Exhibit 10.41


                      WARRANT REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement") is made and entered
into as of December 7, 1999 between RECKSON SERVICE INDUSTRIES, INC., a Delaware
corporation  (the "Company") and Elliott S. Cooperstone  ("Cooperstone")  and H.
Thach Pham ("Pham"; together with Cooperstone, the "Sellers").

                                    RECITALS

     WHEREAS,  the Company and each of the Sellers have  executed and  delivered
that  certain  Agreement,  dated  December 7, 1999 (the  "Exchange  Agreement"),
pursuant to which the Company has agreed to execute and deliver to each Seller a
Warrant  (each a  "Warrant";  together the  "Warrants")  to purchase a specified
number of shares of common stock, par value $0.01 per share, of the Company (the
"Warrant Shares"), in exchange for execution and delivery to the Company by each
Seller an Option to purchase  from such  Seller a specified  number of shares of
the common stock,  par value $0.01 per share,  of  eSourceOne,  Inc., a Delaware
corporation ("eSourceOne");

     WHEREAS,  as an inducement to the Sellers to consummate such exchange,  the
Company  desires to grant to each  Seller the  registration  rights set forth in
this Agreement, subject to the terms and conditions set forth in 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. As  used  in  this  Agreement, the  following  capitalized
defined terms shall have the following meanings:

     "Advice"  shall have the meaning set forth in the last paragraph of Section
3 hereof.

     "Affiliate"  has the same  meaning  as given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

     "Business Day" means any day other than a Saturday,  a Sunday,  or a day on
which banking institutions in The City of New York are authorized or required by
law, executive order or regulation to remain closed.

     "Change-in-Control  Transaction"  means 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.

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     "Company"  shall  have  the  meaning  set  forth  in the  preamble  to this
Agreement and also includes the Company's successors and permitted assigns.

     "Effectiveness  Period"  shall have the meaning  set forth in Section  2(a)
hereof.

     "Exchange Act" shall mean the  Securities  Exchange Act of 1934, as amended
from time to time.

     "Exchange  Agreement"  shall have the meaning set forth in the  preamble to
this Agreement.

     "Holder" shall mean each of the Sellers, for so long as any of them own any
Registrable  Securities,  and each of their respective  successors,  assigns and
direct and  indirect  transferees  who become  holders of record of  Registrable
Securities.

     "Inspectors" shall have the meaning set forth in Section 3(m) hereof.

     "Issue Date" shall mean the date of original issuance of the Warrant Shares
pursuant to the Exchange Agreement.

     "Person"  shall  mean an  individual,  partnership,  corporation,  trust or
unincorporated  organization,  limited liability corporation, or a government or
agency or political subdivision thereof.

     "Prospectus"  shall mean the  prospectus  included in a Shelf  Registration
Statement,  including any  preliminary  prospectus,  and any such  prospectus as
amended or  supplemented  by any prospectus  supplement,  including a prospectus
supplement  with  respect  to the terms of the  offering  of any  portion of the
Registrable  Securities  covered by a Shelf Registration  Statement,  and by all
other  amendments  and  supplements  to a prospectus,  including  post-effective
amendments, and, in each case, including all documents incorporated by reference
therein.

     "Records" shall have the meaning set forth in Section 3(k) hereof.

     "Registrable Securities" shall mean the Warrant Shares; provided,  however,
that Warrant Shares shall cease to be Registrable Securities when the earlier of
the following  occurs (i) a Shelf  Registration  Statement  with respect to such
Warrant Shares for the resale thereof shall have been declared  effective  under
the  Securities Act and such Warrant Shares shall have been disposed of pursuant
to such Shelf Registration  Statement,  (ii) such Warrant Shares shall have been
sold to the public  pursuant to Rule 144(k) (or any  similar  provision  then in
force,  but not Rule 144A) under the  Securities  Act or are eligible to be sold
without  restriction as contemplated by Rule 144(k) or (iii) such Warrant Shares
shall have ceased to be outstanding.

     "Registration  Expenses"  shall  mean  any and  all  expenses  incident  to
performance  of or  compliance  by the Company  with this  Agreement,  including
without limitation:  (i) all SEC or National  Association of Securities Dealers,
Inc.  (the  "NASD")  registration  and filing  fees,  (ii) all fees and expenses
incurred in connection with  compliance  with state  securities or blue sky laws
(including reasonable fees and disbursements of one counsel for all underwriters
or Holders as a group in connection  with blue sky  qualification  of any of the
Registrable Securities), (iii) all

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expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Shelf Registration  Statement,  any Prospectus and
any amendments or supplements  thereto,  (iv) all fees and expenses  incurred in
connection  with the  listing,  if any,  of the  Registrable  Securities  on any
securities  exchange  or quoted on  NASDAQ,  (v) all fees and  disbursements  of
counsel for the Company and of its independent public accountants, including the
expenses  of  any  "cold  comfort"  letters  required  by or  incident  to  such
performance and compliance.

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

     "Rule  144(k)  Period"  shall mean the period of two years (or such shorter
period as may hereafter be referred to in Rule 144(k) under the  Securities  Act
(or similar successor rule)) commencing on the Issue Date.

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities  Act" shall mean the  Securities  Act of 1933,  as amended from
time to time.

     "Shelf Registration" shall mean a registration effected pursuant to Section
2(a) hereof.

     "Shelf Registration  Statement" shall mean a "shelf" registration statement
of the Company  pursuant to the  provisions  of Section 2(a) hereof which covers
all of the  Registrable  Securities on an appropriate  form under Rule 415 under
the Securities  Act, or any similar rule that may be adopted by the SEC, and all
amendments  and   supplements   to  such   registration   statement,   including
post-effective  amendments,  in each case  including  the  Prospectus  contained
therein,  all  exhibits  thereto and all  documents  incorporated  by  reference
therein.

     "Warrant Shares" shall have the meaning set forth in the recitals hereto.

     2. Registration Under the Securities Act.

     a. Shelf Registration.  At any time following (i) the exercise of a Warrant
for a number of Warrant Shares having a value of at least $1 million (determined
on the price  per share to be  offered  to the  public)  and (ii) the end of the
Restricted  Period,  upon the request of the Holders of such Warrant Shares, the
Company shall file or cause to be filed,  within 90 days after such  request,  a
Shelf Registration Statement providing for the sale by the Holders of all of the
Registrable  Securities and shall use its  reasonable  best efforts to have such
Shelf  Registration  Statement  declared  effective  by the SEC.  No  Holder  of
Registrable  Securities  shall be  entitled  to include  any of its  Registrable
Securities in any Shelf Registration pursuant to this Agreement unless and until
such  Holder  agrees in  writing  to be bound by all of the  provisions  of this
Agreement  applicable  to such Holder and  furnishes  to the Company in writing,
within 10 Business Days after receipt of a request therefor, such information as
the Company  may,  after  conferring  with  counsel  with regard to  information
relating  to Holders  that would be  required  by the SEC to be included in such
Shelf Registration Statement or Prospectus included therein,  reasonably request
for  inclusion  in any  Shelf  Registration  Statement  or  Prospectus  included
therein. Each Holder as to which any Shelf Registration is being effected agrees
to furnish to the

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Company  all  information  with  respect to such  Holder  necessary  to make the
information  previously  furnished to the Company by such Holder not  materially
misleading.

     The Company  agrees to use its  reasonable  best  efforts to keep the Shelf
Registration  Statement  continuously  effective and the  Prospectus  usable for
resales  during the Rule 144(k)  Period  (subject to  extension  pursuant to the
provisions of this  paragraph),  or for such shorter period which will terminate
when all of the Warrant Shares covered by the Shelf Registration  Statement have
been  sold  pursuant  to  the  Shelf  Registration  Statement  or  cease  to  be
Registrable Securities (the "Effectiveness Period"); provided, however, that for
120 days or less (whether or not  consecutive) in any twelve-month  period,  the
Company shall be permitted to suspend sales of Warrant Shares:  (i) if the Shelf
Registration  Statement  is no longer  effective  or the  Prospectus  usable for
resales due to circumstances  relating to pending  developments,  public filings
with the SEC and similar events,  (ii) because the Prospectus includes an untrue
statement  of a material  fact or omits to state a material  fact  necessary  in
order to make statements  therein, in the light of the circumstances under which
they were  made,  not  misleading  or (iii) if the  Company is engaged in or has
completed an underwritten  public offering and the underwriters'  lock-up period
with respect to sales of common  stock (or  securities  convertible  into common
stock) has not expired. Each Holder agrees that it shall give the Company notice
of not less than five (5) Business  Days prior to  disposing  of any  Registered
Securities under the Shelf  Registration  Statement so that the Company may make
any  determination  to suspend sales of Warrant  Shares as  contemplated  in the
preceding  sentence.  Each  Holder  further  agrees that it shall not dispose of
Registrable  Securities  under the Shelf  Registration  Statement  in any single
transaction of less than $1 million determined on the price per share offered to
the public;  provided however, a Holder may dispose of Registrable Securities in
a transaction  of less than $1 million if such Holder is disposing of all of its
Registrable Securities in such transaction. In addition, each Holder agrees that
it shall not  dispose of  Registrable  Securities  under the Shelf  Registration
Statement  in any  underwritten  offering by one or more Holders of less than an
aggregate of $5 million of  Registrable  Securities  determined on the price per
share offered to the public. The Company will, in the event a Shelf Registration
Statement is declared  effective,  provide to each Holder a reasonable number of
copies of the Prospectus  which is a part of the Shelf  Registration  Statement,
and, at that time, notify each such Holder that the Shelf Registration Statement
has become  effective  and take such other  actions  as are  required  to permit
unrestricted resales of the Registrable  Securities.  The Company further agrees
to  supplement or amend the Shelf  Registration  Statement if and as required by
the rules,  regulations or instructions applicable to the registration form used
by the Company for such Shelf Registration Statement or by the Securities Act or
by any other rules and regulations  thereunder for shelf registrations,  and the
Company agrees to furnish to the Holders of Registrable Securities copies of any
supplement or amendment to the Prospectus promptly after its being used or filed
with the SEC.

     b. Expenses.  The Company,  as issuer of the Warrant Shares,  shall pay all
Registration Expenses in connection with any Shelf Registration  Statement filed
pursuant to Section 2(a) hereof and will reimburse any single counsel designated
in writing by the Holders of a majority of the Registrable  Securities to act as
counsel for the Holders of the Registrable Securities in connection with a Shelf
Registration Statement,  which other counsel shall be reasonably satisfactory to
the Company;  provided however, that such reimbursement shall in no event exceed
an aggregate of $10,000.  Except as provided  herein,  each Holder shall pay all
expenses of its counsel,  underwriting  discounts and  commissions  and transfer
taxes, if any,

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relating to the sale or  disposition  of such  Holder's  Registrable  Securities
pursuant to the Shelf Registration Statement.

     (c) Effective Shelf Registration  Statement. A Shelf Registration Statement
will  not be  deemed  to have  become  effective  unless  it has  been  declared
effective by the SEC;  provided,  however,  that if, after it has been  declared
effective,  the  offering  of  Registrable  Securities  pursuant  to such  Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental  agency or court, such
Shelf  Registration  Statement will be deemed not to have been effective  during
the period of such  interference,  until the offering of Registrable  Securities
pursuant to such Shelf  Registration  Statement may legally resume.  The Company
will be deemed  not to have used its  reasonable  best  efforts to cause a Shelf
Registration  Statement to become, or to remain,  effective during the requisite
period if it  voluntarily  takes any action that would  result in any such Shelf
Registration  Statement not being declared effective or that would result in the
Holders of Registrable  Securities  covered  thereby not being able to offer and
sell such  Registrable  Securities  during  that  period,  unless such action is
required by applicable law.

     (d) Specific  Enforcement.  Without limiting the remedies  available to the
Holders,  the  Company  acknowledges  that any  failure by it to comply with its
obligations under Section 2(a) hereof may result in material  irreparable injury
to the Holders for which there is no adequate  remedy at law,  that it would not
be possible to measure  damages for such  injuries  precisely  and that,  in the
event of any such failure,  any Holder may obtain such relief as may be required
to specifically enforce the Company's obligations under Section 2(a) hereof.

     3.  Registration  Procedures.  In connection  with the  obligations  of the
Company with  respect to the Shelf  Registration  Statement  pursuant to Section
2(a) hereof, the Company shall use its reasonable best efforts to:

          (a) prepare and file with the SEC a Shelf  Registration  Statement  as
     prescribed by Section 2(a) hereof within the relevant time period specified
     in Section 2(a) hereof on the  appropriate  form under the Securities  Act,
     which form shall (i) be selected by the Company,  (ii) be available for the
     sale of the  Registrable  Securities by the selling  Holders  thereof,  and
     (iii) comply as to form in all material  respects with the  requirements of
     the applicable  form and include all financial  statements  required by the
     SEC to be filed therewith;  the Company shall use its efforts to cause such
     Shelf  Registration  Statement to become effective and remain effective and
     the Prospectus usable for resales in accordance with Section 2 hereof;

          (b) prepare and file with the SEC such  amendments and  post-effective
     amendments to the Shelf Registration  Statement as may be necessary to keep
     such Shelf Registration  Statement effective for the Effectiveness  Period,
     subject to the proviso  contained in the second  paragraph in Section 2(a),
     and cause each  Prospectus  to be  supplemented,  if so  determined  by the
     Company or requested by the SEC, by any required prospectus  supplement and
     as so  supplemented  to be  filed  pursuant  to Rule  424  (or any  similar
     provision  then in force)  under the  Securities  Act,  and comply with the
     provisions  of the  Securities  Act,  the  Exchange  Act and the  rules and
     regulations  promulgated  thereunder  applicable  to it with respect to the
     disposition of all securities

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<PAGE>

     covered by a Shelf Registration  Statement during the Effectiveness  Period
     in accordance  with the intended  method or methods of  distribution by the
     selling Holders thereof described in this Agreement;

          (c)  register  or  qualify  the  Registrable   Securities   under  all
     applicable state securities or "blue sky" laws of such jurisdictions by the
     time the applicable Shelf  Registration  Statement is declared effective by
     the  SEC as  any  Holder  of  Registrable  Securities  covered  by a  Shelf
     Registration  Statement and each underwriter of an underwritten offering of
     Registrable  Securities shall  reasonably  request in writing in advance of
     such date of effectiveness,  and do any and all other acts and things which
     may be  reasonably  necessary  or  advisable  to  enable  such  Holder  and
     underwriter to consummate the disposition in each such jurisdiction of such
     Registrable  Securities owned by such Holder;  provided,  however, that the
     Company shall not be required to (i) qualify as a foreign corporation or as
     a dealer in securities in any jurisdiction  where it would not otherwise be
     required  to  qualify  but for this  Section  3(c),  (ii) file any  general
     consent  to  service  of  process  in any  jurisdiction  where it would not
     otherwise be subject to such service of process or (iii) subject  itself to
     taxation in any such jurisdiction if it is not then so subject;

          (d)  promptly  notify each  Holder of  Registrable  Securities,  their
     counsel and the managing  underwriters,  if any, and promptly  confirm such
     notice in writing (i) of the  issuance  by the SEC or any state  securities
     authority  of any  stop  order  suspending  the  effectiveness  of a  Shelf
     Registration  Statement or the qualification of the Registrable  Securities
     in any  jurisdiction  described in Section 3(c) hereof or the initiation of
     any proceedings for that purpose,  (ii) if, between the effective date of a
     Shelf  Registration  Statement  and the closing of any sale of  Registrable
     Securities  covered  thereby,  the  representations  and  warranties of the
     Company contained in any purchase agreement,  securities sales agreement or
     other  similar  agreement  cease to be true  and  correct  in all  material
     respects,  and (iii) of the  happening  of any event or the  failure of any
     event to occur or the  discovery  of any facts,  during  the  Effectiveness
     Period, which makes any statement made in a Shelf Registration Statement or
     the related  Prospectus untrue in any material respect or which causes such
     Shelf Registration Statement or Prospectus to omit to state a material fact
     necessary  in order to make the  statements  therein,  in the  light of the
     circumstances under which they were made, not misleading;

          (e) obtain the withdrawal of any order suspending the effectiveness of
     the Shelf Registration Statement at the earliest possible moment;

          (f) cooperate with the selling  Holders of  Registrable  Securities to
     facilitate the timely preparation and delivery of certificates representing
     Registrable  Securities to be sold and not bearing any restrictive  legends
     and registered in such names as the selling Holders or the underwriters may
     reasonably  request at least two Business  Days prior to the closing of any
     sale  of  Registrable   Securities   pursuant  to  the  Shelf  Registration
     Statement;

          (g) promptly  after the  occurrence of any event  specified in Section
     3(d)(i)  or  3(d)(iii)  (subject  to a 120  day  grace  period  within  any
     twelve-month period) hereof,

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          prepare  a  supplement  or  post-effective   amendment  to  the  Shelf
          Registration  Statement  or the  related  Prospectus  or any  document
          incorporated  therein by reference or file any other required document
          so that, as thereafter  delivered to the purchasers of the Registrable
          Securities, such Prospectus will not include any untrue statement of a
          material fact or omit to state a material  fact  necessary in order to
          make the statements  therein,  in the light of the circumstances under
          which they were made,  not  misleading;  and the Company  shall notify
          each  Holder  to  suspend  use  of  the   Prospectus  as  promptly  as
          practicable  after the  occurrence  of such an event,  and each Holder
          hereby agrees to suspend use of the  Prospectus  until the Company has
          amended or supplemented the Prospectus to correct such misstatement or
          omission;

               (h) if  requested  by the Holders of  Registrable  Securities  in
          connection  with a firm commitment  underwritten  offering of at least
          $10  million  in  initial   public   offering   price  of  Registrable
          Securities:  (i) enter into such  agreements  (including  underwriting
          agreements) as are customary in  underwritten  offerings and make such
          representations  and  warranties to the  underwriters  (if any),  with
          respect to the  business of the Company and its  subsidiaries  as then
          conducted  and  with  respect  to the  Shelf  Registration  Statement,
          Prospectus  and  documents,  if  any,  incorporated  or  deemed  to be
          incorporated  by reference  therein,  in each case, as are customarily
          made by issuers to underwriters in underwritten offerings, and confirm
          the same if and when requested; (ii) obtain opinions of counsel to the
          Company  and updates  thereof  (which may be in the form of a reliance
          letter) in form and substance reasonably  satisfactory to the managing
          underwriters  covering  the  matters  customarily  covered in opinions
          requested in  underwritten  offerings and such other matters as may be
          reasonably  requested by such  underwriters  (it being agreed that the
          matters  to be  covered by such  opinion  may be subject to  customary
          qualifications   and   exceptions);   (iii)  obtain   "cold   comfort"
          accountants'  letters  and  updates  thereof  in  form  and  substance
          reasonably   satisfactory  to  the  managing   underwriters  from  the
          independent  certified  public  accountants  of the Company  (and,  if
          necessary,  any other independent  certified public accountants of any
          business  acquired by the Company for which  financial  statements and
          financial   data  are,  or  are  required  to  be,   included  in  the
          Registration Statement),  addressed to each of the underwriters,  such
          letters  to be in  customary  form and  covering  matters  of the type
          customarily  covered  in "cold  comfort"  letters in  connection  with
          underwritten  offerings and such other matters as reasonably requested
          by  such   underwriters  in  accordance  with  Statement  on  Auditing
          Standards  No. 72; and (iv) if an  underwriting  agreement  is entered
          into,   the  same  shall  contain   indemnification   provisions   and
          procedures;

               (i)  if  requested  by  Holders  of  Registrable   Securities  in
          connection  with a firm commitment  underwritten  offering of at least
          $15 million in public  offering price of Registrable  Securities  make
          reasonably   available  for   inspection  by  any  selling  Holder  of
          Registrable  Securities  who  certifies  to the Company  that it has a
          current intention to sell Registrable Securities pursuant to the Shelf
          Registration, any underwriter participating in any such disposition of
          Registrable Securities, if any, and any attorney,  accountant or other
          agent   retained   by  any  such   selling   Holder   or   underwriter
          (collectively,  the "Inspectors"), at the offices where normally kept,
          during the Company's  normal business  hours,  all financial and other
          records,   pertinent  organizational  and  operational  documents  and
          properties  of the Company  and its  subsidiaries  (collectively,  the
          "Records") as shall

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          be reasonably  necessary to enable them to exercise any applicable due
          diligence  responsibilities,  and cause  the  officers,  trustees  and
          employees of the Company and its  subsidiaries  to supply all relevant
          information in each case reasonably requested by any such Inspector in
          connection  with  such  Shelf  Registration  Statement;   records  and
          information  which the Company,  in good faith, to be confidential and
          any  Records and  information  which it notifies  the  Inspectors  are
          confidential  shall not be disclosed to any Inspector except where (i)
          the disclosure of such Records or information is necessary to avoid or
          correct a material misstatement or omission in such Shelf Registration
          Statement,  (ii) the release of such Records or information is ordered
          pursuant  to a  subpoena  or other  order  from a court  of  competent
          jurisdiction  or is necessary in connection  with any action,  suit or
          proceeding or (iii) such Records or  information  previously  has been
          made  generally  available to the public;  each selling Holder of such
          Registrable  Securities  will be  required  to agree in  writing  that
          Records and information obtained by it as a result of such inspections
          shall be deemed  confidential and shall not be used by it as the basis
          for any market  transactions  in the  securities of the Company unless
          and until such is made  generally  available to the public  through no
          fault of an Inspector or a selling Holder;  and each selling Holder of
          such  Registrable  Securities  will be  required  to further  agree in
          writing that it will, upon learning that disclosure of such Records or
          information  is sought  in a court of  competent  jurisdiction,  or in
          connection  with any action,  suit or  proceeding,  give notice to the
          Company and allow the Company at its expense to undertake  appropriate
          action to prevent  disclosure  of the Records and  information  deemed
          confidential;

               (j) comply with all applicable  rules and  regulations of the SEC
          so long as any provision of this  Agreement  shall be  applicable  and
          make generally  available to its  securityholders  earning  statements
          satisfying  the  provisions of Section 11(a) of the Securities Act and
          Rule  158  thereunder  (or any  similar  rule  promulgated  under  the
          Securities   Act)  no  later  than  45  days  after  the  end  of  any
          twelve-month  period  (or 90 days  after  the end of any  twelve-month
          period if such period is a fiscal year) (i)  commencing  at the end of
          any  fiscal  quarter  in  which  Registrable  Securities  are  sold to
          underwriters  in  a  firm  commitment  or  best  efforts  underwritten
          offering  and (ii) if not sold to  underwriters  in such an  offering,
          commencing on the first day of the first fiscal quarter of the Company
          after the  effective  date of a Shelf  Registration  Statement,  which
          statements shall cover said  twelve-month  periods,  provided that the
          obligations  under this  Section 3(j) shall be satisfied by the timely
          filing of  quarterly  and annual  reports on Forms 10-Q and 10-K under
          the Exchange Act;

               (k) cooperate with each seller of Registrable  Securities covered
          by a  Shelf  Registration  Statement  and  each  underwriter,  if any,
          participating  in the disposition of such  Registrable  Securities and
          their respective counsel in connection with any filings required to be
          made with the NASD; and

               (l) take all other steps necessary to effect the  registration of
          the Registrable  Securities covered by a Shelf Registration  Statement
          contemplated hereby.

               Each Holder agrees that, upon receipt  of  any  notice  from  the
Company of the occurrence of any event specified in Section 3(d)(i) or 3(d)(iii)
hereof, such Holder will

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forthwith discontinue  disposition of Registrable Securities pursuant to a Shelf
Registration  Statement  until  such  Holder's  receipt  of  the  copies  of the
supplemented or amended Prospectus  contemplated by Section 3(g) hereof or until
it is advised in  writing  (the  "Advice")  by the  Company  that the use of the
applicable  Prospectus may be resumed,  and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense) all copies in such
Holder's  possession,  other than  permanent  file copies then in such  Holder's
possession,  of the Prospectus  covering such Registrable  Securities current at
the time of receipt of such notice. If the Company shall give any such notice to
suspend  the  disposition  of  Registrable   Securities   pursuant  to  a  Shelf
Registration Statement,  the Company shall use its best efforts to file and have
declared effective (if an amendment) as soon as practicable after the resolution
of the related  matters an amendment  or  supplement  to the Shelf  Registration
Statement and related Prospectus.

     4.  Indemnification  and  Contribution.  (a) The Company  hereby  agrees to
indemnify and hold harmless each Holder, each underwriter who participates in an
offering of the Registrable Securities, each Person, if any, who controls any of
such parties  within the meaning of Section 15 of the Securities Act and Section
20 of the  Exchange  Act  and  each of  their  respective  directors,  officers,
employees and agents, as follows:

          (i) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  arising out of any untrue  statement or alleged
     untrue  statement  of a material  fact  contained  in a Shelf  Registration
     Statement (or any amendment thereto) or the Prospectus (or any amendment or
     supplement  thereto) or the  omission or alleged  omission  therefrom  of a
     material  fact  required  to  be  stated  therein,  in  the  light  of  the
     circumstances under which they were made, not misleading;

          (ii) against any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  to the extent of the  aggregate  amount paid in
     settlement of any  litigation,  or any  investigation  or proceeding by any
     governmental  agency  or body,  commenced  or  threatened,  or of any claim
     whatsoever  based upon any such untrue  statement or omission,  or any such
     alleged  untrue  statement or omission,  provided  that (subject to Section
     4(d) hereof) such  settlement is effected with the prior written consent of
     the Company; and

          (iii) against any and all expenses whatsoever,  as incurred (including
     the reasonable  fees and  disbursements  of counsel chosen by such Holder),
     reasonably  incurred in  investigating,  preparing or defending against any
     litigation,  or any investigation or proceeding by any governmental  agency
     or body,  commenced or threatened,  or any claim  whatsoever based upon any
     such untrue statement or omission,  or any such alleged untrue statement or
     omission,   to  the  extent  that  any  such  expense  is  not  paid  under
     subparagraph (i) or (ii) of this Section 4(a);

provided,  however,  that this indemnity does not apply to any loss,  liability,
claim,  damage or expense to the extent  arising out of an untrue  statement  or
omission or alleged  untrue  statement or omission  made in reliance upon and in
conformity with written information  furnished in writing to the Company by such
Holder  or  underwriter  for use in the  Shelf  Registration  Statement  (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto).

                                        9

<PAGE>

     (b) Each  Holder or  underwriter  agrees,  severally  and not  jointly,  to
indemnify  and hold harmless the Company,  its trustees and officers  (including
each officer of the Company who signed the Shelf  Registration  Statement),  and
each Person,  if any, who controls the Company  within the meaning of Section 15
of the  Securities  Act or Section 20 of the  Exchange  Act  against any and all
loss, liability, claim, damage and expense whatsoever described in the indemnity
contained in Section 4(a) hereof,  as incurred,  but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions,  made in the
Shelf  Registration  Statement (or any amendment  thereto) or the Prospectus (or
any  amendment or supplement  thereto) in reliance  upon and in conformity  with
written information furnished to the Company by such Holder expressly for use in
such Shelf Registration  Statement (or any amendment thereto) or such Prospectus
(or any  amendment or supplement  thereto);  provided,  however,  that no Holder
shall be liable for any claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Registrable Securities.

     (c) Each  indemnified  party shall give  notice as  promptly as  reasonably
practicable to each  indemnifying  party of any action  commenced  against it in
respect of which indemnity may be sought hereunder,  but failure to so notify an
indemnifying  party shall not relieve such indemnifying party from any liability
which it may have under this  Section 4 to the extent that it is not  materially
prejudiced  by such  failure  as a result  thereof,  and in any event  shall not
relieve  it from  liability  which  it may have  otherwise  on  account  of this
indemnity agreement. In the case of parties indemnified pursuant to Section 4(a)
or (b) above,  counsel to the  indemnified  parties  shall be  selected  by such
parties. An indemnifying party may participate at its own expense in the defense
of such action; provided,  however, that counsel to the indemnifying party shall
not (except  with the consent of the  indemnified  party) also be counsel to the
indemnified party. In no event shall the indemnifying  parties be liable for the
fees and  expenses  of more than one counsel  (in  addition  to local  counsel),
separate from their own counsel,  for all indemnified parties in connection with
any  one  action  or  separate  but  similar  or  related  actions  in the  same
jurisdiction  arising out of the same general  allegations or circumstances.  No
indemnifying  party shall,  without the prior written consent of the indemnified
parties,  settle or  compromise  or  consent to the entry of any  judgment  with
respect  to  any  litigation,   or  any   investigation  or  proceeding  by  any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which  indemnification  or  contribution  could be sought  under this
Section 4  (whether  or not the  indemnified  parties  are  actual or  potential
parties thereto), unless such settlement,  compromise or consent (i) includes an
unconditional  written  release of each  indemnified  party  from all  liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

     (d) If at any time an  indemnified  party shall have  validly  requested an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel,  such  indemnifying  party  agrees  that it  shall  be  liable  for any
settlement of the nature  contemplated by Section 4(a)(ii)  effected without its
written  consent if (i) such  settlement is entered into more than 45 days after
receipt  by  such  indemnifying  party  of  the  aforesaid  request,  (ii)  such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days  prior to such  settlement  being  entered  into  and  (iii)  such
indemnifying   party  shall  not  have  reimbursed  such  indemnified  party  in
accordance with such request prior to the date of such settlement.

                                       10

<PAGE>

     (e)  In  order  to  provide  for  just  and   equitable   contribution   in
circumstances  in which the  indemnity  agreement set forth in this Section 4 is
for any  reason  held  to be  unenforceable  by an  indemnified  party  although
applicable in accordance with its terms,  the Company,  on the one hand, and the
Holders,   on  the  other  hand,  shall  contribute  to  the  aggregate  losses,
liabilities,  claims,  damages and expenses of the nature  contemplated  by such
indemnity  agreement  incurred  by the  Company and the  Holders,  as  incurred;
provided, however, that no Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to  contribution
from any Person  that was not guilty of such  fraudulent  misrepresentation.  As
between the Company,  on the one hand, and the Holders,  on the other hand, such
parties shall contribute to such aggregate losses, liabilities,  claims, damages
and  expenses of the nature  contemplated  by such  indemnity  agreement in such
proportion as shall be appropriate to reflect the relative fault of the Company,
on the one  hand,  and the  Holders,  on the other  hand,  with  respect  to the
statements or omissions which resulted in such loss, liability, claim, damage or
expense,  or action in respect thereof,  as well as any other relevant equitable
considerations.  The relative fault of the Company,  on the one hand, and of the
Holders,  on the other hand,  shall be  determined  by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company,  on the one hand, or by or on behalf of the Holders, on
the other, and the parties'  relative intent,  knowledge,  access to information
and  opportunity to correct or prevent such  statement or omission.  The Company
and the Holders of the  Registrable  Securities  agree that it would not be just
and equitable if  contribution  pursuant to this Section 4 were to be determined
by pro rata  allocation or by any other method of allocation  that does not take
into account the relevant equitable considerations. For purposes of this Section
4, each  Affiliate  of a Holder,  and each  director,  officer and  employee and
Person,  if any, who controls a Holder or such  Affiliate  within the meaning of
Section 15 of the Securities Act shall have the same rights to  contribution  as
such Holder,  and each  trustee and officer of the Company and each  Person,  if
any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as the Company.

     5. Participation in an Underwritten Registration. No Holder may participate
in an underwritten  registration hereunder unless such Holder (a) agrees to sell
such Holder's  Registrable  Securities on the basis provided in the underwriting
arrangement   approved  by  the  Persons  entitled  hereunder  to  approve  such
arrangements  and (b)  completes  and  executes all  reasonable  questionnaires,
powers of attorney,  indemnities,  underwriting agreements,  lock-up letters and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements.

     6. Selection of Underwriters. The Holders of Registrable Securities covered
by the Shelf Registration  Statement who desire to do so may sell the Securities
covered by such Shelf Registration in an underwritten  offering,  subject to the
provisions  of Section  3(h)  hereof.  In any such  underwritten  offering,  the
underwriter  or  underwriters  and manager or managers that will  administer the
offering  will  be  selected  by  the  Holders;  provided,  however,  that  such
underwriters and managers must be reasonably satisfactory to the Company.

                                       11

<PAGE>

     7. Miscellaneous.

     (a) Rule  144.  For so long as the  Company  is  subject  to the  reporting
requirements  of  Section  13 or 15 of the  Exchange  Act  and  any  Registrable
Securities or Warrant Shares which are no longer  Registrable  Securities solely
as a result of their  issuance  pursuant to a Net Issue  Exercise as provided by
Section  1.2  of  the  Warrant  (collectively,   "Eligible  Securities")  remain
outstanding,  the Company will file the reports required to be filed by it under
the  Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules
and regulations adopted by the SEC thereunder;  provided,  however,  that if the
Company ceases to be so required to file such reports, it will, upon the request
of  any  Holder  of  Eligible   Securities  (a)  make  publicly  available  such
information as is necessary to permit sales of its  securities  pursuant to Rule
144 under the Securities Act and (b) take such further action that is reasonable
in the circumstances,  in each case, to the extent required from time to time to
enable such Holder to sell its Eligible  Securities  without  registration under
the Securities Act within the limitation of the exemptions  provided by Rule 144
under the Securities  Act, as such rule may be amended from time to time, or any
similar rules or regulations  hereafter  adopted by the SEC. Upon the request of
any Holder of Eligible  Securities,  the Company  will  deliver to such Holder a
written statement as to whether it has complied with such requirements.

     (b) No Inconsistent Agreements.  The Company has not entered into, and will
not enter into, any agreement which is  inconsistent  with the rights granted to
the Holders of Registrable  Securities in this Agreement or otherwise  conflicts
with the provisions  hereof.  The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's other issued and outstanding  securities under any such
agreements.

     (c) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the Company has obtained the written  consent of Holders of a majority of
the outstanding Registrable Securities affected by such amendment, modification,
supplement,  waiver or departure;  provided that no amendment,  modification  or
supplement or waiver or consent to the departure  with respect to the provisions
of Section 4 hereof  shall be  effective  as against  any Holder of  Registrable
Securities  unless  consented  to in  writing  by  such  Holder  of  Registrable
Securities.  Notwithstanding the foregoing  sentence,  (i) this Agreement may be
amended, without the consent of any Holder of Registrable Securities, by written
agreement  signed by the Company and the Sellers or their successors and assigns
to cure any  ambiguity,  correct or supplement  any provision of this  Agreement
that may be  inconsistent  with any other provision of this Agreement or to make
any other  provisions  with respect to matters or questions  arising  under this
Agreement  which  shall  not be  inconsistent  with  other  provisions  of  this
Agreement,  (ii) this Agreement may be amended,  modified or  supplemented,  and
waivers and consents to departures  from the provisions  hereof may be given, by
written  agreement signed by the Company and the Sellers or their successors and
assigns to the extent that any such amendment, modification,  supplement, waiver
or consent is, in their reasonable judgment,  necessary or appropriate to comply
with  applicable law (including any  interpretation  of the Staff of the SEC) or
any  change  therein  and (iii) to the extent any  provision  of this  Agreement
relates to the Sellers, such provision may be amended,

                                       12

<PAGE>

modified  or  supplemented,  and waivers or  consents  to  departures  from such
provisions  may be given,  by written  agreement  signed by the  Sellers and the
Company.

     (d) Notices. All notices and other communications provided for or permitted
hereunder  shall be made in writing  by  hand-delivery,  registered  first-class
mail, telex,  telecopier,  or any courier guaranteeing overnight delivery (i) if
to a Holder,  at the most current address given by such Holder to the Company by
means of a notice given in accordance  with the provisions of this Section 7(d),
which address  initially is, with respect to the Sellers,  the address set forth
in the  Exchange  Agreement;  and  (ii)  if to  the  Company,  initially  at the
Company's  address set forth in the Exchange  Agreement  and  thereafter at such
other  address,  notice of which is given in accordance  with the  provisions of
this Section 7(d).

     All such  notices  and  communications  shall be  deemed  to have been duly
given:  at the time  delivered by hand, if personally  delivered;  five Business
Days after  being  deposited  in the mail,  postage  prepaid,  if  mailed;  when
answered back, if telexed; when receipt is acknowledged,  if telecopied;  and on
the next Business Day, if timely  delivered to an overnight  courier,  including
Federal Express or similar courier utilizing overnight delivery.

     (e)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding  upon the  successors,  assigns and  transferees  of the Sellers,
including,  without  limitation and without the need for an express  assignment,
subsequent Holders;  provided,  however,  that nothing herein shall be deemed to
permit any assignment,  transfer or other disposition of Registrable  Securities
in violation of the terms of the Exchange Agreement provided,  further, that the
rights of the Sellers hereunder shall not be assignable to any competitor of the
Company unless such  assignment is in connection with the sale by the Sellers of
a  majority  of the  Restricted  Stock  held by the  Sellers  and notice of such
assignment  and the identity of such  transferee is provided to the Company.  If
any  transferee  of any Holder  shall  acquire  Registrable  Securities,  in any
manner,  whether by operation of law or otherwise,  such Registrable  Securities
shall be held subject to all of the terms of this  Agreement,  and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have  agreed to be bound by and to perform  all of the terms and  provisions  of
this Agreement and such Person shall be entitled to receive the benefits hereof.

     (f)  Third  Party  Beneficiaries.  Each  Holder  shall  be  a  third  party
beneficiary of the agreements  made hereunder among the Company and the Sellers,
and the Sellers shall have the right to enforce such agreements  directly to the
extent it deems such enforcement necessary or advisable to protect its rights or
the rights of Holders hereunder.

     (g)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     (h)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

                                       13

<PAGE>

     (i)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York without  giving effect to any
provisions relating to conflicts of laws.

     (j)  Severability.  In the  event  that  any one or more of the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.

     (k) 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.  This  Agreement  supersedes  all prior
agreements and  understandings  between the parties with respect to such subject
matter.

                                       14

<PAGE>

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

                                         RECKSON SERVICE INDUSTRIES, INC.

                                         By: ___________________________________
                                             Name: Jeffrey D. Neumann

                                             Title: Executive Vice President

                                         THE SELLERS



                                             ___________________________________
                                             Elliot S. Cooperstone

                                             ___________________________________
                                             H. Thach Pham

                                       15