Exhibit
      10.118




**OPERATING
      AGREEMENT**




**OF**




**NKFGMS
      OWNERS, LLC**




This
      Operating Agreement of **NKFGMS
      Owners, LLC** ,
      a
      limited liability company organized pursuant to the Act, is entered into and
      shall be effective as of the Effective Date, by and among the Company and
      Members (as such terms are hereinafter defined below).




**ARTICLE
      I**




**DEFINITIONS**




For
      purposes of this Agreement (as defined below), unless the context clearly
      indicates otherwise, the following terms shall have the following
      meanings:




1.1  ***“Act*** ”
shall
      mean the Delaware Limited Liability Company Act, 6 Del.C .
      Section
      18-101, *et.
      seq.* ,
      as it
      may be amended from time to time, and any successor to such
      statute.




1.2  ***“Active
      Member”*** is
      defined in Section 6.5(c).




1.3  ***“Affiliate”*** ,
      shall
      mean: (A) with respect to any Person (the ***“Subject
      Person”*** )
      other
      than the Mack-Cali Member, NKFFM or any Person referred to in (B) or (C) below,
      any: (i) direct or indirect shareholder, partner, member, employee,
      officer, director, manager, owner, or agent of, or (in the case where such
      Subject Person is a Member, any Manager appointed by) such Subject Person or,
      otherwise, any Person that has any direct or indirect (including, without
      limitation, voting) interest in, and/or any managerial control over, such
      Subject Person, or any other Person acting for or on behalf of such Subject
      Person; (ii) any member of the family of such Subject Person or any Person
      referred to in clause (i) above (within the meaning of Section 267(c)(4) of
      the
      Code, except that for this purpose, a legally adopted child of any individual
      shall be treated as a child of such individual by blood); (iii) Person that
      has
      any direct or indirect voting control (including by contractual arrangement)
      over such Subject Person or any Person referred to in clause (i) above;
      (iv) Person in which such Subject Person and/or any one or more of the
      Persons referred to in clauses (i) or (ii) above owns or possesses (including
      by
      contractual arrangement), directly or indirectly, any beneficial or voting
      interest; and (v) any of the heirs, executors, administrators, personal or
      legal representatives, successors and assigns of any or all of the foregoing
      Persons referred to in clauses (i) through (v) above, as well as any “Affiliate”
thereof; (B) with respect to the Mack-Cali Member, the Mack-Cali REIT, the
      Mack-Cali OP and any Organization that is, directly or indirectly,
      majority-owned and controlled by either the Mack-Cali REIT or the Mack-Cali
      OP;
      and (C) (i) with respect to NKFFM, Newmark and any Organization that
      or who is, directly or indirectly, majority-owned or controlled by Newmark
      or
      NKFFM or any one or more of the direct and/or indirect shareholders or
      beneficial owners of Newmark or NKFFM; except that (ii) for purposes of the
      definitions of "Potential Conflict Agreement", "Disinterested Member", "Ordinary
      Course Worker", "Third Party Agreement" and "Non-Permitted Agreement" (and
      those provisions hereunder where any of these definitions are used and/or
      applied), and for purposes of Sections 6.5(a) and (b) and 14.9
      hereunder, the term "Affiliate" shall mean with respect to NKFFM,
      any Person that is referred to in clause (i) or any Person who or that, directly
      or indirectly, owns or possesses any beneficial or voting interest in or to
      NKFFM, Newmark or any other Person referred to in clause (i).






1




1.4  ***“Aggregate
      Interest”*** is
      defined in Section 12.3.




1.5  ***“Agreement”*** shall
      mean this Limited Liability Company Operating Agreement including all amendments
      adopted in accordance with this Agreement and the Act.




1.6  ***“Assignee”*** shall
      mean a transferee of an Economic Interest who has not been admitted as a Member.




1.7  ***“At
      Large Manager”*** **** means,
      subject to Section 8.2, any Manager other than the NKFFM Managers or Mack-Cali
      Manager.




1.8  ***“Bankrupt
      Person”*** and ***“Bankruptcy
      of a Member”*** **** shall
      mean a Person who (a) makes an assignment for the benefit of creditors; (b)
      files a voluntary petition in bankruptcy; (c) is adjudicated as bankrupt or
      insolvent; (d) files a petition or answer seeking for himself any
      reorganization, arrangement, composition, readjustment, liquidation, dissolution
      or similar relief under any statute, law or regulation; (e) files an answer
      or
      other pleading admitting or failing to contest the material allegation of a
      petition filed against him in any proceeding of this nature; (f) seeks, consents
      to or acquiesces in the appointment of a trustee, receiver or liquidator of
      such
      Member or all or any substantial part of such Member’s property; or (g) 60 days
      after the commencement of any proceeding against such Member seeking
      reorgani-zation, arrangement, composition, readjustment, liquida-tion,
      dissolution or similar relief under any statute, law or regulation, the
      proceeding has not caused same to be dismissed, or if within 90 days after
      the
      appointment without his consent or acquiescence of a trustee, receiver or
      liquidator of such Member or of all or any substantial part of such Member’s
      properties, has not caused the appointment to be stayed or vacated, or within
      90
      days after the expiration of any stay has not caused the appointment to be
      vacated.




1.9  “ ***Book
      Value*** ”
shall
      mean the value to be determined by the Company’s Accountant in accordance with
      GAAP, subject to and in accordance with the following rules:




A.  Net
      Questionable Bad Debts and all components thereof shall in no way be considered
      assets or liabilities for the purpose of determining Book Value;




B.  Good
      Will
      (except for Good Will acquired in connection with the purchase by the Company
      of
      other businesses), franchises, trademarks and trade names shall in no way be
      considered assets for the purpose of determining the Book Value;




C.  The
      assets and liabilities of the Company shall be taken at the net figures at
      which
      they appear on the books of account; and






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D.  Book
      Value shall be updated by the Company’s Accountant to the last day of the month
      immediately preceding the date on which Book Value shall be
      calculated.




1.10  ***“Business
      Day”*** shall
      mean any day other than Saturday, Sunday or any legal holiday observed in the
      State of New Jersey.




1.11  ***“Business
      Plan”*** is
      defined in Section 7.4.




1.12  ***“Call
      Notice”*** is
      defined in Section 11.7(a).




1.13  ***“Call
      Period”*** is
      defined in Section 11.7(a).




1.14  ***“Call
      Price”*** is
      defined in Section 11.7(a).




1.15  “ ***Call
      Right*** ”
is
      defined in Section 11.7(a).




1.16  ***“Called
      Interest”*** is
      defined in Section 11.7(a).




1.17  ***“Capital
      Account”*** shall
      mean the account maintained for a Member or Assignee determined in accordance
      with Article VIII.




1.18  ***“Capital
      Contribution”*** shall
      mean, with respect to any Member, the amount of money (including liabilities
      of
      the Company assumed by such Member as provided in Section 1.704-1(b)(2)(iv)(c)
      of the Tax Regulations) and the Gross Asset Value of any Property contributed
      to
      the Company with respect to the Membership Interest held by such Member pursuant
      to the terms of this Agreement. The principal amount of a promissory note which
      is not readily traded on an established securities market and which is
      contributed to the Company by the maker of the note shall not be included in
      the
      Capital Account of any Member until the Company makes a taxable disposition
      of
      the note or until (and to the extent) principal payments are made on the note,
      all in accordance with Section 1.704-1(b)(2)(iv)(d)(2) of the Tax
      Regulations.




1.19  ***“Certificate”*** shall
      mean the Certificate of Formation of the Company, as amended from time to time,
      and filed with the Secretary of State of the State of Delaware.




1.20  ***“Certified
      Letter”*** is
      defined in Section 11.4(b).




1.21  ***“Company”*** shall
      mean NKFGMS Owners, LLC, a limited liability company formed under the laws
      of
      the State of Delaware, and any successor limited liability company.




1.22  ***“Company’s
      Accountant”*** shall
      mean initially PricewaterhouseCoopers (or its successor firm of certified public
      accountants) or such other firm of certified public accountants selected by
      the
      Managers that is registered with The Public Company Accounting Oversight Board; provided , however ,
      in the
      event that Mack-Cali REIT has terminated (and/or thereafter re-engaged)
      PricewaterhouseCoopers (or its successor firm of certified public accountants)
      as the Mack-Cali REIT’s accountant, then, at the Mack-Cali Member’s sole
      election, the Company shall terminate (and/or, thereafter, re-engage)
      PricewaterhouseCoopers (or its successor firm of certified public accountants)
      as the “Company’s Accountant” for all purposes of this Agreement (or such one or
      more specific purposes as the Mack-Cali Member shall so determine).






3




1.23  ***“Company
      Subsidiary”*** shall
      mean each Organization in which the Company owns or holds any direct or indirect
      beneficial or other interest (including, without limitation, each Gale
      Subsidiary).




1.24  “ ***Contribution
      Agreement”*** shall
      mean that certain Membership Interest Purchase and Contribution Agreement dated
      as of December 28, 2006 by and among the Company, the Mack-Cali Member, NKFFM,
      Panzer, Marlow, Mack-Cali OP and Newmark.




1.25  ***“Depreciation”*** shall
      mean for each Fiscal Year or other period, an amount equal to the depreciation,
      amortization, or other cost recovery deduction allowable with respect to an
      asset for such year or other period, except that if the Gross Asset Value of
      an
      asset differs from its adjusted basis for federal income tax purposes at the
      beginning of such Fiscal Year or other period, Depreciation shall be an amount
      which bears the same ratio to such beginning Gross Asset Value as the federal
      income tax depreciation, amortization, or other cost recovery deduction for
      such
      year or other period bears to such beginning adjusted tax basis; provided,
      however, that if the federal income tax depreciation, amortization, or other
      cost recovery deduction for such year is zero, Depreciation shall be determined
      with reference to such beginning Gross Asset Value using any reasonable method
      selected by a Majority of the Managers.




1.26  ***“Disability”*** or ***“Disabled”*** means,
      with respect to any natural Person, when such Person is deemed disabled under
      the terms of any disability insurance policy covering him or her, if any,
      evidenced by the written certification of a licensed physician approved by
      any
      disability insurance carrier having issued a policy covering him or her. If
      there is (a) no such policy; (b) either no definition of “disability” applicable
      under any policies of disability insurance or if there is a conflict of the
      definition of disability between two or more different policies; or (c) a
      disagreement among the parties regarding a physician’s determination regarding
      the such Person’s disability, then the Company shall have such Person examined
      by a licensed medical doctor designated by the Company at the Company’s sole
      expense for the purpose of determining such disability within the terms of
      this
      Agreement. If such Person or his/her duly appointed representative disputes
      the
      findings and conclusions of the doctor chosen by the Company, such Person shall
      be examined by a licensed medical doctor of his or her choice or the choice
      of
      his or her duly appointed representative, at his or her sole expense. If the
      findings and conclusions of both doctors do not agree on whether such Person
      is,
      in fact, disabled within the terms of this Agreement, such Person shall be
      examined by a third medical doctor mutually agreeable to such Person or his
      or
      her duly appointed representative and a Majority of the Members (other than
      such
      Person, in the case where such Person or any of his or her Affiliates is the
      Person who is the subject of such examination), the expense of which shall
      be
      equally borne by such Person and the Company whose determination as to such
      Person’s disability shall be final and conclusive.




1.27  ***“Disabled
      Member”*** is
      defined in Section 13.1.






4




1.28  ***“Disinterested
      Member”*** shall
      mean, with respect to any Potential Conflict Agreement, activity, transaction
      or
      loan (as applicable), any Member (including any of whose Affiliates) who or
      that: (i) is not a party to such agreement, activity, transaction or loan;
      and/or (ii) does not derive any benefit, or have any beneficial or other
      economic interest, in any such agreement, activity, transaction or loan (other
      than by reason of such Member being a member of the Company).




1.29  ***“Disposition
      (Dispose)”*** shall
      mean any sale, assignment, exchange, mortgage, pledge, grant, hypothecation,
      gift, redemption, issuance of new equity, or other transfer or disposition,
      absolute or as security or encumbrance (including dispositions by operation
      of
      law) and shall include, without limitation, as regard to any Member, any sale,
      assignment, exchange, mortgage, pledge, grant, hypothecation, gift, redemption,
      issuance of new equity in, or other transfer or disposition, absolute or as
      security or encumbrance (including dispositions by operation of law of any
      direct or indirect interest in any Member or any holder of any Economic
      Interest).




1.30  ***“Dissociation
      (including Dissociate, Dissociative and Dissociated)”*** shall
      mean any action or event which causes a Person to cease to be a Member as
      described in Article XII hereof.




1.31  ***“Dissociation
      Purchase Price”*** is
      defined in Section 12.3(a).




1.32  ***“Dissolution
      Event”*** shall
      mean an event, the occurrence of which will result in the dissolution of the
      Company under Article XIV.




1.33  ***“Distribution”*** shall
      mean any money or title to any Property which the Company transfers or
      distributes to a Member or Assignee on account of a Membership Interest or
      Economic Interest (as the case may be) as described in Article IX.




1.34  *“* ***Economic
      Interest*** *”* shall
      mean a Member or Assignee’s right to Distributions (liquidating or otherwise)
      and allocations of the profits, losses, gains, deductions, and credits of the
      Company in accordance with such Member’s or Assignee’s Sharing
      Ratio.




1.35  ***“Effective
      Date”*** shall
      mean December 28, 2006.




1.36  ***“Eligible
      Assignee”*** means,
      with respect to any Person, at any date, (i) any Organization in which such
      Person owns, directly, more than 80% of the voting power and more than 80%
      of
      the beneficial ownership interests (and, in the case of an Organization that
      is
      a partnership or limited liability company, such Person is the sole general
      partner or sole managing member of such Organization and owns, directly, more
      that 80% of both the capital and profits interests in such Organization) on
      such
      date; and (ii) in the case where such Disposition is the result of the death
      of
      an individual Non-Mack-Cali Member, the estate and then the heirs at law of
      such
      Member.




1.37  ***“Excepted
      Borrowings”*** is
      defined in Section 6.1(a)(ix).




1.38  ***“Exercising
      Member”*** is
      defined in Section 11.6(a).






5




1.39  ***“Existing
      Gale Worker”*** shall
      mean any employee, contractor, consultant, broker, or agent of any Gale Facility
      Subsidiary on the Effective Date.




1.40  ***“Facilities
      Management Activity”*** shall
      mean the management and operation on behalf of corporations, institutions and
      other users of properties or projects owned or leased by such corporations,
      institutions and other users where such properties or projects are occupied
      solely by the employing corporation, institution or user and used by it as
      a
      headquarters or in the conduct of its operations. Such properties and projects
      may include, but not be limited to, office, industrial and retail components,
      but shall not include the Mack-Cali REIT or the Mack-Cali OP with respect to
      any
      of their properties and projects.




1.41  ***“Fees
      Payable”*** shall
      mean those fees payable arising from and allocable to the Indefinite Fees
      Receivable.




1.42  ***“Fiscal
      Year”*** shall
      mean the twelve-month calendar period of January 1 through December 31, except
      in the case of the first Fiscal Year or Year when the period commences on the
      Effective Date and the last Fiscal Year or Year when the period ends pursuant
      to
      the Dissolution Event.




1.43  ***“Four
      Percent Interest”*** is
      defined in Section 11.12.




1.44  ***“GAAP”*** shall
      mean generally accepted accounting principles generally in use in the United
      States of America.




1.45  ***“Gale
      Facility”*** shall
      mean Gale Global Facility Services, L.L.C., a Delaware limited liability
      company.




1.46  ***“Gale
      GMBH”*** shall
      mean Gale Global Facility Services GmbH, a German Company.




1.47  ***“Gale
      Subsidiaries”*** shall
      mean and include: (a) Gale Facility; (b) The Gale Puerto Rico Company, Inc.,
      a
      Puerto Rico limited liability company; (c) Gale UK; (d) Gale GmbH; (e) GFS
      Landscaping Services, LLC, a Delaware limited liability company; (f) GFS
      Janitorial Services, LLC, a Delaware limited liability company; (g) GFS
      Mechanical Services, LLC, a Delaware limited liability company; and (h) GFS
      Self-Performing Services, LLC, a Delaware limited liability company, and each
      of
      which, a *“Gale
      Subsidiary”* ,
      as the
      name of each of which shall be changed. Each Gale Subsidiary (other than the
      Gale Facility and other than Gale GmbH which is wholly-owned by Gale UK) is
      wholly owned and controlled by Gale Facility.




1.48  ***“Gale
      UK”*** shall
      mean Gale Global Facility Services Limited, a United Kingdom company.




1.49  ***“Goodwill”*** shall
      mean the value of the Company’s intangible assets, other than franchises,
      trademarks and trade names.




1.50  ***“Gross
      Asset Value”*** shall
      mean, with respect to any asset, the asset’s adjusted basis for federal income
      tax purposes, except as follows:






6




(a)  The
      initial Gross Asset Value of any asset contributed by a Member to the Company
      shall be the Book Value of such asset;




(b)  The
      Gross
      Asset Value of all Company assets shall be adjusted to equal their respective
      fair market value (taking into account Section 7701(g) of the Code), as
      determined by Managers as of the following times: (i) the acquisition of an
      additional Membership Interest by any new or existing Member in exchange for
      more than a de minimis Capital Contribution; (ii) the distribution by the
      Company to a Member or Assignee of more than a de minimis amount of Property
      as
      consideration for Membership Interest; and (iii) the liquidation of the Company
      within the meaning of Section 1.704-1 (b)(2) (ii)(g) of the Tax Regulations;
      provided however, that adjustments pursuant to clauses (a) and (b) above shall
      be made only if a Majority of the Managers reasonably determine that such
      adjustments are necessary or appropriate to reflect the relative economic
      interests of the Members or Assignees in the Company;




(c)  The
      Gross
      Asset Value of the Company assets distributed to any Member or Assignee shall
      be
      adjusted to equal the gross fair market value of each asset on the date of
      distribution as determined by the Managers;




(d)  The
      Gross
      Asset Value of the Company assets shall be increased (or decreased) to reflect
      any adjustments to the adjusted basis of such assets pursuant to Code Section
      734(b) or Code Section 743 (b), but only to the extent that such adjustments
      are
      taken into account in determining Capital Accounts pursuant to Section 1.704-1
      (b) (2) (iv) (m) of the Tax Regulations and Section 9.4 hereof; provided,
      however, that Gross Asset Value shall not be adjusted pursuant to this clause
      (d) to the extent a Majority of the Managers determine that an adjustment
      pursuant to clause (b) hereof is necessary or appropriate in connection with
      a
      transaction that would otherwise result in an adjustment pursuant to this clause
      (d); and




(e)  If
      the
      Gross Asset Value of an asset has been determined or adjusted pursuant to clause
      (a), clause (b), clause (c) or clause (d) hereof, such Gross Asset Value shall
      thereafter be adjusted by the Depreciation taken into account with respect
      to
      such asset for purposes of computing Profits and Losses.




1.51  ***“Indefinite
      Fees Receivable”*** shall
      mean those fees receivable reasonably believed by Managers to be uncollectible
      or susceptible to untimely payment in excess of that regarded as
      common.




1.52  “ ***Loan
      Repayment”*** shall
      mean the payment of the Newmark Loans as more fully described in Section (a)
      of
      the Newmark Agreement.




1.53  ***“Loss
      of Management Rights”*** is
      defined in Section 8.2(a).




1.54  ***“Mack-Cali
      Loan”*** means
      the $900,000 of additional capital that the Mack-Cali Member and/or one or
      more
      of its Affiliates shall loan to the Company pursuant to, and in accordance
      with,
      this Agreement and the Newmark Agreement.




1.55  ***“Mack-Cali
      Manager”*** is
      defined in Section 7.1.






7




1.56  “ ***Mack-Cali
      Member*** ”
shall
      mean The Gale Construction Services Company, L.L.C., a Delaware limited
      liability company.




1.57  ***“Mack-Cali
      OP”*** shall
      mean Mack-Cali Realty, L.P., a Delaware limited partnership.




1.58  ***“Mack-Cali
      REIT”*** shall
      mean Mack-Cali Realty Corporation, a Maryland corporation.




1.59  ***“Mack-Cali
      Tag-Along Interest”*** ** is
      defined in Section 11.5(b).




1.60  ***“Mack-Cali
      Tag-Along Notice”*** is
      defined in Section 11.5(b).




1.61  ***“Mack-Cali
      Tag-Along Price”*** is
      defined in Section 11.5(a).




1.62  ***“Mack-Cali
      Tag-Along Right”*** is
      defined in Section 11.5(a).




1.63  ***“Major
      Decision Notice”*** is
      defined in Section 6.1(b).




1.64  ***“Majority”*** shall
      mean, with respect to the Members, whenever the Members are entitled to vote
      on,
      or approve or consent to, any matter under the Act or this Agreement, or any
      matter is required or allowed to be approved by a Majority of the Members under
      the Act or this Agreement, such matter shall be considered approved or consented
      to upon the receipt of the affirmative approval or consent, either in writing
      or
      at a meeting of the Members, where more than 50% of the aggregate Sharing Ratios
      of those Members entitled to vote pursuant to this Agreement (except as
      otherwise set forth herein) consent to or approve of such particular matter.
      In
      the case of a Member who has Disposed of any portion of that Member’s Economic
      Interest to an Assignee in a Disposition that is not a Permitted Disposition,
      the Assignee shall not be permitted to vote, grant approval of or consent to
      any
      matter that may arise pursuant to this Agreement and such Assignee’s Economic
      Interest shall be excluded from determining whether the requisite Majority
      has
      been obtained. Majority shall mean, with respect to the Managers, whenever
      the
      Managers are entitled to vote on, or approve or consent to, any matter under
      the
      Act or this Agreement, or any matter is required or allowed to be approved
      by a
      Majority of the Managers under the Act or this Agreement, such matter shall
      be
      considered approved or consented to upon the receipt of the affirmative approval
      or consent, either in writing or at a meeting of the Managers, where at least
      a
      majority of the number of Managers entitled to vote pursuant to this Agreement
      consent to or approve of such particular matter.




1.65  ***“Management
      Right”*** shall
      mean the right of a Member to participate in the management of the Company,
      to
      vote on any matter, and to grant or to withhold consent or approval of actions
      of the Company.




1.66  ***“Manager”*** is
      defined in Section 7.1 hereof.




1.67  “ ***Marlow*** ”
shall
      mean Ian Marlow.






8




1.68  *“* ***Marlow
      Employment Agreement*** *”* means
      the Employment Agreement, dated the date hereof, between Newmark Knight Frank
      Global Management Services, LLC and Marlow.




1.69  ***“Marlow/Panzer
      Notice”*** is
      defined in Section 11.6(b). hereof. ******




1.70  ***“Marlow/Panzer
      Purchase”*** is
      defined in Section 11.6(b) hereof.




1.71  ***“MC
      Change of Control Event”*** is
      defined in Section 6.5 hereof.




1.72  ***“Members”*** shall
      mean initially, NKFFM, the Mack-Cali Member, Panzer and Marlow.




1.73  ***“Members
      Tax Amount*** shall
      have the same meaning as defined in Section 9.7(c).




1.74  ***“Membership
      Interest”*** shall
      mean the rights of a Member (a) to Economic Interests, and, (b) to the extent
      permitted by this Agreement, to possess and exercise Management Rights as set
      forth in Section 6.1 hereof.




1.75  ***“Minimum
      Price”*** is
      defined in Section 11.6(a).




1.76  ***“Net
      Cash Flow”*** shall
      mean all cash receipts of the Company and each Company Subsidiary during such
      period (other than Capital Contributions or the proceeds of any Newmark Loan,
      Third Party Loan or any other loan or advance made to or for the benefit of
      the
      Company or any Company Subsidiary, except that any such proceeds shall be
      treated as “Net Cash Flow” to the extent such proceeds are distributed, or set
      aside as reserves for distribution, of Tax Distributions), decreased by (a)
      Operating Expenses paid during such period, (b) capital expenditures made during
      such period, to the extent not made from reserves, (c) reserves for
      contingencies and working capital, established during such period in such
      amounts as the Managers shall reasonably determine, (d) third party debt service
      payments made during such period, and (e) taxes. “Net Cash Flow” shall not be
      reduced by Depreciation, non-cash items or other similar allowances, but shall
      be increased by any reductions or reserves previously established.




1.77  ***“Net
      Questionable Bad Debts”*** shall
      be
      determined by the Managers, by preparing and delivering a list of Indefinite
      Fees Receivable, and by setting forth a list of Fees Payable. Such list made
      by
      Managers shall be deemed correct, absent demonstrative error.




1.78  “ ***Newmark”*** shall
      mean Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank, a New
      York corporation.




1.79  ***“Newmark
      Agreement”*** shall
      mean the Loan, Sale and Services Agreement between Newmark, Mack-Cali OP and
      the
      Company dated the same as and entered into simultaneously with this
      Agreement.




1.80  ***“Newmark
      Business”*** shall
      mean the business, operations, assets and liabilities of Newmark and its
      Affiliates, taken as a whole.






9




1.81  ***“Newmark
      Loan”*** shall
      mean the $1.5 million of additional capital that Newmark shall loan to the
      Company pursuant to, and in accordance with, this Agreement and the Newmark
      Agreement.




1.82  ***“Newmark
      Office”*** shall
      mean the principal office of Newmark, which is currently 125 Park Avenue, New
      York, New York and which may be changed from time to time upon notice to the
      Members.




1.83  ***“NKFFM”*** shall
      mean NKFFM Limited Liability Company, a New Jersey limited liability
      company.




1.84  ***“NKFFM
      Change of Control Event”*** shall
      mean the consummation, whether directly or indirectly, of any merger,
      consolidation, business combination, sale, disposition, offering (whether of
      stock, membership interests and/or other debt or equity securities) and/or
      other
      transactions (or one or more, or a series of, transactions), whereby direct
      or
      indirect control of the Newmark Business (and/or a substantial portion thereof)
      and/or at least fifty percent (50%) of the direct or indirect beneficial
      ownership/equity interest in the Newmark Business (however effectuated,
      including by reason of direct or indirect transfers of assets or ownership
      and/or voting interests in one or more of the Organizations comprising the
      Newmark Business) is acquired and/or owned by Persons who (or whose Affiliates)
      did not own or control the Newmark Business (or a substantial portion thereof)
      on and as of the Effective Date, and a “NKFFM Change of Control Event” shall
      occur for purposes of this Agreement at such time the foregoing thresholds
      are
      met.




1.85  ***“NKFFM
      Drag-Along Event”*** shall
      mean upon a NKFFM Change of Control Event, and for a period ending upon the
      earlier to occur of (i) 180 days thereafter or (ii) the expiration of the next
      following Put Period.




1.86  ***“NKFFM
      Drag-Along Notice”*** is
      defined in Section 11.4(b).




1.87  ***“NKFFM
      Drag-Along Price”*** is
      defined in Section 11.4(a).




1.88  ***“NKFFM
      Drag-Along Right”*** is
      defined in Section 11.4(a).




1.89  ***“NKFFM
      Manager”*** is
      defined in Section 7.1.




1.90  ***“Non-Exercising
      Member”*** is
      defined in Section 11.6(a).




1.91  ***“Non-Mack-CaIi
      Member*** ”
shall
      mean any Member other than Mack-Cali Member.




1.92  ***“Non-Paying
      Member”*** **** is
      defined in Section 8.2(b).




1.93  ***“Notice”*** **** is
      defined in Section 8.2(a).




1.94  ***“Notice
      of Disagreement”*** **** is
      defined in Section 12.4.






10




1.95  ***“Operating
      Expenses”*** shall
      mean all of the Company’s and Company Subsidiaries’ expenses and costs from
      operations, excluding: (a) debt interest, (b) Depreciation, non-cash items
      and
      other similar allowances, and (c) the Loan Repayment and any debt
      repayment.




1.96  ***“Ordinary
      Course Worker”*** shall
      mean any employee, contractor, consultant, broker or agent hired or engaged
      by
      the Company or any Company Subsidiary on an “at-will” basis in the ordinary
      course of the Company’s or Company Subsidiary’s business and for an arms-length
      compensation and other terms, and who: (A) is not an Affiliate or employee,
      contractor, consultant, broker or agent of Newmark, NKFFM or any of their
      Affiliates, and (B) can be fired or terminated (and/or whose services can be
      terminated) at any time and for any reason (or for no reason), subject only
      to
      any applicable anti-discrimination laws, and without penalty or payment (other
      than for unpaid past services only).




1.97  ***“Organization”*** shall
      mean any Person other than an individual, joint tenancy or tenancy by the
      entirety.




1.98  “ ***Panzer*** ”
shall
      mean Scott M. Panzer.




1.99  ***“Paying
      Members”*** **** is
      defined in Section 8.2(b).




1.100  ***“Permitted
      Disposition”*** shall
      mean, with respect to the Mack-Cali Member, any (a) Disposition of, or
      involving, any partnership, limited liability company, stock or other equity,
      beneficial or debt interest in or with respect to any Affiliate of the Mack-Cali
      Member (including, without limitation, any such Disposition that the Mack-Cali
      REIT determines to be necessary or desirable in order to enable the Mack-Cali
      REIT to continue to qualify as a REIT); (b) any merger or consolidation of
      any
      Affiliate of the Mack-Cali Member with or into any other Organization
      (regardless of whether such Affiliate is the surviving entity), or (c) the
      sale,
      transfer or disposition of all or substantially all of the assets of the
      Mack-Cali REIT and/or Mack-Cali OP. With respect to any Membership Interest
      and/or Economic Interest (and/or any portion thereof or interest therein) of
      a
      Non Mack-Cali Member, (a) any Disposition of all or any portion of such interest
      to an Eligible Assignee, which Disposition may be made without the approval
      of
      any Manager or Member; or (b) in the case of a voluntary or involuntary, partial
      or full Dissociation event, if such Disposition is: (i) to the Company and
      such
      Disposition is approved by the prior written consent of a Supermajority of
      the
      Members, or (ii) to another Member. A “Permitted Disposition” shall also include
      any purchase, sale or transfer of a Membership Interest or Economic Interest
      pursuant to Sections 11.4, 11.5, 11.6, 11.7 and 11.12, but only if said
      purchase, sale or transfer is undertaken in accordance with, and in compliance
      with, all of the applicable provisions of said Sections and, also, as regard
      to
      the Mack-Cali Member or NKFFM (or any of their successors) any Disposition
      resulting from a Dissociation event described in Section 12.1(e) or (f).




1.101  ***“Person”*** shall
      mean an individual, trust, estate, corporation (including, without limitation,
      nonprofit and not-for-profit corporations), partnership (general or limited),
      joint venture, business trust, limited liability company, unincorporated
      association or other entity.






11




1.102  ***“Potential
      Conflict Agreement”*** shall
      mean any agreement or arrangement to which the Company and/or one or more
      Company Subsidiaries, on the one hand, and a Member and/or one or more of its
      or
      his Affiliates, on the other hand, are parties (and which shall include the
      application of Section 14.7).




1.103  ***“Pre-Closing
      Disability”*** is
      defined in Section 13.2.




1.104  “ ***Principal
      Office”*** shall
      mean the Principal Office of the Company set forth in Section 2.6.




1.105  ***“Proceeding”*** shall
      mean any administrative, judicial, or other adversary proceeding, including
      without limitation litigation, arbitration, administrative adjudication,
      mediation, and appeal or review of any of the foregoing.




1.106  ***“Property”*** shall
      mean any property, real or personal, tangible or intangible, including any
      legal
      or equitable interest in such property of the Company and any Company Subsidiary
      (and the beneficial and other ownership interest therein), but excluding
      services and promises to perform services in the future.




1.107  ***“Property
      Management Activity”*** shall
      mean the management and operation on behalf of building owners or lessees of
      multi-tenanted and non-owner occupied single-tenanted office, office-flex or
      industrial properties or projects.




1.108  ***“Proponent
      Member”*** is
      defined in Section 6.1(b).




1.109  ***“Put
      Notice”*** is
      defined in Section 11.6(a).




1.110  ***“Put
      Offer”*** is
      defined in Section 11.6(a).




1.111  ***“Put
      Period”*** shall
      mean the period beginning on the first day of the first full month following
      the
      third anniversary of the Effective Date and through the 15 th day of
      such month and, thereafter, on the first day of each succeeding 6 th month
      thereafter through the 15 th day of
      such month.




1.112  ***“Put
      Response Notice”*** is
      defined in Section 11.6(b).




1.113  ***“Put
      Response Period”*** is
      defined in Section 11.6(b).




1.114  ***“Regulatory
      Allocations”*** is
      defined in Section 9.5.




1.115  ***“REIT*** ”
shall
      mean a “real estate investment trust” within the meaning of Sections 856 *et.
      seq.* of
      the
      Code.




1.116  ***“Representatives”*** is
      defined in Section 6.5.




1.117  ***“Request
      Period”*** **** is
      defined in Section 8.2(a).




1.118  ***“Response
      Notice”*** is
      defined in Section 6.1(b).






12




1.119  ***“Response
      Period”*** is
      defined in Section 6.1(b).




1.120  ***“Restricted
      Area”*** is
      defined in Section 6.5(c).




1.121  ***“Sale
      Interest”*** is
      defined in Section 11.6(a).




1.122  ***“Schedule
      A”*** shall
      mean Schedule A to this Agreement setting forth the name, address, Membership
      Interest and Sharing Ratio of each Member, initially and as amended from time
      to
      time.




1.123  ***“Sharing
      Ratio”*** shall
      mean with respect to any Member, as of any date, the ratio (expressed as a
      percentage) that (i) such Member’s Capital Contributions bears to (ii) the
      aggregate Capital Contributions of all Members, or such other ratio as shall
      be
      agreed upon by all Members from time to time. The Membership Interest and
      Sharing Ratio of each Member is set forth in Schedule
      A attached
      hereto, and Schedule
      A shall be
      amended as necessary to conform to any changes thereof agreed to by the Members
      in accordance with Article XI hereof. In the event all or any portion of a
      Membership Interest or Economic Interest is transferred or assigned in
      accordance with the terms of this Agreement, the transferee or assignee shall
      succeed to the Membership Interest or Economic Interest, as applicable, and
      Sharing Ratio of the transferor or assignor to the extent it relates to the
      transferred Membership Interest or Economic Interest.




1.124  ***“Supermajority”*** shall
      mean, with respect to the Members, whenever the Members are entitled to vote
      on,
      or approve of or consent to, any matter under this Agreement, or any matter
      is
      required or allowed to be approved by a Supermajority of the Members under
      this
      Agreement, such matter shall be considered approved or consented to upon the
      receipt of the affirmative approval or consent, either in writing or at a
      meeting of the Members, where at least 80% of the aggregate Sharing Ratios
      of
      those Members entitled to vote pursuant to this Agreement (except as otherwise
      set forth herein), consent to or approve of such particular matter. In the
      case
      of a Member who has Disposed of any portion of that Member’s Membership Interest
      and/or Economic Interest to an Assignee in a Disposition that is not a Permitted
      Disposition, the Assignee shall not be permitted to vote, grant approval of
      or
      consent to any matter that may arise pursuant to this Agreement and such
      Assignee’s Economic Interest shall be excluded from determining whether the
      requisite Supermajority has been obtained.




1.125  ***“Tax
      Characterization and Additional Tax Terms”*** .
      The
      following terms shall have the following meanings (and, for this purpose, all
      references herein to “Partner”, “Partners” and “Partnership” in this Agreement
      shall be deemed to refer to a “Member”, the “Members” and the “Company”,
      respectively):




(a)  ***“Adjusted
      Capital Account Deficit”*** shall
      mean, with respect to any Member, the deficit balance, if any, in such Member’s
      Capital Account as of the end of the relevant Fiscal Year, after giving effect
      to the following adjustments:




(i)  Credit
      to
      such Capital Account the minimum gain chargeback that such Member is deemed
      to
      be obligated to restore pursuant to the penultimate sentences of Sections
      1.704-2(g)(1) and 1.704-2(i)(5) of the Tax Regulations; and






13




(ii)  Debit
      to
      such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4),
      1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Tax
      Regulations.




The
      foregoing definition of Adjusted Capital Account Deficit is intended to comply
      with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Tax Regulations
      and
      shall be interpreted consistently therewith.




(b)  ***“Code”*** shall
      mean the Internal Revenue Code of 1986, as amended




(c)  ***“Nonrecourse
      Deductions”*** has the
      meaning set forth in Section 1.704-2(b)(1) of the Tax Regulations.




(d)  ***“Nonrecourse
      Liability”*** has the
      meaning set forth in Section 1.704-2(b)(3) of the Tax Regulations.




(e)  ***“Partner
      Nonrecourse Debt”*** has the
      meaning set forth in Section 1.704-2(b)(4) of the Tax Regulations.




(f)  ***“Partner
      Nonrecourse Debt Minimum Gain”*** means an
      amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership
      Minimum Gain that would result if such Partner Nonrecourse Debt were treated
      as
      a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3)
      of
      the Tax Regulations.




(g)  ***“Partner
      Nonrecourse Deductions”*** has the
      meaning set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Tax
      Regulations.




(h)  ***“Partnership
      Minimum Gain”*** has the
      meaning set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Tax
      Regulations.




(i)  ***“Profits
      and Losses”*** shall
      mean, for each Fiscal Year, an amount equal to the Company’s taxable income or
      loss for such Fiscal Year, determined in accordance with Section 703(a) of
      the
      Code (for this purpose, all items of income, gain, loss, or deduction required
      to be stated separately pursuant to Section 703(a)(1) of the Code shall be
      included in taxable income or loss), with the following
      adjustments:




(i)  Any
      income of the Company that is exempt from federal income tax and not otherwise
      taken into account in computing Profits or Losses pursuant to this Section
      1.113(i) shall be added to such taxable income or loss;




(ii)  Any
      expenditures of the Company described in Section 705(a)(2)(B) of the Code or
      treated as Section 705(a)(2)(B) expenditures pursuant to Section
      1.704-1(b)(2)(iv)(i) of the Tax Regulations, and not otherwise taken into
      account in computing Profits or Losses pursuant to this Section 1.113(i), shall
      be subtracted from such taxable income or loss;






14




(iii)  In
      the
      event the Gross Asset Value of any Company asset is adjusted, the amount of
      such
      adjustment shall be taken into account as gain or loss from the disposition
      of
      such asset for purposes of computing Profits or Losses;




(iv)  Gain
      or
      loss resulting from any disposition of Property with respect to which gain
      or
      loss is recognized for federal income tax purposes shall be computed by
      reference to the Gross Asset Value of the Property disposed of, notwithstanding
      that the adjusted tax basis for such Property differs from its Gross Asset
      Value;




(v)  In
      lieu
      of the depreciation, amortization and other cost recovery deductions taken
      into
      account in computing such taxable income or loss, there shall be taken into
      account Depreciation for such Fiscal Year;




(vi)  To
      the
      extent an adjustment to the adjusted tax basis of any Company asset pursuant
      to
      Code Section 734(b) is required, pursuant to Section 1.704-1(b)(2)(iv)(m)(4)
      of
      the Tax Regulations, to be taken into account in determining Capital Accounts
      as
      a result of a distribution, the amount of such adjustment shall be treated
      as an
      item of gain or loss from the disposition of such asset and taken into account
      for purposes of computing Profits and Losses;




(vii)  Notwithstanding
      any other provisions of this definition, any items which are specially allocated
      pursuant to Sections 9.4 or 9.5 herein shall not be taken into account in
      computing Profits or Losses; and




(viii)  The
      amounts of the items of Company income, gain, loss, or deduction available
      to be
      specially allocated pursuant to Sections 9.4 or 9.5 herein shall be determined
      by applying rules analogous to those set forth in clauses (i) through (vi)
      above.




(j)  ***“Tax
      Regulations*** ”
shall
      mean the federal income tax regulations promulgated by the United States
      Treasury Department under the Code as such regulations may be amended from
      time
      to time. All references herein to a specific section of the Tax Regulations
      shall be deemed also to refer to any corresponding provision of succeeding
      Tax
      Regulations.




1.126  ***“Tax
      Distributions”*** is
      defined in Section 9.7(c).




1.127  ***“Third
      Party Loans”*** **** shall
      have the same meaning as defined in Section 8.2.




1.128  ***“Third
      Party Agreement”*** shall
      mean any leasing, management, brokerage, employment or services agreement or
      arrangement entered into at arms length and in the ordinary course of the
      Company’s or any Company Subsidiary’s business and to which no Member nor any of
      its or his Affiliates is a party and with respect to which no Member nor any
      of
      its or his Affiliates can receive or derive any benefit.




1.129  ***“Trailing
      Company EBITDA”*** shall
      mean as of the last day of the calendar quarter immediately preceding the date
      of delivery of the Put Notice, Mack-Cali Tag-Along Notice or NKFFM Drag-Along
      Notice, as applicable, the aggregate earnings of the Company and all of its
      Company Subsidiaries for the three-year period ending on such day (or, if such
      day is less than three years from the Effective Date, then for the entire period
      beginning on the Effective Date and ending on such day), determined before
      deductions for interest (and debt service), taxes, depreciation, amortization
      and other non-cash charges, all as determined in accordance with
      GAAP.






15




1.130  *“* ***Transaction
      Documents*** ”
shall
      mean the Marlow Employment Agreement, Contribution Agreement, the Newmark
      Agreement, and the Assignment of Gale Global Membership Interest by the
      Mack-Cali Member to the Company, together with the Exhibits and Disclosure
      Schedule attached thereto.




1.131  ***Withheld
      Marlow Distributions”*** is
      defined in Section 11.12.




**ARTICLE
      II**




**FORMATION**




2.1  **Organization** .
      The
      Members hereby agree to form the Company as a Delaware limited liability company
      pursuant to the provisions of the Act under the name NKFGMS Owners, LLC for
      the
      purpose and scope set forth herein. Pursuant to the provisions of the Act,
      the
      formation of the Company shall be effective upon the execution hereof and the
      filing of the Certificate.




2.2  **Agreement** .
      For and
      in consideration of the mutual covenants herein contained and for other good
      and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Members executing this Agreement hereby agree to the terms
      and
      conditions of this Agreement, as it may from time to time be amended as set
      forth herein. It is the express intention of the Members that this Agreement
      and
      the Transaction Documents shall constitute the entire agreement between the
      Members, and, except to the extent a provision of this Agreement is expressly
      prohibited or void and ineffectual under the Act, this Agreement shall govern.
      To the extent any provision of this Agreement is prohibited or void and
      ineffectual under the Act, this Agreement shall be deemed to be amended to
      the
      least extent necessary in order to make this Agreement enforceable under the
      Act. In the event the Act is subsequently amended or interpreted in such a
      way
      to make any provision of this Agreement that was formerly invalid valid, such
      provision shall be considered to be valid and effective from the effective
      date
      of such interpretation or amendment.




2.3  **Name** .
      The
      name of the Company is **NKFGMS
      Owners, LLC** and all
      business of the Company and each Company Subsidiary shall be conducted under
      that name, except that with respect to each Gale Subsidiary, the business may
      continue to be conducted under the name (or names), and using the associated
      goodwill in said name (or names), that such business was being conducted as
      of
      immediately prior to the Effective Date and that each Gale Subsidiary shall
      be
      granted a non-exclusive, royalty-free license to continue to use such name
      (or
      names) and associated goodwill until the earlier of: (x) the dissolution of
      the
      Company and the winding up of its affairs (and all other reasonable incidental
      purposes in connection therewith) following a Dissolution Event pursuant to
      Article XIV hereof and the termination of this Agreement, or (y) such time
      when
      neither the Mack-Cali Member nor any of its Affiliates shall have any interest
      in the Company, following which time the license to use such name or names
      (and
      associated goodwill) shall automatically be terminated and all rights to such
      name and names (and associated goodwill) shall revert to the Mack-Cali Member.
      Under the Newmark Agreement (and as the Newmark Agreement shall so provide),
      Newmark has granted to the Company (although not to the Members) a
      non-exclusive, royalty-free license to use (and/or to have any Company
      Subsidiary use) the name “Newmark Knight Frank” and the associated good will in
      the name “Newmark Knight Frank” until the earlier of: (a) the dissolution of the
      Company and the winding up of its affairs (and all other reasonable incidental
      purposes in connection therewith) following a Dissolution Event pursuant to
      Article XIV hereof and the termination of this Agreement, or (b) such time
      when
      neither NKFFM nor any of its Affiliates shall have any interest in the Company,
      following which time the license to use the name “Newmark Knight Frank” (and
      associated goodwill) shall automatically be terminated and all rights to such
      name (and associated goodwill) shall revert to Newmark. On, or as soon as
      practicable following, the Effective Date, the Company shall cause a name change
      of Gale Facility to “Newmark Knight Frank Global Management Services,
      LLC”.






16




2.4  **Term** .
      The
      term of the Company shall commence on the date the Certificate is filed in
      accordance with the Act, and shall continue in perpetuity until the winding
      up
      and liquidation of the Company and its business is completed following a
      Dissolution Event, as provided in Section 14.1 of this Agreement.




2.5  **Registered
      Agent and Office** .
      The
      registered agent for the service of process and the registered office shall
      be
      that Person and location reflected in the Certificate. The Managers, may, from
      time to time, change the registered agent or office through appropriate filings
      with the Secretary of State of the State of Delaware. In the event the
      registered agent ceases to act as such for any reason or the registered office
      shall change, the Managers shall promptly designate a replacement registered
      agent or file a notice of change of address as the case may be. If the Managers
      shall fail to designate a replacement registered agent or change of address
      of
      the registered office, any Member may designate a replacement registered agent
      or file a notice of change of address.




2.6  **Principal
      Office** .
      The
      principal office of the Company shall be located at 10 Sylvan Way, Parsippany,
      New Jersey.




2.7  **Broker
      of Record.** The
      Company, as well as any one or more Company Subsidiaries, shall be licensed
      as a
      broker of record in New Jersey and in such one or more other jurisdictions
      where
      the Company and/or one or more Company Subsidiaries is required to be so
      licensed under the applicable law of any such jurisdiction. Panzer initially,
      and for no additional compensation, shall be the broker of record for the
      Company (and for any other Company Subsidiary that is required to be so
      licensed) in New Jersey and each other jurisdiction where such licensing is
      required under the applicable law of such jurisdiction, and shall be authorized
      to, and shall, perform such functions as required of broker of record in New
      Jersey and each such other jurisdiction.






17




**ARTICLE
      III**




**PURPOSE;
      NATURE OF BUSINESS**




3.1  **Purpose
      of Company** .
      The
      business purpose of the Company is to, either directly or through one or more
      Company Subsidiaries (a) provide facility and property management, construction,
      janitorial, landscaping, mechanical and related services; (b) acquire, invest
      in, purchase, own, hold, lease, finance, borrow, manage, maintain, operate,
      improve, upgrade, modify, exchange, assign, encumber, create security interests
      in, pledge, sell, transfer or otherwise dispose of, and in all respects
      otherwise deal in, all kinds of business and property, both real and personal
      solely for the purpose of facilitating the purpose set forth in (a) above;
      (c)
      establish, acquire, conduct and carry on any business suitable, necessary,
      useful or convenient in connection with the purpose set forth in (a) above;
      (d)
      engage in any lawful act or activity for which companies may be formed under
      the
      Act; and (e) engage in any and all business activities permitted under the
      laws of the State of Delaware. Subject to Section 6.1(a)(ii) and other
      applicable provisions hereunder, the Company shall have the authority to do
      all
      things necessary or convenient to accomplish its purpose and operate its
      business as described in this Article III. The authority granted to the Managers
      hereunder to bind the Company shall be limited to actions necessary or
      convenient to the business purpose of the Company.




3.2  **“Taxable
      REIT subsidiary”/Other REIT limitations** .
      Notwithstanding anything herein to the contrary, without the prior written
      consent of the Mack-Cali Member, neither the Company nor any Company Subsidiary
      shall, either individually or any one or more of them, (a) directly or
      indirectly operate or manage a lodging facility (within the meaning of Sections
      856(l)(4)(A) and 856(d)(9)(D)(ii) of the Code ) or a health care facility
      (within the meaning of Sections 856(l)(4)(B) and 856(e)(6)(D)(ii) of the Code);
      (b) directly or indirectly provide to any other Person (under a franchise,
      license, or otherwise) rights to any brand name under which any such lodging
      facility or health care facility is operated; or (c) do anything else that
      may
      not be done or undertaken (including, without limitation, whether under any
      provision of the Code or in any proposed, temporary or final Treasury
      Regulations, or as the Internal Revenue Service may hereafter determine, whether
      in a revenue ruling, revenue procedure, notice, announcement, technical advice
      memorandum, chief counsel memorandum, private letter ruling or any other written
      determination) by a “taxable REIT subsidiary” (within the meaning of Section
      856(l) of the Code); or (d) acquire, hold or own any equity or debt interest
      that would constitute a “security” or “securities” for purposes of applying
      Sections 856(c)(4)(B)(iii)(II) and (III) of the Code.




3.3  **Company/Company
      Subsidiary treated as “partnership” or “disregarded entity” for tax
      purposes** .
      The
      Members hereby agree that the Company and each Company Subsidiary shall be
      treated as, and shall constitute, a “partnership” or “disregarded entity” for
      federal, state and local income tax purposes. To this end, and notwithstanding
      anything herein to the contrary, without the prior written consent of a
      Supermajority of the Members, neither the Company, any Member nor any Manager
      shall (or shall cause or permit the Company or any Company Subsidiary to) do
      anything which would result in the Company or any Company Subsidiary to not
      be
      so treated (including, without limitation, causing or permitting the Company
      or
      any Company Subsidiary to make the election under Section 7701 of the Code
      and
      301.7701-2 and -3 of the Tax Regulations).






18




3.4  **Mack-Cali
      Member to be provided with certification of compliance with Sections 3.2 and
      3.3** .
      By no
      later than the fifteenth (15 th )
      day
      following the end of each calendar quarter (beginning with the calendar quarter
      ended December 31, 2006), and at the Company’s expense, the Managers shall cause
      the Company’s Accountant to furnish to the Mack-Cali Member a certification,
      which shall be addressed to the Mack-Cali REIT and shall be executed by the
      Company’s Accountant, that the Company was in compliance with Section 3.2 and
      3.3 of this Agreement at all times during, and at the close of, such calendar
      quarter (or, if the Company was not in compliance, then such certification
      shall
      identify in particularity such non-compliance).




**ARTICLE
      IV**




**ACCOUNTING
      AND RECORDS**




4.1  **Records
      to be Maintained** .
      The
      Company shall maintain the following records at the Company’s principal office
      (as set forth in Section 2.6), which shall be open to inspections by the Members
      or their agents at reasonable times:




(a)  a
      list of
      the full name set forth in alphabetical order and last known mailing address
      of
      each Member, together with the information set forth on Schedule A relating
      to each Member’s Economic Interest, Membership Interest and Sharing
      Ratio;




(b)  a
      copy of
      the Certificate and all amendments thereto, together with executed copies of
      any
      powers of attorney pursuant to which the Certificate or any such amendment
      has
      been executed;




(c)  a
      copy of
      the Company’s federal, state and local income or information tax returns and
      reports for the six (6) most recent Fiscal Years;




(d)  a
      copy of
      this Agreement including all amendments thereto;




(e)  the
      Company’s books and records, including financial statements of the Company;
      and




(f)  A
      writing
      stating events, if any, upon the happening of which the Company is to be
      dissolved and its affairs wound up.




4.2  **Reports
      to Members** .
      At the
      Company’s expense, the Company shall provide and distribute to Members quarterly
      and annual reports consisting of a balance sheet, statement of profits and
      losses and a statement of cash flow of the Company and each Company Subsidiary,
      each of which shall be prepared in accordance with GAAP, as well as a statement
      of the Members’ Capital Accounts and such other and additional financial and
      other information, statements and/or reports pertaining to the Company and
      the
      Company Subsidiaries (and/or their activities and operations) that a Member
      may
      reasonably request, as follows: (a) beginning with the calendar quarter ended
      March 31, 2007, such quarterly reports shall be provided and distributed by
      the
      Company to the Members by no later than 45 days following the end of such
      calendar quarter, with “draft” reports (which shall be prepared based on the
      best estimates of the then available information) to be provided and distributed
      by the Company to the Members by no later than 20 days following the end of
      such
      calendar quarter; and (b) beginning with the calendar year ended December 31,
      2006, such annual reports, which shall be audited by the Company’s Accountants,
      shall be provided and distributed by the Company to the Members by no later
      than
      90 days following the end of such calendar year, with “draft” reports (which
      shall be prepared based on the best estimates of the then available information)
      to be provided and distributed by the Company to the Members by no later than
      30
      days following the end of such year; provided, however, if the Company’s
      Accountant is PricewaterhouseCoopers, the cost that the Company shall bear
      for
      the preparation and issuance of such quarterly reports and audited annual
      reports, and any certifications required pursuant to Section 3.4 hereof, shall
      be capped at the amount equal to the total fees and charges that Friedman LLP
      would have charged (based on its ordinary fee schedule) if Friedman LLP (rather
      than PricewaterhouseCoopers) had prepared and issued such reports and
      certifications, with any additional fees and charges for the preparation and
      issuance of such reports to be borne solely by the Mack-Cali Member (but only
      if
      the Mack-Cali Member shall have first been furnished with reasonable evidence,
      in writing, of such additional fees and charges). The Managers shall provide
      all
      Members with those information returns required by the Code and the laws of
      any
      state.






19




4.3  **Tax
      Returns and Reports** .
      The
      Managers, at the Company’s expense, shall cause to be prepared and timely file
      income tax returns of the Company in all jurisdictions where such filings are
      required, and shall prepare and deliver to each Member, within ninety (90)
      days
      after the expiration of each Fiscal Year, and at the Company’s expense, all
      information returns and reports required by the Code and Tax Regulations and
      applicable state or local law and Company information necessary for the
      preparation of the Members’ federal, state and local income tax
      returns.




**ARTICLE
      V**




**NAMES
      AND ADDRESSES OF MEMBERS**




The
      names
      and addresses of the Members are as stated on Schedule
      A ,
      which
      may be amended from time to time in accordance with the terms of this
      Agreement.




**ARTICLE
      VI**




**RIGHTS
      AND DUTIES OF MEMBERS**




6.1  **Management
      Rights** .
      (a)
      Each Member shall be entitled to vote on any matter submitted to a vote of
      the
      Members to the extent of its Sharing Ratio in the Company (as such may be
      amended from time to time in accordance with this Agreement). Notwithstanding
      anything herein to the contrary, the following actions and decisions (including,
      without limitation, any action or decision that may be set forth or contemplated
      in a Business Plan) by, for or on behalf of the Company or any Company
      Subsidiary shall require the prior written consent of a Supermajority of the
      Members subject, however, to clause (B)(ii) of Section 8.2(a):




(i)  any
      amendment to this Agreement, the Certificate, any certificate of authority
      or
      any other organizational document or governmental license, authorization or
      permit of the Company, or any organizational document or governmental license
      or
      permit of any Company Subsidiary, except any amendment that is, and would be
      if
      made, ministerial or inconsequential in nature and effect ( *e.g.,* to
      amend
      Schedule A so as to reflect a change in the address of a Member), or the filing
      of any license, permit, certificate, authorization or other instrument with
      any
      governmental authority;






20




(ii)  enter
      into or undertake any agreement, transaction or action, not within the scope
      of
      the purposes or powers set forth in clauses (a), (b) and (c) of Section
      3.1;




(iii)  merge,
      consolidate or combine with or into any other Person, or liquidate, dissolve
      or
      terminate (or authorize such a merger, liquidation, dissolution or
      termination);




(iv)  other
      than the Newmark Loans and Mack-Cali Loans and except in accordance with Article
      VIII, or as otherwise expressly provided in any Transaction Documents, accept
      or
      receive any capital or other equity contributions (whether in cash or other
      property) from any Person, issue any capital, profits or other debt or equity
      interest (whether for cash, other property or for past, present or future
      services), or admit any Person as a member, partner or shareholder, or any
      other
      action that would have the effect of diluting or, otherwise, adversely affecting
      the Membership Interest or Economic Interest of any Member or Assignee
      (including, without limitation, as to the amount, timing or character of any
      distributions or allocations that would otherwise be made to any Member or
      Assignee);




(v)  change
      its name or, otherwise, the name under which it does or holds itself out to
      do
      business;




(vi)  file
      any
      petition for relief in bankruptcy under any federal bankruptcy laws or debtor
      relief laws or any other debtor relief laws of any jurisdiction or otherwise
      take any action, or fail to take any action, as the case may be, which would
      result in the Company or any Company Subsidiary being treated as
      bankrupt;




(vii)  commence,
      dismiss, terminate, adjust, settle or compromise any litigation, obligation,
      debt, demand, suit, judgment or claim (including, without limitation,
      condemnation or insurance claim) against or for, by or on behalf of the Company
      or any Company Subsidiary, and either (a) which also involves any Member (and/or
      any of its or his Affiliates); or (b) which could result in personal liability
      for any Member or any of its or his Affiliates;




(viii)  other
      than as expressly contemplated under any of the Transaction Documents, sell,
      exchange, mortgage, pledge, convey or dispose of (including, without limitation,
      by reason of a dissolution or liquidation, or a redemption or equity issuance
      and regardless of whether in a taxable or partially or completely nontaxable
      transaction) all, or substantially all, of the Property or of the beneficial
      or
      equity interests in or to any Company Subsidiary, or enter into any agreement
      or
      amendment with respect thereto;






21




(ix)  other
      than the Newmark Loan, the Mack-Cali Loan or any Third Party Loan incurred
      or
      undertaken in accordance with the provisions of Section 8.2 (the foregoing, ***“Excepted
      Borrowings”*** ),
      borrow
      money from any Person or guaranty or indemnify any Person for or in respect
      of
      any liability, indebtedness, loan or other obligation or the performance of
      any
      obligation by any Person, issue any evidence of indebtedness, note, bond,
      guaranty, indemnity or other certificate, instrument or agreement which would
      subject the Company or any Company Subsidiary to any liability or obligation
      therefore in connection therewith, increase the amount of, or modify, amend
      or
      change the terms of, endorse or execute any promissory note, draft, bill of
      exchange, warrant, bond, debenture or other negotiable or non-negotiable
      instrument or evidence of indebtedness, or secure the payment thereof and/or
      of
      the interest thereon by mortgage upon or by a pledge, conveyance, hypothecation
      or assignment in trust of any of the Property or any interest in the Company
      or
      any Company Subsidiary, whether now owned or hereafter acquired, or sell, pledge
      or dispose of any such note, draft, bill of exchange, warrant, bond, debenture
      or other instrument or evidence of indebtedness, or, other than the Newmark
      Agreement, enter into of any agreement or amendment thereto with respect to
      the
      foregoing, except for the borrowing of (and the entering into of any agreement
      to borrow and to mortgage, pledge or otherwise encumber any assets to secure
      the
      borrowing) of any amount from any Person other than a member or any of its
      or
      his Affiliates when added to all other such borrowings (other than Excepted
      Borrowings), not in excess of $50,000;




(x)  other
      than: (A) as provided in Section 8.7 hereof, (B) the Gale Subsidiaries (and
      any
      interest therein), (C) any Capital Contributions made pursuant to Article VIII,
      (D) any purchase, acquisition, lease or investment made or undertaken in the
      ordinary course of the Company’s or a Company Subsidiary’s business, or (E) any
      one or more other equity and/or debt investments not described in (A) through
      (D) and which are in an amount not in excess of $1,000,000 in the aggregate,
      make, purchase, acquire, lease and/or hold any asset, property, or investment
      or
      participate in (whether by purchase, contribution or otherwise, and whether
      in a
      taxable, or partially or completely nontaxable, transaction) any interest in
      any
      Organization, or make, purchase, acquire and/or hold any asset, property or
      investment, or lend money (and/or to receive and hold property as security
      for
      the repayment thereof);




(xi)  other
      than the Newmark Agreement, the Marlow Employment Agreement or any Third Party
      Agreement, enter into, terminate, assign, modify or amend any significant lease,
      management, brokerage, employment or other services agreement or
      arrangement;




(xii)  other
      than Marlow under the Marlow Employment Agreement, Newmark or any of its
      employees under the Newmark Agreement, any Existing Gale Worker (to the extent
      of such worker’s agreement or arrangement on and as of the Effective Date, but
      not as to any significant modifications thereafter made to any such agreement
      or
      arrangement) or any Ordinary Course Worker, the hiring, appointment or
      engagement of, or the entering into of any employment or other services or
      independent contractor agreement or arrangement with (or any significant
      modification of any such agreement or arrangement), any “officer-level” or
“manager-level” employee or any Person (whether as an employee, independent
      contractor, agent or otherwise and including, without limitation, brokers,
      tradespeople, attorneys and accountants) whose total remuneration, fees,
      compensation, reimbursements and other payments that could be received from
      the
      Company and Company Subsidiaries, in the aggregate, could exceed $200,000 in
      any
      one year or, together with all such Persons, could exceed $350,000 in or for
      any
      one year;






22




(xiii)  the
      payment of pensions and establishment of pension plans, pension trusts, profit
      sharing plans, and benefit and incentive plans for Members, employees, and
      agents of the Company or any Company Subsidiary, except with respect to Marlow
      under the Marlow Employment Agreement, any Ordinary Course Worker or any
      Existing Gale Worker (but only as to any pensions, plans or trusts in which
      any
      such worker participates on the Effective Date, but not as to any significant
      modifications thereafter made to any such pensions, plans or
      trusts);




(xiv)  Except
      as
      contemplated by Section 6.7, the purchase of liability and other insurance,
      other than commercial general liability insurance, worker’s compensation
      insurance, statutory disability, errors & omissions insurance, employment
      practices insurance, directors and officers insurance and such other insurance
      that the Managers reasonably determine to be reasonably necessary or desirable
      for the protection of the business and Property of the Company and the Company
      Subsidiaries and which is purchased on commercially reasonable, and arms-length,
      terms;




(xv)  the
      indemnification of any Person, other than indemnification provided for in
      Section 6.3 and 7.10 hereof or the indemnification of any Person made or
      furnished by the Company or any Company Subsidiary in the ordinary course of
      its
      business;




(xvi)  the
      making of any election or the taking of any tax position under the Code and
      Tax
      Regulations (and/or under any state or local tax law) that could have a
      disproportionate adverse effect on any Member as compared to the effect that
      such election could have on any one or more other Members (unless any such
      Member so adversely affected first expressly approves of such election being
      made); provided, however, any Member whose Sharing Ratio is in excess of 25%
      may, alone, determine that the Company or any Company Subsidiary make the
      election under Section 754 of the Code so long as the event giving rise to
      such
      election was otherwise in accordance with the provisions of this
      Agreement;




(xvii)  enter
      into any agreement or arrangement which would require the personal guarantee
      of,
      or which could give rise to personal liability for, any Member or any of its
      Affiliates, except that the foregoing shall require the prior written consent
      of
      only such Member (rather than the approval of a Supermajority of the
      Members);






23




(xviii)  increase
      or decrease the number of Managers;




(xix)  enter
      into any Potential Conflict Agreement other than a Transaction Document, except
      that the foregoing shall require the prior written consent of a Supermajority
      of
      the Disinterested Members with respect to such agreement; and




(xx)  Any
      other
      action or decision that provides for the approval or consent of a Supermajority
      of the Members elsewhere hereunder;




provided , however ,
      that
      notwithstanding the foregoing or any other provision herein to the contrary,
      with respect to any Potential Conflict Agreement, only a Supermajority of the
      Disinterested Members with respect to such agreement (in the case of any action
      or decision referred to in clause (i) through (xx) above) or the Majority of
      those Managers designated by the Disinterested Members with respect to such
      agreement (for all other actions or decisions) may, and are hereby authorized
      to, cause and direct the Company and any Company Subsidiary to (and at the
      Company’s and Company Subsidiary’s sole cost and expense): (i) exercise or
      assert (or not exercise or assert) any rights or claims under any such
      agreement; (ii) defend against, seek recovery for, litigate, settle, negotiate,
      or compromise (or not defend against, seek recovery for, litigate, settle,
      negotiate or compromise) any claim or issue arising under any such agreement;
      (iii) undertake any other action, make any decision, provide any consent or
      approval or otherwise do anything else permitted or required to be undertaken,
      made, provided or done under any such agreement; and (iv) engage any
      accountants, attorneys, consultants and other professionals in connection with
      any of the foregoing.




(b)  For
      any
      action or decision that requires the prior written consent of a Supermajority
      of
      the Members, any Member ( ***“Proponent
      Member”*** )
      that
      desires for the Company to take or make such action or decision shall notify
      each of the other Members, in writing (the ***“Major
      Decision Notice”*** ),
      of the
      action or decision that the Proponent Member desires for the Company or Company
      Subsidiary to make or take (with the Proponent Member also contemporaneously
      furnishing a copy of the Major Decision Notice to each Manager), and then each
      such other Member shall evidence its or his consent or non-consent to such
      action or decision if notifying the Proponent Member, in writing (the ***“Response
      Notice”*** ),
      by no
      later than 10 Business Days (the ***“Response
      Period”*** )
      following the Member’s receipt of the Major Decision Notice (although each
      Member shall also contemporaneously furnish a copy of its or his Response Notice
      to each of the other Members and each Manager). If a Member shall fail to
      deliver its or his Response Notice to the Proponent Member by the end of the
      Response Period, then such Member shall be deemed to have approved of such
      action or decision set forth in the corresponding Major Decision
      Notice.






24




6.2  **Liability
      of Members** .
      Subject
      to Sections 6.3 and 7.10, no Member shall be liable for any expense, liability
      or other obligation of the Company, any Company Subsidiary, any Manager or
      any
      other Member.




6.3  **Indemnification** .
      A
      Member shall indemnify the Company and any Company Subsidiary for any costs
      or
      damages incurred by the Company or Company Subsidiary as a result of any
      unauthorized action by such Member. The Company, together with the Company
      Subsidiaries, shall indemnify and hold harmless each Member against any loss,
      damage or expense (including attorneys’ fees) incurred by the Member as a result
      of any act performed or omitted on behalf of the Company or any Company
      Subsidiary in furtherance of the Company’s and/or Company Subsidiary’s interests
      without, however, relieving the Member of liability for failure to perform
      its
      duties and such loss, damage or expense arose from such Member’s fraud, willful
      misconduct or bad faith and a Member shall not be indemnified for any such
      loss,
      damage or expense. The satisfaction of any indemnification and any hold harmless
      shall be from and limited to Property of the Company and the Company
      Subsidiaries, including cash of the Company and the Company Subsidiaries, and
      the other Members shall not have any personal liability on account thereof.
      Moreover, and notwithstanding anything herein to the contrary, the cost of
      any
      indemnity obligation of the Company or any Company Subsidiary owed to NKFFM
      or
      any of its Affiliates under any Potential Conflict Agreement shall be funded
      solely by NKFFM and out of any amount that would otherwise be distributable
      or
      payable to NKFFM and/or to any of its Affiliates hereunder or under any other
      agreement or arrangement and if such amount(s) shall be insufficient to pay
      the
      full cost of such indemnity obligation (at the time that such obligation is
      required to be paid), then such Member shall contribute the amount necessary
      to
      enable the Company or any Company Subsidiary to timely pay such obligation
      in
      full, with such contribution and the Company’s or Company Subsidiary’s payment
      of such obligation, shall result in, respectively, an increase and then a
      corresponding decrease in such Member’s Capital Account balance (such that there
      shall be no net increase or decrease in its Capital Account balance) although
      with such contribution not constituting a “Capital Contribution” for any purpose
      hereunder (including, without limitation, for purposes of Articles IX and XIV
      hereunder).




6.4  **Representations
      and Warranties** .
      Each
      Member, and in the case of a trust or other entity, the Person(s) executing
      this
      Agreement on behalf of the entity, hereby represents and warrants to the Company
      and each other Member that: (a) if that Member is an entity, it has power to
      enter into this Agreement and to perform its obligations hereunder and that
      the
      Person(s) executing this Agreement on behalf of the entity has the power to
      do
      so; and (b) the Member is acquiring its Membership Interest in the Company
      for
      the Member’s own account as an investment and without an intent to distribute
      the Membership Interest. The Members acknowledge that their Membership Interests
      in the Company have not been registered under the Securities Act of 1933 or
      any
      state securities laws, and may not be resold or transferred without appropriate
      registration or the availability of an exemption from such requirements and
      in
      accordance with Article XI hereof.




6.5  **Conflicts
      of Interest/Competitive Activities** **.**




(a)  Neither
      a
      Member nor any of its Affiliates, without the prior written approval of a
      Supermajority of the disinterested Members, shall be entitled to enter into
      or
      engage in any Facilities Management Activity ( ***“Non-Permitted
      Activity”*** ),
      although any Member (and/or any of its Affiliates) may enter into or engage
      in
      any Property Management Activity and, otherwise, may acquire or make any
      investment, or engage in, undertake or do any business, activity or endeavor
      (including, without limitation, any investment, business, activity or endeavor
      referred to in Section 3.1 hereof and regardless of whether or not competitive
      with the Company or any Company Subsidiary or any of their investments,
      businesses, activities or endeavors), other than Facilities Management
      Activities; provided , further ,
      in the
      event that the Mack-Cali Member and/or any one or more of its Affiliates shall
      be acquired (whether by merger, consolidation, asset purchase or otherwise)
      by
      one or more Persons that engage in one or more Facilities Management Activities,
      such Facility Management Activities shall not be considered a Non-Permitted
      Activity as regard to the Mack-Cali Member (or any successor to its Membership
      Interest or Economic Interest) except that if such Facilities Management
      Activities shall constitute a substantial business, then the Membership Interest
      of the Mack-Cali Member and its Affiliates shall be subject to NKFFM’s right to
      purchase the entire Membership Interests and Economic Interests of the Mack-Cali
      Member and its Affiliates pursuant to, and in accordance with, Section 11.7
      (the **“MC
      Change of Control Event”** ) **.** In
      addition, the Member(s) that (or whose Affiliate) have entered into any
      Non-Permitted Activity or any other activity or transaction resulting from
      the
      use or appropriation of any of the Property (including, without limitation,
      information developed for the Company or any Company Subsidiary and
      opportunities expressly offered to the Company or any Company Subsidiary) shall
      account to the Company and its Members and hold as trustee for them any
      property, profits, gain, and/or other benefits derived by such Member or
      Affiliates.






25




(b)  A
      Member
      does not violate a duty or obligation to the Company merely because the Member’s
      conduct furthers the Member’s own interest and, subject to the provisions of
      this clause (b) below, Section 6.1 and elsewhere in this Agreement, a Member
      may
      lend money to and transact other business with the Company or any Company
      Subsidiary and such Member shall otherwise be treated as a third party viz.
      such
      loan or transaction. In the event that a Member or any of its or his Affiliates
      desires to lend money to and/or transact other business, and/or otherwise have
      any direct or indirect interest in a transaction, with the Company or any
      Company Subsidiary, such loan or transaction shall not be void or voidable
      if
      either (i) such loan or transaction is pursuant to, and contemplated under,
      a
      Transaction Document; or (ii) a Supermajority of the Disinterested Members
      with
      respect to such loan or transaction, with knowledge of the material facts of
      the
      loan or transaction, authorize and approve such loan or transaction in advance.




(c)  Notwithstanding
      anything contained herein to the contrary, neither the Company nor any Company
      Subsidiary shall conduct Property Management Activities within 10 miles of
      where
      a Member or any of its Affiliates (other than the Company or any Company
      Subsidiary) (individually or collectively, an **“Active
      Member”** )
      is
      conducting such activities (the “Restricted Area”), without the prior written
      consent of the Active Member; provided , however ,
      in the
      event that the Company conducts Property Management Activities in an area that
      is not otherwise a Restricted Area, but thereafter becomes a Restricted Area,
      the Company may continue to conduct Property Management Activities for customers
      retained prior to the area becoming a Restricted Area, but may not expand such
      business within the Restricted Area without the prior written consent of the
      Active Member. Any Active Member shall promptly respond to any request for
      consent pursuant to this Section 6.5(c).






26




6.6  **Delegation
      of Managers** **.** The
      Managers may, if duly authorized pursuant to the provisions hereunder, delegate
      ministerial or administrative matters to responsible parties ( *e.g.,* the
      chief financial officer), provided that such delegation does not involve the
      making of any decision specifically within the exclusive authority of, or
      requiring the approval of, the Managers or Members (or a Majority or
      Supermajority, or any one or more, of the Members). Accordingly, said
      responsible parties shall act after a matter has been decided (such as, by
      way
      of example, in connection with the actual disbursement of funds, issuance of
      checks, record keeping, accounting and the like).




6.7  **Insurance** . The
      Managers shall cause the Company and each Company Subsidiary (at the sole cost
      and expense of the Company and Company Subsidiary) to obtain commercially
      reasonable, arms-length errors and omissions insurance, employment practices
      insurance, and directors and officers insurance in customary amounts to protect
      the Members, the Managers and officers against any of the losses, liabilities,
      claims and/or judgments that may arise under this Agreement (including, without
      limitation, in respect of their indemnity obligations under Section 6.3 and
      7.10
      hereunder) or under applicable law.




**ARTICLE
      VII**




**MANAGERS
      AND DECISIONMAKING**




7.1  **Managers** .
      Except
      as otherwise provided in this Agreement (including, without limitation, under
      Section 6.1), the management of the Company and all decisions concerning the
      business affairs of the Company shall be made by the managers (each, a ***“Manager”*** and,
      collectively, the ***“Managers”*** ).
      Unless
      and until increased or decreased by a Supermajority of the Members, the Company
      shall have five (5) Managers, with the initial Managers being the following
      Persons:




Marlow


Panzer


Joseph
      Rader


Barry
      Gosin


Mitchell
      E. Hersh





provided , however ,
      that at
      all times two (2) Managers shall be designated by NKFFM (the ***“NKFFM
      Managers”*** ),
      and
      one (1) Manager shall be designated by the Mack-Cali Member (the ***“Mack-Cali
      Manager”*** ).




7.2  **Term
      of Office as Manager** .
      Each
      Manager shall serve until his or her Dissociation, resignation pursuant to
      Section 7.7 or removal pursuant to Section 7.8.




7.3  **Filings** .






27




(a)  The
      Managers shall execute and cause to be filed the Certificate, and any amendments
      thereto, with the Secretary of the State of the State of Delaware in accordance
      with the provisions of the Act. The Managers shall take any and all other
      actions reasonably necessary to maintain the status of the Company as a limited
      liability company under the laws of Delaware.




(b)  The
      Managers shall execute and cause to be filed the original or amended Certificate
      and shall take any and all other actions reasonably necessary to qualify and
      maintain the status of the Company as a limited liability company or similar
      type of entity under the laws of any states, other than Delaware, or
      jurisdictions in which the Company engages in business.




(c)  Upon
      the
      dissolution of the Company, the Managers shall promptly execute and cause to
      be
      filed certificates of dissolution in accordance with the Act and the laws of
      any
      other states or jurisdictions in which the Company has filed
      certificates.




7.4  **Managers
      to Prepare Business Plan** .
      At
      least thirty (30) days after execution hereof, the Managers shall prepare a
      detailed business plan providing for a breakdown of all income and expenses
      projected to be incurred in the operation of the Company’s business for the next
      12 months. This budget will be called the *“* ***Business
      Plan*** *”* .
      The
      Majority of the Managers shall approve the Business Plan. On or before December
      31 st of each
      calendar year, the Managers shall prepare and approve a Business Plan for the
      next calendar year. Subject to the terms of the Business Plan and Section 6.1,
      the overall daily business direction and operational, financial and management
      decisions shall be the responsibility of Marlow. In the event the Business
      Plan
      does not anticipate a particular action or expenditure, but subject to Section
      6.1 and to those actions and decisions which require the approval of one or
      more, a Supermajority or all of the Managers or Members), the Managers acting
      upon a Majority vote, shall have the right to decide such matters.




7.5  **Actions
      of the Managers** .
      Subject
      to Section 6.1 and to those actions and decisions in which any one or more
      of
      the Managers or Members is authorized or empowered to cause the Company or
      any
      Company Subsidiary to take or make (or to not take or make), the Managers,
      acting upon a Majority vote, shall: (a) have the power to bind the Company
      as
      provided in this Article VII (and no Person dealing with the Company shall
      have
      any obligation to inquire into the power or authority of the Managers acting
      on
      behalf of the Company); and (b) manage the Company (and, indirectly, each
      Company Subsidiary) and cause the Company or any Company Subsidiary to make
      or
      take any action, determination, election, approval and/or consent that the
      Managers are authorized to make or take hereunder.




7.6  **Managers
      Standard of Care** .
      Each
      Manager shall discharge his or her duties to the Company and, indirectly, to
      each Company Subsidiary, and to the other Members in good faith and with that
      degree of care that an ordinarily prudent person in a similar position would
      use
      under similar circumstances. In discharging his or her duties, a Manager shall
      be fully protected in relying in good faith upon the records required to be
      maintained under Article IV and upon such information, opinions, reports or
      statements by any Person as to matters the Manager reasonably believes are
      within such other Person’s professional or expert competence and who has been
      selected with reasonable care by or on behalf of the Company or any Company
      Subsidiary, including information, opinions, reports or statements as to the
      value and amount of the assets, liabilities, profits or losses of the Company
      or
      any Company Subsidiary or any other facts pertinent to the existence and amount
      of assets from which Distributions to Members might properly be
      paid.






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7.7  **Resignation.** A
      Manager may resign at any time and for any reason (or for no reason) by giving
      written notice to the Company and to each of the Members and other Managers.
      The
      resignation of any Manager shall take effect upon receipt of such notice or
      at
      any later time specified in such notice. Unless otherwise specified in such
      notice, the acceptance of the resignation shall not be necessary to make it
      effective. In the case where the resigning Manager is also a Member, the
      resignation of such Manager shall not affect the Manager’s rights as a Member
      and in respect of his Membership Interest and shall not constitute a withdrawal
      of such resigning Manager as a Member. In the case where the resigning Manager
      is: (a) a NKFFM Manager or the Mack-Cali Manager, only NKFFM or the Mack-Cali
      Member, respectively, shall have the authority to (and shall by written notice
      to all of the Members and Managers) designate the successor Manager (and without
      having to obtain the consent of any Manager or Member); and (b) an At Large
      Manager, the successor Manager shall be designated by a Supermajority of the
      Members (but not including any Member who, or whose Affiliate, is the resigning
      Manager).




7.8  **Removal
      of Manager.** **** An At
      Large Manager may be removed as follows: (a) if such At Large Manager is Marlow
      or Panzer, then either of them shall be removed automatically as Manager upon
      his Dissociation and may be removed as Manager for cause (which shall, for
      purposes of this Section 7.8, include any failure to make any additional Capital
      Contribution pursuant to Section 8.2(a)) by a vote of a Majority of those
      Members other than the Member whose removal as Manager is being sought; and
      (b)
      in the case of any other At Large Manager, such removal shall be effected upon
      the vote of a Majority of the Members approving such removal, with the successor
      Manager to be designated, (i) in the case of a removal under clause (a), by
      the
      written consent of a Supermajority of the Members other than the Member who
      was
      removed as Manager; and (ii) in the case of a removal under clause (b), by
      the
      written consent of a Majority of the Members. Except in connection with a Loss
      of Management Rights, neither the Mack-Cali Manager nor any NKFFM Manager may
      be
      removed at any time or for any reason, except that in the case of the death
      or
      Disability of a Mack-Cali Manager or NKFFM Manager, only the Mack-Cali Member
      or
      NKFFM, respectively, shall designate a replacement Manager therefor.




7.9  **Disbursement
      of Funds** .
      Subject
      to Section 6.1 and the limitations set forth in this Article VII, the Chief
      Financial Officer of Newmark is authorized to initiate and/or approve the
      disbursement of funds ( *e.g.,* issuance
      of checks, wire transfers, etc.) provided same is consistent with the approved
      business plans and budgets.




7.10  **Indemnification** .
      A
      Manager shall indemnify the Company for any costs or damages incurred by the
      Company or any Company Subsidiary as a result of any unauthorized action or
      malfeasance by such Manager, with the Member who appointed such Manager being
      jointly and severally liable with such Manager for any such costs or damages.
      The Company shall indemnify and hold harmless each Manager against any loss,
      damage or expense (including attorneys’ fees) incurred by the Manager as a
      result of any act performed or omitted on behalf of the Company or in
      furtherance of the Company’s interests without, however, relieving the Manager
      or the Member who appointed such Manager of liability for failure by the Manager
      to perform his or her duties in accordance with the standards set forth herein.






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7.11  **Meetings
      of Managers and Members** .
      At
      least semi-annually and upon 14 days notice, the Managers and Members shall
      meet
      at the Principal Office of the Company (as set forth in Section 2.6 or such
      other place designated by all of the Managers). Any Manager or Member may attend
      such meetings by telephone conference. At such time, the Managers shall advise
      and consult with the Members regarding the current operations of the
      Company.




**ARTICLE
      VIII**




**CONTRIBUTIONS
      AND CAPITAL ACCOUNTS**




8.1  **Initial
      Capital Contributions** .
      Contemporaneously with the execution hereof, each Member shall contribute such
      amount of money and such other property as set forth on Schedule
      A attached
      hereto. The Members hereby acknowledge and agree that the Gross Asset Value
      of
      the property to be contributed by the Mack-Cali Member as its Capital
      Contribution ( *i.e.,* it
      100%
      membership interest in the Gale Facility (the “Gale Global Membership
      Interests”) and, indirectly, its 100% ownership interests in the Gale
      Subsidiaries) shall be $1,000,000. Immediately following such contributions,
      the
      Company shall then distribute to the Mack-Cali Member the $600,000 in cash
      that
      the Non-Mack-Cali Members had contributed as their initial Capital Contributions
      pursuant to the Contribution Agreement and this Section 8.1. The Members hereby
      acknowledge and agree that: (a) such Capital Contribution by the Mack-Cali
      Member to the Company, and such distribution by the Company to the Mack-Cali
      Member, shall be treated for all tax purposes as a sale by the Mack-Cali Member
      to the Company of 60% of its membership interest in the Gale Global Membership
      Interests ( *i.e.,* the
      $600,000 of cash distributed to the Mack-Cali Member divided by the agreed
      Gross
      Asset Value of the Gale Subsidiaries of $1,000,000) for $600,000 and a Capital
      Contribution by the Mack-Cali Member to the Company of the remaining 40% of
      its
      membership interest in the Gale Global Membership Interests having an agreed
      Gross Value of $400,000, and (b) such that immediately following such Capital
      Contributions and distribution (and after reflecting such Capital Contributions
      and distribution in the Members’ Capital Accounts), each Member shall have a
      Capital Account balance equal to the amount set forth opposite such Member’s
      name on Schedule
      A .
      To
      effectuate the foregoing, the Members hereby acknowledge and agree that on
      the
      Effective Date, Panzer, Marlow and NKFFM shall each wire directly to the
      Mack-Cali Member, in accordance with the wire instructions that the Mack-Cali
      Member shall furnish to each of them, the amount that each of them is required
      to contribute to the Company pursuant to Section 8.1(a) ( *i.e.,* $400,000
      for NKFFM, $100,000 for Panzer and $100,000 for Marlow).




8.2  **Additional
      Funding For Company Operations** .




(a)  If
      the
      Company and/or one or more of the Company Subsidiaries require additional funds
      and/or capital for its or their business or operations (including, without
      limitation, to pay the operating and other costs and expenses) or to fund Tax
      Distributions, then the Managers shall: (i) first obtain such funds by drawing
      down on the Newmark Loans and the Mack-Cali Loans, pursuant to and in accordance
      with the Newmark Agreement until fully drawn down (except that for those funds
      required to fund any Tax Distributions, such draw downs shall not be made until
      one (1) business day prior to the day that such Tax Distributions are
      distributed pursuant to Section 9.7(c)); and (ii) then, after the Newmark Loans
      and Mack-Cali Loans shall have been fully drawn down and exhausted, but only
      if
      and to the extent approved by the Majority of the Members, any additional
      amounts so required may be funded by additional Capital Contributions made
      by
      the Members, which additional Capital Contributions shall be made by the Members
      in proportion to their then respective Sharing Ratios, provided , however ,
      that a
      Member shall not be personally obligated or liable to make such additional
      Capital Contributions pursuant to clause (ii) above, and that any Member’s
      failure to make such additional Capital Contributions may result in: (A) a
      dilution of such Member’s Membership Interest (and Sharing Ratios) in accordance
      with Section 8.2(b) below; and (B) in the case where a Non-Paying Member is
      either NKFFM or the Mack-Cali Member, (i) the loss of the right to designate
      the
      NKFFM Managers or Mack-Cali Manager, respectively, and with each such Manager
      thereafter becoming an “At Large Manager” for all purposes of this Agreement,
      and (ii) where the Proponent Member of an action or decision listed in Section
      6.1(a) (other than clauses (ii), (iv), (vi), (vii)(b), (xvi), (xvii), (xviii),
      (xix) and (xx) thereof) and the proviso at the end thereof is any Member other
      than NKFFM or the Mack-Cali Member or is either the Mack-Cali Member or NKFFM,
      whichever of them is a Non-Paying Member, such action or decision shall only
      require the consent of a Majority of the Members (so long as such Majority
      shall
      include either NKFFM or the Mack-Cali Member, whichever of them is not a
      Non-Paying Member) (as regard to NKFFM or the Mack-Cali Member, its ***“Loss
      of Management Rights”*** ), provided , further ,
      that
      such Member shall continue to have the right to designate any Person to serve
      in
      the same capacity as a Manager hereunder in terms of being furnished with all
      documents, materials and notices that are furnished to Managers and to
      participate in any of the meetings and conference calls of or involving the
      Managers, except that such Person shall not have any voting rights. Upon making
      of any additional Capital Contributions pursuant to this Section 8.2, the
      Capital Account balance of any Member making such additional Capital
      Contributions shall be increased dollar-for-dollar by the amount of such Capital
      Contributions and Schedule
      A shall be
      amended pursuant to Section 8.3 hereof so as to reflect these increases. In
      addition to the foregoing, the Company and/or any Company Subsidiary shall
      also
      be authorized, and shall use their commercially reasonable efforts, to raise
      such additional funds and/or capital through the securing of commercially
      reasonable financing, whether secured or unsecured, and from any third party
      source to fund such additional capital requirements to the maximum extent
      possible, including by the securing of any such financing with any of the
      Property (including, without limitation, through the factoring of receivables
      of
      the Company or any of the Company Subsidiaries) (the ***“Third
      Party Loans”*** ).






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(b)  If
      any
      Member (a *“* ***Non-Paying
      Member*** *”* )
      fails
      to contribute cash pursuant to Section 8.2(a)(ii), the other Members (each,
      a ***“Paying
      Member”*** and,
      collectively, the *“* ***Paying
      Members*** *”* ),
      shall
      have the right, but not the obligation, to assume the contribution obligation
      of
      the Non-Paying Member (the *“* ***Non-Paying
      Member’s Obligation*** *”* )
      in
      amounts which are proportionate to the respective Sharing Ratio of the Paying
      Members. Upon the Paying Members making such cash contributions, the Sharing
      Ratio of the Non-Paying Members shall be recalculated to a Sharing Ratio that
      is
      equal to the ratio that of all of such Member’s Capital Contributions pursuant
      to Section 8.2(a) (with respect to the period from and after the date hereof
      and
      through and including the date of the contribution in question), bears to all
      Capital Contributions of all of the Members pursuant to Section 8.2(a) (with
      respect to the period from and after the date hereof and through and including
      the date of the contribution in question).






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(c)  The
      Members hereby acknowledge and agree that the sole consequences to a Member
      for
      its failure to make additional Capital Contributions in accordance with the
      provisions of this Article VIII shall be as prescribed above in Sections 8.2(a)
      and (b).




8.3  **Capital
      Account** .
      A
      separate capital account shall be maintained for each Member throughout the
      term
      of the Company in accordance with the rules of Section 1.704b1(b)(2)(iv) of
      the
      Tax Regulations as in effect from time to time, and, to the extent not
      inconsistent therewith, to which the following provisions apply:




(a)  To
      each
      Member’s Capital Account there shall be credited the amount of (i) such Member’s
      Capital Contribution (if any) to the Company; (ii) such Member’s distributive
      share of Profits; (iii) and any items in the nature of income or gain that
      are
      specially allocated pursuant to Sections 9.4 and 9.5 hereof, and the amount
      of
      any Company liabilities assumed by such Member or which are secured by any
      property distributed to such Member.




(b)  To
      each
      Member’s Capital Account there shall be debited the amount of (i) money and the
      Gross Asset Value of any Property distributed to such Member pursuant to any
      provisions of this Agreement; (ii) such Member’s distributive share of losses;
      and (iii) any items in the nature of expenses or losses which are specially
      allocated pursuant to Sections 9.4 and 9.5 hereof, and the amount of any
      liabilities of such Members that are assumed by the Company or which are secured
      by any Property contributed by such Member to the Company.




(c)  In
      the
      event any Membership Interest and/or Economic Interest in the Company are
      transferred in accordance with the terms of this Agreement, the transferee
      shall
      succeed to the Capital Account of the transferor to the extent it relates to
      the
      transferred interest.




(d)  In
      determining the amount of any liability, there shall be taken into account
      Section 752(c) of the Code and any other applicable provisions of the Code
      and
      Tax Regulations.




The
      foregoing provisions and the other provisions of this Agreement relating to
      the
      maintenance of Capital Accounts are intended to comply with Section 1.704-1(b)
      of the Tax Regulations, and shall be interpreted and applied in a manner
      consistent with such Tax Regulations. In the event the Managers shall determine
      that it is prudent to modify the manner in which the Capital Accounts, or any
      debits or credits thereto (including, without limitation, debits or credits
      relating to liabilities that are secured by contributed or distributed property
      or that are assumed by the Company or any Member), are computed in order to
      comply with such Tax Regulations, the Managers may make such modification,
      provided that it will not have a material effect on the amounts distributable
      to
      any Member pursuant to Section 9.7 and Article XIV hereof upon the dissolution
      of the Company.






32




8.4  **No
      Obligation to Restore Deficit Balance** .
      At no
      time shall any Member be required to restore any deficit balance that may exist
      in its or his Capital Account.




8.5  **Withdrawal;
      Successors** .
      A
      Member shall not be entitled to withdraw any part of its Capital Account or
      to
      receive any distribution from the Company, except as specifically provided
      in
      this Agreement, and no Member shall be entitled to make any capital contribution
      to the Company except as otherwise provided in Article VIII. Any Member who
      shall receive a Membership Interest in the Company or whose Membership Interest
      in the Company shall be increased by means of a transfer to it of all or part
      of
      the Membership Interest of another Member, shall have a Capital Account with
      respect to such Membership Interest initially equal to the Capital Account
      with
      respect to such interest of the Member from whom such Membership Interest is
      acquired except as otherwise required to account for any step up in basis
      resulting from a termination of the Company under Section 708 of the Code by
      reason of such Membership Interest transfer.




8.6  **Interest** .
      No
      Member shall be entitled to interest, salary or drawing on such Member’s Capital
      Contribution, on any Profits retained by the Company or services
      rendered.




8.7  **Investment
      of Capital Contributions** .
      The
      Capital Contributions of the Members shall be invested by the Managers in
      demand, money market or time deposits, obligations, securities, investments
      or
      other instruments constituting cash equivalents, until such time as such funds
      shall be used by the Manager for Company purposes. Such investments shall be
      made by the Managers for the benefit of the Company. At the request of any
      Member, in connection with any Capital Contribution, the Managers shall
      determine, or cause to be determined, whether the Company would be treated
      as an
      investment company, within the meaning of Code Section 721, as a result of
      such
      Capital Contribution.




8.8  **No
      Personal Liability** .
      No
      Manager or Member shall have any personal liability for the repayment of any
      Capital Contributions of any Member.




**ARTICLE
      IX**




**ALLOCATIONS
      AND DISTRIBUTIONS**




9.1  **Profits
      and Losses** .
      Profits
      and Losses, and each item of Company income, gain, loss, deduction, credit
      and
      tax preference with respect thereto, for each Fiscal Year (or shorter period
      in
      respect of which such items are to be allocated) shall be allocated among the
      Members as provided in this Article IX.




9.2  **Profits** .
      After
      giving effect to the special allocations set forth in Sections 9.4 and 9.5,
      Profits for any Fiscal Year shall be allocated in the following order of
      priority:




(a)  First,
      to
      the Members, if any, who received any allocation of Losses under Section
      9.3(a)(iii), in proportion to (and to the extent of) the excess, if any, of
      (i)
      the cumulative Losses allocated to such Members pursuant to Section 9.3(a)(iii)
      for all prior Fiscal Years, over (ii) the cumulative Profits allocated to such
      Members pursuant to this Section 9.2(a) for all prior Fiscal Years;






33




(b)  Second,
      to the Members, in proportion to (and to the extent of) the excess, if any,
      of
      (i) the cumulative Losses allocated to each Member pursuant to Section
      9.3(a)(ii) hereof for all prior Fiscal Years, over (ii) the cumulative Profits
      allocated to each Member pursuant to this Section 9.2(b) for all prior Fiscal
      Years;




(c)  Third,
      to
      the Members, in proportion to their respective Sharing Ratios.




9.3  **Losses** .
      After
      giving effect to the special allocations set forth in Sections 9.4 and 9.5,
      Losses shall be allocated as set forth in Section 9.3(a), subject to the
      limitation in Section 9.3(b) below, and, if applicable, as provided in Section
      9.3(c).




(a)  Losses
      for any Fiscal Year shall be allocated in the following order of
      priority:




(i)  first,
      to
      the Members in proportion to and to the extent of the excess, if any, of (A)
      the
      cumulative Profits allocated to each such Member pursuant to Section 9.2(c)
      hereof for all prior Fiscal Years, over (B) the cumulative Losses allocated
      to
      such Member pursuant to this Section 9.3(a)(i) for all prior Fiscal
      Years;




(ii)  second,
      to those Members with positive Capital Account balances, and in proportion
      to
      those balances, until such Capital Account balances shall be reduced to zero;
      and




(iii)  then,
      to
      the Members, in proportion to their respective Sharing Ratios.




(b)  The
      Losses allocated pursuant to Section 9.3(a) hereof shall not exceed the maximum
      amount of Losses that can be so allocated without causing any Member to have
      an
      Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event
      some, but not all, of the Members would have Adjusted Capital Account Deficits
      as a consequence of an allocation of Losses pursuant to Section 9.3(a) hereof,
      the limitation set forth in this Section 9.3(b) shall be applied on a Member
      by
      Member basis so as to allocate the maximum permissible Losses to the Members
      under Section 1.704-1(b)(2)(ii)(d) of the Tax Regulations.




9.4  **Special
      Allocations** .
      The
      following special allocations shall be made in the following order:




(a)  ***Minimum
      Gain Chargeback*** .
      Except
      as otherwise provided in Section 1.704-2(f) of the Tax Regulations,
      notwithstanding any other provision of this Article IX, if there is a net
      decrease in Partnership Minimum Gain during any Fiscal Year, each Member shall
      be specially allocated items of Company income and gain for such Fiscal Year
      (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s
      share of the net decrease in Partnership Minimum Gain, determined in accordance
      with Tax Regulations Section 1.704-2(g) of the Tax Regulations. Allocations
      pursuant to the previous sentence shall be made in proportion to the respective
      amounts required to be allocated to each Member pursuant thereto. The items
      to
      be so allocated shall be determined in accordance with Sections 1.704-2(f)(6)
      and 1.704-2(j)(2) of the Tax Regulations. This Section 9.4(a) is intended to
      comply with the minimum gain chargeback requirement in Section 1.704-2(f) of
      the
      Tax Regulations and shall be interpreted consistently therewith.






34




(b)  ***Partner
      Minimum Gain Chargeback*** .
      Except
      as otherwise provided in Section 1.704-2(i)(4) of the Tax Regulations,
      notwithstanding any other provision of this Article IX, if there is a net
      decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner
      Nonrecourse Debt during any Fiscal Year, each Member who has a share of the
      Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse
      Debt, determined in accordance with Section 1.704-2(i)(5) of the Tax
      Regulations, shall be specially allocated items of Company income and gain
      for
      such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount
      equal
      to such Member’s share of the net decrease in Partner Nonrecourse Debt Minimum
      Gain attributable to such Partner Nonrecourse Debt, determined in accordance
      with Section 1.704-2(i)(4) of the Tax Regulations. Allocations pursuant to
      the
      previous sentence shall be made in proportion to the respective amounts required
      to be allocated to each Member pursuant thereto. The items to be so allocated
      shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2)
      of the Tax Regulations. This Section 9.4(b) is intended to comply with the
      minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Tax
      Regulations and shall be interpreted consistently therewith.




(c)  ***Qualified
      Income Offset*** .
      In the
      event any Member unexpectedly receives any adjustments, allocations, or
      distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section
      1.704-1(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6) of the Tax
      Regulations, items of Company income and gain shall be specially allocated
      to
      the Member in an amount and manner sufficient to eliminate, to the extent
      required by the Tax Regulations, the Adjusted Capital Account Deficit of the
      Member as quickly as possible, provided that an allocation pursuant to this
      Section 9.4(c) shall be made only if and to the extent that the Member would
      have an Adjusted Capital Account Deficit after all other allocations provided
      for in this Article IX have been tentatively made as if this Section 9.4(c)
      were
      not in this Agreement.




(d)  ***Gross
      Income Allocation*** .
      In the
      event any Member has a deficit Capital Account at the end of any Fiscal Year
      which is in excess of the sum of the amounts such Member is deemed to be
      obligated to restore pursuant to the penultimate sentences of Sections
      1.704-2(g)(1) and 1.704-2(i)(5) of the Tax Regulations, each such Member shall
      be specially allocated items of Company income and gain in the amount of such
      excess as quickly as possible, provided that an allocation pursuant to this
      Section 9.4(d) shall be made only if and to the extent that such Member would
      have a deficit Capital Account in excess of such sum after all other allocations
      provided for in this Article IX have been made as if Section 9.4(c) and this
      Section 9.4(d) were not in this Agreement.






35




(e)  ***Nonrecourse
      Deductions*** .
      Nonrecourse Deductions for any Fiscal Year shall be specially allocated among
      the Members in proportion to their Sharing Ratios.




(f)  ***Partner
      Nonrecourse Deductions*** .
      Any
      Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated
      to the Member who bears the economic risk of loss with respect to the Partner
      Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable
      in accordance with Section 1.704-2(i)(1) of the Tax Regulations.




(g)  ***Minimum
      Gain Chargeback Waiver.*** If for
      any fiscal year of the Company, the application of the minimum gain chargeback
      provision of Section 9.4(b) would cause a distortion in the economic arrangement
      among the Members, and it is not expected that the Company will have sufficient
      other income to correct that distortion, the Manager may request a waiver from
      the Commissioner of the Internal Revenue Service of the application in whole
      or
      in part of Section 9.4(b) in accordance with Section 1.704-2(f)(4) of the
      Allocation Regulations. Furthermore, if additional exceptions to the minimum
      gain charge-back requirements of the Allocation Regulations have been provided
      through revenue rulings or other pronouncements, the Managers are authorized
      and
      may cause the Company to take advantage of such exceptions.




(h)  ***Mandatory
      Allocations Under Section 704(c) of the Code*** .
      Notwithstanding the foregoing provisions of this Section 9.4, in the event
      Section 704(c) of the Code or Section 704(c) of the Code principles applicable
      under Section 1.704-1(b)(2)(iv) of the Tax Regulations require allocations
      of
      Profits or Losses in a manner different than that set forth above, the
      provisions of Section 704(c) of the Code and the Tax Regulations thereunder
      shall control such allocations among the Members. Any item of Company income,
      gain, loss and deduction with respect to any property (other than cash) that
      has
      been contributed by a Member to the capital of the Company or which has been
      revalued for Capital Account purposes pursuant to Section 1.704-l(b)(2)(iv)
      of
      the Tax Regulations) and which is required or permitted to be allocated to
      such
      Member for income tax purposes under Section 704(c) of the Code so as to take
      into account the variation between the tax basis of such property and its Gross
      Asset Value at the time of its contribution shall be allocated solely for income
      tax purposes in the manner so required or permitted under Section 704(c) of
      the
      Code using the “traditional method” described in Section 1.704-3(b) of the Tax
      Regulations; provided , however ,
      that
      curative allocations consisting of the special allocation of gain or loss upon
      the sale or other disposition of the contributed property shall be made in
      accordance with Section 1.704-3(c) of the Tax Regulations to the extent
      necessary to eliminate any disparity, to the extent possible, between the
      Members’ book and tax Capital Accounts attributable to such
      property.




9.5  **Regulatory
      Allocations** .
      The
      allocations set forth in Sections 9.4 (a) through (g) (the *“* ***Regulatory
      Allocations*** *”* )
      are
      intended to comply with certain requirements of the Tax Regulations. It is
      the
      intent of the Members that, to the extent possible, all Regulatory Allocations
      shall be offset either with other Regulatory Allocations or with special
      allocations of other items of Company income, gain, loss, or deduction pursuant
      to this Section 9.5. Therefore, notwithstanding any other provision of this
      Article IX (other than the Regulatory Allocations), the Managers shall make
      such
      offsetting special allocations of Company income, gain, loss, or deduction
      in
      whatever manner it determines appropriate so that, after such offsetting
      allocations are made, each Member’s Capital Account balance shall, to the extent
      possible, be equal to the Capital Account balance such Member would have had
      if
      the Regulatory Allocations were not part of this Agreement and all Company
      items
      were allocated pursuant to Sections 9.2 and 9.3 herein. In applying this Section
      9.5, the Managers (i) shall take into account future Regulatory Allocations
      under one or more provisions of Section 9.4 that, although not yet made, are
      likely to offset other Regulatory Allocations previously made under the same,
      or
      one or more other, provisions of Section 9.4 and (ii) may reallocate Profits
      and
      Losses for prior open years (or items of gross income and deductions of the
      Company for such years) among the Members to the extent it is not possible
      to
      achieve such result with allocations of items of income (including gross income)
      and deductions for the current year and future years. This Section 9.5 shall
      control notwithstanding any reallocation or adjustment of taxable income,
      taxable loss, or items thereof by the Internal Revenue Service or any other
      taxing authority.






36




9.6  **Other
      Allocation Rules** **.**




(a)  For
      purposes of determining the Profits, Losses, or any other item allocable to
      any
      period (including allocations to take into account any changes in any Member’s
      Sharing Ratio during a Fiscal Year and any transfer of Member’s Membership
      Interest or Economic Interest in the Company), Profits, Losses, and any such
      other item shall be determined on a daily, monthly, or other basis, as
      reasonably determined by the Managers under Section 706 of the Code and the
      Tax
      Regulations thereunder using the closing of the books method.




(b)  The
      Members are aware of the income tax consequences of the allocations made by
      this
      Article IX and hereby agree to be bound by the provisions of this Article IX
      in
      reporting their shares of Company income and loss for income tax
      purposes.




(c)  Solely
      for purposes of determining a Member’s proportionate share of the “excess
      nonrecourse liabilities” of the Company within the meaning of Section
      1.752-3(a)(3) of the Tax Regulations, the Members’ Membership Interests in
      Company profits are in proportion to their Sharing Ratios.




(d)  To
      the
      extent permitted by Section 1.704-2(h)(3) of the Tax Regulations, the Managers
      shall endeavor to treat distributions of Net Cash Flow as having been made
      from
      the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only
      to
      the extent that such distributions would cause or increase an Adjusted Capital
      Account Deficit for any Member.




(e)  Except
      as
      otherwise provided in this Article IX, an allocation of Company Profits or
      Losses to a Member shall be treated as an allocation to such Member of the
      same
      share of each item of income, gain, loss and deduction taken into account in
      computing such Profits or Losses.




(f)  For
      purposes of determining the character (as ordinary income or capital gain)
      of
      any Profits allocated to the Members pursuant to this Article IX, such portion
      of Profits that is treated as ordinary income attributable to the recapture
      of
      Depreciation shall, to the extent possible, be allocated among the Members
      in
      the proportion which (i) the amount of Depreciation previously allocated to
      each
      Member bears to (ii) the total of such depreciation allocated to all Members.
      This section 9.6(f) shall not alter the amount of allocations among the Members
      pursuant to this Article IX, but merely the character of income so
      allocated.






37




(g)  Except
      for arrangements expressly described in this Agreement, no Member shall enter
      into (or permit any Person related to the Member to enter into) any arrangement
      with respect to any liability of the Company that would result in such Member
      (or a Person related to such Member under Section 1.752-4(b) of the Tax
      Regulations) bearing the economic risk of loss (within the meaning of Section
      1.752-2 of the Tax Regulations) with respect to such liability unless such
      arrangement has been approved by all Members. To the extent a Member is
      permitted to guarantee the repayment of any Company indebtedness under this
      Agreement, each of the other Members shall be afforded the opportunity to
      guarantee such Member’s pro rata share of such indebtedness, determined in
      accordance with the Members’ respective Sharing Ratios.




(h)  In
      the
      event additional Members are admitted to the Company, the Profits (or Losses)
      allocated to the Members for each such fiscal year during which Members are
      so
      admitted shall be allocated among the Members in proportion to the Economic
      Interest each holds from time to time during such Fiscal Year in accordance
      with
      Code Section 706, using the “closing of the books” method.




9.7  **Distribution
      of Net Cash Flow** .
      Net
      Cash Flow for a given Fiscal Year shall be distributed as follows:




(a)  ***Amounts
      and Timing*** **.** Subject
      to Section 9.7(c), all distributions to Members made in accordance with this
      Article IX shall be reasonably determined by the Managers taking into account
      the working capital needs of the Company and other current or projected uses
      of
      funds, after a reasonable reserve has been established. Subject to Section
      9.7(c), distributions of Net Cash Flow shall be made to the Members as follows
      and in the following order of priority:




(i)  first,
      to
      repay the Newmark Loans and Mack-Cali Loans (and any and all accrued but unpaid
      interest and return thereon), *pari
      passu* in
      proportion to their respective unpaid principal balances of the Newmark Loans
      and Mack-Cali Loans, with any amounts so distributed being applied first to
      reduce any and all of the accrued but unpaid interest thereon to the extent
      thereof and then to reduce any outstanding principal;




(ii)  second,
      to the Members in proportion to their respective Capital Contributions, until
      the aggregate amount distributed to each Member under this clause (ii) shall
      equal such Member’s aggregate Capital Contributions; and






38




(iii)  third,
      to
      the Members, in proportion to their respective Sharing Ratios;




provided , however ,
      other
      than Tax Distributions, distributions of Net Cash Flow under this Section 9.7(a)
      shall not be made to the Members until, at the earliest, the second anniversary
      from the Effective Date.




In
      the
      event that the Managers do not determine when distributions are to be made
      for
      the then Fiscal Year, such distributions, shall be made within 90 days of the
      end of each Fiscal Year to those Persons recognized on the books of the Company
      as Members or as Assignees on the last day of such Fiscal Year.




(b)  ***Amounts
      Withheld*** .
      All
      amounts withheld pursuant to the Code and Tax Regulations or any provision
      of
      any state or local tax law with respect to any payment, distribution, or
      allocation to a Member shall be treated as amounts distributed to such Member
      pursuant to this Section 9.7 for all purposes under this Agreement. The Managers
      shall cause the Company and any Company Subsidiary to withhold from
      distributions or payments, or with respect to allocations, to the Members and
      to
      pay over to any federal, state, or local government any amounts required to
      be
      so withheld and paid over pursuant to the Code and Tax Regulations or any
      provisions of any other federal, state, or local law, and shall treat any such
      amounts so withheld in respect of any Member as having been actually distributed
      or paid (as applicable) to such Member pursuant to Section 9.7(a) for all
      purposes of this Agreement.




(c)  ***Distributions
      for Payment of Taxes*** .
      Before
      any distributions are made pursuant to Section 9.7(a), the Company shall
      distribute (and/or set aside sufficient reserves for distribution) to the
      Members by no later than March 31st following the end of each Fiscal Year,
      commencing with March 31, 2007, an amount (for each Member, such Member’s ***“Tax
      Distribution”*** )
      of Net
      Cash Flow (or any cash comprising thereof) and Third Party Loan (to the extent
      available) proceeds which, when added to the aggregate Net Cash Flow
      distribution to the Members pursuant to Section 9.7(a)(ii) and (iii) during
      such
      Fiscal Year, shall equal: (i) with respect to Panzer, Marlow and NKFFM, the
      product of: (A) the total amount of ordinary income, short-term capital gain
      and
      long-term capital gain allocable to each of them for such Fiscal Year hereunder;
      and (B) the maximum effective combined federal, state and local income tax
      rate
      for such Fiscal Year for individuals living in New York City (taking into
      account the federal deduction for state and local income taxes and the character
      of income/gain so allocated (and the corresponding tax rate to which such
      income/gain is subject)); and (ii) with respect to the Mack-Cali Member, the
      product of: (A) the total amount of income and gain allocable to the Mack-Cali
      Member for such Fiscal Year hereunder; and (B) the maximum effective combined
      federal, state and local income tax rate for such Fiscal Year for regular
      subchapter C corporations doing business in New York City (taking into account
      the federal deduction for state and local income taxes); provided , however ,
      if
      there should be insufficient Net Cash Flow and Third Party Loan proceeds to
      fund, in full, all of the Tax Distributions required to be made to all of the
      Members, then the total cash and proceeds so available shall be distributed
      to
      the Members in proportion to the Tax Distributions that each Member would have
      been entitled to so receive if there were sufficient cash and proceeds to so
      distribute. Any Tax Distribution made by the Company to the Member shall be
      treated as a distribution to such Member of Net Cash Flow under Section
      9.7(a)(ii) (until the Member shall have received the maximum amount to which
      it
      or he is entitled thereunder) and then under Section 9.7(a)(iii).






39




**ARTICLE
      X**




**TAX
      MATTERS PARTNER**




NKFFM **** shall
      be
      the “tax matters partner” (the ***“Tax
      Matters Partner”*** )
      of the
      Company pursuant to Section 6231(a)(7) of the Code. The Tax Matters Partner
      shall not resign as the “tax matters partner” unless, on the effective date of
      such resignation, the Company has designated another Member as Tax Matters
      Partner and such Member has given its consent in writing to its appointment
      as
      Tax Matters Partner. The Tax Matters Partner shall receive no additional
      compensation from the Company for its services in that capacity, but all
      expenses reasonably incurred by the Tax Matters Partner in such capacity shall
      be borne by the Company. The Tax Matters Partner is authorized to employ such
      accountants, attorneys and agents as it determines is necessary to or useful
      in
      the performance of its duties, subject to the reasonable approval of a
      Supermajority of the Members. In addition, the Tax Matters Partner shall serve
      in a similar capacity with respect to any similar tax related or other election
      provided by state or local laws. The Tax Matters Partner shall provide a copy
      of
      any notice of tax audits or other tax proceedings pertaining to the Company,
      to
      the other Members, promptly upon receipt thereof.




The
      Tax
      Matters Partner shall use its or his best efforts to comply with the
      responsibilities outlined in this Article X and in Sections 6222 through 6231
      of
      the Code and the Tax Regulations promulgated thereunder. The Tax Matters Partner
      shall give prompt notice to the Members upon receipt of advice that the Internal
      Revenue Service intends to examine Company income tax returns for any years,
      and
      the Members shall furnish the Tax Matters Partner with such information as
      the
      Tax Matters Partner may reasonably require to permit it or him to provide the
      Internal Revenue Service with sufficient information to allow proper notice
      to
      the parties in accordance with Section 6223 of the Code. The Tax Matters Partner
      shall not enter into a settlement agreement (or, otherwise, bind the Members, or
      any one or more of them) without obtaining the prior written approval of a
      Supermajority of the Members. If any Member enters into a settlement agreement
      with the Secretary of the Treasury with respect to any Company items, as defined
      by section 6231(a)(3) of the Code, it shall notify the others of such settlement
      agreement and its terms within thirty (30) days from the date of settlement.
      The
      provisions of this Article X shall survive the termination of the Company or
      the
      termination of any party’s interest in the Company and shall remain binding on
      the Members for a period of time necessary to resolve with the Internal Revenue
      Service or the Department of the Treasury any and all matter regarding the
      Federal income taxation of the Company and each of the Members with respect
      to
      Company matters.




**ARTICLE
      XI**




**DISPOSITION
      OF MEMBERSHIP INTEREST**




11.1  **Compliance
      with Securities Laws** .
      Neither
      the Membership Interests nor the Economic Interests have been registered under
      the Securities Act of 1933, as amended, or under any applicable state securities
      laws. A Member or Assignee may not Dispose of all or any part of its or his
      Membership Interest or Economic Interest, except upon compliance with the
      applicable federal and state securities laws and the provisions set forth in
      this Article XI and elsewhere hereunder. The Managers shall have no
      obligation to register any Member’s Membership Interest or Assignee’s Economic
      Interest under the Securities Act of 1933, as amended, or under any applicable
      state securities laws, or to make any exemption therefrom available to any
      Member or Assignee.






40




11.2  **In
      General** .




(a)  Permitted
      Dispositions .
      Except
      as otherwise set forth in, and subject to the provisions of, this
      Article XI, no Member shall have the right to Dispose of, and otherwise
      there shall be no Disposition of, all or any part of a Membership Interest
      or
      Economic Interest in the Company without the prior written consent of a
      Supermajority of the Members, except for a Permitted Disposition.




(b)  Admission
      of transferees/assignees of Membership Interests/Economic
      Interests .
      Subject
      to Section 11.8, only an assignee or transferee (other than an Eligible Assignee
      or assignee or transferee in a Disposition resulting from the death,
      incompetence or Disability of a Member or other transferor or assignor with
      respect to such Disposition, which Eligible Assignee, assignee or transferee
      shall be treated as an “Assignee” and owner of an Economic Interest only for all
      purposes of this Agreement) of all or any portion of a Membership Interest
      (although not an assignee or transferee of an Economic Interest only, who shall
      instead continue to be treated as an Assignee and owner of an Economic Interest
      only) in a Permitted Disposition that is a direct sale, transfer or disposition
      by a Member of his or its Membership Interest (or portion thereof) shall be
      admitted as, and shall have the rights of, a “member” (and shall be referred to
      as a Member hereunder) of the Company under the Act and this Agreement
      (including, without limitation, the right to obtain any information on account
      of the Company’s transactions, to inspect the Company’s books or to vote with
      the Members on, or to grant or withhold consents or approvals of, any matter
      on
      which members are entitled to vote hereunder or under the Act). An assignee
      or
      transferee of an Economic Interest (as opposed to an assignee or transferee
      of a
      Membership Interest) shall only have the to receive that share of the Profits,
      Losses and distributions attributable to such Economic Interest hereunder and
      shall be furnished such tax information as the Company is required to furnish
      to
      such assignee or transferee in respect of such interest under the Code and
      the
      Tax Regulations thereunder but, otherwise, shall have no rights that a “member”
or “Member” would otherwise have under the Act and the Agreement.




11.3  **No
      Requirement to Purchase Membership Interest** . Notwithstanding
      anything to the contrary in Articles XI and XII hereof, if Marlow is no longer
      employed with the Company or Panzer is no longer employed by Newmark for reasons
      set forth in Sections 12.1(i) or (j), neither the Company nor any of the Members
      shall be required to purchase the Membership Interest of either Marlow or Panzer
      (or any portion thereof or any interest therein) and, in such event, the
      Membership Interest of Marlow or Panzer (whichever of them shall no longer
      be
      employed) shall automatically be converted into an Economic Interest and he
      shall no longer be a “member” of the Company hereunder and under the Act.






41




11.4  **NKFFM
      Drag-Along Right**  ****




(a)  Notwithstanding
      anything to the contrary herein, in the event that there is a NKFFM Drag-Along
      Event, then NKFFM shall have the right (but not the obligation) to require
      the
      Mack-Cali Member to sell (the ***“NKFFM
      Drag-Along Right”*** )
      all,
      and only all, of its (and, as applicable, its Affiliates’) Membership Interests
      and Economic Interests (the ***“Mack-Cali
      Interest*** **s”** )
      for a
      price equal to the greater of (the **“** ***NKFFM
      Drag-Along Price*** **)** :
      (i) the
      product of (A) five (5) times the Trailing Company EBITDA, and (B) the aggregate
      Sharing Ratio represented by the Mack-Cali Interests; or (ii) the aggregate
      unreturned Capital Contributions of the Mack-Cali Member and its Affiliates;
      or
      (iii) in the event the third party acquirer of NKFFM and/or Newmark, under
      the
      terms of its acquisition of NKFFM and/or Newmark, has stipulated a valuation
      of
      the Company, the product of (A) such valuation and (B) the aggregate Sharing
      Ratio represented by the Mack-Cali Interests.




(b)  NKFFM
      shall notify the Mack-Cali Member, in writing (the ***“NKFFM
      Drag-Along Notice”*** **)** (with
      copies of the NKFFM Purchase Notice to also be delivered to the Company and
      all
      of the other Members) of its decision to exercise the NKFFM Drag-Along Right.
      The Trailing Company EBITDA shall be determined by the Company’s Accountants
      consistent with the definition of “Trailing Company EBITDA” using (and which
      determination shall be based on): (i) the annual audited reports previously
      furnished by the Company’s Accountants to the Members pursuant to Section 4.2;
      and (ii) such other and additional financial and other reports, information
      and
      supporting documentation that the Company’s Accountants determine to be relevant
      in making its determination (and which reports, information and supporting
      documentation the Managers shall furnish to the Company’s Accountants promptly
      upon the request therefor by the Company’s Accountants), and which determination
      the Company’s Accountants shall certify in a writing (the ***“Certified
      Letter”*** ) **** addressed
      to both NKFFM and the Mack-Cali Member: The determination of “Trailing Company
      EBITDA” set forth in the Certified Letter shall be conclusive and not subject to
      challenge by either NKFFM or the Mack-Cali Member absent manifest error. The
      Company shall engage the Company’s Accountants promptly following its receipt of
      the NKFFM Drag-Along Notice to undertake and complete the foregoing
      determination and certification and to issue the Certified Letter) by no later
      than forty-five (45) days following its receipt of the NKFFM Drag-Along
      Notice.




(c)  The
      closing of the purchase and sale of the Mack-Cali Interests shall occur on
      a
      Business Day mutually agreeable by NKFFM and the Mack-Cali Member and which
      is
      no later than twenty Business Days following NKFFM’s and the Mack-Cali Member’s
      receipt of the Certified Letter. On the closing date, NKFFM shall remit payment
      of the NKFFM Drag-Along Price, together with any unpaid Mack-Cali Loans
      principal (together with all accrued but unpaid interest thereon) to the
      Mack-Cali Member (and/or one or more of its designees), as finally determined
      based on the Trailing Company EBITDA set forth in the Certified Letter, free
      and
      clear of any and all liens, claims and encumbrances, and the assignment of
      the
      Mack-Cali Interests shall be free and clear of any and all liens, claims and
      encumbrances (other than this Agreement) and shall be evidenced by an assignment
      reasonably acceptable to the Mack-Cali Member and NKFFM and which shall be
      executed by each of the sellers and purchasers of the Mack-Cali Interests,
      together with such other and additional documents and agreements reasonably
      requested by the Mack-Cali Member and NKFFM.






42




11.5  **Mack-Cali
      Tag-Along Right** **.**




(a)  Notwithstanding
      anything to the contrary herein, in the event that there is a NKFFM Drag-Along
      Event, then the Mack-Cali Member shall have the right (but not the obligation)
      to require NKFFM to purchase (the ***“Mack-Cali
      Tag-Along Right”*** )
      all or
      a portion of its (and, as applicable, its Affiliates’) Membership Interest and
      Economic Interest for a price equal to the greater of (the **“** ***Mack-Cali
      Tag-Along Price*** **)** :
      (i) the
      product of (A) five (5) times the Trailing Company EBITDA, and (B) the aggregate
      Sharing Ratio represented by the Mack-Cali Tag-Along Interest (as defined in
      Section 11.5(b)); (ii) the aggregate unreturned Capital Contributions of the
      Mack-Cali Member and its Affiliates; or (iii) in the event the third party
      acquirer of NKFFM and/or Newmark, under the terms of its acquisition of NKFFM
      and/or Newmark, has stipulated a valuation of the Company, the product of (A)
      such valuation and (B) the aggregate Sharing Ratio represented by the Mack-Cali
      Tag-Along Interest.




(b)  The
      Mack-Cali Member shall notify NKFFM, in writing (the ***“Mack-Cali
      Tag-Along Notice”*** **)** (with
      copies of the Mack-Cali Tag-Along Notice to also be delivered to the Company
      and
      all of the other Members) of its decision to exercise the Mack-Cali Tag-Along
      Right and the portion of its (and, as applicable, its Affiliates’) Membership
      Interest and Economic Interest to be purchased by NKFFM (the ***“Mack-Cali
      Tag-Along Interest”*** ).
      The
      Trailing Company EBITDA shall be determined by the Company’s Accountants
      consistent with the definition of “Trailing Company EBITDA” using (and which
      determination shall be based on): (i) the annual audited reports previously
      furnished by the Company’s Accountants to the Members pursuant to Section 4.2;
      and (ii) such other and additional financial and other reports, information
      and
      supporting documentation that the Company’s Accountants determine to be relevant
      in making its determination (and which reports, information and supporting
      documentation the Managers shall furnish to the Company’s Accountants promptly
      upon the request therefor by the Company’s Accountants), and which determination
      the Company’s Accountants shall certify in the Certified Letter **** to
      both
      NKFFM and the Mack-Cali Member: The determination of “Trailing Company EBITDA”
set forth in the Certified Letter shall be conclusive and not subject to
      challenge by either NKFFM or the Mack-Cali Member absent manifest error. The
      Company shall engage the Company’s Accountants promptly following its receipt of
      the Mack-Cali Tag-Along Notice to undertake and complete the foregoing
      determination and certification and to issue the Certified Letter) by no later
      than forty-five (45) days following its receipt of the Mack-Cali Tag-Along
      Notice.




(c)  The
      closing of the purchase and sale of the Mack-Cali Tag-Along Interest shall
      occur
      on a Business Day mutually agreeable by NKFFM and the Mack-Cali Member and
      which
      is no later than twenty Business Days following NKFFM’s and the Mack-Cali
      Member’s receipt of the Certified Letter. On the closing date, NKFFM shall remit
      payment of the Mack-Cali Tag-Along Price, together with any unpaid Mack-Cali
      Loans principal (together with all accrued but unpaid interest thereon), to
      the
      Mack-Cali Member (and/or one or more of its designees), as finally determined
      based on the Trailing Company EBITDA set forth in the Certified Letter, free
      and
      clear of all liens, claims and encumbrances, and the assignment of the Mack-Cali
      Tag-Along Interest shall be free and clear of any and all liens, claims and
      encumbrances (other than this Agreement) and shall be evidenced by an assignment
      reasonably acceptable to the Mack-Cali Member and NKFFM and which shall be
      executed by each of the sellers and purchasers of the Mack-Cali Tag-Along
      Interest, together with such other and additional documents and agreements
      reasonably requested by the Mack-Cali Member and NKFFM.






43




11.6  **Put
      Rights.**




(a)  During
      any Put Period, either the Mack-Cali Member or NKFFM ( ***“Exercising
      Member”*** )
      may
      deliver a notice, in writing (the ***“Put
      Notice”*** )
      to the
      other of them (a ***“Non-Exercising
      Member”*** ),
      with a
      copy to Panzer and Marlow, that the Exercising Member is offering (the ***“Put
      Offer”*** )
      to sell
      its and its Affiliates’ entire Membership Interests and Economic Interests (the ***“Sale
      Interest”*** )
      to the
      Non-Exercising Member, for a price in cash that shall be no less than the
      Minimum Price (as defined below) for the Sale Interest (the ***“Sale
      Price”*** ); provided , however ,
      that
      notwithstanding anything herein to the contrary, any Put Notice that is
      delivered by NKFFM following the delivery by the Mack-Cali Member of a Put
      Notice to NKFFM shall be null and void and of no effect. The ***“Minimum
      Price”*** for the
      Sale Interest shall equal the greater of: (i) the product of (A) five (5) times
      the Trailing Company EBITDA, and (B) the aggregate Sharing Ratio represented
      by
      Sale Interest, or (ii) the aggregate unreturned Capital Contributions of the
      Exercising Member and its Affiliates.




(b)  By
      no
      later than twenty (20) days following its receipt of the Put Notice (the ***“Put
      Response Period”*** ),
      the
      Non-Exercising Member shall notify the Exercising Member, in writing (the ***“Put
      Response Notice”*** ),
      whether the Non-Exercising Member desires to purchase the Sale Interest from
      the
      Exercising Member for the Sale Price; provided , however ,
      the
      Non-Exercising Member may request, in a writing sent to the Company and the
      Exercising Member before the end of the Put Response Period, that the Trailing
      Company EBITDA be determined by the Company’s Accountants, in which case the
      Company shall engage the Company’s Accountants to prepare and certify such
      determination and issue a letter (similar to the Certified Letter) by no later
      than 45 days following the date of such request in the same manner as provided
      in Section 11.4(b) and the Put Response Period shall be automatically extended
      until the fifth (5 th )
      Business Day following the Non-Exercising Member’s receipt of such certified
      letter from the Company’s Accountants. If the Put Response Notice states that
      the Non-Exercising member rejects the Put Offer, or the Non-Exercising Member
      shall fail to timely deliver its Put Response Notice to the Exercising Member
      by
      the end of the Put Response Period as may be extended pursuant to the preceding
      sentence (in which case the Non-Exercising Member shall be deemed to have
      elected to reject the Put Offer), the Company shall be dissolved and its affairs
      wound up pursuant to Article XIV; provided , however ,
      such
      dissolution and winding up shall be postponed if, during the Put Response
      Period, Marlow and Panzer, acting jointly, provide notice to the Mack-Cali
      Member and NKFFM (the ***“Marlow/Panzer
      Notice”*** )
      that,
      in the event the Non-Exercising Member rejects the Put Offer, it will purchase
      the Sale Interest for the Sale Price upon the terms and conditions set forth
      in
      Section 11.6(d) (the ***“Marlow/Panzer
      Purchase”*** ),
      and
      such sale to Marlow and Panzer closes in accordance with such provisions.






44




(c)  The
      closing of the purchase and sale of the Sale Interest shall occur at the offices
      of counsel for the Company and on a Business Day in the next following June
      or
      December that is mutually and reasonably agreeable to both the Exercising Member
      and Non-Exercising Member. The selling parties shall be paid in cash (which
      shall be free and clear of any and all liens, claims and encumbrances) 10%
      of
      the Sale Price and, as applicable, unpaid Mack-Cali Loans principal or Newmark
      Loans principal (together with all accrued but unpaid interest thereon), at
      the
      closing, with the balance to be paid in cash (free and clear and any and all
      liens, claims and encumbrances) over the immediately succeeding 24 months in
      equal monthly installments together with interest at the rate of 8% per annum.
      The assignment of the Sale Interest shall be free and clear of any and all
      liens, claims and encumbrances (other than this Agreement) and shall be
      evidenced by an assignment reasonably acceptable to the Exercising Member and
      Non-Exercising Member and which shall be executed by each of them (and the
      sellers of the Sale Interest), together with such other and additional documents
      and agreements reasonably requested by the Exercising Member and Non-Exercising
      Member.




(d)  In
      the
      event that the Non-Exercising Member rejects the Put Offer in accordance with
      the provisions of Section 11.6(b), and the Marlow/Panzer Notice is delivered,
      the closing of the Marlow/Panzer Purchase shall occur at the offices of counsel
      for the Company and on a Business Day that is 30 days following the expiration
      of the Put Response Period or receipt of the Put Response Notice, whichever
      is
      later. At the closing, the Sale Price, together with all unpaid principal and
      accrued and unpaid interest of any Mack-Cali Loan (in the case where the
      Exercising Member is the Mack-Cali Member) or Newmark Loan (in the case where
      the Exercising Member is NKFFM), shall be payable by Marlow and Panzer, acting
      jointly, in cash (free and clear of any and all liens, claims and encumbrances),
      to the Exercising Member. The assignment of the Sale Interest shall be free
      and
      clear of any and all liens, claims and encumbrances (other than this Agreement)
      and shall be evidenced by an assignment reasonably acceptable to the Exercising
      Member, together with such other and additional documents and agreements
      reasonably requested by the Exercising Member.




11.7  **Call
      Rights** .




(a)  Upon
      the
      occurrence of a MC Change of Control Event and for a period 180 days thereafter
      (the ***“Call
      Period”*** ),
      NKFFM
      shall have the right (the ***“Call
      Right”*** )
      to
      purchase the entire Membership Interests and Economic Interests of the Mack-Cali
      Member and its Affiliates (the ***“Called
      Interest”*** )
      to the
      Mack-Cali Member, for a purchase price in cash (the ***“Call
      Price”*** )
      equal
      to the greater of: (i) the product of (A) five (5) times the Trailing Company
      EBITDA, and (B) the aggregate Sharing Ratio represented by Called Interest,
      or
      (ii) the aggregate unreturned Capital Contributions of the Exercising Member
      and
      its Affiliates. NKFFM shall exercise the Call Right by delivery of a notice,
      in
      writing (the ***“Call
      Notice”*** )
      to the
      Mack-Cali Member, prior to the expiration of the Call Period.






45




(b)  By
      no
      later than twenty (20) days following its receipt of the Call Notice the
      Mack-Cali Member may request, in a writing sent to the Company and NKFFM, that
      the Trailing Company EBITDA be determined by the Company’s Accountants, in which
      case the Company shall engage the Company’s Accountants to prepare and certify
      such determination and issue a letter (similar to the Certified Letter) by
      no
      later than 45 days following the date of such request in the same manner as
      provided in Section 11.4(b).




(c)  The
      closing of the purchase and sale of the Called Interest shall occur at the
      offices of counsel for the Company and on a Business Day that is mutually and
      reasonably agreeable to both NKFFM and the Mack-Cali Member, but in no event
      later than the next following June or December. The selling parties shall be
      paid, in cash (free and clear of any and all liens, claims and encumbrances)
      10%
      of the Call Price and unpaid Mack-Cali Loan principal (together with all accrued
      but unpaid interest thereon), at the closing, with the balance to be paid in
      cash (free and clear of any and all liens, claims and encumbrances) over the
      immediately succeeding 24 months in equal monthly installments together with
      interest at the rate of 8% per annum. The assignment of the Called Interest
      shall be free and clear of any and all liens, claims and encumbrances (other
      than this Agreement) and shall be evidenced by an assignment reasonably
      acceptable to NKFFM and the Mack-Cali Member and which shall be executed by
      each
      of them (and the sellers of the Called Interest), together with such other
      and
      additional documents and agreements reasonably requested by NKFFM and the
      Mack-Cali Member.




11.8  **Disposition
      of Interests** .
      Notwithstanding anything to the contrary herein, a Membership Interest and/or
      Economic Interest may not be Disposed of (whether in a Permitted Disposition
      or
      otherwise) in whole or in part unless the following terms and conditions have
      been satisfied:




(a)  The
      transferor or assignor of such interest shall have:




(i)  paid
      all
      costs incurred by the Company in connection with the Disposition;




(ii)  furnished
      the Company with a written opinion of counsel, reasonably satisfactory in form
      and substance to counsel for the Company, that such Disposition complies with
      applicable federal and state securities laws and this Agreement and that such
      Disposition, for federal income tax purposes, will not cause the termination
      of
      the Company under Section 708(b) of the Code or cause the Company to be treated
      as an association taxable as a corporation for income tax purposes;
      and




(iii)  complied
      with such other conditions as a Majority of the non-transferring/non-assigning
      Members and/or Managers may reasonably require from time to time.






46




(b)  The
      transferee or assignee of such interest shall have:




(i)  executed
      all documents required to effectuate such Disposition and to become a transferee
      or assignee of an Economic Interest only (but without becoming a “member” of the
      Company) or a Membership Interest (and becoming a “member” of the Company), as
      the case may be;




(ii)  assumed
      all of the obligations, if any, of the transferor or assignor in respect of
      the
      interest being assigned or transferred;




(iii)  furnished
      the Company with a written opinion of counsel, reasonably satisfactory in form
      and substance to counsel for the Company, that such Disposition complies with
      applicable federal and state securities laws and this Agreement and that such
      Disposition, for federal income tax purposes, will not cause the termination
      of
      the Company under Section 708(b) of the Code or cause the Company to be treated
      as an association taxable as a corporation for income tax purposes;




(iv)  adopted
      and approved in writing all of the terms and provisions of this Agreement then
      in effect; and




(v)  complied
      with such other requirements as a Majority of the non-transferring/non-assigning
      Members and/or Managers may reasonably require from time to time;




provided , however ,
      that
      Sections 11.8(a)(ii) and 11.8(b)(iii) shall not apply to any Permitted
      Disposition.




Dispositions
      will be recognized by the Company as effective only upon the close of business
      on the last day of the calendar month following satisfaction of the above
      conditions (such date to be referred to as the *“* ***Transfer
      Date*** *”* ).
      Any
      Disposition in contravention of this Article XI and any Disposition (other
      than
      a Permitted Disposition) which if made would cause a termination of the Company
      for federal income tax purposes under Section 708(b) of the Code shall be void
      ab initio and ineffectual and shall not bind the Company or the other
      Members.




11.9  **Dissociation
      of Member** .
      Upon
      the Dissociation of a Member, such Member’s lawful successors shall
      automatically be vested with ownership of such Member’s entire Membership
      Interest, except that such Membership Interest shall, upon the occurrence of
      such Dissociation event (except, as regard to the Mack-Cali Member or NKFFM
      or
      any of their successors only, a Dissociation event described in Section 12.1(e)
      or (f)), automatically and without the requirement of any further action on
      the
      part of any Person, be converted into an Economic Interest with any one or
      more
      owners or holders thereof (or any portion thereof or any interest therein)
      being
“Assignees” (but not “members” and “Members”) under the Act and for purposes of
      this Agreement.




11.10  **Distributions
      and Allocations in Respect to Disposed Interest** .
      If any
      Membership Interest or Economic Interest (or any portion thereof or any interest
      therein) is Disposed during any Fiscal Year in compliance with the provisions
      of
      this Article XI, Profits and Losses and Distributions under Article IX and
      all
      other items attributable to such Membership Interest or Economic Interest (or
      any portion thereof or any interest therein) for such period shall be divided
      and allocated between the transferor/assignor and the transferee/assignee by
      taking into account their varying interests during the period in accordance
      with
      Code Section 706(d), using the “closing-of-the-books” method. All distributions
      on or before the Transfer Date (as defined in Section 11.8) shall be made to
      the
      transferor or assignor of such interest, and all distributions thereafter shall
      be made to the transferee or assignee of such interest. Solely for purposes
      of
      making such allocations and distributions, the Company shall recognize such
      Disposition as of the Transfer Date, provided that if the Company does not
      receive a notice stating the date such Membership Interest or Economic Interest
      (or any portion thereof or any interest therein) was transferred or assigned
      and
      such other information as the Managers may reasonably require within thirty
      (30)
      days after the end of the Fiscal Year during which the Disposition occurs,
      then
      all of such items shall be allocated, and all distributions shall be made,
      to
      the Person who, according to the books and records of the Company, on the last
      day of the Fiscal Year during which the Disposition occurs, was the owner of
      the
      transferred or assigned interest. Neither the Company nor any Manager shall
      incur any liability for making allocations and Distributions in accordance
      with
      the provisions of this Article XI, whether or not any Manager or the Company
      has
      knowledge of any Disposition of ownership of any Membership Interest or Economic
      Interest (or any portion thereof or any interest therein).






47




11.11  **Dispositions
      not in Compliance with this Article Void** .
      Any
      Disposition of a Membership Interest or Economic Interest (or any portion
      thereof or interest therein), not in material compliance with the provisions
      of
      this Article XI shall be void ab initio and ineffectual and shall not bind
      the
      Company.




11.12  **Additional
      Membership Interests to be issued to Marlow pursuant to Marlow Employment
      Agreement.** (a) In
      addition to the 10% Membership Interest being issued to Marlow in exchange
      for
      the Capital Contributions being made by Marlow to the Company pursuant to
      Section 8.1 hereof, Marlow shall also be issued, effective January 1, 2007
      but
      subject to the vesting and other conditions and requirements set forth in,
      and
      prescribed by, the Marlow Employment Agreement an additional four percent (4%)
      Membership Interest in the Company (the **“** ***Four
      Percent Interest”*** ),
      including that (i) any Net Cash Flow or other amounts that would otherwise
      be
      distributable to Marlow in respect of such Four Percent Interest pursuant to
      Section 9.7, 14.3 or elsewhere hereunder (other than Tax Distributions otherwise
      distributable to Marlow in respect of such Four Percent Interest pursuant to
      Section 9.7(c)) ( ***“Withheld
      Marlow Distributions”*** )
      shall
      not be distributed to Marlow earlier than December 31, 2007 (notwithstanding
      anything in Section 9.7 or elsewhere in this Agreement to the contrary); (ii)
      in
      the event that the Marlow Employment Agreement shall have been terminated by
      either Marlow or the Company prior to December 31, 2007, then the Four Percent
      Interest (including, without limitation, any and all realized and unrealized
      gains, profits, income, and any Capital Account balance, together with any
      and
      all Withheld Marlow Distributions, associated therewith) shall be forever
      forfeited by Marlow (and for no consideration), with the Mack-Cali Member and
      NKFFM each being transferred one-half (1/2) of such Four Percent Interest;
      and
      (iii) until such time (if at all) that the Four Percent Interest shall become
      fully vested with Marlow pursuant to and in accordance with the conditions
      of
      the Marlow Employment Agreement, each of the Mack-Cali Member and NKFFM shall
      be
      treated as owning and controlling one-half (1/2) of the Four Percent Interest
      and the associated 4% Sharing Ratio (and no portion of such Four Percent
      Interest, or the associated 4% Sharing Ratio shall be treated as being owned
      or
      controlled by Marlow) for purposes of any Majority, Supermajority or other
      vote
      or consent required or permitted to be given, made or withheld for any action
      or
      decision of the Company or any Company Subsidiary hereunder; however, such
      Four
      Percent Interest (and the associated 4 percent Sharing Ratio) shall be treated
      as being owned by Marlow for purposes of the allocation provisions of Sections
      9.1 through 9.6 and for purposes of Section 9.7(c). In addition, and provided
      that Marlow shall have satisfied all of the conditions prescribed in Section
      3(c) of the Marlow Empoyment Agreement, Marlow shall receive an additional
      1.5%
      Membership Interest per year for four years (or a six percent (6%) Membership
      Interest in total) as and to the extent provided in the Marlow Employment
      Agreement. The Mack-Cali Member and NKFFM hereby agree that any Membership
      Interest to which Marlow is entitled to receive under the Marlow Employment
      Agreement shall be taken one-half (1/2) from the Membership Interest of the
      Mack-Cali Member and one-half (1/2) from the Membership Interest of NKFFM (and
      the Membership Interest of the Mack-Cali Member and of NKFFM shall be
      correspondingly reduced); provided , however ,
      that
      notwithstanding anything herein or in the Marlow Employment Agreement to the
      contrary, as an express condition to Marlow’s receipt of any such Membership
      Interest, Marlow shall have first remitted to the Company, the Mack-Cali Member
      and/or NKFFM, an amount of cash equal to the total taxes required to be withheld
      and paid over by each of them to a governmental authority or agency (including,
      without limitation, the Internal Revenue Service) in respect of such Membership
      Interest (and Marlow’s receipt thereof) (or, otherwise, Marlow shall have first
      made arrangement for the payment of any and all such taxes that is reasonably
      satisfactory to the Mack-Cali Member and NKFFM) and shall have satisfied (to
      the
      reasonable satisfaction of the Mack-Cali Member and NKFFM) any and all other
      tax
      obligations in respect of any such Membership Interest (and Marlow’s receipt
      thereof). The Members agree that any tax benefit or deduction resulting from
      the
      transfer of any such Membership Interest to Marlow pursuant to the Marlow
      Employment Agreement (including, without limitation, the Four Percent Interest)
      shall be allocated to, and/or shared proportionately by, the Mack-Cali Member
      and NKFFM.






48




**ARTICLE
      XII**


**DISSOCIATION
      OF A MEMBER**




12.1  **Dissociation** .
      A
      Person shall cease to be a Member upon the happening of any of the following
      events:




(a)  the
      withdrawal of a Member, other than NKFFM which shall only be permitted to
      withdraw upon the written consent of all of the Members;




(b)  the
      Bankruptcy of a Member;




(c)  subject
      to Section 11.9, in the case of a Member who is a natural person, the death
      of
      Disability of the Member or the entry of an order by a court of competent
      jurisdiction adjudicating the Member incompetent to manage the Member’s personal
      estate;






49




(d)  in
      the
      case of a Member that is a trust or who is acting as a Member by virtue of
      being
      a trustee of a trust, the termination of the trust (but not merely the
      substitution of a new trustee);




(e)  in
      the
      case of a Member that is a separate Organization other than a corporation,
      the
      dissolution of, and commencement of winding up by, such Member;




(f)  in
      the
      case of a Member that is a corporation, the filing of a certificate of
      dissolution, or its equivalent, for the corporation or the revocation of its
      charter;




(g)  in
      the
      case of a Member that is an estate, the distribution by the fiduciary of the
      estate’s entire interest in the Company;




(h)  in
      the
      case of a Member other than NKFFM or the Mack-Cali Member, such Member, or
      if
      such Member is an entity, those Persons who control such Member, is no longer
      employed by or associated with the Company;




(i)  in
      the
      case of Marlow, a termination of the Marlow Employment Agreement;
      and




(j)  in
      the
      case of Panzer, a termination of Panzer’s Independent Contractor Agreement with
      Newmark.




12.2  **Rights
      of Dissociating Member** .
      In the
      event any Member (other than the Mack-Cali Member or NKFFM) Dissociates prior
      to
      the expiration of the term of this Agreement, if the Dissociation causes a
      dissolution and winding up of the Company under Article XIV, such Member shall
      be entitled to participate in the winding up of the Company, but as an Assignee
      (and not as a “member” or Member under the Act and this Agreement).




12.3  **Purchase
      Price and Manner of Payment In Event of A Dissociation** .
      If
      there is a Dissociation event with respect to either Marlow or Panzer, as
      provided by Section 11.3, the Company shall be under no obligation to purchase
      and/or redeem all or any portion of the Membership Interest or Economic Interest
      of the Dissociated Member (or his Affiliates), although the Company may do
      so if
      a Supermajority of the Members (other than the Dissociated Member) determine
      to
      do so, in which case the Company shall redeem the entire Membership Interest
      and
      Economic Interest of the Dissociated Member and his Affiliates (said entire
      interests, collectively, such Dissociated Member’s ***“Aggregate
      Interest”*** )
      for an
      amount, and subject to the terms and conditions, determined and set forth in
      Section 12.3 and 12.4 below.




(a)  **Purchase
      Price in the Event of A Dissociation** **.** In the
      case where a Supermajority of the Members (other than the Dissociated Member)
      has determined to purchase and/or redeem the Aggregate Interest of such
      Dissociated Member, then the total purchase price to be paid by the Company
      to
      the Dissociated Member (and, to the extent applicable, his Affiliates) in
      respect of the Aggregate Interest of such Dissociated Member (the ***“Dissociation
      Purchase Price”*** *)* shall
      equal: (i) in the case where such Dissociated Member is Marlow: (A) if Marlow
      became a Dissociated Member under Section 12.1(i) as a result of the termination
      of the Marlow Employment Agreement by Newmark Knight Frank Global Management
      Services, LLC for Cause (as defined in the Marlow Employment Agreement) or
      as a
      result of termination of the Marlow Employment Agreement by Marlow without
      Cause
      and where such termination constituted a breach by Marlow of the Marlow
      Employment Agreement (following the expiration of any and all applicable cure
      periods thereunder), fifty percent (50%) of the value of the aggregate Capital
      Accounts represented by his Aggregate Interest; or (B) in all other cases,
      one
      hundred percent (100%) of the value of the aggregate Capital Accounts
      represented by his Aggregate Interest; and (ii) in the case where such
      Dissociated Member is Panzer, the greater of: (A) one hundred percent (100%)
      of
      the value of the aggregate Capital Accounts represented by the Aggregate
      Interest of Panzer, or (B) 100% of the value of the Aggregate Interest of
      Panzer, determined as the product of the Book Value of the Company and the
      aggregate Sharing Ratio represented by the Aggregate Interest of
      Panzer **;** provided , however ,
      in the
      event Panzer becomes a Dissociated Member for any reason and joins a competitor
      of either the Company, any Company Subsidiary, Newmark or the Mack-Cali Member
      or any of its Affiliates, then the purchase price shall equal the amount
      determined under clause (ii)(A). The applicable Dissociation Purchase Price
      shall be determined by the Company’s Accountants in accordance with this Section
      12.3(a).






50




(b)  **Payment
      of Dissociation Purchase Price** **.** The
      Dissociation Purchase Price (as determined pursuant to Section 12.3(a) above)
      shall be paid as follows: (i) ten (10%) percent of said amount shall be paid
      in
      cash or by good certified check at the closing; and (ii) the balance in twenty
      four (24) equal monthly installments with interest accruing at the rate of
      eight
      percent (8%) per annum, which payments shall be evidenced by one or more
      non-negotiable promissory notes to be made by the Company, as “Maker”, to the
      order of the Dissociated Member (and, as applicable, his Affiliate(s)) in
      respect of his or their respective Economic Interest and/or Membership Interest
      in the Company that comprises the Aggregate Interest, as “Payee” and that is
      dated the date of the closing, and which provides: (A) for the first installment
      to be due and payable one (1) month after the closing and monthly thereafter
      on
      the first day of e v ery
      month, (B) that the principal of such note may be adjusted in the event any
      collectible receivable on the date of closing thereafter become uncollectible,
      (C) that the note may be prepaid without penalty, and (D) in the event of
      default in payment of any installment with interest for a period of ten (10)
      days after written notice, the holder of the note may accelerate the principal
      balance due.




(c)  If
      any
      Membership Interest or Economic Interest is to be purchased as provided above,
      then the parties shall proceed to a closing in accordance with this clause
      (iii)
      to take place at the principal office of the Company at 10:00 A.M. on a date
      designated by the purchaser or seller or if they cannot agree on the date sixty
      (60) days after the appointment of a legal representative. At such closing,
      the
      transferring Dissociated Member (and, as applicable, his Affiliates) or his/her
      legal representative shall assign his or their entire Membership Interest and
      Economic Interest, as the case may be, to the Company and each party shall
      execute such other documents as may be reasonably required by counsel for the
      Company.




12.4  **Arbitration** **.** If
      the
      Dissociated Member in good faith disagrees with the Company’s Accountant’s
      calculation of the Dissociation Purchase Price, then the Dissociated Member
      shall notify the Company in writing (the “ **Notice
      of Disagreement** ”)
      of
      such disagreement within fifteen (15) days after delivery of the Company’s
      Accountant’s calculation of such value to the Dissociated Member. The Notice of
      Disagreement shall set forth in detail the basis for the disagreement and the
      Dissociated Member’s computation of the Dissociated Purchase Price. Thereafter,
      the Dissociated Member and the Company shall attempt in good faith to resolve
      and finally determine the Dissociation Purchase Price. If the Dissociated Member
      and the Company are unable to resolve the disagreement within twenty (20) days
      after delivery of the Notice of Disagreement, then the Company and the
      Dissociated Member shall select a mutually acceptable, independent accounting
      firm (such accounting firm being hereafter referred to as the “ **Independent
      Accountant** ”)
      to
      resolve the disputed items and make a determination of the Dissociation Purchase
      Price based thereon. The Independent Accountant shall make a determination
      of
      the Dissociation Purchase Price and provide the Company and the Dissociated
      Member with his/her decision (and reasonable detailed documentation setting
      forth the calculation resulting in such decision), within sixty (60) days after
      the Independent Accountant has been appointed. The Independent Accountant’s
      determination of the Dissociation Purchase Price shall be final, binding and
      conclusive upon the parties hereto. The scope of the Independent Accountant
      shall be limited to the resolution of the items contained in the Notice of
      Disagreement, and the determination of the value of the subject Capital Account.
      The fees, costs and expense of the Company relating to the determination of
      the
      Dissociation Purchase Price by the Company Accountant shall be borne by the
      Company. The fees, costs and expenses of the Independent Accountant, if any,
      relating to the determination of the Dissoiation Purchase Price shall be shared
      equally by the Company and the Dissociated Member.






51




**ARTICLE
      XIII**


**DISABILITY
      OF MEMBER**




13.1  **Disability
      or Incompetency of a Member** .
      Except
      as otherwise provided, upon the continuous Disability of either: (a) a Member
      who is a natural Person; or (b) a Person in control of a Member or Assignee
      of a
      Membership Interest or Economic Interest that acquired said interest as an
      Eligible Assignee from a Member described in clause (a) (such Member referred
      to
      in clause (a) or Member or Assignee referred to in clause (b), a ***“Disabled
      Member”*** ),
      in
      either case, for a period of not less than six (6) months, the Disabled Member
      shall offer or be deemed to have offered in writing to sell all of the Disabled
      Member’s (and his or her Affiliates’) Membership Interests and Economic
      Interests in the Company at a purchase price set forth in Section 12.3 hereof
      upon the terms and conditions set forth herein.




13.2  **Definition** For
      purposes of this Agreement, if the Member referred to in clause (a) of Section
      13.1 or Person referred to in clause (b) of Section 13.1 is not continuously
      Disabled for a period of six (6) months, but if such Member or Person, by reason
      of an illness or other cause is unable to carry on his or her duties for an
      accumulative period of six (6) months within any 24 month period, then such
      Member or, in the case of a Person referred to in clause (b) of Section 13.1,
      the Member or Assignee in which such Person controls shall be deemed to be
      a
“Disabled Member” for purposes of this Agreement. Beginning on the date the
      Disabled Member is deemed to have offered its, his or her Membership Interest
      and/or Economic Interest for sale (i.e., after 6 continuous months of disability
      or 6 months accumulative disability within the applicable period), and up to
      the
      date of closing for the purchase and sale of the Disabled Member’s Membership
      Interest and/or Economic Interest (with such period hereinafter referred to
      as
      the *“* ***Pre-Closing
      Disability*** *”* ),
      no
      Disabled Member shall: (a) share in the Profits and Losses of the Company;
      or
      (b) be entitled to vote his, her or its Membership Interest with respect to
      any
      Company business. However, during the Pre-Closing Disability period, the
      Disabled Member (or, as applicable, the Person in control of such Disabled
      Member) shall be entitled to receive medical benefits if such benefits are
      provided by the Company and if such Disabled Member were receiving medical
      benefits prior to the onset of his or her Disability.






52




While
      a
      Disabled Member is still a Member of the Company, his, her or its duly appointed
      representative shall be entitled to participate in any actions or decisions
      of
      the Company to the date of the Pre-Closing Disability, such as by way of voting
      his, her or its Membership Interest in the Company or otherwise; provided , however ,
      that if
      the Disability of a Member referred to in clause (a) of Section 13.1 or Person
      referred to clause (b) of Section 13.1 is a mental Disability rather than a
      physical Disability, a Disabled Member’s appointed representative shall vote
      his, her or its Membership Interest with respect to Company business. A Person
      who is designated to act as a Member’s duly appointed representative in the
      event of a mental disability must be a Member (or in control of a Member or
      Assignee referred to in clause (b) of Section 13.1) of the Company and shall
      be
      as set forth on Schedule
      B .
      Such
      duly appointed representative may not be changed in the absence of a writing
      by
      the Disabled Member to the contrary.









**ARTICLE
      XIV**


**DISSOLUTION
      AND WINDING UP**




14.1  **Dissolution** .
      The
      Company shall be dissolved and its affairs wound up, upon the first to occur
      of
      any of the following events (each of which shall constitute a ***“Dissolution
      Event”*** ):




(a)  the
      written consent of a Supermajority of the Members;




(b)  at
      any
      time when an Exercising Member has delivered a Put Notice and the Non-Exercising
      Member has rejected (or is deemed to have rejected) the Put Offer pursuant
      to
      Section 11.6, and Marlow and Panzer, acting jointly, do not consummate the
      Marlow/Panzer Purchase in accordance with Section 11.6 (including, without
      limitation, clause (d) thereof);




(c)  upon
      the
      approval of a Supermajority of the Members, the Company is in default in payment
      of the Newmark Loans and/or the Mack-Cali Loans;




(d)  at
      any
      time when there is but one Member, the Dissociation of such Member or the
      Disposition of all or part of the Membership Interest of such Member and the
      admission or attempted admission of the transferee or assignee of such
      Membership Interest as Member or Assignee;




(e)  the
      sale
      of all or substantially all of the Property as approved by a Supermajority
      of
      the Members; or






53




(f)  the
      happening of any other event that makes it unlawful, impossible, or impractical
      to carry on the business of the Company as determined by a Supermajority of
      the
      Members.




14.2  **Effect
      of Dissolution** .
      Upon
      dissolution, the Company shall not be terminated and shall continue until the
      winding up of the affairs of the Company is completed and a certificate of
      dissolution has been issued by the Secretary of State of the State of
      Delaware.




14.3  **Distribution
      of Assets on Dissolution.** Upon
      the
      winding up of the Company, such Person ( **“Liquidating
      Trustee”** ) **** designated
      by a Supermajority of the Members (which Liquidating Trustee may also be removed
      by any single Member owning more than a 30% Sharing Ratio in which case a
      substitute Person may be selected as a Liquidating Trustee by a Supermajority
      of
      the Members) shall take full account of either or both of the following: (i)
      sell the assets of the Company at public or private sale, at which sale any
      Member may purchase such assets, or (ii) retain part or all of the assets of
      the
      Company. Such distributions may be made in cash or kind and the proportion
      of
      any distribution that may be made in cash or kind may vary from Member to Member
      as the Managers may decide. The Liquidating Trustee shall promptly distribute
      all cash and other assets of the Company in the following order:




(a)  first,
      to
      the payment of the debts and liabilities of the Company to creditors, including
      Members who are creditors (including, without limitation, Newmark in respect
      of
      the Newmark Loans and the Mack-Cali Member in respect of the Mack-Cali Loans),
      to the extent permitted by law, in satisfaction of such debts and liabilities,
      and to the payment of necessary expenses of liquidation;




(b)  second,
      to the setting up of any reasonable reserves which the Liquidating Trustee
      may
      deem necessary or appropriate for any anticipated obligations or contingencies
      of the Company arising out of or in connection with the operation or business
      of
      the Company. Such reserves may be paid over by the Liquidating Trustee to an
      escrow agent or trustee selected by the trustee to be disbursed by such escrow
      agent or trustee in payment of any of the aforementioned obligations or
      contingencies and, if any balance remains at the expiration of such period
      as
      the Liquidating Trustee shall deem advisable, shall be distributed by such
      escrow agent or trustee in the manner hereinafter provided; and




(c)  then,
      subject to Section 14.8, to the Members in accordance with their respective
      positive Capital Account balances after taking into account all Capital Account
      adjustments for the Company’s taxable year in which the liquidation occurs.
      Liquidation proceeds shall be paid in accordance with Regulations Section
      1.704-1(b)(2)(ii)(b)(2). Such distributions shall be in cash or Property (which,
      if Property, shall be distributed proportionately to those Members so entitled
      to distributions) or partly in both, as determined by the Members acting by
      Supermajority vote.




Further,
      the Liquidating Trustee (but not a Manager or Member) may receive reasonable
      compensation (which shall be payable by the Company) for its services performed
      pursuant to this Article XIV.






54




14.4  **Compliance
      With Timing Requirements of Regulations** .
      In the
      event the Company is “Liquidated” within the meaning of Section
      1.704-1(b)(2)(ii)(g) of the Tax Regulations, (a) distributions shall be made
      pursuant to Section 14.3 to the Members who have positive Capital Accounts
      in
      compliance with Section 1.704-1(b)(2)(ii)(b)(2) of the Tax Regulations, and
      (b)
      if any Member has a deficit balance in his Capital Account (after giving effect
      to all adjustments for all Fiscal Years), such Member shall have no obligation
      to make any contribution to the capital of the Company with respect to such
      deficit, and such deficit shall not be considered a debt owed to the Company,
      any Member or any other Person. If the Liquidating Trustee shall so determine,
      a
      pro rata portion of the distributions that would otherwise be made to the
      Members pursuant to Section 14.3 may be:




(a)  Distributed
      to a trust established for the benefit of the Members for the purposes of
      liquidating the Company’s assets, collecting amounts owed to the Company, and
      paying any contingent or unforeseen liabilities or obligations of the Company.
      The assets of any such trust shall be distributed to the Members from time
      to
      time in the same proportion as the amount distributed to such trust by the
      Company would otherwise have been distributed to the Members pursuant to Section
      14.3 above; and




(b)  Withheld
      to provide a reasonable reserve for Company liabilities (contingent or
      otherwise) and to reflect the unrealized portion of any installment obligations
      owed to the Company, provided that such withheld amounts shall be distributed
      to
      the Members as soon as practicable.




14.5  **Deemed
      Distribution and Recontribution** **.** Notwithstanding any other provision of this Article XIV, in the event the
      Company is liquidated within the meaning of Section 1.704-1(b)(2)(ii)(g) of
      the
      Tax Regulations but no Dissolution Event has occurred, the Property shall not
      be
      liquidated, the Company’s liabilities shall not be paid or discharged, and the
      Company’s affairs shall not be wound up. Instead, and solely for federal income
      tax purposes (and no other purpose), the Company shall be deemed to have
      contributed the Property and Company liabilities to a “new” Company in exchange
      for an interest in such “new” Company; and immediately thereafter, the Company
      shall be deemed to have distributed interests in the “new” Company” to the
      Members in liquidation of the Company (such that following such deemed
      contribution and liquidation, the Members shall have the same Economic Interest,
      Membership Interest and Sharing Ratio in “new” Company as they had in the
      Company and the “new” Company shall be the Company for all purposes other than
      the limited federal income tax purpose as aforesaid).




14.6  **Winding
      Up and Filing Certificate of Dissolution** .
      Upon
      the commencement of the winding up of the Company, a Certificate of Dissolution
      along with a certificate from the comptroller indicating that all taxes,
      including all applicable penalties and interest have been paid shall be
      delivered by the Company to the Secretary of State of the State of Delaware
      for
      filing. The Certificate of Dissolution shall set forth the information required
      by the Act. The winding up of the Company shall be completed when all debts,
      liabilities, and obligations of the Company have been paid and discharged or
      reasonably adequate provision therefore has been made, and all of the remaining
      Property of the Company has been distributed to the Members.




14.7  **Right
      of First Refusal** **.** Notwithstanding
      anything to the contrary contained herein, in the event of a Dissolution of
      the
      Company, prior to any public or private sale, the assets of the Company shall
      first be offered to Newmark for purchase, for adequate consideration (as the
      Mack-Cali Member, alone, shall reasonably determine for and on behalf of the
      Company), provided that such sale is a bona fide, arms length
      transaction.






55




14.8  **Additional
      Liquidation Allocations** .
      The
      Members intend that the allocation provisions hereunder (as computed for book
      purposes) shall produce final Capital Account balances of the Members that
      would
      permit liquidating distributions, if such distributions were made in accordance
      with final Capital Account balances (instead of being made as provided in
      Section 9.7) to be made as if in accordance with Section 9.7. To the extent
      that
      the allocation provisions hereunder would fail to produce such final Capital
      Account balances, then anything herein to the contrary notwithstanding (i)
      such
      provisions shall be amended by the Company if and to the extent necessary to
      produce such result, and (ii) taxable income and taxable loss of the Company
      for
      the current and future years (and, if necessary, items of gross income and
      deduction of the Company for such years), in each case as computed for book
      purposes, shall be reallocated among the Members as necessary to produce such
      result, and to the extent that it is not possible to achieve such result with
      such allocations, allocations of items of income (including gross income) and
      deduction for prior open years (in each case, as computed for book purposes)
      shall be reallocated among the Members as necessary to produce such result.
      This
      Section 14.8 shall control notwithstanding any reallocation or adjustment of
      taxable income, taxable loss, or items thereof by the Internal Revenue Service
      or any other taxing authority.




14.9  **Restrictive
      Covenant** .
      During
      the period that a Member is a Member of the Company and for the two year period
      following the Dissociation or withdrawal of such Member from the Company, or
      upon the occurrence of a Dissolution Event pursuant to Section 14.1(b) or
      Section 14.1(c) and for the two year period following the dissolution of the
      Company triggered by either of such Dissolution Events, each Member agrees
      that
      it, and its Affiliates, shall not, either directly or indirectly through one
      or
      more other Persons, (i) induce or attempt to induce any employee of the Company
      or any Company Subsidiary to leave the employ of the Company or such Company
      Subsidiary, or in any way interfere with the relationship between the Company
      or
      any Company Subsidiary and any employee thereof, (ii) hire or engage any Person
      who was an employee of the Company or any Company Subsidiary at any time during
      the period in which such Member or any of its or his Affiliates held or owned
      a
      Membership Interest or Economic Interest in the Company (or was otherwise a
      Member or Assignee), or (iii) engage in Facilities Management Activities for
      or
      to any Person who is, or was at any time during the period that such Member
      or
      any of his or its Affiliates held or owned any Membership Interest or Economic
      Interest in the Company (or, was otherwise a Member or Assignee), a customer
      of
      the Company or any Company Subsidiary, (iv) hire, retain or otherwise engage
      any
      supplier, independent contractor or other business relation of the Company
      or
      any Company Subsidiary to assist in the provision of Facilities Management
      Activities, (v) lend credit or money for the purpose of establishing or
      operating a business providing or engaging in Facilities Management Activities,
      other than with respect to the Company and any Company Subsidiary, or (iv)
      allow
      the name or reputation of such Member or any of its Affiliates to be used by
      any
      other Person that is engaged in, directly or indirectly, Facilities Management
      Activities.






56




**ARTICLE
      XV**


**MISCELLANEOUS**




15.1  **Notices** .
      Notices
      to the Managers shall be sent to the Principal Office of the Company and the
      Newmark Office and, in the case of the Mack-Cali Manager, to the same place
      where notices to the Mack-Cali Member are to be sent. Notices to the other
      Members shall be sent to their addresses set forth on Schedule
      A .
      Any
      Member may require notices to be sent to a different address by giving notice
      to
      the other Members in accordance with this Section 15.1. Any notice or other
      communication required or permitted hereunder shall be in writing, and shall
      be
      deemed to have been given with receipt confirmed if and when delivered
      personally, given by prepaid telegram or sent next day (or same day) delivery
      using FedEx or other reputable overnight delivery service with all applicable
      delivery charges prepaid, upon receipt confirmation, delivered by courier,
      or
      sent by facsimile, to such Members at such address.




15.2  **Regulations** .
      The
      Members, acting by Supermajority vote, may adopt regulations in the future,
      which may contain various provisions relating to the conduct of meetings, the
      election of Managers and various other matters, but not in contravention of
      or
      in effort to circumvent, anything in this Agreement.




15.3  **Headings** .
      All
      Article and section headings in this Agreement are for convenience of reference
      only and are not intended to qualify the meaning of any Article or
      section.




15.4  **Arbitration** . Subject
      to Section 6.7 hereof, the parties hereto agree in good faith to attempt to
      resolve any dispute arising under the terms and conditions hereunder; if the
      parties fail to settle such dispute, it shall be submitted to arbitration.
      Such
      arbitration, at the option of the party claiming relief, shall be submitted
      to
      JAMS to arbitrate the dispute in New York City. In the event of any dispute
      between the parties that is reserved by arbitration pursuant to this Section
      15.4, the prevailing party in such arbitration shall be entitled to recover
      from
      the other party all fees, costs and expenses (including reasonable attorneys’
fees and the costs of the arbitrator(s)) incurred in connection with such
      arbitration, and any arbitration award entered in such arbitration shall contain
      a specific provision providing for the recovery of such fees, expenses and
      costs.




15.5  **Entire
      Agreement** .
      This
      Agreement together with the schedules and appendices attached hereto and the
      Transaction Documents constitutes the entire agreement between the parties
      and
      supersedes any prior agreement or understanding between them respecting the
      subject matter of this Agreement.




15.6  **Binding
      Agreement** .
      This
      Agreement shall be binding upon, and inure to the benefit of, the parties
      hereto, their successors, heirs, legatees, devisees, assigns, legal
      representatives, executors and administrators, except as otherwise provided
      herein.




15.7  **Saving
      Clause** .
      If any
      provision of this Agreement, or the application of such provision to any Person
      or circumstance, shall be held invalid, the remainder of this Agreement, or
      the
      application of such provision to Persons or circumstances other than those
      as to
      which it is held invalid, shall not be affected thereby. If the operation of
      any
      provision of this Agreement would contravene the provisions of the Act, such
      provision shall be void and ineffectual.






57




15.8  **Counterparts/Facsimiles/Electronic
      Mail** .
      This
      Agreement may be executed in several counterparts, and all so executed shall
      constitute one agreement, binding on all the parties hereto, even though all
      parties are not signatory to the original or the same counterpart. Any
      counterpart of either this Agreement shall for all purposes be deemed a fully
      executed instrument. This Agreement, or any counterpart thereto, may be
      transmitted by facsimile or other electronic means, and upon receipt shall
      be
      deemed an original.




15.9  **Governing
      Law/Venue** .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware applicable to agreements made and to be fully performed within
      the State of Delaware. All rights and remedies arising under this Agreement
      or,
      otherwise, with respect to the Members, Assignees, the Managers and the Company
      shall be governed by said laws. The federal and state courts located in the
      Borough of Manhattan in the City and State of New York shall have exclusive
      jurisdiction over any suit or claim between or among the parties arising
      hereunder and/or the relationship of the parties evidenced hereunder.




15.10  **No
      Membership Intended for Nontax Purposes** .
      The
      Members have formed the Company under the Act, and expressly do not intend
      hereby to form a partnership, either general or limited, under the Uniform
      Partnership Act. The Members do not intend to be partners one to another, or
      partners as to any third party, other than for tax purposes as set forth in
      Section 3.3 above. To the extent any Member, by word or action, represents
      to
      another person that any Member is a partner or that the Company is a
      partnership, the Member making such wrongful representation shall be liable
      to
      any other Members who incur personal liability by reason of such wrongful
      representation.




15.11  **No
      Rights of Creditors and Third Parties under Agreement** .
      This
      Agreement is entered into among the Company, Members, Assignees and Managers
      for
      the exclusive benefit of the Company and its Members, Assignees and Managers
      and
      their permitted successors and assigns. This Agreement is expressly not intended
      for the benefit of any creditor of the Company or any other Person not a party
      hereto. Except, and only to the extent, provided by applicable statute, no
      such
      creditor or Person shall have any rights under this Agreement or any agreement
      between and among the Company and any Member or Assignee with respect to any
      Capital Contributions, the Mack-Cali Loans, the Newmark Loans or
      otherwise. **** Further,
      no Member or Assignee shall voluntarily or involuntarily be permitted to pledge,
      hypothecate, mortgage or otherwise encumber any Membership Interest or Economic
      Interest (or any portion thereof or any interest therein, or any rights embodied
      thereby, including, without limitation, any right to receive any distributions
      in respect thereof).




15.12  **General
      Interpretive Principles** .
      For
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires:




(a)  the
      terms
      defined in this Agreement include the plural as well as the singular, and the
      use of any gender herein shall be deemed to include the other
      gender;




(b)  accounting
      terms not otherwise defined herein have the meanings given to them in the United
      States in accordance with generally accepted accounting principles;






58




(c)  references
      herein to “Sections”, “paragraphs”, and other subdivisions without reference to
      a document are to designated Sections, paragraphs and other subdivisions of
      this
      Agreement;




(d)  a
      reference to a paragraph without further reference to a Section is a reference
      to such paragraph as contained in the same Section in which the reference
      appears, and this rule shall also apply to other subdivisions;




(e)  the
      words
“herein”, “hereof”, “hereunder” and other words of similar import refer to this
      Agreement as a whole and not to any particular provision;




(f)  the
      term
“include” or “including” shall mean without limitation by reason of enumeration;
      and




(g)  solely
      for purposes of the provisions of Article IX and XIV, any reference in any
      such
      provisions to “Member” shall be deemed to mean and include an “Assignee”.









59


**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be executed in as of the date
      first
      above written.




**NKFGMS
      OWNERS, LLC**




By: 
      /s/ Ian Marlow


Ian
      Marlow












The
      Gale
      Construction Services Company, L.L.C., as Member




By:
            The
                Gale Real Estate Service Company, L.L.C., its sole
                member





By:
            Mack-Cali
                Services, Inc., its sole member





By:  /s/ Mitchell E. Hersh





Name: 
Mitchell
      E.
      Hersh




Title: 
President
      and Chief Executive Officer






/s/ Ian Marlow


Ian
      Marlow, as Member






/s/ Scott M. Panzer


Scott
      M.
      Panzer, as Member









60


**IN
      WITNESS WHEREOF** ,
      the
      following Persons have caused this Agreement to be executed in its or his
      capacity as a Member as of the date first above written.




**NKFFM
      LIMITED LIABILITY COMPANY,**




By: 
      /s/ Barry Gosin




Name: 
Barry
      Gosin




Title:
      Manager









**THE
      GALE CONSTRUCTION SERVICES COMPANY, L.L.C.**




By:
            The
                Gale Real Estate Service Company, L.L.C., its sole
                member





By:
            Mack-Cali
                Services, Inc., its sole member





By:  /s/ Mitchell E. Hersh




Name: 
Mitchell
      E.
      Hersh




Title: 
President
      and Chief Executive Officer






****/s/
      Ian Marlow


**Ian
      Marlow**






****/s/ Scott M. Panzer


**Scott
      M. Panzer**




**IN
      WITNESS WHEREOF** ,
      the
      following Persons have caused this Agreement to be executed in his capacity
      as
      Manager as of the date first above written.




/s/
      Ian Marlow


**Ian
      Marlow**




/s/
      Scott M. Panzer


**Scott
      M. Panzer**




/s/ Joseph
      Rader


**Joseph
      Rader**




/s/ Barry
      Gosin


**Barry
      Gosin**




/s/
      Mitchell E. Hersh


**Mitchell
      E. Hersh**






61




**SCHEDULE
      A**




Member
                name
            Address
            Interest
                and Sharing Ratio
            Initial
                Capital Account balanceNKFFM
            c/o
                Newmark & Company Real Estate, Inc., 125 Park Avenue, New York, New
                York 10017
            38%**
            $400,000Mack-Cali
                Member
            c/o
                Mack-Cali Realty Corporation, 343 Thornall Street
              
              Edison,
                NJ 08837-2206
            38%**
            $400,000Marlow
            18
                Garrity Terrace
              Pine
                Brook, NJ 07058
            14%**
            $100,000Panzer
            2
                Murray Place,
              South
                Salem, NY 10590
            10%
            $100,000








**Subject
      to reduction and vesting and other conditions set forth in Section 11.12 and
      the
      Marlow Employment Agreement.


62


SCHEDULE
      B


**MEMBER’S
      REPRESENTATIVE IN THE EVENT OF A DISABILITY**







Member
            Representative
            AddressMarlow
            Ann
                Marlow
            3406
                Point Gate Drive,
              Livingston,
                New Jersey 07039Panzer
            Deborah
                Van der Heyden
            2
                Murray Place
              South
                Salem, New York 10590





63