**Exhibit 10.1****AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT**     This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made this 31st dayof March, 2007 by and between (i) Mark R. Keller (the “Executive”) and (ii) Republic PropertyTrust, a Maryland real estate investment trust (the “Company”).     **WHEREAS,**the Executive and the Company are parities to that certain Employment Agreement datedas of December 20, 2005 (the “Employment Agreement”), pursuant to which the Company employed theExecutive on the terms and conditions set forth therein;     **WHEREAS,**the Executive has requested that the Company amend the Employment Agreement to (i)align the Employment Agreement with the employment agreements of the other executive officers withrespect to the severance payment calculated pursuant to Paragraph 4(c) of the Employment Agreementand (ii) provide the Executive with an excess life insurance policy;     **WHEREAS,**on February 28, 2007, the Company’s Compensation Committee of the Board of Trusteesagreed to amend the Employment Agreement on the terms and conditions set forth herein.     **NOW, THEREFORE**, in consideration of the foregoing premises, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending tobe legally bound by the Amendment, the parties hereto agree as follows:     **1. ****Definitions; Preamble****.**Capitalized terms and phrases used herein withoutdefinition shall have the meanings assigned to such terms and phrases in the Employment Agreement.The Preamble hereto is hereby incorporated herein and, by this reference, made a substantive parthereof.     **2. ****Amendments to Employment Agreement****.**As of the date first written above, theEmployment Agreement is hereby amended as follows:“**2.****Compensation****.**Paragraph 2 is amended by adding the following new paragraph2(f) at the end thereof:(f) Additional Benefits. In addition to the benefits providedpursuant to this paragraph 2, the Company shall pay for life insurancecoverage on Executive’s life with a minimum benefit of One MillionDollars ($1,000,000), provided that the Company is able to obtain a lifeinsurance policy at reasonable rates, using commercially reasonableefforts that fully insures this minimum benefit to Executive.
 

 
**4.****Rights Upon Termination****.**Paragraph 4(c) is amended and restated as follows:If the Executive’s employment terminates under circumstances describedin paragraph 3(a) (relating to the Executive’s death), paragraph 3(b)(relating to the Executive’s Disability), paragraph 3(d) (ConstructiveTermination), paragraph 3(g) (termination by the Company for reasonsother than for Cause, death or Disability), or due to non-renewal ofthe Agreement Term by the Company prior to Executive attaining age 62,or under the circumstances described in paragraph 3(h) (terminationsafter Change in Control), then, in addition to the amounts payable inaccordance with paragraph 4(a), the Executive shall receive from theCompany a lump sum cash payment, payable within 30 days of suchtermination, equal to (i) two and one-half (2-1/2) times the total of(A) and (B), where (A) is his Salary then in effect, and (B) is hisAverage Annual Bonus, where “Average Annual Bonus” shall mean theaverage bonus actually paid to the Executive with respect to the priorthree (3) calendar years, or if greater, 100% of his Salary then ineffect; and (ii) a pro-rata Bonus for the portion of the calendar yearelapsed through the Date of Termination based on the amount set forthin clause (B) of this paragraph 4(c). During the 30-month periodbeginning on the Date of Termination of the Executive’s employmentpursuant to paragraph 3(h), the Executive and his family members shallbe entitled to continued participation in all medical, dental,disability, life insurance coverage and any other benefit plans andarrangements, in each case with benefits no less favorable in anymaterial respect than the level of coverage and benefits applicable tothem immediately prior to the Date of Termination, and the Companyshall pay all premium amounts therefor. The 30 months of continuedmedical coverage at the Company’s expense shall run concurrently withthe time period for which the Executive and his family members areentitled to continued medical coverage under the provisions of Section4980B of the Code and Section 601 of ERISA, if applicable, or anysimilar state law continuation coverage requirements. The Executive’srestricted shares and other equity awards shall vest, and any stockoptions and stock appreciation rights shall be exercisable, after theDate of Termination, as set forth at paragraph 2(e)(iv)(A) or (B)hereof, as the case may be.”     **3. ****No Other Changes****.**Except as otherwise expressly provided by this Amendment, all ofthe terms, conditions and provisions of the Employment Agreement remain unaltered and in full forceand effect. The Employment Agreement and this Amendment shall be read and construed as oneagreement. The making of the amendments in this Amendment does not imply any obligation oragreement by the Company to make any other amendment, waiver, modification or consent as to anymatter on any subsequent occasion.
 

 
     **4. ****Governing Law****.**This Amendment shall be governed by and construed in accordancewith the laws of the District of Columbia, without regard to the principles of conflict of laws.     **5. ****Assignment****.**This Amendment shall be binding upon and inure to the benefit of eachof the parties hereto and their respective permitted successors and assigns.     **6. ****Counterparts****.**This Amendment may be executed in any number of counterparts, butall such counterparts shall together constitute but one and the same agreement. In making proof ofthis Amendment, it shall not be necessary to produce or account for more than one counterpartthereof signed by each of the parties hereto.     **IN WITNESS WHEREOF,**the undersigned have duly executed and delivered this Amendment as of thedate first set forth above.                             /s/ Mark. R. Keller   Name:  Mark R. Keller       REPUBLIC PROPERTY TRUST