
                Tylis, Esq.

              Daniel
                R. Gilbert

            
	 	 	 	Facsimile No.: 	(212) 547-2700
	 	 	 	Confirmation No.: 	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	 
	 	 	 	with a copy to:
	 	 	 	 
	 	 	 	
              Paul
                Hastings Janofsky & Walker LLP

              75
                East 55th
                Street

              New
                York, New York 10022

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212) 230-7830
	 	 	 	Confirmation No.: 	(212)
              318-6923


    

    


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        S-3

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	THE SELLERS
              (cont.):	 	 	NRFC WA HOLDINGS
              X,
              LLC,
              a
                Delaware limited liability company

            
	 	 	 	 
	 	 	 	By: 
              /s/
              Daniel R. Gilbert
	
            	 	 	
              
                

              
Name: 
              Daniel R. Gilbert
	
            	 	 	Title: Executive
              Vice President
	 	 	 	 
	 	 	 	
              Address
                for Notices:

              


              NRFC
                WA Holdings X, LLC

              c/o
                NorthStar Realty Finance Corp.

              399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	 
	 	 	 	Attention: 	Andy Richardson
              Al
                Tylis, Esq.

              Daniel
                R. Gilbert

            
	 	 	 	Facsimile
              No.:	(212) 547-2700
	 	 	 	Confirmation No.: 	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	 
	 	 	 	
              with
                a copy to:

              


              Paul
                Hastings Janofsky & Walker LLP

              75
                East 55th
                Street

              New
                York, New York 10022

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212) 230-7830
	 	 	 	Confirmation No.: 	(212)
              318-6923


    

     

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        S-4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	THE SELLERS
              (cont.):	 	 	NRFC
              WA HOLDINGS XI, LLC,
              a
                Delaware limited liability company

            
	 	 	 	 
	 	 	 	By: 
              /s/
              Daniel R. Gilbert
	
            	 	 	
              
                

              
Name: 
              Daniel R. Gilbert
	
            	 	 	Title: Executive
              Vice President
	 	 	 	 
	 	 	 	
              Address
                for Notices:

               

              
                NRFC
                  WA Holdings XI, LLC
c/o
                NorthStar Realty Finance Corp.

              399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	 
	 	 	 	Attention: 	Andy Richardson
              Al
                Tylis, Esq.

              Daniel
                R. Gilbert

            
	 	 	 	Facsimile
              No.:	(212) 547-2700
	 	 	 	Confirmation No.: 	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	 
	 	 	 	
              with
                a copy to:

              


              Paul
                Hastings Janofsky & Walker LLP

              75
                East 55th
                Street

              New
                York, New York 10022

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212) 230-7830
	 	 	 	Confirmation No.: 	(212)
              318-6923


    

     

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        S-5

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	THE SELLERS
              (cont.):	 	 	NRFC WA HOLDINGS
              XII,
              LLC,
              a
                Delaware limited liability company

            
	 	 	 	 
	 	 	 	By: 
              /s/
              Daniel R. Gilbert
	
            	 	 	
              
                

              
Name: 
              Daniel R. Gilbert
	
            	 	 	Title: Executive
              Vice President
	 	 	 	 
	 	 	 	
              Address
                for Notices:

              


              
                NRFC
                  WA Holdings XII, LLC
c/o
                NorthStar Realty Finance Corp.

              399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	 
	 	 	 	Attention: 	Andy Richardson
              Al
                Tylis, Esq.

              Daniel
                R. Gilbert

            
	 	 	 	Facsimile
              No.:	(212) 547-2700
	 	 	 	Confirmation No.: 	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	 
	 	 	 	
              with
                a copy to:

              


              Paul
                Hastings Janofsky & Walker LLP

              75
                East 55th
                Street

              New
                York, New York 10022

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212) 230-7830
	 	 	 	Confirmation No.: 	(212)
              318-6923


    

     

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              THE
                PURCHASERS:

            	 	 	
              VARIABLE
                FUNDING CAPITAL COMPANY LLC,

            
	 	 	 	
              as
                a Purchaser

            
	 	 	 	 
	 	 	 	
              
                
                  By:
                    Wachovia
                    Capital Markets, LLC, 

                

              

              as
                attorney-in-fact

            
	 	 	 	 
	 	 	 	By: 
              /s/
              Douglas R. Wilson, Sr.
	
            	 	 	
              
                

              

              Name: 
                Douglas R. Wilson, Sr.

              Title: 
                Director

            
	 	 	 	 
	
            	 	 	
              Variable
                Funding Capital Company LLC

              c/o
                Wachovia Capital Markets, LLC

              One
                Wachovia Center, Mail Code: TW10

              301
                South College Street

              Charlotte,
                North Carolina 28288

            
	 	 	 	Attention: 	Conduit Administration
	 	 	 	Facsimile No.:	(704) 383-9579
	 	 	 	Confirmation No.:	(704) 374-2520
	 	 	 	 
	 	 	 	
              with
                a copy to:

              


              Wachovia
                Capital Markets, LLC

              One
                Wachovia Center, Mail Code: NC0166

              301
                South College Street

              Charlotte,
                North Carolina 28288

            
	 	 	 	Attention:	Joseph F. Cannon
	 	 	 	Facsimile No.:	(704) 715-0066
	 	 	 	Confirmation No.:	(704)
              383-2324


    

     

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              THE
                PURCHASERS (cont.):

            	 	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION

            
	 	 	 	
              as
                the Swingline Purchaser

            
	 	 	 	 
	 	 	 	
              By: 
                /s/
                Joseph F. Cannon

            
	
            	 	 	
              
                

              

              Name: 
                Joseph F. Cannon

              Title: 
                Vice President

            
	 	 	 	 
	
            	 	 	
              Wachovia
                Bank, National Association

              One
                Wachovia Center, Mail Code: NC0166

              301
                South College Street

              Charlotte,
                North Carolina 28288

            
	 	 	 	Attention: 	Joseph F. Cannon
	 	 	 	Facsimile No.:	(704) 715-0066
	 	 	 	Confirmation No.: 	(704)
              383-2324


    

     

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        S-8

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	THE
              DEAL AGENT: 	 	 	WACHOVIA
              CAPITAL MARKETS, LLC
	 	 	 	 
	 	 	 	
              By: 
                /s/
                Joseph F. Cannon

            
	
            	 	 	
              
                

              

              Name: 
                Joseph F. Cannon

              Title: 
                Vice President

            
	 	 	 	 
	
            	 	 	
              Wachovia
                Capital Markets, LLC

              One
                Wachovia Center, Mail Code: NC0166

              301
                South College Street

              Charlotte,
                North Carolina 28288

            
	 	 	 	Attention: 	Joseph F. Cannon
	 	 	 	Facsimile No.:	(704) 715-0066
	 	 	 	Confirmation No.: 	(704)
              383-2324


    

    


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	THE GUARANTORS:	 	 	NORTHSTAR
              REALTY FINANCE CORP., 
              a
                Maryland corporation

            
	 	 	 	 
	 	 	 	
              By: 
                /s/
                Daniel R. Gilbert

            
	
            	 	 	
              
                

              

              Name: 
                Daniel R. Gilbert

              Title: Executive
                Vice President

            
	 	 	 	 
	
            	 	 	
              NorthStar
                Realty Finance Corp.

              399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	Attention:	Andy Richardson
              Al
                Tylis, Esq.

              Daniel
                R. Gilbert

            
	 	 	 	Facsimile No.: 	(212) 547-2700
	 	 	 	Confirmation No.: 	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	
              with
                a copy to:

              


              Paul
                Hastings Janofsky & Walker LLP

              75
                East 55th
                Street

              New
                York, New York 10022

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212) 230-7830
	 	 	 	Confirmation No.:	(212)
              318-6923


    

     

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        S-10

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	
              THE
                GUARANTORS (cont.):

            	 	 	NORTHSTAR
              REALTY FINANCE L.P., 
              a
                Delaware limited partnership, 

            
	 	 	 	 
	 	 	 	
              By:
                NorthStar
                Realty Finance Corp., 

              a
                Maryland corporation, its general partner

            
	 	 	 	 
	 	 	 	
              By: 
                /s/
                Daniel R. Gilbert

            
	
            	 	 	
              
                

              

              Name: 
                Daniel R. Gilbert

              Title: Executive
                Vice President

            
	 	 	 	 
	
            	 	 	
              
                NorthStar
                  Realty Finance L.P.

                c/o
                  NorthStar Realty Finance Corp.
399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	Attention:	Andy Richardson
              Al
                Tylis, Esq.

              Daniel
                R. Gilbert

            
	 	 	 	Facsimile No.: 	(212) 547-2700
	 	 	 	Confirmation No.: 	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	
              with
                a copy to:

              


              Paul
                Hastings Janofsky & Walker LLP

              75
                East 55th
                Street

              New
                York, New York 10022

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212) 230-7830
	 	 	 	Confirmation No.:	(212)
              318-6923


    

    


    [Signatures
      Continued on the Following Page]

     

    
      
        
        

      

      
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    Acknowledged
      and Agreed to:

    
      	 	 	 	 
	THE
              PLEDGOR:	 	 	NRFC
              SUB-REIT CORP., 
              a
                Maryland corporation

            
	 	 	 	 
	 	 	 	
              By:
                 /s/
                Daniel R. Gilbert

            
	
            	 	 	
              
                

              

              Name: 
                Daniel R. Gilbert

              Title: Executive
                Vice President

            
	 	 	 	 
	
            	 	 	
              NRFC
                Sub-REIT Corp.

              c/o
                NorthStar Realty Finance Corp.

              399
                Park Avenue, 18th floor

              New
                York, New York 10022

            
	 	 	 	Attention:	Andy Richardson
              Al
                Tylis, Esq.

              Daniel
                R. Gilbert

            
	 	 	 	Facsimile No.:	(212) 547-2700
	 	 	 	Confirmation No.:	(212) 547-2650
              (212)
                547-2641

              (212)
                547-2680

            
	 	 	 	 
	 	 	 	
              with
                a copy to:

              


              Paul
                Hastings Janofsky & Walker LLP

              75
                East 55th
                Street

              New
                York, New York 10022

            
	 	 	 	Attention:	Robert J. Grados, Esq.
	 	 	 	Facsimile No.:	(212) 230-7830
	 	 	 	Confirmation No.:	(212)
              318-6923


    

     

    
      
        
        

      

      
        S-12