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                               AGREEMENT OF LEASE



                                     BETWEEN



                        410 PARK AVENUE ASSOCIATES, L.P.



                                      OWNER



                                     - AND -





                               CAPITAL TRUST, INC.



                                     TENANT







                                    Premises:

                         Entire Fourteenth (14th) Floor

                                 410 Park Avenue

                               New York, New York









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{PAGE}







AGREEMENT OF LEASE (this "Lease" or "this  lease"),  dated as of this 3rd day of

May  2000,  between  410  PARK  AVENUE  ASSOCIATES,  L.P.,  a New  York  limited

partnership,  having an office at 410 Park Avenue,  New York,  New York,  10022,

party of the first part,  hereinafter  referred to as OWNER,  and CAPITAL TRUST,

INC., a New York  corporation,  having an office at 605 Third  Avenue,.New York,

New York, party of the second part, hereinafter referred to as TENANT,



WITNESSETH:  Owner hereby  leases to Tenant and Tenant  hereby hires from Owner,

the entire  fourteenth  (14th) floor, as shown on the rental plan annexed hereto

and  made a part  hereof  as  Exhibit  A (the  "Demised  Premises"  or  "demised

premises," whether capitalized or not), which the parties hereto agree,  without

representation, contain 11,885 rentable square feet in the building known as 410

Park Avenue, New York, New York (the "building" or "Building"),  for the term of

approximately  ninety  seven (97) months (or until such term shall  sooner cease

and expire as  hereinafter  provided) to commence  subject to Articles 24 and 46

hereof on June 1, 2000 (the  "Commencement  Date"),  and to end  nevertheless on

June 30, 2008 (the "Expiration  Date"), both dates inclusive at an annual rental

rate as set forth in Article 1 hereof which Tenant agrees to pay in lawful money

of the United  States  which  shall be legal  tender in payment of all debts and

dues, public and private, at the time of payment, in equal monthly  installments

in advance on the first day of each  calendar  month  during  said term,  at the

office of Owner or such other place as Owner may designate, without any set off,

counterclaim or deduction  whatsoever (except as expressly permitted pursuant to

the terms and  provisions  of this Lease),  except that the first (1st)  monthly

installment shall be paid upon execution hereof. No easement for light or air is

included in the Demised Premises.



           The  parties  hereto,  for  themselves,  their  heirs,  distributees,

executors, administrators, legal representatives, successors and assigns, hereby

covenant as follows:



1. RENT



           A. Basic Annual Rent.

              -----------------



               (i) Tenant  shall pay fixed  rent  ("Basic  Annual  Rent") at the

annual  rental rates of SEVEN HUNDRED  SEVENTY TWO THOUSAND FIVE HUNDRED  TWENTY

FIVE AND 00/100  ($772,525.00)  DOLLARS per annum ($64,377.08) per month for the

first forty six (46) months  following the  Commencement  Date and EIGHT HUNDRED

NINETY ONE THOUSAND THREE HUNDRED SEVENTY FIVE AND 00/100 ($891,375.00)  DOLLARS

per annum ($74,281.25 per month) for the balance of the term of this lease.



               (ii) In the event that this Lease shall  commence (or  terminate)

on a day other than the first (or last) day of a calendar  month,  Tenant  shall

pay Owner with  respect to such  partial  month an amount  equal to one  monthly

installment  of Basic Annual Rent  multiplied  by a fraction,  the  numerator of

which is the number of days  remaining  in said month (or  remaining  during the

lease term)  (including the day of termination)  and the denominator of which is

the total number of days in said month.



               (iii) If Owner receives from Tenant any payment less than the sum

of the Basic Annual Rent,  additional  rent and other charges then due and owing

pursuant  to the terms of this lease  ("Partial  Payment"),  Owner,  in its sole

discretion,  without any liability to Tenant,  may allocate such Partial Payment

in whole or in part to any Basic Annual  Rent,  any  additional  rent and/or any

other charges or to any combination thereof.



               (iv) Provided Tenant is not then in default beyond the expiration

of  applicable  notice,  grace and cure periods  under the terms,  covenants and

conditions of this lease on Tenant's part to be observed and  performed,  Tenant

shall have the right to use and occupy the Demised Premises free of Basic Annual

Rent only for the first three (3) months  following the  Commencement  Date (the

day thereafter  hereinafter  called the "Rent Commencement  Date"),  except that

Tenant  shall pay to the  Utility  (as defined in Article 12) all sums due under

Article 12 for electric current. Except for the free Basic Annual Rent allowance

as herein provided, Tenant shall use and occupy the Demised Premises pursuant to

all of the other terms, covenants and conditions of this lease.



           B. Escalations.

              ------------



           (i)  It is  understood  that  the  Basic  Annual  Rent  specified  in

Paragraph 1A above does not include  provision for any increase in the amount of

real  estate  taxes  on the  Building  and the land  ("Land")  or in the cost of

operations and maintenance thereof.  Therefore, in order that the rental payable

throughout  the term of the Lease shall  reflect any such  increase  the parties

agree as hereinafter  provided.  The additional rent payable  pursuant hereto is

hereinafter  called the "Rent".  Owner shall have the same remedies with respect

to a default  in  payment  of  additional  rent as Owner has with  respect  to a

default in payment of Basic  Annual  Rent.  Certain  terms herein are defined as

follows:



               (a) Tenant's Percentage: The amount of Tenant's pro rata share of

the increase in Taxes over the Base Tax Year.  Tenant's  Percentage is agreed to

be 6.02% of such increase.



               (b) Wage Rate Amount: The Wage Rate payable for the calendar year

ending December 31, 2000 (the "Wage Rate Amount").



               (c) Tax Year:  a Tax Year  shall be any  fiscal  year or  portion

thereof occurring during the term of this lease, commencing on July 1 and ending

on the next June 30. If the City of New York  should  amend its  fiscal  period,

then the term Tax Year shall mean the twelve (12) month  fiscal year  adopted by

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