Loan No. 99-086

                               HAZARDOUS SUBSTANCE
                            INDEMNIFICATION AGREEMENT


       THIS HAZARDOUS SUBSTANCE  INDEMNIFICATION AGREEMENT ("Indemnity") is made
as of the ____ day of August 1999, by 475 FIFTH AVENUE  LIMITED  PARTNERSHIP,  a
limited  partnership,  organized and existing under the laws of Delaware,  whose
address is 475 Fifth Avenue,  21st Floor, New York, New York 10017 ("Borrower"),
and ROBERT F. GOSSETT, JR., whose address is 406 East 85th Street, New York, New
York 10028 (said  individual is  hereinafter  referred to as a  "Principal"  and
Borrower and Principal are hereinafter together referred to as "Indemnitors" and
each individually as an "Indemnitor") to and in favor of HELLER FINANCIAL, INC.,
a Delaware  corporation,  with a mailing address at 500 West Monroe Street, 30th
Floor, Chicago, Illinois 60661, Attention:  Heller Express Servicing Department,
Re: Loan No. 99_086 (HELLER  FINANCIAL,  INC. and its successors and assigns are
hereinafter collectively referred to as "Lender").

                                    RECITALS

       A. Substantially  contemporaneously  herewith,  Lender is entering into a
financing  transaction  ("Loan")  with  Borrower,  which Loan is  evidenced by a
certain  Promissory Note ("Note") in the principal amount of THIRTY_TWO  MILLION
and No/100 Dollars ($32,000,000.00) of even date herewith executed and delivered
by Borrower, as maker, to the order of Lender, as payee, secured by, inter alia,
a Mortgage  Consolidation,  Assignment of Rents,  Security Agreement and Fixture
Filing of even date  herewith  ("Mortgage")  encumbering  certain real  property
located in New York County,  New York, and more fully  described on Exhibit A to
the Mortgage  ("Land") (the Note, the Mortgage,  this  Indemnity,  and any other
documents  evidencing  or securing  the  indebtedness  evidenced  in  connection
therewith,  and any modification,  renewal, or extension thereof are hereinafter
collectively referred to as the "Loan Documents").

       B. Lender has required this  Indemnity as a condition of Lender's  making
and disbursing the Loan.

       C.  Principal  indirectly  owns  some  of the  partnership  interests  in
Borrower,  and it is in Principal's and Borrower's direct financial interest and
benefit  to induce  Lender to make the Loan by  executing  and  delivering  this
Indemnity.

       NOW,  THEREFORE,  for good and  valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

<PAGE>


1.     Indemnity.

       Each Indemnitor  hereby agrees,  jointly and severally,  unconditionally,
absolutely  and  irrevocably,  to  indemnify,  defend (with  counsel  reasonably
acceptable to Lender and at Indemnitor's sole cost) and hold harmless Lender and
its  officers,  directors,  employees,   shareholders,   agents  and  affiliates
(individually and collectively the "Indemnified Party"),  against and in respect
of any and all liabilities, obligations, deficiencies, demands, claims, actions,
or causes of action,  assessments,  losses, costs, expenses (including,  without
limitation, court costs and reasonable attorneys' fees and expenses),  interest,
fines, penalties, actual and punitive damages, and all costs and expenses of any
and  all   investigations,   remedial   measures,   proceedings,   arbitrations,
mediations, judgments, settlements, and compromises whatsoever (collectively the
"Liabilities")  sustained or incurred by  Indemnified  Party  resulting  from or
arising out of or by virtue of a claim made by any party resulting from:

              (a) The  presence on or under,  or the escape,  seepage,  leakage,
       spillage,  discharge,  emission, disposal (whether arranged or otherwise)
       or release from, the Land into or upon any land, the  atmosphere,  or any
       watercourse,  body of water or wetland, of any "Hazardous  Materials" (as
       hereinafter defined).

              (b) Any failure of the Land or  activities  thereon to comply with
       all applicable  "Environmental Laws" (as hereinafter defined) relating to
       the protection of health, safety or the environment.

              (c) Any personal  injury relating to the presence of any Hazardous
       Materials on or from the Land.

       Notwithstanding  the  foregoing,  or  anything in this  Indemnity  to the
contrary (i)  Indemnitors'  liability in respect of the  Liabilities  shall only
arise to the extent the Hazardous Materials, the presence of which gives rise to
liability  to  Indemnitors,  existed  in or about  the Land  during  periods  of
Borrower's  ownership  of the  Land,  (such  liability  to  include  any of such
Hazardous  Materials  introduced to the Land prior to such period of ownership);
(ii) Indemnitors shall not be responsible for any event described in (a), (b) or
(c) above and shall not be liable to any  Indemnified  Party to the  extent  any
Liabilities  are  sustained or incurred by any  Indemnified  Party on account of
Hazardous Materials introduced to the Land by anyone other than Indemnitors,  or
their respective agents and employees, following Lender's taking of title to the
Land or assuming  possession  or control of the Land, as mortgagee in possession
or  otherwise;  and (iii)  this  Indemnity  shall  not apply to any  Liabilities
sustained  or incurred by any  Indemnified  Party to the extent same result from
the gross  negligence or willful  misconduct of any Indemnified  Party. The term
"Environmental  Laws"  shall  include  any  federal,  state  or  local  laws  or
regulations  relating to health,  safety or protection of the  environment.  The
term "Hazardous Materials" shall include Hazardous Substances, as defined by the
Comprehensive Environmental Response,  Compensation and Liability Act, 42 U.S.C.
ss.9601 et seq.,  any  petroleum  or  petroleum  products,  asbestos or asbestos
containing  material,  or any other hazardous  substances,  hazardous  wastes or
hazardous materials as defined by other Environmental Laws.


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<PAGE>


2.     Indemnification Procedure.

              (a) Notice.  Each Indemnitor  shall notify Lender promptly (and in
       any event within 10 business  days) upon receipt of any inquiry,  notice,
       claim,  charge,  cause of  action  or demand  pertaining  to the  matters
       indemnified under Paragraph 1, including,  without limitation, any notice
       of inspection,  abatement or noncompliance,  stating the nature and basis
       of such inquiry or  notification.  For identical  notices from  different
       Indemnitors,  only one such notice  needs to be provided to Lender.  Each
       Indemnitor shall immediately  deliver to Lender any and all documentation
       or  records  in such  Indemnitor's  possession  or  control as Lender may
       reasonably  request in  connection  with such notice or inquiry and shall
       keep Lender advised of any subsequent  developments.  If any  Indemnified
       Party  asserts  a claim for  indemnification  or  receives  notice of the
       assertion of any claim or of the commencement of any action or proceeding
       against  such  Indemnified  Party,  Indemnified  Party shall give written
       notice  ( the  "Notice  of  Claim")  together  with  a  statement  of any
       available  information regarding such claim to Indemnitors within 30 days
       after  learning  of such  claim or  within  such  shorter  time as may be
       necessary to give Indemnitors a reasonable opportunity to respond to such
       claim.   Indemnitors  shall  have  the  right,  upon  written  notice  to
       Indemnified  Party (the "Notice to Defend")  within 30 days after receipt
       from  Indemnified  Party of a Notice of Claim  regarding  such claim,  to
       conduct  at  Indemnitors'  expense  the  defense  against  such  claim in
       Indemnitors' own name, or if necessary in the name of Indemnified Party.

              (b) Effect of Failure to Give Notice. If Indemnitors shall fail to
       give the  requisite  Notice to Defend set forth in Paragraph  2(a) above,
       Indemnitors shall be deemed to have elected not to conduct the defense of
       the subject claim,  and in such event,  Indemnified  Party shall have the
       right to conduct such defense in good faith and to compromise  and settle
       the claim without the prior consent of Indemnitors,  and Indemnitors will
       be  liable  for  all  costs,   expenses,   settlement  amounts  or  other
       Liabilities paid or incurred in connection therewith.

              (c)  Parties to  Cooperate.  If  Indemnitors  elect to conduct the
       defense of the subject claim,  Indemnified  Party will cooperate with and
       make  available to  Indemnitors  such  assistance and materials as may be
       reasonably  requested by Indemnitors,  all at the expense of Indemnitors,
       and Indemnified Party shall have the right at Indemnified Party's expense
       to participate in the defense assisted by counsel of Indemnified  Party's
       own choosing and at Indemnified  Party's sole cost and expense,  provided
       that Indemnified  Party shall have the right to compromise and settle the
       claim only with the prior written consent of  Indemnitors,  which consent
       shall not be unreasonably withheld or delayed.  Without the prior written
       consent of  Indemnified  Party,  which consent shall not be  unreasonably
       withheld or delayed,  Indemnitors  will not enter into any  settlement of
       any claim or cease to  defend  against a claim,  if  pursuant  to or as a
       result of such settlement or cessation, (i) injunctive or other equitable
       relief  would  be  imposed  against   Indemnified  Party,  or  (ii)  such
       settlement  or cessation  would lead to liability or create any financial
       or  other  obligation  on the part of the  Indemnified  Party  for  which
       Indemnified   Party  is  not  entitled  to   indemnification   hereunder.
       Indemnitors shall not be entitled to control, and Indemnified Party shall
       be entitled  to have sole  control of the  defense or  settlement  of any
       claim to the


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<PAGE>


       extent that claim seeks an order,  injunction or other  equitable  relief
       against   Indemnified  Party  which,  if  successful,   could  materially
       interfere with the business,  operations, assets, condition (financial or
       otherwise)  or  prospects  of  Indemnified  Party  (and  the cost of such
       defense  shall  constitute  an  amount  for  which  Indemnified  Party is
       entitled to indemnification under this Indemnity).  If a firm decision is
       made by  Indemnitors  to  settle a claim,  which  offer  Indemnitors  are
       permitted to settle under this Paragraph 2(c), and Indemnitors  desire to
       accept and agree to such offer,  Indemnitors  will give written notice to
       Indemnified  Party to that effect.  If Indemnified Party fails to consent
       to such firm offer within ten  business  days after  Indemnified  Party's
       receipt of such  notice,  Indemnified  Party may  continue  to contest or
       defend  such  claim  and,  in  such  event,  the  maximum   liability  of
       Indemnitors  as to  such  claim  will  not  exceed  the  amount  of  such
       settlement offer, plus costs and expenses paid or incurred by Indemnified
       Party through the end of such 10 business day period.

              (d) Effect of Judgment.  Any judgment entered or settlement agreed
       upon in the manner provided herein shall be binding upon  Indemnitors and
       Indemnified  Party, and, to the extent imposing liability on Indemnitors,
       shall  conclusively  be deemed to be an obligation  with respect to which
       Indemnified Party is entitled to prompt indemnification hereunder.

                  (e) Failure to Give Timely Notice. A failure by an Indemnified
         Party to give  timely,  complete  or  accurate  notice as  provided  in
         Paragraph  2(a) will not affect the rights or  obligations of any party
         hereunder  except  and only to the  extent  that,  as a result  of such
         failure,  any party entitled to receive such notice was deprived of its
         right to recover any payment under its applicable insurance coverage or
         was  otherwise  directly  and  materially  damaged  as a result of such
         failure to give timely notice.

              (f)  Reduction  of  Loss.  To the  extent  any  Liabilities  of an
       Indemnified  Party are reduced by receipt of payment (i) under  insurance
       policies  which  are not  subject  to  retroactive  adjustment  or  other
       reimbursement  to the  insurer in respect of such  payment,  or (ii) from
       third parties not affiliated  with the Indemnified  Party,  such payments
       (net of the expenses of the  recovery  thereof)  (such net payment  being
       referred to herein as a  "Reimbursement")  shall be credited against such
       Liabilities;  provided,  however, (y) the pendency of such payments shall
       not delay or reduce the  obligation  of  Indemnitors  to make  payment to
       Indemnified  Party in respect of such  Liabilities,  and (z)  Indemnified
       Party shall have no obligation, hereunder or otherwise, to pursue payment
       under or from any insurer or third party in respect of such  Liabilities.
       If any Reimbursement is obtained subsequent to payment by any Indemnitors
       in respect to any Liabilities,  such Reimbursement shall be promptly paid
       over to such Indemnitor.

              (g)  Subrogation.  Indemnitors  shall be subrogated to Indemnified
       Party's rights of recovery to the extent of any Liabilities  satisfied by
       Indemnitors. Indemnified Party shall execute and deliver such instruments
       and  papers as are  necessary  to assign  such  rights  and assist in the
       exercise  thereof.

              (h)  Immediate   Payment.   All  expenses  of  Indemnified   Party
       determined hereunder to be payable by Indemnitors shall be payable within
       five (5) business days after  receipt


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<PAGE>


       by Indemnitors of written demand therefor with appropriate  documentation
       thereof,  after which  interest  shall accrue thereon at the Default Rate
       and such amounts shall be secured by the Loan Documents.

3.     Survival.

       The provisions of and  undertakings and  indemnification  set out in this
Indemnity  shall  continue  in full  force  and  effect  and shall  survive  the
satisfaction,  termination,  suspension  or  cancellation  of  the  indebtedness
evidenced by the Note, the release of the Mortgage,  the acceptance by Lender of
a deed in lieu of  foreclosure  with respect to the Land, a  foreclosure  of the
Land and/or the exercise by Lender of any of its rights under any Loan Document.
Except  as  otherwise  provided  herein,  this  Indemnity  shall be  continuing,
irrevocable and binding on each of the Indemnitors,  jointly and severally,  and
their  respective  successors  and  assigns,  and shall  inure to the benefit of
Lender  and  Indemnitor's   obligations  hereunder  may  not  be  assigned.  The
dissolution  of an  Indemnitor  shall  not  affect  this  Indemnity  or  any  of
Indemnitors' obligations hereunder.

4.     Controlling Provisions.

       The  provisions  of this  Indemnity  shall  govern and  control  over any
inconsistent   provision  of  any  other  Loan  Document,   including,   without
limitation,  Paragraph 10 of the Note and any other  exculpatory or non-recourse
provisions contained in any Loan Document relative to the Indemnitors' liability
hereunder.

5.     Waivers.

       Each  Indemnitor   hereby  waives  notice  of  the  following  events  or
occurrences:  (a) Lender's  acceptance of this Indemnity;  (b) any  Indemnitor's
heretofore,  now or at any  time or  times  hereafter,  granting  to  Lender  of
security interests,  liens or encumbrances in any of such Indemnitor's assets or
Lender's  heretofore,  now or from time to time hereafter  obtaining,  amending,
substituting for,  releasing,  waiving or modifying any such security interests,
liens or  encumbrances;  (c)  Lender's  heretofore,  now or at any time or times
hereafter,  obtaining, releasing, waiving or modifying the Mortgage or any other
lien or  encumbrance  in any other party's  assets given to Lender to secure the
Note or this  Indemnity;  (d) Lender's  heretofore,  now or at any time or times
hereafter,  amending  or  modifying  any of the Loan  Documents  other than this
Indemnity; and (e) presentment, demand, notices of default, non-payment, partial
payment  and  protest,  and all  other  notices  or  formalities  to  which  any
Indemnitor  may be entitled  except as  otherwise  provided  herein.  Indemnitor
agrees that Lender heretofore, now or at any time or times hereafter, may do any
or all of the  foregoing  in such  manner,  upon such terms and at such times as
Lender, in its sole discretion,  deems advisable,  without in any way, manner or
respect  impairing,   affecting,  reducing  or  releasing  Indemnitor  from  its
obligations  hereunder  and  Indemnitor  hereby  consents to each and all of the
foregoing events or occurrences.


                                      -5-
<PAGE>


6.     Notice.

       Any notice to any Principal provided for herein shall be given by sending
such notice by Federal Express or any other overnight  carrier addressed to such
Principal at such  Principal's  address stated above or at such other address as
such Principal may designate by notice to Lender,  Borrower as provided  herein.
Any notice  provided  for herein shall be deemed to have been given to Principal
on the first  business  day  following  such  sending in the  manner  designated
herein.  Any  notice to  Borrower  or Lender  shall be given as set forth in the
Mortgage.

7.     Governing Law.

       This Indemnity  shall be governed by, and shall be construed and enforced
in accordance  with, the internal laws of the State of Illinois,  without regard
to conflicts of laws principles.

8.     Jury Trial Waiver.

       EACH  INDEMNITOR AND LENDER BY ITS ACCEPTANCE OF THIS  INDEMNITY,  HEREBY
WAIVES  THEIR  RESPECTIVE  RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON, OR ARISING OUT OF THIS INDEMNITY AND THE OTHER LOAN DOCUMENTS.  EACH
INDEMNITOR AND LENDER  ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL  INDUCEMENT TO
ENTER  INTO A  BUSINESS  RELATIONSHIP,  THAT EACH HAS  RELIED ON THIS  WAIVER IN
ENTERING  INTO THIS  INDEMNITY  AND THE OTHER LOAN  DOCUMENTS AND THAT EACH WILL
CONTINUE  TO RELY  ON  THIS  WAIVER  IN  THEIR  RELATED  FUTURE  DEALINGS.  EACH
INDEMNITOR  AND LENDER  REPRESENT AND WARRANT THAT EACH HAD THE  OPPORTUNITY  TO
REVIEW THIS JURY  WAIVER WITH ITS LEGAL  COUNSEL,  AND THAT EACH  KNOWINGLY  AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

9.     Severability.

       The invalidity,  illegality or  unenforceability of any provision of this
Indemnity shall not affect or impair the validity, legality or enforceability of
the remainder of this Indemnity and the other Loan  Documents,  and to this end,
the  provisions  of this  Indemnity  and the other Loan  Documents  are declared
severable.

10.    Binding Effect.

       This Indemnity shall be binding on the parties hereto,  their successors,
assigns,  heirs and legal  representatives  and all other  persons  claiming by,
through or under  them,  but shall not apply for the  benefit of any third party
purchaser (other than an affiliate of Lender) at a foreclosure sale or any other
third party (but  Indemnitors  shall not be  relieved of any of the  obligations
hereunder by any such assignment or succession).

11.    Termination of Principal's Liability.



                                      -6-
<PAGE>



       Notwithstanding  anything in this  Indemnity or in the Loan  Documents to
the contrary,  Principal's liability hereunder, including for any Liabilities to
Indemnified Party, shall terminate if (a) Robert F. Gossett, Jr. shall no longer
be a general partner of Corporate Realty Income Fund I, L.P. and (b) a successor
general partner or another individual or entity acceptable to Lender in Lender's
reasonable discretion agrees to assume all of Principal's liabilities hereunder.

       IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this  Hazardous
Substance Indemnification Agreement as of the date first written above.

                                   BORROWER:

                                   475 FIFTH  AVENUE  LIMITED  PARTNERSHIP,
                                   a  Delaware limited partnership

                                   By:   475  Fifth-GP,  Inc.,  a  Delaware
                                         corporation, its sole general partner

                                         By: _____________________________
                                         Name: ___________________________
                                         Its: ____________________________


                                   PRINCIPAL:

                                   ________________________________
                                   Name: Robert F. Gossett, Jr.



                                      -7-
<PAGE>


STATE OF ____________    )
                         ) SS
COUNTY OF __________     )

       I, ____________________________,  a Notary Public in and for said County,
in the State  aforesaid,  DO HEREBY  CERTIFY,  that____________,  the __________
president of 475 Fifth_GP,  Inc., a Delaware corporation  ("Corporate G.P.") and
the general partner in 475 Fifth Avenue Limited Partnership,  a Delaware limited
partnership,  who is personally  known to me to be the same person whose name is
subscribed to the foregoing  instrument as such officer in such Corporate  G.P.,
appeared before me this day in person and acknowledged  that (he/she) signed and
delivered the said  instrument  as (his/her) own free and voluntary  act, as the
free and voluntary act of Corporate  G.P.,  and as the free and voluntary act of
said limited partnership, for the uses and purposes therein set forth.

       GIVEN under my hand and Notarial  Seal this ____ day of  _______________,
1999.


                                             ------------------------------
                                                            Notary Public

My Commission Expires:

---------------------



STATE OF __________        )
                           )  SS
 COUNTY OF _________       )


       On this ____ day of  ______________,  1999, before me, a Notary Public in
and for the State of ___________,  personally  appeared Robert F. Gossett,  Jr.,
who  executed  the  within  and  foregoing  instrument,  and  acknowledged  said
instrument  to be his free and  voluntary act and deed for the uses and purposes
therein mentioned.

       IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.



                                        NOTARY PUBLIC in and for the State
                                        of


                                        My commission expires:



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