Exhibit
      10.119


**LOANS,
        SALE AND SERVICES AGREEMENT**
 
 **AGREEMENT** dated
        this 28 th day of
        December, 2006 by and between Newmark & Company Real Estate, Inc. d/b/a
        Newmark Knight Frank (“ **Newmark** ”),
        a New
        York corporation, with an office at 125 Park Avenue, New York, New York 10017;
        Mack-Cali Realty, L.P, a Delaware limited partnership (“ **Mack-Cali** ”),
        with
        an office at 343 Thornall Street, Edison, NJ 08837, and Newmark
        Knight Frank Global Management Services, LLC (the
“ **Company** ”),
        a
        Delaware limited liability company, with an office located at 10 Sylvan Way,
        Parsippany, New Jersey 07054.
 
 
 **W
        I T N E S S E T H:**
 
 **WHEREAS,** Newmark
        and Mack-Cali are each desirous of lending money to the Company and providing
        resources and services to the Company and/or the Company Subsidiaries and
        the
        Company is desirous of accepting such resources; and
 
 **WHEREAS,** affiliates
        of each of Mack-Cali and Newmark are members of the Company.
 
 **NOW,
        THEREFORE,** for
        ten
        dollars ($10.00) and other good and valuable consideration, receipt of which
        is
        hereby acknowledged, the parties hereof agree as follows:
 
 (a)  **Loans
        to the Company** **.** From
        time
        to time but at no time after the third (3rd) year anniversary of the Effective
        Date (the “ **Maturity
        Date** ”),
        Newmark and Mack-Cali each agree, if so requested by the Company, to lend
        the
        Company money to the extent that the Company determines that it and/or one
        or
        more of the Company Subsidiaries does not have sufficient funds and/or capital
        for the Company and/or the Company Subsidiaries to operate its or their business
        or operations, whichever is applicable, or to fund Tax Distributions (each,
        a
“ **Company
        Loan** ”).
        The
        Company Loans may at any time be borrowed, repaid and reborrowed; provided
        that
        the aggregate outstanding principal balance of all Company Loans at any one
        time
        shall not exceed in the aggregate Three Million Dollars ($3,000,000) during
        the
        three year period prior to the Maturity Date. Each of Newmark and Mack-Cali
        agree (i) to fund a Company Loan on a pro-rata basis in an amount not to
        exceed
        One Million Five Hundred Thousand Dollars ($1,500,000), respectively (each,
        a
“ **Newmark
        Loan** ”
and
        a
“ **Mack-Cali
        Loan** ”)
        and
        (ii) if so requested by the Company, to pay in cash its respective pro rata
        share of a Company Loan within three (3) business days of each of its receipt
        of
        notice from the Company that the Company is requesting a Company Loan.
        Notwithstanding the foregoing, at any time that the Company is a guarantor
        of
        the BNY Loan pursuant to the BNY Guaranty (as defined in Section (g) hereof),
        the aggregate principal balance of all Company Loans shall not exceed Two
        Million Four Hundred Thousand Dollars ($2,400,000) and each of Newmark and
        Mack-Cali agree to fund the Company Loans as follows: (x) with respect to
        a
        Newmark Loan, in an amount not to exceed One Million Five Hundred
        Thousand
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  (b)  Dollars
        ($1,500,000) and (y) with respect to a Mack-Cali Loan, in an amount not to
        exceed Nine Hundred Thousand Dollars ($900,000). Mack-Cali and/or one of
        more of
        its Affiliates may fund the Mack-Cali Loan set forth in this Section (a)
        to the
        Company. Each of the Newmark Loans and the Mack-Cali Loans, respectively,
        shall
        be evidenced by an unsecured promissory grid note (the “ **Newmark
        Note** ”
and
        the
“ **Mack-Cali
        Note** ”)
        in the
        principal amount outstanding under each of the Newmark Loan and Mack-Cali
        Loan,
        or so much thereof as may be advanced or readvanced pursuant to the terms
        of
        this Agreement for the purposes set forth in this Section (a), as shown on
        the
        schedules attached to each of the Newmark Note and Mack-Cali Note,
        respectively.
  (c)  **Repayment
        of Newmark Loans and Mack-Cali Loans** **.** All
        Newmark Loans and Mack-Cali Loans will accrue interest at the prime rate
        in
        effect from time to time at Citibank N.A. plus one percent (1%) from the
        date of
        receipt of good and available funds from either Newmark and/or Mack-Cali,
        whichever is applicable, and will be repaid, pari passu from time-to-time
        to
        each of Newmark and Mack-Cali by way of distributions in accordance with
        Section
        9.7 of the Operating Agreement of the Company dated of the same date
        (“ **Operating
        Agreement** ”).
        All
        capitalized terms not defined herein shall have the same meaning given to
        such
        terms in the Operating Agreement. As set forth in Section (g) hereof, the
        Newmark Note may be pledged as security for Newmark’s loan with the Bank of New
        York. Any repayments of the Newmark Loans and the Mack-Cali Loans, respectively,
        shall be applied first to accrued interest and then to outstanding principal.
        Subject to Section 9.7 of the Operating Agreement, each of the outstanding
        portion of the Newmark Loans and the Mack-Cali Loans, respectively, shall
        be
        repaid by the Company on or prior to the Maturity Date. The Newmark Loans
        and
        Mack-Cali Loans may be prepaid at any time, and from time to time, without
        any
        penalty or premium. Any and all amounts paid or repaid to Newmark and Mack-Cali
        in respect of the Company Loans must be paid or repaid in equal amounts to
        each
        of Newmark and Mack-Cali.
  (d)  **Expenses;
        Newmark Services** .
        The
        Company shall reimburse Newmark for all disbursements made on behalf of the
        Company and/or the Company Subsidiaries for actual out-of-pocket costs incurred
        by Newmark on behalf of the Company in accordance with the terms of this
        Agreement. In addition, Newmark shall provide the following services to the
        Company, at the request of the Company, and the Company shall pay Newmark
        for
        such services, as follows:
  (i) Marketing
        & Research :
        Such
        costs include corporate advertising and other related costs deemed to benefit
        Newmark and the Newmark Affiliates. Allocation of such corporate advertising,
        web site development, and marketing costs such as special events shall be
        based
        upon the proportion of Company Net Operating Income to total Newmark Net
        Operating Income. Such costs shall be capped at $65,000 during 2007. Allocation
        of costs relating to specific projects for the Company shall be on the basis
        of
        actual time spent by Newmark staff and charged at cost. The Newmark Marketing
        Department shall provide the Company with an estimate of the costs
        relating
  2
  to
        specific projects for the Company, and the costs of such services shall be
        charged to the Company pursuant to the mutual agreement of the Company and
        Newmark.
  (ii) Payroll
        Processing :
        Payroll
        processing shall be charged by Newmark based upon the number of employees
        of the
        Company and Newmark’s actual cost to provide such processing.
 
 (iii) Microsoft
        Enterprise License Fee :
        Newmark
        shall provide access to its Microsoft Enterprise software, and charge the
        Company the additional cost incurred by Newmark in providing such
        access.
 
 (e)  **General
        Standard of Service** **.** Except
        as otherwise agreed by the parties hereto, Newmark agrees that the nature
        of the
        quality, service level and standard of care applicable to the delivery of
        the
        Newmark Services hereunder shall be substantially the same as that of the
        services which Newmark provides from time to time throughout its businesses.
        Subject to the express obligations of Company under this Agreement, the
        management and control over the provision of the Newmark Services shall reside
        solely with Newmark. If the Company becomes aware of a material deficiency
        in
        the performance of any Newmark Service provided or procured by Newmark, the
        Company may deliver Newmark a written notice of the level of service breach
        to
        Newmark. Upon receipt of such notice, Newmark shall use its reasonable best
        efforts to remedy such breaches as soon as reasonably possible.
  (f)  **Trademark
        Issues.** The
        Company acknowledges the value and good will associated with the trademark
        “Newmark Knight Frank.” Newmark represents to the Company that it owns the name
“Newmark” and has a license to use the name “Knight Frank” and “Newmark Knight
        Frank”, and that it has the authority to grant to the Company, and does grant to
        the Company, a nonexclusive 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” in connection with the Company’s and/or
        the Company Subsidiaries’ business in accordance with Section 2.3 of the
        Operating Agreement. In connection therewith, the Company agrees to defend,
        indemnify and hold Newmark and Knight Frank, their officers, owners, affiliates,
        agents and employees, harmless from any and all claims arising out of the
        unauthorized use by the Company and/or the Company Subsidiaries of the
        trademarks “Newmark” or “Newmark Knight Frank”. The license granted to the
        Company hereunder to use the trademarks “Newmark” and “Newmark Knight Frank”
shall be restricted to the Company and/or the Company Subsidiaries only and
        shall continue until the later 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
        of
        the Operating Agreement; (b) the dissociation of NKFFM Limited Liability
        Company, or such other Newmark Affiliates holding Company membership interests
        from the Company, and (c) the termination of the Operating Agreement, following
        which time the license to use the name “Newmark Knight Frank” shall
        automatically be terminated. Newmark shall defend, indemnify and hold the
        Company
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  (g)  and/or
        the Company Subsidiaries, their respective officers, managers, members,
        affiliates, agents and employees, harmless from any claims by any third parties
        relating to the ownership and proper use by the Company and/or the Company
        Subsidiaries, whichever is applicable, of the trademarks “Newmark” or “Newmark
        Knight Frank” unless such claim is caused by the unauthorized actions of the
        Company and/or the Company Subsidiaries.
  (h)  **Brokerage
        Fees** .
        The
        following rules shall apply when brokers associated with Newmark and/or Newmark
        Affiliates (other than the Company, as well as one of more of the Company
        Subsidiaries) and the Company and/or one or more of the Company Subsidiaries
        jointly “pitch” business to a prospective client. The term “Newmark” shall also
        apply to Newmark Affiliates (other than the Company, as well as one of more
        of
        the Company Subsidiaries), where applicable.
  **RESULT**
              **FEE
                  ALLOCATION**1.Both
                  brokerage and facilities management assignments are awarded to
                  the Company
                  and a standard fee is paid for each assignment.
              Newmark
                  and the Company shall each retain their respective fees.2.Both
                  brokerage and facilities management assignments are awarded and
                  the
                  Company gets less than a standard fee.
              Newmark
                  and the Company shall each retain their respective fees. The shortfall
                  between the facilities management fee and a standard fee shall
                  be paid
                  “off the top” of the revenues for the transaction.3.Both
                  a brokerage and facilities management assignment is awarded, but
                  no
                  separate fee is paid for facilities management.
              The
                  Company shall receive the standard fee as an allocation paid “off the top”
                  of the revenues for the transaction.4.Brokerage
                  assignment only is awarded.
              The
                  Company shall receive 5% of the brokerage fee, in an amount not
                  to exceed
                  $50,000. If significant ongoing work is provided to the client,
                  a
                  supplemental standard fee shall be paid to the Company.5.The
                  Company assignment only is awarded.
              Newmark
                  shall receive 5% of the facilities management per square foot fee,
                  in an
                  amount not to exceed $50,000. If future brokerage business is secured,
                  the
                  Company shall receive an allocation of brokerage fees on a sliding
                  scale
                  as follows:
                
                5%
                  of fees in year 1, 4% in year 2, 3% in year 3, 2% in year 2, 1%
                  in year
                  1.6.No
                  assignment is awarded.
              Unless
                  otherwise agreed, Newmark shall not be responsible for any fees
                  or
                  expenses incurred by the Company, other than architectural fees
                  which will
                  be assumed by Newmark.
   
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  Further,
        (i) if either Newmark or the Company has an existing client relationship
        and the
        other party is awarded an assignment, the referring party shall receive 5%
        of
        receiving parties’ fee (facilities management per square foot fee or brokerage
        fee) in year 1, 4% in year 2, 3% in year 3, 2% in year 2, 1% in year 1; and
        (ii)
        when fee sharing is involved, payments shall be made when fees are received
        from
        the client.
 
 The
        parties acknowledge that nothing contained herein shall in any way modify
        the
        terms of the agreement between the Company and Newmark with respect to the
        provision of services to Panasonic.
 
 As
        a
        condition for the Company to receive any portion of the brokerage fees as
        set
        forth above, the Company shall be duly licensed as a real estate
        broker.
 
 (i)  **Bank
        of New York Loan** . Newmark
        has an agreement with the Bank of New York (“ **BNY** ”)
        for a
        revolving loan (the “ **BNY
        Loan** ”),
        which
        was created for the purpose of acquiring and/or creating new affiliated
        offices. **** To
        the
        extent that Newmark shall draw-down on the BNY Loan in order to fund the
        Newmark
        Loan, the Newmark Note shall reflect the aggregate principal amount outstanding
        under the BNY Loan (the “ **Company
        BNY Loan Amount** ”)
        or so
        much thereof as may be advanced or readvanced pursuant to the terms of the
        BNY Loan for the purposes set forth in Section (a) hereof, as shown on Schedule
        A attached
        to the Newmark Note. The Company hereby agrees that it will guarantee the
        obligations of Newmark to BNY under the BNY Loan for the Company BNY Loan
        Amount
        pursuant to a guaranty (the “BNY Guaranty”). If any event of default occurs
        under the BNY Loan and to the extent that BNY makes a demand for performance
        under the BNY Guaranty, Newmark shall indemnify and hold the Company and
        its
        officers, directors, members, managers, independent contractors and employees
        harmless from any liability, loss, cost, obligation or expense, including
        reasonable attorneys’ fees and court costs, resulting therefrom; provided , however ,
        that
        Newmark shall not have any such indemnification obligation with respect to
        any
        event of default under the BNY Loan if such event of default arises, or is
        continuing (in each case, in whole or in part) as a result of a Company default
        under the Newmark Note. Mack-Cali shall have no personal obligation with
        respect
        to the BNY Guaranty, or otherwise to BNY in respect of the BNY Loan or the
        BNY
        Loan Amount. Newmark agrees that is shall use its best efforts to cause BNY
        to
        release the Company from the BNY Guaranty.
  (j)  **Insurance.** At
        the
        Company’s option, Newmark shall, at the Company’s cost, procure on behalf of the
        Company, commercial general liability
   5
  (k)  insurance,
        worker’s compensation insurance, statutory disability, errors & omissions
        insurance, employment practices insurance, directors and officers insurance
        and
        such other insurance that the Company may request, with such companies and
        at
        such limits as the Company shall direct. In the event of any losses,
        liabilities, claims, or judgments (“Losses”) involving the Company which are
        covered by insurance, then the Company shall first look to the proceeds of
        any
        insurance prior to making any payments towards such Losses. The cost of
        insurance procured pursuant to this paragraph (h) shall not be included in
        the
        Overhead Costs.
  (l)  **Mack-Cali
        Expense Reimbursement.** The
        parties hereby acknowledge that Mack-Cali has withdrawn the aggregate amount
        of
        $217,859.04. for expenses advanced in connection with the build-out of the
        Company’s office space at 10 Sylvan Way, Parsippany, New Jersey
  (m)  **Mack-Cali
        Services.** Commencing on the date hereof and until the earlier to occur of (i) April
        1,
        2007 or (ii) the Company’s completion of the transfer of services to Automatic
        Data Processing, Inc., Mack-Cali shall provide or cause to be provided to
        the
        Company human resources services including without limitation, assisting
        the
        Company in the payment of payroll or wages to employees of the Company using
        the
        Ultipro HR/payroll software. Mack-Cali hereby agrees to allow the Company
        access
        to its computer systems for purposes of accessing and working on JD Edwards
        documentation, for up to 30 days after the date that the Company executes
        a
        license with Oracle. The Company shall use its good faith efforts to reduce
        or
        eliminate its dependency on each service as soon as is reasonably practicable.
        The Company agrees to reimburse Mack-Cali (or its affiliates) for the actual
        costs of providing such services. The Company may terminate each service
        upon
        five (5) days prior written notice to Mack-Cali.
  (n)  **Arbitration** .
        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 for arbitration
        of the
        dispute in New York City. In
        the
        event of any dispute between the
        parties that
        is
        reserved by arbitration pursuant to this Section (k), 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 .
  (o)  **Miscellaneous
        Provisions** .
   6
  (p)  (1) This
        Agreement constitutes the entire agreement between the parties hereof with
        respect to the matters herein contained and no amendment or modification
        of any
        of the terms and provisions hereof shall be valid unless made pursuant to
        an
        instrument in writing signed by each of the parties hereof.
  
 (2)  All
        of
        the terms and provisions of this Agreement shall be binding upon the heirs,
        distributees, successors, personal or legal representatives, administrators
        and
        assigns of the respective parties hereto. Rights hereunder may only be
        transferred as expressly provided in this Agreement.
 
 (3)  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware, without regards to its conflict of laws
        principals.
 
 (4)  In
        the
        event any part or parts of this Agreement are found to be void, the remainder
        of
        this Agreement shall be valid and enforceable and read as if the invalid
        or
        unenforceable provision had been deleted.
 
 (5)  This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original but all of which together shall constitute one
        instrument.
 
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        of page intentionally left blank]**
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  IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        as
        of the date first above written.
 
 NEWMARK
        KNIGHT FRANK GLOBAL
 MANAGEMENT
        SERVICES, LLC
 
 
 By:
        /s/ Ian Marlow
 Ian Marlow
 
 
 
 NEWMARK
        & COMPANY REAL ESTATE,
 INC.
        d/b/a NEWMARK KNIGHT FRANK
 
 
 By:
        /s/ Barry Gosin
 Barry Gosin
 CEO & Vice President
 
 
 MACK-
        CALI REALTY, L.P.
 By:
        Mack-Cali Realty Corporation, its general partner
 
 
 By:
        /s/ Mitchell E. Hersh
 Mitchell E. Hersh
 President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 [Signature
        Page to the Loans, Sale and Services Agreement]
   
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