RECKSON OPERATING PARTNERSHIP LP
EXHIBIT 10.4, R. RECHLER TSA
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>rrechler.txt
<DESCRIPTION>EXHIBIT 10.4, R. RECHLER TSA
<TEXT>
                                                                    EXHIBIT 10.4

                              TRANSITION AGREEMENT
                              --------------------

         This TRANSITION AGREEMENT, dated as of September 10, 2003 (this
"Agreement"), by and between Reckson Associates Realty Corp., a Maryland
corporation (the "Company"), Reckson Operating Partnership, L.P., a Delaware
limited partnership ("ROP") and Roger Rechler (the "Executive").

         WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption
Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited
Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC
("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property
Sale Agreement," and together with the Redemption Agreement, the "Purchase
Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as
seller and Rechler Equity Partners II LLC ("RALI II," and together with RALI I,
the "RALI Entities") as purchaser, the RALI Entities will acquire certain
properties currently owned by ROP and/or its subsidiaries (the "Properties");

         WHEREAS, in connection with the transactions contemplated by the
Purchase Agreements, ROP, Reckson FS and the RALI Entities will also effect
certain other transactions pursuant to the agreements (the "Related Agreements")
listed on Schedule A hereto;

         WHEREAS, in connection with the transactions contemplated by the
Purchase Agreements and the Related Agreements, the Executive's employment with
the Company will cease as of the Closing Date (as such term is defined in the
Redemption Agreement);

         WHEREAS, the Company and the Executive are currently parties to the
following agreements (collectively referred to as the "Employment-Related
Agreements"): (i) an amended and restated Employment Agreement and
Noncompetition Agreement, dated August 15, 2000 (the "Employment Agreement"),
(ii) an amended and restated Severance Agreement, dated August 15, 2000 (the
"Severance Agreement"), (iii) a Long-Term Incentive Award Agreement, dated March
13, 2003 (the "LTI Agreement"), (iv) an Award Agreement, dated November 14, 2002
(the "2002 Award Agreement"), (v) an Award Agreement, dated March 13, 2003 (the
"2003 Award Agreement"), (vi) a split dollar life insurance agreement (the
"Split Dollar Agreement"), and (vii) all stock option agreements covering
outstanding options (the "Options") to acquire common stock of the Company held
by the Executive as of the Termination Date (the "Stock Option Agreements"); and

         WHEREAS, the Company has required, as a condition to consummating the
Purchase Agreements, that the Executive enter into this Agreement, and the
Executive is willing to enter into this Agreement.

         NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged by the Executive, the Company and the Executive hereby covenant and
agree as follows:

SECTION 1. TERMINATION OF EMPLOYMENT. It is hereby agreed that the Executive's
employment with the Company and ROP will terminate immediately prior to the
Closing (as such term is defined in the Redemption Agreement), and effective as
of immediately prior to the Closing, the Executive hereby resigns from all of
his positions as an employee, officer and

<PAGE>

director, as applicable, of the Company, ROP and each of their respective
subsidiaries. The date of the termination of employment pursuant to this Section
1 is referred to herein as the "Termination Date." Subject to the ultimate
occurrence of the Closing Date, the Executive waives, as of the date hereof, any
rights to or benefits resulting from any Change of Control or similar provisions
in any plan, program, policy or agreement of the Company or its affiliates to
which the Executive is a party.

SECTION 2.  COMPENSATION MATTERS.

        2.1. ACCRUED COMPENSATION. On the Termination Date the Company shall pay
to the Executive a lump sum cash payment equal to the sum of (i) any salary or
other wages earned by the Executive, but unpaid as of the Termination Date, (ii)
compensation for the Executive's accrued, but unused vacation time as of the
Termination Date, if any, and (iii) any unreimbursed business expenditures
incurred by the Executive on or prior to the Termination Date.

        2.2. 2003 ANNUAL BONUS. As a full and complete settlement of the
Company's obligations with respect to the Executive's annual bonus for the year
2003, (i) on the Termination Date the Company shall pay to the Executive a lump
sum cash payment in an amount equal to 100% (or, if greater, a percentage equal
to the highest percentage of base salary paid as an annual bonus for 2003 to any
executive officer of the Company) of the Executive's base salary as of the date
hereof, reduced by any annual bonus for 2003 previously paid to the Executive,
and (ii) if annual bonuses for 2003 have not been paid to other executive
officers of the Company and ROP as of the Termination Date, at such time as such
annual bonuses are paid to such other executive officers, the Company shall pay
to the Executive an amount equal to a percentage of the Executive's base salary
(as of the date hereof) equal to the amount, if any, by which the highest
percentage of base salary paid as an annual bonus for 2003 to any executive
officer of the Company or ROP exceeds the percentage of the Executive's base
salary used to calculate the payment in clause (i) of this Section 2.2.

        2.3. LONG-TERM INCENTIVE AWARDS.

                (a) Effective as of the Termination Date, the Executive shall
become vested with respect to, and the restrictions shall lapse on, 6.25% of the
138,889 shares of restricted stock (the "Core Shares") granted to the Executive
pursuant to the LTI Agreement. On March 13, 2004, the Executive shall become
vested with respect to, and the restrictions shall lapse on, 18.75% of the Core
Shares, so long as the Executive would have become vested with respect to such
Core Shares had the Executive remained continuously employed with the Company
through that date. In the event the Executive is not entitled to any vesting on
March 13, 2004 with respect to the Core Shares referred to in the preceding
sentence, the Executive will be entitled receive such compensation (in whatever
form, including vesting of the non-vested Core Shares) provided by the Company
to other executive officers of the Company as compensation for the non-vesting
of their Core Shares on that date (or, if applicable, to the executive officer
receiving the highest compensation in respect of non-vested Core Shares). As and
when the Executive becomes vested with respect to the Core Shares, the Company
shall cause certificates representing the vested Core Shares, without any legend
or other restrictions noted thereon, to be delivered to the Executive promptly
after the Termination Date. 104,167 of

<PAGE>

the unvested Core Shares shall be forfeited as of the Termination Date, and if
the Executive is not entitled to vesting with respect to the 18.75% of the Core
Shares on March 13, 2004 pursuant to this Section 2.3(a), those shares shall be
forfeited as of that date. In addition, on the Termination Date, the Company
shall pay to the Executive any dividends that have accrued with respect to the
Executive's vested Core Shares.
                (b) Effective as of the Termination Date, the Special
Outperformance Award (as such term is defined under the LTI Agreement) granted
to the Executive pursuant to the LTI Agreement shall be forfeited in its
entirety.

        2.4. STOCK OPTIONS. Effective as of the Termination Date, all of the
Options and the applicable Stock Option Agreements are hereby by amended such
that the expiration date of the Options will be the date on which the
Restriction Period (as defined below) ends. Notwithstanding anything to the
contrary contained in either (i) any agreement between the Company and the
Executive or (ii) any of the Company's stock option plans, but subject to the
Executive's continued compliance with Section 3 of this Agreement, the Options
shall remain outstanding and continue to become vested according to the vesting
schedule applicable to each Option until the end of the Restriction Period, at
which time the Options, to the extent then unexercised, shall expire.

        2.5. COMMON STOCK RIGHTS. On the Termination Date the Company shall pay
 to the Executive a lump sum cash payment equal to $587,190, plus an amount
 equal to all of the dividends that have accrued and are payable, as of the
 Termination Date, pursuant to the terms of the 2002 Award Agreement, in full
 satisfaction of the Company's obligations under the 2002 Award Agreement. The
 Executive hereby waives any rights he may have to the Tax Payments (as such
 term is defined in the 2002 Award Agreement) and to the Rights granted pursuant
 to the 2003 Award Agreement and any Tax Payments related thereto.

        2.6. SPLIT-DOLLAR LIFE INSURANCE POLICY. The Company shall take all
 reasonable and necessary actions to terminate, as of the Termination Date, any
 collateral assignment in favor of the Company with respect to the life
 insurance policy or policies on the life of the Executive and to cancel any
 obligation on the part of the Executive to repay any amount to the Company
 pursuant to the Split Dollar Agreement and to transfer to the Executive or his
 designee such life insurance policy or policies free of any encumbrances.

SECTION 3.        COVENANTS.

        3.1. NON-COMPETITION. The Executive shall not, for a period commencing
 on the Termination Date and ending on December 31, 2005 (the "Restriction
 Period"); provided that solely as it relates, for the purposes of this Section
 3.1 (and not any other provision of this Agreement), to activities in Nassau or
 Suffolk County, New York, the Restriction Period shall end on December 31,
 2006, engage in any Competitive Activity. For the purposes of this Agreement,
 the term "Competitive Activity" means directly or indirectly, engaging,
 participating or assisting, as an owner, partner, member, manager, employee,
 consultant, director, officer, trustee or agent, in any business that is
 engaged in developing, owning, operating, constructing or leasing multi-story
 commercial office buildings in (i) the counties of New York, New Jersey and
 Connecticut in which ROP is operating as of the date

                                       3
<PAGE>

 hereof and/or (ii) Kings or Queens County, New York. Notwithstanding the
 foregoing, the Executive shall not be deemed to have engaged in Competitive
 Activity (i) with respect to the development, operation or ownership of (w) any
 of the Properties, (x) any of the properties subject to any of the Related
 Agreements, (y) any properties with respect to which, as of the date hereof or
 as a result of the transactions contemplated in the Purchase Agreements or the
 Related Agreements, either of the RALI Entities, the Executive or any other
 partner in either of the RALI Entities, directly or indirectly, holds an option
 or obligation to acquire such property, or (z) any of the properties that, as
 of the date hereof, the Executive or any other partner in either of the RALI
 Entities, directly or indirectly, have an equity ownership interest in;
 provided, however, that this provision shall not be considered to permit,
 during the Restriction Period, the commencement of construction of any
 multi-story commercial office buildings on any vacant land acquired from ROP or
 its subsidiaries pursuant to the Related Agreements, (ii) solely by reason of
 acquiring an existing multi-story commercial office building for the purpose of
 converting such building to another use, so long as none of the units of such
 building are marketed for occupancy as office space from and after such
 acquisition and during the Restriction Period, (iii) solely by reason of
 ownership, in any form, directly or indirectly, of five percent (5%) or less of
 the outstanding equity interests of any class of any entity, so long as the
 Executive does not exercise any rights to actively manage or actively operate
 the business of such entity, or (iv) solely by reason of ownership, in any
 form, directly or indirectly, of any debt interests of any entity.

                3.2. MUTUAL NON-DISPARAGEMENT.

                        (a) The Executive agrees that, other than as required by
 law or by order of a court or other competent authority, he will not make or
 publish, during the Restriction Period, any statement, comments or remarks
 either written or oral, nor will Executive convey any information about the
 Company Released Parties (as defined below), which statement, comment, remark
 or information is defamatory or disparaging or which reflects negatively upon
 the character, personality, integrity or performance of any of the Company
 Released Parties, or which is or reasonably could be expected to be damaging to
 the reputation of any of the Company Released Parties.

                        (b) The Company and ROP agree that, other than as
 required by law or by order of a court or other competent authority, they will
 not and will cause the Company Released Parties not to make or publish, during
 the Restriction Period, any statement, comments or remarks either written or
 oral, nor convey any information about the Executive, which statement, comment,
 remark or information is defamatory or disparaging or which reflects negatively
 upon the character, personality, integrity or performance of the Executive, or
 which is or reasonably could be expected to be damaging to the reputation of
 the Executive.

                3.3. MUTUAL NON-SOLICITATION OF EMPLOYEES.

                        (a) During the Restriction Period, the Executive, the
 RALI Entities and their respective affiliates shall not, directly or
 indirectly, contact, induce or solicit (or assist any person to contact, induce
 or solicit) for employment any person who (i) is, as of the Termination Date,
 an employee of the Company, ROP or any of their respective affiliates, or (ii)
 becomes an employee of the Company, ROP or any of their respective affiliates
 following

                                       4
<PAGE>

 the Termination Date, in each case, other than the individuals listed on
 Schedule B hereto. Notwithstanding the forgoing, a public solicitation not
 directed to employees of the Company, ROP or any of their respective affiliates
 shall not constitute a violation of this Section 3.3(a).

                        (b) During the Restriction Period, the Company, ROP and
 their respective affiliates shall not, directly or indirectly, contact, induce
 or solicit (or assist any person to contact, induce or solicit) for employment
 any person who (i) is, as of the Termination Date, an employee of either of the
 RALI Entities or any of their respective affiliates, or (ii) becomes an
 employee of either of the RALI Entities or any of their respective affiliates
 following the Termination Date, including, without limitation, the employees
 listed on Schedule B hereto. Notwithstanding the forgoing, a public
 solicitation not directed to employees of either of the RALI Entities or any of
 their respective affiliates shall not constitute a violation of this Section
 3.3(b).

                3.4. EXTENSION OF RESTRICTION PERIOD. In the event that the
 Closing Date does not occur on or prior to December 31, 2003, the Restriction
 Period shall be extended for a number of days equal to the number of days
 between December 31, 2003, and the Closing Date.

                3.5. REMEDIES.

                        (a) The Executive agrees that any breach of the terms of
 this Section 3 would result in irreparable injury and damage to the Company
 and/or ROP for which the Company and/or ROP would have no adequate remedy at
 law; the Executive therefore agrees that in the event of said breach or any
 threat of breach, the Company and/or ROP shall be entitled to an immediate
 injunction and restraining order to prevent such breach and/or threatened
 breach and/or continued breach by the Executive and/or any and all persons
 acting for and/or with the Executive without having to prove damages, in
 addition to any other remedies to which the Company and/or ROP may be entitled
 at law or in equity. The terms of this paragraph shall not prevent the Company
 and/or ROP from pursuing any other available remedies for any breach or
 threatened breach hereof, including, without limitation, the recovery of
 damages from the Executive. The Company, ROP and the Executive further agree
 that the provisions of the covenants contained in this Section 3 are reasonable
 and necessary to protect the business of the Company, ROP and their respective
 affiliates.

                        (b) The Company and ROP agree that any breach of the
 terms of this Section 3 would result in irreparable injury and damage to the
 Executive and/or either or both of the RALI Entities for which the Executive
 and/or either or both of the RALI Entities would have no adequate remedy at
 law; the Company and ROP therefore agree that in the event of said breach or
 any threat of breach, the Executive and/or either or both of the RALI Entities
 shall be entitled to an immediate injunction and restraining order to prevent
 such breach and/or threatened breach and/or continued breach by the Company
 and/or ROP and/or any and all persons acting for and/or with the Company and/or
 ROP without having to prove damages, in addition to any other remedies to which
 the Executive and/or either or both of the RALI Entities may be entitled at law
 or in equity. The terms of this paragraph shall not prevent the Executive
 and/or either or both of the RALI Entities from pursuing any other available
 remedies for any breach or threatened breach hereof, including, without
 limitation, the recovery of damages from the Company and/or ROP. The Company,
 ROP and the Executive further agree that the

                                       5
<PAGE>

provisions of the covenants contained in this Section 3 are reasonable and
necessary to protect the business interests of the Executive, the RALI Entities
and their respective affiliates.

        SECTION 4.        MUTUAL RELEASES.

                4.1. RELEASE OF CLAIMS BY THE EXECUTIVE.

                        (a) In consideration of the payments to the Executive
 hereunder, the sufficiency of which the Executive acknowledges, the Executive,
 with the intention of binding himself and his heirs, executors, administrators
 and assigns, does hereby release, remise, acquit and forever discharge the
 Company, ROP and each of their respective subsidiaries and affiliates (the
 "Company Affiliated Group"), their present and former officers, directors,
 executives, agents, attorneys and employees, and the successors, predecessors
 and assigns of each of the foregoing (collectively, the "Company Released
 Parties"), of and from any and all claims, actions, causes of action,
 complaints, charges, demands, rights, damages, debts, sums of money, accounts,
 financial obligations, suits, expenses, attorneys' fees and liabilities of
 whatever kind or nature in law, equity or otherwise, whether accrued, absolute,
 contingent, unliquidated or otherwise and whether now known or unknown,
 suspected or unsuspected, which the Executive, individually or as a member of a
 class, now has, owns or holds, or has at any time heretofore had, owned or
 held, against any Company Released Party in any capacity, including, without
 limitation, any and all claims (i) arising out of or in any way connected with
 the Executive's service to any member of the Company Affiliated Group (or the
 predecessors thereof) in any capacity, or the termination of such service in
 any such capacity, (ii) for severance or vacation benefits, unpaid wages,
 salary or incentive payments, (iii) for breach of contract, wrongful discharge,
 impairment of economic opportunity, defamation, intentional infliction of
 emotional harm or other tort, (iv) for any violation of applicable state and
 local labor and employment laws (including, without limitation, all laws
 concerning unlawful and unfair labor and employment practices) and (v) for
 employment discrimination under any applicable federal, state or local statute,
 provision, order or regulation, excepting only:

                                (1) the rights of the Executive under this
Agreement, the Purchase Agreements and the Related Agreements;

                                (2)      the rights of the Executive as an
equity holder of the Company, ROP or any of their respective subsidiaries;

                                (3) the right of the Executive to receive COBRA
continuation coverage in accordance with applicable law;

                                (4) the rights to indemnification the Executive
 may have under (i) this Agreement, (ii) applicable corporate law or (iii) the
 by-laws or certificate of incorporation of any Company Released Party, or as an
 insured under any director's and officer's liability insurance policy now or
 previously in force;

                                (5) the rights the Executive may have as an
 insured under any other insurance policy that covers claims incurred by the
 Executive while employed by the Company, ROP or any of their respective
 subsidiaries or as a result of such employment;


                                       6
<PAGE>

                                (6) claims for benefits under any health,
 disability, retirement, life insurance or other, similar employee benefit plan
 (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group
 (the "Company Benefit Plans");

                                (7) the rights under any leases (the "Leases")
 between (i) the Company, ROP or any of their respective subsidiaries and (ii)
 the Executive or any other partner in either of the RALI Entities, or any
 entity in which the Executive or any other partner in either of the RALI
 Entities has a direct or indirect ownership interest; and

                                (8) the rights under (i) the management
 agreement, dated January 1, 2001, between the Owners (as such term is defined
 therein) and Reckson Management Group, Inc., (ii) the letter agreement, dated
 May 6, 2002, between Reckson Construction Group, Inc. and EDGE Development
 Partners LLC, and (iii) the agreement for construction services, dated January
 1, 2001 between Reckson Management Group, Inc. and Reckson Construction Group,
 Inc. (collectively, the "Management and Construction Agreements").

                        (b) The Executive acknowledges and agrees that the
 release of claims set forth in this Section 4.1 is not to be construed in any
 way as an admission of any liability whatsoever by any Company Released Party,
 any such liability being expressly denied.

                        (c) The release of claims set forth in this Section 4.1
 applies to any relief no matter how called, including, without limitation,
 wages, back pay, compensatory damages, liquidated damages, punitive damages,
 damages for pain or suffering, costs, and attorney's fees and expenses.

                        (d) The Executive acknowledges and agrees that he has
 not, with respect to any transaction or state of facts existing prior to the
 Termination Date, filed any complaints, charges or lawsuits against any Company
 Released Party with any governmental agency, court or tribunal.

                4.2. RELEASE OF CLAIMS BY THE COMPANY AND ROP.

                        (a) The Company and ROP, with the intention of binding
 themselves and each of the Company Released Parties, do hereby release, remise,
 acquit and forever discharge the Executive and his heirs, executors,
 administrators and assigns (collectively, the "Executive Released Parties"), of
 and from any and all claims, actions, causes of action, complaints, charges,
 demands, rights, damages, debts, sums of money, accounts, financial
 obligations, suits, expenses, attorneys' fees and liabilities of whatever kind
 or nature in law, equity or otherwise, whether accrued, absolute, contingent,
 unliquidated or otherwise and whether now known or unknown, suspected or
 unsuspected, which any of the Company Released Parties, individually or as a
 member of a class, now has, owns or holds, or has at any time heretofore had,
 owned or held, against any Executive Released Party, excepting only:

                                (1)  the rights of the Company and ROP under
this Agreement, the Purchase Agreements, and the Related Agreements;

                                       7
<PAGE>

                                (2) the rights of the Company, ROP and their
respective affiliates under the Company Benefit Plans;

                                (3) the rights under any of the Leases and the
Management and Construction Agreements; and

                                (4) the rights under that certain environmental
indemnity, dated May 24, 1995, by Walter Gross, Vanderbilt Generation, L.P.,
Howard Rose and Wildoro Associates in favor of the Company and ROP, relating to
100 Oser Avenue Hauppauge, New York.

                        (b) The Company and ROP acknowledge and agree that the
 release of claims set forth in this Section 4.2 is not to be construed in any
 way as an admission of any liability whatsoever by any Executive Released
 Party, any such liability being expressly denied.

                        (c) The release of claims set forth in this Section 4.2
 applies to any relief no matter how called, including, without limitation,
 compensatory damages, liquidated damages, punitive damages, damages for pain or
 suffering, costs, and attorney's fees and expenses.

                        (d) The Company and ROP acknowledge and agree that none
 of the Company Released Parties have, with respect to any transaction or state
 of facts existing prior to the Termination Date, filed any complaints, charges
 or lawsuits against any Executive Released Party with any governmental agency,
 court or tribunal.

        SECTION 5. INDEMNIFICATION; DIRECTOR'S AND OFFICER'S INSURANCE. The
 Company hereby agrees to continue to indemnify the Executive, on a basis no
 less favorable than that provided to the Executive as of the date hereof
 (including, without limitation, by providing advance payment of indemnification
 expenses), for his activities as an officer, director and/or employee of the
 Company and/or its subsidiaries to the fullest extent permitted by law. The
 Company agrees that for six years following the Termination Date, the Company
 shall include the Executive as an insured on any director's and officer's
 insurance policy, and such other liability insurance policies covering officers
 and/or directors of the Company, in each case, maintained by the Company during
 such period.

        SECTION 6. CONSULTATION. The Executive hereby agrees that during the
 Restriction Period he shall provide consulting services (the "Consulting
 Services") to the Company and/or ROP as shall be reasonably requested from
 time-to-time by the Company and/or ROP upon reasonable notice; provided that
 the Consulting Services shall consist of services within the Executive's areas
 of expertise and shall not require the Executive to perform such services at
 times or in such manner as may significantly interfere with his duties and
 responsibilities to either or both of the RALI Entities.

        SECTION 7. WITHHOLDING. The Company shall have the right to deduct from
 any amount payable under this Agreement any taxes or other amounts required by
 applicable law to be withheld.

                                       8
<PAGE>

SECTION 8.        MISCELLANEOUS.

                8.1. ENTIRE AGREEMENT. This Agreement, the Purchase Agreements
 and the Related Agreements constitute the entire understanding of the parties
 hereto with respect to the subject matter hereof and supersedes all prior
 agreements, written or oral, between them as to such subject matter, including,
 without limitation, each of the Employment-Related Agreements other than the
 Split Dollar Agreement and the Stock Option Agreements.

                8.2. AMENDMENTS AND WAIVERS. This Agreement and any of the
 provisions hereof may be amended or waived, in whole or in part, only by
 written agreement signed by the parties hereto. The waiver by any party hereto
 of a breach of any provision of this Agreement shall not operate or be
 construed as a further or continuing waiver of such breach or as a waiver of
 any other or subsequent breach. Except as otherwise expressly provided herein,
 no failure on the part of any party to exercise, and no delay in exercising,
 any right, power or remedy hereunder, or otherwise available in respect hereof
 at law or in equity, shall operate as a waiver thereof, nor shall any single or
 partial exercise of such right, power or remedy by such party preclude any
 other or further exercise thereof or the exercise of any other right, power or
 remedy.

                8.3. NOTICES. Unless otherwise provided herein, all notices,
 requests, demands, claims and other communications provided for under the terms
 of this Agreement shall be in writing. Any notice, request, demand, claim or
 other communication hereunder shall be sent by (i) personal delivery (including
 receipted courier service) or overnight delivery service, (ii) reputable
 commercial overnight delivery service courier or (iii) registered or certified
 mail, return receipt requested, postage prepaid and addressed to the intended
 recipient as set forth below:

                  If to the Company or ROP:

                                      Reckson Associates Realty Corp.



                                      Attention:  General Counsel

                  If to the Executive:





                  All such notices, requests, consents and other communications
shall be deemed to have been given when received. Any party may change its
address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other parties hereto notice in the
manner then set forth.

                                       9
<PAGE>

                8.4. GOVERNING LAW. This Agreement shall be construed and
 enforced in accordance with, and the rights and obligations of the parties
 hereto shall be governed by, the laws of the State of New York, without giving
 effect to the conflicts of law principles thereof.

                8.5. SEVERABILITY. Whenever possible, each provision or portion
 of any provision of this Agreement will be interpreted in such manner as to be
 effective and valid under applicable law but the invalidity or unenforceability
 of any provision or portion of any provision of this Agreement in any
 jurisdiction shall not affect the validity or enforceability of the remainder
 of this Agreement in that jurisdiction or the validity or enforceability of
 this Agreement, including that provision or portion of any provision, in any
 other jurisdiction. In addition, should a court or arbitrator determine that
 any provision or portion of any provision of this Agreement is not reasonable
 or valid, either in period of time, geographical area, or otherwise, the
 parties hereto agree that such provision should be interpreted and enforced to
 the maximum extent which such court or arbitrator deems reasonable or valid.

                8.6. COUNTERPARTS. This Agreement may be executed in any number
 of counterparts, each of which shall be deemed an original, but all such
 counterparts shall together constitute one and the same instrument.

                8.7. BINDING EFFECT. This Agreement shall be binding upon, and
 inure to the benefit of, the successors and assigns of each of the parties,
 including, without limitation, the Executive's heirs and the personal
 representatives of the Executive's estate and any successor to all or
 substantially all of the business and/or assets of the Company.

                8.8. HEADINGS. The name assigned this Agreement and headings of
 the sections, paragraphs, subparagraphs, clauses and subclauses of this
 Agreement are for convenience of reference only and shall not in any way affect
 the meaning or interpretation of any of the provisions hereof.

                8.9. TERMINATION OF AGREEMENT. In the event that the Purchase
 Agreements are terminated prior to the occurrence of the Closing Date for any
 reason, including, without limitation, a breach of either of the Purchase
 Agreements by the applicable RALI Entity, this Agreement shall terminate on the
 date on which the Purchase Agreements terminate, and from and after that date,
 this Agreement will have no force or effect. The parties hereto agree that the
 sole remedy for a breach of either of the Purchase Agreements shall be as set
 forth therein.


                                       10
<PAGE>

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

                        RECKSON ASSOCIATES REALTY CORP.

                        By: /s/ JASON M. BARNETT
                           -----------------------------
                           Name: Jason M. Barnett
                           Title: Executive Vice President


                        RECKSON OPERATING PARTNERSHIP, L.P.

                        By: Reckson Associates Realty Corp., its general partner

                        By: /s/ JASON M. BARNETT
                           -----------------------------
                           Name: Jason M. Barnett
                           Title: Executive Vice President


                        EXECUTIVE

                        /s/ ROGER RECHLER
                        --------------------------------
                        Roger Rechler


                        For the purposes of Section 3.3(a) only:

                        RECHLER EQUITY PARTNERS I LLC

                        By: /s/ GREGG RECHLER
                           -----------------------------
                            Name: Gregg Rechler
                            Title: Managing Member


                        RECHLER EQUITY PARTNERS II LLC

                         By: /s/ GREGG RECHLER
                            -----------------------------
                            Name: Gregg Rechler
                            Title: Managing Member

<PAGE>


                                   SCHEDULE A

1.       Option Termination Agreements
2.       Option Termination Agreement
3.       Artwork License
4.       Assignment and Assumption of Existing Debt
5.       License Agreement (Intangibles)
6.       Surrender Agreement
7.       Acorn Option Termination Agreement
8.       Option Modification Agreement
9.       Right of First Refusal Agreement
10.      Stock Loan Agreement
11.      Environmental Indemnity

                                       12

</TEXT>
</DOCUMENT>
