**Exhibit10.8**

**EXECUTIONCOPY**

**AMENDEDand RESTATEDOUTSOURCE AGREEMENT**

                THIS AMENDED and RESTATEDOUTSOURCE AGREEMENT (this “Agreement”), dated as of April 19, 2006,is made by and between GKK Manager LLC, a Delaware limited liability company (the “Manager”), and SL Green OperatingPartnership, L.P., a Delaware limitedpartnership (“SL Green”).

**RECITALS**

                WHEREAS, Manager provides certain management servicesto Gramercy Capital Corp., a Maryland Corporation (the “Parent”), and GKKCapital LP, a Delaware limited partnership (the “Operating Partnership” and collectively with the Parent, the “Company”),pursuant to that certain ManagementAgreement, dated as of August 2, 2004, by and among the Company and theManager, as amended and restated as of the date hereof (the “ManagementAgreement”);

                WHEREAS, the Manager desires to avail itself of theexperience, advice and assistance of SL Green to provide various servicesrelated to the Parent’s obligations as a publicly registered and tradedcompany; and

                WHEREAS, SL Green is willing to perform the servicesdescribed below on the terms and conditions hereinafter set forth;

                WHEREAS, the Company has agreedin the Management Agreement to reimburse Manager for certain Expenses (as defined in the ManagementAgreement) incurred in connection with the Services obtained from SLGreen or other third party service providers;

                WHEREAS, the Manager and SL Green entered into theoriginal outsource agreement as of August 2, 2004 (the “Original OutsourceAgreement”); and

                WHEREAS, the Manager and SL Green desire to amend andrestate the Original Outsource Agreement inits entirety.

**AGREEMENT**

                NOW THEREFORE, in considerationof the mutual agreements herein set forth and intending to be legallybound, the parties hereto agree that the Original Outsource Agreement shall beamended and restated in its entirety as follows:

                1. Services.SL Green agrees to provide the following services(the “Services”) to the Manager uponits request:

                                (1) assisting the Company in complying with all regulatory requirements, including,but not limited to, any filings, periodic reporting, and communications,applicable to the Company required under the Securities Act of 1933, asamended;

                                (2) assisting the Company complying with allregulatory requirements applicable to the Company in respect of its businessactivities, including preparing or causing to be

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preparedall financial statements required under applicable regulations and all reportsand documents, if any, required under the Securities Exchange Act of 1934, asamended;

                                (3) assisting the Company in complying with allregulatory requirements applicableto the Company required by the New York Stock Exchange;

                                (4) assisting the Company with all regulatoryrequirements applicable to the Company required by the Sarbanes-OxleyAct of 2002;

                                (5) communicating on the Company’s behalf with the holders of any of the Company’sequity or debt securities as required to satisfy the reporting and otherrequirements of any governmental bodies oragencies or trading markets and to maintain effective relations with suchholders;

                                (6) administering the issuanceof any stock under the stock incentive plan to the Company’s executive officersor the employees of the Manger; and

                                (7) performing such other services as may be required from time to time for management and other activities relating to theServices as the Manager shall reasonably request.

                2. Term.ThisAgreement shall remain in full force and effect throughout the term of the ManagementAgreement as extended in accordance therewith and terminate simultaneously withthe expiration or earlier termination of the Management Agreement, except thatSL Green may terminate this Agreement at any time on 60 days notice to Manager.

                3. Fees.

                For the Services, SL Green will receive from Manageran annual fee, equal to $1,250,000 per year, payable in monthly installments inarrears on or before the fifth day after the month end. The amount of the fee hereunder shall be increased by3% over the prior year’s charge in each year after the first year. Manager shall be directly obligated topay accrued fees hereunder, whether or not reimbursed by the Company forsuch fees as contemplated by the Management Agreement.

                4. Confidentiality.

                (a) SL Green shall keepconfidential any nonpublic information obtained relating to its performanceof the Services and shall not disclose any such information (or use the sameexcept in furtherance of its duties underthis Agreement), except as permitted or contemplated by the Management Agreementor as required by regulatory or other governmental authorities. The provisions of this Section 4(a) shallsurvive the expiration or earlier termination of this Agreement.

                (b) Promptly after the expirationor earlier termination of this Agreement, SL Green shall return to Manager all confidential andproprietary information provided to or obtained by SL Green pursuant to or in connection with this Agreementand the performance of the Services hereunder, including all copies and extracts thereof in whatever form, in itspossession or under its control.

                5. Notices.All notices, requests, demands and other communications required orpermitted hereunder shall be in writing and mailed, faxed or delivered by handor courier service:

                (a) If to Manager, to:

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GKK Manager LLC420 Lexington AvenueNew York, New York 10170Attention: Office of General Counsel

                (b) If to SL Green, to:

SL Green Operating Partnership, L.P.420 Lexington AvenueNew York, New York 10170Attention: General Counsel

                6. Cooperation; Further Assistance.Each party hereto shall cooperate with andprovide assistance to the other parties consistent with the terms andconditions hereof to enable (a) the full performance of allobligations hereunder, and (b) the review and audit of books and recordsas they relate to the provision of the Services; such cooperation andassistance to include, without limitation, providing the other parties andtheir respective representatives and agents (including, without limitation,outside auditors) with reasonable access, during normal business hours and uponreasonable advance notice, to its employees,representatives and agents and its books, records, offices and propertiesrelating to the Services.

                7. Entire Agreement.Except for the applicable provisions of theManagement Agreement, this Agreement shall constitute the entireagreement among the parties relating to the subject matter hereof and shall supersede all other prior or contemporaryagreements, understandings, negotiations and discussions whether oral orwritten.

                8. Amendment andModification; Assignment.Neither thisAgreement nor any of the terms or provisions hereof may be changed,supplemented, waived, modified or assigned except by a written instrument executed by the parties hereto (or inthe case of a waiver, by the party granting such waiver); provided,however, Manager may assign this Agreement to any affiliate to whomManager assigns the Management Agreement(pursuant to the terms thereof).

                9. Counterparts.This Agreement may be executed in two or morecounterparts, each of which may be signed by any of the parties hereto,each of which shall be deemed an original and all of which together shall constitute one and the sameinstrument.

                10. GoverningLaw. This Agreement and all questions relating to its validity,interpretation, performance and enforcement shall be governed by, construed,interpreted and enforced in accordance with the internal laws of the State ofNew York, without regard to any conflicts of laws principles thereof.

                11. Invalid Provisions.If any provision of this Agreement is held to beillegal, invalid or unenforceableunder present or future laws, such provision shall be fully severable, thisAgreement shall be construed and enforced as if such illegal, invalid orunenforceable provision had never comprised a part of hereof and the remainingprovisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid orunenforceable provision or by its severance herefrom.

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                12. Definitions and Interpretation.

                                (a) Defined Terms.Capitalized terms used but not defined herein shall have the meanings ascribedthereto in the Management Agreement.

                                (b) Singularand Plural Forms.The use herein of thesingular form shall also denote the plural form, and the use herein ofthe plural form shall denote the singular form, as in each case the context may require.

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                INWITNESS WHEREOF, the parties hereto have duly executed this Agreement as of theday and year first written above.
|   | GKK MANAGER LLC                      |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 |   |
|   | By:                                  |   |
|   |                                 | Name: |
|   |                                 | Title: |
|   |                                 |   |
|   |                                 |   |
|   | SL GREEN OPERATING PARTNERSHIP, L.P. |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  |   |
|   |                                 | Name: Andrew S. Levine |
|   |                                 | Title: Executive Vice President |

 

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