Exhibit 10.1

                                CONTRACT OF SALE


                                     BETWEEN


                              54-55 STREET COMPANY,

                                   AS SELLER,

                                       AND

                      RECKSON OPERATING PARTNERSHIP, L.P.,


                                  AS PURCHASER

                          DATED AS OF OCTOBER 15, 1999

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                           Page
                                                                           ----

GLOSSARY...................................................................iii

SECTION 1.   Purchase and Sale of Premises..................................1

SECTION 2.   Purchase Price; Downpayment....................................1

SECTION 3.   Closing........................................................5

SECTION 4.   Termination Option.............................................5

SECTION 5.   Title Exceptions...............................................6

SECTION 6.   Failure of Seller or Purchaser to Perform......................7

SECTION 7.   Representations and Warranties of Seller and Purchaser.........8

SECTION 8.   Inspection of the Premises....................................21

SECTION 9.   Violations Affecting the Premises.............................22

SECTION 10.  Destruction, Damage or Condemnation Affecting the Premises....23

SECTION 11.  Seller's Closing Obligations..................................25

SECTION 12.  Purchaser's Closing Obligations...............................28

SECTION 13.  Apportionments and Adjustments; Closing Costs.................30

SECTION 14.  Operation of Premises.........................................35

SECTION 15.  Broker........................................................38

SECTION 16.  Notices.......................................................38

SECTION 17.  Limitation on Survival of Representations, Warranties and
             Obligations...................................................40

SECTION 18.  Prohibition of Recording......................................40

SECTION 19.  Miscellaneous.................................................40

<PAGE>

                                    EXHIBITS
                                    --------

Exhibit "A"           Legal Description of Land
Exhibit "B"           Certain Permitted Exceptions
Exhibit "B-1"         Title Letter
Exhibit "C"           Leases
Exhibit "D"           Minskoff Lease
Exhibit "E"           Lease Defaults, Delinquencies and Rent Roll
Exhibit "F"           Security Deposits
Exhibit "G"           Tenant Work
Exhibit "H"           Personal Property and Security Agreements
Exhibit "I"           Brokerage Agreements and Mendik Management Agreement
Exhibit "J"           Curtain Wall Agreement and Sidewalk Bridge Agreement
Exhibit "K"           Litigation
Exhibit "L"           Environmental
Exhibit "M"           Building Employees
Exhibit "M-2"         Union Employees
Exhibit "N"           Pending Tax Proceedings
Exhibit "O"           Form of Deed
Exhibit "P"           Form of Bill of Sale
Exhibit "Q"           Form of Assignment and Assumption Agreement
Exhibit "R            Form of General Assignment and Assumption Agreement
Exhibit "S"           Form of Tenant Notice
Exhibit "T"           Non-Foreign Status Affidavit
Exhibit "U"           Form of Tenant Estoppel
Exhibit "U-1"         Form of MTA Estoppel
Exhibit "V"           Service Contracts
Exhibit "W"           Form of Hearst Letter of Credit
Exhibit "X"           The License Agreement
Exhibit "Y"           Mendik Commission Agreement
Exhibit "Z"           Tax Escrow Agreement
Exhibit "ZZ"          Commencement Date Schedule
Exhibit "ZZZ"         Lease Clarification Agreement (Burberry)

Schedule "1"        Chase Monthly Rent
Schedule "2"        Form of Legal Opinion
Schedule "3"        Curtain Wall Consent Letter
Schedule "4"        Operating Units Representations
Schedule "5"        Mannor Corp./Threadtex Rider
Schedule "6"        New York Life Insurance Company Letter

<PAGE>

                                    GLOSSARY
                                    --------

                                                                           Page
                                                                           ----

ADA.........................................................................12
Agreement....................................................................1
Arrearages and Unpaid Escalations Statement.................................25
Authorized Representatives..................................................21
Broker......................................................................15
C&W.........................................................................21
Casualty Termination Notice.................................................23
Chase.......................................................................19
Chase Funds.................................................................19
Chase Monthly Rent..........................................................19
Closing......................................................................5
Closing Date.................................................................5
Commencement Date...........................................................36
Cured Estoppels.............................................................26
Deed........................................................................25
Demand.......................................................................4
Downpayment..................................................................1
Environmental Laws..........................................................13
Escrow Account...............................................................2
Escrow Funds.................................................................2
Escrow Holding Account.......................................................1
Escrowee.....................................................................2
Excluded Tenants............................................................26
General Assignment and Assumption...........................................25
Hazardous Materials.........................................................13
Hearst Tenant................................................................2
Holdback Deductible.........................................................16
Improvements.................................................................1
Indemnify...................................................................22
Land.........................................................................1
Lease Assignment and Assumption.............................................25
Losses......................................................................22
New Lease...................................................................35
New Lease Expenses..........................................................35
Non-Termination Commission..................................................34
Non-Voluntary Liens..........................................................6
Notice......................................................................44
Overage Rent................................................................32
Permitted Exceptions.........................................................6
Premises.....................................................................1
Purchase Price...............................................................1
Purchaser....................................................................1
Purchaser's Demand...........................................................4
Renewal and Expansion Commissions...........................................34
rental......................................................................30
rents.......................................................................30
Representations and Warranties Holdback.....................................15
Restoration Cost............................................................23
Satisfactory Tenant Estoppel................................................26
Scheduled Closing Date.......................................................5
Section 7 Cure..............................................................14
Section 7 Cure Period.......................................................14
Security Deposits...........................................................25
Seller.......................................................................1
Seller and its Representatives..............................................13
Seller's Breach.............................................................14
Seller's Demand..............................................................3
Seller's Estoppel...........................................................26
Seller's Principal..........................................................41
Seller's Section 7 Cure Notice..............................................14
Service Contracts...........................................................36
SPE.........................................................................43
Suite 1802 Tenant...........................................................32
Surrender Agreements.........................................................2
Surrender Period.............................................................2
Taking......................................................................24
Tenant Estoppel.............................................................26
Termination Option...........................................................5
Unit Election...............................................................43
Violations..................................................................22
Voluntary Liens..............................................................6
Warranties Holdback Account.................................................16
Warranties Holdback Funds...................................................16
Warranties Holdback Termination Date........................................18

<PAGE>

                                CONTRACT OF SALE

     CONTRACT OF SALE (the "Agreement"), dated as of October 15, 1999, between
54-55 STREET COMPANY, a joint venture organized under the laws of the State of
New York, having an address at 1350 Avenue of the Americas, New York, New York
10019 ("Seller"), and RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership having an address at c/o Reckson Associates Realty Corp., 10 East
50th Street, 29th Floor, New York, New York 10022 ("Purchaser").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, Seller desires to sell the Premises (as hereinafter defined) to
Purchaser, and Purchaser desires to purchase the Premises from Seller, upon the
terms and subject to the conditions hereinafter set forth.

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

     SECTION 1. PURCHASE AND SALE OF PREMISES. Subject to and in accordance
                -----------------------------
with the provisions of this Agreement, Seller shall sell to Purchaser, and
Purchaser shall purchase from Seller, all of Seller's right, title and interest
in and to the following: (a) the real property described on Exhibit "A" annexed
hereto and made a part hereof (the "Land"), (b) the building and other
improvements situated on the Land (collectively, the "Improvements"), (c) any
land lying in the bed of any street or highway in front of or adjoining the Land
to the center line thereof, (d) any appurtenances to the Land or the
Improvements, and (e) to the extent owned by Seller, the fixtures, equipment and
other personal property attached or appurtenant to the Improvements on the date
hereof and/or to the extent located on the Premises, used in connection with the
ownership, operation and management of the Premises (the items enumerated in
clauses (a)-(e) above being hereinafter collectively referred to as the
"Premises").

     SECTION 2. PURCHASE PRICE; DOWNPAYMENT.
                ---------------------------

     2.1. The aggregate purchase price to be paid by Purchaser to Seller for the
Premises (the "Purchase Price") is ONE HUNDRED TWENTY-SIX MILLION FIVE HUNDRED
THOUSAND AND 00/100 DOLLARS ($126,500,000.00), subject to adjustment as provided
in Section 2.2(d), which amount shall be payable in accordance with the further
provisions of this Section 2.

     2.2. (a) Simultaneously with the execution and delivery of this Agreement,
Purchaser shall deliver to Escrowee (as hereinafter defined), by wire transfer
in immediately available federal funds to Citibank, N.A., 153 East 53rd Street,
New York, New York 10043, Account Name - Gibson, Dunn & Crutcher LLP, Account
Number - 43355282, ABA Number 021-000-089 (the "Escrow Holding Account"), the
amount of SIX MILLION AND 00/100 DOLLARS ($6,000,000.00) as a downpayment (the
"Downpayment") on account of the Purchase Price.

          (b) The Downpayment, together with all interest earned thereon,
hereinafter collectively shall be referred to as the "Escrow Funds." Escrowee
shall transfer and deposit all Escrow Funds from the Escrow Holding Account to
the separate escrow account ("Escrow Account") referred to below and shall
thereafter hold and disburse the Escrow Funds in accordance with the provisions
of Section 2.3 hereof. As used in this Agreement, the term "Escrowee" shall mean
and refer to Gibson, Dunn & Crutcher LLP.

          (c) At the Closing, Purchaser shall (i) pay to Seller the amount of
ONE HUNDRED TWENTY-FOUR MILLION and 00/100 DOLLARS ($124,000,000.00), plus any
Additional Purchase Price which is payable pursuant to Section 2.2(d), less the
amount of the Downpayment actually delivered by Purchaser to Escrowee (less any
funds used by Seller for restoration and not replaced by Purchaser pursuant to
Section 2.3(d) hereof), and less the amount of the holdback provided for in
Section 7.7 hereof, further subject to apportionments and other adjustments made
in accordance with the terms of Section 13 and Section 14 hereof, (ii) pay the
amount of the holdback provided for in Section 7.6 hereof to the Warranties
Holdback Escrowee, which subject to the terms and conditions set forth in
Section 7.6 hereof, shall be paid to Seller on account of the balance of the
Purchase Price not later than nine (9) months after the Closing (except for the
Remy Amerique Commission Funds (as defined herein) which subject to the terms
and conditions set forth in Section 7.6 hereof, shall be paid to Seller not
later than December 31, 2000 as provided below), and (iii) direct Escrowee to
deliver to Seller the Escrow Funds.

          (d) The Purchase Price shall be increased above the amount of
$126,500,000.00 in the amount hereinafter set forth (the "Additional Purchase
Price") at such time as Seller delivers to Purchaser, or Purchaser obtains, at
or prior to Closing or within one (1) year after the Closing ("Surrender
Period"), one or more written agreements ("Surrender Agreements") by the current
tenant ("Hearst Tenant") under that certain Lease Agreement dated as of August
7, 1990 between Seller as Landlord and the Hearst Corporation as tenant (as
amended from time to time, the "Hearst Lease") in which the Hearst Tenant
unconditionally agrees to surrender within the Surrender Period, subject to
postponements for force majeure, some or all of the space ("Hearst Space")
occupied by the Hearst Tenant (but not less than one-half (1/2) of a floor nor
more than two (2) full floors without Purchaser's prior written consent to be
granted or withheld in Purchaser's sole and absolute discretion). The Additional
Purchase Price shall be in the amount of ONE MILLION DOLLARS ($1,000,000.00) for
each full floor (pro rata for portions of a floor as aforesaid), as specified in
the Surrender Agreements, up to and including a maximum Additional Purchase
Price of Two Million Dollars ($2,000,000.00). At Closing, Purchaser shall pay
the amount of that portion of the Additional Purchase Price (if any) required
hereunder with respect to all Surrender Agreements delivered at that time (if
any), and Purchaser shall deliver to Seller at the Closing as security for
Purchaser's obligation to pay any Additional Purchase Price as the same may
become due an irrevocable letter of credit ("Hearst LOC") in the amount of (i)
$2,000,000.00 less (ii) that portion of the Additional Purchase Price paid at
the Closing (if any). The Hearst LOC shall be in the form of Exhibit W annexed
hereto and made a part hereof, and shall comply with the following:

               (A) The term of the Hearst LOC shall be six (6) months from and
after the date of Closing. The LOC shall be issued by and drawn on The Chase
Manhattan Bank or other bank reasonably acceptable to Seller and shall be
presentable for payment in New York City.

               (B) It shall be payable at sight in increments of $1,000,000 for
each full floor (pro rata for portions of a floor as aforesaid) of the Hearst
Space required to be surrendered, upon presentation of (I) Seller's sworn
affidavit that Seller is entitled to the amount set forth therein, and (II)
specifying the portion of the Hearst Space to be surrendered pursuant to the
attached executed Surrender Agreement (showing copies delivered simultaneously
to Purchaser). Notwithstanding any expiration of or failure to draw on the
Hearst LOC, Purchaser shall remain obligated to pay the Additional Purchase
Price as provided herein.

          At all times from and after the date hereof through the Surrender
Period, to the extent Hearst desires to surrender any of the Hearst Space,
Seller and Purchaser shall jointly negotiate with Hearst to obtain a surrender
of the Hearst Space to maximize the space to be surrendered, and neither Seller
nor Purchaser shall contact or communicate with the Hearst Tenant (or any parent
or affiliate) or any agent or representative thereof ("Hearst Party"), directly
or indirectly, concerning (x) any extension, renewal, termination or surrender
of the Hearst Lease, or (y) any amendment or modification of the Hearst Lease
related to or which might materially and adversely affect the surrender of any
Hearst Space, without the prior written consent of the other. If either Seller
or Purchaser shall receive any communication from any Hearst Party concerning
the Hearst Space or Hearst Lease during the Surrender Period, it shall promptly
make full disclosure thereof to the other party.

          (e) Except as otherwise provided for in this Agreement, all monies
payable to Seller by Purchaser pursuant to this Agreement, shall be paid by wire
transfer in immediately available federal funds to an account or accounts
designated in writing from time to time by Seller.

     2.3. (a) Escrowee shall hold the Escrow Funds in escrow in an
interest-bearing account (or as otherwise agreed in writing by Seller, Purchaser
and Escrowee) in a New York Clearing House Bank or in a nationally recognized
"money fund" (the "Escrow Account") until the Closing or sooner termination of
this Agreement and shall pay over or apply the Escrow Funds in accordance with
the further provisions of this Section 2.3. The party which receives the
interest earned on the Downpayment shall pay all income taxes owed in connection
therewith. The employer identification numbers of Seller and Purchaser are set
forth on the signature page hereof Escrowee shall not be liable to Purchaser or
Seller for any loss occasioned by any deposit of the Escrow Funds made in
accordance with this Section 2.3.

          (b) At the Closing, the Escrow Funds shall be paid by Escrowee to
Seller and Purchaser shall receive a credit against the Purchase Price equal to
the sum of the Escrow Funds.

          (c) Subject to, and following in compliance with, the provisions of
Section 2.3(e) hereof, Escrowee shall deliver to Seller the Escrow Funds at the
expiration of ten (10) business days following Escrowee's receipt of Seller's
written demand ("Seller's Demand") for the Escrow Funds stating that Purchaser
has defaulted in the performance of Purchaser's obligations under this Agreement
and specifying such default in reasonable detail or that Seller is entitled to
use the Escrow Funds to restore the Premises as provided in Section 8.2(b)
hereof (it being understood and agreed that (i) Seller shall have no obligation
to restore the Premises, and (ii) to the extent Seller uses all or any portion
of the Escrow Funds to restore the Premises, Purchaser shall promptly pay to
Escrowee an amount equal to the Escrow Funds used to restore the Premises).
Simultaneously with Seller's delivery of Seller's Demand to Escrowee, Seller
shall deliver a copy of Seller's Demand to Purchaser.

          (d) Subject to, and following in compliance with, the provisions of
Section 2.3(e) hereof, Escrowee shall deliver to Purchaser the Escrow Funds at
the expiration of ten (10) business days following Escrowee's receipt of
Purchaser's written demand ("Purchaser's Demand") therefor stating in reasonable
detail that (i) the Closing did not occur on the Scheduled Closing Date (as
hereinafter defined), or on such later date to which the Closing shall have been
adjourned, as a result of Seller's inability or refusal to convey title to the
Premises in accordance with the provisions of this Agreement, or (ii) Purchaser
has properly terminated this Agreement in accordance with the provisions hereof.
Simultaneously with Purchaser's delivery of Purchaser's Demand to Escrowee,
Purchaser shall deliver a copy of Purchaser's Demand to Seller.

          (e) If Escrowee receives either Seller's Demand or Purchaser's Demand
(individually, a "Demand") pursuant to and in accordance with Section 2.3(c) or
(d) hereof, as the case may be, then, in such event, prior to releasing the
Escrow Funds, Escrowee shall deliver a copy of Seller's Demand or Purchaser's
Demand, as the case may be, to the non-demanding party within five (5) business
days after receipt thereof by Escrowee. If Escrowee shall not have received a
written objection to the proposed payment by the close of business on the tenth
(10th) business day following the date of Seller's Demand or Purchaser's Demand,
as the case may be, then, in such event, Escrowee is hereby authorized and
directed to make the payment set forth in such Demand on the eleventh (11th)
business day following the date of such Demand. If Escrowee shall have received
a written objection from either party before such payment, then, in such event,
Escrowee shall continue to hold the Escrow Funds until otherwise directed by
written instructions from both of the parties hereto or by a final unappealable
judgment of a court of competent jurisdiction; provided, however, that Escrowee
shall have the right, at any time, to deposit the Escrow Funds with any court of
competent jurisdiction and thereby be relieved and discharged of any further
obligations or liability under this Agreement. Escrowee shall give written
notice of any such deposit to Seller and Purchaser. Escrowee shall be entitled
to rely upon the authenticity of any signature and/or the validity of any
writing received by Escrowee pursuant to, or otherwise relating to, this
Agreement. Any writing signed by any two (2) of the "parties of the first part"
of Seller, on behalf of Seller, shall be sufficient to bind Seller, and Escrowee
shall be entitled to rely thereon. The "parties of the first part" of Seller are
Marjorie Minskoff Schleifer (whose official successor as such party of the first
part is Jean Minskoff Grant), Myron A. Minskoff (whose official successor as
such party of the first part is Sara Minskoff Grant), and the Estate of Jerome
Minskoff (whose co-executors are Patricia Minskoff and United States Trust
Company of New York).

          (f) The parties acknowledge and agree that (i) Escrowee, in its
capacity as the holder of the Escrow Funds hereunder, is acting solely as a
stakeholder at the parties' request and for their convenience; (ii) although
Escrowee, in its capacity as attorney, acts as the attorney for Seller in
connection with the transactions contemplated herein, Escrowee shall not be
deemed to be the agent of either of the parties hereto as holder of the Escrow
Funds (provided, however, that the parties hereto acknowledge and agree that (x)
Purchaser, by its execution and delivery of this Agreement, has pledged to
Seller the Escrow Funds as security for Purchaser's obligations hereunder, (y)
Purchaser hereby grants to Seller a first priority lien on, and security
interest in, the Escrow Funds, and (z) Escrowee shall be deemed to be Seller's
agent for the purposes of such pledge and grant of security interest); (iii) any
conflict of interest that may exist because of Escrowee's representation of
Seller hereunder as attorney and/or acting as agent with respect to said pledge
and grant of security interest is hereby waived; and (iv) Escrowee shall not be
liable to either of the parties hereto or to any third-party for any act or
omission on its part as Escrowee unless due to Escrowee's gross negligence or
willful misconduct. Seller and Purchaser, jointly and severally, shall
indemnify, defend and hold harmless Escrowee from and against any and all
losses, liabilities, costs, claims, damages or expenses (including, without
limitation, reasonable attorneys' fees and costs) which may be incurred or
suffered by Escrowee in connection with the performance of Escrowee's duties
hereunder, excepting Escrowee's gross negligence or willful misconduct. As
between Seller and Purchaser, the party responsible for the acts or omissions
giving rise to the foregoing indemnity obligation, shall be liable to the other
party for contribution or reimbursement.

     SECTION 3.  CLOSING.
                 -------

     3.1. (a) The closing of the transaction contemplated by this Agreement (the
"Closing") shall occur on November 30, 1999 (the "Scheduled Closing Date"), or
on such earlier date as Purchaser and Seller shall mutually agree upon, subject
to adjournment as hereafter provided; provided, however, notwithstanding any
provision of this Agreement to the contrary, in no event shall the Closing be
adjourned under any provision of this Agreement to a date later than January 31,
2000. The Closing shall occur at the offices of Seller's attorney, Gibson, Dunn
& Crutcher, LLP, at 200 Park Avenue, New York, New York 10166 at 10:00 a.m. on
the Scheduled Closing Date or at such other time or place as shall be agreed
upon by the parties. The date on which the Closing shall actually occur is
referred to herein as the "Closing Date".

          (b) In addition to Seller's rights to adjourn the Closing set forth
elsewhere in this Agreement, each party hereto shall have the one-time right to
adjourn the Scheduled Closing Date (as theretofore adjourned) for up to seven
(7) days in the aggregate.

          (c) Provided that Seller has delivered to New York Life Insurance
Company ("New York Life") the letter with the same substance as the form
attached hereto as Schedule 6 on or before October 22, 1999, Seller shall have
the right to postpone the Closing Date up to the date (the "60-Day Date") that
is 60 days after the delivery to New York Life of such letter, if so required by
New York Life, provided that the Closing Date shall not be extended beyond the
60-Day Date as a result of this Section 3.1(c).

     SECTION 4. TERMINATION OPTION.
                ------------------

     4.1. For the purposes of this Agreement, the term "Termination Option"
shall mean the termination of this Agreement by Purchaser pursuant to any
express right of termination granted to Purchaser herein, which Termination
Option shall be exercised by the giving of a written notice of termination from
Purchaser to Escrowee as provided in the applicable provisions of this
Agreement. Upon the proper exercise of the Termination Option by Purchaser,
Purchaser shall be entitled to the Escrow Funds, subject to the provisions of
Section 2.3 and Section 8.2 hereof, and this Agreement shall be deemed
terminated automatically and of no further force or effect and neither party
hereto shall have any further rights or obligations hereunder, without the
necessity for any further notice, instrument or document or action by or between
either of the parties; provided, however, that the indemnities contained in
Section 8.2 and Section 15 hereof shall survive any such termination, together
with all other indemnities, representations, warranties and obligations which
are specifically provided herein to survive any such termination, in each case
for a period of 9 months from the date of termination.

     SECTION 5. TITLE EXCEPTIONS.
                ----------------

     5.1. At the Closing, provided that neither Purchaser nor Seller has
terminated this Agreement pursuant to the terms hereof, Seller shall transfer
title to the Premises to Purchaser pursuant to the Deed (as hereinafter
defined), subject only to the following (the "Permitted Exceptions"): (a) the
list of items designated in the pro forma title policy issued by Commonwealth
Land Title Insurance Company ("Commonwealth") which are set forth on Exhibit "B"
annexed hereto and made a part hereof (provided that the actual title policy may
be issued by Commonwealth, First American Title Insurance Company, or Chicago
Title Insurance Company) [collectively, the "Title Insurer"]; (b) the
Violations, if any, referred to in Section 9 hereof; and (c) all leases and
tenancies (as tenants only) affecting the Premises described on Exhibit "C"
annexed hereto and made a part hereof.

     5.2. Seller shall, on or prior to the Closing, pay, discharge or remove of
record or cause to be paid, discharged or removed of record, at Seller's
expense, all of the following items: (a) the items listed in the letter (the
"Title Letter") addressed to Seller from Title Insurer set forth on Exhibit
"B-1; (b) any encumbrances ("Voluntary Liens") which Seller has granted,
suffered or allowed to be placed upon the Premises, including without limitation
mechanics' liens and federal, state and municipal tax liens against the Seller
which are other than Permitted Exceptions (other than those permitted to be
created by tenants under their leases); provided, however, that a lien or
encumbrance created by a tenant that is not permitted under its respective lease
shall not be deemed a Voluntary Lien; and (c) any other encumbrances
("Non-Voluntary Liens") placed on the Premises which are not (I) Voluntary Liens
or (II) Permitted Exceptions or (III) items listed in the letter referred to in
Section 5.2(a); provided that Seller shall not be obligated to spend more than
the aggregate amount of $250,000.00 to omit or satisfy or discharge (or provide
a credit for the funds necessary to accomplish the same) Non-Voluntary Liens.
Without limiting the foregoing, Seller shall use its best efforts to cause the
holder of any mortgages encumbering the Premises to assign said mortgages to
Purchaser's designee or Lender without charge to Purchaser, provided that Seller
shall not be required to incur any costs, fees or expenses nor to commence any
proceedings or litigation in connection therewith, and in no event shall
delivery of such assignment(s) constitute a condition to the Closing.

     5.3. Notwithstanding any provision contained herein to the contrary, no
defect or exception to title shall be deemed a failure of Seller's obligations
entitling Purchaser to exercise the Termination Option which Seller shall, at
its discretion, (a) elect to cure by notice to Purchaser, and which shall have
been cured at or before the Closing or (b) cause the Title Insurer to omit from
the final title insurance policy. Seller shall have no obligation to expend any
funds or otherwise to cure any title defects, except in each case as set forth
in Section 5.2.

     SECTION 6. FAILURE OF SELLER OR PURCHASER TO PERFORM.
                -----------------------------------------

     6.1. (a) If Seller shall be unable to convey title to the Premises to
Purchaser in accordance with this Agreement for reasons other than default by
Seller under this Agreement, then, in such event, as its sole and exclusive
remedies hereunder, Purchaser shall be entitled either (i) to accept such title
as Seller is able to convey, without any credit, reduction, adjustment or
abatement in, to or of the Purchase Price (except as otherwise provided for
specifically herein), or (ii) to terminate this Agreement by exercise of the
Termination Option on or before the Closing Date, it being the intention of the
parties that Purchaser hereby knowingly and with the advice of counsel waives
and relinquishes any and all other rights and remedies at law or in equity,
including, but not limited to, damages or specific performance.

          (b) If Seller shall default in the performance of its obligations
hereunder, subject to Seller's rights to cure such default as provided in this
Agreement (it being understood and agreed that such right to cure shall not
extend past January 31, 2000 as set forth in Section 3.1(a) hereof), then in
such event, as the sole and exclusive remedies of Purchaser hereunder (other
than the remedies of Section 6.1(a)(i), which shall remain available to
Purchaser), Purchaser shall be entitled either (i) to terminate this Agreement
by exercise of the Termination Option on or before the Closing Date, or (ii) to
bring an action for specific performance of the terms of this Agreement for
conveyance of the Premises in accordance with the terms of this Agreement, it
being the intention of the parties that Purchaser knowingly and with the advice
of counsel hereby waives and relinquishes any and all other rights and remedies
at law or in equity, including, without limitation, any claim for damages.
Notwithstanding the foregoing, the indemnity of Seller contained in Section 15
hereof shall survive any termination of this Agreement pursuant to Sections
6.1(a) and 6.1(b) for a period of nine (9) months from the date of the Closing.

     6.2. Provided that Purchaser is obligated to close hereunder and Seller is
ready, willing and able to consummate the transactions contemplated hereby, if
Purchaser shall materially default in the performance of any of its obligations
hereunder, then, in such event, as its sole and exclusive remedy hereunder,
Seller shall be entitled to terminate this Agreement and retain the Escrow Funds
as liquidated and agreed damages for Purchaser's default (excluding all
indemnities of Purchaser herein, for which the Escrow Funds may be subject to
Seller's claims for actual Losses as provided herein), it being agreed by the
parties, each knowingly and with the advice of separate counsel, that it would
be difficult to calculate precisely Seller's actual damages in the event of such
a default by Purchaser and that the liquidated damages set forth herein
represent a fair and reasonable estimate by Seller and Purchaser of the damages
(direct, indirect and consequential) which would be suffered by Seller as a
result of Purchaser's default hereunder (excluding Purchaser's indemnities as
aforesaid). If Seller shall elect to terminate this Agreement pursuant to this
Section 6.2, then, in such event, upon Seller's receipt of the Escrow Funds,
this Agreement shall terminate automatically and be of no further force or
effect and neither party hereto shall have any further rights or obligations
hereunder or thereunder without the necessity for any further notice,
instrument, document or action by or between any of the parties; provided,
however, that the indemnities contained in Section 8.2 and Section 15 hereof and
all other indemnities of Purchaser provided in this Agreement shall survive any
such termination for a period of nine (9) months from the date of the Closing
and shall be separately and additionally enforceable and/or recoverable by the
non-indemnifying party.

     SECTION 7. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.
                ------------------------------------------------------

     7.1. Seller hereby represents and warrants to Purchaser as follows as of
the date hereof:

          (a) Seller is a valid and existing joint venture which is treated as a
general partnership under the laws of the State of New York.

          (b) Seller has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement on its part to be
performed, has duly authorized the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby on its part to be
performed, and has duly executed and delivered this Agreement, and all of the
obligations of Seller hereunder constitute and, upon the execution and delivery
by Seller of the other documents and instruments to be executed and delivered by
Seller pursuant hereto, all obligations of Seller thereunder will constitute the
legal, valid and binding obligations of Seller, enforceable against it in
accordance with their respective terms subject to: (i) the effect of any
bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws
affecting the enforcement of creditors' rights generally (including without
limitation, the effect of statutory or other laws regarding fraudulent transfers
or preferential transfers), (ii) general principles of equity, including without
limitation, standards of due process, materiality, good faith, reasonableness
and fair dealing, and (iii) the extent to which any provisions may be deemed
unenforceable as contrary to public policy.

          (c) The execution, delivery and performance of this Agreement, and all
other agreements, documents and instruments to be executed by Seller pursuant to
this Agreement, when duly executed and delivered by Seller, will each constitute
the binding obligation of Seller; and such execution and consummation of the
transaction contemplated hereby does not (i) breach or violate any
organizational documents of Seller, (ii) to Seller's knowledge, conflict with or
violate or result in a breach of any of the provisions of, or constitute a
default under, any agreement or instrument to which Seller is a party or by
which it or any of its property is bound, (iii) conflict with or violate any
judgment, order, writ, injunction or decree binding on Seller or any of its
property or (iv) to Seller's knowledge (without inquiry), conflict with or
violate any law, rule, regulation or ordinance applicable to Seller or any of
its property.

          (d) No approval, authorization, order, license or consent of, or
registration or filing with, any governmental authority or regulatory body is
required in connection with the execution and delivery by Seller of this
Agreement and the consummation by Seller of the transactions contemplated
hereby, other than filing and paying New York State and New York City transfer
tax returns and taxes, respectively.

          (e) Seller is solvent and has not filed, nor has there been filed
against it, nor do grounds exist for the filing of, any voluntary or involuntary
petition in bankruptcy or insolvency and no receiver or trustee or similar
custodian has been appointed with respect to any of Seller's property, and
Seller has not received written notice from any bankruptcy court that any
partner of Seller is subject to any voluntary or involuntary bankruptcy or
insolvency proceeding.

          (f) To Seller's knowledge, except for the Leases, true and complete
copies of which have, to Seller's knowledge, been delivered to Purchaser, there
are no leases, tenancies, rental agreements, occupancy rights or possessory
rights, and to Seller's knowledge, there are no subtenancies which Seller has
consented to in writing (other than with respect to Suite 1802), in each case
affecting any portion of the Premises as of the date hereof. Suite 2305 is
leased to Myron A. Minskoff, Inc. pursuant to the lease ("Minskoff Lease"), an
executed copy of which is annexed hereto as Exhibit "D" and made a part hereof
With respect to the Leases, to Seller's knowledge, except as set forth on
Exhibit "E" annexed hereto and made a part hereof: (i) all of the Leases are in
full force and effect and none of the Leases has been modified, amended or
extended; (ii) there are no pending summary proceedings for the eviction of any
tenant under the Leases, there are no pending proceedings or pending written
claims by any tenant against Seller for offsets against rent or additional rent
or for damages or other redress, and no tenant has delivered written notice to
Seller that such tenant is disputing (x) the amount of additional rent or
escalation payments due pursuant to such tenant's Lease or (y) the commencement
date or the rent commencement date under its Lease which dispute remains
unresolved; (iii) Seller has not received any written notice from any tenant
claiming that Seller is in default of any of its obligations under any Lease,
which default has not been cured; (iv) Seller has not sent any written notice,
except as set forth on Exhibit "E", to any tenant claiming that such tenant is
in default of any of its obligations under any Lease, which default remains
uncured; (v) except as set forth on Exhibit "E" there are no delinquencies in
any rental payments due under any of the Leases; (vi) Exhibit "F" attached
hereto constitutes a true, correct and complete list of the security deposits
held by Seller with respect to the Leases (the "Security Deposits"), and the
bank(s) and account number(s) where such security deposits are maintained and,
in the case of each Letter of Credit, the current expiration date thereof; (vii)
no renewal or extension options have been granted to any tenant other than those
set forth in the Leases; (viii) no tenant or other person has the option to
purchase the Premises or a right of first offer or refusal to do so; (ix) no
brokerage commission or other similar compensation is now or hereafter will
become due or payable with respect to or on account of any of the Leases other
than (A) the brokerage commissions set forth on Exhibit "I" and (B) any such
amounts which may become due and payable as a result of the exercise of any
expansion or renewal option following the date hereof or as set forth in the
Mendik Management Agreement attached hereto as Exhibit "I"; (xi) no tenant has
delivered written notice of its termination of its Lease (or the surrender of
any space demised thereunder) or of its intention to so terminate its Lease or
surrender any space; (xii) except for collateral assignments of leases and rents
given to any existing mortgage holder of the Property (which Seller will use its
best efforts, subject to the limitations of Section 5.2 hereof, to cause to be
assigned to Purchaser at Closing or, if not so assigned, which Seller will cause
to be released of record), Seller has not given any other assignment, pledge or
encumbrance of its interest in the Leases or the rents payable thereunder;
(xiii) all tenant work, free rent and any other tenant inducement obligations
under the Leases have been satisfied by Seller, except as set forth on Exhibit
"G" attached hereto; (xiv) attached as Exhibit "E" is a copy of the rent roll
with respect to the Leases which is true, correct and complete; (xv) the dates
set forth on the attached "Exhibit "ZZ" as the "commencement date" and the "rent
commencement date" (to the extent Seller has such information) and the dates set
forth on the attached rent roll as the "expiration date" accurately reflect the
applicable tenant's commencement date, rent commencement date and expiration
date under its Lease; and (xvi) Seller has not received written notice of the
non-renewal of any Letter of Credit posted as a Security Deposit under the
Leases.

          (g) All furnishings, fixtures, machinery, equipment, supplies, tools
and other items of personal property owned by Seller and located at and used in
connection with the Premises as listed on Exhibit "H" annexed hereto and made a
part hereof, are free and clear of all security interests, conditional sales
agreements and title retention agreements other than those described on Exhibit
"H".

          (h) Seller is not a "foreign person" within the meaning of Section
1445 of the Internal Revenue Code, as amended.

          (i) To Seller's knowledge, Seller has not received written notice of
any condemnation or eminent domain proceeding pending or threatened, in writing,
against the Premises or any part thereof.

          (j) To Seller's knowledge, Exhibit "I" annexed hereto and made a part
hereof is a list of all written agreements affecting the Premises as of the date
hereof to which Seller is a party with respect to brokerage commissions,
finder's fees or real estate agent's fees for the execution of the Leases.

          (k) Except for the Service Contracts, and except for the Curtain Wall
Agreement and Sidewalk Bridge Agreement (the Curtain Wall Agreement and Sidewalk
Bridge Agreement are hereinafter collectively referred to as the "Exterior
Agreements"), true copies of which are annexed hereto as Exhibit "J", to
Seller's knowledge Seller is not a party to any written contracts (including,
without limitation, any architect's or engineering agreement) which remain to be
performed with respect to any improvements to the Premises, and the Service
Contracts, the Curtain Wall Agreement and the Sidewalk Bridge Agreement are in
full force and effect, without written notice of default to or by any party.
Except as set forth in the next sentence, no additional amounts shall be payable
with respect to the Exterior Agreements. The work contemplated by the Exterior
Agreements is intended to be completed on or before the Closing, but if it is
not so completed, Seller shall at the Closing (i) use its best efforts (without
Seller being required to incur any fees, costs or expenses nor to commence any
proceeding or litigation in connection therewith), to deliver to Purchaser a
consent to the assignment of the Exterior Agreements to Purchaser from the other
parties to the Exterior Agreements (it being agreed that in no event shall
delivery of such consent constitute a condition to Closing), and in the event of
such consent, (ii) assign the Exterior Agreements to Purchaser and the same
shall be assumed by Purchaser by inclusion in Exhibit "R" annexed hereto and
made a part hereof, and (iii) Seller shall give Purchaser a credit against the
Purchase Price for the balance of the stated cost of completion. If consent to
such assignment shall not be obtained, Seller agrees at Purchaser's request and
at Purchaser's expense, to enforce any applicable provision of the Exterior
Agreements after the Closing for the benefit of Purchaser. The preceding
sentence shall survive the Closing. Attached hereto as Schedule 3 is a consent
to the transfer of the warranties under the Curtain Wall Agreement, which is
approved by Purchaser, and which warranties shall in all events be assigned to
Purchaser at Closing by inclusion in Exhibit "R" attached hereto.

          (l) To Seller's knowledge, there is no litigation, claim, action or
proceeding pending or threatened against Seller or the Premises, that, if
determined adversely to Seller, would result in any material adverse change in
the business, operation, affairs or condition of the Premises, in any case which
is uninsured or would materially and adversely affect the enforceability of this
Agreement or any other document or instrument executed or to be executed in
connection herewith or the ability of Seller to perform its obligations
hereunder or consummate the transactions contemplated hereby. No written
material dispute currently exists under the Exterior Agreements or any of the
Service Contracts to Seller's knowledge. To Seller's knowledge, Exhibit "K"
annexed hereto and made a part hereof, sets forth all litigation, claims,
actions or proceedings currently affecting Seller or the Premises (including,
without limitation, litigation with building employees and tenants).

          (m) To Seller's knowledge, except as disclosed on Exhibit "L" hereto,
(i) Seller has not received any written notice, demand, letter, claim or request
for information regarding the presence of Hazardous Substances or liability
under any Environmental Law with respect to the Premises; and (ii) Seller has
not received any written notice (the subject of which has not been fully cured)
that the Premises is currently subject to any orders, decrees, injunctions or
any other proceedings or requirements imposed by any governmental authority or
third party pursuant to any Environmental Law.

          (n) To Seller's knowledge, the insurance policies maintained by Seller
covering the Premises have limits of coverage, deductible amounts and expiration
dates (and such insurance policies are in full force and effect) sufficient to
cover Seller's financial obligations to restore the Premises or credit Purchaser
pursuant to Section 10.

          (o) To Seller's knowledge: Subject to the provisions of Section 14.4,
Exhibit "M" is a true correct and complete list of all employees at the Building
and their wages, and a list of all employment, union or other similar agreements
or any pension, profit-sharing, insurance or other employee benefit plans to
which Seller is a party and relating to the Premises or the employees; and
Seller has not received any written notice claiming a default by Seller under
any of the aforementioned employee agreements.

          (p) To Seller's knowledge, Exhibit "N" sets forth a true, correct and
complete list of all pending tax certiorari proceedings, the name of the counsel
representing Seller with respect thereto and the status of such proceedings.

          (q) To Seller's knowledge, Seller has not received written notice of
any insolvency or bankruptcy proceeding involving any tenant, licensee or
occupant (or guarantor of the same) under any Lease.

As used in this Agreement, the words "to Seller's knowledge" or words of
similar import shall be deemed to mean, and shall be limited to, the actual (as
distinguished from implied, imputed or constructive) knowledge of any one or
more of (1) Jean Minskoff Grant, (2) Robb Aley Allan, (3) Steven Scott
Kirkpatrick of United States Trust Company of New York, Co-Executor of the
Estate of Jerome Minskoff and (4) Patricia Minskoff , Co-Executor of the Estate
of Jerome Minskoff (collectively, "Seller's Knowledge Persons"), which with
respect to 1-4 above includes (i) making inquiry of Mendik Management Company,
Inc., the current manager of the Building, and (ii) making general inquiry of
Myron A. Minskoff and Marjorie Minskoff Schleifer as to such persons' knowledge
of any matters which materially and adversely affect Seller's warranties and
representations, but (iii) without Seller's Knowledge Persons or any of them
having any obligation to make any other independent inquiry or investigation.

     7.2. Except as set forth in Section 7.1 hereof or in other express
provisions of this Agreement, Seller makes no representation, warranty or
covenant of any kind with respect to: the Premises; any environmental conditions
at, or with respect to, the Premises; the compliance or non-compliance of the
Premises or any tenant-occupied space with the provisions of any applicable
local, municipal, state or federal statute, law, ordinance, rule or regulation
(including administrative rules and regulations), including without limitation
the zoning regulations or other governmental requirements applicable to, or with
respect to, the Premises or the Americans With Disabilities Act ("ADA"); the
site or physical conditions applicable to, or with respect to, the Premises; the
Leases; or any other matters whatsoever affecting the title, use, enjoyment,
occupancy, operation, management, leasing, or condition to, of or with respect
to the Premises or any part thereof.

     7.3. Purchaser hereby represents and warrants to Seller as follows:

          (a) Purchaser is a limited partnership duly organized, validly
existing and in good standing under the laws of Delaware.

          (b) Purchaser has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement on its part to be
performed, has duly authorized the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby on its part to be
performed, and has duly executed and delivered this Agreement, and all of the
obligations of Purchaser hereunder constitute and, upon the execution and
delivery by Purchaser of the other documents and instruments to be executed and
delivered by Purchaser pursuant hereto, all obligations of Purchaser thereunder
will constitute the legal, valid and binding obligations of Purchaser,
enforceable against it in accordance with their respective terms subject to (i)
the effect of any bankruptcy, insolvency, reorganization, moratorium,
arrangement or similar laws affecting the enforcement of creditors' rights
generally (including without limitation, the effect of statutory or other laws
regarding fraudulent transfers or preferential transfers), (ii) general
principals of equity, including without limitation, standards of due process,
materiality, good faith, reasonableness and fair dealing, and (iii) the extent
to which any provisions hereof may be deemed unenforceable as contrary to public
policy.

          (c) The execution, delivery and performance of this Agreement, and
all other agreements, documents and instruments to be executed by Purchaser
pursuant to this Agreement, when duly executed and delivered by Purchaser,
will each constitute the binding obligation of Purchaser, and such execution
and consummation of the transaction contemplated hereby does not (i)
contravene the operating or partnership agreement of Purchaser or breach or
violate any organizational documents of Purchaser, (ii) to Purchaser's
knowledge, conflict with or violate or result in a breach of any of the
provisions of, or constitute a default under, any agreement or instrument to
which Purchaser is a party or by which it or any of its property is bound,
(iii) conflict with or violate any judgment, order, writ, injunction or decree
binding on Purchaser or any of its property or (iv) to Purchaser's knowledge
(without inquiry), conflict with or violate any law, rule, regulation or
ordinance applicable to Purchaser or any of its property.

          (d) As of the Closing Date, Purchaser shall have inspected the
Premises and, as a result of such inspection, shall be fully familiar with the
access to and from the Premises, the present physical and financial condition
of the Premises and the present state of repair of the Premises. Subject to
the provisions of this Agreement, at the Closing, Purchaser shall accept the
Premises "AS IS", "WHERE IS" and "WITH ALL FAULTS" (whether latent, patent or
detectable or not) on the Closing Date, without any reduction in the Purchase
Price for any change in the physical or financial condition occurring from and
after the date hereof Purchaser acknowledges and agrees that (i) except as
otherwise specifically set forth in this Agreement, neither Seller nor any of
its direct or indirect principals, members, joint venturers, partners or
affiliates, nor its or their employees, agents, brokers and representatives
(collectively, "Seller and its Representatives") nor any other person, has
made any representation, warranty, promise or covenant, express or implied,
with respect to the Premises, the fitness, merchantability, suitability or
adequacy of the Premises for any particular purpose, any environmental
condition at or with respect to the Premises, the compliance or non-compliance
of the Premises or any tenant-occupied space under the provisions of the ADA,
the site or physical conditions applicable to or with respect to the Premises,
the zoning regulations or other governmental requirements applicable to or
with respect to the Premises, the Leases, or any other matters whatsoever
affecting the title, use, enjoyment, occupancy, operation, management,
leasing, ownership or condition to, of or with respect to the Premises, or any
part thereof, and (ii) neither Seller nor any of its Representatives nor any
other person will have, or be subject to, any liability to Purchaser or any
other person resulting from the distribution to Purchaser, or Purchaser's use
of, any information pertaining to the Premises which is not specifically set
forth in this Agreement. Without limiting the generality of the foregoing,
Purchaser further acknowledges and agrees that, except as otherwise
specifically set forth in Section 7.1(m) hereof (subject to the limitations of
Sections 7.5 and 19.10), no representation, warranty, covenant or indemnity
has been made or will be given to Purchaser or any other person in respect of
any environmental liability with respect to any dangerous, toxic or hazardous
wastes, materials, pollutants or substances ("Hazardous Materials"), as such
terms are defined in federal, state and local environmental laws and
regulations, including, without limitation, the United States Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
(collectively, "Environmental Laws"). Purchaser also acknowledges and agrees
that, except as otherwise specifically set forth in Section 7.1(m) hereof
(subject to the limitations of Section 7.5 and Section 19.10), in no event
whatsoever shall Seller or its Representatives have any liability to
Purchaser, or otherwise, with respect to Hazardous Materials affecting the
Premises or Environmental Laws. Purchaser also represents that, at the
Closing, Purchaser will have had sufficient opportunity to conduct such
investigations of and with respect to the Premises as it has deemed necessary
and advisable. Purchaser's representations, warranties, acknowledgments and
agreements set forth in this Section 7.3(d) shall survive the Closing.

          (e) No approval, authorization, order, license or consent of, or
registration or filing with, any governmental authority or regulatory body is
required in connection with the execution and delivery by Purchaser of this
Agreement or the consummation by Purchaser of the transactions contemplated
hereby.

          (f) There is no litigation, claim or proceeding pending or, to
Purchaser's knowledge, threatened in writing against Purchaser in any court or
before any governmental agency or instrumentality that, if determined
adversely to Purchaser, would materially and adversely affect the
enforceability of this Agreement or any other document or instrument executed
or to be executed in connection herewith or the ability of Purchaser to
perform its obligations hereunder or consummate the transactions contemplated
hereby.

          (g) Purchaser is solvent and has not filed, nor has there been filed
against it, nor do grounds exist for the filing of, any voluntary or
involuntary petition in bankruptcy or insolvency and no receiver or trustee or
similar custodian has been appointed with respect to its property or any
material portion thereof.

          (h) As of the date hereof, Purchaser has available to it sufficient
funds with which to pay the Purchase Price and to meet its other financial
obligations to Seller under this Agreement. The obligations of Purchaser
hereunder are not subject to any contingency for the benefit of Purchaser
regarding the availability of financing (whether secured or unsecured) to
provide funds to Purchaser to consummate the transactions contemplated hereby.

          (i) Except as specifically set forth in this Agreement, Purchaser
has not been induced by, and has not relied upon, any representation,
warranty, promise or statement made by Seller or any of its Representatives.
Purchaser's representations set forth in this Section 7.3(i) shall survive the
Closing.

     7.4. If at or before the Closing Purchaser becomes aware that any
representation made by Seller in this Section 7 is materially inaccurate,
Purchaser shall promptly send written notice thereof to Seller. In such event,
prior to or at the Closing, at Seller's option the Closing shall be adjourned
for five (5) business days, during which time Seller shall have the right to
give notice to Purchaser ("Seller's Section 7 Cure Notice") that it elects to
take such action as is necessary to cause such representation to be true
("Section 7 Cure") within thirty (30) days following Seller's Section 7 Cure
Notice ("Section 7 Cure Period") (it being understood that Seller shall have
no obligation to do so), and in such event the Closing shall be adjourned for
up to "an additional thirty (30) days (or any shorter period which Seller may
specify in Seller's Section 7 Cure Notice). If Seller does not timely give a
Seller's Section 7 Cure Notice, or effect such Section 7 Cure within such
30-day period, Purchaser shall either (x) terminate this Agreement by exercise
of its Termination Option on or before the Closing Date or (y) waive (or be
deemed to waive) objection to such misrepresentation and close this
transaction without (i) abatement of the Purchase Price, (ii) credit or
allowance of any kind or (iii) any claim or right of action against Seller for
damages or otherwise in connection therewith. As used in this Agreement, the
words "to Purchaser's knowledge" or words of similar import shall be deemed to
mean, and shall be limited to, the actual (as distinguished from implied,
imputed or constructive) knowledge of any one or more of Philip M. Waterman
III, Richard Conniff and Jason Barnett.

     7.5. Seller's representations and warranties set forth in this Section 7
shall survive the Closing for a period of nine (9) months following the Closing;
provided, however, that any claim that there has been a breach of such
representations and warranties ("Seller's Breach") shall be deemed forever
waived by Purchaser if (a) such breach is actually known to Purchaser on or
before the Closing and not disclosed to Seller in writing (subject to Section
7.4), and (b) if such breach is not actually known by Purchaser on or before the
Closing and a claim is not made in writing by Purchaser within nine (9) months
following the Closing Date. In no event shall Purchaser have any right or claim
to rescind the purchase of the Premises after the Closing by reason of any
Seller's Breach, but Purchaser shall be limited solely to recover damages
(excluding punitive or consequential damages), which shall be paid solely from
the Representations and Warranties Holdback (as hereinafter defined).

     7.6. Holdback for Survival of Seller's Representations, Warranties and
          -----------------------------------------------------------------
Indemnities.
-----------

          (a) At the Closing, Purchaser shall deliver the sum of TWO MILLION
FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) (the "Representations and
Warranties Holdback") to Warranties Holdback Escrowee (as hereafter defined), by
wire transfer, in immediately available funds to Citibank, 120 Broadway, New
York, NY, 10043, ABA #021000089, Attention: Rose DiGiorgio, Private Banking
Division, For the Account of Fried, Frank, Harris, Shriver & Jacobson, Account
Number: 37029464, Reference: Reckson Warranties Holdback, on account of the
balance of the Purchase Price which, subject to the terms and conditions set
forth in this Section 7.6, is to be delivered not later than nine (9) months
after the Closing, except for the Remy Amerique Commission Funds (as defined
herein), which, subject to the terms and conditions set forth herein, is to be
paid to Seller, not later than December 31, 2000 (together with all interest as
provided below). The Representations and Warranties Holdback shall be held by
Warranties Holdback Escrowee to secure the payment of the Surviving Warranties
(as hereinafter defined). "Surviving Warranties" means (i) any breach of the
representations, warranties, covenants and indemnities of Seller contained in
Section 7 (provided, however, in no event shall any claim be asserted under this
Paragraph 7.6 with respect to any physical matter or physical condition of or
relating to the Premises), Section 14.1, Section 14.2(a), Section 15 and
Exhibits "Q" and "R" annexed hereto and made a part hereof which expressly
survive the Closing, (ii) the payment by Seller of one half (1/2) of that
certain brokerage commission (the "Remy Amerique Commission"), which is payable
to Braun Associates LLC (the "Broker") in connection with that certain First
Amendment to Lease (the "Remy Amerique Expansion Agreement"), dated as of
September 1999, between Seller, as Landlord and Remy Cointreau Amerique, Inc.,
as tenant (the "Remy Amerique Tenant"), such one-half (1/2) commission being in
the amount of Nine Thousand Two Hundred Twenty Six Dollars and 72/00 ($9,226.72)
(the "Remy Amerique Commission Funds"), but only if, as and when such Remy
Amerique Commission becomes payable to Broker by reason of the failure by the
Remy Amerique Tenant to exercise, on or before November 30, 2000 (the "Remy
Payment Date"), (ii) the Remy Amerique Tenant's right to cancel its lease at the
Building as set forth in such lease as of the date of this Agreement (the "Remy
Cancellation Right"), and (iii) any adjustments due to Purchaser after Closing
pursuant to Section 13 hereof (all of the items described in clauses (i) through
(iii) are collectively, the "Surviving Warranties"), and which Surviving
Warranties result in an aggregate amount of damages or other amounts payable to
Purchaser in excess of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the
"Warranties Holdback Deductible"), provided, however, that the payment of the
Remy Amerique Commission in accordance with the further terms and conditions of
this Section 7.6 shall not be subject to the Warranties Holdback Deductible. As
used in this Section 7.6, the term Warranties Holdback Escrowee shall mean and
refer to Fried, Frank, Harris, Shriver & Jacobson.

          (b) Warranties Holdback Escrowee shall hold the Representations and
Warranties Holdback funds (the "Warranties Holdback Funds") in escrow in any
"Permitted Investment" (as hereinafter defined) designated by Seller in writing
from time to time, or, if Seller does not designate a Permitted Investment, in
an interest-bearing account in a New York Clearing House Bank or in some other
Permitted Investment agreed to in writing by the Seller and Purchaser and
acceptable to Warranties Holdback Escrowee (the "Warranties Holdback Account")
until the Warranties Holdback Termination Date (as hereinafter defined), and
shall pay over or apply the Warranties Holdback Funds in accordance with the
further provisions of this Section 7.6; provided, however, that Purchaser agrees
that any and all interest earned on the Warranties Holdback Funds shall be paid
to the Seller at the Warranties Holdback Termination Date and that Purchaser
shall not be entitled to make any claim for or against such interest in
connection with a breach by Seller of any of the Surviving Warranties or
otherwise. If Seller receives such interest, Seller shall pay all income taxes
owed in connection therewith. The employer identification number of Seller set
forth on the signature page hereof. Warranties Holdback Escrowee shall not be
liable to Purchaser or Seller for any loss occasioned by any deposit of the
Warranties Holdback Funds made in accordance with this Section 7.6(b). The term
"Permitted Investment" shall mean any of the following: (i) Institutional
Service Shares of Federated New York Municipal Cash Trust or other New York
triple tax-free money market funds of comparable quality, (ii) short-term New
York triple tax-free investments rated not less than A-1 by Standard & Poor's
Ratings Services or P-1 by Moody's Investors Service, Inc., or (iii) short-term
United States Treasury Bills or other obligations of or guaranteed by the United
States government.

          (c) Subject to, and following in compliance with, the provisions of
Section 7.6(d) hereof, Warranties Holdback Escrowee shall deliver to Purchaser
the Warranties Holdback Funds (excluding interest thereon) only to the extent
that the amount of damages or other amounts due to Purchaser as provided
hereunder and as set forth in all Purchaser's Warranties Demands (as hereinafter
defined) exceed the Warranties Holdback Deductible, at the expiration of ten
(10) business days following Warranties Holdback Escrowee's receipt of
Purchaser's written demand ("Purchaser's Warranties Demand") therefor from
Purchaser or Purchaser's attorneys stating in reasonable detail that Seller has
breached any of the Surviving Warranties and/or otherwise owes money to
Purchaser in connection with the Remy Amerique Commission (and, in the case of
the Remy Amerique Tenant, stating that the Remy Amerique, Tenant has not timely
exercised the Remy Cancellation Right) and/or pursuant to the Surviving
Warranties after the Closing, in accordance with Section 13 hereof (but neither
the inclusion of, or reference to, nor any payment in connection with Section 13
hereof, shall extend the Warranties Holdback Termination Date), and specifying
the amount Purchaser is entitled to as a result thereof in reasonable detail,
and Warranties Holdback Escrowee shall deliver all accrued interest with respect
to the funds, so disbursed to Seller. Simultaneously with Purchaser's delivery
of Purchaser's Warranties Demand to Warranties Holdback Escrowee, Purchaser
shall deliver a copy of Purchaser's Warranties Demand to Seller.

          (d) Subject to the provisions of Section 7.6(f) and Section 7.6(g)
hereof, if Warranties Holdback Escrowee receives Purchaser's Warranties Demand
pursuant to and in accordance with Section 7.6(c) hereof, then, in such event,
prior to releasing any Warranties Holdback Funds, Warranties Holdback Escrowee
shall deliver a copy of Purchaser's Warranties Demand to the Seller within five
(5) business days after receipt thereof by Warranties Holdback Escrowee. If
Warranties Holdback Escrowee shall not have received a written objection by
Seller or Seller's attorneys to the proposed payment by the close of business on
the tenth (10th) business day following the date of Purchaser's Warranties
Demand, then, in such event, Warranties Holdback Escrowee is hereby authorized
and directed to make the payment set forth in such Purchaser's Warranties Demand
in excess of the Holdback Deductible on or after the eleventh (11th) business
day following the date of such Purchaser's Warranties Demand. If Warranties
Holdback Escrowee shall have received a written objection from either party or
their attorneys before such payment, then, in such event, Warranties Holdback
Escrowee shall continue to hold the Warranties Holdback Funds until otherwise
directed by written instructions from both of the parties hereto or by a final
unappealable judgment of a court of competent jurisdiction; provided, however,
that Warranties Holdback Escrowee shall have the right, at any time, to deposit
the Warranties Holdback Funds with any court of competent jurisdiction and
thereby be relieved and discharged of any further obligations or liability under
this Agreement. Warranties Holdback Escrowee shall give written notice of any
such deposit to Seller and Purchaser. Warranties Holdback Escrowee shall be
entitled to rely upon the authenticity of any signature and/or the validity of
any writing received by Warranties Holdback Escrowee pursuant to, or otherwise
relating to, this Agreement. Any writing signed by any two (2) of the "parties
of the first part" of Seller, on behalf of Seller, shall be sufficient to bind
Seller, and Escrowee shall be entitled to rely thereon. The "parties of the
first part" of Seller are Marjorie Minskoff Schleifer (whose official successor
as such party of the first part is Jean Minskoff Grant), Myron A. Minskoff
(whose official successor as such party of the first part is Sara Minskoff
Allan), and the Estate of Jerome Minskoff (whose co-executors are Patricia
Minskoff and United States Trust Company of New York).

          (e) The parties acknowledge and agree that (i) Warranties Holdback
Escrowee, in its capacity as the holder of the Warranties Holdback Funds
hereunder, is acting solely as a stakeholder at the parties' request and for
their convenience; (ii) although Warranties Holdback Escrowee, in its capacity
as attorney, acts as the attorney for Purchaser in connection with the
transactions contemplated herein, Warranties Holdback Escrowee shall not be
deemed to be the agent of either of the parties hereto as holder of the
Warranties Holdback Funds, (iii) any conflict of interest that may exist because
of Escrowee's representation of Purchaser hereunder as attorney is hereby
waived; (iv) Warranties Holdback Escrowee shall not be liable to either of the
parties hereto or to any third-party for any act or omission on its part as
Warranties Holdback Escrowee unless due to Warranties Holdback Escrowee's gross
negligence or willful misconduct and (v) Warranties Holdback Escrowee or any of
its members or employees shall be permitted to act as counsel for Purchaser in
any dispute or question as to the disbursement of the Warranties Holdback Funds
or any other matter arising under this Agreement. Seller and Purchaser, jointly
and severally, shall indemnify, defend and hold harmless Warranties Holdback
Escrowee from and against any and all losses, liabilities, costs, claims,
damages or expenses (including, without limitation, reasonable attorneys' fees
and costs) which may be incurred or suffered by Warranties Holdback Escrowee in
connection with the performance of Warranties Holdback Escrowee's duties
hereunder, excepting Warranties Holdback Escrowee's gross negligence or willful
misconduct. As between Seller and Purchaser, the party responsible for the acts
or omissions giving rise to the foregoing indemnity obligation, shall be liable
to the other party for contribution or reimbursement.

          (f) At such time (at or subsequent to the Closing) as Seller has
delivered to Purchaser (with copies to Warranties Holdback Escrowee)
Satisfactory Tenant Estoppels (as hereinafter defined) from tenants occupying at
least 80% of the net leasable space under lease at the Premises as of the date
hereof (excluding the space leased by Chase, Suite 1802 and the space leased
pursuant to the Minskoff Lease but including Hearst, MGM and MTA), Seller shall
be entitled to the immediate release and the Warranties Holdback Escrowee shall
pay to Seller, to the extent then held in escrow, the sum of FIVE HUNDRED
THOUSAND DOLLARS ($500,000.00) from the Warranties Holdback Funds (together with
interest thereon) less the amount by which all Warranties Demands previously
made by Purchaser (if any) exceed $250,000.00 (e.g., if Purchaser had made
several Warranties Demands the aggregate value of which is $500,000.00, only
$250,000 would be released to Seller). For purpose of clarification, Seller's
Estoppels do not count in computing the 80% threshold.

          (g) Except to the extent a Purchaser's Warranties Demand was delivered
in accordance with the terms hereof, and has not been resolved by the mutual
agreement in writing by Seller and Purchaser, and except for the Remy Amerique
Commission Funds (in the amount of Nine Thousand Two Hundred Twenty Six Dollars
and 72/00 ($9,226.72) which shall continue to be held by Warranties Holdback
Escrow Agent to secure payment of the Remy Amerique Commission until December
31, 2000 (the "Remy Amerique Termination Date"), at the expiration of nine (9)
months from the Closing ("Warranties Holdback Termination Date"), Warranties
Holdback Escrow Agent shall deliver all remaining Warranties Holdback Funds
[excluding the Remy Amerique Commission Funds, unless such funds have previously
been released in accordance with the terms hereof] (with all earned interest
thereon not previously disbursed to Seller) to Seller, less the amount by which
all Warranties Demands exceed $250,000.00. If at any time that the Remy Amerique
Funds would otherwise be payable to Purchaser, there shall not be sufficient
funds therefor in the Warranties Holdback Funds, Seller shall promptly pay the
same to Purchaser upon Purchaser's delivery of its demand and all other required
evidence as provided in subparagraph (c) above. Anything contained in this
Agreement to the contrary notwithstanding, Purchaser shall have no obligation to
pay to Seller the amount of any Warranties Holdback Funds that have been
disbursed to Purchaser in accordance with this Section 7.6 in respect of
Warranties Demands.

          (h) Purchaser agrees that to the extent Warranties Holdback Funds,
together with any earned interest thereon, are released (the "Released Funds")
to Seller in accordance with Section 7.6(f) or Section 7.6(g), Purchaser shall
not be entitled to make any claim for or against any of the Released Funds in
the possession of Seller or any Seller's Principal (as hereinafter defined) in
connection with a breach by Seller of any of the Surviving Warranties or
otherwise.

          (i) Anything contained in this Section 7.6 to the contrary
notwithstanding, if (A) on or before the Warranties Holdback Termination Date,
the Remy Amerique Tenant shall exercise the Remy Cancellation Right, then the
Remy Amerique Funds shall continue to be held by the Warranties Holdback
Escrowee as part of the Warranties Holdback Funds as if all references in this
Section 7.6 to the Remy Amerique Commission were omitted herefrom, (B) after the
Warranties Holdback Termination Date and on or before the Remy Payment Date, the
Remy Amerique Tenant shall exercise the Remy Cancellation Right, then the Remy
Amerique Funds shall be released to Seller (and Purchaser shall have no right to
object to such release to Seller), and (C) as of the Remy Payment Date, the Remy
Amerique Tenant shall have failed to exercise the Remy Cancellation Right, then
the Remy Amerique Funds shall be released to Purchaser (and Seller shall have no
right to object to such release to Purchaser).

          (j) The provisions of this Section 7.6 shall survive the Closing.

     7.7. Chase Holdback.
          --------------

          (a) At the Closing, Purchaser shall deliver from the proceeds of the
Purchase Price payable to Seller the sum of (i) the rent payable by The Chase
Manhattan Bank ("Chase") pursuant to that certain lease dated as of July 29,
1965 between Seller, as landlord, and Chase, as tenant (as same has been amended
from time to time, the "Chase Lease"), from the first day of the month following
the month in which the Closing occurs through July 31, 2000 as shown on Schedule
1 attached hereto and made a part hereof (each monthly installment shown on
Schedule 1 being referred to as "Chase Monthly Rent"), plus the amount of (ii)
THREE HUNDRED THOUSAND DOLLARS ($300,000.00) (collectively, the "Chase
Holdback") to Chase Holdback Escrowee by wire transfer in immediately available
funds to Citibank, 120 Broadway, New York, NY, 10043, ABA #021000089, Attention:
Rose DiGiorgio, Private Banking Division, For the Account of Fried, Frank,
Harris, Shriver & Jacobson, Account Number: 37029464, Reference: Reckson Chase
Holdback. The term Chase Holdback Escrowee in this Section 7.7 shall mean Fried,
Frank, Harris, Shriver & Jacobson.

          (b) At the Closing, separate and apart from the Chase Holdback,
Purchaser shall receive a credit against the Purchase Price equal to the
prorated portion of the Chase Monthly Rent for the period from and after the
Closing through the end of the month in which the Closing occurs. On the first
day of each month after the Closing, Chase Holdback Escrowee shall pay to
Purchaser from the Chase Holdback an amount equal to the Chase Monthly Rent for
such month, with the final sum of $300,000.00 (together with all interest or
other investment income earned on the Chase Holdback) payable to Purchaser on
July 31, 2000. Disbursement of the Chase Holdback funds (the "Chase Funds")
shall otherwise be automatic and unconditional. Seller hereby waives any right
to object to any such disbursement and the Chase Holdback Escrowee is hereby
authorized to disregard any objection of Seller with respect to the disbursement
of the Chase Funds. All payments by Chase Holdback Escrowee shall be accompanied
by Chase Holdback Escrowee's written notice thereof to both parties.

          (c) Chase Holdback Escrowee shall hold the Chase Funds in escrow for
investment in any Permitted Investment designated by Purchaser in writing from
time to time, or, if Purchaser has not designated a Permitted Investment, in an
interest-bearing account in a New York Clearing House Bank or in some other
investment acceptable to Chase Holdback Escrowee and Purchaser ("Chase Holdback
Account"), and shall pay over or apply the Chase Funds in accordance with the
provisions of this Section 7.7. The Purchaser shall pay all income taxes owed in
connection with all interest. The employer identification numbers of Seller and
Purchaser are set forth on the signature page hereof. Chase Holdback Escrowee
shall not be liable to Purchaser or Seller for any loss occasioned by any
deposit of the Chase Funds made in accordance with this Section 7.7(c).

          (d) The parties acknowledge and agree that (i) Chase Holdback
Escrowee, in its capacity as holder of the Chase Funds hereunder, is acting
solely as a stakeholder at the parties' request and for their convenience; and
(ii) although Chase Holdback Escrowee, in its capacity as attorney, acts as the
attorney for Purchaser in connection with the transactions contemplated herein,
Chase Holdback Escrowee shall not be deemed to be the agent of either of the
parties hereto as holder of the Chase Funds, (iii) any conflict of interest that
may exist because of Escrowee's representation of Purchaser hereunder as
attorney is hereby waived (iv) Chase Holdback Escrowee shall not be liable to
either of the parties hereto or to any third-party for any act or omission on
its part as Chase Holdback Escrowee unless due to Chase Holdback Escrowee's
gross negligence or willful misconduct; and (v) Chase Holdback Escrowee or any
of its members or employees shall be permitted to act as counsel for Purchaser
in any dispute or question as to the disbursement of the Chase Holdback Funds or
any other matter arising under this Agreement. Seller and Purchaser, jointly and
severally, shall indemnify, defend and hold harmless Chase Holdback Escrowee
from and against any and all losses, liabilities, costs, claims, damages or
expenses (including, without limitation, reasonable attorneys' fees and costs)
which may be incurred or suffered by Chase Holdback Escrowee in connection with
the performance of Chase Holdback Escrowee's duties hereunder, excepting Chase
Holdback Escrowee's gross negligence or willful misconduct. As between Seller
and Purchaser, the party responsible for the acts or omissions giving rise to
the foregoing indemnity obligation, shall be liable to the other party for
contribution or reimbursement.

          (e) Except for the proration of monthly rent for the month of the
Closing as provided in Section 7.7(b), there shall be no adjustment between
Seller and Purchaser for arrearages or any other matters with respect to the
Chase Lease. Except as hereinafter expressly set forth, Seller shall, at all
times prior to and after the Closing, have the sole management and control of
all aspects of the pending Chase litigation (Index No. 112750199, Supreme Court
of the State of New York, County of New York, and related proceedings),
including all arbitration proceedings and settlement negotiations, and all
appeals (collectively, "Chase Litigation"), and Purchaser shall cooperate with
Seller in connection therewith and, at Seller's request, shall participate in
Seller's settlement negotiations. From and after the Closing, Purchaser hereby
irrevocably designates and authorizes Seller, its successor and assigns and its
and their attorneys to continue, conduct and settle the Chase Litigation in
Seller's name, and/or Purchaser's name, place and stead (as the then owner of
the Premises and the successor to Landlord under the Chase Lease), as Seller
shall determine, and Purchaser irrevocably assigns and sets over to Seller, its
successors and assigns all right, title and interest in any and all rights,
remedies, privileges, rents (including all fixed, minimum, additional, operating
and tax escalation, and "pass-through" rent), issues, profits, security
deposits, proceeds, claims, actions, proceedings, awards, settlements and
recoveries whatsoever under or arising out of the Chase Lease and/or Chase
Litigation, with full power and authority to execute, acknowledge and deliver
any and all settlement agreements, stipulations, dismissals, releases, lease
terminations and surrenders and all other instruments and documents in
connection with the Chase Lease and Chase Litigation as Seller shall elect in
its sole and absolute discretion, and Purchaser shall join in any of the same at
Seller's request (so long as Purchaser shall incur no liability thereunder);
provided, however, any settlement or agreement with Chase which does not require
termination by Chase of occupancy of the entire premises under the Chase Lease
on or before July 31, 2000 shall require Purchaser's prior written consent.
Seller shall be responsible for all costs, fees and expenses of the Chase
Litigation, including any adverse judgments, except with respect to any acts or
omissions of Purchaser, its agents and representatives, and its and their
successors and assigns, from and after the Closing.

          (f) The provisions of this Section 7.7 shall survive the Closing.

     SECTION 8. INSPECTION OF THE PREMISES.
                --------------------------

     8.1. At all times prior to the Closing Date (unless this Agreement is
terminated prior to such date), upon reasonable notice to Seller or its
representatives (including without limitation, Cushman & Wakefield, Inc.
("C&W")), Purchaser and such agents and representatives of Purchaser
("Authorized Representatives") as shall have been identified to Seller, shall
have the right, subject to the rights of tenants and other occupants at the
Premises (including, without limitation, subject to and in accordance with the
terms of the Leases), to enter upon the Premises to inspect and examine the
same, subject to the further provisions hereof; provided, however, that (a)
Purchaser shall take all measures to minimize any interference or inconvenience
with Seller's or any tenant's or occupant's use or operation of the Premises,
including conducting inspections and tests after normal business hours; (b) all
inspections shall be accomplished in an expeditious, safe and businesslike
manner in accordance with all applicable law; (c) Seller, any tenant and/or
their representatives or employees may, at Seller's option, accompany Purchaser
or any Authorized Representatives; (d) Purchaser shall not alter or destroy the
Premises in any manner whatsoever; (e) Purchaser shall promptly deliver to
Seller copies of all data, information, tests, studies and reports generated by
or for Purchaser relating to the results of such inspections if this Agreement
is terminated; and (f) subject to Seller's prior written consent, as a further
condition precedent to making any physically intrusive inspection or examination
of the Premises or to bringing any equipment or materials on the Premises,
Purchaser and all contractors engaged by Purchaser shall obtain and maintain at
all times at their sole cost and expense (i) liability insurance in the amount
of $2,000,000 for property damage coverage and in the amount of $5,000,000 for
personal and bodily injury coverage, which insurance shall name Seller (and, at
its option, its constituent joint venturers or partners) as additional insured
parties, and (ii) with respect to any Authorized Representatives (and all of
their employees and agents), workers' compensation and disability insurance, as
required by law. Purchaser and the Authorized Representatives shall have the
right from time to time, upon reasonable notice, to examine the books, records,
accounts and other material information with respect to the Premises only.
Purchaser shall provide to Seller certificates of insurance evidencing such
coverage prior to entering upon the Premises as aforesaid for the purpose of
making any such physically intrusive investigation, such certificates to provide
that the insurance evidenced thereby may not be changed or canceled except upon
thirty (30) days' written notice to Seller. It is understood and agreed that
except as set forth in Section 4.1 hereof, Purchaser's satisfaction with such
inspection shall not constitute or be deemed to constitute a condition to
Purchaser's obligations hereunder.

     Without limiting the foregoing, the following shall apply to any
communications with tenants, property managers or employees of or at the
Premises:

               (A) From and after the date hereof, Purchaser shall be entitled
to communicate questions or requests for information to and from (I) "New York
Life" or (II) tenants of the Premises, and the Premises' managers and employees,
as reasonably required by Purchaser, in any case only upon prior notice to
Seller and in the presence of one or more representatives of Seller (as Seller
shall determine from time to time, which may be C&W), provided that Seller or
its representative(s) is available to be present within (two) 2 business days of
any such request, unless Seller has waived the right to be present in writing in
a specific case. Notwithstanding any provisions contained herein to the
contrary, Purchaser covenants and agrees that it will not enter into a deal with
New York Life with respect to a new loan secured by the Premises or to assume,
refinance, amend, recast, add to, or otherwise modify Seller's existing loan or
mortgage secured by the Premises with or from New York Life nor will it obtain
any such loan or submit or sign a proposal, a term sheet or commitment on or
before the Closing Date and for a period of sixty (60) days after the Closing
Date. The provisions of the immediately preceding sentence shall survive the
Closing.

               (B) Purchaser shall indemnify Seller and its Representatives from
and against all Losses (as hereinafter defined) in connection with or arising
out of any breach or violation of any of the provisions of subdivision (A)
above, specifically excluding consequential damages.

     8.2. (a) Any work performed by Purchaser or its Authorized Representatives
in connection with any inspection of the Premises shall be at Purchaser's sole
cost and expense. Purchaser covenants and agrees to pay in full all persons who
perform labor upon the Premises, and not to permit or suffer any mechanic's or
materialman's lien of any kind or nature to be asserted or enforced against the
Premises for any work done or materials furnished thereon at the instance or
request or on behalf of Purchaser.

          (b) Purchaser shall indemnify, defend and hold harmless Seller and its
Representatives (collectively, to "Indemnify") from and against any and all
losses, costs, liabilities, claims, damages or expenses (including, without
limitation, reasonable attorney's fees and costs) [collectively, "Losses"]
arising out of or as a result of any inspection of, or access to, the Premises
and work in connection therewith by Purchaser or its Authorized Representatives
(and any agents, employees, independent contractors and representatives
thereof). Purchaser, at its sole cost and expense, shall promptly restore the
Premises to its condition immediately prior to the performance of such
investigation by Purchaser pursuant to this Section 8 and shall repair any and
all damage caused by Purchaser or its Authorized Representatives and their
employees, representatives, agents or independent contractors. Purchaser
acknowledges and agrees that Seller shall have the right to use the Escrow Funds
to restore the Premises if Purchaser shall fail to comply with this Section 8.2
within seven (7) business days after notice from Seller of such damage.

     8.3. All indemnities of Purchaser in this Section 8 shall survive the
Closing or any termination of this Agreement.

     SECTION 9. VIOLATIONS AFFECTING THE PREMISES.
                ---------------------------------

     Purchaser shall accept title to the Premises subject to all violations of
law or governmental ordinances, orders or requirements by any governmental
department, agency or bureau having jurisdiction as to conditions affecting the
Premises ("Violations"), and Seller shall have no obligation to remove or cure
any such Violation; provided, however, that to the extent any Violations remain
uncured as of the Closing, Purchaser shall receive a credit at Closing for the
reasonable cost of curing said Violations, not to exceed under any circumstances
the aggregate amount of $300,000.00; provided, however, that if the cost of
curing said violations is reasonably anticipated to exceed the aggregate amount
of $300,000.00, Purchaser shall be entitled to exercise the Termination Option
at or prior to the Closing.

     SECTION 10. DESTRUCTION, DAMAGE OR CONDEMNATION AFFECTING THE PREMISES.
                 ----------------------------------------------------------

     10.1. (a) Seller and Purchaser waive the provisions of all applicable laws
(including General Obligations Law Section 5-1311) relating to the occurrence of
a casualty between the date hereof and the Closing, and Seller and Purchaser
agree that the following provisions with respect thereto shall govern. Seller
agrees to notify Purchaser promptly if the Premises shall be destroyed or
damaged in whole or in part by fire or other casualty prior to the Closing.

          (b) If the Premises or any portion thereof shall be damaged by fire or
other casualty between the date of this Agreement and the Closing and (I) the
cost of restoring and repairing the portion of the Premises so damaged to
substantially its present condition (the "Restoration Cost") is less than Six
Million ($6,000,000) Dollars as reasonably estimated by an architect or engineer
selected by Seller and reasonably satisfactory to Purchaser and (II) such
casualty will not result in tenants occupying an aggregate of more than 50,000
square feet to be entitled to cancel their Leases, then Purchaser shall have no
right to terminate this Agreement and shall purchase the Premises in its damaged
condition and assume full responsibility for repair thereto, without reduction
of the Purchase Price or any other claim or offset. Seller shall (i) credit to
Purchaser against the Purchase Price the amount of any remaining insurance
proceeds theretofore received by Seller in connection with any such destruction
by fire or other casualty (except that all business interruption insurance
theretofore paid and received, if any, and applicable to periods prior to
Closing shall be retained by Seller), less Seller's reasonable out-of-pocket
costs incurred in connection with its attempts to seek collection of any such
insurance proceeds, and (ii) assign to Purchaser by written assignment in form
and substance reasonably satisfactory to Seller and Purchaser, at the Closing,
all of Seller's right, title and interest in and to any insurance proceeds
thereafter payable in connection with any such destruction by fire or casualty
(except that business interruption insurance thereafter paid and received, if
any, shall be apportioned as of the Closing Date, with that portion of the
proceeds of such insurance attributable to the period prior to the Closing Date
to be retained by or paid to Seller); provided, further, the amount of any
credit under clause (ii) above shall not exceed the excess of the Restoration
Cost for all restoration work remaining to be performed over the amount of
insurance proceeds assigned. Purchaser shall receive credit for any insurance
deductible. The Closing shall be adjourned until the Restoration Cost has been
determined, unless Seller has given Purchaser notice that the Restoration Cost
is reasonably expected to exceed $6,000,000.00 (in which event Purchaser shall
proceed as provided in subparagraph (c) below).

          (c) Subject to the provisions of Section 10.1(d), if the Premises or
any portion thereof shall be damaged by fire or other casualty between the date
of this Agreement and the Closing and (I) the Restoration Cost is more than Six
Million ($6,000,000) Dollars as reasonably estimated by an architect or engineer
selected by Seller and reasonably satisfactory to Purchaser or (II) one or more
tenants occupying an aggregate of more than 50,000 square feet shall be entitled
to terminate their Leases, then Purchaser shall have the option, to be exercised
within fifteen (15) days from the date of delivery of a written estimate of the
Restoration Cost, to terminate this Agreement by written notice to the other
party (a "Casualty Termination Notice") [in case of such termination by
Purchaser, the same shall constitute an exercise of Purchaser's Termination
Option]. If Purchaser terminates, neither party hereto shall have any further
duties, obligations or liabilities to the other hereunder, except that Purchaser
shall be entitled to the return of the Escrow Funds, and except for those
obligations specifically provided for in this Agreement to survive the
termination of this Agreement. If Purchaser shall not elect to terminate this
Agreement as provided above, then this Agreement shall remain in full force and
effect and the provisions of Section 10.1(b) shall apply to such damage and
restoration and any insurance proceeds payable in connection therewith.

          (d) If a determination of the Restoration Cost by the architect or
engineer required to in Sections 10.1(b) and (c) above shall not have been
delivered to Purchaser within sixty (60) days following the date of casualty,
Purchaser shall be entitled to exercise the Termination Option.

     10.2. (a) Seller and Purchaser hereby waive the provisions of all
applicable laws (including General Obligations Law Section 5-1311) relating to
the occurrence of a condemnation between the date hereof and the Closing, and
Seller and Purchaser agree that the following provisions with respect thereto
shall govern. Seller agrees to notify Purchaser promptly if the Premises shall
be taken in whole or in part by right of eminent domain or condemnation prior to
the Closing (a "Taking").

          (b) If the Taking will so affect the Premises as to (i) allow one or
more tenants occupying an aggregate of more than 50,000 square feet to cancel
their Leases, (ii) cause the Premises to not comply with applicable laws, codes
and regulations concerning zoning and land use, (iii) prevent the use of the
Premises for its current purposes, or (iv) cause damages in excess of Six
Million ($6,000,000) Dollars as reasonably estimated by an architect or engineer
selected by Seller and reasonably satisfactory to Purchaser, then Purchaser
shall have the right to terminate this Agreement and to exercise its Termination
Option by giving written notice to Seller within fifteen (15) days of the date
Seller sends written notice to Purchaser of the Taking. If Purchaser does not so
terminate this Agreement, or shall have no right to terminate this Agreement,
then (x) this Agreement shall remain in full force and effect notwithstanding
such Taking, (y) Purchaser shall purchase the Premises in its then condition
without reduction of the Purchase Price or any adjustment or other claim or
offset and (z) Seller shall assign to Purchaser the right to receive any
condemnation award payable to Seller as a result of the Taking, net of (A) any
reasonable, actual costs of litigating or negotiating the amount of, or
collecting, the award and (B) any sums expended by Seller to restore or protect
the Premises as a result of the Taking.

     10.3. Notwithstanding anything set forth herein to the contrary, Purchaser
shall have no right to terminate this Agreement, receive any credit against the
Purchase Price or other adjustment or receive any insurance proceeds payable to
Seller by reason of any damage or destruction to the Premises that occurs as a
result of any act, omission or negligence of Purchaser or any of its employees,
contractors or agents.

     10.4. Seller shall have complete control of all condemnation proceedings;
provided however, that if Purchaser disagrees with Seller's conduct thereof, it
may give Seller thirty (30) days' notice of the reasons for such disagreement
and exercising as Termination Option within 30-days thereafter unless Seller
agrees with Purchaser's position within said 30-day period.

     SECTION 11. SELLER'S CLOSING OBLIGATIONS.
                 ----------------------------

     At the Closing, Seller shall execute and (where the document so provides)
acknowledge and deliver the following items to Purchaser (with respect to any
and all documents requiring execution by Seller, at or prior to Closing, the
signatures of any two (2) "parties of the first part" of Seller shall be
sufficient, but only if the opinion delivered pursuant to Section 11(m) below so
provides or Purchaser is otherwise satisfied as to due execution):

          (a) A Bargain and Sale deed (the "Deed"), properly executed and
acknowledged in the form annexed hereto and made a part hereof as Exhibit "O";

          (b) A bill of sale with respect to the personal property in the form
annexed hereto and made a part hereof as Exhibit "P";

          (c) An assignment and assumption agreement with respect to the Leases
in the form annexed hereto and made a part hereof as Exhibit "Q" (the "Lease
Assignment and Assumption");

          (d) A general assignment and assumption agreement in the form annexed
hereto and made a part hereof as Exhibit "R" (the "General Assignment and
Assumption");

          (e) A schedule, certified to the knowledge of Seller to be true,
correct and complete, setting forth all tenant arrearages and accrued but unpaid
minimum and additional rents, expense escalations, tax and other adjustments and
charges under the Leases attributable to the period prior to the Closing Date
(the "Arrearages and Unpaid Escalations Statement");

          (f) The Curtain Wall Agreement and Sidewalk Bridge Agreement, and [if
such parties have so consented and delivered same to Seller,] consents by the
other parties to such agreements to the assignment thereof (but such consents
not being a condition to the Closing), and originals (or copies if originals are
not available) of any other Service Contracts;

          (g) Keys to all building entrance doors to, and all equipment and
utility rooms located in, the Premises, which keys shall be properly tagged for
identification;

          (h) A schedule, certified to the knowledge of Seller to be true,
correct and complete, of all cash, letters of credit and other items of value
required as security under the Leases at the time of Closing ("Security
Deposits"). All Security Deposits shall be adjusted as provided in Section
13.4(e);

          (i) One original letter, in the form of Exhibit "S" annexed hereto and
made a part hereof, executed by Seller, advising tenants at the Premises that
the Premises have been sold to Purchaser and directing that all future rents and
other correspondence should thereafter be sent to Purchaser or as Purchaser may
direct;

          (j) A non-foreign status affidavit in the form annexed hereto and made
a part hereof as Exhibit "T";

          (k) Promptly after the execution and delivery of this Agreement,
Seller shall request that each of the tenants at the Premises execute and
deliver a tenant estoppel letter (a "Tenant Estoppel") in the form of Exhibit
"U" annexed hereto and made a part hereof (except that the Tenant Estoppel for
the tenant under the MTA Lease shall be in the form of Exhibit "U-1" annexed
hereto and made a part hereof); provided, however, that if Seller has made such
a request, Seller may satisfy its obligations hereunder by the delivery of a
tenant estoppel letter (a "Minimum Tenant Estoppel") containing at a minimum the
information which is expressly required to be provided by a tenant pursuant to
the specific terms of each tenant's respective Lease (excluding any information
which is not contained in the Tenant Estoppel, and excluding any other
information which may be requested pursuant to any Lease provision which
provides for "information which may reasonably be requested," or words to
similar effect). Seller shall use reasonable efforts to obtain the Tenant
Estoppels but shall have no obligation to bring any action or proceeding or to
incur any costs or expenses, other than DE MINIMIS amounts, in connection
therewith. Notwithstanding the foregoing to the contrary, Seller's delivery of
Tenant Estoppels or Minimum Tenant Estoppels which contain information which is
consistent in all material respects with the warranties and representations made
by Seller herein (collectively, "Satisfactory Tenant Estoppels"), for all
primary tenants occupying space in the Premises (i.e., specifically excluding
subtenants or other occupants other than the primary tenant under any Lease, and
also excluding Chase Manhattan Bank, the tenants or occupants of Suite 1802 and
Suite 2305) [collectively, "Excluded Tenants"] shall be a condition to
Purchaser's obligation to close hereunder; provided, however, if Seller delivers
Satisfactory Tenant Estoppels to Purchaser from (i) tenants occupying 65% or
more of the net leasable square footage in the Premises under lease as of the
date hereof (excluding all Excluded Tenants), which 65% shall include (ii) a
Satisfactory Tenant Estoppel from each of the tenants under the Hearst, MGM and
MTA Leases, then Seller may, in its sole discretion, deliver its own estoppel
letter to Purchaser (collectively, the "Seller's Estoppels") for the remaining
tenants (other than the foregoing 65%) of the Premises containing the
information otherwise required in the respective Minimum Tenant Estoppel,
provided such information is consistent in all material respects with Seller's
representations and warranties made herein and such Seller's Estoppels shall
satisfy Seller's obligations hereunder to deliver estoppels for primary tenants
occupying space in the Premises and such condition to the Closing. If any Tenant
Estoppel or Minimum Tenant Estoppel is not a Satisfactory Tenant Estoppel, or if
any Seller's Estoppel is inconsistent in any material respect with Seller's
representations and warranties made herein, Seller shall have the right (A) to
continue to try to obtain the same (subject to Seller's right to provide a
Seller's Estoppel), and/or (B) to cure or correct the same prior to the Closing,
and/or to pay to Purchaser at Closing an amount in cash satisfactory to
Purchaser to cure the same and/or to provide to Purchaser at Closing other
collateral reasonably satisfactory to Purchaser to cure the same (collectively,
"Cured Estoppels"), and if Seller obtains, corrects or cures the same or pays
such amount or provides such collateral, each of the Cured Estoppels which is a
Tenant Estoppel or a Minimum Tenant Estoppel shall be deemed Satisfactory Tenant
Estoppels and each Cured Estoppel which is a Seller's Estoppel shall be deemed
satisfactory hereunder in meeting Seller's obligation to deliver required
estoppels hereunder as aforesaid; provided, however, that the amount necessary
to correct or cure any estoppel as aforesaid shall not exceed $100,000 for any
one Cured Estoppel or $500,000 in the aggregate for all Cured Estoppels. Seller
shall have the right to adjourn the Closing Date for the purpose of obtaining
Satisfactory Tenant Estoppels, including Cured Estoppels, up to and including
November 22, 1999; provided further, however, if Seller has obtained
Satisfactory Tenant Estoppels (including Cured Estoppels) from tenants occupying
at least 50% of the net leasable square footage in the Premises under lease
(excluding Excluded Tenants, but including the Hearst, MGM and MTA tenants) by
November 22, 1999, the Seller may further adjourn the Closing Date up to and
including December 8, 1999. Purchaser agrees that Seller's failure to deliver
any Tenant Estoppel, any Minimum Tenant Estoppel, any Seller's Estoppel or any
Satisfactory Tenant Estoppel, or any Cured Estoppel, shall not constitute a
default under this Agreement, and that Purchaser's sole and exclusive remedy for
such failure shall be the Termination Option.

          (l) A New York City Real Property Transfer Tax Return and New York
State Combined Real Estate Transfer Tax Return and Credit Line Mortgage
Certificate with payment in the form reasonably required by the title company
and/or the recording office;

          (m) An opinion of Winick & Rich, P.C., as to the due execution and
authority of Seller with respect to the documents to be delivered by Seller at
the Closing, in substantially the form set forth in Schedule "2" annexed hereto
and made a part hereof (provided, however, that if there are any changes other
than the insertion or change in date(s) and/or reference(s) to documents or
events, all changes must be satisfactory to Purchaser in Purchaser's
discretion);

          (n) Originals (or if originals are not available, copies certified by
Seller, to Seller's knowledge, to be true, correct and complete) of all Leases;

          (o) Any items in the Title Letter and any other customary affidavits
and other items reasonably required by the Title Insurer, which does not require
Seller to assume any additional liability than is provided in this Agreement;

          (p) Copy of notice of termination (conditional upon and effective at
the Closing) and Seller's certificate or other evidence that said notice has
been sent, of the leasing/management agreement with current managing agent and
any other exclusive agency or leasing agreement in existence on the date of the
Closing;

          (q) A certificate dated as of the date of the Closing, stating that to
Seller's knowledge the representations and warranties of Seller in the form and
manner made herein, are true and correct in all material respects and with the
same limitations and qualifications, if any, made herein as if made as of the
date of the Closing, provided, however, that Seller may update any
representations or warranties that have changed between the date hereof and the
Closing, provided, however, that in such event, Purchaser may, in its sole
discretion, exercise the Termination Option if any changes have a material and
adverse effect on Purchaser or the Premises;

          (r) A Closing Statement;

          (s) Notice of termination of the Service Contracts (excluding the
"Excluded Service Contracts", as hereinafter defined) [conditional on and
effective at the Closing] and Seller's certificate or other evidence that the
notices have been sent;

          (t) A rent roll certified to the knowledge of Seller to be true,
correct and complete;

          (u) If the holder thereof has consented thereto and allowed same to
Seller, assignment of mortgage to Purchaser's designee (not a condition to the
Closing);

          (v) Prior to the Closing, Seller shall deliver to the Building
management office, all tenant files, financial statements, building plans,
warranties, guaranties, reports, bills and any other items in Seller's control
or possession or in the Building manager's control or possession and reasonably
required to operate the Premises. Purchaser agrees to cooperate with Seller and
to allow Seller and its representatives to have continued reasonable access to
and the right to makes copies of the foregoing materials after the Closing. The
provisions of the immediately preceding sentence of this subparagraph (v) shall
survive the Closing;

          (w) The License Agreement in the form annexed hereto as Exhibit "X".

          (x) The Lease Clarification Agreement with Burberry's Wholesale
Limited containing the same substance as the form of Exhibit "ZZZ" annexed
hereto and made a part hereof and

          (y) All other instruments and documents consistent with this Agreement
which may be reasonably and customarily required to effect the transaction
contemplated herein and within Seller's control, provided that such instruments
or documents may be delivered without additional cost or liability to Seller
(other than DE MINIMIS amounts).

     SECTION 12. PURCHASER'S CLOSING OBLIGATIONS.
                 -------------------------------

     12.1. At the Closing, Purchaser shall execute and (where the document so
provides) acknowledge and deliver the following items to Seller (or the
designated Holdback Escrowee, if specifically so provided herein below):

          (a) The balance of the Purchase Price to be delivered at the Closing
(after application of the Downpayment), including any Additional Purchase Price,
as adjusted for apportionments under Section 13 and Section 14 hereof, and less
the amounts of the Representations and Warranties Holdback and the Chase
Holdback which shall be delivered by Purchaser to the Warranties Holdback
Escrowee and the Chase Holdback Escrowee as provided herein;

          (b) The Lease Assignment and Assumption;

          (c) The General Assignment and Assumption;

          (d) A New York City Real Property Transfer Tax Return and New York
State Combined Real Estate Transfer Tax Return and Credit Line Mortgage
Certificate;

          (e) The Hearst LOC;

          (f) All other instruments and documents consistent with this Agreement
which may be reasonably and customarily required to effect the transaction
contemplated herein and within Purchaser's control, provided that such
instruments or documents may be delivered without additional cost or liability
to Purchaser (other than DE MINIMIS amounts);

          (g) The Warranties Holdback Funds to Warranties Holdback Escrowee to
be paid to Seller, subject to the terms and conditions set forth in Section 7.6
hereof, on account of the balance of the Purchase Price not later than nine (9)
months after the Closing, except for the Remy Amerique Commission Funds which
subject to the terms and conditions set forth in Section 7.6 hereof shall be
paid to Seller not later than December 31, 2000;

          (h) The Chase Funds to the Chase Holdback Escrowee; and

          (i) The Mendik Commission Agreement. If the Mendik Commission
Agreement is not executed and delivered by Mendik, the condition shall be waived
and Purchaser shall be obligated, as between Seller and Purchaser, to pay the
amount of the commissions as provided for in the Mendik Commission Agreement
when due and payable and shall Indemnify Seller therefor. The provisions of this
subdivision (i) shall survive the Closing.

     12.2. Notwithstanding anything to the contrary contained herein, the
obligation of Seller to close title in accordance with this Agreement is
expressly conditioned upon the fulfillment by and as of the time of Closing of
each of the conditions listed below, each of which may be waived in whole or in
part by Seller upon notice to Purchaser;

          (a) Purchaser shall have executed and delivered to Seller all of the
documents, shall have paid all sums of money and shall have taken or caused to
be taken all of the other action required of Purchaser in this Agreement.

          (b) All representations and warranties made by Purchaser in this
Agreement shall be true and correct in all material respects with same
limitations, if any, as contained herein as of the date of the Closing.

     12.3. Notwithstanding anything to the contrary contained herein, the
obligation of Purchaser to close title and pay the Purchase Price in accordance
with this Agreement is expressly conditioned upon the fulfillment by and as of
the time of Closing of each of the conditions listed below, each of which may be
waived in whole or in part by Purchaser upon notice to Seller.

          (a) Seller shall have executed and delivered to Purchaser all of the
documents, complied with all covenants and shall have taken or caused to be
taken all of the other action required of Seller under this Agreement.

          (b) All representations and warranties made by Seller in the form and
manner made in this Agreement shall be true and correct in all material respects
and with the same limitations, if any, as contained herein, as if made on and as
of the Closing Date, provided, however, that for the purposes of this Section
12, Seller shall not be deemed in breach of any warranty or representation
herein (and Purchaser shall remain obligated to Close) unless such breach has a
material and adverse effect on Purchaser or the Premises.

          (c) The Title Insurer shall be willing to insure title to the Premises
pursuant to an ALTA 1992 Owner's Policy of Title Insurance in the amount of the
Purchase Price at regular rates and without additional premium (which shall be
deemed to include the cost of any customary endorsements to title requested by
Purchaser), subject only to the Permitted Exceptions set forth on Exhibit "B".

          (d) Purchaser shall have received Satisfactory Tenant Estoppels or, to
the extent permitted under the terms of Section 11.1(k) of this Agreement, Cured
Estoppels and/or Seller's Estoppels, with respect to every Lease (other than the
Excluded Tenants).

          (e) None of Hearst, MGM or MTA shall be involved in any voluntary or
involuntary bankruptcy proceedings, and no monetary default in an amount in
excess of 60 days of rent under the respective Lease, shall exist under any of
the Leases with Hearst, MGM or MTA.

          (f) Any letter of credit described on Exhibit F which has expired
shall have been renewed or replaced.

     SECTION 13.  APPORTIONMENTS AND ADJUSTMENTS; CLOSING COSTS.
                  ---------------------------------------------

     13.1. Except as otherwise specifically provided herein, Purchaser and
Seller shall adjust as of 11:59 p.m. of the day preceding the Closing the items
hereinafter set forth. If any such items are not determinable at the Closing,
the adjustment shall be made subsequent to the Closing when the amount is
determined. Any errors or omissions in computing adjustments at the Closing
shall be promptly corrected. The obligations set forth in this Section 13 shall
survive the Closing. Except as otherwise specifically provided for herein, all
adjustments shall be made in the manner recommended by the Customs in Respect to
Title Closings of the Real Estate Board of New York, Inc., and there shall be no
other adjustments. Subject to the further provisions of this Section 13 and
Section 14, the items to be adjusted are:

          (a) Subject to Section 13.4, rents (as used in this Agreement "rents"
     or "rental" includes all items of additional rent) under Leases which are
     (x) collected prior to the Closing and (y) applicable to the month in which
     the Closing occurs. At Closing, Seller shall credit against the Purchase
     Price the amount of any rents which have been paid to Seller prior to
     Closing by tenants which rents are attributable to any period from and
     after the date of Closing. Reference is made to Section 13.4 below for
     treatment of delinquent rents in the month of the Closing and of
     post-Closing rental payments and receipts.

          (b) Real estate taxes on the basis of the fiscal period for which
     assessed. If the Closing shall occur before the tax rate is fixed, the
     apportionment of taxes shall be upon the basis of the tax rate for the next
     preceding fiscal period applied to the latest assessed valuation. Promptly
     after the new tax rate is fixed, the apportionment of real estate taxes
     shall be recomputed. If Seller has made an overpayment of real estate taxes
     for New York City fiscal year 1998-99 or any earlier fiscal year and any
     portion of the overpayment is credited towards payment of 1999-2000 (or
     later) real estate taxes for the Land and Improvements rather than being
     refunded to Seller, an appropriate adjustment shall be made at Closing (and
     thereafter as otherwise provided herein) in favor of Seller for its right,
     title and interest in such credit. Seller shall retain all rights to
     contest, protest or seek tax reductions for all periods prior to and
     including tax year 1998-1999, as provided in Section 19.14, and Purchaser
     shall have full control to contest, protest or seek tax deductions for the
     tax years after and including 1999-2000.

          (c) Water rates, water meter charges, sewer rents, vault charges and
     Business Improvement District Charges, if any, on the basis of the fiscal
     period for which assessed. If there is a water meter or meters on the
     Premises, the unfixed meter charges and the unfixed sewer rent thereon
     shall be apportioned on the basis of the last reading, and shall be
     appropriately readjusted after the Closing on the basis of the next
     subsequent bills. As to any unpaid water charges or sewer rents payable by
     tenants, Purchaser shall close title and accept the delivery of the deed
     subject to such unpaid charges and rents and any lien resulting therefrom,
     without abatement against the Purchase Price, credit or allowance of any
     kind or any claim or right of action against Seller for damages or
     otherwise.

          (d) Fuel, if any, on the basis of Seller's last cost therefor,
     including sales tax, as evidenced by a written statement of Seller's fuel
     oil supplier dated within thirty (30) days of the Closing, which statement
     shall be conclusive as to quantity and cost.

          (e) Charges under all Service Contracts which have not been terminated
     pursuant to Section 14.3 hereof.

          (f) License and permit fees on assignable licenses and permits.

          (g) Maintenance supplies in unopened containers based on Seller's
     actual cost therefor, including sales tax.

          (h) Administrative fees allowable by law on tenant security deposits
     if expressly provided for in the Leases.

          (i) New Lease Expenses (as defined and subject to the provisions of
     Section 14).

          (j) Any other item of cost or expense incurred or payable with respect
     to the ownership, use or operation of the Premises, customary in connection
     with the sale of a comparable New York City office building, apportioned on
     the basis of documentary evidence of payments made or due for goods,
     services and obligations therefor, based on documentary basis of payment or
     incurring of costs or expenses; provided, however, that in no event shall
     all such adjustments exceed the aggregate amount of $10,000.

          (k) Purchaser shall receive a credit of $76,500 in respect of the cost
     of completing the ongoing work with respect to the HVAC Building Management
     System.

          (l) Any other item which, under the terms of this Agreement, is to be
     apportioned at the Closing.

     13.2. At the Closing, the net adjustment pursuant to this Section 13 shall
be paid (i) if in favor of Seller, in the same manner as set forth in Section 2
of this Agreement or (ii) if in favor of Purchaser, as a credit against the
Purchase Price payable pursuant to Section 2 of this Agreement.

     13.3. Purchaser and Seller hereby agree to make, and the Closing Statement
prepared at the Closing shall provide to be made, such adjustments and
prorations as and when discovered after Closing.

     13.4. (a) Rental from tenants and other receipts derived from the operation
of the Premises shall belong to Seller to the extent that they relate, or are
attributable, to the period up to but not including the date of Closing, and
shall belong to Purchaser to the extent that they relate, or are attributable,
to the period from and after the date of Closing. Any and all amounts received
by Purchaser following Closing for rents due to Seller prior to Closing
(including an amount equal to Seller's share of rents receivable for the month
in which the Closing occurs) shall be paid to Seller when received. If at the
time of Closing any tenants are delinquent in the payment of rental then any
rent received from any such tenant after the Closing shall be applied to the
month during which such rent shall have been received and thereafter in the
following order of priority: (i) first, to rent arrearages with respect to the
month in which the Closing shall have occurred (subject to apportionment
pursuant to Section 13.1(a) above), (ii) second, to rent arrearages with respect
to the month preceding the month in which the Closing shall have occurred (which
shall be paid to Seller), (iii) third, to rent arrearages with respect to the
period following the month in which the Closing shall have occurred and, (iv)
fourth, to any other rent arrearages with respect to the period preceding the
month in which the Closing shall have occurred (which shall be paid to Seller).
Any amounts so payable to Seller after the Closing, shall be paid over by
Purchaser to Seller within five (5) business days of receipt by Purchaser.
Purchaser shall account to Seller monthly with respect to same. In the event of
a rental check received by Seller before Closing, notice of the dishonor of
which is received by Seller after Closing, Seller shall immediately notify
Purchaser of such dishonor and the same shall be treated as an arrearage in
accordance herewith. Seller hereby reserves and shall retain the right to
enforce the collection of moneys greater than $25,000 due Seller at or prior to
Closing from any of the tenants of the Premises, provided that Seller shall not
bring any action or proceeding to dispossess or evict any tenant. The parties
agree that at or prior to the Closing Seller shall give the tenant under the
Lease for Suite 1802 ("Suite 1802 Tenant") a 3-day eviction notice and Seller
shall be entitled to retain as its sole property the security deposit of the
Suite 1802 Tenant but not in excess of $25,000 and only if permitted by the
terms of the Lease. Thereafter, Purchaser shall have sole control and
responsibility to evict the Suite 1802 Tenant after the Closing and Purchaser
shall be entitled to all recovery of rents from the Suite 1802 Tenant. Seller
will promptly send any checks for rent received after the Closing to Purchaser.

          (b) As to rental payments for fuel pass-alongs, so-called escalation
rent, percentage rent, or charges based upon real estate taxes, operating
expenses, labor costs, "porter's wage rate," cost of living increases or
otherwise (such pass-alongs, escalation rent and charges being collectively
called "Overage Rent"), for the applicable accounting period in which the
Closing occurs, if the Closing shall occur prior to the time when any such
Overage Rent is payable, then such Overage Rent shall be apportioned subsequent
to the Closing. Purchaser agrees that it will receive in trust and pay over to
Seller a pro-rated amount of such Overage Rent at the end of the calendar year
in which the Closing occurs. As to any Overage Rent payable subsequent to the
Closing with respect to an accounting period which occurs prior to the Closing,
Purchaser agrees that it will receive and hold such Overage Rent in trust for
Seller and pay the entire amount to Seller within thirty (30) days of receipt
thereof. Seller shall furnish to Purchaser all information with respect to the
accounting period in which the Closing occurs which is reasonably necessary for
the billing of such Overage Rent. If, prior to the Closing, Seller shall collect
any sums on account of Overage Rent or fixed rent for a year or other period, or
any portion of such year or other period, beginning prior to but ending
subsequent to the Closing, such sum shall be apportioned at the Closing. At the
Closing, as part of the Arrearages and Unpaid Escalations Schedule, the parties
shall agree to reconcile estimates of payments of expense escalations (and other
similar additional rent) under the Leases with actual expense escalations (and
other similar additional rent), when such amounts are actually determined by
Purchaser after the Closing. Purchaser shall provide to Seller an accounting of
all such amounts.

          (c) Subsequent to the Closing, Purchaser agrees that it shall promptly
render bills for and shall exercise the same diligence in the collection of any
fixed rent and Overage Rent due to Seller pursuant to this Agreement as it does
in the collection of then current rentals due to Purchaser. Nothing herein
contained shall preclude Seller from asserting separate and independent claims
against such tenants, including, but not limited to, the institution of such
actions or proceedings as Seller shall deem necessary or advisable for the
purpose of collecting such past due fixed rent and Overage Rent; provided,
however, that subsequent to the Closing no such action or proceeding may affect
such tenant's possession and provided that such claims exceed $25,000.

          (d) Except as specifically set forth in this Agreement, Purchaser
acknowledges and agrees that no representation has been made and no
responsibility is assumed by Seller with respect to the continued occupancy of
any portion of the Premises by any tenant and Seller does not guarantee or
undertake to insure that any tenant will be in occupancy at the Closing, and
Purchaser agrees that the abandonment, vacation or removal of any tenant(s)
prior to the Closing shall not be the basis for any claim on the part of
Purchaser or right of action against Seller for damages or otherwise; provided,
however, that nothing herein shall be deemed to limit or impair Purchaser's
right to exercise the Termination Option.

          (e) All Security Deposits, together with accrued interest thereon, if
any, and less Seller's proportional share of administrative fees, if any,
expressly set forth in the Leases, shall be turned over by Seller to Purchaser
at the Closing. Amounts held in the form of cash shall be turned over, at
Seller's option, by (i) payment of the amount thereof to Purchaser, or (ii) a
credit to Purchaser against the Purchase Price. Any Security Deposit in a form
other than cash shall be transferred to Purchaser by way of appropriate
instruments of assignment or transfer. If any such non-cash Security Deposits
shall not be transferable at Closing, Seller shall nevertheless turn over such
Security Deposits to the possession of Purchaser at Closing and shall cooperate
with Purchaser's efforts to effect such transfer. Seller hereby designates
Purchaser as Seller's agent to act, from and after the Closing, in the name of
Seller (but for the benefit of Purchaser) with respect to any such non-cash
Security Deposits which remain in the name of Seller after the Closing. Upon
request of Purchaser, Seller shall execute powers-of-attorney in favor of
Purchaser in furtherance of the foregoing. All costs of transferring non-cash
Security Deposits shall be for Seller's account. Purchaser hereby agrees to
Indemnify Seller and its Representatives from all losses from any wrongful acts
or improper drawings or misapplication of proceeds under any non-cash Security
Deposits. Between the date of this Agreement and the Closing, Seller shall not
draw on or apply any Security Deposit without the prior written consent of
Purchaser. Notwithstanding the foregoing or any other provisions herein to the
contrary, except as provided in Section 7.7 (with respect to the Chase Lease)
and Section 13.4(a) (with respect to Suite 1802), there shall be no transfers,
adjustments or apportionments of any kind with respect to the Chase Lease, Suite
1802 or Suite 2305. The provisions of this Section 13.4(e), shall survive the
Closing.

          (f) Purchaser acknowledges that the brokerage agreements and the
Mendik Management Agreement listed on Exhibit "I" attached hereto and made a
part hereof may require the payment of fees and commissions upon the renewal or
extension or the failure to exercise a right of lease termination
("Non-Termination Commission"), after the date of this Agreement, of the current
terms of existing leases by the tenants described in such brokerage agreements,
or upon the expansion, after the date of this Agreement, by such tenants into
additional space, (collectively, "Renewal and Expansion Commissions"). Purchaser
shall assume in writing the obligation to pay all Renewal and Expansion
Commissions excluding those payable to Mendik Management Company, Inc. and
excluding any Non-Termination Commissions, (i) agree in writing (the "Mendik
Commission Agreement") to pay directly to Mendik those Renewal and Expansion
Commissions expressly set forth in the Mendik Commission Agreement and (ii)
agree to pay one half of the Remy Amerique Commission. The Mendik Commission
Agreement, and the Renewal and Expansion Commissions payable by Purchaser
thereunder, shall contain the same substance as the form of Exhibit "Y" annexed
hereto and shall be executed and delivered by Purchaser at the Closing. Except
as set forth in the Mendik Commission Agreement, Purchaser shall have no
liability or obligation under or with respect to the Mendik Management
Agreement. At the Closing, Seller shall receive a credit for the entire amount
of any Renewal and Expansion Commissions paid by Seller after the date of this
Agreement but before the Closing, upon Seller's furnishing of evidence to
Purchaser that such payment has been paid and that such payment was due under
the applicable agreement set forth on Exhibit "I". Purchaser shall pay, and
shall defend, hold harmless and indemnify Seller against any claims which may
hereafter be made against Seller for, any such fees or commissions which first
accrue on or after the date of the Closing. The provisions of this Section 14(f)
shall survive the Closing.

          (g) Seller shall credit Purchaser at Closing for (i) except as set
forth in the last sentence of this Section 13.4(g), any unpaid leasing
inducement cost (including, without limitation, any work allowance and the value
of any work to be performed at the expense of Landlord (payable by Seller) in
respect of the initial term of any Leases executed and delivered before the date
of this Agreement, (ii) any commissions which have not been paid to brokers and
which are payable by Seller in respect of the initial term of any Leases
executed and delivered before the date of this Agreement including any payments
to existing and prior managing or leasing agents, (iii) all unpaid leasing
inducement costs and brokerage commissions payable in respect of the Remy
Amerique Expansion Agreement, but expressly excluding (iv) the Renewal and
Expansion Commissions. Notwithstanding clauses (i) and (iii) above, (A)
Purchaser shall not receive any credit at Closing (and Purchaser shall be fully
responsible under the respective Leases) in respect of any work that may be
required to be performed by the landlord under the Menswear Group Leases in
respect of the 3,558 rentable square feet on the 35th floor of the Building that
was to be built out by landlord, and (B) Purchaser and Seller shall, at such
time as the same may become due and payable, each pay one-half (1/2) of the Remy
Amerique Commission. The provisions of this Section 13.4(g) shall survive the
Closing.

          (h) Purchaser agrees to pay to Seller the amounts set forth on
Schedule "4" annexed hereto and made a part hereof, subject to the terms and
conditions set forth on Schedule "4", in connection with the Mannor Space and
the Threadtex Space (both as defined therein). The provisions of this Section
13.4(h) shall survive the Closing.

     13.5. Without limiting any of the provisions of this Section 13, (a)
Purchaser shall pay its attorneys' fees and expenses, recording fees and
charges, the cost of the Title Commitment, any and all premiums of any title
insurance and endorsements, the cost to obtain a survey of the Land, and (b)
Seller shall pay its attorneys' fees and expenses, and the New York State
Conveyance Tax in accordance with Article 31 of the New York State Tax Law and
the New York City Real Property Transfer Tax in accordance with Title 11 of
Chapter 46 of the Administrative Code of the City of New York and all other
transfer, documentary, stamp, deed and similar taxes and recordation taxes and
filing fees in connection with the execution and delivery of the Deed.

     13.6. Any calculation made in computing any apportionment made pursuant to
this Section 13 may be reconfirmed following the Closing, and any errors thereto
shall be corrected immediately upon notice from the other party that such
error(s) exist. The provisions of this Section 13 shall survive the Closing for
twelve (12) months.

     SECTION 14. OPERATION OF PREMISES.
                 ---------------------

     14.1. Subject to the further terms of this Section 14, until the Closing,
Seller shall operate the Premises in the ordinary course of business and shall
maintain the Premises in substantially the same manner as it is currently being
maintained (normal wear and tear excepted); provided, however, that Seller shall
not be required to make any capital expenditures with respect to the Premises.
If Seller shall make any capital expenditures which (a) are required as a result
of an emergency (other than casualty) with notice to and consultation with the
Purchaser if reasonable under the circumstances, or (b) are consented to by
Purchaser, Seller shall be entitled to a credit for the cost thereof at the
Closing equivalent to the period of time from and after the Closing bears to the
estimated useful life of the capital expenditure.

     14.2. (a) Prior to the Closing, Seller shall not modify, extend, renew,
cancel or permit the surrender of any Lease or enter into any new Lease of all
or any portion of the Premises without Purchaser's prior written consent. If the
Closing has not occurred within 75 days of the Scheduled Closing Date, the
Seller, in its sole discretion, may extend, renew, or enter into any new Lease
of all or any portion of the Premises, without Purchaser's consent, provided
Seller continues to act in accordance with the standards and practices currently
employed by Seller at the Premises.

          (b) If Seller enters into any new Leases pursuant to this Section 14,
or if there is any extension or renewal of any Leases after the date hereof,
whether or not such Leases provide for their extension or renewal, or any
expansion or modification of any Leases (each, a "New Lease"), Seller shall keep
accurate records of all reasonable expenses (collectively, "New Lease Expenses")
incurred in connection with each New Lease, including, without limitation, all
expenses, or reimbursements to tenants for the following: (i) brokerage
commissions and fees, (ii) expenses incurred for repairs and improvements to
satisfy the tenant's requirements, (iii) the cost of removal and/or abatement of
asbestos, and (iv) legal fees. Notwithstanding the foregoing, all such expenses
(other than Non-Termination Commissions) payable in respect of the Remy Amerique
Expansion Agreement shall not constitute "New Lease Expenses", but shall be paid
by Seller or, to the extent not paid on or before the Closing Date, credited
against the Purchase Price.

          (c) The New Lease Expenses for each New Lease allocable to and payable
by Seller shall be determined by multiplying the amount of such New Lease
Expenses by a fraction, the numerator of which shall be the number of days
contained in that portion, if any, of the term of such New Lease commencing on
the commencement date thereof ("Commencement Date") and expiring on the date
immediately preceding the Closing Date, and the denominator of which shall be
the total number of days contained in the period commencing on the Commencement
Date and expiring on the date of the scheduled expiration of the term of such
New Lease, and the remaining balance of the New Lease Expenses for each New
Lease shall be allocable to and payable by Purchaser.

     14.3. To Seller's knowledge, Exhibit "V" annexed hereto and made a part
hereof contains a true and correct list of all service agreements, maintenance
contracts, contracts for the purchase or delivery of labor, services, utilities,
materials, goods, inventory or supplies, cleaning contracts, equipment rental
agreements or leases ("Service Contracts") affecting the Premises. Seller shall
not at any time following the date hereof, without Purchaser's prior written
consent, enter into any new Service Contract (or renew or extend any existing
Service Contracts) which shall not be cancelable immediately without cost.
Within 5 business days after the execution and delivery of this Agreement,
Seller shall give notice of termination (or cause such notice to be given) for
all the Service Contracts (except as set forth below), each such termination to
be conditional on the Closing and effective on the later of (a) the Closing Date
and (b) the earliest date permitted under the respective Service Contract, and,
if the Closing Date shall occur before the earliest date permitted for the
termination of any Service Contract, Purchaser shall assume and remain obligated
thereunder for the period from the Closing to the date of termination of such
Service Contract pursuant to Exhibit "R". Notwithstanding the foregoing,
Purchaser acknowledges and agrees that the Service Contracts with Xerox and AFA
Fire Protection (collectively, "Excluded Service Contracts") shall not be
terminated by Seller, but shall be assigned by Seller and assumed by Purchaser,
pursuant to Exhibit "R" as aforesaid. The provisions of this Section 14.3 shall
survive the Closing.

     14.4. Purchaser advises Seller that, effective as of the Closing Date, all
employees of: (a) Seller (or Seller's managing agent) employed at the Building;
and (b) Seller's building services, engineering, cleaning and security
contractor(s) employed at the Building may not be offered the same employment by
Purchaser (or by the property manager to be engaged by Purchaser) under the
current employment contracts, agreements and/or terms and conditions of
employment, including any collective bargaining agreements or other union
contracts. In connection therewith, Purchaser has required that Seller terminate
and Seller has agreed to terminate, effective as of the Closing Date: (i) any
agreements for building services, engineering, cleaning and security services,
including without limitation the Real Estate Management Agreement, dated
February 1, 1995, between 54-55 Street Company and Mendik Management 00 Company,
Inc. ("Mendik"), and the Building Services Agreement, dated March 1, 1995,
between 54-55 Street Company and Building Maintenance Service Corp. ("BMSC")
(the "Cleaning Contract"), or (ii) in the event the Cleaning Contract is not in
effect on the Closing Date, any contractor or employee(s) who is then performing
the cleaning and security services at the Building on the date of this
Agreement; and (iii) all other employees employed at the Building, including
without limitation employees employed at the Building by Seller and/or BMSC
and/or Mendik covered by the 1998 Engineer Agreement between the Realty Advisory
Board on Labor Relations, Incorporated and Local 94-94A-94B, International Union
of Operating Engineers, AFL-CIO ("Local 94"), effective January 1, 1998 to
December 31, 2000 and the 1999 Commercial Building Agreement between Local
32B-32J, Service Employees International Union, AFL-CIO ("Local 32B-32J") and
the Realty Advisory Board on Labor Relations, Inc., effective January 1, 1998 to
December 31, 2000 (together, the "Union Contracts"). Purchaser acknowledges that
Seller may incur liability for severance payments, termination pay, other
benefits (including, without limitation, welfare fund, pension fund, training
fund, annuity fund and legal fund payments) and/or other amounts due to any
employee, union or pension fund arising out of or relating to the termination of
the employees employed at the Building covered by the Union Contracts
(including, without limitation, any amounts due and/or payable to a
multi-employer pension plan for withdrawal liability under the Employee
Retirement Income Security Act and the Multiemployer Pension Plan Amendments Act
of 1980) and/or for the reimbursement of such amounts payable by BMSC and/or
Mendik to the employees employed at the Building covered by the Union Contracts
(collectively, "Termination Payments") as a result of the termination by Seller
and/or BMSC and/or Mendik of (A) those employees who are covered by the Union
Contracts and whose names are set forth on Exhibit M-2 annexed hereto and (B)
any new persons hired prior to the Closing Date to replace any of the persons
described in clause (A); provided, however, that Purchaser shall have no
obligation under this Section 14.4 in respect of any person who (x) was so
replaced (the persons described in clauses (A) and (B), other than any person
who was replaced as described in clause (B), are collectively called the "Union
Employees"); or (y) is not a Union Employee. Purchaser agrees that it shall be
liable for the payment of all such Termination Payments (including, without
limitation, all penalties and interest, if any) which are or may become due and
owing and hereby agrees to indemnify, defend and hold harmless Seller and
Seller's Principal(s) from and against all such Termination Payments and all
other claims, actions, proceedings, awards, losses, costs, damages, liabilities
and expenses (including, without limitation, reasonable attorneys' fees and
disbursements, including on appeal) incurred by Seller or Seller's Principal(s),
including without limitation any of the same arising from or by reason of any
claim made by any Union Employee, Local 94, Local 32B-32J, BMSC, Mendik and/or
any other contractor of Seller performing services of the type covered by the
Cleaning Contract (if the Cleaning Contract is not in effect on the Closing
Date), in each case relating to or arising out of the termination of the Union
Employees, Purchaser's and/or Seller's failure to pay any Termination Payments
as and when due and payable, Purchaser's failure to hire any or all of the Union
Employees and/or Purchaser's failure to assume or become subject to the Union
Contracts. Purchaser shall defend all such claims, actions and proceedings with
counsel selected by Purchaser with the approval of Seller, which approval shall
not be unreasonably withheld or delayed, and Seller shall have the right to
fully participate in the defense of any or all claims, at its option, with
counsel selected by Seller at Seller's expense; provided, u, that Purchaser
shall have full control of any negotiations with any employees and/or unions
concerning hiring by and/or continuation of employment with Purchaser of any
employees at the Building and the amount of any Termination Payments to be paid
to Union Employees who are not hired by and/or offered continued employment with
Purchaser, and Seller shall have no right to participate in such negotiations;
provided, further, however, that Seller shall have the right to participate in
such negotiations in the event any claims, actions or proceedings referred to
herein are initiated against Seller or Seller's Principals and such negotiations
relate to said claims, actions or proceedings.

     14.5. Within 5 business days after the execution and delivery of this
Agreement, Purchaser shall give Mendik notice of the termination of the Mendik
Agreement, effective upon the later of (a) the Closing and (b) the earliest date
permitted under the Mendik Management Agreement for such termination, in which
case, if the Closing Date shall occur before the earliest date permitted for
such termination, Purchaser shall remain obligated to pay all management fees
and expenses payable thereunder to Mendik, for the period from the Closing to
the date of termination of the Mendik Agreement. The provisions of this Section
14.5 shall survive the Closing.

     SECTION 15.  BROKER.
                  ------

     15.1. Each of Seller and Purchaser represents and warrants to the other
that it has dealt with no broker, finder or other person who is entitled, by
reason of dealing with the indemnifying party, to any fee, commission or other
similar compensation in connection with the transaction contemplated by this
Agreement other than Cushman & Wakefield, Inc. (the "Broker") Seller represents
and warrants that it shall be solely responsible for the payment of any and all
fees, commissions or other compensation due to the Broker in connection with
this transaction pursuant to a separate agreement previously entered into
between Seller and Broker.

     15.2. Purchaser shall indemnify, defend and hold harmless Seller, its
agents, employees and representatives from and against any and all losses,
costs, liabilities, claims, damages or expenses (including, without limitation,
reasonable attorneys' fees and costs) arising out of the breach of Purchaser's
representations or warranties contained in this Section 15.

     15.3. Seller shall indemnify, defend and hold harmless Purchaser, its
agents, employees and representatives from and against any and all losses,
costs, liabilities, claims, damages or expenses (including, without limitation,
reasonable attorneys' fees and costs) arising out of the breach of Seller's
representations or warranties contained in this Section 15.

     15.4. The representations, warranties and indemnities contained in this
Section 15 shall survive the Closing or, if the Closing does not occur, the
termination of this Agreement, for a period of nine (9) months.

     SECTION 16. NOTICES.
                 -------

     16.1. All notices under this Agreement shall be in writing, shall refer to
this Agreement and shall be (a) delivered personally, (b) sent by registered or
certified mail, postage prepaid, return receipt requested, or (c) sent by a
nationally recognized overnight courier. Notices shall be deemed given on the
first business day on or after receipt or refusal thereof. Except as otherwise
expressly provided in this Agreement, all notices shall be given in accordance
with the above as follows:

         If to Seller:

         Myron A. Minskoff
         c/o Myron A. Minskoff, Inc.
         1350 Avenue of Americas, 23rd Floor
         New York, New York 10019
         Attention:      Robb Aley Allan

         Marjorie Minskoff Schleifer
         c/o Minskoff Grant Realty & Management Corp.
         1350 Avenue of Americas, 32nd Floor
         New York, New York 10019
         Attention:      Jean Minskoff Grant

         Estate of Jerome Minskoff
         c/o United States Trust Company of New York,
         Co-Executor
         114 West 47th Street
         New York, New York 10036
         Attention:       Steven Scott Kirkpatrick

         and

         c/o Michael Breede, Esq.
         Rogers & Wells
         200 Park Avenue, 54th Floor
         New York, New York 10 166

         with a copy to:

         Gibson, Dunn & Crutcher LLP
         200 Park Avenue
         New York, New York 10 166
         Attention:      Andrew H. Levy, Esq.
         Telephone No.:  212-351-4037
         Fax No.:        212-351-4035

         If to Purchaser:

         c/o Reckson Associates Realty Corp.
         10 East 50th Street
         New York, New York 10022
         Attention:      Philip M. Waterman III
         Jason Barnett, Esq.
         Telephone No.:  212-715-6522
         Fax No.:        212-715-6535

         with a copy to:

         Fried, Frank Harris Shriver & Jacobson
         One New York Plaza
         New York, New York 10004-1980
         Attention:      Joshua Mermelstein, Esq.
         Telephone No.:  212-859-8137
         Fax No.:        212-859-4000

     16.2. Any counsel designated above or any replacement counsel which may be
designated by Purchaser and/or Seller by written notice to the other party is
hereby authorized to give notices hereunder on behalf of its respective client.

     SECTION 17. LIMITATION ON SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
                 ---------------------------------------------------------
OBLIGATIONS.
-----------

     17.1. Except as expressly set forth herein to the contrary, no
representations, warranties or obligations of Seller or Purchaser set forth in
this Agreement shall survive the Closing or earlier termination of this
Agreement.

     17.2. The delivery of the Deed by Seller and the acceptance thereof by
Purchaser and the delivery by Purchaser of the consideration required of
Purchaser to Seller hereunder shall be deemed the full performance and discharge
of every obligation on the part of such party to be performed hereunder, except
those obligations of Seller and Purchaser, respectively, which are expressly
stated in this Agreement to survive the Closing.

     SECTION 18. PROHIBITION OF RECORDING.
                 ------------------------

     Neither Seller nor Purchaser shall record, or arrange to record, this
Agreement or any memorandum thereof with any filing office in any jurisdiction.

     SECTION 19. MISCELLANEOUS.
                 -------------

     19.1. Purchaser shall not sell, assign, convey or otherwise transfer all or
any portion of its rights or interest under this Agreement without the prior
written consent of Seller, which consent may be arbitrarily withheld by Seller
for any reason or no reason, provided, however, that Purchaser shall be
permitted to assign its rights under this Agreement without the consent of
Seller only at and conditioned upon the Closing to an Affiliate of the
Purchaser. Affiliate shall mean an entity which is owned, directly or
indirectly, at least 5 1 % by the Purchaser. If said assignee does not have a
net worth of at least $500 million dollars then Purchaser shall deliver to
Seller at the Closing an unconditional, primary guarantee from Purchaser or an
Affiliate of Purchaser which has a net worth of at least $500 million dollars,
in form satisfactory to Seller ("Guarantor"), with respect to all post-closing
obligations of said assignee. At the Closing, Purchaser shall provide a current
balance sheet or other evidence reasonably satisfactory to Seller, certified in
writing by Purchaser, which establishes that assignee's or Guarantor's net
worth, as the case may be, is at least $500 million dollars.

     19.2. This Agreement shall be governed solely by, and construed solely in
accordance with, the internal laws of the State of New York.

     19.3. The captions contained in this Agreement were inserted for
convenience of reference only and shall in no way define, describe or limit the
scope or intent of this Agreement or any of the provisions hereof.

     19.4. This Agreement shall be binding upon, and shall inure to the benefit
of, the successors and permitted assigns of the parties hereto.

     19.5. Time shall be of the essence as to each party's performance of all of
its obligations under this Agreement; provided, however, that neither party
shall be deemed in breach of its obligations hereunder (other than those
contained in Section 2 or those required to be performed at the Closing) if such
party shall fully perform its obligations within two (2) business days of the
date otherwise specified for performance.

     19.6. Nothing contained in this Agreement is intended to confer upon any
person, other than the parties hereto and their respective successors and
permitted assigns, any rights, remedies, obligations or liabilities under, or by
reason of, this Agreement.

     19.7. This Agreement is a contract for the sale of the Premises only and is
not intended to be, and should not be construed as, an agreement of lease for
the Premises, an installment sales contract, or a contract for deed.

     19.8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument, with the same effect as if each party had executed all
counterparts.

     19.9. The parties agree that prior to the Closing Date no party nor any
Affiliate shall, with respect to this Agreement and the transactions
contemplated hereby, contact or conduct negotiations with public officials, make
any public pronouncements, issue press releases or otherwise furnish information
regarding this Agreement or the transactions contemplated hereby to any third
party (other than Broker, attorneys, accountants, prospective title insurers or
any lending institution having a lien or intending to have a lien on the
Premises or as required by law), without the consent of the other party, which
consent shall not be unreasonably withheld, delayed or conditioned it being
agreed that the parties may respond to inquiries from the press so long as they
do not disclose any economic or other material terms of this Agreement which
have not been previously disclosed as permitted hereunder.

     19.10. Purchaser agrees that, notwithstanding any contrary provisions of
this Agreement, Purchaser shall look only to the Seller's estate and interest in
the Premises and the holdback provided for in Section 7.6 (to the extent not
released to Seller pursuant to Section 7.6(g) hereof) for the collection of a
judgment (or other judicial process) requiring the payment of money by Seller,
and no other property or assets of the Seller or any direct or indirect partner,
joint venturer, member, officer, or representative or any affiliate thereof,
disclosed or undisclosed (collectively, "Seller's Principal"), shall be subject
to levy, execution or other enforcement procedure for the satisfaction of any
judgment against Seller. Purchaser shall not name any Seller's Principal as a
defendant in any legal action relating to this Agreement. Without limiting the
foregoing, Purchaser shall not look to or make any claim whatsoever against any
proceeds of the Purchase Price (other than any holdbacks or escrows provided for
in this Agreement), any prorations or adjustments which are required to be made
in favor of or paid to Seller by Purchaser after the Closing, or any other
monies released or distributed to or in the possession of the Seller or any
Seller's Principal (including monies released from holdbacks or escrows). The
provisions of this Section 19.10 shall survive the Closing.

     19.11. Submission of drafts of this Agreement for examination or execution
by Purchaser shall not bind Seller in any manner or be construed as an offer to
sell, and no contract or obligation of Seller shall arise until this instrument
is executed and delivered by both Seller and Purchaser and the Downpayment has
been received by the Escrowee.

     19.12. Any sums due after the Closing by either party hereto to the other,
if not paid within thirty (30) days after the obligation to pay arises, shall
bear interest at the lesser of (a) 2% over the Chase prime rate in effect from
time to time in New York City per annum or (b) the maximum rate permitted by law
from the time such obligation arises until payment. The provisions of this
Section 19.12 shall survive the Closing.

     19.13. The parties hereto agree that no part of the Purchase Price shall be
deemed to have been paid by Purchaser for any Personal Property transferred
hereunder. Sales or use taxes, if any, payable by reason of the sale of any of
the Personal Property shall be the sole responsibility of and shall be paid by
Purchaser, and Purchaser shall Indemnify Seller and its Representatives with
respect thereto. The indemnity set forth in the preceding sentence shall survive
Closing.

     19.14. Seller shall in Seller's discretion commence or continue any
proceeding for the reduction of the assessed valuation of the Premises for tax
years prior to, but not including, the New York City fiscal year 1999-2000.
Purchaser shall in Purchaser's discretion commence or continue any proceeding
for the reduction of the assessed valuation of the Premises for New York City
fiscal year 1999-2000 and all subsequent tax years, provided, however, that the
net refund or credit of taxes, if any, for the 1999-2000 tax year shall be
divided between Seller and Purchaser in accordance with the proportion which the
period covered by such refund or credit in which the Premises was owned by
Seller bears to the entire period covered, after deducting therefrom a pro rata
share of all expenses, including counsel fees, incurred in obtaining such refund
or credit (the allocation of such expenses to be based upon the total refund or
credit obtained in the proceeding and in any other proceeding simultaneously
involved in the trial or settlement). Purchaser shall deliver to Seller, upon
demand, receipted tax bills and canceled checks used in payment of such taxes
and shall execute any and all consents or other documents, and do any act or
thing necessary for the collection of such refund or credit by Seller. With
respect to real estate tax refunds or credits with respect to the Premises
relating to fiscal years prior to the Closing which may be required to be
reimbursed to tenants at the Premises Purchaser and Seller shall enter into an
escrow arrangement in the form attached hereto as Exhibit "Z" and made a part
hereof, on or prior to the Closing Date, for the deposit of such refunds into
escrow pending the payment of such reimbursement to the tenants, and returning
all excess funds to Seller for all years prior to 1999-2000, and for an
equitable apportionment of the excess funds between Seller and Purchaser for the
year 1999-2000. The provisions of this Section 19.4 shall survive the Closing.

     19.15. This Agreement cannot be modified, changed or discharged except by
an agreement in writing, signed by the party or parties against whom enforcement
of such modification, change or discharge is sought (and, in the case of Seller,
which Seller intends to have executed by any two (2) of the "parties of the
first part" of Seller, on behalf of Seller, who have authority to execute such
documents).

     19.16. If Seller intends to make a Unit Election (as defined below), and
provided that Seller and Purchaser are able to agree on the terms (including,
but not limited to, the valuation of units) of the Unit Election as hereinafter
set forth, then immediately prior to the Closing, Seller may transfer the
Premises to a special purpose limited liability company ("SPE") and may
distribute its membership interests in the SPE to the present joint venture
members of Seller, subject to the rights and obligations provided for under this
Agreement. In such a case, (a) this Agreement shall automatically become an
agreement by Purchaser to purchase, and an agreement by the SPE members to sell
or exchange, all of the SPE membership interests for consideration equal to the
Purchase Price consisting of cash and Units, as described and based upon the
terms and conditions set forth herein and (b) Seller shall indemnify and hold
Purchaser harmless (which indemnity shall survive the Closing) from and against
any and all liabilities or obligation of the SPE which accrue prior to the
Closing. Upon written notice (the "Unit Election Notice") given to Purchaser not
less than 10 days prior to the Closing, not more than 20 of the members of
Seller shall have the option to take a portion, but in no event less than
$10,000,000.00 in the aggregate, of the Purchase Price in the form of common
units of Reckson Operating Partnership, L.P. ("Units"); provided, that each of
Seller's members that makes the election to receive a portion of the Purchase
Price in the form of Units (the "Unit Election") shall agree to those
representations, warranties and restrictions as set forth on Schedule "4"
annexed hereto and any other terms which Purchaser shall reasonably require. The
Unit Election Notice shall describe the amount of cash and the Units to be
received by each such member in exchange for its membership interest in the SPE.
If Purchaser and Seller agree to the terms provided for in the Unit Election,
any amendments to this Agreement as may be necessary to permit the Unit Election
and to permit the members of Seller to receive such Units shall be made without
any increase in the respective obligations or liabilities or any decrease in the
respective rights of the parties (except as may be required hereunder to permits
the Units to be used as consideration for the sale). Such amendments may
include, without limitation, at Seller's option, Seller's appointment of an
administrator or custodian to receive and disburse, on behalf of all SPE
members, the balance of the Purchase Price and all prorations, adjustments and
refunds which are payable after the Closing. If Purchaser and Seller do not, on
or before the Closing Date, agree, in each party's sole discretion, to the terms
provided for in the Unit Election, then the Unit Election shall be deemed null
and void, Seller shall not transfer the Premises to the SPE and Seller and
Purchaser shall proceed with the sale of the Premises in accordance with this
Agreement as if the Unit Election Notice had never been given. It is expressly
acknowledged and agreed that if, for any reason or no reason, the Unit Election
does not occur, or if the Unit Election has occurred but if for any reason any
SPE member who was to receive Units in accordance with the Unit Election does
not accept the Units, this Agreement shall remain in full force and effect and
the parties' obligations to each other shall not be affected thereby. In such
latter case, the portion of the Purchase Price allocated to the Units that are
not accepted shall be paid in cash at the Closing. The parties intend that any
exchange of SPE membership interests for Units qualify as a tax-free exchange
under Section 721 of the Internal Revenue Code. In no event shall any transfer
of the Premises by Seller to an SPE or any resulting transfer of this Agreement,
operate to release Seller from any and all obligations or liabilities under this
Agreement.

     19.17. Other than that certain confidentiality letter, dated as of August
24, 1999, from Purchaser to Seller and to Cushman & Wakefield, Inc. (the
"Confidentiality Agreement") [but excluding paragraph 5 of the Confidentiality
Agreement, which paragraph 5 is superseded by this Agreement], this Agreement
contains the entire agreement of the parties with respect to the subject matter
hereof, and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not contained herein shall be of any force or
effect, all of the same being superseded, revoked and merged herein.

     19.18. Purchaser acknowledges and agrees that, except as set forth
expressly in this Agreement, Seller does not make any representation or warranty
with respect to the accuracy or completeness of any of material, data and
information (the "Due Diligence Materials") provided by Seller and its
representatives, to Purchaser or its affiliates, that Purchaser has reviewed,
and agrees that Seller shall not have any liability to Purchaser resulting from
the use of or reliance on the Due Diligence Materials. Purchaser agrees that,
except as otherwise expressly set forth in this Agreement, it is responsible for
and is relying solely upon its own due diligence investigations of the Property,
including without limitation, its investigations of any structural, mechanical,
and/or environmental conditions.

     19.19. Purchaser and Seller hereby agree to reasonably cooperate and assist
each other with respect to any post-closing matter (including, without
limitation, providing reasonable access to the records of the Building and the
tenants, and providing information relating to the operation of the Building),
upon the request of the other, so long as the same is without cost or expense to
the requested party (other than DE MINIMIS amounts), and so long as neither the
rights and privileges are reduced, nor the obligations or liabilities increased,
of the requested party.

<PAGE>

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

SELLER:                                54-55 STREET COMPANY

Federal Employer Identification        By:/s/ Myron A. Minskoff
                                          ------------------------------------
Number #   B-13-1891134-5                 Myron A. Minskoff, Partner


                                       By:/s/ Marjorie Minskoff Schleifer
                                          ------------------------------------
                                          Marjorie Minskoff Schleifer, Partner


                                       By: Estate of Jerome Minskoff, Partner


                                           By:/s/ Patricia Minskoff
                                              --------------------------------
                                              Patricia Minskoff, Co-Executor

                                           By: The United States Trust Company
                                                 of New York, Co-Executor


                                               By:/s/ Steven Scott Kirkpatrick
                                                  ----------------------------
                                                  Steven Scott Kirkpatrick
                                                  Vice President


PURCHASER:                             RECKSON OPERATING PARTNERSHIP, L.P.

Federal Employer Identification        By: Reckson Associates Realty Corp., its
Number #    11-3233647                     General Partner


                                       By:/s/ Jason Barnett
                                          -------------------------------------
                                          Name:   Jason Barnett
                                          Title:  Executive Vice President

THE UNDERSIGNED JOINS IN THE EXECUTION HEREOF SOLELY FOR THE PURPOSE OF AGREEING
TO ACT AS "ESCROWEE" PURSUANT TO THE PROVISIONS OF THIS AGREEMENT RELATING TO
THE ESCROW OF THE ESCROW FUNDS.

GIBSON, DUNN & CRUTCHER LLP


By:/s/ Richard M. Ross
   ------------------------
   Name:  Richard M. Ross

THE UNDERSIGNED JOINS IN THE EXECUTION HEREOF SOLELY FOR THE PURPOSE OF AGREEING
TO ACT AS "WARRANTIES HOLDBACK ESCROWEE" AND "CHASE HOLDBACK ESCROWEE",
RESPECTIVELY, PURSUANT TO THE TERMS OF THIS AGREEMENT RELATING TO THE ESCROW OF
THE WARRANTIES HOLDBACK FUNDS AND THE CHASE HOLDBACK FUNDS.

FRIED FRANK HARRIS SHRIVER & JACOBSON


By:/s/ Eric Feuerstein
   ------------------------
   Name:  Eric Feuerstein