Exhibit 4.5


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).


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

                                                                             O-2


         This  certifies  that  RECKSON  SERVICE  INDUSTRIES,  INC.,  a Delaware
corporation,  or its permitted  assigns (the "Holder"),  for value received,  is
entitled to purchase from H. THACH PHAM (the "Optionor"), an individual residing
at 53 Fayette  Road,  Scarsdale,  New York, 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 7, 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  provisions
hereof.  The Stock  Purchase  Price and the  number of  Purchasable  Shares  are
subject to adjustment as provided in Section 3 of this Option.



<PAGE>


         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  successor  thereto or the  primary  exchange  on which the
Common Stock is then quoted, or, if the

<PAGE>

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,

         (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

<PAGE>

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 7 , 1999           H. THACH PHAM


                                          By ___________________________________
















<PAGE>



                                    EXHIBIT A

                                SUBSCRIPTION FORM


                                                     Date:  ____________, _____

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


Dear __________:

/  /              The undersigned hereby elects to exercise the option issued to
                  it by H. Thach Pham (the  "Optionor"),  dated December 7, 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 7, 1999, WILL BE ISSUED.

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

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

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  7,  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


                                       10
<PAGE>


of counsel  reasonably  satisfactory  to counsel for the Company,  to the effect
that such registration is not required.

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:




                                       11