Exhibit 10.1





                                VENTURE AGREEMENT

                                     amongst

           TRAVELERS LIMITED REAL ESTATE MEZZANINE INVESTMENTS I, LLC



           TRAVELERS LIMITED REAL ESTATE MEZZANINE INVESTMENTS II, LLC



           TRAVELERS GENERAL REAL ESTATE MEZZANINE INVESTMENTS II, LLC



                                       AND

                               CAPITAL TRUST, INC.

                                   CT-F1, LLC

                                  CT-F2-GP, LLC

                                  CT-F2-LP, LLC

                        CT INVESTMENT MANAGEMENT CO., LLC

                                  MARCH 8, 2000




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                               TABLE OF CONTENTS
                               -----------------

                                                                            Page
                                                                            ----


ARTICLE I DEFINED TERMS........................................................4

     1.1.     Definitions......................................................4
     1.2.     General References..............................................15

ARTICLE II THE VENTURE........................................................16

     2.1.     Agreements Executed and Delivered Simultaneously with this
              Agreement.......................................................16
     2.2.     Agreements to be Executed and Delivered in Connection with the
              Closings of Fund II and Subsequent Funds........................16
     2.3.     Approval by CT's Stockholders...................................19
     2.4.     Business Plan...................................................20
     2.5.     The CIG Parties Commitment; CT Parties Commitment...............20
     2.6.     General REMI II's Right of First Refusal........................21
     2.7.     CIG Real Estate Exclusivity.....................................23
     2.8.     CT Exclusivity..................................................24
     2.9.     Mutual Cooperation..............................................25
     2.10.    CIG Parties' Representation on CT's Board of Directors..........25
     2.11.    Investment Management Fees......................................26
     2.12.    Unwind Right; Unwind............................................28
     2.13.    Key Individuals.................................................30
     2.14.    REIT Status.....................................................31

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTIES.....................32

     3.1.     Reciprocal Representations and Warranties.......................32
     3.2.     Representations and Warranties of CT............................33

ARTICLE IV DISPUTE RESOLUTION.................................................34

     4.1.     Appraisal Procedure.............................................34
     4.2.     Arbitration.....................................................35

ARTICLE V INDEMNIFICATION.....................................................36

     5.1.     Indemnification.................................................36

ARTICLE VI CONFIDENTIALITY AND NON-DISCLOSURE.................................37

     6.1.     Confidentiality.................................................37


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                                                                            Page
                                                                            ----
ARTICLE VII TERMINATION AND SURVIVAL..........................................38

     7.1.     Termination.....................................................38
     7.2.     Survival........................................................38

ARTICLE VIII MISCELLANEOUS....................................................39

     8.1.     Expenses of the Transaction.....................................39
     8.2.     Notices........................................................ 39
     8.3.     Entire Agreement................................................41
     8.4.     Modification....................................................41
     8.5.     Waivers and Consents............................................41
     8.6.     Severability....................................................41
     8.7.     Further Assurances..............................................41
     8.8.     Governing Law...................................................41
     8.9.     Counterparts....................................................42
     8.10.    Brokers and Finders.............................................42
     8.11.    Construction and Interpretation.................................42
     8.12.    Successors and Assigns..........................................42
     8.13.    Cumulative Remedies.............................................42


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                                TABLE OF CONTENTS
                                -----------------

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                                                                            ----

EXHIBITS

A.       Business Plan
B.       Fund I Agreement
C.       Fund I Warrant Agreement
D.       Fund I Promissory Note
E.       Fund I Investment Management Agreement
F.       Fund II General Partner Agreement
G.       Fund II Management Agreement
H.       Fund II Investment Management Agreement
I.       CT-F2-GP Capital Formation Agreement
J.       Limited REMI I Capital Formation Agreement
K.       Placement Agent Agreement
L.       Stockholder Approval Agreement
M.       Stockholder Voting and Lock-Up Agreement
N.       CTP Term Sheet
O.       CT's Business Plan
P.       CT Guaranty
Q.       TIC Guaranty
R.       CT Board Certificate
S.       CT D&O Certificate
T.       Fund IIWarrant Purchase Agreement
U.       Registration Rights Agreement

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                                VENTURE AGREEMENT


         This VENTURE  AGREEMENT  ("Agreement")  is entered into this 8th day of
March 2000, amongst 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"),  CT-F1,  LLC, a Delaware limited  liability  company  ("CT-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"), CT Investment Management Co.,
LLC, a Delaware limited  liability  company  ("CTIMCO")  (collectively,  the "CT
Parties"), and Capital Trust, Inc., a Maryland corporation ("CT").

                                   WITNESSETH:
                                   -----------

         WHEREAS,  the CIG Parties, the CT Parties and CT wish to jointly engage
in the  Business (as herein  defined)  through a series of  co-sponsored  pooled
investment  vehicles and have jointly  adopted the business plan attached hereto
as  Exhibit  A (the  "Business  Plan")  relating  to  such  co-sponsored  pooled
investment  vehicles  other  than  Fund I (singly  a  "Fund",  and  collectively
"Funds");

         WHEREAS,  the CIG  Parties  and CT wish to  commence  their  venture by
forming CT Mezzanine Partners I LLC, a Delaware limited liability company ("Fund
I") in which  Limited  REMI I and CT-F1  shall be the only  members and the only
investors as set forth more fully in the limited  liability company agreement of
Fund I entered into between Limited REMI I and CT-F1 on the date hereof,  a copy
of which is attached hereto as Exhibit B (the "Fund I Agreement");

         WHEREAS, in connection with the formation of Fund I, CT has on the date
hereof  issued to CT-F1 a warrant to purchase  4,250,000  shares of CT's class A
common stock, par value $.01 per share ("CT Class A Common Stock"), at $5.00 per
share  (the  "Fund I  Warrant"),  pursuant  to the terms and  conditions  of the
warrant agreement attached hereto as Exhibit C (the "Fund I Warrant Agreement");

         WHEREAS, CT-F1 has on the date hereof contributed the Fund I Warrant to
Fund I as part of its  capital  contribution  to Fund I  pursuant  to the Fund I
Agreement;

         WHEREAS,  Limited  REMI I has on the date hereof  purchased  the Fund I
Warrant  from Fund I pursuant to the Fund I Warrant  Purchase  Agreement  and in
consideration  thereof has  delivered  to Fund I a  promissory  note in the form
attached hereto as Exhibit D (the "Fund I Promissory Note");

         WHEREAS,  CTIMCO and Fund I have on the date  hereof  entered  into the
management  agreement  attached  hereto  as  Exhibit E (the  "Fund I  Investment
Management  Agreement") setting forth the terms and conditions pursuant to which
CTIMCO will manage certain matters for Fund I;

<PAGE>

         WHEREAS,  General  REMI II and  CT-F2-GP  wish to  co-sponsor  a second
pooled  investment  vehicle,  CT  Mezzanine  Partners II LP, a Delaware  limited
partnership  ("Fund  II"),  to  engage  in the  Business  and to  offer  limited
partnership  interests to third  parties,  including  Citibank  Private  Banking
Clients (as herein defined);

         WHEREAS,  the  parties  hereto  also wish to  co-sponsor  other  pooled
investment  vehicles to engage in the Business  (collectively,  "Other Funds" or
singly, an "Other Fund"), the terms,  conditions and structure of which shall be
the same as those of Fund II unless  the  parties  otherwise  mutually  agree as
provided  herein;  Other Funds the  initial  closing of which occur on or before
December 31, 2001 are hereinafter collectively referred to as "Subsequent Funds"
and singly as a "Subsequent Fund";

         WHEREAS,  General REMI II and CT-F2-GP have on the date hereof  entered
into the limited liability  company agreement  attached hereto as Exhibit F (the
"Fund II  General  Partner  Agreement")  relating  to CT MP II LLC,  a  Delaware
limited  liability  company,  to form the entity  that will serve as the general
partner of Fund II (the "Fund II General Partner");

         WHEREAS,  pursuant to the  provisions  of this  Agreement,  the parties
hereto  have  agreed on the form of the  general  partner  management  agreement
attached hereto as Exhibit G (the "Fund II Management  Agreement") to be entered
into between the Fund II General  Partner and Fund II relating to the management
of Fund II by the Fund II General Partner,  subject to modification  pursuant to
the mutual agreement of General REMI II and CT-F2-GP based on market  conditions
and other factors present at the time of the formation and marketing of Fund II;

         WHEREAS, pursuant to the provisions of this Agreement, the parties have
agreed on the form of investment management agreement attached hereto as Exhibit
H (the "Fund II Investment Management Agreement") to be entered into between the
Fund II  General  Partner,  Fund II and CTIMCO  pursuant  to which  CTIMCO  will
provide the  services  and receive the fees set forth in the Fund II  Investment
Management Agreement;

         WHEREAS,  CT-F2-GP and Salomon  Smith  Barney Inc.  ("SSB") have on the
date hereof executed and delivered to each other the capital formation agreement
attached hereto as Exhibit I (the "CT-F2-GP Capital Formation Agreement");

         WHEREAS,  Limited  REMI I and SSB have on the date hereof  executed and
delivered  to each other the  capital  formation  agreement  attached  hereto as
Exhibit J (the "Limited REMI I Capital Formation Agreement");

         WHEREAS,  the Fund II General  Partner  and SSB have on the date hereof
executed and  delivered to each other the  placement  agent  agreement  attached
hereto as Exhibit K (the "Placement Agent Agreement");

         WHEREAS,  in connection  with the  formation of Fund II and  Subsequent
Funds and in consideration of the CIG Parties Commitment (as defined herein) and
Limited REMI II's procuring  Private Banking Client  Commitments,  CT has on the
date hereof agreed to issue,  concurrently  with the Fund II Initial Closing (as
defined herein),  to CT-F2-GP with respect to the Fund II General Partner,  and,
as applicable, concurrently with any Subsequent Closing (as

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<PAGE>




defined  herein),  to CT-F2-GP with respect to the Fund II General Partner or to
any CT Fund Control Person Member (as defined herein) of each  Subsequent  Fund,
as the case may be (and in each case subject to the procedures  and  limitations
set forth in Section  2.2  hereof),  certain  warrants  containing  the right to
purchase an  aggregate  number of shares of CT Class A Common Stock at $5.00 per
share determined in accordance with the formula set forth in Section 2.2 hereof,
each to be issued pursuant to a form of warrant  agreement  substantially in the
form of the Fund I Warrant  Agreement  (any such warrant  constituting  either a
Fund II Purchase Warrant, a Fund II Service Warrant, a Subsequent Funds Purchase
Warrant or a Subsequent  Funds Service Warrant (as each term is defined herein),
as the case may be);

         WHEREAS, CT-F2-GP has agreed to contribute the Fund II Purchase Warrant
and the Fund II, Service  Warrant or the Subsequent  Funds Purchase  Warrant and
the Subsequent Funds Service Warrant, as the case may be, when, as and if issued
and contributed to it in accordance with the foregoing,  containing the right to
purchase a number of shares of CT Class A Common  Stock equal to the  applicable
number of shares of CT Class A Common  Stock as set forth in Section 2.2 hereof,
to the Fund II General  Partner as part of its capital  contribution to the Fund
II General Partner pursuant to the Fund II General Partner Agreement, and the CT
Parties will cause each CT Fund  Control  Person  Member of a Subsequent  Fund's
Fund Control  Person (as defined  herein) to  contribute  the  Subsequent  Funds
Purchase Warrant and the Subsequent Funds Service Warrant when, as and if issued
and contributed to it in accordance with the foregoing,  containing the right to
purchase a number of shares of CT Class A Common  Stock equal to the  applicable
number of shares of CT Class A Common  Stock as set forth in Section 2.2 hereof,
to such Fund  Control  Person as part of its capital  contribution  to such Fund
Control Person pursuant to the applicable  agreement governing such Fund Control
Person;

         WHEREAS,  the Fund II General Partner and each Fund Control Person,  as
the case may be, will sell  pursuant to the Fund II Warrant  Purchase  Agreement
(as herein  defined),  as the case may be, to General REMI II or its  Affiliates
(as defined  herein) any Fund II Purchase  Warrant or Subsequent  Funds Purchase
Warrant, as the case may be, contributed to it in accordance with the foregoing,
containing  the right to purchase a number of shares of CT Class A Common  Stock
equal to the Initial Closing Purchase Warrant Number and the Subsequent  Closing
Purchase Warrant Number, as the case may be, as set forth in Section 2.2 hereof;

         WHEREAS,  in connection with services to be rendered by Limited REMI II
or its Affiliates  for the Fund II General  Partner and each  Subsequent  Fund's
Fund Control  Person,  as the case may be, in  connection  with raising  Private
Banking Client  Commitments  to Fund II or any Subsequent  Fund, as the case may
be, the Fund II General  Partner and each Fund Control  Person,  as the case may
be,  will  transfer  to Limited  REMI II or its  Affiliates  any Fund II Service
Warrant or Subsequent Funds Service Warrant contributed to it in accordance with
the foregoing, containing the right to purchase a number of shares of CT Class A
Common  Stock  equal to the  Initial  Closing  Service  Warrant  Number  and the
Subsequent  Closing Service Warrant Number,  as the case may be, as set forth in
Section 2.2 hereof.

         WHEREAS,  since the Warrant  Issuance (as defined herein) is subject to
the approval of CT  stockholders  in  accordance  with the rules of the New York
Stock Exchange ("NYSE"),  CT has agreed to certain covenants herein with respect
to  obtaining  such  approval  and  certain  members of CT's  management  and/or
entities  controlled by and/or for the benefit of their


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family's  ("CT  Management  Stockholders")  and  certain  other  persons who are
associates of CT's  chairman of the board  ("Associated  Stockholders")  who are
listed  in and who  each  have on the  date  hereof  separately  entered  into a
stockholder approval agreement with General REMI II attached hereto as Exhibit L
(the  "Stockholder  Approval  Agreement")  pursuant  to which they agree to vote
their shares of CT Class A Common Stock in favor of the Warrant Issuance;

         WHEREAS, each CT Management  Stockholder has on the date hereof entered
into an  agreement  with  Limited  REMI I  attached  as  Exhibit  M hereto  (the
"Stockholder  Voting  and  Lock-Up  Agreement")  pursuant  to  which  each  such
stockholder agrees,  among other things, to vote its shares of CT Class A Common
Stock in favor of the election of the CIG Parties  Designees (as herein defined)
as directors of CT and to be bound by certain  restrictions  and  limitations on
sales of CT  Class A  Common  Stock  owned  by such  stockholder  as of the date
hereof;

         WHEREAS,  in order to obtain a termination of the  co-investment  right
held by the CTP Holders (as herein defined),  and alter certain terms of the CTP
Securities  (as  herein  defined)  to  provide  CT  with  significantly  greater
flexibility  with respect to electing to be taxed as a REIT (as herein defined),
all of the CTP  Holders  have on the date  hereof  signed a term sheet  attached
hereto as Exhibit N (the "CTP Term Sheet")  setting  forth the general  terms on
which the CTP Holders and CT will negotiate with a view toward entering into (i)
a modification  agreement (the "CTP Modification  Agreement")  pursuant to which
the CTP Holders will agree to amend or restate the indenture underlying, and the
declaration of trust  governing,  the CTP Securities as provided in the CTP Term
Sheet; and (ii) a termination  agreement  pursuant to which the CTP Holders will
agree  to  terminate   that  certain   co-investment   agreement  with  CT  (the
"Co-Investment Termination Agreement");

         WHEREAS,  CT's current corporate business plan adopted by CT's board of
directors is attached hereto as Exhibit O ("CT's Business Plan");

         WHEREAS,  CT has on the date hereof  executed and  delivered to the CIG
Parties  the  guaranty  of  payment  attached  hereto  as  Exhibit  P  (the  "CT
Guaranty");

         WHEREAS, The Travelers Insurance Company ("TIC") has on the date hereof
executed and delivered to CT and the CT Parties the guaranty of payment attached
hereto as Exhibit Q (the "TIC Guaranty");

         NOW, THEREFORE,  in consideration of the agreements and obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereby agree as follows:

                                   ARTICLE I
                                  DEFINED TERMS

     1.1.  Definitions.  Unless the context  otherwise  requires,  the following
terms shall have the following meanings:

          "Acquisition  Notice" shall have the meaning  specified in Section 2.8
of this Agreement.


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<PAGE>




          "Affiliate"  shall mean,  with respect to any Person,  a Person which,
directly or indirectly,  Controls or is Controlled by or is under common Control
with that  Person or is  Controlled  by a  principal  executive  officer of that
Person.

          "Appraisal  Procedures"  shall have the meaning  given to such term in
Section 4.1 hereof.

          "Associate"  when used to indicate the  relationship  with any person,
means  (i) any trust or other  estate in which  such  person  has a  substantial
beneficial interest or as to which such person serves as trustee or in a similar
capacity,  and (ii) any  relative or spouse of such  person,  or any relative of
such  spouse,  who has the same  home as such  person  or who is a  director  or
officer  of such  person if such  person  is a  corporation  or other  juridical
entity.

          "Associated Stockholders" shall have the meaning given to such term in
the Whereas clauses hereof.

          "Bankruptcy" of a party means the institution of any proceedings under
any federal or state law for the relief of debtors,  including  the filing by or
against that party of a voluntary or  involuntary  case under the United  States
Bankruptcy Code,  which  proceedings,  if involuntary,  are not dismissed within
sixty (60) days after their filing;  an assignment of the property of that party
for the  benefit  of  creditors;  the  appointment  of a  receiver,  trustee  or
conservator  of any  substantial  portion  of the  assets of that  party,  which
appointment,  if  obtained ex parte,  is not  dismissed  within  sixty (60) days
thereafter;  the seizure by a sheriff,  receiver,  trustee or conservator of any
substantial  portion  of the  assets of that  party;  the  failure by that party
generally  to pay its debts as they  become due  within  the  meaning of Section
303(h)(1) of the United States  Bankruptcy Code, as determined by the Bankruptcy
Court; or that party's admission in writing of its inability to pay its debts as
they become due.

          "Base  Share  Number"  shall  have the  meaning  given to such term in
Section 2.2 of this Agreement.

          "Board Right Shares" shall mean without  duplication  the total number
of shares of CT Class A Common Stock issued upon exercise of the  Warrants,  the
total number of shares of CT Class A Common Stock  issuable upon exercise of the
Warrants and the total number of shares  related to any  contingent  cash rights
that may be  granted  by CT in  connection  with the  transactions  contemplated
herein.

          "Business"  shall mean the making or  acquisition  of Mortgage  Loans,
Mezzanine  Investments  and the  making  of or  acquisition  of  investments  in
Subordinated Interests.

          "Business Day" means a day other than a Saturday,  Sunday or other day
on which  commercial  banks in New York,  New York are authorized or required by
applicable law to close.

          "Business  Plan"  shall  have the  meaning  given to such  term in the
Whereas clauses of this Agreement.

          "Candidate  Mezzanine  Business  Transaction"  shall have the  meaning
given to such term in Section 2.7 hereof.


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<PAGE>




          "CIG" shall mean Citigroup  Investments Inc., a Delaware  corporation,
an Affiliate of Citigroup Inc.

          "CIG  Parties"  shall have the meaning given such term in the preamble
of this Agreement.

          "CIG Parties Board Right" shall have the meaning given to such term in
Section 2.10 of this Agreement.

          "CIG Parties  Commitment"  shall have the meaning specified in Section
2.5 of this Agreement.

          "CIG  Parties  Designee"  or "CIG  Parties  Designees"  shall have the
respective meanings given to such terms in Section 2.10 hereof.

          "CIG Parties  Initial Board  Designees"  shall mean Mr. Marc Weill and
Mr. Michael Watson.

          "CIG Parties  Ownership  Requirement"  shall mean the requirement that
the CIG Parties and/or their Affiliates shall be the legal and beneficial owners
of at least 4,250,000 Board Right Shares.

          "CIG Real Estate" shall mean the real estate division of CIG.

          "Citibank   Private  Banking   Clients"  shall  mean  high  net  worth
individuals or institutions who are clients of Citibank's private bank.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Co-Investment  Termination Agreement" shall have the meaning given to
such term in the Whereas clauses of this Agreement.

          "Competing Fund Restriction" shall have the meaning given to such term
in Section 2.7(a)(ii) of this Agreement.

          "Control" or "Controlled" means possession, direct or indirect, of the
power to direct or cause the  direction  of the  management  and  policies  of a
Person,  whether  through  the  ownership  of voting  interests,  by contract or
otherwise.

          "CT" shall have the meaning given to such term in the preamble of this
Agreement.

          "CT Board Certificate" shall mean the certificate and attached copy of
the applicable resolutions of CT's board of directors,  in the form of Exhibit R
hereto,  signed by the Vice Chairman and Chief Executive Officer of CT and dated
the date hereof  certifying to General REMI II that the Board of Directors of CT
at a meeting  duly called and held has created  two  vacancies  on CT's Board of
Directors  as provided in the  By-Laws of CT and has filled  such  vacancies  by
nominating the CIG Parties  Initial Board  Designees as directors to serve until
the


                                      6
<PAGE>




next annual meeting of the  stockholders  of CT or until their  successors  have
been elected and have qualified.

          "CT's  Business Plan" shall have the meaning given to such term in the
Whereas clauses of this Agreement.

          "CT-F2-GP Capital Formation Agreement" shall have the meaning given to
such term in the Whereas clauses of this Agreement.

          "CT Class A Common Stock" shall have the meaning given to such term in
the Whereas clauses of this Agreement.

          "CT D&O Certificate" shall mean the certificate in the form of Exhibit
S hereto signed by the Vice Chairman and Chief Executive Officer of CT and dated
the date hereof  certifying to the CIG Parties that the directors' and officers'
liability  insurance policies attached to such certificate are in full force and
effect and that they cover the CIG Parties Designees as provided in Section 2.10
hereof.

          "CT Fund Control Person Member" shall mean the Affiliate of CT that is
a member of a Fund Control Person of a Subsequent Fund.

          "CT Guaranty" shall have the meaning given to such term in the Whereas
clause hereof.

          "CT Management Stockholders" shall have the meaning given to such term
in the Whereas clauses of this Agreement.

          "CT Parties  Commitment"  shall have the meaning given to such term in
Section 2.5(b) of this Agreement.

          "CT-F1"  shall have the meaning  given to such term in the preamble of
this Agreement.

          "CT-F2-GP"  shall have the meaning  given to such term in the preamble
of this Agreement.

          "CT-F2-LP"  shall have the meaning  given to such term in the preamble
of this Agreement.

          "CT Parties" shall have the meaning given to such term in the preamble
of this Agreement.

          "CTIMCO"  shall have the meaning given to such term in the preamble of
this Agreement.

          "CTP" shall mean the $150,000,000 in the aggregate  liquidation amount
of 8.25% step up convertible trust preferred securities  representing  undivided
beneficial  interest  in the  assets of the CT  Convertible  Trust I, a Delaware
statutory business trust and consolidated


                                      7
<PAGE>




subsidiary of CT (the  "Trust"),  which was  organized  pursuant to that certain
declaration of trust, dated and effective as of July 28, 1998, as amended, by CT
and the  Trustees as defined  therein  and the  holders,  from time to time,  of
undivided beneficial interest in the Trust and commonly referred to by CT as the
"CTP."

          "CTP Holders" shall mean the holders of one hundred  percent (100%) of
the aggregate liquidation amount of the CTP.

          "CTP Modification Agreement" shall have the meaning given to such term
in the Whereas clauses of this Agreement.

          "CTP Securities"  shall have the meaning given to such term in the CTP
Modification Agreement.

          "CTP Term  Sheet" has the  meaning  given to such term in the  Whereas
clauses hereof.

          "Cumulative Investment Management Fee" shall have the meaning given to
such term in Section 2.11 hereof.

          "Cumulative  Investment  Management Fee Base" shall mean the aggregate
Investment  Management Fee Base for all the Investment Management Fee Base Funds
determined  as at a date that is five (5) Business Days prior to the end of each
calendar  quarter  and  applicable  with  respect  to the then  next  succeeding
calendar quarter calculated as provided in Section 2.11 hereof.

          "Cumulative Investment Management Fee Base Certificate" shall have the
meaning given to such term in Section 2.11 hereof.

          "Cumulative  Investment  Management Fee Deficiency  Amount" shall have
the meaning given to such term in Section 2.11 of this Agreement.

          "Cumulative  Management  Fee" shall mean the aggregate  Management Fee
payable by each of the  Investment  Management  Fee Base Funds to its respective
Fund Control Person on the first day of a calendar  quarter with respect to that
calendar quarter.

          "Definitive  Proposed Fund Acceptance" shall have the meaning given to
such term in Section 2.6 of this Agreement.

          "Definitive  Proposed Fund Offer" shall have the meaning given to such
term in Section 2.6 of this Agreement.

          "Definitive  Proposed Fund Rejection"  shall have the meaning given to
such term in Section 2.6 of this Agreement.

          "Disability"  or "Disabled"  with respect to any Key Individual  shall
mean the determination of a qualified licensed physician  reasonably  acceptable
to the subject Key Individual having admission  privileges at a hospital located
in the Borough of Manhattan in New


                                      8
<PAGE>




York City that such Key Individual is unable to engage in  substantially  all of
the activities required by him under the Fund I Investment Management Agreement,
the  Fund  II  Investment   Management  Agreement  and  all  similar  investment
management  agreements  entered into between  CTIMCO (or  affiliated  investment
manager)  and Fund  Control  Persons  and/or  Funds by reason  of any  medically
determined  physical or mental impairment which has lasted or can be expected to
last for a continuous period of not less than five months.

          "Equity  Securities"  shall  have the  meaning  given to such  term in
Section 2.8(b) hereof.

          "Experienced  Appraiser"  shall have the meaning given to such term in
Section 4.1 hereof.

          "Extension Date" shall mean the later of the three-month  period ended
on March 31,  2001 if the  Extension  Right is  exercised  to extend the date on
which the Unwind Right becomes  exercisable for one three-month  period,  or the
three-month period ended on June 30, 2001 if the Extension Right is exercised to
extend the date upon which the Unwind  Right  becomes  exercisable  for a second
three-month period.

          "Extension  Right"  shall mean the right of each of Limited REMI I and
CT-F1 to  extend  the date  upon  which the Fund II  Initial  Closing  must have
occurred  before either Limited REMI I or CT-F1 shall have the right to exercise
the Unwind Right pursuant to Section 2.12 hereof for two successive  three-month
periods  following  December  31,  2000,  which may not be  exercised  by either
Limited REMI I or CT-F1 to extend such date upon which the Unwind Right  becomes
exercisable past June 30, 2001.

          "Fair Market Value" shall mean, with respect to an asset, the price at
which that asset  would be sold  between a willing  buyer and a willing  seller,
each having reasonable  knowledge of all relevant facts concerning the asset and
neither acting under any compulsion to buy or sell.

          "Fiscal Year" shall mean any twelve month period ended December 31.

          "Fund"  or  "Funds"  shall  have  the  meaning  given  to such  terms,
respectively, in the Whereas clauses of this Agreement.

          "Fund Control  Person"  shall mean the general  partner of Fund II and
each Other Fund or if an Other Fund  shall not be  structured  as a  partnership
then the managing  member of an Other Fund if structured as a limited  liability
company or such other Person as may have  effective  Control of an Other Fund if
such Other Fund is structured in a manner other than as a partnership or limited
liability company.

          "Fund I" shall  have the  meaning  given to such  term in the  Whereas
clauses of this Agreement.

          "Fund I  Agreement"  shall have the meaning  given to such term in the
Whereas clauses of this Agreement.



                                      9
<PAGE>




          "Fund I Investment  Management Agreement" shall have the meaning given
to such term in the Whereas clauses of this Agreement.

          "Fund I Promissory  Note" shall have the meaning given to such term in
the Whereas clauses of this Agreement.

          "Fund I  Warrant"  shall  have the  meaning  given to such term in the
Whereas clauses of this Agreement.

          "Fund I Warrant  Agreement"  shall have the meaning given to such term
in the Whereas clauses of this Agreement.

          "Fund I Warrant  Purchase  Agreement"  shall mean the Warrant Purchase
Agreement  pursuant to which  Limited  REMI I shall  purchase the Fund I Warrant
from Fund I in  consideration  of the delivery of the Fund I Promissory  Note to
Fund I.

          "Fund II" shall  have the  meaning  given to such term in the  Whereas
clauses of this Agreement.

          "Fund II General Partner" shall have the meaning given to such term in
the Whereas clauses of this Agreement.

          "Fund II General  Partner  Agreement"  shall have the meaning given to
such term in the Whereas clauses of this Agreement.

          "Fund II Initial Closing" shall have the meaning given to such term in
Section 2.2 of this Agreement.

          "Fund II Investment Management Agreement" shall have the meaning given
to such term in the Whereas clauses of this Agreement.

          "Fund II  Management  Agreement"  shall have the meaning given to such
term in the Whereas clauses of this Agreement.

          "Fund II  Partnership  Agreement"  shall mean the amended and restated
agreement of limited partnership of Fund II.

          "Fund II PPM" shall mean the confidential private placement memorandum
of Fund II to be prepared by General REMI II and CT-F2-GP.

          "Fund II Purchase  Warrant" shall mean the warrant which, as set forth
in Section  2.2(b)  hereof and subject to the  conditions  described  in Section
2.2(b)  hereof,  shall be (i)  executed and  delivered  by CT to CT-F2-GP,  (ii)
contributed  by CT-F2-GP to the Fund II General  Partner,  and (iii) sold by the
Fund II General Partner to General REMI II concurrently with the Initial Closing
of Fund II, and which shall  contain the right to purchase a number of shares of
CT Class A Common Stock as set forth in Section 2.2(b)(iv) hereof.


                                      10
<PAGE>




          "Fund II  Purchase  Warrant  Promissory  Note"  shall have the meaning
given to such term in Section 2.2 hereof.

          "Fund II Service  Warrant" shall mean that warrant which, as set forth
in Section  2.2(b)  hereof and subject to the  conditions  described  in Section
2.2(b)  hereof,  shall be (i)  executed and  delivered  by CT to CT-F2-GP,  (ii)
contributed  by CT-F2-GP to the Fund II General  Partner,  and (iii) assigned by
the Fund II General  Partner to Limited  REMI II  concurrently  with the Initial
Closing of Fund II, and which  shall  contain  the right to purchase a number of
shares of CT Class A Common Stock as set forth in Section 2.2(b)(iv) hereof.

          "Fund II Warrant  Purchase  Agreement" shall mean the Warrant Purchase
Agreement  entered into on the date hereof  pursuant to which General REMI II or
its  Affiliate  shall  purchase  forward  the Fund II  Purchase  Warrant  or the
Subsequent Funds Purchase Warrant,  as the case may be, from the Fund II General
Partner  or  Subsequent  Fund's  Fund  Control  Person,  as the case may be,  in
consideration  of the  delivery  of, or an  adjustment  to, the Fund II Purchase
Warrant Promissory Note in the form of Exhibit T hereto.

          "GAAP" shall mean generally accepted  accounting  principles in effect
from time to time in the United States, applied on a consistent basis throughout
the term of this Agreement.

          "General  REMI II" shall  have the  meaning  given to such term in the
preamble of this Agreement.

          "Initial Closing Purchase Warrant Number" shall have the meaning given
to such term in Section 2.2 hereof.

          "Initial  Closing Service Warrant Number" shall have the meaning given
to such term in Section 2.2 hereof.

          "Initial  Share  Number"  shall have the meaning given to such term in
Section 2.2 hereof.

          "Invested  Capital"  shall mean with respect to any Fund the aggregate
capital  invested  by  partners  or members  in the Fund net of that  portion of
distributions  made to such  partners  or  members  constituting  the cost basis
return of capital and net of realized losses.

          "Investment  Management Fee" shall have the meaning given to such term
in Section 2.11 of this Agreement.

          "Investment  Management  Fee Base" with respect to any Fund (i) during
such Fund's Investment  Period shall mean (y) the aggregate capital  commitments
to such Fund, and, without duplication, (z) aggregate capital contributions made
by investors pursuant to their capital  commitments to such Fund, and (ii) after
such Fund's Investment Period shall mean Invested Capital.

          "Investment  Management  Fee Base  Funds"  shall mean Fund II and each
Subsequent Fund or Other Fund.


                                      11
<PAGE>




          "Investment  Period"  with  respect  to any Fund shall mean the period
commencing  on the  first  closing  of such  Fund and  ending on such date as is
provided in such Fund's  partnership  agreement  or other  governing  instrument
during  which the Fund shall be  permitted to invest the capital of such Fund in
Business assets.

          "Key Individuals" shall have the meaning given to such term in Section
2.13 of this Agreement.

          "Key Individuals  Requirement"  shall mean the covenants of CTIMCO set
forth in Section 1.3 of the Fund I Investment Management Agreement,  Section 1.4
of the Fund II  Investment  Management  Agreement,  and  substantially  the same
covenants  relating  to Key  Individuals  to be set  forth  in  each  investment
management  agreement  between CTIMCO (or its affiliated  investment  management
company) and each Fund Control Person and each Fund.

          "LIBOR"  shall mean,  with respect to the  Cumulative  Management  Fee
Deficiency Amount outstanding at the time of payment thereof pursuant to Section
2.11(c)(i) of this Agreement,  an interest rate per annum  (calculated as simple
interest, not compounded) equal to the rate of the offered quotation, if any, to
first class banks in the 30 day London Interbank Offer Rate market for US dollar
deposits of amounts in immediately  available funds  comparable to the principal
amount of the Cumulative  Management Fee  Deficiency  Amount  outstanding at the
time of payment  thereof  pursuant to Section  2.11(c)(i) of this Agreement with
maturities  comparable to the period of time from the initial  determination  of
the Cumulative  Management Fee  Deficiency  Amount until the payment  thereof in
accordance with Section  2.11(c)(i) of this Agreement as of 10:00 a.m. (New York
time) on the date of the such initial determination.

          "Limited  REMI I" shall  have the  meaning  given to such  term in the
preamble of this Agreement.

          "Limited REMI I Capital  Formation  Agreement"  shall have the meaning
given to such term in the Whereas clauses of this Agreement.

          "Limited  REMI II" shall  have the  meaning  given to such term in the
preamble of this Agreement.

          "Management  Fee" shall mean the  management  fee payable by each Fund
other than Fund I to its respective Fund Control Person or affiliated management
company.

          "Mezzanine Business" shall mean the making of Mezzanine Investments.

          "Mezzanine  Investments" shall mean high-yielding  loans to commercial
real  estate  owners and  property  developers  that are  subordinate  to senior
financing  and  are  evidenced  by  a   subordinate   mortgage,   a  subordinate
participation  in an  integrated  whole  loan,  or a  pledge  of  the  ownership
interests in the borrowing  property  owner.  In some cases,  the investment may
take the form of certificates  in a trust or a preferred  equity interest in the
property owning entity.

          "Mortgage  Loans" shall mean senior and  subordinated  loans,  whether
interim,  mid-term or long-term or a combination of the foregoing, to commercial
real estate owners and property developers.


                                      12
<PAGE>




          "Notice"  shall have the  meaning  given to such term in  Section  8.2
hereof.

          "NYSE" shall mean the New York Stock Exchange.

          "Option  Period"  shall have the meaning given to such term in Section
2.6 of this Agreement.

          "Other Funds" or "Other Fund" shall have the respective meanings given
to such terms in the Whereas clauses of this Agreement.

          "Placement  Agent Agreement" shall have the meaning given to such term
in the Whereas clauses of this Agreement.

          "Private   Banking   Client   Commitments"   shall  mean  any  capital
commitments  made by Citibank  Private  Banking  Clients to Fund II,  Subsequent
Funds or any Other Funds, as the case may be.

          "Person"  shall mean any entity,  corporation,  company,  association,
joint  venture,  joint stock  company,  partnership,  trust,  limited  liability
company,   limited   liability   partnership,   real  estate  investment  trust,
organization,  individual  (including  personal  representatives,  executors and
heirs of a deceased individual),  nation, state, government (including agencies,
departments, bureaus, boards, divisions and instrumentalities thereof), trustee,
receiver or liquidator.

          "Proposed  Fund" shall have the meaning  given to such term in Section
2.6 of this Agreement.

          "Proposed Fund Key Items" shall have the meaning given to such term in
Section 2.6 hereof.

          "Proposed  Fund Notice"  shall have the meaning  given to such term in
Section 2.6 of this Agreement.

          "Proposed  Fund Offer"  shall have the  meaning  given to such term in
Section 2.6 of this Agreement.

          "Pro Rata Share" shall have the meaning  given to such term in Section
2.11 of this Agreement.

          "Registration  Rights Agreement" shall mean the agreement  pursuant to
which CT agrees to register the CT Class A Common Stock issuable pursuant to the
Fund I Warrant,  the Fund II Purchase Warrant,  the Fund II Service Warrant, the
Subsequent  Funds  Purchase  Warrant and the  Subsequent  Funds Service  Warrant
substantially  in the  form  of  Exhibit  U  hereto  (the  "Registration  Rights
Agreement").

          "REIT" shall mean a real estate investment trust within the meaning of
Section 856 of the Code.


                                      13
<PAGE>




          "REIT  Tax  Matters"  shall  have the  meaning  given to such  term in
Section 2.14 of this Agreement.

          "SEC" shall mean the United States Securities and Exchange Commission.

          "SSB" shall have the meaning given to such term in the Whereas clauses
of this Agreement.

          "Shortfall  Amount"  shall have the meaning given such term in Section
2.11 hereof.

          "Stockholder  Approval Agreement" shall have the meaning given to such
term in the Whereas clauses of this Agreement.

          "Stockholder  Voting and  Lock-Up  Agreement"  shall have the  meaning
given to such term in the Whereas clauses of this Agreement.

          "Subordinated  Interests"  shall mean rated and unrated  interests  in
public and private commercial mortgage backed securities.

          "Subsequent  Closing"  shall  have the  meaning  given to such term in
Section 2.2 hereof.

          "Subsequent  Closing  Purchase  Warrant Number" shall have the meaning
given to such term in Section 2.2 hereof.

          "Subsequent  Closing  Service  Warrant  Number" shall have the meaning
given to such term in Section 2.2 hereof.

          "Subsequent  Funds"  shall have the meaning  given to such term in the
Whereas clauses of this Agreement.

          "Subsequent  Funds Purchase  Warrant" shall mean any warrant which, as
set forth in Section  2.2(c) hereof and subject to the  conditions  described in
Section  2.2(c)  hereof,  shall be (i)  executed  and  delivered by CT to either
CT-F2-GP or the applicable CT Fund Control  Person  Member,  as the case may be,
(ii)  contributed  by either  CT-F2-GP or the  applicable CT Fund Control Person
Member,  as the case may be, to the Fund II General  Partner or the Fund Control
Person of the applicable  Subsequent Fund, as the case may be, and (iii) sold by
the  Fund II  General  Partner  or the Fund  Control  Person  of the  applicable
Subsequent  Fund,  as the  case may be,  to  General  REMI II or its  Affiliate,
concurrently  with a subsequent  closing of Fund II or a closing of a Subsequent
Fund, as the case may be, and which shall contain the right to purchase a number
of shares of CT Class A Common Stock pursuant to Section 2.2(c)(ii) hereof.

          "Subsequent  Funds Purchase  Warrant  Promissory  Note" shall have the
meaning given to such term in Section 2.2(c)(ii) hereof.

          "Subsequent  Funds Service  Warrant" shall mean any warrant which,  as
set forth in Section  2.2(c) hereof and subject to the  conditions  described in
Section  2.2(c)  hereof,  shall be


                                      14
<PAGE>




(i) executed and  delivered by CT to either  CT-F2-GP or the  applicable CT Fund
Control Person Member,  as the case may be, (ii)  contributed by either CT-F2-GP
or the applicable CT Fund Control Person Member, as the case may be, to the Fund
II General Partner or the Fund Control Person of the applicable Subsequent Fund,
as the case may be, and (iii)  assigned  by the Fund II  General  Partner or the
Fund Control  Person of the applicable  Subsequent  Fund, as the case may be, to
Limited REMI II or its  Affiliate,  concurrently  with a Subsequent  Closing and
which  shall  contain  the  right to  purchase  a number of shares of CT Class A
Common Stock pursuant to Section 2.2(c)(ii) hereof.

          "Subsequent Share Number" shall have the meaning given to such term in
Section 2.2 hereof.

          "Termination  Right"  shall  have the  meaning  given to such  term in
Section 2.12(e) hereof.

          "Transaction  Documents"  shall  mean  all of the  documents  attached
hereto as Exhibit A through Exhibit U hereof.

          "Unwind"  shall  have the  meaning  given  to such  term in the Fund I
Agreement.

          "Unwind Right" shall mean the respective  rights of Limited REMI I and
CT-F1 set forth in Section  2.12 of this  Agreement to cause the Unwind to occur
pursuant to the Fund I Agreement.

          "Warrant  Issuance"  shall mean the  issuance  of the Fund II Purchase
Warrant, the Fund II Service Warrant, the Subsequent Funds Purchase Warrant, and
the  Subsequent   Fund  Service   Warrant  by  CT  to  CT-F2-GP  for  subsequent
contribution  to the Fund II  General  Partner  with  respect  to Fund II and to
C2-F2-GP  or its  Affiliate  for  subsequent  contribution  to the Fund  Control
Persons in connection with any Subsequent Funds as provided herein.

          "Warrant  Purchase  Agreement" shall mean the Fund II Warrant Purchase
Agreement as such may be modified and assigned from time to time as contemplated
in Section 2.2 hereof.

     1.2.  General  References.  References  in this  Agreement  to  "Articles,"
"Sections,"  "Exhibits"  and  "Schedules,"  shall be to the Articles,  Sections,
Exhibits  and  Schedules  of  this  Agreement,   unless  otherwise  specifically
provided;  any of the terms defined in this  Agreement  may,  unless the context
otherwise  requires,  be used in the  singular  or the  plural and in any gender
depending on the reference;  the words  "herein",  "hereof" and  "hereunder" and
words of  similar  import,  when  used in this  Agreement,  shall  refer to this
Agreement as a whole and not to any particular provision of this Agreement;  and
except  as  otherwise  specified  in  this  Agreement,  all  references  in this
Agreement (a) to any Person shall be deemed to include such  Person's  permitted
heirs,  personal  representatives,  successors  and  assigns;  and  (b)  to  any
agreement,  any document or any other written instrument shall be a reference to
such agreement,  document or instrument  together with all exhibits,  schedules,
attachments  and  appendices  thereto,  and in each case as  amended,  restated,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms  thereof;  and (c) to any law,  statute  or  regulation  shall  be  deemed
references to such law,  statute or regulation as the same may be  supplemented,
amended,  consolidated,


                                      15
<PAGE>




superseded or modified from time to time with an effective  date  rendering such
change  applicable  to the event or  transaction  in  question.

                                   ARTICLE II
                                   THE VENTURE

     2.1. Agreements Executed and Delivered  Simultaneously with this Agreement.
Simultaneously with the execution and delivery of this Agreement, the respective
parties to the following  agreements have executed and delivered such agreements
to the  respective  other  parties  to such  agreements:  the  CT-F2-GP  Capital
Formation  Agreement,  the  CT  Guaranty,  the  Fund  I  Agreement,  the  Fund I
Investment Management Agreement,  the Fund I Promissory Note, the Fund I Warrant
Agreement,  the  Fund I  Warrant  Purchase  Agreement,  the  Fund II  Investment
Management Agreement, the Fund II General Partner Agreement, the Fund II Warrant
Purchase  Agreement,  the  Limited  REMI  I  Capital  Formation  Agreement,  the
Placement Agent Agreement,  the Stockholder  Voting and Lock-Up  Agreement,  the
Stockholder  Approval  Agreement  and the TIC Guaranty.  As soon as  practicable
after the date  hereof,  (i) CT shall  deliver to the CIG Parties  copies of the
fully  executed  Co-Investment   Termination  Agreement,  the  CTP  Modification
Agreement (and the documents and agreements referenced therein), and (ii) CT and
the CIG  Parties  shall  cooperate  in good faith to finalize  the  Registration
Rights  Agreement  and to  execute  and  deliver  the same to each  other.

     2.2.  Agreements  to be  Executed  and  Delivered  in  Connection  with the
Closings  of Fund II and  Subsequent  Funds.(a)  The parties  hereby  agree that
promptly  after the date  hereof each will  cooperate  with the other and SSB in
good faith to prepare the Fund II PPM and the Fund II Partnership Agreement. The
parties hereby agree to use their  reasonable  commercial  efforts to market and
promote Fund II to potential third party investors  (including  Citibank Private
Banking  Clients) and to effectuate  the Fund II Initial  Closing on or prior to
December 31, 2000 (or the Extension  Date), or earlier if  practicable.

          (b) The  initial  closing of Fund II (the  "Fund II Initial  Closing")
shall take place promptly after the capital  commitments to Fund II aggregate at
least  $495,833,334,  which sum shall include the capital commitment pursuant to
the CIG Parties  Commitment  and shall include the capital  commitment of the CT
Parties  pursuant to the CT Parties  Commitment.  If the Fund II Initial Closing
occurs on or prior to December 31, 2000, or any Extension Date, then at the Fund
II Initial Closing:

               (i)  Limited  REMI II  shall  execute  and  deliver  the  Fund II
Partnership  Agreement  to the Fund II  General  Partner  and  shall  commit  to
contribute to the capital of Fund II pursuant to the CIG Parties Commitment, and
CT-F2-LP shall execute and deliver the Fund II Partnership Agreement to the Fund
II General  Partner  and shall  commit to  contribute  to the capital of Fund II
pursuant to the CT Parties Commitment;

               (ii) General REMI II and CT-F2-GP shall cause the Fund II General
Partner to execute and deliver the Fund II Partnership Agreement and all related
subscription agreements and other agreements and documents to be executed by the
Fund II General  Partner  pursuant to the Fund II Partnership  Agreement  (other
than the Fund II Investment Management


                                       16
<PAGE>




Agreement  which  shall be  executed  and  delivered  by and between the parties
thereto pursuant to Section 2.1 hereof);

               (iii)  If the  approval  by  CT's  stockholders  of  the  Warrant
Issuance  as provided in Section  2.3 has been  obtained,  CT shall  execute and
deliver a Fund II Purchase Warrant and a Fund II Service Warrant as set forth in
this Section  2.2(b) to CT-F2-GP,  in which case CT-F2-GP  shall  contribute the
Fund II Purchase  Warrant and the Fund II Service Warrant to the Fund II General
Partner,  that contain the right to purchase an aggregate number of shares of CT
Class A Common Stock  (subject to adjustment as provided  therein)  equal to (w)
500,000  (the "Base  Share  Number")  plus (x) the number  (the  "Initial  Share
Number")  obtained by multiplying  4,750,000 by the lesser of (a) one (1) or (b)
the  fraction  obtained  by  dividing  the sum of the  aggregate  dollar  amount
committed  by  the  CIG  Parties  and  the  aggregate   Private  Banking  Client
Commitments  made at the  Fund II  Initial  Closing  by  $250,000,000;  provided
however,  CT shall not be  obligated  to issue  pursuant to Sections  2.2(b) and
2.2(c)  warrants to  purchase  more than  5,250,000  shares of CT Class A Common
Stock in the aggregate.  CT shall issue a Fund II Purchase Warrant and a Fund II
Service  Warrant for subsequent  purchase or assignment,  as the case may be, as
follows.  The number of shares  issuable  upon  exercise of the Fund II Purchase
Warrant  that may be  purchased  by  General  REMI II from  the Fund II  General
Partner  pursuant  to the  Fund II  Warrant  Purchase  Agreement  at the Fund II
Initial  Closing  shall be the sum of (y) the Base Share Number and (z) a number
determined by  multiplying  the Initial Share Number by a fraction the numerator
of  which is the  dollar  amount  committed  by the CIG  Parties  at the Fund II
Initial Closing and the denominator of which is the sum of the aggregate  dollar
amount  committed by the CIG Parties and the aggregate  Private  Banking  Client
Commitments  at the Fund II  Initial  Closing  (the  "Initial  Closing  Purchase
Warrant  Number").  The number of shares  issuable  upon exercise of the Fund II
Service  Warrant to which  Limited REMI II shall be entitled to have the Fund II
General  Partner assign to it at the Fund II Initial Closing shall be determined
by multiplying  the Initial Share Number by a fraction the numerator of which is
the aggregate  Private  Banking Client  Commitments  made at the Fund II Initial
Closing and the denominator of which is the sum of the aggregate Private Banking
Client  Commitments and the aggregate dollar amount committed by the CIG Parties
at the Fund II Initial Closing (the "Initial Closing Service Warrant Number");

               (iv) General REMI II and CT-F2-GP shall cause the Fund II General
Partner to sell and assign to General  REMI II  pursuant  to the Fund II Warrant
Purchase Agreement the Fund II Purchase Warrant containing the right to purchase
a number of  shares  of CT Class A Common  Stock  equal to the  Initial  Closing
Purchase  Warrant Number in  consideration  of the execution and delivery to the
Fund II General  Partner of a promissory note  substantially  in the form of the
Fund I  Promissory  Note in a  principal  amount  equal to $0.32 per share of CT
Class A Common  Stock times the Initial  Closing  Purchase  Warrant  Number (the
"Fund II Purchase Warrant Promissory Note").  General REMI II and CT-F2-GP shall
also cause the Fund II General  Partner to assign and deliver to Limited REMI II
the Fund II Service Warrant  containing the right to purchase a number of shares
of CT Class A Common Stock equal to the Initial  Closing Service Warrant Number.
CT hereby consents to such sales and/or  assignments and agrees to enter General
REMI II as the record owner of such Fund II Purchase Warrant and Limited REMI II
as the record owner of such Fund II Service  Warrant on its books and records as
the record holders thereof.


                                       17
<PAGE>




               (v) General REMI II and the Fund II General Partner shall execute
and deliver to each other the Fund II Warrant  Purchase  Agreement,  and General
REMI II shall execute and deliver the Fund II Initial Closing  Purchase  Warrant
Promissory Note to the Fund II General Partner;

               (vi) General REMI II and CT-F2-GP shall cause the Fund II General
Partner to execute and deliver, and the Fund II General Partner shall cause Fund
II to execute and deliver, the Fund II Management Agreement; and

               (vii)  General REMI II and CT-F2-GP  shall execute and deliver to
each other, and shall cause their Affiliates,  agents and counsel to execute and
deliver, customary documentation,  certificates,  schedules and opinions related
to the Fund II Initial Closing.

          (c) (i) At each subsequent closing of Fund II and each closing of each
Subsequent  Fund (each a "Subsequent  Closing")  until the aggregate CIG Parties
Commitment has been made in accordance with Section 2.5, if the approval by CT's
stockholders  of the  Warrant  Issuance  as  provided  in  Section  2.3 has been
obtained, CT shall execute and deliver a Subsequent Funds Purchase Warrant and a
Subsequent  Funds Service  Warrant to either  CT-F2-GP or the applicable CT Fund
Control Person Member, as the case may be, in which case CT-F2-GP or the CT Fund
Control Person Member shall contribute the Subsequent Funds Purchase Warrant and
the Subsequent  Funds Service Warrant to the Fund II General Partner or the Fund
Control  Person of the  applicable  Subsequent  Fund,  as the case may be,  that
contain the right to purchase an aggregate number of shares of CT Class A Common
Stock (subject to adjustment as provided  therein) equal to the number  obtained
by  multiplying  4,750,000  by the  lesser  of (a) one  (1) or (b) the  fraction
obtained by dividing the additional aggregate dollar amount committed by the CIG
Parties and the Private Banking Client  Commitments at such  Subsequent  Closing
(i.e.,  excluding  commitments  made at prior closings) by $250,000,000  (each a
"Subsequent  Share Number").  CT shall issue a Subsequent Funds Purchase Warrant
and a Subsequent Funds Service Warrant for subsequent purchase and/or assignment
as follows.  The number of shares issuable upon exercise of the Subsequent Funds
Purchase Warrant that may be purchased  pursuant to a Warrant Purchase Agreement
at  each  such  Subsequent  Closing  shall  be  determined  by  multiplying  the
Subsequent  Share Number by a fraction the numerator of which is the  additional
dollar amount  committed by the CIG Parties at such  Subsequent  Closing  (i.e.,
excluding  commitments  made at prior  closings) and the denominator of which is
the sum of the  aggregate  dollar  amount  committed  by the CIG Parties and the
additional  aggregate  Private  Banking Client  Commitments  at such  Subsequent
Closing (i.e.,  excluding  commitments  made at prior closings) (the "Subsequent
Closing Purchase Warrant  Number").  The number of shares issuable upon exercise
of the  Subsequent  Funds  Service  Warrant  to  which  Limited  REMI  II or its
Affiliates  shall be  entitled  to have  assigned  and  delivered  to it at such
Subsequent  Closing shall be  determined by  multiplying  the  Subsequent  Share
Number by a fraction the numerator of which is the aggregate  additional Private
Banking Client  Commitments  made at such  Subsequent  Closing (i.e.,  excluding
commitments  made at prior  closings) and the denominator of which is the sum of
the additional  aggregate Private Banking Client  Commitments and the additional
aggregate dollar amount committed by the CIG Parties at such Subsequent  Closing
(the "Subsequent Closing Service Warrant Number").


                                       18
<PAGE>




               (ii) At each such  closing,  the Fund II General  Partner or each
Subsequent Fund's Fund Control Person, as the case may be, shall sell and assign
to  General  REMI II or, in the case of a  subsequent  Fund,  to its  designated
Affiliate pursuant to a Warrant Purchase Agreement the Subsequent Funds Purchase
Warrant containing the right to purchase a number of shares of CT Class A Common
Stock equal to the Subsequent  Closing  Purchase Warrant Number in consideration
of, in the case of Fund II, an  adjustment  by the Fund II General  Partner  and
General REMI II of Exhibit A to the Fund II Purchase Warrant  Promissory Note as
set  forth in the  Fund II  Warrant  Purchase  Agreement  and,  in the case of a
Subsequent  Fund,  the  execution  and delivery to such  Subsequent  Fund's Fund
Control  Person of a promissory  note  substantially  in the form of the Fund II
Purchase  Warrant  Promissory  Note in the  principal  amount equal to $0.32 per
share (the "Subsequent Funds Purchase Warrant Promissory Note") and shall assign
and  deliver  the  Subsequent  Funds  Service  Warrant  containing  the right to
purchase a number of shares of CT Class A Common  Stock equal to the  Subsequent
Closing  Service  Warrant  Number  to  Limited  REMI  II or,  in the  case  of a
Subsequent  Fund, to its designated  Affiliate.  CT hereby consents to such sale
and/or  assignments and agrees to enter on its books and records General REMI II
or, in the case of a Subsequent  Fund,  to its  Affiliate as the record owner of
such Subsequent  Funds Purchase Warrant and Limited REMI II or, in the case of a
Subsequent  Fund,  its  Affiliate as the record owner of such  Subsequent  Funds
Service  Warrant.  In  addition,  General  REMI II in the  case of Fund II shall
execute and deliver the Fund II Purchase Warrant  Promissory Note to the Fund II
General  Partner  and,  in the case of a  Subsequent  Fund,  General  REMI  II's
Affiliate  shall  execute and  deliver the  Subsequent  Funds  Purchase  Warrant
Promissory  Note to each  Subsequent  Fund's Fund Control  Person.  Furthermore,
General  REMI II shall cause each  Subsequent  Fund's Fund  Control  Person from
which General REMI II's Affiliate  shall have purchased  such  Subsequent  Funds
Purchase  Warrant to treat the effect of the  foregoing on the books and records
of each  such  Fund  Control  Person  in  substantially  the same  manner as the
purchase  and  assignment  of the  Fund I  Warrant  are  treated  in the  Fund I
Agreement.

          (d) The Fund II General  Partner and Limited  REMI II, for  themselves
and on behalf of each such Fund  Control  Person,  acknowledge  that the Fund II
Service Warrants and the Subsequent Funds Service Warrants  issuable pursuant to
Section 2.2(b) and 2.2(c) are the only compensation to which Limited REMI II (or
with  respect  to  Subsequent  Funds,  its  Affiliates)  shall  be  entitled  in
consideration of its raising capital from the Citibank Private Banking Clients.


     2.3. Approval by CT's  Stockholders.  The CIG Parties  acknowledge that the
Warrant  Issuance  is subject to the prior  approval by CT's  stockholders.  CT,
acting  through its board of directors,  shall in accordance  with Maryland law,
duly  call,  give  notice  of,  and  convene  and  hold  a  special  meeting  of
stockholders  (the  "Special   Meeting")  to  be  held  as  soon  as  reasonably
practicable  for the purpose of voting on the approval of the Warrant  Issuance.
Subject  to any  duties  of  directors  under  Maryland  law  based on advice of
counsel,  CT's  board of  directors  shall,  in  connection  with such  meeting,
unanimously  recommend that CT's  stockholders  approve the Warrant Issuance and
shall take all other  commercially  reasonable  action necessary or advisable to
secure the vote or consent of the stockholders in favor of the Warrant Issuance.
Without  limiting the foregoing,  CT shall: (i) within thirty (30) days (subject
to extension for an  additional  fifteen (15) days upon request by CT to General
REMI II and  General  REMI II's  consent  thereto,  which  consent  shall not be
withheld if CT is diligently  pursuing such  preparation and filing) of the date
of this  Agreement  prepare and file a preliminary  proxy  statement and form of
proxy


                                       19
<PAGE>




relating to the approval of the Warrant Issuance with the SEC in compliance with
applicable securities laws and regulations (ii) as soon as practicable after the
date any SEC comments  thereon or on any revised  materials  have been  cleared,
shall mail to CT's stockholders  definitive proxy materials and (iii) as soon as
practicable after the date of mailing shall hold the Special Meeting.

     2.4.  Business  Plan.  General  REMI II and  CT-F2-GP  hereby  approve  the
Business Plan for the Funds.  The Business Plan may be modified or amended,  and
variances  therefrom may be made,  only with the prior  written  consent of both
General REMI II and  CT-F2-GP,  which consent may be withheld or granted in each
party's sole  discretion.  The Business  Plan shall be  applicable to all of the
Funds other than Fund I, it being  agreed  between the parties that the business
of  Fund I shall  be  determined  as set  forth  in the  Fund I  Agreement.  The
respective  definitions of "Business"  and "Mezzanine  Business" as used in this
Agreement may not be modified or amended, whether by modifications or amendments
to the Business Plan or otherwise,  except by an amendment to this  Agreement as
provided in this  Agreement  and no usage of such terms in the Business  Plan or
other documents or agreements  amongst the parties shall affect or modify, or be
interpreted  to affect or modify,  the  respective  definitions of such terms in
this Agreement or in any amendment to this Agreement.

     2.5. The CIG Parties Commitment; CT Parties Commitment. (a) The CIG Parties
hereby commit to  contribute  to the capital of Fund II  (including  any capital
commitment to the Fund II General  Partner or to the Fund Control  Person of any
Subsequent  Fund  necessary  to permit the Fund II General  Partner or such Fund
Control Person to make its capital  commitments to Fund II or to such Subsequent
Fund and to pay any placement fees and any organizational  costs not paid by the
applicable  Fund) at the Fund II Initial Closing and at each subsequent  closing
of Fund II,  one  dollar  for  every  three  dollars  committed  by third  party
investors  (excluding  commitments  made by CT or its Affiliates,  but including
Private Banking Client Commitments) at such closing, provided, however, that the
CIG Parties shall have no obligation to make  aggregate  capital  commitments to
Fund II in an amount  greater  than  $250,000,000.  To the  extent  that the CIG
Parties'  aggregate  capital  commitments  to Fund II pursuant to the  foregoing
sentence  are  less  than  $250,000,000,  at  each  successive  closing  of each
Subsequent  Fund proposed by CT pursuant to the  procedures set forth in Section
2.6 (a) hereof that occurs on or prior to December 31, 2001,  the CIG Parties in
the aggregate shall commit,  or cause one or more of their Affiliates to commit,
to contribute to the capital of such Subsequent Fund (either directly or through
the applicable Fund Control Person) one dollar for every three dollars committed
by third party investors  (excluding  commitments  made by CT or its Affiliates,
but including  Private  Banking  Client  Commitments)  at such closing until the
aggregate capital commitments of the CIG Parties and/or their Affiliates to Fund
II and such Subsequent Fund shall equal  $250,000,000.  Any capital  commitments
made by the CIG  Parties or any of their  Affiliates  shall  first be made in an
amount sufficient (together with the commitments made by the CT Parties or their
Affiliates) to permit the Fund II General  Partner or the Fund Control Person of
each Subsequent Fund, as the case may be, to meet its capital commitment to Fund
II or such Subsequent Fund and then as limited partners in Fund II or as limited
partners or members in any  Subsequent  Funds.  Any  commitment  made by the CIG
Parties or their  Affiliates as a limited partner or member to any Fund shall be
made on the same  basis and same  terms and  conditions  as those  made by third
party investors in the applicable Fund. The aggregate capital commitments by the
CIG Parties and its Affiliates at the Fund II Initial Closing, each subsequent


                                       20
<PAGE>




closing of Fund II and each closing of each  Subsequent  Fund made in accordance
with the  foregoing  are  collectively  referred  to herein as the "CIG  Parties
Commitment."

          (b) The CT Parties  hereby agree that for each four dollars  committed
by the CIG  Parties or their  Affiliates  in the  aggregate  pursuant to the CIG
Parties Commitment, the CT Parties will commit one dollar to the capital of Fund
II and any Subsequent  Funds  (including  any capital  commitment to the Fund II
General  Partner or to the Fund Control Person of any Subsequent  Fund necessary
to permit the Fund II General  Partner or such Fund  Control  Person to make its
capital  commitments  to  Fund  II or to  such  Subsequent  Fund  and to pay any
placement fees and any  organizational  costs not paid by the  applicable  Fund)
proposed  by CT  pursuant  to  Section  2.6  hereof  at the same time as the CIG
Parties or their Affiliates invest pursuant to Section 2.5(a) hereof;  provided,
however that CT will have no obligation to make aggregate capital commitments in
an amount  greater  than  $62,500,000.  Any capital  commitments  made by the CT
Parties  shall  first  be  made  in an  amount  sufficient  (together  with  the
commitments made by the CIG Parties and their  Affiliates) to permit the Fund II
General Partner or the Fund Control Person of each Subsequent  Fund, as the case
may be, to meet its capital  commitment to Fund II or such  Subsequent  Fund and
then as a limited  partner  in Fund II or as a limited  partner or member in any
Subsequent  Funds. Any commitment made by the CT Parties as a limited partner or
member to any Fund  shall be made on the same  terms and  conditions  as the CIG
Parties as provided in Section 2.5(a) hereof. The aggregate capital  commitments
by the CT Parties at the Fund II Initial  Closing,  each  subsequent  closing of
Fund II and each closing of each  Subsequent  Fund made in  accordance  with the
foregoing are collectively referred to herein as the "CT Parties Commitment."

     2.6.  General REMI II's Right of First Refusal.  (a) Subject to Section 2.7
below,  if at any time  after  the  Fund II  Initial  Closing,  CT or any of its
Affiliates  desires to form an Other Fund (a "Proposed  Fund"), it shall deliver
notice (the "Proposed Fund Notice")  thereof to General REMI II which sets forth
a term sheet summary of the material  terms and  conditions of the Proposed Fund
(providing  particular  details with respect to (i) the proposed  management fee
payable by the Proposed Fund to the Fund Control  Person,  (ii) the "promote" or
"carried  interest"  to be  distributed  to the Fund Control  Person,  (iii) the
preferred return to the limited partners or members, (iv) the Investment Period,
(v) the term of the Proposed Fund, (vi) the Proposed Fund's investment  strategy
and business  plan,  (vii) the  anticipated  timing of the offering,  (viii) the
proposed placement agent(s),  (ix) the minimum dollar size of the Proposed Fund,
(x) the amount of the CT Parties  commitment,  if any, to the Proposed Fund, and
(xi) such other items as the parties may from time to time mutually agree -- all
of the foregoing are herein after referred to collectively as the "Proposed Fund
Key Items" or  individually  as a "Proposed  Fund Key Item").  The Proposed Fund
Notice  shall be  deemed  an offer by CT to  General  REMI II or its  designated
Affiliate  to  co-sponsor  the  Proposed  Fund,  to share  ownership of the Fund
Control Person on a 50/50 basis, to share in the "promote" or "carried interest"
to be  distributed  to the Fund Control  Person of the Proposed  Fund on a 50/50
basis,  and share on a 50/50 basis the net management  profits (after payment of
the  applicable  Investment  Management  Fee and any other costs) (the "Proposed
Fund Offer").  Except as provided  below,  General REMI II shall have sixty days
from the date of its receipt of the Proposed  Fund Notice (the "Option  Period")
to consider  such  Proposed  Fund Offer.  During such  period,  CT shall  afford
General REMI II or its Affiliates,  as well as any prospective placement agents,
full opportunity to conduct  customary due diligence with respect to CT and such
Proposed Fund. During such sixty-day period the


                                       21
<PAGE>




parties  shall  cooperate in good faith to agree on the Proposed Fund Key Items.
If after 30 days from the date of the  Proposed  Fund  Notice  the  parties  are
unable to agree on the Proposed  Fund Key Items,  and any one of the  investment
banking  firms listed on Schedule 2.6 hereof  selected by CT informs the parties
in writing that it believes the Proposed Fund Key Items, as modified, if at all,
pursuant to such good faith discussions  between the parties,  are then "market"
terms and that such  investment  banking  firm is willing to serve as  placement
agent of the Proposed  Fund on a contingent  and success fee basis in accordance
with such Proposed Fund Key Items, then upon the parties receipt of such written
notice from the investment  banking firm the Proposed Fund Offer shall be deemed
definitive (a "Definitive  Proposed Fund Offer"). On or before the expiration of
a ten-day  period from the date the  Proposed  Fund is first deemed a Definitive
Proposed  Fund  Offer,  General  REMI II shall  deliver to CT either a notice of
acceptance of the Definitive  Proposed Fund Offer (a  "Definitive  Proposed Fund
Acceptance")  or a notice of rejection of the Definitive  Proposed Fund Offer (a
"Definitive Proposed Fund Rejection").  If General REMI II shall fail to deliver
either a Definitive  Proposed  Fund  Acceptance  or a Definitive  Proposed  Fund
Rejection  within  the Option  Period,  it shall be deemed to have  delivered  a
Definitive Proposed Fund Rejection as at the last day of the Option Period.

          (b) A Proposed  Fund with respect to which  General REMI II shall have
delivered a Definitive  Proposed Fund Acceptance  shall be deemed to be an Other
Fund. If General REMI II delivers to CT a Definitive  Proposed  Fund  Acceptance
within the Option  Period,  CT and General REMI II or its  designated  Affiliate
shall  cooperate  in good  faith to prepare  all  offering  materials,  forms of
agreements  and all other  materials  related to the Proposed Fund and to market
the  Proposed  Fund in as  expeditious  a manner  as is  practicable  under  the
circumstances.   Subject  to  Section  2.5(a),  the  Definitive   Proposed  Fund
Acceptance  shall be deemed to constitute  the  obligation of General REMI II or
its  Affiliate to commit to  contribute  to the capital of the Proposed  Fund at
each closing of the Proposed Fund one dollar for every four dollars committed by
third party investors (excluding  commitments made by CT or its Affiliates,  but
including  Private  Banking  Client  Commitments)  at  such  closing,  provided,
however,  that neither General REMI II nor its Affiliates  shall be obligated to
make  aggregate  capital  commitments  to the Proposed Fund in an amount greater
than  $200,000,000,  including  50% of any capital  commitment  to such Proposed
Fund's Fund Control Person  necessary to permit such Fund Control Person to make
its capital  commitment to such Proposed Fund and to pay any placement  fees and
any  organizational  costs  not paid by such  Proposed  Fund.  CT  shall  not be
required to make any capital  commitment to such Proposed Fund other than 50% of
any capital  commitment to such Proposed Fund's Fund Control Person necessary to
permit such Fund Control Person to make its capital  commitment to such Proposed
Fund and to pay any placement fees and any organizational costs not paid by such
Proposed Fund. All additional capital commitments made by General REMI II or any
of its Affiliates  pursuant to the foregoing  provisions of this Section 2.6(b),
and  any  additional  capital  commitments  made  by CT or its  Affiliates  in a
Proposed Fund,  shall be made on the same basis and same terms and conditions as
those made by the third party investors in the Proposed Fund.

          (c) If  General  REMI II  delivers  or is deemed to have  delivered  a
Definitive  Proposed Fund Rejection  with respect to a Definitive  Proposed Fund
Offer,  CT shall have the right to sponsor  the  Proposed  Fund (even  where the
Proposed Fund Key Items of the Proposed Fund are  modified).  If pursuant to the
foregoing  procedures of this Section 2.6,  General REMI II shall have delivered
or shall be deemed to have delivered a Definitive Proposed Fund Rejection


                                       22
<PAGE>




with respect to two Proposed Funds, CT shall have the right to terminate General
REMI  II's  right of first  refusal  set  forth in this  Section  2.6 and CT may
exercise  such right by providing  General  REMI II with written  notice of such
termination; provided, however, if the CT Parties or their Affiliates are unable
to close a Proposed Fund (whether or not on the same or different  Proposed Fund
Key Items for which General REMI II delivered or was deemed to have  delivered a
Definitive  Proposed Fund  Rejection) then any such rejection by General REMI II
shall not  constitute a Definitive  Proposed Fund Rejection for purposes of this
sentence.

     2.7. CIG Real Estate  Exclusivity.  (a) During the period commencing on the
date of the Fund II  Initial  Closing  and  continuing  through  the  respective
Investment  Periods  of Fund II,  Subsequent  Funds  and any  Other  Funds,  the
following shall apply:

               (i) During the applicable Fund's  Investment  Period, if CIG Real
Estate is  presented  with a  candidate  transaction  relating  directly  to the
Mezzanine Business in the United States and CIG Real Estate has developed enough
information about the candidate transaction to conclude preliminarily that it is
interested in pursuing it (a "Candidate  Mezzanine Business  Transaction"),  CIG
Real Estate shall provide notice (a "Candidate  Transaction  Notice") thereof to
CT, with a copy to the applicable Fund Control Person,  for  consideration by CT
and the applicable Fund Control Person on behalf of the applicable  Fund. To the
extent such information is known to CIG Real Estate,  the Candidate  Transaction
Notice shall set forth (v) the  particular  property  that is the subject of the
Candidate Mezzanine Business Transaction, (w) the name of the owner or developer
of the particular  property,  (x) the name or names of the persons who CT should
contact in order for CT to pursue the Candidate  Mezzanine Business  Transaction
on behalf of the applicable  Fund,  (y) the name of the lead senior lender,  and
(z) the terms and conditions of the Candidate Mezzanine Business Transaction and
shall  take  reasonable  efforts  to  cooperate  with CT in its  pursuit  of the
candidate  transaction.  CT shall have until the close of business on the second
Business  Day after the date of its  receipt of a Candidate  Transaction  Notice
(the "Candidate  Transaction  Notice Period") to elect by notice to General REMI
II  whether  or not  it  wishes  to  pursue  the  Candidate  Mezzanine  Business
Transaction on behalf of the  applicable  Fund (the  "Election  Notice").  If CT
shall fail to deliver  the  Election  Notice  within the  Candidate  Transaction
Notice  Period,  CT, on behalf of the applicable  Fund,  shall be deemed to have
rejected the Candidate Mezzanine Transaction as of the last day of the Candidate
Transaction  Notice Period.  If CT, on behalf of the applicable Fund, shall have
elected or shall be deemed to have elected not to pursue the Candidate Mezzanine
Business  Transaction,  General REMI II or any of its Affiliates  shall have the
right to pursue and conclude such Candidate  Mezzanine  Business  Transaction on
substantially  the same terms. If CT on behalf of the applicable Fund shall have
elected to pursue the Candidate Mezzanine Transaction,  but later shall elect to
abandon such  transaction,  it shall promptly  provide written notice to General
REMI II thereof and General REMI II or any of its  Affiliates  after  receipt of
such notice  shall have the right to pursue such  Candidate  Mezzanine  Business
Transaction.

               (ii) CIG Real Estate shall not sponsor or  co-sponsor  any pooled
investment  vehicle primarily engaged in the Business other than as a co-sponsor
of such vehicle along with CT; provided,  however,  that the foregoing shall not
limit or restrict General REMI II or its Affiliates from in any manner investing
in, or allowing its customers to invest in any manner in,  Business assets other
than investments in the Mezzanine  Business;  and provided further,  that if any
Affiliate of General REMI II acquires any entity that sponsors or co-sponsors


                                       23
<PAGE>




pooled investment  vehicles engaged in the Business and if the management of any
such pooled  investment  vehicles is subsequently  assigned to and undertaken by
CIG Real Estate, CIG Real Estate shall have a twelve-month  period following the
effective date of such  assignment and  undertaking to cause the entity to cease
investing  new capital in Business  assets and to cease  raising  capital in any
such pooled investment vehicle.  The restrictions  contained in this clause (ii)
of Section 2.7(a) are referred to herein as the "Competing Fund Restriction".

          (b) In the event that CIG Real  Estate  shall not have  complied  with
Section  2.7(a)(i) or 2.7(a)(ii),  CT's  exclusive  remedy shall be the right to
terminate  General  REMI II's right of first  refusal  set forth in Section  2.6
hereof with respect to  subsequent  Proposed  Funds.  If CT desires to terminate
General REMI II's right of first  refusal with  respect to  subsequent  Proposed
Funds,  it shall provide  thirty days' notice thereof to General REMI II stating
the specific grounds for such termination provided, however, that such notice of
termination  shall be of no effect if CIG Real  Estate  shall  have  cured  such
failure to comply to the reasonable satisfaction of CT within 30 days of General
REMI II's receipt of such notice of  termination or if such failure to comply is
not susceptible to cure within such 30-day period, CIG Real Estate has commenced
within  such  30-day  period  reasonable  steps  to  cure  such  failure  to the
reasonable  satisfaction  of CT and General REMI II actually  cures such failure
within 60 days of receipt of such notice.

     2.8. CT  Exclusivity.  (a) During the period  commencing on the date of the
Fund II Initial Closing and continuing through the respective Investment Periods
of Fund II,  Subsequent  Funds and any Other  Funds,  the CT  Parties  and their
Affiliates' sole involvement (except as otherwise provided in this Agreement) in
the Business  shall be as a manager of, an advisor to and/or an investor in such
Funds jointly with the CIG Parties  and/or their  Affiliates as provided  herein
and in the agreements and documents  applicable to a particular Fund;  provided,
however,  that the CT  Parties  may  acquire  any  Business  asset that has been
declined  by the CIG  Parties  or their  affiliated  member  or  partner  of the
applicable Fund Control Person as an investment for the applicable Fund.

          (b) In the event that CT shall propose to acquire  Business  assets in
consideration of the issuance by CT of its equity or  equity-related  securities
("Equity Securities") or for cash or part Equity  Securities/part cash, CT shall
notify  General  REMI II as soon  as  practicable  in  advance  of its  intended
acquisition  of such Business  assets but in any event no later than the date on
which a term sheet is submitted to the target entity (an "Acquisition  Notice").
The Acquisition Notice shall describe such Business assets in reasonable detail,
include a  preliminary  due  diligence  package  with  respect to such  Business
assets, state the name(s) of the proposed seller or other transferor,  state the
purchase  price for such  Business  assets,  state the  number  and type of CT's
Equity  Securities  and/or cash to be delivered in consideration for the sale or
other transfer of such Business assets, describe any liens or other encumbrances
that burden such Business  assets,  state CT's estimate of the Fair Market Value
of any such  Equity  Securities,  state  the  basis  for any  allocation  of the
estimated  Fair  Market  Value of any such  Equity  Securities  as between  such
Business  assets and any other  assets to be acquired by CT in  connection  with
such  transaction,  state that CT is willing to sell such Business assets to the
applicable  Fund at CT's cost  therefor  (which cost may include  CT's  expenses
allocable to its  acquisition of such Business  assets and their transfer to the
applicable  Fund),  state  the  manner  in which  the  foregoing  expenses  were
determined, and state CT's intention to temporarily hold title to such Business


                                       24
<PAGE>




assets with the purpose of  transferring  such Business assets to the applicable
Fund as promptly as practicable after CT's acquisition  thereof.  Within 10 days
of the  Acquisition  Notice,  General  REMI II shall  have the right in its sole
discretion to require  additional  due diligence  materials with respect to such
Business  assets  and the Equity  Securities  to be  delivered  to the seller or
transferor  in  consideration  thereof  and the manner of  determining  the Fair
Market Value of such Business assets and such Equity Securities.  Within 30 days
of General REMI II's receipt of all such due diligence  materials,  General REMI
II shall notify CT whether  General  REMI II approves or rejects  CT's  proposed
transfer of such Business  assets to the applicable  Fund at the stated purchase
price (together with CT's expenses  related  thereto).  If General REMI II shall
reject such  proposed sale of such Business  assets to the  applicable  Fund, CT
shall  have the right to acquire  such  Business  assets for its own  account on
substantially the same terms as set forth in the Acquisition  Notice. If General
REMI II shall approve such sale of such Business assets to the applicable  Fund,
then,  subject to any restrictions or limitations set forth in the documentation
relating to the applicable  Fund, as soon as practicable  after CT's acquisition
of such Business assets, CT shall sell, convey and transfer such Business assets
to the  applicable  Fund for the purchase  price  (together  with CT's  expenses
related  thereto)  stated in the Acquisition  Notice,  payable in cash. Upon the
closing of such  transfer of such  Business  assets to the  applicable  Fund, CT
shall,  in form  reasonably  satisfactory  to General REMI II, transfer good and
marketable title to such Business assets free and clear of all liens, claims and
encumbrances  (other than any liens or encumbrances set forth in the Acquisition
Notice), and shall assign all the rights and remedies that CT may have vis-a-vis
its seller or transferor to the applicable Fund.

     2.9.  Mutual  Cooperation.  Each of the CIG  Parties and CT shall use their
reasonable  commercial  efforts to structure  each Fund so that they are able to
comply with the provisions of Section 2.7 and 2.8 hereof, respectively.

     2.10. CIG Parties' Representation on CT's Board of Directors. (a) CT has on
the date hereof  delivered to General REMI II the CT Board  Certificate and each
of the  CIG  Parties  Initial  Board  Designees  has  delivered  to CT a  letter
accepting his  appointment to CT's board of directors.  The CIG Parties  Initial
Board  Designees and all  subsequent  CIG Designees  designated  pursuant to the
Stockholder  Voting and Lock-Up  Agreement  who serve on CT's board of directors
are  hereinafter   sometimes  referred  to  collectively  as  the  "CIG  Parties
Designees" and singly as a "CIG Parties Designee." In the event that one or both
of the CIG Parties'  Designees shall not be elected by CT's stockholders to CT's
board of directors, such CIG Parties Designee(s) shall have (subject to mutually
acceptable confidentiality  agreements) the right to receive notices of meetings
of CT's board of directors,  to attend and participate in such meetings,  and to
receive all  materials  sent to members of CT's board of  directors  when and as
sent to such members.  The right to designate  persons for election as directors
pursuant to the Stockholder Voting and Lock-Up Agreement and, if not so elected,
to attend  and  participate  in board of  directors  meetings  pursuant  to this
Section 2.10(a) are referred to herein as the "CIG Parties Board Right."

          (b) Upon  request  from CT from  time to time,  General  REMI II shall
certify to CT that the CIG Parties  and/or  their  Affiliates  are the legal and
beneficial  owners of at least 4,250,000 of the Board Right Shares. In the event
that (i) the CIG Parties and/or their  Affiliates shall cease to comply with the
CIG Parties Ownership Requirement,  (ii) CIG Real Estate shall have breached the
provisions of Section 2.7(a)(ii) hereof, (iii) the Fund II Initial Closing shall
not


                                       25
<PAGE>




have  occurred  by the  latter  of  December  31,  2000 or, if  applicable,  any
Extension  Date, or (iv) either Limited REMI I or CT-F1 shall have exercised the
Termination Right pursuant to Section 2.12(e) hereof, CT shall have the right to
terminate  the CIG Parties  Board Right upon notice  thereof to General  REMI II
stating the effective date of such termination. Thereupon, the CIG Parties Board
Right shall  terminate as at such effective date and the CIG Parties shall cause
their  designees on CT's board of directors to resign  therefrom as at such date
provided,  however, (A) that in the event of a termination by CT or CT-F1 of the
CIG Parties Board Right pursuant to the foregoing  clause (iii), or clause (iv),
CT or CT-F1  shall only have such right to  terminate  if CT or CT-F1 or Limited
REMI I shall  have  exercised  the  Unwind  Right and (B) that in the event of a
termination  pursuant to the Termination Right under Section 2.12(e) hereof then
such  termination  of the CIG  Parties  Board  Right shall take effect only upon
completion of the Unwind or the liquidation or dissolution of Fund I pursuant to
the provisions of the Fund I Agreement.

          (c) CT shall indemnify and hold harmless the CIG Parties and every CIG
Parties Designee from any and all liabilities arising from or related to the CIG
Parties  Designee's or the CIG Parties Designees' having served on CT's board of
directors  in the same manner and to the same extent as other  persons who serve
on CT's board of directors as set forth in CT's  Certificate  of  Incorporation,
and CT's By-Laws and to the fullest  extent  provided by Maryland law. CT has on
the date hereof  delivered the CT D&O  Certificate to General REMI II. CT hereby
agrees that it shall maintain the directors' and officers'  liability  insurance
policy or policies  referenced in the CT D&O Certificate (or comparable policies
issued by  comparable  insurance  companies) in a face amount or face amounts at
least  equal  to the  current  amount  of  directors'  and  officers'  insurance
maintained by CT at all times from the date hereof through the effective date of
termination  of the CIG Parties Board Right  insuring the CIG Parties  Designees
and the CIG Parties as named  insured  parties  thereunder.  In the event that a
policy or policies are on a "claims made" basis,  CT shall purchase an "Extended
Reporting"  policy following the effective  termination date of any such policy.
Such  Extended  Reporting  policy  shall have the same policy  limits and extend
coverage  for a  minimum  of three  years  following  the  original  date of the
cancellation  of the  foregoing  policy or  policies  and for a minimum of three
years  following  the  effective  date of  termination  of the CIG Parties Board
Right. Upon request from General REMI II from time to time, CT shall (i) certify
to General REMI II that such policies are in full force and effect, (ii) certify
the face amount(s) of such policy or policies,  and (iii) deliver copies of such
policy or policies and all riders and amendments thereto to General REMI II.

     2.11.  Investment  Management Fees. (a) CTIMCO, the Fund II General Partner
and  Fund II  have on the  date  hereof  entered  into  the  Fund II  Investment
Management  Agreement  applicable  to Fund II from and after the Fund II Initial
Closing.  The parties hereto agree that with respect to each Subsequent Fund and
each Other Fund,  CTIMCO and the applicable Fund Control Person shall enter into
an  investment  management  agreement  in the  form of the  Fund  II  Investment
Management  Agreement  pursuant to which  CTIMCO  shall  perform the  investment
management  services  referenced  therein and the applicable Fund Control Person
shall pay to CTIMCO its Pro Rata Share of the Cumulative  Investment  Management
Fee determined in accordance with the provisions of this Section 2.11.

          (b) The  Investment  Management  Fee with  respect  to all  Investment
Management Fee Base Funds shall be paid to CTIMCO  quarterly in advance promptly
after receipt by the Fund Control Persons of each Investment Management Fee Base
Fund of their respective


                                       26
<PAGE>




Management Fee from their respective Funds. With respect to each quarter, CTIMCO
shall  deliver  to  General  REMI II and to each  Fund  Control  Person  of each
Investment  Management Fee Base Fund a certificate (the  "Cumulative  Investment
Management  Fee Base  Certificate")  setting  forth  the  Cumulative  Investment
Management  Fee Base  and an  explanation  of the  breakdown  of the  Cumulative
Investment  Management Fee amongst the Investment Management Fee Base Funds. The
CIG Parties and the CT Parties  shall cause the Fund Control  Persons of each of
the Investment Management Fee Base Funds to pay their Pro Rata Share (as defined
herein) of Cumulative  Investment  Management Fees (the  "Investment  Management
Fee")  to  CTIMCO  within  three  (3)  Business  Days  of  the  delivery  of and
certificate to the CIG Parties and such Fund Control Persons.  Each Fund Control
Person's  pro rata share of the  Cumulative  Investment  Management  Fee for the
applicable  quarter  shall  be  determined  by  multiplying  (i) the  Cumulative
Investment  Management  Fee by (ii) a fraction,  expressed as a percentage,  the
numerator of which is the  Investment  Management  Fee Base of that Fund Control
Person's  respective  Fund,  and the  denominator  of  which  is the  Cumulative
Investment Management Fee Base (the "Pro Rata Share").

          (c)  The  Cumulative   Investment   Management  Fee  (the  "Cumulative
Investment   Management   Fee")  shall  be   determined   annually  and  payable
prospectively  on a quarterly  basis with  appropriate  adjustments  for partial
quarters as follows:

               (i) if at the date of a Cumulative Investment Management Fee Base
Certificate  the  Cumulative   Investment  Management  Fee  Base  is  less  than
$700,000,000,  each Fund  Control  Person  shall pay to CTIMCO 100% of such Fund
Control  Person's  Management  Fee  for the  applicable  quarter  to the  extent
necessary to cause CTIMCO to receive Cumulative  Investment  Management Fees for
such quarter equal to $1,750,000 plus any Shortfall  Amounts,  provided that the
amount of Cumulative  Management Fees payable by the Fund Control Persons of all
the  Investment  Management  Fee Base Funds  shall not in any Fiscal Year exceed
$7,000,000  plus any amounts  required to cover any  Shortfall  Amounts.  In the
event and to the extent that  Cumulative  Investment  Management Fees payable to
CTIMCO in any Fiscal Year are less than $6,250,000 (the "Shortfall Amount"), the
Shortfall  Amount  shall accrue  simple  interest at LIBOR and each Fund Control
Person  shall pay its Pro Rata  Share of the  Shortfall  Amount,  together  with
interest thereon, on a priority basis in subsequent periods; provided,  however,
that  if and  to the  extent  Cumulative  Investment  Management  Fees  in  such
subsequent  periods are not sufficient to permit the Fund Control Persons of the
Investment  Management Fee Base Funds to pay the Shortfall  Amount together with
interest thereon in full (the "Cumulative  Investment  Management Fee Deficiency
Amount"),  then each Fund  Control  Person  shall pay its Pro Rata  Share of the
Cumulative  Investment  Management Fee Deficiency  Amount as a priority  payment
from such  Fund  Control  Person's  "carried  interest"  or  "promote"  from its
respective  Fund as such  "carried  interest"  or  "promote"  is realized by the
respective Fund Control Person and from its respective Management Fee; provided,
further,  however,  that the parties shall cause the Fund Control Persons of the
Investment  Management Fee Base Funds to make such  adjustments  and payments as
between them  necessary to assure that no Fund Control Person pays more than its
Pro Rata Share of any Cumulative Investment Management Deficiency Amount.

               (ii) if at the date of a  Cumulative  Investment  Management  Fee
Base Certificate the Cumulative  Investment  Management Fee Base is $700,000,000
or more but less than $1,200,000,000,  the Cumulative  Investment Management Fee
for the next succeeding


                                       27
<PAGE>




quarter shall be one-fourth the sum of (A)  $7,000,000  plus (B) with respect to
the amount of Cumulative Investment  Management Fee Base exceeding  $700,000,000
the product of such excess  amount  times 0.75% (75 basis  points) and each Fund
Control Person shall promptly pay CTIMCO its Pro Rata Share thereof;

               (iii) if at the date of a Cumulative  Investment  Management  Fee
Base Certificate the Cumulative Investment Management Fee Base is $1,200,000,000
or more,  the  Cumulative  Investment  Management  Fee for the  next  succeeding
quarter shall be one-fourth the sum of (A) $10,750,000  plus (B) with respect to
the amount of Cumulative Investment Management Fee Base exceeding $1,200,000,000
the product of such excess  amount  times 0.50% (50 basis  points) and each Fund
Control Person shall  promptly pay CTIMCO its Pro Rata Share thereof;  provided,
however, that the CIG Parties and CTIMCO shall cooperate in good faith to adjust
the  Cumulative  Investment  Management  Fee under  clause (B) of the  foregoing
clause  (iii),  upwards or downwards,  to take into account the actual  services
rendered by CTIMCO pursuant to the various investment management agreements with
the Fund Control Persons of the Investment  Management Fee Base Funds,  provided
further  that if the  parties  are unable to agree on any such  adjustment,  the
formula set forth in clause (B) of the foregoing  clause (iii) shall continue to
apply  until such time as the  parties  agree on any such  adjustment;  provided
further,  that  within  90  days  of the end of  each  Fiscal  Year,  Cumulative
Investment   Management  Fees  shall  be  adjusted  to  take  into  account  any
overpayments or underpayments  during the prior Fiscal Year.  Overpayments shall
be deducted from, and  underpayments  shall be added to,  Cumulative  Investment
Management  Fees payable in the then next  succeeding  quarter after such annual
adjustment.

     For the  avoidance  of doubt,  until the  aggregate  Cumulative  Investment
Management  Fee paid to CTIMCO by all Fund  Control  Persons in any Fiscal  Year
equals  $7,000,000  plus any amount required to pay any Shortfall  Amounts,  the
quarterly Investment Management Fee paid by each Fund Control Person shall equal
100% of such Fund Control Person's  Management Fee for the applicable quarter to
the extent  necessary  to cause  CTIMCO to receive in such  quarter a Cumulative
Investment Management Fee equal to $1,750,000.

     2.12.  Unwind  Right;  Unwind.  (a) In the event  that the Fund II  Initial
Closing  shall  not have  occurred  by the  later of  December  31,  2000 or any
Extension Date resulting from an exercise of the Extension Right, either Limited
REMI I or CT-F1  shall  have the right to  exercise  the  Unwind  Right.  Either
Limited  REMI I or CT-F1 may  exercise  the  Extension  Right upon notice to the
other  provided that such notice is given at least 60 days prior to December 31,
2000 or 30 days prior to any Extension  Date.  Neither  Limited REMI I nor CT-F1
may  exercise the Unwind Right as a result of the failure of the Fund II Initial
Closing to occur on or before December 31, 2000 or by the failure of the Fund II
Initial  Closing  to occur on or  before  any  Extension  Date if the  other has
already given notice to it of its exercise of the Extension Right.

          (b) In the event that there  shall have been a failure to comply  with
the Key Individuals  Requirement  set forth in the Fund I Investment  Management
Agreement  or in the event that CT-F1 shall have  breached the Fund I Investment
Management Agreement, Limited REMI I shall have the right to exercise the Unwind
Right.  In the event that  Limited  REMI I elects to exercise  the Unwind  Right
pursuant to this Section 2.12(b),  it shall give written notice thereof to CT-F1
stating the specific grounds therefor; provided, however, that such notice shall


                                       28
<PAGE>




be of no  effect  if CT-F1  shall  have  cured  such  failure  to  comply to the
reasonable  satisfaction  of Limited REMI I within 30 days of CT-F1's receipt of
such notice or if such failure to comply is not  susceptible to cure within such
30-day period, CT-F1 has commenced within such 30-day period reasonable steps to
cure such failure to the  reasonable  satisfaction  of Limited REMI I, and CT-F1
actually cures such failure within 60 days of receipt of such notice.

          (c) Upon  receipt  by either  Limited  REMI I or CT-F1 of the  other's
notice  that it is  exercising  the Unwind  Right  pursuant  to Section  2.12(a)
hereof:

               (i)  Limited  REMI I and CT-F1  shall carry out the Unwind as set
forth in the Fund I Agreement;

               (ii) the Fund I Warrant  Agreement shall remain in full force and
effect;

               (iii) General REMI II shall have no right to purchase the Fund II
Purchase Warrant or the Subsequent Funds Purchase  Warrant,  and Limited REMI II
shall have no right to receive  the Fund II  Service  Warrant or the  Subsequent
Funds Service Warrant;

               (iv) as of the date of the completion of the Unwind, the CT-F2-GP
Capital  Formation  Agreement,  the  Fund I  Agreement,  the  Fund I  Investment
Management  Agreement,  the Fund II General Partner  Agreement,  the Stockholder
Voting and Lock-Up Agreement,  the Placement Agent Agreement, and this Agreement
shall  terminate  automatically,  except that the  respective  provisions of the
foregoing  agreements  which by their  terms  survive  the  termination  of such
agreement shall survive; and

               (v)  the  members  of  Fund  I  shall  cause  a  Certificate   of
Cancellation  to be filed with the State of  Delaware,  and in each state  where
Fund I has been qualified to do business,  canceling  Fund I in accordance  with
the Delaware  Limited  Liability  Company Act and in accordance with the laws of
each state where Fund I has been qualified to do business, respectively.

          (d) Upon  receipt  by  CT-F1 of  Limited  REMI I's  notice  that it is
exercising the Unwind Right pursuant to Section 2.12(b) hereof:

               (i)  Limited  REMI I and CT-F1  shall carry out the Unwind as set
forth in the Fund I Agreement;

               (ii) the Fund I Warrant  Agreement shall remain in full force and
effect;

               (iii) the Fund II Purchase  Warrant and Subsequent Funds Purchase
Warrant and the Fund II Service Warrant and Subsequent Funds Service Warrant if,
and to the extent, issued shall remain in full force and effect;

               (iv) as of the date of the completion of the Unwind, the CT-F2-GP
Capital  Formation  Agreement,  the  Fund I  Agreement,  the  Fund I  Investment
Management  Agreement,   the  Stockholder  Voting  and  Lock-Up  Agreement,  the
Placement Agent Agreement,  this Agreement,  and (if the Fund II Initial Closing
has not occurred as of the date of completion of the Unwind) the Fund II General
Partner Agreement shall terminate automatically, except that


                                       29
<PAGE>




the  respective  provisions  of the  foregoing  agreements  which by their terms
survive the termination of such agreement shall survive; and

               (v)  the  members  of  Fund  I  shall  cause  a  Certificate   of
Cancellation  to be filed with the State of  Delaware,  and in each state  where
Fund I has been qualified to do business,  canceling  Fund I in accordance  with
the Delaware  Limited  Liability  Company Act and in accordance with the laws of
each state where Fund I has been qualified to do business, respectively.

          (e)  Termination by SSB.  Notwithstanding  anything  contained in this
Agreement to the  contrary,  if within 30 days of the date hereof SSB shall have
delivered  a  notice  of  termination  to CT  terminating  the  placement  agent
engagement  pursuant  to  Section 5 of the  Placement  Agent  Agreement  (a "SSB
Termination  Notice"),  Limited  REMI I or  CT-F1  shall  have  the  right  (the
"Termination  Right") to terminate  this Agreement as provided below upon notice
to the  other  within  5 days of the  date of the SSB  Termination  Notice.  The
Termination Right may be exercised by either Limited REMI I or CT-F1 by delivery
to the other of notice that it is exercising  the  Termination  Right  whereupon
this Agreement and the Transaction  Documents shall terminate except as provided
below:

               (i) (A)  Limited  REMI I and CT-F1  shall carry out the Unwind as
set  forth  in the  Fund I  Agreement  if Fund I has  prior  to the date of such
exercise made Investments (as defined in the Fund I Agreement) and dissolve Fund
I pursuant to Delaware  law upon  completion  of the Unwind or (B) if Fund I has
made no Investments prior to such exercise, dissolve Fund I pursuant to Delaware
law promptly after such exercise of the Termination Right;

               (ii) The CIG Parties  Initial Board  Designees  shall resign from
CT's board of directors  upon  completion of the Unwind or if Fund I has made no
Investments then promptly after the exercise of the Termination Right;

               (iii) (A) The Fund I Warrant  Agreement,  (B) Section 2.10(c) and
Articles IV, V and VIII of this Agreement,  (C) the respective provisions of the
Fund I Agreement  and the Fund I Investment  Management  Agreement  (but only if
Fund I shall  have made  Investments  prior to the date of the  Exercise  of the
Termination  Right) which by their express terms survive a termination  thereof,
and (D) the provisions of the Placement  Agent  Agreement which by their express
terms survive any termination of the placement agent engagement thereunder shall
remain in full force and effect; and

               (iv) Upon completion of any such Unwind,  or immediately upon the
exercise  of the  Termination  Right  if  Fund I has  made no  Investments,  the
parties'  respective  obligations  under Article II of this  Agreement and under
each  Transaction  Document  shall  terminate  other than as set forth in clause
(iii) of this Section 2.12(e).

     2.13. Key Individuals.  The "Key Individuals" of CT are John R. Klopp, Vice
Chairman and Chief Executive  Officer;  and Craig M. Hatkoff,  Vice Chairman and
Chairman of the Executive  Committee.  CT hereby  represents and warrants to the
CIG  Parties  and CIG that it has  delivered  true  and  correct  copies  of the
respective  employment  agreements of the Key Individuals to General REMI II. CT
hereby agrees that it shall not amend or modify any such


                                       30
<PAGE>




employment agreement in any manner that would, or could reasonably, decrease the
term  thereof.  CT hereby  covenants  that it shall  cause  CTIMCO and any other
entity that CT elects to serve as investment manager to any Fund to agree to the
Key Individuals Requirement in its investment management agreement unless at the
time of the formation of any such Fund and the entering into any such investment
management agreement the Key Individuals Requirement could not be met.

     2.14.  REIT Status.  CT shall take such steps as are necessary for it to be
taxed as a REIT under Part II of  Subchapter M of Chapter 1 of Subtitle A of the
Code whether through merger,  election or otherwise on terms mutually acceptable
to CT and the CIG Parties as soon as possible after the date hereof.  Such steps
shall include,  but shall not be limited to, the submission to CT's stockholders
of any matters  customarily  necessary for them to approve in order for CT to be
so taxed as a REIT.  Unless  there  shall  have (i) been a change in the Code or
formally  published  administrative or judicial  interpretations of the Code the
result of which is that  election of REIT status  would have a material  adverse
effect  on CT as  is  evidenced  by a  written  opinion  of  tax  counsel  to CT
reasonably  acceptable to the CIG Parties,  (ii) occurred an Act of God or other
force majeure that prevents CT from electing to be taxed as a REIT under Part II
of  Subchapter  M of Chapter 1 of Subtitle A of the Code or (iii)  despite  good
faith  efforts on the part of CT, it is not able to comply  with the  conditions
required by the Code to qualify as a REIT (by way of example and not limitation,
income/asset  tests,  concentration  of  ownership,  and  other  such  tests and
conditions),  CT shall submit to its stockholders all matters necessary for them
to approve in order for CT to be taxed as a REIT  ("REIT  Tax  Matters")  and CT
shall  actively  solicit the adoption of such matters by CT's  stockholders.  If
there  shall not have  occurred  any  event or act  described  in the  foregoing
clauses (i) and (ii) of this Section  2.14 and CT shall have met the  conditions
described in clause (iii) of this  Section  2.14 and CT shall  nevertheless  not
have  submitted  the  foregoing  matters to its  stockholders  for approval in a
manner  timely  enough  for CT to elect to be taxed as a REIT under the Code for
the period beginning  January 1, 2002 or has otherwise not become a REIT through
merger or otherwise by January 1, 2002,  General REMI II shall have the right to
invoke the  Appraisal  Procedures  set forth in Section  4.1 hereof  pursuant to
which the Experienced Appraiser shall determine (x) the Fair Market Value of the
CIG Parties' and their  Affiliates' Board Right Shares with CT being valued as a
"C" corporation under the Code and (y) the Fair Market Value of the CIG Parties'
and their  Affiliates' Board Right Shares with CT being valued as a REIT. To the
extent  that (x) is less  than (y),  CT shall  promptly  pay such  amount to the
respective  CIG Parties and their  Affiliates in proportion to their  respective
holdings  of Board  Right  Shares.  The above  notwithstanding,  if the REIT Tax
Matters shall have been submitted to the stockholders of CT and the stockholders
of CT do not approve the REIT Tax  Matters,  the CIG Parties  shall not have the
foregoing right to invoke the Appraisal Procedures or to receive such payment.

     2.15. Fees. (a) The CIG Parties and the CT Parties, as the case may be, for
themselves  and their  Affiliates,  agree  that in the event that any of them or
their Affiliates propose to earn any fee, whether directly related to a Business
transaction to be conducted by any Fund  (including  Fund I) or ancillary to any
such Business transaction, it shall notify the CT Parties or the CIG Parties, as
the case may be, of such fee and the circumstances related to such fee. All fees
directly  related  to  a  Business  transaction  (by  way  of  example  and  not
limitation,  a commitment fee to be received in connection  with a Mortgage Loan
to be made by a Fund,  including  Fund I) to be conducted  by a Fund  (including
Fund I) shall be for the account of such fund, and shall be


                                       31
<PAGE>




promptly paid over to such fund upon such party's receipt thereof. All fees that
are ancillary to a Business  transaction  (by way of example and not limitation,
an advisory fee to be earned by an Affiliate  pursuant to an engagement  entered
into prior to a Business  transaction being proposed to such fund or pursuant to
an  engagement  that is broader  than the  Business)  to be  conducted by a Fund
(including  Fund I) shall not be for the account of such fund but instead  shall
be for the  account of such party or its  Affiliate.  In each  instance  where a
party is to  receive  any such  direct or  ancillary  fee,  such fee shall be on
reasonable   commercial  terms  determined  on  an  arm's-length  basis  to  the
reasonable  satisfaction  of the CT Parties or the CIG Parties,  as the case may
be.  Any  dispute  with  respect to  whether a fee is direct or  ancillary  to a
Business  transaction  being  conducted  by a Fund  (including  Fund  I) and any
dispute as to whether a fee is on reasonable  commercial  terms determined on an
arm's-length basis shall be resolved pursuant to Section 4.2 hereof.

     (b) The parties  agree that each fee  required to be paid  pursuant to this
Venture  Agreement,  including without  limitation,  the fees payable to Limited
REMI  II  or  its  Affiliates  for  raising  funds,  are  considered  ancillary,
commercially reasonable and arm's-length,  and may be retained by the recipient.
Such  fees  constitute  reasonable  compensation  and  are the  only  fees to be
received for the services specified herein.

                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE PARTIES

     3.1.  Reciprocal  Representations  and Warranties.  Each of Limited REMI I,
General  REMI II,  Limited REMI II,  CT-F1,  CT-F2-GP,  CT-F2-LP,  CTIMCO and CT
hereby represent and warrant to each other that:

          (a) Organization; Authority; Due Authorization.

               (i)  Organization  and Good Standing.  It is a limited  liability
company (in the case of Limited REMI I, General REMI II, Limited REMI II, CT-F1,
CT-F2-GP,  and CT-F2-LP) duly organized,  validly  existing and in good standing
under the applicable laws of its jurisdiction of formation/incorporation or is a
corporation  (in the case of CT) duly  incorporated  and  existing  under and by
virtue of the laws of the State of  Maryland  and is in good  standing  with the
State  Department  of  Assessments  and Taxation of Maryland;  has all requisite
power to own, lease and operate its assets, properties and business and to carry
on its business as now conducted;  and is in good standing in every jurisdiction
in which the nature of its business or the location of its  properties  requires
such  qualification,  except  for such  jurisdictions  where the  failure  to so
qualify  would not have a material  adverse  effect  upon its ability to perform
fully its obligations under this Agreement or the Transaction Documents.

               (ii)  Authority  to Execute  and Perform  Agreements.  It has all
requisite  limited liability company power and authority (in the case of Limited
REMI I, General REMI II,  Limited REMI II,  CT-F1,  CT-F2-GP,  and  CT-F2-LP) to
enter into, execute and deliver this Agreement, and each Transaction Document to
which  it is a  party,  and to  perform  fully  its  obligations  hereunder  and
thereunder,  or has the requisite corporate power (in the case of CT) to execute
and deliver this Agreement and each Transaction Document to which it is a party,
and to carry out the terms and conditions thereof applicable to it.


                                       32
<PAGE>




               (iii) Due Authorization;  Enforceability.  In the case of Limited
REMI I, General REMI II, Limited REMI II, CT-F1,  CT-F2-GP, and CT-F2-LP, it has
taken all limited  liability  company actions necessary to authorize it to enter
into and perform fully its obligations  under this Agreement and the Transaction
Documents to be executed by it and to consummate the  transactions  contemplated
herein and therein.  In the case of CT, the execution,  delivery and performance
by CT of this Agreement and the Transaction  Documents have been duly authorized
by all necessary corporate action on the part of the Company.

               (iv)  Enforceability.  This  Agreement  has been duly and validly
executed by it and  constitutes the legal,  valid and binding  obligation of it,
enforceable in accordance  with its terms,  except as the same may be limited by
applicable  bankruptcy,  insolvency,   reorganization,   moratorium  or  similar
applicable laws affecting  creditors'  rights generally or by general  equitable
principles affecting the enforcement of contracts.

          (b) No Violation.  Neither its execution or delivery of this Agreement
nor the consummation of the transactions  contemplated  herein will: (a) violate
any provision of its limited liability company operating agreement,  certificate
of  incorporation,  by-laws or other  charter  documents;  or (b) violate in any
material respect any applicable law or order.

          (c)   Regulatory   and  Other   Approvals.   No   consent,   approval,
authorization,  notice, filing,  exemption or other requirement must be obtained
by it from any authority or Person or must otherwise be satisfied by it in order
that the consummation of the transactions  contemplated in this Agreement or any
related documents will not violate in any material respect any applicable law or
order or any material contract to which it is a party.

          (d) Litigation.  It is not (i) subject to any outstanding  injunction,
judgment, order, decree, ruling, or charge, and (ii) there is no material claim,
action,  proceeding or  investigation  pending or, to its knowledge,  threatened
against or relating to it before any court or  quasi-judicial  or administrative
agency of any  federal,  state,  local or  foreign  jurisdiction  or before  any
arbitrator  which  challenges  the ability or legality of such party's  entering
into this Agreement or any Transaction Documents to which it is a party.

     3.2.  Representations  and  Warranties  of CT.  CT  hereby  represents  and
warrants  to  the  other  parties  hereto  that:  The  parties  to  the  various
Stockholder   Approval   Agreements  and  the  Stockholder  Voting  and  Lock-Up
Agreements who are CT Management Stockholders or Associated Stockholders are the
record  owners of the  number of shares of CT Class A Common  Stock set forth in
the respective Stockholder Approval Agreements or Stockholder Voting and Lock-Up
Agreement and are not the record owners of any other shares of CT Class A Common
Stock. To the best of CT's knowledge,  after reasonable  inquiry,  CT Management
Stockholders and Associated Stockholders as well as their respective Affiliates,
Associates,  family  members or trusts for the benefit of family  members do not
beneficially  own any  shares of CT Class A Common  Stock  other  than those set
forth in the respective  Stockholder  Approval Agreements and in the Stockholder
Voting and Lock-Up Agreement.


                                       33
<PAGE>




                                   ARTICLE IV
                               DISPUTE RESOLUTION

     4.1. Appraisal  Procedure.(a) In the event of a dispute between the parties
hereto or between the parties to any Transaction  Document as to the Fair Market
Value of a particular  asset or assets,  interest or right of a party hereto and
such  dispute has not been  resolved  after good faith  discussions  amongst the
concerned  parties  after 30 days notice of such  dispute  from one party to the
other parties, either party may invoke the Appraisal Procedures.

          (b) "Appraisal  Procedures" means the following  procedures,  by which
the Fair Market  Value of a particular  asset or assets,  interest or right of a
party hereto shall be determined.  If a party (the "Notifying  Party") wishes to
invoke the Appraisal Procedures it shall provide notice (the "Appraisal Notice")
of such  election  to the other  party (the  "Other  Party")  and the  Notifying
Party's  determination  of the  Fair  Market  Value of the  particular  asset or
assets,  interest or right.  Within 15 days of the Other Party's  receipt of the
Appraisal  Notice,  it shall notify the  Notifying  Party  whether it accepts or
rejects the Notifying  Party's  determination of Fair Market Value. In the event
the Other Party fails to notify the Notifying  Party within the foregoing 15 day
period that it rejects  said  determination,  the Other Party shall be deemed to
have accepted the Notifying  Party's  determination of Fair Market Value. If the
Other Party gives the  Notifying  Party  timely  notice of its  rejection of the
Notifying  Party's  determination,  the  Notifying  Party  and the  Other  Party
acknowledge  and agree that the appraisal  process  hereinafter  set forth shall
determine  the Fair Market  Value.  Each party,  at its own expense,  shall then
designate an Experienced  Appraiser who shall determine and promptly report (and
in no event later than the  thirtieth  (30th) day  following  the Other  Party's
receipt of the  Appraisal  Notice) to both  parties in writing  the Fair  Market
Value. If the report indicates proposed values that are within five (5%) percent
of each  other,  the  Notifying  Party and the Other  Party  agree that the Fair
Market Value shall be an average of such amounts.  However,  if after  receiving
the report,  the  parties are unable to agree on the Fair Market  Value (and the
amounts  are not within five (5%)  percent of each other)  within five (5) days,
both parties shall jointly appoint an Experienced  Appraiser who shall determine
the Fair Market Value by  selecting  either the Fair Market Value as reported by
the Notifying Party's Experienced Appraiser or the Fair Market Value as reported
by the Other Party's  Experienced  Appraiser,  according to whichever of the two
valuations  is closer to the actual  Fair  Market  Value in the  opinion of such
third  Experienced  Appraiser.  The third  Experienced  Appraiser  shall have no
discretion other than to select one or the other report as aforesaid.  The costs
of such third  Experienced  Appraiser  shall be shared  equally by the Notifying
Party and the Other  Party.  The  parties  shall work  together  and  coordinate
efforts to obtain such third Experienced  Appraiser's report in writing no later
than the  forty-fifth  (45th)  day  following  the  latter of the Other  Party's
receipt of the  Appraisal  Notice.  The parties shall be obligated to enter into
engagement  agreements  with the  foregoing  Experienced  Appraisers  containing
customary terms and conditions, including customary indemnification provisions.

          (c)  "Experienced  Appraiser"  means a  nationally  recognized  "bulge
bracket"  independent  investment banking firm (other than Salomon Smith Barney)
experienced  in the  valuation of  businesses  engaged in the Business and their
securities.


                                       34
<PAGE>




     4.2. Arbitration. Should any dispute arise under this Agreement that is not
subject to the provisions of Section 4.1 hereof;  then the parties shall meet to
attempt to resolve such dispute before any proceeding, including arbitration, is
commenced,  and neither party shall seek other relief prior to such meeting.  In
the event such a meeting does not resolve  such  dispute and such dispute  shall
remain  unresolved  for a period of thirty (30) days,  then the following  shall
apply:

          (a)  Dispute  Resolution.  Subject to the  provisions  of Section  4.1
hereof, the parties shall submit any dispute,  claim or controversy  arising out
of or relating to this Agreement or any Transaction Document (including, without
limitation,  with  respect  to  the  meaning,  effect,  validity,   termination,
interpretation,  performance or enforcement of this Agreement or any Transaction
Document) or any alleged breach  (including any action in tort,  contract equity
or otherwise) to binding arbitration before an arbitrator (the "Arbitrator"), to
be heard pursuant to the provisions of the Commercial  Arbitration  Rules of the
American  Arbitration  Association.  The parties agree that, except as otherwise
provided herein respecting temporary or preliminary  injunctive relief,  binding
arbitration  shall be the  sole  means  of  resolving  any  dispute,  claim,  or
controversy  arising  out of or relating to this  Agreement  or the  Transaction
Documents (including,  without limitation,  with respect to the meaning, effect,
validity,  termination,  interpretation,  performance  or  enforcement  of  this
Agreement or the  Transaction  Documents) or any alleged  breach  (including any
claim in tort, contract, equity or otherwise).

          (b) Location.  Any arbitration  shall be held in New York County,  New
York.

          (c) Costs.  The CIG Parties,  on the one hand, and the CT Parties,  on
the other hand, shall equally bear any arbitration fees and administrative costs
associated with the arbitration.  No party shall be entitled to recover costs or
attorneys' fees incurred during the course of arbitration.

          (d) Award.  The Arbitrator's  award may not include punitive  damages.
The arbitration  award in any such  arbitration may be confirmed by any court of
competent jurisdiction.

          (e)  Submission to  Jurisdiction,  Waiver of Jury Trial.  In the event
that the parties waive the foregoing arbitration provisions or in the event that
such  provisions  shall for any  reason not be  available  or  enforceable,  the
parties  hereby  submit to the  nonexclusive  jurisdiction  of the United States
District  Court for the Southern  District of New York and of any New York State
court  sitting in New York County.  In any such event,  each party hereto hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it may now or hereafter  have to the laying of the venue of any such  proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. Each party irrevocably consents
to service of process in the manner  provided for notices in Section 8.2 hereof,
but  nothing  in this  sentence  shall  affect  the  right of any party to serve
process in any other manner  permitted by law. EACH OF THE PARTIES HEREBY WAIVES
ITS  RIGHT TO TRIAL BY JURY WITH  RESPECT  TO ANY  DISPUTE  ARISING  UNDER  THIS
AGREEMENT OR ANY TRANSACTION DOCUMENT.


                                       35
<PAGE>




                                    ARTICLE V
                                INDEMNIFICATION

     5.1. Indemnification.(a) Each party (an "Indemnifying Party") hereto hereby
agrees to indemnify  and hold  harmless the other  parties and their  directors,
officers,  members,  employees and agents and its  Affiliates and its directors,
officers,  members,  employees  and  agents  and  each  other  Person,  if  any,
controlling  any of the  foregoing  (collectively,  "Indemnitees"),  to the full
extent  lawful,  from  and  against  any and  all  losses,  penalties,  actions,
judgments, suits, claims, costs, expenses, disbursements and damages of any kind
or nature  whatsoever  (including  fees and  disbursements  of counsel  for such
Indemnitee)  (collectively,  "Losses")  caused by, arising from or in connection
with (i) any false or misleading misrepresentation or warranty contained in this
Agreement or in any Transaction  Document,  (ii) any breach of this Agreement or
any Transaction  Document,  or (iii) (A) any untrue  statement or alleged untrue
statement of a material  fact  contained in the Fund II PPM or related  offering
materials or any subsequent  offering  memorandum or related offering  materials
related to any Other Funds or the omission or alleged  omission to state therein
a material  fact  necessary  in order to make the  statements  made  therein not
misleading, in light of the circumstances under which they were made, or (B) any
other action or failure to act by an Indemnitee  undertaken at the  Indemnifying
Party's  request  except that this clause (B) shall not apply to the extent that
any Damages are finally  judicially  determined to have resulted  primarily from
the Indemnitee's bad faith or gross negligence.

          (b) In the event  that the  foregoing  indemnity  in  clause  (iii) of
Section 5.1(a) is unavailable to an Indemnitee for any reason, the parties agree
to contribute to any Losses related to or arising out of the Fund II PPM and the
related  offering of securities and any subsequent  offering  memorandum and the
related  offering with respect to an Other Fund or any transaction or conduct in
connection  therewith as follows.  For Losses referred to in clause (iii) of the
preceding  paragraph,  each party  involved  in the  particular  offering  shall
contribute in such proportion as is appropriate to reflect the relative fault of
each such party in connection  with the  statements,  omissions or other conduct
which  resulted  in  such  Losses,  as  well  as any  other  relevant  equitable
considerations.  For any other Losses, or for Losses referred to in clause (iii)
of the  preceding  paragraph,  if the  allocation  provided  by the  immediately
preceding  sentence is unavailable  or can not be reasonably  determined for any
reason,  each party involved in the particular offering shall contribute in such
proportion  as is  appropriate  to reflect the  relative  benefits  received (or
anticipated  to be  received)  by it from the  actual or  proposed  offering  or
transaction.  Relative fault with respect to Losses arising out of or based upon
an untrue  statement  or  alleged  untrue  statement  of a  material  fact or an
omission  or alleged  omission  to state a  material  fact in the Fund II PPM or
related  offering  materials or any  subsequent  offering  memorandum or related
materials  related to any Other Funds shall be determined by reference to, among
other things, the parties' relative intent, knowledge, access to information and
opportunity  to  correct or prevent  such  untrue  statement  or  omission.  The
relative  benefits of the CIG Parties,  on the one hand, and the CT Parties,  on
the other hand,  shall be 50/50. The parties agree that it would not be just and
equitable if contribution were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations
referred to above.


                                       36
<PAGE>




          (c) Each party, for itself and on behalf of its affiliated Indemnitee,
will not,  without the prior written consent of the Indemnifying  Party,  settle
any pending or threatened claim or proceeding  related to any Losses  referenced
in  Section   5.1(a)  hereof  unless  such   settlement   includes  a  provision
unconditionally  releasing the Indemnifying  Party and its directors,  officers,
members, employees and agents and its Affiliates and their directors,  officers,
members,  employees and agents and each other Person, if any, controlling any of
the  foregoing  from and  holding  the  Indemnifying  Party  and its  directors,
officers,  members, employees and agents and its Affiliates and their directors,
officers,  members,  employees  and  agents  and  each  other  Person,  if  any,
controlling  any of the foregoing  harmless  against all liability in respect of
claims by any releasing party related to or arising out of the matters  referred
to in clauses (i) through (ii) of Section 5.1(a) hereof.  The Indemnifying Party
shall also  promptly  reimburse  each  Indemnitee  for all  expenses  (including
counsel  fees)  as  they  are  incurred  by an  Indemnitee  in  connection  with
investigating,  preparing or defending, or providing evidence in, any pending or
threatened  claim  or  proceeding  in  respect  of  which   indemnification   or
contribution may be sought  hereunder  (whether or not the Indemnitee is a party
to such claim or proceeding) or in enforcing this Agreement.

                                   ARTICLE VI
                       CONFIDENTIALITY AND NON-DISCLOSURE

     6.1.  Confidentiality.(a)  Except as otherwise provided in this Article VI,
each of the parties to this Agreement for itself and on behalf of its Affiliates
shall keep  confidential  and shall not disclose the  transactions  contemplated
herein,  including,  but  not  limited  to,  any  information  relating  to  the
Investment  Management Fee, the Business Plan, any Candidate  Mezzanine Business
Transaction,  the CT Business Plan, any Proposed Fund, the Appraisal Procedures,
any  arbitration  under  Section 4.2 hereof,  and any  confidential  information
conveyed by one party to another in connection with a party's due diligence with
respect to the transactions contemplated herein.

          (b) The obligation of confidentiality  and non-disclosure set forth in
Section  6.1(a)  hereof shall not apply to any  information  that (i) was in the
public domain prior to the date of this  Agreement or prior to its conveyance by
one party to another party hereunder as contemplated herein or subsequently came
into the public domain  through no fault of such party or its  Affiliates,  (ii)
was disclosed  without  restriction by, or with the prior approval of, the other
party,   (iii)  was  lawfully   obtained  by  the  party  without  a  binder  of
confidentiality from a source other than a party, (iv) to the extent a party has
been advised by counsel that such  disclosure  or delivery is necessary for such
party to comply with applicable laws and regulations or to comply with any rules
of any applicable stock exchange or over-the-counter  market, (v) is required to
be  disclosed  in order to  enforce  the  provisions  of this  Agreement  or any
Transaction  Document,  (vi) is compelled by legal or regulatory process,  (vii)
has been  approved by General  REMI II and CT jointly for  dissemination  to the
public,  or (viii) to the extent  reasonably  necessary  to the  conduct of such
party's  business  to  disclose  to  auditors,  attorneys,  agents and  advisers
provided  each party  notifies  such  person of the  confidentiality  provisions
hereof.

          (c) Each party shall give the other party reasonable advance notice of
any proposed written disclosure by it under Section 6.2(b) hereof, shall use its
reasonable   commercial  efforts  to  secure  confidential   treatment  of  such
information and shall cooperate in


                                       37
<PAGE>




good faith with the other  parties to limit or  restrict  such  disclosure  upon
notice  from a party to  another  that it  wishes to so limit or  restrict  such
disclosure.  The parties agree that  notwithstanding  the  provisions of Section
4.2, the remedies  afforded in Section 4.2 and afforded by law may be inadequate
to protect  against  breach of this Article VI, and hereby agree to the granting
of  injunctive  relief in favor of a party seeking to prevent any breach of this
Article VI without the posting of any bond or other  security.  For  purposes of
this  Article VI,  Limited REMI I, General REMI II and Limited REMI II and their
respective  Affiliates shall be treated as one party,  and CT, CT-F1,  CT-F2-GP,
CTIMCO,  and CT-F2-LP  and their  Affiliates  shall be treated as one party,  so
that,  by  way  of  example  and  not  limitation,  disclosure  of  confidential
information  by Limited  REMI I to General  REMI II or Limited REMI II or any of
their  Affiliates  shall not  constitute a  disclosure  by General REMI II under
clauses (i)  through  (iii) of Section  6.2(b)  hereof that shall give rise to a
disclosure  by  Limited  REMI I,  General  REMI II or  Limited  REMI II or their
Affiliates  as a  lawful  disclosure  under  such  clauses  (i)  through  (iii).
Likewise,  a consent to disclose by one of the CIG Parties shall be deemed to be
a consent to such disclosure by all the CIG Parties.

          (d) The parties hereto have agreed on the form,  content and timing of
a mutual press release  announcing  the execution and delivery of this Agreement
by them and disclosing the general terms of the transactions contemplated herein
and in the  Transaction  Documents.  The parties  hereto will not,  and will not
permit any of their  Affiliates  to,  issue any other press  release or make any
written  public  announcement  relating to this  Agreement  or the  transactions
contemplated herein or in the Transaction Documents without the prior consent of
the other parties  unless such  disclosure is permitted  pursuant to clauses (i)
through (iv) of Section 6.1(b) hereof. Subject to the provisions of such clauses
(i) through  (iv) of Section  6.1(b)  hereof,  no party  hereto  shall issue any
subsequent press releases relating to the transactions contemplated herein or in
the Transaction Documents without the prior consent of the other parties,  which
consent  shall not be  unreasonably  withheld.  The CT Parties  and CT shall use
reasonable  efforts to preview  with the CIG Parties any scripts for  interviews
and the  like  in  connection  with  analysts  meetings,  real  estate  industry
conferences and conventions at least 24 hours prior to their use.

                                   ARTICLE VII
                            TERMINATION AND SURVIVAL

     7.1.  Termination.  This Agreement may be terminated by the CIG Parties, on
the one  hand,  and by the CT  Parties,  on the other  hand,  (i) if the Fund II
Initial Closing shall not have occurred,  then upon the completion of the Unwind
or upon any other liquidation/dissolution of Fund I, (ii) if the Fund II Initial
Closing shall have occurred,  then upon the  liquidation  and dissolution of the
last to exist of all of the  Funds  (including  Fund I),  or (iii)  pursuant  to
Section 2.12(e) hereof.

     7.2.  Survival.  Section  2.10(c) and Articles IV, V and VIII shall survive
the termination of this Agreement.


                                       38
<PAGE>




                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.1.  Expenses of the Transaction.  Each party shall pay its own legal fees
and other  expenses in connection  with this  Agreement and all  agreements  and
documents  related  to Fund I.  Expenses  with  respect  to final  documentation
related  to  Fund  II  (e.g.,  the  Fund II PPM,  the  Fund II  General  Partner
Agreement,  the  Fund  II  Management  Agreement  and  the  Fund  II  Investment
Management  Agreement)  will  generally be borne by Fund II,  provided  that any
expenses not reimbursed by Fund II will be borne by the parties equally.  If the
Fund II Initial  Closing does not occur or if and to the extent Fund II does not
otherwise  reimburse  the  parties'  expenses  incurred  on  behalf  of Fund II,
expenses  with respect to Fund II will be borne  equally by the CIG Parties,  on
the one hand, and the CT Parties, on the other hand.

     7.2. Notices.

          (a) Form and Addresses.  All notices,  consents,  approvals,  waivers,
elections  and other  communications  (collectively,  "Notices")  required to be
given pursuant to this Agreement shall be given in writing and,

         If to Limited REMI I:          Travelers Limited Real Estate Mezzanine
         ---------------------          Investments I, LLC
                                        205 Columbus Blvd., 9PB
                                        Hartford, CT 06183-2030
                                        Attn:    Duane Nelson, Esq.
                                        Real Estate Investment Number: 12832


         With Copies to:                Citigroup Investments Inc.
                                        388 Greenwich Street, 36th Floor
                                        New York, New York  10013
                                        Attn:    Mr. Michael Watson
                                        Real Estate Investment Number: 12832


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


         If to General REMI II:         Travelers General Real Estate Mezzanine
         ----------------------         Investments II, LLC
                                        205 Columbus Blvd., 9PB
                                        Hartford, CT 06183-2030
                                        Attn:    Duane Nelson, Esq.
                                        Real Estate Investment Number: 12833



                                       39
<PAGE>





         With Copies to:                Citigroup Investments Inc.
                                        388 Greenwich Street, 36th Floor
                                        New York, New York  10013
                                        Attn:    Mr. Michael Watson
                                        Real Estate Investment Number: 12833


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


         If to Limited REMI II:         Travelers Limited Real Estate Mezzanine
         ----------------------         Investments II, LLC
                                        205 Columbus Blvd., 9PB
                                        Hartford, CT 06183-2030
                                        Attn:    Duane Nelson, Esq.
                                        Real Estate Investment Number: 12833


         With Copies to:                Citigroup Investments Inc.
                                        388 Greenwich Street, 36th Floor
                                        New York, New York  10013
                                        Attn:    Mr. Michael Watson
                                        Real Estate Investment Number: 12833


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

         If to Capital Trust:           Capital Trust, Inc.
         --------------------           605 Third Avenue, 26th Floor
                                        New York, New York 10016
                                        Attn:    Chief Executive Officer

         With Copies to:                Battle Fowler LLP
         ---------------                75 East 55th Street
                                        New York, New York  10022
                                        Attn:  Thomas E. Kruger, Esq.


                                       40
<PAGE>




         If to a CT Party
         -----------------              c/o Capital Trust, Inc.
             to such party:             605 Third Avenue, 26th Floor
             --------------             New York, New York  10016
                                        Attn:  Chief Executive Officer

         With Copies to:                Battle Fowler LLP
         ---------------                75 East 55th Street
                                        New York, New York  10022
                                        Attn:  Thomas E. Kruger, Esq.

          (b)  Delivery.  All  notices  and  other  communications  required  or
permitted  by this  Agreement  shall  be  deemed  to have  been  duly  given  if
personally  delivered to the intended recipient at the proper address determined
pursuant to this  Section 8.2 or sent to such  recipient  at such address by air
courier,  or by hand and will be deemed given,  unless earlier received:  (a) if
sent by courier  when  recorded on the records of the courier as received by the
receiving party; and (b) if delivered by hand, on the date of receipt.

     8.3.  Entire  Agreement.  This  Agreement  and  the  Transaction  Documents
supersede all prior and contemporaneous  agreements and understandings among the
parties with respect to the subject matter hereof.

     8.4. Modification.  No change or modification of this Agreement shall be of
any force unless such change or  modification  is in writing and has been signed
by all of the parties hereto.

     8.5.  Waivers and Consents.  No waiver of any breach of any of the terms of
this Agreement shall be effective unless such waiver is in writing and signed by
the Member against whom such waiver is claimed. No waiver of any breach shall be
deemed to be a waiver of any other or subsequent  breach. Any consent of a party
required  hereunder must be in writing and signed by such party to be effective.
No  consent  given by a party in any one  instance  shall be deemed to waive the
requirement for such party's consent in any other or future instance.

     8.6.  Severability.  If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     8.7. Further Assurances.  Each party shall execute such deeds, assignments,
endorsements,  evidences of transfer and other  instruments  and  documents  and
shall give such further assurances as shall be consistent with the provisions of
this Agreement and necessary to perform its obligations hereunder.

     8.8. Governing Law. This Agreement shall be governed by and be construed in
accordance with the laws of the State of New York without regard to its conflict
of laws principles.


                                       41
<PAGE>




     8.9.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

     8.10.  Brokers  and  Finders.  Except as set forth in the  Placement  Agent
Agreement,  the  CT-F2-GP  Capital  Formation  Agreement  and the Limited REMI I
Capital Formation Agreement, each party shall indemnify and hold the other party
harmless from and against any  commission,  fee or other payment due any broker,
finder or other Person in connection herewith.

     8.11.  Construction  and  Interpretation.   This  Agreement  shall  not  be
construed more strictly  against one party than against another by reason of the
fact that it may have been prepared by counsel for one of the parties.

     8.12.  Successors  and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of each party and their respective successors and permitted
assigns.

     8.13.  Cumulative Remedies.  Except as otherwise expressly provided in this
Agreement, the rights and remedies provided by this Agreement are cumulative and
the use of any one right or remedy by any party shall not  preclude or waive its
right to use any or all other  remedies.  Said rights and  remedies are given in
addition to any other rights the parties may have by law, statute,  ordinance or
otherwise.


                                       42
<PAGE>




     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above stated.


CAPITAL TRUST, INC.                          TRAVELERS LIMITED REAL ESTATE
                                             MEZZANINE INVESTMENTS I, LLC

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

 CT-F1, LLC                                  TRAVELERS GENERAL REAL ESTATE
 By:  Capital Trust, Inc., sole Member       MEZZANINE INVESTMENTS II, LLC


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


 CT-F2-GP, LLC                               TRAVELERS LIMITED REAL ESTATE
 By: Capital Trust, Inc., sole Member        MEZZANINE INVESTMENTS II, LLC


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


 CT-F2-LP, LLC
 By: Capital Trust, Inc., sole Member


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


 CT INVESTMENT MANAGEMENT CO., LLC
 By:  Capital Trust, Inc., sole Member


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



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