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Governing Law: California     Date: 2/13/2009
Industry: Real Estate Operations     Sector: Services

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                                                              EXHIBIT 10.2


and entered into as of December 1, 2008 (the "Effective Date") by and among
JUSTICE INVESTORS, a California limited partnership ("Justice"), PORTSMOUTH
SQUARE, INC., a California corporation ("Portsmouth" or "Managing General
Partner") , and EVON CORPORATION, a California corporation ("Evon" or "Co-
General Partner") (Justice, Portsmouth and Evon, each a "Party" and
collectively, the "Parties").


    A.   Portsmouth and Evon and are the general partners (collectively, the
"General Partners") of Justice.   Evon was formerly known as Evon Garage
Corporation, a California corporation.   The General Partners operate and
provide essential asset management services to Justice.

    B.   Justice is the owner of that certain real property located at 750
Kearny Street, San Francisco, California (the "Property"), on which a hotel
(the "Hotel") and a garage (the "Garage") are located.

    C.   Effective as of the Effective Date, Portsmouth is the Managing
General Partner of Justice and Evon is the Co-General Partner of Justice.  
The duties and responsibilities of Evon and Portsmouth are set forth in that
certain Amended Limited Partnership Agreement dated January 1, 1979, as
amended by that certain Amendment of Partnership Agreement dated as of June
27, 2005, as amended by that certain 2008 Amendment to Limited Partnership
Agreement dated as of   the Effective Date (collectively, the "Partnership

    D.   The Partnership Agreement provides that Evon and Portsmouth are to
receive compensation from Justice for acting as its General Partners and
assuming the responsibilities and performing their respective duties and are
authorized to enter into a Compensation Agreement for the purpose of setting
such compensation.

    E.   Justice receives substantially all its revenues from operating and/or
leasing the Property.

    F.   Justice, Portsmouth and Evon have previously executed that certain
Amended and Restated General Partner Compensation Agreement that became
effective as of February 23, 2006 (the "Prior Agreement").   Upon the
Effective Date and subject to the payment of all compensation due under the
Prior Agreement (as pro-rated through the Effective Date), the Parties desire
the Prior Agreement to be terminated and superseded by this Agreement.

    G.   NOW, THEREFORE, for in consideration of the mutual covenants herein
contained, the Parties agree as follows:



     1.   Definitions.   The capitalized words set forth below shall have the
meanings ascribed thereto as used in this Agreement.
         a.   "Asset Manager Fee Contribution".   The Asset Manager Fee
Contribution shall be $75,000.

         b.   "Gross Revenue".   Gross Revenue shall mean all of the revenue
received by Justice in any given calendar year on account of the Hotel, the
Garage and all leases of the Property, net of hotel tax, parking tax and
similar taxes and fees on gross revenue.  

         c.   "Minimum Annual Base Compensation".   Minimum Annual Base
Compensation shall be $285,275.00.

     2.   Special Provisions for Compensation in 2008.   The compensation of
the General Partners beginning as of January 1, 2008 through the Effective
Date shall be determined using the terms and conditions of the Prior
Agreement (as pro-rated for the number of days between January 1, 2008
through the Effective Date).   The compensation of the General Partners
beginning as of the Effective Date through December 31, 2008 shall be
determined using the terms and conditions of this Agreement (as pro-rated
from the Effective Date through December 31, 2008).

     3.   Base Compensation.   During each calendar year, Justice shall pay
Base Compensation to the General Partners in an amount equal to the product
of one and one-half percent (1.5 %) times Gross Revenue, such product being
reduced by the Asset Manager Fee Contribution; provided that in no event will
the Base Compensation be less than the Minimum Annual Base Compensation.   The
parties acknowledge and agree that Base Compensation will not limited by any
maximum, nor will compensation to the General Partners be increased by any
inflation adjustment or incentive compensation in excess of the Base
Compensation calculated in accordance with this paragraph.

         a.   First Level of Division of Base Compensation.   The Minimum
Annual Base Compensation paid to the General Partners in each calendar year
shall be divided between Portsmouth and Evon as follows:   (i) eighty percent
(80.0 %) shall be paid to Portsmouth for its services as Managing General
Partner; and (ii) twenty percent (20.0 %) shall be paid to Evon for its
services as Co-General Partner.  

         b.   Second Lev  

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