EXHIBIT 10.38

                         RECKSON ASSOCIATES REALTY CORP.

                  SECOND AMENDED AND RESTATED LETTER AGREEMENT

                                                               November 30, 1999

Reckson Service Industries Inc.
10 East 53rd Street
New York, New York 10022

                Re: Second Amended and Restated Credit Agreements

Dear Sirs:

         Reference is made to the Amended and Restated Credit  Agreement,  dated
as of August 4, 1999, between Reckson Service Industries, Inc., as Borrower (the
"Borrower") and Reckson  Operating  Partnership,  L.P., as Lender (the "Lender")
relating to the operations of the Borrower (the "RSI Facility"), and the Amended
and Restated Credit Agreement,  dated as of August 4, 1999, between the Borrower
and the Lender relating to Reckson Strategic Venture Partners LLC (together with
the RSI Facility,  the "Credit  Facilities").  Capitalized terms used herein and
not  otherwise  defined  shall have the  meaning  ascribed  to such terms in the
Credit Facilities.

         You have  advised  us of your  proposal  to  obtain  (i) a $60  million
secured  loan  from  Warburg   Dillon  Read  and  UBS  AG  (or  other   lenders)
substantially  on the  terms  set  forth on the term  sheet  attached  hereto as
Exhibit A (the "Secured $60 million  Loan") and (ii) a $75 million  secured loan
from Reckson Strategic Venture Partners LLC (or other lenders)  substantially on
the terms set forth in the term sheet attached hereto as Exhibit B (the "Secured
$75 million Loan" and,  together with the Secured $60 million Loan, the "Secured
Loans").  You have also advised us of your  proposal to issue up to $200 million
in preferred stock (the "Preferred Stock").

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     1.   Amendments.  We hereby agree to the following amendments to the Credit
          Facilities:

          a.   Section 1.1(b) is hereby amended to add the following definition:
               "Adjusted EBITDA" shall mean, for any fiscal quarter, EBITDA less
               any  amounts  payable  (i) by any  subsidiary  in  respect of the
               Indebtedness of such Subsidiary  (including,  but not limited to,
               Indebtedness of VANTAS  Incorporated  and the Secured $75 million
               Loan) and (ii) by the  Borrower  in  respect of the  Secured  $60
               million Loan.

          b.   The third  sentence  of Section 3.1 of the Credit  Agreements  is
               hereby  amended  by  deleting  the  references  to  "EBITDA"  and
               replacing such references with the term "Adjusted EBITDA."

     2. Consents. We hereby consent to the following:

          a.   The Liens to be granted  under the Secured  Loans shall be deemed
               to be Permitted Liens for purposes of the Credit Facilities.

          b.   In accordance with Section  7.2(c)(iii) of the Credit Facilities,
               the  incurrence of  Indebtedness  under the Secured Loans and the
               payment of interest thereon is hereby approved.

          c.   In  accordance  with  Sections  7.2(d)  and  7.2(e) of the Credit
               Facilities, the filing of one or more Certificates of Designation
               and any amendments thereto in respect of the Preferred Stock, and
               the payment by the  Borrower of  dividends  to the holders of the
               Preferred Stock, is hereby approved.

     3.   Fees. It is understood that a fee equal to shares of common stock, par
          value  $.01  per  share,  of the  Borrower  shall  be  paid to us upon
          delivery of this  letter in  consideration  of the matters  covered in
          this letter.


                            Very truly yours,

                            RECKSON OPERATING PARTNERSHIP, L.P.

                            By: Reckson Associates Realty Corp., general partner


                            By:___________________________________
                                 Name:
                                 Title:

Confirmed and Accepted:
RECKSON SERVICE INDUSTRIES, INC.


By:_________________________
    Name:
    Title: