LETTER AGREEMENT AND RELEASE

1.

Your resignation as Chief Financial Officer will be effective after the close of business on August 31, 2008. To facilitate the transition of the Chief Financial Officer responsibilities to your successor, you and the Trust hereby agree that you will continue to remain employed by the Trust in a non-officer position through October 1, 2008 (“End Date”).

2.

Within five (5) business days after the End Date, the Trust will pay to you a cash payment equal to the amount of any accrued but unused vacation (“Cash Payment”). You and the Trust hereby agree that the Trust shall be permitted to withhold from the Cash Payment and pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling. You hereby acknowledge and agree that except for the Cash Payment and any reimbursement of business related expenses in accordance with the Trust’s Travel and Entertainment Policies, you will not be entitled to receive any other cash payments from the Trust, including, without limitation, any payment under the Trust’s Annual Incentive Bonus Plan for calendar year 2008 and any payments pursuant to that certain Severance Agreement dated as of October 1, 2007 between you and the Trust (the “2007 Severance Agreement”).

3.

You and the Trust hereby acknowledge and agree that the Trust shall take such actions as may be reasonably necessary to cause the following restricted shares (collectively, “Vested Shares”) to vest as and when provided below: (a) Two Thousand Two Hundred Fifty-Seven (2,257) shares awarded to you pursuant to that certain Restricted Share Award Agreement (New Hire Award) dated as of October 1, 2007 (“New Hire Agreement”) which shall vest on the End Date in accordance with and subject to the terms of the New Hire Agreement; and (b) Four Thousand Two Hundred Thirty-Two (4,232) shares awarded to you pursuant to that certain Restricted Share Award Agreement (Shares in Lieu of Salary/Bonus) dated as of October 1, 2007 (“Salary/Bonus Agreement”) which shall vest on August 31, 2008. You hereby further agree that on or before October 15, 2008, you will pay the Trust withholding taxes required to be paid on the Vested Shares either in cash or through a sale of all or a portion of the Vested Shares which the Trust, at no out-of-pocket cost or expense, agrees to facilitate through Deutsche Bank Alex Brown. Within five (5) business days after the Trust’s receipt of the withholding taxes on the Vested Shares, the Trust will deliver to you the certificates evidencing the Vested Shares, less any portion thereof that may have been sold to generate proceeds sufficient to pay the withholding taxes.

4.

You hereby acknowledge and agree that, except for the payments described in Paragraph 2 of this letter agreement, you are not aware of any other payments owing to you or benefits to be provided to you by the Trust in connection with your employment or resignation and that you shall promptly notify the Trust if you become aware of or otherwise believe that there are any such additional payments or benefits. You hereby further acknowledge that you will be subject to Rule 144 of the Securities Act of 1933 (“Rule 144”) and the restrictions set forth therein with respect to any transactions involving restricted securities (as defined in Rule 144) you may undertake involving shares of the Trust.

5.

For purposes of COBRA continuation coverage, you will be deemed to have experienced a “qualifying event” on the End Date.

6.

On or before the End Date, you agree to return to the Trust promptly all items containing proprietary information or trade secrets of the Trust, including any copies thereof, and all property belonging to the Trust.

7.

You acknowledge that the business reputation of the Trust in the real estate industry and otherwise, and the morale of its employees are of great value to the Trust. Thus, in consideration of the benefits provided under this letter agreement, you agree that: (a) you will not disparage the Trust, its operations, its affiliates or its and their past or present officers, directors, trustees or employees, and (b) you will comply with all the terms and conditions of the confidentiality letter you executed as a condition of employment with the Trust, and you will not divulge and will keep confidential all proprietary and private information regarding the Trust which was made known to you during your employment.

8.

The Trust acknowledges that your reputation is of great value to you and in consideration of your agreement in this letter agreement, the Trust hereby agrees to instruct its officers and trustees (including without limitation Donald Wood, Dawn