INTERCOMPANY AGREEMENT

         THIS INTERCOMPANY  AGREEMENT (the "Agreement") is made and entered into
as of the 13th day of May, 1998, by and between Reckson  Operating  Partnership,
L.P., a Delaware limited partnership (the "Operating Partnership"),  and Reckson
Service Industries, Inc., a Delaware corporation ("RSI").

W I T N E S S E T H:

         WHEREAS,  Reckson  Associates  Realty  Corp.,  a  Maryland  corporation
("Reckson"),  is the  managing  general  partner  of,  and owns a  supermajority
interest in, the Operating Partnership;

         WHEREAS, the Operating  Partnership has determined that it is precluded
from pursuing, or is limited in the manner in which it pursues, various business
opportunities  due to the status of Reckson as a real  estate  investment  trust
("REIT") under sections 856 through 860 of the Internal Revenue Code of 1986, as
amended (the "Code");

         WHEREAS,  RSI has been formed  primarily to provide various  commercial
services to the  Operating  Partnership  and its tenants and other third parties
and is  expected  to  pursue  real  estate  or real  estate  related  investment
opportunities  through  one or more real  estate  opportunity  funds,  including
Reckson Strategic Venture Partners, LLC ("RSVP"), which may make or acquire real
estate or real estate-related  investments other than REIT-Qualified Investments
(as  hereinafter  defined) and  REIT-Qualified  Investments  that the  Operating
Partnership has decided not to pursue;

         WHEREAS,  based upon management's  knowledge of and relationships  with
the Operating Partnership's tenants, the parties hereto believe that RSI will be
able to offer on  competitive  market terms a high quality  level of services to
the  Operating  Partnership  and its  tenants  and other  third  parties,  which
services  are  currently  provided  by  third  parties  in a  more  limited  and
fragmented manner or are not currently provided at all;

          WHEREAS,  the Operating  Partnership  believes that RSI,  particularly
through  RSVP or other real  estate  opportunity  funds,  may source  attractive
opportunities for REIT-Qualified Investments, which may be in sectors outside of
the Operating Partnership's traditional markets; and

         WHEREAS,  in  light of the  purposes  for  which  RSI was  formed,  the
Operating  Partnership  and RSI desire to enter into this  Agreement in order to
(i) reduce any  potential  conflict of interest  by  allocating  to each party a
right of first  opportunity  with respect to certain matters  referred to herein
and (ii)  provide  access to certain  information  for the  benefit of the other
party.

         NOW,   THEREFORE,   in   consideration   of  the  premises  and  mutual
undertakings herein, and for other good and valuable consideration,  the receipt
and sufficiency of which are hereby  acknowledged by each of the parties hereto,
the undersigned parties hereby agree as follows:
<PAGE>
          1. Definitions.  Except as may be otherwise herein expressly provided,
     the following terms and phrases shall have the meanings as set forth below:

                  (a)  "Affiliate"  means any entity in which a majority  of the
beneficial  ownership  interests are owned by another specified entity or by any
entity controlled by, controlling or under common control with another specified
entity.

                  (b) "Master Lease Opportunity" means the opportunity to become
the  lessee  under  a  "master"  lease   arrangement  of  a  property  owned  or
subsequently acquired by the Operating Partnership if the Operating Partnership,
in its sole discretion,  determines that,  consistent with the status of Reckson
as a REIT,  the Operating  Partnership is required to enter into such a "master"
lease  arrangement  for such  property  and that RSI or an  Affiliate  of RSI is
qualified to be the lessee based on experience in the industry and financial and
legal qualifications.

                  (c) "REIT Opportunity" means a direct or indirect  opportunity
to invest in (i) real estate, real estate mortgages, real estate derivatives, or
entities that invest primarily in or have a substantial  portion of their assets
in the aforementioned types of assets, or (ii) any other investment which may be
structured in a manner so as to be a REIT-Qualified Investment, as determined by
the Operating  Partnership  in its sole  discretion.  The Operating  Partnership
shall  have  the  right  from  time to time to  provide  written  notice  to RSI
specifying  certain  more  limited  criteria  for a REIT  Opportunity.  Any such
written  notice from the  Operating  Partnership  may be modified or canceled by
written notice given by the Operating Partnership at any time. The definition of
REIT  Opportunity  shall  be  modified  as  appropriate  from  time  to  time in
accordance with any such written notices sent by the Operating Partnership.

                  (d) A  "REIT-Qualified  Investment"  means an investment,  the
income from which  would  qualify  under the 95% gross  income test set forth in
section  856(c)(2) of the Code, the ownership of which would not cause a REIT to
violate the asset  limitations  set forth in section  856(c)(5) of the Code, and
which otherwise meets the federal income tax requirements applicable to REITs.

                  (e) "Service Provider  Opportunity"  means (i) the opportunity
to provide to the Operating  Partnership and its tenants and other third parties
commercial  services (other than customary services) utilized by lessees of real
estate or (ii) a Master Lease Opportunity. RSI shall have the right from time to
time to provide  written  notice to the Operating  Partnership  specifying  more
limited  criteria for a Service  Provider  Opportunity.  Any such written notice
from RSI may be modified or canceled by written notice given by RSI at any time.
The definition of Service Provider  Opportunity shall be modified as appropriate
from time to time in accordance with any such written notices sent by RSI.

         2.       Operating Partnership Right of First Opportunity.

                  (a) During the term of this Agreement,  if RSI develops a REIT
Opportunity,  or if any REIT  Opportunity  otherwise  becomes  available to RSI,
then,  subject to the  provisions  of Section  2(b),  RSI shall  offer such REIT
Opportunity first to the Operating  Partnership.  In the event that an Affiliate
of RSI (including, but not limited to, RSVP) develops a REIT Opportunity,  or if
any REIT  Opportunity  otherwise  becomes  available  to such  Affiliate,  then,
subject to the provisions of Section 2(b), RSI shall (i) cause such Affiliate to
offer such REIT  Opportunity  to the Operating  Partnership in the form of joint
venture with such Affiliate to the extent of RSI's interest  therein and (ii) to
the extent that such joint  venture has invested  funds in excess of 25% of such
Affiliate's  total common equity in a particular real estate sector,  cause such
Affiliate to offer all subsequent REIT  Opportunities in such sector directly to
the  Operating  Partnership.  The offer of a REIT  Opportunity  to the Operating
Partnership shall be made by written notice (the "RSI Notice"), which RSI Notice
shall contain a detailed description of the material terms and conditions of the
REIT  Opportunity  developed  by or  made  available  to RSI  or the  applicable
Affiliate, as the case may be, including, without limitation, any noncompetition
provisions. The Operating Partnership shall have ten days (the "Ten-Day Period")
from the date of  receipt  of the RSI  Notice  to notify  RSI or the  applicable
Affiliate,  as the case may be, in writing  that it has accepted or rejected the
REIT  Opportunity.  If the Operating  Partnership does not respond by the end of
the Ten-Day Period,  the Operating  Partnership shall be deemed to have rejected
the REIT Opportunity.  If the Operating  Partnership accepts a REIT Opportunity,
but subsequently decides not to pursue such opportunity, or for any other reason
fails  to  consummate  a  REIT  Opportunity,  the  Operating  Partnership  shall
immediately  provide  written  notice  that it is no longer  pursuing  such REIT
Opportunity to RSI or the applicable Affiliate, as the case may be.
<PAGE>

                  (b) If the Operating  Partnership  rejects a REIT Opportunity,
or accepts a REIT  Opportunity  but thereafter  provides,  or is required by the
provisions hereof to provide, written notice to RSI or the applicable Affiliate,
as the case may be, that it is no longer pursuing such REIT Opportunity,  RSI or
such Affiliate, as the case may be, shall, for a period of six months or, to the
extent that there are ongoing discussions relating thereto, a period of one year
after the Operating  Partnership  Withdrawal Date (as hereinafter  defined),  be
entitled  to acquire  the  related  REIT-Qualified  Investment  (i) on terms and
conditions that are not materially  more favorable to RSI or such Affiliate,  as
the case may be,  than the terms  and  conditions  set  forth in the RSI  Notice
relating to such REIT Opportunity or (ii) if the Operating  Partnership,  at any
time after the RSI Notice, negotiated different terms or conditions with respect
to such REIT  Opportunity,  then on terms and conditions that are not materially
more  favorable  than the  terms  and  conditions  negotiated  by the  Operating
Partnership. If RSI or an Affiliate of RSI (including, but not limited to, RSVP)
enters into a binding agreement to acquire a REIT-Qualified  Investment within a
six-month or one year period,  as  applicable,  after the Operating  Partnership
Withdrawal Date and  subsequently  one or more additional REIT  Opportunities in
the same real estate sector become  available to RSI or such  Affiliate,  as the
case may be, then RSI or such  Affiliate,  as the case may be, shall be under no
obligation to offer such REIT  Opportunity to the Operating  Partnership and RSI
or such  Affiliate,  as the case may be,  may  immediately  enter into a binding
agreement to acquire such Qualified Investment. If RSI or such Affiliate, as the
case  may  be,  does  not  enter  into  a  binding  agreement  to  acquire  such
REIT-Qualified   Investment   within  such  six-month  or  one-year  period,  as
applicable,  or if the terms and conditions are materially more favorable to RSI
than the terms and  conditions  set forth in the RSI Notice (or, if  applicable,
than the terms and conditions negotiated by the Operating Partnership subsequent
to the RSI Notice), then RSI or such Affiliate,  as the case may be, shall again
be required to comply with the  procedures set forth above in Section 2(a) if it
desires  to enter  into a  binding  agreement  to  acquire  such  REIT-Qualified
Investment.  The  Operating  Partnership  Withdrawal  Date  means any one of the
following  dates,  as  applicable:  (i) the date that the Operating  Partnership
notifies  RSI or the  applicable  Affiliate,  as the  case  may be,  that it has
rejected  the  REIT  Opportunity,  (ii) if the  Operating  Partnership  does not
respond to RSI or the applicable  Affiliate,  as the case may be,  regarding the
REIT  Opportunity,  the expiration date of the Ten-Day  Period,  or (iii) if the
Operating  Partnership  accepts the REIT Opportunity but subsequently  ceases to
pursue the  opportunity,  the earlier of (A) 30 days after the date on which the
Operating  Partnership  ceases to pursue the REIT Opportunity or (B) the date of
receipt  by RSI or the  applicable  Affiliate,  as the case may be,  of  written
notice from the  Operating  Partnership  that it is no longer  pursuing the REIT
Opportunity.

                  (c) RSI  agrees  to use  commercially  reasonable  efforts  to
assist the Operating  Partnership in consummating any REIT Opportunity  accepted
by the  Operating  Partnership  that  was  developed  by,  or  otherwise  became
available to, RSI (including,  without limitation,  structuring such opportunity
as a  REIT-Qualified  Investment)  and RSI shall cause its  Affiliates to do the
same.  Any  expenses  incurred  that are  directly  related  to  structuring  an
investment as a REIT-Qualified Investment shall be borne solely by the Operating
Partnership.

         3. RSI Access to Tenants;  RSI Right of First  Opportunity  for Service
Provider Opportunity.
<PAGE>

                  (a)  During  the  term  of  this   Agreement,   the  Operating
Partnership  shall  provide RSI with access to its tenants so that RSI may offer
services directly to such tenants,  including,  but not limited to, providing an
updated  listing  of all of  the  tenants  of  the  Operating  Partnership  on a
semi-annual  basis and the names of  contacts  at such  tenants.  The  Operating
Partnership  will  use  commercially   reasonable   efforts  to  facilitate  the
solicitation  of such  tenants  by RSI in respect  of  non-customary  commercial
services to be provided by them and,  if the  Operating  Partnership  develops a
Service Provider  Opportunity as a result of such efforts or otherwise,  or if a
Service  Provider  Opportunity  otherwise  becomes  available  to the  Operating
Partnership,  the  Operating  Partnership  shall  offer  such  Service  Provider
Opportunity  first  to  RSI.  If  the  Operating   Partnership  accepts  a  REIT
Opportunity presented to it by RSI or its Affiliates,  then the Service Provider
Opportunity in respect of such REIT  Opportunity  and any future  investments by
the Operating  Partnership  in the same real estate sector shall also be subject
to the right of first opportunity provided for in this Section 3(a).

         The offer of a  Service  Provider  Opportunity  to RSI shall be made by
written notice (the "Operating Partnership Notice"), which Operating Partnership
Notice shall contain a detailed description of the material terms and conditions
of the  Service  Provider  Opportunity  developed  by or made  available  to the
Operating  Partnership.  The Operating  Partnership shall thereafter  provide or
cause to be provided promptly to RSI such additional information relating to the
Service Provider  Opportunity as RSI reasonably may request.  For a period of 30
days  after the date  that the  Operating  Partnership  delivers  the  Operating
Partnership Notice, the Operating  Partnership and RSI shall negotiate with each
other on an exclusive basis with respect to such Service  Provider  Opportunity.
RSI shall offer to provide services to the Operating Partnership in respect of a
Service  Provider  Opportunity  at market rates and on terms and  conditions  as
attractive as the best  available for  comparable  services in the market or (it
being  understood  that RSI will provide market  information on such services to
the  Operating  Partnership  during such 30-day  period) those offered by RSI to
third parties.  If the Operating  Partnership and RSI are unable to enter into a
mutually  satisfactory   arrangement  with  respect  to  such  Service  Provider
Opportunity  within  such 30-day  period,  or if RSI  determines  that it is not
interested in pursuing  such Service  Provider  Opportunity  (in which event RSI
shall provide  written notice to the Operating  Partnership  promptly after such
determination),  then the Operating Partnership shall be entitled,  for a period
of six months or, to the extent  that  there are  ongoing  discussions  relating
thereto,  one year after the expiration of such 30-day  period,  to enter into a
binding  agreement with respect to such Service  Provider  Opportunity  with any
party on terms and  conditions  that are not  materially  more  favorable to the
Operating  Partnership than the terms and conditions last proposed in writing by
the Operating  Partnership to RSI. If the Operating  Partnership  does not enter
into a binding  agreement  with  respect to such  Service  Provider  Opportunity
within such six-month or one-year  period,  as  applicable,  or if the terms and
conditions are more materially  favorable to the Operating  Partnership than the
terms and  conditions  last proposed in writing by the Operating  Partnership to
RSI,  the  Operating  Partnership  shall  again be  required  to comply with the
procedures  set forth  above in this  Section  3(a) if it desires to pursue such
Service Provider Opportunity.

                  (b) Notwithstanding anything to the contrary contained in this
Agreement,  (1) the Operating  Partnership shall not be required to offer to RSI
any Service  Provider  Opportunity  in  connection  with a proposed  acquisition
involving a Master Lease  Opportunity  until a binding contract has been entered
into with respect to such  acquisition,  and the  consummation  of any agreement
between the  Operating  Partnership  and RSI with respect to a Service  Provider
Opportunity  shall be subject to the actual  closing of such  acquisition by the
Operating  Partnership,  (2) the Operating  Partnership shall have the right, in
its sole  discretion,  to decide not to pursue,  or to  discontinue  at any time
pursuing,  any investment  opportunity,  even if such  opportunity,  if pursued,
would create a Service Provider  Opportunity,  and (3) the Operating Partnership
shall have no obligation to offer any opportunity  other than a Service Provider
Opportunity to RSI.

                  (c)  The  Operating  Partnership  agrees  to use  commercially
reasonable  efforts to assist RSI in structuring and  consummating  all dealings
with outside parties in connection with any Service  Provider  Opportunity  that
was developed by, or otherwise became  available to, the Operating  Partnership.
The  Operating  Partnership  shall have the right,  in its sole  discretion,  to
structure  any  investment  as  a  REIT-  Qualified  Investment,  even  if  such
structuring prevents the Operating  Partnership from creating a Service Provider
Opportunity for RSI.

         4.  General  Terms and  Conditions  for  Rights  of First  Opportunity/
Notification Rights.

                  (a)  Unless   waived  or  unless  agreed  to  as  part  of  an
investment,  each  party  shall  bear  its  own  expenses  with  respect  to any
opportunity to which this Agreement is applicable, and each party agrees that it
shall not be entitled to any  compensation  from the other party with respect to
any such opportunity

                  (b) A party  shall not be required to comply with the right of
first  opportunity  and  notification  requirements  set forth in this Agreement
during any period in which the other party or any  Affiliate of such other party
is in default  of this  Agreement  or any other  agreement  entered  into by the
parties  hereto or any of their  Affiliates,  if such  default is  material  and
remains uncured for fifteen days after receipt of notice thereof.

                  (c)  The  Operating  Partnership  shall  not  enter  into  any
arrangement  or agreement  to provide any Service  Provider  Opportunity  to any
party other than RSI, and RSI shall not, and shall cause its  Affiliates not to,
enter into any  arrangement  or agreement to provide REIT  Opportunities  to any
party other than the Operating  Partnership,  except, in each case, as permitted
in this Agreement.
<PAGE>

                  (d) Any REIT  Opportunity  which is offered to and accepted by
the  Operating  Partnership  under this  Agreement  may be entered into by or on
behalf of the Operating  Partnership or by any designee which is an Affiliate of
the Operating Partnership.  Any Service Provider Opportunity which is offered to
and accepted by RSI under this  Agreement may be entered into by or on behalf of
RSI or by any Affiliate of RSI.

                  (e) All first opportunity and notification rights set forth in
this Agreement shall be  subordinated to any seller consent and  confidentiality
requirements.  Accordingly,  no party shall be required to comply with the first
opportunity  and  notification  rights  set  forth  in  this  Agreement  if such
compliance would violate any seller consent or confidentiality requirements.

                  (f) While it is the  intention  of the  parties to align their
businesses in accordance with the terms of this Agreement,  each party shall act
independently in its own best interests, and neither party shall be considered a
partner or agent of the other party or to owe any  fiduciary or other common law
duty to the other party.

                  (g) All provisions hereof requiring the giving of notice shall
be  satisfied  through the giving of notice to the Board of Directors of Reckson
or RSI, as the case may be, or a committee of such Board formed for the specific
purpose of addressing matters covered in this Agreement.

         5. Services of Officers and Directors.  It is  acknowledged  and agreed
that the directors  and  executive  officers of either party hereto may serve in
similar capacities with the other party hereto.

         6. RSI Ownership  Limitation.  So long as this  Agreement is in effect,
the certificate of incorporation  of RSI shall contain  provisions to the effect
that (i) no  stockholder  of RSI may own,  or be  deemed to own by virtue of the
attribution  provisions of Section  856(d)(5) of the Code, more than 9.9% of the
aggregate number or value of the outstanding shares of RSI common stock ("Common
Stock"),  (ii) no  stockholder  of RSI may own more than 9.9% in value of all of
the outstanding  shares of capital stock of RSI, taking into account all classes
of such  capital  stock  outstanding,  (iii) any  shares  of RSI stock  owned or
purported  to  be  owned  in  violation  of  the  foregoing  restrictions  shall
automatically  be  transferred  to a  trust  for  the  benefit  of a  charitable
beneficiary  and be  subject  to  "Excess  Stock"  provisions  similar  to those
contained  in Article  VII of the  Articles  of  Amendment  and  Restatement  of
Reckson,  and (iv) stockholders of RSI shall be required to disclose to RSI upon
demand such  information  with respect to the  ownership of RSI capital stock as
the Company  deems  necessary to determine  Reckson's  compliance  with the REIT
provisions of the Code,  provided that the  ownership  limitations  described in
clauses  (i) and (ii) above  shall be subject  to  exceptions  so as to enable a
stockholder  (x) to acquire and own any Common Stock  distributed  by Reckson to
its  shareholders,  (y) to  acquire  and own  Common  Stock in  satisfaction  of
obligations under that certain standby agreement between RSI and RSI Standby LLC
with  respect to the purchase of Common  Stock  subject to certain  subscription
rights distributed by RSI to its shareholders that expire  unexercised,  and (z)
to acquire and own employee  stock  options and Common Stock issued  pursuant to
the exercise of employee stock options.  The board of directors of RSI shall not
grant any  waivers or  exemptions  from the  foregoing  limitations  without the
consent of the board of directors  of Reckson,  which may be granted or withheld
in Reckson's sole discretion. RSI shall request from its stockholders,  pursuant
to the provision  described in clause (iv) above,  such  information  as Reckson
shall  direct  RSI to  request,  and RSI shall  promptly  advise  Reckson of the
responses it receives to such request.
<PAGE>

         7. Specific Performance. Each party hereto hereby acknowledges that the
obligations  undertaken by it pursuant to this Agreement are unique and that the
other party  hereto  would  likely have no adequate  remedy at law if such party
shall  fail to  perform  its  obligations  hereunder,  and such  party  therefor
confirms that the other party's  right to specific  performance  of the terms of
this  Agreement is  essential  to protect the rights and  interests of the other
party.  Accordingly,  in addition to any other  remedies that a party hereto may
have  at law or in  equity,  such  party  shall  have  the  right  to  have  all
obligations,  covenants,  agreements  and  other  provisions  of this  Agreement
specifically  performed  by the  other  party  hereto  and the right to obtain a
temporary  restraining  order or a temporary or permanent  injunction  to secure
specific  performance  and to  prevent  a breach  or  threatened  breach of this
Agreement by the other party hereto.  Each party submits to the  jurisdiction of
the courts of the State of Delaware for this purpose.

         8.  Affiliates.  Each party hereto shall cause all Affiliates under its
control to comply with the terms hereof. Reckson, by its signature below, hereby
agrees that it shall comply with the terms of this  Agreement  applicable to the
Operating Partnership.

         9. Term. The term of this Agreement shall commence as of the date first
written  above  and shall  terminate  on May 13,  2008.  This  Agreement  may be
extended  at the  option of  either of the  parties  hereto  for two  additional
five-year periods, upon notice given to the other party within six months of the
expiration hereof.  Notwithstanding the foregoing,  a party hereto may terminate
this  Agreement  if the other party or any  Affiliate  of such other party is in
default of this  Agreement  or any other  agreement  entered into by the parties
hereto or any of their  Affiliates,  if such  default is  material  and  remains
uncured for fifteen days after receipt of notice thereof.

         10.      Miscellaneous.

                  (a)      Notices. Notices shall be sent to the parties at the
                           following addresses:

                           Reckson Operating Partnership, L.P.
                           225 Broadhollow Road
                           Melville, NY  11747
                           Facsimile:  516-756-1764
                           Attention:  Jason M. Barnett, Esq.

                           with a copy to:

                           Edward F. Petrosky, Esq.
                           Brown & Wood LLP
                           One World Trade Center
                           NY, NY  10048
                           Facsimile:  212-839-5599

                           Reckson Service Industries, Inc.
                           225 Broadhollow Road
                           Melville, NY  11747
                           Facsimile: 516-756-1764
                           Attention:  Scott H. Rechler

                           with a copy to:

                           Mitchell Rechler, Secretary
<PAGE>

         Notices  may be sent  by  certified  mail,  return  receipt  requested,
Federal Express or comparable  overnight delivery service, or facsimile.  Notice
will be deemed  received on the fourth  business day  following  deposit in U.S.
mail and on the first  business day  following  deposit with Federal  Express or
other  delivery  service,  or  transmission  by  facsimile.  Any  party  to this
Agreement  may change its  address  for notice by giving  written  notice to the
other party at the address and in accordance with the procedures provided above.

                  (b) Reasonable and Necessary Restrictions. Each of the parties
hereto hereby  acknowledges and agrees that the  restrictions,  prohibitions and
other provisions of this Agreement are reasonable,  fair and equitable in scope,
term and duration, are necessary to protect the legitimate business interests of
the parties hereto and are a material  inducement to the parties hereto to enter
into the transactions described in and contemplated by the recitals hereto. Each
party hereto covenants that it will not sue to challenge the  enforceability  of
this Agreement or raise any equitable defense to its enforcement.

                  (c) Successors and Assigns.  This Agreement shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors and assigns.  Except as otherwise  permitted in this Agreement,  this
Agreement  shall not be assigned  without the express written consent of each of
the  parties  hereto.  Notwithstanding  the  foregoing,  this  Agreement  may be
assigned  without the consent of any party hereto in connection with any merger,
consolidation,  reorganization  or  other  combination  of a party  with or into
another entity where the party is not the surviving entity.

                  (d)  Amendments;   Waivers.   No  termination,   cancellation,
modification,  amendment,  deletion, addition or other change in this Agreement,
or any provision hereof, or waiver of any right or remedy herein provided, shall
be effective for any purpose  unless such change or waiver is  specifically  set
forth in a writing  signed  by the party or  parties  to be bound  thereby.  The
waiver of any right or remedy with  respect to any  occurrence  on one  occasion
shall not be  deemed a waiver  of such  right or  remedy  with  respect  to such
occurrence on any other occasion.

                  (e)  Choice  of  Law.  This   Agreement  and  the  rights  and
obligations  of the parties  hereunder  shall be governed  by and  construed  in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
principles of choice of law thereof.

                  (f)  Severability.  In the event that one or more of the terms
or provisions of this Agreement or the  application  thereof to any person(s) or
in any  circumstance(s)  shall, for any reason and to any extent,  be found by a
court of competent  jurisdiction to be invalid,  illegal or unenforceable,  such
court shall have the power,  and hereby is directed,  to substitute for or limit
such  invalid  term(s),  provision(s)  or  application(s)  and to  enforce  such
substituted or limited terms or provisions,  or the application thereof. Subject
to the foregoing,  the invalidity,  illegality or  enforceability  of any one or
more of the terms or  provisions of this  Agreement,  as the same may be amended
from time to time, shall not affect the validity,  legality or enforceability of
any other term or provision hereof.

                  (g)  Entire  Agreement;  No  Third-Party  Beneficiaries.  This
Agreement  constitutes the entire agreement and supersedes all prior agreements,
understandings,  negotiations and discussions,  whether written or oral, between
the parties hereto with respect to the subject  matter  hereof,  so that no such
external or separate  agreement relating to the subject matter of this Agreement
shall have any effect or be binding, unless the same is referred to specifically
in this  Agreement  or is executed by the parties  after the date  hereof.  This
Agreement is not intended to confer upon any other person any rights or remedies
hereunder  and shall not be  enforceable  by any party not a  signatory  to this
Agreement.

                  (h) Gender;  Number.  As the context  requires,  any word used
herein in the singular shall extend to and include the plural,  any word used in
the plural  shall  extend to and include the  singular  and any word used in any
gender  or the  neuter  shall  extend to and  include  each  other  gender or be
neutral.

                  (i) Headings. The headings of the sections hereof are inserted
for convenience of reference only and are not intended to be a part of or affect
the meaning or  interpretation  of this  Agreement  or of any term or  provision
hereof.

                  (j)  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which together shall be deemed to be an original and
all of which together shall be deemed to constitute one and the same agreement.



<PAGE>



         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be duly executed by one of its duly  authorized  signatories  as of
the date first above written.

                       RECKSON OPERATING PARTNERSHIP, L.P.


                                   By:     Reckson Associates Realty Corp.,
                                           its sole general partner


                                    By:     /s/ Mitchell Rechler
                                            -------------------------
                                            Name: Mitchell Rechler
                                            Title:  Executive Vice President



                        RECKSON SERVICE INDUSTRIES, INC.


                                    By:     /s/ Scott H. Rechler
                                            ----------------------------
                                            Name: Scott H. Rechler
                                            Title:  President