AMENDED AND RESTATED FUND II INVESTMENT MANAGEMENT AGREEMENT

AMENDED AND RESTATED
FUND II INVESTMENT MANAGEMENT AGREEMENT

This AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT is entered into as of April 9, 2001 (this “Agreement”), by and among CT Investment Management Co. LLC, a Delaware limited liability company (the “Investment Manager”), CT MP II LLC, a Delaware limited liability company (the “General Partner”), and, solely with respect to Sections 1.3(e) and 2.3 and Articles III and IV hereof,  CT Mezzanine Partners II LP, a Delaware limited partnership (the “Fund”), and amends and restates the Investment Management Agreement, entered into as of March 8, 2000 (the “Original Agreement”), by and among the Investment Manager, the General Partner and the Fund.  All definitions not expressly provided herein shall be those set forth in the Limited Partnership Agreement of the Fund, as the same may be amended from time to time (the “Fund Partnership Agreement”), and the Venture Agreement (as defined below).

PRELIMINARY STATEMENT

A.                                   The General Partner is the general partner of the Fund.  Pursuant to the general partner management agreement, as the same may be amended from time to time (the “General Partner Management Agreement”), by and between the General Partner and the Fund, the Fund will pay a fund management fee to the General Partner (the “Fund Management Fee”) in consideration of certain fund management services to be provided by the General Partner to the Fund and any Vehicles.

B.                                     Pursuant to the Original Agreement, the General Partner retained the Investment Manager to provide certain investment management services, subject to the supervision and direction of the General Partner’s management committee (the “Management Committee”), as provided in the Fund Partnership Agreement.

C.                                     The parties hereto wish to amend and restate the Original Agreement.

D.                                    Capital Trust, Inc., a Maryland corporation (“CT”), 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”) and the Investment Manager (collectively, the “CT Parties”) and Travelers Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability company (“Limited REMI I”), Travelers General Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company (“General REMI II”), Travelers Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability company (“Limited REMI II”) (collectively, the “CIG Parties”) are parties to an amended and restated  venture agreement, dated as of                           , 2001, as the same may be amended from time to time (the “Venture Agreement”).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Investment Manager, the General Partner (in its individual capacity and not as the general partner of the Fund) and the Fund agree as follows:

ARTICLE I

RETENTION; SERVICES AND POWERS
OF INVESTMENT MANAGER

1.1                                 Retention of Investment Manager.  The General Partner hereby appoints the Investment Manager (subject to the following provisions of this Agreement) as the exclusive investment manager of the Fund on behalf of the General Partner and to provide the services to the General Partner described in Section 1.2 of this Agreement.

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

(a)                                  The Investment Manager shall identify, evaluate and negotiate investment opportunities (“Investment Opportunities”) for presentation to the General Partner on behalf of the Fund in accordance with and subject to the restrictions and limitations contained in Section 1.3 hereof.

(b)                                 The Investment Manager shall make investment recommendations to the General Partner relating to the making of Investments.

(c)                                  The Investment Manager shall monitor Investments on a day-to-day basis, including arranging for the accounting, budgeting, safekeeping and administration of Investments.

(d)                                 The Investment Manager shall, on behalf of the General Partner, develop and administer the Fund’s and any Vehicle’s financial and accounting reporting functions, treasury and cash or management functions and internal control and audit functions.

(e)                                  The Investment Manager shall work together with the Management Committee to submit to the Limited Partners of the Fund the following reports which, in the case of the items described in clauses (i)(A) and (B) and (ii)(A), (B) and (C) below, shall be prepared in accordance with GAAP:

(i)                                     within sixty (60) days after the end of each fiscal quarter, unless such quarter is the last fiscal quarter, an unaudited report setting forth as of the end of such fiscal quarter:

(A)                              a balance sheet of the Fund;

(B)                                an income statement of the Fund for such fiscal quarter; and

(C)                                a status report of the Fund’s Investments and activities during such fiscal quarter, including summary descriptions

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of Investments made and disposed of by the Fund during such fiscal quarter.

(ii)                                  within ninety (90) days after the end of each Partnership Year (as defined in the Fund Partnership Agreement), an audited report setting forth as of the end of such Partnership Year:

(A)                              a balance sheet of the Fund;

(B)