Exhibit 10.1



                                CONTRACT OF SALE

     THIS  CONTRACT  OF  SALE  (hereafter,  this  "Contract  of  Sale"  or  this
     "Contract")  made as of this 22nd day of May, 2003 by and between  Standard
     Microsystems  Corporation  ("seller"),  having an office at 80 Arkay Drive,
     Hauppauge, N.Y. 11788 and RCG Kennedy Drive, LLC. ("purchaser"),  having an
     office at c/o Reckson  Associates Realty Corp., 225 Broadhollow Road, Suite
     212W, Melville, New York 11747-4883 .

     WHEREAS,  seller desires to sell to the purchaser and purchaser  desires to
     buy from seller certain real property,  with the improvements thereon, (the
     "Premises" as defined in paragraph 1.8 below) upon the terms and conditions
     set forth in this Contract of Sale.

     NOW,  THEREFORE,  in consideration of the terms and conditions set forth in
     this  Contract  of Sale,  and other good and  valuable  consideration,  the
     receipt and  sufficiency of which are hereby  acknowledged,  the seller and
     purchaser agree as follows:

     1.  Definitions.  As used in this Contract,  the following terms shall have
     the definitions set forth below:

     1.1  Closing  Date/  Closing.  The term  "Closing  Date" shall mean May 22,
     2003.The term "Closing" or "closing" shall mean the closing of title to the
     Premises.

     1.2 and 1.3 Intentionally Omitted.

     1.4  Improvements.  The term  "Improvements"  shall mean  those  buildings,
     fixtures  and  appurtenances  situated on and attached to the Land (as such
     term is defined below).

     1.5 Intangible Personal Property.  The term "Intangible  Personal Property"
     shall mean, to the extent assignable,  all of the right, title and interest
     of seller in and to the  following  items:  (i) the Leases (as such term is
     defined below);  (ii) any governmental  permits or licenses with respect to
     the  Premises,  to the extent in seller's  possession,  and (iii) any plans
     owned by seller and in  seller's  possession  relating  the  ownership  and
     operation of the Premises.

     1.6 Land.  The term "Land" shall mean the parcels of real property  situate
     in the Town of Smithtown,  County of Suffolk, State of New York, having the
     street  addresses  of 300 Kennedy  Drive and 350 Kennedy  Drive,  known and
     designated as tax lot numbers 800-185-2-40.3;  800-185-2-45.9; 800-185-2-41
     and more particularly  described on Schedule A annexed hereto and forming a
     part hereof. The sale shall include all right, title and interest,  if any,
     of the  seller in and to any land  lying in the bed of any  public  street,
     road or avenue in front of or adjoining  the  Premises,  to the center line
     thereof

     1.7 Personalty.  The term "Personalty"  shall mean all of the right,  title
     and interest of seller in and to all tangible  personal  property  owned by
     seller as of the Effective  Date located on and affixed or  appurtenant  to
     the Land  and/or  the  Improvements  including,  but not  limited  to,  all
     heating,  ventilating,  plumbing, lighting, electrical and air conditioning
     machinery,   fixtures,   appliances  and  equipment.   Notwithstanding  the
     foregoing  sentence,  seller's  personal  property  which is not affixed or
     appurtenant to the Land and/or Improvements (including, but not limited to,
     seller's furniture,  business equipment and machinery,  and trade fixtures)
     shall not be deemed to be part of the  Personalty.  The parties  agree that
     all right,  title and interest of the seller in any Personalty  transferred
     hereunder shall be deemed  transferred  under the deed of conveyance to the
     Premises  delivered at the closing,  and that no part of the Purchase Price
     shall be deemed to have been paid by the purchaser for the same.

     1.8  Premises.   The  term  the   "Premises"  or  "premises"   shall  mean,
     collectively,  the Land, the Improvements, the Intangible Personal Property
     and the Personalty.

     2. Agreement to Buy and Sell. Seller hereby agrees to sell to purchaser and
     purchaser hereby agrees to buy from seller the Premises, upon the terms and
     conditions set forth in this Contract of Sale.

     3. Intentionally Omitted

     4.  Closing.  On the Closing Date,  subject to the terms and  conditions of
     this Contract of Sale, seller shall sell, transfer,  assign and deliver the
     Premises to purchaser and purchaser shall purchase, acquire and accept from
     seller, the Premises. The closing of title to the Premises shall take place
     on the  Closing  Date in  accordance  with  an  escrow  procedure  mutually
     agreeable to seller and purchaser (including,  without limitation,  closing
     via mail) or at the  offices  of seller or at the  offices  of  purchaser's
     lending institution (if any) at 11:00A.M. on the Closing Date.

     5. Purchase  Price/Escrow  Terms. The purchase price ("Purchase  Price") of
     the   Premises  is  Six  Million  Four   Hundred   Seventy  Five   Thousand
     ($6,475,000.00)  Dollars  payable by direct  electronic  wire  transfer  of
     immediately  available  funds  confirmed  by the seller as  received  in an
     account  designated by the seller (such check or such wire  transfer  being
     hereinafter  referred to as  "Acceptable  Funds").  If the seller  shall so
     request at least two (2)  business  days prior to  closing,  the  purchaser
     shall  deliver,  at the closing,  one or more such checks or wire transfers
     constituting  Acceptable Funds to the order of such parties (other than the
     seller)  and in such  amounts as the seller may  request.  Purchaser  shall
     receive a credit against the amount payable  pursuant to this  subparagraph
     for the aggregate amount of such checks and/or wire transfers.

     6.  Transfer  Taxes.  Seller  shall pay any New York  State  Real  Property
     Transfer  Taxes  ("deed  stamps")  due in  connection  with the sale of the
     Premises to purchaser and the recording of the Deed.

     7.  "Subject  to"  provisions.  The  Premises  shall be sold  and  shall be
     conveyed subject to:

     (i) utility company rights and easements of record to lay, maintain, repair
     and operate wires,  lines,  cables,  pipes, poles, boxes and other fixtures
     and facilities under, in, over and upon the Premises or any portion thereof
     provided same do not interfere  with the use and enjoyment of the developed
     portions of the Premises as commercial/industrial buildings;

     (ii)  leases  and  occupancies  described  on the  Schedule  of Leases  and
     Occupancies   annexed   hereto  and  made  a  part  hereof  as  Schedule  B
     (collectively, the "Leases" and individually, a "Lease");

     (iii)  real  property  taxes,  assessments,  water  rates,  water  frontage
     charges,  water meter charges,  sewer taxes, sewer rent charges,  including
     those that are to become due and payable  after the closing of title to the
     Premises, subject to the apportionment provisions of this Contract;

     (iv) Variations  between the  descriptions of the Premises  annexed to this
     Contract and filed map descriptions;

     (v) Fifty-foot wide setback restrictions shown on filed map #4961;

     (vi)  Agreement  by and between  V.I.P.  Associates  to New York  Telephone
     Company recorded in Liber 9257 cp 369;

     (vii) Electric Easement made by Milnet Realty Corp. to Long Island Lighting
     Company dated December 4, 1967 recorded  December 20, 1967 in Liber 6276 cp
     174

     (viii)  State of facts shown on the survey of the  premises  made by Jerome
     D'Amaro dated August 21, 1984 and updated  through  September 18, 1991;

     (x)  any  and  all  violations  of law  and/or  municipal  or  governmental
     ordinances,  orders or requirements noted in or issued after the expiration
     of the  Feasibility  Period by any federal,  state or  municipal  entity or
     department having jurisdiction over or affecting the Premises and any state
     of facts or conditions  which might,  with the passage of time,  constitute
     such violations (collectively "Violations");

     (xi) Electric Easement recorded in Liber 9240 Page 194;

     (xii) Right of Way  between  purchaser  and seller  over 350 Kennedy  Drive
     (unrecorded)  as shown on Schedule E to this Contract and to be executed by
     the parties at the Closing;

     (xiii) Reservation recited in Liber 6350 Page 348;

     (xiv) Water Easement recorded in Liber 6080 Page 137;

     (xv) Sewer Agreement recorded in Liber 7042 Page 353;

     (xvi) Electric Easement recorded in Liber 6266 Page 51; and

     (xvii) Water Easement recorded in Liber 6276 Page 447.

     8. Representations and Warranties.

     8.1 "As Is"/No Representations. The purchaser acknowledges,  represents and
     warrants to the seller that (i) the purchaser has  inspected,  investigated
     and  examined  the  Premises  and is  fully  satisfied  with  the  physical
     condition of the Premises  including,  but not limited to, the  Personalty;
     (ii) the Leases have been  exhibited to and examined by purchaser  prior to
     execution of this  Contract  and  purchaser is fully aware of the terms and
     conditions of the Leases and the status of the  tenancies  (iii) the seller
     has not  made and does  not  make  any  representation  as to the  physical
     condition of the Premises  (including,  but not limited to the existence of
     any hazardous or non-hazardous  substances  and/or any other  environmental
     matters affecting the Premises),  or the income,  rents, Leases,  expenses,
     operations, value of the Land or the Improvements,  adequacy or fitness for
     use of the Personalty, or any other matter or thing affecting or related to
     the Premises or this transaction that might be pertinent in considering the
     purchase of the Premises or entering into this Contract of Sale,  except as
     may be herein  specifically  set forth in this  Contract  of Sale,  and the
     purchaser hereby expressly  acknowledges that no such  representations have
     been made;  and (iv) the purchaser has inspected the Premises and agrees to
     take the Premises "as is" in such  condition as the same may be on the date
     of the closing of title to the Premises.  The seller is not liable or bound
     in any manner by expressed  or implied  warranties,  guaranties,  promises,
     statements,  representations or information pertaining to the Premises made
     or furnished by any real estate broker, agent, employee,  servant, officer,
     director,  partner,  shareholder or other person representing or purporting
     to  represent  the seller  unless such  warranties,  guaranties,  promises,
     statement,  representations  or information are expressly and  specifically
     set forth herein. All understandings and agreements  heretofore had between
     the  parties  hereto are merged in this  Contract of Sale which alone fully
     and  completely  expresses  their  agreement and the parties agree that the
     Contract has been entered into after full investigation by the purchaser.

     8.2 Notwithstanding the foregoing provisions of paragraph 8.1 above, seller
     hereby  represents  and warrants to purchaser that each of the following is
     true,  accurate and  complete as of the date of this  Contract and shall be
     true, accurate and complete as of the Closing Date:

     (a) Seller is a  corporation  duly  formed,  validly  existing  and in good
     standing under the laws of the State of Delaware. Seller has full power and
     authority to enter into this  Contract and to assume and perform all of its
     obligations hereunder.  The execution and delivery of this Contract and the
     performance by seller of its  obligations  have been duly authorized by all
     requisite corporate action and no further action or approval is required in
     order to  constitute  this  Contract as a valid,  binding  and  enforceable
     obligation of seller.

     (b) To the best of seller's  knowledge,  there are no judgments,  orders or
     decrees  against  seller  unpaid or  unsatisfied  which could  become liens
     against  the  Premises,  nor any  legal  action,  suit or  other  legal  or
     administrative proceeding pending before any court or administrative agency
     which would adversely affect the Premises  including,  without  limitation,
     any condemnation  proceeding and, to the best of seller's knowledge,  there
     are no threatened  legal  actions,  suits or other legal or  administrative
     proceedings  relating to the Premises (including,  without limitation,  any
     condemnation  proceeding)  or any state of facts which could be  reasonably
     expected to result in any such action, suit or other proceeding.

     (c) To the best of seller's  knowledge,  the execution and delivery of this
     Contract  by  seller  and the  performance  by  seller  of its  obligations
     hereunder  do not  conflict  with  or  violate  any  law,  rule,  judgment,
     regulation,  order, writ, injunction or decree of any court or governmental
     or quasi  governmental  entity with  jurisdiction  over  seller  including,
     without limitation, the United States of America, the state of New York, or
     any political  subdivision of the  foregoing,  or any decision or ruling of
     any arbitrator, to which seller is a party or by which seller is bound.

     (d)  To the  best  of  seller's  knowledge,  there  are  no  mechanic's  or
     construction  liens against the Premises,  the  satisfaction of which could
     not be accomplished out of the proceeds of Closing.

     (e) The Leases  described in Schedule B annexed  hereto  contain the entire
     agreement between seller and the tenants with respect to the leasing of the
     Premises  and such  leases  are in full  force and effect and have not been
     modified  or amended  except as set forth on Schedule B. The Leases are the
     only leases, licenses or other agreements for the use of the Premises.

     (f) the security  deposits (as described in this  Contract)  required under
     the Leases are the only  security  deposits  required  to be held by seller
     with respect to the Leases.

     (g) there are no service or  maintenance  contracts or  management or other
     leasing agreements relating to or affecting the Premises to which seller is
     a party.

     (h) Seller has not commenced any proceedings  which are pending to obtain a
     reduction in real estate taxes  applicable to the Premises.  Seller has not
     received   any  written   notice  that  the  Premises  is  subject  to  any
     assessments,  special or  otherwise,  nor has seller  received  any written
     notice of the  intention of any  governmental  authority to impose any such
     assessments.

     (i) there are no brokerage  agreements in effect with respect to the Leases
     to which seller is a party or which are binding upon seller.

     (j) the summary of insurance  policies  annexed  hereto as Schedule F is an
     accurate and complete summary of all of the insurance  policies  maintained
     by seller which cover the Premises.

     (k) seller has not granted a purchase option to any third party to purchase
     the Premises, where such option remains outstanding.

     (l) to the best of seller's  knowledge,  there are no  employment  or union
     contracts  or  collective  bargaining  agreements  which are  binding  upon
     purchaser or which would result in a lien against the Premises.

     (m) the  accounts  receivable  report  annexed  hereto as  Schedule J is an
     accurate and complete summary of all amounts outstanding,  paid and payable
     as of the Closing Date.

     8.3. As used in this paragraph 8.3 and 8.4, the following  terms shall have
     the following meanings:

     (a) "Environmental  Activity" means any use, storage,  release,  threatened
     release, emission,  disposal, escape, seepage, leakage, spillage,  pumping,
     pouring, emptying, injection,  dumping, presence, migration,  transferring,
     manufacturing,  discharge,  generation,  processing,  abatement, removal or
     disposition of any Hazardous Materials from, under, into or on the Premises
     or the groundwater beneath the Premises or any handling,  transportation or
     treatment  of  Hazardous  Materials  arranged by or on behalf of seller and
     relating to the Premises.

     (b) "Environmental  Law" means any federal,  state or local statute,  code,
     ordinance, rule, regulation,  permit, consent approval,  license, judgment,
     order, writ,  decree,  injunction,  guidance or policy statement,  or other
     authorization,   including,   but  not   limited   to,  the   Comprehensive
     Environmental  Response,  Compensation  and  Liability  Act, as amended (42
     U.S.C.  ss.ss.9601 et seq.), the Resource Conservation and Recovery Act, as
     amended  (42  U.S.C.   ss.ss.  6901  et  seq.),  the  Hazardous   Materials
     Transportation  Act, as amended (49 U.S.C.  ss.ss.1801 et seq.),  the Clean
     Air Act,  as amended (33 U.S.C.  ss.ss.1251  et seq.),  the  Federal  Water
     Pollution  Control Act, as amended (33 U.S.C.  ss.ss.1251 et seq.), the New
     York State Environmental Conservation Law, as amended, the Sanitary Code of
     Suffolk County,  and any applicable  requirements  to register  underground
     storage tanks,  relating to emissions,  discharges,  releases or threatened
     releases  of  Hazardous   Materials   into  ambient  air,   surface  water,
     groundwater,  publicly owned  treatment  works,  septic tanks,  or land, or
     otherwise relating to the pollution or protection of the environment.

     (c) "Hazardous  Materials" means any substance,  material or waste which is
     regulated by any Environmental Law and includes,  without  limitation,  (i)
     any substance,  material or waste  defined,  used or listed as a "hazardous
     waste",   "extremely  hazardous  waste",   "restricted   hazardous  waste",
     "hazardous substance",  "Hazardous materials",  "toxic substance", or other
     similar  terms  as  defined  or used in any  Environmental  Law,  (ii)  any
     petroleum  products,   asbestos,   polychlorinated   biphenyls,   flammable
     explosives or radioactive  materials,  (iii) any  additional  substances or
     materials which are now or hereafter  deemed  hazardous or toxic substances
     under any Environmental  Laws relating to the Premises,  and (iv) as of any
     date of  determination,  any additional  substances or materials  which are
     hereafter  incorporated  in  or  added  to  the  definition  of  "hazardous
     materials" for purposes of any Environmental Law.

     8.4.  Seller  hereby  represents  and  warrants,  except for  conditions or
     information  contained in two Phase I Environmental  Site Assessments dated
     May 2001  prepared  by Gannet  Fleming and based on  information  presently
     available  and known to Seller,  that,  except in a manner which is in full
     compliance with all applicable Environmental Laws:

     (a) Seller has not engaged in or caused or permitted any other person(s) to
     engage in any  Environmental  Activity at, on, under or with respect to the
     Premises;

     (b) Seller is not aware of any Environmental  Activity at the Premises that
     has  affected,  is affecting or has the  potential to affect the  Premises,
     waters on or  adjacent  to the  Premises,  or lands  adjacent  to or in the
     vicinity of the Premises; and

     (c)  Seller  has  received  no notice  of,  and has no  knowledge  of,  any
     violations of or claims under or pursuant to any  Environmental  Law or any
     occurrence,  condition or circumstance which would give rise to a violation
     of or claim under or pursuant to any  Environmental  Law  pertaining  to or
     affecting the Premises.

     8.5 The  representations  and warranties of seller contained in section 8.4
     above are limited by information  presently  available and known to seller.
     All  representations and warranties of seller contained in this paragraph 8
     shall  survive  the  closing  for a period of one (1) year  (the  "Survival
     Period").

     9. Intentionally Omitted

     10. Inability of Seller to Perform.  In the event that the seller is unable
     to  convey  title to the  Premises  in  accordance  with the  terms of this
     Contract of Sale or in accordance  with any  representations  or warranties
     made by the seller hereunder, the sole responsibility of the seller will be
     to reimburse  purchaser for the actual out of pocket  expenses  incurred by
     purchaser  for the  inspections  and reports  performed by third parties on
     behalf of  purchaser  during the  Feasibility  Period and  attorney's  fees
     incurred by purchaser, provided, however, that such fees and expenses shall
     not exceed Twenty Five Thousand ($25,000.00) Dollars, in the aggregate, and
     shall not include the services of purchaser's in house staff and (c) pay to
     purchaser  the net cost of  examining  the  title to the  Premises  (not to
     exceed the charges fixed by the New York Board of Title  Underwriters)  and
     the net cost of  updating  any  existing  survey of the  Premises  actually
     incurred by the purchaser and, upon the giving of such instructions and the
     making of such  payments,  this  Contract  of Sale  shall be  canceled  and
     neither  party shall have any further  claim  against or  obligation to the
     other  by  reason  of  this  Contract   (except  those,  if  any  that  are
     specifically  stated to survive the  termination  of this Contract of Sale)
     and the lien,  if any, of the purchaser  against the Premises  shall wholly
     cease and expire.  Except as expressly  provided in this  Contract of Sale,
     the seller may,  but shall not be required to take any measures of any kind
     or to bring any action or  proceeding  or to incur any  expense in order to
     correct  any  misrepresentation  or breach of any  warranty  or remove  any
     objection  to title  that the  purchaser  has not  agreed  to  accept.  The
     purchaser may  nevertheless  accept such title as the seller may be able to
     convey,  without  reduction  of or credit  against the  Purchase  Price and
     without any other  liability on the part of the seller,  provided  that the
     purchaser  irrevocably  waives in writing  any right or claim  against  the
     seller in  connection  therewith  If the Premises are affected by any lien,
     encumbrance  or question of title not expressly  consented to herein by the
     purchaser or which the  purchaser is not required to take title subject to,
     the seller  shall have the right to remove or satisfy the same and shall be
     entitled to an adjournment  of the closing for a reasonable  period of time
     (not to exceed sixty [60] days) in connection therewith.

     11. Removal of Violations and Liens.

     11.1  Notwithstanding  anything  contained in this Contract to the contrary
     and without  imposing any obligation on the seller  hereunder,  seller may,
     but shall not be  required  to comply  with  and/or  remove any  violations
     and/or liens against the Premises provided, however, that seller shall cure
     any violations or other liens against the Premises that (i) would adversely
     affect  the  marketability  of  title  to the  premises;  (ii) in  seller's
     reasonable  estimation,  would require seller to expend $25,000.00 or less,
     in the  aggregate,  to satisfy  and/or  remove all of such  violations  and
     liens; (iii) can be satisfied or removed within a reasonable period of time
     as specified in paragraph 10 above;  and (iv)  purchaser  has not agreed to
     take title to the Premises subject to such violations and liens.

     11.2 It is expressly  understood and agreed that if, in seller's reasonable
     estimation,  all of the  conditions  set forth in 11.1 (i) through (iv) are
     not  met,  then  seller  shall  have  the  option  of : (a)  removing  such
     violations and/or liens in accordance with the provisions of this Contract;
     or (b) refusing to remove the same.

     Seller shall promptly  provide  purchaser with written notice of whether it
     has elected  option (a) or (b) of this section  11.2. In the event that the
     seller refuses to remove any such violation(s) and/or lien(s) as aforesaid,
     then  purchaser  shall have the option of: (a) taking title subject to such
     violation(s)  and/or lien(s) in which event, the purchaser shall receive an
     allowance at the closing in  reduction  of the purchase  price in an amount
     equal to the  reasonable  estimated  cost to remove such  violation(s)  and
     liens,  not to  exceed  $25,000.00  in the  aggregate;  or  canceling  this
     Contract,  in which event,  the terms and  provisions of paragraph 10 shall
     apply.

     11.3  Notwithstanding  any contrary provisions of this paragraph 11, seller
     expressly agrees that it shall remove any lien against the Premises,  other
     than those liens set forth in  paragraph 7 hereof,  which can be removed by
     the payment of a stipulated sum of money.

     12.  Customs in  Respect  to Title  Closings.  Except as  otherwise  herein
     expressly  provided,  the "customs in respect to title closings" adopted by
     the Real Estate Board of New York,  Inc. shall apply to the  apportionments
     and other matters therein mentioned.

     13. Intentionally Omitted

     14.  Financing  Statements,  Etc. If on the date of closing  there shall be
     conditional bills of sale, chattel mortgages or financing  statements filed
     in respect of the  Premises,  they shall not be deemed to be  objections to
     title,  provided that the seller  executes and delivers to the purchaser an
     affidavit  setting forth that the property  covered by such  instruments is
     the property of a tenant or is otherwise not the property of seller.  If on
     the date of closing  there shall be financing  statements  which affect the
     property  of seller and were filed on a day more than five (5) years  prior
     to such date of closing and not  continued,  they shall not be deemed to be
     an objection to title,  provided  that the seller  executes and delivers to
     the purchaser an affidavit  setting forth that the property covered by such
     instrument is no longer in or at the Premises or, if such property is in or
     at the Premises, that such property has been fully paid for.

     15.  Deed.  Seller  shall  convey  fee  simple  estate in the  Premises  to
     purchaser by a bargain and sale deed with covenants  against grantor's acts
     (the "Deed"). The Deed shall be in proper statutory form for recording,  as
     more  particularly  set forth on  Schedule  G to this  Contract,  and shall
     contain the covenant  required by  subdivision  5 of Section 13 of the Lien
     Law. Purchaser shall accept title to the Premises free of all encumbrances,
     except those stated in this Contract.

     16.  Objections.  If the  purchaser  has any  objection  to title or to the
     closing of title hereunder,  purchaser, or its attorney, shall give written
     notice (the "Objection  Notice") of such legal objection to the seller,  or
     its  attorney,  no later than the Closing  Date,  time being of the essence
     with respect to the giving of the Objection  Notice.  The Objection  Notice
     shall delineate with reasonable specificity the nature and substance of the
     objections stated therein.  In the event that the Objection Notice is given
     within the time period  provided  for in this  paragraph  then,  except for
     those  objections  set  forth in the  Objection  Notice  and any  objection
     disclosed to the purchaser in a subsequent continuation title search, title
     to the  Premises  shall be deemed  good and  marketable  and the  purchaser
     waives  any right it may have to make any other  objections  to title.  Any
     attempt by the seller to cure an  objection  shall not be  construed  as an
     admission  by the  seller  that such  objection  is one that would give the
     purchaser the right to cancel this Contract of Sale.

     17.  Liens.  If the  Premises are subject to any liens  including,  without
     limitation,  transfer,  inheritance,  estate,  franchise,  license or other
     similar taxes,  the same shall not be deemed an objection to title provided
     that any title  company in good standing to which the purchaser has applied
     for title insurance will omit such liens from its policy of title insurance
     or will insure the  purchaser  against  collection of such liens out of the
     Premises  without  any  additional  premium or cost to  purchaser  for such
     insurance.

     18.  Apportionments.  The following are to be apportioned as of midnight of
     the date  immediately  prior to the Closing Date and all amounts due to the
     seller hereunder are to be paid by the purchaser by Acceptable Funds:

     (a) To the extent not  payable by the  tenants of the  Premises,  water tax
     rates,  water  frontage  charges  and sewer  taxes and water and sewer rent
     charges;

     (b) Real property  taxes on the basis of the fiscal year,  and  assessments
     (if any);

     (c) To the extent not payable by the tenants of the  Premises,  fuel at the
     Premises at the seller's cost, including any taxes thereon, and the written
     estimate made by the seller's  fuel supplier  shall be conclusive as to the
     amount of such fuel and as to such costs and taxes;

     (d) All accrued  unpaid  and/or  prepaid rent and  additional  rent payable
     under the Leases (collectively, the "Rents") provided, however, that if any
     tenant is in  arrears in the  payment of any Rents on the date of  Closing,
     Rents  received  from such tenant after the Closing shall be applied in the
     following  order of  priority:  (i) first to the month in which the Closing
     occurs;  (ii) then to the month  preceding  the month in which the  Closing
     occurred;  (iii) then to the month or months  following  the month in which
     the Closing  occurred up to the then  current  date and (iv) finally to the
     period  prior to the  period  in item  (ii) of this  paragraph.  Any  Rents
     received by  purchaser  from any tenant or tenants  that were in arrears on
     the date of Closing  shall be received by the  purchaser as trustee for the
     seller on account of, and in payment  of, the past due Rents,  in the order
     of priority set forth in this paragraph.  Purchaser shall immediately remit
     the past due Rents so collected to the seller; and

     (e) Any Rents which cannot be ascertained  with certainty as of the Closing
     shall be prorated on the basis of the parties' reasonable estimates of such
     amounts as of midnight of the night  preceding the Closing and shall be the
     subject of a final proration ninety (90) days after the Closing, or as soon
     thereafter  as the precise  amounts  can be  ascertained.  Purchaser  shall
     notify seller when it becomes aware that any such estimated amount has been
     ascertained.  Once all such Rent amounts have been  ascertained,  purchaser
     shall  prepare  a final  proration  statement  which  shall be  subject  to
     seller's  reasonable  approval.  Upon seller's  acceptance  and  reasonable
     approval of any final  proration  statement  submitted by  purchaser,  such
     statement  shall be  conclusively  deemed  to be  accurate  and  final  and
     promptly  thereafter seller or purchaser,  as the case may be, shall pay to
     the other the  difference  between (i) the amount set forth on the approved
     final proration  statement and (ii) the estimated amount actually  prorated
     at Closing.

     It is further  agreed that  Purchaser  shall receive a credit at Closing in
     the amount of  $125,000.00 to cover the free rent period given by Seller to
     Aeroflex,  Incorporated pursuant to that certain Amendment to Lease made as
     of May 1, 2003 by and between Seller and Aeroflex.

     The provisions of this paragraph shall survive the closing and the delivery
     of the deed hereunder for the Survival Period.

     19. Default.

     (a) In the event that the  purchaser  shall fail timely to pay the Purchase
     Price at the time of the closing,  or otherwise shall default in the timely
     performance  of any of the terms or provisions of this Contract and fail to
     cure such  default  within five (5) days of its  receipt of written  notice
     from seller of such default this Contract shall be deemed null and void and
     all rights and  obligations  of the  parties  hereto  shall  terminate  and
     neither the seller nor the purchaser shall have any claim against the other
     arising out of this  Contract of Sale,  except those that are  specifically
     stated to survive termination of this Contract of Sale.

     (b) In the event  seller  shall  default in the  performance  of any of the
     terms or  provisions  of this  Contract,  purchaser  shall  also  have such
     remedies as purchaser shall be entitled to at law or in equity,  including,
     without limitation, specific performance.

     20.  Notices.  All  notices  or  other  communications  that  may be or are
     required to be given  pursuant to the terms of this  Contract of Sale shall
     be in writing and sent, prepaid, by either of the parties to this Contract,
     or their respective  attorneys,  and any such notice or communication shall
     be deemed to have been given only if and when hand  delivered  or delivered
     by a  nationally  recognized  overnight  courier  (or,  if  delivery is not
     completed,  when such  delivery is  attempted  and refused) or if mailed by
     certified mail,  return receipt  requested,  when actually received (or, if
     delivery is not completed, when such delivery is attempted and refused), or
     sent  via  facsimile  with  a copy  sent  either  by  hand,  by  nationally
     recognized  overnight  courier or by mail,  in each case  addressed to such
     party at their respective addresses set forth on page one of this Contract,
     with copies to their attorneys as follows:

     To the seller:               Mr. Francis Postel
                                  Standard Microsystems Corporation
                                  80 Arkay Drive
                                  Hauppauge, New York 11788
                                  Telephone: (631) 434-2900
                                  Fax: (631) 273-5550

     with a copy to:              Sally A. Fitzsimmons, Esq.
                                  1 Prescott Square
                                  Bronxville, New York 10708
                                  Telephone: (914) 395-1840
                                  Fax:  (914) 337-2812

     to the purchaser:            Mr. Richard Conniff
                                  Senior Vice President-Investments
                                  Reckson Operating Partnership, L.P.
                                  c/o Reckson Associates Realty Corp.
                                  225 Broadhollow Road, Suite 212W
                                  Melville, New York 11747
                                  Telephone: (631) 622-6633
                                  Fax: (631) 622-6760

     with copies to:              Marialana M. Gravano, Esq.
                                  Vice President and Legal Counsel-Real Estate
                                  Reckson Operating Partnership, L.P.
                                  c/o Reckson Associates Realty Corp.
                                  225 Broadhollow Road, Suite 212W
                                  Melville, New York 11747
                                  Telephone: (631) 622-6675
                                  Fax: (631) 622-8994

                                  Matthew C. Lamstein, Esq.
                                  Lazer, Aptheker, Rosella & Yedid, P.C.
                                  225 Old Country Road
                                  Melville, New York 11747
                                  Telephone: (631) 761-0835
                                  Facsimile: (631) 761-0014

     All  notices or other  communications  given  pursuant to the terms of this
     Contract of Sale by or to the  respective  attorneys for the seller and the
     purchaser  shall be given in the manner  prescribed  in this  paragraph and
     shall be deemed  given and/or  received,  as the case may be, with the same
     force and effect as though  they were given by or to the seller  and/or the
     purchaser.

     21. Brokers.  Each party represents and warrants to the other party that it
     has not dealt with any real estate  broker in  connection  with the sale of
     the premises  other than American  Corporate Real Estate Inc. The purchaser
     further  represents  and  warrants  to the seller  that no other  broker or
     similar party introduced the purchaser to the seller or to the Premises and
     that the  purchaser  has not  conferred  with or been induced to enter into
     this  Contract  of Sale as a result of  contacts  with any other  broker or
     similar party.  The seller shall pay the Broker a commission  pursuant to a
     separate  agreement.  Seller  hereby  further  represents  and  warrants to
     purchaser  that  that no  brokerage  commission  shall  be due to  American
     Corporate Real Estate Inc. in connection with the lease back of any portion
     of the  Premises to seller.  Each party (the  "Indemnifying  Party")  shall
     indemnify and defend the other party (the "Indemnified  Party") against any
     loss, liability, costs, claims and/or expenses,  including (but not limited
     to) reasonable attorneys fees and disbursements,  arising out of the breach
     on the  Indemnifying  Party's part of any  representation,  warranty and/or
     agreement  contained in this  paragraph.  The  provisions of this paragraph
     shall  survive the closing of title to the Premises or, if the closing does
     not occur, the termination of this Contract.

     22.  No  Assignment.  The  purchaser  shall  not,  by  operation  of law or
     otherwise,  transfer,  assign or  hypothecate  this Contract of Sale or any
     right,  obligation or interest of the purchaser herein and any attempted or
     purported transfer,  assignment or hypothecation shall be null and void and
     without force or effect.  Notwithstanding  the foregoing,  purchaser  shall
     have the right,  at or prior to closing and  without  the prior  consent of
     seller,  to assign its rights and  obligations  under this  Contract  to an
     entity affiliated with purchaser.

     23. Merger. It is specifically  understood and agreed that this Contract of
     Sale is a single,  indivisible  contract and the  acceptance of the deed to
     the Premises by the purchaser shall be deemed to be a full  performance and
     discharge of every covenant,  representation,  warranty,  agreement  and/or
     obligation  on the part of the  seller  to be  performed  pursuant  to this
     Contract of Sale except those, if any, that are specifically  stated herein
     to survive  the closing of title and the  delivery  of the deed.  Unless so
     specifically  stated,  no agreement,  covenant,  warranty or representation
     made in this  Contract by seller shall  survive the closing of title and/or
     the delivery of the deed.

     24.  Recording.  The  purchaser  shall not record or attempt to record this
     Contract of Sale or a memorandum hereof. Violation of this provision by the
     purchaser  shall  constitute a material  breach of purchaser's  obligations
     under this Contract of Sale.

     25.  FIRPTA.  The seller shall  deliver to the  purchaser at the closing of
     title a certification  which satisfies the  requirements of Section 1445 of
     the  Internal  Revenue  Code of  1986,  as  amended  (and  any  regulations
     promulgated thereunder), which provides that seller is not a foreign person
     or entity for the purposes of such  Section  1445.  If the seller  delivers
     such certification,  the purchaser shall not deduct or withhold any portion
     of the Purchase Price pursuant to such Section 1445.

     26.  Assignment and Assumption of Existing  Leases Each party hereby agrees
     to  execute  and  deliver  to the  other  party  at the  closing  of  title
     hereunder,  an  assignment  and  assumption  agreement  in the form annexed
     hereto as Schedule H of this Contract  whereby  seller agrees to assign all
     of its right,  title and interest in and to the Leases to purchaser and the
     purchaser  agrees  to  assume  and  perform  all of the  terms,  covenants,
     liabilities  and  obligations  of the  Leases  on the part of the  landlord
     thereunder to be performed subsequent to the closing.  Seller hereby agrees
     to indemnify  and hold  harmless  purchaser  from and against any liability
     under the Leases accruing prior to the Closing and purchaser  hereby agrees
     to indemnify  and hold  harmless the seller from and against any  liability
     under the Leases accruing from and after the Closing. . The seller makes no
     representation  or warranty that any of the Leases will be in full force or
     effect as of the  Closing or that any of the rents under the Leases will be
     currently collected on such date.

     If at any time between the date of this  Contract  and the closing,  any of
     the rentable  space in the Premises is or shall become  vacant or if any of
     the Leases  shall expire or  otherwise  terminate,  such space shall not be
     leased  nor shall any  extension  or renewal  of the  expired  term be made
     (other than an extension or renewal right currently existing in a Lease and
     exercisable by the tenant)  without the prior written consent of purchaser.
     In  addition,  seller shall not permit the  assignment  of any lease or the
     sublease of any space at the premises  without  first  obtaining  the prior
     written  consent of purchaser.  Notwithstanding  the foregoing,  the seller
     may, without the purchaser's consent,  permit the occupant of such space to
     remain in possession on a month to month basis at a rental rate  acceptable
     to seller, in its sole discretion.

     27. Security  Deposits.  In the event that any tenant at the Premises shall
     have  deposited  with the  seller a sum or sums of money as  security  (the
     "security  deposit(s)")  for the  performance  by such tenant of the terms,
     covenants  and  conditions  of such  tenant's  Lease,  then  such  security
     deposit(s),  to the  extent  the same  have not been  applied  by seller to
     curing the defaults of such tenant prior to the closing, shall be paid over
     to the purchaser at the closing of title, together with any unpaid interest
     accruing thereon. Simultaneously with the delivery of the security deposits
     and any unpaid accrued interest thereon,  purchaser shall deliver a receipt
     for such monies and an agreement, in the form annexed hereto as Schedule I,
     indemnifying  seller and holding seller harmless from and against any costs
     (including,  but not limited to reasonable  attorneys  fees and  expenses),
     liability and/or  responsibility for such monies from and after the date of
     closing. The provisions of this paragraph shall survive the closing for the
     Survival Period.

     28. Intentionally Omitted.

     29. Governing Law. This Contract of Sale shall be governed by and construed
     in accordance  with the laws of the State of New York.  This Contract shall
     be construed  without any regard to any presumption or other rule requiring
     construction  against  the party  causing  the same to be  drafted it being
     agreed that the final terms of this Contract are the result of negotiations
     by parties having equal bargaining powers,  with each having full access to
     legal  representation.  If any words or phrases in this Contract shall have
     been stricken out or otherwise  eliminated,  whether or not any other words
     or phrases  have been added,  this  Contract  shall be  construed as if the
     words or phrases so stricken  were never  included in this  Contract and no
     implication  or  inference  shall be drawn from the fact that such words or
     phrases  were so  stricken.  All terms and words used in this  Contract  of
     Sale,  regardless of the number or gender in which they are used,  shall be
     deemed to include any other  number and any other gender as the context may
     require.  The terms  "hereof",  "herein",  "hereunder"  or words of similar
     import  shall be deemed to refer to this  Contract of Sale in its  entirety
     and not to any particular provision, unless expressly so stated.

     30. No offer; Binding effect. This Contract of Sale shall neither be deemed
     an offer to sell nor shall it bind,  obligate or be  effective  against the
     seller unless and until the Contract has been fully  executed by the seller
     and the purchaser and an executed copy is delivered to the purchaser.

     31. Lease back to the seller.  Simultaneously with the closing,  the seller
     and the  purchaser  shall  execute the lease  annexed  hereto as Schedule C
     whereby the  purchaser,  as  landlord,  leases the portion of the  Premises
     known as 300  Kennedy  Drive to the  seller,  as  tenant,  on the terms and
     conditions  stated in such  lease.  It is  understood  and agreed  that the
     execution  of said lease,  without  alteration,  modification  or amendment
     (unless  expressly  agreed  to in  writing  by  both  parties)  shall  be a
     condition to both parties obligation to close title to the Premises and the
     failure of either  party to  execute  said  lease at the  closing  shall be
     deemed a material default of its obligations under this Contract of Sale.

     32.  Exclusions.  Notwithstanding  anything in this Contract of Sale to the
     contrary,  the sale of the Premises  excludes (i) any deposits with utility
     companies;  (ii) property of seller's  lessees,  if any; (iii) any electric
     meters and  equipment  owned by the  metering  company;  and (iv)  personal
     tools, property and equipment of seller and its employees.

     33.  Omission of "Subject  to"  Clauses.  Any and all of the  "Subject  to"
     clauses  contained in this Contract of Sale may be omitted from the deed to
     the Premises to be delivered at the closing of title,  but all such omitted
     clauses  shall  survive the delivery of the deed despite any  provisions in
     this Contract to the contrary.

     34. Seller' Closing  Obligations.  At the Closing,  in addition to seller's
     obligations  elsewhere  provided  in this  Contract of Sale,  seller  shall
     deliver the following instruments to purchaser:

     (a)The Deed;

     (b) The assignment and assumption of all seller's right, title and interest
     in  and to  the  Leases  and  all  original  Lease  documents  in  seller's
     possession  in the form  annexed  hereto as Schedule H;

     (c) An updated rent schedule  setting  forth the security  deposits and all
     rent  arrearages  and  prepayments  of rent,  if any;

     (d) An assignment to purchaser, without recourse or warranty, of all of the
     interest of seller in those service  contracts to be delivered to purchaser
     at the Closing which are then in effect and are assignable by seller;

     (e) To the extent  they are in  seller's  possession  and not posted at the
     Premises, any certificates, licenses, permits, authorizations and approvals
     issued  for  or  with   respect  to  the  Premises  by   governmental   and
     quasi-governmental authorities having jurisdiction;

     (f) Such affidavits as purchaser's title insurance company shall reasonably
     require in order to omit from its title insurance policy all exceptions for
     judgments,  bankruptcies or other returns against persons or entities whose
     names are the same as or similar to seller's name;

     (g) An original  letter in the form annexed  hereto as Schedule K, executed
     by the seller or its agent,  advising the tenants  that the  Premises  have
     been sold to the purchaser and directing that all communications, rents and
     other payments after the date of closing be directed to the purchaser;

     (h) A certificate of seller's corporate secretary  certifying that seller's
     board of  directors  has adopted a resolution  authorizing  the sale of the
     Premises;

     (i) A certificate,  executed by seller, confirming that the representations
     contained  in  paragraph 8 of this  Contract are true and correct as of the
     Closing Date;

     (j) A  financial  closing  statement,  in  form  and  substance  reasonably
     acceptable  to purchaser  and seller,  which has been executed by purchaser
     and seller; and

     (k) Any other  documents  reasonably  required by purchaser or  purchaser's
     title company to close in accordance  with the terms and provisions of this
     Contract.

     35. Conditions Precedent to Closing. The obligations of purchaser hereunder
     are subject to the  following  conditions  prior to or on the Closing  Date
     (any one of which  may be  waived  in whole or in part by  purchaser  at or
     prior  to the  Closing)  and in the  event  any of the  conditions  are not
     complied  with,  purchaser may terminate this Contract of Sale by notifying
     seller and thereafter this Contract of Sale shall be null and void:

     (a) Seller  shall have  performed  all of its  obligations,  covenants  and
     agreements under this Contract of Sale;

     (b) All of seller's  representations  and warranties  made in this Contract
     shall be true and correct as of the Closing Date;

     (c) All Leases  shall be in full force and effect,  the tenants  thereunder
     shall be current in their payment of all rents,  additional rents and other
     charges due thereunder ( it being understood an agreed that seller shall be
     prohibited from applying any security  deposit(s)  currently held under the
     Leases for the purpose of satisfying  this  condition  precedent),  and the
     tenants  shall  not  otherwise  be in  default  under  any of the terms and
     conditions of the Leases (other than the  obligation of Kollmorgen  [or its
     successor]to  occupy the space it is currently leasing at 350 Kennedy Drive
     and Sprint's  failure to obtain  necessary sign offs and approvals for open
     permits with respect to their equipment); and

     (d) Seller shall obtain and deliver to purchaser prior to the expiration of
     the Feasibility  Period a tenant estoppel  certificate  from all tenants at
     the Premises in the forms annexed hereto as Schedules D-1 and D-2 (it being
     understood  and agreed  that any  changes or  modifications  to such tenant
     estoppel  form must be  approved,  in writing,  by  purchaser  prior to the
     expiration of the Feasibility Period). Seller shall deliver the form tenant
     estoppel certificate to each of the tenants immediately after the Effective
     Date.

     36. Purchaser's  Representations.  Purchaser hereby represents and warrants
     to  seller  that  purchaser  is a  Delaware  limited  partnership,  validly
     existing and in good standing  under the laws of the State of Delaware,  is
     qualified  to do  business  under the laws of the State of New York and has
     full power and  authority to conduct its  business as presently  conducted.
     Neither  the  entry  into  this  Contract  nor  the   consummation  of  the
     transactions  contemplated  hereby will constitute or result in a violation
     or breach by purchaser of the  certificate of  incorporation  or by laws of
     purchaser,  or any  judgment,  writ,  order,  injunction  or decree  issued
     against  it or  imposed  upon it,  or will  result  in a  violation  of any
     applicable law, order, rule or regulation of any governmental authority. No
     approval, consent, order or authorization of , or designation, registration
     or  filing  (other  than for  recording  purposes)  with  any  governmental
     authority is required in  connection  with the due and valid  execution and
     delivery of this Contract and compliance with the provisions hereof and the
     consummation of the transaction  contemplated hereby. This Contract and the
     consummation  of  the  transaction   contemplated  hereby  have  been  duly
     authorized  by all  necessary  action  on the  part of  purchaser  and this
     Contract constitutes a legal, valid and binding obligation of purchaser.

     37.   Purchaser's  Lien.  It  is  understood  and  agreed  that  the  title
     examination and survey update costs (if any) referred to in paragraph 10 of
     this Contract are hereby made liens on the  Premises,  but such liens shall
     not continue after a default by purchaser  under this Contract or following
     the termination of this Contract of Sale.

     38. Intentionally Omitted.

     39. Captions. The captions in this Contract are inserted for convenience of
     reference only and in no way define,  describe or limit the scope or intent
     of this Contract, or any of the provisions hereof.

     40. No financing contingency.  It is understood and agreed that purchaser's
     obligations under this Contract are not contingent upon purchaser's ability
     to finance the purchase of the Premises.

     41. Seller's Covenants Until Closing.  Seller hereby covenants to purchaser
     as follows:

     (a) until the Closing or earlier termination of this Contract, seller shall
     not remove any items of Personalty from the Premises unless in the ordinary
     course of the operation and maintenance of the Premises and, in such event,
     seller shall  replace such items of Personalty  if such  replacement  would
     likewise be in the ordinary  course of the operation and maintenance of the
     Premises;

     (b) until the Closing or earlier termination of this Contract, seller shall
     not make any alterations to the Premises  costing in excess of Ten Thousand
     and 00/100  ($10,000.00)  Dollars other than  decorative  changes,  without
     first  obtaining  the prior  written  consent  of  purchaser,  unless  such
     alterations  are  required  by the  terms of the  Leases,  or  unless  such
     alterations  are  required by law or are  otherwise  required to ensure the
     health  and  safety of the  tenants at the  Premises  and their  employees,
     guests and invitees (in which events, if circumstances permit, seller shall
     endeavor to obtain  purchaser's  prior written consent,  but only as to the
     scope of the plans and specifications  for such alterations,  and not as to
     the necessity therefore);

     (c) until the Closing,  seller shall maintain the insurance coverage on the
     Premises described in Schedule F; and

     (d) until the  Closing or the earlier  termination  of this  Contract,  (i)
     seller  shall  continue to operate the Premises in the same manner as it is
     currently being operated by seller; and (ii) seller agrees that it will not
     (directly  or  indirectly)  offer to sell or solicit  offers to purchase or
     negotiate  the sale or disposal of the Premises  with any other party other
     than purchaser.

     42. Confidentiality  Agreement.  In connection with the negotiation of this
     Contract  and the  preparation  for the  consummation  of the  transactions
     contemplated  hereby,  each party  acknowledges that it will have access to
     confidential  information  relating  to the other  party.  Each party shall
     treat  such  information  as  confidential,  preserve  the  confidentiality
     thereof,  and not  duplicate or use such  information,  except to advisors,
     consultants,  investors and affiliates in connection with the  transactions
     contemplated  hereby.  In the event of the termination of this Contract for
     any reason  whatsoever,  each party  shall  return to the other  party,  if
     requested,  all documents,  work papers and other  material  (including all
     copies  thereof)  obtained  from the  other  party in  connection  with the
     transactions  contemplated  hereby,  and  each  party  shall  use its  best
     efforts, including instructing its employees and others who have had access
     to  such  information,  to  keep  confidential  and  not  to use  any  such
     information.  The provisions of this Paragraph will survive the closing, or
     if the  purchase  and  sale is not  consummated,  any  termination  of this
     Contract, for the Survival Period.

     43. Like Kind Exchange. Seller hereby acknowledges that it is the intent of
     purchaser to complete a reverse  "like-kind  exchange"  pursuant to Section
     1031 of the Internal Revenue Code and purchaser may utilize the Premises as
     "Replacement  Property" in connection with such like-kind  exchange.  In no
     event will purchaser's  like-kind  exchange delay the close of the purchase
     transaction  or cause an additional  expense to seller.  Seller shall fully
     cooperate  with  purchaser in  effectuating  any  like-kind  exchange  and,
     accordingly,  purchaser's  rights under this  Contract may be assigned to a
     Qualified  Intermediary of Purchaser's choice for the purpose of completing
     such exchange.  Purchaser's  effectuation of a like-kind  exchange prior to
     closing shall not be a condition or contingency  to purchaser's  obligation
     hereunder.  Purchaser  shall be  responsible  for all  costs  and  expenses
     incurred in connection with the effectuation of the like-kind exchange over
     and above  those  seller  would incur in a straight  purchase/sale.  In the
     event a "like-kind"  exchange is  effectuated  by  purchaser,  the Premises
     shall constitute  Replacement Property in the Internal Revenue Code Section
     1031 exchange.  The provisions of this paragraph  shall survive the closing
     for the Survival Period.

     44.  Lighting and  Landscaping.  With respect to that certain  letter dated
     February  27th,  2003 from the Town of  Smithtown  (the  "Town")  to seller
     regarding  open Permit No. 91693,  (a) prior to Closing,  seller shall post
     with the Town any bond(s)  which the Town shall require with respect to the
     same and (b)  subsequent to the Closing,  seller shall perform and complete
     all work  described  in said  letter  as well as  obtain a  certificate  of
     occupancy and/or completion for Permit No. 91693.

     45.  Counterparts.  This Contract may be executed in  counterparts  each of
     which (or any combinations of which, signed by all of the parties) shall be
     deemed an original,  but all of which taken together,  shall constitute one
     and the same instrument.

                                          Seller:
                                          STANDARD MICROSYSTEMS CORPORATION

                                          by:  /s/ Andrew M. Caggia
                                               ---------------------
                                               Andrew M. Caggia, Senior
                                               Vice President and Chief
                                               Financial Officer


                                          Purchaser:
                                          RCG Kennedy Drive, LLC.
                                          By: Reckson Construction Group, Inc.,
                                          its sole member

                                          by:  /s/ Gregg Rechler
                                               ------------------
                                               Gregg Rechler, president
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                               List of Schedules



Schedule A       Metes and Bounds Description of the Premises
Schedule B       Schedule of the Leases
Schedule C       Lease   back  of the  portion  of  the  premises  known  as 300
                 Kennedy Drive, Hauppauge, N.Y. between purchaser, as owner, and
                 seller,  as tenant.
Schedule D-1     Tenant  Estoppel  Certificate
Schedule D-2     Tenant Estoppel  Certificate
Schedule E       VST Right of Way
Schedule F       Insurance Policies covering the Premises
Schedule G       Deed
Schedule H       Assignment and Assumption Agreement
Schedule I       Purchaser's receipt of the Security Deposits
Schedule J       Accounts Receivable Report
Schedule K       Tenant Notice Letter