EXECUTION COPY

                                                                    EXHIBIT 10.1

                             RESTRUCTURING AGREEMENT

                                 (RSVP HOLDINGS)

         THIS RESTRUCTURING AGREEMENT (this "Agreement"), is dated as of April
29, 2003, by and among RSVP Holdings, LLC, a Delaware limited liability company
("Holdings"), RSI Fund Management LLC, a Delaware limited liability company
("RSI Management"), New World Realty, LLC, a Delaware limited liability company
("NW"), New World Realty Management, LLC, a Delaware limited liability company
("NWM"), Reckson Asset Partners, LLC, a Delaware limited liability company
("RAP"), Reckson Strategic Venture Partners, LLC, a Delaware limited liability
company ("RSVP") and Frontline Capital Group, a Delaware corporation
("Frontline").

                                    RECITALS

         A. Holdings was formed as a limited liability company under the
Delaware Limited Liability Company Act on February 26, 1998;

         B. RSI Management and NW entered into the Limited Liability Company
Agreement of Holdings, dated as of February 26, 1998 (the "LLC Agreement");

         C. Paine Webber Real Estate Securities, LLC, Stratum Realty Fund, L.P.
and Holdings entered into the Limited Liability Company Agreement of RSVP dated
as of March 5, 1998 (the "RSVP LLC Agreement");

         D. ROP and RSVP entered into the Limited Liability Company Agreement of
RAP, dated as of March 5, 1998 (the "RAP LLC Agreement");

         E. The only members in Holdings as of the date of this Agreement are
RSI Management and NW, although RSVP Management Partners, LLC has a subordinated
financial interest in Holdings;

         F. Concurrently on the date hereof, the UBS Restructuring Agreement has
been entered into to effectuate, among other things, the purchase of the Class A
membership interests of RSVP by Holdings; and

         G. The parties to this Agreement have agreed to restructure certain
agreements with respect to Holdings, RAP and RSVP and the rights and obligations
of the members in connection therewith, as more particularly set forth herein,
which shall provide, among other things, that NWM shall be appointed as the
asset manager of the assets and investments of RSVP and RAP in the Platforms and
RSI Management shall be appointed as sole managing member of Holdings, that the
existing Class A membership interests in RSVP shall be purchased and
subsequently retired on the Effective Date, and the RSVP LLC Agreement shall,
and the RAP LLC Agreement may, be amended and restated to give effect to the
transactions contemplated by this Agreement and the other Related Documents. The
LLC Agreement shall be amended and restated to, among other things, be
consistent with the foregoing.



<PAGE>

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. DEFINED TERMS. All capitalized terms used herein are defined herein
or otherwise set forth on Schedule 1 annexed hereto.

         2. EFFECTIVENESS. (a) The effectiveness of the terms and provisions of
this Agreement and each of the other Related Documents is subject to (i) the
execution and delivery of this Agreement and each of the other Related Documents
by each of the parties hereto and thereto, and (ii) the Effective Date occurring
on or prior to August 15, 2003, subject to extension or re-extension by RSI
Management of the Effective Date, in its sole discretion, until not later than
October 14, 2003 and provided that such date may be further extended by the
mutual agreement of RSI Management and NW, in their respective sole discretion
(such date, as may be so extended, the "Termination Date"). If the Effective
Date does not occur on or prior to the Termination Date, then this Agreement and
each of the other Related Documents shall be null and void ab initio, without
prejudice to the rights of any of the parties to this Agreement.

                  (b) Notwithstanding any provision in this Agreement or in any
of the other Related Documents to the contrary, the consent of NW to the UBS
Restructuring Agreement and the transactions contemplated thereunder is
expressly conditioned upon the execution, delivery and effectiveness of this
Agreement and each of the other Related Documents and such consent by NW to the
UBS Restructuring Agreement and the transactions contemplated thereunder shall
become except as expressly provided by such consent with respect to Paragraph 3
and Paragraph 6(d) of the UBS Restructuring Agreement, effective only upon and
concurrently with the closing of the purchase and sale of the membership
interests in RSVP pursuant to the terms of the UBS Restructuring Agreement and,
except as expressly provided by such consent with respect to Paragraph 3 and
Paragraph 6(d) of the UBS Restructuring Agreement, in no case shall such consent
be construed as having been deemed given or made by NW in whole or in part prior
to the foregoing events occurring.

         3. DELIVERIES. Simultaneously with the execution and delivery of this
Agreement, each of the parties hereto shall execute, if applicable, and deliver
each of the following agreements, documents or instruments, to which such party
is a signatory in any capacity (together with this Agreement, collectively, the
"Related Documents"):

            3.1  the Management Agreement in the form attached hereto as
Exhibit I (the "Management Agreement");


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<PAGE>

            3.2  the amendment and restatement of the LLC Agreement in the form
attached  hereto as  Exhibit II (the "Amended LLC Agreement");

            3.3 the amendment and restatement of the RSVP LLC Agreement (the
"Amended RSVP LLC Agreement");

            3.4 (x) deliver the RAP LLC Agreement and (y) if and to the extent
amended on or prior to the Effective Date, execute and deliver the amended RAP
LLC Agreement (the "Amended RAP LLC Agreement"); and

            3.5 The Agreement of Release in the form attached hereto as Exhibit
III (the "Mutual Release").

         4. OTHER RESTRUCTURING TRANSACTIONS. On the Effective Date, the rights
and obligations of each of the parties to the employment agreements and letter
agreements identified on Exhibit IV attached hereto and each other agreement,
instrument or document in existence as of the date hereof directly relating to
the respective terms of employment of SBL and/or SHS with the Company, Reckson
Operating Partnership, L.P. or any of their respective Affiliates other than any
agreements, rights and claims that expressly survive in accordance with this
Section 4, and Section 2(b) of the Mutual Release or any other Related Document
shall be terminated without any further action by any party to such employment
arrangements; provided that, (i) the rights of each of SBL and SHS under Section
9.1(b) (regarding the right to indemnification) of their respective employment
agreements listed on Exhibit IV shall remain in full force and effect with
respect to actions taken on or prior to the Effective Date and (ii) the rights,
if any, of each of SBL, SHS and their respective affiliates, including their
respective beneficiaries and heirs, for the items listed on Schedule 2 attached
hereto under the benefit plans and other benefit programs set forth on Schedule
2 will continue only to the extent the benefits under such benefit plans or
programs would have continued in the ordinary course of business for any other
employee of RSVP whose employment was severed as of the Effective Date; it being
agreed that the parties shall each use commercially reasonable efforts to
transfer the benefit plans, programs and other benefits listed on Schedule 2 as
soon as practicable on or after the Effective Date.

         5. REPRESENTATIONS AND WARRANTIES. Each of the parties to this
Agreement hereby represent and warrant as of the date of this Agreement and as
of and with full force and effect on the Effective Date, solely with respect to
itself (except as to Section 5.2(ii)), as follows:

            5.1 Organization. Such party is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization and has
the full power and authority to enter into and perform its obligations under
each of the Related Documents, to which it is a party and the transactions
contemplated hereby and thereby. The execution, delivery and performance by such
party of each of the Related Documents to which it is a party, and the
consummation of the transactions contemplated hereby and thereby have been duly



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<PAGE>

authorized by the appropriate governing bodies of such party and are valid and
binding obligations of such party, enforceable against such party in accordance
with their terms, and with respect to all parties, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting the rights of creditors generally (except Frontline), and by
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought at law
or in equity).

            5.2 Consents.

                     (i) All Consents needed to execute and deliver the Related
            Documents to which it is a party and to consummate the transactions
            contemplated hereby and thereby, have been obtained and there is no
            other Consent of, or filing or notification to, any government or
            governmental agency or authority or any other person or entity which
            is required to be made or obtained by such party to permit such
            party to do any of the foregoing. All such Consents are valid and in
            full force and effect. No material violations exist or have been
            recorded in respect of any Consent. No proceeding is pending or, to
            the best knowledge of such party, threatened, looking toward the
            revocation, nullification or limitation of any such Consent and to
            the best knowledge of such party, there is no basis or grounds for
            any such revocation, nullification or limitation.

                     (ii) Subject to the provisions of Section 5.2 (iii), each
            of Frontline and RSI Management further represent and warrant as of
            the date of this Agreement and as of and with full force and effect
            on the Effective Date, that all approvals of the bankruptcy court in
            the matter of Frontline have been obtained and no other Consent of
            such bankruptcy court with respect to Frontline is required in order
            for Frontline to consummate the transactions contemplated by this
            Agreement and the other Related Documents or the UBS Restructuring
            Agreement.

                     (iii) Notwithstanding any provision of this Agreement to
            the contrary, the sole and exclusive remedy of any party hereto with
            respect to any breach, default or inaccuracy of the representation
            and warranty of Frontline or RSI Management under Section 5.2 (ii)
            shall be limited to the actual, direct third-party costs and
            expenses incurred and actually paid by such party as a result of
            such breach, default or inaccuracy.

            5.3 No Conflict. The execution and delivery by such party of this
Agreement and each of the other Related Documents to which it is a party, and
the performance and the consummation of the transactions contemplated hereby and
thereby by such party will not, directly or indirectly: (i) result in or violate
the organizational documents of such party; (ii) to such party's knowledge,
materially violate or conflict with, or result in a breach of any of the terms



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or provisions of, or constitute a default under any material contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which such party is a party (except for that certain guarantee
with respect to the mortgage indebtedness owed to CIBC relating to the Catskills
Platforms and such other conflicts as to which the other party has actual
knowledge, if any); or (iii) result in any material violation of any applicable
law, rule, regulation, judgment, order or decree of any government or
governmental agency or authority or any court, tribunal or arbitrator(s) of
competent jurisdiction, or any governmental or non-governmental self-regulatory
organization, agency or authority having jurisdiction over such party; or (iv)
require any consent, approval, action, filing or notice under any provision of
any material law, statute, rule or regulation applicable to such party.

         6. MISCELLANEOUS.

            6.1 Execution in Counterparts; Binding Effect. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
copy and all of which together shall be considered one and the same agreement,
and shall become a binding agreement when one or more counterparts have been
signed by each party and delivered to the other parties. A facsimile, telecopy
or other reproduction of this Agreement may be executed by one or more parties
hereto, and an executed copy of this Agreement may be delivered by one or more
parties hereto by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party can be
seen, and such execution and delivery shall be considered valid, binding and
effective for all purposes as of the date first written above.

            6.2 Governing Law. This Agreement shall be governed exclusively by,
and construed and enforced in accordance with, the internal laws of the State of
New York, without giving effect to the conflicts-of-law provisions thereof.

            6.3 Notices. All notices and other communications hereunder shall be
effective upon receipt and shall be in writing and personally delivered or
mailed by Federal Express or another nationally recognized overnight courier, to
the address specified by such party under its signature hereon or such other
address specified by a notice to each other party to this Agreement.

            6.4 Expenses. Except as specifically provided in Section 6.8 of this
Agreement and that Agreement of Certain Matters Among the Members of Holdings
executed contemporaneously herewith, the parties shall each be responsible for
their own legal expenses and the cost of their consultants, and experts in
connection with the negotiation and execution of this Agreement and the other
Related Documents.

            6.5 Titles and Headings. Titles are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.



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<PAGE>

            6.6 Successors and Assigns. This Agreement shall inure to the
benefit of each party to this Agreement and their respective successors and
assigns, and shall be binding upon each party to this Agreement and their
respective heirs, executors, administrators, trustees, successors and assigns;
provided, however, that no party to this Agreement may assign any rights or
delegate any of the obligations created under this Agreement without the prior
written consent of each other party to this Agreement, which consent may be
withheld at the sole and absolute discretion of such other parties.

            6.7 Entire Agreement. This Agreement, including the Exhibits and
Schedules hereto, represents the entire agreement and understanding of the
parties with reference to the transactions set forth herein and supercedes all
prior negotiations, discussions, correspondence, communications, understandings
and agreements between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are merged into
this Agreement. Without limiting the generality of the forgoing, no presumption,
effect or consideration shall be accorded to any prior draft of this Agreement
(or any part thereof) in the interpretation of the terms and provisions of this
Agreement or the intent of the parties hereto.

            6.8 Legal Fees. In the event of any dispute regarding any of the
provisions of this Agreement, the party which prevails in court, as determined
by the court, shall be entitled to recover its reasonable legal fees and
expenses.

            6.9 Time of Essence. Time shall be of the essence with respect to
any time periods and/or dates set forth herein.

            6.10 Signatures. Facsimile copies of original signatures by any of
the parties shall be deemed to be originals of such signatures.

            6.11 Press Release. No party to this Agreement shall make, or cause
to be made, any press release or public announcement in respect of this
Agreement or the transactions contemplated hereby or otherwise communicate with
any news media without reasonable efforts to provide prior notification to the
other party, and the parties shall consider, in good faith, with regard to the
contents of any such press release or public announcement and work in good faith
as to the timing of the release thereof. Notwithstanding any of the foregoing,
any party may make oral disclosures to securities analysts and the investor
community without restriction; provided that if any such oral disclosure is
required to be embodied in a public filing under the Securities Exchange Act of
1934, as amended, then the disclosures contained in such filing shall be subject
to the parties considering in good faith with regard to the contents of such
public filing and working in good faith as to the timing of such filing except
if such public filing is required to be filed promptly following such oral
disclosure, in which event such party shall be free to file such public filing
free from the restrictions of this Section 6.11.



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            6.12 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.

            6.13 No Third Party Beneficiaries. This Agreement shall be binding
upon and inure solely to the benefit of the parties hereto and their permitted
assigns and nothing herein, express or implied, is intended to or shall confer
upon any other person or party any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.

            6.14 Amendment. This Agreement may not be amended or modified except
by an instrument in writing signed by each party to this Agreement.

            6.15 Conflict. In the event of a conflict between the provisions of
this Agreement and the provisions of the Amended LLC Agreement, the provisions
of this Agreement shall prevail.

            6.16 Waiver. Any party to this Agreement may (a) extend the time for
the performance of any of the obligations or other acts of the other party, (b)
waive any inaccuracies in the representations and warranties of the other party
contained herein or in any document delivered by the other party pursuant hereto
or (c) waive compliance with any of the agreements or conditions of the other
party contained herein. Any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party to be bound thereby. Any
waiver of any term or condition shall not be construed as a waiver of any
subsequent breach or a subsequent waiver of the same term or condition, or a
waiver of any other term or condition, of this Agreement. The failure of any
party to assert any of its rights hereunder shall not constitute a waiver of any
of such rights.

            6.17 Specific Performance. Each of the undersigned acknowledges and
agrees that each of the parties hereto is entering into this Agreement in
reliance on the agreements, obligations and covenants made herein by the other
parties hereto on or prior to the Effective Date, and that any failure or delay
in specific performance of those agreements, obligations and covenants would
result in irreparable harm to the other parties hereto. Each of the undersigned
agrees that if any of the undersigned on or prior to the Effective Date defaults
in the performance of its or their obligations under this Agreement required on



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or prior to the Effective Date, the other parties shall be entitled, in addition
to any other remedies that they may have, to enforce this Agreement on or prior
to the Effective Date by an order or judgment of specific performance in a court
of competent jurisdiction requiring the defaulting party to perform such
obligation under this Agreement. Notwithstanding the immediately two preceding
sentences, nothing contained in this Agreement shall be deemed to limit any
remedy available to a party whether at law or in equity, whether on, prior to or
after the Effective Date.

            6.18 Indemnification.

                     (i) Each party to this Agreement shall, subject to and to
            the extent required by the provisions of this Section 6.18,
            indemnify and hold harmless, each other party hereto, and in each
            such case their respective affiliates, directors, officers,
            employees, partners, members and managers (each, an "Indemnified
            Party" and, collectively, the "Indemnified Parties"), from and
            against and in respect of any and all Damages (as defined in the
            Amended LLC Agreement) suffered or incurred by any of them resulting
            from, arising out of, based on or relating to (x) any breach of any
            representation or warranty (subject to the qualifications set forth
            in Section 5.2(iii) hereof) made by such party in this Agreement; or
            (y) any failure to perform any covenant, agreement or undertaking on
            the part of such party contained in this Agreement.

                     (ii) In order for a party to be entitled to indemnification
            pursuant to this Agreement, the Indemnified Party shall notify the
            party required to provide such indemnification (the "Indemnifying
            Party") in writing of any claim to which it is entitled to
            indemnification within thirty (30) days of the date such party
            receives written notice or otherwise becomes aware of the claim,
            describing in reasonable detail such claim; provided, however, that
            the failure of an Indemnified Party so to notify the Indemnifying
            Party of the claim shall not relieve the Indemnifying Party of its
            obligations under this Agreement except to the extent the
            Indemnifying Party shall have been actually prejudiced as a result
            of such failure; and provided further, that the Indemnifying Party
            shall not be liable for any expenses incurred during the period in
            which the Indemnified Party failed to give such notice. The
            Indemnified Party shall deliver to the Indemnifying Party copies of
            all notices and documents (including court papers) received by the
            Indemnified Party relating the claim along with the notice referred
            to above. If the Indemnifying Party does not object in writing to
            the availability of the indemnity under this Agreement within thirty
            (30) days after receiving such notice, then the claim set forth in
            the notice by such party shall be considered a valid claim under
            this Agreement (a "Valid Claim"), and such Valid Claim shall be
            payable in accordance with this Agreement. In the event the
            Indemnifying Party objects to the availability of the indemnity
            under this Agreement, then the Indemnified Party shall be entitled
            to be paid for the reasonable expenses incurred by the Indemnified
            Party in defense of such claim in the manner and to the extent
            provided in the immediately following sentence. The right of



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            indemnification under this Agreement shall include the right to be
            paid by the Indemnifying Party, in advance or within 15 Business
            Days (as defined in the Amended LLC Agreement) of presentation of
            reasonable supporting documentation, for the reasonable expenses
            incurred by the Indemnified Party, who was, is, or is threatened to
            be made, a named defendant or respondent in an action, suit,
            arbitration, administrative hearing or other proceeding provided
            that the Indemnified Party shall have given a written undertaking to
            reimburse the Indemnifying Party in the event it is subsequently
            determined by a court of competent jurisdiction from which no
            further appeal may be taken or as to which the time for appeal has
            lapsed, that he, she or it is not entitled to such indemnification.

                     (iii) If any Valid Claim arises out of or involves a claim
            or demand made by any person that is not a party to this Agreement
            or the Indemnified Party seeking indemnification (a "Third Party
            Claim"), then the Indemnifying Party shall be entitled to
            participate in, and direct and/or assume the defense of such action
            on behalf of such Indemnified Party, with counsel selected by the
            Indemnifying Party; provided, that such counsel is not reasonably
            objected to by the Indemnified Party. Should the Indemnifying Party
            so elect to assume the defense of a Third Party Claim, the
            Indemnifying Party shall not be liable to the Indemnified Party for
            legal expenses subsequently incurred by the Indemnified Party in
            connection with the defense thereof. If the Indemnifying Party
            assumes such defense, the Indemnified Party shall have the right to
            participate in the defense thereof and to employ counsel, at its own
            expense, separate from the counsel employed by the Indemnifying
            Party, it being understood that the Indemnifying Party shall control
            such defense. Notwithstanding the foregoing, the Indemnifying Party
            shall be liable for the fees and expenses of counsel employed by the
            Indemnified Party for any period during which the Indemnifying Party
            has failed to assume the defense thereof (other than during the
            period prior to the time the Indemnified Party shall have given
            notice of the Third Party Claim as provided above) or if a conflict
            of interest would exist if one counsel represented both the
            Indemnifying Party and the Indemnified Party, in connection with
            such Third Party Claim, then the Indemnified Party may employ
            separate counsel at the expense of the Indemnifying Party, provided
            that such counsel is not reasonably objected to by the Indemnifying
            Party; provided however, it being understood that the Indemnifying
            Party shall not object to the use of Paul, Hastings, Janofsky &
            Walker, LLP, unless Paul, Hastings, Janofsky & Walker, LLP has a
            conflict-of-interest.



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<PAGE>

                     (iv) If the Indemnifying Party so elects to assume the
            defense of any Third Party Claim, the Indemnified Party shall
            cooperate with the Indemnifying Party in the defense or prosecution
            thereof. Such cooperation shall include the retention and (upon the
            Indemnifying Party's request) the provision to the Indemnifying
            Party of records and information which are reasonably relevant to
            such Third Party Claim, and making employees available on a mutually
            convenient basis to provide additional information and explanation
            of any material provided hereunder. Whether or not the Indemnifying
            Party shall have assumed the defense of a Third Party Claim, the
            Indemnified Party shall not admit any liability or make any other
            admission or stipulation with respect to, or settle, compromise or
            discharge, such Third Party Claim without the Indemnifying Party's
            prior written consent (which consent shall not be unreasonably
            withheld, delayed or conditioned). If the Indemnifying Party shall
            have assumed the defense of a Third Party Claim, the Indemnified
            Party shall agree to any settlement, compromise or discharge of a
            Third Party Claim which the Indemnifying Party may recommend and
            which by its terms fully releases the Indemnified Party (without
            cost or obligation) in connection with such Third Party Claim.

            6.19 Tax Covenants

                     (i) NW shall have the unconditional right, but not the
            obligation, to cause Holdings (no later than September 1, 2003) to
            review and approve to amend, for years previously filed, tax returns
            of Holdings and its subsidiaries, if applicable (each, a "New
            Return"), to reflect a recalculation of tax losses for all periods
            on or prior to the Effective Date to NW as a member of Holdings for
            all periods on or prior to the Effective Date. The New Returns shall
            be filed at the sole cost and expense of Holdings. NW and RSI
            Management shall have the right to mutually review and approve, in
            their respective sole discretion, any and all such New Returns prior
            to their filing with the IRS or any state tax authority. NW and RSI
            Management shall each have the right of access to, and to review,
            the applicable company's financial books and records and to all
            applicable tax professionals in connection with this Section 6.19.



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                     (ii) The parties agree that (a) to the extent that Holdings
            does not file the New Returns on or before September 1, 2003, or (b)
            if NW and RSI do not agree on the substance of the New Returns, then
            the Tax Matters member may still file or not file amended returns;
            however NW shall have the unconditional right, but not the
            obligation, to independently file amended tax returns for NW and its
            upstream affiliates with information that may be inconsistent with
            the K-1s distributed by the tax matters partner of Holdings. It is
            hereby agreed that no claim may be asserted against NW on account of
            damages suffered by Holdings and any of their respective affiliates
            in the event NW files such New Returns in good faith, and NW shall
            be held harmless with respect to any Third Party Claims with respect
            thereto.

                     (iii) The rights, obligations and procedures hereunder will
            apply with regard to the allocation of losses of Holdings for 2002
            and that portion of 2003 as it relates to the allocation of losses
            through and including the Effective Date, and such returns will be
            filed on no later than their due dates, as they may be extended.

                     (iv) Each of the undersigned acknowledges and agrees that
            each of the parties hereto is entering into this Agreement in
            reliance on the agreements, obligations and covenants made herein by
            the other parties hereto and that any failure or delay in specific
            performance of those agreements, obligations and covenants would
            result in irreparable harm to the other parties hereto. Each of the
            undersigned agrees that if any of the undersigned defaults in the
            performance of its or their obligations under this Agreement, the
            other parties shall be entitled, in lieu of seeking damages
            therefore, to enforce Section 6.19 of this Agreement by an order or
            judgment of specific performance in a court of competent
            jurisdiction requiring the defaulting party to perform such
            obligation under this Agreement. Notwithstanding the immediately two
            preceding sentences, nothing contained in this Agreement shall be
            deemed to limit any remedy available to a party in equity; however,
            excluding seeking any Damages (other than with respect to the hold
            harmless provision regarding Third Party Claims referenced in the
            second preceding sentence).

                        [SIGNATURES FOLLOW ON NEXT PAGE]



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         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.

                                   RECKSON STRATEGIC VENTURE
                                   PARTNERS, LLC

                                   By:  RSVP Holdings LLC, its Managing
                                        Member, by its Management Committee


                                           ------------------------------
                                           Seth B. Lipsay, as a Management
                                           Committee member and not individually


                                           ------------------------------
                                           Scott Rechler, as a Management
                                           Committee member and not individually


                                           ------------------------------
                                           Steven H. Shepsman, as a Management
                                           Committee member and not individually


                                   Address for Notices:

                                   225 Broadhollow Road
                                   Melville, NY 11747-0983
                                   Attention: Scott Rechler


<PAGE>


                                    RSVP HOLDINGS LLC
                                    By its Management Committee



                                       ------------------------------
                                       Scott Rechler, as a Management
                                       Committee member and not individually


                                       ------------------------------
                                       Seth B. Lipsay, as a Management
                                       Committee member and not individually


                                       ------------------------------
                                       Steven H. Shepsman, as a Management
                                       Committee Member and not individually

                                    Address for Notices:

                                    225 Broadhollow Road
                                    Melville, NY 11747-0983
                                    Attention: Scott Rechler


                                    RSI FUND MANAGEMENT LLC

                                    BY:  Frontline Capital Group, its Member

                                         By:
                                             ----------------------------------
                                             Name: Scott Rechler
                                             Title:   Chief Executive Officer

                                    Address for Notices:

                                    225 Broadhollow Road
                                    Melville, NY 11747-0983
                                    Attention: Scott Rechler



<PAGE>

                             RECKSON ASSET PARTNERS, LLC


                             By:  Reckson Strategic Venture Partners, LLC, a
                                  Member

                                  By:  RSVP Holdings LLC, its Managing
                                       Member, by its Management Committee


                                           ---------------------------
                                           Seth B. Lipsay, as a Management
                                           Committee member and not individually


                                           ---------------------------
                                           Scott Rechler, as a Management
                                           Committee member and not individually


                                           ---------------------------
                                           Steven H. Shepsman, as a Management
                                           Committee member and not individually

                                           Address for Notices:

                                           225 Broadhollow Road
                                           Melville, NY 11747-0983
                                           Attention: Scott Rechler

                                           FRONTLINE CAPITAL GROUP

                                           By:
                                               --------------------------------
                                               Name:    Scott Rechler
                                               Title:   Chief Executive Officer

                                           Address for Notices:

                                           225 Broadhollow Road
                                           Melville, NY 11747-0983
                                           Attention: Scott Rechler


<PAGE>


                                           NEW WORLD REALTY, LLC

                                           By:
                                               --------------------------------
                                               Seth B. Lipsay,
                                               Authorized Signatory

                                           By:
                                               --------------------------------
                                               Steven H. Shepsman,
                                               Authorized Signatory

                                           NEW WORLD REALTY MANAGEMENT, LLC

                                           By:
                                               --------------------------------
                                               Seth B. Lipsay,
                                               Authorized Signatory

                                           By:
                                               --------------------------------
                                               Steven H. Shepsman,
                                               Authorized Signatory

                                           Address for Notices for NW and NWM:

                                           Prior to May 31, 2003, to:

                                           333 Earle Ovington Blvd.
                                           Suite 1030
                                           Uniondale, NY  11553

                                           After May 31, 2003, to:

                                           60 Cuttermill Road
                                           Suite 612
                                           Great Neck, NY 11021

                                           And in all cases, with a copy to:

                                           Paul, Hastings, Janofsky & Walker LLP
                                           75 East 55th Street
                                           New York, NY 10022
                                           Attn: Frank Cannone, Esq.


<PAGE>


                               Acknowledged and confirmed solely with respect to
                               Section 4 hereof:



                               -----------------------------------
                               Seth B. Lipsay, Individually



                               Acknowledged and confirmed solely with respect to
                               Section 4 hereof:



                               -----------------------------------
                               Steven H. Shepsman, Individually


<PAGE>

                                   SCHEDULE 1
                                   ----------

                                  DEFINED TERMS
                                  -------------

--------------------------------------------------------------------------------
Amended LLC Agreement   As defined in Section 3 of this Agreement.
--------------------------------------------------------------------------------

Consents                All consents, authorizations, variances, exemptions,
                        qualifications, filings, declarations, registrations,
                        approvals, licenses, certificates or permits from any
                        governmental authority or other party or entity.
--------------------------------------------------------------------------------
Effective Date          The date of the closing of the purchase and sale
                        of membership interests in Reckson Strategic Venture
                        Partners, LLC pursuant to the terms and conditions of
                        the UBS Restructuring Agreement.
--------------------------------------------------------------------------------
Frontline               As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------
Holdings                As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------
LLC Agreement           As defined in the Recitals of this Agreement.
--------------------------------------------------------------------------------
Management Agreement    As defined in Section 3 of this Agreement.
--------------------------------------------------------------------------------
Mutual Release          As defined in Section 3 of this Agreement.
--------------------------------------------------------------------------------
NW                      As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------
NWM                     As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------
Platform                Means a specific business sector, defined by property
                        type and use, within the general category of debt or
                        equity investments made by RSVP relating to the
                        ownership of real property or the operation thereof.
--------------------------------------------------------------------------------
RAP                     As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------
Related Documents       As defined in Section 3 of this Agreement.
--------------------------------------------------------------------------------
ROP                     Reckson Operating Partnership, LLC
--------------------------------------------------------------------------------
RSI Management          As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------
RSVP                    As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------




<PAGE>


--------------------------------------------------------------------------------
SBL                     Seth B. Lipsay.
--------------------------------------------------------------------------------
SHS                     Steven H. Shepsman.
--------------------------------------------------------------------------------
Tax Loans               The loans by Frontline Capital Group (f/k/a Reckson
                        Service Industries, Inc.) to each of SBL and SHS
                        pursuant to Section 8 of those certain Restricted
                        Stock Grant, Pledge and Loan Agreements, each dated as
                        of March 9, 1998.
--------------------------------------------------------------------------------
UBS Restructuring       The Restructuring Agreement by and among Reckson
Agreement               Strategic Venture Partners, LLC, a Delaware limited
                        liability company, RSVP Holdings LLC, a Delaware
                        limited liability company, Reckson Asset Partners LLC,
                        a Delaware limited liability company, UBS Warburg Real
                        Estate Securities Inc., a Delaware corporation, and
                        Stratum Realty Fund, L.P., a Delaware limited
                        partnership, dated as of the date hereof attached
                        hereto as Exhibit V.
--------------------------------------------------------------------------------


<PAGE>




                                   SCHEDULE 2
                                   ----------

                              Certain Listed Items
                              --------------------

                 1. Section 125 Cafeteria Plan

                 2. Medical Insurance (family coverage)

                 3. Group Term Life Insurance

                 4. 401(k) Plan (no match)

                 5. Short Term Disability

                 6. Long Term Disability

                 7. Supplemental Life Insurance (approximately $9,000,000)

                 8. Accrued and unused vacation, not to exceed 5 weeks vacation


<PAGE>




                                    Exhibit I
                                    ---------

                          Form of Management Agreement


<PAGE>




                                   Exhibit II
                                   ----------

                          Form of Amended LLC Agreement


<PAGE>


                                   Exhibit III
                                   -----------

                             Form of Mutual Release


<PAGE>



                                   Exhibit IV
                                   ----------

               List of Employment Agreements and Letter Agreements

1.       Employment Agreement, entered into as of February 26, 1998, by and
         between RSVP Holdings, LLC and Seth B. Lipsay.

2.       Employment Agreement, entered into as of February 26, 1998, by and
         between RSVP Holdings, LLC and Steven H. Shepsman.

3.       Letter Agreement regarding Issuance of Restricted Stock, dated February
         26, 1998, by and among RSVP Holdings, LLC, Seth B. Lipsay and Steven H.
         Shepsman.

4.       Letter Agreement regarding Certain Issuance of Restricted Stock, dated
         February 26, 1998, by and among Reckson Services Industries Inc., Seth
         B. Lipsay and Steven H. Shepsman.

5.       Letter Agreement regarding Certain Issuance of Restricted Stock, dated
         February 26, 1998, by and among Reckson Operating Partnership, L.P.,
         Seth B. Lipsay and Steven H. Shepsman.

6.       Letter Agreement regarding Certain Employment Agreement Obligations,
         dated February 26, 1998, by and among Reckson Operating Partnership,
         L.P., Seth B. Lipsay and Steven H. Shepsman.

7.       Letter Agreement regarding Certain Employment Agreement Obligations,
         dated February 26, 1998, by and among Reckson Services Industries Inc.,
         Seth B. Lipsay and Steven H. Shepsman.

8.       Letter Agreement regarding RSVP Holdings, LLC, dated February 26, 1998,
         by and among Reckson Services Industries Inc., Seth B. Lipsay, Steven
         H. Shepsman and New World Realty, LLC.

9.       Letter Agreement regarding RSVP Holdings, LLC, dated February 26, 1998,
         by and among Reckson Associates Realty Corp., Reckson Operating
         Partnership, L.P., Seth B. Lipsay, Steven H. Shepsman, New World
         Realty, LLC and RSI Fund Management LLC.


<PAGE>


                                    Exhibit V
                                    ---------

                           UBS Restructuring Agreement