CAPITAL TRUST INC
EX. 10.2 - REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>EX. 10.2 - REGISTRATION RIGHTS AGREEMENT
<TEXT>


                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

               THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as
of June 18, 2003 by and among Capital Trust, Inc., a Maryland corporation (the
"Company"), and the Persons named on Schedule A attached hereto (each an
"Initial Holder" and collectively, the "Initial Holders").

                                    Recitals

               WHEREAS, pursuant to the terms of that certain stock purchase
agreement, dated as of June 13, 2003, by and among the Company and the Initial
Holders (the "Stock Purchase Agreement"), the Company has offered and sold to
the Initial Holders in a private placement an aggregate of 1,075,000 shares of
class A common stock, par value $.01 per share, of the Company (the "Common
Stock"); and

               WHEREAS, the Company has agreed to issue the Common Stock to the
Holders (as defined below) and to grant to the Holders the registration rights
set forth in this Agreement.

               NOW, THEREFORE, the parties hereto, in consideration of the
mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby agree as follows:

               Section 1. Definitions.

               As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

               "Advice" has the meaning set forth in Section 3(b) hereof.

               "Affiliate" means, with respect to any Person, any other Person
that directly or indirectly controls or is controlled by or is under common
control with such Person. For the purposes of this definition, "control", when
used with respect to any Person, means possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of the
such Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms of "affiliated", "controlling" and "controlled" have
meanings correlative to the foregoing.

               "Business Day" means a day other than a Saturday, Sunday or other
day on which banking institutions in New York, New York are permitted or
required by any applicable law to close.



<PAGE>



               "Closing Date" means the date of closing on the purchase and sale
of Common Stock pursuant to the Stock Purchase Agreement.

               "Commission" means the Securities and Exchange Commission.

               "Common Stock" has the meaning set forth in the Recitals.

               "Company" has the meaning set forth in the Preamble and also
includes the Company's successors.

               "Delay Notice" has the meaning set forth in Section 2(c) hereof.

               "Delay Period" has the meaning set forth in Section 2(c) hereof.

               "Effectiveness Period" has the meaning set forth in Section 2(b)
hereof.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

               "Holder" or "Holders" means the Initial Holder(s) or each Person
to whom a Holder Transfers Registrable Securities in accordance with Section
7(c).

               "Initial Holder" or "Initial Holders" has the meaning set forth
in the Preamble

               "Inspectors" has the meaning set forth in Section 3(a)(xii)
hereof.

               "NASD" means the National Association of Securities Dealers, Inc.

               "Person" means an individual, partnership, corporation, limited
liability company, trust, estate, or unincorporated organization, or other
entity, or a government or agency or political subdivision thereof.

               "Prospectus" shall mean the prospectus included in a Shelf
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and, in each case, including all documents incorporated by reference
therein.

               "Records" has the meaning set forth in Section 3(a)(xii) hereof.

               "Registrable Securities" means (i) the shares of Common Stock
purchased pursuant to the Stock Purchase Agreement; (ii) any shares of Common
Stock or other securities issued as (or issuable upon the conversion or exercise
of any warrant, right or


                                      -2-
<PAGE>



other security which is issued as) a dividend or other distribution with respect
to, or in exchange by the Company generally for, or in replacement by the
Company generally of, such shares of Common Stock; and (iii) any securities
issued in exchange for such shares of Common Stock in any merger, combination or
reorganization of the Company; provided, however, that Registrable Securities
shall not include any securities which have theretofore been registered and sold
by a Holder pursuant to the Securities Act or which have been sold by a Holder
to the public pursuant to Rule 144 or any similar rules promulgated by the
Commission pursuant to the Securities Act, and, provided further, that the
Company shall have no obligation under Section 2 to register any Registrable
Securities of a Holder or keep any Shelf Registration Statement effective if the
Company shall deliver to the Holders requesting such registration an opinion of
counsel reasonably satisfactory to such Holders and their counsel to the effect
that the proposed sale or disposition of all of the Registrable Securities does
not require registration under the Securities Act for a sale or disposition in a
single public sale in accordance with the volume limitations contained in Rule
144(e)(1)(i) under the Securities Act, and if the Company shall offer to remove
any and all legends restricting transfer from the certificates evidencing such
Registrable Securities. For purposes of this Agreement, a Person will be deemed
to be a Holder of Registrable Securities whenever such Person has the
then-existing right to acquire such Registrable Securities (by conversion,
purchase or otherwise), whether or not such acquisition has actually been
effected.

               "Rule 144" and "Rule 145" mean Rule 144 and Rule 145 promulgated
under the Securities Act.

               "Securities Act" means the Securities Act of 1933, as amended
from time to time.

               "Shelf Registration" shall mean a registration effected pursuant
to Section 2(a) hereof.

               "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2 hereof which
covers all of the Registrable Securities, on an appropriate form under Rule 415
under the Securities Act, or any successor or similar rule that may be adopted
by the Commission, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein.

               "Stock Purchase Agreement" has the meaning set forth in the
Recitals.

               "Transfer" means and includes the act of selling, giving,
transferring, creating a trust (voting or otherwise), assigning or otherwise
disposing of (other than pledging, hypothecating or otherwise transferring as
security or any transfer upon any merger or consolidation) (and correlative
words shall have correlative meanings); provided however, that any transfer or
other disposition upon foreclosure or other




                                      -3-
<PAGE>



exercise of remedies of a secured creditor after an event of default under or
with respect to a pledge, hypothecation or other transfer as security shall
constitute a Transfer.

               "Violation" has the meaning set forth in Section 5(a)(i).

               Section 2. Registration under the Securities Act.

               (a) Registration Requirement. The Company shall use best efforts
to file with the Commission a Shelf Registration Statement meeting the
requirements of the Securities Act within 30 days following the Closing Date,
and shall use reasonable best efforts to cause such Shelf Registration Statement
to be declared effective by the Commission as soon as reasonably practicable
thereafter and in any event not later than 120 days after the filing of any such
Shelf Registration Statement. No Holder of Registrable Securities shall be
entitled to include any of its Registrable Securities in any Shelf Registration
pursuant to this Agreement unless and until such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder and
furnishes to the Company in writing, within 10 Business Days after receipt of a
request therefor, such information as the Company may, after conferring with
counsel with regard to information relating to Holders that would be required by
the Commission to be included in such Shelf Registration Statement or Prospectus
included therein, reasonably request for inclusion in any Shelf Registration
Statement or Prospectus included therein. Each Holder as to which any Shelf
Registration is being effected agrees to furnish to the Company all information
with respect to such Holder necessary to make the information previously
furnished to the Company by such Holder not materially misleading.

               (b) Effectiveness Requirement. The Company agrees to use its
reasonable best efforts to keep each Shelf Registration Statement continuously
effective and the Prospectus usable for resales for a period commencing on the
date that such Shelf Registration Statement is initially declared effective by
the Commission and terminating on the date when all of the Registrable
Securities covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement or cease to be Registrable Securities (the
"Effectiveness Period"); provided, however, the Company shall be permitted to
suspend sales of Securities during any Delay Period.

               (c) Delay Period. The term "Delay Period" shall mean, with
respect to any obligation to keep any Shelf Registration Statement or Prospectus
usable for resales pursuant to this Section 2, the shortest period of time
determined in good faith by the Company to be necessary for such purpose when
there exist circumstances relating to a material pending development, including
but not limited to a pending or contemplated material acquisition or merger or
other material transaction or similar event, which would require disclosure by
the Company in such Shelf Registration Statement or Prospectus of material
information which the Company determines in good faith that it has a bona fide
business purpose for keeping confidential and non-public and the non-disclosure
of which in such Shelf Registration Statement or Prospectus might cause such
Shelf




                                      -4-
<PAGE>



Registration Statement or Prospectus to fail to comply with applicable
disclosure requirements. A Delay Period shall commence on and include the date
that the Company gives written notice (a "Delay Notice") to the Holders that the
Prospectus is no longer usable as a result of a material pending development
pursuant to Section 2(b) hereof and shall end on the date when the Holders are
advised in writing by the Company that the current Delay Period has terminated
(it being understood that the Company shall give such notice to all Holders
promptly upon making the determination that the Delay Period has ended);
provided, however, that the Company shall not be entitled to Delay Periods
having durations that exceed ninety (90) days in the aggregate during any
calendar year. The Company covenants and agrees that it shall not deliver a
Delay Notice with respect to a Delay Period unless Company employees, officers
and directors and their Affiliates and any other holders of registration rights
with respect to the Company's Common Stock are also prohibited by the Company
for the duration of such Delay Period from effecting any public sales of shares
of Common Stock beneficially owned by them. The Company represents that it has
no knowledge of any circumstance that would reasonably be expected at the time
of the effectiveness of the Shelf Registration Statement pursuant to Section
2(a) to cause the Company to exercise its rights under this Section 2(c).

               (d) Notice. The Company will, in the event a Shelf Registration
Statement is declared effective, provide to each Holder a reasonable number of
copies of the Prospectus which is a part of such Shelf Registration Statement,
notify each such Holder when such Shelf Registration Statement has become
effective and take such other actions as are required to permit unrestricted
resales of the Registrable Securities. The Company further agrees to supplement
or amend each Shelf Registration Statement if and as required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or by any
other rules and regulations thereunder for shelf registrations, and the Company
agrees to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the
Commission.

               (e) Effective Shelf Registration Statement. A Shelf Registration
Statement will not be deemed to have become effective unless it has been
declared effective by the Commission; provided, however, that if, after it has
been declared effective, the offering of Registrable Securities pursuant to such
Shelf Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the Commission or any other governmental agency or
court, such Shelf Registration Statement will be deemed not to have been
effective during the period of such interference, until the offering of
Registrable Securities pursuant to such Shelf Registration Statement may legally
resume. The Company will be deemed not to have used its reasonable best efforts
to cause a Shelf Registration Statement to become, or to remain, effective
during the requisite period if it voluntarily takes any action or omits to take
any action that would result in any such Shelf Registration Statement not being
declared effective or that would result in the Holders of Registrable Securities
covered




                                      -5-
<PAGE>



thereby not being able to offer and sell such Registrable Securities during that
period, unless such action or omission is required by applicable law.

               (f) Eligibility. As of the Closing Date, the Company will be
eligible to file a Shelf Registration Statement with respect to the Registrable
Securities.

               Section 3. Registration Procedures.

               (a) Obligations of the Company. In connection with its
obligations under Section 2 hereof with respect to the Shelf Registration
Statement, the Company shall, as expeditiously as practicable:

                              (i) prepare and file with the Commission a Shelf
               Registration Statement as prescribed by Section 2(a) within the
               relevant time period specified in Section 2(a) hereof on the
               appropriate form under the Securities Act, which form shall (i)
               be selected by the Company, (ii) be available for the sale of the
               Registrable Securities by the selling Holders thereof, and (iii)
               comply as to form in all material respects with the requirements
               of the applicable form and include all financial statements
               required by the Commission to be filed therewith; the Company
               shall use its reasonable best efforts to cause such Shelf
               Registration Statement to become effective and remain effective
               and the Prospectus usable for resales in accordance with Section
               2 hereof, subject to the proviso contained in Section 2(b)
               hereof; provided, however, that, before filing any Shelf
               Registration Statement or Prospectus or any amendments or
               supplements thereto, the Company shall furnish to and afford the
               Holders of the Registrable Securities covered by such Shelf
               Registration Statement, their counsel and the managing
               underwriters, if any, a reasonable opportunity to review copies
               of all such documents (including copies of any documents to be
               incorporated by reference therein and all exhibits thereto)
               proposed to be filed; and the Company shall not file any Shelf
               Registration Statement or Prospectus or any amendments or
               supplements thereto in respect of which the Holders must be
               afforded an opportunity to review prior to the filing of such
               document, other than filings required under the Exchange Act, if
               the Holders, their counsel or the managing underwriters of an
               underwritten offering of Registrable Securities, if any, shall
               reasonably object in a timely manner;

                              (ii) prepare and file with the Commission such
               amendments and post-effective amendments to such Shelf
               Registration Statement as may be necessary to keep such Shelf
               Registration Statement effective for the Effectiveness Period,
               subject to the proviso contained in Section 2(b) hereof or as
               reasonably requested by the Holders of a majority of Registrable
               Securities, and cause each Prospectus to be supplemented, if so
               determined by the Company or requested by the Commission, by any




                                      -6-
<PAGE>



               required prospectus supplement and as so supplemented to be filed
               pursuant to Rule 424 (or any similar provision then in force),
               under the Securities Act, respond within a reasonable time to any
               comments received from the Commission with respect to such Shelf
               Registration Statement, or any amendment, post-effective
               amendment or supplement relating thereto, and comply with the
               provisions of the Securities Act, the Exchange Act and the rules
               and regulations promulgated thereunder applicable to it with
               respect to the disposition of all Registrable Securities covered
               by such Shelf Registration Statement during the Effectiveness
               Period in accordance with the intended method or methods of
               distribution by the selling Holders thereof described in this
               Agreement;

                              (iii) register or qualify the Registrable
               Securities under all applicable state securities or "blue sky"
               laws of such jurisdictions by the time the applicable Shelf
               Registration Statement is declared effective by the Commission as
               any Holder of Registrable Securities covered by such Shelf
               Registration Statement and each underwriter of an underwritten
               offering of Registrable Securities shall reasonably request in
               writing in advance of such date of effectiveness, and do any and
               all other acts and things which may be reasonably necessary or
               advisable to enable such Holder and underwriter to consummate the
               disposition in each such jurisdiction of such Registrable
               Securities owned by such Holder; provided, however, that the
               Company shall not be required to (A) qualify as a foreign
               corporation or as a dealer in securities in any jurisdiction
               where it would not otherwise be required to qualify but for this
               Section 3(a)(iii) hereof, (B) file any general consent to service
               of process in any jurisdiction where it would not otherwise be
               subject to such service of process or (C) subject itself to
               taxation in any such jurisdiction if it is not then so subject;

                              (iv) promptly notify each Holder of Registrable
               Securities, its counsel and the managing underwriters of an
               underwritten offering of Registrable Securities, if any, and
               promptly confirm such notice in writing (A) when the Shelf
               Registration Statement covering such Registrable Securities has
               become effective and when any post-effective amendments thereto
               become effective, (B) of any request by the Commission or any
               state securities authority for amendments and supplements to such
               Shelf Registration Statement or Prospectus or for additional
               information after such Shelf Registration Statement has become
               effective, (C) of the issuance or threatened issuance by the
               Commission or any state securities authority of any stop order
               suspending the effectiveness of such Shelf Registration Statement
               or the qualification of the Registrable Securities in any
               jurisdiction described in Section 3(a)(iii) hereof or the
               initiation of any proceedings for that purpose, (D) if, between
               the effective date of such




                                      -7-
<PAGE>

               Shelf Registration Statement and the closing of any sale of
               Registrable Securities covered thereby, the representations and
               warranties of the Company contained in any purchase agreement,
               securities sales agreement or other similar agreement cease to be
               true and correct in all material respects, (E) of the happening
               of any event or the failure of any event to occur or the
               discovery of any facts, during the Effectiveness Period, which
               makes any statement made in such Shelf Registration Statement or
               the related Prospectus untrue in any material respect or which
               causes such Shelf Registration Statement or Prospectus to omit to
               state a material fact necessary in order to make the statements
               therein, in the light of the circumstances under which they were
               made, not misleading, and (F) of the reasonable determination of
               the Company that a post-effective amendment to such Shelf
               Registration Statement would be appropriate;

                              (v) take reasonable efforts to prevent the entry
               of any stop order suspending the effectiveness of any Shelf
               Registration Statement, or if entered, to obtain the withdrawal
               of any such stop order at the earliest possible moment;

                              (vi) furnish to each Holder of Registrable
               Securities included within the coverage of a Shelf Registration
               Statement, without charge, a reasonable number of conformed
               copies of the Shelf Registration Statement relating to such Shelf
               Registration and any post-effective amendment thereto (without
               documents incorporated therein by reference or exhibits thereto,
               unless requested) as such Holder or managing underwriters, if
               any, may reasonably request;

                              (vii) deliver to each selling Holder of
               Registrable Securities and each managing underwriter
               participating in any such disposition of Registrable Securities,
               if any, without charge, as many copies of the applicable
               Prospectus (including each preliminary Prospectus) as such Holder
               or managing underwriter may reasonably request (it being
               understood that the Company consents to the use of the Prospectus
               by each of the selling Holders of Registrable Securities and the
               underwriter or underwriters, if any, in connection with the
               offering and sale of the Registrable Securities covered by the
               Prospectus), such other documents incorporated by reference
               therein and any exhibits thereto as such selling Holder or
               managing underwriter may reasonably request in order to
               facilitate the disposition of the Registrable Securities by such
               Holder or underwriter;

                              (viii) cooperate with the selling Holders of
               Registrable Securities to facilitate the timely preparation and
               delivery of certificates representing Registrable Securities to
               be sold and not bearing any restrictive legends




                                      -8-
<PAGE>



               and registered in such names as the selling Holders or any
               underwriters may reasonably request at least two Business Days
               prior to the closing of any sale of Registrable Securities
               pursuant to the Shelf Registration Statement relating thereto;

                              (ix) as soon as practicable after the resolution
               of any matter or event specified in Sections 3(a)(iv)(B),
               3(a)(iv)(C), 3(a)(iv)(E) (subject to the proviso contained in
               Section 2(b) hereof) and 3(a)(iv)(F) hereof), prepare a
               supplement or post-effective amendment to the applicable Shelf
               Registration Statement or the related Prospectus or any document
               incorporated therein by reference or file any other required
               document so that, as thereafter delivered to the purchasers of
               the Registrable Securities, such Prospectus will not include any
               untrue statement of a material fact or omit to state a material
               fact necessary in order to make the statements therein, in the
               light of the circumstances under which they were made, not
               misleading;

                              (x) a reasonable time prior to the filing of any
               document which is to be incorporated by reference into a Shelf
               Registration Statement or a Prospectus after the initial filing
               of such Shelf Registration Statement, provide a reasonable number
               of copies of such document to the Holders and managing
               underwriters, if any, and make such of the representatives of the
               Company as shall be reasonably requested by the Holders of
               Registrable Securities available for discussion of such document;

                              (xi) if requested by the Holders of Registrable
               Securities in connection with a firm commitment underwritten
               offering of at least $1 million of Registrable Securities: (i)
               (A) enter into such agreements (including underwriting
               agreements) as are customary in underwritten offerings, (B) make
               such representations and warranties in such agreements to the
               underwriters (if any), with respect to the business of the
               Company and its subsidiaries as then conducted and with respect
               to the applicable Shelf Registration Statement, Prospectus and
               documents, if any, incorporated or deemed to be incorporated by
               reference therein, in each case, as are customarily made by
               issuers to underwriters in underwritten offerings (all of the
               representations and warranties by, and the other agreements on
               the part of, the Company to and for the benefit of such
               underwriters included in each such agreement shall also be made
               to and for the benefit of such Holders and any or all of the
               conditions precedent to the obligations of such underwriters
               under such agreements shall be conditions precedent to the
               obligations of such Holders), and confirm the same if and when
               requested and (C) include in such agreements such terms and
               conditions as are generally prevailing in agreements of that
               type, including, without limitation, indemnities no less




                                      -9-
<PAGE>



               favorable to the recipient thereof than those provided in Section
               5 hereof; (ii) obtain opinions of counsel to the Company and
               updates thereof (which may be in the form of a reliance letter)
               in form and substance reasonably satisfactory to the managing
               underwriters covering the matters customarily covered in opinions
               requested in underwritten offerings and such other matters as may
               be reasonably requested by such underwriters (it being agreed
               that the matters to be covered by such opinion may be subject to
               customary qualifications and exceptions); (iii) obtain "cold
               comfort" accountants' letters and updates thereof in form and
               substance reasonably satisfactory to the managing underwriters
               from the independent certified public accountants of the Company
               (and, if necessary, any other independent certified public
               accountants of any business acquired by the Company for which
               financial statements and financial data are, or are required to
               be, included in the Registration Statement), addressed to each of
               the underwriters, such letters to be in customary form and
               covering matters of the type customarily covered in "cold
               comfort" letters in connection with underwritten offerings and
               such other matters as reasonably requested by such underwriters
               in accordance with Statement on Auditing Standards No. 72; and
               (iv) if an underwriting agreement is entered into, the same shall
               contain indemnification provisions and procedures customary for
               such agreements;

                              (xii) if requested by Holders of Registrable
               Securities in connection with a firm underwritten commitment
               offering of at least $1 million of Registrable Securities, make
               reasonably available for inspection by any selling Holder of
               Registrable Securities who certifies to the Company that it has a
               current intention to sell Registrable Securities pursuant to the
               Shelf Registration, any underwriter participating in any such
               disposition of Registrable Securities, if any, and any attorney,
               accountant or other agent retained by any such selling Holder or
               underwriter (collectively, the "Inspectors"), at the offices
               where normally kept, during the Company's normal business hours,
               all financial and other records, and pertinent organizational and
               operational documents of the Company and its subsidiaries
               (collectively, the "Records") as shall be reasonably necessary to
               enable them to exercise any applicable due diligence
               responsibilities, and cause the officers, trustees and employees
               of the Company and its subsidiaries to supply all relevant
               information in each case reasonably requested by any such
               Inspector in connection with such Shelf Registration Statement,
               Records and information which the Company, in good faith,
               determines to be confidential and any Records and information
               which it notifies the Inspectors are confidential shall not be
               disclosed to any Inspector except where (i) the disclosure of
               such Records or information is necessary to avoid or correct a
               material misstatement or omission in the applicable Shelf
               Registration Statement,



                                      -10-
<PAGE>



               (ii) the release of such Records or information is ordered
               pursuant to a subpoena or other order from a court of competent
               jurisdiction or is necessary in connection with any action, suit
               or proceeding, or (iii) such Records or information previously
               have been made generally available to the public; each selling
               Holder of such Registrable Securities will be required to agree
               in writing that Records and information obtained by it as a
               result of such inspections shall be deemed confidential and shall
               not be used by it as the basis for any market transactions in the
               securities of the Company unless and until such is made generally
               available to the public through no fault of an Inspector or a
               selling Holder; and each selling Holder of such Registrable
               Securities will be required to further agree in writing that it
               will, upon learning that disclosure of such Records or
               information is sought in a court of competent jurisdiction, or in
               connection with any action, suit or proceeding, give notice to
               the Company and allow the Company at its expense to undertake
               appropriate action to prevent disclosure of the Records and
               information deemed confidential;

                              (xiii) comply with all applicable rules and
               regulations of the Commission so long as any provision of this
               Agreement shall be applicable and make generally available to its
               securityholders earning statements satisfying the provisions of
               Section 11(a) of the Securities Act and Rule 158 thereunder (or
               any similar rule promulgated under the Securities Act) no later
               than 45 days after the end of any twelve-month period (or 90 days
               after the end of any twelve-month period if such period is a
               fiscal year) or, in each case, such shorter period as may be
               required for the filing of reports containing quarterly and
               annual financial statements pursuant to the rules and regulations
               adopted under the Securities Act from time to time (i) commencing
               at the end of any fiscal quarter in which Registrable Securities
               are sold to underwriters in a firm commitment or best efforts
               underwritten offering and (ii) if not sold to underwriters in
               such an offering, commencing on the first day of the first fiscal
               quarter of the Company after the effective date of a Shelf
               Registration Statement, which statements shall cover said
               twelve-month periods, provided that the obligations under this
               Section 3(a)(xiii) shall be satisfied by the timely filing of
               quarterly and annual reports on Forms 10-Q and 10-K under the
               Exchange Act;

                              (xiv) cooperate with each seller of Registrable
               Securities covered by a Shelf Registration Statement and each
               underwriter, if any, participating in the disposition of such
               Registrable Securities and their respective counsel in connection
               with any filings required to be made with the NASD;



                                      -11-
<PAGE>



                              (xv) take all other steps necessary to effect the
               registration of the Registrable Securities covered by a Shelf
               Registration Statement contemplated hereby; and

                              (xvi) notwithstanding any other provision of this
               Section 3, if the Company becomes ineligible to use the
               registration form on which the Shelf Registration Statement is
               filed and declared effective pursuant to Section 2(a), thereby
               precluding any Holder from using the related Prospectus, the
               Company shall use best efforts to prepare and file either a post
               effective amendment to the Shelf Registration Statement to
               convert such registration statement to, or a new Shelf
               Registration Statement on, another registration form which the
               Company is eligible to use within 30 days after the date that the
               Company becomes ineligible, provided such other registration form
               shall be available for the sale of the Registrable Securities by
               the selling Holders thereof and such amended or new Shelf
               Registration Statement shall remain subject in all respects to
               the provisions of this Section 3.

               (b) Holders' Obligations.

                              (i) Each Holder agrees that, upon receipt of any
               notice from the Company of the occurrence of any event specified
               in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E), 3(a)(iv)(F)
               hereof or any Delay Notice, such Holder will forthwith
               discontinue disposition of Registrable Securities pursuant to the
               Shelf Registration Statement at issue until such Holder's receipt
               of the copies of the supplemented or amended Prospectus
               contemplated by Section 3(a)(ix) hereof or until it is advised in
               writing (the "Advice") by the Company that the use of the
               applicable Prospectus may be resumed, and, if so directed by the
               Company, such Holder will deliver to the Company (at the
               Company's expense) all copies in such Holder's possession, other
               than permanent file copies then in such Holder's possession, of
               the Prospectus covering such Registrable Securities current at
               the time of receipt of such notice.

                              (ii) Each Holder agrees that the Company may
               require each seller of Registrable Securities as to which any
               registration is being effected to furnish to it such information
               regarding such seller as may be required by the staff of the
               Commission to be included in the applicable Shelf Registration
               Statement, the Company may exclude from such registration the
               Registrable Securities of any seller who fails to furnish such
               information within 10 Business Days after receiving such request,
               and the Company shall have no obligation to register under the
               Securities Act the Registrable Securities of a seller who so
               fails to furnish such information.




                                      -12-
<PAGE>



               Section 4. Expenses of Registration. The Company shall bear and
pay all expenses incurred in connection with any registration, filing, or
qualification of Registrable Securities with respect to a Shelf Registration
Statement for each selling Holder, including all registration, exchange listing,
accounting, filing and NASD fees, all fees and expenses of complying with
securities or blue sky laws, all word processing, duplicating and printing
expenses, messenger and delivery expenses, the reasonable fees and disbursements
of counsel for the Company, and of the Company's independent public accountants,
including the expenses of "comfort letters" required by or incident to such
performance and compliance and reasonable fees and disbursements of one firm of
counsel and one firm of accountants for the Initial Holders. Holders shall be
responsible for any underwriting discounts and commissions and taxes of any kind
(including without limitation, transfer taxes) relating to any disposition, sale
or transfer of Registrable Securities.

               Section 5. Indemnification; Contribution.


               (a) Indemnification by the Company. If any Registrable Securities
are included in a Shelf Registration Statement under this Agreement:

                              (i) To the extent permitted by applicable law, the
               Company shall indemnify and hold harmless each selling Holder,
               each Person, if any, who controls such selling Holder within the
               meaning of the Securities Act, and each officer, director,
               trustee, partner, and employee of such selling Holder and such
               controlling Person, against any and all losses, claims, damages,
               liabilities and expenses (joint or several), including attorneys'
               fees and disbursements and expenses of investigation, incurred by
               such party pursuant to any actual or threatened action, suit,
               proceeding or investigation, or to which any of the foregoing
               Persons may become subject under the Securities Act, the Exchange
               Act or other federal or state laws, insofar as such losses,
               claims, damages, liabilities and expenses arise out of or are
               based upon any of the following statements, omissions or
               violations (collectively, a "Violation"):

                                             (A) Any untrue statement or alleged
                              untrue statement of a material fact contained in
                              such registration statement, including any
                              preliminary prospectus or final prospectus
                              contained therein, or any amendments or
                              supplements thereto or any document incorporated
                              by reference therein;

                                             (B) The omission or alleged
                              omission to state therein a material fact required
                              to be stated therein, or necessary to make the
                              statements therein not misleading; or

                                             (C) Any violation or alleged
                              violation by the Company of the federal securities
                              laws, any applicable state securities law or



                                      -13-
<PAGE>

                              any rule or regulation promulgated under the
                              Securities Act, the Exchange Act or any applicable
                              state securities law;

provided, however, that the indemnification required by this Section 5(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or expense if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in any such case for any such loss, claim, damage, liability or
expense to the extent that it arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in any such
Registration Statement in reliance upon and in conformity with written
information furnished to the Company by the indemnified party expressly for use
in connection with such registration; provided, further, that the indemnity
agreement contained in this Section 5(a) shall not apply to any underwriter to
the extent that any such loss is based on or arises out of an untrue statement
or alleged untrue statement of a material fact, or an omission or alleged
omission to state a material fact, contained in or omitted from any preliminary
prospectus if the final prospectus shall correct such untrue statement or
alleged untrue statement, or such omission or alleged omission, and a copy of
the final prospectus has not been sent or given to such Person at or prior to
the confirmation of sale to such Person if such underwriter was under an
obligation to deliver such final prospectus and failed to do so. The Company
shall also indemnify underwriters participating in the distribution of the
Registrable Securities, their officers, directors, agents and employees and each
Person who controls such Persons (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the same extent as provided
above with respect to the indemnification of the selling Holders. This indemnity
shall be in addition to any liability the Company may otherwise have. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such selling Holder or any indemnified party and shall
survive the transfer of such securities by such Holder.

               (b) Indemnification by Holder. If any of a selling Holder's
Registrable Securities are included in a registration statement under this
Agreement, to the extent permitted by applicable law, such selling Holder shall
indemnify and hold harmless the Company, each of its directors, each of its
officers who shall have signed the registration statement, each Person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, any other selling Holder, any controlling
Person of any such other selling Holder and each officer, director, partner, and
employee of such other selling Holder and such controlling Person, against any
and all losses, claims, damages, liabilities and expenses (joint and several),
including attorneys' fees and disbursements and expenses of investigation,
incurred by such party pursuant to any actual or threatened action, suit,
proceeding or investigation, or to which any of the foregoing Persons may
otherwise become subject under the Securities Act, the Exchange Act or other
federal or state laws, insofar as such losses, claims, damages, liabilities and
expenses arise out or are based upon any untrue statement of a material fact or
any omission of a material fact required to be stated in the



                                      -14-
<PAGE>

Registration Statement under which such Registrable Securities were registered
under the Securities Act (including any final, preliminary or summary Prospectus
contained therein or any amendment thereof or supplement thereto or any
documents incorporated by reference therein), or necessary to make the
statements therein (in the case of a Prospectus or preliminary Prospectus, in
light or the circumstances under which they were made) not misleading, to the
extent, but only to the extent, that such untrue statement or omission had been
contained in any information furnished in writing by such selling Holder to the
Company expressly for use in connection with such registration; provided,
however, that (x) the indemnification required by this Section 5(b) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or expense if settlement is effected without the consent of the relevant selling
Holder of Registrable Securities, which consent shall not be unreasonably
withheld, and (y) in no event shall the amount of any indemnity under this
Section 5(b) exceed the gross proceeds from the applicable offering received by
such selling Holder. In no event shall a Holder be jointly liable with any other
Holder as a result of its indemnification obligations.

               (c) Conduct of Indemnification Proceedings. Promptly after
receipt by an indemnified party under this Section 5 of notice of the
commencement of any action, suit, proceeding, investigation or threat thereof
made in writing for which such indemnified party may make a claim under this
Section 5, such indemnified party shall deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties. The
failure to deliver written notice to the indemnifying party within a reasonable
time following the commencement of any such action, if not otherwise known by
the indemnifying party and if it materially prejudices or results in forfeiture
of substantial rights or defenses, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 5, to the extent of any
damage directly suffered by the indemnifying party as a result thereof, but
shall not relieve the indemnifying party of any liability that it may have to
any indemnified party otherwise than pursuant to this Section 5. Any fees and
expenses incurred by the indemnified party (including any fees and expenses
incurred in connection with investigating or preparing to defend such action or
proceeding) shall be paid to the indemnified party, as incurred, within thirty
(30) days of written notice thereof to the indemnifying party (regardless of
whether it is ultimately determined that an indemnified party is not entitled to
indemnification hereunder). Any such indemnified party shall have the right to
employ separate counsel in any such action, claim or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be the expenses of such indemnified party unless (i) the indemnifying
party has agreed to pay such fees and expenses, (ii) the indemnifying party
shall have failed to promptly assume the defense of such action, claim or
proceeding, (iii) the named parties to any such action, claim or proceeding
(including any impleaded parties) include both such indemnified party and the
indemnifying party, and such indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to it



                                      -15-
<PAGE>



which are different from or in addition to those available to the indemnifying
party, or (iv) in the reasonable judgment of the indemnified party, based upon
advice of its counsel, a conflict of interest may exist between such party and
the indemnifying party with respect to such claims (in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such
action, claim or proceeding on behalf of such indemnified party, it being
understood, however, that the indemnifying party shall not, in connection with
any one such action, claim or proceeding or separate but substantially similar
or related actions, claims or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one additional firm of attorneys (together with
appropriate local counsel) at any time for all such indemnified parties, unless
in the reasonable judgment of such indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties
with respect to such action, claim or proceeding, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels). No indemnifying party shall be liable to an
indemnified party for any settlement of any action, proceeding or claim without
the written consent of the indemnifying party, which consent shall not be
unreasonably withheld.

               (d) Contribution. If the indemnification required by this Section
5 from the indemnifying party is unavailable to an indemnified party hereunder
in respect of any losses, claims, damages, liabilities or expenses referred to
in this Section 5:

                              (i) The indemnifying party, in lieu of
               indemnifying such indemnified party, shall contribute to the
               amount paid or payable by such indemnified party as a result of
               such losses, claims, damages, liabilities or expenses in such
               proportion as is appropriate to reflect the relative fault of the
               indemnifying party and indemnified parties in connection with the
               actions which resulted in such losses, claims, damages,
               liabilities or expenses, as well as any other relevant equitable
               considerations. The relative fault of such indemnifying party and
               indemnified parties shall be determined by reference to, among
               other things, whether any Violation has been committed by, or
               relates to information supplied by, such indemnifying party or
               indemnified parties, and the parties' relative intent, knowledge,
               access to information and opportunity to correct or prevent such
               Violation. The amount paid or payable by a party as a result of
               the losses, claims, damages, liabilities and expenses referred to
               above shall be deemed to include, subject to the limitations set
               forth in Section 5(a) and Section 5(b), any legal or other fees
               or expenses reasonably incurred by such party in connection with
               any investigation or proceeding.

                              (ii) The parties hereto agree that it would not be
               just and equitable if contribution pursuant to this Section 5(d)
               were determined by



                                      -16-
<PAGE>


               pro rata allocation or by any other method of allocation which
               does not take into account the equitable considerations referred
               to in Section 5(d)(i). No Person guilty of fraudulent
               misrepresentation (within the meaning of Section 11(f) of the
               Securities Act) shall be entitled to contribution from any Person
               who was not guilty of such fraudulent misrepresentation.

               (e) Full Indemnification. If indemnification is available under
this Section 5, the indemnifying parties shall indemnify each indemnified party
to the full extent provided in this Section 5 without regard to the relative
fault of such indemnifying party or indemnified party or any other equitable
consideration referred to in Section 5(d)(i) hereof.

               (f) Survival. The obligations of the Company and the selling
Holders of Registrable Securities under this Section 5 shall survive the
completion of any offering of Registrable Securities pursuant to a registration
statement under this agreement, and otherwise.

               Section 6. Covenants of the Company. The Company hereby agrees
and covenants as follows:

               (a) Exchange Act Filings.

                              (i) The Company shall file as and when applicable,
               on a timely basis, all reports required to be filed by it under
               the Exchange Act. If the Company is not required to file reports
               pursuant to the Exchange Act, upon the request of any Holder of
               Registrable Securities, the Company shall make publicly available
               the information specified in subparagraph (c)(2) of Rule 144. The
               Company shall take such further action as may be reasonably
               required from time to time and as may be within the reasonable
               control of the Company, to enable the Holders to Transfer
               Registrable Securities without registration under the Securities
               Act within the limitation of the exemptions provided by Rule 144
               or any other exemption from registration. Upon the request of any
               Holder of Registrable Securities, the Company will deliver to
               such Holder a written statement as to whether it has complied
               with such requirements and, if not, the specifics thereof.

                              (ii) In connection with any sale, transfer or
               other disposition by a Holder of any Registrable Securities
               pursuant to Rule 144, the Company shall cooperate with such
               Holder to facilitate the timely preparation and delivery of
               certificates representing Registrable Securities to be sold and
               not bearing any Securities Act legend, and enable certificates
               for such Registrable Securities to be for such number of shares
               and registered in



                                      -17-
<PAGE>



               such names as the Holder may reasonably request at least two
               business days prior to any sale of Registrable Securities.

               (b) Merger, Consolidations and Sale of Assets. The Company shall
not, directly or indirectly, (x) enter into any merger, consolidation or
reorganization in which the Company shall not be the surviving corporation or
(y) Transfer or agree to Transfer all or substantially all the Company's assets,
unless prior to such merger, consolidation, reorganization or asset Transfer,
the surviving corporation or the transferee, respectively, shall have agreed in
writing to assume the obligations of the Company under this Agreement, and for
that purpose references hereunder to "Registrable Securities" shall be deemed to
include the securities which the Holders of Registrable Securities would be
entitled to receive in exchange for Registrable Securities pursuant to any such
merger, consolidation or reorganization.

               Section 7. Miscellaneous .

               (a) Amendments and Waivers.

                              (i) The provisions of this Agreement, including
               the provisions of this Section 7(a), may not be amended, modified
               or supplemented, and waivers or consents to departures from the
               provisions hereof may not be given without the written consent of
               the Company and the Holders of a majority of the outstanding
               Registrable Securities, provided that no amendment, modification
               or supplement or waiver or consent to a departure with respect to
               Section 5 hereof shall be effective against any Holder unless
               consented to in writing by such Holder. Any amendment or waiver
               effected in accordance with this paragraph shall be binding upon
               each Holder, each future Holder of Registrable Securities, and
               the Company.

                              (ii) Notice of any amendment, modification or
               supplement to this Agreement adopted in accordance with this
               Section 7 shall be provided by the Company to the Holders prior
               to the effective date of such amendment, modification or
               supplement.

               (b) Notices. All notices or other communications under this
Agreement shall be sufficient if in writing and delivered by hand or sent,
postage prepaid by registered, certified or express mail, or by recognized
overnight air courier service and shall be deemed given when so delivered by
hand, or if mailed or sent by overnight courier service, on the third Business
Day after mailing (one Business Day in the case of express mail or overnight
courier service) to the parties at the following addresses:

                              (i) if to the Initial Holders, to the addresses
               set forth under their signatures on the signature page hereof and
               if to any other Holder to the address contained in the records of
               the Company;



                                      -18-
<PAGE>



                              (ii) if to the Company, to:

                                   Capital Trust, Inc.
                                   410 Park Avenue,
                                   14th Floor,
                                   New York, New York 10022
                                   Attention:  John R. Klopp
                                               Chief Executive Officer


                              with a copy to:

                              Paul, Hastings, Janofsky & Walker LLP
                              75 East 55th Street
                              New York, New York  10022
                              Attention:  Michael L. Zuppone

or at such other address as the addressee may have furnished in writing to the
sender as provided herein.

               (c) Assignment.

                              (i) Except as expressly provided in this Section
               7(c), the rights of the parties hereto cannot be assigned and any
               purported assignment or transfer to the contrary shall be void ab
               initio. So long as the terms of this Section 7(c) are followed,
               any Holder may assign any of its rights under this Agreement,
               without the consent of the Company, to any Person to whom such
               holder Transfers any Registrable Securities or any rights to
               acquire Registrable Securities so long as such Transfer is not
               made pursuant to an effective Registration Statement or pursuant
               to Rule 144 or Rule 145 (or any successor provisions) under the
               Securities Act or in any other manner the effect of which is to
               cause the Transferred securities to be freely transferable
               without regard to the volume and manner of sale limitations set
               forth in Rule 144 (or any successor provision) in the hands of
               the transferee as of the date of such Transfer.

                              (ii) Notwithstanding Section 7(c)(i), no Holder
               may assign any of its rights under this Agreement to any Person
               to whom such Holder Transfers any Registrable Securities if the
               Transfer of such Registrable Securities requires registration
               under the Securities Act.

                              (iii) The nature and extent of any rights assigned
               shall be as agreed to between the assigning party and the
               assignee. No Person may be assigned any rights under this
               Agreement unless (x) the Company is given written notice by the
               assigning party at the time of such assignment stating



                                      -19-
<PAGE>



               the name and address of the assignee, identifying the securities
               of the Company as to which the rights in question are being
               assigned, and providing a detailed description of the nature and
               extent of the rights that are being assigned and (y) and the
               assignee agrees in writing to be bound by and subject to the
               terms and conditions of this Agreement, including, without
               limitation, the provisions of this Section 7(c).

               (d) Successors and Assigns; No Third Party Beneficiaries. This
Agreement will be binding upon and inure to the benefit of the parties hereto
and their successors and permitted assigns. Except as set forth herein and by
operation of law, no party to this Agreement may assign or delegate all or any
portion of its rights, obligations, or liabilities under this Agreement without
the prior written consent of the Company in the case of a Holder or of all
Holders in the case of the Company. This Agreement shall not be construed so as
to confer any right or benefit upon any Person other than the parties hereto and
their respective successors and permitted assigns to the extent contemplated
herein.

               (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

               (f) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

               (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

               (h) Specific Performance; Costs and Expenses. The parties hereto
acknowledge that there would be no adequate remedy at law if any party fails to
perform any of its obligations hereunder, and accordingly agree that each party,
in addition to any other remedy to which it may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of any other
party under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdiction. The parties agree that if any party or parties violates this
Agreement, in addition to the any other rights and remedies the non-violating
party may have (including monetary damages), the prevailing party or parties
shall be entitled to receive from the losing party or parties all costs and
expenses, including reasonable attorneys' fees, incurred or expended by the
prevailing party or parties to enforce its rights under the Agreement.

               (i) Entire Agreement. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement



                                      -20-
<PAGE>



of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.

















                                      -21-
<PAGE>



               IN WITNESS WHEREOF, the undersigned Company has executed this
Agreement as of the date first written above.



                                            CAPITAL TRUST, INC.

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




                [Signature pages for persons named on Schedule A
                        have been intentionally omitted]












<PAGE>




                                   Schedule A



        WIG LP
        Verna Harrah Trust
        HHS Partnership
        Jerry Markowitz and Maria Markowitz
        Barbara Clements Heller Revocable Trust
        Jerome Blank Irrevocable Trust
        Bernard Osher Trust
        Prism Partners I LP
        Fred Stein
        Sharon B Zell Family Trust
        JW Family Trust
        Richard F. Levy
        Kenneth D. Tuchman
        Harvey R. Heller
        Ramius Capital Group, LLC
        Portside Growth & Opportunity Fund Ltd.
        Sante Fe Art Foundation
        Diane Buchanan Wilsey
        SMS Trust
        ADS 1212 Trust
        You Lucky Dog Trust
        Prima Associates, LP
        The Alpha Fund
        Gaston Caperton
        John Pritzker
        Herb Lau and Carol Lau
        Mellon Bank NA, Custodian for the Public Employee Retirement System of
           Idaho
        Boston Safe Deposit and Trust Company, as Trustee of the Raytheon
           Combined DB/DC Master Trust
        Boston Safe Deposit and Trust Company, as Trustee of the Raytheon Master
           Pension Trust
        WHI Growth Fund, LP
        Shoshana Foundation Inc.
        Granite Fund I LLC





</TEXT>
</DOCUMENT>
