Exhibit 10.9



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                     FUND II INVESTMENT MANAGEMENT AGREEMENT



                           Dated as of March 8, 2000







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911727.10

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                                TABLE OF CONTENTS

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<S>       <C>                                                                                                   <C>


ARTICLE I

         RETENTION; SERVICES AND POWERS
         OF INVESTMENT MANAGER....................................................................................2
                  1.1      Retention of Investment Manager........................................................2
                  1.2      Services to be Performed by Investment Manager.........................................2
                  1.3      Actions Requiring the Approval of the Management Committee.  ..........................3
                  1.4      Key Personnel.  .......................................................................5
                  1.5      Miscellaneous.  .......................................................................5

ARTICLE II

         COMPENSATION OF THE INVESTMENT MANAGER; FEES AND EXPENSES................................................5
                  2.1      Investment Manager Compensation........................................................5
                  2.2      Investment Manager Expenses.  .........................................................6
                  2.3      Fund Expenses.  .......................................................................6

ARTICLE III

         EXCULPATION AND INDEMNIFICATION..........................................................................7
                  3.1      Exculpation and Indemnification........................................................7

ARTICLE IV

         MISCELLANEOUS............................................................................................9
                  4.1      Duration and Termination...............................................................9
                  4.2      Status of Investment Manager as Independent Contractor.................................9
                  4.3      Notices................................................................................9
                  4.4      Governing Law.........................................................................10
                  4.5      Severability..........................................................................10
                  4.6      Entire Agreement......................................................................11
                  4.7      Binding on Successors.................................................................11
                  4.8      Headings..............................................................................11
                  4.9      Waiver................................................................................11
                  4.10     Amendment.............................................................................11

</TABLE>


911727.10
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                     FUND II INVESTMENT MANAGEMENT AGREEMENT
                     ---------------------------------------

     This INVESTMENT  MANAGEMENT  AGREEMENT (the "Agreement") is entered into as
of March 8, 2000, by and between CT Investment Management Co., LLC, a Delaware
limited liability company (the "Investment Manager"),  CT MP II, LLC, a Delaware
limited liability company (the "General  Partner") and CT Mezzanine Partners II,
L.P., a Delaware limited partnership (the "Fund"). All definitions not expressly
provided  herein  shall be those  set forth in the form of  Limited  Partnership
Agreement of the Fund (the "Fund  Partnership  Agreement") and as may be amended
from time to time and the Venture Agreement (as defined below).


                              PRELIMINARY STATEMENT
                              ---------------------

         A. The General Partner is the general partner of the Fund.  Pursuant to
the Fund  Partnership  Agreement,  the Fund will pay the General  Partner a fund
management  fee (the "Fund  Management  Fee") in  consideration  of certain fund
management services to be provided by the General Partner to the Fund.

         B. The  General  Partner  desires to retain the  Investment  Manager to
provide certain investment management services in connection with the day-to-day
management of the Fund subject to the  supervision  and direction of the General
Partner's management  committee (the "Management  Committee") as provided in the
Fund Partnership Agreement.

         C. Capital Trust,  Inc., a Maryland  corporation  ("CT") CT-F1,  LLC, a
Delaware limited liability company ("CI-F1"),  CT-F2-GP, LLC, a Delaware limited
liability  company  ("CT-F2-GP"),  CT-F2-LP,  LLC, a Delaware limited  liability
company ("CT-F2-LP") and the Investment Manager (collectively, the "CT Parties")
and  Travelers  Limited  Real Estate  Mezzanine  Investments  I, LLC, a Delaware
limited  liability  company  ("Limited REMI I"),  Travelers  General Real Estate
Mezzanine  Investments II, LLC, a Delaware limited  liability  company ("General
REMI II"),  Travelers  Limited  Real  Estate  Mezzanine  Investments  II, LLC, a
Delaware limited liability company ("Limited REMI II")  (collectively,  the "CIG
Parties") are parties to a Venture  Agreement,  dated as of the date hereof (the
"Venture Agreement").

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein contained, the Investment Manager, the General Partner and the Fund agree
as follows:

                                    ARTICLE I

                         RETENTION; SERVICES AND POWERS
                         ------------------------------
                              OF INVESTMENT MANAGER
                              ---------------------

     1.1  Retention  of  Investment  Manager.  The General  Partner and the Fund
          ----------------------------------
hereby appoint the Investment  Manager  (subject to the following  provisions of
this Agreement)

911727.10


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exclusively  to act as the  investment  manager of the Fund and to  provide  the
services to the Fund described in Section 1.2 of this Agreement.

     1.2 Services to be Performed by Investment Manager.  The Investment Manager
         ----------------------------------------------
shall be responsible for the day-to-day  management of the Fund,  subject to the
supervision  and  direction  of and  any  Approval  required  by the  Management
Committee.  Services to be rendered by the Investment  Manager to the Fund shall
include the following:

         (a) The Investment  Manager shall manage the  Investments in accordance
with and subject to the  restrictions  and limitations  contained in Section 1.3
hereof;

         (b) The Investment  Manager shall (i) identify,  evaluate and negotiate
Investment opportunities,  (ii) make investment  recommendations relating to the
making and realizing of Investments,  (iii) monitor  Investments on a day-to-day
basis,  including  arranging  for the  accounting,  budgeting,  safekeeping  and
administration  of  Investments,  (iv) arrange debt  financing  for the Fund and
Investments,  and (v) advise the Fund with a view to optimizing the returns from
Investments.

         (c) The  Investment  Manager  shall develop and  administer  the Fund's
financial and accounting  reporting  functions,  treasury and cash or management
functions and internal control and audit functions.

         (d) The Investment  Manager may make  individual  investments in assets
(as such assets are or will be reflected on the Fund's  balance  sheet) of up to
$25,000,000  and sell such  individual  investments  without the approval of the
General Partner or the Management Committee.

         (e) The  Investment  Manager  shall  identify,  recommend  and  oversee
necessary third-party  independent contractors to provide additional services to
the Fund.

         (f) The  Investment  Manager shall work  together  with the  Management
Committee to submit to the Members the following reports:

               (i)  An unaudited  monthly  activity  report on operations  which
                    will  include  an income  statement,  a balance  sheet and a
                    commentary report on both a monthly basis and a year-to-date
                    basis and a list of all Fund assets and the status  thereof.
                    The  report  will be  delivered  to the  Members  within  10
                    business days after the last day of each month.

               (ii) An  unaudited  quarterly  report on  operations  which  will
                    include an income statement, a balance sheet, a statement of
                    cash flows,  and statement of the Fund's equity.  The report
                    will  present the income  statement  and  statement  of cash
                    flows on both a quarterly basis and

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                   a  year-to-date  basis.  The report also will compare  actual
                   operations to those projected in the Annual Operating Budget.
                   The report will be  delivered  to Members  within 30 business
                   days after the last day of each month.

               (iii)Annual  audited  financial  statements  certified  to  be in
                    accordance with GAAP within 60 days of the fiscal year end.

               (iv) Any other  reports  the  General  Partner or the  Investment
                    Manager are required to provide to the General Partner,  the
                    Fund  or  its   Limited   Partners   pursuant  to  the  Fund
                    Partnership Agreement.

         (g) The  Investment  Manager shall obtain,  at the expense of the Fund,
director and officer/manager  liability insurance, and other liability insurance
and business  insurance  customary  for  businesses  like that of the Fund.  The
liability  insurance  coverages  shall  provide  for full tail  coverage  (on an
occurrence  basis  during  the term of the Fund) for a  minimum  of three  years
following the date of the dissolution of the Fund.

     1.3  Actions   Requiring   the  Approval  of  the   Management   Committee.
          ----------------------------------------------------------------------
Notwithstanding  the  provisions of Section 1.2 above,  the  Investment  Manager
shall not take the following actions on behalf of the Investment  Manager or the
Fund without the unanimous approval of the Management Committee:

               (i)  approving or amending the Business Plan;

               (ii) the making of a loan or the purchase or sale of an asset (as
                    such asset is or will be  reflected  on the  Fund's  balance
                    sheet) amount in excess of $25,000,000;

               (iii)any material  modification or amendment of the provisions of
                    an asset  (as  such  asset  is or will be  reflected  on the
                    Fund's balance sheet) exceeding $25,000,000;

               (iv) initiating any litigation,  arbitration or other  proceeding
                    on  behalf  of the  Fund  where  the  Fund's  claims  exceed
                    $5,000,000 or the settlement of any litigation,  arbitration
                    or other  proceeding  that would require any  expenditure by
                    the Fund of more than $5,000,000;

               (v)  entering  into  any  contract  or  lease  that  (a)  is  not
                    consistent with the Annual  Operating  Budget then in effect
                    and (b) has a term exceeding one (1) year,  other than those
                    contracts or leases that may be freely

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                    terminated by the Fund,  without  penalty,  upon thirty (30)
                    days' notice.

               (vi) selling  substantially all the assets of the Fund other than
                    in the ordinary course of business;

               (vii)the sale of more than  $100,000,000  in the aggregate of the
                    principal  amount  of the  Fund's  Investments  in any given
                    12-month period;

               (viii) establishing any credit facility greater than $100 million
                      or any transaction loan  inconsistent with the guidelines
                      in the Annual Operating Budget;

               (ix) making  in-kind  distributions  of  property  to the  Fund's
                    Members;

               (x)  entering  into  contracts  with   affiliates  of  a  Member,
                    including  any  amendment,  modification  or  waiver of this
                    Agreement;

               (xi) causing the Fund to enter into a new line of business;

               (xii)causing the Fund to file a  voluntary  case under the United
                    States  Bankruptcy Code or to initiate any other  proceeding
                    under federal or state law for the relief of debtors;

               (xiii) selecting  or  discharging  the General  Partner's  or the
                      Fund's accountants;

               (xiv)selecting  or  discharging  the  General  Partner's  or  the
                    Fund's legal counsel; and

               (xv) undertaking  general  or  administrative  expenditures  that
                    exceed by 10% the amount  provided for any such  expenses in
                    the Annual Operating Budget.

     1.4 Key Personnel. The Investment Manager shall cause each of John R. Klopp
         -------------
and Craig M. Hatkoff (the "Key  Individuals")  to commit to devote a substantial
portion  of  their  professional  time  and  energy  to the  performance  of the
Investment Manager's duties under this Agreement; it being understood and agreed
that so long as Mr. Klopp is an employee of CT and continues to provide services
to the Investment  Manager in accordance  with this Section 1.4, Mr. Hatkoff may
devote up to 50% of his professional time to activities not related to the Fund.
The Investment Manager shall cause at least one additional Senior Manager of the
Investment  Manager to devote a substantial  portion of his or her  professional
time and energy to the performance of the Investment Manager's duties under this
Agreement; provided, however, that the identity of

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such Senior  Manager is reasonably  acceptable to the Fund. The Fund and General
REMI II agree that either of Steve Plavin or Edward  Shugrue would be acceptable
as the Senior Manager.  In the sole event of (i) Mr. Klopp's death or Disability
(but not the termination of his employment for any other reason) during the term
of this Agreement, and (ii) Mr. Hatkoff and Mr. Plavin each devote a substantial
portion of his professional time and energy to the performance of the Investment
Manager's duties under this Agreement, then the death or Disability of Mr. Klopp
shall not be deemed a breach by the  Investment  Manager of this Section 1.4. If
Mr. Hatkoff either dies,  becomes Disabled or his employment with the Investment
Manager is terminated during the term of this Agreement and Mr. Klopp and either
Mr.  Plavin,  Mr.  Shugrue  or  another  Senior  Manager  (which  is  reasonably
acceptable  to  General  REMI  II)  each  devote a  substantial  portion  of his
professional  time and energy to the  performance  of the  Investment  Manager's
duties under this Agreement,  then the death or Disability of Mr. Hatkoff or the
termination  of Mr.  Hatkoff's  employment  shall not be deemed a breach of this
Section 1.4.

     1.5  Miscellaneous.  To the extent that the  performance  of the duties set
          -------------
forth in this Agreement places any affirmative  regulatory  obligations upon the
Investment Manager,  the Investment Manager shall not be deemed to have accepted
such duties  unless and until it complies with any and all  applicable  laws and
regulations. The Investment Manager, in its performance of its duties hereunder,
shall act in  conformity  with the  instructions  and  directions of the General
Partner  and/or  the Fund shall the  Management  Committee  and comply  with and
conform  to  the  requirements  of  all  applicable   federal  and  state  laws,
regulations and rulings.


                                   ARTICLE II

            COMPENSATION OF THE INVESTMENT MANAGER; FEES AND EXPENSES
            ---------------------------------------------------------

     2.1 Investment  Manager  Compensation.  As compensation for its services in
         ---------------------------------
acting as Investment  Manager of the Fund, the General  Partner shall pay to the
Investment  Manager  a  management  fee which  shall be equal to the  Investment
Management  Fee in accordance  with Section 2.11 of the Venture  Agreement.  The
Investment  Management  Fee shall accrue and be payable  quarterly in advance in
the manner and at the times set forth in Section  2.11 of the Venture  Agreement
(which is incorporated  herein by reference).  Within 90 days of the end of each
calendar  year,  the General  Partner and the  Investment  Manager shall jointly
calculate and determine the aggregate Investment  Management Fee that accrued to
the Investment Manager for such year. As provided in the Venture  Agreement,  to
the extent the amount of Investment Management Fee payments actually received by
the Investment  Manager during such year exceeded the  calculated  amount,  such
excess shall be applied to the Investment  Management Fee payments to be made to
the Investment Manager in the next quarter(s) until recouped; provided, however,
that if upon  termination  of this  Agreement  any portion of such excess amount
remains  unpaid,  the  Investment  Manager  shall pay the General  Partner  such
remaining  excess  amount  in  full  as  promptly  as  practicable   after  such
termination.  As provided in the Venture Agreement, to the extent the calculated
amount exceeds the amount of Investment Management Fee payments

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actually received by the Investment  Manager,  the General Partner shall pay the
Investment  Manager the  difference  between such amounts.  The General  Partner
shall fund the payment of the  Investment  Management Fee from funds obtained on
account of the Fund  Management  Fee (as well as from its "carried  interest" or
"promote" as  contemplated by the Venture  Agreement)  received from the Fund as
promptly as practicable after the calculation of such excess amount.

     2.2 Investment  Manager  Expenses.  The  Investment  Manager shall bear the
         -----------------------------
following ordinary  day-to-day  expenses incidental to the administration of the
Fund (i) all costs and  expenses of providing  to the Fund,  and the  Investment
Manager, the office space, facilities,  utility service,  supplies and necessary
administrative  and  clerical  functions  connected  with  the  Fund's,  and the
Investment Manager's, operations; and (ii) compensation of all employees who are
engaged in the operation or management of the Fund's or the Investment Manager's
business (collectively, "Administrative Expenses").

     2.3 Fund Expenses.  Except as provided in Section 2.2 above, the Fund shall
         -------------
bear and be charged with all other costs and  expenses of the Fund's  activities
and  operations,  including all activities  and operations  prior to the date of
this Agreement and including, without limitation, to the extent directly related
to the Fund  and its  Investments:  (i) all  costs  and  expenses,  incurred  in
developing,  negotiating,  structuring,  acquiring  or  financing  any  proposed
Investment,  whether or not the Fund actually invests therein including, without
limitation,  any  travel,  legal and  accounting  expenses  and  other  fees and
out-of-pocket  costs  related  thereto,  and the  costs of  rendering  financial
assistance   to  or  arranging  for  financing  for  any  assets  or  businesses
constituting any such proposed Investment;  (ii) all costs and expenses, if any,
incurred in monitoring  Investments,  including  without  limitation any travel,
legal and  accounting  expenses and other fees and  out-of-pocket  costs related
thereto;  (iii) all costs and  expenses,  if any,  incurred in  disposing  of or
otherwise dealing with Investments,  including,  without limitation, any travel,
legal and  accounting  expenses and other fees and  out-of-pocket  costs related
thereto,  and the costs of rendering  financial  assistance  to or arranging for
financing for any assets or businesses constituting  Investments;  (iv) taxes of
the Fund,  fees of auditors,  counsel and other advisors of the Fund,  insurance
costs of the Fund and costs  related to  litigation  and  threatened  litigation
involving  the Fund;  (v)  expenses  associated  with third  party  accountants,
attorneys  and tax  advisors  with  respect  to the  Fund  and  its  activities,
including the preparation  and auditing of financial  reports and statements and
other similar  matters,  and costs associated with the distribution of financial
and other  reports and capital call notices to the Members and costs  associated
with Fund  meetings;  (vi)  brokerage  commissions  and other  investment  costs
incurred by or on behalf of the Fund and paid to third parties unaffiliated with
the Investment Manager,  and to the extent approved by the Management  Committee
pursuant to the Fund  Partnership  Agreement,  brokerage  commissions  and other
investment costs incurred by and on behalf of the Fund and paid to affiliates of
the  Investment  Manager;  (vii)  all  costs and  expenses  associated  with the
obtaining and maintaining  insurance as provided in Section  1.2(g),  including,
without  limitation,  customary  liability  insurance  to insure the  Investment
Manager  and  other  parties  whom the  Fund has  agreed  to  indemnify  against
liability  under  the  Fund  Partnership  Agreement;  (viii)  fees  incurred  in
connection with the maintenance of bank or custodian accounts; (ix) all expenses
incurred in connection with the registration of the Fund's securities under

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applicable securities laws or regulations; and (x) all expenses of the Fund that
are not recurring normal operating expenses,  (all such expenses,  collectively,
the "Operating Expenses").  To the extent any Operating Expenses are paid by the
Investment Manager, such Operating Expenses shall be reimbursed by the Fund.

                                   ARTICLE III

                         EXCULPATION AND INDEMNIFICATION
                         -------------------------------

     3.1 Exculpation and Indemnification. (a) Neither the Investment Manager nor
         -------------------------------
any of its partners, affiliates,  directors, officers, employees,  shareholders,
members and other agents (each, an "Indemnified Party"),  shall be liable to the
General Partner, the Fund or to the Members for monetary damages for any losses,
claims,  damages or  liabilities  ("Damages")  arising from any act performed or
omitted by such parties  arising out of or in connection with the performance by
Investment  Manager of its services under this Agreement or the Fund's  business
or  affairs,  including,  without  limitation,  all  activities  of the  type or
character disclosed in the Fund's confidential  offering  memorandum,  as it may
have been supplemented or amended, under the captions "Risk Factors," "Conflicts
of Interest" or elsewhere therein (such disclosure being incorporated  herein by
reference),   except  to  the  extent  that  any  such  Damages  are   primarily
attributable to the gross  negligence or willful  misconduct of such Indemnified
Party.

     (b) (1) The Fund shall, to the fullest extent  permitted by applicable law,
     indemnify,  defend and hold harmless the  Indemnified  Parties  against any
     Damages to which the  Indemnified  Party may become  subject in  connection
     with any matter  arising out of or in connection  with the  performance  by
     Investment  Manager  of its  services  under this  Agreement  or the Fund's
     business or affairs,  except,  with respect to any Indemnified Party to the
     extent  that any such  Damages  are  primarily  attributable  to the  gross
     negligence  or  willful  misconduct  of  such  Indemnified  Party.  If  the
     Indemnified   Party  becomes  involved  in  any  capacity  in  any  action,
     proceeding or investigation in connection with any matter arising out of or
     in connection  with the  performance by Investment  Manager of its services
     under this  Agreement  or the Fund's  business or  affairs,  the Fund shall
     reimburse the Indemnified Party for its reasonable legal and other expenses
     (including  the  cost of any  investigation  and  preparation)  as they are
     incurred in connection therewith, provided that the Indemnified Party shall
     promptly repay to the Fund the amount of any such reimbursed  expenses paid
     to it if it shall  ultimately be finally  determined  that the  Indemnified
     Party was not entitled to be  indemnified  by the Fund in  connection  with
     such action, proceeding or investigation.  If for any reason (other than by
     reason of the exclusions  from  indemnification  hereinabove set forth) the
     foregoing  indemnification  is unavailable  to the  Indemnified  Party,  or
     insufficient  to hold it harmless,  then the Fund shall  contribute  to the
     amount paid or payable by the  Indemnified  Party as a result of such loss,
     claim, damage, liability or expense in such proportion as is appropriate to
     reflect the relative  benefits received by the Fund on the one hand and the
     Indemnified Party on the other hand or, if

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     such allocation is not permitted by applicable law, to reflect not only the
     relative benefits  referred to above but also any other relevant  equitable
     considerations.

          (2) The  provisions of this Section  3.1(b) shall survive for a period
     of three years from the date of dissolution  of the Fund;  provided that if
     at  the  end  of  such  period  there  are  any  actions,   proceedings  or
     investigations then pending, the Indemnified Party shall notify the General
     Partner and the General  Partner  shall so notify the Fund and the Partners
     of the Fund at such time (which notice shall include a brief description of
     each such action,  proceeding or investigation and the liabilities asserted
     therein)  and the  provisions  of this Section  3.1(b)  shall  survive with
     respect to each such action,  proceeding or investigation set forth in such
     notice (or any related action,  proceeding or investigation  based upon the
     same or  similar  claim)  until the date that such  action,  proceeding  or
     investigation  is  finally  resolved;  and  provided,   further,  that  the
     obligations of the Fund under this Section 3.1(b) shall be satisfied solely
     out of Fund assets,  subject to the right of the  liquidator of the Fund to
     establish  reserves,   pursuant  to  the  Fund  Partnership  Agreement  for
     contingent obligations under this Section 3.1(b).

         (c) No member of the General  Partner or Partner of the Fund shall have
any  obligation to the Fund or any other Partner of the Fund to bring or join in
any action in defense of an  Indemnified  Party  pursuant  to Section 3.1 (a) or
(b).  Nothing  contained in this Section 3.1 shall be construed as any waiver of
insurance claims or recoveries by the Fund or an Indemnified Party.

         (d) The remedies of an  Indemnified  Party under this Article III shall
be non- exclusive and,  without  duplication,  each such  Indemnified  Party may
pursue any other remedy provided in law or equity.

         (e) The  provisions  of this  Article III shall inure to the benefit of
the  Indemnified  Parties,  and any  successors,  assigns,  heirs  and  personal
representatives of such Indemnified Parties.


                                   ARTICLE IV

                                  MISCELLANEOUS
                                  -------------

     4.1 Duration and  Termination.  If any of the following  events shall occur
         -------------------------
(each a  "Investment  Manager  Removal  Event"):  (i) a  Bankruptcy  or an event
specified  in  Section  17-  402(a)(8)  of the Act  occurs  with  respect to the
Investment Manager;  (ii) the Investment Manager is grossly negligent or commits
willful  misconduct  in the  performance  of its  material  duties  to the Fund,
resulting in material damages to the Fund; (iii) the Investment  Manager commits
an act of fraud  involving  the Fund (which  results in material  damages to the
Fund), or intentionally  misappropriates significant funds of the Fund; (iv) the
termination or liquidation of the Fund;(v)

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the Investment Manager materially breaches this Agreement and such breach is not
remedied in all material respects within 30 days after the Investment  Manager's
receipt of written  notice from General REMI II; (vi) upon the  occurrence of an
Event of  Default  as a result  of a Default  by CT-  F2-GP  (as such  terms are
defined in Section 11.1 of the Limited  Liability  Company Agreement of CT MP II
LLC (the "GP Agreement")) and the election by General REMI II to pursue a remedy
pursuant to Section 11.2 of the GP Agreement;  and (vii) upon the  occurrence of
an  event of  default  as a result  of a  default  by  CT-F2-LP  under  the Fund
Partnership  Agreement  where  such  default  is not  remedied  in all  material
respects within the cure period provided in the Fund  Partnership  Agreement and
the  election by General  REMI II, on behalf of CT MP II LLC, to pursue a remedy
as provided by the Fund Partnership Agreement;  then General REMI II may deliver
a  written  notice  to the  Investment  Manager  and the  General  Partner  (the
"Investment  Manager Removal Notice") stating that the Investment  Manager shall
be removed as  Investment  Manager  under this  Agreement  and  setting  forth a
description of the relevant Investment Manager Removal Event(s).  The Investment
Manager  shall be deemed to be  removed  on the date of the  Investment  Manager
Removal  Notice or, if such removal is pursuant to clause (iv),  upon the end of
the liquidation of the Fund.

     Any dispute which arises under this Agreement shall be resolved pursuant to
Section 4.2 of the Venture Agreement.

     4.2 Status of Investment Manager as Independent Contractor.  The Investment
         ------------------------------------------------------
Manager shall for all purposes herein be deemed to be an independent  contractor
and shall,  unless otherwise expressly provided herein or authorized by the Fund
from time to time, have no authority to act for or represent the Fund in any way
or otherwise be deemed an agent of the Fund.

     4.3 Notices.  Any notices required  hereunder shall be in writing and shall
         -------
be  deemed  given  when  delivered  in  person  or by  courier  or when  sent by
first-class  registered  or  certified  mail or by  national  prepaid  overnight
delivery  service to the parties at such addresses as either party may from time
to time specify by notice.

     If to the Fund at:

             Travelers Limited Real Estate
             Mezzanine Investments I, LLC
             205 Columbus Boulevard, 9PB
             Hartford, CT  06183-2030
             Attn:  Duane Nelson, Esq.
             Real Estate Investment Number:  12833


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          with a copy to:

             Loeb & Loeb LLP
             1000 Wilshire Boulevard, Suite 1900
             Los Angeles, California  90017
             Attn:  Andrew S. Clare, Esq.


          If to the Investment Manager at:

             CT Investment Management, LLC
             c/o Capital Trust, Inc.
             605 Third Avenue
             26th Floor
             New York, NY 10158
             Attn:  John R. Klopp

          with a copy to:

             Battle Fowler LLP
             75 East 55th Street
             New York, NY 10022
             Attn:  Thomas E. Kruger, Esq.

     4.4  Governing   Law.  This   Agreement   shall  be  governed,   construed,
          ---------------
administered  and  regulated in all respects  under the laws of the State of New
York to the extent such laws are not  preempted or superseded by the laws of the
United States.

     4.5  Severability.  If  any  one or  more  of  the  covenants,  agreements,
          ------------
provisions  or  terms of this  Agreement  shall  be held to be  contrary  to any
express  provision  of law or  contrary  to policy of  express  law,  though not
expressly  prohibited,  or to be against public policy,  or shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants,  agreements,  provisions
or  terms  of  this  Agreement  and  shall  in no way  affect  the  validity  or
enforceability of the other provisions of this Agreement.

     4.6 Entire Agreement. This Agreement constitutes the entire agreement among
         ----------------
the parties hereto with respect to the subject matter hereof, and supersedes any
prior  agreement or  understanding  among the parties hereto with respect to the
subject matter hereof.

     4.7 Binding on Successors.  This Agreement  shall be binding upon the Fund,
         ---------------------
the General Partner, the Investment Manager and their respective  successors and
assigns.  However,  no  assignment of this  Agreement  shall be made without the
prior written consent of the Fund.

911727.10
                                       10

<PAGE>




     4.8  Headings.  The  headings  used  in this  Agreement  are  inserted  for
          --------
reference  purposes  only and  shall not be deemed to limit or affect in any way
the meaning or interpretation of any of the terms or provisions herein.

     4.9  Waiver.  Any  failure of any party to comply  with any  obligation  or
          ------
agreement  herein may be waived in writing by the other party but such waiver or
failure to insist upon strict compliance with such obligation or agreement shall
not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.

     4.10 Amendment.  This Agreement may be amended,  modified,  or supplemented
          ---------
only by written agreement of the parties hereto.


911727.10
                                       11

<PAGE>



     IN WITNESS WHEREOF,  this Agreement is hereby executed as of the date first
hereinabove written.


<TABLE>
<CAPTION>
<S>                                                         <C>

CT INVESTMENT MANAGEMENT CO.,                               CT MP II LLC
LLC

By:      Capital Trust, Inc., as sole Member                By: Travelers General Real Estate
                                                                Mezzanine Investments II, LLC,
                                                                a Member

         By:   /s/  John R. Klopp                                 By: /s/  Michael Watson
               -----------------------------                          ----------------------------
                  John R. Klopp                                            Michael Watson
                  Chief Executive Officer                                  Vice President



                                                            By: CT-F2-GP, LLC, a Member

                                                                By: Capital Trust, Inc., as sole
                                                                       Member

                                                                 By:  /s/  John R. Klopp
                                                                      ----------------------------
                                                                      John R. Klopp
                                                                      Chief Executive Officer


                                                            CT MEZZANINE PARTNERS II, L.P.


                                                            By:  CT MP II LLC, as General Partner

                                                                By: Travelers General Real Estate
                                                                      Mezzanine Investments II,
                                                                       LLC, a Member

                                                                  By:  /s/  Michael Watson
                                                                      ----------------------------
                                                                           Michael Watson
                                                                           Vice President

                                                                By: CT-F2-GP, LLC, a Member

                                                                    By: Capital Trust, Inc., as sole
                                                                        Member

                                                                        By: /s/  John R. Klopp
                                                                            -----------------------
                                                                               John R. Klopp
                                                                               Chief Executive Officer
</TABLE>

911727.10