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                                                                    Exhibit 10.1

                              AMENDED AND RESTATED
                        MANAGEMENT AND ADVISORY AGREEMENT

      THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of
June 23, 2003 (the "Agreement") by and among NEWCASTLE INVESTMENT CORP., a
Maryland corporation (the "Company"), and FORTRESS INVESTMENT GROUP LLC, a
Delaware limited liability company (together with its permitted assignees, the
"Manager").

                              W I T N E S S E T H :

            WHEREAS, the Company and the Manager entered into that certain
Management and Advisory Agreement, dated as of June 6, 2002 (the "Original
Management Agreement"), as amended on March 4, 2003; and

            WHEREAS, the Company and the Manager desire to amend and restate the
Original Management Agreement in its entirety on the terms and conditions
hereinafter set forth.

            NOW THEREFORE, in consideration of the mutual agreements herein set
forth, the parties hereto agree as follows:

            I. The Original Management Agreement is hereby modified so that all
of the terms and conditions of the aforesaid Original Management Agreement shall
be restated in their entirety as set forth herein.

            II. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns, and shall be
deemed to be effective as of the date hereof.

            III. Any reference in any other document executed in connection with
the Original Management Agreement or this Agreement to the Original Management
Agreement shall be deemed to refer to this Agreement.

            NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS HEREIN SET
FORTH, THE PARTIES HERETO AGREE AS FOLLOWS:
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      SECTION 1. DEFINITIONS. The following terms have the meanings assigned
them:

            (a) "Agreement" means this Management and Advisory Agreement, as
amended from time to time.

            (b) "Board of Directors" means the Board of Directors of the
Company.

            (c) "Code" means the Internal Revenue Code of 1986, as amended.

            (d) "Common Share" means a share of capital stock of the Company now
or hereafter authorized as common voting stock of the Company.

            (e) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (f) "Funds from Operations" is as defined by the National
Association of Real Estate Investment Trusts and means net income (computed in
accordance with GAAP) excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation and amortization on real estate assets, and
after adjustments for unconsolidated partnerships and joint ventures.

            (g) "Governing Instruments" means, with regard to any entity, the
articles of incorporation and bylaws in the case of a corporation, certificate
of limited partnership (if applicable) and the partnership agreement in the case
of a general or limited partnership or the articles of formation and the
operating agreement in the case of a limited liability company.

            (h) "Independent Directors" means the members of the Board of
Directors who are not officers or employees of the Manager.

            (i) "Investments" means the investments of the Company.

            (j) "Junior Share" means a share of capital stock of the Company
now or hereafter authorized or reclassified that has dividend rights, or rights
upon liquidation, winding up and dissolution, that are inferior or junior to the
REIT Shares.



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            (k) "Preferred Share" means a share of capital stock of the Company
now or hereafter authorized or reclassified that has dividend rights, or rights
upon liquidation, winding up and dissolution, that are superior or prior to the
REIT Shares.

            (l) "Prospectus" means the prospectus of the Company relating to
the Company's initial public offering of common stock.

            (m) "Real Estate Securities" and "credit sensitive real
estate-related securities" have the respective meanings ascribed to such terms
in the Prospectus.

            (n) "REIT Share" means a share of the Company's Common Shares, par
value $.01 per share. Where relevant in this Agreement, "REIT Shares" includes
shares of the Company's Common Shares, par value $.01 per share, issued upon
conversion of Preferred Shares or Junior Shares.

            (o) "Subsidiary" means any subsidiary of the Company and any
partnership, the general partner of which is the Company or any subsidiary of
the Company and any limited liability company, the managing member of which is
the Company or any subsidiary of the Company.

      SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER.

            (a) The Company hereby appoints the Manager to manage the assets of
the Company subject to the further terms and conditions set forth in this
Agreement and the Manager hereby agrees to use its commercially reasonable
efforts to perform each of the duties set forth herein. The appointment of the
Manager shall be exclusive to the Manager except to the extent that the Manager
otherwise agrees, in its sole and absolute discretion, and except to the extent
that the Manager elects, pursuant to the terms of this Agreement, to cause the
duties of the Manager hereunder to be provided by third parties.

            (b) The Manager, in its capacity as manager of the assets and the
day-to-day operations of the Company, at all times will be subject to the
supervision of the Company's Board of Directors and will have only such
functions and authority as the Company may delegate to it including, without
limitation, the functions and authority identified herein and delegated to the
Manager hereby. The Manager will be responsible for the day-to-day operations of
the Company and will

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perform (or cause to be performed) such services and activities relating to the
assets and operations of the Company as may be appropriate, including, without
limitation:

                (i) serving as the Company's consultant with respect to the
      periodic review of the investment criteria and parameters for Investments,
      borrowings and operations, any modifications to which shall be approved by
      a majority of the independent members of the Board of Directors (such
      policy guidelines as are in effect on the date hereof, as the same may be
      modified with such approval, the "Guidelines") and other policies for
      approval by the Board of Directors;

                (ii) investigation, analysis and selection of investment
      opportunities;

                (iii) with respect to prospective investments by the Company and
      dispositions of Investments, conducting negotiations with real estate
      brokers, sellers and purchasers and their respective agents and
      representatives, investment bankers and owners of privately and publicly
      held real estate companies;

                (iv) engaging and supervising, on behalf of the Company and at
      the Company's expense, independent contractors which provide real estate
      brokerage, investment banking and leasing services, mortgage brokerage,
      securities brokerage and other financial services and such other services
      as may be required relating to the Investments;

                (v) negotiating on behalf of the Company for the sale,
      exchange or other disposition of any Investments;

                (vi) coordinating and managing operations of any joint venture
      or co-investment interests held by the Company and conducting all matters
      with the joint venture or co-investment partners;

                (vii) coordinating and supervising, on behalf of the Company and
      at the Company's expense, all property

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      managers, leasing agents and developers for the administration, leasing,
      management and/or development of any of the Investments;

               (viii) providing executive and administrative personnel, office
      space and office services required in rendering services to the Company;

                 (ix) administering the day-to-day operations of the Company and
      performing and supervising the performance of such other administrative
      functions necessary in the management of the Company as may be agreed upon
      by the Manager and the Board of Directors, including, without limitation,
      the collection of revenues and the payment of the Company's debts and
      obligations and maintenance of appropriate computer services to perform
      such administrative functions;

                  (x) communicating on behalf of the Company with the holders
      of any equity or debt securities of the Company as required to satisfy the
      reporting and other requirements of any governmental bodies or agencies or
      trading markets and to maintain effective relations with such holders;

                 (xi) counseling the Company in connection with policy
      decisions to be made by the Board of Directors;

                (xii) evaluating and recommending to the Board of Directors
      modifications to the hedging strategies in effect on the date hereof and
      engaging in hedging activities on behalf of the Company, consistent with
      such strategies, as so modified from time to time, with the Company's
      status as a real estate investment trust, and with the Guidelines;

               (xiii) counseling the Company regarding the maintenance of its
      status as a real estate investment trust and monitoring compliance with
      the various real estate investment trust qualification tests and other
      rules set out in the Code and Treasury Regulations thereunder;



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                 (xiv) counseling the Company regarding the maintenance of its
      exemption from the Investment Company Act and monitoring compliance with
      the requirements for maintaining an exemption from that Act;

                  (xv) assisting the Company in developing criteria for asset
      purchase commitments that are specifically tailored to the Company's
      investment objectives and making available to the Company its knowledge
      and experience with respect to mortgage loans, real estate, real estate
      securities and other real estate-related assets;

                 (xvi) representing and making recommendations to the Company in
      connection with the purchase and finance, and commitment to purchase and
      finance, of mortgage loans (including on a portfolio basis), real estate,
      real estate securities and other real estate-related assets, and in
      connection with the sale and commitment to sell such assets;

                (xvii) monitoring the operating performance of the Investments
      and providing periodic reports with respect thereto to the Board of
      Directors, including comparative information with respect to such
      operating and performance and budgeted or projected operating results;

               (xviii) investing and re-investing any moneys and securities of
      the Company (including investing in short-term Investments pending
      investment in Investments, payment of fees, costs and expenses, or
      payments of dividends or distributions to stockholders and partners of the
      Company) and advising the Company as to its capital structure and capital
      raising;

                 (xix) causing the Company to retain qualified accountants and
      legal counsel, as applicable, to assist in developing appropriate
      accounting procedures, compliance procedures and testing systems with
      respect to financial reporting obligations and compliance with the
      provisions of the Code applicable to real estate investment trusts and to
      conduct quarterly compliance reviews with respect thereto;



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                 (xx) causing the Company to qualify to do business in all
      applicable jurisdictions and to obtain and maintain all appropriate
      licenses;

                (xxi) assisting the Company in complying with all regulatory
      requirements applicable to the Company in respect of its business
      activities, including preparing or causing to be prepared all financial
      statements required under applicable regulations and contractual
      undertakings and all reports and documents required under the Exchange
      Act;

               (xxii) taking all necessary actions to enable the Company to
      make required tax filings and reports, including soliciting stockholders
      for required information to the extent provided by the provisions of the
      Code applicable to real estate investment trusts;

              (xxiii) handling and resolving all claims, disputes or
      controversies (including all litigation, arbitration, settlement or other
      proceedings or negotiations) in which the Company may be involved or to
      which the Company may be subject arising out of the Company's day-to-day
      operations, subject to such limitations or parameters as may be imposed
      from time to time by the Board of Directors;

               (xxiv) using commercially reasonable efforts to cause expenses
      incurred by or on behalf of the Company to be reasonable or customary and
      within any budgeted parameters or expense guidelines set by the Board of
      Directors from time to time;

                (xxv) performing such other services as may be required from
      time to time for management and other activities relating to the assets of
      the Company as the Board of Directors shall reasonably request or the
      Manager shall deem appropriate under the particular circumstances; and

               (xxvi) using commercially reasonable efforts to cause the
      Company to comply with all applicable laws.




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Without limiting the foregoing, the Manager will perform portfolio management
services (the "Portfolio Management Services") on behalf of the Company with
respect to the Investments. Such services will include, but not be limited to,
consulting with the Company on the purchase and sale of, and other investment
opportunities in connection with, the Company's portfolio of assets; the
collection of information and the submission of reports pertaining to the
Company's assets, interest rates and general economic conditions; periodic
review and evaluation of the performance of the Company's portfolio of assets;
acting as liaison between the Company and banking, mortgage banking, investment
banking and other parties with respect to the purchase, financing and
disposition of assets; and other customary functions related to portfolio
management. Additionally, the Manager will perform monitoring services (the
"Monitoring Services") on behalf of the Company with respect to any loan
servicing activities provided by third parties. Such Monitoring Services will
include, but not be limited to, negotiating servicing agreements; acting as a
liaison between the servicers of the assets and the Company; review of
servicers' delinquency, foreclosure and other reports on assets; supervising
claims filed under any insurance policies; and enforcing the obligation of any
servicer to repurchase assets.

            (c) The Manager may enter into agreements with other parties,
including its affiliates, for the purpose of engaging one or more property
and/or asset managers for and on behalf, and at the sole cost and expense, of
the Company to provide property management, asset management, leasing,
development and/or similar services to the Company (including, without
limitation, Portfolio Management Services and Monitoring Services) with respect
to the Investments, pursuant to property management agreement(s) and/or asset
management agreement(s) with terms which are then customary for agreements
regarding the management of assets similar in type, quality and value to the
assets of the Company; provided, that (i) any such agreements entered into with
affiliates of the Manager shall be (A) on terms no more favorable to such
affiliate then would be obtained from a third party on an arms'-length basis and
(B) to the extent the same do not fall within the provisions of the Guidelines,
approved by a majority of the independent members of the Board of Directors,
(ii) with respect to Portfolio Management Services, (A) any such agreements
shall be subject to the Company's prior written approval and (B) the Manager
shall remain liable for the performance of such Portfolio Management Services,
and (iii) with respect to Monitoring Services, any such agreements shall be
subject to the Company's prior written approval.

            (d) The Manager may retain, for and on behalf, and at the sole cost
and expense, of the Company, such services of accountants, legal counsel,
appraisers, insurers, brokers, transfer agents, registrars, developers,
investment

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banks, financial advisors, banks and other lenders and others as the Manager
deems necessary or advisable in connection with the management and operations of
the Company. Notwithstanding anything contained herein to the contrary, the
Manager shall have the right to cause any such services to be rendered by its
employees or affiliates. The Company shall pay or reimburse the Manager or its
affiliates performing such services for the cost thereof; provided, that such
costs and reimbursements are no greater than those which would be payable to
outside professionals or consultants engaged to perform such services pursuant
to agreements negotiated on an arm's-length basis; and provided, further, that
such costs shall not be reimbursed in excess of $500,000 per annum.

            (e) As frequently as the Manager may deem necessary or advisable,
or at the direction of the Board of Directors, the Manager shall, at the sole
cost and expense of the Company, prepare, or cause to be prepared, with respect
to any Investment (i) an appraisal prepared by an independent real estate
appraiser, (ii) reports and information on the Company's operations and asset
performance and (iii) other information reasonably requested by the Company.

            (f) The Manager shall prepare, or cause to be prepared, at the sole
cost and expense of the Company, all reports, financial or otherwise, with
respect to the Company reasonably required by the Board of Directors in order
for the Company to comply with its Governing Instruments or any other materials
required to be filed with any governmental body or agency, and shall prepare, or
cause to be prepared, all materials and data necessary to complete such reports
and other materials including, without limitation, an annual audit of the
Company's books of account by a nationally recognized independent accounting
firm.

            (g) The Manager shall prepare regular reports for the Board of
Directors to enable the Board of Directors to review the Company's acquisitions,
portfolio composition and characteristics, credit quality, performance and
compliance with the Guidelines and policies approved by the Board of Directors.

            (h) Notwithstanding anything contained in this Agreement to the
contrary, except to the extent that the payment of additional moneys is proven
by the Company to have been required as a direct result of the Manager's acts or
omissions which result in the right of the Company to terminate this Agreement
pursuant to Section 15 of this Agreement, the Manager shall not be required to
expend money ("Excess Funds") in excess of that contained in any applicable
Company Account (as herein defined) or otherwise made available by the Company
to be expended by the Manager hereunder. Failure of the Manager to expend Excess

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Funds out-of-pocket shall not give rise or be a contributing factor to the right
of the Company under Section 13(a) of this Agreement to terminate this Agreement
due to the Manager's unsatisfactory performance.

            (i) In performing its duties under this Section 2, the Manager
shall be entitled to rely reasonably on qualified experts hired by the Manager.

      SECTION 3. DEVOTION OF TIME; ADDITIONAL ACTIVITIES.

            (a) The Manager will provide a dedicated management team, including
a President, a Chief Financial Officer and a Chief Operating Officer of the
Company, to provide the management services to be provided by the Manager to the
Company hereunder, the members of which team shall have as their primary
responsibility the management of the Company and shall devote such of their time
to the management of the Company as the Board of Directors reasonably deems
necessary and appropriate, commensurate with the level of activity of the
Company from time to time.

            (b) The Manager hereby agrees that neither the Manager nor any
entity controlled by or under common control with the Manager shall raise or
sponsor any new investment fund, company or vehicle whose investment policies,
guidelines or plan targets as its primary investment category investment in
United States dollar-denominated credit sensitive real estate-related securities
reflecting primarily United States loans or assets; it being understood that no
such fund, company or vehicle shall be prohibited from investing in credit
sensitive real estate-related securities. The Company shall have the benefit of
Manager's best judgement and effort in rendering services and, in furtherance of
the foregoing, the Manager shall not undertake activities which, in its
judgement, will substantially adversely affect the performance of its
obligations under this Agreement.

            (c) Except to the extent set forth in clauses (a) and (b) above,
nothing herein shall prevent the Manager or any of its affiliates or any of the
officers and employees of any of the foregoing from engaging in other businesses
or from rendering services of any kind to any other person or entity, including
investment in, or advisory service to others investing in, any type of real
estate or real estate-related investment, including investments which meet the
principal investment objectives of the Company.



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            (d) Managers, members, partners, officers, employees and agents of
the Manager or affiliates of the Manager may serve as directors, officers,
employees, agents, nominees or signatories for the Company or any Subsidiary, to
the extent permitted by their Governing Instruments, as from time to time
amended, or by any resolutions duly adopted by the Board of Directors pursuant
to the Company's Governing Instruments. When executing documents or otherwise
acting in such capacities for the Company, such persons shall use their
respective titles in the Company.

      SECTION 4. AGENCY. The Manager shall act as agent of the Company in
making, acquiring, financing and disposing of Investments, disbursing and
collecting the Company's funds, paying the debts and fulfilling the obligations
of the Company, supervising the performance of professionals engaged by or on
behalf of the Company and handling, prosecuting and settling any claims of or
against the Company, the Board of Directors, holders of the Company's securities
or the Company's representatives or properties.

      SECTION 5. BANK ACCOUNTS. At the direction of the Board of Directors, the
Manager may establish and maintain one or more bank accounts in the name of the
Company or any Subsidiary (any such account, a "Company Account"), and may
collect and deposit funds into any such Company Account or Company Accounts, and
disburse funds from any such Company Account or Company Accounts, under such
terms and conditions as the Board of Directors may approve; and the Manager
shall from time to time render appropriate accountings of such collections and
payments to the Board of Directors and, upon request, to the auditors of the
Company or any Subsidiary.

      SECTION 6. RECORDS; CONFIDENTIALITY. The Manager shall maintain
appropriate books of accounts and records relating to services performed under
this Agreement, and such books of account and records shall be accessible for
inspection by representatives of the Company or any Subsidiary at any time
during normal business hours upon one (1) business day's advance written notice.
The Manager shall keep confidential any and all information obtained in
connection with the services rendered under this Agreement and shall not
disclose any such information to nonaffiliated third parties except with the
prior written consent of the Board of Directors.

      SECTION 7. OBLIGATIONS OF MANAGER; RESTRICTIONS.




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            (a) The Manager shall require each seller or transferor of
investment assets to the Company to make such representations and warranties
regarding such assets as may, in the judgment of the Manager, be necessary and
appropriate. In addition, the Manager shall take such other action as it deems
necessary or appropriate with regard to the protection of the Investments.

            (b) The Manager shall refrain from any action that, in its sole
judgment made in good faith, (i) is not in compliance with the Guidelines or
(ii) would adversely affect the status of the Company as a real estate
investment trust under the Code or that, in its sole judgment made in good
faith, would violate any law, rule or regulation of any governmental body or
agency having jurisdiction over the Company or any Subsidiary or that would
otherwise not be permitted by such entity's Governing Instruments. If the
Manager is ordered to take any such action by the Board of Directors, the
Manager shall promptly notify the Board of Directors of the Manager's judgment
that such action would adversely affect such status or violate any such law,
rule or regulation or the Governing Instruments. Notwithstanding the foregoing,
the Manager, its directors, officers, stockholders and employees shall not be
liable to the Company or any Subsidiary, the Board of Directors, or the
Company's or any Subsidiary's stockholders or partners for any act or omission
by the Manager, its directors, officers, stockholders or employees except as
provided in Section 11 of this Agreement.

            (c) The Manager shall not (i) consummate any transaction which
would involve the acquisition by the Company of property in which the Manager or
any affiliate thereof has an ownership interest or the sale by the Company of
property to the Manager or any affiliate thereof, or (ii) under circumstances
where the Manager is subject to an actual or potential conflict of interest
because it manages both the Company and another Person (not an Affiliate of the
Company) with which the Company has a contractual relationship, take any action
constituting the granting to such Person of a waiver, forebearance or other
relief, or the enforcement against such Person of remedies, under or with
respect to the applicable contract, unless such transaction or action, as the
case may be and in each case, is approved by a majority of the Independent
Directors.

            (d) The Company shall not invest in joint ventures with the Manager
or any affiliate thereof, unless (i) such Investment is made in accordance with
the Guidelines and (ii) such Investment is approved in advance by a majority of
the Independent Directors.



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            (e) The Board of Directors periodically reviews the Guidelines and
the Company's portfolio of Investments. If a majority of the Independent
Directors determine in their periodic review of transactions that a particular
transaction does not comply with the Guidelines, then a majority of the
Independent Directors will consider what corrective action, if any, can be
taken. If the transaction involved the acquisition of an asset from the Manager
or an affiliate of the Manager that was not approved in advance by a majority of
the Independent Directors, then the Manager may be required to repurchase the
asset at the purchase price (plus closing costs) to the Company.

            (f) The Manager shall at all times during the term of this
Agreement (including the Initial Term and any renewal term) maintain a tangible
net worth equal to or greater than $1,000,000. Additionally, during such period
the Manager shall maintain "errors and omissions" insurance coverage and other
insurance coverage which is customarily carried by property and asset and
investment managers performing functions similar to those of the Manager under
this Agreement with respect to assets similar to the assets of the Company, in
an amount which is comparable to that customarily maintained by other managers
or servicers of similar assets.

      SECTION 8. COMPENSATION.

            (a) During the term of this Agreement, as the same may be extended
from time to time, the Manager will receive an annual management fee (the
"Management Fee") equal to 1.50% of the Company's "Gross Equity." The Management
Fee shall be calculated and paid monthly in arrears based upon the weighted
daily average of the Gross Equity of the Company for such month. The term "Gross
Equity" for any period means (A) the sum of (i) the "Total Equity," plus (ii)
the value of contributions made by partners other than the Company, from time to
time, to the capital of any Subsidiary (reduced proportionately in the case of a
Subsidiary to the extent that the Company owns, directly or indirectly, less
than 100% of the equity interests in such Subsidiary), less (B) any capital
dividends or capital distributions made by the Company to its stockholders or,
without duplication, by any Subsidiary to its stockholders, partners or other
equity holders. As used herein, the term "Total Equity" shall mean (i) the
equity transferred from Newcastle Investment Holdings Corp. at the inception of
the Company, plus (ii) the amount of accumulated depreciation on the real estate
assets transferred (as directly or indirectly held assets) to the Company (items
(i) and (ii) thus representing the gross equity transferred to the Company at
inception), plus (iii) the total net proceeds to the Company from any common or
preferred equity capital heretofore or hereafter raised by the Company or

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any Subsidiary of the Company (exclusive, with respect to any Subsidiary, of
capital of such Subsidiary consisting of a capital contribution or other form of
capital investment made by the Company or another Subsidiary of the Company).

            (b) The Manager shall compute each installment of the Management
Fee within 15 days after the end of the calendar month with respect to which
such installment is payable. A copy of the computations made by the Manager to
calculate such installment shall thereafter, for informational purposes only and
subject in any event to Section 13(a) of this Agreement, promptly be delivered
to the Board of Directors and, upon such delivery, payment of such installment
of the Management Fee shown therein shall be due and payable no later than the
earlier to occur of (i) the date which is 20 days after the end of the calendar
month with respect to which such installment is payable and (ii) the date which
is two (2) business days after the date of delivery to the Board of Directors of
such computations.

            (c) The Management Fee is subject to adjustment pursuant to and in
accordance with the provisions of Section 13(a) of this Agreement.

            (d) The Board of Directors may, by written notice to the Manager
delivered ten (10) days prior to the date on which any payment of the Incentive
Compensation is payable, request that the Manager accept all or a portion of
such payment in the form of issued shares of common stock in Newcastle
Investment Corp., which notice shall specify the amount of the payment of the
Incentive Compensation, the amount thereof which the Company intends to pay in
cash, if any, and the amount thereof which the Company intends to pay in the
form of such shares of common stock of Newcastle Investment Corp. in the number
of such shares as determined by the Board of Directors. Within five (5) days
following receipt of said notice, the Manager shall notify the Company in
writing, such election to be made by the Manager in its sole discretion, whether
it will accept such portion of such payment in the form of such shares and in
such number of such shares.

            (e) In addition to the Management Fee otherwise payable hereunder,
the Company shall pay the Manager annual incentive compensation on a cumulative,
but not compounding, basis, in an amount equal to the product of (A) 25% of the
dollar amount by which (1)(a) the Funds from Operations (before such payment) of
the Company, per REIT Share (based on the weighted average number of REIT Shares
outstanding), plus (b) gains (or losses) from debt restructuring and gains (or
losses) from sales of property per REIT Share (based on the weighted average
number of REIT Shares outstanding), exceed (2) an amount equal to (a) the
weighted average of the book value per REIT Share of the net assets transferred
to

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the Company on or prior to July 12, 2002 by Newcastle Investment Holdings Corp.
and the prices per REIT Share at any subsequent offerings by the Company
(adjusted for any prior capital dividends or capital distributions) multiplied
by (b) a simple interest rate of ten percent (10%) per annum multiplied by (B)
the weighted average number of REIT Shares outstanding during such period. The
obligation of the Company to pay the Incentive Compensation shall survive the
expiration or earlier termination of this Agreement, subject to Section 16(b).

      SECTION 9. EXPENSES OF THE COMPANY. The Company shall pay all of its
expenses and shall reimburse the Manager for documented expenses of the Manager
incurred on its behalf (collectively, the "Expenses"). Expenses include all
costs and expenses which are expressly designated elsewhere in this Agreement as
the Company's, together with the following:

            (a) expenses in connection with the issuance and transaction costs
incident to the acquisitions, disposition and financing of Investments;

            (b) travel and other out-of-pocket expenses incurred by managers,
officers, employees and agents of the Manager in connection with the purchase,
financing, refinancing, sale or other disposition of an Investment;

            (c) costs of legal, accounting, tax, auditing, administrative and
other similar services rendered for the Company by providers retained by the
Manager or, if provided by the Manager's employees, in amounts which are no
greater than those which would be payable to outside professionals or
consultants engaged to perform such services pursuant to agreements negotiated
on an arm's-length basis;

            (d) the compensation and expenses of the Independent Directors and
the cost of liability insurance to indemnify the Company's directors and
officers;

            (e) compensation and expenses of the Company's custodian and
transfer agent, if any;

            (f) costs associated with the establishment and maintenance of any
credit facilities and other indebtedness of the Company (including commitment
fees, legal fees, closing and other costs) or any securities offerings of the
Company;



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            (g) costs associated with any computer software or hardware that is
used solely for the Company;

            (h) costs and expenses incurred in contracting with third parties,
including affiliates of the Manager, for the servicing and special servicing of
assets of the Company;

            (i) all other costs and expenses relating to the Company's business
and investment operations, including, without limitation, the costs and expenses
of acquiring, owning, protecting, maintaining, developing and disposing of
Investments, including appraisal, reporting, audit and legal fees;

            (j) all insurance costs incurred in connection with the operation
of the Company's business except for the costs attributable to the insurance
that the Manager elects to carry for itself and its employees;

            (k) expenses relating to any office or office facilities maintained
for the Company or Investments separate from the office or offices of the
Manager;

            (l) expenses connected with the payments of interest, dividends or
distributions in cash or any other form made or caused to be made by the Board
of Directors to or on account of the holders of securities of the Company or its
Subsidiaries, including, without limitation, in connection with any dividend
reinvestment plan;

            (m) expenses connected with communications to holders of securities
of the Company or its Subsidiaries and other bookkeeping and clerical work
necessary in maintaining relations with holders of such securities and in
complying with the continuous reporting and other requirements of governmental
bodies or agencies, including, without limitation, all costs of preparing and
filing required reports with the Securities and Exchange Commission, the costs
payable by the Company to any transfer agent and registrar in connection with
the listing and/or trading of the Company's stock on any exchange, the fees
payable by the Company to any such exchange in connection with its listing,
costs of preparing, printing and mailing the Company's annual report to its
shareholders and proxy materials with respect to any meeting of the shareholders
of the Company; and



                                       16
<PAGE>

            (n) all other expenses actually incurred by the Manager which are
reasonably necessary for the performance by the Manager of its duties and
functions under this Agreement.

      Without regard to the amount of compensation received under this Agreement
by the Manager, the Manager shall bear the following expenses: (i) wages and
salaries of the Manager's officers and employees; (ii) rent attributable to the
space occupied by the Manager; and (iii) all other "overhead" expenses of the
Manager.

      SECTION 10. CALCULATIONS OF EXPENSES. The Manager shall prepare a
statement documenting the Expenses of the Company and the Expenses incurred by
the Manager on behalf of the Company during each calendar month, and shall
deliver such statement to the Company within 20 days after the end of each
calendar month. Expenses incurred by the Manager on behalf of the Company shall
be reimbursed monthly to the Manager on the first business day of the month
immediately following the date of delivery of such statement.

      SECTION 11. LIMITS OF MANAGER RESPONSIBILITY; INDEMNIFICATION. (a) The
Manager assumes no responsibility under this Agreement other than to render the
services called for under this Agreement in good faith and shall not be
responsible for any action of the Board of Directors in following or declining
to follow any advice or recommendations of the Manager, including as set forth
in Section 7(b) of this Agreement. The Manager, its members, managers, officers
and employees will not be liable to the Company or any Subsidiary, to the Board
of Directors, or the Company's or any Subsidiary's stockholders or partners for
any acts or omissions by the Manager, its members, managers, officers or
employees, pursuant to or in accordance with this Agreement, except by reason of
acts constituting bad faith, willful misconduct, gross negligence or reckless
disregard of the Manager's duties under this Agreement. The Company shall, to
the full extent lawful, reimburse, indemnify and hold the Manager, its members,
managers, officers and employees and each other Person, if any, controlling the
Manager (each, an "Indemnified Party"), harmless of and from any and all
expenses, losses, damages, liabilities, demands, charges and claims of any
nature whatsoever (including attorneys' fees) in respect of or arising from any
acts or omissions of such Indemnified Party made in good faith in the
performance of the Manager's duties under this Agreement and not constituting
such Indemnified Party's bad faith, willful misconduct, gross negligence or
reckless disregard of the Manager's duties under this Agreement.

            (b) The Manager shall, to the full extent lawful, reimburse,
indemnify and hold the Company, its shareholders, directors, officers and
employees

                                       17
<PAGE>

and each other Person, if any, controlling the Company (each, a "Company
Indemnified Party"), harmless of and from any and all expenses, losses, damages,
liabilities, demands, charges and claims of any nature whatsoever (including
attorneys' fees) in respect of or arising from the Manager's bad faith, willful
misconduct, gross negligence or reckless disregard of its duties under this
Agreement.

      SECTION 12. NO JOINT VENTURE. Nothing in this Agreement shall be construed
to make the Company and the Manager partners or joint venturers or impose any
liability as such on either of them.

      SECTION 13. TERM; TERMINATION.

            (a) Until this Agreement is terminated in accordance with its
terms, this Agreement shall be in effect until the date that is one (1) years
after the date hereof, and thereafter on each anniversary of such date deemed
renewed automatically each year for an additional one-year period unless (i) a
majority consisting of at least two-thirds of the Independent Directors or a
simple majority of the holders of outstanding shares of Common Stock of the
Company, agree that there has been unsatisfactory performance that is materially
detrimental to the Company or (ii) a simple majority of the Independent
Directors agree that the Management Fee payable to the Manager is unfair;
provided, that the Company shall not have the right to terminate this Agreement
under clause (ii) foregoing if the Manager agrees to continue to provide the
services under this Agreement at a fee that the Independent Directors have
determined to be fair. If the Company elects not to renew this Agreement at the
expiration of the original term or any such one-year extension term as set forth
above, the Company shall deliver to the Manager prior written notice (the
"Termination Notice") of the Company's intention not to renew this Agreement
based upon the terms set forth in this Section 13(a) of this Agreement not less
than 60 days prior to the expiration of the then existing term. If the Company
so elects not to renew this Agreement, the Company shall designate the date (the
"Effective Termination Date"), not less than 60 days from the date of the
notice, on which the Manager shall cease to provide services under this
Agreement and this Agreement shall terminate on such date; provided, however,
that in the event that such Termination Notice is given in connection with a
determination that the compensation payable to the Manager is unfair, the
Manager shall have the right to renegotiate the Management Fee by delivering to
the Company, no fewer than forty-five (45) days prior to the prospective
Effective Termination Date, written notice (any such notice, a "Notice of
Proposal to Negotiate") of its intention to renegotiate its compensation under
this Agreement. Thereupon, the Company and the Manager shall endeavor to
negotiate in good faith the revised compensation payable to the Manager under
this

                                       18
<PAGE>

Agreement. Provided that the Manager and the Company agree to a revised
Management Fee (or other compensation structure) within 45 days following the
receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be
deemed of no force and effect and this Agreement shall continue in full force
and effect on the terms stated in this Agreement, except that the Management Fee
shall be the revised Management Fee (or other compensation structure) then
agreed upon by the parties to this Agreement. The Company and the Manager agree
to execute and deliver an amendment to this Agreement setting forth such revised
Management Fee promptly upon reaching an agreement regarding same. In the event
that the Company and the Manager are unable to agree to a revised Management Fee
during such 30 day period, this Agreement shall terminate, such termination to
be effective on the date which is the later of (A) ten (10) days following the
end of such 30 day period and (B) the Effective Termination Date originally set
forth in the Termination Notice.

            (b) In the event that this Agreement is terminated in accordance
with the provisions of Section 13(a) of this Agreement, the Company shall pay to
the Manager, on the date on which such termination is effective, a termination
fee (the "Termination Fee") equal to the amount of the Management Fee earned by
the Manager during the period consisting of the twelve (12) full, consecutive
calendar months immediately preceding such termination. The obligation of the
Company to pay the Termination Fee shall survive the termination of this
Agreement.

            (c) No later than sixty (60) days prior to the anniversary date of
this Agreement of any year during the Term, the Manager may deliver written
notice to the Company informing it of the Manager's intention not to renew the
Term, whereupon the Term of this Agreement shall not be renewed and extended and
this Agreement shall terminate effective on the anniversary of the Closing Date
next following the delivery of such notice.

            (d) If this Agreement is terminated pursuant to this Section 13,
such termination shall be without any further liability or obligation of either
party to the other, except as provided in Section 13(b) and Section 16 of this
Agreement. In addition, Section 11 of this Agreement shall survive termination
of this Agreement.

      SECTION 14. ASSIGNMENT.




                                       19
<PAGE>
            (a) Except as set forth in Section 14(b) of this Agreement, this
Agreement shall terminate automatically in the event of its assignment, in whole
or in part, by the Manager, unless such assignment is consented to in writing by
the Company with the consent of a majority of the Independent Directors;
provided, however, that no such consent shall be required in the case of an
assignment by the Manager to an entity whose day-to-day business and operations
are managed and supervised by any two (2) or more of the Messrs. Wesley R.
Edens, Robert I. Kauffman, Randal A. Nardone and Erik P. Nygaard (collectively,
the "Principals"), one of whom must be Mr. Edens. Any such permitted assignment
shall bind the assignee under this Agreement in the same manner as the Manager
is bound, and the Manager shall be liable to the Company for all errors or
omissions of the assignee under any such assignment. In addition, the assignee
shall execute and deliver to the Company a counterpart of this Agreement naming
such assignee as Manager. This Agreement shall not be assigned by the Company
without the prior written consent of the Manager, except in the case of
assignment by the Company to another real estate investment trust or other
organization which is a successor (by merger, consolidation or purchase of
assets) to the Company, in which case such successor organization shall be bound
under this Agreement and by the terms of such assignment in the same manner as
the Company is bound under this Agreement.

            (b) Notwithstanding any provision of this Agreement, the Manager may
subcontract and assign any or all of its responsibilities under Sections 2(b),
2(c) and 2(d) of this Agreement to any of its affiliates in accordance with the
terms of this Agreement applicable to any such subcontract or assignment, and
the Company hereby consents to any such assignment and subcontracting. In
addition, provided that the Manager provides prior written notice to the Company
for informational purposes only, nothing contained in this Agreement shall
preclude any pledge, hypothecation or other transfer of any amounts payable to
the Manager under this Agreement.

      SECTION 15. TERMINATION FOR CAUSE.

            (a) The Company may terminate this Agreement effective upon sixty
(60) days prior written notice of termination from the Company to the Manager,
without payment of any Termination Fee, if any act of fraud, misappropriation of
funds, or embezzlement against the Company or other willful violation of this
Agreement by the Manager in its corporate capacity (as distinguished from the
acts of any employees of the Manager which are taken without the complicity of
any of the Principals) under this Agreement or in the event of any gross
negligence on the part of the Manager in the performance of its duties under
this Agreement.



                                       20
<PAGE>

            (b) The Manager may terminate this Agreement effective upon sixty
(60) days prior written notice of termination to the Company in the event that
the Company shall default in the performance or observance of any material term,
condition or covenant contained in this Agreement and such default shall
continue for a period of 30 days after written notice thereof specifying such
default and requesting that the same be remedied in such 30 day period.

      SECTION 16. ACTION UPON TERMINATION. (a) From and after the effective date
of termination of this Agreement, pursuant to Sections 13, 14, or 15 of this
Agreement, the Manager shall not be entitled to compensation for further
services under this Agreement, but shall be paid all compensation accruing to
the date of termination and, if terminated pursuant to Section 13 or Section
15(b), the applicable Termination Fee. Upon such termination, the Manager shall
forthwith:

            (i) after deducting any accrued compensation and reimbursement for
its expenses to which it is then entitled, pay over to the Company or a
Subsidiary all money collected and held for the account of the Company or a
Subsidiary pursuant to this Agreement;

            (ii) deliver to the Board of Directors a full accounting, including
a statement showing all payments collected by it and a statement of all money
held by it, covering the period following the date of the last accounting
furnished to the Board of Directors with respect to the Company or a Subsidiary;
and

            (iii) deliver to the Board of Directors all property and documents
of the Company or any Subsidiary then in the custody of the Manager.

            (b) In the event that this Agreement is terminated, the Company
shall have the option, to be exercised by written notice to the Manager within
ten (10) days following such termination, to purchase from the Manager the right
of the Manager to receive the Incentive Compensation. In exchange therefor the
Company will be obligated to pay the Manager a cash purchase price (the "Cash
Price") equal to the amount of the Incentive Compensation that would be paid to
the Manager if all of the Company's assets were sold for cash at their then
current fair market value (taking into account, among other things, expected
future performance of the underlying investments, the "Fair Market Value"). In
the event that the Company does not elect to exercise such option to purchase
the Incentive Compensation, the Manager shall have the right to require the
Company to do so at the Cash Price by delivering to the Company written notice
within twenty (20) days following such termination. The

                                       21
<PAGE>
Fair Market Value shall be determined by independent appraisal to be conducted
by a nationally recognized appraisal firm mutually agreed upon by the Company
and the Manager. If the Company and the Manager are unable to agree upon an
appraisal firm, then each of the Company and the Manager shall choose an
independent appraisal firm to conduct an appraisal. In such event, (i) if the
appraisals prepared by the two appraisers so selected are the same or differ by
an amount that does not exceed 20% of the higher of the two appraisals, the Fair
Market Value will be deemed to be the average of such appraisals, and (ii) if
the two appraisals differ by more than 20% of the higher of the two appraisals,
the two appraisers together shall select a third nationally recognized appraisal
firm to conduct an appraisal. If the two appraisers are unable to agree as to
the identity of such third appraiser, either of the Manager and the Company may
request that the American Arbitration Association ("AAA") select the third
appraiser, which shall then be selected by the AAA. The Fair Market Value will
then be deemed to be the amount determined by such third appraiser, but in no
event less than the lower or more than the higher of the first two appraisals
made under this Section 16(b).

      SECTION 17. RELEASE OF MONEY OR OTHER PROPERTY UPON WRITTEN REQUEST. The
Manager agrees that any money or other property of the Company or Subsidiary
held by the Manager under this Agreement shall be held by the Manager as
custodian for the Company or Subsidiary, and the Manager's records shall be
appropriately marked clearly to reflect the ownership of such money or other
property by the Company or such Subsidiary. Upon the receipt by the Manager of a
written request signed by a duly authorized officer of the Company requesting
the Manager to release to the Company or any Subsidiary any money or other
property then held by the Manager for the account of the Company or any
Subsidiary under this Agreement, the Manager shall release such money or other
property to the Company or any Subsidiary within a reasonable period of time,
but in no event later than sixty (60) days following such request. The Manager
shall not be liable to the Company, any Subsidiary, the Independent Directors,
or the Company's or a Subsidiary's stockholders or partners for any acts
performed or omissions to act by the Company or any Subsidiary in connection
with the money or other property released to the Company or any Subsidiary in
accordance with the first sentence of this Section 17. The Company and any
Subsidiary shall indemnify the Manager and its members, managers, officers and
employees against any and all expenses, losses, damages, liabilities, demands,
charges and claims of any nature whatsoever, which arise in connection with the
Manager's release of such money or other property to the Company or any
Subsidiary in accordance with the terms of this Section 17. Indemnification
pursuant to this provision shall be in addition to any right of the Manager to
indemnification under Section 11 of this Agreement.



                                       22
<PAGE>
      SECTION 18. NOTICES. Unless expressly provided otherwise in this
Agreement, all notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly given, made and received when delivered against receipt or upon actual
receipt of (i) personal delivery, (ii) delivery by reputable overnight courier,
(iii) delivery by facsimile transmission against answerback, (iv) delivery by
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:

(a) If to the Company:

                                    Newcastle Investment Corp.
                                    c/o Fortress Investment Group LLC
                                    1251 Avenue of the Americas
                                    16th Floor
                                    New York, New York  10020
                                    Attention: Mr. Randal A. Nardone

(b) If to the Manager:

                                    Fortress Investment Group, LLC
                                    1251 Avenue of the Americas
                                    16th Floor
                                    New York, New York 10020
                                    Attention: Mr. Randal A. Nardone

      Either party may alter the address to which communications or copies are
to be sent by giving notice of such change of address in conformity with the
provisions of this Section 18 for the giving of notice.

      SECTION 19. BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives, successors and permitted
assigns as provided in this Agreement.

      SECTION 20. ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding among the parties hereto with respect to the subject matter of
this Agreement, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter of this Agreement.
The

                                       23
<PAGE>
express terms of this Agreement control and supersede any course of performance
and/or usage of the trade inconsistent with any of the terms of this Agreement.
This Agreement may not be modified or amended other than by an agreement in
writing.

      SECTION 21. CONTROLLING LAW. This Agreement and all questions relating to
its validity, interpretation, performance and enforcement shall be governed by
and construed, interpreted and enforced in accordance with the laws of the State
of New York, notwithstanding any New York or other conflict-of-law provisions to
the contrary.

      SECTION 22. INDULGENCES, NOT WAIVERS. Neither the failure nor any delay on
the part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

      SECTION 23. TITLES NOT TO AFFECT INTERPRETATION. The titles of paragraphs
and subparagraphs contained in this Agreement are for convenience only, and they
neither form a part of this Agreement nor are they to be used in the
construction or interpretation of this Agreement.

      SECTION 24. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts of this Agreement, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.

      SECTION 25. PROVISIONS SEPARABLE. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

      SECTION 26. GENDER. Words used herein regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,

                                       24
<PAGE>
singular or plural, and any other gender, masculine, feminine or neuter, as the
context requires.



                                       25
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                       COMPANY:

                                       NEWCASTLE INVESTMENT CORP.,
                                       a Maryland corporation


                                       By: /s/ Randal A. Nardone
                                          --------------------------------------
                                          Name: Randal A. Nardone
                                          Its: Secretary


                                       MANAGER:

                                       FORTRESS INVESTMENT GROUP
                                       LLC, a Delaware limited liability company


                                       By: /s/ Randal A. Nardone
                                          --------------------------------------
                                          Name: Randal A. Nardone
                                          Its: Chief Operating Officer
                                               and Secretary