EXHIBIT
10.2

     

     

    SHARED
SERVICES AGREEMENT

     

     

    Shared
Services Agreement (the "Agreement") dated as of January 1, 2002 by and among
Gould Investors L.P. ("Gould"), a Delaware limited partnership; BRT Realty Trust
("BRT"), a Massachusetts business trust; One Liberty Properties, Inc., a
Maryland corporation ("OLP"); Majestic Property Management Corp., a Delaware
corporation ("MPMC"); Majestic Property Affiliates, Inc., a New York corporation
("Majestic"); and REIT Management Corp., a New York corporation
("REIT").

     

    WHEREAS,
Gould has been providing to the parties to this Agreement (Gould and such
entities being referred to collectively herein as the "Affiliated Entities" and
individually as an "Affiliated Entity") certain facilities and executive and
administrative services and the Affiliated Entities desire that Gould continue
to provide such facilities and services to them, on the terms and subject to the
conditions set forth herein;

     

    WHEREAS,
one or more of the Affiliated Entities provides facilities and services to the
other Affiliated Entities and it is the desire of the parties hereto that the
provision of such services shall continue, on the terms and subject to the
conditions set forth herein.

     

    NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants set
forth below, and other good and valuable consideration, the parties agree as
follows:

     

    1.
Services

     

    (a) Gould
has provided and shall continue to provide to each Affiliated Entity the
following services (each a "Service" and, collectively, the
"Services"):

     

    (i)
Office Space. A portion of the office facility currently occupied by Gould to
conduct its business, including, without limitation, utilities, maintenance
services, office furnishings and equipment, and other associated facilities and
services. The portion of the office facility provided to each Affiliated Entity
shall be reasonable in light of the reasonable requirements of Gould and the
Affiliated Entities.

     

    (ii)
Administration. Executive, legal, accounting, administrative and clerical
personnel and required administrative, secretarial and clerical services
including, but not limited to, office supplies and services, payroll, payroll
taxes, employee benefits, billing and collection services, and financial
reporting services comparable to those currently provided for the Affiliated
Entities.

     

    (iii)
Mailroom Services. All services necessary to continue current mailroom services,
including, without limitation, all licenses, postage meters, postage accounts,
postage stamps, courier and express mail delivery services.

     

    (iv)
Telecommunications Services. All services necessary to maintain current
telecommunications services, including, without limitation, telephones,
telephone line services, wireless telephones, wireless services, telephone
calls, facsimile equipment and related maintenance contracts and T1 line and
service for internet communications.

     

    (v)
Computer Services. Data processing services and personal computer services,
including without limitation data process operators and software for use in
connection with such services.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)
Certain of the Affiliated Entities provide the following Services to other
Affiliated Entities, which the Affiliated Entity providing such Services shall
continue to provide:

     

    (i)
Office Space. A portion of its office facility including utilities, maintenance
services, office furnishing and equipment and other associated facilities and
services. The portion of the office facility provided shall be reasonable in
light of the reasonable requirements of each Affiliated Entity involved in
providing and using such office facility.

     

    (ii)
Administration. Executive, accounting, administrative and clerical personnel,
including but not limited to payroll, payroll taxes, employee benefits
comparable to those currently being provided.

     

    (c) Gould
and each Affiliated Entity providing Services shall use its commercially
reasonable efforts to provide the Services required to be provided by it in a
timely and efficient manner, and shall assign to each of the Services
substantially the same priority as assigned to similar services performed in its
own operations.

     

    2.
Term

     

    2.1 The
term of this Agreement shall commence as of January 1, 2002 and shall continue
until December 31, 2002, unless earlier terminated or extended in accordance
with the provisions of this Section 2.

     

    2.2 The
term of this Agreement will automatically be extended for additional one-year
periods unless terminated by Gould as to one or more Affiliated Entities upon
written notice given to the Affiliated Entity to be terminated at least three
(3) months prior to the scheduled termination date.

     

    2.3 Any
one of the Affiliated Entities, other than Gould, may withdraw from this
Agreement , at any time during the term hereof, upon three (3) months' prior
written notice to each of the other Affiliated Entities.

     

    3 Fees
and payment for the Services

     

    3.1 (a)
In consideration of the provision of Services to the Affiliated Entities, each
Affiliated Entity shall pay to Gould and to any other Affiliated Entity
providing Services, on a quarterly basis, its allocated share of the cost of all
such Services ("Allocated Expenses") based on the following
formula:

     

    (i) The
total amount paid by Gould and any other Affiliated Entity for all salaries,
payroll taxes, and benefits and all other payroll related expenses
(collectively, "Payroll Expenses") shall be determined for each quarter annual
period.

     

    (ii) The
total amount paid by Gould and any other Affiliated Entity for all other costs,
including, without limitation, rent, utilities, cost of supplies, mail room
expenses, computer use, communication costs, and all other operating costs
(collectively, "Overhead Costs") shall be determined for each quarter annual
period.

     

    (iii)Each
executive and administrative employee of the Affiliated Entities performing
services for more than one Affiliated Entity in any quarter shall complete and
deliver to the accounting personnel of Gould a timesheet (in the form prepared
by Gould) in which such employee shall set forth the percentage of the
employee's working time in the applicable quarter devoted to the business and
affairs of each Affiliated Entity.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (iv) The
Payroll Expense of each employee for the applicable quarter shall be allocated
to each Affiliated Entity based on the time devoted by such employee, as set
forth in the timesheet, to the business and affairs of any one or more
Affiliated Entities.

     

    (v) All
Overhead Costs for the applicable quarter, shall be allocated to each Affiliated
Entity by multiplying the Overhead Costs for the quarter by a fraction, the
numerator of which shall be the time devoted by all personnel to the affairs of
an Affiliated Company and the denominator of which is the time devoted by all
reporting personnel to the affairs of all Affiliated Companies. Additionally,
each Affiliated Entity shall reimburse Gould and the Affiliated Entities
providing services on a quarterly basis for all reasonable out-of-pocket
expenses incurred by Gould or any Affiliated Entity, on behalf of an Affiliated
Entity. Such Allocated Expenses and out-of-pocket expenses, shall be payable
within thirty (30) days of the end of each quarter annual period.

     

    (b) The
Payroll Expenses and Overhead Costs attributable to Secretary or clerical person
who shall not be required to complete time sheets shall be allocated based on
the timesheets of the executive for who such secretary or clerical person
directly works and accounting personnel shall be allocated based on the
determination of the chief accounting officer of each Affiliated
Entity.

     

    4.
Obligations and Relationship

     

    The
relationship established hereunder between the parties shall not be construed as
a partnership, joint venture or other form of joint enterprise. Except as
specifically authorized by a party hereto, no party shall be authorized to make
any representations or to create or assume any obligation or liability in
respect or on behalf of the other party, and this Agreement shall not be
construed as constituting either party as the agent of the other
party.

     

    5.
Limited Liability: Indemnification

     

    5.1
Neither Gould nor any Affiliated Entity shall be liable to any other Affiliated
Entity for any loss, claim, expense or damage, or any act or omission performed
or omitted by it hereunder so long as its act or omission does not constitute
fraud, bad faith or gross negligence. In no event shall Gould or any Affiliated
Entity be liable for indirect, special consequential or exemplary damages.
Neither Gould nor any Affiliated Entity providing services shall be liable to
any other Affiliated Entity for the consequences of any failure or delay in
performing any such Services if such failure shall be caused by labor disputes,
strikes or other events or circumstances beyond such person's
control.

     

    5.2 In
any action, suit or proceeding (other than an action by or in the right of Gould
or any Affiliated Entity providing Services,) to which Gould or any Affiliated
Entity providing Services, or any of their respective agents or employees
performing Services hereunder (the "Indemnitee") was or is a party by reason of
its performance or non-performance of Services, all Affiliated Entities shall
indemnify the Indemnitee and hold the Indemnitee harmless from and against
expenses, judgments, fines and amounts paid (with the consent of the other
party) in settlement actually and reasonably incurred by the Indemnitee in
connection therewith if the Indemnitee acted in good faith and provided that the
Indemnitee's conduct does not constitute gross negligence, fraud or intentional
misconduct. Any indemnification pursuant to this paragraph shall be allocated
among Affiliated Entities in as equitable and reasonable a manner as is
practicable.

     

    6.
Confidentiality

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Any and
all information obtained by any party in connection with the Services
contemplated by this Agreement shall be held in the strictest confidence and not
disclosed to any other person without the written consent of the other
party.

     

    7.
Notices

     

    All
notices and other communications permitted or required hereunder shall be in
writing and shall be deemed given when delivered by hand to an officer of the
other party.

     

    8.
Binding Effect

     

    This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties and their respective successors.

     

    9. No
Third Party Beneficiaries

     

    This
Agreement is solely for the benefit of the parties hereto and shall not confer
upon third parties any remedy, claim, cause of action or other right in addition
to those existing without reference to this Agreement.

     

    10.
Entire Agreement

     

    This
Agreement constitutes the entire agreement between the parties with respect to
these matters.

     

    11.
Assignment; Amendment; Waiver

     

    This
Agreement is not assignable except to a successor to the business of Gould or
any Affiliated Entity. Neither the rights nor the duties arising hereunder may
be assigned or delegated. This Agreement may not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party
sought to be charged with the amendment or waiver. The failure of a party to
insist upon strict adherence to any term of this Agreement on any occasion shall
not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement.

     

    12.
Governing Law

     

    This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York, without giving effect to the provisions, policies or
principles thereof relating to choice or conflict of laws.

     

    13.
Headings

     

    The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    GOULD
INVESTORS L.P.

     

    By:
Georgetown Partners, Inc.

     

    
      
        
          
            	
                    By:
      

                  	
                    s/

                  	 
	 
      	
                    Matthew
      Gould, President

                  	 


          

        

      

    

    


    BRT
REALTY TRUST

     

    
      	
              By:
      

            	
              s/

            	 
	 
      	
              Jeffrey
      Gould, President

            	 


    

     

    ONE
LIBERTY PROPERTIES, INC.

     

    
      	
              By:
      

            	
              s/

            	 
	 
      	
              Jeffrey
      Fishman, President

            	 


    

     

    MAJESTIC
PROPERTY MANAGEMENT CORP.

     

    
      	
              By:
      

            	
              s/

            	 
	 
      	
              Daniel
      Lembo, President

            	 


    

     

    MAJESTIC
PROPERTY AFFILIATES CORP.

     

    
      	
              By:
      

            	
              s/

            	 
	 
      	
              Robert
      Huhem, President

            	 


    

     

    REIT
MANAGEMENT CORP.

     

    
      	
              By:
      

            	
              s/

            	 
	 
      	
              Fredric
      H. Gould, President

            	 


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ADDENDUM
TO SHARED SERVICES AGREEMENT

     

    The
Shared Services Agreement, dated as of January 1, 2002, sets forth the
allocation of expenses among the Affiliated Entities, which allocation has been
in existence and applied for many years in the same manner as is set forth in
the Shared Services Agreement. BRT and OLP are entities whose shares are
publicly traded, with the shares of BRT and OLP being listed for trading on The
New York Stock Exchange and The American Stock Exchange, respectively. This
Addendum is intended to clarify certain provisions of the Shared Services
Agreement and the relationship between the Affiliated Entities and particularly
the relationship between Gould and BRT and OLP in view of the fact that Gould is
the primary provider of executive and administrative personnel for the benefit
of BRT and OLP. Accordingly, the following clarifications of the Shared Services
Agreement are set forth and to the extent that the provisions of the Addendum
amend the Shared Services Agreement this addendum shall be deemed an amendment
thereof:

     

    1. The
executive and administrative personnel provided to BRT and to OLP by Gould (and
any other Affiliated Entity) are leased to and hired by OLP and BRT, and Gould
(and any other Affiliated Entity providing personnel to BRT or OLP) is
responsible for such persons compensation, including federal, state and local
payroll taxes, FICA payments, etc.

     

    2. With
respect to personnel hired by BRT and OLP from Gould or any other Affiliated
Entity, the Compensation Committees of BRT and OLP, respectively and the Board
of Trustees of BRT or the Board of Directors of OLP, respectively, in their sole
and absolute discretion may grant to one or more of the executive and
administrative personnel provided to them stock options under one or more of the
stock option plans of either of said entities. The granting of options by either
BRT or OLP may be made notwithstanding the expenses allocated to either BRT or
OLP by Gould or any other Affiliated Entity for the salary and payroll taxes of
any personnel provided to either BRT or OLP.

     

    3. If any
executive or administrative personnel are "leased" to BRT or OLP by Gould or any
other Affiliated Entity, BRT or OLP in their sole and absolute discretion may
reject any such person prior to the commencement of any activities or services,
and any such person may be discharged by BRT or OLP at any time during the
course of the provision of such services, and the entity to which such
individual or individuals shall be assigned (BRT, OLP or any other Affiliated
Entity) shall control the functions and activities of such individual in the
performance of services. Gould and the Affiliated Entity providing the personnel
shall have the right and power to discharge such individual at any time,
provided, however, Gould and the Affiliated Entity providing the personnel shall
in all events comply with the provisions of paragraph 1 of the Shared Services
Agreement.

     

    4. Any
Affiliated Entity shall have the right at any time to determine and/or dispute
the amount allocated to it, pursuant to the Shared Services Agreement. If any
Affiliated Entity is not satisfied with the amount allocated to it or the
economic value attributable to the services provided, including, without
limitation, services performed by an individual leased to an Affiliated Entity,
then the dissatisfied Affiliated Entity shall set forth in writing (a
"Complaint") the issues which it disputes and the reasonable value, in its
judgment, of the services provided or performed and shall provide the Complaint
to Gould or the other Affiliated Entity involved. If the Affiliated Entities
involved cannot agree upon a fair value for such services within a period not to
exceed forty-five days from the receipt of the Complaint by the Affiliated
Entity providing the services, then the dissatisfied Affiliated Entity may
commence an arbitration before the American Arbitration Association ("AAA") to
determine the fair value of the services provided. Any such arbitration must be
commenced within six months of the expiration of the forty-five day period and
shall be held in the County of Nassau, before an independent arbitrator selected
in accordance with the rules of the American Arbitration Association whose
decision in connection therewith shall be final and binding upon the parties.
Each Affiliated Entity involved shall bear an equal portion of the costs
incurred in such arbitration. If the procedure set forth is not followed the
allocation as made shall be conclusively binding on all parties.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5. In
view of the fact that each Affiliated Entity provides the same or substantially
similar employment benefits, each individual employed by one Affiliated Entity
who is providing services for the benefit of another Affiliated Entity is in
receipt of the same or substantially similar employment benefits as is provided
to the employees of the Affiliated Entity receiving such services.

     

    6.
Pursuant to the Shared Services Agreement, payment for the services provided is
made on a periodic basis. The allocated expenses for the compensation of any
personnel has and shall continue to include the payroll of any individual whose
services are provided, including all payroll taxes, FICA, etc.