Exhibit 10.43

# AGREEMENT OF SALE AND
PURCHASE

between and among

# M-C HARSIMUS PARTNERS
L.L.C.

and

# COLUMBIA DEVELOPMENT
COMPANY, L.L.C.,

together, as Seller

and

# iSTAR HARBORSIDE LLC

as Purchaser

Dated: August 12, 2003

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TABLE OF CONTENTS

Page

|              |                                                                  |   
|------------- | ---------------------------------------------------------------- | --
|ARTICLE I     | DEFINITIONS                                                      | 2 
|Section 1.1   | Definitions                                                      | 2 
|Section 1.2   | References: Exhibits and Schedules                               | 9 
|ARTICLE II    | AGREEMENT OF PURCHASE AND SALE                                   | 10
|Section 2.1   | Purchase and Sale                                                | 10
|Section 2.2   | Indivisible Economic Package                                     | 10
|Section 2.3   | Full Performance                                                 | 10
|ARTICLE III   | CONSIDERATION                                                    | 10
|Section 3.1   | Purchase Price                                                   | 10
|Section 3.2   | Method of Payment of Purchase Price                              | 10
|ARTICLE IV    | EARNEST MONEY DEPOSIT AND ESCROW INSTRUCTIONS                    | 11
|Section 4.1   | The Earnest Money Deposit and Independent Contract Consideration | 11
|Section 4.2   | Escrow Instructions                                              | 11
|Section 4.3   | Designation of Certifying Person                                 | 11
|ARTICLE V     | INSPECTION OF PROPERTY                                           | 12
|Section 5.1   | Completion of Due Diligence                                      | 12
|Section 5.2   | Document Review                                                  | 13
|Section 5.3   | Entry and Inspection Obligations; Termination of Agreement       | 14
|Section 5.4   | Sale "As Is"                                                     | 15
|Section 5.5   | iStar Financial Guaranty                                         | 18
|ARTICLE VI    | TITLE AND SURVEY MATTERS                                         | 19
|Section 6.1   | Survey                                                           | 19
|Section 6.2   | Title Report                                                     | 19
|Section 6.3   | Title Defect                                                     | 21
|ARTICLE VII   | INTERIM OPERATING COVENANTS AND POST-CLOSING MATTERS             | 22
|Section 7.1   | Interim Operating Covenants                                      | 22
|Section 7.2   | JMB Construction Contract and JMB Cooling Tower Contract         | 27
|Section 7.3   | Schwab Lease                                                     | 27
|Section 7.4   | Excess Net Profits; Fines                                        | 27
|Section 7.5   | OCIP                                                             | 28
|Section 7.6   | EQR Release                                                      | 28
|ARTICLE VIII  | REPRESENTATIONS AND WARRANTIES                                   | 28
|Section 8.1   | Harsimus Representations and Warranties                          | 28
|Section 8.2   | Columbia Representations and Warranties                          | 29
|Section 8.3   | Seller's Representations and Warranties                          | 31
|Section 8.4   | Purchaser's Representations and Warranties                       | 35
|Section 8.5   | Survival of Representations and Warranties                       | 36
|Section 8.6   | Updates and Additional Representation/Warranty Matters           | 37
|ARTICLE IX    | CONDITIONS PRECEDENT TO CLOSING                                  | 37
|Section 9.1   | Conditions Precedent to Obligation of Purchaser                  | 37
|Section 9.2   | Conditions Precedent to Obligations of Seller                    | 39
|Section 9.3   | Failure of Condition                                             | 40
|ARTICLE X     | CLOSING                                                          | 41
|Section 10.1  | Closing                                                          | 41
|Section 10.2  | Purchaser's Closing Obligations                                  | 41
|Section 10.3  | Seller's Closing Obligations                                     | 43
|Section 10.4  | Prorations                                                       | 46
|Section 10.5  | Costs of Title Company and Closing Costs                         | 48
|Section 10.6  | Post-Closing Delivery of Tenant Notice Letters                   | 49
|Section 10.7  | Like-Kind Exchange                                               | 49
|ARTICLE XI    | CONDEMNATION AND CASUALTY                                        | 49
|Section 11.1  | Casualty                                                         | 49
|Section 11.2  | Condemnation of Property                                         | 50
|ARTICLE XII   | CONFIDENTIALITY                                                  | 50
|Section 12.1  | Confidentiality                                                  | 50
|ARTICLE XIII  | REMEDIES                                                         | 51
|Section 13.1  | Default by Seller                                                | 51
|Section 13.2  | Default by Purchaser                                             | 52
|ARTICLE XIV   | NOTICES                                                          | 52
|Section 14.1  | Notices                                                          | 52
|ARTICLE XV    | BROKERAGE                                                        | 54
|Section 15.1  | Brokers                                                          | 54
|ARTICLE XVI   | ESCROW AGENT                                                     | 55
|Section 16.1  | Escrow                                                           | 55
|ARTICLE XVII  | MISCELLANEOUS                                                    | 56
|Section 17.1  | Waivers                                                          | 56
|Section 17.2  | TIME OF THE ESSENCE                                              | 56
|Section 17.3  | Recovery of Certain Fees                                         | 56
|Section 17.4  | Construction                                                     | 57
|Section 17.5  | Counterparts                                                     | 57
|Section 17.6  | Severability                                                     | 57
|Section 17.7  | Entire Agreement                                                 | 57
|Section 17.8  | Governing Law                                                    | 57
|Section 17.9  | No Recording                                                     | 57
|Section 17.10 | Further Actions                                                  | 58
|Section 17.11 | No Partnership                                                   | 58
|Section 17.12 | Limitations on Benefits                                          | 58
|Section 17.13 | Assignment: Binding Effect                                       | 58
|Section 17.14 | Remedies Cumulative                                              | 58
|Section 17.15 | Further Assurances                                               | 58
|Section 17.16 | Cooperation                                                      | 59
|Section 17.17 | Exculpation                                                      | 62
|Section 17.18 | Drafts Not an Offer to Enter into a Legally Binding Contract     | 62
|ARTICLE XVIII | SCHWAB matters                                                   | 63
|Section 18.1  | Schwab's Lease                                                   | 63
|Section 18.2  | Work Allowance and Additional Work Allowance                     | 63
|ARTICLE XIX   | INDEMNITY                                                        | 63
|Section 19.1  | Indemnification by Seller                                        | 63
|Section 19.2  | Indemnification by Purchaser                                     | 64
|Section 19.3  | Survival of Indemnity                                            | 64
|ARTICLE XX    | 8/9 TRANSFEREE DEBT MAINTENANCE COVENANT                         | 64
|Section 20.1  | Maintenance Covenant                                             | 64
|Section 20.2  | Guaranty of Maintenance                                          | 65

INDEX OF DEFINED TERMS

|                                             |     
|-------------------------------------------- | ----
|8/9 Bifurcated Waterfront Permit             | 22  
|8/9 Transferee                               | 4   
|8/9 Transferee Guaranty                      | 44  
|Access Agreement                             | 15  
|AFE                                          | 1   
|Affiliate                                    | 2   
|Agreement                                    | 1   
|Allocation Letter                            | 10  
|Amended Financial Agreement                  | 2   
|Amended Leases                               | 24  
|Amendment to Ground Lease                    | 24  
|Amendment to Sublease                        | 24  
|Approvals                                    | 3   
|Approvals shall have been obtained           | 3   
|Authorities                                  | 3   
|Broker                                       | 54  
|Building                                     | 3   
|Business Day                                 | 3   
|Certificate as to Foreign Status             | 3,44
|Certifying Person                            | 3,11
|City                                         | 3   
|Closing                                      | 3   
|Closing Date                                 | 3   
|Closing Statement                            | 3,46
|Closing Surviving Obligations                | 4   
|Code                                         | 4,11
|Columbia                                     | 1   
|Columbia Documents                           | 30  
|Columbia Interest                            | 1   
|Confidentiality Agreement                    | 4   
|Construction Agreements                      | 4   
|Contractor                                   | 6   
|Contracts                                    | 32  
|Contribution Agreement                       | 4   
|Contribution Amount                          | 48  
|Control                                      | 2   
|CRA                                          | 4,26
|CREA                                         | 4,26
|Dedication                                   | 4,25
|Delinquent                                   | 47  
|Delinquent Rental                            | 4   
|Development Permit                           | 22  
|Documents                                    | 4,13
|Earnest Money Deposit                        | 4,11
|Effective Date                               | 4   
|Entry Notice                                 | 12  
|Environmental Laws                           | 4   
|Environmental Reports                        | 32  
|Environmental Statutes                       | 4   
|Escrow Agent                                 | 5   
|Escrowed Funds                               | 55  
|Excluded Real Property                       | 5   
|Existing Deed Notice                         | 25  
|Existing Survey                              | 5   
|Final Closing Statement                      | 46  
|Financial Agreement                          | 5   
|Financial Statements                         | 6   
|GAAP                                         | 6   
|Governmental Regulations                     | 6   
|Ground Lease                                 | 1   
|Harsimus                                     | 1   
|Harsimus Documents                           | 28  
|Harsimus Interest                            | 2   
|Hazardous Substances                         | 6   
|Improvements                                 | 6   
|Initial Term Schwab Commissions              | 47  
|IRS                                          | 6   
|iStar                                        | 15  
|JCRA Approval                                | 6   
|JMB Construction Contract                    | 6   
|JMB Cooling Tower Contract                   | 6   
|Leasing Commission Agreements                | 6   
|Legal Restraints                             | 38  
|Licensee Parties                             | 7,12
|Licenses and Permits                         | 7   
|LLC Assignment and Assumption                | 43  
|Losses                                       | 7,62
|Material Taking                              | 50  
|Memorial                                     | 25  
|MOA                                          | 25  
|Monetary Objections                          | 7,20
|NJDEP                                        | 7   
|Operating Expenses                           | 7   
|Ordinance                                    | 7   
|Outside Closing Date                         | 7,41
|PECA                                         | 7   
|Permit Condition                             | 22  
|Permitted Exceptions                         | 7,19
|Permitted Outside Parties                    | 7,13
|Permitted Transfers                          | 7   
|Personal Property                            | 7   
|PILOT Service Charge                         | 48  
|Plaza IX                                     | 5   
|Plaza VIII                                   | 5   
|Plaza X Bifurcated Waterfront Permit         | 22  
|Post-Transfer AFE                            | 22  
|Property                                     | 7   
|Property Management Agreement                | 42  
|Property Owner                               | 1   
|Proration Items                              | 8,46
|Proration Time                               | 46  
|Purchase Price                               | 8,10
|Purchaser                                    | 1   
|Purchaser Documents                          | 36  
|Purchaser has actual knowledge               | 8   
|Purchaser's Affiliates                       | 8   
|Purchaser's Costs                            | 10  
|Purchaser's Information                      | 8,15
|Purchaser's Proposed Estoppel Certificate    | 38  
|Purchaser's Share of the Contribution Amount | 48  
|PXLA                                         | 1   
|PXR                                          | 1   
|PXURA                                        | 1   
|Real Property                                | 1   
|Redevelopment Agreement                      | 8   
|References Exhibits and Schedules            | 9   
|Renewal Term Schwab Commissions              | 47  
|Rent Shortfall Credit                        | 48  
|Rental                                       | 8,47
|Representation Basket                        | 36  
|Representation Cap                           | 36  
|Retained Entity                              | 1   
|Retained Interest                            | 1   
|ROEA                                         | 26  
|Schedule of Insurance by Property Owner      | 31  
|Scheduled Closing Date                       | 8   
|Schwab                                       | 1   
|Schwab Lease                                 | 1   
|Schwab Parties                               | 12  
|Schwab Subleases                             | 32  
|Schwab's Expansion Options                   | 8   
|Seller                                       | 1   
|Seller Entity                                | 1   
|Seller Related Parties                       | 62  
|Seller's Affiliates                          | 9   
|Seller's LLC Interest                        | 1   
|Significant Portion                          | 10  
|Sublease                                     | 1   
|Superfund Act                                | 4   
|Survey                                       | 19  
|Tenant Notice Letters                        | 42  
|Termination Surviving Obligations            | 9   
|Threshold Estoppel Certificate               | 38  
|Title Company                                | 9   
|Title Defect                                 | 21  
|Title Policy                                 | 9   
|Title Report                                 | 9,19
|To Columbia's Knowledge                      | 9   
|To Harsimus' Knowledge                       | 9   
|To Seller's Knowledge                        | 9   
|Transfer Tax Forms                           | 42  
|Treasury Regulations                         | 9   
|Updated Deed Notice                          | 9,25
|Walkway Easement                             | 27  
|Waterfront Walkway                           | 27  
|Work Allowance Credit                        | 63  

THIS
AGREEMENT OF SALE AND PURCHASE (Agreement) is made this
12th day of August, 2003 between and among M-C HARSIMUS PARTNERS
L.L.C., a limited liability company organized under the laws of the
State of New Jersey having an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive,
Cranford, New Jersey 07016 (Harsimus) and COLUMBIA
DEVELOPMENT COMPANY, L.L.C., a limited liability company organized under
the laws of the State of New Jersey having an address at 30 Montgomery Street,
15th Floor, Jersey City, New Jersey 07302 (Columbia,
and together with Harsimus, Seller; Columbia and Harsimus
are also sometimes referred to individually as a Seller
Entity ) and iSTAR HARBORSIDE LLC, a limited liability company
organized under the laws of the State of Delaware having an address at c/o iStar
Financial, Inc., 1114 Avenue of the Americas, New York, New York 10036
(Purchaser)

# R E C I T A L S:

WHEREAS,
as of the date hereof, Columbia and Harsimus are the sole members of, and together own one
hundred percent (100%) of the beneficial ownership interest in, American Financial
Exchange L.L.C., a limited liability company organized under the laws of the State of New
Jersey (AFE);

WHEREAS,
AFE is (i) the owner of that certain parcel or parcels of real property described on the
legal description attached hereto and made a part hereof as
Schedule A, together with all of AFEs right, title and
interest, if any, in and to the appurtenances pertaining thereto, including but not
limited to AFEs right, title and interest in and to the adjacent streets, alleys and
right-of-ways, and any easement rights, air rights, subsurface development rights and
water rights (but not including the Excluded Real Property (as hereinafter defined))
(collectively, the Real Property), and (ii) the landlord
under that certain Ground Lease dated as of October 6, 2000 (the Ground
Lease), pursuant to which the Real Property is leased to Plaza X
Urban Renewal Associates L.L.C., a limited liability company organized under the laws of
the State of New Jersey (PXURA);

WHEREAS,
AFE is the sole member of, and owns one hundred percent (100%) of the interest in, Plaza X
Realty L.L.C., a limited liability company organized under the laws of the State of New
Jersey (PXR), and PXR is the sole member of, and owns one
hundred percent (100%) of the interest in, PXURA;

WHEREAS,
PXURA constructed, and is the owner of, the Building (as hereinafter defined) constructed
upon the Real Property and, as sublandlord, has further sublet the Real Property and the
Building to Plaza X Leasing Associates L.L.C., a limited liability company organized under
the laws of the State of New Jersey (PXLA, and together
with PXURA, PXR and AFE, collectively or individually as the context may require,
Property Owner), as subtenant, pursuant to that certain
Lease dated as of October 6, 2000 (the Sublease);

WHEREAS,
PXR is the sole member of, and owns one hundred percent (100%) of the interest in, PXLA;

WHEREAS, via
its sole membership in, and one hundred percent (100%) ownership of, PXR, AFE indirectly
owns all of both PXLA and PXURA;

WHEREAS,
PXLA, as sub-sublandlord, has entered into that certain Amended and Restated Lease dated
as of December 29, 2000, as supplemented and amended, and as is more particularly
described on Schedule 8.3(c)(i)-1annexed hereto
(collectively, the Schwab Lease), with Charles Schwab
& Co., Inc. (Schwab), as sub-subtenant, for the
entire rentable area of the Building, all as is more particularly set forth in the Schwab
Lease;

WHEREAS,
contemporaneously with the Closing (as hereinafter defined), but sequentially prior to all
other actions taken at the Closing, (i) Columbia, pursuant to an assignment and assumption
agreement will assign, transfer and convey a 4% membership interest in and to AFE pursuant
to an assignment and assumption agreement in substantially the form attached hereto as
Exhibit 10.3(a) (the Retained Interest) to an entity
entirely owned and controlled by certain owners of an indirect interest in Columbia (the
Retained Entity ), and (ii) the Retained Entity
will assign, transfer and convey the Retained Interest to Purchaser pursuant to an
assignment and assumption agreement in substantially the form attached hereto as
Exhibit 10.3(a) (collectively, the Retained Interest
Assignments);

WHEREAS,
at Closing, (i) Harsimus will assign, transfer and convey to Purchaser its entire
membership interest in AFE (the Harsimus Interest) and
(ii) Columbia will assign, transfer and convey to Purchaser its entire membership interest
in AFE (after the assignment, transfer and conveyance of the Retained Interest, the
Columbia Interest, and together with the Harsimus
Interest, sometimes referred to as Sellers LLC
Interest), allupon and subject to the terms and conditions
set forth in this Agreement; and

---

WHEREAS,
Seller desires to sell, and Purchaser desires to purchase, Sellers LLC Interest,
allupon and subject to the terms and conditions set forth in this Agreement.

NOW
THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller and Purchaser agree as follows:

# ARTICLE I.........

# DEFINITIONS

Section 1.1.......Definitions.
For purposes of this Agreement, the following capitalized terms have the meanings set
forth in this Section 1.1:

Affiliate
means, with respect to any entity, any other individual or entity which, directly or
indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such entity first mentioned, and the heirs, administrators,
executors, personal or legal representatives and successors and assigns of any or all of
the foregoing. With respect to any individual, such individuals parents, spouse,
direct lineal or adoptive descendants, descendants by marriage, and/or one more trusts
created for the benefit of such individual or any such family members.
Control (including the correlative meaning of the terms
controlled by and under the common control with) means the
possession, direct or indirect, of the power to direct or cause the direction of an
entity, whether through the ownership of voting securities, by contract or otherwise.

Amended
Financial Agreement means that certain amendment to the Financial
Agreement (as hereinafter defined), entered into in accordance with the Ordinance (as
hereinafter defined), between PXURA and the City (as hereinafter defined), which form of
amendment is annexed hereto as Exhibit 1.1(a); provided,
however, that such form may be modified to include any non-material changes requested by
the City and such other matters as may be approved by both Purchaser and Seller, which
approval shall not be unreasonably withheld, conditioned or delayed.

2

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Approvals
means the collective reference to the Ordinance (as hereinafter defined), the Amended
Financial Agreement and the approval by the New Jersey Department of Community Affairs to
the amended Certificate of PXURA, as annexed to the Amended Financial Agreement.

Approvals
shall have been obtained means the occurrence of the following: the
Ordinance is obtained, the Amended Financial Agreement becomes effective, the approval by
the New Jersey Department of Community Affairs to the amended Certificate of PXURA, as
annexed to the Amended Financial Agreement, is obtained and the submission for filing with
the Treasurer of the State of New Jersey of such amended Certificate of PXURA.

Authorities
means the various federal, state and local governmental and quasi-governmental bodies or
agencies having jurisdiction over the Real Property and Improvements (as hereinafter
defined), or any portion thereof.

Building
shall have the meaning ascribed to such term in the Schwab Lease.

Business
Day means any day other than a Saturday, Sunday or a day on which
national banking associations are authorized or required to close.

Certificate
as to Foreign Status has the meaning ascribed to such term in
Section 10.3(d).

Certifying
Person has the meaning ascribed to such term in
Section 4.3(a).

City
means the City of Jersey City.

Closing
means the consummation of the purchase and sale of the Sellers LLC Interest
contemplated by this Agreement, as provided for in Article X.

Closing
Date means the date on which the Closing of the transaction
contemplated hereby actually occurs.

Closing
Statement has the meaning ascribed to such term in
Section 10.4(a).

3

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Closing
Surviving Obligations means the rights, liabilities, obligations,
covenants, and agreements set forth in Sections 4.3, 5.3, 5.4,
7.2, 7.3, 7.4, 7.5, 7.6, 8.1, 8.2,
8.3, 8.4, 8.5, 8.6, 10.4, 10.5, 10.6,
10.7, 11.1, 12.1, 15.1, 16.1, Article XIV, Article XVII,
Section 18.2, Article XIX and Article XX, and any other provisions
(including, without limitation, guaranties and indemnities) which pursuant to their terms
survive the Closing hereunder.

Code
has the meaning ascribed to such term in Section 4.3.

Confidentiality
Agreement means that certain Confidentiality Agreement, dated
October 2, 2002, between AFE and iStar Financial Inc.

Construction
Agreements means (i) the JMB Construction Contract and the JMB
Cooling Tower Contract (as such terms are hereinafter defined), (ii) all other contracts
and agreements entered into by PXURA or any other Property Owner in connection with the
construction of the Building, including, without limitation, all written agreements, if
any, with the architects (including architects drawings), contractors,
subcontractors and product manufacturers that provided services and/or materials in
connection with the construction of the Building, and (iii) any and all warranties or
guarantees issued under or pursuant to the JMB Construction Contract and the JMB Cooling
Tower Contract (such warranties or guarantees, collectively, the
Warranties).

Contribution
Agreement means that certain Contribution Agreement dated
November 15, 2000 between AFE and the City.

CRA
has the meaning ascribed to such term in Section 7.1(k).

CREA
has the meaning ascribed to such term in Section 7.1(j).

Dedication
has the meaning ascribed to such term in Section 7.1(f)(ii).

Delinquent
Rental has the meaning ascribed to such term in
Section 10.4(b).

Documents
has the meaning ascribed to such term in Section 5.2(a).

Earnest
Money Deposit has the meaning ascribed to such term in
Section 4.1.

Effective
Date means the date of this Agreement.

8/9
Transferee means Plaza VIII & IX Associates L.L.C., a New Jersey
limited liability company, the successor-in-interest to AFE to the fee title to the
Excluded Real Property (as hereinafter defined).

Environmental
Laws means each and every federal, state, county and municipal
statute, ordinance, rule, regulation, code, order, requirement, directive, binding written
interpretation and binding written policy pertaining to Hazardous Substances (as
hereinafter defined) issued by any Authorities and in effect as of the date of this
Agreement which affects the Real Property or the Improvements (as hereinafter defined), or
any portion thereof, the use, ownership, occupancy or operation of the Real Property or
the Improvements, or any portion thereof, and as same have been amended, modified or
supplemented from time to time prior to the Effective Date, including but not limited to
the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. § 9601 et seq.) (the Superfund Act),
the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended
by the Hazardous and Solid Wastes Amendments of 1984, the Water Pollution Control Act (33
U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f
et seq.), the Clean Water Act (33 U.S.C. § 1321 et seq.), the Clean Air
Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. §
6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et
seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C.
§ 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C.
§ 7401 note, et seq.), the National Environmental Policy Act (42 U.S.C. §
4321 et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C.
§ 9601 et seq.), the Occupational Safety and Health Act (29 U.S.C. §
651 et seq.); the New Jersey Environmental Rights Act, N.J.S.A. 2A:35A-1 et
seq.; the New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et
seq.; the New Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1 et seq.; the
New Jersey Water Pollution Control Act, N.J.S.A. 58:10A-1 et seq.;
the Hazardous Substances Discharge: Reports and Notices Act, N.J.S.A. 13:1K-15 et
seq.; the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq.; the New
Jersey Underground Storage of Hazardous Substances Act, N.J.S.A. 58:10A-21 et seq.
(collectively, the Environmental Statutes), and any and
all rules and regulations which have become effective prior to the date of this Agreement
under any and all of the Environmental Statutes.

4

---

Escrow
Agent means First American Title Insurance Company, with an office at
633 Third Avenue, New York, New York 10017.

Excluded
Real Property means (i) those certain parcels of land adjacent to the
Real Property and designated as Block 15, Lot 50 commonly referred to as Plaza VIII
(Plaza VIII) and Plaza IX (Plaza
IX) and that certain publicly accessible open space adjacent thereto
and designated as Block 15, Lot 49 at the Harborside Financial Center, Jersey City, New
Jersey, (ii) the portion of Block 15, Lot 18 described on Schedule A-1attached hereto and (iii) all unutilized air and subsurface development rights,
if any, set forth in the Licenses and Permits (as hereinafter defined) the Financial
Agreement (as hereinafter defined), and the Redevelopment Agreement (as hereinafter
defined); provided, however, if the Waterfront Development Permit is
bifurcated prior to Closing in the manner set forth in Section 7.1(b)(ii) of this
Agreement, then the term Excluded Real Property shall also include the 8/9
Bifurcated Waterfront Permit, and all of the rights and privileges granted therein. In no
event shall Excluded Real Property include the development rights set forth in
the Waterfront Development Permit which pertained to the development of the Building,
which development rights are to be set forth in the Plaza X Bifurcated Waterfront Permit.

Existing
Survey means that certain survey of the Real Property November 23,
2002, updated as of June 24, 2003, prepared by John Zanetakos Associates, Inc.

Financial
Agreement means that certain Financial Agreement, together with all
exhibits and schedules annexed thereto, made as of November 15, 2000 between Plaza X
Urban Renewal Associates, LLC and the City, as amended by the Addendum to Financial
Agreement made as of November 15, 2000.

5

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Financial
Statements means the consolidated financial statements of AFE and its
subsidiaries as of and for the year ended December 31, 2002 and as of and for the six
month period ended June 30, 2003, each prepared in accordance with GAAP (as hereinafter
defined).

GAAP
means United States generally accepted accounting principles, consistently applied.

Governmental
Regulations means all statutes, ordinances, rules and regulations of
the Authorities applicable to Seller or the use or operation of the Real Property or the
Improvements or any portion thereof.

Hazardous
Substances means (a) asbestos, radon gas and urea formaldehyde
foam insulation, (b) any solid, liquid, gaseous or thermal contaminant, including
smoke vapor, soot, fumes, acids, alkalis, chemicals, petroleum products or byproducts,
PCBs, phosphates, lead or other heavy metals and chlorine, (c) any solid or
liquid waste (including, without limitation, hazardous waste), hazardous air pollutant,
hazardous substance, hazardous chemical substance and mixture, toxic substance, pollutant,
pollution, regulated substance and contaminant, as such terms are defined in any of the
Environmental Laws, and (d) any other chemical, material or substance, the use or
presence of which, or exposure to the use or presence of which, is prohibited, limited or
regulated by any Environmental Laws.

Improvements
means all buildings (including, without limitation, the Building), structures, fixtures,
parking areas and other improvements, together with the tenements, hereditaments and
appurtenances thereto belonging, located on the Real Property.

IRS
means the Internal Revenue Service.

JCRA
Approval means the issuance of a Certificate of Substantial
Completion from Jersey City Redevelopment Agency, a New Jersey public body corporate,
which confirms that all obligations of the Redevelopment (as defined in the Redevelopment
Agreement (as hereinafter defined)) under the Redevelopment Agreement have been
substantially completed with respect to the Real Property, and that the Jersey City
Redevelopment Agencys right of reverter with respect to the Real Property has been
terminated.

JMB
Construction Contract means that certain construction agreement
between PXURA and Jeffrey M. Brown, Inc. (Contractor),
with respect to the construction of the Building, dated July 15, 2000.

JMB
Cooling Tower Contract means that certain construction agreement
between PXURA and Contractor with respect to construction of the fourth cooling tower at
the Building dated December 11, 2002.

Leasing
Commission Agreements means the leasing commission agreements
affecting the Property, and which are more particularly set forth on
Schedule 8.3(k) attached hereto.

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Licensee
Parties has the meaning ascribed to such term in
Section 5.1.

Licenses
and Permits means, collectively, all of the Property Owners
right, title and interest, in and to licenses, permits, certificates of occupancy,
approvals, dedications, zoning approvals, warranties, lien waivers, utility arrangements,
subdivision maps and entitlements now existing or hereafter issued, approved or granted by
the Authorities in connection with the Real Property and the Improvements, together with
all renewals and modifications thereof.

Losses
has the meaning ascribed to such term in Section 17.17.

Monetary
Objections has the meaning ascribed to such term in
Section 6.2.

NJDEP
means the New Jersey Department of Environmental Protection.

Operating
Expenses has the meaning ascribed to such term in
Section 10.4(c).

Ordinance
means a validly adopted, effective and non-appealable Ordinance of the Municipal Council
of the City in the form annexed hereto as Exhibit 7.3;
provided, however, that such form may be modified to include any
non-material changes requested by the City and such other matters as may be approved by
both Purchaser and Seller, which approval shall not be unreasonably withheld, conditioned
or delayed by either party. The parties hereto hereby agree that the Ordinance shall be
deemed non-appealable after the expiration of the applicable 45-day appeal period.

Outside
Closing Date has the meaning ascribed to such term in Section
10.1.

PECA
means that certain Project Employment and Contracting Agreement between the City and
PXURA, dated as of November 15, 2000, as amended through the Closing Date.

Permitted
Exceptions has the meaning ascribed to such term in
Section 6.2(a).

Permitted
Outside Parties has the meaning ascribed to such term in
Section 5.2(b).

Permitted
Transfers means transfers, whether directly or indirectly, of all or
any portion of Sellers LLC Interest between all or any of the Seller Entities and/or
Sellers Affiliates; provided, however, that such transferee (to the
extent not already a party hereto) shall automatically be bound by the provisions of this
Agreement to the same extent as the transferor of its interest.

Personal
Property means that certain equipment, appliances, tools, supplies,
machinery, artwork, furnishings and other tangible personal property attached to,
appurtenant to, located in and used in connection with the ownership or operation of the
Improvements and situated at the Real Property more particularly identified on
Schedule B annexed hereto.

Property
means, collectively, the following: (i) the Real Property; (ii) the Improvements and
all of the Property Owners right, title and interest in and to any land lying in the
bed of any street, road, avenue or alley, open or proposed, in front of or adjoining the
Land to the center line thereof, and any strips or gores adjacent to the Real Property,
and all right, title and interest of Property Owner in and to any award made or to be made
for damages by reason of any change in grade of any street; (iii) the Personal Property;
(iv) the Schwab Lease, the Ground Lease and the Sublease; (v) the Licenses and
Permits; (vi) the Leasing Commission Agreements; (vii) the Construction Agreements;
(viii) the Owner Controlled Insurance Program for the construction of the Building
(the OCIP) consisting of the General Liability Policy
issued by St. Paul Fire and Marine Insurance Company, policy number KG0290072 and the
Workers Compensation Policy issued by St. Paul Fire and Marine Insurance Company under
policy number WVW2989000, but specifically excluding any savings, refunds or other amounts
payable under the OCIP; and (ix) all other plans, specifications, approvals, tax
abatements and all other intangible rights, titles, interests, privileges and
appurtenances owned by Property Owner and related to or used in connection with the
ownership, use or operation of the Real Property or the Improvements, but specifically
excluding any property owned by Tenants or others and the Excluded Real Property.

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Proration
Items has the meaning ascribed to such term in
Section 10.4(a).

Purchase
Price has the meaning ascribed to such term in
Section 3.1.

Purchaser
has actual knowledge (and variations thereon used herein) means the
actual (as opposed to constructive or imputed) knowledge solely of H. Cabot Lodge III, as
Executive Vice President of iStar Financial Inc, Joe Welsh, as Vice President of iStar
Financial Inc., and Christopher Miculis, as Associate of iStar Financial Inc., without any
independent investigation or inquiry whatsoever, other than the due diligence conducted by
Purchaser in connection with this transaction.

Purchasers
Affiliates means all of the Affiliates of Purchaser.

Purchasers Information
has the meaning ascribed to such term in Section 5.3(c).

Redevelopment
Agreement means that certain Redevelopment Agreement dated as of
April 12, 1985 between Jersey City Redevelopment Agency, a New Jersey public body
corporate, and A-S-H Management Corporation, a Delaware corporation, and recorded in the
Hudson County Register of Deeds on November 27, 1985 in Book 3485, at Page 1, as
subsequently amended, modified, supplemented and assigned.

Rental
has the meaning ascribed to such term in Section 10.4(b), and same are
Delinquent in accordance with the meaning ascribed to such term in
Section 10.4(b).

Scheduled
Closing Date means the date that is ten (10) Business Days following
the satisfaction, or waiver in writing of, the conditions set forth in Sections
9.1(j) and (o), and 9.2(g) hereof, or such later date to which the
Closing may be adjourned in accordance with the express terms of this Agreement or such
earlier or later date to which Purchaser and Seller may hereafter agree in writing.

Schwabs
Expansion Options means the First Expansion Option (as such term is
defined in the Schwab Lease) and Second Expansion Option (as such term is defined in the
Schwab Lease) granted to Schwab under the Schwab Lease.

8

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Sellers
Affiliates means all of the Affiliates of Seller.

Significant
Portion means, for purposes of the casualty provisions set forth in
Article XI hereof, damage by fire or other casualty to the Real Property and the
Improvements or a portion thereof, such that Schwab is entitled to terminate the Schwab
Lease pursuant to Section 10.05(d) thereof.

Termination
Surviving Obligations means the rights, liabilities and obligations
set forth in Sections 5.2, 5.3, 5.4, 12.1, and 16.1,
and Articles XIII, XIV and XVII, and any other provisions which pursuant to their
terms survive any termination of this Agreement.

Title
Company means First American Title Insurance Company and Fidelity
National Title Company as equal co-insurers.

Title
Policy means the title policy, if any, obtained by Purchaser from the
Title Company at Closing.

Title
Report has the meaning ascribed to such term in
Section 6.2(a).

To
Columbias Knowledge (and variations thereon used herein) means
the present actual (as opposed to constructive or imputed) knowledge solely of Joseph A.
Panepinto, Peter Mangin and Frank Guarini without any independent investigation or inquiry
whatsoever.

To
Harsimus Knowledge (and variations thereon used herein) means
the present actual (as opposed to constructive or imputed) knowledge solely of Mitchell
Hersh, as Chief Executive Officer of Mack-Cali Realty Corporation, Roger Thomas, as
General Counsel of Mack-Cali Realty Corporation, Gary Wagner, as Associate General Counsel
of Mack-Cali Realty Corporation, John Crandall, as Senior Vice President 
Development of Mack-Cali Realty Corporation and John Marazzo, as Senior Director 
Property Management of Mack-Cali Realty Corporation, without any independent investigation
or inquiry whatsoever.

To
Sellers Knowledge (and variations thereon used herein) means,
collectively, To Columbias Knowledge and To Harsimus Knowledge.

Treasury
Regulations means the regulations prescribed under the Code.

Updated
Deed Notice has the meaning ascribed to such term in
Section 7.1(h).

Section 1.2.......References:
Exhibits and Schedules.Except as otherwise specifically indicated,
all references in this Agreement to Articles or Sections refer to Articles or Sections of
this Agreement, and all references to Exhibits or Schedules refer to Exhibits or Schedules
attached hereto, all of which Exhibits and Schedules are incorporated into, and made a
part of, this Agreement by reference. The words herein, hereof,
hereinafter and words and phrases of similar import refer to this Agreement as
a whole and not to any particular Section or Article.

9

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# ARTICLE II........

# AGREEMENT OF PURCHASE
AND SALE

Section 2.1.......Purchase and
Sale. Subject to the conditions and on the terms contained in this
Agreement, Purchaser agrees to purchase and acquire from Seller, and Seller agrees to sell
and transfer to Purchaser, Sellers LLC Interest. By acquiring Sellers LLC
Interest pursuant hereto, the Retained Interest pursuant to the Retained Interest
Assignments, Purchaser shall indirectly own one hundred percent (100%) of the beneficial
ownership interest in and to the Property and Property Owner. Anything to the contrary
contained herein notwithstanding, Seller is not transferring to Purchaser any bank
accounts or funds therein maintained by AFE or any Property Owner and Seller shall have
the right, at any time on or prior to Closing, to transfer any such bank accounts or
withdraw any such funds and keep the same for its own benefit; provided, that this
sentence shall not affect the pro rations under Section 10.4.

Section 2.2.......Indivisible
Economic Package. Purchaser has no right to purchase, and Seller has no
obligation to sell, less than all of Sellers LLC Interest, it being the express
agreement and understanding of Purchaser and Seller that, as a material inducement to
Seller and Purchaser to enter into this Agreement, Purchaser has agreed to purchase, and
Seller has agreed to sell, all of Sellers LLC Interest, subject to and in accordance
with the terms and conditions hereof

Section 2.3.......Full
Performance. The execution and delivery of the LLC Assignment and
Assumption (as hereinafter defined) and the other documents to be executed and/or
delivered by Seller to Purchaser pursuant to this Agreement shall be deemed to be a full
performance and discharge of every agreement and obligation on the part of Seller to be
performed under this Agreement, except those agreements, obligations, covenants,
representations, warranties and indemnifications of Seller which are specifically stated
to survive the closing of the transaction contemplated in this Agreement.

# ARTICLE III.......

# CONSIDERATION

Section 3.1.......Purchase
Price. The purchase price for Sellers LLC Interest shall be the sum
of One Hundred Eighty Six Million One Hundred Ninety Two Thousand and 00/100 Dollars
($186,192,000.00) all in lawful currency of the United States of America, payable as
provided in Section 3.2, and subject to adjustments and credits as expressly
contemplated by this Agreement (the Purchase Price).

Section 3.2.......Method of
Payment of Purchase Price. No later than 1:00 p.m. Eastern Time on the
Scheduled Closing Date, Purchaser shall pay to Escrow Agent (on behalf of Seller) the
Purchase Price (less the Earnest Money Deposit), together with all other costs and amounts
to be paid by Purchaser at the Closing pursuant to the terms of this Agreement (such other
costs and amounts, Purchasers Costs), by Federal
Reserve wire transfer of immediately available funds to the account of Escrow Agent
pursuant to and in accordance with the wiring instructions supplied by Seller to Purchaser
one (1) Business Day prior to the Scheduled Closing Date. Escrow Agent, following
authorization and instruction by the parties at Closing, shall (i) pay to each of
Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire
transfers of immediately available funds to the account designated by each of them, the
amount of the Purchase Price, less any costs or other amounts to be paid by Seller at
Closing pursuant to the terms of this Agreement, to which each of them are entitled, as
set forth in a writing executed by both Harsimus and Columbia (the Allocation
Letter) and which shall be furnished to Escrow Agent, (ii) pay
to the appropriate payees out of the proceeds of Closing payable to Seller all costs and
amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, and
(iii) pay Purchasers Costs to the appropriate payees at Closing pursuant to the
terms of this Agreement. A Closing Statement will be prepared by Seller and submitted to
Purchaser in accordance with the terms of Section 10.4.

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# ARTICLE IV........

# EARNEST MONEY DEPOSITAND
ESCROW INSTRUCTIONS

Section 4.1.......The Earnest
Money Deposit and Independent Contract Consideration. Simultaneously with
the execution and delivery of this Agreement by Purchaser, Purchaser shall deposit with
the Escrow Agent, by Federal Reserve wire transfer of immediately available funds, the sum
of Two Million and 00/100 Dollars ($2,000,000.00) as the earnest money deposit on account
of the Purchase Price (such amount, together with all interest accrued thereon, the
Earnest Money Deposit).

Section 4.2.......Escrow
Instructions. The Earnest Money Deposit shall be held in escrow by the
Escrow Agent in an interest-bearing account, in accordance with the provisions of
Article XVI. The Earnest Money Deposit is non-refundable to Purchaser, except as
otherwise expressly provided in this Agreement.

Section 4.3.......Designation
of Certifying Person. In order to assure compliance with the requirements
of Section 6045 of the Internal Revenue Code of 1986, as amended (the
Code), and any related reporting requirements of the
Code, the parties hereto agree as follows:

(a)    
          Provided the Escrow Agent shall execute a statement in writing (in form and
          substance reasonably acceptable to the parties hereunder) pursuant to which it
          agrees to assume all responsibilities for information reporting required under
          Section 6045(e) of the Code, Seller and Purchaser shall designate the
          Escrow Agent as the person to be responsible for all information reporting under
          Section 6045(e)of the Code (the Certifying
          Person). If the Escrow Agent refuses to execute a statement
          pursuant to which it agrees to be the Certifying Person, Seller and Purchaser
          shall agree to appoint another third party as the Certifying Person.

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(b)    
          Seller and Purchaser each hereby agree:

(i)    
          to provide to the Certifying Person all information and certifications regarding
          such party, as reasonably requested by the Certifying Person or otherwise
          required to be provided by a party to the transaction described herein under
          Section 6045of the Code; and

(ii)    
          to provide to the Certifying Person such partys taxpayer identification
          number and a statement (on Internal Revenue Service Form W-9 or an acceptable
          substitute form, or on any other form the applicable current or future Code
          sections and regulations might require and/or any form requested by the
          Certifying Person), signed under penalties of perjury, stating that the taxpayer
          identification number supplied by such party to the Certifying Person is
          correct.

# ARTICLE V.........

# INSPECTION OF PROPERTY

Section 5.1.......Completion of
Due Diligence. Anything to the contrary contained in this Agreement
notwithstanding, Purchaser acknowledges and agrees that it has completed all of its due
diligence with respect to the Property and Sellers LLC Interests and Purchaser has
no right to terminate this Agreement by reason of any due diligence matters (but this
sentence shall not affect any other termination right of Purchaser expressly provided
herein). Notwithstanding the foregoing, Purchaser and its authorized agents, partners,
lenders, officers, employees, advisors, attorneys, accountants, architects, engineers and
other representatives (for purposes of this Article V, the Licensee
Parties) shall have the right, subject to the provisions of this
Article V, including, without limitation, the provisions of Section 5.3, and the
rights of Schwab and its subtenants (Schwab and such subtenants are collectively referred
to herein as, the Schwab Parties), to enter upon the Real
Property at all reasonable times during normal business hours to perform inspections and
to otherwise evaluate the Property, including, without limitation, physical testing and
invasive sampling. Purchaser will provide to Seller notice (for purposes of this
Section 5.1, an Entry Notice) of the intention of
Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior
to such intended entry and specify the intended purpose therefor and the inspections and
examinations contemplated to be made and with whom any Licensee Party will communicate. At
Sellers option, Seller may be present for any such entry and inspection. Purchaser
shall not communicate with or contact any of the Schwab Parties or any of the Authorities
without the prior written consent of Seller, which consent shall not be unreasonably
withheld, conditioned (other than to permit Seller or its representative to participate in
any meetings or calls between Schwab and Purchaser) or delayed.

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# Section
5.2.......Document Review.

(a)    
          Notwithstanding that Purchaser has completed its due diligence review, Purchaser
          and the Licensee Parties shall have the continuing right to review and inspect,
          at Purchasers sole cost and expense, any and all of the following which,
          to the extent the same are in Sellers and/or the Property Owners
          possession or control (collectively, the
          Documents): all final environmental,
          engineering or consulting reports and studies of the Real Property that have
          been prepared for Property Owner, and/or Seller, real estate tax bills (and all
          agreement(s) relating to payments in lieu of real estate taxes), together with
          assessments (special or otherwise), ad valorem and personal property tax bills,
          covering the period of Property Owners ownership of the Property; the
          Schwab Lease and related lease and sublease files; current operating statements;
          the Licenses and Permits; the Leasing Commission Agreements; and such other
          documents, files and items as Purchaser shall reasonably request, including,
          without limitation, all documents relating to Sellers LLC Interests. Such
          inspections shall occur at a location reasonably selected by Seller, which may
          be at the office of Seller, Sellers counsel, Property Owners
          property manager, at the Real Property or any of them. Unless otherwise
          expressly set forth herein, Purchaser shall not have the right to review or
          inspect materials not directly related to the leasing, maintenance, operation,
          ownership and/or management of the Property, including, without limitation, all
          of Sellers and/or Property Owners internal memoranda, financial
          projections, budgets, appraisals, proposals for work not actually undertaken,
          and other proprietary and confidential information.

(b)    
          Purchaser acknowledges that any and all of the Documents may be proprietary and
          confidential in nature and have been provided to Purchaser solely to assist
          Purchaser in evaluating the Property, obtaining financing for the transaction
          contemplated herein and consummating the transactions contemplated herein.
          Subject only to the provisions of Article XII, Purchaser agrees not to
          disclose the contents of the Documents or any of the provisions, terms or
          conditions contained therein, to any party outside of Purchasers
          organization other than its attorneys, partners or other investors, accountants,
          lenders and lenders advisors, title agents, or any other Licensee Parties
          (collectively, the Permitted OutsideParties). Purchaser further agrees that within its
          organization, or as to the Permitted Outside Parties, the Documents will be
          disclosed and exhibited only to those persons within Purchasers
          organization or to those Permitted Outside Parties who are responsible for
          evaluating the Property, providing financing for the transaction contemplated
          herein and consummating the transaction contemplated hereby or otherwise
          involved in performing Purchasers obligations under this Agreement.
          Purchaser further acknowledges that the Documents and other information relating
          to the leasing arrangements between Seller and the Schwab Parties are
          proprietary and confidential in nature. Purchaser agrees not to divulge the
          contents of such Documents and other information except in accordance with the
          confidentiality standards set forth in this Section 5.2 and
          Article XII. In permitting Purchaser and the Permitted Outside Parties to
          review the Documents and other information to assist Purchaser, Seller and
          Property Owner have not waived any privilege or claim of confidentiality with
          respect thereto, and no third party benefits or relationships of any kind,
          either express or implied, have been offered, intended or created by Seller and
          Property Owner, and any such claims are expressly rejected by Seller and
          Property Owner and waived by Purchaser and the Permitted Outside Parties, for
          whom, by its execution of this Agreement, Purchaser is acting as an agent for
          the Permitted Outside Parties with regard to such waiver.

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(c)    
          Purchaser acknowledges that some of the Documents may have been prepared by
          third parties and may have been prepared prior to Property Owners
          ownership of the Property. PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS
          EXPRESSLY SET FORTH IN SECTIONS 8.1,
          8.2AND 8.3, SELLER OR
          SELLER ENTITY HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY
          REGARDING THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS OR THE SOURCES
          THEREOF. SELLER HAS NOT UNDERTAKEN ANY INDEPENDENT INVESTIGATION AS TO THE
          TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS AND IS PROVIDING THE DOCUMENTS
          SOLELY AS AN ACCOMMODATION TO PURCHASER.

# Section 5.3.......Entry
and Inspection Obligations; Termination of Agreement.

(a)     Purchaser
          agrees that in entering upon and inspecting or examining the Property, Purchaser
          and the other Licensee Parties will not: materially disturb any of the Schwab
          Parties, or materially interfere with the use of the Property pursuant to the
          Schwab Lease; materially interfere with the operation and maintenance of the
          Real Property or Improvements; damage any part of the Property or any personal
          property owned or held by any of the Schwab Parties, or any other person or
          entity; injure or otherwise cause bodily harm to Seller, Property Owner or any
          of the Schwab Parties, or to any of their respective agents, guests, invitees,
          contractors and employees, or to any other person or entity; permit any liens to
          attach to the Real Property by reason of the exercise of Purchasers
          inspection rights under this Article V; or reveal or disclose any
          information obtained concerning the Property and the Documents to anyone outside
          Purchasers organization, except in accordance with the confidentiality
          standards set forth in Section 5.2(b) and Article XII.
          Purchaser shall: (i) maintain (or cause the appropriate Licensee Parties to
          maintain) comprehensive general liability (occurrence) insurance on terms and in
          amounts reasonably satisfactory to Seller and Workers Compensation
          insurance in statutory limits, and if Purchaser or any Licensee Party performs
          any invasive physical testing or invasive sampling in accordance with Section
          5.1 of this Agreement, errors and omissions insurance and contractors
          pollution liability insurance on terms and in amounts acceptable to Seller,
          covering any accident or event arising in connection with the presence of
          Purchaser or any other Licensee Party on the Real Property or Improvements, and
          deliver evidence of insurance verifying such coverage to Seller prior to entry
          upon the Real Property or Improvements; (ii) promptly pay when due the
          costs of all entry and inspections and examinations done with regard to the
          Property; (iii) cause any inspection to be conducted in accordance with
          standards customarily employed in the industry and in compliance with all
          Governmental Regulations and the Existing Deed Notice (as such term is
          hereinafter defined); (iv) furnish to Seller copies of any studies, reports
          or test results received by Purchaser regarding the Property, promptly after
          such receipt, in connection with such inspection; and (v) repair any damage
          to the Real Property and Improvements caused by any inspection or examination by
          Purchaser or its agents. Notwithstanding the foregoing or subsection (b) below
          to the contrary, Purchaser shall not be required to restore nor to be liable for
          any damage to the Property resulting from the negligence or willful misconduct
          of Seller, AFE, PXURA, PXR, PXLA (or any of their respective members, partners,
          officers, directors, employees, agents or other authorized representatives) or
          any of the Schwab Parties. In addition, Purchaser shall not be liable to restore
          any damage to the Real Property or the Improvements to the extent relating to
          existing conditions at the Property which are revealed by Purchasers
          investigations permitted hereunder.

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(b)    
          Except as stated to the contrary in the last sentence of Section 5.3(a)
          above, Purchaser hereby indemnifies, defends and holds Seller and Property Owner
          and their respective partners, agents, directors, officers, employees,
          successors and assigns (collectively, the Seller Indemnified
          Parties) harmless from and against any and all liens,
          claims, causes of action, damages, liabilities, demands, suits, and obligations
          to third parties, together with all losses, penalties, costs and expenses
          relating to any of the foregoing (including but not limited to court costs and
          reasonable attorneys fees), arising out of any disclosure(s) of
          confidential information in violation of the provisions of Section 5.2(b)
          and any inspections, investigations, examinations, sampling or tests conducted
          by Purchaser or any of the Licensee Parties, whether prior to or after the date
          hereof, pursuant to the provisions of Article V of this Agreement.

(c)    
          Promptly following the time that this Agreement is terminated for any reason,
          Purchaser shall return to Seller all copies Purchaser has made of the Documents
          and all copies of any studies, reports or test results regarding any part of the
          Property obtained by Purchaser, before or after the execution of this Agreement,
          in connection with Purchasers inspection of the Property (collectively,
          Purchasers Information). Purchasers
          Information shall not include Purchasers internal memoranda, financial
          projections, budgets, appraisals or other proprietary and confidential
          information. Purchasers Information shall be delivered without any
          representation or warranty, express or implied, as to the accuracy or
          completeness (other than that Purchaser has returned all of the items it is
          required to return) of Purchasers Information, or any other representation
          or warranty; neither Seller nor any other person or party shall have any right
          to rely on Purchasers Information nor shall Purchaser shall have any
          liability or obligation with regard to Purchasers Information.

(d)    
          The terms and provisions of Section 5.3(b) and Section 5.3(c)
          above shall supercede, in its entirety, the terms and provisions of that certain
          Right of Access Agreement dated November ___, 2002 (the AccessAgreement), between AFE and iStar Financial Inc.
          (iStar), and such agreement shall, from and
          after the date hereof, be of no further force and effect and no obligations set
          forth therein shall survive the Effective Date; provided, however,
          if iStar shall have incurred any liability under the Access Agreement on account
          of any inspections, investigations, examinations, sampling or tests conducted
          prior to the Effective Date by iStar, Purchaser or any of the Licensee Parties,
          then any liability of iStar under the Access Agreement shall survive the
          Effective Date but the obligations with respect thereto shall be governed by the
          provisions of this Agreement, and not by the provisions of the Access Agreement.

Section 5.4.......SaleAs Is.THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER.THIS AGREEMENT REFLECTS
THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS HAD AND HAS THE RIGHT TO
CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY AND SELLERS LLC
INTEREST.OTHER THAN THE MATTERS REPRESENTED IN
SECTIONS 8.1, 8.2AND
8.3HEREOF AND ANY CLOSING CERTIFICATION OF SELLER AS TO THE
TRUTH AND ACCURACY OF THE REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE AND THE
REPRESENTATIONS IN SELLERS (AND PROPERTY OWNERS) TITLE AFFIDAVIT,
NON-IMPUTATION ENDORSEMENT AFFIDAVIT AND ALL OTHER CLOSING DOCUMENTS, BY WHICH ALL OF THE
FOLLOWING PROVISIONS OF THIS SECTION 5.4ARE MODIFIED AND
LIMITED AS IF SUCH EXCEPTION WERE FULLY SET FORTH HEREIN IN EACH INSTANCE, PURCHASER HAS
NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION
OR WARRANTY OF SELLER OR ANY OF SELLERS AGENTS OR REPRESENTATIVES, AND PURCHASER
HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE.

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SELLER
SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLERS AFFILIATES NOR ANY
OTHER PERSON (INCLUDING, WITHOUT LIMITATION, PROPERTY OWNER) IS MAKING, ANY
REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR
ANY OF SELLERS AFFILIATES OR RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF
TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY,
OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR
SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF
DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE IMPROVEMENTS OR THE PERSONAL
PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY OR THE PROPERTY
OWNER AND (g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS
WITH GOVERNMENTAL REGULATIONS, INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS, NOW
EXISTING OR HEREINAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER
AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY (THROUGH
THE TRANSFER OF SELLERS LLC INTEREST) WILL BE CONVEYED AND TRANSFERRED TO PURCHASER
IN ITS PRESENT CONDITION AND STATE OF REPAIR,AS ISANDWHERE IS,WITH ALL FAULTS.PURCHASER REPRESENTS THAT IT
IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE, AND THAT IT IS
RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASERS CONSULTANTS IN PURCHASING
THE PROPERTY THROUGH THE TRANSFER OF SELLERS LLC INTEREST.PURCHASER HAS BEEN
GIVEN A SUFFICIENT OPPORTUNITY PRIOR TO THE EFFECTIVE DATE TO CONDUCT AND HAS CONDUCTED
SUCH INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY,
SELLERS LLC INTEREST AND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT
NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON SAME
AND NOT UPON ANY STATEMENTS OF SELLER OR SELLER ENTITIES (EXCLUDING THE LIMITED MATTERS
REPRESENTED BY SELLER IN SECTIONS 8.1,
8.2AND 8.3HEREOF AND ANY CLOSING
CERTIFICATION OF SELLER AS TO THE TRUTH AND ACCURACY OF THE REPRESENTATIONS AND WARRANTIES
AS OF THE CLOSING DATE AND THE REPRESENTATIONS IN SELLERS (AND PROPERTY
OWNERS) TITLE AFFIDAVIT, NON-IMPUTATION ENDORSEMENT AFFIDAVIT AND ALL OTHER CLOSING
DOCUMENTS) NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER.PURCHASER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A
VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE
COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION
HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER.UPON CLOSING, SUBJECT TO THE
EXPRESS PROVISIONS OF THIS AGREEMENT, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE
BEEN REVEALED BY PURCHASERS INSPECTIONS AND INVESTIGATIONS.PURCHASER
ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER WILL SELL AND CONVEY TO PURCHASER, AND
PURCHASER WILL ACCEPT THE PROPERTY THROUGH THE TRANSFER OF SELLERS LLC INTEREST,AS IS, WHERE IS,WITH ALL FAULTS.PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS
COLLATERAL TO OR AFFECTING SELLERS LLC INTEREST OR THE PROPERTY BY SELLER, ANY AGENT
OF SELLER OR ANY THIRD PARTY.SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY
ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR
SELLERS LLC INTEREST FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT
OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH HEREIN.PURCHASER
ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THEAS IS, WHERE
ISNATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE
MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY AND SELLERS LLC INTEREST.
PURCHASER, WITH PURCHASERS COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS
SET FORTH IN THIS AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT,
AND THAT SELLER WOULD NOT HAVE AGREED TO SELL SELLERS LLC INTEREST TO PURCHASER FOR
THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS
AGREEMENT.

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PURCHASER
AND PURCHASERS AFFILIATES FURTHER COVENANT AND AGREE NOT TO SUE SELLER AND
SELLERS AFFILIATES AND RELEASE SELLER AND SELLERS AFFILIATES OF AND FROM AND
WAIVE ANY CLAIM OR CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, ANY STRICT LIABILITY
CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR PURCHASERS AFFILIATES MAY HAVE AGAINST
SELLER OR SELLERS AFFILIATES UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER
ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS
EXISTING AS OF THE CLOSING (WHETHER KNOWN OR UNKNOWN) IN, ON, UNDER, ABOUT OR MIGRATING
FROM OR ONTO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT (NOW
EXISTING OR HEREINAFTER CREATED) RELATED TO ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL
MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE REAL PROPERTY.THE
FOREGOING SENTENCE SHALL NOT RELIEVE (A) SELLER OF ANY LIABILITY IT MAY HAVE WITH RESPECT
TO ITS REPRESENTATION MADE IN SECTION 8.3(f) OF THIS AGREEMENT, SUBJECT,
HOWEVER, IN ALL RESPECTS, TO THE PROVISIONS SET FORTH IN SECTION
8.5HEREOF, AND (B) 8/9 TRANSFEREE OF ANY LIABILITY IT MAY HAVE
WITH RESPECT TO ANY ENVIRONMENTAL MATTER OR ENVIRONMENTAL CONDITION IN, ON, UNDER, ABOUT,
OR MIGRATING FROM, THE EXCLUDED REAL PROPERTY OR WITH RESPECT TO THE ACTS OR OMISSIONS OF
8/9 TRANSFEREE AT THE EXCLUDED REAL PROPERTY.

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THE
TERMS AND CONDITIONS OF THIS SECTION 5.4 WILL EXPRESSLY SURVIVE THE
TERMINATION OF THIS AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND, IF THE CLOSING
OCCURS, WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND ARE HEREBY DEEMED
INCORPORATED INTO THE LLC ASSIGNMENT AND ASSUMPTION AS FULLY AS IF SET FORTH AT LENGTH
THEREIN.

NOTHING
IN THIS SECTION 5.4 SHALL NEGATE THE PRORATIONS UNDER SECTION 10.4.

Section 5.5.......iStar Financial
Guaranty. iStar is executing this Agreement for the sole purpose of guaranteeing to
the Seller Indemnified Parties any and all liability of Purchaser under Section
5.3(b). By its signature annexed to this Agreement, iStar acknowledges that its
guaranty is a guaranty of payment, and not of collection.

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# ARTICLE VI........

# TITLE AND SURVEY
MATTERS

Section
6.1.......Survey. Purchaser acknowledges receipt of the Existing
Survey. Any modification, update or re-certification of the Existing Survey shall be at
Purchasers election and sole cost and expense. The Existing Survey together with any
re-certification thereof and/or update Purchaser has elected to obtain, if any, is herein
referred to as the Survey .

Section 6.2.......Title
Report.

(a)    
          Purchaser acknowledges receipt from the Title Company of a current title
          insurance report for the Property (the Title
          Report), together with copies of the title exceptions
          listed thereon. All (i) exceptions to title set forth in the Title Report
          and/or matters revealed by the Existing Survey, (ii) matters which are the
          obligations of Schwab under the Schwab Lease, (iii) documents and
          agreements contemplated by this Agreement to be recorded against the Real
          Property on or prior to the Closing Date, including, without limitation, the
          CREA, the CRA and the Updated Deed Notice, and (iv) title exceptions caused
          or created (whether directly or indirectly) by Purchaser or any Licensee Parties
          will be referred to herein as Permitted Exceptions.
          In no event shall any of the Permitted Exceptions constitute Title Defects (as
          hereinafter defined).

(b)    
          All taxes, water rates or charges, sewer rents and special assessments, plus
          interest and penalties thereon, which on the Closing Date are due and payable
          and/or are liens against the Real Property and which the Property Owner is
          obligated to pay and discharge will be credited against the Purchase Price
          (subject to the provision for apportionment of taxes, water rates and sewer
          rents herein contained) and without the need for Purchaser to raise as a Title
          Defect.

(c)    
          If on the Closing Date the Real Property shall be affected by any lien which,
          pursuant to the provisions of this Agreement, is required to be discharged or
          satisfied by Seller, Seller shall not be required to discharge or satisfy the
          same of record provided the money necessary to satisfy the lien is retained by
          the Title Company at Closing (with authority to pay in the event of enforcement
          of such lien), and the Title Company either omits the lien as an exception from
          the Title Policy or insures against collection thereof from or out of the Real
          Property and/or the Improvements, and a credit is given to Purchaser for the
          recording charges for a satisfaction or discharge of such lien. Seller shall
          have no obligation to remove any lien affecting the Real Property which is the
          obligation of Schwab to remove pursuant to the provisions of the Schwab Lease.

(d)    
          No franchise, transfer, inheritance, income, corporate or other tax open, levied
          or imposed against Seller, the Property Owner or any former owner of the
          Property, that may be a lien against the Property on the Closing Date, shall be
          an objection to title if the Title Company insures against collection thereof
          from or out of the Real Property and/or the Improvements, and provided further
          that Seller deposits with the Title Company a sum reasonably sufficient to
          secure a release of the Real Property and/or Improvements from the lien thereof
          (with authority to pay in the event of enforcement of such lien). If a search of
          title discloses judgments, bankruptcies, or other returns against other persons
          having names the same as or similar to that of Seller or the Property Owner,
          Seller will deliver (or cause the Property Owner to deliver) to the Title
          Company an affidavit stating that such judgments, bankruptcies or other returns
          do not apply to Seller or the Property Owner, as the case may be, and such
          search results shall not be deemed Title Defects.

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(e)    
          Notwithstanding anything to the contrary contained herein, except for Permitted
          Exceptions, Seller shall be obligated to cure and/or satisfy or cause to be
          deleted as an exception to title: (x) any standard exceptions (to the extent
          that the Title Company is willing to delete the same based solely upon receipt
          of the Survey and a customary affidavit from Seller or the Property Owner);
          (y) any of the following exceptions and encumbrances to the title to the
          Property as may be disclosed by the Title Report, all of which shall be referred
          to herein as Monetary Objections: (i) any deed of
          trust, mortgage, or other security title, assignment of leases, negative pledge,
          financing statement or similar security instrument entered into by Seller, the
          Property Owner or any of Sellers Affiliates (including, without
          limitation, PXR) and encumbering all or any portion of the Property (and
          excluding any such instrument placed upon the Property against an interest of
          any Schwab Party and which encumbers such Schwab Partys interest therein);
          (ii) mechanics liens affecting the Property and (iii) any other liens
          affecting the Property which can be satisfied by the payment of a specific,
          liquidated amount not to exceed Five Hundred Thousand and 00/100 Dollars
          ($500,000.00) in the aggregate. To the extent any Monetary Objection which
          Seller is obligated to remove has not been removed at or prior to Closing,
          Purchaser shall be entitled to apply a portion of the purchase proceeds
          reasonably necessary to effectuate such removal (or withhold such portion as may
          be reasonably necessary to remove such Monetary Objection) and Purchaser shall
          receive a credit against the Purchase Price for any such amounts so applied or
          withheld. Notwithstanding the foregoing to the contrary, if on the Closing Date
          there shall be security interests filed against the Property, such items shall
          not be Monetary Objections if (A) the personal property covered by such security
          interests are no longer in or on the Real Property and will not be conveyed as
          part of the Personal Property hereunder, and the Title Company either omits the
          lien or security interest as an exception from the Title Policy or insures
          against collection thereof from all of the Real Property and improvements
          erected thereon, or (B) such personal property is the property of any Schwab
          Party and Seller executes and delivers an affidavit to such effect. At Closing,
          Seller will deliver (or cause to be delivered by Property Owner) such affidavits
          as reasonably required by the Title Company to enable the Title Company to issue
          a non-imputation endorsement to the Title Policy, which endorsement is at
          Purchasers sole cost and expense and, without limiting the foregoing, any
          affidavits reasonably required by the Title Company to omit any exception or
          provide affirmative insurance for any mechanics liens in connection with
          the JMB Construction Contract and the JMB Cooling Tower Contract. In addition,
          Columbia shall cause its affiliates to execute such affidavits and other
          documentation reasonably required by Title Company with respect to the Retained
          Interest in connection with the issuance of the Title Policy and the
          endorsements thereto.

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Section 6.3.......Title
Defect.

(a)    
          In the event Seller receives any written objections to matters disclosed by an
          update to the Title Report or an update to the Existing Survey (collectively and
          individually, a Title Defect) within the time
          periods required under Sections 6.3(b) below, Seller may elect (but
          shall not be obligated) to attempt to remove, or cause to be removed at its
          expense, any such Title Defect, and shall provide Purchaser with notice, within
          five (5) Business Days of its receipt of any such objection, of its intention to
          cure or not to cure any such Title Defect. If Seller elects to attempt to cure
          any Title Defect, the Scheduled Closing Date may be extended by written notice
          from Seller to Purchaser at any time on or prior to the Scheduled Closing Date,
          for a period up to but not to exceed sixty (60) days in the aggregate (but in no
          event shall Seller have the right to extend the Scheduled Closing Date beyond
          the Outside Closing Date), for the purpose of such removal. In the event that
          (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller
          fails to cure any such Title Defect within the period elected by Seller but not
          to exceed sixty (60) days in the aggregate (but in no event shall Seller have
          the right to extend the Scheduled Closing Date beyond the Outside Closing Date),
          Seller shall so advise Purchaser and Purchaser shall have the right to terminate
          this Agreement and receive a refund of the Earnest Money Deposit, or to waive
          such Title Defect and proceed to the Closing without any reduction or abatement
          of the Purchase Price. Purchaser shall make such election within ten (10) days
          of receipt of Sellers notice. If Purchaser elects to proceed to the
          Closing, any Title Defects waived by Purchaser shall be deemed Permitted
          Exceptions. This provision is subject in all respects to Sellers
          obligations, and Purchasers rights, under Section 6.2(e). In any
          such event of termination, Purchaser shall promptly return Purchasers
          Information to Seller, after which neither party shall have any further
          obligation to the other under this Agreement except for the Termination
          Surviving Obligations.

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(b)    
          Notwithstanding the foregoing, in the event further updates are made to the
          Title Report or Survey which reveal new matters which are not Permitted
          Exceptions and are not shown on the previous version of the Title Report or
          Survey, Purchaser may give Seller notice of any such new matters disclosed by
          such update which Purchaser deems unacceptable. Purchaser must object in writing
          to any such new matters, if at all, before 5:00 p.m. Eastern Standard Time
          on the fifth (5th) Business Day after receipt of any such updated Title Report
          or Survey first disclosing said new matters. In the event Purchaser so timely
          notices Seller, such items shall be subject to the process for Title Defects set
          forth above. If Purchaser fails to timely deliver such notice, all of such new
          matters shall be deemed Permitted Exceptions.

# ARTICLE VII.......

# INTERIM OPERATING
COVENANTS AND POST-CLOSING MATTERS

# Section
7.1.......Interim Operating Covenants.

(a)    
          Operations. From the Effective Date until Closing, Seller
          shall, and shall cause Property Owner, to continue to operate, manage and
          maintain the Real Property, Ground Lease, Sublease, Improvements and other
          Property in the ordinary course of its business and substantially in accordance
          with its present practice, subject to ordinary wear and tear and damage caused
          by any Schwab Party and further subject to Article XI of this Agreement. In
          addition, from the Effective Date until Closing, unless required by any
          Authorities or Governmental Regulations, or the Schwab Lease, or in the case of
          an emergency or on account of a casualty at the Property (in which case the
          provisions of Section 11.1 of this Agreement shall apply), Seller shall
          not, and shall cause Property Owner not to, make any capital expenditure (or
          commitments therefor) at the Property (x) that aggregate in excess of $500,000,
          and (y) the payment for which shall be the obligation of Property Owner after
          the Closing.

(b)    
          Compliance with Governmental Regulations/Waterfront Development
          Permit.

(i)    
          From the Effective Date until Closing, Seller shall not, and shall cause
          Property Owner not to, knowingly take any action that would result in a failure
          to comply in all material respects with all Governmental Regulations applicable
          to the Property Ground Lease, Sublease, Schwab Lease, Sellers LLC Interest
          and with any covenants, conditions, restrictions, encumbrances and other title
          exception documents affecting the Property, it being understood and agreed that
          prior to Closing, Seller will have the right to contest any such Governmental
          Regulations and any such title exception documents.

(ii)    
          Purchaser acknowledges that NJDEP has issued that certain Waterfront Development
          Permit, issued July 1, 1999, as modified by Modification to Waterfront
          Development Permit #0906-92-0005.4 (Modification file #0906-92-0005.5) dated as
          of December 5, 2000 (the Waterfront Development
          Permit), a copy of which Purchaser has reviewed as part of
          the Documents, which grants to AFE, and its successors and assigns, the right to
          develop the Real Property, Plaza VIII and Plaza IX, in accordance with and
          pursuant to the provisions thereof. Purchaser acknowledges that the Building
          fully utilizes the development rights attributable to the Real Property, and
          that it is the intention of the parties that all remaining development rights
          accruing under the Waterfront Development Permit (as well as any other
          development rights accruing under all other of the Documents) are not being
          transferred to Purchaser on the Closing Date, but are instead being transferred
          to 8/9 Transferee as part of the Excluded Real Property. In connection
          therewith, it is a condition (the Permit
          Condition) to Closing that either (x) the Waterfront
          Development Permit is bifurcated by NJDEP prior to Closing such that after such
          bifurcation there shall be two permits, one relating to Plaza X (the
          Plaza X Bifurcated Waterfront Permit) and one
          relating to Plazas VIII and IX (the 8/9 Bifurcated Waterfront
          Permit), which permits must also comply with the remaining
          provisions of this Section 7.1(b)(ii), or (y) 8/9 Transferee, in the
          8/9 Transferee Guaranty (as hereinafter defined), (I) use commercially
          reasonable efforts to obtain such bifurcation following the Closing,
          (II) satisfy any obligations of Property Owner (as reconstituted on the
          Closing Date with Purchaser as the indirect or direct owner thereof)
          (Post-Transfer AFE) following the Closing under
          the Waterfront Development Permit until such time as the Waterfront Development
          Permit is bifurcated in accordance with the provisions of this Section
          7.1(b)(ii), including, without limitation, the completion of any traffic
          mitigation studies, but specifically excluding the maintenance of the Waterfront
          Walkway located on the Real Property, which shall from and after the Closing be
          maintained by Post-Transfer AFE at its sole cost and expense. If the Waterfront
          Development Permit is not bifurcated and 8/9 Transferee is to guaranty the
          foregoing obligations, then the form of the 8/9 Transferee Guaranty shall be
          modified (in form reasonably satisfactory to both Purchaser and Seller) at
          Closing to reflect the addition of such guaranty, and provided the 8/9
          Transferee Guaranty is executed at Closing, then the Permit Condition shall be
          deemed satisfied. If Seller and Purchaser are unable to reasonably agree upon
          the modifications to the 8/9 Transferee Guaranty for the performance of 8/9
          Transferees obligations under this Section 7.1(b)(ii), then such
          failure shall merely constitute the failure of a condition precedent to
          Purchasers obligation to close this transaction and shall not be deemed a
          breach or default on the part of Seller. The provisions of the 8/9 Transferee
          Guaranty with respect to the Waterfront Development Permit shall automatically
          terminate upon the final satisfaction of such obligations and liabilities.
          Seller will advise Purchaser in advance of any meetings or discussions with any
          applicable agency involved in the review of the bifurcation of the Waterfront
          Development Permit and Purchaser shall have the right to participate in any such
          conversations or meetings. Purchaser and Post-Transfer AFE have no obligation to
          seek or obtain the bifurcation of the Waterfront Development Permit from and
          after the Closing. In order for the Plaza X Bifurcated Waterfront Permit to
          comply with the provisions of this Section 7.1(b)(ii), it shall not
          contain any obligation on the part of Post-Transfer AFE to undertake any traffic
          mitigation program or impose any new obligations or liabilities on the part of
          Post-Transfer AFE other than those that pertain to the Building and the Real
          Property (unless Purchaser consents thereto, which consent shall not be
          unreasonably withheld), it being acknowledged by Purchaser that the obligation
          to maintain the Waterfront Walkway located on the Real Property is not a new
          obligation or liability.

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(c)    
          Service Contracts. From the Effective Date until Closing,
          Seller shall not, and shall cause Property Owner to not, amend, modify or renew
          any existing service contracts or enter into any new service contracts unless
          (i) such amended, modified, renewed or new service contract will expire on or
          prior to the Closing Date or is terminable on not more than thirty (30) days
          notice without penalty or (ii) unless Purchaser consents thereto in
          writing, which approval will not be unreasonably withheld, conditioned or
          delayed. In addition to the foregoing, from the Effective Date until Closing,
          Seller shall provide Purchaser with notice and copies of any such amendments,
          modifications or renewals of any existing service contracts or any new service
          contracts.

(d)    
          Notices. From the Effective Date until Closing, to the
          extent received by Property Owner, Seller shall, and shall cause Property Owner
          to, promptly deliver to Purchaser copies of written default notices, written
          notices of lawsuits, arbitrations, administrative proceedings and other material
          hearings and written notices of violations affecting the Ground Lease, the
          Sublease, the Schwab Lease, Sellers LLC Interest and/or the other
          Property.

(e)    
          Schwab Lease, Sublease and Ground Lease. (i) From the
          Effective Date until Closing, Seller shall not, and shall cause Property Owner
          and PXR to not, amend, modify, extend or terminate the Schwab Lease, the
          Sublease and the Ground Lease or enter into any consent or other agreement with
          respect to the Schwab subleases (except, in each instance, to the extent
          required pursuant to the terms of the applicable document or to the extent that
          any such required consent sought by Schwab pursuant to the provisions of any of
          the foregoing documents must be given by PXLA prior to the then Scheduled
          Closing Date, in which case Seller shall consult with Purchaser and provide
          Purchaser with copies of the relevant documentation prior to granting such
          consent (but Seller shall have the right to grant or deny such consent in its
          sole discretion)). Seller hereby expressly consents to Purchaser, at any time
          prior to or at Closing, negotiating and entering into amendments and
          modifications to the Schwab Lease, the Sublease and the Ground Lease and to
          enter into any other consents or other agreements with respect to such leases so
          long as any such amendment, modification, consent or other agreement is not
          effective unless and until the Closing occurs, and Seller receives copies of any
          such amendments, modifications, consents and other agreements promptly after
          Purchasers execution thereof (but in all events prior to or at Closing).
          Seller will reasonably cooperate in any escrow arrangements in connection with
          any amendments and modifications to the Schwab Lease negotiated by Purchaser in
          accordance with this Section 7.1(e)(i). The amendment between
          Purchaser and Schwab which is in escrow on the date hereof is called the
          Existing Escrow Schwab Amendment.

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(ii)    
          Attached hereto as Schedule 7.1(e)(ii) is a true and correct
          itemization of Operating Expenses for the partial Operating Years from the
          Commencement Date (as such terms are defined in the Schwab Lease) through May
          31, 2003.

(f)    
          Standstill.

(i)    
          From the Effective Date until Closing, Seller shall not (and Seller shall cause
          Property Owner not to): (i) market Sellers LLC Interest, the Ground Lease,
          the Sublease, the Schwab Lease or the other Property for sale or disposition to
          any other party, or sell, encumber, or grant any interest in or to Sellers
          LLC Interest, the Ground Lease, Sublease, Schwab Lease or the Property, (ii)
          solicit, negotiate or accept offers or otherwise enter into any binding or
          non-binding agreement for a purchase, financing or joint venture involving the
          Property or any interest therein with any other person or entity, and
          (iii) other than Permitted Transfers, encumber, dispose of, sell, convey,
          assign or pledge any interest in the Property or any tax abatement or other tax
          relief benefits applicable to the Property, or any interest therein or otherwise
          enter into any agreement, other than any Permitted Exceptions, affecting or
          encumbering or agreeing to dispose of, sell, convey, assign or pledge any
          interest in the Property, the Ground Lease, the Sublease, the Schwab Lease or
          any interest therein, which agreement would be consummated prior to or otherwise
          the survive the Closing. Notwithstanding the foregoing, from and after the date
          that the Approvals shall have been obtained and after the conveyance of the
          Excluded Real Property to 8/9 Transferee, Seller shall have the right to record
          (x) an agreement which amends the Ground Lease in the form annexed hereto as
          Exhibit 7.1(f)(i)-1 (the Amendment to
          Ground Lease) and (y) an agreement which amends the Sublease
          in the form annexed hereto as Exhibit 7.1(f)(i)-2 (the
          Amendment to Sublease; the Amendment to Ground Lease
          and the Amendment to Sublease are collectively referred to herein as the
          Amended Leases) in order to remove the Excluded Real
          Property from the scope of the Ground Lease and the Sublease, and to remove the
          Ground Lease and the Sublease as encumbrances upon the Excluded Real Property.
          Purchaser hereby consents to the recordation of the Amended Leases against the
          Real Property, and acknowledges that the Amended Leases constitute Permitted
          Exceptions.

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(ii)    
          Seller shall have the right to grant an easement for that portion of the Real
          Property, more particularly described on Schedule
          7.1(f)(ii) annexed hereto, to the City (the
          Dedication). Purchaser hereby consents to the
          Dedication in the form annexed hereto as Exhibit 7.1(f)(ii)
          being recorded against the Real Property, and acknowledges that the Dedication
          shall constitute a Permitted Exception.

(iii)    
          Purchaser agrees that (i) Harsimus (and its Affiliates) shall have the right, at
          their sole cost and expense, to erect a memorial upon the Real Property in the
          location and of a type more particularly identified and described on
          Exhibit 7.1(f)(iii) annexed hereto (the
          Memorial), and (ii) the obligation to maintain
          the Memorial from and after the Closing Date shall be as is set forth in the
          CREA.

(iv)    
          Purchaser agrees that AFE shall have the right to, and shall, transfer all of
          its right, title and interest in and to the Excluded Real Property to 8/9
          Transferee.

(g)    
          Further Encumbrances. Except for the Permitted Exceptions
          and as may otherwise be permitted pursuant to the express provisions of this
          Agreement, Seller shall not (and Seller shall cause Property Owner and PXR to
          not) voluntarily alter or encumber in any way Sellers title to
          Sellers LLC Interest and Property Owners title to the Property or
          the Ground Lease or the Sublease or the Schwab Lease after the Effective Date
          without the prior written consent of Purchaser. In addition to the foregoing,
          from the Effective Date until Closing, Seller shall provide Purchaser with
          notice and copies of any such alterations to or encumbrances on Sellers
          title to Sellers LLC Interest and Property Owners title to the
          Property or the Ground Lease or the Sublease or the Schwab Lease.

(h)    
          Updated Deed Notice. Purchaser acknowledges that a
          Declaration of Environmental Restrictions, a copy of which Purchaser has
          reviewed during its due diligence as part of the Documents, is currently
          recorded in the title records of the Real Property (the Existing
          Deed Notice ). The Existing Deed Notice reflects that
          contaminated historic fill exists at the Real Property, which must be contained
          as provided in the Existing Deed Notice and which cannot be disturbed without
          the prior consent of NJDEP. Prior to the commencement of the construction of the
          Building, AFE notified the NJDEP that it intended to disturb the two feet of
          clean fill acting as an engineering control (as that term is defined
          in Environmental Laws) over the historic fill at the Real Property, in
          connection with its construction activities. AFE also sought the consent of
          NJDEP to do so. As a condition to NJDEPs consent to the construction
          activities and the disturbance of the engineering control, AFE agreed to record
          an updated Deed Notice reflecting the current site conditions after the
          construction activities have been completed (the Updated Deed
          Notice ). In order to complete the foregoing, Seller
          entered into a Memorandum of Agreement (MOA)
          with the NJDEP (a copy of which has been delivered to Purchaser as part of the
          Documents) in order to obtain its approval to record the Updated Deed Notice in
          the title records of the Real Property and to request a termination of the
          Existing Deed Notice and Seller recorded the Updated Deed Notice and termination
          of Existing Deed Notice, in the title records of the Real Property in accordance
          with N.J.S.A. 58:10B-13. Purchaser hereby consents to the Updated Deed Notice
          and termination of Existing Deed Notice being recorded against the Real
          Property, and acknowledges that the Updated Deed Notice and termination of
          Existing Deed Notice constitutes a Permitted Exception.

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(i)    
          Approvals. From and after the Effective Date, Seller and
          Purchaser shall act in good faith and cooperate with each other in connection
          with Sellers efforts to timely obtain the Approvals, which shall include,
          without limitation, executing documents, providing information as to the direct
          and indirect beneficial interest holders in Purchaser, and providing such other
          information as the applicable party may request. The costs in connection with
          obtaining the Approvals shall be borne in the manner more particularly set forth
          in Section 10.5 of this Agreement. Purchaser acknowledges that a
          Certificate of Substantial Completion will be recorded against the Real Property
          and will constitute a Permitted Exception. Seller will use good faith efforts to
          obtain such additional consents from JCRA as Purchaser may reasonably request,
          but such additional consents shall not be conditions to Purchasers
          obligation to close hereunder. Without Purchasers prior written consent,
          Seller shall not, and shall cause the Property Owner not to, (a) amend or modify
          the Financial Agreement, except as it may be amended by the Amended Financial
          Agreement, or (b) negotiate, settle, compromise, or consent or agree to any
          change in, the Total Project Cost (as defined in the Financial Agreement) in any
          manner that directly or indirectly does or could increase the Total Project Cost
          beyond $78,674,777.

(j)    
          CREA. At the Closing, Seller shall cause that certain cross
          reciprocal easement agreement in the form annexed hereto as Exhibit
          7.1(j) (CREA) to be recorded
          against the Real Property, which will provide for, inter alia, pedestrian
          easements, view corridors, certain parking rights, means of access, rights
          related to stormwater runoff and access to utilities, all of which shall benefit
          and burden the Real Property and the Excluded Real Property, as more
          particularly described in the CREA. Purchaser acknowledges that the CREA will be
          recorded against the Real Property and constitutes a Permitted Exception. None
          of Seller, Property Owner and 8/9 Transferee shall voluntarily cause to be
          placed on the Excluded Real Property any encumbrance which would be superior to
          the CREA.

(k)    
          Covenant and Restriction Agreement. Purchaser acknowledges
          that a certain Reciprocal Operation and Easement Agreement for the Harborside
          Financial Center, dated as of December 4, 1995 (as amended, the
          ROEA) is currently recorded in the title
          records of certain of the other parcels within the Harborside Financial Center,
          and that Purchaser has reviewed the ROEA during its due diligence as part of the
          Documents. At the Closing, Seller shall enter in an agreement, in the form
          annexed hereto as Exhibit 7.1(k) (the
          CRA), to be recorded against the Real Property;
          it being understood that the CRA shall, inter alia, subject the Real
          Property to certain provisions of the ROEA and, require the continued use of the
          name Plaza X and the Harborside Financial Center at the
          Real Property. Purchaser acknowledges that the CRA will be recorded against the
          Real Property and constitutes a Permitted Exception.

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(l)    
          Insurance. From the Effective Date until Closing Seller
          shall, and shall cause Property Owner and PXR to, maintain existing insurance
          policies with respect to the Property (or replacements or renewals thereof) in
          full force and effect.

(m)    
          Taxes. From the period beginning on the Effective Date
          until Closing, Seller shall cause Property Owner and PXR to: (i) pay all real
          estate taxes and assessments which are due and payable during such period
          (subject to proration); and (ii) pay all franchise taxes (subject to proration)
          due and payable during such period for each of Seller, Property Owner and PXR in
          all jurisdictions where such entity was formed or where such entity is qualified
          to transact business.

(n)    
          Zoning. Except as expressly provided in this Agreement,
          from the Effective Date until Closing, Seller shall not, and shall cause
          Property Owner and PXR not to, initiate any zoning reclassifications or variance
          order with respect to the Property, impose or incur any restrictive covenant or
          execute a subdivision plat or otherwise voluntarily affect the zoning and
          permitted uses of the Property.

(o)    
          Walkway Easement. At or prior to the Closing, Seller shall
          cause that certain walkway easement, in the form annexed hereto as Exhibit
          7.1(o) (the Walkway Easement), to be
          recorded against the Real Property, which will provide for a thirty (30)
          foot-wide pedestrian walkway easement traversing the waterfront portion of the
          Property (the Waterfront Walkway) for use by
          the general public which shall burden the Real Property, to be more particularly
          described in the Walkway Easement. Purchaser acknowledges that the Walkway
          Easement will be recorded against the Real Property and constitutes a Permitted
          Exception.

Section 7.2.......JMB
Construction Contract and JMB Cooling Tower Contract.If at Closing, all amounts
required to be paid to JMB under the JMB Construction Contract and JMB Cooling Tower
Contract have not been paid and Seller has not received final lien waivers from JMB with
respect to such contracts and any subcontracts entered into by JMB under the JMB
Construction Contract and JMB Cooling Tower Contract, Seller shall remain responsible for
obtaining such final lien waivers (but only to the extent that the statutory period for
the applicable contractor to file a lien has not expired) and for paying such remaining
amounts and Purchaser shall cooperate with Seller to accomplish the same.

Section 7.3.......Schwab
Lease. From and after the Effective Date through and after Closing, Seller
and Property Owner (prior to giving effect to the transfers at Closing) shall make all
commercially reasonably efforts to cooperate with respect to inquiries and information
requests relating to audit rights of amounts included in the Base Operating Year Expenses
provided in the Schwab Lease.

Section 7.4.......Excess Net
Profits; Fines. To the extent (i) the City audit of the Property shall conclude that
there are any excess net profits payable under the Financial Agreement with respect to the
operation of the Building and the Property for any period prior to Closing or
(ii) any fines are levied against Property Owner by reason of Sellers failure
to perform any of its obligations under the Financial Agreement or PECA for any period
prior to Closing, Seller shall be responsible for the payment in full of any such excess
net profits or fines, subject to (x) Sellers right to contest the conclusion of
any such audit or the imposition of any such fines, as the case may be, in the name of
Property Owner, provided that Property Owner has been apprised of such contest and
Purchaser, at Purchasers expense, shall have the right to participate in such
contest, and (y) Purchaser cooperating with Seller as may be reasonably necessary in
connection with such contest, and Sellers obligation to pay such excess net profits
or fines shall only be to the extent the conclusion of such audit or the imposition of
such fines, as the case may be, is final and non-appealable. From and after Closing,
without Sellers prior written consent, Purchaser shall not, and shall cause the
Property Owner not to, (a) amend or modify the Financial Agreement or PECA in any manner
that directly or indirectly does or could increase the excess net profits or fines which
Seller is responsible for hereunder, or (b) negotiate, settle, compromise, or consent or
agree to any change in, the Financial Agreement or PECA in any manner that directly or
indirectly does or could increase the excess net profits or fines which Seller is
responsible for hereunder.

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Section 7.5.......OCIP.
Purchaser shall pay to Seller any amounts actually received by Purchaser or Property Owner
from and after Closing under the OCIP, including any refunds or savings thereunder. Seller
shall be responsible for any payments which may be required to be made by Property Owner
under the OCIP after the Closing.

Section 7.6.......EQR Release.
Seller shall use commercially reasonable efforts to obtain a release of AFE from any
further obligations under that certain Easement Agreement dated March 21, 2001 by and
among AFE, Cali Harborside (Fee) Associates L.P. and EQR  Lincoln North Pier L.L.C.

# ARTICLE VIII......

# REPRESENTATIONS AND
WARRANTIES

Section
8.1.......Harsimus Representations and Warranties. Harsimus represents and warrants to
Purchaser thefollowing:

(a)    
          Status. Harsimus is a limited liability company, duly
          organized and validly existing and in good standing under the laws of the State
          of New Jersey.

(b)    
          Authority. The execution and delivery of this Agreement and
          all other documents now or hereafter to be executed and delivered by Harsimus
          pursuant to this Agreement (collectively, the Harsimus
          Documents) and the performance of Harsimus
          obligations hereunder and under the Harsimus Documents have been duly authorized
          by all necessary action on the part of Harsimus, and this Agreement constitutes,
          and the Harsimus Documents will constitute, the legal, valid and binding
          obligation of Harsimus, enforceable in accordance with their terms, subject to
          bankruptcy, reorganization and other similar laws affecting the enforcement of
          creditors rights generally and except as may be limited by general
          equitable principles. The person signing this Agreement on behalf of Harsimus
          has been duly authorized to sign and deliver this Agreement on behalf thereof.

(c)    
          Non-Contravention. The execution and delivery of this
          Agreement and the Harsimus Documents by Harsimus and the consummation by
          Harsimus of the transactions contemplated hereby will not (i) violate any
          judgment, order, injunction, decree, regulation or ruling of any court or
          Authority having jurisdiction over Harsimus, (ii) conflict with, result in
          a breach of, or constitute a default under the organizational documents of
          Harsimus, (iii) violate any note or other evidence of indebtedness, any
          mortgage, deed of trust or indenture to which Harsimus is a party or by which it
          is bound, or (iv) provided the Approvals are obtained, violate any lease or
          other material agreementor instrument to which Harsimus is a party or by
          which it is bound.

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(d)    
          Consents. Other than the receipt of the Approvals, no
          consent, waiver, approval or authorization is required from any person or entity
          (that has not already been obtained) in connection with the execution and
          delivery of this Agreement and the Harsimus Documents by Harsimus or the
          performance by Harsimus of the transactions contemplated hereby.

(e)    
          Suits and Proceedings. Except as listed on
          Schedule 8.1(e), there are no legal actions,
          suits or similar proceedings pending and served, or, to Harsimuss
          Knowledge, threatened in writing against Harsimus, which (i) are not
          adequately covered by existing insurance and (ii) if adversely determined,
          would materially and adversely affect the value of the Harsimus Interest or
          Harsimus ability to consummate the transactions contemplated hereby.

(f)    
          Bankruptcy. Harsimus has not (A) commenced a voluntary
          case, or had entered against it a petition, for relief under any federal
          bankruptcy act or any similar petition, order or decree under any federal or
          state law or statute relative to bankruptcy, insolvency or other relief for
          debtors, (B) caused, suffered or consented to the appointment of a
          receiver, trustee, administrator, conservator, liquidator or similar official in
          any federal, state or foreign judicial or non-judicial proceeding, to hold,
          administer and/or liquidate all or substantially all of its assets, or
          (C) made an assignment for the benefit of creditors.

(g)    
          Non-Foreign Entity. Harsimus is not a foreign
          person (within the meaning of Section 1445(f)(3) of the Code).

(h)    
          Harsimus Interest. Harsimus has good title to the
          Harsimus Interest and has not transferred, assigned, sold, conveyed, pledged,
          mortgaged, granted a security interest in, or otherwise disposed of the Harsimus
          Interest or any portion thereof or interest therein or granted any option to any
          person or entity to acquire such interest.The Harsimus Interest is free
          and clear of all liens, encumbrances, liabilities, claims, exceptions, covenants
          and restrictions of any kind or character, including but not limited to, any
          security interests or, any restriction on sale or assignment or granting of any
          option, right or agreement for the purchase or acquisition of the same or any
          interest in the same.

The provisions of this Section
8.1 are subject to the limitations on liability with respect to the representations,
warranties and covenants of Harsimus set forth in Section 8.5 of this Agreement.

Section 8.2.......Columbia
Representations and Warranties. Columbia represents and warrants to
Purchaser the following:

(a)    
          Status. Columbia is a limited liability company, duly
          organized and validly existing and in good standing under the laws of the State
          of New Jersey.

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(b)    
          Authority. The execution and delivery of this Agreement and
          all other documents now or hereafter to be executed and delivered by Columbia
          pursuant to this Agreement (collectively, the Columbia
          Documents) and the performance of Columbias
          obligations hereunder and under the Columbia Documents have been duly authorized
          by all necessary action on the part of Columbia, and this Agreement constitutes,
          and the Columbia Documents will constitute, the legal, valid and binding
          obligation of Columbia, enforceable in accordance with their terms, subject to
          bankruptcy, reorganization and other similar laws affecting the enforcement of
          creditors rights generally and except as may be limited by general
          equitable principles. The person signing this Agreement on behalf of Columbia
          has been duly authorized to sign and deliver this Agreement on behalf thereof.

(c)    
          Non-Contravention. The execution and delivery of this
          Agreement and the Columbia Documents by Columbia and the consummation by
          Columbia of the transactions contemplated hereby will not (i) violate any
          judgment, order, injunction, decree, regulation or ruling of any court or
          Authority having jurisdiction over Columbia, (ii) conflict with, result in
          a breach of, or constitute a default under the organizational documents of
          Columbia, (iii) violate any note or other evidence of indebtedness, any
          mortgage, deed of trust or indenture to which Columbia is a party or by which it
          is bound, or (iv) provided the Approvals are obtained, violate any lease or
          other material agreementor instrument to which Columbia is a party or by
          which it is bound.

(d)    
          Consents. Subject to receipt of the Approvals, no consent,
          waiver, approval or authorization is required from any person or entity (that
          has not already been obtained) in connection with the execution and delivery of
          this Agreement and the Columbia Documents by Columbia or the performance by
          Columbia of the transactions contemplated hereby

(e)    
          Suits and Proceedings. Except as listed on
          Schedule 8.2(e), there are no legal actions,
          suits or similar proceedings pending and served, or, to Columbias
          Knowledge, threatened in writing against Columbia, which (i) are not
          adequately covered by existing insurance and (ii) if adversely determined,
          would materially and adversely affect the value of the Columbia Interest or
          Columbia ability to consummate the transactions contemplated hereby.

(f)    
          Bankruptcy. Columbia has not (A) commenced a voluntary
          case, or had entered against it a petition, for relief under any federal
          bankruptcy act or any similar petition, order or decree under any federal or
          state law or statute relative to bankruptcy, insolvency or other relief for
          debtors, (B) caused, suffered or consented to the appointment of a
          receiver, trustee, administrator, conservator, liquidator or similar official in
          any federal, state or foreign judicial or non-judicial proceeding, to hold,
          administer and/or liquidate all or substantially all of its assets, or
          (C) made an assignment for the benefit of creditors.

(g)    
          Non-Foreign Entity. Columbia is not a foreign
          person (within the meaning of Section 1445(f)(3) of the Code).

(h)    
          Columbia Interest. Columbia has good title to the Columbia
          Interest and has not transferred, assigned, sold, conveyed, pledged, mortgaged,
          granted a security interest in, or otherwise disposed of the Columbia Interest
          or any portion thereof or interest therein or granted any option to any person
          or entity to acquire such interest.The Columbia Interest is free and
          clear of all liens, encumbrances, liabilities, claims, exceptions, covenants and
          restrictions of any kind or character, including but not limited to, any
          security interests or, any restriction on sale or assignment or granting of any
          option, right or agreement for the purchase or acquisition of the same or any
          interest in the same.

The provisions of this Section
8.2 are subject to the limitations on liability with respect to the representations,
warranties and covenants of Columbia set forth in Section 8.5 of this Agreement.

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Section 8.3.......Sellers
Representations and Warranties. Seller represents and warrants to Purchaser
the following:

(a)    
          Non-Contravention. The consummation of the transactions
          contemplated hereby will not, provided the Approvals are obtained, violate any
          judgment, order, injunction, decree, regulation or ruling of any court or
          Authority having jurisdiction over the Property, the Sellers LLC
          Interests, the Seller, the Property Owner or PXR.

(b)    
          Suits and Proceedings/Insurance.

(i)    
          Except as listed in Schedule 8.3(b)(i), there
          are no legal actions, suits, arbitrations, administrative proceedings or similar
          proceedings pending and served, or, to Sellers Knowledge, threatened in
          writing against Property Owner, PXR or the Property which (i) are not
          adequately covered by existing insurance and (ii) if adversely determined,
          would materially and adversely affect the value of the Property (or the
          continued operations thereof), any rights to develop the Property or the PILOT,
          or Sellers ability to consummate the transactions contemplated hereby.

(ii)    
          Attached hereto as Schedule 8.3(b)(ii)(the
          Schedule of Insurance by Property Owner) is a
          correct and complete list, in all material respects, of the types and amounts of
          insurance coverage maintained by the Property Owner and in force with respect to
          the Property, Ground Lease or Sublease.Property Owner has not received
          any notice in writing from the companies issuing such insurance which threatens
          to withdraw such coverage or requiring that any work be performed to preserve
          such coverage. All premiums on existing insurance policies which are due and
          payable prior to the Closing Date shall be paid.

(c)    
          Leases/Tenants.

(i)    
          As of the Effective Date, the only tenant (excluding subtenants) at the Building
          is Schwab. Schedule 8.3(c)(i)-1 annexed hereto is a true
          and complete schedule identifying the Schwab Lease and all material guarantees,
          amendments and modifications thereto. Schedule
          8.3(c)(i)-2 annexed hereto is a true and complete schedule
          identifying the Sublease and all material amendments and modifications thereto,
          other than the Amendment to Sublease, which is not reflected on said schedule.
          Schedule 8.3(c)(i)-3 annexed hereto is a true and
          complete schedule identifying the Ground Lease and all amendments and
          modifications thereto, other than the Amendment to Ground Lease, which is not
          reflected on said schedule. The Documents made available to Purchaser pursuant
          to Section 5.2 hereof include true and correct copies of (i) the
          Schwab Lease (as described on Schedule8.3(c)(i)-1), (ii)
          the Sublease (as described on Schedule 8.3(c)(i)-2),
          and (iii) the Ground Lease (as described on Schedule
          8.3(c)(i)-3).

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(ii)    
          Except as set forth on Schedule 8.3(c)(ii), no
          written claim of material default (which remains uncured) under the Schwab Lease
          has been given or received by any party thereto prior to the date hereof and
          Seller has not received written notice from Schwab claiming any rights of
          set-off or counterclaim under the Schwab Lease.

(iii)    
          To Sellers Knowledge, Schedule 8.3(c)(iii) is
          a true and correct list, in all material respects, of subleases under the Schwab
          Lease at the Building (collectively, the Schwab
          Subleases). To Sellers Knowledge, the Documents made
          available to Purchaser pursuant to Section 5.2 hereof include copies
          of all the Schwab Subleases in Sellers, AFEs, PXURAs,
          PXLAs and PXRs possession.

(d)    
          Contracts. Schedule 8.3(d)(1)
          is a true and correct list of all material written contracts and agreements
          (collectively, Contracts), other than the
          Ground Lease, Sublease and the Schwab Lease, which will be binding upon
          Purchaser (whether directly or indirectly) and/or the Property after the
          Closing. The Documents made available to Purchaser pursuant to
          Section 5.2 hereof include copies of all of the Contracts. Except as
          set forth on Schedule 8.3(d)(2), no written claim of a
          material default (which remains uncured) or rights of set-off or counterclaim
          under the Contracts has been given or received by any party prior to the date
          hereof. Schedule 8.3(d)(3) sets forth the amount, if any,
          remaining to be paid under the JMB Contract and the JMB Cooling Tower Contract.
          Schedule 8.3(d)(4) is a true and correct list of all
          Warranties delivered to Seller under the JMB Contract and the JMB Cooling Tower
          Contract, excluding the warranties set forth in such contracts. To Sellers
          knowledge, each of the Warranties set forth on Schedule
          8.3(d)(4) is in full force and effect and, except as set forth on
          Schedule 8.3(d)(5), there are no rights of set-off or
          counterclaim under any of such Warranties.

(e)    
          Legal Compliance. Neither Seller nor Property Owner has
          received any written notices or citations of any violations of any applicable
          local, state or federal law, municipal ordinance or regulation, order, rule or
          requirement of any Federal, State or municipal department or agency having
          jurisdiction over or affecting the Property or the construction, management,
          ownership, maintenance, operation, use, improvement, acquisition or sale thereof
          (including, without limitation, building, health and environmental laws,
          regulations and ordinances) which would have a material adverse effect on a
          Property as currently owned, occupied and operated. Neither Seller nor Property
          Owner has received any written notification from any governmental or public
          authority that the Property is in violation of any applicable fire, health,
          building, use, occupancy or zoning laws where such violation remains outstanding
          and, if unaddressed, would have a material adverse effect on the use of the
          Property as currently owned, occupied and operated.

(f)    
          Environmental. Except as may be disclosed in any of the
          environmental reports described on Schedule 8.3(f)
          (collectively, the Environmental Reports), copies of
          which have been provided to Purchaser, (i) neither Seller nor Property Owner has
          received any written notice of any violation of any Environmental Law with
          respect to the Property, and (ii) neither Seller nor Property Owner has
          asserted in writing that Schwab has caused any violation of any Environmental
          Law with respect to the Property. Seller has caused the Updated Deed Notice and
          the termination of the Existing Deed Notice, in accordance with N.J.S.A.
          58:10B-13, to be submitted for recording in the title records of the Real
          Property in the official land records of the City or the County Recorders
          Office of Hudson County, New Jersey.

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(g)    
          Bankruptcy. Neither Seller nor Property Owner has
          (A) commenced a voluntary case, or had entered against it a petition, for
          relief under any federal bankruptcy act or any similar petition, order or decree
          under any federal or state law or statute relative to bankruptcy, insolvency or
          other relief for debtors, (B) caused, suffered or consented to the
          appointment of a receiver, trustee, administrator, conservator, liquidator or
          similar official in any federal, state or foreign judicial or non-judicial
          proceeding, to hold, administer and/or liquidate all or substantially all of its
          assets, or (C) made an assignment for the benefit of creditors.

(h)    
          Financial Matters. Attached hereto as Exhibit
          8.3(h) are true, correct and complete copies, in all
          material respects, of the Financial Statements. The Financial Statements present
          fairly in all material respects the financial position of AFE (together with its
          consolidated subsidiaries) as of the date thereof in accordance with GAAP. As of
          the date of the Financial Statements, there were no material liabilities,
          whether accrued, contingent, absolute, determined, determinable or otherwise, of
          AFE (together with its consolidated subsidiaries, including, without limitation,
          PXURA, PXLA and PXR) required pursuant to GAAP to be reflected in the Financial
          Statements or disclosed in the notes thereto which were not so reflected or
          disclosed. Since the date of the Financial Statements, no material liabilities
          have been incurred by AFE (together with its consolidated subsidiaries,
          including, without limitation, PXURA, PXLA and PXR) which would be required to
          be reflected in a balance sheet of AFE (together with its consolidated
          subsidiaries, including, without limitation, PXURA, PXLA and PXR) prepared in
          accordance with GAAP, other than liabilities incurred in the ordinary course of
          AFEs (together with its consolidated subsidiaries, including,
          without limitation, PXURA, PXLA and PXR) business consistent with past practice
          or as disclosed in the schedules and liabilities.

(i)    
          Licenses and Permits. Schedule
          8.3(i) contains a complete and correct list of all
          material Licenses and Permits issued by all applicable governmental authorities
          to the Property Owner with respect to the ownership, management and operation of
          the Property.The Documents made available to Purchaser pursuant to
          Section 5.2hereof include copies of each License and Permit
          existing on the date hereof.Neither Property Owner nor PXR has not
          received written notice that any License and Permit has been or is threatened to
          be revoked.The consummation of the transactions contemplated hereby
          shall not cause any License and Permit to be terminated or revoked. Seller has
          no knowledge of any continuing obligations which will be binding upon the
          Property Owner under the Redevelopment Agreement other than such obligations
          which are contained in the original Redevelopment Agreement and the Amendments
          dated January 7, 1986, April 30, 1991, August 11, 1993, January 28, 1997,
          June 10, 1997 and December 19, 2001.

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(j)    
          Taxes. None of PXLA, PXR, PXURA or AFE has filed an
          election under Treasury Regulation Section 301.7701-3 to be classified
          other than as provided in Treasury Regulation Section 301.7701-3(b).

(k)    
          Leasing Commission Agreements. The Leasing Commission
          Agreements constitute all of the leasing agreements to which Property Owner is a
          party and which affect the Property. The Documents made available to Purchaser
          pursuant to Section 5.2 hereof include copies of all Leasing
          Commission Agreements listed on Schedule 8.3(k).

(l)    
          Mortgage Liens. As of the date hereof, there is no
          outstanding mortgage lien affecting the Property. Property Owner has not made
          any assignment, pledge or mortgage of, or granted any security interest in, any
          portion of the Property.

(m)    
          Encumbrances. None of AFE, PXR, PXURA and PXLA has entered
          into any written contracts for the sale of the Property, Ground Lease, Sublease,
          PXLAs interest in the Schwab Lease or Sellers LLC Interests which
          remain binding on any of AFE, PXR, PXURA and PXLA and, other than provided in
          the Schwab Lease, none of Columbia, Harsimus, AFE, PXR, PXURA and PXLA has
          granted, directly or indirectly, any currently effective options to purchase the
          Property, Ground Lease, Sublease or PXLAs interest in the Schwab Lease.
          Other than as set forth in the Schwab Lease, no person, firm or entity has any
          rights to acquire an ownership interest in the Property including, without
          limitation, any rights of first refusal, rights of reverter or rights of first
          offer relating to the Property, Ground Lease, Sublease or PXLAs interest
          in the Schwab Lease. Other than in favor of Seller, there are no options to
          purchase or rights to acquire an ownership interest, including, without
          limitation, rights of first refusal, rights of reverter or rights of first
          offer, with respect to the Sellers LLC interests.

(n)    
          Condemnation. In the past two years, none of Seller,
          Property Owner or PXR has received written notice of any pending or contemplated
          condemnation or eminent domain proceedings affecting the Property, and to
          Sellers Knowledge, there is no: (i) pending or contemplated annexation or
          condemnation proceeding affecting, or which may affect, all or any portion of
          the Property; or (ii) proposed change in road patterns or grades which may
          adversely affect access to any roads providing a means of ingress to or egress
          from the property.

(o)    
          Employees. None of AFE, PXR, PXURA and PXLA has or has ever
          had any employees. None of AFE, PXR, PXURA and PXLA is a participant in any
          pension or employee benefit plans subject to the provisions of the Employee
          Retirement Security Act of 1974, as amended. None of AFE, PXR, PXURA and PXLA
          has officers or directors. Each of AFE, PXR, PXURA and PXLA is member-managed.

(p)    
          Development Rights. None of AFE, PXR, PXURA and PXLA has
          sold, leased, or otherwise encumbered any development rights and/or air rights
          related to the Property, it being understood, however, that except as set forth
          in the Plaza X Bifurcated Development Permit, as of the Closing Date there will
          be no remaining development attributable to the Property and all development
          rights under the Development Permit will be transferred on or prior to the
          Closing Date to the Excluded Real Property in connection with the transfer of
          the Excluded Real Property to 8/9 Transferee.

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(q)    
          PILOT Matters. Seller has delivered to Purchaser a true,
          accurate and complete copy of the Financial Agreement, Contribution Agreement
          and the Tax Exemption Application. To Sellers knowledge, the Financial
          Agreement is in full force and effect. PXURA has made all payments required to
          be paid to date under the Financial Agreement and filed all reports in
          connection therewith required to be filed to date. Neither Seller nor Property
          Owner has received any written notice that it has failed to pay or perform any
          obligation on its part to be paid or performed under the Financial Agreement
          (which remains uncured) or that it is in default (which remains uncured) under
          the Financial Agreement. To the best of Sellers knowledge, all
          representations and warranties of PXURA in the Tax Exemption Application are
          true, complete and correct in all material respects. AFE has paid all amounts
          required to be paid to date under the Contribution Agreement and the City has
          not notified AFE in writing of any default with regard to the Contribution
          Agreement or prepayment provision of the Financial Agreement. As of the date
          hereof, there is no litigation or proceedings pending or, to Sellers
          knowledge, threatened in writing with respect to the Financial Agreement, the
          Contribution Agreement or the Tax Exemption Application to which Property Owner
          or any Seller Entity is a party.

(r)    
          Property Owner. The statements contained in the third,
          fourth, fifth and sixth Recitals to this Agreement are incorporated in this
          Section 8.3(r) as representations and warranties of Seller. AFE owns
          its interests in PXR free and clear of all liens, encumbrances, liabilities,
          claims, covenants and restrictions of any kind or character, including but not
          limited to, any security interests or, any restriction on sale or assignment or
          granting of any option, right or agreement for the purchase or acquisition of
          the same or any interest in the same and AFE has not transferred, assigned,
          sold, conveyed, pledged, mortgaged, granted a security interest in, or otherwise
          disposed of any of such interests or any portion thereof or interest therein or
          granted any option to any person or entity to acquire any of such interests. PXR
          owns its interests in PXURA and PXLA free and clear of all liens, encumbrances,
          liabilities, claims, covenants and restrictions of any kind or character,
          including but not limited to, any security interests or, any restriction on sale
          or assignment or granting of any option, right or agreement for the purchase or
          acquisition of the same or any interest in the same, and PXR has not
          transferred, assigned, sold, conveyed, pledged, mortgaged, granted a security
          interest in, or otherwise disposed of any of such interest or any portion
          thereof or interest therein or granted any option to any person or entity to
          acquire any of such interest. Each of AFE, PXR, PXURA and PXLA is validly
          existing and in good standing under the laws of the State of New Jersey.

The provisions of this Section
8.3 are subject to the limitations on liability set forth in Section 8.5
of this Agreement.

Section
8.4.......Purchasers Representations and Warranties. Purchaser
represents and warrants to Seller the following:

(a)    
          Status. Purchaser is a duly organized and validly existing
          limited liability company under the laws of the State of Delaware.

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(b)    
          Authority. The execution and delivery of this Agreement and
          all other documents now or hereafter to be executed and delivered by Purchaser
          pursuant to this Agreement (collectively, the Purchaser
          Documents) and the performance of Purchasers
          obligations hereunder and under the Purchaser Documents have been or will be
          duly authorized by all necessary action on the part of Purchaser, and this
          Agreement constitutes, and the Purchaser Documents will constitute, the legal,
          valid and binding obligation of Purchaser, enforceable in accordance with their
          terms, subject to bankruptcy, reorganization and other similar laws affecting
          the enforcement of creditors rights generally and except as may be limited
          by general equitable principles. The person signing this Agreement on behalf of
          Purchaser has been duly authorized to sign and deliver this Agreement on behalf
          thereof.

(c)    
          Non-Contravention. The execution and delivery of this
          Agreement and the Purchaser Documents by Purchaser and the consummation by
          Purchaser of the transactions contemplated hereby will not (i) violate any
          judgment, order, injunction, decree, regulation or ruling of any court or
          Authority having jurisdiction over Purchaser, (ii) conflict with, result in a
          breach of, or constitute a default under the organizational documents of
          Purchaser, (iii) violate any note or other evidence of indebtedness, any
          mortgage, deed of trust or indenture to which Purchaser is a party or by which
          it is bound, or (iv) violate any material agreementor instrument to
          which Purchaser is a party or by which it is bound.

(d)    
          Consents. No consent, waiver, approval or authorization is
          required from any person or entity (that has not already been obtained) in
          connection with the execution and delivery of this Agreement by Purchaser or the
          performance by Purchaser of the transactions contemplated hereby.

Section 8.5.......Survival of
Representations and Warranties. The representations and warranties of
Harsimus set forth in Section 8.1, of Columbia set forth in Section 8.2, of
Seller set forth in Section 8.3(a) and 8.3(r) and of Purchaser set
forth in Section 8.4, shall survive the Closing indefinitely and shall not be
subject to the Representation Basket (as hereinafter defined) and the Representation Cap
(as hereinafter defined) set forth below. The representations and warranties of Seller set
forth in Sections 8.3(b) through 8.3(q) will survive the Closing for a
period of twelve (12) months, after which time they will merge into the LLC Assignment and
Assumption. Purchaser will not have any right to bring any action against Harsimus,
Columbia, or Seller as a result of any untruth, inaccuracy or breach of any
representations and warranties of Harsimus, Columbia, or Seller, as the case may be,
unless and until the aggregate amount of all liability and losses arising out of all such
untruths exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00) (the
Representation Basket); and then only to the extent of
such excess. In addition, in no event will Sellers liability for all such breaches
exceed, in the aggregate, the sum of Ten Million 00/100 Dollars ($10,000,000.00) (the
Representation Cap). Notwithstanding anything contained
herein to the contrary, Harsimus shall be solely liable for a breach of the
representations and warranties set forth in Section 8.1, Columbia shall be solely
liable for a breach of the representations and warranties set forth in Section 8.2,
and Seller shall be solely liable for a breach of its representations and warranties set
forth in Section 8.3. None of Harsimus, Columbia or Seller shall have any
liability with respect any representation, warranty and covenant herein which may have
been made by any of them, respectively, if, prior to the Closing, Purchaser has actual
knowledge of a breach of such representation, warranty or covenant by such party and
Purchaser nevertheless consummates the transaction contemplated by this Agreement. The
Closing Surviving Obligations will survive Closing without limitation unless a specified
period is otherwise provided in this Agreement. All other representations, warranties,
covenants and agreements made or undertaken by Harsimus, Columbia, or Seller under this
Agreement, unless otherwise specifically provided herein, will not survive the Closing
Date but will be merged into the LLC Assignment and Assumption and other Closing documents
delivered at the Closing.

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Section 8.6.......Updates and
Additional Representation/Warranty Matters.

(a)    
          At the Closing, each Seller Entity and Seller shall deliver to Purchaser a
          certificate (each, an Update Certificate)
          updating any or all of the representations and warranties made by each such
          party in this Agreement. The updates contained in the Update Certificate shall
          in no way affect Purchasers obligations to close this transaction unless
          (x) any update reveals a breach on the part of a Seller Entity or Seller under
          this Agreement, in which case Purchaser may pursue its remedies set forth in
          Section 13.1(a) and (b) of this Agreement, or (y) any update (or
          group of updates, in the aggregate) has a material adverse effect upon the
          Property or Sellers LLC Interests and does not reveal a breach on the part
          of any of Seller or Seller Entity, in which case Purchaser may either (i) close
          this transaction without any adjustment in the Purchase Price, or (ii) terminate
          this Agreement upon written notice to Seller, whereupon the Earnest Money
          Deposit shall be returned to Purchaser and neither party hereto shall have any
          further rights under this Agreement other than with respect to the Termination
          Surviving Obligations. Purchaser shall have no ability to update its
          representations and warranties set forth in Section 8.4 at Closing, it
          being agreed that any modification to Purchasers representations and
          warranties set forth in this Agreement shall have a material adverse effect upon
          Purchasers ability and/or authority to consummate this transaction.

(b)    
          Notwithstanding anything in this Agreement to the contrary, including, without
          limitation, the provisions of Sections 8.1(c) and (d), Sections
          8.2(c) and (d), Section 8.3(a), Section 9.1(j) and
          Section9.2(g), Purchaser hereby acknowledges that Harsimus, Columbia and
          Seller have not made, and are not making, either individually or collectively,
          any representations or warranties whatsoever in this Agreement as to whether or
          not the approval and consent of the Municipal Council of the City is required in
          connection with the consummation of the transactions contemplated by this
          Agreement.

# ARTICLE IX........

# CONDITIONS PRECEDENT
TO CLOSING

Section 9.1.......Conditions
Precedent to Obligation of Purchaser. The obligation of Purchaser to
consummate the transaction hereunder shall be subject to the fulfillment on or before the
Scheduled Closing Date of all of the following conditions, any or all of which may be
waived by Purchaser in its sole discretion:

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(a)    
          Seller shall have delivered to Escrow Agent all of the items required to be
          delivered to Purchaser pursuant to the terms of this Agreement, including but
          not limited to, those provided for in Section 10.3.

(b)    
          Subject to the provisions of Section 8.6(a), all of the representations
          and warranties of each Seller Entity and Seller contained in this Agreement
          shall be true and correct in all material respects as of the Closing Date.

(c)    
          Seller shall have performed and observed, in all material respects, all
          covenants and agreements of this Agreement to be performed and observed by
          Seller as of the Closing Date.

(d)    
          Schwab shall not have commenced a voluntary case, or had entered against it a
          petition, for relief under any federal bankruptcy act or any similar petition,
          order or decree under any federal or state law or statute relative to
          bankruptcy, insolvency or other relief for debtors, during the period from the
          Effective Date to, and including, the Closing Date.

(e)    
          The Amended Financial Agreement shall be in full force and effect.

(f)    
          No temporary restraining order, preliminary or permanent injunction or other
          order or decree issued by any court of competent jurisdiction or other legal
          restraint or prohibition (collectively, Legal
          Restraints) that has the effect of preventing the consummation of
          the transaction contemplated hereby shall be in effect.

(g)    
          The CREA and the CRA shall have been recorded against the Real Property.

(h)    
          Title to the Real Property and Improvements shall be in the condition required
          pursuant to Article VI of this Agreement.

(i)    
          The Excluded Real Property shall have been, or simultaneously with the Closing
          shall be, conveyed to 8/9 Transferee.

(j)    
          The Approvals shall have been obtained.

(k)    
          The Permit Condition shall have been satisfied.

(l)    
          The Retained Entity shall have contributed the Retained Interest to Purchaser
          pursuant to the Retained Interest Assignments, and if required, Harsimus shall
          have consented thereto.

(m)    
          Purchaser shall have received an estoppel certificate executed by Schwab
          certifying as to the items specified in the first sentence of Section
          9.02 of the Schwab Lease (the Threshold Estoppel
          Certificate). Notwithstanding the foregoing, Seller agrees
          to request an estoppel certificate from Schwab certifying as to the items
          specified in the first sentence of Section 9.02 of the Schwab Lease and
          such other items concerning the Schwab Lease as Purchaser may reasonably request
          (Purchasers Proposed Estoppel
          Certificate), but it shall only be a condition to Closing
          that the Threshold Estoppel Certificate be delivered on the Closing Date.
          Promptly following the parties agreement as to the form of the
          Purchasers Proposed Estoppel Certificate, Seller will request that Schwab
          execute Purchasers Proposed Estoppel Certificate and will otherwise
          reasonably cooperate with Purchaser to facilitate Schwabs execution of
          Purchasers Proposed Estoppel Certificate including, without limitation,
          making introductions and arranging meetings between Purchaser and Schwab, to the
          extent reasonably requested by Purchaser (it being understood however, that in
          connection with such cooperation Seller shall not be obligated to expend more
          than a de minimis amount, nor shall Seller be obligated to commence any
          litigation, arbitration or other proceeding). Seller shall not be in default of
          its obligations hereunder if Tenant fails to deliver the Threshold Estoppel
          Certificate, it being agreed that such failure shall merely constitute the
          failure of a condition precedent to Purchasers obligation to close this
          transaction. Anything to the contrary contained herein notwithstanding,
          Purchaser obtaining the Threshold Estoppel Certificate shall only be a condition
          precedent to Purchasers obligations hereunder if the Existing Escrow
          Schwab Amendment does not become effective on the Closing Date pursuant to the
          terms of the escrow agreement between Schwab and Purchaser.

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(n)    
          The Amended Leases shall have been, or simultaneously with the Closing shall be,
          recorded against the Real Property.

(o)    
          The receipt from the Planning Board of the City (the Planning
          Board) of a modification of the resolution previously passed by the
          Planning Board which authorized the subdivision of Plazas, 8, 9 and 10, which
          modification expressly approves the deviations or grants a variance from the
          yard set-back requirements for the West and South sides of the Building.

Section 9.2.......Conditions
Precedent to Obligations of Seller.The obligation of Seller to
consummate the transaction hereunder shall be subject to the fulfillment on or before the
Scheduled Closing Date of all of the following conditions, any or all of which may be
waived by Seller in it sole discretion:

(a)    
          Seller shall have received the Purchase Price as adjusted pursuant to, and
          payable in the manner provided in, this Agreement (including, without
          limitation, a credit against the Purchase Price in the amount of the Earnest
          Money Deposit).

(b)    
          Purchaser shall have delivered to Escrow Agent (to the extent directed by Seller
          to do so) and/or Seller, as the case may be, all of the items required to be
          delivered to Seller pursuant to the terms of this Agreement, including but not
          limited to, those provided for in Section 10.2.

(c)    
          All of the representations and warranties of Purchaser contained in this
          Agreement shall be true and correct in all material respects as of the date of
          Closing.

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(d)    
          Purchaser shall have performed and observed, in all material respects, all
          covenants and agreements of this Agreement to be performed and observed by
          Purchaser as of the Closing Date.

(e)    
          On the Closing Date, Purchaser shall cause PXLA (as reconstituted on the Closing
          Date with Purchaser as the indirect owner thereof) to execute and deliver the
          Property Management Agreement (as hereinafter defined).

(f)    
          The CREA and the CRA shall have been recorded against the Real Property.

(g)    
          The Approvals shall have been obtained.

(h)    
          No Legal Restraint that has the effect of preventing the consummation of the
          transaction contemplated hereby shall be in effect.

(i)    
          Intentionally Omitted.

(j)    
          The Retained Entity shall have contributed the Retained Interest to Purchaser
          pursuant to the Retained Interest Assignments, and if required, Harsimus shall
          have consented thereto.

(k)    
          MCRLP and Columbia shall have been released by Schwab from all liability under
          all guarantees related to the Schwab Lease and the Right of First Offer and
          Expansion Agreements shall have been released by Schwab, all such releases of
          guarantees and agreements being attached hereto as
          Exhibit 9.2(k) (collectively, the
          SchwabRelease Documents).

(l)    
          The payment to Harsimus of a termination payment of One Million Six Hundred
          Thousand and 00/100 Dollars ($1,600,000) (the Option Termination
          Payment) in consideration for the termination of Harsimus right
          to participate in the option granted under the Option Agreement.

Section 9.3.......Failure of
Condition. If, by the Scheduled Closing Date, any of the conditions set
forth in (i) Section 9.1 above are not performed or satisfied for any reason
whatsoever or, alternatively, are not expressly waived by Purchaser in writing, then,
except as expressly provided below, Purchasers sole remedy shall be to terminate
this Agreement, whereupon the Earnest Money Deposit shall be returned to Purchaser and
neither party hereto shall have any further rights under this Agreement other than with
respect to the Termination Surviving Obligations, and (ii) Section 9.2 above are
not performed or satisfied for any reason whatsoever or, alternatively, are not expressly
waived by Seller in writing, then, except as expressly provided below, Sellers sole
remedy shall be to terminate this Agreement, whereupon the Earnest Money Deposit shall be
returned to Purchaser and neither party hereto shall have any further rights under this
Agreement other than with respect to the Termination Surviving Obligations.
Notwithstanding the foregoing, (x) if any of the conditions set forth in Section
9.1 are not performed or satisfied by the Scheduled Closing Date by reason of a
default by Seller under the other provisions of this Agreement, then Purchaser shall be
entitled to the remedies set forth in Section 13.1(a) below, and (y) if any of the
conditions set forth in Section 9.2 are not performed or satisfied by the Scheduled
Closing Date by reason of a default by Purchaser under the other provisions of this
Agreement, then Seller shall be entitled to the remedies set forth in Section 13.2
below.

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# ARTICLE X.........

# CLOSING

Section
10.1......Closing. The consummation of the transaction contemplated
by this Agreement by delivery of documents and payments of money shall take place at 1:00
p.m. Eastern Time on the Scheduled Closing Date at the offices of Fried, Frank, Harris,
Shriver & Jacobson, located at One New York Plaza, New York, New York. Notwithstanding
anything in this Agreement to the contrary, including, without limitation, Sellers
right to adjourn the Scheduled Closing Date set forth in Section 6.3(a), the
Scheduled Closing Date shall be adjourned to no later than November 15, 2003 (the
Outside Closing Date). If the Closing does not occur by the
Outside Closing Date, this Agreement shall automatically terminate and shall be of no
further force and effect, whereupon (x) the Earnest Money Deposit shall be returned to
Purchaser, unless the failure of the Closing to occur by the Outside Closing Date is due
to a default by either party, in which event the provisions of Article XIII shall apply,
and (y) neither party hereto shall have any further rights under this Agreement other
than with respect to the Termination Surviving Obligations. At Closing, the events set
forth in this Article X will occur, it being understood that the performance or
tender of performance of all matters set forth in this Article X are mutually
concurrent conditions which may be waived by the party for whose benefit they are
intended. The acceptance of the LLC Assignment and Assumption by Purchaser shall be deemed
to be full performance and discharge of each and every agreement and obligation on the
part of Seller to be performed hereunder, other than the Closing Surviving Obligations.
The acceptance of the Purchase Price by Seller shall be deemed to be full performance and
discharge of each and every agreement and obligation on the part of the Purchaser to be
performed hereunder, other than the Closing Surviving Obligations. The parties agree to
provide all of the documents required under Sections 10.2and 10.3 to the
Escrow Agent, in escrow, at least one day prior to the Scheduled Closing Date.

Section
10.2......Purchasers Closing Obligations. On the Scheduled
Closing Date, Purchaser, at its sole cost and expense, will deliver (or cause to be
delivered) the following items to Seller at Closing as provided herein (unless the
delivery thereof shall have been waived in writing by Seller):

(a)    
          the Purchase Price, after all adjustments are made as herein provided
          (including, without limitation, a credit against the Purchase Price in the
          amount of the Earnest Money Deposit), by Federal Reserve wire transfer of
          immediately available funds, in accordance with the timing and other
          requirements of Section 3.2;

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(b)    
          documents evidencing the authority of Purchaser to consummate the transactions
          contemplated by this Agreement, including, without limitation, evidence that the
          person executing the LLC Assignment and Assumption on behalf of Purchaser has
          full right, power and authority to do so;

(c)    
          a counterpart original of the LLC Assignment and Assumption, duly executed by
          Purchaser; (d) written notice executed by Purchaser and addressed and delivered
          to Schwab by Purchaser in accordance with Section 10.6 herein,
          (i) acknowledging the sale of Sellers LLC Interest to Purchaser,
          (ii) indicating that rent should thereafter be paid in accordance with the
          instructions set forth therein, and (iii) providing a revised address for notice
          purposes under the Schwab Lease (the Tenant Notice
          Letter), in the form annexed hereto as Exhibit
          10.2(d);

(e)    
          a counterpart original of the Closing Statement, duly executed by Purchaser;

(f)    
          a property management agreement in the form annexed hereto as
          Exhibit 10.2(f) (the Property Management
          Agreement), executed by PXLA (as reconstituted on the
          Closing Date with Purchaser as the indirect owner thereof), pursuant to which
          Mack-Cali Realty, L.P. (MCRLP) or its designee
          will be retained as the management agent for the Property from and after the
          Closing;

(g)    
          a certificate, dated as of the date of Closing, stating (i) that the
          representations and warranties of Purchaser contained in Section 8.4
          are true and correct in all material respects as of the Closing Date;

(h)    
          if applicable, all transfer and other tax declarations and returns and
          information returns as may be required by law in connection with the conveyance
          of Sellers LLC Interest to Purchaser, including, but not limited to, IRS
          Forms (collectively, Transfer Tax Forms), duly
          executed and sworn to by Purchaser;

(i)    
          evidence of the authorization of the transactions contemplated hereby, including
          a Secretarys Certificate certifying to the formation and good standing (or
          equivalent thereof) of Purchaser and proof of any required partner or member
          consents or approvals, together with such evidence as the Title Company may
          reasonably require as to the authority of the persons executing documents on
          behalf of Purchaser;

(j)    
          a counterpart original of the Retained Interest Assignment to Purchaser, duly
          executed by Purchaser;

(k)    
          Fully-executed counterpart originals of the Schwab Release Documents;

(a)

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(l)    
          a guaranty duly executed by Post-Transfer AFE in the form annexed hereto as
          Exhibit 10.2(l), pursuant to which Post-Transfer AFE shall
          guaranty the Closing Surviving Obligations of Purchaser (the AFE
          Guaranty);

(m)    
          an Amended and Restated Limited Liability Company Agreement of Post-Transfer AFE
          dated as of the Closing Date which agreement has been duly executed by Purchaser
          (the Reconstituted AFE Agreement);

(n)    
          an agreement, duly executed by Purchaser (the Option
          Agreement), pursuant to which the Retained Entity shall be
          granted the right to purchase Purchasers equity interests in Post Transfer
          AFE upon the terms and conditions mutually satisfactory to the parties thereto
          and more particularly set forth therein;

(o)    
          an amended and restated limited liability company agreement for Purchaser, duly
          executed by the iStar Harborside Member LLC or its affiliate, upon terms and
          conditions mutually satisfactory to the parties thereto (the
          Purchaser LLC Agreement);

(p)    
          a guaranty duly executed by iStar in the form annexed hereto as
          Exhibit 10.2(p) pursuant to which iStar shall guaranty
          Purchasers obligations under Article XX.

(q)    
          the Option Termination Payment shall be paid to Harsimus; and

(r)    
          such other documents as may be reasonably necessary or appropriate to effect the
          consummation of the transaction which is the subject of this Agreement.

Section 10.3......Sellers
Closing Obligations. On the Scheduled Closing Date, Seller (and/or each of
the Seller Entities, as the case may be) will deliver (or cause Property Owner to deliver)
to Purchaser the following documents (unless the delivery thereof shall have been waived
in writing by Purchaser):

(a)    
          an assignment and assumption of Sellers LLC Interest in the form annexed
          hereto as Exhibit 10.3(a) (the LLC Assignment
          and Assumption), free and clear of liens and encumbrances,
          duly executed by each of the Seller Entities, conveying to Purchaser all of
          Sellers LLC Interest;

(b)    
          the Tenant Notice Letter, duly executed by PXLA;

(c)    
          (i) evidence of the authorization of the transactions contemplated hereby
          (including without limitation, the transfer of the Sellers LLC Interests,
          transfer of the Excluded Real Property to 8/9 Transferee, the Option
          Agreement and Purchaser LLC Agreement), including without
          limitation, Secretarys or Members Certificates certifying
          to the formation and good standing (or equivalent thereof) of each of the Seller
          Entities, AFE, PXR, PXURA and PXLA (and Columbias affiliates with respect
          to the Retained Interest Assignments, the Option Agreement and Purchaser LLC
          Agreement), certifying and annexing all charter documents of all parties
          controlling such entities and any and all partner, member or board consents
          or approvals required by such charter documents, together with such other
          evidence as the Title Company or Purchaser may reasonably require as to the due
          authority of the persons executing documents on

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(d)    
          behalf of the applicable entities to execute such documents; and (ii) evidence
          of the authorization of the transactions contemplated hereby (including without
          limitation, the transfer of the Sellers LLC Interests, transfer of the
          Excluded Real Property to 8/9 Transferee and the Option
          Agreement), including, without limitation, Secretarys or
          Members certificates certifying to the formation and good standing
          (or equivalent thereof) of MCRLP and 8/9 Transferee, certifying and annexing all
          charter documents of all parties controlling such entities and any and all
          partner, member or board consents or approvals required by such charter
          documents, together with such other evidence as the Purchaser may reasonably
          require as to the due authority of the persons executing documents on behalf of
          the applicable entities to execute such documents;

(e)    
          a certificate in the form annexed hereto as Exhibit 10.3(d)
          (Certificate as to Foreign Status) certifying
          that each of Seller and Retained Entity is not a foreign person as
          defined in Section 1445 of the Code;

(f)    
          the Personal Property and originals (or if not in Sellers possession,
          copies) of the: (v) Construction Agreements, (w) Financial Agreement and
          the Amended Financial Agreement (together with all exhibits thereto), (x) Schwab
          Lease, (y) Licenses and Permits, and (z) Leasing Commission Agreements, all of
          which Licenses and Permits, Leasing Commission Agreements and Personal Property
          may remain on site at the Property and need not be delivered to the location of
          the Closing;

(g)    
          if applicable, a counterpart original of the Transfer Tax Forms, duly executed
          and sworn to by Seller;

(h)    
          a counterpart original of the Closing Statement, duly executed by Seller;

(i)    
          copies of any operating files maintained by Property Owner or its property
          manager in connection with the development, leasing, maintenance, and/or
          management of the Property, including, without limitation, plans,
          specifications, operating agreements, bills, invoices, receipts, real estate tax
          records and information and other general records relating to the income and
          expenses of the Property;

(j)    
          a guaranty duly executed by 8/9 Transferee (the 8/9 Transferee
          Guaranty), in the form annexed hereto as Exhibit
          10.3(i), pursuant to which 8/9 Transferee shall (in addition to
          other matters provided in Section 7.1(b)(ii) hereof) guaranty the
          obligations and liabilities of Seller which are expressly set forth in (A)
          Section 8.5 of this Agreement, subject, however, in all respects, to the
          provisions of said Section 8.5 of this Agreement, (B) Article XV of
          this Agreement, subject, however, in all respects, to the provisions of said
          Article XV, (C) Article XIX of this Agreement, subject, however, in all
          respects, to the provisions of said Article XIX, and (D) the Closing Surviving
          Obligations (collectively, the 8/9 Guaranty
          Provisions);

(k)    
          a guaranty duly executed by MCRLP in the form annexed hereto as Exhibit
          10.3 (j), pursuant to which MCRLP shall guaranty Sellers
          obligations under Section 7.2 and Article XX;

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(l)    
          subject to the provisions of Section 8.6(a), a certificate, dated as of
          the date of Closing, stating that all of the representations and warranties of
          Seller contained in this Agreement are true and correct in all material respects
          as of the Closing Date;

(m)    
          evidence reasonably satisfactory to Purchaser that 8/9 Transferee is the owner
          of the Excluded Real Property on and as of the Closing;

(n)    
          Sellers, Property Owners or Retained Entitys title affidavit
          and if not in the title affidavit, Sellers, Property Owners or
          Retained Entitys affidavit required in connection with the Non-Imputation
          Endorsement, all as reasonably required by the Title Company and reasonably
          acceptable to each Seller Entity, Property Owner and Retained Entity, as the
          case may be;

(o)    
          Intentionally Omitted.

(p)    
          the keys to the Building;

(q)    
          a counterpart original of the Property Management Agreement, duly executed by
          MCRLP or its designee;

(r)    
          a counterpart original of the Option Agreement, duly executed by the Retained
          Entity;

(s)    
          a counterpart original of the Retained Interest Assignments duly executed by
          Columbia and the Retained Entity, as applicable, together with Harsimus
          consent thereto if required;

(t)    
          a counterpart original of the Purchaser LLC Agreement duly executed by the
          Retained Entity;

(u)    
          counterpart originals of the Schwab Release Documents executed by Seller or its
          affiliates to the extent required;

(v)    
          the Amended Leases shall have been, or simultaneously with the Closing shall be,
          recorded against the Real Property; and

(w)    
          such other documents as may be reasonably necessary or appropriate to effect the
          consummation of the transaction which is the subject of this Agreement.

(x)    
          At the Closing, Seller shall deliver to, and certify to, Purchaser a list of
          Additional Charges (as such term is defined in the Schwab Lease), under Article
          4 of the Schwab Lease (collectively, Operating
          Expenses) billed to Schwab for the calendar year in which
          the Closing occurs (both on a monthly basis and in the aggregate through the
          month prior to the month in which the Closing occurs if the Closing occurs on or
          after the fifteenth (15th) day of the month, and if the Closing
          occurs prior to the fifteenth (15th) day of the month, through the
          month that is two (2) months prior to the month in which the Closing occurs
          (i.e., if the Closing occurs on November 10, 2003, through September
          2003), the monthly amounts being billed for Operating Expenses and the amounts
          incurred by Seller on account of the components of Operating Expenses for such
          portion of such calendar year.

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Section
10.4......Prorations.

(a)    
          Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the
          Closing Date (the Proration Time), the
          following (collectively, the Proration Items):

(i)    
          Rentals, in accordance with Section 10.4(b) below;

(ii)    
          utility charges payable by Seller, AFE, PXURA, PXR, PXLA if any, including,
          without limitation, electricity, water charges and sewer charges. If there are
          meters on the Real Property, Seller will cause readings of all said meters to be
          performed not more than five (5) days prior to the Closing Date, and a per diem
          adjustment shall be made for the days between the meter reading date and the
          Closing Date based on the most recent meter reading;

(iii)    
          all real estate ad valorem and personal property taxes, including, without
          limitation, all PILOT Payments (as such term is defined in the Schwab Lease)
          sewer rents and charges and other state, country, school district, municipal and
          other governmental and quasi-governmental taxes and charges, due and payable by
          Seller, AFE, PXURA, PXR, PXLA for the calendar year in which the Closing occurs;

(iv)    
          Purchasers Share of the Contribution Amount (as hereinafter defined) and
          the PILOT Service Charge (as hereinafter defined), in accordance with
          Section 10.4(e) below;

(v)    
          charges and payments under service contracts owed by Seller, AFE, PXURA, PXR,
          PXLA to the extent that the charges and payment refer to periods including the
          Closing Date; and

(vi)    
          such other items of income and expense as are typically prorated at closing
          similar to the transaction contemplated by this Agreement.

Seller
will be charged and credited for the amounts of all of the Proration Items relating to the
period up to and including the Proration Time, and Purchaser will be charged and credited
for the amounts of all of the Proration Items relating to the period after the Proration
Time. The estimated Closing prorations being adjusted pursuant to this Agreement shall be
set forth on a preliminary closing statement to be prepared by Seller and submitted to
Purchaser two (2) days prior to the Closing Date (the Closing
Statement). The Closing Statement, once agreed upon, shall be signed
by Purchaser and Seller. The prorations being adjusted pursuant to this Agreement shall be
paid at Closing by Purchaser to Seller (if the prorations result in a net credit to
Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser)
by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase
Price at the Closing. If the actual amounts of the Proration Items are not known as of the
Closing Date, the prorations will be made at Closing on the basis of the best evidence
then available; thereafter, when actual figures are received, re-prorations will be made
on the basis of the actual figures, and a final cash settlement will be made between
Seller and Purchaser. No prorations will be made in relation to insurance premiums, and
Sellers insurance policies will not be assigned to Purchaser. Final readings and
final billings for utilities will be made if possible as of the Closing Date, in which
event no proration will be made at the Closing with respect to utility bills. Seller will
be entitled to all deposits presently in effect with the utility providers, and Purchaser
will be obligated to make its own arrangements for any deposits with the utility
providers, but Seller will, if necessary, maintain such deposits until such time as
Purchaser can post its own deposits (but in no event longer than thirty (30) days after
Closing) so that such utility service will not be discontinued to the Property. No later
than September 30, 2005, Seller and Purchaser will jointly and in good faith prepare a
final closing statement reasonably satisfactory in form and substance to Seller and
Purchaser (the Final Closing Statement) setting forth the final
determination of the adjustments and prorations provided for herein.

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(b)    
          Purchaser will receive a credit on the Closing Statement for the prorated amount
          (as of the Proration Time) of all Rental previously paid to or collected by
          Seller and attributable to any period following the Proration Time. After the
          Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if
          any, received by Seller after Closing and attributable to any period following
          the Proration Time. Rental as used herein means
          all Rent (as such term is defined in the Schwab Lease) paid under the Schwab
          Lease. Rental is Delinquent when it was due
          prior to the Closing Date, and payment thereof has not been made on or before
          the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to
          use good faith collection procedures with respect to the collection of any
          Delinquent Rental, but Purchaser will have no liability for the failure to
          collect any such amounts and will not be required to pursue legal action to
          enforce collection of any such amounts owed to Seller by any tenant. All sums
          collected by Purchaser from and after Closing from Schwab will be applied first
          to current amounts owed by Schwab to Purchaser and then to delinquencies owed by
          Schwab to PXLA. Any sums due Seller will be promptly remitted to Seller.

(c)    
          With respect to specific tenant billings for work orders, special items
          performed or provided at the request of Schwab or other specific services, which
          are collected by Purchaser after the Closing Date but relate to the foregoing
          specific services rendered by Seller prior to the Proration Time, then
          notwithstanding anything to the contrary contained herein, Purchaser shall cause
          the first amounts collected from Schwab specifically for such special services
          (as opposed to regular scheduled rental payments) to be paid to Seller on
          account thereof, so long as Seller identifies same prior to Closing.

(d)    
          Seller shall be liable and solely responsible for the payment of all of the
          leasing commissions due and owing with respect to the initial term of the Schwab
          Lease (the Initial Term Schwab Commissions).
          Purchaser shall be liable and solely responsible for all leasing commissions
          payable under the Leasing Commission Agreements or otherwise with respect to any
          renewals or extensions of the Schwab Lease (the Renewal Term Schwab
          Commissions), as well as, subject to the provisions of
          Section 18.2 of this Agreement, the Work Allowance and the Additional
          Work Allowance (as such terms are defined in the Schwab Lease) and all tenant
          improvement costs or other expenditures due with respect to any amendments,
          renewals and/or extensions of the Schwab Lease first arising, accruing and
          payable following the Closing Date, as set forth in the Schwab Lease or in
          documents provided to Purchaser prior to Closing and in any documents or
          pursuant to any agreements (whether written or oral entered into after the
          Closing by Purchaser or Property Owner), and all of the leasing commissions,
          tenant improvement costs and other expenditures due and owing with respect to
          Schwabs exercise of Schwabs Expansion Options.

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(e)    
          Prior to the Closing Date, Seller (or Property Owner) shall have pre-paid to the
          applicable Authority the amount of One Million Five Hundred Seventy-Six Thousand
          Four Hundred Nineteen and 00/100 Dollars ($1,576,419.00) (the PILOT
          Service Charge) as and for the annual service charge required to
          be paid in connection with the PILOT. In addition, Purchaser hereby acknowledges
          that Property Owner has entered into the Contribution Agreement and in
          connection therewith, the amount of Three Hundred Ninety-Nine Thousand Seven
          Hundred and No/100 ($399,700.00) (the Contribution
          Amount) has been paid to the City. Seller will receive a
          credit on the Closing Statement (x) in an amount equal to fifty percent (50%) of
          the Contribution Amount (Purchasers Share of the Contribution
          Amount), and (y) in an amount equal to the PILOT
          Service Charge less that amount of the PILOT Service Charge, if any, which was
          amortized by Seller (and/or Property Owner) prior to the Closing Date (it being
          understood that the PILOT Service Charge shall be amortized on a straight-line
          basis commencing on the date of the first PILOT Payment made under the Financial
          Agreement (excluding the PILOT Service Charge for purposes of determining such
          first PILOT Payment)).

(f)    
          At the Closing, Purchaser shall receive a credit against the Purchase Price in
          an amount calculated in accordance with
          Schedule 10.4(f), pro-rated for a partial month (the
          Rent Shortfall Credit).

(g)    
          The provisions of this Section 10.4 shall survive the Closing
          indefinitely.

Section 10.5......Costs of
Title Company and Closing Costs. Costs of the Title Company and other
Closing costs incurred in connection with the Closing will be allocated as follows:

(a)    
          Seller shall pay (i) all state or county documentary stamps on transfer
          taxes and recording fees and changes necessary or required in connection with
          the LLC Assignment and Assumption, if any; (ii) Sellers
          attorneys fees; (iii) one-half (1/2) of escrow fees, if any; and (iv)
          any and all fees required to be paid to the City and/or the Jersey City
          Redevelopment Authority in connection with obtaining the Approvals from such
          party for this transaction, including any fees required to be paid for its
          consent to the transaction contemplated by this Agreement, if such consent is
          necessary, including any related fees required by, or increases in the amounts
          payable under, the Financial Agreement in order for the tax exemption to remain
          in full force and effect, including any fees (or increases in amounts payable
          under the Financial Agreement) required for obtaining the approval of the
          transaction contemplated by this Agreement by means of the Ordinance.

(b)    
          Purchaser shall pay (i) the cost of the premium for its Title Policy and
          customary title searches, together with all costs of any additional coverage
          under its Title Policy or endorsements (including, without limitation, the
          Non-Imputation Endorsement) to its Title Policy that are desired by Purchaser;
          (ii) all premiums and other costs for any mortgagee policy of title
          insurance, if any, including but not limited to any endorsements or deletions;
          (iii) Purchasers attorneys fees; (iv) one-half (1/2) of
          escrow fees, if any; and (v) the costs of the Survey, as provided for in
          Section 6.1.

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(c)    
          The provisions of this Section 10.5 shall survive the Closing
          indefinitely.

Section 10.6......Post-Closing
Delivery of Tenant Notice Letters. Immediately following Closing, Purchaser
will deliver to Schwab a Tenant Notice Letter, as described in
Section 10.2(d). The provisions of this Section 10.6shall survive the
Closing indefinitely.

Section 10.7......Like-Kind
Exchange.In the event that either Seller shall elect to effectuate
the Closing as a like-kind exchange under Section 1031 of the Code,
Purchaser agrees to cooperate and assist such Seller in all reasonable respects (with no
adjustment to the Closing Date hereunder) in order that the exchange so qualifies as a
like-kind exchange under Section 1031 of the Code and the Treasury
Regulations promulgated, or to be promulgated, thereunder; provided,
however, that Seller shall reimburse Purchaser for any reasonable out-of-pocket
attorneys fees (other than incidental, de minimis expenses and
attorneys fees).

# ARTICLE XI........

# CONDEMNATION AND
CASUALTY

Section
11.1......Casualty. If, prior to the Scheduled Closing Date, all or a
Significant Portion of the Real Property and Improvements is destroyed or damaged by fire
or other casualty, Seller will notify Purchaser of such casualty. Purchaser will have the
option to terminate this Agreement upon notice to Seller given not later than fifteen (15)
days after receipt of Sellers notice. If this Agreement is terminated, the Earnest
Money Deposit will be returned to Purchaser and thereafter neither Seller nor Purchaser
will have any further rights or obligations to the other hereunder except with respect to
the Termination Surviving Obligations. If Purchaser does not elect to terminate this
Agreement or less than a Significant Portion of the Real Property and Improvements is
destroyed or damaged as aforesaid, neither Seller nor the Property Owner will be obligated
to repair such damage or destruction but (a) Seller will (or will cause Property
Owner to) (i) turn over to Purchaser the insurance proceeds net of reasonable collection
costs (or if such have not been awarded, all of its right, title and interest therein)
payable with respect to such fire or other casualty and (ii) assign to AFE (as
reconstituted on the Closing Date with Purchaser as the direct or indirect owner therein),
without any representation, warranty or recourse whatsoever, all of Property Owners
rights, if any, to any payments to be made (after the Closing Date) with respect to the
Property under any applicable rental loss insurance policies in effect on the Closing
Date, and (b) the parties will proceed to Closing pursuant to the terms hereof
without abatement of the Purchase Price, except that Purchaser will receive credit for any
insurance deductible amount. In the event Seller or Property Owner elects to perform any
repairs as a result of a casualty prior to Closing, (i) the performance thereof shall be
subject, except in the case of emergency or to perform repairs required by applicable law,
to Purchasers consent, not to be unreasonably withheld, conditioned or delayed, and
(ii) Seller will be entitled to deduct its costs and expenses from any amount to which
Purchaser is entitled under this Section 11.1, which right shall survive the
Closing. Neither Seller nor Property Owner will have any right to elect to perform any
repairs after the Closing.

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Section 11.2......Condemnation
of Property. In the event of any condemnation or sale in lieu of
condemnation of all or that portion of the Property which entitles Schwab to terminate the
Schwab Lease pursuant to Section 10.04thereof (a Material
Taking), Purchaser will have the option, to be exercised within
fifteen (15) days after receipt of notice of such condemnation or sale, of terminating
Purchasers obligations under this Agreement, or electing to have this Agreement
remain in full force and effect. In the event that either (i) any condemnation or
sale in lieu of condemnation of the Property is not a Material Taking, or
(ii) Purchaser does not terminate this Agreement pursuant to the preceding sentence,
Seller will (or will cause Property Owner to) turn over to Purchaser any and all claims
for the proceeds of such condemnation or sale to the extent the same are applicable to the
Property, and Purchaser will take title to the Property subject to such condemnation and
without reduction of the Purchase Price. Should Purchaser elect to terminate
Purchasers obligations under this Agreement under the provisions of this
Section 11.2, the Earnest Money Deposit will be returned to Purchaser and
neither Seller nor Purchaser will have any further obligation under this Agreement, except
for the Termination Surviving Obligations. Purchaser hereby acknowledges and agrees that
the Dedication shall not constitute a Material Taking and Purchaser shall have no rights
whatsoever pursuant to the provisions of this Section 11.2 with respect to the
Dedication.

# ARTICLE XII.......

# CONFIDENTIALITY

Section
12.1......Confidentiality. Seller and Purchaser each expressly
acknowledge and agree that the transactions contemplated by this Agreement and the terms
and conditions concerning the same will be held in confidence by each of them and will not
be disclosed by either of them except to their respective legal counsel, accountants,
consultants, officers, partners, directors, and shareholders and municipal officials with
the City with whom Purchaser is permitted to discuss the transaction contemplated herein,
or as otherwise permitted hereunder (including, without limitation, Section
5.2(b)), and except and only to the extent that such disclosure may be necessary or
advisable for their respective performances hereunder. Purchaser further acknowledges and
agrees that, unless and until the Closing occurs, all information obtained by Purchaser in
connection with the Property will not be disclosed by Purchaser to any third persons
(other than Licensee Parties) without the prior written consent of Seller, unless such
disclosure is required by law, rule or regulation. Nothing contained in this Article XII
will preclude or limit either party to this Agreement from disclosing or accessing any
information otherwise deemed confidential under this Article XII or this Agreement in
response to lawful process or subpoena or other valid or enforceable order of a court of
competent jurisdiction or any filings with governmental authorities required by reason of
the transactions provided for herein pursuant to an opinion of counsel. In addition, prior
to or as a part of the Closing, any release to the public of information with respect to
the sale contemplated herein or any matters set forth in this Agreement will be made only
in the form approved by Purchaser and Seller and their respective counsel, which approval
shall not be unreasonably withheld or delayed. Subject to preceding 2 sentences of this
Section 12.1, Seller and/or Sellers Affiliates shall not name Purchaser,
Purchasers Affiliates, iStar or any iStar affiliates in any public statements or
governmental filings related to the transactions contemplated by this Agreement,
including, without limitation, press releases, brochures, marketing materials or other
written, oral, digital or electronic communications; provided, however, in describing the
transactions contemplated by this Agreement, Seller and Sellers Affiliates may refer
to Purchaser, Purchasers Affiliates, iStar or any iStar affiliates as an
institutional real estate buyer. Notwithstanding anything to the contrary
provided herein, in no event shall Seller and/or Sellers Affiliates be liable under
this Section 12.1 for any disclosure of Purchasers, iStars or any iStar
affiliates involvement in the transactions contemplated by this Agreement to the
extent such involvement becomes public knowledge (and only to the extent of such public
knowledge) other than as a result of a disclosure by Seller and/or Sellers
Affiliates. The provisions of this Article XII will survive the Closing or any termination
of this Agreement. Nothing in this Article XII will negate, supersede or otherwise
affect the obligations of the parties under the Confidentiality Agreement, and the
provisions of this Article XII will survive the termination of this Agreement, and in
the event of a conflict between the provisions of the Confidentiality Agreement and this
Agreement, the provisions of this Agreementshall govern.

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# ARTICLE XIII......

# REMEDIES

# Section
13.1......Default by Seller.

(a)    
          In the event the Closing and the transactions contemplated hereby do not occur
          as herein provided by reason of any default of Seller under this Agreement,
          Purchaser may, as Purchasers sole and exclusive remedy, elect by notice to
          Seller within ten (10) Business Days following the Scheduled Closing Date,
          either of the following: (i) to terminate this Agreement, in which event
          Purchaser will receive from the Escrow Agent the Earnest Money Deposit, and
          thereafter Seller and Purchaser will have no further rights or obligations under
          this Agreement, except with respect to the Termination Surviving Obligations; or
          (ii) seek to enforce specific performance of Sellers obligation to execute
          the documents required to convey Sellers LLC Interest to Purchaser, it
          being understood and agreed that the remedy of specific performance shall not be
          available to enforce any other obligation of Seller hereunder. Other than as
          expressly set forth in Section 13.1(b) below, Purchaser expressly
          waives its rights to seek damages in the event that the Closing does not occur
          by reason of Sellers default hereunder. Purchaser shall be deemed to have
          elected to terminate this Agreement and receive back the Earnest Money Deposit
          if Purchaser fails to file suit for specific performance against Seller in a
          court having jurisdiction in the county and state in which the Property is
          located, on or before ninety (90) days following the Scheduled Closing Date.
          Notwithstanding the foregoing as to the Termination Surviving Obligations,
          nothing contained in this Section 13.1 will limit Purchasers
          remedies at law, in equity or as herein provided in pursuing remedies of a
          breach by Seller of any of the Termination Surviving Obligations. Purchaser
          specifically waives its rights to seek any punitive, speculative, or
          consequential damages.

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(b)    
          Notwithstanding Section 13.1(a) above, if Purchaser terminates this
          Agreement by reason of Sellers bad faith, willful default under this
          Agreement, then, in addition to the return of the Earnest Money Deposit,
          Purchaser shall be entitled to be reimbursed for Purchasers actual
          out-of-pocket costs related to this transaction, including, without limitation,
          reasonable attorneys and third party fees and reasonable expenses and
          reasonable due diligence expenses with respect to the purchase of the Property,
          the negotiation of this Agreement (and ancillary agreements) and obtaining the
          Title Report and any survey of the Property.

Section 13.2......Default by
Purchaser. In the event the Closing and the consummation of the
transactions contemplated herein do not occur as provided herein by reason of any default
of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult
to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the
Earnest Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee)
by separate Federal Reserve wire transfers of immediately available funds to the account
designated by each of them, the portion of the Earnest Money Deposit to which each of them
is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall
be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an
amount equal to the Earnest Money Deposit is a reasonable estimate of the total net
detriment Seller would suffer in the event Purchaser defaults and fails to complete the
purchase of the Property, and (b) such amount will be the full, agreed and liquidated
damages for Purchasers default and failure to complete the purchase of Sellers
LLC Interest, and will be Sellers sole and exclusive remedy (whether at law or in
equity) for any default of Purchaser resulting in the failure of consummation of the
Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no
further rights or obligations hereunder, except with respect to the Termination Surviving
Obligations. The payment of such amount as liquidated damages is not intended as a
forfeiture or penalty but is intended to constitute liquidated damages to Seller.
Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing
contained herein will limit Sellers remedies at law, in equity or as herein provided
in the event of a breach by Purchaser of any of the Termination Surviving Obligations.
Seller specifically waives its rights to seek any punitive, speculative, or consequential
damages.

# ARTICLE XIV.......

# NOTICES

Section 14.1......Notices.

(a)    
          All notices or other communications required or permitted hereunder shall be in
          writing, and shall be given by any nationally recognized overnight delivery
          service (using the next business day delivery method) with proof of delivery, or
          by facsimile transmission (provided that such facsimile is confirmed by the
          sender by expedited delivery service in the manner previously described), sent
          to the intended addressee at the address set forth below, or to such other
          address or to the attention of such other person as the addressee will have
          designated by written notice sent in accordance herewith. Unless changed in
          accordance with the preceding sentence, the addresses for notices given pursuant
          to this Agreement will be as follows:

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If to Purchaser:

| | c/o iStar
Financial Inc.     1114 Avenue of the Americas     New York, NY 10036     Attn:  H. Cabot
Lodge III, Executive Vice President     Nina B. Matis, Executive Vice President and
General Counsel     (212) 930-9400 (tele.)     (212) 930-9494 (fax)
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

with a copy to:

| | Katten Muchin Zavis Rosenman    575 Madison Avenue
                                    New York, New York 10022-2585
                                    Attn:  Ellen L. Shapiro, Esq.
                                    (212) 940-8800 (tele.)
                                    (212) 940-8776 (fax)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If to Seller:

| | c/o Mack-Cali Realty Corporation 11 Commerce Drive
                                    Cranford, New Jersey 07016
| | -----------------------------------------------------------------------------------------------------------------

with separate notices to the
attention of:

| | 
| | 

| | Attn: Mitchell E. Hersh (908) 272-8000 (tele.)(908) 272-0214 (fax)
| | ------------------------------------------------------------------

and

| | 
| | 

| | Attn: Roger W. Thomas, Esq.(908) 272-2612 (tele.)
                                    (908) 497-0485 (fax)
| | ----------------------------------------------------------------------------------------------------------

and

| | Columbia Development Company, L.L.C.c/o Panepinto Properties Inc.
30 Montgomery Street, 15th FloorJersey City, New Jersey 07302Attn: Joseph A. Panepinto
                                    (201) 521-9000 (tele.)
                                    (201) 434-3218 (fax)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and

| | Garden State Development Inc.30 Montgomery Street, 15th FloorJersey City, New Jersey 07302
                                    (201) 521-9000 (tele.)
                                    (201) 434-3218 (fax)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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with a copy to:

| | Fried, Frank, Harris, Shriver & JacobsonOne New York PlazaNew York, New York 10004
                                    Attn: Andrew Dady, Esq.
                                    (212) 859-8161 (tele.)
                                    (212) 859-4000 (fax)
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and

| | Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP99 Wood Avenue SouthWoodbridge, New Jersey 08830
                                    Attn: Robert Greenbaum, Esq.
                                    (732) 549-5600 (tele.)
                                    (732) 549-1881 (fax)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If to Escrow Agent:

| | First American Title Insurance Company633 Third Avenue
                                    New York, New York 10017
                                    Attn:  Anthony Ruggeri
                                    (212) 922-9700 (tele.)
                                    (212) 922-0881 (fax)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          Notices given by (i) overnight delivery service as aforesaid shall be
          deemed received and effective on the first Business Day following such dispatch
          and (ii) facsimile transmission as aforesaid shall be deemed given at the
          time and on the date of machine transmittal provided same is sent and
          confirmation of receipt is received by the sender prior to 4:00 p.m. Eastern
          Standard Time on a Business Day (if sent later, then notice shall be deemed
          given on the next Business Day). Notices may be given by counsel for the parties
          described above, and such notices shall be deemed given by said party, for all
          purposes hereunder.

# ARTICLE XV........

# BROKERAGE

Section
15.1......Brokers. Purchaser and Seller represent that they have not
dealt with any brokers, finders or salesmen, in connection with this transaction, other
than The Greenwich Group International LLC (the Broker).
Purchaser and Seller shall each pay one half of any and all fees and commissions payable
to the Broker on account of this transaction up to a maximum amount of five hundred
thousand dollars ($500,000) each. Purchaser and Seller agree to indemnify, defend and hold
each other harmless from and against any and all loss, cost, damage, liability or expense,
including reasonable attorneys fees, which either party may sustain, incur or be
exposed to by reason of any claim for fees or commissions made through the other party on
account of any broker, finder or salesman with whom they have dealt, including, with
respect to Purchasers indemnity in favor of Seller, any claims made by Broker
against Seller with respect to the transactions contemplated by this Agreement in excess
of $500,000. The provisions of this Article XV will survive any Closing or
termination of this Agreement.

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# ARTICLE XVI.......

# ESCROW AGENT

Section 16.1......Escrow.

(a)    
          Escrow Agent will hold the Earnest Money Deposit in escrow in an
          interest-bearing account of the type generally used by Escrow Agent for the
          holding of escrow funds until the earlier of (i) the Closing, or
          (ii) the termination of this Agreement in accordance with any right
          hereunder. The Earnest Money Deposit shall be non-refundable to Purchaser,
          except as otherwise set forth herein, and shall be credited against the Purchase
          Price at the Closing. All interest earned on the Earnest Money Deposit shall be
          paid to the party entitled to the Earnest Money Deposit. In the event the
          Closing occurs, the Earnest Money Deposit will be released to Seller, and
          Purchaser shall receive a credit against the Purchase Price in the amount of the
          Earnest Money Deposit. In all other instances, Escrow Agent shall not release
          the Earnest Money Deposit to either party until Escrow Agent has been requested
          by Seller or Purchaser to release the Earnest Money Deposit as follows: (i) if
          requested by Seller, then upon Sellers written demand therefore stating
          that Purchaser defaulted in the performance of Purchasers obligations to
          close under this Agreement and the facts and circumstances forming the basis of
          such default and (ii) if requested by Purchaser, then upon Purchasers
          written demand therefore, stating that Seller defaulted in the performance of
          Sellers obligations to close under this Agreement and the facts and
          circumstances forming the basis of such default; provided, that, in neither case
          shall Escrow Agent release the Earnest Money Deposit until five (5) Business
          Days following Escrow Agents delivery of such written demand to the
          non-requesting party; provided, further, that if during such five (5) Business
          Days period, the non-requesting party shall have delivered to Escrow Agent a
          written dispute to the release of the Earnest Money Deposit, Escrow Agent shall
          not release the Earnest Money Deposit unless it receives further written
          direction signed by Seller and Purchaser. If no written dispute is so delivered,
          Escrow Agent shall disburse the Earnest Money Deposit as directed. Purchaser
          represents that its tax identification number, for purposes of reporting the
          interest earnings, is 03-0493637. Harsimus represents that its tax
          identification number, for purposes of reporting the interest earnings, is
          22-3666122, and Columbia represents that its tax identification number, for
          purposes of reporting interest earnings, is 22-3571776.

(b)    
          Escrow Agent shall not be liable to any party for any act or omission, except
          for bad faith, gross negligence or willful misconduct, and the parties agree to
          indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims,
          damages, losses or expenses arising in connection herewith. The parties
          acknowledge that Escrow Agent is acting solely as stakeholder for their mutual
          convenience. In the event Escrow Agent receives written notice of a dispute
          between the parties with respect to the Earnest Money Deposit (the
          Escrowed Funds), Escrow Agent shall not be
          bound to release and deliver the Escrowed Funds to either party but may either
          (i) continue to hold the Escrowed Funds until otherwise directed in a
          writing signed by all parties hereto or (ii) deposit the Escrowed Funds
          with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow
          Agent will be released from all duties and responsibilities hereunder. Escrow
          Agent shall have the right to consult with separate counsel of its own choosing
          (if it deems such consultation advisable) and shall not be liable for any action
          taken, suffered or omitted by it in accordance with the advice of such counsel.

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(c)    
          Escrow Agent shall not be required to defend any legal proceeding which may be
          instituted against it with respect to the Escrowed Funds, the Property or the
          subject matter of this Agreement unless requested to do so by Purchaser or
          Seller and is indemnified to its satisfaction against the cost and expense of
          such defense. Escrow Agent shall not be required to institute legal proceedings
          of any kind and shall have no responsibility for the genuineness or validity of
          any document or other item deposited with it or the collectibility of any check
          delivered in connection with this Agreement. Escrow Agent shall be fully
          protected in acting in accordance with any written instructions given to it
          hereunder and believed by it to have been signed by the proper parties.

# ARTICLE XVII......

# MISCELLANEOUS

Section
17.1......Waivers. No waiver of any breach of any covenant or
provisions contained herein will be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision contained herein. No extension of time for
performance of any obligation or act will be deemed an extension of the time for
performance of any other obligation or act.

Section 17.2......TIME OF THE
ESSENCE.TIME IS OF THE ESSENCE WITH RESPECT TO ALL TIME PERIODS AND
DATES FOR PERFORMANCE SET FORTH IN THIS AGREEMENT.

Section 17.3......Recovery of
Certain Fees. In the event a party hereto files any action or suit against
another party hereto by reason of any breach of any of the covenants, agreements or
provisions contained in this Agreement, then in that event the prevailing party will be
entitled to have and recover certain fees from the other party including all reasonable
attorneysfees and costs resulting therefrom. For purposes of this
Agreement, the term attorneys fees or attorneys fees and
costs shall mean the fees and expenses of counsel to the parties hereto, which may
include printing, photocopying, duplicating and other expenses, air freight charges, and
fees billed for law clerks, paralegals and other persons not admitted to the bar but
performing services under the supervision of an attorney, and the costs and fees incurred
in connection with the enforcement or collection of any judgment obtained in any such
proceeding. The provisions of this Section 17.3 shall survive the entry of any
judgment, and shall not merge, or be deemed to have merged, into any judgment.

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Section
17.4......Construction. Headings at the beginning of each
Article and Section are solely for the convenience of the parties and are not a
part of this Agreement. Whenever required by the context of this Agreement, the singular
will include the plural and the masculine will include the feminine and vice versa. This
Agreement will not be construed as if it had been prepared by one of the parties, but
rather as if both parties had prepared the same. All exhibits and schedules referred to in
this Agreement are attached and incorporated by this reference, and any capitalized term
used in any exhibit or schedule which is not defined in such exhibit or schedule will have
the meaning attributable to such term in the body of this Agreement. In the event the date
on which Purchaser or Seller is required to take any action under the terms of this
Agreement is not a Business Day, the action will be taken on the next succeeding Business
Day.

Section
17.5......Counterparts. This Agreement may be executed in multiple
counterparts, each of which, when assembled to include an original signature for each
party contemplated to sign this Agreement, will constitute a complete and fully executed
original. All such fully executed original counterparts will collectively constitute a
single agreement.

Section
17.6......Severability. If any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public
policy, all of the other conditions and provisions of this Agreement will nevertheless
remain in full force and effect, so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any adverse manner to either party.
Upon such determination that any term or other provision is invalid, illegal, or incapable
of being enforced, the parties hereto will negotiate in good faith to modify this
Agreement so as to reflect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are fulfilled to
the extent possible.

Section 17.7......Entire
Agreement. This Agreement is the final expression of, and contains the
entire agreement between, the parties with respect to the subject matter hereof, and
supersedes all prior understandings with respect thereto. This Agreement may not be
modified, changed, supplemented or terminated, nor may any obligations hereunder be
waived, except by written instrument, signed by the party to be charged or by its agent
duly authorized in writing, or as otherwise expressly permitted herein.

Section 17.8......Governing
Law. THIS AGREEMENT WILL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW JERSEY. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT
TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW JERSEY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY
IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD
AND DETERMINED IN A STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW JERSEY.

Section 17.9......No
Recording. Except to the extent the Title Company requires a notice of the
settlement to be recorded at Closing against the Real Property, the parties hereto agree
that neither this Agreement nor any affidavit or memorandum concerning it will be recorded
and unless so required by the Title Company, any recording of this Agreement or any such
affidavit or memorandum by Purchaser will be deemed a default by Purchaser hereunder.

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Section 17.10.....Further
Actions. The parties agree to execute such instructions to the Title
Company and such other instruments and to do such further acts as may be reasonably
necessary to carry out the provisions of this Agreement.

Section 17.11.....No
Partnership. Notwithstanding anything to the contrary contained herein,
this Agreement shall not be deemed or construed to make the parties hereto partners or
joint venturers, it being the intention of the parties to merely create the relationship
of Seller and Purchaser with respect to the Property to be conveyed as contemplated
hereby.

Section 17.12.....Limitations
on Benefits. It is the explicit intention of Purchaser and Seller that no
person or entity other than Purchaser, Purchasers Affiliates, Seller, Sellers
Affiliates and their permitted successors and assigns is or shall be entitled to bring any
action to enforce any provision of this Agreement against any of the parties hereto, and
the covenants, undertakings and agreements set forth in this Agreement shall be solely for
the benefit of, and shall be enforceable only by, Purchaser, Purchasers Affiliates,
Seller and Sellers Affiliates, or their respective successors and assigns as
permitted hereunder. Except as set forth in this Section 17.12, nothing
contained in this Agreement shall under any circumstances whatsoever be deemed or
construed, or be interpreted, as making any third party a beneficiary of any term or
provision of this Agreement or any instrument or document delivered pursuant hereto, and
Purchaser and Seller expressly reject any such intent, construction or interpretation of
this Agreement.

Section 17.13.....Assignment:
Binding Effect. Except as set forth in this Section 17.13, Purchaser
will not have the right to assign this Agreement; Purchaser may assign all of its rights
under this Agreement to an entity which directly or indirectly controls, is controlled by,
or is under common control with, iStar, including, without limitation, a single purpose
entity created by Purchaser for the purpose of holding title to Sellers LLC
Interest. Purchaser will notify each Seller of any such assignment. In the event of any
such assignments, whether accomplished as a matter of right or upon the consent of the
other party, the original parties to this Agreement shall not be released. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

Section 17.14.....Remedies
Cumulative.Except as provided in Article XIII of this Agreement,
all rights, powers and privileges conferred hereunder upon the parties in any specific
Section shall be cumulative but not restrictive of those given in other Sections of this
Agreement and by law.

Section 17.15.....Further
Assurances.At and after Closing, the parties shall deliver to each
other any additional materials and documents which are necessary or appropriate to further
assure, complete and document the consummation of the purchase and sale contemplated
herein on the terms described herein. From and after Closing, each party shall afford to
the other reasonable access to any information in its possession concerning Sellers
LLC Interest and the operations of the Property (including the right to copy the same at
the expense of the party desiring the copy) for purposes of ascertaining post-Closing
adjustments, tax examinations or audits, or other similar purposes.

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Section
17.16.....Cooperation.

(a)       
          Purchaser acknowledges that Seller and/or any one or more of its Affiliates may
          be required by the Securities and Exchange Commission to file audited financial
          statements for one to three years after Closing with regard to the Property. At
          no cost or liability to Purchaser, after Closing, Purchaser shall, and shall
          cause each Property Owner, to reasonably cooperate with Seller and/or its
          Affiliate, its counsel, accountants, agents and representatives, to provide them
          with reasonable access to Purchasers and Property Owners books and
          records with respect to the ownership, management, maintenance and operation of
          the Property for the applicable period, and permit them to copy same. Seller or
          its Affiliate agrees to deliver to Purchaser a commercially reasonable
          confidentiality agreement in connection with the foregoing prior to any such
          access or copying.

(b)(i)       
          Seller and only Seller shall prepare and file, or cause to be prepared and
          filed, all tax returns and reports that are required to be filed by or with
          respect to each Property Owner entity for all tax periods ending on or prior to
          the Closing Date and any amended tax return or report for any such tax period
          (any such tax return or report or amended tax return or report, a
          Pre-Closing Tax Return). Unless otherwise
          required by applicable law or contrary to the reasonable advice of Sellers
          tax counsel or accountants, any Pre-Closing Tax Return shall be prepared on a
          basis consistent with past practice. Seller shall deliver, or cause to be
          delivered (the date of such delivery, the Delivery
          Date), a copy of each such Pre-Closing Tax Return to the Purchaser
          for the Purchasers review. The Purchaser shall have until midnight on the
          tenth (10th) day following the Delivery Date of a Pre-Closing Tax
          Return to deliver to the Seller any proposed revisions that it may have to such
          return, which proposed revisions shall be in writing and shall be set forth in
          reasonable detail. Seller may incorporate (or cause to be incorporated) any one
          or more of such proposed revisions but shall be required to incorporate (or
          cause to be incorporated) only those proposed revisions: (i) which are not
          inconsistent with the past practice in filing such return, except if otherwise
          required by applicable law or contrary to the reasonable advice of Sellers
          tax counsel or accountants; (ii) in the case of any federal income tax return,
          which has substantial authority (within the meaning of Treasury
          Regulations Section 1.6662-4(d)(1)) and which would replace a position for which
          there is no substantial authority (within the meaning of Treasury
          Regulations Section 1.6662-4(d)(1)); and (iii) in the case of any other
          Pre-Closing Tax Return, which are correct under applicable law and which would
          replace a position which is clearly erroneous; provided, however,
          that, notwithstanding anything herein to the contrary, Purchasers prior
          written consent (which consent shall not be unreasonably withheld, conditioned
          or delayed) shall be required with respect to any position contained on any such
          Pre-Closing Tax Return which would reasonably result in an increase in liability
          to Purchaser post-Closing (including under the Financial Agreement or Amended
          Financial Agreement). Seller, and only Seller, may prepare and file or cause to
          be prepared and filed a Pre-Closing Tax Return, and under no circumstances may a
          Pre-Closing Tax Return be filed by Purchaser or any other person without
          Sellers prior written consent. Seller, and only Seller, shall control
          (subject to Purchasers rights hereunder) any Audit (as defined below) in
          respect of any tax period ending on or prior to the Closing Date
          (Seller Audit) and, in connection therewith,
          Seller shall keep Purchaser fully and contemporaneously apprised of all material
          aspects of any Seller Audit and shall promptly furnish or cause to be promptly
          furnished to Purchaser copies of any and all documents, reports, correspondence
          and other written materials pertaining to any Seller Audit. Seller shall be
          authorized to take, or cause to be taken (or not take, or cause not to be taken)
          any action with respect to any Seller Audit in its sole discretion;
          provided, however, that Seller shall not take or cause to be taken
          (or not take, or cause not to be taken) any action which would reasonably result
          in an increase in liability to Purchaser post-Closing (including under the
          Financial Agreement or Amended Financial Agreement) without Purchasers
          prior written consent (which consent shall not be unreasonably withheld
          conditioned or delayed). Seller, and only Seller, shall be entitled to any
          refund or credit (and/or benefit therefrom) resulting from the filing of any
          Pre-Closing Tax Return or arising from or in respect of any Seller Audit.

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(ii)       
          The Purchaser shall prepare, or cause to be prepared, and timely file, or cause
          to be timely filed, all tax returns and reports that are required to be filed by
          or with respect to each Property Owner for all tax periods beginning prior to,
          and ending after, the Closing Date, as well as any amended tax return or report
          for any such tax period (any such return and report or amended return or report,
          a Straddle Return). Purchaser shall deliver, or
          cause to be delivered a copy of each such Straddle Return to Seller for
          Sellers review at least ten (10) prior to the filing thereof.
          Sellers prior written consent (not to be unreasonably withheld,
          conditioned or delayed) shall be required with respect to any position contained
          on a Straddle Return which would reasonably result in an increase in liability
          to Seller for any pre-Closing period (including under the Financial Agreement or
          Amended Financial Agreement), except that no such consent shall be required if
          the total liability resulting from such position is allocable proportionately
          between Seller and Purchaser and Purchaser is liable for more than fifty percent
          (50%) of said liability. Unless otherwise required by applicable law, any
          Straddle Return shall be prepared on a basis consistent with past practice (to
          the extent of past practice). The Purchaser shall control (subject to
          Sellers rights hereunder) and, unless the Seller consents in writing for
          the Purchaser to do otherwise, shall diligently pursue and defend (and shall
          cause a Property Owner to diligently pursue and defend) any Audit of any
          Straddle Period (Straddle Audit); provided,
          however that, without Sellers prior written consent (which consent shall
          not be unreasonably withheld, conditioned or delayed), Purchaser shall not take
          or cause or permit to be taken (or not take, or cause or permit not to be taken)
          any action which could reasonably be expected to result in an increase in
          liability for Seller for any pre-Closing period (including under the Financial
          Agreement or Amended Financial Agreement), except that no such consent shall be
          required if the total liability resulting from such action is allocable
          proportionately between Seller and Purchaser and Purchaser is liable for more
          than fifty percent (50%) of said liability. Purchaser shall keep the Seller
          fully and contemporaneously apprised of all material aspects of any Straddle
          Audit and shall promptly furnish or cause to be promptly furnished to the Seller
          copies of any and all documents, reports, correspondence and other written
          materials pertaining to any Straddle Audit. At the reasonable request of Seller,
          the Purchaser shall use commercially reasonable efforts to pursue any claim for
          a refund or credit in respect of any taxes for any Straddle Period, either by
          the filing of an amended Straddle Return or during a Straddle Audit, unless
          Purchaser reasonably believes, and is able to establish to the reasonable
          satisfaction of Seller and its tax counsel and accountants, that the total cost
          of pursuing such claim would exceed the amount of such refund or credit.
          Purchaser shall pay to Seller Sellers proportionate share of any such
          refund or credit (i.e., the amount of such refund or credit multiplied by
          the fraction the numerator of which is the total number of days in the
          Pre-Closing Straddle Period and the denominator of which is the total number of
          days in such Straddle Period) and any interest thereon so obtained promptly
          after receipt from, or allowance thereof, by the relevant tax authority, less
          Sellers proportionate share of the cost thereof. The Seller and Purchaser
          shall, and Purchaser shall cause any Property Owner to, fully cooperate in the
          obtaining of any refund or credit.

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(iii)       
          For purposes of this Section 17.16(b), the term
          Audit shall mean any audit, assessment, or
          other examination or claim by any tax authority and any judicial, administrative
          or other proceeding or litigation (including any appeal of any such judicial,
          administrative or other proceeding or litigation), relating to taxes or tax
          returns or reports. For purposes of this Section 17.16(b), the term
          Pre-Closing Straddle Period shall mean with
          respect to any Straddle Period, the portion of such Straddle Period beginning on
          the first day thereof and ending on an including the Closing Date. The Purchaser
          shall not dispose of any records or documents relevant to any taxes or
          Pre-Closing Returns or Straddle Returns prior to the later of six months after
          the expiration of the applicable limitations period on assessment with respect
          to any such taxes or tax returns, or the final resolution of any Seller Audit or
          Straddle Audit initiated prior to the expiration of the applicable limitations
          period.

(iv)       
          Seller and Purchaser shall cooperate fully, to the extent reasonably requested,
          in connection with the filing of any tax return (e.g., Pre-Closing Tax Return or
          Straddle Tax Return) or the procuring or claiming of any refund or credit for
          any overpayment of taxes and with respect to any Audit (e.g., any Seller Audit
          or Straddle Audit). Such cooperation shall include, but shall not be limited to:
          (A) subject to any limitations set forth in this Section 17.16, the taking or
          making or the declining to take or make (or the causing of any Property Owner to
          take or make or to decline to take or make) any action, position or claim with
          respect to any Audit or tax return, as directed by the party authorized under
          Section 17.16 to prepare, file and/or control such tax return or Audit
          (e.g., with respect to Sellers control of any Seller Audit in
          accordance with Section 17.16(b)(i)); (B), the prompt furnishing and/or making
          available by Seller, Purchaser and any Property Owner of any and all relevant
          records, documents, consents, certificates, workpapers and other information as
          may be necessary to control and defend any Audit and/or to prepare and timely
          file any tax return; and (C) making employees available on a mutually convenient
          basis to sign any tax return and/or sign-off on any Audit and to provide
          additional information and explanation of any material provided hereunder.

(c)       
          For purposes of this Section 17.16, and as the context requires, any reference
          to Property Owner in this Section 17.16 shall be deemed to refer to
          and include any one or more of the Post-Transfer AFE entities.

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Section
17.17.....Exculpation. (a) If the Closing shall occur, other than
expressly contained in guaranties, indemnities or agreements entered into at Closing by
Seller, 8/9 Transferee and/or MCRLP or Sellers Affiliates for the benefit of
Purchaser (and/or Purchasers Affiliates), Purchaser acknowledges and agrees that
Purchaser shall look solely to Sellers, AFEs, PXURAs, PXLAs and
PXRs interests in the Property, the Ground Lease and the Sublease, and Sellers
LLC Interest, for the recovery of any judgment against Seller arising out of or relating
to this Agreement and the transactions contemplated herein, and no other property or
assets of Seller, Sellers Affiliates or any of Sellers and Sellers
Affiliates direct and indirect shareholders, officers, directors, partners, principals,
members, employees, agents, contractors, and any successors or assigns of the foregoing
(collectively with Seller, Seller Related Parties) shall
be subject to levy, execution or other enforcement procedure for the satisfaction of
Purchasers remedies under or with respect to this Agreement. Purchaser agrees to
indemnify and hold the Seller Related Parties harmless from and against any and all
losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited
to, reasonable attorneys fees, court costs and disbursements) (collectively,
Losses) incurred by any of the Sellers Related
Parties arising from or by reason of any damage to person or property caused by
Purchasers breach of this Section17.17(a).

(b)    
          If the Closing occurs hereunder, then other than expressly contained in
          guaranties, indemnities or agreements entered into at Closing by Purchaser,
          Post-Transfer AFE, iStar or Purchasers Affiliates for the benefit of
          Seller (and/or Sellers Affiliates), Seller acknowledges and agrees that
          Seller shall look solely to Purchasers, AFEs, PXURAs,
          PXLAs and PXRs interests in the Property, the Ground Lease and the
          Sublease, and Sellers LLC Interest, for the recovery of any judgment
          against Purchaser arising out of or relating to this Agreement and the
          transactions contemplated herein, and no other property or assets of Purchaser,
          Purchasers Affiliates or any of Purchasers and Purchasers
          Affiliates direct and indirect shareholders, officers, directors, partners,
          principals, members, employees, agents, contractors, and any successors or
          assigns of the foregoing (collectively with Purchaser, Purchaser
          Related Parties) shall be subject to levy, execution or
          other enforcement procedure for the satisfaction of Sellers remedies under
          or with respect to this Agreement. Seller agrees to indemnify and hold the
          Purchaser Related Parties harmless from and against any and all Losses incurred
          by any of the Purchasers Related Parties arising from or by reason of any
          damage to person or property caused by Sellers breach of this Section
          17.17(b).

Section 17.18.....Drafts Not an
Offer to Enter into a Legally Binding Contract. The parties hereto agree
that the submission of a draft of this Agreement by one party to another is not intended
by either party to be an offer to enter into a legally binding contract with respect to
the purchase and sale of Sellers LLC Interest or the Property. The parties shall be
legally bound with respect to the purchase and sale of the Sellers LLC Interest
pursuant to the terms of this Agreement only if and when the parties have been able to
negotiate all of the terms and provisions of this Agreement in a manner acceptable to each
of the parties in their respective sole discretion, including, without limitation, all of
the exhibits hereto, and each of Seller and Purchaser have fully executed and delivered to
each other a counterpart of this Agreement. Unless and until each of Seller and Purchaser
have fully executed and delivered a counterpart of this Agreement to the other, neither
shall have any obligation whatsoever to the other, except as set forth in the
Confidentiality Agreement.

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# ARTICLE XVIII.....

# SCHWAB MATTERS

# Section
18.1......Schwabs Lease.

(a)    
          As set forth in Section 7.1(e), Purchaser is permitted to have
          negotiations with Schwab regarding the Schwab Lease and related issues.

# Section 18.2......Work
Allowance and Additional Work Allowance.

(a)    
          Purchaser acknowledges that (i) pursuant to and in accordance with the
          provisions of (x) Section 6.02 of the Schwab Lease, PXLA is obligated to
          pay to Schwab the Work Allowance, and (y) Section 6.05 of the Schwab
          Lease, PXLA is obligated to pay to Schwab the Additional Work Allowance and (ii)
          the Additional Work Allowance is repaid to the landlord under the Schwab lease
          during the term thereof in accordance with the provisions of Section
          6.05(f) of the Schwab Lease. It is the intention of the parties that Seller
          shall provide Purchaser, at Closing, a credit in an amount equal to any unpaid
          portion of the Work Allowance (the Work Allowance
          Credit), and Purchaser (together with Purchasers
          Affiliates) shall, from and after the Closing, assume all obligations and
          liabilities with respect to the Work Allowance and Additional Work Allowance,
          and shall pay to Schwab same as and when due.

(b)    
          Notwithstanding anything to the contrary in the foregoing, Purchaser shall
          indemnify, defend and hold the Seller Related Parties (including, without
          limitation, MCRLP and Columbia), harmless from any and all Losses arising or
          resulting out of Purchasers failure to pay the Work Allowance (up to, but
          not to exceed the amount of the Work Allowance Credit) and the Additional Work
          Allowance to Schwab as and when due.

(c)    
          In the event that it shall be finally determined (whether by settlement or by a
          final, non-appealable order issued by a court of competent jurisdiction) that
          any Work Allowance payments in excess of the Work Allowance Credit are owed
          after the Closing to Schwab under Section 6.02 of the Schwab Lease, then
          Seller shall indemnify, defend, and hold Purchaser and the Purchaser Related
          Entities harmless from any and all Losses arising on account of such excess Work
          Allowance payments.

# ARTICLE XIX.......

# INDEMNITY

Section
19.1......Indemnification by Seller.In addition to any other
indemnities expressly provided for in this Agreement, Seller agrees to indemnify, hold
harmless and defend Purchaser from and against:

(a)    
          any Losses which accrue or which are based upon Sellers failure to comply
          with its Closing Surviving Obligations or events which occurred prior to the
          Closing Date, except for Losses arising out of matters which are
          Purchasers liability under this Agreement, all matters which pursuant to
          Section 5.4 of this Agreement Seller has disclaimed liability or
          responsibility for, including, without limitation, the condition of the Property
          on or prior to the Closing Date, and matters which are apportioned hereunder;

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(b)    
          any Losses which accrue or which are based upon events related to the Excluded
          Real Property which occurred prior to the Closing Date; and

(c)    
          all reasonable costs and expenses (including reasonable attorneys fees and
          expenses) incurred by the Purchaser in connection with any action, suit,
          proceeding, demand, assessment or judgment instituted by a third party against
          Purchaser or by the Purchaser against Seller or a third party incident to any of
          the matters indemnified against in this Section 19.1.

Section
19.2......Indemnification by Purchaser.In addition to any
other indemnities expressly provided for in this Agreement, Purchaser agrees to indemnify,
hold harmless and defend Seller from and against:

(a)    
          any Losses which accrue or which are based on Purchasers failure to comply
          with its Closing Surviving Obligations or events which occurred on or after the
          Closing Date, including, without limitation, any failure on the part of
          Purchaser to pay (or cause to be paid) the Renewal Term Schwab Commissions and
          any failure on the part of Purchaser (and Purchasers Affiliates) to
          perform as required under this Agreement and the Schwab Lease (except as the
          obligations of performance thereunder is retained by Seller as expressly
          provided in this Agreement); and

(b)    
          all reasonable costs and expenses (including reasonable attorneys fees and
          expenses) incurred by the Seller in connection with any action, suit,
          proceeding, demand, assessment or judgment instituted by a third party against
          Seller or by the Seller against Purchaser or a third party incident to any of
          the matters indemnified against in this Section 19.2.

Section 19.3......Survival of
Indemnity. The provisions of this Article XIX shall survive the Closing
until the tenth (10th) anniversary of the Closing Date, unless a shorter statute of
limitations shall apply.

# ARTICLE XX........

# 8/9 TRANSFEREE DEBT
MAINTENANCE COVENANT

Section 20.1......Maintenance
Covenant. From the Closing through the second anniversary of the Closing
(the Net Worth Survival Period), Seller shall cause 8/9
Transferee, and Purchaser shall cause Post-Transfer AFE, to maintain a Net Worth of not
less than $10,000,000.00. Notwithstanding anything to the contrary provided herein, each
of Seller and Purchaser shall have the right at any time during the Net Worth Survival
Period to provide Escrow Agent with cash or a Letter of Credit in the amount of
$10,000,000, in which case such party providing the cash or Letter of Credit shall have no
further obligations under this Article XX; provided, that if either party has
delivered a Letter of Credit, such party shall have no further obligations as aforesaid so
long as such Letter of Credit remains in effect through the end of the Net Worth Survival
Period or so long as the Escrow Agent draws on any such Letter of Credit and holds cash
proceeds in-lieu of such Letter of Credit. Any cash or Letter of Credit delivered to
Escrow Agent shall be held by Escrow Agent pursuant to an escrow agreement in form
reasonably satisfactory to the parties. If any party provides cash or a Letter of Credit
hereunder, such cash or Letter of Credit (less any amounts drawn down under the escrow
agreement) shall be refunded to such party at the expiration of the Net Worth Survival
Period. Net Worth means (a) in the case of Post-Transfer AFE, net
worth computed in accordance with generally accepted accounting principles and (b) in
the case of 8/9 Transferee, the value of the Excluded Real Property and any improvements
now or hereafter built thereon less any debt secured thereby. Letter of Credit
means an irrevocable, unconditional letter of credit, in form approved by the party
receiving such letter of credit (which approval shall not be unreasonably withheld,
conditioned or delayed), naming Escrow Agent as beneficiary, issued by a bank organized or
licensed under the laws of the United States, or any state thereof, having (i) a net
worth computed in accordance with generally accepted accounting principles in excess of
$1,500,000,000 and (ii) a senior unsecured debt rating of A or better as
rated by Standard and Poors or A-2 or better as rated by Moodys, and
providing for draws by sight draft in New York or New Jersey, having a term of not less
than 60 days. Seller agrees to indemnify, defend and hold harmless Purchaser,
Post-Transfer AFE and the other entities constituting Property Owner (as reconstituted
upon Closing) from and against any and all Losses which any such Persons may incur on
account of Sellers failure to cause 8/9 Transferee to comply with
Section 20.1. Purchaser agrees to indemnify, defend and hold harmless the
Seller from and against any and all Losses which any such Persons may incur on account of
Purchasers failure to cause Post-Transfer AFE to comply with
Section 20.1.

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Section 20.2......Guaranty of
Maintenance. At the Closing, MCRLP shall execute a guaranty pursuant to
which MCRLP agrees to guaranty Sellers obligations under this Article XX. At
the Closing, iStar shall execute a guaranty pursuant to which iStar agrees to guaranty
Purchasers obligations under this Article XX.

[The remainder of
this page is intentionally left blank.]

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IN
WITNESS WHEREOF, Seller and Purchaser have respectively executed this Agreement as of
the Effective Date.

| |  | PURCHASER:iSTAR HARBORSIDE LLC
     By:      iStar Harborside Member, LLC, member     By:      /s/ H. CABOT LODGE, III     
     Name:    H. Cabot Lodge, III     Title:   Executive Vice President
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | SELLER:M-C Harsimus Partners L.L.C.
      By:      Mack-Cali Realty, L.P., sole member     By:     Mack-Cali Realty Corporation,               general partner     By:      /s/ MITCHELL E. HERSH     
     Name:    Mitchell E. Hersh     Title:   Chief Executive Officer
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | COLUMBIA DEVELOPMENT COMPANY, L.L.C.
     By:      Atlantis Charter Company, L.L.C., member     By:     /s/ FRANK GUARINI     
     Name:    Frank Guarini     Title:   Member
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | and | By:      Columbia Charter Group, L.L.C., member     By:     /s/ JOSEPH PANEPINTO      
     Name:    Joseph Panepinto     Title:   Member
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

[Additional
Signatures on Following Page]

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The
undersigned is executing this Agreement for the sole and exclusive purpose of evidencing
its agreement with the matters set forth in Sections 3.2 and 4.3 and
Article XVI of this Agreement.

| |  | ESCROW AGENT:FIRST AMERICAN TITLE INSURANCE COMPANYBy:      /s/ ANTHONY RUGGERI
Name:    Anthony RuggeriTitle:   Vice President
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------

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The
undersigned is executing this Agreement for the sole and exclusive purpose of evidencing
its agreement set forth in Section 5.5 of this Agreement.

| |  | iSTAR FINANCIAL INC.By:      /s/ H. CABOT LODGE, III 
Name:    H. Cabot Lodge, IIITitle:   Executive Vice President
| |  | ---------------------------------------------------------------------------------------------------------------------------------

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