Exhibit 10.10


                             REIMBURSEMENT AGREEMENT
                             -----------------------

     THIS REIMBURSEMENT AGREEMENT (the "AGREEMENT"), dated as of March 24, 2004,
is between  Atlantic Realty Trust, a Maryland real estate  investment trust (the
"TRUST"),  and Joel M.  Pashcow,  a  trustee  and  officer  of the  Trust,  (the
"MEMBER").

          WHEREAS,  the United States Internal Revenue Service (the "IRS") is in
the  process of  auditing  certain  of the income tax  returns of the Trust (the
"TRUST AUDIT"); and

          WHEREAS,  the  Member,  a  trustee  and  officer  of  the  Trust,  was
previously   a  trustee   and   officer  of  RPS   Realty   Trust   ("RPS"),   a
predecessor-in-interest to the Trust; and

          WHEREAS,  RPS was  previously  audited by the IRS (the "RPS AUDIT") in
proceedings that ultimately resulted in a very favorable  settlement for RPS and
the Trust; and

          WHEREAS,  several  allegations  have  been  made  in the  Trust  Audit
proceedings  that were  previously  asserted  in the RPS Audit  proceedings  and
ultimately proved unfounded; and

          WHEREAS,  in the event the Trust  Audit does not  produce  the desired
results the IRS examining  agent is attempting to achieve or ultimately  results
in a  favorable  outcome for the Trust as was  achieved  in the RPS Audit,  such
examining  agent may proceed to conduct or cause to be  conducted  audits of the
personal  taxes of each of the joint trustees and officers of RPS and the Trust,
including the Member (each such audit, a "MEMBER AUDIT"); and

          WHEREAS, while the Member may be entitled to indemnification  relating
to claims, actions or proceedings against the Member solely for his actions as a
trustee or officer of the Trust  pursuant to the Trust's  Declaration  of Trust,
Bylaws and/or Maryland law and is covered by director and officer insurance,  he
believes that this Agreement is desirable to augment such protection in light of
the fact that it may be difficult or impossible to prove that the  initiation of
an audit of his  personal  taxes is directly  connected to (i) his position as a
trustee and officer of the Trust,  (ii) the RPS Audit or (iii) the Trust  Audit;
and

          WHEREAS,  the Board of Trustees of the Trust  believes that the Member
should be indemnified  for certain  expenses  incurred by him in connection with
any  Member  Audit and that in the event the Member is unable to link such audit
to (i) his  position as an officer and trustee of the Trust,  (ii) the RPS Audit
or (iii) the Trust  Audit,  he should  still,  in good  faith,  be  entitled  to
compensation  for  his  incurrence  of  such  expenses  pursuant  a  contractual
obligation of the Trust;

          NOW,  THEREFORE,  in consideration  of the foregoing  premises and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

      1.  REIMBURSEMENT;  PROCEDURE  FOR  REIMBURSEMENT.  (a)  The  Trust  shall
reimburse the Member for all reasonable  fees



<PAGE>


and expenses, including, without limitation, the reasonable fees and expenses of
accountants and legal counsel (collectively, "EXPENSES"), incurred in connection
with any Member  Audit in an amount not to exceed  $50,000.00  (the "FISCAL YEAR
MAXIMUM  AMOUNT")  for each  fiscal  year  during  the  term of this  Agreement.
Notwithstanding  anything to the contrary herein, in the event a Member Audit is
conducted  and it shall be proven that the Member  failed to properly  file such
Member's taxes,  the Trust shall not be required to reimburse the Member for any
(i)  amounts of federal,  New York State or New York City income  taxes found by
the auditors to be delinquent,  due or owing, (ii) interest  associated with the
failure of the Member to make the payments set forth in  subsection  (i) of this
section on or prior to the date on which such payment was due or (iii) penalties
associated  with (x) the Member's  failure to properly file the Member's  taxes,
(y) the  Member's  failure  to make  any tax  payment  on time or (z)  otherwise
incurred  in   connection   with  the  foregoing   subsections   (i)  and  (ii).
Notwithstanding  anything  to the  contrary  herein,  Member  Audits  shall only
include  audits of any Member with respect to tax years  commencing  on or after
January  1,  2000  and  ending  no  later  than one  year  following  the  final
settlement,  termination, dismissal or other conclusion of the Trust Audit (each
a "TAX YEAR").

     (b)  The  Member   shall  provide  to  the  Trust  a  written  request  for
reimbursement  (the  "REIMBURSEMENT  REQUEST") and a statement setting forth the
derivation of the Expenses for which the Member is requesting reimbursement (the
"REIMBURSEMENT INVOICE"). Upon receipt by the Trust of the Reimbursement Request
and the  Reimbursement  Invoice,  the Trust shall  reimburse  the Member for all
Expenses set forth in the Reimbursement Request up to the Maximum Amount, within
thirty (30) days of receipt  thereof;  PROVIDED,  HOWEVER,  such Expense amounts
shall not be paid to the extent such amounts are  contested in good faith by the
Trust ("CONTESTED AMOUNTS").  Any Contested Amounts shall be settled promptly by
the Member and the Trust.  For purposes of this Agreement,  the "MAXIMUM AMOUNT"
shall be the lesser of (i) the amount of the  Reimbursement  Request and (ii) an
amount  equal to (a) the  number  of years  this  Agreement  has been in  effect
multiplied by (b) the Fiscal Year Maximum Amount minus (c) any amount previously
paid to the Member under any previous Reimbursement Request.

      2. TERM.  This  Agreement  shall be  effective  as of the date first above
written  and shall  continue in  existence  until the earlier of (i) three years
following  the filing of any tax return  relating to the final Tax Year to which
the Agreement is  applicable,  unless a Member Audit has been initiated in which
case, until the final settlement,  termination, dismissal or other conclusion of
all  Member  Audits  for each of the Tax  Years and (ii)  termination  by mutual
agreement  of the parties  hereto set forth in writing and signed by the parties
hereto or their successors and assigns.

      3. MODIFICATION. This Agreement may not be amended or modified except by a
written instrument duly executed by the Trust and the Member.

      4. ENTIRE AGREEMENT.  This Agreement  constitutes the entire understanding
of the parties  with respect to the subject  matter  hereof and  supersedes  any
prior or  contemporaneous  understandings,  agreements or  representations by or
between the parties.

      5. BINDING EFFECT. This Agreement shall be binding upon and shall inure to
the benefit of the parties  hereto and the  respective  successors  and assigns,
PROVIDED  HOWEVER that neither party shall be entitled to assign or delegate any
of its rights or duties  hereunder  without  first  obtaining  the express prior
written consent of other party.


                                       2
<PAGE>


      6. COUNTERPARTS.  This Agreement may be executed in multiple counterparts,
each of which shall be deemed an  original,  but all of which,  taken  together,
shall constitute one and the same document.

      7.  HEADINGS.  The  headings in this  Agreement  are  intended  solely for
convenience  of reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

      8. GOVERNING LAW. This Agreement  shall be governed by and construed under
the  laws  of the  state  of New  York,  without  regard  to  conflict  of  laws
principles.

                            [Signature Page Follows]



                                       3
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first above written.

                              ATLANTIC REALTY TRUST

                              By:   /S/ EDWIN R. FRANKEL
                                    -----------------------------------
                                    Name:   Edwin R. Frankel
                                    Title:  Executive Vice President
                                            Chief Financial Officer

                              JOEL M. PASHCOW


                              /S/ JOEL M. PASHCOW
                              -----------------------------------------