Exhibit 10.2


TRANSITIONAL
SHARED FACILITIES AND SERVICES AGREEMENT


          THIS
TRANSITIONAL SHARED FACILITIES AND SERVICES AGREEMENT (this “Agreement”), dated as of October
20, 2009, is entered into by NRDC Real Estate Advisors, LLC, a Delaware
limited company (“NRDC”)
and NRDC Acquisition Corp., a Delaware corporation (the “Company”). 


          WHEREAS,
the Company desires to utilize the information technology, office space,
personnel and other resources of NRDC that may be necessary or appropriate for
the Company to perform its business, and NRDC is willing to make such personnel
information technology, office space, personnel and other resources available
for the Company’s use.


          NOW,
THEREFORE, in consideration of the mutual promises set forth below, the parties
hereby agree as follows:


          1.  
Services Provided. During the term of this Agreement, NRDC shall provide
the Company with information technology, certain office space at 3
Manhattanville Road, Purchase, NY 10577, personnel and other resources
necessary or appropriate for the Company to perform its business (collectively,
the “Resources”).


          2.  
Personnel. All NRDC personnel who provide services hereunder shall be
employees of NRDC or its affiliates, and shall not be employees of the Company.
NRDC shall provide the Company with personnel necessary for the Company to (i)
source, structure, execute and manage properties which the Company acquires,
and (ii) perform corporate operations, legal, compliance and governance functions.
The Company shall have no right to specify the actual person or persons who
will perform services for the Company under this Agreement. Office personnel
shall be advised that, while providing services to the Company, they are to
follow the directions of the officers of the Company and are to act in the best
interests of the Company.


          3.  
Charges for Services.


          (a)
Resources Fee. For the services rendered under this Agreement, the
Company shall pay NRDC US$7,500 (the “Resources Fee”) monthly in arrears
commencing with the month in which this Agreement was executed (with such
initial payment pro-rated based on the number of days during such quarter that
this Agreement was in effect). The parties acknowledge that the Resources Fee
is intended to compensate NRDC for the costs and expenses of its personnel and
any related overhead costs incurred in providing Resources to the Company
pursuant to this Agreement.


          (b)
Office Personnel. The Company shall have no obligation to reimburse NRDC
or its affiliates for the salary, bonus, benefit and other compensation costs
of the personnel of NRDC and its affiliates who provide services to the Company
under this Agreement.


          4.  
Term. The term of this Agreement shall begin as of the date hereof and
it shall extend until October 20, 2010 (the “Initial Term”). At the expiration
of the Initial Term, the term shall, at the option of the Company, be extended
for one additional year. 


          5.  
Miscellaneous.


          (a)
All provisions of this Agreement shall be binding upon the parties hereto,
their respective successors, legal representatives and assigns. No party shall
have the right to assign all or any portion of






its obligations under or
interest in this Agreement, except monies which may be due pursuant hereto,
without the prior written consent of all other parties.


          (b)
No waiver by any party hereto of any of its rights under this Agreement shall
be effective unless in writing and signed by an officer of the party waiving
such right. No waiver of any breach of this Agreement shall constitute a waiver
of any subsequent breach, whether or not of the same nature. This Agreement may
not be modified except by a writing signed by each of the parties hereto.


          (c)
This Agreement constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and cancels and supersedes any and all
prior written or oral contracts or negotiations between the parties hereto with
respect to the subject matter hereof.


          (d)
This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed and interpreted in accordance with
the laws of the State of New York, without regard to conflicts of law
principles thereof.


          (e)
The descriptive headings of the several sections hereof are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.


          (f)
Any notice, request or other communication required or permitted in this
Agreement shall be in writing and shall be sufficiently given if hand-delivered
to the applicable party at 3 Manhattanville Road Purchase, New York 10577.


          (g)
Wherever possible each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


[Signature Page
Follows]


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          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their respective names by their duly authorized representatives as of the
date first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NRDC ACQUISITION CORP.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Richard A. Baker

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Richard A. Baker

 	
  

 
	
  

 	
  

 	
 Title: Chief Executive Officer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NRDC REAL ESTATE ADVISORS, LLC

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Richard A. Baker

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name: Richard A. Baker

 	
  

 
	
  

 	
  

 	
 Title: Chief Executive Officer

 	
  

 


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