Exhibit 10.40


                                    AGREEMENT

     THIS AGREEMENT ("Agreement") is made and entered into as of this 7th day of
December,  1999,  by and among  Reckson  Service  Industries,  Inc.,  a Delaware
corporation ("RSI"),  Elliot S. Cooperstone  ("Cooperstone"),  and H. Thach Pham
("Pham"; together with Cooperstone, the "Founders").

                                    RECITALS

     WHEREAS,  each of  Cooperstone  and Pham is a Founder of  eSourceOne,  Inc.
("eSourceOne"), a Delaware corporation, and each owns 6,666,667 shares of common
stock, par value $.01 per share, of eSourceOne ("Founder Common Stock");

     WHEREAS, RSI, through its wholly-owned subsidiary RSI ESO, Inc., a Delaware
corporation  ("RSI ESO"),  owns 15,000,000 shares of Series A Preferred Stock of
eSourceOne (the "Series A Preferred  Stock"),  each such share being convertible
into common stock of eSourceOne ;

     WHEREAS, (A) RSI desires to grant to each of the Founders,  and each of the
Founders  desire to obtain from RSI, a warrant  (each a "Warrant";  collectively
the "Warrants") to purchase 100,000 shares (collectively,  the "Warrant Shares")
of common stock, par value $.01 per share, of RSI (the "RSI Common Stock"),  and
(B) each of the Founders desires to grant to RSI, and RSI desires to obtain from
each Founder, an option (each an "Option";  together, the "Options") to purchase
394,737 shares (collectively, the "Option Shares") of Founder Common Stock; and

     WHEREAS,  the terms and conditions of this  Agreement,  the Options and the
Warrants  have been  negotiated at arm's length and the fair market value of the
Options are intended by the parties to be approximately equal to the fair market
value of the Warrants for which they are being exchanged in accordance with this
Agreement;

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  herein  contained,  the receipt and  sufficiency  of which is hereby
acknowledged,  and subject to the terms and  conditions  set forth  herein,  the
parties hereto agree as follows:

1. DEFINITIONS

     Certain defined terms used in this Agreement have the following meanings:

     Affiliate. The term "affiliate" shall mean (i) in the case of a corporation
or other entity,  any  corporation  or other entity in which the subject  person
(A)(1) owns or controls the voting rights of 50% or more of the capital stock or
other equity  interests the holders of which are generally  entitled to vote for
the  election  of the  board  of  directors  or  other  governing  body  of such
corporation  or entity or (2) has the right to  nominate  and/or  elect at least
one-half of the members of the board of directors of such  corporation or entity
or (3) at least  one-half of the then current  members of the board of directors
of such  corporation  or entity were  nominated  or  designated  for election as
directors  of such  corporation  by the  subject  person  and (B) for  financial
reporting purposes, the financial statements of the subject person includes on a
consolidated basis the financial statements of such corporation or other entity,
and (ii) in the case of an individual, the individual's spouse, siblings, lineal
descendants,  ancestors,  or a trustee of a trust which is maintained solely for
the benefit of such individual.

     Agreement.  The "Agreement"  shall mean this Agreement,  as the same may be
amended or restated from time to time hereafter.


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     Board. As to any corporation, the "Board" shall mean the Board of Directors
of that  corporation as the same may be constituted  from time to time hereafter
pursuant to  applicable  law, the charter and by-laws of such  corporation,  and
applicable agreements.

     Change-in-Control  Transaction.  A  "Change-in-Control  Transaction"  shall
mean:

     (i) with  respect to RSI, any merger or  consolidation  of RSI into or with
another corporation, sale, transfer or other disposition of all or substantially
all  of  the  assets  or   capital   stock  of  RSI,   or  any   reorganization,
recapitalization   or  like   transaction  or  series  of  transactions   having
substantially  equivalent  effect and purpose,  at the  conclusion of which such
merger,   consolidation,    sale,   transfer,    disposition,    reorganization,
recapitalization  or like transaction the holders of the voting capital stock of
RSI immediately  prior to such  transaction or series of  transactions  own less
than a majority of the voting  capital stock of the  acquiring  entity or entity
surviving  or  resulting  from  such   transaction  or  series  of  transactions
immediately thereafter; and

     (ii) with respect to eSourceOne,  any merger or consolidation of eSourceOne
into or with another corporation,  sale, transfer or other disposition of all or
substantially  all  of  the  assets  or  capital  stock  of  eSourceOne,  or any
reorganization,  recapitalization  or like transaction or series of transactions
having  substantially  equivalent effect and purpose, at the conclusion of which
such  merger,  consolidation,   sale,  transfer,  disposition,   reorganization,
recapitalization  or like transaction the holders of the voting capital stock of
eSourceOne  immediately  prior to such transaction or series of transactions own
less than a majority  of the voting  capital  stock of the  acquiring  entity or
entity  surviving or resulting from such  transaction or series of  transactions
immediately thereafter;  provided,  however, that Change-in-Control  Transaction
shall not include any acquisition or series of related acquisitions of more than
50% of the outstanding capital stock of eSourceOne by RSI or RSI's Affiliates.

     Encumbrances.  "Encumbrances" shall mean any mortgages,  judgments, claims,
liens, security interests,  pledges,  escrows,  charges or other encumbrances of
any kind or character whatsoever.

     Fair Market  Value.  "Fair  Market  Value"  shall mean with  respect to any
asset,  property or security of or issued by a corporation the fair market value
thereof as determined in good faith by the Board of that corporation,  provided,
however,  that in the event any such  determination by such Board is disputed by
an interested stockholder, then the corporation, at shared expense, shall engage
an  independent  appraiser  mutually  acceptable  to the  corporation  and  such
stockholder,  and the fair market value of such asset,  property or security for
the purposes  hereof shall be  determined  by such  independent  appraiser;  and
provided  further,  however,  that in the event that the parties are not able to
promptly agree upon an independent appraiser, then the party entitled to receive
such asset,  property or security  shall be entitled to select as an independent
appraiser  any  of  the  independent  accounting  firms  generally  regarded  as
comprising  the "Big Five"  independent  accounting  firms and which is not then
providing services to such party.

     Founder  Common  Stock.  "Founder  Common  Stock"  shall  have the  meaning
ascribed to that term in the Recitals.

     Founders.  The  "Founders"  shall mean Elliot S.  Cooperstone  and H. Thach
Pham.

     Option(s).  Each  "Option",  and together,  the  "Options",  shall have the
meaning ascribed to that term in the Recitals.

     Option  Shares.  The Option Shares shall have the meaning  ascribed to that
term in the Recitals.


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     Person.   A  "Person"   shall  mean  any  entity,   corporation,   company,
association, joint venture, joint stock company, partnership,  limited liability
company, trust,  organization,  individual (including personal  representatives,
executors  and  heirs  of a  deceased  individual),  nation,  state,  government
(including   agencies,    departments,    bureaus,    boards,    divisions   and
instrumentalities thereof), trustee, receiver or liquidator.

     Qualified  IPO. A  "Qualified  IPO" shall mean a firm  underwritten  public
offering of common stock of  eSourceOne by a nationally  recognized  underwriter
which offering  results in the receipt of aggregate gross proceeds by eSourceOne
of at least  $30,000,000  and reflects a market value of  eSourceOne of at least
$150,000,000 immediately prior to such public offering.

     Registration Rights Agreement.  "Registration  Rights Agreement" shall mean
that certain Registration Rights Agreement,  dated August 10, 1999, by and among
eSourceOne, RSI, RSI ESO and each of the Founders.

     RSI Common  Stock.  "RSI Common  Stock" shall have the meaning  ascribed to
that term in the Recitals.

     RSI ESO.  "RSI ESO" shall  have the  meaning  ascribed  to that term in the
Recitals.

     Securities Act. The "Securities Act" shall mean the Securities Act of 1933,
as amended, and the rules and regulations thereunder.

     Stockholders'  Agreement.  The  "Stockholders'  Agreement"  shall mean that
certain  Stockholders'  Agreement,  dated August 10, 1999, by and among RSI, RSI
ESO, the Founders and eSourceOne.

     Transfer.  A  "Transfer"  of shares of common  stock or any  interest  of a
stockholder  therein  shall mean any sale,  assignment,  transfer,  disposition,
pledge,  hypothecation  or encumbrance,  whether direct or indirect,  voluntary,
involuntary or by operation of law, and whether or not for value, of such shares
or such interest of a stockholder therein,  including,  without limitation,  any
direct or indirect Transfer of a controlling interest in any stockholder,  other
than transfers of capital stock of RSI.

     Warrant.  "Warrant"  shall have the  meaning  ascribed  to that term in the
Recitals.

     Warrant Shares.  "Warrant  Shares" shall have the meaning  ascribed to that
term in the Recitals.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS.

     2.1  REPRESENTATIONS,  WARRANTIES  AND COVENANTS OF RSI. RSI represents and
warrants to the Founders as of the date hereof, and agrees with the Founders, as
follows:

     (a)  ORGANIZATION  AND GOOD  STANDING;  POWER AND  AUTHORITY.  RSI (i) is a
corporation duly organized, validly existing and in good standing under the laws
of the  State of  Delaware  and  (ii)  has all  requisite  corporate  power  and
authority  to  enter  into  and  carry  out the  transactions  and  perform  the
obligations contemplated by this Agreement and the Warrant.

     (b) AUTHORIZATION OF AGREEMENT AND WARRANTS; ENFORCEABILITY. The execution,
delivery and  performance  by RSI of each of this Agreement and the Warrants has
been duly authorized by all requisite  corporate  action on the part of RSI, and
no other  corporate  action on the part of RSI is  necessary  to  authorize  the
execution,  delivery and performance of this Agreement and the Warrants. Each of
this  Agreement  and  the  Warrants  constitutes  a  legal,  valid  and  binding
obligation of RSI enforceable  against


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<PAGE>

RSI in accordance with its terms,  except to the extent that  enforceability may
be  limited  by  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws  affecting  creditors'  rights  generally and equitable  principles
generally.

     (c) AUTHORIZATION AND ISSUANCE OF THE WARRANT SHARES. The authorization,
reservation,  issuance,  sale and delivery of the Warrant  Shares have been duly
authorized by all requisite corporate action on the part of RSI, and the Warrant
Shares, when issued, sold and delivered in accordance with the Warrant,  will be
validly issued and outstanding,  fully paid and  nonassessable  with no personal
liability  attaching to the ownership thereof,  free of any Encumbrances and not
subject to  preemptive  or similar  rights of the  stockholders  of RSI or other
rights, in each case created by RSI.

     (d)  CONSENTS.  No  permit,  authorization,   registration,  qualification,
decree, consent or approval of or by, or any notification of or filing with, any
person  (governmental  or private) is  required  of RSI in  connection  with the
execution,  delivery and performance by RSI of this Agreement or the Warrants or
any  documentation  relating thereto,  or the issuance,  sale or delivery of the
Warrant Shares by RSI to each Founder (other than such  notifications or filings
required  under  the  General  Corporation  Law of the  State  of  Delaware  and
applicable  federal and state  securities laws, if any, which shall be made on a
timely basis) except where the absence of such permit,  authorization,  consent,
approval,  notification or filing would not result in a material  adverse change
in the business,  operations,  properties,  assets or financial condition, or in
the earnings, business affairs or business prospects of RSI (a "Material Adverse
Effect") or would  prohibit,  impair,  hinder or delay the  consummation  of the
transactions  contemplated  by  this  Agreement  or  the  performance  of  RSI's
obligations under this Agreement or the Warrants.

     (e) NO CONFLICT. The execution, delivery and performance by RSI of this
Agreement  and  the  Warrants,  the  consummation  by RSI  of  the  transactions
contemplated thereby, and the issuance,  sale and delivery of the Warrant Shares
by RSI will not (i) materially  violate any provision of law,  statute,  rule or
regulation,  or any ruling, writ,  injunction,  order, judgment or decree of any
court, administrative agency or other governmental body applicable to RSI or any
of the properties or assets of RSI, (ii)  materially  conflict with or result in
any breach of any of the terms, conditions or provisions of, or constitute (with
due  notice or lapse of time,  or both) a default  (or give rise to any right of
termination,  cancellation or acceleration)  under, or result in the creation of
any Encumbrance upon any of the properties or assets of RSI under, any contract,
indenture,  mortgage,  deed of trust, loan or credit agreement,  note,  license,
lease or other  agreement or  instrument to which RSI is a party or by which RSI
may be bound,  or to which any of the  property or assets of RSI is subject,  or
any applicable treaty, law, statute, rule, regulation,  judgment, order, writ or
decree of any  government,  government  instrumentality  or court,  domestic  or
foreign,  having  jurisdiction  over  RSI or any of RSI's  properties,  or (iii)
violate the certificate of incorporation or the by-laws of RSI.

     2.2  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS BY FOUNDERS.  Each of the
Founders represents and warrants to
RSI as of the date hereof, and agrees with RSI, as follows:

     (a) POWER AND AUTHORITY. Such Founder has all right, requisite power and
authority  to  enter  into  and  carry  out the  transactions  and  perform  the
obligations  contemplated  by this Agreement and the Option to be granted to RSI
by such Founder.

     (b) ENFORCEABILITY.  Each of this Agreement and the Option to be granted to
RSI by such Founder  constitutes a legal,  valid and binding  obligation of such
Founder enforceable against such Founder in accordance with its terms, except to
the  extent  that  enforceability  may be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally and equitable principles generally.


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<PAGE>

     (c) OPTION  SHARES.  The Option  Shares  purchasable  upon  exercise of the
Option to be granted to RSI by such Founder are validly issued and  outstanding,
fully  paid  and  nonassessable  with no  personal  liability  attaching  to the
ownership  thereof,  free of any  Encumbrances  and,  except as  provided in the
Stockholders'  Agreement,  not subject to  preemptive  or similar  rights of the
stockholders  of  eSourceOne  or other  rights,  in each  case  created  by such
Founder.

     (d) CONSENTS. No permit, authorization, order, registration, qualification,
decree, consent or approval of or by, or any notification of or filing with, any
person  (governmental or private) is required of such Founder in connection with
the execution, delivery and performance by such Founder of this Agreement or the
Option  to be  granted  to RSI by such  Founder  or any  documentation  relating
thereto,  or the sale or  delivery of the Option  Shares by such  Founder to RSI
(other than such notifications or filings required under the General Corporation
Law of the State of Delaware and applicable  federal and state  securities laws,
if any,  which shall be made on a timely basis) except where the absence of such
permit, authorization,  consent, approval,  notification or filing would prevent
such sale and delivery of such Option Shares by such Founder to RSI.

     (e) NO CONFLICT. The execution, delivery and performance by such Founder of
this  Agreement  and the  Option to be  delivered  to RSI by such  Founder,  the
consummation by such Founder of the transactions  contemplated  thereby, and the
sale and delivery of the Option Shares upon exercise of such Option will not (i)
materially  violate any provision of law,  statute,  rule or regulation,  or any
ruling, writ, injunction, order, judgment or decree of any court, administrative
agency  or other  governmental  body  applicable  to the  Founder  or any of the
properties or assets of the Founder,  or (ii) materially conflict with or result
in any breach of, any of the terms,  conditions or provisions  of, or constitute
(with due notice or lapse of time, or both) a default (or give rise to any right
of termination,  cancellation or acceleration)  under, or result in the creation
of any  Encumbrance  upon any of the Option  Shares  owned by or  properties  or
assets of the Founder under any contract,  indenture,  mortgage,  deed of trust,
loan or credit agreement,  note, license, lease or other agreement or instrument
to which such  Founder is a party or by which such  Founder may be bound,  or to
which  any of the  property  or  assets  of  such  Founder  is  subject,  or any
applicable treaty,  law, statute,  rule,  regulation,  judgment,  order, writ or
decree of any  government,  government  instrumentality  or court,  domestic  or
foreign,  having  jurisdiction  over  such  Founder  or  any of  such  Founder's
properties.

     (f) GOOD AND  MARKETABLE  TITLE.  Such  Founder has and will at the time of
exercise of the Option  granted by such Founder have good and valid title to the
Option  Shares to be sold by such Founder  under such Option,  free and clear of
any  Encumbrances  created by such Founder or imposed by applicable  federal and
state  securities  laws,  other than pursuant to this Agreement and such Option;
and upon  delivery  of such  Option  Shares and  payment of the  purchase  price
therefor as  contemplated  in such Option,  RSI will receive good and marketable
title to such Option Shares purchased by it from such Founder, free and clear of
any Encumbrances.

3.  DELIVERY  OF  WARRANTS  IN EXCHANGE  FOR  OPTIONS;  REGISTRATION  RIGHTS AND
TRANSFERABILITY.

     3.1 EXCHANGE OF WARRANTS FOR OPTIONS.  On the basis of the  representations
and warranties  herein contained and subject to the terms and conditions  herein
set  forth,  RSI  agrees to  deliver  to each  Founder  the  Warrant in the form
attached to this  Agreement as Exhibit I, and each Founder  agrees to deliver to
RSI the Option in the form  attached  to this  Agreement  as Exhibit II, in each
case at the Closing (as defined below).

     3.2 CLOSING. The exchange and delivery of the Warrants and Options shall be
made at the offices of Brown & Wood LLP, One World Trade Center,  New York,  New
York  10048,  or at such  other  place as


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<PAGE>

shall be agreed upon by RSI and the Founders,  and shall be made at the time and
date of execution of this  Agreement  (such  exchange and delivery  being herein
called the "Closing").

     3.3 EXEMPTION FROM STOCKHOLDERS'  AGREEMENT.  The parties hereby agree that
the delivery of the Options and the delivery of any Option  Shares upon exercise
of the Options shall not give rise to any right of first offer,  co-sale  right,
right to compel  participation in certain  transfers or restrictions on transfer
under Sections 3 and 4 of the Stockholders' Agreement.

     3.4 REGISTRATION  RIGHTS. The parties agree that the registration rights of
each Founder under the Registration  Rights Agreement with respect to the Option
Shares held by such Founder,  upon and in  connection  with any purchase of such
Option  Shares  pursuant  to any  exercise  of the Option  covering  such Option
Shares,  are deemed hereby to be assigned to RSI without any further act or deed
by any party. RSI hereby agrees to provide  registration  rights to the Founders
in  respect  of the  Warrant  Shares  as set  forth in the  form of the  Warrant
Registration Rights Agreement attached hereto.

     3.5  TRANSFERABILITY.  RSI  may  not  transfer  the  Options  except  to an
Affiliate  or employee of RSI and neither  Founder  may  transfer  his  Warrants
except to an Affiliate of such  Founder for a period (the  "Restricted  Period")
commencing on the date of this Agreement and ending on:

     (i) with respect to each  Founder,  the first to occur of (a) two (2) years
from the date of this Agreement and (b) a Change-in-Control Transaction; and

     (ii) with  respect to RSI, the first to occur of (a) two (2) years from the
date  of  this  Agreement,  (b) a  Qualified  IPO  and  (c) a  Change-in-Control
Transaction.

     Neither the Option Shares nor the Warrant Shares may be transferred  during
the  Restricted  Period,  except to an Affiliate of RSI or the Founders,  as the
case may be.

4. NON-DISCLOSURE; PUBLIC ANNOUNCEMENTS.

     4.1  NON-DISCLOSURE.  The terms of this Agreement shall not be disclosed to
any third  party  without the  consent of the other  parties to this  Agreement;
provided that from and after the Closing, RSI or either Founder may disclose the
terms of this  Agreement,  the Warrants or the Options,  as the case may be, and
copies of the documents  relating  thereto,  solely,  to  employees,  investors,
investment bankers, lenders, accountants,  legal counsel, business partners, and
bona fide  prospective  investors,  lenders and business  partners of RSI,  such
Founder or eSourceOne,  as the case may be, in each case only where such persons
or entities have been advised of the confidential nature of such information and
the receiving party's obligation with respect thereto.

     4.2  PUBLIC  ANNOUNCEMENTS.  The  parties  may  at  any  time  make  public
announcements or filings regarding the parties'  relationship which are required
by applicable law,  regulatory  bodies,  or stock exchange or stock  association
rules,  so long as the party so  required  to make the  public  announcement  or
filing, promptly upon learning of such requirement,  notifies the other affected
party of such requirement and in the case of public filings, including,  without
limitation,  periodic and other reports filed under the Securities  Exchange Act
of 1934, as amended,  seeks  confidential  treatment for information  reasonably
determined by the parties as appropriate for such treatment.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS TO SURVIVE DELIVERY.

     5.1  All  representations,  warranties  and  covenants  contained  in  this
Agreement  shall  remain  operative  and in full force and effect  indefinitely,
regardless  of any  investigation  made by or on  behalf  of any party


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or person controlling such party, and shall survive delivery of the Warrants and
the Options under this Agreement.

6. LEGENDS ON WARRANTS AND OPTIONS

     6.1 LEGEND ON WARRANTS AND OPTIONS.  The Warrants and the securities issued
upon exercise of same shall bear the following legends:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED,  OR QUALIFIED UNDER STATE  SECURITIES LAWS AND MAY NOT BE SOLD,
     PLEDGED, OR OTHERWISE TRANSFERRED UNLESS EITHER (A) COVERED BY AN EFFECTIVE
     REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
     QUALIFIED UNDER  APPLICABLE  STATE  SECURITIES LAWS, OR (B) THE CORPORATION
     HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION
     TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR
     SUCH TRANSFER. IN NO EVENT MAY THESE SECURITIES BE TRANSFERRED EARLIER THAN
     THE  FIRST TO OCCUR OF (A)  DECEMBER  7,  2001 AND (B) A  CHANGE-IN-CONTROL
     TRANSACTION (AS DEFINED HEREIN).

     The Options and the securities  issued upon exercise of same shall bear the
following legends:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED,  OR QUALIFIED UNDER STATE  SECURITIES LAWS AND MAY NOT BE SOLD,
     PLEDGED, OR OTHERWISE TRANSFERRED UNLESS EITHER (A) COVERED BY AN EFFECTIVE
     REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
     QUALIFIED UNDER  APPLICABLE  STATE  SECURITIES LAWS, OR (B) THE CORPORATION
     HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION
     TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR
     SUCH TRANSFER. IN NO EVENT MAY THESE SECURITIES BE TRANSFERRED EARLIER THAN
     THE FIRST TO OCCUR OF (A) DECEMBER 7, 2001, (B) A QUALIFIED IPO (AS DEFINED
     IN THAT  CERTAIN  EXCHANGE  AGREEMENT  DATED  DECEMBER 7, 1999 BY AND AMONG
     RECKSON SERVICE INDUSTRIES,  INC., ELLIOT S. COOPERSTONE AND H. THACH PHAM)
     AND (C) A CHANGE-IN-CONTROL TRANSACTION (AS DEFINED HEREIN).

7. GENERAL PROVISIONS

     7.1 NOTICES. All notices and other communications provided for or permitted
hereunder  shall  be  made  in  writing  by   hand-delivery,   first-class  mail
(registered or certified, return receipt requested, with a copy sent by ordinary
mail on the same day), telex, telecopier with confirmation and followed promptly
by hard  copy  in  accordance  with  this  provision,  or  courier  guaranteeing
reasonably prompt delivery and recognized for high quality service:

     (i)   if to RSI at:

           Reckson Service Industries, Inc.
           10 East 50th Street - 27th Floor
           New York, NY 10103
           Tel:  212-931-8000
           Fax:  212-931-8001
           Attn:  Jeffrey D. Neumann and Stephen M. Rathkopf


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<PAGE>

           with copies to:

              Jason Barnett, Esq.
              General Counsel
              RSI Service Industries, Inc.
              10 East 50th Street - 27th Floor
              New York, NY 10103
              Tel:  212-931-8000
              Fax:  212-931-8001

              Brown & Wood LLP
              One World Trade Center
              New York, NY  10048
              Attention:  J. Gerard Cummins, Esq.
              Tel:  212-839-5300
              Fax:  212-839-5599

     (ii)  if to Cooperstone, at

           Elliot S. Cooperstone
           36 New England Drive
           Stamford, CT  06903
           Tel:  203-968-1113

           with a copy to:

              Orrick, Herrington & Sutcliffe LLP
              666 Fifth Avenue
              New York, NY 10103
              Attention:  Martin H. Levenglick, Esq.
              Tel:  212-506-5325
              Fax:  212-506-5151

     (iii) if to Pham, at

           H. Thach Pham
           53 Fayette Road
           Scarsdale, NY  10583
           Tel:  914-725-8693
           Fax:  914-722-1419

           with a copy to:

              Orrick, Herrington & Sutcliffe LLP
              666 Fifth Avenue
              New York, NY 10103
              Attention:  Martin H. Levenglick, Esq.
              Tel:  212-506-5325
              Fax:  212-506-5151

or, in any case, at such other address or addresses as shall have been furnished
in writing by one party to the other parties in accordance  with the  provisions
of this Section 9.1.


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<PAGE>

     All such  notices  and  communications  shall be  deemed  to have been duly
given: at the time delivered,  if delivered by hand,  telex or by courier;  five
(5) business days after being deposited in the mail, if mailed; and when receipt
acknowledged, if telecopied.

     7.2 WAIVER.  No waiver of any  provision of this  Agreement in any instance
shall be, or for any purpose be deemed to be, a waiver of the right of any party
hereto to enforce strict compliance with the provisions hereof in any subsequent
instance.

     7.3 AGREEMENT TO PERFORM NECESSARY ACTS. Each party hereto and the heirs,
executors or administrators  of the Stockholders  shall perform any further acts
and  execute and deliver any  documents  or procure any court  orders  which may
reasonably  be  necessary or  appropriate  to carry out the  provisions  of this
Agreement.

     7.4 MODIFICATION.  Except as otherwise provided herein,  this Agreement may
not be modified or amended  except by a writing  signed by each of the  Founders
and by an officer duly authorized to act on behalf of RSI.

     7.5  SUBMISSION  TO  JURISDICTION.   Each  of  the  parties  hereto  hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the courts of the State of New York and of the United  States of America,  in
each case  located  in the County of New York,  for any  action,  proceeding  or
investigation in any court or before any governmental  authority  ("Litigation")
arising out of or relating to this Agreement and the  transactions  contemplated
hereby (and agrees not to commence any  Litigation  relating  thereto  except in
such courts).  Each of the parties hereto hereby irrevocably and unconditionally
waives any  objection  to the laying of venue of any  Litigation  arising out of
this  Agreement  or the  transactions  contemplated  hereby in the courts of the
State of New York or the United  States of America,  in each case located in the
County of New York, and hereby further  irrevocably and  unconditionally  waives
and  agrees  not to plead or claim in any such  court  that any such  Litigation
brought in any such court has been brought in an inconvenient forum.

     7.6 GOVERNING LAW. This agreement shall be governed by and construed in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflict of law rules  thereof,  applicable to contract made and to be performed
within that State.

     7.7 EFFECT OF  HEADINGS.  The Article and Section  headings  herein are for
convenience only and shall not affect the construction hereof.

     7.8   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument. In proving this Agreement
it  shall  not be  necessary  to  produce  or  account  for  more  than one such
counterpart executed by the party against whom enforcement is sought.

     7.9 SEVERABILITY. If any provision of this Agreement shall be held to be
illegal,    invalid   or   unenforceable   such   illegality,    invalidity   or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal,  invalid or unenforceable  any other provision of this
Agreement  unless the effect thereof would be to alter  materially the effect of
this  Agreement,  and this Agreement (if not so altered) shall be carried out as
if any such  illegal,  invalid or  unenforceable  provision  were not  contained
herein.

     7.10  DELAYS  OR  OMISSIONS.  It is  agreed  that no delay or  omission  to
exercise any right,  power or remedy on the part of any party upon any breach or
default of any party to this  Agreement  shall  impair


                                       9
<PAGE>

any such right, power or remedy, nor shall it be construed to be a waiver of any
such breach or default, or any acquiescence therein, or of any similar breach or
default  thereafter  occurring;  nor shall any  waiver of any  single  breach or
default  be deemed a waiver  of any  other  breach  or  default  theretofore  or
thereafter occurring.  It is further agreed that any waiver,  permit, consent or
approval of any kind or  character  on any party of any breach or default  under
this  Agreement  must be in writing  and shall be  effective  only to the extent
specifically  set forth in such writing and that all remedies  either under this
Agreement,  or by law otherwise  afforded to any party,  shall be cumulative and
not alternative.

     7.11 ENTIRE AGREEMENT. This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. To the extent that this Agreement refers to
any  defined  term or  provision  in any other  agreement  between and among the
parties  hereto,  such reference or use thereof in this  Agreement  shall not be
deemed to supercede such defined term or provision in such other agreement. This
Agreement  is  intended  to be  for  the  sole  and  exclusive  benefit  of  the
signatories  hereto and their  permitted  successors  and  assigns,  and for the
benefit of no other Person.


                                       10
<PAGE>

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

                                      RECKSON SERVICE INDUSTRIES, INC.


                                       By:      ________________________________
                                                Jeffrey D. Neumann
                                                Executive Vice President



                                       ELLIOT S. COOPERSTONE

                                       _________________________________________


                                       H. THACH PHAM

                                       _________________________________________


<PAGE>

                                    EXHIBIT I

                                 FORM OF WARRANT



THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED,
OR OTHERWISE TRANSFERRED UNLESS EITHER (A) COVERED BY AN EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND QUALIFIED  UNDER
APPLICABLE STATE SECURITIES LAWS, OR (B) THE CORPORATION HAS BEEN FURNISHED WITH
AN  OPINION OF  COUNSEL  ACCEPTABLE  TO THE  CORPORATION  TO THE EFFECT  THAT NO
REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. IN NO EVENT
MAY  THESE  SECURITIES  BE  TRANSFERRED  EARLIER  THAN THE FIRST TO OCCUR OF (A)
DECEMBER __, 2001 AND (B) A CHANGE-IN-CONTROL TRANSACTION (AS DEFINED HEREIN).

                    WARRANT TO PURCHASE UP TO 100,000 SHARES
                               OF COMMON STOCK OF
                        RECKSON SERVICE INDUSTRIES, INC.
                (VOID AFTER THE EXPIRATION DATE SET FORTH HEREIN)
                                                                             W-1
         This  certifies  that [NAME OF HOLDER] or its  permitted  assigns  (the
"Holder"),  for value  received,  is entitled to purchase  from Reckson  Service
Industries,  Inc., a Delaware  corporation  (the  "Company"),  having a place of
business at 10 East 50th Street - 27th Floor,  New York,  New York, a maximum of
100,000 fully paid and  nonassessable  shares of the Company's Common Stock, par
value  $.01 per share  (the  "Common  Stock")  for cash at a price of $15.00 per
share (as may be adjusted  from time to time in  accordance  with Section 3, the
"Stock  Purchase  Price")  at any time or from time to time up to and  including
5:00 p.m.  (New  York  time),  on the first to occur of (i) a  Change-in-Control
Transaction  (as defined  below),  and (ii) December __, 2009 (the first of such
dates in  clauses  (i) and (ii)  being  referred  to herein  as the  "Expiration
Date").  Holder may purchase the shares  hereunder upon surrender to the Company
at its principal office (or at such other location as the Company may advise the
Holder  in  writing)  of  this  Warrant  properly  endorsed  with  the  Form  of
Subscription attached hereto duly filled in and signed and, if applicable,  upon
payment in cash or by check of the aggregate Stock Purchase Price for the number
of shares for which this Warrant is being  exercised  determined  in  accordance
with the  provisions  hereof.  The Stock Purchase Price and the number of shares
purchasable hereunder are subject to adjustment as provided in Section 3 of this
Warrant.


<PAGE>

     This Warrant is subject to the following terms and conditions:

     1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

     1.1  EXERCISE.  This  Warrant  is  exercisable  at any  time  prior  to the
Expiration  Date with  respect to all or any part of the shares of Common  Stock
set forth in the first  paragraph of this Warrant.  Any  unexercised  portion of
this Warrant shall terminate on the Expiration Date. The Company agrees that the
shares of Common Stock  purchased  under this Warrant shall be and are deemed to
be issued to the  Holder  hereof as the  record  owner of such  shares as of the
close of business on the date on which this Warrant shall have been surrendered,
properly endorsed,  the completed,  executed Form of Subscription  delivered and
payment  made for such  shares.  Certificates  for the shares of Common Stock so
purchased,  together  with any other  securities or property to which the Holder
hereof is entitled upon such  exercise,  shall be delivered to the Holder hereof
by the  Company at the  Company's  expense  within a  reasonable  time after the
rights represented by this Warrant have been so exercised. In case of a purchase
of less than all the  shares  which may be  purchased  under this  Warrant,  the
Company  shall  cancel  this  Warrant  and  execute and deliver a new Warrant or
Warrants  of like  tenor for the  balance of the  shares  purchasable  under the
Warrant  surrendered upon such purchase to the Holder hereof within a reasonable
time.  Each stock  certificate so delivered  shall be in such  denominations  of
Common Stock as may be requested by the Holder hereof and shall be registered in
the name of such Holder.

     1.2 NET  ISSUE  EXERCISE.  Notwithstanding  any  provisions  herein  to the
contrary, if the fair market value of one share of the Company's Common Stock is
greater than the Stock  Purchase  Price (at the date of calculation as set forth
below),  in lieu of  exercising  this Warrant for cash,  the Holder may elect to
receive shares equal to the value (as determined  below) of this Warrant (or the
portion  thereof  being  canceled) by surrender of this Warrant at the principal
office of the Company  together with the properly  endorsed Form of Subscription
and notice of such election in which event the Company shall issue to the Holder
a number of shares of Common Stock computed using the following formula:

                           X = Y (A-B)
                               -------
                                   A

    Where X = the number of shares of Common Stock to be issued to the Holder

          Y = the number of shares of Common Stock purchasable under the Warrant
          or, if only a portion of the Warrant is being  exercised,  the portion
          of the Warrant being exercised (at the date of such calculation)

          A = the fair market value of one share of the  Company's  Common Stock
          (at the date of such calculation)

          B = the  Stock  Purchase  Price  (as  adjusted  to the  date  of  such
          calculation)


<PAGE>

For purposes of the above calculation,  fair market value of one share of Common
Stock shall be equal to the closing  sales price for the Common  Stock as quoted
on the NASDAQ or any  successor  thereto or the  primary  exchange  on which the
Common Stock is then  quoted,  or, if the Common Stock is not then quoted on any
automated  quotation  system or exchange,  the price determined by the Company's
Board of Directors in good faith.

     2. SHARES TO BE FULLY PAID;  RESERVATION OF SHARES.  The Company  covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of the  rights  represented  by  this  Warrant  will,  upon  issuance,  be  duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
preemptive  rights of any stockholder  and free of all taxes,  liens and charges
with respect to the issue  thereof.  The Company  further  covenants  and agrees
that, during the period within which the rights evidenced by this Warrant may be
exercised,  the Company will at all times during such period have authorized and
reserved, for the purpose of issue or transfer upon exercise of the subscription
rights  evidenced by this Warrant,  a sufficient  number of shares of authorized
but  unissued  Common  Stock,  or other  securities  and  property,  when and as
required to provide for the exercise of the rights  evidenced  by this  Warrant.
The Company  will take all such action as may be  necessary  to assure that such
shares of Common Stock may be issued as provided herein without violation of any
applicable law or regulation,  or of any requirements of any domestic securities
exchange  upon which the  securities  of the  Company  may be listed;  provided,
however,  that the Company shall not be required to effect a registration  under
federal  or state  securities  laws  with  respect  to such  exercise  except as
otherwise  provided by that certain Warrant  Registration  Rights Agreement,  of
even date herewith, by and among the Company, Elliot S. Cooperstone and H. Thach
Pham.

     3.  ADJUSTMENT  OF STOCK  PURCHASE  PRICE AND NUMBER OF  SHARES.  The Stock
Purchase  Price and the number of shares  purchasable  upon the exercise of this
Warrant shall be subject to  adjustment  in  accordance  with this Section 3 and
from  time to time upon the  occurrence  of  certain  events  described  in this
Section 3. Upon each adjustment of the Stock Purchase Price,  the Holder of this
Warrant shall  thereafter be entitled to purchase,  at the Stock  Purchase Price
resulting from such adjustment, the number of shares obtained by multiplying the
Stock  Purchase  Price in effect  immediately  prior to such  adjustment  by the
number  of  shares  purchasable   pursuant  hereto  immediately  prior  to  such
adjustment,  and  dividing  the  product  thereof  by the Stock  Purchase  Price
resulting from such adjustment.


     3.1  SUBDIVISION OR COMBINATION OF STOCK.  In case the Company shall at any
time subdivide its  outstanding  shares of Common Stock into a greater number of
shares, the Stock Purchase Price in effect immediately prior to such subdivision
shall be proportionately reduced, and conversely, in case the outstanding shares
of Common  Stock of the  Company  shall be  combined  into a  smaller  number of
shares, the Stock Purchase Price in effect immediately prior to such combination
shall be proportionately increased.

     3.2 DIVIDENDS IN PREFERRED  STOCK,  PROPERTY,  RECLASSIFICATION.  If at any
time or from time to time the holders of Common Stock (or any shares of stock or
other securities at the time receivable upon the exercise of this Warrant) shall
have received or become entitled to receive, without payment therefor,


<PAGE>

     (a) Common  Stock or any shares of stock or other  securities  which are at
any time directly or indirectly  convertible  into or exchangeable for any other
shares of stock or other securities,  or any rights or options to subscribe for,
purchase or otherwise  acquire any of the  foregoing by way of dividend or other
distribution;

     (b)  Common  Stock or  additional  stock or other  securities  or  property
(including cash) by way of spinoff, split-up,  reclassification,  combination of
shares or similar corporate action, (other than shares of Common Stock issued as
a stock split or  adjustments  in respect of which shall be covered by the terms
of Section 3.1 above), then and in each such case, the Holder hereof shall, upon
the exercise of any portion of this Warrant, be entitled to receive, in addition
to the  number of  shares of Common  Stock  receivable  thereupon,  and  without
payment of any additional  consideration therefor, the amount of stock and other
securities and property  (including cash in the cases referred to in this clause
(b)) which such Holder  would hold on the date of such  exercise  had the Holder
been the holder of record of such Common  Stock as of the date on which  holders
of Common Stock received or became  entitled to receive such shares or all other
additional stock and other securities and property.

     3.3 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any
recapitalization, reclassification or reorganization of the capital stock of the
Company, or any consolidation or merger of the Company with another corporation,
or the sale of all or substantially all of its assets or other transaction shall
be  effected,   in  each  case  in  such  a  way  that  does  not  constitute  a
Change-in-Control  Transaction  (an "Organic  Change"),  then, as a condition of
such Organic Change, lawful and adequate provisions shall be made by the Company
whereby  the Holder  hereof  shall  thereafter  have the right to  purchase  and
receive (in lieu of the shares of the Common  Stock of the  Company  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented hereby) such shares of stock, securities or other assets or property
as may be issued or  payable  with  respect  to or in  exchange  for a number of
outstanding  shares of such  Common  Stock equal to the number of shares of such
stock  immediately  theretofore  purchasable and receivable upon the exercise of
the rights  represented  hereby. In the event of any Organic Change, the Company
shall make appropriate provision with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions hereof (including, without
limitation,  provisions  for  adjustments of the Stock Purchase Price and of the
number of shares  purchasable  and receivable upon the exercise of this Warrant)
shall thereafter be applicable,  in relation to any shares of stock,  securities
or assets thereafter  deliverable upon the exercise hereof. The Company will not
effect any such consolidation,  merger or sale unless, prior to the consummation
thereof,  the successor  corporation (if other than the Company)  resulting from
such  consolidation  or the  corporation  purchasing such assets shall assume by
written instrument reasonably  satisfactory in form and substance to the Holders
of a majority  of the  warrants  to  purchase  Common  Stock  then  outstanding,
executed  and mailed or delivered to the  registered  Holder  hereof at the last
address of such Holder appearing on the books of the Company,  the obligation to
deliver  to such  Holder  such  shares of  stock,  securities  or assets  as, in
accordance  with the  foregoing  provisions,  such  Holder  may be  entitled  to
purchase.  The Company  shall  notify the Holder of this Warrant of any proposed
Organic  Change  or  Change-in-Control   Transaction  reasonably  prior  to  the
consummation  of such Organic Change or  Change-in-Control  Transaction so as to
provide such Holder with a reasonable  opportunity prior to such consummation to
exercise  this  Warrant  in  accordance  with the terms and  conditions  hereof;
provided,  however,  that in the case of a transaction  which requires notice be
given to the holders

<PAGE>

of Common Stock of the Company, the Holder of this Warrant shall be provided the
same notice given to the holders of Common Stock of the Company.

     3.4 CERTAIN EVENTS.  If any change in the  outstanding  Common Stock or any
other event  occurs as to which the other  provisions  of this Section 3 are not
strictly  applicable  or if  strictly  applicable  would not fairly  protect the
purchase rights of the Holder of the Warrant in accordance with such provisions,
then the Board of  Directors  of the  Company  shall make an  adjustment  in the
number and class of shares available under the Warrant, the Stock Purchase Price
or the application of such provisions,  so as to protect such purchase rights as
aforesaid.  The adjustment  shall be such as will give the Holder of the Warrant
upon  exercise for the same  aggregate  Stock  Purchase  Price the total number,
class and kind of shares as the Holder  would have  owned had the  Warrant  been
exercised  prior to the event and had the Holder  continued  to hold such shares
until after the event requiring adjustment.

     3.5 NOTICES OF CHANGE.

     (a)  Immediately  upon any  adjustment  in the  number  or class of  shares
subject to this Warrant and of the Stock Purchase Price,  the Company shall give
written  notice  thereof to the Holder,  setting forth in reasonable  detail and
certifying the calculation of such adjustment.

     (b) The  Company  shall  give  written  notice  to the  Holder  at least 10
business days prior to the date on which the Company closes its books or takes a
record for determining rights to receive any dividends or distributions.

     (c) The Company  shall also give  written  notice to the Holder at least 30
business days prior to the date on which an Organic Change shall take place.

     4. ISSUE TAX. The issuance of certificates  for shares of Common Stock upon
the exercise of any portion of this Warrant shall be made without  charge to the
Holder of the Warrant for any issue tax (other than any applicable income taxes)
in respect thereof; provided, however, that the Company shall not be required to
pay any tax which may be  payable in respect  of any  transfer  involved  in the
issuance and delivery of any  certificate  in a name other than that of the then
Holder of the Warrant being exercised.

     5. CLOSING OF BOOKS.  The Company will at no time close its transfer  books
against the  transfer of any warrant or of any shares of Common  Stock issued or
issuable  upon the exercise of any warrant in any manner which  interferes  with
the timely exercise of any portion of this Warrant.

     6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained
in this  Warrant  shall be construed as  conferring  upon the Holder  hereof the
right to vote or to consent or to receive notice as a stockholder of the Company
or any other matters or any rights  whatsoever as a stockholder  of the Company.
No dividends or interest  shall be payable or accrued in respect of this Warrant
or the interest  represented hereby or the shares  purchasable  hereunder until,
and only to the  extent  that,  this  Warrant  shall  have  been  exercised.  No
provisions  hereof,  in the  absence  of  affirmative  action  by the  Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall

<PAGE>

give rise to any liability of such Holder for the Stock  Purchase  Price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by its creditors.

     7.  TRANSFER.  Until the end of the Restricted  Period (as defined  below),
neither this Warrant, the rights hereunder nor the shares of Common Stock issued
upon  exercise  of this  Warrant,  shall be  transferable,  in whole or in part,
except to the Holder's estate,  heirs,  administrators or executors and, whether
by gift or otherwise,  from the Holder to the Holder's spouse, siblings,  lineal
descendants  or ancestors  (or to a trustee of a trust which upon such  transfer
and at all  times  thereafter  is  maintained  solely  for the  benefit  of such
persons). Commencing at the end of the Restricted Period and thereafter, subject
to compliance with applicable  federal and state  securities  laws, this Warrant
and all rights  hereunder shall be  transferable,  in whole or in part,  without
charge to the holder hereof (except for transfer taxes),  upon surrender of this
Warrant properly endorsed.

     For purposes of this Warrant, a "Change-in-Control  Transaction" shall mean
any merger or  consolidation  of the Company into or with  another  corporation,
sale, transfer or other disposition of all or substantially all of the assets or
capital stock of the Company,  or any  reorganization,  recapitalization or like
transaction or series of transactions having substantially equivalent effect and
purpose, at the conclusion of which such merger, consolidation,  sale, transfer,
disposition, reorganization, recapitalization or like transaction the holders of
the voting capital stock of the Company immediately prior to such transaction or
series of  transactions  own less than a majority of the voting capital stock of
the acquiring  entity or entity  surviving or resulting from such transaction or
series of transactions immediately thereafter.

     For purposes of this Warrant, the "Restricted Period" shall mean the period
commencing  on the date of this  Warrant and ending on the first to occur of (a)
two  (2)  years  from  the  date  of this  Warrant  and (b) a  Change-in-Control
Transaction.

     8. RIGHTS AND  OBLIGATIONS  SURVIVE  EXERCISE  OF  WARRANT.  The rights and
obligations  of the Company,  of the Holder of this Warrant and of the holder of
shares of Common  Stock  issued  upon  exercise of this  Warrant  referred to in
Section 7 shall survive the exercise of this Warrant.

     9.  MODIFICATION  AND WAIVER.  This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.

     10. NOTICES. Any notice, request or other document required or permitted to
be given or delivered to the Holder  hereof or the Company shall be delivered or
shall be sent by certified mail, postage prepaid,  to the Holder at the Holder's
address as shown on the books of the  Company or to the  Company at the  address
indicated  therefor in the first paragraph of this Warrant or such other address
as either may from time to time provide to the other.

     11. BINDING  EFFECT ON  SUCCESSORS.  This Warrant shall be binding upon any
corporation  succeeding the Company by merger,  consolidation  or acquisition of
all or substantially all of the Company's assets.  All of the obligations of the
Company  relating to the Common Stock issuable upon the exercise of this Warrant
shall survive the exercise and

<PAGE>

termination of this Warrant.  All of the covenants and agreements of the Company
shall inure to the benefit of the successors and assigns of the Holder hereof.

     12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the
several  sections and  paragraphs  of this Warrant are inserted for  convenience
only  and do not  constitute  a part of this  Warrant.  This  Warrant  shall  be
construed and enforced in accordance  with,  and the rights of the parties shall
be governed by, the internal  laws of the State of New York,  without  regard to
its rules concerning conflicts of law.

     13. LOST WARRANTS. The Company represents and warrants to the Holder hereof
that upon  receipt of  evidence  reasonably  satisfactory  to the Company of the
loss, theft, destruction,  or mutilation of this Warrant and, in the case of any
such  loss,  theft or  destruction,  upon  receipt  of an  indemnity  reasonably
satisfactory  to  the  Company,  or in the  case  of any  such  mutilation  upon
surrender and cancellation of such Warrant,  the Company,  at its expense,  will
make and  deliver a new  Warrant,  of like tenor,  in lieu of the lost,  stolen,
destroyed or mutilated Warrant.

     14.  FRACTIONAL  SHARES. No fractional shares shall be issued upon exercise
of this  Warrant.  The Company  shall pay to the Holder,  in lieu of issuing any
fractional  share,  a sum in cash equal to such fraction  multiplied by the then
effective Stock Purchase Price.

<PAGE>






         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its officer thereunto duly authorized.

Dated:  As of December __, 1999     Reckson Service Industries, Inc.,
                                    a Delaware corporation


                                    By__________________________________________
                                    Name:  Scott H. Rechler
                                    Title: President and Chief Executive Officer

<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM


                                       Date:  ____________, _____

Reckson Service Industries, Inc.
225 Broadhollow Road
Melville, New York 11747
Attn:  Chief Executive Officer

Ladies and Gentlemen:

|_|  The  undersigned  hereby  elects to exercise  the  warrant  issued to it by
     Reckson  Service  Industries,  Inc. (the  "Company") and dated December __,
     1999 Warrant No. W-1 (the "Warrant") and to purchase thereunder ___________
     shares of the Common Stock,  par value $.01 per share,  of the Company (the
     "Shares") at a purchase  price of $___ per Share or an  aggregate  purchase
     price  of  ______________________   Dollars  ($__________)  (the  "Purchase
     Price").

|_|  The undersigned  hereby elects to convert  _______________________  percent
     (____%) of the value of the Warrant  pursuant to the  provisions of Section
     1.1 of the Warrant.

Pursuant to the terms of the Warrant the  undersigned has delivered the Purchase
Price  herewith  in full in cash or by  certified  check or wire  transfer.  The
undersigned also makes the  representations  set forth on the attached Exhibit B
of the Warrant.

                                                 Very truly yours,


                                                 By:

                                                 Title:


                                       9

<PAGE>

                                    Exhibit B

                            INVESTMENT REPRESENTATION

THIS  AGREEMENT  MUST BE  COMPLETED,  SIGNED AND  RETURNED  TO  RECKSON  SERVICE
INDUSTRIES,  INC.,  ALONG WITH THE  SUBSCRIPTION  FORM  BEFORE THE COMMON  STOCK
ISSUABLE UPON EXERCISE OF THE WARRANT DATED DECEMBER __, 1999, WILL BE ISSUED.

------------, ----

Reckson Service Industries, Inc.
225 Broadhollow Road
Melville, New York 11747
Attn:  Chief Executive Officer

Ladies and Gentlemen:

The undersigned, ________________ ("Purchaser"), intends to acquire up to ______
shares of the Common  Stock,  $0.01 par value per share (the "Common  Stock") of
Reckson Service  Industries,  Inc. (the "Company") from the Company  pursuant to
the exercise or conversion of certain  Warrants to purchase Common Stock held by
Purchaser.  The Common Stock will be issued to Purchaser  in a  transaction  not
involving a public offering and pursuant to an exemption from registration under
the  Securities  Act of 1933, as amended (the "1933 Act") and  applicable  state
securities  laws. In  connection  with such purchase and in order to comply with
the  exemptions  from  registration  relied  upon  by  the  Company,   Purchaser
represents, warrants and agrees as follows:

Purchaser  is  acquiring  the  Common  Stock  for its own  account,  to hold for
investment, and Purchaser shall not make any sale, transfer or other disposition
of the  Common  Stock in  violation  of the 1933 Act or the  General  Rules  and
Regulations  promulgated  thereunder by the Securities  and Exchange  Commission
(the "SEC") or in violation of any applicable state securities law.

Purchaser has been advised that the Common Stock has not been  registered  under
the 1933 Act or state  securities  laws on the ground that this  transaction  is
exempt from registration, and that reliance by the Company on such exemptions is
predicated in part on Purchaser's representations set forth in this letter.

Purchaser  has been  informed  that under the 1933 Act, the Common Stock must be
held  indefinitely  unless it is subsequently  registered  under the 1933 Act or
unless an exemption from such registration  (such as Rule 144) is available with
respect to any  proposed  transfer or  disposition  by  Purchaser  of the Common
Stock.  Purchaser further agrees that the Company may refuse to permit Purchaser
to sell, transfer or dispose of the Common Stock (except as permitted under Rule
144) unless there is in effect a registration  statement  under the 1933 Act and
any applicable state securities laws covering such transfer, or unless Purchaser
furnishes  an opinion  of counsel  reasonably  satisfactory  to counsel  for the
Company, to the effect that such registration is not required.


                                       10

<PAGE>

Purchaser  also  understands  and  agrees  that  there  will  be  placed  on the
certificate(s)  for the Common  Stock or any  substitutions  therefor,  a legend
stating in substance:

     "The shares  represented by this certificate have not been registered under
     the Securities Act of 1933, as amended (the "Securities Act"), or any state
     securities laws. These shares have been acquired for investment and may not
     be  sold  or  otherwise   transferred   in  the  absence  of  an  effective
     registration  statement  for  these  shares  under the  Securities  Act and
     applicable state securities laws, or an opinion of counsel  satisfactory to
     the  Company  that  registration  is not  required  and that an  applicable
     exemption is available."

Purchaser has carefully read this letter and has discussed its  requirements and
other applicable  limitations  upon Purchaser's  resale of the Common Stock with
Purchaser's counsel.

                                                 Very truly yours,


                                                 By:
                                                 Title:


                                       11

<PAGE>

                                   EXHIBIT II

                                 FORM OF OPTION

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED,
OR OTHERWISE TRANSFERRED UNLESS EITHER (A) COVERED BY AN EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND QUALIFIED  UNDER
APPLICABLE STATE SECURITIES LAWS, OR (B) THE CORPORATION HAS BEEN FURNISHED WITH
AN  OPINION OF  COUNSEL  ACCEPTABLE  TO THE  CORPORATION  TO THE EFFECT  THAT NO
REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. IN NO EVENT
MAY  THESE  SECURITIES  BE  TRANSFERRED  EARLIER  THAN THE FIRST TO OCCUR OF (A)
DECEMBER __,  2001,  (B) A QUALIFIED  IPO (AS DEFINED IN THAT  CERTAIN  EXCHANGE
AGREEMENT DATED DECEMBER __, 1999 BY AND AMONG RECKSON SERVICE INDUSTRIES, INC.,
ELLIOT S. COOPERSTONE AND H. THACH PHAM) AND (C) A CHANGE-IN-CONTROL TRANSACTION
(AS DEFINED HEREIN).

                     OPTION TO PURCHASE UP TO 394,737 SHARES
                               OF COMMON STOCK OF
                                ESOURCEONE, INC.
                (VOID AFTER THE EXPIRATION DATE SET FORTH HEREIN)
                                                                             O-1

     This  certifies  that  RECKSON   SERVICE   INDUSTRIES,   INC.,  a  Delaware
corporation,  or its permitted  assigns (the "Holder"),  for value received,  is
entitled to purchase from [Name of Party Granting the Option] (the  "Optionor"),
an individual residing at ____________________,  a maximum of 394,737 fully paid
and  nonassessable  shares of the  Common  Stock,  $.01 par value per share (the
"Common Stock"), of eSourceOne, Inc., a Delaware corporation (the "Company") for
cash at a price of $3.80  per  share  (as may be  adjusted  from time to time in
accordance with Section 3, the "Stock Purchase  Price") at any time or from time
to time up to and including 5:00 p.m. (New York time),  on the first to occur of
(i) a  Change-in-Control  Transaction (as defined below),  and (ii) December __,
2009 (the first of such dates in clauses  (i) and (ii) being  referred to herein
as the "Expiration  Date"). The shares purchasable  hereunder are referred to as
the "Purchasable Shares". Holder may purchase all or any part of the Purchasable
Shares upon surrender to the Optionor at the address of Optionor set forth above
(or at such other  location as the Optionor may advise the Holder in writing) of
this Option  properly  endorsed with the Form of Exercise Notice attached hereto
duly  completed  and  signed  and  against  payment  in cash or by  check of the
aggregate  Stock Purchase  Price for the number of Purchasable  Shares for which
this Option is being exercised determined in accordance with the

<PAGE>

provisions hereof. The Stock Purchase Price and the number of Purchasable Shares
are subject to adjustment as provided in Section 3 of this Option.

     This Option is subject to the following terms and conditions:

     1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

     1.1  EXERCISE.  This  Option  is  exercisable  at  any  time  prior  to the
Expiration Date with respect to all or any part of the Purchasable  Shares.  Any
unexercised  portion of this Option  shall  terminate  on the  Expiration  Date.
Certificates  for all or any  portion of the  Purchasable  Shares for which this
Option is exercised,  properly  endorsed,  together with any other securities or
property to which the Holder  hereof is entitled  upon such  exercise,  shall be
delivered to the Holder hereof by the Optionor at the Optionor's  expense within
a  reasonable  time after this Option has been so  exercised  and payment of the
purchase price for such Purchasable Shares has been received by the Optionor. In
the case of an election to purchase less than all of the Purchasable Shares, the
Optionor  shall  cancel  this  Option and  execute  and  deliver a new Option or
Options of like tenor for the  unexercised  portion  of the  Purchasable  Shares
within a reasonable  time. Each stock  certificate so delivered shall be in such
denominations of Common Stock as may be requested by the Holder hereof,  and the
Optionor  shall execute any such documents as may be requested by the Company to
register on the Company's stock ledger the ownership of the  Purchasable  Shares
in the name of such Holder.

     1.2 NET  ISSUE  EXERCISE.  Notwithstanding  any  provisions  herein  to the
contrary, if the fair market value per share of the Common Stock is greater than
the Stock Purchase  Price (at the date of  calculation  as set forth below),  in
lieu of exercising  this Option for cash, the Holder may elect to receive shares
equal to the value (as determined  below) of this Option (or the portion thereof
being  canceled)  by  surrender  of this  Option at the  address  of the  Holder
together with the properly  endorsed Form of Exercise  Notice and notice of such
election in which event the  Optionor  shall  transfer to the Holder a number of
shares of Common Stock computed using the following formula:

                           X = Y (A-B)
                                  ----
                                    A

    Where X = the number of shares of Common Stock to be issued to the Holder

          Y    = the number of Purchasable  Shares or, if only a portion of this
               Option is being  exercised,  the  portion  of this  Option  being
               exercised (at the date of such calculation)

          A    = the fair market value per share of Common Stock (at the date of
               such calculation)

          B    = the  Stock  Purchase  Price  (as  adjusted  to the date of such
               calculation)

For  purposes of the above  calculation,  fair market  value per share of Common
Stock shall be equal to the closing  sales price for the Common  Stock as quoted
on the NASDAQ or any

<PAGE>

successor  thereto or the  primary  exchange  on which the Common  Stock is then
quoted,  or, if the Common Stock is not then quoted on any  automated  quotation
system or exchange,  the price determined by the Company's Board of Directors in
good faith.


     2. SHARES TO BE UNENCUMBERED. The Optionor covenants and agrees that all of
the Purchasable Shares have been duly authorized, validly issued, fully paid and
nonassessable  and are free from all preemptive  rights of any  stockholder  and
free  of  all  taxes,  encumbrances,  liens,  charges  and  the  like  (each  an
"Encumbrance") with respect to the issue thereof, including, without limitation,
any Encumbrance  under that certain  Stockholders'  Agreement,  dated August 11,
1999, by and among certain stockholders of the Company, including, among others,
the Optionor and the Holder.  The Optionor  further  covenants  and agrees that,
during  the  period  within  which the rights  evidenced  by this  Option may be
exercised,  the Optionor will maintain  ownership of the Purchasable  Shares and
any additional stock or other securities or property  (including cash) by way of
spin-off,  split-up,   reclassification,   or  combination  thereof  or  similar
corporate action free and clear of any Encumbrances.  The Optionor will not take
any action in his  individual  capacity  which would cause,  or omit to take any
action  within the  reasonable  control of  Optionor  which would  prevent,  the
purchase of any of the  Purchasable  Shares by the Holder as provided  herein to
be, or from being,  as the case may be, a  violation  of any  applicable  law or
regulation,  or of any  requirements  of any domestic  securities  exchange upon
which the securities of the Company may be listed;  provided,  however, that the
foregoing sentence shall not apply in any case where it requires the Optionor to
act or omit to act in a manner that is contrary to any  fiduciary  duty that the
Optionor has to the Company in the Optionor's capacity as an officer or director
of the Company.

     3.  ADJUSTMENT  OF STOCK  PURCHASE  PRICE AND NUMBER OF  SHARES.  The Stock
Purchase  Price and the number of shares  purchasable  upon the exercise of this
Option shall be subject to adjustment in accordance with this Section 3 and from
time to time upon the occurrence of certain events  described in this Section 3.
Upon each  adjustment  of the Stock  Purchase  Price,  the Holder of this Option
shall thereafter be entitled to purchase,  at the Stock Purchase Price resulting
from such  adjustment,  the number of shares  obtained by multiplying  the Stock
Purchase Price in effect  immediately  prior to such adjustment by the number of
shares  purchasable  pursuant hereto  immediately prior to such adjustment,  and
dividing the product  thereof by the Stock  Purchase  Price  resulting from such
adjustment.


     3.1  SUBDIVISION OR COMBINATION OF STOCK.  In case the Company shall at any
time subdivide its  outstanding  shares of Common Stock into a greater number of
shares, the Stock Purchase Price in effect immediately prior to such subdivision
shall be proportionately reduced, and conversely, in case the outstanding shares
of Common  Stock of the  Company  shall be  combined  into a  smaller  number of
shares, the Stock Purchase Price in effect immediately prior to such combination
shall be proportionately increased.

     3.2 DIVIDENDS IN PREFERRED  STOCK,  PROPERTY,  RECLASSIFICATION.  If at any
time or from time to time the holders of Common Stock (or any shares of stock or
other  securities at the time receivable upon the exercise of this Option) shall
have received or become entitled to receive, without payment therefor,

<PAGE>

     (a) Common  Stock or any shares of stock or other  securities  which are at
any time directly or indirectly  convertible  into or exchangeable for any other
shares of stock or other securities,  or any rights or options to subscribe for,
purchase or otherwise  acquire any of the  foregoing by way of dividend or other
distribution;

     (b)  Common  Stock or  additional  stock or other  securities  or  property
(including cash) by way of spinoff, split-up,  reclassification,  combination of
shares or similar  corporate action (other than shares of Common Stock issued as
a stock split or  adjustments  in respect of which shall be covered by the terms
of Section 3.1 above), then and in each such case, the Holder hereof shall, upon
the exercise of any portion of this Option, be entitled to receive,  in addition
to the  number of  shares of Common  Stock  receivable  thereupon,  and  without
payment of any additional  consideration therefor, the amount of stock and other
securities and property  (including cash in the cases referred to in this clause
(b)) which such Holder  would hold on the date of such  exercise had he been the
holder of record of such Common Stock as of the date on which  holders of Common
Stock received or became entitled to receive such shares or all other additional
stock and other securities and property.

     3.3 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any
recapitalization, reclassification or reorganization of the capital stock of the
Company, or any consolidation or merger of the Company with another corporation,
or the sale of all or substantially all of its assets or other transaction shall
be  effected,   in  each  case  in  such  a  way  that  does  not  constitute  a
Change-in-Control  Transaction  (an "Organic  Change"),  then the Holder  hereof
shall  thereafter  have the right to purchase and receive (in lieu of the shares
of the Common  Stock of the  Company  immediately  theretofore  purchasable  and
receivable  upon the exercise of the rights  represented  hereby) such shares of
stock,  securities  or other assets or property as may be issued or payable with
respect to or in  exchange  for a number of  outstanding  shares of such  Common
Stock  equal to the  number of  Purchasable  Shares of  immediately  theretofore
purchasable and receivable upon the exercise of the rights  represented  hereby.
In the  event  of any  Organic  Change,  the  Optionor  shall  make  appropriate
provision  with respect to the rights and interests of the Holder of this Option
to the end that the provisions hereof (including, without limitation, provisions
for  adjustments  of the  Stock  Purchase  Price  and of the  number  of  shares
purchasable and receivable upon the exercise of this Option) shall thereafter be
applicable,  in relation to any shares of stock, securities or assets thereafter
deliverable  upon the exercise  hereof.  The Optionor shall notify the Holder of
any proposed Organic Change or Change-in-Control Transaction reasonably prior to
the consummation of such Organic Change or  Change-in-Control  Transaction so as
to provide Holder with a reasonable  opportunity  prior to such  consummation to
exercise this Option in accordance with the terms and conditions hereof.

     3.4 CERTAIN EVENTS.  If any change in the  outstanding  Common Stock or any
other event  occurs as to which the other  provisions  of this Section 3 are not
strictly  applicable  or if  strictly  applicable  would not fairly  protect the
purchase  rights of the  Holder in  accordance  with such  provisions,  then the
Optionor  shall make an adjustment  in the number and class of shares  available
under  the  Option,  the  Stock  Purchase  Price  or  the  application  of  such
provisions,  so as to protect such purchase rights as aforesaid.  The adjustment
shall be such as will give the Holder of this Option upon  exercise for the same
aggregate Stock Purchase Price the total number, class and kind of shares as the
Holder  would have owned had this Option been  exercised  prior to the event and
had the Holder  continued  to hold such shares  until after the event  requiring
adjustment.

<PAGE>
     3.5 NOTICES OF CHANGE.

     (a)  Immediately  upon any  adjustment  in the  number  or class of  shares
subject to this Option and of the Stock Purchase Price,  the Optionor shall give
written  notice  thereof to the Holder,  setting forth in reasonable  detail and
certifying the calculation of such adjustment.

     (b) The Optionor  shall give written notice to the Holder at least ten (10)
business days prior to the date on which the Company closes its books or takes a
record for determining rights to receive any dividends or distributions.

     (c) The  Optionor  shall  also give  written  notice to the Holder at least
thirty (30)  business  days prior to the date on which an Organic  Change  shall
take place.

     4. TRANSFER AND ISSUE TAXES.  The transfer of and issuance of  certificates
for shares of Common Stock upon the exercise of any portion of this Option shall
be made  without  charge to the Holder of this Option for any  transfer or issue
tax (other  than any  applicable  income  taxes) in respect  thereof;  provided,
however,  that neither Optionor nor the Company shall be required to pay any tax
which may be payable in respect of any  transfer  involved in the  issuance  and
delivery of any certificate in a name other than that of the then Holder of this
Option being exercised.

     5. CLOSING OF BOOKS.  The Optionor  shall not cause the Company to close at
any time the  Company's  transfer  books  against the  transfer of any shares of
Common Stock  transferable  upon the exercise of this Option in any manner which
interferes  with the timely  exercise of any portion of this  Option;  provided,
however,  that the  foregoing  sentence  shall  not  apply in any case  where it
requires  the Optionor to act or omit to act in a manner that is contrary to any
fiduciary duty that the Optionor has to the Company in the  Optionor's  capacity
as an officer or director of the Company.

     6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained
in this Option shall be construed as conferring upon the Holder hereof the right
to vote or to consent or to receive  notice as a  stockholder  of the Company or
any other matters or any rights  whatsoever as a stockholder of the Company.  No
dividends  or interest  shall be payable or accrued in respect of this Option or
the interest  represented hereby or the shares purchasable  hereunder until, and
only to the extent that,  this Option shall have been  exercised.  No provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration  herein of the rights or privileges of the
Holder,  shall give rise to any liability of such Holder for the Stock  Purchase
Price or as a stockholder of the Company,  whether such liability is asserted by
the Optionor, the Company or by its creditors.

     7.  TRANSFER.  Until the end of the Restricted  Period (as defined  below),
neither this Option,  the rights hereunder nor the shares of Common Stock issued
upon exercise of this Option, shall be transferable, in whole or in part, except
to  Affiliates  or  employees  of  the  Holder.  Commencing  at  the  end of the
Restricted Period and thereafter,  subject to compliance with applicable federal
and state  securities  laws,  this  Option  and all  rights  hereunder  shall be

<PAGE>

transferable,  in whole or in part,  without charge to the holder hereof (except
for transfer taxes), upon surrender of the Option properly enclosed.

     For purposes of this Option, the term "Affiliate" shall mean shall mean any
corporation  or other entity in which the subject person (A)(1) owns or controls
the voting rights of 50% or more of the capital stock or other equity  interests
the  holders of which are  generally  entitled  to vote for the  election of the
board of directors or other governing body of such  corporation or entity or (2)
has the right to nominate  and/or elect at least  one-half of the members of the
board of directors of such corporation or entity or (3) at least one-half of the
then current  members of the board of directors  of such  corporation  or entity
were  nominated or designated  for election as directors of such  corporation by
the subject  person and (B) for  financial  reporting  purposes,  the  financial
statements of the subject person includes on a consolidated  basis the financial
statements of such corporation or other entity.

     For purposes of this Option, a  "Change-in-Control  Transaction" shall mean
any merger or  consolidation  of the Company into or with  another  corporation,
sale, transfer or other disposition of all or substantially all of the assets or
capital stock of the Company,  or any  reorganization,  recapitalization or like
transaction or series of transactions having substantially equivalent effect and
purpose, at the conclusion of which such merger, consolidation,  sale, transfer,
disposition, reorganization, recapitalization or like transaction the holders of
the voting capital stock of the Company immediately prior to such transaction or
series of  transactions  own less than a majority of the voting capital stock of
the acquiring  entity or entity  surviving or resulting from such transaction or
series  of  transactions   immediately  thereafter;   provided,   however,  that
Change-in-Control  Transaction  shall not include any  acquisition  or series of
related  acquisitions of more than 50% of the  outstanding  capital stock of the
Company by Reckson Service Industries, Inc. or its Affiliates.

     For  purposes  of  this  Option,  a  "Qualified  IPO"  shall  mean  a  firm
underwritten  public  offering of common  stock of  eSourceOne  by a  nationally
recognized  underwriter which offering results in the receipt of aggregate gross
proceeds by  eSourceOne of at least  $30,000,000  and reflects a market value of
eSourceOne of at least $150,000,000 immediately prior to such public offering.

     For purposes of this Option, the "Restricted  Period" shall mean the period
commencing  on the date of this  Option  and ending on the first to occur of (a)
two (2)  years  from  the date of this  Option,  (b) a  Qualified  IPO and (c) a
Change-in-Control Transaction.

     8.  RIGHTS AND  OBLIGATIONS  SURVIVE  EXERCISE  OF  OPTION.  The rights and
obligations  of the  Company,  of the Holder of this Option and of the holder of
shares of Common  Stock  issued  upon  exercise  of this  Option  referred to in
Section 7 shall survive the exercise of this Option.

     9.  MODIFICATION  AND WAIVER.  This Option and any provision  hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.


<PAGE>

     10. NOTICES. Any notice, request or other document required or permitted to
be given or delivered to the Holder hereof or the Optionor shall be delivered or
shall be sent by certified mail, postage prepaid,  to the Holder at the Holder's
address as set forth in the first  paragraph of this Option,  to the Optionor at
the Optionor's  address as set forth in the first paragraph of this Option,  or,
in each case,  such other address as either may from time to time be provided by
one party to the other.

     11.  BINDING  EFFECT ON  SUCCESSORS.  This Option shall be binding upon any
successor in interest to the Optionor.  All of the  obligations  of the Optionor
relating to the  transfer of the Common  Stock upon the  exercise of this Option
shall survive the exercise and termination of this Option.  All of the covenants
and  agreements of the Optionor shall inure to the benefit of the successors and
assigns of the Holder.

     12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the
several sections and paragraphs of this Option are inserted for convenience only
and do not constitute a part of this Option.  This Option shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the  internal  laws of the  State  of New  York,  without  regard  to its  rules
concerning conflicts of law.

     13. LOST OPTION. The Optionor  represents and warrants to the Holder hereof
that upon  receipt of evidence  reasonably  satisfactory  to the Optionor of the
loss, theft,  destruction,  or mutilation of this Option and, in the case of any
such  loss,  theft or  destruction,  upon  receipt  of an  indemnity  reasonably
satisfactory  to the  Optionor,  or in the  case  of any  such  mutilation  upon
surrender and  cancellation of this Option,  the Company,  at its expense,  will
make and  deliver a new  Option,  of like  tenor,  in lieu of the lost,  stolen,
destroyed or mutilated Option.

     14.  FRACTIONAL  SHARES. No fractional shares shall be issued upon exercise
of this  Option.  The Company  shall pay to the  Holder,  in lieu of issuing any
fractional  share,  a sum in cash equal to such fraction  multiplied by the then
effective Stock Purchase Price.



<PAGE>

     IN WITNESS  WHEREOF,  the Option has caused this Option to be duly executed
by its officer thereunto duly authorized.

Dated:  As of December __, 1999                  [NAME OF OPTIONOR]
                       -----


                                                 By_____________________________

<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                                       Date: ____________, _____

[NAME OF OPTIONOR]
[STREET ADDRESS]
[CITY, STATE  ZIPCODE]

Dear __________:

|_|  The undersigned  hereby elects to exercise the option issued to it by [Name
     of Optionor] (the "Optionor"),  dated December __, 1999 (the "Option"), and
     to purchase  thereunder  ___________  shares (the  "Shares")  of the Common
     Stock,  par  value  $.01  per  share,  of  eSourceOne,   Inc.,  a  Delaware
     corporation, at a purchase price of $___ per Share or an aggregate purchase
     price  of  ______________________   Dollars  ($__________)  (the  "Purchase
     Price").

|_|  The undersigned  hereby elects to convert  _______________________  percent
     (____%) of the value of the Option  pursuant to the  provisions  of Section
     1.1 of the Option.

Pursuant to the terms of the Option the  undersigned  has delivered the Purchase
Price  herewith  in full in cash or by  certified  check or wire  transfer.  The
undersigned also makes the  representations  set forth on the attached Exhibit B
of the Option.

                                        Very truly yours,

                                        RECKSON SERVICE INDUSTRIES, INC.


                                        By:     ________________________________
                                                Name:
                                                Title:


                                       9

<PAGE>

                                    Exhibit B

                            INVESTMENT REPRESENTATION

THIS  AGREEMENT  MUST BE COMPLETED,  SIGNED AND RETURNED TO THE OPTIONOR,  ALONG
WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE
OPTION, DATED DECEMBER __, 1999, WILL BE ISSUED.

                                        ------------, ----

[NAME OF OPTIONOR]
[STREET ADDRESS]
[CITY, STATE  ZIPCODE]

Dear ____________:

The undersigned, ________________ ("Purchaser"), intends to acquire up to ______
shares of the Common Stock,  $0.01 par value per share (the "Common Stock"),  of
eSourceOne,  Inc. (the "Company") from you ("Optionor") pursuant to the exercise
of that  certain  Option,  dated  December  __,  1999,  granted by  Optionor  to
Purchaser.  The Common  Stock will be sold to  Purchaser  in a  transaction  not
involving a public offering and pursuant to an exemption from registration under
the  Securities  Act of 1933, as amended (the "1933 Act") and  applicable  state
securities  laws. In  connection  with such purchase and in order to comply with
the  exemptions  from  registration  relied  upon by Optionor  and the  Company,
Purchaser represents, warrants and agrees as follows:

Purchaser  is  acquiring  the  Common  Stock  for its own  account,  to hold for
investment, and Purchaser shall not make any sale, transfer or other disposition
of the  Common  Stock in  violation  of the 1933 Act or the  General  Rules  and
Regulations  promulgated  thereunder by the Securities  and Exchange  Commission
(the "SEC") or in violation of any applicable state securities law.

Purchaser has been advised that the Common Stock has not been  registered  under
the 1933 Act or state  securities  laws on the ground that this  transaction  is
exempt from registration,  and that reliance by Optionor and the Company on such
exemptions  is predicated in part on  Purchaser's  representations  set forth in
this letter.

Purchaser  has been  informed  that under the 1933 Act, the Common Stock must be
held  indefinitely  unless it is subsequently  registered  under the 1933 Act or
unless an exemption from such registration  (such as Rule 144) is available with
respect to any  proposed  transfer or  disposition  by  Purchaser  of the Common
Stock.  Purchaser further agrees that the Company may refuse to permit Purchaser
to sell, transfer or dispose of the Common Stock (except as permitted under Rule
144) unless there is in effect a registration  statement  under the 1933 Act and
any applicable state securities laws covering such transfer, or unless Purchaser
furnishes  an opinion  of counsel  reasonably  satisfactory  to counsel  for the
Company, to the effect that such registration is not required.


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<PAGE>

Purchaser  agrees that the shares of Common  Stock to be  purchased by Purchaser
upon  exercise  of the Option  shall in the hands of  Purchaser  continue  to be
subject to the terms and  conditions of that certain  Stockholders  Agreement by
and among the Company and certain stockholders of the Company,  including, among
others, Optionor and Purchaser,  or any replacement  stockholders agreement (the
"Stockholders  Agreement"),  and to execute a  counterpart  of the  Stockholders
Agreement  upon request by Optionor or the Company for the purpose of evidencing
such agreement by Purchaser.

Purchaser also  understands and agrees that, in addition to any legends required
by the Stockholders  Agreement,  there will be placed on the  certificate(s) for
the Common Stock or any substitutions therefor, a legend stating in substance:

     "The shares  represented by this certificate have not been registered under
     the Securities Act of 1933, as amended (the "Securities Act"), or any state
     securities laws. These shares have been acquired for investment and may not
     be  sold  or  otherwise   transferred   in  the  absence  of  an  effective
     registration  statement  for  these  shares  under the  Securities  Act and
     applicable state securities laws, or an opinion of counsel  satisfactory to
     the  Company  that  registration  is not  required  and that an  applicable
     exemption is available."

Purchaser has carefully read this letter and has discussed its  requirements and
other applicable  limitations  upon Purchaser's  resale of the Common Stock with
Purchaser's counsel.

                                           Very truly yours,

                                           RECKSON SERVICE INDUSTRIES, INC.


                                           By:   _______________________________
                                                 Name:
                                                 Title:


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