Exhibit 10.11

                             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 Arthur H. Goldberg, a trustee 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 of the Trust,   was   previously  a
trustee and/or 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/or  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 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 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 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 and expenses,  including,  without
limitation,  the reasonable  fees and expenses of accountants  and legal counsel
(collectively,  "Expenses"),  incurred in connection



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with any  Member  Audit in an amount not to exceed  $50,000  (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.

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     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]


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      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


                              ARTHUR H. GOLDBERG


                              /s/ Arthur H. Goldberg
                              ----------------------