CAPITAL TRUST INC
HATKOFF CONSULTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>HATKOFF CONSULTING AGREEMENT
<TEXT>

                                                                   Exhibit 10.10


                          CONSULTING SERVICES AGREEMENT

         Consulting Services Agreement  ("Agreement"),  dated as of January 1,
2001, by and between Craig M. Hatkoff  ("Consultant") and Capital Trust, Inc.,
a Maryland corporation (the "Company").

                              PRELIMINARY STATEMENT

         WHEREAS, Consultant has previously served as an executive officer of
the Company and therefore has the training, expertise and prior experience in
areas related to the business or needs of the Company and the investment funds
cosponsored by it, CT Mezzanine Partners I, LLC, a Delaware limited liability
company ("Fund I"), and CT Mezzanine Partners II, LP, a Delaware limited
partnership ("Fund II");

         WHEREAS,  the Company  desires to retain the services of  Consultant;
and

         WHEREAS, Consultant desires to provide consulting services for the
benefit of the Company using his knowledge, skills, experience and abilities;

         NOW THEREFORE, in consideration of the mutual promises contained
herein, and other good and valuable consideration, the parties hereto agree as
follows:

                                   ARTICLE I
                             SERVICES TO BE PROVIDED

         Section 1.1 Nature of Services.

         (a) Consultant shall provide advice and suggestions, and perform such
tasks and assignments as requested, orally or in writing, from time to time, by
the chief executive officer of the Company.

         (b) The Consultant shall be designated by the Company and serve as a
member of the Management Committee of each of Fund I and CT MP II LLC, a
Delaware limited liability company which serves as general partner of Fund II.
The Company may remove Consultant as a member of the foregoing committees for
any reason or no reason at any time and the Consultant may resign from such
committee for any reason or no reason at any time.

         (c) The Consultant agrees to cooperate at the reasonable request of the
Company with any advisory assignments, transactions or litigation or claims
involving the Company about which Consultant has knowledge. Said cooperation
includes but is not limited to: providing information, reviewing and assisting
in the preparation of statements, affidavits or pleadings, giving sworn
statements or depositions and testifying


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in court or at arbitration. The Company will reimburse Consultant for reasonable
expenses related to assistance requested by Company.

         Section 1.2 Right of Control. Consultant shall have exclusive control
over the means and manner by which the services called for by this Agreement are
performed.

         Section 1.3 Non-Exclusive Services. Consultant shall devote so much of
his productive time, ability and attention as is necessary to performing
consulting services as requested or assigned by the Company. Consultant may
render services of a business or commercial nature to other persons or entities
during the term of this Agreement.

                                   ARTICLE II
                            COMPENSATION FOR SERVICES

         Section 2.1 Fee. As payment and consideration for the services to be
provided and promises made herein by Consultant, the Company agrees to pay
Consultant the total sum of Fifteen Thousand Dollars ($15,000) per month
("Fee"). The Fee shall be paid once a month on the last day of the month in
which services are provided.

         Section 2.2 Independent Contractor. Consultant understands and agrees
that in performing the services to be provided pursuant to this Agreement,
Consultant is acting as an independent contractor with respect to the Company
and not as an employee, agent, partner or joint venturer of the Company.
Consultant, in his capacity as such, shall be free to undertake other
assignments or activities on his own account or on the account of third parties,
provided such activities or assignments do not violate the restrictive covenant
agreement contained in that certain letter agreement entered into between the
parties on December 29, 2000 (the "Separation Agreement"). Consultant agrees and
understands that he shall not be authorized to, nor shall he, enter into any
commitments, agreements or undertakings or assume any responsibilities on behalf
of the Company.

         Section 2.3 Tax Obligations. Consultant understands and agrees that he
is solely responsible for all income and/or other employment tax obligations, if
any, including but not limited to all reporting and payment obligations, if any,
which may arise as a consequence of any payment under this Agreement. Consultant
agrees to indemnify and hold the Company harmless in respect of all such
payments claimed or assessed by any taxing authority.

         Section 2.4 No Benefits. Consultant understands and agrees that since
he is not an employee of the Company, he shall not be entitled to, and hereby
waives any claim to any of the benefits provided to employees of the Company,
including, but not


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limited to holidays off with pay; vacation time off with pay, paid leaves of
absence of any kind; and insurance coverage of any kind, specifically including,
but not limited to, medical and dental insurance, unemployment insurance,
workers' compensation insurance and state disability insurance.

                                  ARTICLE III
                              TERM AND TERMINATION

         Section 3.1 Effective Date of Agreement. This Agreement shall become
effective upon the date hereof.

         Section 3.2 Term of Agreement. This Agreement shall continue in full
force and effect for a period of two (2) years.

         Section 3.3 Termination Prior to Expiration of Term. Either party may
terminate this Agreement prior to the expiration of the term hereof for any or
no reason on fourteen (14) calendar days' advance written notice to the other
party. In the event of such termination, Consultant shall be promptly paid the
portion of the monthly Fee owed based on services performed prior to the
effective date of termination and no further payment shall be due.

         Section 3.4 Termination for Cause. The Company also may terminate this
Agreement for "Cause" before the expiration of the term hereof without any prior
notice. "Cause" shall mean (i) any act of theft, fraud or embezzlement, or any
other willful misconduct or dishonest behavior by Consultant in connection with
the performance of Consultant's services hereunder, (ii) Consultant's continuing
and willful failure or refusal to perform the services required under this
Agreement (other than due to his incapacity due to illness or injury, (iii)
conviction of Consultant for any crime constituting a felony under the laws of
the jurisdiction in which such crime was committed, or (iv) material breach of
the provisions of the Separation Agreement.

                                   ARTICLE IV
                               PROPRIETARY RIGHTS

         Section 4.1 Confidential Information.

         (a) Consultant understands and agrees that during the term of this
Agreement, he may become aware of information concerning the operations,
budgets, future business plans and methods of doing business on the part of the
Company and/or its affiliates, which information is hereby designated
"Confidential Information."

         (b) Consultant understands and agrees that he shall not disclose any
Confidential Information directly or indirectly, to anyone outside of the
Company, either


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during the term of this Agreement, or at any time after the expiration or
termination hereof, without the prior written consent of the Company.

         (c) Consultant understands and agrees that he shall be subject to and
comply with the Company's insider trading policy in accordance with the terms
thereof.

         Section 4.2 Return of Company Property. Consultant understands and
agrees that all written information, documents, and materials prepared by or at
the request of the Company, or provided to Consultant, in the course of
providing the services called for by this Agreement shall be the sole and
exclusive property of the Company and will be delivered to the Company, if
requested, on the expiration or termination of this Agreement.

                                   ARTICLE V
                            MISCELLANEOUS PROVISIONS

         Section 5.1 Severability. the provisions of this Agreement are
severable, and if any part of it is found to be unenforceable, the other
paragraphs shall remain fully valid and enforceable.

         Section 5.2 Arbitration. This Agreement shall in all respects be
interpreted and governed by and under the laws of the State of New York, without
regard to principles of conflict of laws. Any dispute regarding any aspect of
this Agreement or any act which allegedly has or would violate any provision of
this Agreement or any law (hereinafter "Arbitrable Dispute") shall be submitted
to arbitration in New York City in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect, as the exclusive
remedy for any such claim or Arbitrable Dispute. The decision of the arbitrator
shall be final, conclusive and binding upon the parties. Each party shall pay
the fees of its respective attorneys, the expenses of its witnesses and any
other expenses connected with presenting its claim. Other costs of the
arbitration, including the fees of the arbitrator, costs of any record or
transcript of the arbitration, administrative fees, and other fees and costs
shall be borne equally by the parties, one-half by Consultant, on the one hand,
and one-half by the Company, on the other hand, provided however, the arbitrator
may award the prevailing party its reasonable legal fees and expenses in
pursuing such action if the arbitrator finds the non-prevailing party acted in
bad faith with gross negligence or without reasonable basis to believe that
her/its conduct was in conformity with the terms hereof. Whether or not a party
is the prevailing party in any such action shall be determined by the
arbitrator. Should any party to this Agreement pursue any Arbitrable Dispute by
any method other than said arbitration, the responding party shall be entitled
to recover from the initiating party all damages, costs, expenses and attorneys'
fees incurred as a result of such action.

         Section 5.3 Sole and Entire Agreement. This Agreement sets forth the
entire agreement between the parties hereto and fully supersedes any and all
prior


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agreements or understandings between the parties hereto, whether written or
oral, pertaining to the subject matter hereof and does not bind the parties with
respect to the subject matter of the Separation Agreement which shall be
interpreted and enforced without regard to the provisions of this Agreement. No
change in, modification of, or addition, amendment or supplement to this
Agreement shall be valid unless set forth in writing.

         Section 5.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.










                           [SIGNATURE PAGE FOLLOWS]





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         IN WITNESS WHEREOF, the parties hereto executed this Agreement
effective as of the date first set forth above.

                              CAPITAL TRUST, INC.


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


                              CRAIG M. HATKOFF

                              /s/ Craig M. Hatkoff
                              --------------------------------

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