SEC Filing | SL Green Realty Corp.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 1998

SL GREEN REALTY CORP.

(Exact name of Registrant as specified in its Charter)

Maryland
(State of Incorporation)

13-3956775
(IRS Employer Id. Number)

1-13199
(Commission File Number)

10018
(Zip Code)

70 West 36th Street
New York, New York
(Address of principal executive offices)

(212) 594-2700
(Registrant's telephone number, including area code)

Item 2. Acquisition or Disposition of Assets

SL Green Realty Corp. (the "Company") has acquired or contracted to
acquire interests in several properties involving, individually (in the case of
711 Third Avenue) or in the aggregate, a significant amount of assets.

711 Third Avenue. In April 1998, the Company entered into a purchase
contract to acquire various operating and ownership positions at 711 Third
Avenue, New York, New York ("711 Third Avenue") for an aggregate purchase price
of approximately $61.0 million.

711 Third Avenue is a 20-story Class B office building located in the
Grand Central North sub-market of the midtown Manhattan office market. The
property was designed by William Lescaze and constructed in 1955 by Swig, Weiler
& Arnow, a nationally know real estate developer and the owner of the property.
The property contains approximately 524,000 rentable square feet (including
453,000 square feet of office space, 26,000 square feet of retail space and a
45,000 square foot garage), with floor plates ranging from 17,000 square feet to
45,000 square feet.

The Company is acquiring the leasehold mortgage (currently in
foreclosure) related to this property for a net purchase price of $41.0 million.
The mortgage will be assigned to SL Green Operating Partnership, L.P. (the
"Operating Partnership"). A subsidiary of the Company will sublease the property
from the leasehold partnership for a term expiring in 2023 at a rent
substantially equal to the debt service on the leasehold mortgage plus a
pass-through of the net rent obligations for the leasehold described below. The
Company will have the option to collapse the lease/sublease positions and take
control of the entire leasehold asset after 12 years in exchange for the
distribution to the current leasehold partnership of units of limited
partnership interest of the Operating Partnership ("Units") in the amount of
$1.0 million.

The Company will also acquire a 50% interest in the fee title to the
property for a purchase price of $19.0 million plus Units having a value of $1.0
million. The existing fee partnership will be converted to a co-tenancy. This
co-tenancy will hold the landlord's interest under the existing leasehold. The
initial term of the leasehold expires in 2033. There are five renewal options of
ten years each beyond 2033. The initial net rent for the leasehold is $2.7
million per annum from the closing of the acquisition until July 2011. The rent
is reset at July 2011, July 2021 and July 2031 (and at the commencement of each
of the five ten-year renewal option periods) at the greater of (a) the net rent
for the immediately previous lease year or (b) 7.75% of the fair market value of
the land alone, vacant and unencumbered. However, the floor for the net rent for
the ten-year period commencing July 2011 is $3.1 million.

The purchase price of 711 Third Avenue is expected to be funded with
proceeds from the Company's pending offerings of common stock ("Common Stock"),
as filed with the Securities and Exchange Commission (the "Commission") on Form
S-11 (File No. 333-50309) and Preferred Income Equity Redeemable Shares-SM-, as
filed with the Commission on Form S-11 (File No. 333-50311) (together, the
"Offerings") or with proceeds from borrowings under the Company's $140 million
three year unsecured revolving credit facility due December 2000 with Lehman
Brothers Holdings Inc. and additional banks (the "Credit Facility"). The Company
based its determination of the price to be paid on the expected cash flow,
physical condition,

location, competitive advantages, existing tenancy and opportunities to retain
and attract additional tenants. The Company did not obtain independent
appraisals on the property.

440 Ninth Avenue. In April 1998, the Company contracted to acquire 440
Ninth Avenue from an unaffiliated seller for approximately $29.0 million. The
339,000 square foot office building is located one block west of Pennsylvania
Station, in the Garment sub-market of the midtown Manhattan office market. Penn
Station is the major transportation hub for commutation from Northern and
Central New Jersey and New York's Long Island. At December 31, 1997 this
property was 76% leased at an annualized rent per leased square foot of $18.22.
However, the Company believes that its 22,000 square foot floor plates are
significantly attractive to major office space users. This property is occupied
by, among others, a not-for-profit organization, a law firm and a security
company. The Company intends to complete the closing of this acquisition within
60 days after the closing of the Offerings. The Company anticipates spending
approximately $1.6 million on building renovations over the next 18 months,
including a new lobby and elevator cabs, roof replacement and parapet
restoration.

The purchase price of 440 Ninth Avenue is expected to be funded with
proceeds from the Offerings or with proceeds from borrowings under the Credit
Facility. The Company based its determination of the price to be paid on the
expected cash flow, physical condition, location, competitive advantages,
existing tenancy and opportunities to retain and attract additional tenants. The
Company did not obtain independent appraisals on the property.

38 East 30th Street. In April 1998, the Company contracted to acquire
38 East 30th Street from an unaffiliated seller for approximately $10.5 million.
38 East 30th Street, located between Madison and Fifth Avenues, is a 91,000
square foot office building located in the Park Avenue South/Flatiron sub-market
of the midtown Manhattan office market. This 12-story office property is
primarily occupied by a color imaging company and a medical facility. This 93%
occupied property has a retail store that is currently vacant. This property
provides convenient access to Penn Station, Grand Central Station and subway and
bus lines. As of December 31, 1997, this property had an annualized rent per
leased square foot of $21.86 and was 79% leased. The Company intends to complete
the closing of this acquisition within 60 days after the closing of the
Offerings. The Company anticipates spending approximately $550,000 on building
renovations over the next 18 months, including elevator upgrades and exterior
restoration.

The purchase price of 38 East 30th Street is expected to be funded with
proceeds from the Offerings or with proceeds from borrowings under the Credit
Facility. The Company based its determination of the price to be paid on the
expected cash flow, physical condition, location, competitive advantages,
existing tenancy and opportunities to retain and attract additional tenants. The
Company did not obtain independent appraisals on the property.

116 Nassau Street (Brooklyn). In April 1998, the Company contracted to
acquire 116 Nassau Street from an unaffiliated seller for approximately $10.5
million. Located in Downtown Brooklyn, 116 Nassau Street is a 100,000 square
foot 7-story office building occupied by a New York City government agency and a
not-for-profit corporation. Located in the Northwest sub-market of Brooklyn,
this Property was 93% leased at December 31, 1997 at an annualized rent per
leased square foot of $12.65. The Company intends to complete the closing of
this acquisition within 60 days after the closing of the Offerings. The Company
anticipates spending

approximately $275,000 on building renovations over the next 18 months,
including roof replacement and exterior restoration.

The purchase price of 116 Nassau Street is expected to be funded with
proceeds from the Offerings or with proceeds from borrowings under the Credit
Facility. The Company based its determination of the price to be paid on the
expected cash flow, physical condition, location, competitive advantages,
existing tenancy and opportunities to retain and attract additional tenants. The
Company did not obtain independent appraisals on the property.

321 West 44th Street. In March 1998, the Company acquired 321 West 44th
Street from an unaffiliated seller for approximately $17.5 million. The
Property, located just west of Eighth Avenue in the Times Square sub-market of
the midtown Manhattan office market, is a 203,000 square foot office building.
The Property is two blocks north of the Times Square Redevelopment area, which
is being buttressed by new hotel, entertainment and office development. The
major tenants at this Property include a sound studio and medical facility. At
December 31, 1997, 321 West 44th Street was 96% leased at an annualized rent per
leased square foot of $14.10. The Company anticipates spending approximately
$2.0 million on building renovations over the next 18 months, including facade
restoration and roof replacement.

The purchase price of 321 West 44th Street was funded with proceeds
from an interim debt financing in the aggregate amount of $275 million through
Lehman Brothers Holdings, Inc. which is expected to be repaid with proceeds from
the Offerings. The Company based its determination of the price to be paid on
the expected cash flow, physical condition, location, competitive advantages,
existing tenancy and opportunities to retain and attract additional tenants. The
Company did not obtain independent appraisals on the property.

Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements of The Acquired and Pending
Properties and Pro Forma Financial Information

Unaudited Pro Forma Combined Financial Information

Pro Forma/Combined Balance Sheet (unaudited) as of
December 31, 1997

Pro Forma/Combined Income Statement (Unaudited) for
the Year Ended December 31, 1997

Notes to Pro Forma/Combined Financial Information

321 WEST 44TH STREET
Report of Independent Auditors
Statements of Revenues and Certain Expenses for the Six Months
Ended December 31, 1997 (unaudited) and the Year Ended June 30,
1997
Notes to Statements of Revenues and Certain Expenses

440 NINTH AVENUE
Report of Independent Auditors
Statement of Revenues and Certain Expenses for the Year Ended
December 31, 1997
Notes to Statement of Revenues and Certain Expenses

38 EAST 30TH STREET
Report of Independent Auditors
Statement of Revenues and Certain Expenses for the Year Ended
December 31, 1997
Notes to Statement of Revenues and Certain Expenses

116 NASSAU STREET
Report of Independent Auditors
Statement of Revenues and Certain Expenses for the Year Ended
December 31, 1997
Notes to Statement of Revenues and Certain Expenses

711 THIRD AVENUE
Report of Independent Auditors
Statement of Revenues and Certain Expenses for the Year Ended
December 31, 1997
Notes to Statement of Revenues and Certain Expenses

2.1 Agreement, dated April 24, 1998, between The Comptroller of
the State of New York as Trustee of the New York State Common
Retirement Fund and SL Green Operating Partnership, L.P.
relating to 711 Third Avenue.

2.2 Letter Agreement, dated April 22, 1998, among SL Green
Operating Partnership, L.P., the Swig Investment Company and
the Weiler - Arnow Investment Company relating to 711 Third
Avenue.

2.3 Contract of Sale, dated March 25, 1998, between Ninth Avenue
Associates and SL Green Operating Partnership, L.P. relating to
the purchase of 440 Ninth Avenue.

2.4 Contract of Sale, dated March 25, 1998, between 30th Street
Associates and SL Green Operating Partnership, L.P. relating to
the purchase of 38 East 30th Street.

2.5 Contract of Sale, dated March 25, 1998, between Nassau Street
Partners and SL Green Operating Partnership, L.P. relating to
the purchase of 116 Nassau Street (Brooklyn).

2.6 Letter Agreement, dated January 20, 1998, between the First
Republic Corporation of America and SL Green Operating
Partnership, L.P. relating to the purchase of 321 West 44th
Street.

2.7 Contract of Sale, dated January 20, 1998, between the First
Republic Corporation of America and SL Green Operating
Partnership, L.P. relating to the purchase of 321 West 44th
Street.
5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

SL GREEN REALTY CORP.

By: /s/ David J. Nettina
-----------------------------------------
David J. Nettina
Executive Vice President, Chief Operating
Officer and Chief Financial Officer

Date May 8, 1998

SL GREEN REALTY CORP.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The unaudited pro forma consolidated balance sheet of the Company as of
December 31, 1997 has been prepared as if the Offerings and the Company's
purchase of the Acquired Properties purchased after December 31, 1997 (1466
Broadway, 420 Lexington Avenue and 321 West 44th Street) and the Pending
Acquisitions had been consummated on December 31, 1997. The pro forma
consolidated statement of operations for the year ended December 31, 1997 is
presented as if the IPO, the Formation Transactions, the Offerings, and the
purchase of the Acquired Properties and Pending Acquisitions occurred at January
1, 1997 and the effect thereof was carried forward through the year.

The pro forma consolidated financial statements do not purport to represent
what the Company's financial position or results of operations would have been
assuming the completion of the IPO, Formation Transactions, the Offerings and
the purchase of the Acquired Properties and Pending Acquisitions had occurred at
the beginning of the period indicated, nor do they purport to project the
Company's financial position or results of operations at any future date or for
any future period. The pro forma consolidated financial statements should be
read in conjunction with the Company's consolidated financial statements for the
period August 21, 1997 to December 31, 1997 and the SL Green Predecessor
combined financial statements for the period January 1, 1997 to August 20, 1997
included elsewhere herein.

F-1

SL GREEN REALTY CORP.

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 1997

(UNAUDITED)

(DOLLARS IN THOUSANDS)

SL Green Minority
Realty Corp. The Acquired Pending Financing Interest Company
Historical Offerings Properties Acquisitions Adjustments Adjustment Pro Forma
(A) (B) (C) (D) (E) (F) As Adjusted
------------ ------------ ----------- ------------ ----------- ----------- -----------

ASSETS
Commercial real estate property
at cost:
Land........................... $ 53,834 $ 16,574 $ 10,300 $ 80,708
Buildings and improvements..... 272,776 66,298 41,200 380,274
Building leasehold............. 82,788 41,000 123,788
Property under capital lease... 12,208 12,208
------------ ------------ ----------- ------------ ----------- ----------- -----------
338,818 165,660 92,500 596,978
Less accumulated
depreciation............... (23,800) -- (23,800)
------------ ------------ ----------- ------------ ----------- ----------- -----------
315,018 165,660 92,500 573,178
Cash and cash equivalents...... 12,782 $ 315,012 (111,500) $(203,512) 12,782
Restricted cash................ 10,310 10,310
Receivables.................... 738 738
Related party receivables...... 1,971 1,971
Deferred rents receivable, net
of provision for doubtful
accounts of $399............. 11,563 11,563
Investment in Service
Corporations................. 1,480 1,480
Mortgage loan receivable....... 15,500 15,500
Investment in real estate
partnership.................. 20,000 20,000
Deferred costs, net............ 6,099 (725) 1,450 (725) 6,099
Other assets................... 7,314 7,314
------------ ------------ ----------- ------------ ----------- ----------- -----------
Total assets................. $ 382,775 $ 314,287 $ 167,110 $ 1,000 $(204,237) $ 660,935
------------ ------------ ----------- ------------ ----------- ----------- -----------
------------ ------------ ----------- ------------ ----------- ----------- -----------
LIABILITIES AND STOCKHOLDERS'
EQUITY
Mortgage notes payable......... $ 52,820 $ 52,820
Credit Facility................ 76,000 $ (76,000) $ 36,488 36,488
Acquisition Facility........... 240,000 (240,000)
Accrued interest payable....... 552 552
Accounts payable and accrued
expenses..................... 3,340 3,340
Accounts payable to related
parties...................... 367 367
Capitalized lease
obligations.................. 14,490 14,490
Dividend and distributions
payable...................... 5,136 5,136
Overage rent payable........... 3,110 3,110
Deferred land lease payable.... 8,481 8,481
Security deposits.............. 11,475 11,475
------------ ------------ ----------- ------------ ----------- ----------- -----------
Total liabilities............ 172,661 167,110 (203,512) 136,259
------------ ------------ ----------- ------------ ----------- ----------- -----------
Minority interest in Operating
Partnership.................. 33,906 $ 1,000 $ 7,197 42,103
7.75% Preferred Income Equity
Mandatory Redeemable Shares
(Redemption amount $100,000) $ 95,580 95,580
STOCKHOLDERS' EQUITY
Common stock................... 123 100 223
Additional paid-in capital..... 178,669 218,607 (7,197) 390,079
Distributions in excess of
earnings..................... (2,584) (725) (3,309)
------------ ------------ ----------- ------------ ----------- ----------- -----------
Total stockholders' equity... 176,208 218,707 (725) (7,197) 386,993
------------ ------------ ----------- ------------ ----------- ----------- -----------
Total liabilities and
stockholders' equity....... $ 382,775 $ 314,287 $ 167,110 $ 1,000 $(204,237) $ 0 $ 660,935
------------ ------------ ----------- ------------ ----------- ----------- -----------
------------ ------------ ----------- ------------ ----------- ----------- -----------

F-2

SL GREEN REALTY CORP.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS)

IPO/Formation Transactions
--------------------------------------------------------
SL Green Acquisition Equity
Realty SL Green Of Conversion IPO IPO
Corp. Predecessor Parternerships' Service Acquisition Financing
Historical Historical Interest Corproations Properties Adjustments
(A) (B) (C) (D) (E) (F)
----------- ------------- ------------- ------------- ----------- -------------

Revenues
Rental revenue.............................. $ 20,033 $ 4,107 $ 13,079 $ 12,254
Escalations and reimbursement revenues...... 2,205 792 859 1,644
Management revenues......................... 1,268 $ (1,268)
Leasing commissions......................... 484 3,464 (3,464)
Construction revenues....................... 77 (77)
Investment income........................... 485
Other income................................ 16 89 (11) 1,582
----------- ------ ------------- ------------- ----------- -------------
Total revenues.......................... 23,207 9,724 14,027 (4,820) 15,480
----------- ------ ------------- ------------- ----------- -------------
Equity in net income (loss) in Service
Corporations.............................. (101) 1,948
Equity in net (loss) from uncombined joint
ventures.................................. (770) 770
----------- ------ ------------- ------------- ----------- -------------
Expenses
Operating expenses.......................... 7,077 2,722 4,985 (1,000) 3,679
Interest.................................... 2,135 1,062 5,320 $ (3,008)
Depreciation and amortization............... 2,815 811 2,456 (48) 1,390 (16)
Real estate taxes........................... 3,498 705 1,741 2,714
Marketing, general and administrative....... 948 2,189 (1,521)
----------- ------ ------------- ------------- ----------- -------------
Total expenses.......................... 16,473 7,489 14,502 (2,569) 7,783 (3,024)
----------- ------ ------------- ------------- ----------- -------------
Income (loss) before minority interest and
extraordinary item........................ 6,633 1,465 295 (303) 7,697 3,024
Minority interest in operating partnership.. (1,074)
----------- ------ ------------- ------------- ----------- -------------
Income (loss) before extraordinary item... $ 5,559 $ 1,465 $ 295 $ (303) $ 7,697 $ 3,024
----------- ------ ------------- ------------- ----------- -------------
----------- ------ ------------- ------------- ----------- -------------
Mandatory preferred stock dividends and
accretion (Q)...............................
Pro forma income before extraordinary item
available to common shareholders............
Pro forma income before extraordinary item
available per common share - basic (R)......
Pro forma income before extraordinary item
available per common share - diluted (R)....

1997 1998 1998
Acquired Acquired Pending Financing Pro Company
Properties Properties Acquisitions Adjustments Forma Pro
(G) (H) (I) (J) Adjustments Forma
----------- ----------- ------------- ------------- ------------ -----------

Revenues
Rental revenue.............................. $ 17,725 $ 36,993 $ 17,226 $ 121,417
Escalations and reimbursement revenues...... 1,390 7,628 2,056 16,574
Management revenues.........................
Leasing commissions......................... $ (484)(M)
Construction revenues.......................
Investment income........................... 1,782 (485)(N) 1,782
Other income................................ 96 1,006 947 3,725
----------- ----------- ------------- ------------- ------------ -----------
Total revenues.......................... 20,993 45,627 20,229 (969) 143,498
----------- ----------- ------------- ------------- ------------ -----------
Equity in net income (loss) in Service
Corporations.............................. 484(M) 2,331
Equity in net (loss) from uncombined joint
ventures..................................
----------- ----------- ------------- ------------- ------------ -----------
Expenses
Operating expenses.......................... 6,747 23,731 7,815 2,028(P) 57,784
Interest.................................... $ 3,267 8,776
Depreciation and amortization............... 2,269 4,146 2,640 4(K) 16,467
Real estate taxes........................... 3,267 8,217 4,207 24,349
Marketing, general and administrative....... 961(L) 2,577
----------- ----------- ------------- ------------- ------------ -----------
Total expenses.......................... 12,283 36,094 14,662 3,267 2,993 109,953
----------- ----------- ------------- ------------- ------------ -----------
Income (loss) before minority interest and
extraordinary item........................ 8,710 9,533 5,567 (3,267) (3,478) 35,876
Minority interest in operating partnership.. (1,657) (O) (2,731)
----------- ----------- ------------- ------------- ------------ -----------
Income (loss) before extraordinary item... $ 8,710 $ 9,533 $ 5,567 $ (3,267) $ (5,135) 33,145
----------- ----------- ------------- ------------- ------------
----------- ----------- ------------- ------------- ------------
Mandatory preferred stock dividends and
accretion (Q)............................... 8,050
-----------
Pro forma income before extraordinary item
available to common shareholders............ $ 25,095
-----------
-----------
Pro forma income before extraordinary item
available per common share - basic (R)...... $ 1.13
-----------
-----------
Pro forma income before extraordinary item
available per common share - diluted (R).... $ 1.12
-----------
-----------

F-3

SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

ADJUSTMENTS TO THE PRO FORMA CONSOLIDATED BALANCE SHEET

(A) To reflect the consolidated balance sheet of SL Green Realty Corp. as of
December 31, 1997.

(B) To reflect the issuance of 10,000,000 shares of common stock at an
assumed price of $23.125 per share (May 7, 1998 closing stock price) which is
reduced by the underwriting discount of $11,563, including $725 previously paid
and is deferred on the pro-forma balance sheet and estimated other costs of the
Common Offering of $980.

Also, to reflect the issuance of 4,000,000 shares of 7.75% Preferred Income
Equity Mandatory Redeemable Shares at a liquidation value of $25 per share which
is reduced by the underwriting discount of $4,000 and estimated other costs of
the PIERS Offering of $420.

(C) To reflect the acquisition of the three respective Acquired Properties
at cost which represents the purchase price, including certain closing costs, of
420 Lexington Avenue, 1466 Broadway and 321 West 44th Street as follows:

420 321
Lexington 1466 West 44TH
Avenue Broadway Street Total
----------- ----------- ----------- ----------

Assets acquired:
Land.................................................................... $ 13,074 $ 3,500 $ 16,574
Building................................................................ 52,298 14,000 66,298
Building leasehold...................................................... $ 82,788 82,788
----------- ----------- ----------- ----------
82,788 65,372 17,500 165,660
Liabilities assumed:
Overage rent payable (3,110) (3,110)
----------- ----------- ----------- ----------
Acquisition costs....................................................... $ 79,678 $ 65,372 $ 17,500 $ 162,550
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------

The purchase of 420 Lexington, 1466 Broadway and 321 West 44th Street were
funded primarily by proceeds from the Company's Acquisition Facility totalling
approximately $162,550. In addition, the Company utilized the Acquisition
Facility to repay the Credit Facility in the amount of $76,000 and paid $1,450
in financing costs related to the Acquisition Facility, including $725 which is
to be applied toward the underwriting fees (see (B) above).

(D) To reflect the acquisition of the Pending Acquisitions at cost which
represents the purchase price, including certain closing costs, of 711 Third
Avenue, 440 Ninth Avenue, 116 Nassau Street and 38 East 30th Street as follows:

711 440 116
Third Ninth Nassau 38 East
Avenue Avenue Street 30TH Street Total
--------- --------- --------- ----------- ----------

Assets acquired:
Land.......................................................... $ 5,974 $ 2,163 $ 2,163 $ 10,300
Building...................................................... 23,896 8,652 8,652 41,200
Building leasehold............................................ $ 41,000 41,000
Investment in real estate partnership......................... 20,000 20,000
--------- --------- --------- ----------- ----------
Acquisition costs............................................. $ 61,000 $ 29,870 $ 10,815 $ 10,815 $ 112,500
--------- --------- --------- ----------- ----------
--------- --------- --------- ----------- ----------

F-4

SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The purchase of the Pending Acquisitions will be funded from net proceeds
from the Offerings, issuance of units, and additional borrowings under the
Company's Credit Facility (see (E) below).

(E) To reflect the partial repayment of the Company's Credit Facility and
full repayment of the Acquisition Facility with net proceeds from the Offerings.
Financing fees related to the Acquisition Facility totalling $725 have been
charged to distributions in excess of earnings as a result of the early
retirement of the Acquisition Facility. The Credit Facility remained committed
until the Acquisition Facility is repaid, at which time, the Company will be in
compliance under the Credit Facility and is able to draw additional funds under
such Credit Facility.

(F) To adjust minority interest in the Company to reflect the Pending
Acquisition and Common Offering as follows:

Total stockholders' equity and minority interest.................. $ 429,096
Percentage of Units which are not owned by the Company............ 9.8%
---------
Minority interest in the equity of the Company.................... $ 42,103
---------
---------

ADJUSTMENTS TO THE PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997

(A) To reflect the historical consolidated statement of operations of SL
Green Realty Corp. for the period August 21, 1997 to December 31, 1997.

(B) To reflect the historical combined statement of operations of SL Green
Predecessor for the period January 1, 1997 to August 20, 1997.

F-5

SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(C) To reflect the period January 1, 1997 to August 20, 1997 operations of
673 First Avenue, 470 Park Avenue South, 29 West 35th Street and 36 West 44th
Street (the "Equity Properties") as consolidated entities rather than equity
method investees due to the acquistion of 100% of the partnership interests.

ACQUISITION OF PARTNERSHIPS' INTERESTS AND
FAIR MARKET VALUE ADJUSTMENTS
------------------------------------------------------

ELIMINATE
HISTORICAL UNCOMBINED 673 470 29 36
AMOUNTS TOTAL FIRST AVE PARK AVE WEST 35TH WEST 44TH
----------- ------------- ----------- ----------- ------------- -------------
REVENUES:
Rental revenue(a)........................ $ 12,604 $ 247 $ 152 $ 64 $ 12
Escalations and reimbursement revenues... 859
Other income............................. 89
----- ------------- ----- ----- ----- --
Total revenues..................... 13,552 247 152 64 12
----- ------------- ----- ----- ----- --
Equity in net income/(loss) of
investees.............................. $ 770
----- ------------- ----- ----- ----- --

EXPENSES:
Operating expenses(b).................... 2,976 (221) (128) (37) (62)
Real estate taxes........................ 1,741
Ground rent(c)........................... 2,425 31
Interest................................. 5,320
Depreciation and amortization(c)......... 2,510 24 (64) (11) (2)
----- ------------- ----- ----- ----- --
Total expenses..................... 14,972 (166) (192) (48) (64)
--
----- ------------- ----- ----- -----
Income (loss) before minority interest... $ 770 $ (1,420) $ 413 $ 344 $ 112 $ 76
----- ------------- ----- ----- ----- --
----- ------------- ----- ----- ----- --

TOTAL
ADJUSTMENTS
-------------

REVENUES:
Rental revenue(a)........................ $ 13,079
Escalations and reimbursement revenues... 859
Other income............................. 89
-------------
Total revenues..................... 14,027
-------------
Equity in net income/(loss) of
investees.............................. 770
-------------
EXPENSES:
Operating expenses(b).................... 2,528
Real estate taxes........................ 1,741
Ground rent(c)........................... 2,456
Interest................................. 5,320
Depreciation and amortization(c)......... 2,457
-------------
Total expenses..................... 14,502
-------------
Income (loss) before minority interest... $ 295
-------------
-------------

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

(a) Rental income is adjusted to reflect straight line amounts as of the
acquisition date.

(b) Operating expenses are adjusted to eliminate management fees paid to the
Service Corporations (Management fee income received by the Service
Corporations was also eliminated.)

F-6

SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(D) To reflect the operations of the Service Corporations pursuant to the
equity method of accounting for the period January 1, 1997 to August 20, 1997.

EXPENSES
HISTORICAL ATTRIBUTABLE EQUITY
SERVICE TO REIT CONVERSION TOTAL
CORPORATIONS (A) (B) ADJUSTMENT
------------- ------------- ----------- -----------

STATEMENT OF OPERATIONS:
Management revenues.......................... $ 1,268 $ (1,268)
Leasing commissions.......................... 3,464 (3,464)
Construction revenues........................ 77 (77)
Equity in net income of Service
Corporations............................... $ (1,948) 1,948
Other income................................. 11 (11)
------ ----- ----------- -----------
Total revenues........................... 4,820 (1,948) (2,872)
------ ----- ----------- -----------

EXPENSES
Operating expenses........................... 1,000 (1,000)
Depreciation and amortization................ 48 (48)
Marketing, general and administrative........ 2,189 $ (668) (1,521)
------ ----- ----------- -----------
Total expenses........................... 3,237 (668) (2,569)
------ ----- ----------- -----------
Income (loss)............................ $ 1,583 $ 668 $ (1,948) $ (303)
------ ----- ----------- -----------
------ ----- ----------- -----------

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

(a) Expenses are allocated to the Service Corporations and the Management LLC
based upon the job functions of the employees.

(b) The equity in net income of the Service Corporations is computed as follows:

Historical Service Corporations income............................................. $ 1,583
Adjustment for management fees eliminated in the combined
historical financial statements due to acquisition of
partnerships interests........................................................... (201)
Expenses attributable to REIT...................................................... 668
---------
Income............................................................................. $ 2,050
---------
---------
Equity in net income of Service Corporations' at 95 percent........................ $ 1,948
---------
---------

F-7

SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(E) To reflect the operations of 1372 Broadway, 1140 Avenue of the Americas
and 50 West 23rd Street for the period January 1, 1997 to August 20, 1997.
Historical rental revenue was adjusted for straight line rents as of the
acquisition date, historical operating expenses were reduced for management
fees, the land lease on 1140 Avenue of the Americas was recorded, and
depreciation and amortization based on cost was recorded.

1372 BROADWAY 1140 AVENUE OF THE AMERICAS
----------------------------------------- ---------------------------------------
HISTORICAL ADJUSTMENT PRO FORMA HISTORICAL ADJUSTMENT PRO FORMA
----------- --------------- ----------- ----------- ------------- -----------

REVENUES:
Rental revenue....................... $ 5,154 $ 578 $ 5,732 $ 2,768 $ 230 $ 2,998
Escalations & reimbursement
revenues........................... 713 713 440 440
Other income......................... 1,520 1,520 61 61
----------- ----- ----------- ----------- ----- -----------
Total revenues................... 7,387 578 7,965 3,269 230 3,499
----------- ----- ----------- ----------- ----- -----------

EXPENSES:
Operating expenses................... 1,701 (181) 1,520 1,261 (130) 1,131
Ground rent.......................... 268 268
Depreciation & amortization.......... 658 658 271 271
Real estate taxes.................... 1,396 1,396 660 660
----------- ----- ----------- ----------- ----- -----------
Total expenses................... 3,097 477 3,574 1,921 409 2,330
----------- ----- ----------- ----------- ----- -----------
Income before minority interest...... $ 4,290 $ 101 $ 4,391 $ 1,348 $ (179) $ 1,169
----------- ----- ----------- ----------- ----- -----------
----------- ----- ----------- ----------- ----- -----------

50 WEST 23RD STREET
--------------------------------------- TOTAL
HISTORICAL ADJUSTMENT PRO FORMA PRO FORMA
----------- ------------- ----------- ---------

REVENUES:
Rental revenue....................... $ 3,303 $ 221 $ 3,524 $ 12,254
Escalations & reimbursement
revenues........................... 491 491 1,644
Other income......................... 1 1 1,582
----------- ----- ----------- ---------
Total revenues................... 3,795 221 4,016 15,480
----------- ----- ----------- ---------
EXPENSES:
Operating expenses................... 876 (116) 760 3,411
Ground rent.......................... 268
Depreciation & amortization.......... 461 461 1,390
Real estate taxes.................... 658 658 2,714
----------- ----- ----------- ---------
Total expenses................... 1,534 345 1,879 7,783
----------- ----- ----------- ---------
Income before minority interest...... $ 2,261 $ (124) $ 2,137 $ 7,697
----------- ----- ----------- ---------
----------- ----- ----------- ---------

(F) To reflect the changes in interest expense as the result of the IPO
financing transactions and the related adjustments to deferred financing
expense.

470 29 36 70
673 1ST AVE PAS W 35TH W 44TH W 36TH
----------- --------- ----------- ----------- -----------

Interest................................................ $ (1,123) $ (1,025) $ (593) $ (339)
Depreciation and amortization........................... 30 9 $ 3 (47)
----------- --------- -- ----- -----
Total expenses.................................... (1,093) (1,016) 3 (593) (386)
----------- --------- -- ----- -----
Income before minority interest................... $ 1,093 $ 1,016 $ (3) $ 593 $ 386
----------- --------- -- ----- -----
----------- --------- -- ----- -----

NEW
1414 MORTGAGE
AVE. AMERICAS LOAN TOTAL
--------------- ----------- ---------

Interest................................................ $ (591) $ 663 $ (3,008)
Depreciation and amortization........................... (29) 18 (16)
----- ----- ---------
Total expenses.................................... (620) 681 (3,024)
----- ----- ---------
Income before minority interest................... $ 620 $ (681) $ 3,024
----- ----- ---------
----- ----- ---------

F-8

SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(G) To reflect the operations of 110 East 42nd Street for the period January
1, 1997 to September 15, 1997, 17 Battery Place including the mortgage loan
receivable for the period January 1, 1997 to December 18, 1997, and 633 Third
Avenue for the period January 1, 1997 to December 31, 1997. Historical rental
revenue was adjusted for straight line rents as of the acquisition date,
historical operating expenses were reduced for management fees, and depreciation
based on recorded cost. These acquisitions were funded by proceeds from the IPO
and Revolving Credit Facility.

633 THIRD
110 EAST 42ND STREET 17 BATTERY PLACE AVENUE
------------------------------------- ------------------------------------- -------------
HISTORICAL ADJUSTMENT PRO FORMA HISTORICAL ADJUSTMENT PRO FORMA HISTORICAL
----------- ----------- ----------- ----------- ----------- ----------- -------------

REVENUES:
Rental revenue.......... $ 3,499 $ (166) $ 3,333 $ 12,458 $ 742 $ 13,200 $ 809
Escalation &
reimbursement
revenues.............. 501 501 889 889
Investment income....... 1,782 1,782
Other income............ 14 14 82 82
----------- ----------- ----------- ----------- ----------- ----------- -----
Total revenues...... 4,014 (166) 3,848 13,429 2,524 15,953 809
----------- ----------- ----------- ----------- ----------- ----------- -----

EXPENSES:

Operating expenses...... 1,839 (147) 1,692 5,264 (410) 4,854 201
Interest expense........
Depreciation &
amortization.......... 426 426 1,627 1,627
Real estate taxes....... 1,000 1,000 2,075 2,075 192
----------- ----------- ----------- ----------- ----------- ----------- -----
Total expenses...... 2,839 279 3,118 7,339 1,217 8,556 393
----------- ----------- ----------- ----------- ----------- ----------- -----
Income before minority
interest................ $ 1,175 $ (445) $ 730 $ 6,090 $ 1,307 $ 7,397 $ 416
----------- ----------- ----------- ----------- ----------- ----------- -----
----------- ----------- ----------- ----------- ----------- ----------- -----

TOTAL
PRO
ADJUSTMENT PRO FORMA FORMA
------------- ----------- ---------

REVENUES:
Rental revenue.......... $ 383 $ 1,192 $ 17,725
Escalation &
reimbursement
revenues.............. 1,390
Investment income....... 1,782
Other income............ 96
----- ----------- ---------
Total revenues...... 383 1,192 20,993
----- ----------- ---------
EXPENSES:
Operating expenses...... 201 6,747
Interest expense........
Depreciation &
amortization.......... 216 216 2,269
Real estate taxes....... 192 3,267
----- ----------- ---------
Total expenses...... 216 609 12,283
----- ----------- ---------
Income before minority
interest................ $ 167 $ 583 $ 8,710
----- ----------- ---------
----- ----------- ---------

F-9

SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(H) To reflect three of the Acquired Properties operations purchased after
December 31, 1997 of 420 Lexington Avenue, 1466 Broadway and 321 West 44th
Street for the year ended December 31, 1997. Historical rental revenue was
adjusted for straight line rents and historical operating expenses were reduced
for management fees and depreciation based on the recorded cost.

420 LEXINGTON AVE 1466 BROADWAY 321 WEST 44TH STREET
------------------------------------- ------------------------------------- ------------------------
HISTORICAL ADJUSTMENT PRO FORMA HISTORICAL ADJUSTMENT PRO FORMA HISTORICAL ADJUSTMENT
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Revenue:
Rental revenue......... $ 25,278 $ 876 $ 26,154 $ 7,749 $ 380 $ 8,129 $ 2,511 $ 199
Escalation &
reimbursement
revenues............. 5,708 5,708 760 760 1,160
Other income........... 763 763 225 225 18
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total revenues..... 31,749 876 32,625 8,734 380 9,114 3,689 199
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Expenses:
Operating expenses..... $ 20,431 (442) 19,989 2,554 (151) 2,403 1,450 (111)
Depreciation &
amortization......... 2,516 2,516 1,280 1,280 350
Real estate taxes...... 5,823 5,823 1,931 1,931 463
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total expenses..... 26,254 2,074 28,328 4,485 1,129 5,614 1,913 239
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Income before minority
interest............. $ 5,495 $ (1,198) $ 4,297 $ 4,249 $ (749) $ 3,500 $ 1,776 $ (40)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

TOTAL
PRO FORMA PRO FORMA
----------- -----------

Revenue:
Rental revenue......... $ 2,710 $ 36,993
Escalation &
reimbursement
revenues............. 1,160 7,628
Other income........... 18 1,006
----------- -----------
Total revenues..... 3,888 45,627
----------- -----------
Expenses:
Operating expenses..... 1,339 23,731
Depreciation &
amortization......... 350 4,146
Real estate taxes...... 463 8,217
----------- -----------
Total expenses..... 2,152 36,094
----------- -----------
Income before minority
interest............. $ 1,736 $ 9,533
----------- -----------
----------- -----------

F-10

SL GREEN REALTY CORP.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(I) To reflect the Pending Acquisitions of 711 Third Avenue, 440 Ninth
Avenue, 116 Nassau Street and 38 East 30th Street for the year ended December
31, 1997. Historical rental revenue was adjusted for straight line rents and
historical operating expenses were reduced for management fees, ground lease
adjustment and depreciation was calculated based on the estimated purchase
prices.

711 THIRD AVENUE 440 NINTH AVENUE 116 NASSAU STREET
------------------------------------- --------------------------------------- --------------------------
HISTORICAL ADJUSTMENT PRO FORMA HISTORICAL ADJUSTMENT PRO FORMA HISTORICAL ADJUSTMENT
----------- ----------- ----------- ----------- ------------- ----------- ----------- -------------

Revenue:
Rental
revenue...... $ 10,097 $ 541 $ 10,638 $ 3,923 $ 205 $ 4,128 $ 1,183 $ 11
Escalation &
reimbursement
revenues..... 353 353 1,145 1,145 36
Other income... 847 847 68 68 1
----------- ----------- ----------- ----------- ----- ----------- ----------- -----
Total
revenues.. 11,297 541 11,838 5,136 205 5,341 1,220 11
----------- ----------- ----------- ----------- ----- ----------- ----------- -----
Expenses:
Operating
expenses..... 5,434 (172) 5,262 1,948 (256) 1,692 264 $ (59)
Depreciation &
amortization... -- 1,640 1,640 580 580 210
Real estate
taxes........ 2,674 2,674 1,123 1,123 121
----------- ----------- ----------- ----------- ----- ----------- ----------- -----
Total
expenses.. 8,108 1,468 9,576 3,071 324 3,395 385 151
----------- ----------- ----------- ----------- ----- ----------- ----------- -----
Income before
minority
interest..... $ 3,189 $ (927) $ 2,262 $ 2,065 $ (119) $ 1,946 $ 835 $ (140)
----------- ----------- ----------- ----------- ----- ----------- ----------- -----
----------- ----------- ----------- ----------- ----- ----------- ----------- -----

38 EAST 30TH STREET
------------------------------------- TOTAL
PRO FORMA HISTORICAL ADJUSTMENT PRO FORMA PRO FORMA
----------- ----------- ----------- ----------- -----------

Revenue:
Rental
revenue...... $ 1,194 $ 1,240 $ 26 $ 1,266 $ 17,226
Escalation &
reimbursement
revenues..... 36 522 522 2,056
Other income... 1 31 31 947
----------- ----------- ----------- ----------- -----------
Total
revenues.. 1,231 1,793 26 1,819 20,229
----------- ----------- ----------- ----------- -----------
Expenses:
Operating
expenses..... 205 757 (101) 656 7,815
Depreciation &
amortization... 210 210 210 2,640
Real estate
taxes........ 121 289 289 4,207
----------- ----------- ----------- ----------- -----------
Total
expenses.. 536 1,046 109 1,155 14,662
----------- ----------- ----------- ----------- -----------
Income before
minority
interest..... $ 695 $ 747 $ (83) $ 664 $ 5,567
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

F-11

SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(J) To reflect the additional borrowings required under the Credit Facility
to fund the Pending Acquisitions (7.265% interest rate) and to reflect the full
year interest expense for a $7 million loan borrowed during December 31, 1997.

(K) To reflect for 70 West 36th Street and 1414 Avenue of the Americas,
depreciation expense adjustments for real property transfer taxes capitalized in
connection with the Formation Transactions which are amortized over the
remaining life of the commercial property.

(L) To reflect the increase in marketing, general and administrative
expenses related to operations of a public company for the period January 1,
1997 to August 20, 1997 which includes the following:

Officers' compensation and related costs............................. $ 446
Professional fees.................................................... 203
Directors' fees and insurance........................................ 174
Printing and distribution costs...................................... 87
Other................................................................ 51
---------
$ 961
---------
---------

The additional officers' compensation and related costs are attributable
primarily to Employment Agreements with the officers as further described under
the caption "Employment and Non Competition Agreement."

(M) Represents the reclassifications of leasing commissions attributable to
the Service Corporations since all leasing commissions is presently being
recorded in the Service Corporations.

(N) Represents the reduction of interest income from the excess cash that
was used to fund Pending Acquisitions.

(O) Represents the 9.8% interest of the minority shareholders in the
Operating Partnership less Unit Holders 9.8% share of the preferred dividends
and accretion totalling $789.

(P) To adjust the provision for doubtful accounts based upon 2% of Pro Forma
rental revenue.

(Q) Represents the 7.75% dividends and accretion on the Preferred Income
Equity Mandatory Redeemable Shares. The difference between the carrying value
and the redemption amount is being accreted using the interest method over ten
years.

(R) Pro Forma income before extraordinary item per common share--basic is
based upon 22,292,311 shares of common stock outstanding as of December 31,
1997. Pro Forma income before extraordinary item per common share--diluted is
based upon 22,404,412 weighted average shares of common stock outstanding as of
December 31, 1997, which gives effect to stock options (the preferred shares are
anti-dilutive). As each Unit is redeemable for cash, or at the Company's
election, for one share of common stock, the calculation of earnings per share
upon redemption will be unaffected as unitholders and stockholders share equally
on a per unit and per share basis in the net income of the Company. Pursuant to
the terms of the Partnership Agreement, the Unit holders that received Units at
the IPO may not, for up to two years from the IPO date, transfer any of their
rights or redeem their Units as a limited partner without the consent of the
Company.

F-12

Report Of Independent Auditors

To the Board of Directors of
SL Green Realty Corp.

We have audited the statement of revenues and certain expenses of the
property at 440 Ninth Avenue, as described in Note 1, for the year ended
December 31, 1997. The financial statement is the responsibility of management
of the Property. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for
the purposes of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in Form 8-K of SL Green Realty Corp., and is
not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the financial statement referred to above presents fairly,
in all material respects, the revenues and certain expenses of the Property, as
described in Note 1 for the year ended December 31, 1997 in conformity with
generally accepted accounting principles.

/s/ Ernst & Young LLP

New York, New York
March 31, 1998

F-13

440 Ninth Avenue

Statement Of Revenues and Certain Expenses

(Dollars in Thousands)

Note 1

YEAR ENDED
DECEMBER 31,
1997
-------------

Revenues
Rental revenue.................................................................................... $ 3,923
Escalations and reimbursement revenue............................................................. 1,145
Other income...................................................................................... 68
------
Total revenues...................................................................................... 5,136
------
Certain Expenses
Property taxes.................................................................................... 1,123
Utilities......................................................................................... 774
Cleaning and service contracts.................................................................... 374
Payroll and expenses.............................................................................. 276
Management fees................................................................................... 256
Repairs and maintenance........................................................................... 115
Professional fees................................................................................. 37
Insurance......................................................................................... 74
Other operating expenses.......................................................................... 42
------
Total certain expenses.............................................................................. 3,071
------
Revenues in excess of certain expenses.............................................................. $ 2,065
------
------

See accompanying notes.

F-14

440 Ninth Avenue

Notes To Statement Of Revenues And Certain Expenses

(Dollars In Thousands)

December 31, 1997

1. Basis Of Presentation

Presented herein is the statement of revenues and certain expenses related
to the operations of the property located at 440 Ninth Avenue in New York City,
(the "Property").

The accompanying financial statement has been prepared in accordance with
the applicable rules and regulations of the Securities and Exchange Commission
for the acquisition of real estate properties. Accordingly, the financial
statement excludes certain expenses that may not be comparable to those expected
to be incurred by SL Green Realty Corp., in the proposed future operations of
the Property. Items excluded consist of interest, amortization and depreciation.

2. Use Of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the amounts reported in the financial statement and
accompanying notes. Actual results could differ from those estimates.

3. Revenue Recognition

The Property is leased to tenants under operating leases. Minimum rental
income is generally recognized on a straight-line basis over the term of the
lease. The excess of amounts due pursuant to the underlying leases over the
amounts recognized amounted to approximately $68 for the year ended December 31,
1997.

4. Concentration Of Revenue

Approximately 39% of the Property's revenue for the year ended December 31,
1997 was derived from three tenants.

5. Management Agreements

During 1997 the Property was managed by Murray Hill Property Management,
Inc., (the "Management Company"), a related party. During the year ended
December 31, 1997 the management fees were based on 5% of gross cash receipts.
The management fee was $256 for the year ended December 31, 1997. In addition,
the Property paid to the Management Company fees of $8 for accounting services
provided by the Management Company.

6. Related Party Transactions

The Management Company leased office space at the Property for the year
ended December 31, 1997. The rental income of $95 was not billed to the
Management Company; however, it was partially offset by payments of $28 made by
the Management Company on behalf of the Property. The financial statement
reflects both the rental income and the expenses.

F-15

440 Ninth Avenue

Notes To Statement Of Revenues And Certain Expenses (continued)

(Dollars In Thousands)

December 31, 1997

7. Insurance Costs

The Property is included in an umbrella insurance policy that covers several
properties managed by the Management Company. The Management Company allocates
the costs of the policy on a per square foot basis.

8. Lease Agreements

The Property is being leased to tenants under operating leases with term
expiration dates ranging from 1998 to 2009. The minimum rental amounts due under
the leases are generally subject to scheduled fixed increases. The leases
generally also require that the tenants reimburse the Property for increases in
certain operating costs and real estate taxes above their base year costs.
Approximate future minimum rents to be received over the next five years and
thereafter for non-cancelable operating leases as of December 31, 1997
(exclusive of renewal option periods) are as follows:

1998............................................................... $ 4,000
1999............................................................... 4,100
2000............................................................... 3,500
2001............................................................... 2,800
2002............................................................... 1,300
Thereafter......................................................... 5,700
---------
$ 21,400
---------
---------

F-16

Report Of Independent Auditors

To the Board of Directors of
SL Green Realty Corp.

We have audited the statement of revenues and certain expenses of the
property at 38 East 30th Street, as described in Note 1, for the year ended
December 31, 1997. The financial statement is the responsibility of management
of the Property. Our responsibility is to express an opinion on this financial
statement based on our audit.

/s/ Ernst & Young LLP

New York, New York
March 31, 1998

F-17

38 East 30th Street

Statement Of Revenues And Certain Expenses

(Dollars In Thousands)

Note 1

Year Ended
December 31,
1997
-------------

Revenues
Rental revenue.................................................................................... $ 1,240
Escalations and reimbursement revenue............................................................. 522
Other income...................................................................................... 31
------
Total revenues...................................................................................... 1,793
------
Certain Expenses
Property taxes.................................................................................... 289
Utilities......................................................................................... 303
Cleaning and service contracts.................................................................... 119
Payroll and expenses.............................................................................. 129
Management fees................................................................................... 101
Repairs and maintenance........................................................................... 52
Professional fees................................................................................. 19
Insurance......................................................................................... 24
Other operating expenses.......................................................................... 10
------
Total certain expenses.............................................................................. 1,046
------
Revenues in excess of certain expenses.............................................................. $ 747
------
------

See accompanying notes.

F-18

38 East 30th Street

Notes to Statement Of Revenues And Certain Expenses

(Dollars In Thousands)

December 31, 1997

1. Basis Of Presentation

Presented herein is the statement of revenues and certain expenses related
to the operations of the property located at 38 East 30th Street in New York
City, (the "Property").

2. Use Of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3. Revenue Recognition

The Property is leased to tenants under operating leases. Minimum rental
income is generally recognized on a straight-line basis over the term of the
lease. The excess of amounts due pursuant to the underlying leases over amounts
so recognized amounted to approximately $94 for the year ended December 31,
1997.

4. Concentration Of Revenue

Approximately 73% of the Property's revenue for the year ended December 31,
1997 was derived from two tenants.

5. Management Agreements

During 1997 the Property was managed by Murray Hill Property Management,
Inc., (the "Management Company"), a related party. During the year ended
December 31, 1997 the management fees were based on 5% of gross cash receipts.
The management fee was $101 for the year ended December 31, 1997. In addition,
the Property paid to the Management Company fees of $9 for accounting services
provided by the Management Company.

6. Insurance Costs

7. Lease Agreements

The Property is being leased to tenants under operating leases with term
expiration dates ranging from 1998 to 2007. The minimum rental amounts due under
the leases are generally subject to scheduled fixed increases. The leases
generally also require that the tenants reimburse the Property for increases in

F-19

38 East 30th Street

Notes to Statement Of Revenues And Certain Expenses (continued)

(Dollars In Thousands)

December 31, 1997

7. Lease Agreements (Continued)
certain operating costs and real estate taxes above their base year costs.
Approximate future minimum rents to be received over the next five years and
thereafter for non-cancelable operating leases as of December 31, 1997
(exclusive of renewal option periods) are as follows:

1998................................................................ $ 1,300
1999................................................................ 1,200
2000................................................................ 1,300
2001................................................................ 700
2002................................................................ 700
Thereafter.......................................................... 2,800
---------
$ 8,000
---------
---------

F-20

Report Of Independent Auditors

To the Board of Directors of
SL Green Realty Corp.

We have audited the statement of revenues and certain expenses of the
property at 116 Nassau Street, as described in Note 1, for the year ended
December 31, 1997. The financial statement is the responsibility of management
of the Property. Our responsibility is to express an opinion on this financial
statement based on our audit.

/s/ Ernst & Young LLP

New York, New York
March 31, 1998

F-21

116 Nassau Street

Statement Of Revenues And Certain Expenses

(Dollars In Thousands)

Note 1

Year Ended
December 31,
1997
-------------

Revenues
Rental revenue.................................................................................... $ 1,183
Escalations and reimbursement revenue............................................................. 36
Other income...................................................................................... 1
------
Total revenues...................................................................................... 1,220
------

Certain Expenses
Property taxes.................................................................................... 121
Utilities......................................................................................... 38
Cleaning and service contracts.................................................................... 6
Payroll and expenses.............................................................................. 61
Management fees................................................................................... 59
Repairs and maintenance........................................................................... 46
Professional fees................................................................................. 28
Insurance......................................................................................... 20
Other operating expenses.......................................................................... 6
------
Total certain expenses.............................................................................. 385
------
Revenues in excess of certain expenses.............................................................. $ 835
------
------

See accompanying notes.

F-22

116 Nassau Street

Notes to Statement Of Revenues And Certain Expenses

(Dollars In Thousands)

December 31, 1997

1. Basis Of Presentation

Presented herein is the statement of revenues and certain expenses related
to the operations of the property located at 116 Nassau Street in Brooklyn, New
York, (the "Property").

2. Use Of Estimates

3. Revenue Recognition

The Property is leased to tenants under operating leases. Minimum rental
income is generally recognized on a straight-line basis over the term of the
lease. The excess of amounts so recognized over amounts due pursuant to the
underlying leases amounted to approximately $42 for the year ended December 31,
1997.

4. Concentration Of Revenue

The Property's revenue for the year ended December 31, 1997 was derived from
two tenants.

5. Management Agreements

6. Insurance Costs

7. Lease Agreements

F-23

116 Nassau Street

Notes to Statement Of Revenues And Certain Expenses (continued)

(Dollars In Thousands)

December 31, 1997

7. Lease Agreements (Continued)
rents to be received over the next five years and thereafter for non-cancelable
operating leases as of December 31, 1997 (exclusive of renewal option periods)
are as follows:

1998................................................................ $ 1,100
1999................................................................ 1,200
2000................................................................ 1,200
2001................................................................ 1,000
2002................................................................ 400
Thereafter.......................................................... 2,800
---------
$ 7,700
---------
---------

F-24

Report Of Independent Auditors

To the Board of Directors of
SL Green Realty Corp.

We have audited the statement of revenues and certain expenses of the
property at 711 Third Avenue, as described in Note 1, for the year ended
December 31, 1997. The financial statement is the responsibility of management
of the Property. Our responsibility is to express an opinion on this financial
statement based on our audit.

/s/ Ernst & Young LLP

New York, New York
March 24, 1998

F-25

711 Third Avenue
Statement Of Revenues And Certain Expenses
(Dollars In Thousands)
Note 1

Year Ended
December 31,
1997
------------

Revenues
Rental revenue.................................................................................... $ 10,097
Escalations and reimbursement revenue............................................................. 353
Other income...................................................................................... 847
------------
Total revenues...................................................................................... 11,297
------------
Certain Expenses
Ground rent....................................................................................... 1,550
Property taxes.................................................................................... 2,674
Utilities......................................................................................... 638
Cleaning and service contracts:
Related party................................................................................... 893
Other........................................................................................... 272
Payroll and expenses.............................................................................. 1,159
Management fees................................................................................... 172
Repairs and maintenance........................................................................... 396
Professional fees................................................................................. 89
Insurance......................................................................................... 37
Other operating expenses.......................................................................... 228
------------
Total certain expenses.............................................................................. 8,108
------------
Revenues in excess of certain expenses.............................................................. $ 3,189
------------
------------

See accompanying notes.

F-26

711 Third Avenue
Notes to Statement Of Revenues And Certain Expenses
(Dollars In Thousands)

December 31, 1997

1. Basis Of Presentation

Presented herein is the statement of revenues and certain expenses related
to the operations of the property, located at 711 Third Avenue, in the borough
of Manhattan in New York City, (the "Property").

The accompanying financial statement has been prepared in accordance with
the applicable rules and regulations of the Securities and Exchange Commission
for the acquisition of real estate properties. Accordingly, the financial
statement excludes certain expenses that may not be comparable to those expected
to be incurred by SL Green Realty Corp., ("SL Green"), in the proposed future
operations of the Property. Items excluded consist of interest, amortization and
depreciation.

SL Green has entered into an agreement to purchase 50% of the fee interest
in the Property and upon completion of this transaction will enter a co-tenancy
agreement with the other 50% fee owner. Additionally, SL Green has made an offer
to purchase the existing mortgage loan which is collateralized by the leasehold
interest in the Property and will enter into a sublease agreement for the
leasehold interest. Upon the completion of the proposed transactions the ground
rent will be adjusted in accordance with the purchase agreements.

2. Use Of Estimates

The preparation of financial statement in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the amounts reported in the financial statement and accompanying notes.
Actual results could differ from those estimates.

3. Revenue Recognition

The Property is leased to tenants under operating leases. Minimum rental
income is generally recognized on a straight-line basis over the term of the
lease. The excess of amounts so recognized over amounts due pursuant to the
underlying leases amounted to approximately $22 for the year ended December 31,
1997.

4. Concentration Of Revenue

Approximately 29% of the Property's revenue for the year ended December 31,
1997 was derived from two tenants.

5. Management Agreements

For the period January 1, 1997 through August 31, 1997 the Property was
managed by Weiler Arnow Management Co., Inc., (the "Management Company"), an
affiliate of the owner of the Property. The management fees were based on
monthly fixed payments of $16 plus administrative salaries. For the period
September 1, 1997 through December 31, 1997 the Property was managed by Cushman
& Wakefield Inc. and the management fees were based on monthly fixed payments of
$11 plus administrative salaries.

6. Related Party Transactions

The Property was provided cleaning services for the eight months ended
August 31, 1997 by the Wieler Arnow Cleaning Company, which is wholly owned by
the Management Company.

F-27

711 Third Avenue

Notes to Statement Of Revenues And Certain Expenses (continued)

(Dollars In Thousands)

December 31, 1997

6. Related Party Transactions (Continued)

The Property paid approximately $893 in contract cleaning and $122 of
management, general and administrative costs to affiliated companies of the
Property owner for the year ended December 31, 1997. In addition, the Property
paid approximately $1,550 of ground rent expense to an affiliated company of the
Property owner for the year ended December 31, 1997.

7. Ground Rent

The Property is comprised of a triple net ground lease with a term expiring
in July 2033, (the "Ground Lease"). In addition, the Ground Lease contains five
ten year renewal options and requires fixed annual rent of approximately $1,550.
The rent is re-set at July 2001, July 2011 and July 2021 (and at the
commencement of each of the five ten year renewal option periods), at the
greater of (a) the net annual rental payable for the immediately preceding lease
year, or (b) 7.75% of the fair market value of the land.

The ground rent may be adjusted for future periods due to the anticipated
acquisition of the Property (as described in Note 1) by SL Green.

8. Benefit Plans

The Property employees are covered by multi-employer defined benefit pension
plans and post-retirement health and welfare plans. Contributions to these plans
amounted to $101 for the year ended December 31, 1997.

9. Lease Agreements

The Property is being subleased to tenants under operating leases with term
expiration dates ranging from 1998 to 2011. The minimum rental amounts due under
the leases are generally subject to scheduled fixed increases. The leases
generally also require that the tenants reimburse the Property for increases in
certain operating costs and real estate taxes above their base year costs.
Approximate future minimum rents to be received over the next five years and
thereafter for non-cancelable operating leases as of December 31, 1997
(exclusive of renewal option periods) are as follows:

1998............................................................... $ 9,000
1999............................................................... 8,800
2000............................................................... 8,200
2001............................................................... 7,100
2002............................................................... 5,800
Thereafter......................................................... 36,900
---------
$ 75,800
---------
---------

F-28



                                                              Exhibit 2.1

                                    AGREEMENT

     THIS AGREEMENT (this "Agreement") is made and entered into as of the 24th
day of April, 1998, by and between The Comptroller of the State of New York as
Trustee of the New York State Common Retirement Fund, having an address at 633
Third Avenue, New York, New York ("Seller") and SL Green Operating Partnership,
L.P., having an address at 70 West 36th Street, New York, New York
("Purchaser").

                                 R E C I T A L S

     WHEREAS, Purchaser desires to purchase and Seller desires to sell that
certain loan (the "Loan") evidenced and/or secured by that certain promissory
note (the "Note"), mortgage (the "Mortgage") and assignment of leases and rents
(the "Assignment of Leases and Rents") listed on Exhibit A annexed hereto and
made a part hereof (the Note, the Mortgage and the Assignment of Leases and
Rents being collectively referred to as the "Loan Documents").

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereby agree as follows:

     1. Purchase of the Loan. For good and valuable consideration, the
sufficiency of which is hereby acknowledged, Seller agrees to sell, assign and
convey to Purchaser and Purchaser agrees to purchase and accept from Seller, all
of Seller's right, title and interest in and to the Loan and the Loan Documents,
subject to and in accordance with the terms and provisions of this Agreement.

     2. Purchase Price. The purchase price (the "Purchase Price") is FORTY FIVE
MILLION AND 00/100 DOLLARS ($45,000,000.00), payable as follows:

          (a) Upon execution of this Agreement, Purchaser shall pay to Seller
the sum of THREE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
($3,500,000.00) (the "Deposit"), which Deposit shall be made by wire transfer of
immediately available funds pursuant to the wire instructions listed on Schedule
I annexed hereto and made a part hereof and shall be deemed earned upon receipt
by Seller and shall be non-refundable except (i) pursuant to Subsection 6(b)
hereof or (ii) as otherwise provided herein; and

          (b) On the Closing Date (hereinafter defined), Purchaser shall pay to
Seller the sum of FORTY ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
($41,500,000.00) (the "Balance") representing the balance of the Purchase Price,
which payment shall be made by wire transfer of immediately available funds as
Seller shall direct and shall be deemed earned upon receipt by Seller.
Notwithstanding the provisions of this Subsection 2(b) to the contrary, the
Balance shall be reduced by the amount of the Extension Deposit (hereinafter
defined) paid by Seller to Purchaser, if any.





     3. Term of Agreement. (a) The consummation of the purchase and sale of the
Loan (the "Closing") shall take place at 10:00 a.m. on or before May 21, 1998
(said date being referred to as the "Closing Date") at the offices of Thacher
Proffitt & Wood, Two World Trade Center, New York, New York 10048, or at such
other location upon which Seller and Purchaser may mutually agree in writing.

     (b)(i) Purchaser shall have the right to extend the Closing Date until July
1, 1998 (the "First Extension Date") by giving not less than five (5) days prior
written notice to Seller and upon the payment to Seller, with said notice, of
ONE MILLION AND 00/100 DOLLARS ($1,000,000.00)(the "First Extension Deposit").

     (ii) Purchaser shall have the right to further extend the Closing Date
until July 31, 1998 by giving not less than five (5) days prior written notice
to Seller and upon the payment to Seller, with said notice, of (A) an additional
ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) (the "Second Extension Deposit";
the First Extension Deposit and the Second Extension Deposit are hereinafter
referred to, individually and collectively, as the context may require as the
"Extension Deposit") and (B) THREE HUNDRED SIXTY-THREE THOUSAND EIGHTY-TWO AND
19/100 DOLLARS ($363,082.19) (the "Additional Fee").

     (c) Notwithstanding the provisions of Subsection 3(b)(ii) to the contrary,
at the Closing, Seller shall refund to Purchaser that portion of the Additional
Fee paid by Seller that exceeds the product of (A) ELEVEN THOUSAND SEVEN HUNDRED
TWELVE AND 33/100 DOLLARS ($11,712.33) multiplied by (B) the number of day
elapsed since the First Extension Date through and including the Closing Date.

     4. Closing Requirements.

     (a) Obligations of Seller. (i) At Closing, subject to the payment of real
estate taxes due and payable prior to the Closing Date, the escrow account then
held by or on account of Seller in connection with the Loan shall be transferred
to Purchaser by wire transfer of immediately available funds as Purchaser may
direct, together with all account records in connection therewith.

     (ii) At Closing, Seller shall deliver to Purchaser or Purchaser's designee:

          (A) the original Note endorsed, without recourse, by allonge;

          (B) the original Mortgage and an executed assignment of the Mortgage
(the "Assignment of Mortgage") in substantially the form of Exhibit B annexed
hereto and made a part hereof;

          (C) the original Assignment of Leases and Rents and an executed
assignment of the Assignment of Leases and Rents (the "Assignment of ALR") in
substantially the form of Exhibit C annexed hereto and made a part hereof;

          (D) an original counterpart of any other material document evidencing
or securing the Note (other than the Loan Documents) or, in the event that
Seller is unable to locate an original counterpart of any such document, a
photocopy thereof certified as true and complete by Seller, and an executed
omnibus assignment relating to such documents in substantially the form of
Exhibit D annexed hereto and made a part hereof;


                                       2



          (E) assignments of UCC financing statements (collectively, the
"UCC-3") pertaining to the Loan in substantially the form of Exhibit E-1 and
Exhibit E-2 annexed hereto and made a part hereof;

          (F) a statement under oath to establish the inapplicability of section
275 of the real property law of the State of New York (the "275 Affidavit") in
substantially the form of Exhibit F annexed hereto and made a part hereof;

          (G) a certification as to the then outstanding principal balance of
the Note;

          (H) such documents as may be necessary to substitute Purchaser and
Purchaser's counsel as the plaintiff and the plaintiff's counsel, respectively,
in the Action;

          (I) reasonable proof of the authority of Seller's signatories; and

          (J) such other documents as may be necessary to consummate the
transactions contemplated herein.

     Purchaser shall bear sole responsibility for, and the cost of, recording
the Assignment of Mortgage, the Assignment of ALR, the UCC-3 and the 275
Affidavit and any other assignments and/or documents delivered to Purchaser at
or after the Closing in connection with the Loan.

     (b) Obligations of Purchaser. (i) At Closing, Purchaser shall pay, in
addition to the Balance, all transfer, filing and recording fees, taxes, costs
and expenses, and any applicable documentary taxes required to be paid by either
Seller or Purchaser in connection with the transactions contemplated by this
Agreement, and Purchaser hereby agrees to indemnify and hold Seller harmless
from and against any and all claims, liabilities, costs, damages and expenses
arising out of or in connection with Purchaser's failure to pay any such amounts
on a timely basis. The provisions of this Section 4(b) shall survive the
Closing. Nothing in this Section 4(b) shall be construed to make Purchaser
liable to Seller for (i) legal fees and expenses incurred by Seller to Thacher
Proffitt & Wood or Heitman Capital Management Corporation in connection with
this Agreement and the transactions contemplated hereby or (ii) any mortgage
recording taxes which were due and payable upon the original recordation of any
of the recorded Loan Documents, but 711 Third Associates ("Borrower") shall
remain liable for said taxes.

     (ii) At Closing, Purchaser shall deliver to Seller certified copies of
appropriate resolutions, directions and consents approving the execution and
delivery of the documents to Purchaser necessary to complete the transactions
contemplated by this Agreement, together with such other certificates of
incumbency and other evidence of authority as Seller or Seller's counsel may
reasonably require.


                                       3



     5. Pending Litigation. Upon the execution of this Agreement, with respect
to that certain litigation entitled The Comptroller of the State of New York as
Trustee of the New York State Common Retirement Fund v. 711 Third Associates
currently pending in the Supreme Court of the State of New York, New York County
under Index No. 114250/97 (the "Action"), Seller agrees not to have a
court-appointed referee advertise or conduct a foreclosure sale of the Mortgaged
Property (as defined in the Verified Complaint in the Action) until the earlier
of (i) the expiration of the term of this Agreement, including any applicable
extension periods pursuant to Section 3 hereof, and (ii) the occurrence of a
default under this Agreement. Nothing contained herein shall be construed as a
waiver of or, except as aforesaid, an agreement to forebear, from exercising any
right or remedy of Seller as provided in the Loan Documents or at law or in
equity, it being expressly understood that Seller will proceed with all steps
necessary to have a Judgement of Foreclosure and Sale entered in the Action.

     6. Crain's Lease. (a) Upon the execution of this Agreement and receipt by
Seller of the Deposit, Seller agrees to join with Borrower in objecting to that
certain proposed lease between Kenneth R. Feinberg, as Receiver of 711 Third
Avenue, as landlord and Crain Communications Inc, as tenant (the "Crain's
Lease") based upon Purchaser's representation that Purchaser will be unwilling
to purchase the Loan if Seller fails to agree to join with Borrower in objecting
to the Crain's Lease. Notwithstanding the foregoing, other than as provided in
this Section 6, Purchaser's obligations hereunder are in no way contingent upon
the execution, modification or amendment of the Crain's Lease.

     (b) In the event that the Crain's Lease or another lease with Crain
Communications Inc is executed and effective without Purchaser's written prior
consent, the Deposit, the Extension Fee, if any, and the Additional Fee, if any,
paid by Purchaser shall be refunded to Purchaser within five (5) Business Days
(hereinafter defined) following written request by Purchaser to Seller.

     7. No Representations/Warranties. Seller makes no representations nor gives
any warranties relating to the Loan and the Loan Documents, which shall be sold
by Seller and purchased and accepted by Purchaser "as-is, where is."

     8. No Partnership. Nothing set forth in this Agreement shall be construed
as making Seller, Purchaser and/or Borrower the partner, agent or joint venturer
of any other party. Nothing set forth in this Agreement and no prior statement,
act or inaction shall be construed as making Seller an operator or manager of
the Mortgaged Property. Seller and Purchaser shall have no relationship to each
other, other than as parties to this Agreement.

     9. Brokers. Each party represents to the other that no broker brought about
this Agreement. Each party shall indemnify, defend and hold the other party
harmless against all claims, liabilities, costs, damages and expenses of any
nature (collectively, the "Losses") arising out of any claim, demand or
liability to or asserted by any broker, agent or finder, licensed or otherwise,
claiming to have acted on behalf of or to have dealt with the other party in
connection with the transactions contemplated by this Agreement. Furthermore,
Purchaser agrees to indemnify, defend and hold Seller harmless against all
Losses arising out of any claim, demand or liability to or asserted by any
broker, agent or finder, licensed or otherwise, with respect to the Crain's
Lease. The provisions of this Section 9 shall survive the Closing.


                                       4



     10. Default.

     (a) Upon a default by Purchaser under this Agreement, Seller shall be
entitled to terminate this Agreement upon notice to Purchaser and retain the
Deposit, the Extension Deposit, if any, and the Additional Fee, if any, as
liquidated damages, as its sole remedy.

     (b) Upon a default by Seller under this Agreement, Purchaser, as and for
its sole remedy arising out of such breach, shall have the right to either (i)
terminate this Agreement upon notice to Seller, in which event Seller shall
return the Deposit, the Extension Deposit, if any, and the Additional Fee, if
any, and neither party shall thereafter have any further obligations under this
Agreement or (ii) seek specific performance of the obligations of Seller under
this Agreement; provided, however, that in no event shall Purchaser be entitled
to monetary damages.

     11. Governing Law. This Agreement shall be deemed to be a contract entered
into pursuant to the laws of the State of New York and shall in all respects be
governed, construed, applied and enforced in accordance with applicable federal
law and the laws of the State of New York, without reference or giving effect to
any choice of law doctrine.

     12. Notices. All notices or other written communications hereunder shall be
deemed to have been properly given (a) upon delivery, if delivered in person,
(b) one (1) Business Day after having been deposited for overnight delivery with
any reputable overnight courier service, or (c) three (3) Business Days after
having been deposited in any post office or mail depository regularly maintained
by the U.S. Postal Service and sent by registered or certified mail, postage
prepaid, addressed as follows:

If to Seller:             The Comptroller of the State of New York as
                          Trustee  of  the  New  York  State   Common
                          Retirement Fund
                          633 Third Avenue, 31st Floor
                          New York, New York 10017
                          Attention: Mr. Martin Levine

with a copy (which shall not constitute notice) to:

                          Thacher Proffitt & Wood
                          Two World Trade Center
                          New York, New York 10048

                          Attention: Joseph P. Forte, Esq.

                                      and

                          Heitman Capital Management Corporation
                          180 North LaSalle Street
                          Chicago, Illinois 60601
                          Attention: Mr. Dwight P. Fawcett,
                                     Executive Vice President


                                       5



If to Purchaser:          SL Green Operating Partnership L.P.
                          70 West 36th Street
                          New York, New York 10018
                          Attention: Benjamin P. Feldman, Esq.

with a copy (which shall not constitute notice) to:

                          Robinson Silverman Pearce Aronsohn & Berman
                          1290 Avenue of the Americas
                          New York, New York 10104
                          Attention: Jonathan S. Margolis, Esq.

     For purposes of this Section 12, the term "Business Day" shall mean a day
on which commercial banks are not authorized or required by law to close in New
York, New York.

     13. Time. Time is of the essence for all provisions of this Agreement.

     14. Interpretation. The headings of the various sections of this Agreement
are for convenience of reference only and shall not affect the meaning or
construction of any provisions hereof.

     15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original but all of which, taken
together, shall constitute one and the same instrument.

     16.  Authority.     Each  party  executing  this  Agreement
represents  to the other party that such party has the full  authority and legal
right and power to do so.

     17. Additional Documents or Acts. The parties hereto shall execute all
additional documents and do all acts not specifically referred to herein which
are reasonably necessary to fully effectuate the intent of this Agreement.

     18. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors and assigns.

     19. No Amendment or Modification. No amendment, supplement or modification
of this Agreement shall be effective against a party against whom the
enforcement of such amendment, supplement or other modification would be
asserted, unless such amendment, supplement or modification was made in a
writing signed by such party. Purchaser acknowledges and agrees that all future
discussions with Seller shall be without prejudice to Seller and shall not be
deemed to modify, waive or amend any term or provision of this Agreement or the
Loan Documents.

     20. Costs and Expenses. Except as otherwise provided herein, each party
shall be solely responsible for their own costs and expenses (including legal
expenses) incurred with respect to this Agreement and the transactions
contemplated hereby.


                                       6



     21. Entire Agreement.This Agreement (together with the Exhibits annexed
hereto) sets forth the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof, and supersedes all prior agreements
and understandings between the parties hereto with respect to the transactions
contemplated hereby.

     22. Review by Counsel. Seller and Purchaser each expressly acknowledge that
their respective counsel have reviewed this Agreement, and that each has had the
opportunity to consult with their attorney prior to executing this Agreement.

     23. Purchaser's Representation. Purchaser represents that simultaneously
with the execution of this Agreement, Purchaser is entering into an agreement
with the principals of Borrower with respect to said principals interest in the
Mortgaged Property.

                         [NO FURTHER TEXT ON THIS PAGE]


                                       7



     IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

                           SELLER

                           ------

                           THE  COMPTROLLER  OF THE STATE OF NEW YORK AS TRUSTEE
                           OF THE NEW YORK STATE COMMON RETIREMENT FUND

                           By:  /s/ John E. Hull
                               ------------------------------
                               Name:

                               Title:

                           PURCHASER

                           ---------

                           SL GREEN OPERATING PARTNERSHIP, L.P.

                           By:   SL GREEN REALTY  CORP.,  a Maryland
                                 corporation, its general partner

                                 By:  /s/ Stephen L. Green
                                      ------------------------------
                                      Name:
                                      Title:


                                       8



                                    EXHIBIT A
                                    ---------

1.       Promissory note dated July 29, 1988 executed and delivered by 711 Third
         Associates to The Comptroller of the State of New York as Trustee of
         the New York State Common Retirement Fund in the principal sum of
         $46,000,000.00.

2.       Mortgage dated July 29, 1988 executed and delivered by 711 Third
         Associates to The Comptroller of the State of New York as Trustee of
         the New York State Common Retirement Fund recorded on August 9, 1988 in
         the Office of the City Register of the County of New York, State of New
         York in Reel 1444 of Mortgages, page 1573.

3.       Assignment of Leases and Rents dated July 29, 1988 executed and
         delivered by 711 Third Associates to The Comptroller of the State of
         New York as Trustee of the New York State Common Retirement Fund
         recorded on August 9, 1998 in the Office of the Clerk of the County of
         New York, State of New York in Reel 1444, page 1673.


                                       9



                                   SCHEDULE I

                           Seller's Wire Instructions

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

                           Mellon Bank N.A.
                           Pittsburgh, Pennsylvania

         For Credit To:    Mellon Mortgage Company
         Account No.:      022-5963
         ABA No.:          043000261
         Loan No.:         90-090-4352


                                      10



                                                           Exhibit 2.2


                      SL GREEN OPERATING PARTNERSHIP, L.P.

                               70 West 36th Street

                            New York, New York 10018

                                 April 22, 1998

The Swig Investment Company
220 Montgomery Street - 20th floor

San Francisco, CA 94104
Att: Jeanne R. Myerson, President

The Weiler-Arnow Investment Company
1114 Avenue of the Americas - Suite 3400

New York, New York 10036
Att: Alan Weiler

                  Re:      711 Third Avenue, New York, New York

Dear Jeanne and Alan:

     Set forth herein are the terms and conditions of an agreement among The
Swig Investment Company ("Swig"), TheWeiler-Arnow Investment Company ("WAIC")
and SL Green Operating Partnership, L.P. ("Green") with respect to a proposed
transaction involving 711 Third Avenue, New York, New York (the "Property").

     The terms of the transaction are as follows:

     1. (a) At the Closing (as hereinafter defined), the entity that owns the
fee estate in the Property (the "Fee Owner") shall liquidate and distribute to
each of Swig and WAIC or its affiliate a 50% undivided interest in the fee
estate. Immediately thereafter, Green or any affiliate of Green (such affiliate,
"SLG") will purchase the Swig's 50% undivided interest in the fee estate for
$19,000,000 in cash and the equivalent of $1,000,000 in limited partnership
interests in Green (the "OP Units"). Such equivalent shall be determined on the
basis of the average closing price of a common share of the REIT (as hereinafter
defined) on the New York Stock Exchange on the 20 trading days immediately prior
the Closing. Swig and WAIC shall each remain liable for 50% of any obligations
of the Fee Owner arising prior to the Closing which are neither directly related
to the operation of the Property nor otherwise obligations of the Leasehold
Owner.

     (b) At the Closing, SLG and WAIC shall enter into a co-tenancy agreement
(the "Co-Tenancy Agreement") which will provide that all decisions will require
the consent of both co-tenants, except that, to avoid any real or potential
conflict of interest, at any time that the tenant under the Ground Lease (as
hereinafter defined) or the subtenant under the Sublease (as hereinafter
defined) is directly or indirectly "affiliated" (which term shall be defined in
the Co-Tenancy Agreement in a manner acceptable to WAIC) with the SLG co-tenant,
the WAIC co-tenant shall have the exclusive right, without the consent of the
SLG co-tenant, on behalf of the fee ownership, to administer the fee interest
vis-a-vis the Ground Lease and to take all actions, make all determinations,
exercise (or refrain from exercising) all rights and remedies and grant or
withhold all consents and approvals with respect to the Ground Lease, including,
without limitation, the right to (x) designate the arbitrator and exercise all
other rights of the fee ownership in any rent arbitration under the ground lease
(the "Ground Lease") dated July 29, 1988 between the Fee Owner and the owner of
the leasehold estate in the Property (the "Leasehold Owner"), (y) declare a
default under the Ground Lease and (z) make all decisions and exercise all


                                       1



rights of consent concerning any subtenants of any tier, mortgages affecting the
leaseholds created by the Ground Lease and/or the Sublease or any other
sublease, requests for nondisturbance agreements, alterations, etc. This right
of WAIC described in the preceding sentence shall be set forth in both the
Co-Tenancy Agreement and the amendment of the Ground Lease described below (and
a memorandum thereof to be recorded) and all such documents shall contain an
irrevocable power of attorney from the SLG co-tenant to the WAIC co-tenant in
furtherance thereof. Each co-tenant shall have a right of first offer with
respect to the sale of the other co-tenant's interest in the fee ownership. The
Co-Tenancy Agreement shall prohibit either co-tenant from seeking partition of
the fee estate. The Co-Tenancy Agreement shall not be deemed to create any
partnership or joint venture relationship or any fiduciary obligations. All
references in this Paragraph 1(b) to "SLG co-tenant" and "WAIC co-tenant" shall
be deemed to include their respective successors and assigns (whether affiliated
or unaffiliated).

     (c) ______ Each OP Unit referred to in this Agreement will be convertible
into one share of SL Green Realty Corp. (the "REIT"). No fractional OP Units
shall be issued, and therefore any fractional OP Unit shall be rounded up or
down. The OP Units shall have the same rights, privileges and other benefits as
other limited partnership interests in Green in existence as of the date hereof,
and are described in Form S-11 dated April 11, 1998. If Swig converts any OP
Units into stock in the REIT, Green shall at its expense cause such stock to be
registered the next time (after such conversion) that the REIT registers any
stock in the REIT. If said stock has not been registered within 90 days of such
conversion, Swig shall have the right to require Green to purchase said stock
for its equivalent value in cash.

     2. _______ At the Closing, the Ground Lease shall remain unmodified except
that (a) the Net Annual Rent (as defined therein) from the Closing until July
28, 2011 shall be $2,700,000 [to be revised if the closing occurs after July 1,
1998 to give the fee owners the equivalent of $2,700,000 per annum from July 1,
1998 to July 28, 2011], (b) the Net Annual Rent for the period from July 29,
2011 through July 28, 2021, shall be $3,100,000 (rather than $2,700,000) or
7.75% of the Fair Market Value of the Land (as such terms are defined in the
Ground Lease), whichever is greater, (c) all payment of Net Annual Rent shall be
made 50% directly to the WAIC co-tenant and 50% directly to the SLG co-tenant,
and (d) as described in Section 1(b) above. Notwithstanding anything to the
contrary contained elsewhere in this Agreement, except as expressly provided in
this Paragraph 2, WAIC shall not be required to agree to any modification of the
Ground Lease.


                                       2



     3. _______ (a) ______ Simultaneously herewith, Green has entered into a
contract of sale (the "Fund Contract") with the Comptroller of the State of New
York as Trustee for the New York State Common Retirement Fund (the "Fund"), to
purchase the existing mortgage loan encumbering the leasehold interest in the
Property (the "Mortgage Loan"). Green acknowledges that the Fund has commenced
an action to foreclose the Mortgage Loan (the "Foreclosure Action") and has had
a receiver appointed for the Property in connection therewith (the "Receiver").
The closing of the transactions contemplated hereby (the "Closing") will occur
simultaneously with the closing of the transactions under the Fund Contract.

     (b) At the Closing, WAIC shall pay to SLG $1,050,000.00 as a lease
restructuring fee.

     (c) ______ The Leasehold Owner shall continue to have the right to take
such steps with regard to the Mortgage Loan as it deems appropriate to protect
its interests in the Property, provided, however, that neither Swig nor WAIC
shall take any action on behalf of the Leasehold Owner that would impair its
ability to close the transactions contemplated hereby without the prior consent
of Green unless Swig or WAIC, as applicable, in good faith believes that such
action is necessary to prevent a loss of the Leasehold Owner's interest in the
Ground Lease or a material diminution in the value thereof. If a bankruptcy
petition is filed by or against (other than by SLG or Green) the Leasehold
Owner, Green may terminate this Agreement.

     (d) ______ As among SIC, WAIC and Green, upon Closing, Green shall be
entitled to any and all monies held by the Fund and/or its advisor and/or the
Receiver in connection with the Property.

     4. _______ At the Closing, Green and the Leasehold Owner shall modify the
Mortgage Loan as follows: (a) the Mortgage Loan shall be restructured as a
$45,000,000 loan maturing 15 years from the Closing, (b) the Mortgage Loan shall
be interest only with an interest rate of 7.75% per annum (360 day year), (c)
the Mortgage Loan shall be non-recourse to the Leasehold Owner (with no recourse
to Swig or WAIC, other than to the extent of their respective interests in the
Leasehold Owner), (d) the holder of the Mortgage Loan shall have no ability to
reduce same (other than upon payment by the Leasehold Owner) without the consent
of the Leasehold Owner, (e) the monetary grace period shall be 30 days after
notice and the nonmonetary grace period shall be 30 days after notice or such
longer period of time as is reasonably necessary to cure the default (including
any period of time reasonably necessary to obtain performance by any subtenant
of its obligations in respect of such default), (f) the Mortgage Loan shall be
modified to incorporate any lock box arrangements reasonably required by the
holder thereof with respect to the rent payable by the tenant under the
Sublease, and (g) the Foreclosure Action shall be discontinued, with prejudice.
The holder of the Mortgage Loan shall have the right to pledge the same without
the consent of the Leasehold Owner. Swig and WAIC shall cause the Leasehold
Owner to cooperate with SLG, at no cost or expense to the Leasehold Owner, Swig,
or WAIC, in discharging the Receiver as soon as possible after the Closing.


                                       3



     5. _______ At the Closing, the Leasehold Owner will enter into a sublease
with SLG (the "Sublease"). The Sublease will be on the same terms as the Ground
Lease except that (a) the term shall be twenty-five years from the Closing, (b)
the fixed rent per annum will be equal to $6,247,937.50 for the period from the
Closing until July 28, 2011, and $6,647,937.50 plus the amount, if any, by which
the Fixed Annual Rent under the Ground Lease exceeds $3,100,000, for the period
from July 29, 2011 until the end of the term of the Sublease, (c) the subtenant
shall have the right, on behalf of the Leasehold Owner, to exercise the
Leasehold Owner's rights with respect to the determination of the Fixed Annual
Rent payable under the Ground Lease for the ten year period beginning July 29,
2011, (d) the subtenant shall have the unlimited right to obtain institutional
financing with respect to its interest in the Sublease, (e) the subtenant will
assume liability for all obligations relating to the operation, leasing,
management and ownership of the Property, including obligations in respect of
periods preceding the Closing and/or the receivership, and shall indemnify the
Leasehold Owner (and its predecessors in interests) therefor, (provided that the
foregoing assumption and indemnity as to "ownership" of the Property are not
intended to apply to an obligation of a present or past owner of the Property
where such obligation is not related to the Property), (f) the Sublease shall
contain an option on the part of the subtenant to purchase the interest of the
Leasehold Owner in the Ground Lease during the one year period beginning on the
twelfth anniversary of the Closing by taking title subject to the Mortgage Loan
or any substitute or replacement therefor which does not exceed $45,000,000 and
causing Green to deliver to the Leasehold Owner the equivalent of $1,000,000 in
OP Units (determined as of the date of the Closing in the manner provided in
Section 1(a) above, and adjusted for dilution and certain other extraordinary
events which affect the number and/or value of OP Units or shares of the REIT
(or the respective successors of Green or the REIT) outstanding, after the date
of Closing), if the subtenant is Green or an affiliate thereof (in which event
the transaction will be structured as a contribution pursuant to Section 721 of
the Internal Revenue Code), or such other amounts as shall be agreed to between
Green and the Leasehold Owner based upon the then value of such OP Units if the
subtenant is not Green or an affiliate thereof, or, in either event, if at the
time of such purchase there is no market or published price for REIT (or such
successors') shares, then the purchase price will be based on the last published
price for such shares, as increased by a rate equal to 5.5% per annum, (g) the
subtenant shall have a right of first offer with respect to the sale of the
interest of the Leasehold Owner in the Ground Lease or the sale by Swig and/or
WAIC of their interests in the Leasehold Owner (other than sales or transfers to
members or their affiliates), (h) the Property will be subleased "as is" to the
subtenant and the covenant of quiet enjoyment will be subject to the rights of
the holder of the Leasehold Mortgage, (i) if the Leasehold Mortgage is
foreclosed (whether or not the holder of the Leasehold Mortgage is then
affiliated with Green or the tenant under the Sublease) following a default by
the tenant under the Sublease, Green shall pay, as liquidated damages to each of
WAIC and Swig an amount equal to $185,000 multiplied by the then number of years
(including partial years) remaining until the 12th anniversary of the Closing
and (j) so long as the Ground Lease is in effect, the consent of the Leasehold
Owner to alterations by or on behalf of the tenant under the Sublease shall not
be required provided that (1) the alterations will not reduce the value of the
Property or the size of the improvements or result in the construction of a new
building and (2) any consent by the fee owners to such alterations required
pursuant to the terms of the Ground Lease has been obtained (provided that if
for any reason the Ground Lease is terminated and the Sublease becomes a direct
lease between the fee owners and the subtenant, the fee owners shall have the
same consent rights as to alterations as are provided for in the Ground Lease).
The Subtenant under the Sublease and the fee owners will enter into a
nondisturbance and attornment agreement in a form acceptable to WAIC. It is the
intention of the parties that the income taxes incurred by WAIC and Swig upon
the exercise of the option set forth in Section 5(f) above shall not exceed the
income taxes that would be payable by WAIC and Swig if the Leasehold Owner sold
its interest in the Ground Lease on the date hereof, assuming that the interest
in the Ground Lease were the only asset of WAIC and Swig and assuming no change
in any tax laws or rates, and the parties shall not take any action inconsistent
with such intent.

     6. _______ Green will be responsible for any transfer taxes payable in
connection with the Closing, and shall pay for any title insurance it elects to
obtain. There shall be no prorations of any items of income or expense of the
Property.

     7. _______ This letter agreement amends and restates in its entirety that
certain letter dated December 8, 1997 from Green to Swig, agreed to by Swig, and
that certain letter dated March 6, 1998 from Green to Swig, agreed to by Swig.

     8. _______ During the term of this Agreement, Swig and WAIC shall provide,
to the extent in their possession, copies of such agreements and other
information relating to the Property, the Fee Owner and the Leasehold Owner as
Green shall reasonably request, including without limitation, partnership
agreements, tax returns, loan documents, title policies, surveys, leases,
service contracts, brokerage agreements, etc. Green shall keep the contents of
all such documents confidential in accordance with the provisions of the
agreement between Green and Swig dated October 29, 1997. Green shall also have
such access to the Property as may be made available to Green by the Receiver.
Green hereby agrees to indemnify and hold harmless the fee owners and the
Leasehold Owner and their direct and indirect partners and principals from and
against any and all losses and/or damages that either may incur by reason of any
such access by Green. During the term of this Agreement, (a) Swig and WAIC shall
not cause the Leasehold Owner to enter into or consent to the entering into of
any contract or lease relating to the Property without the prior written consent
of Green, which consent may be withheld by Green in its sole discretion (it
being understood that the Leasehold Owner may not have the right to consent to
all contracts and/or leases entered into by the Receiver), (b) Swig and WAIC
shall not admit additional beneficial owners into the Fee Owner or the Leasehold
Owner or modify any of the organizational documents of such entities in a manner
which would impair their obligations hereunder (but WAIC and/or Swig may convey
all or a portion of its interest in the Fee Owner and/or Leasehold Owner to an
affiliate and the Leasehold Owner may convert to a limited liability company)
and (c) for so long as the Fund Contract is in full force and effect, Swig and
WAIC shall not take any action in the Foreclosure Action which would have a
material adverse effect on Green without the prior written consent of Green,
except as set forth in Section 3(c)


                                       4



     9. _______ Each party hereby represents to the others that it dealt with no
broker, finder or other agent in connection with the transactions contemplated
herein. Each party shall indemnify the other parties from any liability incurred
as the result of a breach of the above-mentioned representation by the
indemnifying party.

     10. ______ Each party shall pay its own legal fees and related expenses in
connection with the transactions contemplated herein.

     11. ______ It shall be a condition of Green's obligations under this
Agreement that at the Closing (a) title to the Property shall be good,
marketable and insurable, free and clear of all liens, restrictions, easements,
encumbrances, leases and tenancies except for the items set forth in Lawyers
Title Insurance Corporation title commitment number MTM-8289-M dated November
30, 1977, as amended on February 25, 1998, and tenant leases, (b) Swig and WAIC
shall have performed all of their covenants, undertakings and obligations set
forth herein, (c) the closing of the acquisition by SLG of the Mortgage Loan
shall have occurred as set forth in the Fund Contract, (d) the Fee Owner shall
have been converted to a tenancy in common and WAIC and SLG shall have executed
the Co-Tenancy Agreement containing the provisions set forth in Section 1
hereof, (e) the Fee Owner and the Leasehold Owner shall have entered into an
amendment of the Ground Lease containing the provisions set forth in Section 2
hereof (the "Ground Lease Amendment"), (f) the garage portion of the Property
shall be delivered to SLG free of any leases, licenses or rights of occupancy,
(g) the Leasehold Owner and SLG shall have entered into the Sublease upon the
terms set forth in Section 5 hereof, (h) the Leasehold Owner and SLG shall have
modified the Mortgage Loan as set forth in Section 4 hereof, and (i) the
proposed lease with Crain's shall not have been entered into without Green's
consent, which consent may be withheld in Green's sole discretion.

     12. ______ It shall be a condition of WAIC's obligations hereunder that at
the Closing (a) Green and Swig shall have performed all of their covenants,
undertakings and obligations set forth herein, (b) the closing of the
acquisition by SLG of the Mortgage Loan shall have occurred, (c) the Sublease,
the Co-Tenancy Agreement and the Ground Lease Amendment shall have been
executed, (d) the Mortgage Loan shall have been restructured as set forth in
Section 4 hereof and (e) the operating agreement of Leasehold Owner shall have
been amended to provide that WAIC may withdraw as a member thereof at any time.

     13. ______ It shall be a condition of Swig's obligations hereunder that at
the Closing (a) Green and WAIC shall have performed all of their covenants,
undertakings and obligations set forth herein, (b) the closing of the
acquisition by SLG of the Mortgage Loan shall have occurred, (c) the Sublease
and the Ground Lease Amendment shall have been executed, and (d) the Mortgage
Loan shall have been restructured as set forth in Section 4 hereof.

     14. ______ Green shall not extend the closing date under the Fund Contract
beyond August 15, 1998 without the prior written consent of WAIC and Swig.

     15. ______ If the Fund Contract terminates or the Fund gives notice of such
termination or the closing under the Fund Contract has not occurred by August
15, 1998, any party hereto may terminate this Agreement.


                                       5



     16. ______ Green shall promptly deliver to WAIC and Swig copies of all
notices given or received by Green under or relating to the Fund Contract.

     17. ______ If WAIC defaults under or breaches this Agreement, Green's sole
and exclusive remedy shall be at Green's election (i) specific performance or
(ii) to terminate this Agreement and seek damages; provided, however, that,
notwithstanding anything to the contrary contained in this Agreement: (x)
neither Green nor Swig shall have any recourse to any assets of WAIC other than
the interest of WAIC in the Leasehold Owner and (y) in no event whatsoever shall
any direct or indirect officer, employee, representative, agent, principal or
partner (whether disclosed or undisclosed) of WAIC have any liability for the
obligations of WAIC under this Agreement or arising from any breach hereof.

     18. ______ If Swig defaults under or breaches this Agreement, Green's sole
and exclusive remedy shall be at Green's election (i) specific performance or
(ii) to terminate this Agreement and seek damages; provided, however, that,
notwithstanding anything to the contrary contained in this Agreement: (x)
neither Green nor WAIC shall have any recourse to any assets of Swig other than
the interest of Swig in the Leasehold Owner and (y) in no event whatsoever shall
any direct or indirect officer, employee, representative, agent, principal or
partner (whether disclosed or undisclosed) of Swig have any liability for the
obligations of Swig under this Agreement or arising from any breach hereof.

     19. ______ WAIC and Swig shall, at SLG's request, cause the Leasehold Owner
to cooperate with SLG in connection with terminating any union agreements and/or
the employees thereunder; provided, however, that SLG shall pay any and all
amounts due in connection therewith and shall cause the REIT to indemnify,
defend and hold harmless WAIC, Swig and the Leasehold Owner (and their
respective direct and indirect principals and partners) from and against any and
all liability, claims, damages, costs and expenses (including attorney's fees)
incurred by any of WAIC, Swig and/or the Leasehold Owner (and their respective
direct and indirect principals and partners) in connection therewith.


                                       6



     Please indicate your agreement to the foregoing by signing this letter in
the location indicated below. This letter agreement shall become effective upon
the exchange of telecopy counterparts.

                                   SL GREEN OPERATING PARTNERSHIP, L.P.

                                   By:SL Green Realty Corp., general partner

                                   By:   /s/ Stephen L. Green
                                       --------------------------------
                                   Stephen L. Green, Chief Executive Officer

Accepted and Agreed To:

THE SWIG INVESTMENT COMPANY

By:  /s/ Jeanne R. Myerson
   -----------------------------------------
   Jeanne R. Myerson,
   President

THE WEILER-ARNOW INVESTMENT COMPANY

By: /s/ Alan G. Weiler
   -----------------------------------------
   Alan G. Weiler
   Associate General Manager



                                                           Exhibit 2.3


154 Contract of sale for New York office,
commercial and multi-family residential premises.

                                            Distributed by Julius Blumberg, Inc.
                                                                       NYC 10013

Prepared by the Real Property Committee of the Association of the Bar of the
City of New York.

   NOTE: This form is intended to cover matters common to most transactions.
 Provisions should be added, altered or deleted to suit the circumstances of a
                            particular transaction.

  Contract of Sale -- Office, Commercial and Multi-Family Residential Premises
- --------------------------------------------------------------------------------

                               Table of Contents

Section  1.  Sale of premises and acceptable title

Section  2.  Purchase price, acceptable funds, existing mortgages, purchase
               money mortgage, escrow of downpayment and foreign persons

Section  3.  The closing

Section  4.  Representations and warranties of seller

Section  5.  Acknowledgements of purchaser

Section  6.  Seller's obligations as to leases

Section  7.  Responsibility for violations

Section  8.  Destruction, damage or condemnation

Section  9.  Covenants of seller

Section 10.  Seller's closing obligations

Section 11.  Purchaser's closing obligations

Section 12.  Apportionments

Section 13.  Objections to title, failure of seller or purchaser to perform
               and vendee's lien

Section 14.  Broker

Section 15.  Notices

Section 16.  Limitations on survival of representations, warranties,
               covenants and other obligations

Section 17.  Gains tax and miscellaneous provisions

Signatures and receipt by escrowee

Schedule A.  Description of premises (to be attached)

Schedule B.  Permitted exceptions

Schedule C.  Purchase price

Schedule D.  Miscellaneous

Schedule E.  Rent schedule (to be attached)

      CONTRACT dated March 25, 1998 between Ninth Avenue Associates, a New York
      limited partnership, having offices c/o Murray Hill Property Management,
      Inc., 440 Ninth Avenue - Penthouse, New York New York 10001


("Seller") and SL Green Operating Partnership, L.P., a Delaware limited
partnership, having an address c/o SL Green Realty Corp., 70 West 36th Street,
New York, New York 10018


("Purchaser").

      Seller and Purchaser hereby covenant and agree as follows:

Section 1. Sale of Premises and Acceptable Title

      ss.1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, at the price and upon the terms and conditions set forth in this
contract: (a) the parcel of land more particularly described in Schedule A
attached hereto ("Land") [INSERT 1]; (b) [INSERT 2] all buildings and
improvements situated on the Land (collectively, "Building"); (c) all right,
title and interest of Seller, if any, in and to the land lying in the bed of any
street or highway in front of or adjoining the Land to the center line thereof
and to any unpaid award for any taking by condemnation or any damage to the Land
by reason of a change of grade of any street or highway; (d) the appurtenances
and all the estate and rights of Seller in and to the Land and Building; and (e)
all right, title and interest of Seller, if any, in and to the fixtures, [INSERT
2A] equipment attached or appurtenant to the Building (collectively,
"Premises"). [INSERT 2B] The Premises are located at or known as

            440 Ninth Avenue
            New York, New York

      ss.1.02. Seller shall convey and Purchaser shall accept fee simple title
to the Premises in accordance with the terms of this contract, subject only to:
(a) the matters set forth in Schedule B attached hereto (collectively,
"Permitted Exceptions"); and (b) such other matters as (i) the title insurer
specified in Schedule D attached hereto (or if none is so specified, then any
title insurer licensed to do business by the State of New York) shall be
willing, without special premium, to omit as exceptions to coverage or to except
with insurance against collection out of or enforcement against the Premises.

Section 2. Purchase Price, Acceptable Funds, Existing Mortgages, Purchase Money
           Mortgage and Escrow of Downpayment

      ss.2.01. The purchase price ("Purchase Price") to be paid by Purchaser to
Seller for the Premises as provided in Schedule C attached hereto is
$29,000,000.00

      ss.2.02. All monies payable under this contract, unless otherwise
specified in this contract, shall be paid by (a) certified checks of Purchaser
or any person making a purchase money loan to Purchaser drawn on any bank,
savings bank, trust company or savings and loan association having a banking
office in the State of New York [INSERT 3] official bank checks drawn by any
such banking institution, payable to the order of Seller [INSERT 4] except that
uncertified checks of Purchaser payable to the order of Seller up to the amount
of one-half of one percent of the Purchase Price shall be acceptable for sums
payable to Seller at the Closing.


      ss.2.05. (a) The sum paid under paragraph (a) of Schedule C [INSERT 5]
other sums paid on account of the Purchase Price prior to the Closing
(collectively, "Downpayment") [INSERT 6] paid by check or checks drawn to the
order of and delivered to [INSERT 7] ("Escrowee"). The Escrowee shall hold the
proceeds thereof in escrow in a special bank account (or as otherwise agreed in
writing by Seller, Purchaser and Escrowee) until the Closing or sooner
termination of this contract and shall pay over or apply such proceeds in
accordance with the terms of this section. Escrowee [INSERT 8] hold such
proceeds in an interest-bearing account. Any interest earned thereon shall be
paid to the same party entitled to the escrowed proceeds, and the party
receiving such interest shall pay any income taxes thereon. The tax
identification numbers of the parties are either set forth in Schedule D or
shall be furnished to Escrowee upon request. At the Closing, such proceeds and
the interest thereon, if any, shall be paid by Escrowee to Seller [INSERT 9]. If
for any reason the Closing does not occur and either party makes a written
demand upon Escrowee for payment of such amount, Escrowee shall give written
notice to the other party of such demand. If Escrowee does not receive a written
objection from the other party to the proposed payment within 10 business days
after the giving of such notice, Escrowee is hereby authorized to make such
payment. If Escrowee does receive such written objection within such 10 day
period or if for any other reason Escrowee in good faith shall elect not to make
such payment, Escrowee shall continue to hold such amount until otherwise
directed by written instructions from the parties to this contract or a final
judgment of a court. However, Escrowee shall have the right at any time to
deposit the escrowed proceeds and interest thereon, if any, with the clerk of
the Supreme Court of the county in which the Land is located. Escrowee shall
give written notice of such deposit to Seller and Purchaser. Upon such deposit
Escrowee shall be relieved and discharged of all further obligations and
responsibilities hereunder.


            (b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience, that Escrowee shall not
be deemed to be the agent of either of the parties, and that Escrowee shall not
be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this contract or
involving gross negligence. Seller and Purchaser shall jointly and severally
indemnify and hold Escrowee harmless from and against all costs, claims and
expenses, including reasonable attorneys' fees, incurred in connection with the
performance of Escrowee's duties hereunder, except with respect to actions or
omissions taken or suffered by Escrowee in bad faith, in willful disregard of
this contract or involving gross negligence on the part of Escrowee.

[INSERT 10]

            (c) Escrowee has acknowledged agreement to these provisions by
signing in the place indicated on the signature page of this contract.

Section 3.  The Closing

      ss.3.01. Except as otherwise provided in this contract, the closing of
title pursuant to this contract ("Closing") shall take place on the scheduled
date and time of closing specified in Schedule D (the actual date of the Closing
being herein referred to as "Closing Date") at the place specified in Schedule
D.

Section 4.  Representations and Warranties of Seller

      Seller represents and warrants to Purchaser as follows:

      ss.4.01. Unless otherwise provided in this contract, Seller is the sole
owner of the Premises.

      ss.4.02.

      ss.4.03.

If any Lease which have been exhibited to and initialed by Purchaser or its
representative contain provisions that are inconsistent with the foregoing
representations and warranties, such representations and warranties shall be
deemed modified to the extent necessary to eliminate such inconsistency and to
conform such representations and warranties to the provisions of the Leases.

      ss.4.04.

      ss.4.05.

      ss.4.06. [INSERT 11] lists all insurance policies presently affording
coverage with respect to the Premises, and the information contained therein is
accurate as of the date set forth therein or, if no date is set forth therein,
as of the date hereof.

      ss.4.07 [INSERT 12] list all employees presently employed at the Premises,
and the information contained therein is accurate as of the date set forth
therein or, if no date is set forth therein, as of the date hereof, and, except
as otherwise set forth in such schedule, [INSERT 13] covered by a union contract
and there are no retroactive increases or other accrued and unpaid sums owed to
any employee.

      ss.4.08.

      ss.4.09. The copy of a certificate of occupancy for the Premises exhibited
to and initialed by Purchaser or its representative, is a true copy of the
original and such certificate has not been amended, but Seller makes no
representation as to compliance with any such certificates [INSERT 13A].

      ss.4.10. The assessed valuation and real estate taxes set forth in
Schedule D, if any, are the assessed valuation of the Premises and the taxes
paid or payable with respect thereto for the fiscal year indicated in such
schedule. Except as otherwise set forth in Schedule D, there are no tax
abatements or exemptions affecting the Premises.

      ss.4.11. [INSERT 14]

      ss.4.12. Seller has no actual knowledge that any incinerator, boiler or
other burning equipment on the Premises is being operated in violation of
applicable law. [INSERT 15] copies of a certificate or certificates of operation
therefor have been exhibited to and initialed by Purchaser or its
representative, such copies are true copies of the originals.

      ss.4.13. Except as otherwise set forth in Schedule D, Seller has no actual
knowledge of an assessment payable in annual installments, or any part thereof,
which has become a lien on the Premises.


Section 5.  Acknowledgements of Purchaser

      Purchaser acknowledges that:

      ss.5.01. Purchaser has inspected the Premises, is fully familiar with the
physical condition and state of repair thereof, and, subject to the provisions
of ss.7.01, ss.8.01, and ss.9.04, shall accept the Premises "as is" and in their
present condition, subject to reasonable use, wear, tear and natural
deterioration between now and the Closing Date, without any reduction in the
Purchase Price for any change in such condition by reason thereof subsequent to
the date of this contract.

      ss.5.02. In entering into this contract, Purchaser has not been induced by
and has not relied upon any representations, warranties or statements, whether
express or implied, made by Seller or any agent, employee or other
representative of Seller or by any broker or any other person representing or
purporting to represent Seller, which are not expressly set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally. [INSERT 15A]

Section 6.  Seller's Obligations as to Leases

      ss.6.01. Unless otherwise provided in a schedule attached to this
contract, between the date of this contract and the Closing, Seller shall not,
without Purchaser's prior written consent, amend, renew or extend any [INSERT
16] Lease in any respect, unless required by law; (b) grant a written lease to
any tenant occupying space pursuant to a Tenancy [INSERT 17]; or (c) terminate
any [INSERT 16] Lease or Tenancy.

      ss.6.02.

      ss.6.03. If any space is vacant on the Closing Date, Purchaser shall
accept the Premises subject to such vacancy, provided that the vacancy, provided
that the vacancy was not permitted or created by Seller in violation of any
restrictions contained in this contract [INSERT 20]. Seller shall not grant any
concessions or rent abatements for any period following the Closing without
Purchaser's prior written consent. Seller shall not apply all or any part of the
security deposit of any tenant unless such tenant has vacated the Premises.

      ss.6.04. [INSERT 21] Seller does not warrant that any particular Lease or
Tenancy will be in force or effect at the Closing or that the tenants will have
performed their obligations thereunder. The termination of any Lease or Tenancy
prior to the Closing by reason of the tenant's default shall not affect the
obligations of Purchaser under this contract in any manner or entitle Purchaser
to an abatement of or credit against the Purchase Price or give rise to any
other claim on the part of Purchaser.

Section 7.  Responsibility for Violations

      ss.7.01. [INSERT 22] notes or notices of violations of law or governmental
ordinances, orders or requirements which were noted or issued prior to [INSERT
22A] the date of this contract by any governmental department, agency or bureau
having jurisdiction as to conditions affecting the Premises and all liens which
have attached to the Premises prior to the Closing pursuant to the
Administrative Code of the City of New York, if applicable, shall be the sole
responsibility of Purchaser.

      ss.7.02.

      ss.7.03. Regardless of whether a violation has been noted or issued prior
to the date of this contract, Seller's failure to remove or fully comply with
violations shall not be an objection to title.

      ss.7.04. If required, Seller, upon written request by Purchaser, shall
promptly furnish to Purchaser written authorizations to make any necessary
searches for the purposes of determining whether notes or notices of violations
have been noted or issued with respect to the Premises or liens have attached
thereto.

Section 8.  Destruction, Damage or Condemnation

      ss.8.01. The provisions of Section 5-1311 of the General Obligations Law
shall apply to the sale and purchase provided for in this contract. [INSERT 23]

Section 9.  Covenants of Seller

      Seller covenants that between the date of this contract and the Closing:

      ss.9.01.

      ss.9.02. Seller shall not modify or amend any Service Contract or enter
into any new service contract unless the same is terminable without penalty.
[INSERT 23A]

      ss.9.03. Seller shall maintain in full force and effect until the Closing
the insurance policies described in [INSERT 24] or renewals thereof for no more
than one year of those expiring before the Closing.


      ss.9.04. No fixtures, equipment or personal property included in this sale
shall be removed from the Premises unless the same are replaced with similar
items of at least equal quality prior to the Closing.

      ss.9.05. Seller shall not withdraw, settle or otherwise compromise any
protest or reduction proceeding affecting real estate taxes assessed against the
Premises for any fiscal period in which the Closing is to occur or any
subsequent fiscal period without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld. Real estate tax refunds and credits
received after the Closing Date which are attributable to the fiscal tax year
during which the Closing Date occurs shall be apportioned between Seller and
Purchaser, after deducting the expenses of collection thereof, which obligation
shall survive the Closing. [INSERT 24A]

      ss.9.06. Seller shall allow Purchaser or Purchaser's representatives
access to the Premises, the Leases and other documents required to be delivered
under this contract upon reasonable prior notice at reasonable times.

Section 10. Seller's Closing Obligations

      At the Closing, Seller shall deliver the following to Purchaser:

      ss.10.01. A statutory form of bargain and sale deed without covenant
against grantor's acts, containing the covenant required by Section 13 of the
Lien Law, and properly executed in proper form for recording so as to convey the
title required by this contract.

      ss.10.02. All [INSERT 16] Leases initialed by Purchaser and all others in
Seller's possession., [INSERT 25]

      ss.10.03. A schedule of all cash security deposits and a check or credit
to Purchaser in the amount of such security deposits, including any interest
thereon, held by Seller on the Closing Date under the [INSERT 16] Leases or, if
held by an Institutional Lender, an assignment to Purchaser and written
instructions to the holder of such deposits to transfer the same to Purchaser,
and appropriate instruments of transfer or assignment with respect to any lease
securities which are other than cash. [INSERT 26]

      ss.10.04. A schedule updating the [INSERT 27] and setting forth all
arrears in rents and all prepayments of rents [INSERT 28].

      ss.10.05. All Service Contracts initialed by Purchaser and all others in
Seller's possession which are in effect on the Closing Date and which are
assignable by Seller.

      ss.10.06. An assignment to Purchaser, [INSERT 29] of all of the interest
of Seller in those Service Contracts, insurance policies, certificates, permits
and other [INSERT 29A] documents to be delivered to Purchaser at the Closing
which are then in effect and are assignable by Seller.

      ss.10.07.

      ss.10.10. To the extent they are then in Seller's possession [INSERT 30]
and not posted at the Premises, certificates, licenses, permits, authorizations
and approvals issued for or with respect to the Premises by governmental and
quasi-governmental authorities having jurisdiction.

      ss.10.11. Such affidavits as Purchaser's title company shall reasonably
require in order to omit from its title insurance policy all exceptions for
judgments, bankruptcies or other returns against persons or entities whose names
are the same as or similar to Seller's name [INSERT 31].

      ss.10.12. Checks to the order of the appropriate officers in payment of
all applicable real property transfer taxes and copies of any required tax
returns therefor executed by Seller, which checks shall be certified or official
bank checks if required by the taxing authority, unless Seller elects to have
Purchaser pay any of such taxes and credit Purchaser with the amount thereof.

[INSERT 31A]

      ss.10.13. To the extent they are then in Seller's possession, copies of
current painting and payroll records. Seller shall make all other Building and
tenant files and records available to Purchaser for copying, which obligation
shall survive the Closing.

      ss.10.14. An original letter [INSERT 32], executed by Seller or by its
agent, advising the tenants of the sale of the Premises to Purchaser and
directing that rents and other payments thereafter be sent to Purchaser or as
Purchaser may direct.

      ss.10.15.

      ss.10.16. [INSERT 33]

      ss.10.17. Possession of the Premises in the condition required by this
contract, subject to the Leases and Tenancies, and keys therefor.

      ss.10.18. Any other documents required by this contract to be delivered by
Seller.

Section 11. Purchaser's Closing Obligations

      At the Closing, Purchaser shall:

      ss.11.01. Deliver to Seller checks [INSERT 34] in payment of the portion
of the Purchase Price payable at the Closing, as adjusted for apportionments
under Section 12,

      ss.11.02.

      ss.11.03. Deliver to Seller an agreement indemnifying and agreeing to
defend Seller against any claims made by tenants with respect to tenants'
security deposits to the extent paid, credited or assigned to Purchaser under
ss.10.03 [INSERT 35]

      ss.11.04. Cause the deed to be recorded, duly complete all required real
property transfer tax returns and cause all such returns and checks in payment
of such taxes to be delivered to the appropriate officers promptly after the
Closing.

      ss.11.05. Deliver any other documents required by this contract to be
delivered by Purchaser.

Section 12. Apportionments

      ss.12.01. The following apportionments shall be made between the parties
at the Closing as of the close of business on the day prior to the Closing Date:

      (a) prepaid rents and Additional Rents (as defined in ss.12.03);

      (b)

      (c) real estate taxes, water charges, sewer rents and vault charges, if
any, on the basis of the fiscal period for which assessed, except that if there
is a water meter on the Premises, apportionment at the Closing shall be based on
the last available reading, subject to adjustment after the Closing when the
next reading is available;

      (d) wages, vacation pay, pension and welfare benefits and other fringe
benefits of all persons employed at the Premises whose employment was not
terminated at or prior to the Closing;

      (e) value of fuel stored on the Premises, at the price then charged by
Seller's supplier, including any taxes;

      (f) charges under [INSERT 36] Service Contracts or permitted renewals or
replacements thereof;

      (g) permitted administrative charges, if any, on tenants' security
deposits;

      (j) Reletting Expenses under ss.6.02, if any; and

      (k) any other items listed in Schedule D.


      If the Closing shall occur before a new tax rate is fixed, the
apportionment of taxes at the Closing shall be upon the basis of the old tax
rate for the preceding period applied to latest assessed valuation. Promptly
after the new tax rate is fixed, the apportionment of taxes shall be recomputed.
Any discrepancy resulting from such recomputation and any errors or omissions in
computing apportionments at Closing shall be promptly corrected, which
obligations shall survive the Closing.

      ss.12.02. If any tenant is in arrears in the payment of rent on the
Closing Date, rents received from such tenant after the Closing shall be applied
in the following order of priority: (a) first to the month preceding the month
in which the Closing occurred; (b) then to the month in which the Closing
occurred; (c) then to any month or months following the month in which the
Closing occurred; and (d) then to the period prior to the month preceding the
month in which the Closing occurred. If rents or any portion thereof received by
Seller or Purchaser after the Closing are payable to the other party by reason
of this allocation, the appropriate sum, less a proportionate share of any
reasonable attorneys' fees, costs and expenses of collection thereof, shall be
promptly paid to the other party [INSERT 37], which obligation shall survive the
Closing.

      ss.12.03. If any tenants are required to pay percentage rent, escalation
charges for real estate taxes, operating expenses, cost-of-living adjustments
[INSERT 37A] or other charges of similar nature ("Additional Rents") and any
Additional Rents are collected by Purchaser after the Closing which are
attributable in whole or in part to any period prior to the Closing, then
Purchaser shall promptly pay to Seller [INSERT 38] Seller's proportionate share
thereof, less a proportionate share of any reasonable attorneys' fees, costs and
expenses of collection thereof, if and when the tenant paying the same has made
all payments of rent and Additional Rent then due to Purchaser pursuant to the
tenant's Lease, which obligation shall survive the Closing [INSERT 39].

Section 13. Objections to Title, Failure of Seller or Purchaser to Perform and
            Vendee's Lien

      ss.13.01. Purchaser shall promptly order an examination of title and shall
cause a copy of the title report to be forwarded to Seller's attorney upon
receipt. Seller shall be entitled to a reasonable adjournment or adjournments of
the Closing for up to 60 days, to remove any defects in or objections to title
noted in such title report and any other defects or objections which may be
disclosed on or prior to the Closing Date.

      ss.13.02. If Seller shall be unable to convey title to the Premises at the
Closing in accordance with the provisions of this contract or if Purchaser shall
have any other grounds under this contract for refusing to consummate the
purchase provided for herein, Purchaser, nevertheless, may elect to accept such
title as Seller may be able to convey with a credit against the monies payable
at the Closing equal to the reasonably estimated cost to cure the same (up to
the Maximum Expense described below), but without any other credit or liability
on the part of the Seller. If Purchaser shall not so elect, Purchaser may
terminate this contract and the sole liability of Seller shall be to refund the
Downpayment to Purchaser and to reimburse Purchaser for the net amount charged
by Purchaser's title company therefor without issuance of a policy, and the net
cost of updating the existing survey of the Premises. Upon such refund and
reimbursement, this contract shall be null and void and the parties hereto shall
be relieved of all further obligations and liability other than any arising
under Section 14. Seller shall not be required to bring any action or proceeding
or to incur any expense in excess of the Maximum Expense specified in Schedule D
to cure any title defect or to enable Seller otherwise to comply with the
provisions of this contract, but the foregoing shall not permit Seller to refuse
to pay off at the Closing [INSERT 39A].

      ss.13.03. Any unpaid taxes, assessments, water charges and sewer rents,
together with the interest and penalties thereon to a date not less than two
days following the Closing Date, and any other liens and encumbrances which
Seller is obligated to pay and discharge or which are against corporations,
estates or other persons in the chain of title, together with the cost of
recording or filing any instruments necessary to discharge such liens and
encumbrances of record, may be paid out of the proceeds of the monies payable at
the Closing if Seller delivers to Purchaser on the Closing Date official bills
for such taxes, assessments, water charges, sewer rents, interest and penalties
and instruments in recordable form sufficient to discharge any other liens and
encumbrances of record. Upon request made a reasonable time before the Closing,
Purchaser shall provide at the Closing separate checks for the foregoing payable
to the order of the holder of any such lien, charge or encumbrance and otherwise
complying with ss.2.02. If Purchaser's title insurance company is willing to
insure [INSERT 40] such charges, liens and encumbrances then, Seller shall have
the right in lieu of payment and discharge to deposit with the title insurance
company such funds or assurances or to pay such special or additional premiums
as the title insurance company may require in order to so insure. In such case
the charges, liens and encumbrances with respect to which the title insurance
company has agreed so to insure shall not be considered objections to title.

      ss.13.04. If Purchaser shall default in the performance of its obligation
under this contract to purchase the Premises, the sole remedy of Seller shall be
to retain the Downpayment as liquidated damages for all loss, damage and expense
suffered by Seller, including without limitation the loss of its bargain [INSERT
40A].

      ss.13.05. Purchaser shall have a vendee's lien against the Premises for
the amount of the Downpayment, but such lien shall not continue after default by
Purchaser under this contract.

Section 14. Broker

      ss.14.01. If a broker is specified in Schedule D, Seller and Purchaser
mutually represent and warrant that such broker is the only broker with whom
they have dealt in connection with this contract and that neither Seller nor
Purchaser knows of any other broker who has claimed or may have the right to
claim a commission in connection with this transaction, unless otherwise
indicated in Schedule D. The commission of such broker shall be paid pursuant to
separate agreement by the party specified in Schedule D. If no broker is
specified in Schedule D, the parties acknowledge that this contract was brought
about by direct negotiation between Seller and Purchaser and that neither Seller
nor Purchaser knows of any broker entitled to a commission in connection with
this transaction. Unless otherwise provided in Schedule D, Seller and Purchaser
shall indemnify and defend each other against any costs, claims or expenses,
including attorneys' fees, arising out of the breach on their respective parts
of any representations, warranties or agreements contained in this paragraph.
The representations and obligations under this paragraph shall survive the
Closing or, if the Closing does not occur, the termination of this contract.

Section 15. Notices

      ss.15.01.

Section 16. Limitations on Survival of Representations, Warranties, Covenants
            and other Obligations

      ss.16.01.

      ss.16.02. The delivery of the deed by Seller, and the acceptance thereof
by Purchaser, shall be deemed the full performance and discharge of every
obligation on the part of Seller to be performed hereunder, except those
obligations of Seller which are expressly stated in this contract to survive the
Closing.


Section 17. Miscellaneous Provisions

      ss.17.01. [INSERT # ILLEGIBLE] No assignment of Purchaser's rights under
this contract shall be effective against Seller unless and until an executed
counterpart of the instrument of assignment shall have been delivered to Seller
and Seller shall have been furnished with the name and address of the assignee.
The term "Purchaser" shall be deemed to include the assignee under any such
effective assignment.

      ss.17.02. This contract embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein, and all
prior agreements, understandings, representations and statements, oral or
written, are merged into this contract [INSERT # ILLEGIBLE]. Neither this
contract nor any provision hereof may be waived, modified, amended, discharged
or terminated except by an instrument signed by the party against whom the
enforcement of such waiver, modification, amendment, discharge or termination is
sought, and then only to the extent set forth in such instrument.

      ss.17.03. This contract shall be governed by, and construed in accordance
with, the law of the State of New York.

      ss.17.04. The captions in this contract are inserted for convenience of
reference only and in no way define, describe or limit the scope or intent of
this contract or any of the provisions hereof.

      ss.17.05. This contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs or successors and
permitted assigns.

      ss.17.06. This contract shall not be binding or effective until properly
executed and delivered by Seller and Purchaser.

      ss.17.07. As used in this contract, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall
include the singular, as the context may require.

      ss.17.08. If the provisions of any schedule or rider to this contract are
inconsistent with the provisions of this contract, the provisions of such
schedule or rider shall prevail. Set forth in Schedule D is a list of any and
all schedules and riders which are attached hereto but which are not listed in
the Table of Contents.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the
      date first above written.

                                    NINTH AVENUE ASSOCIATES
                         Seller:    By: MURRAY HILL PROPERTIES XI,
                                        General Partner

                                        by: MURRAY HILL PROPERTIES,
                                            General Partner

                                            by: /s/ Norman Sturner
                                                ------------------------------
                                                Norman Sturner,
                                                General Partner

                         Purchaser: SL GREEN OPERATING PARTNERSHIP, L.P.
                                    By: SL GREEN REALTY CORP.,
                                        General Partner


                                        by: /s/ Steven H. Klein
                                            ------------------------------
                                            Steven H. Klein,
                                            Executive Vice-President

Receipt by Escrowee

The undersigned Escrowee hereby acknowledges receipt of $ 1,450,000.00, by check
subject to collection, to be held in escrow pursuant to ss.2.05. [INSERT 41B]

     MANDEL & RESNIK P.C.

     By: /s/ [Illegible]
         --------------------------

                                   Schedule A

                            DESCRIPTION OF PREMISES

         (to be attached separately and to include tax map designation)

                                   Schedule B

                              PERMITTED EXCEPTIONS

      1. Zoning regulations and ordinances which are not violated by the
existing structures or present use thereof and which do not render title
uninsurable.

      2. Consents by the Seller or any former owner of the Premises for the
erection of any structure or structures on, under or above any street or streets
on which the Premises may abut.

      3.

      4. [INSERT 42] Leases and Tenancies specified in the [INSERT 43] and any
new leases or tenancies not prohibited by this contract.

      5. Unpaid installments of assessments not due and payable on or before the
Closing Date.

      6. Financing statements, chattel mortgages and liens on personalty filed
more than 5 years prior to the Closing Date and not renewed, or filed against
property or equipment no longer located on the Premises or owned by Tenants.

      7.    (a) Rights of utility companies to lay, maintain, install and repair
pipes, lines, poles, conduits, cable boxes and related equipment on, over and
under the Premises, provided that none of such rights imposes any monetary
obligation on the owner of the Premises.

            (b) Encroachments of stoops, areas, cellar steps, trim cornices,
lintels, window sills, awnings, canopies, ledges, fences, hedges, coping and
retaining walls projecting from the Premises over any street or highway or over
any adjoining property and encroachments of similar elements projecting from
adjoining property over the Premises [INSERT 44].

            (c) Revocability or lack or right to maintain vaults, coal chutes,
excavations or sub-surface equipment beyond the line of the Premises.

            (d) Any state of facts that an accurate survey would disclose,
provided that such facts do not render title unmarketable. [INSERT 45]


                                   Schedule C

                                 PURCHASE PRICE

                  The Purchase Price shall be paid as follows:

      (a) By check subject to collection 
or by wire transfer, the receipt of
which is hereby acknowledged by Seller:           $ 1,450,000.00

      (b) By check, checks or wire transfer 
delivered to Seller at Closing in
accordance with the provisions of 
Section 2.02:                                     $27,550,000.00


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

Purchase Price                                    $29,000,000.00
                                                  ==============

                                   Schedule D

                                 MISCELLANEOUS

 1. Title insurer designated by the parties (ss.1.02):

 5. Seller's tax identification number (ss.2.05):

 6. Purchaser's tax identification number (ss.2.05):

 7. Scheduled time and date of Closing (ss.3.01): [INSERT 47]

 8. Place of Closing (ss.3.01): [INSERT 48]

 9. Assessed valuation of Premises (ss.4.10): [INSERT 48A]

10. Fiscal year and annual real estate taxes on Premises (ss.4.10):
    $1,135,614.04

11. Tax abatements or exemptions affecting Premises (ss.4.10): None

12. Assessments on Premises (ss.4.13): None

14. Maximum Expense of Seller to cure title defects, etc. (ss.13.02): [INSERT 
    49]

15. Broker, if any (ss.14.01): Talcott Management, Inc.

16. Party to pay broker's commission (ss.14.01): Seller

17.

18.

19. Additional Schedules or Riders (ss.17.08):
    See attached

                                   Schedule E

                                 RENT SCHEDULE

                          (to be attached separately)




                           INSERTS TO CONTRACT OF SALE
                        BETWEEN NINTH AVENUE ASSOCIATES,
                        AS SELLER, AND SL GREEN OPERATING
                         PARTNERSHIP, L.P., AS PURCHASER

1.    , together with all easements, rights of way, privileges, appurtenances
      and other rights, if any, pertaining to the Land or the Building (as
      hereinafter defined)

2.    all of Seller's rights, title and interest in and to

2A.   and

2B.   The personal property to be conveyed by Purchaser to Seller hereunder is
      all personal property owned by Seller, currently existing at the Building
      and used in operation of the Building (excluding the sculpture in the
      Building's lobby) (the "Personal Property").

3.    , or (b) by wire of immediately available federal funds, or (c)

4.    (or as Seller may otherwise direct in writing to Purchaser at least two
      (2) business days prior to the Closing)

5.    and all

6.    shall be

7.    Mandel & Resnik P.C.

8.    shall

9.    (or as Seller may otherwise direct in writing to Escrowee, with a copy to
      Purchaser, prior to the Closing)

10.   The parties acknowledge that Escrowee may be instructed to release and
      disburse certain funds from the Downpayment in accordance with the
      provisions of Section 22(b) hereof. All of Escrowee's rights and
      protections set forth in this Section 2.05 shall apply to the provisions
      of said Section 22(b).

11.   The insurance schedule attached hereto as Schedule "F"

12.   The payroll schedule attached hereto as Schedule "G"

13.   all of such employees are

13A.  except as otherwise expressly set forth in this contract.

14.   To the best of Seller's knowledge, no portion of the Premises is used for
      residential purposes.

15.   The

15A.  ss.5.03 Purchaser may, but shall not be obligated to, assume the
      obligations under any union agreements or other employment agreements for
      employees of Seller employed at the Premises, and further may, but shall
      not be obligated to, offer employment to and hire any or all employees
      covered by any such union agreements or other employment agreements. Upon
      Purchaser's written demand and simultaneous delivery of sufficient funds
      of Purchaser to do so, Seller shall cause to be paid any liquidated
      damages, penalty, additional compensation, accrued vacation and/or
      termination pay sought by a union pursuant to any union or other
      employment agreements, such amounts arising out of or as a consequence of
      Purchaser's failure to adopt and assume the union or employment agreements
      and/or to hire any or all of Seller's employees covered by such
      agreements. Purchaser shall and does hereby agree to indemnify, defend and
      hold Seller free and harmless from and against any and all liability,
      claims,


      actions, damages, judgments, penalties, costs and expenses, including
      reasonable attorneys' fees and disbursements, (i) accruing under or with
      respect to such union or other employment agreements on and after the date
      of the Closing concerning those of Seller's employees hired by Purchaser
      and/or (ii) arising out of a claim that Purchaser has failed to adopt and
      assume any of Seller's union or other employment agreements and/or has
      failed to offer employment to or employ any or all of the employees
      covered by such agreements. The provisions of this Section shall survive
      the Closing.

16.   Existing

17.   (which is defined to mean any tenancy in the Premises not arising out of a
      lease or sublease)

18.   [Intentionally Deleted]

19.   [Intentionally Deleted]

20.   or in any Lease.

21.   Except as otherwise expressly provided in this contract,

22.   Any

22A.  , on, or after

23.   For the sole purposes thereof, "material" shall be damage, destruction or
      condemnation, the estimated cost to repair or restore of which exceeds
      $1,000,000.00, in the aggregate.

23A.  Upon Purchaser's request, Seller shall terminate any existing Service
      Contract at or prior to the Closing provided that Purchaser pays all costs
      and penalties, if any, applicable to or resulting from the termination of
      any such Service Contract. Purchaser hereby agrees to indemnify and hold
      Seller harmless from and against any and all liability, claim, action,
      damage, judgment, penalty, cost and expense, including all reasonable
      attorneys' fees and disbursements, which may result from any such Service
      Contract termination(s). The provisions of this Section shall survive the
      Closing.

24.   in the insurance schedule attached hereto as Schedule "F"

24A.  Seller hereby represents that, with respect to the Premises, it is
      presently prosecuting real estate tax reduction proceedings for tax years
      1996-97 through 1998-99, inclusive. Seller shall be entitled to receive
      and retain any and all tax refunds applicable to any tax year (or portion
      thereof) applicable to any period prior to the date of the Closing and
      Seller shall promptly deliver Purchaser's pro-rata portion of such refund,
      if any, to Purchaser pursuant to Section 9.05 hereof (and if such tax
      refunds are received by Purchaser after the Closing, Purchaser agrees that
      it promptly shall deliver Seller's pro-rata portion of such refund to
      Seller pursuant to Section 9.05 hereof). In the event Seller receives any
      real estate tax refund with respect to tax year 1998-99, the proceeds
      thereof (net of all reasonable attorney, accountant and other professional
      fees and disbursements incurred by Seller in connection with obtaining
      such refund) shall be prorated, if applicable, as of the date of the
      Closing, and Seller promptly shall deliver Purchaser's pro- rata portion
      thereof to Purchaser (and if such tax refund is received by Purchaser
      after the Closing, Purchaser agrees that it promptly shall deliver
      Seller's pro-rata portion thereof to Seller). The provisions of this
      Section 9.05 shall survive the Closing.

25.   and an assignment of the Existing Leases in the form attached hereto as
      Exhibit "A".


                                      - 2 -


26.   and an assignment of said cash security deposits and all other security
      deposits being held by Seller, in the form attached hereto as Exhibit "A".
      To the extent that any of such security deposits are in the form of a
      letter of credit, at the Closing Seller shall deliver to Purchaser all
      instruments (duly executed and acknowledged) which are required to
      transfer such letters of credit to Purchaser as the new beneficiary
      thereunder.

27.   information set forth in Schedule "E" attached hereto

28.   and all other defaults of which Seller is aware.

29.   in the form attached hereto as Exhibit "B"

29A.  contracts and

30.   ("in Seller's possession," for the purposes of this Section 10.10, being
      deemed to include items in the possession of Seller's managing agent or
      any other person or entity controlled by Seller)

31.   and all other exceptions (other than Permitted Exceptions).

31A.  A certification of non-foreign status, in form required by the Code
      Withholding Section, signed under penalty of perjury. Seller acknowledges
      that such certification will be retained by Purchaser and will be made
      available to the Internal Revenue Service upon request.

32.   in the form attached hereto as Exhibit "C",

33.   All consents, approvals, authorizations, resolutions and certificates
      required by Seller's limited partnership agreement and the agreements,
      by-laws and other documents and instruments of Seller's constituent
      partners, in respect of the transactions contemplated in this contract.
      Seller advised its partners of the sale of the Premises contemplated by
      this contract and, based solely on the number of "affirmative" written
      responses received by Seller, has received the requisite number of
      consents from its limited partners in order to enter into this contract
      and to sell the Premises as herein provided; however, such limited partner
      responses do not correctly refer to "Ninth Avenue Associates" as the name
      of Seller, but refer to "Ninth Avenue Limited Partnership". If requested
      by Purchaser's title company at the Closing, Seller and/or the general
      partner of Seller will provide an affidavit to such title company which
      provides (i) that the limited partner responses refer to Seller (although
      misnamed), (ii) that there are no other partnerships relating to the
      Premises, of which Seller is aware, having similar names to Seller, (iii)
      that the limited partnership agreement has not been amended, (iv) that
      Murray Hill Properties XI is the general partner of Seller and (v)
      provides a current list of limited partners of Seller. Copies of all
      written limited partner responses received by Seller have been delivered
      to Purchaser, together with a copy of Seller's limited partnership
      agreement. In connection with such limited partner responses, the amount
      necessary to satisfy the existing mortgage note obligations of Seller is
      not more than $24,000,000.

34.   (to the extent not paid by a wire transfer)

35.   in the form attached hereto as Exhibit "A".

36.   transferred

37.   (or as Seller may otherwise direct in the case of payments due
      Seller)

37A.  electricity or other utilities or services supplied to tenants


                                      - 3 -


38.   (or as Seller may otherwise direct in writing to Purchaser prior to the
      Closing)

39.   To the extent Seller is paid any Additional Rent after the Closing for the
      period on or after the Closing, Seller shall promptly pay same to
      Purchaser. Such obligation of Seller shall survive the Closing.

39A.  mortgage(s) currently of record against the Premises or such other
      mortgages, liens or judgments in specific liquidated amounts filed against
      the Premises after the date hereof, which shall have been created by the
      express actions of Seller (and not of any tenant) after the date hereof.
      Seller shall pay or discharge of record the following judgments filed
      against the Premises: (a) judgment of NYC Department of Finance in the sum
      of $61.84 perfected on July 10, 1992 and docketed on March 31, 1994 and
      (b) judgment of NYC Department of Finance in the sum of $109.35 perfected
      on May 10, 1996 and docketed on July 19, 1996. With respect to all other
      title objections raised by Purchaser, Seller shall not be obligated to
      spend more than $50,000.00, in the aggregate, to cure any of such
      objections.

40.   Purchaser's title free and clear of

40A.  except for those indemnities, if any, which specifically survive the
      Closing.

41.   At the Closing, Purchaser may assign this contract without Seller's
      consent to any affiliate of Purchaser controlled by Purchaser or to a
      third party, provided the assignee assumes in writing all of Purchaser's
      obligations under this contract. No such assignment shall release
      Purchaser from its obligations under this contract.

41A.  , except as to the provisions of paragraphs 6 and 14 of that certain
      letter of intent, dated December 30, 1997 (the "Letter of Intent").

41B.  Purchaser shall deliver to Escrowee the Downpayment in the amount of
      $1,450,000.00 upon the execution of this contract. The Downpayment
      (together with any supplemental Downpayment which may be delivered to
      Escrowee in accordance with Insert #47 to Schedule "D", item no. 7) shall,
      subject to collection, be held in escrow by the Escrowee pursuant to
      Section 2.05 hereof.

42.   Existing

43.   Schedule "E" attached hereto

44.   provided none of the foregoing render title to the Premises uninsurable.

45.   (e) the state of facts shown on the survey of the Premises prepared by
      Donald R. Calabrese Associates, dated June 28, 1958 and last updated on
      May 14, 1987 and any additional facts an accurate survey, or an update
      thereof of the Premises may show, provided that such facts do not render
      title to the Premises uninsurable or unmarketable;

      (f) the Existing Leases;

      (g) Subject to Section 21(d)(i) hereof, all covenants, contracts, liens,
      restrictions, easements, encumbrances, reservations, consents,
      departmental reports and agreements and all other matters affecting the
      Premises of record as of the date hereof (other than the certificate of
      occupancy for the Building) provided either that the same do not prohibit
      the maintenance of the structure currently at the Premises or that the
      title insurance company insuring Purchaser's title


                                      - 4 -


      will insure that such existing structure may remain in its present
      location so long as same may stand;

      (h) Notes or notices of violations of law or municipal ordinances, orders
      or requirements noted in or issued by any governmental department having
      or asserting authority or jurisdiction as to lands, housing, buildings,
      fire, health, labor or any other condition or matter at or affecting the
      Premises, whether or not of record, and any conditions which may give rise
      to a violation;

      (i) Party walls and party wall agreements, if any;

      (j) Variations among the record lines of the Premises and fences,
      driveways and shrubbery and/or between the legal description of the
      Premises herein and the tax map description;

      (k) Printed exceptions and exclusions to title and all other stipulations,
      provisions, requirements, terms and conditions set forth in the title
      report to be issued by Purchaser's title insurance company or otherwise
      contained in any form of policy approved by the New York State Department
      of Insurance; and

      (l) Any other lien, encumbrance, condition or matter of any nature
      whatsoever as to which Purchaser's title insurance company will insure
      against collection out of or enforcement against the Premises subject to
      the provisions of Insert #39A to Section 13.02 hereof and of Section 21(w)
      hereof.

46.   , or by wiring immediately available federal funds,

47.   on a date selected by Purchaser upon not less than five (5) business days'
      notice to Seller, such date to be not earlier than May 1, 1998 nor later
      than June 30, 1998; provided, however, that Purchaser may extend the date
      of the Closing to a date not later than July 31, 1998 if Purchaser, prior
      to June 22, 1998, notifies Seller of such election and, together with such
      written notice, deposits an additional Five Hundred Eighty Thousand
      ($580,000) Dollars, as a supplemental Downpayment, with Escrowee, to be
      held by Escrowee in accordance with the provisions of Section 2.05 hereof.

48.   At Escrowee's office or, if Purchaser or an affiliate thereof is a real
      estate investment trust, at such other office as may be designated by
      Purchaser's underwriter or other source of Purchaser's financing.

48A.  $11,077,000.

49.   $50,000.00, except as otherwise provided in Insert #39A to Section 13.02
      hereof.


                                      - 5 -


                        RIDER ANNEXED TO CONTRACT OF SALE
                        BETWEEN NINTH AVENUE ASSOCIATES,
                        AS SELLER, AND SL GREEN OPERATING
                         PARTNERSHIP, L.P., AS PURCHASER

18.   Conflict.

      In the event of any conflict or inconsistency between the printed
      provisions of this contract (the "Contract") and the provisions contained
      in this Rider, the provisions of this Rider shall govern.

19.   Other Properties; Conditions of Closing.

      (a) Purchaser is also negotiating to purchase the property located at 38
      East 30th Street, New York, New York (the "30th Street Property") from
      30th Street Associates ("30th Associates") and the property located at 116
      Nassau Street, Brooklyn, New York (the "Nassau Street Property") from
      Nassau Street Partners ("Nassau Partners"). The Premises herein, together
      with the 30th Street Property and the Nassau Street Property, are
      hereinafter collectively referred to as the "Properties" and Seller,
      together with 30th Associates and Nassau Partners, are hereinafter
      collectively referred to as the "Sellers". Purchaser's obligation to enter
      into a contract in respect of any one of the Properties shall be
      conditioned upon the Sellers tendering a contract for each of the other
      Properties. The Sellers' obligation to enter into a contract in respect of
      any one of the Properties shall be conditioned upon Purchaser's execution
      of contracts for all of the Properties. In no event shall either party be
      bound to this Contract for the Premises until contracts for the other two
      Properties have been executed and delivered by the other party.

      (b) As a condition precedent to the closing of title under this Contract,
      this Contract must close simultaneously with the closings of title between
      (i) Purchaser and 30th Associates with respect to the 30th Street Property
      and (ii) Purchaser and Nassau Partners with respect to the Nassau Street
      Property. Purchaser acknowledges that if 30th Associates is unable to sell
      the 30th Street Property or Nassau Partners is unable to sell the Nassau
      Street Property (for reasons other than a wilful default by such selling
      partnership) or if Purchaser chooses not to purchase any of the
      Properties, Seller shall not be obligated to sell the Premises to
      Purchaser pursuant to this Contract or otherwise. Purchaser further
      acknowledges that a default or breach by Purchaser of any of its
      obligations or undertakings as set forth in this Contract or in either of
      the contracts relating to the 30th Street Property or the Nassau Street
      Property shall be deemed a default or breach of its obligations and
      undertakings as set forth in all three of said contracts.

20.   Purchase Price and Payment.

      (a) The purchase price (the "Purchase Price") for the Premises shall be
      TWENTY NINE MILLION and No/100 DOLLARS ($29,000,000.00). It is expressly
      acknowledged and agreed that the payment of the Purchase Price and the
      Closing hereunder is not contingent or conditioned upon Purchaser
      obtaining financing from any source.

      (b) The Purchase Price shall be paid by Purchaser to Seller as follows:

            (i)   ONE MILLION FOUR HUNDRED FIFTY THOUSAND and No/100 DOLLARS
                  ($1,450,000.00) (the "Downpayment") upon the execution and
                  delivery of this Contract, by check drawn on or by a bank
                  which is a member of


                  the New York Clearinghouse Association, subject to collection,
                  payable on its face to the order of Escrowee (as defined
                  herein), or by wire transfer at Purchaser's option in
                  accordance with Escrowee's wiring instructions, to be held in
                  escrow pursuant to Section 2.05 hereof. The Downpayment shall
                  be non-refundable to Purchaser unless the sale of the Premises
                  pursuant to this Contract does not close for any reason other
                  than Purchaser's default; and

            (ii)  TWENTY SEVEN MILLION FIVE HUNDRED FIFTY THOUSAND and No/100
                  DOLLARS ($27,550,000.00) at the Closing, plus or minus
                  adjustments or credits as hereinafter provided.

21. Additional Representations and Warranties of Seller.

      (a)   Seller represents and warrants to Purchaser as follows:

      Schedule "E" attached hereto accurately sets forth (a) all agreements in
      force on the date hereof for the use, lease or occupancy of space in or at
      the Building (whether or not the terms hereof have commenced) to which
      Seller, its affiliates or designees are a party or are bound as landlord
      or to which any part of the Building is subject, (b) all subleases in
      force on the date hereof for the use, lease or occupancy of space in or at
      the Building (whether or not the terms thereof have commenced) to which
      any tenant under an Existing Lease is a party or is bound as sublandlord,
      and (c) all other tenancies or subtenancies in the Premises not arising
      out of the agreements or the subleases referred to in clauses (a) and (b)
      above, affecting the Premises on the date hereof (the agreements and
      subleases referred to in said clauses (a) and (b), together with all
      amendments and modifications thereof, and all of the tenancies and
      subtenancies referred to in clause (c) above are collectively referred to
      as the "Existing Leases," and all tenants, subtenants or other occupants
      of space pursuant to an Existing Lease are hereinafter collectively
      referred to as "Existing Tenant(s)". Seller is not a party to any sublease
      for the use, lease or occupancy of space in or at the Building (whether or
      not the term thereof has commenced). The data set forth on said Schedule
      "E" with respect to each Existing Lease includes an accurate statement of
      the name of each Existing Tenant, the space demised, the lease, sublease
      or tenancy expiration date, the security deposits and the base annual rent
      and additional rent currently payable. To the best of Seller's knowledge,
      no person or entity has or claims any right to possess the Premises or any
      part thereof except for the Existing Tenants shown in said Schedule "E".
      True and complete copies of all the Existing Leases and all guaranties and
      other documents, agreements and instruments relating thereto have been
      delivered to Purchaser but, for purposes of this Contract, Purchaser may
      rely on the data set forth in said Schedule "E". Except as otherwise set
      forth in said Schedule "E" or in the Existing Leases, to be best of
      Seller's knowledge:

            (i)   each of the Existing Leases is in effect and has not expired
                  or been terminated; Seller has neither given nor received any
                  notice of default with respect to any Existing Lease that
                  remains uncured; to the best knowledge of Seller, neither
                  Seller, nor any of the other parties thereto are in default of
                  any of their obligations under any of the Existing Leases
                  (other than with respect to a possible improper assignment by
                  Duane Reade, as reflected in correspondence between Seller and
                  such tenant (copies of which have been delivered to
                  Purchaser)); and none of the Existing Leases has been
                  modified, amended or extended;


                                      - 2 -


            (ii)  to the best of Seller's knowledge, all Existing Tenants are in
                  possession of the spaces leased by them;

            (iii) the rents and any Additional Rents reserved under each of the
                  Existing Leases and shown in said Schedule "E" are legal rents
                  and no claim to the contrary has been asserted by any Existing
                  Tenant, and the rents and Additional Rents shown on said
                  Schedule "E" are actually being paid by the Existing Tenants,
                  and there are no arrearages in excess of one (1) month of any
                  base, minimum or fixed rent (as opposed to any Additional
                  Rent);

            (iv)  no Existing Tenant has paid rent for more than one (1) month
                  in advance;

            (v)   no Existing Tenant has claims or is entitled to free rent,
                  rent concessions, rebates or rent abatements;

            (vi)  no Existing Tenant claims or is entitled to any set-offs or
                  offsets against rent;

            (vii) no Existing Tenant occupies any space rent free;

            (viii) no space has been rented furnished;

            (ix)  all work previously required to be performed by the landlord
                  under the Existing Leases or otherwise has been completed and
                  fully paid for;

            (x)   no Existing Tenant is contesting its pro-rata share of taxes,
                  operating expenses or maintenance increases shown in said
                  Schedule "E" or their obligations to pay cost-of-living
                  increases or any other Additional Rent as required by its
                  Existing Lease;

            (xi)  except pursuant to an assignment of leases and rents granted
                  by Seller to its fee mortgagee, Seller has assigned none of
                  its rights under the Existing Leases;

            (xii) no Existing Tenant has an option to renew its lease not
                  provided in its Existing Lease and no other party has any
                  option, right of first refusal or other preferential right to
                  purchase the Premises or any part thereof;

            (xiii) no action or proceeding instituted against Seller by any
                  Existing Tenant, or by any Existing Tenant against Seller, is
                  presently pending in any court or other judicial or
                  administrative venue, nor has Seller received any written
                  notices or demands with respect thereto;

            (xiv) no representation or covenant has been made by Seller to any
                  Existing Tenant except as incorporated in its Existing Lease
                  and all representations made by Seller in the Existing Leases
                  and in all other documents, agreements and instruments
                  relating thereto are true and correct in all material
                  respects;

            (xv)  no Existing Lease allows the space demised thereunder to be
                  leased or otherwise used for any purpose which is prohibited
                  by a restrictive covenant contained in any other Existing
                  Lease;

            (xvi) any consents or notices required to be obtained or given under
                  the terms of any Existing Lease in


                                      - 3 -


                  connection with this transaction have been obtained or given,
                  as the case may be;

            (xvii) there are no security deposits other than those set forth in
                  said Schedule "E"; and

            (xviii) there are no outstanding obligations of Seller with respect
                  to any space previously leased or otherwise occupied by an
                  Existing Tenant at a location other than at the Building.

      (b) Annexed hereto as Schedule "H" and made a part hereof is a list of all
      service, maintenance and supply contracts (collectively, "Service
      Contracts") relating to the Premises and all deposits of Seller held by
      utility companies and other persons and entities who supply goods or
      services in connection with the operation of the Property, and the
      information set forth therein is accurate as of the date hereof. If Seller
      has delivered a notice of termination to the vendor under any Service
      Contract pursuant to Section 9.02 hereof, Seller, at the Closing, shall
      deliver a copy of such notice to Purchaser.

      (c) With respect to any contracts referred to in Schedule "G" (payroll
      schedule) or Schedule "H", if there are any pending negotiations with any
      union or Service Contract holder which may involve retroactive increases
      in pay or rates, Seller agrees to reimburse Purchaser for the amount
      thereof with respect to any period through the date of the Closing, even
      though the increases may be effected after the date of the Closing.

      (d) To the best knowledge of Seller: (i) the use being made of the
      Premises at present is not in conformity with the certificate of occupancy
      issued for the Premises; (ii) all required certificates and permits of
      such type, including, without limitation, underwriters certificates
      relating to electrical work, and all other building, housing, safety, fire
      and health certificates, approvals and permits have been issued, are in
      full force and effect and (except as otherwise indicated thereon) are
      transferable with the Premises or to Purchaser without payment; (iii) the
      Premises and the present use and condition thereof do not violate any deed
      restrictions, zoning or subdivision regulations, or urban redevelopment
      plans applicable to the Premises, as modified by any duly issued
      variances; and (iv) no action or proceeding relating to the foregoing is
      pending or threatened with respect to the Premises.

      (e) To the extent that an assessment that is payable in installments
      becomes a lien on the Premises on or before the Closing, the assessment
      shall be adjusted based upon the period covered thereby or, if no period
      is specified, upon the due date thereof.

      (f) All brokerage commissions payable by reason of the Existing Leases
      and/or renewals, elections not to terminate, extensions of Existing Leases
      or options to lease additional space or otherwise with respect to leasing
      transactions have been fully paid or will be paid when due by Seller,
      except only that (i) any brokerage commissions payable by reason of New
      Leases (as defined in Article 22 hereof) permitted pursuant to Article 22
      hereof, which are made or entered into on or after the date of this
      Contract, shall be apportioned between the parties based upon the rent
      collectible by each party and shall be payable by Purchaser and (ii)
      Seller and Purchaser shall apportion any brokerage commissions payable by
      reason of renewals or extensions of Existing Leases or options to lease
      additional space exercised after the Closing pursuant to the applicable
      Existing Lease provisions based upon the period commencing on the rent
      commencement date of any such renewal or extension and ending on the
      expiration date of any


                                      - 4 -


      such renewal or extension. From and after the date hereof until the
      Closing, Purchaser shall be the sole leasing broker for the Premises
      (except as otherwise provided in Sections 22(b) and 22(d) hereof) and
      shall have the right to charge leasing commissions at standard industry
      rates.

      (g) To the best of Seller's knowledge, all construction reimbursements,
      tenant improvement allowances and similar payments to be made by the
      landlord under the Existing Leases have been paid in full or will be paid
      in full prior to the Closing.

      (h) To the best of Seller's knowledge, the description of the Personal
      Property is accurate as of the date hereof and will be accurate as of the
      date of the Closing, subject to disposal and/or replacement of such
      property in the ordinary course of business.

      (i) There is no litigation pending or, to the best knowledge of Seller,
      threatened against Seller, the Premises or the transactions contemplated
      by this Contract (except as provided in Section 21(a)(i) hereof with
      respect to Duane Reade). To the best of Seller's knowledge, there is no
      proceeding (zoning or otherwise) or governmental investigation pending or
      threatened against or relating to Seller, the Premises or the transactions
      contemplated by this Contract, nor, to the best knowledge of Seller, is
      there any basis for such action.

      (j) Seller has not received written notice of any default or breach by
      Seller under any of the covenants, conditions, restrictions, rights of way
      or easements affecting the Premises or any portion thereof; to the best
      knowledge of Seller, no such default or breach now exists; and, to the
      best knowledge of Seller, no event has occurred and is continuing which
      with notice and/or the passage of time would constitute a default
      thereunder.

      (k) No work has been performed or is in progress at, and no materials have
      been furnished to, the Premises or any portion thereof for which Seller is
      responsible and which, though not at present the subject of, might give
      rise to, mechanic's, materialmen's or other liens against the Premises or
      any portion thereof.

      (l) To the best knowledge of Seller, there are no outstanding requirements
      or recommendations by any insurance company that issued a policy with
      respect to the Premises or any part thereof, or by any Board of Fire
      Underwriters or other body exercising similar functions, requiring or
      recommending any repairs or work to be done on or to the Premises.

      (m) This Contract has been duly and validly authorized, executed and
      delivered by Seller and Seller has full power and authority to consummate
      the transactions contemplated hereby, and the Closing will not constitute
      a breach or violation of any contract or instrument to which Seller is a
      party, or by which it or any of its assets are subject or bound, or any
      judgment, order, writ, injunction or decree issued against or imposed upon
      it, or will result in a violation of any applicable law, order, rule or
      regulation of any governmental authority.

      (n) No person or entity has an option, right of first refusal or other
      preferential right to purchase the Premises or any part thereof.

      (o) No Existing Tenant has executed or delivered to Seller any promissory
      notes or other instruments pursuant to which an Existing Tenant is
      indebted to its landlord, and Seller does not own and is not holding any
      such notes or other instruments.


                                      - 5 -


      (p) True and complete copies of all Service Contracts and any and all
      other instruments, documents and agreements recited in this Contract
      (other than documents to be executed and delivered at the Closing), and
      all amendments to all of the foregoing, have been delivered to Purchaser.

      (q) Seller (i) is a New York limited partnership validly existing in the
      State of New York, (ii) owns the fee interest in the Premises and (iii)
      has good and marketable title to the Personal Property.

      (r) To the best of Seller's knowledge, no fact or condition exists which
      would result in the termination or impairment of access to the Premises or
      the discontinuation of necessary sewer, water, electric, gas, telephone or
      other utilities or services to the Premises.

      (s) To the best of Seller's knowledge, Seller has filed with all of the
      applicable governmental authorities having jurisdiction over the Premises,
      all statements, affidavits, documents and other instruments with respect
      to the Premises and the operation and use thereof that are required to be
      filed by applicable laws, rules, regulations, and ordinances.

      (t) No air rights or development rights appurtenant to the Premises have
      been conveyed, transferred, granted or licensed to any third party.

      (u) To the best of Seller's knowledge, neither Seller, nor to Seller's
      knowledge, any other person has ever caused or permitted any Hazardous
      Substance (hereinafter defined) to be placed, located, spilled or
      otherwise disposed of on under or at the Premises or any part thereof in
      violation of any Environmental Laws (hereinafter defined), excluding
      materials used in the maintenance and operation of the Premises, such as
      cleaning materials (other than with respect to the removal of certain
      containers of chemicals abandoned at the Premises by a former tenant as
      reflected in Hazardous Waste Manifest dated November 10, 1995 of Chemical
      Waste Disposal Corp., copies of all documents with respect thereto having
      been delivered to Purchaser). There is not now pending, nor has Seller
      received any notice of any threatened, investigation, action or proceeding
      against Seller or the Premises seeking to enforce any right or remedy
      under any Environmental Laws. "Hazardous Substance" shall mean any
      material or substance governed or regulated or defined under any local,
      state or Federal law, rule ordinance, code, regulation, order or decree
      regulating, relating to or imposing liability or standards of conduct with
      regard to hazardous, toxic or dangerous waste, substances or materials or
      regulating or governing air or water quality, the environment or
      environmental, health safety or hygiene ("Environmental Laws").

      (v) All of the representations, warranties and agreements set forth in
      Article 4 hereof and elsewhere in this Contract, all Exhibits and
      Schedules annexed hereto, or in any letter or certificate furnished to
      Purchaser pursuant hereto, each of which is incorporated herein by
      reference and made a part hereof, shall be true upon the execution of this
      Contract and shall be deemed repeated on and as of the date of the
      Closing. No such representation or warranty shall omit to state a material
      fact necessary to make the statements contained therein not misleading.
      From time to time between the date of this Contract and the Closing, to
      the extent that any of Seller's representations or warranties set forth in
      this Contract changes or becomes inaccurate, Seller shall so notify
      Purchaser.

      (w) Without limiting any of the rights of Purchaser elsewhere provided for
      in this Contract, it is agreed that the obligation of Purchaser to close
      under this Contract is conditioned upon, and shall be subject to, the
      accuracy,


                                      - 6 -


      truthfulness and completeness of all of Seller's representations and
      warranties in all material respects, and the due compliance by Seller of
      all of its agreements set forth in Article 4 hereof and elsewhere in this
      Contract. If, at the Closing, any of Seller's representations or
      warranties are determined to be inaccurate, untrue or incomplete in any
      material respect, then Purchaser may elect to terminate this Contract by
      notice given to Seller in addition to any other remedy specifically
      provided herein. If this Contract is so terminated, Seller shall promptly
      cause the Downpayment to be refunded to Purchaser, with all interest
      earned thereon, and Seller shall promptly pay the cost of any survey
      obtained. Upon such refund and payment, this Contract shall terminate and
      neither party to this Contract shall have any further rights or
      obligations hereunder other than any arising under Article 14 hereof.
      Notwithstanding anything to the contrary contained in the preceding
      sentence, if on the date scheduled for Closing any of Seller's
      representations or warranties are determined to be inaccurate, untrue or
      incomplete in any material respect, Seller shall have the same sixty (60)
      days (as opposed to an additional sixty (60) days, as provided in Section
      13.01 hereof), to adjourn the Closing to correct the underlying facts of
      the representations or warranties in question. For the purposes of this
      Section, if, at the Closing, any of Seller's representations or warranties
      are inaccurate, untrue or incomplete in any respect, and the resulting
      cost, expense and/or damages that Purchaser may incur, pay or be liable
      for as a result of such inaccuracy, untruthfulness or incompleteness is
      reasonably determinable and quantifiable at the Closing and is, at the
      Closing determined to be, and quantified at, $25,000.00 or less in the
      aggregate, then such inaccuracy, untruthfulness or incompleteness shall be
      deemed not material. If such quantified amount in the aggregate is greater
      than $25,000.00 but less than $50,000.00, and any such inaccurate, untrue
      or incomplete representation or warranty of Seller can be made accurate,
      true or complete with the payment of money on or prior to the Closing,
      Seller shall be obligated to spend such amount in order to correct or
      complete such representa- tation and/or warranty on or prior to the
      Closing. Any amount incurred by Seller in connection with the foregoing
      curative action shall be deducted from and reduce the $50,000.00 Maximum
      Expense of Seller set forth in Schedule "D", item no. 14. Under no
      circumstances shall Seller be obligated to spend more than $50,000.00, in
      the aggregate, to cure any matter(s) set forth in this Contract and/or
      relating to the Premises (except as otherwise specifically provided in
      Insert #39A to Section 13.02 hereof and in Section 22(c) hereof), whether
      before, on or after the date of the Closing.

      In connection with the foregoing, at the Closing, Seller shall deposit
      (from the proceeds of the Purchase Price) the sum of $50,000.00 less any
      amount incurred by Seller in reduction of the $50,000.00 Maximum Expense
      set forth in Schedule "D", item no. 14 (the "Rep/Warranty Reserve"), in
      escrow with Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.C.
      ("GTHLR&Q") in order to secure Seller's obligations to cure or correct, on
      or after the Closing, any inaccurate, untrue or incomplete material
      representation or warranty of Seller (which is specifically provided in
      Article 26 hereof to survive the Closing and for the specific survival
      period therein provided), as expressly set forth above in this Section
      21(w). The Rep/Warranty Reserve shall be held in one or more
      interest-bearing escrow accounts of GTHLR&Q for a period commencing on the
      date of the Closing and expiring on the earlier to occur of (i) six (6)
      months after the date of the Closing or (ii) December 15, 1998 ("Reserve
      Period I"). Proceeds from the Rep/Warranty Reserve shall be released by
      GTHLR&Q and used by Seller, following Seller's and Purchaser's written
      direction to GTHLR&Q, for the foregoing purposes. At the expiration of
      Reserve Period I, GTHLR&Q shall notify Seller and Purchaser in writing of
      GTHLR&Q's intention to


                                      - 7 -


      release the unapplied balance of the Rep/Warranty Reserve to Seller; if
      Purchaser does not object to such release in writing to GTHLR&Q within
      five (5) business days after receipt of such notice from GTHLR&Q, GTHLR&Q
      shall release the proceeds of such Rep/Warranty Reserve (or that portion
      thereof not contested by Purchaser) to Seller. All interest earned on the
      Rep/Warranty Reserve shall be paid to Seller.

      Notwithstanding any provision in this Contract to the contrary, (i) the
      foregoing provisions of this Section 21(w) shall not affect or extend any
      of the survival periods, if any, set forth in Article 26 hereof (and shall
      not create any survival period not set forth in said Article 26) and (ii)
      the Rep/Warranty Reserve shall not be used to cure, satisfy or address any
      matter relating to "Rent Claims" or other matters covered by the "Rent
      Reserve" in accordance with Section 22(c) hereof unless, and to the extent
      that, a Rent Claim relates specifically to an Article 21 representation or
      warranty which relates specifically to the substance of such Rent Claim.
      The provisions of this Section 21(w) shall survive the Closing.

      GTHLR&Q shall be afforded the same protections of Escrowee provided in
      Section 2.05 hereof with respect to the Rep/Warranty Reserve.

22.   Seller's Obligations Under Leases

      (a) Attached hereto as Schedule "M" are the leasing criteria for new
      leases (the "Leasing Criteria"), acceptable to Seller and Purchaser. All
      such leases entered into between the date of this Contract and the Closing
      by Seller, as landlord, are herein referred to as the "New Leases", except
      that Seller's right to enter into New Leases is subject to Section 22(b)
      hereof. Within two (2) business days after Seller enters into a New Lease,
      or immediately prior to the Closing (if the New Lease is entered into
      within two (2) business days prior to the Closing), Seller shall deliver
      to Purchaser an updated Schedule "E" setting forth, with respect to each
      New Lease, all of the information provided for in said Schedule "E". For
      the purposes of the representations, warranties, covenants and conditions
      set forth in this Contract, immediately upon Seller's entering into a New
      Lease, such New Lease shall be deemed an Existing Lease, except that all
      of the representations and warranties that are made as of the date of this
      Contract shall be deemed to have been made as of the date of the New
      Lease. (For the purposes of this Contract, the Existing Leases and all New
      Leases, if any, are herein referred to, collectively, as the "Leases.") In
      addition, from time to time between the date of this Contract and the
      Closing, to the extent that any of the information set forth in the said
      Schedule "E" changes with respect to an Existing Lease or a New Lease, or
      if any of the representations or warranties set forth in this Contract
      with respect to a Lease changes or becomes inaccurate, Seller shall so
      notify Purchaser.

      (b) If Purchaser wishes to enter into a New Lease prior to the Closing, it
      has the authority to enter into such lease as authorized leasing agent of
      Seller provided the Leasing Criteria is satisfied in all material respects
      with respect to such New Lease. Notwithstanding anything to the contrary
      set forth in this Contract, if Seller wishes to enter into a New Lease
      prior to the Closing, Seller shall notify Purchaser of same in writing.
      Within three (3) business days after receipt of Seller's written notice of
      such proposed New Lease (which notice shall set forth the name and address
      of the proposed Tenant, the terms of such New Lease and the New Lease
      Expenses (as hereinafter defined)), Purchaser shall advise Seller in
      writing whether it consents to such New Lease. Purchaser shall have the
      right to reject such New Lease if the Leasing Criteria is not satisfied in
      Purchaser's reasonable judgment.


                                      - 8 -


      If Purchaser rejects a New Lease pursuant to which the Leasing Criteria
      has been satisfied in Seller's reasonable judgment, then, at the Closing,
      Purchaser shall pay to Seller all rental and other income which Seller
      would have been entitled to receive pursuant to such New Lease (from the
      rent commencement date of the New Lease until the date of the Closing) as
      if such New Lease had been executed and delivered by Seller and the
      proposed Tenant.

      Notwithstanding anything to the contrary set forth in this Contract, from
      and after the date hereof, Purchaser shall be solely responsible for, and
      shall be the exclusive leasing agent with respect to, any New Leases
      (other than New Leases with those existing or potential tenants identified
      in subsection (d) of this Section 22 with whom such leases are under
      discussion or negotiation by Seller's agents and representatives) and may,
      without the consent of Seller, enter into any New Leases and brokerage
      commission agreements (which shall expressly provide that such brokers
      shall look only to the landlord with respect to payment of such
      commissions) provided the Leasing Criteria is met in all material
      respects.

      A New Lease, where applicable, may require the landlord to pay outside
      real estate brokerage commissions and the cost of tenant improvements
      ("New Lease Expenses"). All New Lease Expenses shall be funded from the
      three (3) Downpayments, to the extent available, delivered on this date
      (and as may be supplemented at a future date in accordance with Insert #47
      to Schedule "D", item no. 7) to Mandel & Resnik P.C. ("Escrowee") in
      connection with this Contract, the contract with respect to the 30th
      Street Property and the contract with respect to the Nassau Street
      Property (collectively, the "Combined Downpayment"). As funds are required
      to be paid for New Lease Expenses prior to the Closing, such funds shall
      be disbursed from the Combined Downpayment pursuant to specific written
      instructions signed and delivered from both Purchaser and Seller to
      Escrowee, and such parties hereby authorize Escrowee to release and
      disburse any portion of the Combined Downpayment in accordance with such
      instructions.

      At the Closing, all New Lease Expenses shall be assumed by Purchaser and
      any amount disbursed from the Combined Downpayment in connection therewith
      shall be added to the balance of the Purchase Price payable by Purchaser
      at the Closing. If the Closing does not occur due to a default by
      Purchaser, Purchaser shall pay to Seller (not later than ten (10) days
      after the scheduled date of the Closing) the amount of any New Lease
      Expenses disbursed from the Combined Downpayment, and such amount shall be
      deemed to be part of the liquidated damages due to Seller pursuant to
      Article 2 hereof. If the Closing does not occur due to any reason other
      than Purchaser's default hereunder, Seller shall deliver to Escrowee (not
      later than ten (10) days after the scheduled date of the Closing) a sum
      equal to the amount disbursed from the Combined Downpayment on account of
      New Lease Expenses. It is the intention of Purchaser and Seller that, on
      the date of the Closing, the entire Combined Downpayment shall equal
      (exclusive of interest earned) the aggregate amount originally delivered
      (and any amounts subsequently delivered in accordance with Insert #47 to
      Schedule "D", item no. 7) by Purchaser to Escrowee in connection with this
      Contract and the contracts relating to the 30th Street Property and the
      Nassau Street Property.

      (c) Notwithstanding anything to the contrary set forth in this Contract,
      Seller shall be responsible for any and all quantifiable overcharges or
      other quantifiable unperformed or improperly performed obligations of
      Seller, as landlord, with respect to rent, rent rebates, additional rent,
      rent adjustments, rent concessions, offsets or setoffs, escalations,
      services, utilities or other improper charges or unperformed or improperly
      performed obligations to tenants at


                                      - 9 -


      the Premises claimed or asserted by such tenants if such claims or
      assertions (i) after investigation by Purchaser and Seller, are verified
      (and any amounts payable are quantified, and such amounts are determined
      to be payable in accordance with the applicable leases) by both Purchaser
      and Seller, in writing, in their reasonable judgment, (ii) are made by
      such tenants prior to December 15, 1998 and (iii) relate to any period
      prior to the date of the Closing (collectively, "Rent Claims"). In
      connection therewith, Seller shall deposit the sum of $150,000.00 (the
      "Rent Reserve") with GTHLR&Q at the Closing to secure Seller's obligations
      to pay and be responsible for approved Rent Claims which shall have
      resulted or will result in any rent rebates, rent adjustments, rent
      concessions, offsets or setoffs by landlord in favor of tenants at the
      Premises after the date of the Closing. The Rent Reserve shall be held in
      one or more interest-bearing escrow accounts of GTHLR&Q for the period
      coterminous with Reserve Period I ("Reserve Period II"), to be used or
      needed to pay Purchaser or any tenants for such approved Rent Claims. At
      the expiration of Reserve Period II, GTHLR&Q shall notify Seller and
      Purchaser in writing of GTHLR&Q's intention to release the unapplied
      balance of the Rep/Warranty Reserve to Seller; if Purchaser does not
      object to such release in writing to GTHLR&Q within five (5) business days
      after receipt of such notice from GTHLR&Q, GTHLR&Q shall release the
      proceeds of such Rent Reserve (or that portion thereof not contested by
      Purchaser) to Seller. All interest earned on the Rent Reserve shall be
      paid to Seller.

      GTHLR&Q shall be afforded the same protections of Escrowee provided in
      Section 2.05 hereof with respect to the Rent Reserve.

      (d) There are pending leasing matters at the Premises between Seller's
      agents and representatives and the following existing or potential
      tenants: (i) Local 78, Local 79, Mason Tenders; (ii) GHI; (iii) Kenneth
      Cole; (iv) Parachute Properties; (v) York-Hunter; (vi) Duane Reade; (vii)
      On-Site Sourcing, Inc.; (viii) New York City Housing Authority; (ix) Bell
      Atlantic; (x) The Hillier Group; (xi) Holmes Protective/TYCO; (xii)
      "Litigation/Workout" Room for a Major Law Firm; and (xiii) Betelguese
      Productions.

      (e) The provisions of this Article 22 shall survive the Closing.

23.   Additional Covenants of Seller.

      (a) Seller shall provide or cause to be provided all such services with
      respect to the Premises and the tenants that are now required to be
      provided or currently are being provided.

      (b) Seller shall maintain and keep the Premises, including mechanical
      equipment of every kind used in the operation thereof, in a condition at
      least as good as its present condition so that the same shall be in a
      condition at least as good as its present condition on the date of the
      Closing, reasonable wear and tear excepted, and Seller shall not enter
      into any contracts, agreements or arrangement, including Service
      Contracts, or extend or modify any existing contracts, agreements or
      arrangements, including Service Contracts, which may affect the Premises
      in any manner whatsoever (other than with respect to New Leases as herein
      provided), without Purchaser's prior consent.

      (c) No Personal Property included in this sale shall be removed from the
      Premises unless the same are replaced with similar items of at least equal
      quality prior to the Closing.

      (d) If the landlord under any Lease or Tenancy has an obligation, whether
      accrued or contingent, to reimburse the tenant under such Lease or
      Tenancy, whether by way of payment


                                     - 10 -


      or rent credit, for any expenses incurred by such tenant, Seller shall pay
      to Purchaser an amount equal to such payment or credit for reimbursable
      expenses at the Closing, provided such expenses were or are to be incurred
      by such tenant prior to or after the date of the Closing. Prior to the
      Closing, Seller shall perform and comply with all obligations and
      provisions to be performed and complied with by the tenant under any
      take-over leases entered into in connection with the leasing of the
      Premises, and Seller shall indemnify Purchaser against and hold Purchaser
      harmless from all losses, damages, liabilities and expenses (including,
      without limitation, reasonable attorneys' fees and disbursements) suffered
      or incurred by Purchaser as a result of Seller's failure to perform and
      comply with such obligations and provisions.

      (e) Prior to the Closing, Seller shall make all books and records
      (including tenant files) relating to the ownership and operation of the
      Premises available to Purchaser and its accountants, attorneys and other
      representatives, and, upon reasonable prior notice at reasonable times,
      shall permit Purchaser's accountants, attorneys and other representatives
      to examine, audit and make copies of the same, at Purchaser's sole cost
      and expense. Prior to the Closing, Seller shall cooperate with Purchaser's
      accountants, attorneys and other representatives, shall allow such persons
      to make extracts from the aforesaid books and records and shall respond
      fully and candidly to inquiries made by such accountants, attorneys and
      other representatives.

      (f) After the date hereof, Seller shall request that, at the Closing, the
      holder of Seller's mortgage note and mortgage, upon receipt of full
      pay-off proceeds, assign such documents to Purchaser's designee. Seller
      agrees to reasonably cooperate with Purchaser and such lender in
      connection with the foregoing.

24.   Failure of Seller to Perform

      Except for a willful default by Seller, if Seller is unable for any reason
      to satisfy the conditions to Closing set forth herein, the sole remedy of
      Purchaser hereunder shall be the return of the Downpayment and the payment
      by Seller to Purchaser of the "net cost of title examination" and the cost
      of updating the survey for the Premises, Purchaser hereby waiving any
      right or claim for damages or specific performance and the right to file a
      lis pendens against the Premises. If Purchaser believes that any of the
      Sellers has wilfully defaulted under any of the three contracts described
      in Article 19 hereof and if Purchaser elects to commence an action against
      such selling partnership for specific performance with respect to the
      particular contract executed by such selling partnership, Purchaser must
      commence such action, and diligently prosecute the same, against all three
      of the Sellers with respect to all three of the Properties in one
      consolidated proceeding. If Purchaser discontinues such action at any
      time, Purchaser must release all three of the Sellers and their respective
      Properties, with prejudice, therefrom.

25.   Notices

      Except as otherwise expressly permitted in this Contract, all notices,
      demands, approvals, consents, requests and other communications which
      under the terms of this Contract, or under any statute, must or may be
      given or made by the parties hereto, must be in writing, and must be made
      either (i) by depositing such notice in the registered or certified mail
      of the United States of America, return receipt requested, or (ii) by
      delivering such notice by a commercial courier, which courier provides for
      delivery with receipt guaranteed, or (iii) by hand delivery, addressed to
      each party as follows:


                                     - 11 -


      If to Purchaser:        at the address set forth on the
                              first page of this Contract,
                              Attention:  Benjamin P. Feldman, Esq.

      With a copy to:         Greenberg Traurig Hoffman Lipoff
                              Rosen & Quentel, P.C.
                              Attention: Paul R. Alter, Esq.
                              200 Park Avenue
                              New York, New York 10166

      If to Seller:           at the address set forth on the
                              first page of this Contract,
                              Attention: Mr. Michael Green

      With a copy to:         Mandel & Resnik P.C.
                              Attention:  Barry H. Mandel, Esq.
                              220 East 42nd Street - 20th Floor
                              New York, New York 10017

      If to Escrowee:         Mandel & Resnik P.C.
                              Attention: Barry H. Mandel, Esq.
                              220 East 42nd Street - 20th Floor
                              New York, New York 10017

      All notices, demands, approvals, consents, requests and other
      communications shall be deemed to have been delivered (i) if mailed as
      provided for in this Article, on the date which is three (3) business days
      after mailing or (ii) if sent by commercial courier, on the date which is
      one (1) business day after dispatching, or (iii) if sent by hand delivery,
      on the date of such delivery or refusal to accept same. Either party may
      designate by notice in writing given in the manner herein specified a new
      or other address to which such notice, demand, approval, consent, request
      or other communication shall thereafter be so given or made. A notice
      given by counsel for Seller or Purchaser shall be deemed a valid notice if
      addressed and sent in accordance with the provisions of this Article.

26.   Survival.

      Except as otherwise provided in this Contract, no representations,
      warranties, covenants or other obligations of Seller set forth in this
      Contract shall survive the Closing, and no action based thereon shall be
      commenced after the Closing. The representations, warranties, covenants
      and other obligations of Seller set forth in Sections 6.01, 6.02, 21(a)
      and 21(k) hereof shall survive the Closing for ninety (90) days, and no
      action based thereon shall be commenced after the last day of such ninety
      (90) day period. Notwithstanding anything contained in this Contract to be
      contrary, (i) the covenants and obligations of Seller set forth in
      Sections 9.05, 12.03, 14.01, 21(c), 21(f), 21(g) and 23(d) hereof shall
      survive the Closing indefinitely, subject to applicable statutes of
      limitation, and (ii) with respect to Section 21(k) hereof, the survival of
      Seller's representation for 90 days shall be limited to any liens filed or
      to be filed against the Premises resulting from work caused to be
      performed by Seller (and for which no tenant is responsible).

27.   Miscellaneous Provisions.

      (a) Supplementing Section 17.06 hereof, the submission of this Contract
      for examination shall not bind Seller in any manner or be construed as an
      offer to sell, and no contract or obligation of Seller or Purchaser shall
      arise until this instrument is executed and delivered by both Seller and
      Purchaser and the Downpayment has been received and collected by Escrowee.

      (b) At or prior to the Closing, Seller shall deliver an estoppel
      certificate (in the form annexed hereto as Exhibit


                                     - 12 -


      "D") duly executed and delivered by each of the Existing Tenants listed on
      Schedule "L" hereto or, if Seller is unable to obtain and deliver such
      estoppel certificate from one or more of such tenants, Seller shall
      execute and deliver such estoppel certificate(s) in its name. Each such
      estoppel certificate delivered by each of the Existing Tenants shall be
      dated not earlier than April 1, 1998 and Seller's estoppel certificate(s)
      shall be dated not earlier than five (5) business days prior to the date
      of the Closing. In addition, Seller shall submit such estoppel certificate
      to all other tenants of the Building. Seller shall use its reasonable
      efforts to have all tenants complete, execute and deliver such estoppel
      certificate to Purchaser prior to the Closing; however, a tenant's failure
      or refusal to execute and return an estoppel certificate (in the form of
      Exhibit "D") or a tenant's modification of or supplement to the text of
      such estoppel certificate (which has been executed and returned by such
      tenant), shall not be deemed a default by Seller under this Contract or
      entitle Purchaser to terminate this Contract provided that Seller has
      delivered, at the Closing, substitute estoppel certificate(s) in its name
      as provided above.

      (c) Prior to the Closing, Seller, at Seller's election, may convert the
      within transfer of title to the Premises to a tax free exchange under
      Section 1031 of the Internal Revenue Code, provided that such tax free
      exchange in no way delays the Closing under this Contract. If Seller so
      elects, Purchaser, at no cost or expense to Purchaser, shall cooperate
      with Seller in effectuating said tax free exchange, and Seller shall
      indemnify and hold Purchaser harmless from and against any and all costs,
      expenses, damages and liabilities incurred or paid by Purchaser in
      connection therewith, Seller's obligation under this Section surviving the
      Closing.

      (d) Except as otherwise specifically set forth herein, Seller has not made
      and does not make, and Seller has not authorized any other party to make,
      any representations or other statements whatsoever as to: the use,
      convertibility for other use, occupancy, physical condition (including,
      without limitation, the presence or absence of hazardous materials in, on
      or about the Premises), market value, state of repair, gross or net income
      derived from the Premises, expenses of operation (including, without
      limitation, taxes assessed against the Premises), or any other matter or
      thing affecting or relating to the Premises or the fixtures and items of
      Personal Property included in this sale and Purchaser hereby expressly
      acknowledges that no such representations or other statements have been
      made by or on behalf of Seller.

      (e) Neither party shall record this Contract or any memorandum hereof. Any
      such filing or recordation shall be null and void ab initio. Further, any
      attempt by Purchaser to record this Contract as aforesaid shall be a
      default of Purchaser hereunder and thereupon, at Seller's option, this
      Contract shall be deemed terminated and Seller shall have any and all
      remedies for the default of Purchaser as provided herein.

      (f) For the purposes of this Contract, all representations and warranties
      made by Seller shall be based upon the actual knowledge of Mr. Norman
      Sturner and/or Mr. Neil Siderow.

28.   Inspection

      Purchaser has caused or has waived the right to cause a full and complete
      inspection to be made of the Premises and the Personal Property, as well
      as a thorough investigation regarding all matters and things relating to
      the Premises, including all environmental matters relating thereto. Except
      as otherwise set forth in this Contract, Purchaser shall take title to the
      Premises and any fixtures and items of Personal Property being sold
      therewith "AS IS" and "WHERE IS" as of the


                                     - 13 -


      date hereof, subject to any and all conditions and defects of any nature
      whatsoever (including, without limitation, structural, environmental,
      latent and other conditions or defects) which may now or hereafter exist.

29.   Risk of Loss

      Supplementing the provisions of Article 8 hereof, the risk of loss shall
      be on Seller until the Closing and thereafter it shall be assumed by
      Purchaser. In the event of a fire or other casualty or condemnation of a
      material nature occurring prior to the Closing, Purchaser shall have the
      option of either terminating this Contract or acquiring the Premises with
      an abatement in the Purchase Price in an amount equal to the insurance
      proceeds paid in respect of the damages sustained to the Premises.

30.   Management

      Seller shall cancel, on or before the date of the Closing, any and all
      management agreements applicable to the Premises and such cancellation
      shall be a condition precedent to Purchaser's obligation to purchase the
      Premises.

31.   Rent Arrears

      As to prior rent arrears, Purchaser shall receive the first rents from
      tenants in arrears as a trust fund for prompt remission to Seller in
      payment of such tenant's arrears. However, if a court of competent
      jurisdiction shall have finally determined that any tenant in arrears is
      entitled to a rent abatement with respect to any portion of prior rent
      arrears, the payment due to Seller pursuant to the immediately preceding
      sentence shall be appropriately adjusted. The provisions of this Article
      shall survive the Closing.

32.   Termination of Tenancies

      (a) If any tenant shall fail to comply with the provisions of any lease or
      other agreement affecting the Premises, or any part thereof, prior to the
      Closing, Seller shall have the right to commence summary proceedings
      against such tenant(s) in the event of non-payment of rent, and to
      prosecute such proceedings to money judgment (but not a judgment of
      possession) after the Closing (with Purchaser's cooperation, at no cost to
      Purchaser if such action relates to unpaid rents due exclusively to Seller
      for any period(s) prior to the Closing).

      (b) Seller makes no representation and assumes no responsibility with
      respect to continued occupancy of the Premises or any part thereof by any
      tenant or tenants now in possession. Prior to the Closing, (i) Seller
      shall not settle any suit, action or proceeding commenced to enforce the
      collection of rents or Additional Rents due Seller from past, present or
      future tenants of the Building without obtaining Purchaser's prior consent
      (which consent shall not be unreasonably withheld or delayed) if such
      settlement would materially adversely affect Purchaser's rights, after the
      Closing, in any respect; and (ii) Seller shall be entitled, but not
      obligated, to enforce the rights under any lease or any tenancy by summary
      proceedings or otherwise; however, Seller shall not terminate any lease
      without Purchaser's prior consent.

33.   Title Objections.

      Purchaser shall order a title report and a full lien and municipal search
      with respect to the Premises promptly upon execution of this Contract, and
      shall instruct its title company to deliver a copy of the title report and
      all title documents and title updates and continuations to be delivered


                                     - 14 -


      to Mandel & Resnik P.C., 220 East 42nd Street - 20th Floor, New York, New
      York 10017, Attention: Barry H. Mandel, Esq., at the time such documents
      and information are delivered to Purchaser and/or its counsel. All
      objections to title must be submitted by Purchaser in writing to Mandel &
      Resnik P.C. promptly following Purchaser's receipt of a title report and
      each title update or continuation, but not less than ten (10) days prior
      to the date of the Closing set forth herein. All objections not so
      submitted to Seller's counsel shall be deemed waived by Purchaser, except
      with respect to any matters of title initially disclosed to Purchaser and
      Seller within such 10-day period (in which event any objections to title
      shall be communicated to Seller's counsel not later than the second
      business day following receipt, so long as such second business day
      precedes the date of the Closing). Any attempt by Seller to cure an
      objection shall not be construed as an admission by Seller that such
      objection is one which would give Purchaser the right to cancel this
      Contract.

                                   NINTH AVENUE ASSOCIATES

                                   BY:  MURRAY HILL PROPERTIES XI,
                                        General Partner

                                        BY:  MURRAY HILL PROPERTIES,
                                             General Partner


                                             By: /s/ Norman Sturner
                                                 ---------------------------
                                                 Norman Sturner,
                                                 General Partner


                                   SL GREEN OPERATING PARTNERSHIP, L.P.,

                                   BY:  SL GREEN REALTY CORP.,
                                        General Partner


                                        By:  /s/ Steven H. Klein
                                             ---------------------------
                                             Steven H. Klein,
                                             Executive Vice President


                                   - 15 -


                         LIST OF SCHEDULES AND EXHIBITS

                               38 East 30th Street

      Schedule    A     -     Legal Description of Premises
      Schedule    B     -     Permitted Exceptions
      Schedule    C     -     Purchase Price
      Schedule    D     -     Miscellaneous Information
      Schedule    E     -     Existing Leases, Rent Roll and
                                Security Deposits
      Schedule    F     -     Insurance
      Schedule    G     -     Pay Roll/Employees
      Schedule    H     -     Service Contracts
      Schedule    I     -     Certain Pending Transactions for
                                which Purchaser may be Obligated
                              to Pay a Brokerage Commission
      Schedule    J     -     [Intentionally Omitted]
      Schedule    K     -     Operating Statements
      Schedule    L     -     List of Existing Tenants
                                for Estoppel Certificates
      Schedule    M     -     Leasing Criteria

      Exhibit A         -     Assignment and Assumption of Leases
                              and Security Deposits
      Exhibit B         -     Assignment and Assumption of
                                Contracts
      Exhibit C         -     Form of Notice to Tenants
      Exhibit D         -     Tenant Estoppel Certificate


                                   Schedule A

                          Legal Description of Premises

ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Manhattan, City, County and State of New York, bounded and described
as follows:

BEGINNING at the corner formed by the intersection of the easterly side of Ninth
Avenue and the southerly side of 35th Street;

RUNNING THENCE easterly along the southerly side of 35th Street, 198 feet 10 1/2
inches;

THENCE southerly parallel with Ninth Avenue and part of the way through a party
wall, 98 feet 9 inches;

THENCE westerly parallel with 35th Street, 198 feet 10 1/2 inches to the
easterly side of Ninth Avenue;

THENCE northerly along said easterly side of Ninth Avenue, 98 feet 9 inches to
the point or place of BEGINNING.

Premises known as:      440 Ninth Avenue a/k/a 366-367 West 35th
                        Street, New York, New York.
                        Block 758
                        Lot 82



                                   Schedule C

                                 PURCHASE PRICE

                  The Purchase Price shall be paid as follows:

      (a) By check subject to collection 
or by wire transfer, the receipt of
which is hereby acknowledged by Seller:           $ 1,450,000.00

      (b) By check, checks or wire transfer 
delivered to Seller at Closing in
accordance with the provisions of 
Section 2.02:                                     $27,550,000.00


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

Purchase Price                                    $29,000,000.00
                                                  ==============

                                   Schedule D

                                 MISCELLANEOUS

 1. Title insurer designated by the parties (ss.1.02):

 5. Seller's tax identification number (ss.2.05):

 6. Purchaser's tax identification number (ss.2.05):

 7. Scheduled time and date of Closing (ss.3.01): [INSERT 47]
 
 8. Place of Closing (ss.3.01): [INSERT 48]

 9. Assessed valuation of Premises (ss.4.10): [INSERT 48A]

10. Fiscal year and annual real estate taxes on Premises (ss4.10): $1,135,614.04

11. Tax abatements or exemptions affecting Premises (ss.4.10): None

12. Assessments on Premises (ss.4.13): None

14. Maximum Expense of Seller to cure title defects, etc. (ss.13.02): [INSERT 
    49]

15. Broker, if any (ss.14.01): Murray Hill Properties Corp.

16. Party to pay broker's commission (ss.14.01): Seller

17.

18.

19. Additional Schedules or Riders (ss.17.08):
    see attached

                                   Schedule E

                                 RENT SCHEDULE

                          (to be attached separately)



                                                           Exhibit 2.4



                                           Distributed by Julius Blumberg, Inc.
                                                                      NYC 10013

Content of sale for new York Office, commercial and multi-family
residential premises.                                             

Prepared by the Real Property Committee of the Association of the Bar of the
City of New York.

   NOTE: This form is intended to cover matters common to most transactions.
 Provisions should be added, altered or directed to suit the circumstances of a
                            particular transaction.

    Contract of Sale-Office, Commercial and Multi-Family Residential Premises
- --------------------------------------------------------------------------------

                                Table of Contents

Section 1.  Sale of premises and acceptable title

Section 2.  Purchase price, acceptable funds, existing mortgages, purchase money
            mortgage, escrow of downpayment and foreign persons

Section 3.  The closing

Section 4.  Representations and warranties of seller

Section 5.  Acknowledgements of purchaser

Section 6.  Seller's obligations as to leases

Section 7.  Responsibility for violations

Section 8.  Destruction, damage or condemnation

Section 9.  Covenants of seller

Section 10. Seller's closing obligations

Section 11. Purchaser's closing obligations

Section 12. Apportionments

Section 13. Objections to title, failure of seller or purchaser to perform and
            vendee's lien

Section 14. Broker

Section 15. Notices

Section 16. Limitations on survival of representations, warranties, covenants
            and other obligations

Section 17. Gains tax and miscellaneous provisions

Signatures and receipt by escrowee

Schedule A. Description of premises (to be attached)

Schedule B. Permitted exceptions

Schedule C. Purchase price

Schedule D. Miscellaneous

Schedule E. Rent schedule (to be attached)

      CONTRACT dated March 25, 1998 between 30th Street Associates, a New York
      limited partnership, having offices c/o Murray Hill Property Management,
      Inc., 440 Ninth Avenue Penthouse, New York, New York 10001

("Seller") and

      SL Green Operating Partnership, L.P., a Delaware limited partnership,
      having an address c/o SL Green Realty Corp., 70 West 36th Street, New
      York, New York 10018

("Purchaser").

      Seller and Purchaser hereby covenant and agree as follows:

Section 1. Sale of Premises and Acceptable Title

      ss.1.01. Seller shall sell to purchaser, and Purchaser shall purchase from
Seller, at a price and upon the terms and conditions set forth in this contract:
(a) the parcel of land more particularly described in Schedule A attached hereto
("Land") [INSERT 1]; (b) [INSERT 2] all buildings and improvements situated on
the Land (collectively, "Building"); (c) all right, title and interest of
Seller, if any, in and to the land lying in the bed of any street or highway in
front of or adjoining the Land to the center line thereof and to any unpaid
award for any taking by condemnation or any damage to the Land by reason of a
change of grade of any street or highway; (d) the appurtenances and all the
estate and rights of Seller in and to the Land and Building; and (e) all right,
title and interest of Seller, if any, in and to the fixtures, [INSERT 2A]
equipment attached or appurtenant to the Building (collectively, "Premises").
[INSERT 2B] The Premises are located at or known as

38 East 30th Street
New York, New York

      ss.1.02. Seller shall convey and Purchaser shall accept fee simple title
to the Premises in accordance with the terms of this contract, subject only to:
(a) the matters set forth in Schedule B attached hereto (collectively,
"Permitted Exceptions"); and (b) such other matters as (i) the title insurer
specified in Schedule D hereto (or if none is so specified, then any title
insurer licensed to do business by the State of New York) shall be willing,
without special premium, to omit as exceptions to coverage or to except with
insurance against collection out of or enforcement against the Premises.

Section 2. Purchase Price, Acceptable Funds, Existing Mortgages, Purchase Money
Mortgage and Escrow of Downpayment

      ss.2.01. The purchase price ("Purchase Price") to be paid by Purchaser to
Seller for the Premises as provided in Schedule C attached hereto is
$10,500,000.00

      ss.2.02. All monies payable under this contract, unless otherwise
specified in this contract, shall be paid by (a) certified checks of Purchaser
or any person making a purchase money loan to Purchaser drawn on any bank,
savings bank, trust company or savings and loan association having a banking
office in the State of New York [INSERT 3] or official bank checks drawn by any
such banking institution, payable to the order of Seller, [INSERT 4] except that
uncertified checks of Purchaser payable to the order of Seller up to the amount
of one-half of one percent of the Purchase Price shall be acceptable for sums
payable to Seller at the Closing.


      ss.2.05. (a) The sum paid under paragraph(a) of Schedule C [INSERT 5]
other sums paid on account of the Purchase Price prior to the Closing
(collectively, "Downpayment") [INSERT 6] paid by check or checks drawn to the
order of and delivered to [INSERT 7] ("Escrowee"). The Escrowee shall hold the
proceeds thereof in escrow in a special bank account (or as otherwise agreed in
writing by Seller, Purchaser and Escrowee) until the Closing or sooner
termination of this contract and shall pay over or apply such proceeds in
accordance with the terms of this section. Escrowee [INSERT 8] hold such
proceeds in an interest-bearing account. Any interest earned thereon shall be
paid to the same party entitled to the escrowed proceeds, and the party
receiving such interest shall pay any income taxes thereon. The tax
identification numbers of the parties are either set forth in Schedule D or
shall be furnished to Escrowee upon request. At the Closing, such proceeds and
the interest thereon, if any, shall be paid by Escrowee to Seller. [INSERT 9] If
for any reason the Closing does not occur and either party makes a written
demand upon Escrowee for payment of such amount, Escrowee shall give written
notice to the other party of such demand. If Escrowee does not receive a written
objection from the other party to the proposed payment within 10 business days
after the giving of such notice, Escrowee is hereby authorized to make such
payment. If Escrowee does receive such written objection within such 10 day
period or if for any other reason Escrowee in good faith shall elect not to make
such payment, Escrowee shall continue to hold such amount until otherwise
directed by written instructions from the parties to this contract or a final
judgment of a court. However, Escrowee shall have the right at any time to
deposit the escrowed proceeds and interest thereon, if any, with the clerk of
the Supreme Court of the county in which the Land is located. Escrowee shall
give written notice of such deposit to Seller and Purchaser. Upon such deposit
Escrowee shall be relieved and discharged of all further obligations and
responsibilities hereunder.


      (b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience, that Escrowee shall not
be deemed to be the agent of either of the parties, and that Escrowee shall not
be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this contract or
involving gross negligence. Seller and Purchaser shall jointly and severally
indemnify and hold Escrowee harmless from and against all costs, claims and
expenses, including reasonable attorneys' fees, incurred in connection with the
performance of Escrowee's duties hereunder, except with respect to actions or
omissions taken or suffered by Escrowee in bad faith, in willful disregard of
this contract or involving gross negligence on the part of Escrowee.

      [INSERT 10]

      (c) Escrowee has acknowledged agreement to these provisions by signing in
the place indicated on the signature page of this contract.

Section 3. The Closing

      ss.3.01. Except as otherwise provided in this contract, the closing of
title pursuant to this contract ("Closing") shall take place on the scheduled
date and time of closing specified in Schedule D (the actual date of the Closing
being herein referred to as "Closing Date") at the place specified in Schedule
D.

Section 4. Representations and Warranties of Seller

      Seller represents and warrants to Purchaser as follows:

      ss.4.01. Unless otherwise provided in this contract, Seller is the sole
owner of the Premises.

      ss.4.02.

      ss.4.03. If any Leases which have been exhibited to and initialed by
Purchaser or its representative contain provisions that are inconsistent with
the foregoing representations and warranties, such representations and
warranties shall be deemed modified to the extent necessary to eliminate such
inconsistency and to conform such representations and warranties to the
provisions of the Leases.

      ss.4.04.

      ss.4.05.

      ss.4.06. [INSERT 11] lists all insurance policies presently affording
coverage with respect to the Premises, and the information contained therein is
accurate as of the date set forth therein or, if no date is set forth therein,
as of the date hereof.

      ss.4.07. [INSERT 12] lists all employees presently employed at the
Premises, and the information contained therein is accurate as of the date set
forth therein or, if no date is set forth in such schedule, [INSERT 13] covered
by a union contract and there are no retroactive increases or other accrued and
unpaid sums owed to any employee.

      ss.4.08.

      ss.4.09. The copy of a certificate of occupancy for the Premises exhibited
to and initialed by Purchaser or its representative, is a true copy of the
original and such certificate has not been amended, but Seller makes no
representation as to compliance with any such certificate [INSERT 13A].

      ss.4.10. The assessed valuation and real estate taxes set forth in
Schedule D, if any, are the assessed valuation of the Premises and the taxes
paid or payable with respect thereto for the fiscal year indicated in such
schedule. Except as otherwise set forth in Schedule D, there are no tax
abatements or exemptions affecting the Premises.

      ss.4.11. [INSERT 14]

      ss.4.12. Seller has no actual knowledge that any incineration, boiler or
other burning equipment on the Premises is being operated in violation of
applicable law [INSERT 15] copies of a certificate or certificates of operation
therefor have been exhibited to and initialed by Purchaser or its
representative, such copies are true copies of the originals.

      ss.4.13. Except as otherwise set forth in Schedule D, Seller has no actual
knowledge of any assessment payable in annual installments, or any part thereof,
which has become a lien on the Premises.


Section 5. Acknowledgments of Purchaser

      Purchaser acknowledges that:

      ss.5.01. Purchaser has inspected the Premises, is fully familiar with the
physical condition and state of repair thereof, and, subject to the provisions
of ss.7.01, ss.8.01, and ss.9.04, shall accept the Premises "as is" and in their
present condition, subject to reasonable use, wear, tear and natural
deterioration between now and the Closing Date, without any reduction in the
Purchase Price for any change in such condition by reason thereof subsequent to
the date of this contract.

      ss.5.02. In entering into this contract, Purchaser has not been induced by
and has not relied upon any representations, warranties or statements, whether
express or implied, made by Seller or any agent, employee or other
representative of Seller or by any broker or any other person representing or
purporting to represent Seller, which are not expressly set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally. [INSERT 15A]

Section 6. Seller's Obligations as to Leases

      ss.6.01. Unless otherwise provided in a schedule attached to this
contract, between the date of this contract and the Closing, Seller shall not,
without Purchaser's prior written consent, (a) amend, renew or extend any
[INSERT 16] Lease in any respect, unless required by law; (b) grant a written
lease to any tenant [INSERT 16] occupying space pursuant to a Tenancy [INSERT
17]; or (c) terminate any Lease or Tenancy.

      ss.6.02.

      ss.6.03. If any space is vacant on the Closing Date, Purchaser shall
accept the Premises subject to such vacancy, provided that the vacancy was not
permitted or created by Seller in violation of any restrictions contained in
this contract [INSERT 20]. Seller shall not grant any concessions or rent
abatements for any period following the Closing without Purchaser's prior
written consent. Seller shall not apply all or any part of the security deposit
of any tenant unless such tenant has vacated the Premises.

      ss.6.04. [INSERT 21] Seller does not warrant that any particular Lease or
Tenancy will be in force or effect at the Closing or that the tenants will have
performed their obligations thereunder. The termination of any Lease or Tenancy
prior to the Closing by reason of the tenant's default shall not affect the
obligations of Purchaser under this contract in any manner or entitle Purchaser
to an abatement of or credit against the Purchase Price or give rise to any
other claim on the part of Purchaser.

Section 7. Responsibility for Violations

      ss.7.01. [INSERT 22] notes on notices of violations of law or governmental
ordinances, orders or requirements which were noted or issued prior to [INSERT
22A] the date of this contract by any governmental department, agency or bureau
having jurisdiction as to conditions affecting the Premises and all liens which
have attached to the Premises prior to the Closing pursuant to the
Administrative Code of the City of New York, if applicable, shall be the sole
responsibility of Purchaser.

      ss.7.02.

      ss.7.03. Regardless of whether a violation has been noted or issued prior
to the date of this contract, Seller's failure to remove or fully comply with
violations shall not be an objection to title.

      ss.7.04. If required, Seller, upon written request by Purchaser, shall
promptly furnish to Purchaser written authorizations to make any necessary
searches for the purposes of determining whether notes or notices of violations
have been noted or issued with respect to the Premises or liens have attached
thereto.

Section 8. Destruction, Damage or Condemnation

      ss.8.01. The provisions of Section 5-1311 of the General Obligations Law
shall apply to the sale and purchase provided for in this contract. [INSERT 23]

Section 9. Covenants of Seller

      Seller covenants that between the date of this contract and the Closing:

      ss.9.01.

      ss.9.02. Seller shall not modify or amend any Service Contract or enter
into any new service contract unless the same is terminable without penalty.
[INSERT 23A]

      ss.9.03. Seller shall maintain in full force and effect until the Closing
the insurance policies described in [INSERT 24] or renewals thereof for no more
than one year of those expiring before the Closing.


      ss.9.04. No fixtures, equipment or personal property included in this sale
shall be removed from the Premises unless the same are replaced with similar
items of at least equal quality prior to the Closing.

      ss.9.05. Seller shall not withdraw, settle or otherwise compromise any
protest or reduction proceeding affecting real estate taxes assessed against the
Premises for any fiscal period in which the Closing is to occur or any
subsequent fiscal period without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld. Real estate tax refunds and credits
received after the Closing Date which are attributable to the fiscal tax year
during which the Closing Date occurs shall be apportioned between Seller and
Purchaser, after deducting the expenses of collection thereof, which obligation
shall survive the Closing. [INSERT 24A]

      ss.9.06. Seller shall allow Purchaser or Purchaser's representatives
access to the Premises, the Leases and other documents required to be delivered
under this contract upon reasonable prior notice at reasonable times.

Section 10. Seller's Closing Obligations

      At the Closing, Seller shall deliver the following to Purchaser:

      ss.10.01. A statutory form of bargain and sale deed without covenant
against grantor's acts, containing the covenant required by Section 13 of the
Lien Law, and properly executed in proper form for recording so as to convey the
title required by this contract.

      ss.10.02. All [INSERT 16] Leases initialed by Purchaser and all others in
Seller's possession. [INSERT 25]

      ss.10.03. A schedule of all cash security deposits and a check or credit
to Purchaser in the amount of such security deposits, including any interest
thereon, held by Seller on the Closing Date under [INSERT 16] Leases or, if held
by an institutional lender, an assignment to Purchaser and written instructions
to the holder of such deposits to transfer the same to Purchaser, and
appropriate instruments of transfer or assignment with respect to any lease
securities which are other than cash. [INSERT 26]

      ss.10.04. A schedule updating the [INSERT 27] and setting forth all
arrears in rents and all prepayments of rents. [INSERT 28]

      ss.10.05. All Service Contracts initialed by Purchaser and all others in
Seller's possession which are in effect on the Closing Date and which are
assignable by Seller.

      ss.10.06. An assignment to Purchaser, [INSERT 29] all of the interest of
Seller in those Service Contracts, insurance policies, certificates, permits and
other [INSERT 29A] documents to be delivered to Purchaser at the Closing which
are then in effect and are assignable by Seller.

      ss.10.07.

      ss.10.10. To the extent they are then in Seller's possession [INSERT 30]
and not posted at the Premises, certificates, licenses, permits, authorizations
and approvals issued for or with respect to the Premises by governmental and
quasi-governmental authorities having jurisdiction.

      ss.10.11. Such affidavits as Purchaser's title company shall reasonably
require in order to omit from its title insurance policy all exceptions for
judgments, bankruptcies or other returns against persons or entitles whose names
are the same as or similar to Seller's name. [INSERT 31]

      ss.10.12. Checks to the order of the appropriate officers in payment of
all applicable real property transfer taxes and copies of any required tax
returns therefor executed by Seller, which checks shall be certified or official
bank checks if required by the taxing authority, unless Seller elects to have
Purchaser pay any of such taxes and credit Purchaser with the amount thereof.
[INSERT 31A]

      ss.10.13. To the extent they are then in Seller's possession, copies of
current painting and payroll records. Seller shall make all other Building and
tenant files and records available to Purchaser for copying, which obligation
shall survive the Closing.

      ss.10.14. An original letter [INSERT 32], executed by Seller or by its
agent, advising the tenants of the sale of the Premises to Purchaser and
directing that rents and other payments thereafter be sent to Purchaser or as
Purchaser may direct.

      ss.10.15.

      ss.10.16. [INSERT 33]

      ss.10.17. Possession of the Premises in the condition required by this
contract, subject to the Leases and Tenancies, and keys therefor.

      ss.10.18. Any other documents required by this contract to be delivered by
Seller.

Section 11. Purchaser's Closing Obligations.

      ss.11.01. Deliver to Seller checks in payment of the portion of the
Purchase Price payable at the Closing, as adjusted for apportionments under
Section 12.

      ss.11.02.

      ss.11.03. Deliver to Seller an agreement indemnifying and agreeing to
defend Seller against any claims made by tenants with respect to tenants'
security deposits to the extent paid, credited or assigned to Purchaser under
ss.10.03. [INSERT 35]

      ss.11.04. Cause the deed to be recorded, duly complete all required real
property transfer tax returns and cause all such returns and checks in payment
of such taxes to be delivered to the appropriate officers promptly after the
Closing.

      ss.11.05. Deliver any other documents required by this contract to be
delivered by Purchaser.

Section 12. Apportionments

      ss.12.01. The following apportionments shall be made between the parties
at the Closing as of the close of business on the day prior to the Closing Date:

      (a) prepaid rents and Additional Rents (as defined in ss.12.03);

      (b)

      (c) real estate taxes, water charges, sewer rents and vault charges, if
any, on the basis of the fiscal period for which assessed, except that if there
is a water meter on the Premises, apportionment at the Closing shall be based on
the last available reading, subject to adjustment after the Closing when the
next reading is available;

      (d) wages, vacation pay, pension and welfare benefits and other fringe
benefits of all persons employed at the Premises whose employment was not
terminated at or prior to the Closing;

      (e) value of fuel stored on the Premises, at a price then charged by
Seller's supplier, including any taxes;

      (f) charges under [INSERT 36] Service Contracts or permitted renewals or
replacements thereof;

      (g) permitted administrative charges, if any, on tenants' security
deposits;

      (j) Reletting Expenses under ss.6.02, if any; and

      (k) any other items listed in Schedule D.


      If the Closing shall occur before a new tax rate is fixed, the
apportionment of taxes at the Closing shall be upon the basis of the old tax
rate for the preceding period applied to latest assessed valuation. Promptly
after the new tax rate is fixed, the apportionment of taxes shall be recomputed.
Any discrepancy resulting from such recomputation and any errors or omissions in
computing apportionments at Closing shall be promptly corrected, which
obligations shall survive the Closing.

      ss.12.02. If any tenant is in arrears in the payment of rent on the
Closing Date, rents received from such tenant after the Closing shall be applied
in the following order of priority: (a) first to the month preceding the month
in which the closing occurred; (b) then to the month in which the Closing
occurred; (c) then to any month or months following the month in which the
Closing occurred; and (d) then to the period prior to the month preceding the
month in which the Closing occurred. If rents or any portion thereof received by
Seller or Purchaser after the Closing are payable to the other party by reason
of this allocation, the appropriate sum, less a proportionate share of any
reasonable attorneys' fees, costs and expenses of collection thereof, shall be
promptly paid to the other party [INSERT 37] which obligation shall survive the
Closing.

      ss.12.03. If any tenants are required to pay percentage rent, escalation
charges for real estate taxes, operating expenses, cost-of-living adjustments
[INSERT 37A] or other charges of a similar nature ("Additional Rents") and any
Additional Rents are collected by Purchaser after the Closing which are
attributable in whole or in part to any period prior to the Closing, then
Purchaser shall promptly pay to Seller [INSERT 38] Seller's proportionate share
thereof, less a proportionate share of any reasonable attorneys' fees, costs and
expenses of collection thereof, if and when the tenant paying the same has made
all payments of rent and Additional Rent then due to Purchaser pursuant to the
tenant's Lease, which obligation shall survive the Closing [INSERT 39].

Section 13. Objections to Title, Failure of Seller or Purchaser to Perform and
Vendee's Lien

      ss.13.01. Purchaser shall promptly order an examination of title and shall
cause a copy of the title report to be forwarded to Seller's attorney upon
receipt. Seller shall be entitled to a reasonable adjournment or adjournments of
the Closing for up to 60 days, to remove any defects in or objections to title
noted in such title report and any other defects or objections which may be
disclosed on or prior to the Closing Date.

      ss.13.02. If Seller shall be unable to convey title to the Premises at the
Closing in accordance with the provisions of this contract or if Purchaser shall
have any other grounds under this contract for refusing to consummate the
purchase provided for herein, Purchaser, nevertheless, may elect to accept such
title as Seller may be able to convey with a credit against the monies payable
at the Closing equal to the reasonably estimated cost to cure the same (up to
the Maximum Expense described below), but without any other credit or liability
on the part of Seller. If Purchaser shall not so elect, Purchaser may terminate
this contract and the sole liability of Seller shall be to refund the
Downpayment to Purchaser and to reimburse Purchaser for the net cost of title
examination, but not to exceed the net amount charged by Purchaser's title
company therefor without issuance of a policy, and the net cost of updating the
existing survey of the Premises. Upon such refund and reimbursement, this
contract shall be null and void and the parties hereto shall be relieved of all
further obligations and liability other than any arising under Section 14.
Seller shall not be required to bring any action or proceeding or to incur any
expense in excess of the Maximum Expense specified in Schedule D to cure any
title defect or to enable Seller otherwise to comply with the provisions of this
contract, but the foregoing shall not permit Seller to refuse to pay off at the
Closing. [INSERT 39A]

      ss.13.03. Any unpaid taxes, assessments, water charges and sewer rents,
together with the interest and penalties thereon to a date not less than two
days following the Closing Date, and any other liens and encumbrances which
Seller is obligated to pay and discharge or which are against corporations,
estates or other persons in the chain of title, together with the cost of
recording or filing any instruments necessary to discharge such liens and
encumbrances of record, may be paid out of the proceeds of the monies payable at
the Closing if Seller delivers to Purchaser on the Closing Date official bills
for such taxes, assessments, water charges, sewer rents, interest and penalties
and instruments in recordable form sufficient to discharge any other liens and
encumbrances of record. Upon request made a reasonable time before the Closing,
Purchaser shall provide at the Closing separate checks for the foregoing payable
to the order of the holder of any such lien, charge or encumbrance and otherwise
comply with ss.2.02. If Purchaser's title insurance company is willing to insure
[INSERT 40], such charges, liens and encumbrances, then, Seller shall have the
right in lieu of payment and discharge to deposit with the title insurance
company such funds or assurances or to pay such special or additional premiums
as the title insurance company may require in order to so insure. In such case
the charges, liens and encumbrances with respect to which the title insurance
company has agreed so to insure shall not be considered objections to title.

      ss.13.04. If Purchaser shall default in the performance of its obligation
under this contract to purchase the Premises, the sole remedy of Seller shall be
to retain the Downpayment as liquidated damages for all loss, damage and expense
suffered by Seller, including without limitation the loss of its bargain.
[INSERT 40A]

      ss.13.05. Purchaser shall have a vendee's lien against the Premises for
the amount of the Downpayment, but such lien shall not continue after default by
Purchaser under this contract.

Section 14. Broker

      ss.14.01. If a broker is specified in Schedule D, Seller and Purchaser
mutually represent and warrant that such broker is the only broker with whom
they have dealt in connection with this contract and that neither Seller nor
Purchaser knows of any other broker who has claimed or may have the right to
claim a commission in connection with this transaction, unless otherwise
indicated in Schedule D. The commission of such broker shall be paid pursuant to
separate agreement by the party specified in Schedule D. If no broker is
specified in Schedule D, the parties acknowledge that this contract was brought
about by direct negotiation between Seller and Purchaser and that neither Seller
nor Purchaser knows of any broker entitled to a commission in connection with
this transaction. Unless otherwise provided in Schedule D, Seller and Purchaser
shall indemnify and defend each other against any costs, claims or expenses,
including attorneys' fees, arising out of the breach on their respective parts
of any representations, warranties or agreements contained in this paragraph.
The representations and obligations under this paragraph shall survive the
Closing or, if the Closing does not occur, the termination of this contract.

Section 15. Notices

      ss.15.01.

Section 16. Limitations on Survival of Representations, Warranties, Covenants
and other Obligations

      ss.16.01.

      ss.16.02. The delivery of the deed by Seller, and the acceptance thereof
by Purchaser, shall be deemed the full performance and discharge of every
obligation on the part of Seller to be performed hereunder, except those
obligations of Seller which are expressly stated in this contract to survive the
Closing.


Section 17. Miscellaneous Provisions

      ss.17.01. [INSERT 41] No assignment of Purchaser's rights under this
contract shall be effective against Seller unless and until an executed
counterpart of the instrument of assignment shall have been delivered to Seller
and Seller shall have been furnished with the name and address of the assignee.
The term "Purchaser" shall be deemed to include the assignee under any such
effective assignment.

      ss.17.02. This contract embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein, and all
prior agreements, understandings, representations and statements, oral or
written, are merged into this contract. [INSERT 41A] Neither this contract nor
any provision hereof may be waived, modified, amended, discharged or terminated
except by an instrument signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge or termination is sought, and then
only to the extent set forth in such instrument.

      ss.17.03. This contract shall be governed by, and construed in accordance
with, the law of the State of New York.

      ss.17.04. The captions in this contract are inserted for convenience of
reference only and in no way define, describe or limit the scope or intent of
this contract or any of the provisions hereof.

      ss.17.05. This contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs or successors and
permitted assigns.

      17.06. This contract shall not be binding or effective until properly
executed and delivered by Seller and Purchaser.

      ss.17.07. As used in this contract, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall
include the singular, as the context may require.

      ss.17.08. If the provisions of any schedule or rider to this contract are
inconsistent with the provisions of this contract, the provisions of such
schedule or rider shall prevail. Set forth in Schedule D is a list of any and
all schedules and riders which are attached hereto but which are not listed in
the Table of Contents.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the
date first above written.

                        Seller:    30TH STREET ASSOCIATES

                                By: MURRAY HILL PROPERTIES,
                                    General Partner

                                    by: MURRAY HILL PROPERTIES VII,
                                        General Partner

                                        by:/s/ Norman Sturner
                                           --------------------------------
                                           Norman Sturner, General Partner

                     Purchaser: SL GREEN OPERATING PARTNERSHIP, L.P.

                                By: SL GREEN REALTY CORP.,
                                    General Partner

 
                                    by: /s/ Steven H. Klein,
                                        -----------------------------------
                                        Steven H. Klein,
                                        Executive Vice-President

Receipt by Escrowee

The undersigned Escrowee hereby acknowledges receipt of $500,000.00, by check
subject to collection, to be held in escrow pursuant to ss.2.05. [INSERT 41B]

      MANDEL & RESNIK P.C.

      By: /s/ [ILLEGIBLE]
          ------------------------

                                   Schedule A

                             DESCRIPTION OF PREMISES

              (to be attached separately and to include tax map designation)

                                   Schedule B

                              PERMITTED EXCEPTIONS

      1. Zoning regulations and ordinances which are not violated by the
existing structures or present use thereof and which do not render title
uninsurable.

      2. Consents by the Seller or any former owner of the Premises, for the
erection of any structure or structures on, under or above any street or streets
on which the Premises may abut.

      3.

      4. [INSERT 42] Leases and Tenancies specified in the [INSERT 43] and any
new leases or tenancies not prohibited by this contract.

      5. Unpaid installments of assessments not due and payable on or before the
Closing Date.

      6. Financing statements, chattel mortgages and liens on personalty filed
more than 5 years prior to the Closing Date and new renewed, or filed against
property or equipment no longer located on the Premises or owned by Tenants.

      7. (a) Rights of utility companies to lay, maintain, install and repair
pipes, lines, poles, conduits, cable boxes and related equipment on, over and
under the Premises, provided that none of such rights imposes any monetary
obligation on the owner of the Premises.

      (b) Encroachments of stoops, area, cellar steps, trim cornices, lintels,
window sills, awnings, canopies, ledges, fences, hedges, coping and retaining
walls projecting from the Premises over any street or highway or over any
adjoining property and encroachments of similar elements projecting from
adjoining property over the Premises. [INSERT 44]

      (c) Revocability or lack of right to maintain vaults, coal chutes,
excavations or sub-surface equipment beyond the line of the Premises.

      (d) Any state of facts that an accurate survey would disclose, provided
that such facts do not render title unmarketable. [INSERT 45]


                                   Schedule C

                                 PURCHASE PRICE

The Purchase Price shall be paid as follows:

      (a) By check subject to collection or by wire transfer, the receipt of
which is hereby acknowledged by Seller:

                                    $  500,000.00
                                    -------------

      (b) By check, checks or wire transfer delivered to Seller at Closing in
accordance with the provisions of Section 2.02:

                                    $10,000,000.00
                                    --------------

                                    --------------
Purchase Price                      $10,500,000.00
                                    ==============

                                   Schedule D

                                  MISCELLANEOUS

1.    Title insurer designated by the parties (ss.1.02):

5.    Seller's tax identification number (ss.2.05):

6.    Purchaser's tax identification number (ss.2.05):

7.    Scheduled time and date of Closing (ss.3.01): [INSERT 47]

8.    Place of Closing (ss.3.01): [INSERT 48]

9.    Assessed valuation of Premises (ss.4.10): [INSERT 48A]

10.   Fiscal year and annual real estate taxes on Premises (ss.4.10):

      7/1/97-12/31/97 - $140,594.97
      1/1/98-6/30/98 - $140,868.32

11.   Tax abatements or exemptions affecting Premises (ss.4.10):

      None

12.   Assessments on Premises (ss.4.13): None

14.   Maximum Expense of Seller to cure title defects, etc. (ss.13.02): [INSERT
      49]

15.   Broker, if any (ss.14.01):

      Talcott Management, Inc.

16.   Party to pay broker's commission (ss.14.01): Seller

17.

18.

19. Additional Schedules or Riders (ss.17.08):

      See attached

                                   Schedule E

                                  RENT SCHEDULE

                           (to be attached separately)


                           INSERTS TO CONTRACT OF SALE
                         BETWEEN 30TH STREET ASSOCIATES,
                        AS SELLER, AND SL GREEN OPERATING
                         PARTNERSHIP, L.P., AS PURCHASER

1.    , together with all easements, rights of way, privileges, appurtenances
      and other rights, if any, pertaining to the Land or the Building (as
      hereinafter defined)

2.    all of Seller's rights, title and interest in and to

2A.   and

2B.   The personal property to be conveyed by Purchaser to Seller hereunder is
      all personal property owned by Seller, currently existing at the Building
      and used in operation of the Building (the "Personal Property").

3.    , or (b) by wire of immediately available federal funds, or (c)

4.    (or as Seller may otherwise direct in writing to Purchaser at least two
      (2) business days prior to the Closing)

5.    and all

6.    shall be

7.    Mandel & Resnik P.C.

8.    shall

9.    (or as Seller may otherwise direct in writing to Escrowee, with a copy to
      Purchaser, prior to the Closing)

10.   The parties acknowledge that Escrowee may be instructed to release and
      disburse certain funds from the Downpayment in accordance with the
      provisions of Section 22(b) hereof. All of Escrowee's rights and
      protections set forth in this Section 2.05 shall apply to the provisions
      of said Section 22(b).

11.   The insurance schedule attached hereto as Schedule "F"

12.   The payroll schedule attached hereto as Schedule "G"

13.   all of such employees are

13A.  except as otherwise expressly set forth in this contract.

14.   To the best of Seller's knowledge, no portion of the Premises is used for
      residential purposes.

15.   The

15A.  ss.5.03 Purchaser may, but shall not be obligated to, assume the
      obligations under any union agreements or other employment agreements for
      employees of Seller employed at the Premises, and further may, but shall
      not be obligated to, offer employment to and hire any or all employees
      covered by any such union agreements or other employment agreements. Upon
      Purchaser's written demand and simultaneous delivery of sufficient funds
      of Purchaser to do so, Seller shall cause to be paid any liquidated
      damages, penalty, additional compensation, accrued vacation and/or
      termination pay sought by a union pursuant to any union or other
      employment agreements, such amounts arising out of or as a consequence of
      Purchaser's failure to adopt and assume the union or employment agreements
      and/or to hire any or all of Seller's employees covered by such
      agreements. Purchaser shall and does hereby agree to indemnify, defend and
      hold Seller free and harmless from and against any and all liability,
      claims, actions, damages, judgments, penalties, costs and expenses,



      including reasonable attorneys' fees and disbursements, (i) accruing under
      or with respect to such union or other employment agreements on and after
      the date of the Closing concerning those of Seller's employees hired by
      Purchaser and/or (ii) arising out of a claim that Purchaser has failed to
      adopt and assume any of Seller's union or other employment agreements
      and/or has failed to offer employment to or employ any or all of the
      employees covered by such agreements. The provisions of this Section shall
      survive the Closing.

16.   Existing

17.   (which is defined to mean any tenancy in the Premises not arising out of a
      lease or sublease)

18.   [Intentionally Deleted]

19.   [Intentionally Deleted]

20.   or in any Lease.

21.   Except as otherwise expressly provided in this contract,

22.   Any

22A.  , on, or after

23.   For the sole purposes thereof, "material" shall be damage, destruction or
      condemnation, the estimated cost to repair or restore of which exceeds
      $250,000.00, in the aggregate.

23A.  Upon Purchaser's request, Seller shall terminate any existing Service
      Contract at or prior to the Closing provided that Purchaser pays all costs
      and penalties, if any, applicable to or resulting from the termination of
      any such Service Contract. Purchaser hereby agrees to indemnify and hold
      Seller harmless from and against any and all liability, claim, action,
      damage, judgment, penalty, cost and expense, including all reasonable
      attorneys' fees and disbursements, which may result from any such Service
      Contract termination(s). The provisions of this Section shall survive the
      Closing.

24.   in the insurance schedule attached hereto as Schedule "F"

24A.  Seller hereby represents that, with respect to the Premises, it is
      presently prosecuting real estate tax reduction proceedings for tax years
      1992-93 through 1998-99, inclusive. Seller shall be entitled to receive
      and retain any and all tax refunds applicable to any tax year (or portion
      thereof) applicable to any period prior to the date of the Closing and
      Seller shall promptly deliver Purchaser's pro-rata portion of such refund,
      if any, to Purchaser pursuant to Section 9.05 hereof (and if such tax
      refunds are received by Purchaser after the Closing, Purchaser agrees that
      it promptly shall deliver Seller's pro-rata portion of such refund to
      Seller pursuant to Section 9.05 hereof). In the event Seller receives any
      real estate tax refund with respect to tax year 1998-99, the proceeds
      thereof (net of all reasonable attorney, accountant and other professional
      fees and disbursements incurred by Seller in connection with obtaining
      such refund) shall be prorated, if applicable, as of the date of the
      Closing, and Seller promptly shall deliver Purchaser's pro- rata portion
      thereof to Purchaser (and if such tax refund is received by Purchaser
      after the Closing, Purchaser agrees that it promptly shall deliver
      Seller's pro-rata portion thereof to Seller). The provisions of this
      Section 9.05 shall survive the Closing.

25.   and an assignment of the Existing Leases in the form attached hereto as
      Exhibit "A".


                                      -2-


26.   and an assignment of said cash security deposits and all other security
      deposits being held by Seller, in the form attached hereto as Exhibit "A".
      To the extent that any of such security deposits are in the form of a
      letter of credit, at the Closing Seller shall deliver to Purchaser all
      instruments (duly executed and acknowledged) which are required to
[6~      transfer such letters of credit to Purchaser as the new beneficiary
      thereunder.

27.   information set forth in Schedule "E" attached hereto

28.   and all other defaults of which Seller is aware.

29.   in the form attached hereto as Exhibit "B"

29A.  contracts and

30.   ("in Seller's possession," for the purposes of this Section 10.10, being
      deemed to include items in the possession of Seller's managing agent or
      any other person or entity controlled by Seller)

31.   and all other exceptions (other than Permitted Exceptions).

31A.  A certification of non-foreign status, in form required by the Code
      Withholding Section, signed under penalty of perjury. Seller acknowledges
      that such certification will be retained by Purchaser and will be made
      available to the Internal Revenue Service upon request.

32.   in the form attached hereto as Exhibit "C",

33.   All consents, approvals, authorizations, resolutions and certificates
      required by Seller's limited partnership agreement and the agreements,
      by-laws and other documents and instruments of Seller's constituent
      partners, in respect of the transactions contemplated in this contract.
      Seller advised its partners of the sale of the Premises contemplated by
      this contract and, based solely on the number of "affirmative" written
      responses received by Seller, has received the requisite number of
      consents from its limited partners in order to enter into this contract
      and to sell the Premises as herein provided; however, such limited partner
      responses do not correctly refer to "30th Street Associates" as the name
      of Seller, but refer to "30th Street Associates Limited Partnership". If
      requested by Purchaser's title company at the Closing, Seller and/or the
      general partner of Seller will provide an affidavit to such title company
      which provides (i) that the limited partner responses refer to Seller
      (although misnamed), (ii) that there are no other partnerships relating to
      the Premises, of which Seller is aware, having similar names to Seller,
      (iii) that the limited partnership agreement has not been amended, (iv)
      that Murray Hill Properties VII is the general partner of Seller and (v)
      provides a current list of limited partners of Seller. Copies of all
      written limited partner responses received by Seller have been delivered
      to Purchaser, together with a copy of Seller's limited partnership
      agreement.

34.   (to the extent not paid by a wire transfer)

35.   in the form attached hereto as Exhibit "A".

36.   transferred

37.   (or as Seller may otherwise direct in the case of payments due Seller)

37A.  electricity or other utilities or services supplied to tenants

38.   (or as Seller may otherwise direct in writing to Purchaser prior to the
      Closing)


                                      -3-


39.   To the extent Seller is paid any Additional Rent after the Closing for the
      period on or after the Closing, Seller shall promptly pay same to
      Purchaser. Such obligation of Seller shall survive the Closing.

39A.  mortgage(s) currently of record against the Premises or such other
      mortgages, liens or judgments in specific liquidated amounts filed against
      the Premises after the date hereof, which shall have been created by the
      express actions of Seller (and not of any tenant) after the date hereof.
      Seller shall pay or discharge of record the following tax bill and/or lien
      filed against the Premises: open fire prevention charges under account
      identification numbers 41762, 41759 and 41727 which are due on March 28,
      1998 in the aggregate sum of $1,565.00. With respect to all other title
      objections raised by Purchaser, Seller shall not be obligated to spend
      more than $50,000.00, in the aggregate, to cure any of such objections.

40.   Purchaser's title free and clear of

40A.  except for those indemnities, if any, which specifically survive the
      Closing.

41.   At the Closing, Purchaser may assign this contract without Seller's
      consent to any affiliate of Purchaser controlled by Purchaser or to a
      third party, provided the assignee assumes in writing all of Purchaser's
      obligations under this contract. No such assignment shall release
      Purchaser from its obligations under this contract.

41A.  , except as to the provisions of paragraphs 6 and 14 of that certain
      letter of intent, dated December 30, 1997 (the "Letter of Intent").

41B.  Purchaser shall deliver to Escrowee the Downpayment in the amount of
      $500,000.00 upon the execution of this contract. The Downpayment (together
      with any supplemental Downpayment which may be delivered to Escrowee in
      accordance with Insert #47 to Schedule "D", item no. 7) shall, subject to
      collection, be held in escrow by the Escrowee pursuant to Section 2.05
      hereof.

42.   Existing

43.   Schedule "E" attached hereto

44.   provided none of the foregoing render title to the Premises uninsurable.

45.   (e) the state of facts shown on the survey of the Premises prepared by
      Earl B. Lovell, dated May 26, 1919 and last re-dated on November 7, 1989
      by Harwood-Goldberg P.C. and any additional facts an accurate survey, or
      an update thereof of the Premises may show, provided that such facts do
      not render title to the Premises uninsurable or unmarketable;

      (f) the Existing Leases;

      (g) All covenants, contracts, liens, restrictions, easements,
      encumbrances, reservations, consents, departmental reports and agreements
      and all other matters affecting the Premises of record as of the date
      hereof, provided that the same do not prevent the use of the Premises for
      office and retail purposes and do not prohibit the maintenance of the
      structure currently at the Premises (or that the title insurance company
      insuring Purchaser's title will insure that such existing structure may
      remain in its present location so long as same may stand);

      (h) Notes or notices of violations of law or municipal ordinances, orders
      or requirements noted in or issued by any governmental department having
      or asserting authority or jurisdiction as to lands, housing, buildings,
      fire, health,


                                      -4-


      labor or any other condition or matter at or affecting the Premises,
      whether or not of record, and any conditions which may give rise to a
      violation;

      (i) Party walls and party wall agreements, if any;

      (j) Variations among the record lines of the Premises and fences,
      driveways and shrubbery and/or between the legal description of the
      Premises herein and the tax map description;

      (k) Printed exceptions and exclusions to title and all other stipulations,
      provisions, requirements, terms and conditions set forth in the title
      report to be issued by Purchaser's title insurance company or otherwise
      contained in any form of policy approved by the New York State Department
      of Insurance; and

      (l) Any other lien, encumbrance, condition or matter of any nature
      whatsoever as to which Purchaser's title insurance company will insure
      against collection out of or enforcement against the Premises subject to
      the provisions of Insert #39A to Section 13.02 hereof and of Section 21(w)
      hereof.

46.   , or by wiring immediately available federal funds,

47.   on a date selected by Purchaser upon not less than five (5) business days'
      notice to Seller, such date to be not earlier than May 1, 1998 nor later
      than June 30, 1998; provided, however, that Purchaser may extend the date
      of the Closing to a date not later than July 31, 1998 if Purchaser, prior
      to June 22, 1998, notifies Seller of such election and, together with such
      written notice, deposits an additional Two Hundred Ten Thousand ($210,000)
      Dollars, as a supplemental Downpayment, with Escrowee, to be held by
      Escrowee in accordance with the provisions of Section 2.05 hereof.

48.   At Escrowee's office or, if Purchaser or an affiliate thereof is a real
      estate investment trust, at such other office as may be designated by
      Purchaser's underwriter or other source of Purchaser's financing.

48A.  Land: $1,575,000; Building: $1,458,000.

49.   $50,000.00, except as otherwise provided in Insert #39A to Section 13.02
      hereof.

                                      -5-



                        RIDER ANNEXED TO CONTRACT OF SALE
                         BETWEEN 30TH STREET ASSOCIATES,
                        AS SELLER, AND SL GREEN OPERATING
                         PARTNERSHIP, L.P., AS PURCHASER

18.   Conflict.

      In the event of any conflict or inconsistency between the printed
      provisions of this contract (the "Contract") and the provisions contained
      in this Rider, the provisions of this Rider shall govern.

19.   Other Properties; Conditions of Closing.

      (a) Purchaser is also negotiating to purchase the property located at 440
      Ninth Avenue, New York, New York (the "Ninth Avenue Property") from Ninth
      Avenue Associates ("Ninth Associates") and the property located at 116
      Nassau Street, Brooklyn, New York (the "Nassau Street Property") from
      Nassau Street Partners ("Nassau Partners"). The Premises herein, together
      with the Ninth Avenue Property and the Nassau Street Property, are
      hereinafter collectively referred to as the "Properties" and Seller,
      together with Ninth Associates and Nassau Partners, are hereinafter
      collectively referred to as the "Sellers". Purchaser's obligation to enter
      into a contract in respect of any one of the Properties shall be
      conditioned upon the Sellers tendering a contract for each of the other
      Properties. The Sellers' obligation to enter into a contract in respect of
      any one of the Properties shall be conditioned upon Purchaser's execution
      of contracts for all of the Properties. In no event shall either party be
      bound to this Contract for the Premises until contracts for the other two
      Properties have been executed and delivered by the other party.

      (b) As a condition precedent to the closing of title under this Contract,
      this Contract must close simultaneously with the closings of title between
      (i) Purchaser and Ninth Associates with respect to the Ninth Avenue
      Property and (ii) Purchaser and Nassau Partners with respect to the Nassau
      Street Property. Purchaser acknowledges that if Ninth Associates is unable
      to sell the Ninth Avenue Property or Nassau Partners is unable to sell the
      Nassau Street Property (for reasons other than a wilful default by such
      selling partnership) or if Purchaser chooses not to purchase any of the
      Properties, Seller shall not be obligated to sell the Premises to
      Purchaser pursuant to this Contract or otherwise. Purchaser further
      acknowledges that a default or breach by Purchaser of any of its
      obligations or undertakings as set forth in this Contract or in either of
      the contracts relating to the Ninth Avenue Property or the Nassau Street
      Property shall be deemed a default or breach of its obligations and
      undertakings as set forth in all three of said contracts.

20.   Purchase Price and Payment.

      (a) The purchase price (the "Purchase Price") for the Premises shall be
      TEN MILLION FIVE HUNDRED THOUSAND and No/100 DOLLARS ($10,500,000.00). It
      is expressly acknowledged and agreed that the payment of the Purchase
      Price and the Closing hereunder is not contingent or conditioned upon
      Purchaser obtaining financing from any source.

      (b) The Purchase Price shall be paid by Purchaser to Seller as follows:

            (i)   FIVE HUNDRED THOUSAND and No/100 DOLLARS ($500,000.00) (the
                  "Downpayment") upon the execution and delivery of this
                  Contract, by check drawn on or by a bank which is a member of
                  the New



                  York Clearinghouse Association, subject to collection, payable
                  on its face to the order of Escrowee (as defined herein), or
                  by wire transfer at Purchaser's option in accordance with
                  Escrowee's wiring instructions, to be held in escrow pursuant
                  to Section 2.05 hereof. The Downpayment shall be
                  non-refundable to Purchaser unless the sale of the Premises
                  pursuant to this Contract does not close for any reason other
                  than Purchaser's default; and

         (ii)     TEN MILLION and No/100 DOLLARS ($10,000,000.00) at the
                  Closing, plus or minus adjustments or credits as hereinafter
                  provided.

21. Additional Representations and Warranties of Seller.

      (a)   Seller represents and warrants to Purchaser as follows:

      Schedule "E" attached hereto accurately sets forth (a) all agreements in
      force on the date hereof for the use, lease or occupancy of space in or at
      the Building (whether or not the terms hereof have commenced) to which
      Seller, its affiliates or designees are a party or are bound as landlord
      or to which any part of the Building is subject, (b) all subleases in
      force on the date hereof for the use, lease or occupancy of space in or at
      the Building (whether or not the terms thereof have commenced) to which
      any tenant under an Existing Lease is a party or is bound as sublandlord,
      and (c) all other tenancies or subtenancies in the Premises not arising
      out of the agreements or the subleases referred to in clauses (a) and (b)
      above, affecting the Premises on the date hereof (the agreements and
      subleases referred to in said clauses (a) and (b), together with all
      amendments and modifications thereof, and all of the tenancies and
      subtenancies referred to in clause (c) above are collectively referred to
      as the "Existing Leases," and all tenants, subtenants or other occupants
      of space pursuant to an Existing Lease are hereinafter collectively
      referred to as "Existing Tenant(s)". Seller is not a party to any sublease
      for the use, lease or occupancy of space in or at the Building (whether or
      not the term thereof has commenced). The data set forth on said Schedule
      "E" with respect to each Existing Lease includes an accurate statement of
      the name of each Existing Tenant, the space demised, the lease, sublease
      or tenancy expiration date, the security deposits and the base annual rent
      and additional rent currently payable. To the best of Seller's knowledge,
      no person or entity has or claims any right to possess the Premises or any
      part thereof except for the Existing Tenants shown in said Schedule "E".
      True and complete copies of all the Existing Leases and all guaranties and
      other documents, agreements and instruments relating thereto have been
      delivered to Purchaser but, for purposes of this Contract, Purchaser may
      rely on the data set forth in said Schedule "E". Except as otherwise set
      forth in said Schedule "E" or in the Existing Leases, to be best of
      Seller's knowledge:

            (i)   each of the Existing Leases is in effect and has not expired
                  or been terminated; Seller has neither given nor received any
                  notice of default with respect to any Existing Lease that
                  remains uncured; to the best knowledge of Seller, neither
                  Seller, nor any of the other parties thereto are in default of
                  any of their obligations under any of the Existing Leases; and
                  none of the Existing Leases has been modified, amended or
                  extended;

            (ii)  to the best of Seller's knowledge, all Existing Tenants are in
                  possession of the spaces leased by them;

            (iii) the rents and any Additional Rents reserved under each of the
                  Existing Leases and shown in said


                                      -2-


                  Schedule "E" are legal rents and no claim to the contrary has
                  been asserted by any Existing Tenant, and the rents and
                  Additional Rents shown on said Schedule "E" are actually being
                  paid by the Existing Tenants, and there are no arrearages in
                  excess of one (1) month of any base, minimum or fixed rent (as
                  opposed to any Additional Rent);

            (iv)  no Existing Tenant has paid rent for more than one (1) month
                  in advance;

            (v)   no Existing Tenant has claims or is entitled to free rent,
                  rent concessions, rebates or rent abatements;

            (vi)  no Existing Tenant claims or is entitled to any set-offs or
                  offsets against rent;

            (vii) no Existing Tenant occupies any space rent free;

           (viii) no space has been rented furnished;

            (ix)  all work previously required to be performed by the landlord
                  under the Existing Leases or otherwise has been completed and
                  fully paid for;

            (x)   no Existing Tenant is contesting its pro-rata share of taxes,
                  operating expenses or maintenance increases shown in said
                  Schedule "E" or their obligations to pay cost-of-living
                  increases or any other Additional Rent as required by its
                  Existing Lease;

            (xi)  except pursuant to an assignment of leases and rents granted
                  by Seller to its fee mortgagee, Seller has assigned none of
                  its rights under the Existing Leases;

            (xii) no Existing Tenant has an option to renew its lease not
                  provided in its Existing Lease and no other party has any
                  option, right of first refusal or other preferential right to
                  purchase the Premises or any part thereof;

           (xiii) no action or proceeding instituted against Seller by any
                  Existing Tenant, or by any Existing Tenant against Seller, is
                  presently pending in any court or other judicial or
                  administrative venue, nor has Seller received any written
                  notices or demands with respect thereto;

            (xiv) no representation or covenant has been made by Seller to any
                  Existing Tenant except as incorporated in its Existing Lease
                  and all representations made by Seller in the Existing Leases
                  and in all other documents, agreements and instruments
                  relating thereto are true and correct in all material
                  respects;
[6~
            (xv)  no Existing Lease allows the space demised thereunder to be
                  leased or otherwise used for any purpose which is prohibited
                  by a restrictive covenant contained in any other Existing
                  Lease;

            (xvi) any consents or notices required to be obtained or given under
                  the terms of any Existing Lease in connection with this
                  transaction have been obtained or given, as the case may be;

           (xvii) there are no security deposits other than those set forth in
                  said Schedule "E"; and


                                      -3-


          (xviii) there are no outstanding obligations of Seller with respect
                  to any space previously leased or otherwise occupied by an
                  Existing Tenant at a location other than at the Building.

      (b) Annexed hereto as Schedule "H" and made a part hereof is a list of all
      service, maintenance and supply contracts (collectively, "Service
      Contracts") relating to the Premises and all deposits of Seller held by
      utility companies and other persons and entities who supply goods or
      services in connection with the operation of the Property, and the
      information set forth therein is accurate as of the date hereof. If Seller
      has delivered a notice of termination to the vendor under any Service
      Contract pursuant to Section 9.02 hereof, Seller, at the Closing, shall
      deliver a copy of such notice to Purchaser.

      (c) With respect to any contracts referred to in Schedule "G" (payroll
      schedule) or Schedule "H", if there are any pending negotiations with any
      union or Service Contract holder which may involve retroactive increases
      in pay or rates, Seller agrees to reimburse Purchaser for the amount
      thereof with respect to any period through the date of the Closing, even
      though the increases may be effected after the date of the Closing.

      (d) To the best knowledge of Seller: (i) the use being made of the
      Premises at present is in conformity with the certificate of occupancy
      issued for the Premises; (ii) all required certificates and permits of
      such type, including, without limitation, underwriters certificates
      relating to electrical work, and all other building, housing, safety, fire
      and health certificates, approvals and permits have been issued, are in
      full force and effect and (except as otherwise indicated thereon) are
      transferable with the Premises or to Purchaser without payment; (iii) the
      Premises and the present use and condition thereof do not violate any deed
      restrictions, zoning or subdivision regulations, or urban redevelopment
      plans applicable to the Premises, as modified by any duly issued
      variances; and (iv) no action or proceeding relating to the foregoing is
      pending or threatened with respect to the Premises.

      (e) To the extent that an assessment that is payable in installments
      becomes a lien on the Premises on or before the Closing, the assessment
      shall be adjusted based upon the period covered thereby or, if no period
      is specified, upon the due date thereof.

      (f) All brokerage commissions payable by reason of the Existing Leases
      and/or renewals, elections not to terminate, extensions of Existing Leases
      or options to lease additional space or otherwise with respect to leasing
      transactions have been fully paid or will be paid when due by Seller,
      except only that (i) any brokerage commissions payable by reason of New
      Leases (as defined in Article 22 hereof) permitted pursuant to Article 22
      hereof, which are made or entered into on or after the date of this
      Contract, shall be apportioned between the parties based upon the rent
      collectible by each party and shall be payable by Purchaser and (ii)
      Seller and Purchaser shall apportion any brokerage commissions payable by
      reason of renewals or extensions of Existing Leases or options to lease
      additional space exercised after the Closing pursuant to the applicable
      Existing Lease provisions based upon the period commencing on the rent
      commencement date of any such renewal or extension and ending on the
      expiration date of any such renewal or extension. From and after the date
      hereof until the Closing, Purchaser shall be the sole leasing broker for
      the Premises (except as otherwise provided in Sections 22(b) and 22(d)
      hereof) and shall have the right to charge leasing commissions at standard
      industry rates.


                                      -4-


      (g) To the best of Seller's knowledge, all construction reimbursements,
      tenant improvement allowances and similar payments to be made by the
      landlord under the Existing Leases have been paid in full or will be paid
      in full prior to the Closing.

      (h) To the best of Seller's knowledge, the description of the Personal
      Property is accurate as of the date hereof and will be accurate as of the
      date of the Closing, subject to disposal and/or replacement of such
      property in the ordinary course of business.

      (i) There is no litigation pending or, to the best knowledge of Seller,
      threatened against Seller, the Premises or the transactions contemplated
      by this Contract. To the best of Seller's knowledge, there is no
      proceeding (zoning or otherwise) or governmental investigation pending or
      threatened against or relating to Seller, the Premises or the transactions
      contemplated by this Contract, nor, to the best knowledge of Seller, is
      there any basis for such action.

      (j) Seller has not received written notice of any default or breach by
      Seller under any of the covenants, conditions, restrictions, rights of way
      or easements affecting the Premises or any portion thereof; to the best
      knowledge of Seller, no such default or breach now exists; and, to the
      best knowledge of Seller, no event has occurred and is continuing which
      with notice and/or the passage of time would constitute a default
      thereunder.

      (k) No work has been performed or is in progress at, and no materials have
      been furnished to, the Premises or any portion thereof for which Seller is
      responsible and which, though not at present the subject of, might give
      rise to, mechanic's, materialmen's or other liens against the Premises or
      any portion thereof.

      (l) To the best knowledge of Seller, there are no outstanding requirements
      or recommendations by any insurance company that issued a policy with
      respect to the Premises or any part thereof, or by any Board of Fire
      Underwriters or other body exercising similar functions, requiring or
      recommending any repairs or work to be done on or to the Premises.

      (m) This Contract has been duly and validly authorized, executed and
      delivered by Seller and Seller has full power and authority to consummate
      the transactions contemplated hereby, and the Closing will not constitute
      a breach or violation of any contract or instrument to which Seller is a
      party, or by which it or any of its assets are subject or bound, or any
      judgment, order, writ, injunction or decree issued against or imposed upon
      it, or will result in a violation of any applicable law, order, rule or
      regulation of any governmental authority.

      (n) No person or entity has an option, right of first refusal or other
      preferential right to purchase the Premises or any part thereof.

      (o) No Existing Tenant has executed or delivered to Seller any promissory
      notes or other instruments pursuant to which an Existing Tenant is
      indebted to its landlord, and Seller does not own and is not holding any
      such notes or other instruments.

      (p) True and complete copies of all Service Contracts and any and all
      other instruments, documents and agreements recited in this Contract
      (other than documents to be executed and delivered at the Closing), and
      all amendments to all of the foregoing, have been delivered to Purchaser.


                                      -5-


      (q) Seller (i) is a New York limited partnership validly existing in the
      State of New York, (ii) owns the fee interest in the Premises and (iii)
      has good and marketable title to the Personal Property.

      (r) To the best of Seller's knowledge, no fact or condition exists which
      would result in the termination or impairment of access to the Premises or
      the discontinuation of necessary sewer, water, electric, gas, telephone or
      other utilities or services to the Premises.

      (s) To the best of Seller's knowledge, Seller has filed with all of the
      applicable governmental authorities having jurisdiction over the Premises,
      all statements, affidavits, documents and other instruments with respect
      to the Premises and the operation and use thereof that are required to be
      filed by applicable laws, rules, regulations, and ordinances.

      (t) No air rights or development rights appurtenant to the Premises have
      been conveyed, transferred, granted or licensed to any third party.

      (u) To the best of Seller's knowledge, neither Seller, nor to Seller's
      knowledge, any other person has ever caused or permitted any Hazardous
      Substance (hereinafter defined) to be placed, located, spilled or
      otherwise disposed of on under or at the Premises or any part thereof in
      violation of any Environmental Laws (hereinafter defined), excluding
      materials used in the maintenance and operation of the Premises, such as
      cleaning materials. There is not now pending, nor has Seller received any
      notice of any threatened, investigation, action or proceeding against
      Seller or the Premises seeking to enforce any right or remedy under any
      Environmental Laws. "Hazardous Substance" shall mean any material or
      substance governed or regulated or defined under any local, state or
      Federal law, rule ordinance, code, regulation, order or decree regulating,
      relating to or imposing liability or standards of conduct with regard to
      hazardous, toxic or dangerous waste, substances or materials or regulating
      or governing air or water quality, the environment or environmental,
      health safety or hygiene ("Environmental Laws").

      (v) All of the representations, warranties and agreements set forth in
      Article 4 hereof and elsewhere in this Contract, all Exhibits and
      Schedules annexed hereto, or in any letter or certificate furnished to
      Purchaser pursuant hereto, each of which is incorporated herein by
      reference and made a part hereof, shall be true upon the execution of this
      Contract and shall be deemed repeated on and as of the date of the
      Closing. No such representation or warranty shall omit to state a material
      fact necessary to make the statements contained therein not misleading.
      From time to time between the date of this Contract and the Closing, to
      the extent that any of Seller's representations or warranties set forth in
      this Contract changes or becomes inaccurate, Seller shall so notify
      Purchaser.

      (w) Without limiting any of the rights of Purchaser elsewhere provided for
      in this Contract, it is agreed that the obligation of Purchaser to close
      under this Contract is conditioned upon, and shall be subject to, the
      accuracy, truthfulness and completeness of all of Seller's representations
      and warranties in all material respects, and the due compliance by Seller
      of all of its agreements set forth in Article 4 hereof and elsewhere in
      this Contract. If, at the Closing, any of Seller's representations or
      warranties are determined to be inaccurate, untrue or incomplete in any
      material respect, then Purchaser may elect to terminate this Contract by
      notice given to Seller in addition to any other remedy specifically
      provided herein. If this Contract is so terminated, Seller shall promptly
      cause the Downpayment to be refunded to Purchaser, with all interest
      earned thereon, and


                                      -6-


      Seller shall promptly pay the cost of any survey obtained. Upon such
      refund and payment, this Contract shall terminate and neither party to
      this Contract shall have any further rights or obligations hereunder other
      than any arising under Article 14 hereof. Notwithstanding anything to the
      contrary contained in the preceding sentence, if on the date scheduled for
      Closing any of Seller's representations or warranties are determined to be
      inaccurate, untrue or incomplete in any material respect, Seller shall
      have the same sixty (60) days (as opposed to an additional sixty (60)
      days, as provided in Section 13.01 hereof), to adjourn the Closing to
      correct the underlying facts of the representations or warranties in
      question. For the purposes of this Section, if, at the Closing, any of
      Seller's representations or warranties are inaccurate, untrue or
      incomplete in any respect, and the resulting cost, expense and/or damages
      that Purchaser may incur, pay or be liable for as a result of such
      inaccuracy, untruthfulness or incompleteness is reasonably determinable
      and quantifiable at the Closing and is, at the Closing determined to be,
      and quantified at, $25,000.00 or less in the aggregate, then such
      inaccuracy, untruthfulness or incompleteness shall be deemed not material.
      If such quantified amount in the aggregate is greater than $25,000.00 but
      less than $50,000.00, and any such inaccurate, untrue or incomplete
      representation or warranty of Seller can be made accurate, true or
      complete with the payment of money on or prior to the Closing, Seller
      shall be obligated to spend such amount in order to correct or complete
      such representatation and/or warranty on or prior to the Closing. Any
      amount incurred by Seller in connection with the foregoing curative action
      shall be deducted from and reduce the $50,000.00 Maximum Expense of Seller
      set forth in Schedule "D", item no. 14. Under no circumstances shall
      Seller be obligated to spend more than $50,000.00, in the aggregate, to
      cure any matter(s) set forth in this Contract and/or relating to the
      Premises (except as otherwise specifically provided in Insert #39A to
      Section 13.02 hereof and in Section 22(c) hereof), whether before, on or
      after the date of the Closing.

      In connection with the foregoing, at the Closing, Seller shall deposit
      (from the proceeds of the Purchase Price) the sum of $50,000.00 less any
      amount incurred by Seller in reduction of the $50,000.00 Maximum Expense
      set forth in Schedule "D", item no. 14 (the "Rep/Warranty Reserve"), in
      escrow with Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.C.
      ("GTHLR&Q") in order to secure Seller's obligations to cure or correct, on
      or after the Closing, any inaccurate, untrue or incomplete material
      representation or warranty of Seller (which is specifically provided in
      Article 26 hereof to survive the Closing and for the specific survival
      period therein provided), as expressly set forth above in this Section
      21(w). The Rep/Warranty Reserve shall be held in one or more
      interest-bearing escrow accounts of GTHLR&Q for a period commencing on the
      date of the Closing and expiring on the earlier to occur of (i) six (6)
      months after the date of the Closing or (ii) December 15, 1998 ("Reserve
      Period I"). Proceeds from the Rep/Warranty Reserve shall be released by
      GTHLR&Q and used by Seller, following Seller's and Purchaser's written
      direction to GTHLR&Q, for the foregoing purposes. At the expiration of
      Reserve Period I, GTHLR&Q shall notify Seller and Purchaser in writing of
      GTHLR&Q's intention to release the unapplied balance of the Rep/Warranty
      Reserve to Seller; if Purchaser does not object to such release in writing
      to GTHLR&Q within five (5) business days after receipt of such notice from
      GTHLR&Q, GTHLR&Q shall release the proceeds of such Rep/Warranty Reserve
      (or that portion thereof not contested by Purchaser) to Seller. All
      interest earned on the Rep/Warranty Reserve shall be paid to Seller.

      Notwithstanding any provision in this Contract to the contrary, (i) the
      foregoing provisions of this Section 21(w) shall not affect or extend any
      of the survival periods, if


                                      -7-


      any, set forth in Article 26 hereof (and shall not create any survival
      period not set forth in said Article 26) and (ii) the Rep/Warranty Reserve
      shall not be used to cure, satisfy or address any matter relating to "Rent
      Claims" or other matters covered by the "Rent Reserve" in accordance with
      Section 22(c) hereof unless, and to the extent that, a Rent Claim relates
      specifically to an Article 21 representation or warranty which relates
      specifically to the substance of such Rent Claim. The provisions of this
      Section 21(w) shall survive the Closing.

      GTHLR&Q shall be afforded the same protections of Escrowee provided in
      Section 2.05 hereof with respect to the Rep/Warranty Reserve.

22.   Seller's Obligations Under Leases

      (a) Attached hereto as Schedule "M" are the leasing criteria for new
      leases (the "Leasing Criteria"), acceptable to Seller and Purchaser. All
      such leases entered into between the date of this Contract and the Closing
      by Seller, as landlord, are herein referred to as the "New Leases", except
      that Seller's right to enter into New Leases is subject to Section 22(b)
      hereof. Within two (2) business days after Seller enters into a New Lease,
      or immediately prior to the Closing (if the New Lease is entered into
      within two (2) business days prior to the Closing), Seller shall deliver
      to Purchaser an updated Schedule "E" setting forth, with respect to each
      New Lease, all of the information provided for in said Schedule "E". For
      the purposes of the representations, warranties, covenants and conditions
      set forth in this Contract, immediately upon Seller's entering into a New
      Lease, such New Lease shall be deemed an Existing Lease, except that all
      of the representations and warranties that are made as of the date of this
      Contract shall be deemed to have been made as of the date of the New
      Lease. (For the purposes of this Contract, the Existing Leases and all New
      Leases, if any, are herein referred to, collectively, as the "Leases.") In
      addition, from time to time between the date of this Contract and the
      Closing, to the extent that any of the information set forth in the said
      Schedule "E" changes with respect to an Existing Lease or a New Lease, or
      if any of the representations or warranties set forth in this Contract
      with respect to a Lease changes or becomes inaccurate, Seller shall so
      notify Purchaser.

      (b) If Purchaser wishes to enter into a New Lease prior to the Closing, it
      has the authority to enter into such lease as authorized leasing agent of
      Seller provided the Leasing Criteria is satisfied in all material respects
      with respect to such New Lease. Notwithstanding anything to the contrary
      set forth in this Contract, if Seller wishes to enter into a New Lease
      prior to the Closing, Seller shall notify Purchaser of same in writing.
      Within three (3) business days after receipt of Seller's written notice of
      such proposed New Lease (which notice shall set forth the name and address
      of the proposed Tenant, the terms of such New Lease and the New Lease
      Expenses (as hereinafter defined)), Purchaser shall advise Seller in
      writing whether it consents to such New Lease. Purchaser shall have the
      right to reject such New Lease if the Leasing Criteria is not satisfied in
      Purchaser's reasonable judgment. If Purchaser rejects a New Lease pursuant
      to which the Leasing Criteria has been satisfied in Seller's reasonable
      judgment, then, at the Closing, Purchaser shall pay to Seller all rental
      and other income which Seller would have been entitled to receive pursuant
      to such New Lease (from the rent commencement date of the New Lease until
      the date of the Closing) as if such New Lease had been executed and
      delivered by Seller and the proposed Tenant.

      Notwithstanding anything to the contrary set forth in this Contract, from
      and after the date hereof, Purchaser shall be


                                      -8-


      solely responsible for, and shall be the exclusive leasing agent with
      respect to, any New Leases (other than New Leases with those existing or
      potential tenants identified in subsection (d) of this Section 22 with
      whom such leases are under discussion or negotiation by Seller's agents
      and representatives) and may, without the consent of Seller, enter into
      any New Leases and brokerage commission agreements (which shall expressly
      provide that such brokers shall look only to the landlord with respect to
      payment of such commissions) provided the Leasing Criteria is met in all
      material respects.

      A New Lease, where applicable, may require the landlord to pay outside
      real estate brokerage commissions and the cost of tenant improvements
      ("New Lease Expenses"). All New Lease Expenses shall be funded from the
      three (3) Downpayments, to the extent available, delivered on this date
      (and as may be supplemented at a future date in accordance with Insert #47
      to Schedule "D", item no. 7) to Mandel & Resnik P.C. ("Escrowee") in
      connection with this Contract, the contract with respect to the Ninth
      Avenue Property and the contract with respect to the Nassau Street
      Property (collectively, the "Combined Downpayment"). As funds are required
      to be paid for New Lease Expenses prior to the Closing, such funds shall
      be disbursed from the Combined Downpayment pursuant to specific written
      instructions signed and delivered from both Purchaser and Seller to
      Escrowee, and such parties hereby authorize Escrowee to release and
      disburse any portion of the Combined Downpayment in accordance with such
      instructions.

      At the Closing, all New Lease Expenses shall be assumed by Purchaser and
      any amount disbursed from the Combined Downpayment in connection therewith
      shall be added to the balance of the Purchase Price payable by Purchaser
      at the Closing. If the Closing does not occur due to a default by
      Purchaser, Purchaser shall pay to Seller (not later than ten (10) days
      after the scheduled date of the Closing) the amount of any New Lease
      Expenses disbursed from the Combined Downpayment, and such amount shall be
      deemed to be part of the liquidated damages due to Seller pursuant to
      Article 2 hereof. If the Closing does not occur due to any reason other
      than Purchaser's default hereunder, Seller shall deliver to Escrowee (not
      later than ten (10) days after the scheduled date of the Closing) a sum
      equal to the amount disbursed from the Combined Downpayment on account of
      New Lease Expenses. It is the intention of Purchaser and Seller that, on
      the date of the Closing, the entire Combined Downpayment shall equal
      (exclusive of interest earned) the aggregate amount originally delivered
      (and any amounts subsequently delivered in accordance with Insert #47 to
      Schedule "D", item no. 7) by Purchaser to Escrowee in connection with this
      Contract and the contracts relating to the Ninth Avenue Property and the
      Nassau Street Property.

      (c) Notwithstanding anything to the contrary set forth in this Contract,
      Seller shall be responsible for any and all quantifiable overcharges or
      other quantifiable unperformed or improperly performed obligations of
      Seller, as landlord, with respect to rent, rent rebates, additional rent,
      rent adjustments, rent concessions, offsets or setoffs, escalations,
      services, utilities or other improper charges or unperformed or improperly
      performed obligations to tenants at the Premises claimed or asserted by
      such tenants if such claims or assertions (i) after investigation by
      Purchaser and Seller, are verified (and any amounts payable are
      quantified, and such amounts are determined to be payable in accordance
      with the applicable leases) by both Purchaser and Seller, in writing, in
      their reasonable judgment, (ii) are made by such tenants prior to December
      15, 1998 and (iii) relate to any period prior to the date of the Closing
      (collectively, "Rent Claims"). In connection therewith, Seller shall
      deposit the sum of $25,000.00 (the "Rent Reserve") with GTHLR&Q at the
      Closing to secure Seller's obligations to pay and be


                                      -9-


      responsible for approved Rent Claims which shall have resulted or will
      result in any rent rebates, rent adjustments, rent concessions, offsets or
      setoffs by landlord in favor of tenants at the Premises after the date of
      the Closing. The Rent Reserve shall be held in one or more
      interest-bearing escrow accounts of GTHLR&Q for the period coterminous
      with Reserve Period I ("Reserve Period II"), to be used or needed to pay
      Purchaser or any tenants for such approved Rent Claims. At the expiration
      of Reserve Period II, GTHLR&Q shall notify Seller and Purchaser in writing
      of GTHLR&Q's intention to release the unapplied balance of the
      Rep/Warranty Reserve to Seller; if Purchaser does not object to such
      release in writing to GTHLR&Q within five (5) business days after receipt
      of such notice from GTHLR&Q, GTHLR&Q shall release the proceeds of such
      Rent Reserve (or that portion thereof not contested by Purchaser) to
      Seller. All interest earned on the Rent Reserve shall be paid to Seller.

      GTHLR&Q shall be afforded the same protections of Escrowee provided in
      Section 2.05 hereof with respect to the Rent Reserve.

      (d) There are pending leasing matters at the Premises between Seller's
      agents and representatives and the following existing or potential
      tenants: (i) Color by Pergament, Inc.; (ii) EWC, Inc.; (iii) Environmental
      Construction Outfitters; (iv) Christopher J. Wojtkiewicz; and (v) Paul
      Novack.

      (e) The provisions of this Article 22 shall survive the Closing.

23.   Additional Covenants of Seller.

      (a) Seller shall provide or cause to be provided all such services with
      respect to the Premises and the tenants that are now required to be
      provided or currently are being provided.

      (b) Seller shall maintain and keep the Premises, including mechanical
      equipment of every kind used in the operation thereof, in a condition at
      least as good as its present condition so that the same shall be in a
      condition at least as good as its present condition on the date of the
      Closing, reasonable wear and tear excepted, and Seller shall not enter
      into any contracts, agreements or arrangement, including Service
      Contracts, or extend or modify any existing contracts, agreements or
      arrangements, including Service Contracts, which may affect the Premises
      in any manner whatsoever (other than with respect to New Leases as herein
      provided), without Purchaser's prior consent.

      (c) No Personal Property included in this sale shall be removed from the
      Premises unless the same are replaced with similar items of at least equal
      quality prior to the Closing.

      (d) If the landlord under any Lease or Tenancy has an obligation, whether
      accrued or contingent, to reimburse the tenant under such Lease or
      Tenancy, whether by way of payment or rent credit, for any expenses
      incurred by such tenant, Seller shall pay to Purchaser an amount equal to
      such payment or credit for reimbursable expenses at the Closing, provided
      such expenses were or are to be incurred by such tenant prior to or after
      the date of the Closing. Prior to the Closing, Seller shall perform and
      comply with all obligations and provisions to be performed and complied
      with by the tenant under any take-over leases entered into in connection
      with the leasing of the Premises, and Seller shall indemnify Purchaser
      against and hold Purchaser harmless from all losses, damages, liabilities
      and expenses (including, without limitation, reasonable attorneys' fees
      and disbursements) suffered or incurred by Purchaser as a result of
      Seller's failure to perform and comply with such obligations and
      provisions.


                                      -10-


      (e) Prior to the Closing, Seller shall make all books and records
      (including tenant files) relating to the ownership and operation of the
      Premises available to Purchaser and its accountants, attorneys and other
      representatives, and, upon reasonable prior notice at reasonable times,
      shall permit Purchaser's accountants, attorneys and other representatives
      to examine, audit and make copies of the same, at Purchaser's sole cost
      and expense. Prior to the Closing, Seller shall cooperate with Purchaser's
      accountants, attorneys and other representatives, shall allow such persons
      to make extracts from the aforesaid books and records and shall respond
      fully and candidly to inquiries made by such accountants, attorneys and
      other representatives.

      (f) After the date hereof, Seller shall request that, at the Closing, the
      holder of Seller's mortgage note and mortgage, upon receipt of full
      pay-off proceeds, assign such documents to Purchaser's designee. Seller
      agrees to reasonably cooperate with Purchaser and such lender in
      connection with the foregoing.

24.   Failure of Seller to Perform

      Except for a willful default by Seller, if Seller is unable for any reason
      to satisfy the conditions to Closing set forth herein, the sole remedy of
      Purchaser hereunder shall be the return of the Downpayment and the payment
      by Seller to Purchaser of the "net cost of title examination" and the cost
      of updating the survey for the Premises, Purchaser hereby waiving any
      right or claim for damages or specific performance and the right to file a
      lis pendens against the Premises. If Purchaser believes that any of the
      Sellers has wilfully defaulted under any of the three contracts described
      in Article 19 hereof and if Purchaser elects to commence an action against
      such selling partnership for specific performance with respect to the
      particular contract executed by such selling partnership, Purchaser must
      commence such action, and diligently prosecute the same, against all three
      of the Sellers with respect to all three of the Properties in one
      consolidated proceeding. If Purchaser discontinues such action at any
      time, Purchaser must release all three of the Sellers and their respective
      Properties, with prejudice, therefrom.

25.   Notices

      Except as otherwise expressly permitted in this Contract, all notices,
      demands, approvals, consents, requests and other communications which
      under the terms of this Contract, or under any statute, must or may be
      given or made by the parties hereto, must be in writing, and must be made
      either (i) by depositing such notice in the registered or certified mail
      of the United States of America, return receipt requested, or (ii) by
      delivering such notice by a commercial courier, which courier provides for
      delivery with receipt guaranteed, or (iii) by hand delivery, addressed to
      each party as follows:

      If to Purchaser:        at the address set forth on the
                              first page of this Contract,
                              Attention:  Benjamin P. Feldman, Esq.

      With a copy to:         Greenberg Traurig Hoffman Lipoff
                              Rosen & Quentel, P.C.
                              Attention: Paul R. Alter, Esq.
                              200 Park Avenue
                              New York, New York 10166

      If to Seller:           at the address set forth on the
                              first page of this Contract,
                              Attention: Mr. Michael Green


                                      -11-


      With a copy to:         Mandel & Resnik P.C.
                              Attention:  Barry H. Mandel, Esq.
                              220 East 42nd Street - 20th Floor
                              New York, New York 10017

      If to Escrowee:         Mandel & Resnik P.C.
                              Attention: Barry H. Mandel, Esq.
                              220 East 42nd Street - 20th Floor
                              New York, New York 10017

      All notices, demands, approvals, consents, requests and other
      communications shall be deemed to have been delivered (i) if mailed as
      provided for in this Article, on the date which is three (3) business days
      after mailing or (ii) if sent by commercial courier, on the date which is
      one (1) business day after dispatching, or (iii) if sent by hand delivery,
      on the date of such delivery or refusal to accept same. Either party may
      designate by notice in writing given in the manner herein specified a new
      or other address to which such notice, demand, approval, consent, request
      or other communication shall thereafter be so given or made. A notice
      given by counsel for Seller or Purchaser shall be deemed a valid notice if
      addressed and sent in accordance with the provisions of this Article.

26.   Survival.

      Except as otherwise provided in this Contract, no representations,
      warranties, covenants or other obligations of Seller set forth in this
      Contract shall survive the Closing, and no action based thereon shall be
      commenced after the Closing. The representations, warranties, covenants
      and other obligations of Seller set forth in Sections 6.01, 6.02, 21(a)
      and 21(k) hereof shall survive the Closing for ninety (90) days, and no
      action based thereon shall be commenced after the last day of such ninety
      (90) day period. Notwithstanding anything contained in this Contract to be
      contrary, (i) the covenants and obligations of Seller set forth in
      Sections 9.05, 12.03, 14.01, 21(c), 21(f), 21(g) and 23(d) hereof shall
      survive the Closing indefinitely, subject to applicable statutes of
      limitation, and (ii) with respect to Section 21(k) hereof, the survival of
      Seller's representation for 90 days shall be limited to any liens filed or
      to be filed against the Premises resulting from work caused to be
      performed by Seller (and for which no tenant is responsible).

27.   Miscellaneous Provisions.

      (a) Supplementing Section 17.06 hereof, the submission of this Contract
      for examination shall not bind Seller in any manner or be construed as an
      offer to sell, and no contract or obligation of Seller or Purchaser shall
      arise until this instrument is executed and delivered by both Seller and
      Purchaser and the Downpayment has been received and collected by Escrowee.

      (b) At or prior to the Closing, Seller shall deliver an estoppel
      certificate (in the form annexed hereto as Exhibit "D") duly executed and
      delivered by each of the Existing Tenants listed on Schedule "L" hereto
      or, if Seller is unable to obtain and deliver such estoppel certificate
      from one or more of such tenants, Seller shall execute and deliver such
      estoppel certificate(s) in its name. Each such estoppel certificate
      delivered by each of the Existing Tenants shall be dated not earlier than
      April 1, 1998 and Seller's estoppel certificate(s) shall be dated not
      earlier than five (5) business days prior to the date of the Closing. In
      addition, Seller shall submit such estoppel certificate to all other
      tenants of the Building. Seller shall use its reasonable efforts to have
      all tenants complete, execute and deliver such estoppel certificate to
      Purchaser prior to the Closing; however, a tenant's failure or refusal to
      execute and return


                                      -12-


      an estoppel certificate (in the form of Exhibit "D") or a tenant's
      modification of or supplement to the text of such estoppel certificate
      (which has been executed and returned by such tenant), shall not be deemed
      a default by Seller under this Contract or entitle Purchaser to terminate
      this Contract provided that Seller has delivered, at the Closing,
      substitute estoppel certificate(s) in its name as provided above.

      (c) Prior to the Closing, Seller, at Seller's election, may convert the
      within transfer of title to the Premises to a tax free exchange under
      Section 1031 of the Internal Revenue Code, provided that such tax free
      exchange in no way delays the Closing under this Contract. If Seller so
      elects, Purchaser, at no cost or expense to Purchaser, shall cooperate
      with Seller in effectuating said tax free exchange, and Seller shall
      indemnify and hold Purchaser harmless from and against any and all costs,
      expenses, damages and liabilities incurred or paid by Purchaser in
      connection therewith, Seller's obligation under this Section surviving the
      Closing.

      (d) Except as otherwise specifically set forth herein, Seller has not made
      and does not make, and Seller has not authorized any other party to make,
      any representations or other statements whatsoever as to: the use,
      convertibility for other use, occupancy, physical condition (including,
      without limitation, the presence or absence of hazardous materials in, on
      or about the Premises), market value, state of repair, gross or net income
      derived from the Premises, expenses of operation (including, without
      limitation, taxes assessed against the Premises), or any other matter or
      thing affecting or relating to the Premises or the fixtures and items of
      Personal Property included in this sale and Purchaser hereby expressly
      acknowledges that no such representations or other statements have been
      made by or on behalf of Seller.

      (e) Neither party shall record this Contract or any memorandum hereof. Any
      such filing or recordation shall be null and void ab initio. Further, any
      attempt by Purchaser to record this Contract as aforesaid shall be a
      default of Purchaser hereunder and thereupon, at Seller's option, this
      Contract shall be deemed terminated and Seller shall have any and all
      remedies for the default of Purchaser as provided herein.

      (f) For the purposes of this Contract, all representations and warranties
      made by Seller shall be based upon the actual knowledge of Mr. Norman
      Sturner and/or Mr. Neil Siderow.

28.   Inspection

      Purchaser has caused or has waived the right to cause a full and complete
      inspection to be made of the Premises and the Personal Property, as well
      as a thorough investigation regarding all matters and things relating to
      the Premises, including all environmental matters relating thereto. Except
      as otherwise set forth in this Contract, Purchaser shall take title to the
      Premises and any fixtures and items of Personal Property being sold
      therewith "AS IS" and "WHERE IS" as of the date hereof, subject to any and
      all conditions and defects of any nature whatsoever (including, without
      limitation, structural, environmental, latent and other conditions or
      defects) which may now or hereafter exist.

29.   Risk of Loss

      Supplementing the provisions of Article 8 hereof, the risk of loss shall
      be on Seller until the Closing and thereafter it shall be assumed by
      Purchaser. In the event of a fire or other casualty or condemnation of a
      material nature occurring prior to the Closing, Purchaser shall have the
      option of either terminating this Contract or acquiring the Premises with
      an abatement in the Purchase Price in an amount equal to


                                      -13-


      the insurance proceeds paid in respect of the damages sustained to the
      Premises.

30.   Management

      Seller shall cancel, on or before the date of the Closing, any and all
      management agreements applicable to the Premises and such cancellation
      shall be a condition precedent to Purchaser's obligation to purchase the
      Premises.

31.   Rent Arrears

      As to prior rent arrears, Purchaser shall receive the first rents from
      tenants in arrears as a trust fund for prompt remission to Seller in
      payment of such tenant's arrears. However, if a court of competent
      jurisdiction shall have finally determined that any tenant in arrears is
      entitled to a rent abatement with respect to any portion of prior rent
      arrears, the payment due to Seller pursuant to the immediately preceding
      sentence shall be appropriately adjusted. The provisions of this Article
      shall survive the Closing.

32.   Termination of Tenancies

      (a) If any tenant shall fail to comply with the provisions of any lease or
      other agreement affecting the Premises, or any part thereof, prior to the
      Closing, Seller shall have the right to commence summary proceedings
      against such tenant(s) in the event of non-payment of rent, and to
      prosecute such proceedings to money judgment (but not a judgment of
      possession) after the Closing (with Purchaser's cooperation, at no cost to
      Purchaser if such action relates to unpaid rents due exclusively to Seller
      for any period(s) prior to the Closing).

      (b) Seller makes no representation and assumes no responsibility with
      respect to continued occupancy of the Premises or any part thereof by any
      tenant or tenants now in possession. Prior to the Closing, (i) Seller
      shall not settle any suit, action or proceeding commenced to enforce the
      collection of rents or Additional Rents due Seller from past, present or
      future tenants of the Building without obtaining Purchaser's prior consent
      (which consent shall not be unreasonably withheld or delayed) if such
      settlement would materially adversely affect Purchaser's rights, after the
      Closing, in any respect; and (ii) Seller shall be entitled, but not
      obligated, to enforce the rights under any lease or any tenancy by summary
      proceedings or otherwise; however, Seller shall not terminate any lease
      without Purchaser's prior consent.

33.   Title Objections.

      Purchaser shall order a title report and a full lien and municipal search
      with respect to the Premises promptly upon execution of this Contract, and
      shall instruct its title company to deliver a copy of the title report and
      all title documents and title updates and continuations to be delivered to
      Mandel & Resnik P.C., 220 East 42nd Street - 20th Floor, New York, New
      York 10017, Attention: Barry H. Mandel, Esq., at the time such documents
      and information are delivered to Purchaser and/or its counsel. All
      objections to title must be submitted by Purchaser in writing to Mandel &
      Resnik P.C. promptly following Purchaser's receipt of a title report and
      each title update or continuation, but not less than ten (10) days prior
      to the date of the Closing set forth herein. All objections not so
      submitted to Seller's counsel shall be deemed waived by Purchaser, except
      with respect to any matters of title initially disclosed to Purchaser and
      Seller within such 10-day period (in which event any objections to title
      shall be communicated to Seller's counsel not later than the second
      business day following receipt, so long as such second


                                      -14-


      business day precedes the date of the Closing). Any attempt by Seller to
      cure an objection shall not be construed as an admission by Seller that
      such objection is one which would give Purchaser the right to cancel this
      Contract.

34.   Purchaser's Closing Costs.

      At the Closing, Seller shall pay to Purchaser the sum of $300,000.00 in
      reimbursement of Purchaser's expenses incurred in connection with this
      transaction, which expenses need not be substantiated by Purchaser.

                              30th STREET ASSOCIATES

                              BY:   MURRAY HILL PROPERTIES VII,
                                    General Partner

                                    BY:   MURRAY HILL PROPERTIES,
                                          General Partner


                                          By:/s/ Norman Sturner
                                             -----------------------
                                             Norman Sturner,
                                             General Partner


                              SL GREEN OPERATING PARTNERSHIP, L.P.,

                              BY: SL GREEN REALTY CORP.,
                                  General Partner


                                    By:/s/ Steven H. Klein
                                       -------------------------
                                       Steven H. Klein,
                                       Executive Vice President


                                      -15-


                        LIST OF SCHEDULES AND EXHIBITS

                              38 East 30th Street

      Schedule    A     -     Legal Description of Premises
      Schedule    B     -     Permitted Exceptions
      Schedule    C     -     Purchase Price
      Schedule    D     -     Miscellaneous Information
      Schedule    E     -     Existing Leases, Rent Roll and
                              Security Deposits
      Schedule    F     -     Insurance
      Schedule    G     -     Pay Roll/Employees
      Schedule    H     -     Service Contracts
      Schedule    I     -     Certain Pending Transactions for
                              which Purchaser may be Obligated
                              to Pay a Brokerage Commission
      Schedule    J     -     [Intentionally Omitted]
      Schedule    K     -     Operating Statements
      Schedule    L     -     List of Existing Tenants
                              for Estoppel Certificates
      Schedule    M     -     Leasing Criteria

      Exhibit A         -     Assignment and Assumption of Leases
                              and Security Deposits
      Exhibit B         -     Assignment and Assumption of
                              Contracts
      Exhibit C         -     Form of Notice to Tenants
      Exhibit D         -     Tenant Estoppel Certificate


                                      -16-


                                   Schedule A

                          Legal Description of Premises

ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Manhattan, City, County and State of New York, bounded and described
as follows:

BEGINNING at a point on the Southerly side of 30th Street, distant 100 feet
Westerly from the Southwesterly corner of 30th Street and Park Avenue South
(formerly 4th Avenue);

RUNNING THENCE Southerly parallel with Park Avenue South, 98 feet 9 inches to
the center line of the block;

THENCE Westerly and along said center line of the block, 72 feet 7- 1/2 inches;

THENCE Northerly and parallel with Park Avenue South and part of the distance
through a party wall, 98 feet 9 inches to the Southerly side of 30th Street; and

THENCE Easterly along the Southerly side of 30th Street, 72 feet 7- 1/2 inches
to the point or place of BEGINNING.

Premises known as:      38-44 East 30th Street, New York, NY.
                        Block 859
                        Lot 52


                                   Schedule C

                                 PURCHASE PRICE

The Purchase Price shall be paid as follows:

      (a) By check subject to collection or by wire transfer, the receipt of
which is hereby acknowledged by Seller:

                                    $  500,000.00
                                    -------------

      (b) By check, checks or wire transfer delivered to Seller at Closing in
accordance with the provisions of Section 2.02:

                                    $10,000,000.00
                                    --------------

                                    --------------
Purchase Price                      $10,500,000.00
                                    ==============


                                   Schedule D

                                  MISCELLANEOUS

1. Title insurer designated by the parties (ss.1.02):

5. Seller's tax identification number (ss.2.05):

6. Purchaser's tax identification number (ss.2.05):

7. Scheduled time and date of Closing (ss.3.01): [INSERT 47]

8. Place of Closing (ss.3.01): [INSERT 48]

9. Assessed valuation of Premises (ss.4.10): [INSERT 48A]

10. Fiscal year and annual real estate taxes on Premises (ss.4.10):

      7/1/97-12/31/97 - $140,594.97
      1/1/98-6/30/98  - $140,868.32

11. Tax abatements or exemptions affecting Premises (ss.4.10):

      None

12. Assessments on Premises (ss.4.13): None

14. Maximum Expense of Seller to cure title defects, etc. (ss.13.02) 
      [INSERT 49]:

15. Broker, if any (ss.14.01):

      Murray Hill Properties Corp.

16. Party to pay broker's commission (ss.14.01): Seller

17.

18.


19. Additional Schedules or Riders (ss.17.08):

      See attached

                                   Schedule E

                                  RENT SCHEDULE

                           (to be attached separately)



                                                           Exhibit 2.5



154 Contract of sale for New York office,                 Distribution by Julius
commercial and multi-family                                       Blumberg, Inc.
residential premises.                                                  NYC 10013

Prepared by the Real Property Committee of the Association of the Bar of the
City of New York.

   NOTE: This form is intended to cover matters common to most transactions.
               Provisions should be added, altered or deleted to
              suit the circumstances of a particular transaction.

  Contract of Sale -- Office, Commercial and Multi-Family Residential Premises

                               Table of Contents

Section 1.  Sale of premises and acceptable title

Section 2.  Purchase price, acceptable funds, existing mortgages, purchase money
            mortgage, escrow of downpayment and foreign persons

Section 3.  The closing

Section 4.  Representations and warranties of seller

Section 5.  Acknowledgements of purchaser

Section 6.  Seller's obligations as to leases

Section 7.  Responsibility for violations

Section 8.  Destruction, damage or condemnation

Section 9.  Covenants of seller

Section 10. Seller's closing obligations

Section 11. Purchaser's closing obligations

Section 12. Apportionments

Section 13. Objections to title, failure of seller or purchaser to perform and
            vendee's lien

Section 14. Broker

Section 15. Notices

Section 16. Limitations on survival of representations, warranties, covenants
            and other obligations

Section 17. Gains tax and miscellaneous provisions

Signatures and receipt by escrowee

Schedule A. Description of premises (to be attached)

Schedule B. Permitted exceptions

Schedule C. Purchase price

Schedule D. Miscellaneous

Schedule E. Rent schedule (to be attached)

            CONTRACT dated March 25, 1998 between

            Nassau Street Partners, a New York limited partnership, having
            offices c/o Murray Hill Property Management, Inc., 440 Ninth Avenue
            - Penthouse, New York, New York 10001

("Seller") and

            SL Green Operating Partnership, L.P., a Delaware limited
            partnership, having an address c/o SL Green Realty Corp., 70 West
            36th Street, New York, New York 10018

("Purchaser").

            Seller and Purchaser hereby covenant and agree as follows:

Section 1. Sale of Premises and Acceptable Title

      ss.1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, at the price and upon the terms and conditions set forth in this
contract: (a) the parcel of land more particularly described in Schedule A
attached hereto ("Land") [INSERT 1]; (b) [INSERT 2] all buildings and
improvements situated on the Land (collectively, "Building"); (c) all right,
title and interest of Seller, if any, in and to the land lying in the bed of any
street or highway in front of or adjoining the Land to the center line thereof
and to any unpaid award for any taking by condemnation or any damage to the Land
by reason of a change of grade of any street or highway; (d) the appurtenances
and all the estate and rights of Seller in and to the Land and Building; and (e)
all right, title and interest of Seller, if any, in and to the fixtures, [INSERT
2A] equipment or appurtenant to the Building (collectively, "Premises"). [INSERT
2B] The Premises are located at or known as

                               116 Nassau Street
                               Brooklyn, New York

      ss.1.02. Seller shall convey and Purchaser shall accept fee simple title
to the Premises in accordance with the terms of this contract, subject only to:
(a) the matters set forth in Schedule B attached hereto (collectively,
"Permitted Exceptions"); and (b) such other matters as (i) the title insurer
specified in Schedule D attached hereto (or if none is so specified, then any
title insurer licensed to do business by the State of New York) shall be
willing, without special premium, to omit as exceptions to coverage or to except
with insurance against collection out of or enforcement against the Premises.

Section 2. Purchase Price, Acceptable Funds, Existing Mortgages, Purchase Money
           Mortgage and Escrow of Downpayment

      ss.2.01. The purchase price ("Purchase Price") to be paid by Purchaser to
Seller for the Premises as provided in Schedule C attached hereto is
$10,500,000.00

      ss.2.02 All monies payable under this contract, unless otherwise specified
in this contract, shall be paid by (a) certified checks of Purchaser or any
person making a purchase money loan to Purchaser drawn on any bank, savings
bank, trust company or savings and loan association having a banking office in
the State of New York [INSERT 3] official bank checks drawn by any such banking
institution, payable to the order of Seller [INSERT 4]; except that uncertified
checks of Purchaser payable to the order of Seller up to the amount of one-half
of one percent of the Purchase Price shall be acceptable for sums payable to
Seller at the Closing.


      ss.2.05. (a) The sum paid under paragraph (a) of Schedule C [INSERT 5]
other sums paid on account of the Purchase Price prior to the Closing
(collectively, "Downpayment") [INSERT 6] paid by check or checks drawn to the
order of and delivered to [INSERT 7] ("Escrowee"). The Escrowee shall hold the
proceeds thereof in escrow in a special bank account (or as otherwise agreed in
writing by Seller, Purchaser and Escrowee) until the Closing or sooner
termination of this contract and shall pay over or apply such proceeds in
accordance with the terms of this section. Escrowee [INSERT 8] hold such
proceeds in an interest-bearing account. Any interest earned thereon shall be
paid to the same party entitled to the escrowed proceeds, and the party
receiving such interest shall pay any income taxes thereon. The tax
identification numbers of the parties are either set forth in Schedule D or
shall be furnished to Escrowee upon request. At the Closing, such proceeds and
the interest thereon, if any, shall be paid by Escrowee to Seller [INSERT 9]. If
for any reason the Closing does not occur and either party makes a written
demand upon Escrowee for payment of such amount, Escrowee shall give written
notice to the other party of such demand. If Escrowee does not receive a written
objection from the other party to the proposed payment within 10 business days
after the giving of such notice, Escrowee is hereby authorized to make such
payment. If Escrowee does receive such written objection within such 10 day
period or if for any other reason Escrowee in good faith shall elect not to make
such payment, Escrowee shall continue to hold such amount until otherwise
directed by written instructions from the parties to this contract or a final
judgment of a court. However, Escrowee shall have the right at any time to
deposit the escrowed proceeds and interest thereon, if any, with the clerk of
the Supreme Court of the county in which the Land is located. Escrowee shall
give written notice of such deposit to Seller and Purchaser. Upon such deposit
Escrowee shall be relieved and discharged of all further obligations and
responsibilities hereunder.


            (b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience, that Escrowee shall not
be deemed to be the agent of either of the parties, and that Escrowee shall not
be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this contract or
involving gross negligence. Seller and Purchaser shall jointly and severally
indemnify and hold Escrowee harmless from and against all costs, claims and
expenses, including reasonable attorneys' fees, incurred in connection with the
performance of Escrowee's duties hereunder, except with respect to actions or
omissions taken or suffered by Escrowee in bad faith, in willful disregard of
this contract or involving gross negligence on the part of Escrowee.

            [INSERT 10]

            (c) Escrowee has acknowledged agreement to these provisions by
signing in the place indicated on the signature page of this contract.

Section 3. The Closing

      ss.3.01. Except as otherwise provided in this contract, the closing of
title pursuant to this contract ("Closing") shall take place on the scheduled
date and time of closing specified in Schedule D (the actual date of the Closing
being herein referred to as "Closing Date") at the place specified in Schedule
D.

Section 4. Representations and Warranties of Seller

      Seller represents and warrants to Purchaser as follows:

      ss.4.01. Unless otherwise provided in this contract, Seller is the sole
owner of the Premises.

      ss.4.02.

      ss.4.03. If any Leases which have been exhibited to and initialed by
Purchaser or its representative contain provisions that are inconsistent with
the foregoing representations and warranties, such representations and
warranties shall be deemed modified to the extent necessary to eliminate such
inconsistency and to conform such representations and warranties to the
provisions of the Leases.

      ss.4.04.

      ss.4.05.

      ss.4.06. [INSERT 11] lists all insurance policies presently affording
coverage with respect to the Premises, and the information contained therein is
accurate as of the date set forth therein or, if no date is set forth therein,
as of the date hereof.

      ss.4.07. [INSERT 12] lists all employees presently employed at the
Premises, and the information contained therein is accurate as of the date
hereof, and, except as otherwise set forth in such schedule, [INSERT 13] covered
by a union contract and there are no retroactive increases or other accrued and
unpaid sums owed to any employee.

      ss.4.08.

      ss.4.09. The copy of a certificate of occupancy for the Premises exhibited
to and initialed by Purchaser or its representative, is a true copy of the
original and such certificate has not been amended, but Seller makes no
representation as to compliance with any such certificate [INSERT 13A].

      ss.4.10. The assessed valuation and real estate taxes set forth in
Schedule D, if any, are the assessed valuation of the Premises and the taxes
paid or payable with respect thereto for the fiscal year indicated in such
schedule. Except as otherwise set forth in Schedule D, there are no tax
abatements or exemptions affecting the Premises.

      ss.4.11. [INSERT 14]

      ss.4.12. Seller has no actual knowledge that any incinerator, boiler or
other burning equipment on the Premises is being operated in violation of
applicable law. [INSERT 15] copies of a certificate or certificates of operation
therefor have been exhibited to and initialed by Purchaser or its
representative, such copies are true copies of the originals.

      ss.4.13. Except as otherwise set forth in Schedule D, Seller has no actual
knowledge of any assessment payable in annual installments, or any part thereof,
which has become a lien on the Premises.


Section 5. Acknowledgments of Purchaser

      Purchaser acknowledges that:

      ss.5.01. Purchaser has inspected the Premises, is fully familiar with the
physical condition and state of repair thereof, and, subject to the provisions
of ss.7.01, ss.8.01, and ss.9.04, shall accept the Premises "as is" and in their
present condition, subject to reasonable use, wear, tear and natural
deterioration between now and the Closing Date, without any reduction in the
Purchase Price for any change in such condition by reason thereof subsequent to
the date of this contract.

      ss.5.02. In entering into this contract, Purchaser has not been induced by
and has not relied upon any representations, warranties or statements, whether
express or implied, made by Seller or any agent, employee or other
representative of Seller or by any broker or any other person representing or
purporting to represent Seller, which are not expressly set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally. [INSERT 15A]

Section 6. Seller's Obligations as to Leases

      ss.6.01. Unless otherwise provided in a schedule attached to this
contract, between the date of this contract and the Closing, Seller shall not,
without Purchaser's prior written consent, : (a) amend, renew or extend any
[INSERT 16] Lease in any respect, unless required by law; (b) grant a written
lease to any tenant occupying space pursuant to a Tenancy [INSERT 17]; or (c)
terminate any [INSERT 16] Lease or Tenancy.

      ss.6.02.

      ss.6.03. If any space is vacant on the Closing Date, Purchaser shall
accept the Premises subject to such vacancy, provided that the vacancy was not
permitted or created by Seller in violation of any restrictions contained in
this contract [INSERT 20]. Seller shall not grant any concessions or rent
abatements for any period following the Closing without Purchaser's prior
written consent. Seller shall not apply all or any part of the security deposit
of any tenant unless such tenant has vacated the Premises.

      ss.6.04. [INSERT 21] Seller does not warrant that any particular Lease or
Tenancy will be in force or effect at the Closing or that the tenants will have
performed their obligations thereunder. The termination of any Lease or Tenancy
prior to the Closing by reason of the tenant's default shall not affect the
obligations of Purchaser under this contract in any manner or entitle Purchaser
to an abatement of or credit against the Purchase Price or give rise to any
other claim on the part of Purchaser.

Section 7. Responsibility for Violations

      ss.7.01. [INSERT 22] notes or notices of violations of law or governmental
ordinances, orders or requirements which were noted or issued prior to [INSERT
22A] the date of this contract by any governmental department, agency or bureau
having jurisdiction as to conditions affecting the Premises and all liens which
have attached to the Premises prior to the Closing pursuant to the
Administrative Code of the City of New York, if applicable, shall be the sole
responsibility of Purchaser.

      ss.7.02.

      ss.7.03. Regardless of whether a violation has been noted or issued prior
to the date of this contract, Seller's failure to remove or fully comply with
violations shall not be an objection to title.

      ss.7.04. If required, Seller, upon written request by Purchaser, shall
promptly furnish to Purchaser written authorizations to make any necessary
searches for the purposes of determining whether notes or notices of violations
have been noted or issued with respect to the Premises or liens have attached
thereto.

Section 8. Destruction, Damage or Condemnation

      ss.8.01. The provisions of Section 5-1311 of the General Obligations Law
shall apply to the sale and purchase provided for in this contract. [INSERT 23]

Section 9. Covenants of Seller

      Seller covenants that between the date of this contract and the Closing:

      ss.9.01.

      ss.9.02. Seller shall not modify or amend any Service Contract or enter
into any new service contract unless the same is terminable without penalty.
[INSERT 23A]

      ss.9.03. Seller shall maintain in full force and effect until the Closing
the insurance policies described in [INSERT 24] or renewals thereof for no more
than one year of those expiring before the Closing.



      ss.9.04. No fixtures, equipment or personal property included in this sale
shall be removed from the Premises unless the same are replaced with similar
items of at least equal quality prior to the Closing.

      ss.9.05. Seller shall not withdraw, settle or otherwise compromise any
protest or reduction proceeding affecting real estate taxes assessed against the
Premises for any fiscal period in which the Closing is to occur or any
subsequent fiscal period without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld. Real estate tax refunds and credits
received after the Closing Date which are attributable to the fiscal tax year
during which the Closing Date occurs shall be apportioned between Seller and
Purchaser, after deducting the expenses of collection thereof, which obligation
shall survived the Closing. [INSERT 24A]

      ss.9.06. Seller shall allow Purchaser or Purchaser's representatives
access to the Premises, the Leases and other documents required to be delivered
under this contract upon reasonable prior notice at reasonable times.

Section 10. Seller's Closing Obligations

At the Closing, Seller shall deliver the following to Purchaser:

      ss.10.01. A statutory form of bargain and sale deed without covenant
against grantor's acts containing the covenant required by Section 13 of the
Lien Law, and properly executed in proper form for recording so as to convey the
title required by this contract. 

      ss.10.02. All [INSERT 16] Leases initialed by Purchaser and all others in
Seller's possession. [INSERT 25]

      ss.10.03. A schedule of all cash security deposits and a check or credit
to Purchaser in the amount of such security deposits, including any interest
thereon, held by Seller on the Closing Date under the [INSERT 16] Leases or, if
held by an institutional Lender, an assignment to Purchaser and written
instructions to the holder of such deposits to transfer the same to Purchaser,
and appropriate instruments of transfer or assignment with respect to any lease
securities which are other than cash [INSERT 26]

      ss.10.04. A schedule updating the [INSERT 27] and setting forth all
arrears in rents and all prepayments of rents. [INSERT 28]

      ss.10.05. All Service Contracts initialed by Purchaser and all others in
Seller's possession which are in effect on the Closing Date and which are
assignable by Seller.

      ss.10.06. An assignment to Purchaser, [INSERT 29] of all of the interest
of Seller in those Service Contracts, insurance policies, certificates, permits
and other [INSERT 29A] documents to be delivered to Purchaser at the Closing
which are then in effect and are assignable by Seller.

      SS.10.07. [INSERT 30]

      ss.10.10. To the extent they are then in Seller's possession and not
posted at the Premises, certificates, licenses, permits, authorizations and
approvals issued for or with respect to the Premises by governmental and
quasi-governmental authorities having jurisdiction.

      ss.10.11. Such affidavits as Purchaser's title company shall reasonably
require in order to omit from its title insurance policy all exceptions for
judgments, bankruptcies or other returns against persons or entities whose names
are the same as or similar to Seller's name. [INSERT 31]

      ss.10.12 Checks to the order of the appropriate officers in payment of all
applicable real property transfer taxes and copies of any required tax returns
therefor executed by Seller, which checks shall be certified or official bank
checks if required by the taxing authority, unless Seller elects to have
Purchaser pay any of such taxes and credit Purchaser with the amount thereof.

[INSERT 31A]

      ss.10.13. To the extent they are then in Seller's possession, copies of
current painting and payroll records. Seller shall make all other Building and
tenant files and records available to Purchaser for copying, which obligation
shall survive the Closing.

      ss.10.14. An original letter, [INSERT 32] executed by Seller or by its
agent, advising the tenants of the sale of the Premises to Purchaser and
directing that rents and other payments thereafter be sent to Purchaser or as
Purchaser may direct.

      ss.10.17. Possession of the Premises in the condition required by this
contract, subject to the Leases and Tenancies, and keys therefor.

      ss.10.18. Any other documents required by this contract to be delivered by
Seller.

Section 11. Purchaser's Closing Obligations

At the Closing, Purchaser shall:

      ss.11.01. Deliver to Seller checks [INSERT 34] in payment of the portion
of the Purchase Price payable at the Closing, as adjusted for apportionments
under Section 12.

      ss.11.03. Deliver to Seller an agreement indemnifying and agreeing to
defend Seller against any claims made by tenants with respect to tenants'
security deposits to the extent paid, credited or assigned to Purchaser under
ss.10.03. [INSERT 35]

      ss.11.04. Cause the deed to be recorded, duly complete all required real
property transfer tax returns and cause all such returns and checks in payment
of such taxes to be delivered to the appropriate officers promptly after the
Closing.

      ss.11.05. Deliver any other documents required by this contract to be
delivered by Purchaser.

Section 12. Apportionments

      ss.12.01. The following apportionments shall be made between the parties
at the Closing as of the close of buisness on the day prior to the Closing Date:

      (a) prepaid rents and Additional Rents (as defined in ss.12.03);

      (b)

      (c) real estate taxes, water charges, sewer rents and vault charges, if
any, on the basis of the fiscal period for which assessed, except that if there
is a water meter on the Premises, apportionment at the Closing shall be based on
the last available reading, subject to adjustment after the Closing when the
next reading is available;

      (d) wages, vacation pay, pension and welfare benefits and other fringe
benefits of all persons employed at the Premises whose employment was not
terminated at or prior to the Closing;

      (e) value of fuel stored on the Premises, at the price then charged by
Seller's supplier, including any taxes;

[INSERT 36]

      (f) charges under Service Contracts or permitted renewals or replacements
thereof;

      (g) Permitted administrative charges, if any, on tenants' security
deposits;

      (j) Reletting Expenses under ss.6.02, if any; and

      (k) any other items listed in Schedule D.



If the Closing shall occur before a new tax rate is fixed, the apportionment of
taxes at the Closing shall be upon the basis of the old tax rate for the
preceding period applied to latest assessed valuation. Promptly after the new
tax rate is fixed, the apportionment of taxes shall be recomputed. Any
discrepancy resulting from such recomputation and any errors or omissions in
computing apportionments at Closing shall be promptly corrected, which
obligations shall survive the Closing.

      ss.12.02. If any tenant is in arrears in the payment of rent on the
Closing Date, rents received from such tenant after the Closing shall be applied
in the following order of priority: (a) first to the month preceding the month
in which the Closing occurred; (b) then to the month in which the Closing
occurred; (c) then to any month or months following the month in which the
Closing occurred; and (d) then to the period prior to the month preceding the
month in which the Closing occurred. If rents or any portion thereof received by
Seller or Purchaser after the Closing are payable to the other party by reason
of this allocation, the appropriate sum, less a proportionate share of any
reasonable attorneys' fees, costs and expenses of collection thereof, shall be
promptly paid to the other party [INSERT 37], which obligation shall survive the
Closing.

      ss.12.03. If any tenants are required to pay percentage rent, escalation
charges for real estate taxes, operating expenses, cost-of-living adjustments
[INSERT 37A] or other charges of a similar nature ("Additional Rents") and any
Additional Rents are collected by Purchaser after the Closing which are
attributable in whole or in part to any period prior to the Closing, then
Purchaser shall promptly pay to Seller [INSERT 38] Seller's proportionate share
thereof, less a proportionate share of any reasonable attorneys' fees, costs and
expenses of collection thereof, if and when the tenant paying the same has made
all payments of rent and Additional Rent then due to Purchaser pursuant to the
tenant's Lease, which obligation shall survive the Closing. [INSERT 39]

Section 13. Objections to Title, Failure of Seller or Purchaser to Perform and
            Vendee's Lien

      ss.13.01. Purchaser shall promptly order an examination of title and shall
cause a copy of the title report to be forwarded to Seller's attorney upon
receipt. Seller shall be entitled to a reasonable adjournment or adjournments of
the Closing for up to 60 days to remove any defects in or objections to title
noted in such title report and any other defects or objections which may be
disclosed on or prior to the Closing Date.

      ss.13.02. If Seller shall be unable to convey title to the Premises at the
Closing in accordance with the provisions of this contract or if Purchaser shall
have any other grounds under this contract for refusing to consummate the
purchase provided for herein, Purchaser, nevertheless, may elect to accept such
title as Seller may be able to convey with a credit against the monies payable
at the Closing equal to the reasonably estimated cost to cure the same (up to
the Maximum Expense described below), but without any other credit or liability
on the part of Seller. If Purchaser shall not so elect, Purchaser may terminate
this contract and the sole liability of Seller shall be to refund the
Downpayment to Purchaser and to reimburse Purchaser for the net cost of title
examination, but not to exceed the net amount charged by Purchaser's title
company therefor without issuance of a policy, and the net cost of updating the
existing survey of the Premises. Upon such refund and reimbursement, this
contract shall be null and void and the parties hereto shall be relieved of all
further obligations and liability other than any arising under Section 14.
Seller shall not be required to bring any action or proceeding or to incur any
expense in excess of the Maximum Expense specified in Schedule D to cure any
title defect or to enable Seller otherwise to comply with the provisions of this
contract, but the foregoing shall not permit Seller to refuse to pay off at the
Closing. [INSERT 39A]

      ss.13.03. Any unpaid taxes, assessments, water charges and sewer rents,
together with the interest and penalties thereon to a date not less than two
days following the Closing Date, and any other liens and encumbrances which
Seller is obligated to pay and discharge or which are against corporations,
estates or other persons in the chain of title, together with the cost of
recording or filing any instruments necessary to discharge such liens and
encumbrances of record, may be paid out of the proceeds of the monies payable at
the Closing if Seller delivers to Purchaser on the Closing Date official bills
for such taxes, assessments, water charges, sewer rents, interest and penalties
and instruments in recordable form sufficient to discharge any other liens and
encumbrances of record. Upon request made a reasonable time before the Closing,
Purchaser shall provide at the Closing separate checks for the foregoing payable
to the order of the holder of any such lien, charge or encumbrance and otherwise
complying with ss.2.02. If Purchaser's title insurance company is willing to
insure [INSERT 40] such charges, liens and encumbrances, then, Seller shall have
the right in lieu of payment and discharge to deposit with the title insurance
company such funds or assurances or to pay such special or additional premiums
as the title insurance company may require in order to so insure. In such case
the charges, liens and encumbrances with respect to which the title insurance
company has agreed so to insure shall not be considered objections to title.

      ss.13.04. If Purchaser shall default in the performance of its obligation
under this contract to purchase the Premises, the sole remedy of Seller shall be
to retain the Downpayment as liquidated damages for all loss, damage and expense
suffered by Seller, including without limitation the loss of its bargain.
[INSERT 40A]

      ss.13.05. Purchaser shall have a vendee's lien against the Premises for
the amount of the Downpayment, but such lien shall not continue after default by
Purchaser under this contract.

Section 14. Broker

      ss.14.01. If a broker is specified in Schedule D, Seller and Purchaser
mutually represent and warrant that such broker is the only broker with whom
they have dealt in connection with this contract that neither Seller nor
Purchaser knows of any other broker who has claimed or may have the right to
claim a commission in connection with this transaction, unless otherwise
indicated in Schedule D. The commission of such broker shall be paid pursuant to
separate agreement by the party specified in Schedule D. If no broker is
specified in Schedule D, the parties acknowledge that this contract was brought
about by direct negotiation between Seller and Purchaser and that neither Seller
nor Purchaser knows of any broker entitled to a commission in connection with
this transaction. Unless otherwise provided in Schedule D, Seller and Purchaser
shall indemnify and defend each other against any costs, claims or expenses,
including attorneys' fees, arising out of the breach on their respective parts
of any representations, warranties or agreements contained in the paragraph. The
representations and obligations under this paragraph shall survive the Closing
or, if the Closing does not occur, the termination of this contract.

Section 15. Notices

      ss.15.01.

Section 16. Limitations on Survival of Representations, Warranties, Covenants
            and other Obligations

      ss.16.02. The delivery of the deed by Seller, and the acceptance thereof
by Purchaser, shall be deemed the full performance and discharge of every
obligation on the part of Seller to be performed hereunder, except those
obligations of Seller which are expressly stated in this contract to survive the
Closing.



Section 17. Miscellaneous Provisions

      ss.17.01. No assignment of Purchaser's rights under this contract shall be
effective against Seller unless and until an executed counterpart of the
instrument of assignment shall have been delivered to Seller and Seller shall
have been furnished with the name and address of the assignee. The term
"Purchaser" shall be deemed to include the assignee under any such effective
assignment.

ss.17.02. This contract embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein, and all
prior agreements, understandings, representations and statements, oral or
written, are merged into this contract. Neither this contract nor any provision
hereof may be waived, modified, amended, discharged or terminated except by an
instrument signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.

      ss.17.03. This contract shall be governed by, and construed in accordance
with, the law of the State of New York.

      ss.17.04. The captions in this contract are inserted for convenience of
reference only and in no way define, describe or limit the scope or intent of
this contract or any of the provisions hereof.

      ss.17.05. This contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs or successors and
permitted assigns.

      ss.17.06. This contract shall not be binding or effective until properly
executed and delivered by Seller and Purchaser.

      ss.17.07. As used in this contract, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall
include the singular, as the context may require.

      ss.17.08. If the provisions of any schedule or rider to this contract are
inconsistent with the provisions of this contract, the provisions of such
schedule or rider shall prevail. Set forth in Scheule D is a list of any and all
schedules and riders which are attached hereto but which are not listed in the
Table of Contents.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the
date first above written.

                             Seller:     NASSAU STREET PARTNERS

                                         By:   MURRAY HILL ASSOCIATES XVI, INC.,
                                         General Partner


                                               by: /S/ Neil Siderow
                                                   --------------------
                                                   Neil Siderow,
                                                   President

                             Purchaser:  SL  GREEN OPERATING PARTNERSHIP, L.P.

                                         By:   SL GREEN REALTY CORP.,
                                               General Partner


                                               by:  /s/ Steven H. Klein,
                                                    --------------------
                                                    Steven H. Klein,
                                                    Executive Vice-President

Receipt by Escrowee

The undersigned Escrowee hereby acknowledges receipt of $500,000.00, by check
subject to collection, to be held in escrow pursuant to ss.2.05. [INSERT 41B]

      MANDEL & RESNIK P.C.

      By: [Illegible]
          --------------

                                   Schedule A
                            DESCRIPTION OF PREMISES

         (to be attached separately and to include tax map designation)

                                   Schedule B

                              PERMITTED EXCEPTIONS

      1. Zoning regulations and ordinances which are not violated by the
existing structures or present use thereof and which do not render title
uninsurable.

      2. Consents by the Seller or any former owner of the Premises for the
erection of any structure or structures on, under or above any street or streets
on which the Premises may abut.

      3.

      4. [INSERT 42] Leases and Tenancies specified in the [INSERT 43] and any
new leases or tenancies not prohibited by this contract.

      5. Unpaid installments of assessments not due and payable on or before the
Closing Date.

      6. Financing statements, chattel mortgages and liens on personalty filed
more than 5 years prior to the Closing Date and not renewed, or filed against
property or equipment no longer located on the Premises or owned by Tenants.

      7. (a) Rights of utility companies to lay, maintain, install and repair
pipes, lines, poles, conduits, cable boxes and related equipment on, over and
under the Premises, provided that none of such rights imposes any monetary
obligation on the owner of the Premises.

      (b) Encroachments of stoops, areas, cellar steps, trim cornices, lintels,
window sills, awnings, canopies, ledges, fences, hedges, coping and retaining
walls projecting from the Premises over any street or highway or over any
adjoining property and encroachments of similar elements projecting from
adjoining property over the Premises [INSERT 44].

      (c) Revocability or lack of right to maintain vaults, coal chutes,
excavations or sub-surface equipment beyond the line of the Premises.

      (d) Any state of facts that an accurate survey would disclose, provided
that such facts do not render title unmarketable. [INSERT 45]



                                   Schedule C
                                 PURCHASE PRICE

Purchase Price shall be paid as follows:

(a) By check subject to collection or

 by wire transfer, the receipt of  which

 is hereby acknowledged by Seller:            $500,000.00
                                              ------------

(b) By check, checks or wire transfer

 delivered to Seller at Closing in accordance

 with the provisions of Section 2.02:      $10,000,000.00
                                           --------------

                                           --------------
Purchase Price                             $10,500,000.00
                                           ==============

                                   Schedule D
                                 MISCELLANEOUS

1. Title insurer designated by the parties (ss.1.02):

2.

3.

4.

5. Seller's tax identification number (ss.2.05):

6. Purchaser's tax identification number (ss.2.05):

7. Scheduled time and date of Closing (ss.3.01): [INSERT 47]

8. Place of Closing (ss.3.01): [INSERT 48]

9. Assessed valuation of Premises (ss.4.10): [INSERT 48A]

10.   Fiscal year and annual real estate taxes on Premises (ss.4.10):
      $111,697.36

11.   Tax abatements or exemptions affecting Premises (ss.4.10): None

12.   Assessments on Premises (ss.4.13): None

14.   Maximum Expense of Seller to cure title defects, etc. (ss.13.02): [INSERT
      49]

15. Broker, if any (ss.14.01): Talcott Management, Inc.

16.  Party to pay broker's commission (ss.14.01):  Seller

19.  Additional Schedules or Riders (ss.17.08):
                 See attached

                                   Schedule E
                                 RENT SCHEDULE
                          (to be attached separately)




                           INSERTS TO CONTRACT OF SALE
                         BETWEEN NASSAU STREET PARTNERS,
                        AS SELLER, AND SL GREEN OPERATING
                         PARTNERSHIP, L.P., AS PURCHASER

1.    , together with all easements, rights of way, privileges, appurtenances
      and other rights, if any, pertaining to the Land or the Building (as
      hereinafter defined)

2.    all of Seller's rights, title and interest in and to

2A.   and

2B.   The personal property to be conveyed by Purchaser to Seller hereunder is
      all personal property owned by Seller, currently existing at the Building
      and used in operation of the Building (the "Personal Property").

3.    , or (b) by wire of immediately available federal funds, or (c)

4.    (or as Seller may otherwise direct in writing to Purchaser at least two
      (2) business days prior to the Closing)

5.    and all

6.    shall be

7.    Mandel & Resnik P.C.

8.    shall

9.    (or as Seller may otherwise direct in writing to Escrowee, with a copy to
      Purchaser, prior to the Closing)

10.   The parties acknowledge that Escrowee may be instructed to release and
      disburse certain funds from (i) the Downpayment in accordance with the
      provisions of Section 22(b) hereof and (ii) the "FEGS Deposit" in
      accordance with the provisions of Section 22(d) hereof. All of Escrowee's
      rights and protections set forth in this Section 2.05 shall apply to the
      provisions of said Sections 22(b) and 22(d).

11.   The insurance schedule attached hereto as Schedule "F"

12.   The payroll schedule attached hereto as Schedule "G"

13.   all of such employees are

13A.  except as otherwise expressly set forth in this contract.

14.   To the best of Seller's knowledge, no portion of the Premises is used for
      residential purposes.

15.   The

15A.  ss.5.03 Purchaser may, but shall not be obligated to, assume the
      obligations under any union agreements or other employment agreements for
      employees of Seller employed at the Premises, and further may, but shall
      not be obligated to, offer employment to and hire any or all employees
      covered by any such union agreements or other employment agreements. Upon
      Purchaser's written demand and simultaneous delivery of sufficient funds
      of Purchaser to do so, Seller shall cause to be paid any liquidated
      damages, penalty, additional compensation, accrued vacation and/or
      termination pay sought by a union pursuant to any union or other
      employment agreements, such amounts arising out of or as a consequence of
      Purchaser's failure to adopt and assume the union or employment agreements
      and/or to hire any or all of Seller's employees covered by such
      agreements. Purchaser shall and does hereby agree to indemnify, defend and
      hold Seller free


      and harmless from and against any and all liability, claims, actions,
      damages, judgments, penalties, costs and expenses, including reasonable
      attorneys' fees and disbursements, (i) accruing under or with respect to
      such union or other employment agreements on and after the date of the
      Closing concerning those of Seller's employees hired by Purchaser and/or
      (ii) arising out of a claim that Purchaser has failed to adopt and assume
      any of Seller's union or other employment agreements and/or has failed to
      offer employment to or employ any or all of the employees covered by such
      agreements. The provisions of this Section shall survive the Closing.

16.   Existing

17.   (which is defined to mean any tenancy in the Premises not arising out of a
      lease or sublease)

18.   [Intentionally Deleted]

19.   [Intentionally Deleted]

20.   or in any Lease

21.   Except as otherwise expressly provided in this contract,

22.   Any

22A.  , on, or after

23.   For the sole purposes thereof, "material" shall be damage, destruction or
      condemnation, the estimated cost to repair or restore of which exceeds
      $250,000.00, in the aggregate.

23A.  Upon Purchaser's request, Seller shall terminate any existing Service
      Contract at or prior to the Closing provided that Purchaser pays all costs
      and penalties, if any, applicable to or resulting from the termination of
      any such Service Contract. Purchaser hereby agrees to indemnify and hold
      Seller harmless from and against any and all liability, claim, action,
      damage, judgment, penalty, cost and expense, including all reasonable
      attorneys' fees and disbursements, which may result from any such Service
      Contract termination(s). The provisions of this Section shall survive the
      Closing.

24.   in the insurance schedule attached hereto as Schedule "F"

24A.  Seller hereby represents that, with respect to the Premises, it is
      presently prosecuting real estate tax reduction proceedings for tax years
      1996-97 through 1998-99, inclusive. Seller shall be entitled to receive
      and retain any and all tax refunds applicable to any tax year (or portion
      thereof) applicable to any period prior to the date of the Closing and
      Seller shall promptly deliver Purchaser's pro-rata portion of such refund,
      if any, to Purchaser pursuant to Section 9.05 hereof (and if such tax
      refunds are received by Purchaser after the Closing, Purchaser agrees that
      it promptly shall deliver Seller's pro-rata portion of such refund to
      Seller pursuant to Section 9.05 hereof). In the event Seller receives any
      real estate tax refund with respect to tax year 1998-99, the proceeds
      thereof (net of all reasonable attorney, accountant and other professional
      fees and disbursements incurred by Seller in connection with obtaining
      such refund) shall be prorated, if applicable, as of the date of the
      Closing, and Seller promptly shall deliver Purchaser's pro- rata portion
      thereof to Purchaser (and if such tax refund is received by Purchaser
      after the Closing, Purchaser agrees that it promptly shall deliver
      Seller's pro-rata portion thereof to Seller). The provisions of this
      Section 9.05 shall survive the Closing.

25.   and an assignment of the Existing Leases in the form attached hereto as
      Exhibit "A".


                                      - 2 -


26.   and an assignment of said cash security deposits and all other security
      deposits being held by Seller, in the form attached hereto as Exhibit "A".
      To the extent that any of such security deposits are in the form of a
      letter of credit, at the Closing Seller shall deliver to Purchaser all
      instruments (duly executed and acknowledged) which are required to
      transfer such letters of credit to Purchaser as the new beneficiary
      thereunder.

27.   information set forth in Schedule "E" attached hereto

28.   and all other defaults of which Seller is aware.

29.   in the form attached hereto as Exhibit "B"

29A.  contracts and

30.   ("in Seller's possession," for the purposes of this Section 10.10, being
      deemed to include items in the possession of Seller's managing agent or
      any other person or entity controlled by Seller)

31.   and all other exceptions (other than Permitted Exceptions).

31A.  A certification of non-foreign status, in form required by the Code
      Withholding Section, signed under penalty of perjury. Seller acknowledges
      that such certification will be retained by Purchaser and will be made
      available to the Internal Revenue Service upon request.

32.   in the form attached hereto as Exhibit "C",

33.   All consents, approvals, authorizations, resolutions and certificates
      required by Seller's limited partnership agreement and the agreements,
      by-laws and other documents and instruments of Seller's constituent
      partners, in respect of the transactions contemplated in this contract.
      Seller advised its partners of the sale of the Premises contemplated by
      this contract and, based solely on the number of "affirmative" written
      responses received by Seller, has received the requisite number of
      consents from its limited partners in order to enter into this contract
      and to sell the Premises as herein provided; however, such limited partner
      responses do not correctly refer to "Nassau Street Partners" as the name
      of Seller, but refer to "Nassau Street Associates Limited Partnership". If
      requested by Purchaser's title company at the Closing, Seller and/or the
      general partner of Seller will provide an affidavit to such title company
      which provides (i) that the limited partner responses refer to Seller
      (although misnamed), (ii) that there are no other partnerships relating to
      the Premises, of which Seller is aware, having similar names to Seller,
      (iii) that the limited partnership agreement has not been amended, (iv)
      that Murray Hill Associates XVI, Inc. is the general partner of Seller and
      (v) provides a current list of limited partners of Seller. Copies of all
      written limited partner responses received by Seller have been delivered
      to Purchaser, together with a copy of Seller's limited partnership
      agreement. In connection with such limited partner responses, the amount
      necessary to satisfy the existing mortgage note obligations of Seller is
      approximately $6,982,000.

34.   (to the extent not paid by a wire transfer)

35.   in the form attached hereto as Exhibit "A".

36.   transferred

37.   (or as Seller may otherwise direct in the case of payments due Seller)

37A.  electricity or other utilities or services supplied to tenants


                                      - 3 -


38.   (or as Seller may otherwise direct in writing to Purchaser prior to the
      Closing)

39.   To the extent Seller is paid any Additional Rent after the Closing for the
      period on or after the Closing, Seller shall promptly pay same to
      Purchaser. Such obligation of Seller shall survive the Closing.

39A.  mortgage(s) currently of record against the Premises or such other
      mortgages, liens or judgments in specific liquidated amounts filed against
      the Premises after the date hereof, which shall have been created by the
      express actions of Seller (and not of any tenant) after the date hereof.
      With respect to all other title objections raised by Purchaser, Seller
      shall not be obligated to spend more than $50,000.00, in the aggregate, to
      cure any of such objections.

40.   Purchaser's title free and clear of

40A.  except for those indemnities, if any, which specifically survive the
      Closing.

41.   At the Closing, Purchaser may assign this contract without Seller's
      consent to any affiliate of Purchaser controlled by Purchaser or to a
      third party, provided the assignee assumes in writing all of Purchaser's
      obligations under this contract. No such assignment shall release
      Purchaser from its obligations under this contract.

41A.  , except as to the provisions of paragraphs 6 and 14 of that certain
      letter of intent, dated December 30, 1997 (the "Letter of Intent").

41B.  Purchaser shall deliver to Escrowee the Downpayment in the amount of
      $500,000.00 upon the execution of this contract. The Downpayment (together
      with any supplemental Downpayment which may be delivered to Escrowee in
      accordance with Insert #47 to Schedule "D", item no. 7) shall, subject to
      collection, be held in escrow by the Escrowee pursuant to Section 2.05
      hereof.

42.   Existing

43.   Schedule "E" attached hereto

44.   provided none of the foregoing render title to the Premises uninsurable.

45.   (e) the state of facts shown on the survey of the Premises prepared by
      Bono Land Surveying, P.C., dated July 30, 1988 and any additional facts an
      accurate survey, or an update thereof of the Premises may show, provided
      that such facts do not render title to the Premises uninsurable or
      unmarketable;

      (f) the Existing Leases;

      (g) All covenants, contracts, liens, restrictions, easements,
      encumbrances, reservations, consents, departmental reports and agreements
      and all other matters affecting the Premises of record as of the date
      hereof, provided that the same do not prevent the use of the Premises for
      office and educational purposes and do not prohibit the maintenance of the
      structure currently at the Premises (or that the title insurance company
      insuring Purchaser's title will insure that such existing structure may
      remain in its present location so long as same may stand);

      (h) Notes or notices of violations of law or municipal ordinances, orders
      or requirements noted in or issued by any governmental department having
      or asserting authority or jurisdiction as to lands, housing, buildings,
      fire, health, labor or any other condition or matter at or affecting the


                                      - 4 -


      Premises, whether or not of record, and any conditions which may give rise
      to a violation;

      (i) Party walls and party wall agreements, if any;

      (j) Variations among the record lines of the Premises and fences,
      driveways and shrubbery and/or between the legal description of the
      Premises herein and the tax map description;

      (k) Printed exceptions and exclusions to title and all other stipulations,
      provisions, requirements, terms and conditions set forth in the title
      report to be issued by Purchaser's title insurance company or otherwise
      contained in any form of policy approved by the New York State Department
      of Insurance; and

      (l) Any other lien, encumbrance, condition or matter of any nature
      whatsoever as to which Purchaser's title insurance company will insure
      against collection out of or enforcement against the Premises subject to
      the provisions of Insert #39A to Section 13.02 hereof and of Section 21(w)
      hereof.

46.   , or by wiring immediately available federal funds,

47.   on a date selected by Purchaser upon not less than five (5) business days'
      notice to Seller, such date to be not earlier than May 1, 1998 nor later
      than June 30, 1998; provided, however, that Purchaser may extend the date
      of the Closing to a date not later than July 31, 1998 if Purchaser, prior
      to June 22, 1998, notifies Seller of such election and, together with such
      written notice, deposits an additional Two Hundred Ten Thousand ($210,000)
      Dollars, as a supplemental Downpayment, with Escrowee, to be held by
      Escrowee in accordance with the provisions of Section 2.05 hereof.

48.   At Escrowee's office or, if Purchaser or an affiliate thereof is a real
      estate investment trust, at such other office as may be designated by
      Purchaser's underwriter or other source of Purchaser's financing.

48A.  Assessed Value:              $2,889,000
      ICIP Reg. Comml. Ex.:        $1,799,482
                                   ----------
      Taxable Value                $1,089,518

49.   $50,000.00, except as otherwise provided in Insert #39A to Section 13.02
      hereof.


                                      - 5 -


                        RIDER ANNEXED TO CONTRACT OF SALE
                         BETWEEN NASSAU STREET PARTNERS,
                        AS SELLER, AND SL GREEN OPERATING
                         PARTNERSHIP, L.P., AS PURCHASER

18.   Conflict.

      In the event of any conflict or inconsistency between the printed
      provisions of this contract (the "Contract") and the provisions contained
      in this Rider, the provisions of this Rider shall govern.

19.   Other Properties; Conditions of Closing.

      (a) Purchaser is also negotiating to purchase the property located at 440
      Ninth Avenue, New York, New York (the "Ninth Avenue Property") from Ninth
      Avenue Associates ("Ninth Associates") and the property located at 38 East
      30th Street, New York, New York (the "30th Street Property") from 30th
      Street Associates ("30th Associates"). The Premises herein, together with
      the Ninth Avenue Property and the 30th Street Property, are hereinafter
      collectively referred to as the "Properties" and Seller, together with
      Ninth Associates and 30th Associates, are hereinafter collectively
      referred to as the "Sellers". Purchaser's obligation to enter into a
      contract in respect of any one of the Properties shall be conditioned upon
      the Sellers tendering a contract for each of the other Properties. The
      Sellers' obligation to enter into a contract in respect of any one of the
      Properties shall be conditioned upon Purchaser's execution of contracts
      for all of the Properties. In no event shall either party be bound to this
      Contract for the Premises until contracts for the other two Properties
      have been executed and delivered by the other party.

      (b) As a condition precedent to the closing of title under this Contract,
      this Contract must close simultaneously with the closings of title between
      (i) Purchaser and Ninth Associates with respect to the Ninth Avenue
      Property and (ii) Purchaser and 30th Associates with respect to the 30th
      Street Property. Purchaser acknowledges that if Ninth Associates is unable
      to sell the Ninth Avenue Property or 30th Associates is unable to sell the
      30th Street Property (for reasons other than a wilful default by such
      selling partnership) or if Purchaser chooses not to purchase any of the
      Properties, Seller shall not be obligated to sell the Premises to
      Purchaser pursuant to this Contract or otherwise. Purchaser further
      acknowledges that a default or breach by Purchaser of any of its
      obligations or undertakings as set forth in this Contract or in either of
      the contracts relating to the Ninth Avenue Property or the Nassau Street
      Property shall be deemed a default or breach of its obligations and
      undertakings as set forth in all three of said contracts.

20.   Purchase Price and Payment.

      (a) The purchase price (the "Purchase Price") for the Premises shall be
      TEN MILLION FIVE HUNDRED THOUSAND and No/100 DOLLARS ($10,500,000.00). It
      is expressly acknowledged and agreed that the payment of the Purchase
      Price and the Closing hereunder is not contingent or conditioned upon
      Purchaser obtaining financing from any source.

      (b) The Purchase Price shall be paid by Purchaser to Seller as follows:

            (i)   FIVE HUNDRED THOUSAND and No/100 DOLLARS ($500,000.00) (the
                  "Downpayment") upon the execution and delivery of this
                  Contract, by check drawn on or by a bank which is a member of
                  the New


                  York Clearinghouse Association, subject to collection, payable
                  on its face to the order of Escrowee (as defined herein), or
                  by wire transfer at Purchaser's option in accordance with
                  Escrowee's wiring instructions, to be held in escrow pursuant
                  to Section 2.05 hereof. The Downpayment shall be
                  non-refundable to Purchaser unless the sale of the Premises
                  pursuant to this Contract does not close for any reason other
                  than Purchaser's default; and

            (ii)  TEN MILLION and No/100 DOLLARS ($10,000,000.00) at the
                  Closing, plus or minus adjustments or credits as hereinafter
                  provided.

21.   Additional Representations and Warranties of Seller.

      (a)   Seller represents and warrants to Purchaser as follows:

      Schedule "E" attached hereto accurately sets forth (a) all agreements in
      force on the date hereof for the use, lease or occupancy of space in or at
      the Building (whether or not the terms hereof have commenced) to which
      Seller, its affiliates or designees are a party or are bound as landlord
      or to which any part of the Building is subject, (b) all subleases in
      force on the date hereof for the use, lease or occupancy of space in or at
      the Building (whether or not the terms thereof have commenced) to which
      any tenant under an Existing Lease is a party or is bound as sublandlord,
      and (c) all other tenancies or subtenancies in the Premises not arising
      out of the agreements or the subleases referred to in clauses (a) and (b)
      above, affecting the Premises on the date hereof (the agreements and
      subleases referred to in said clauses (a) and (b), together with all
      amendments and modifications thereof, and all of the tenancies and
      subtenancies referred to in clause (c) above are collectively referred to
      as the "Existing Leases," and all tenants, subtenants or other occupants
      of space pursuant to an Existing Lease are hereinafter collectively
      referred to as "Existing Tenant(s)". Seller is not a party to any sublease
      for the use, lease or occupancy of space in or at the Building (whether or
      not the term thereof has commenced). The data set forth on said Schedule
      "E" with respect to each Existing Lease includes an accurate statement of
      the name of each Existing Tenant, the space demised, the lease, sublease
      or tenancy expiration date, the security deposits and the base annual rent
      and additional rent currently payable. To the best of Seller's knowledge,
      no person or entity has or claims any right to possess the Premises or any
      part thereof except for the Existing Tenants shown in said Schedule "E".
      True and complete copies of all the Existing Leases and all guaranties and
      other documents, agreements and instruments relating thereto have been
      delivered to Purchaser but, for purposes of this Contract, Purchaser may
      rely on the data set forth in said Schedule "E". Except as otherwise set
      forth in said Schedule "E" or in the Existing Leases, to be best of
      Seller's knowledge:

            (i)   each of the Existing Leases is in effect and has not expired
                  or been terminated; Seller has neither given nor received any
                  notice of default with respect to any Existing Lease that
                  remains uncured; to the best knowledge of Seller, neither
                  Seller, nor any of the other parties thereto are in default of
                  any of their obligations under any of the Existing Leases; and
                  none of the Existing Leases has been modified, amended or
                  extended;


                                      - 2 -


            (ii)  to the best of Seller's knowledge, all Existing Tenants are in
                  possession of the spaces leased by them;

            (iii) the rents and any Additional Rents reserved under each of the
                  Existing Leases and shown in said Schedule "E" are legal rents
                  and no claim to the contrary has been asserted by any Existing
                  Tenant, and the rents and Additional Rents shown on said
                  Schedule "E" are actually being paid by the Existing Tenants,
                  and there are no arrearages in excess of one (1) month of any
                  base, minimum or fixed rent (as opposed to any Additional
                  Rent);

            (iv)  no Existing Tenant has paid rent for more than one (1) month
                  in advance;

            (v)   no Existing Tenant has claims or is entitled to free rent,
                  rent concessions, rebates or rent abatements;

            (vi)  no Existing Tenant claims or is entitled to any set-offs or
                  offsets against rent;

            (vii) no Existing Tenant occupies any space rent free;

            (viii) no space has been rented furnished;

            (ix)  all work previously required to be performed by the landlord
                  under the Existing Leases or otherwise has been completed and
                  fully paid for;

            (x)   no Existing Tenant is contesting its pro-rata share of taxes,
                  operating expenses or maintenance increases shown in said
                  Schedule "E" or their obligations to pay cost-of-living
                  increases or any other Additional Rent as required by its
                  Existing Lease;

            (xi)  except pursuant to an assignment of leases and rents granted
                  by Seller to its fee mortgagee, Seller has assigned none of
                  its rights under the Existing Leases;

            (xii) no Existing Tenant has an option to renew its lease not
                  provided in its Existing Lease and no other party has any
                  option, right of first refusal or other preferential right to
                  purchase the Premises or any part thereof;

           (xiii) no action or proceeding instituted against Seller by any
                  Existing Tenant, or by any Existing Tenant against Seller, is
                  presently pending in any court or other judicial or
                  administrative venue, nor has Seller received any written
                  notices or demands with respect thereto;

            (xiv) no representation or covenant has been made by Seller to any
                  Existing Tenant except as incorporated in its Existing Lease
                  and all representations made by Seller in the Existing Leases
                  and in all other documents, agreements and instruments
                  relating thereto are true and correct in all material
                  respects;

            (xv)  no Existing Lease allows the space demised thereunder to be
                  leased or otherwise used for any


                                      - 3 -


                  purpose which is prohibited by a restrictive covenant
                  contained in any other Existing Lease;

            (xvi) any consents or notices required to be obtained or given under
                  the terms of any Existing Lease in connection with this
                  transaction have been obtained or given, as the case may be;

           (xvii) there are no security deposits other than those set forth in
                  said Schedule "E"; and

          (xviii) there are no outstanding obligations of Seller with respect
                  to any space previously leased or otherwise occupied by an
                  Existing Tenant at a location other than at the Building.

      (b) Annexed hereto as Schedule "H" and made a part hereof is a list of all
      service, maintenance and supply contracts (collectively, "Service
      Contracts") relating to the Premises and all deposits of Seller held by
      utility companies and other persons and entities who supply goods or
      services in connection with the operation of the Property, and the
      information set forth therein is accurate as of the date hereof. If Seller
      has delivered a notice of termination to the vendor under any Service
      Contract pursuant to Section 9.02 hereof, Seller, at the Closing, shall
      deliver a copy of such notice to Purchaser.

      (c) With respect to any contracts referred to in Schedule "G" (payroll
      schedule) or Schedule "H", if there are any pending negotiations with any
      union or Service Contract holder which may involve retroactive increases
      in pay or rates, Seller agrees to reimburse Purchaser for the amount
      thereof with respect to any period through the date of the Closing, even
      though the increases may be effected after the date of the Closing.

      (d) To the best knowledge of Seller: (i) the use being made of the
      Premises at present is in conformity with the certificate of occupancy
      issued for the Premises; (ii) all required certificates and permits of
      such type, including, without limitation, underwriters certificates
      relating to electrical work, and all other building, housing, safety, fire
      and health certificates, approvals and permits have been issued, are in
      full force and effect and (except as otherwise indicated thereon) are
      transferable with the Premises or to Purchaser without payment; (iii) the
      Premises and the present use and condition thereof do not violate any deed
      restrictions, zoning or subdivision regulations, or urban redevelopment
      plans applicable to the Premises, as modified by any duly issued
      variances; and (iv) no action or proceeding relating to the foregoing is
      pending or threatened with respect to the Premises.

      (e) To the extent that an assessment that is payable in installments
      becomes a lien on the Premises on or before the Closing, the assessment
      shall be adjusted based upon the period covered thereby or, if no period
      is specified, upon the due date thereof.

      (f) All brokerage commissions payable by reason of the Existing Leases
      and/or renewals, elections not to terminate, extensions of Existing Leases
      or options to lease additional space or otherwise with respect to leasing
      transactions have been fully paid or will be paid when due by Seller,
      except only that (i) any brokerage commissions payable by reason of New
      Leases (as defined in Article 22 hereof) permitted pursuant to Article 22
      hereof, which are made or entered into


                                      - 4 -


      on or after the date of this Contract, shall be apportioned between the
      parties based upon the rent collectible by each party and shall be payable
      by Purchaser and (ii) Seller and Purchaser shall apportion any brokerage
      commissions payable by reason of renewals or extensions of Existing Leases
      or options to lease additional space exercised after the Closing pursuant
      to the applicable Existing Lease provisions based upon the period
      commencing on the rent commencement date of any such renewal or extension
      and ending on the expiration date of any such renewal or extension. From
      and after the date hereof until the Closing, Purchaser shall be the sole
      leasing broker for the Premises and shall have the right to charge leasing
      commissions at standard industry rates.

      (g) To the best of Seller's knowledge, all construction reimbursements,
      tenant improvement allowances and similar payments to be made by the
      landlord under the Existing Leases have been paid in full or will be paid
      in full prior to the Closing.

      (h) To the best of Seller's knowledge, the description of the Personal
      Property is accurate as of the date hereof and will be accurate as of the
      date of the Closing, subject to disposal and/or replacement of such
      property in the ordinary course of business.

      (i) There is no litigation pending or, to the best knowledge of Seller,
      threatened against Seller, the Premises or the transactions contemplated
      by this Contract. To the best of Seller's knowledge, there is no
      proceeding (zoning or otherwise) or governmental investigation pending or
      threatened against or relating to Seller, the Premises or the transactions
      contemplated by this Contract, nor, to the best knowledge of Seller, is
      there any basis for such action.

      (j) Seller has not received written notice of any default or breach by
      Seller under any of the covenants, conditions, restrictions, rights of way
      or easements affecting the Premises or any portion thereof; to the best
      knowledge of Seller, no such default or breach now exists; and, to the
      best knowledge of Seller, no event has occurred and is continuing which
      with notice and/or the passage of time would constitute a default
      thereunder.

      (k) No work has been performed or is in progress at, and no materials have
      been furnished to, the Premises or any portion thereof for which Seller is
      responsible and which, though not at present the subject of, might give
      rise to, mechanic's, materialmen's or other liens against the Premises or
      any portion thereof.

      (l) To the best knowledge of Seller, there are no outstanding requirements
      or recommendations by any insurance company that issued a policy with
      respect to the Premises or any part thereof, or by any Board of Fire
      Underwriters or other body exercising similar functions, requiring or
      recommending any repairs or work to be done on or to the Premises.

      (m) This Contract has been duly and validly authorized, executed and
      delivered by Seller and Seller has full power and authority to consummate
      the transactions contemplated hereby, and the Closing will not constitute
      a breach or violation of any contract or instrument to which Seller is a
      party, or by which it or any of its assets are subject or bound, or any
      judgment, order, writ, injunction or decree issued against or imposed upon
      it, or will result in a violation of any applicable law, order, rule or
      regulation of any governmental authority.


                                      - 5 -


      (n) No person or entity has an option, right of first refusal or other
      preferential right to purchase the Premises or any part thereof.

      (o) No Existing Tenant has executed or delivered to Seller any promissory
      notes or other instruments pursuant to which an Existing Tenant is
      indebted to its landlord, and Seller does not own and is not holding any
      such notes or other instruments.

      (p) True and complete copies of all Service Contracts and any and all
      other instruments, documents and agreements recited in this Contract
      (other than documents to be executed and delivered at the Closing), and
      all amendments to all of the foregoing, have been delivered to Purchaser.

      (q) Seller (i) is a New York limited partnership validly existing in the
      State of New York, (ii) owns the fee interest in the Premises and (iii)
      has good and marketable title to the Personal Property.

      (r) To the best of Seller's knowledge, no fact or condition exists which
      would result in the termination or impairment of access to the Premises or
      the discontinuation of necessary sewer, water, electric, gas, telephone or
      other utilities or services to the Premises.

      (s) To the best of Seller's knowledge, Seller has filed with all of the
      applicable governmental authorities having jurisdiction over the Premises,
      all statements, affidavits, documents and other instruments with respect
      to the Premises and the operation and use thereof that are required to be
      filed by applicable laws, rules, regulations, and ordinances.

      (t) No air rights or development rights appurtenant to the Premises have
      been conveyed, transferred, granted or licensed to any third party.

      (u) To the best of Seller's knowledge, neither Seller, nor to Seller's
      knowledge, any other person has ever caused or permitted any Hazardous
      Substance (hereinafter defined) to be placed, located, spilled or
      otherwise disposed of on under or at the Premises or any part thereof in
      violation of any Environmental Laws (hereinafter defined), excluding
      materials used in the maintenance and operation of the Premises, such as
      cleaning materials. There is not now pending, nor has Seller received any
      notice of any threatened, investigation, action or proceeding against
      Seller or the Premises seeking to enforce any right or remedy under any
      Environmental Laws. "Hazardous Substance" shall mean any material or
      substance governed or regulated or defined under any local, state or
      Federal law, rule ordinance, code, regulation, order or decree regulating,
      relating to or imposing liability or standards of conduct with regard to
      hazardous, toxic or dangerous waste, substances or materials or regulating
      or governing air or water quality, the environment or environmental,
      health safety or hygiene ("Environmental Laws").

      (v) All of the representations, warranties and agreements set forth in
      Article 4 hereof and elsewhere in this Contract, all Exhibits and
      Schedules annexed hereto, or in any letter or certificate furnished to
      Purchaser pursuant hereto, each of which is incorporated herein by
      reference and made a part hereof, shall be true upon the execution of this
      Contract and shall be deemed repeated on and as of the date of the
      Closing. No such representation or warranty shall omit to state a material
      fact necessary to make the statements contained therein not misleading.
      From time to time between the date of


                                      - 6 -


      this Contract and the Closing, to the extent that any of Seller's
      representations or warranties set forth in this Contract changes or
      becomes inaccurate, Seller shall so notify Purchaser.

      (w) Without limiting any of the rights of Purchaser elsewhere provided for
      in this Contract, it is agreed that the obligation of Purchaser to close
      under this Contract is conditioned upon, and shall be subject to, the
      accuracy, truthfulness and completeness of all of Seller's representations
      and warranties in all material respects, and the due compliance by Seller
      of all of its agreements set forth in Article 4 hereof and elsewhere in
      this Contract. If, at the Closing, any of Seller's representations or
      warranties are determined to be inaccurate, untrue or incomplete in any
      material respect, then Purchaser may elect to terminate this Contract by
      notice given to Seller in addition to any other remedy specifically
      provided herein. If this Contract is so terminated, Seller shall promptly
      cause the Downpayment to be refunded to Purchaser, with all interest
      earned thereon, and Seller shall promptly pay the cost of any survey
      obtained. Upon such refund and payment, this Contract shall terminate and
      neither party to this Contract shall have any further rights or
      obligations hereunder other than any arising under Article 14 hereof.
      Notwithstanding anything to the contrary contained in the preceding
      sentence, if on the date scheduled for Closing any of Seller's
      representations or warranties are determined to be inaccurate, untrue or
      incomplete in any material respect, Seller shall have the same sixty (60)
      days (as opposed to an additional sixty (60) days, as provided in Section
      13.01 hereof), to adjourn the Closing to correct the underlying facts of
      the representations or warranties in question. For the purposes of this
      Section, if, at the Closing, any of Seller's representations or warranties
      are inaccurate, untrue or incomplete in any respect, and the resulting
      cost, expense and/or damages that Purchaser may incur, pay or be liable
      for as a result of such inaccuracy, untruthfulness or incompleteness is
      reasonably determinable and quantifiable at the Closing and is, at the
      Closing determined to be, and quantified at, $25,000.00 or less in the
      aggregate, then such inaccuracy, untruthfulness or incompleteness shall be
      deemed not material. If such quantified amount in the aggregate is greater
      than $25,000.00 but less than $50,000.00, and any such inaccurate, untrue
      or incomplete representation or warranty of Seller can be made accurate,
      true or complete with the payment of money on or prior to the Closing,
      Seller shall be obligated to spend such amount in order to correct or
      complete such representa- tation and/or warranty on or prior to the
      Closing. Any amount incurred by Seller in connection with the foregoing
      curative action shall be deducted from and reduce the $50,000.00 Maximum
      Expense of Seller set forth in Schedule "D", item no. 14. Under no
      circumstances shall Seller be obligated to spend more than $50,000.00, in
      the aggregate, to cure any matter(s) set forth in this Contract and/or
      relating to the Premises (except as otherwise specifically provided in
      Insert #39A to Section 13.02 hereof and in Section 22(c) hereof), whether
      before, on or after the date of the Closing.

      In connection with the foregoing, at the Closing, Seller shall deposit
      (from the proceeds of the Purchase Price) the sum of $50,000.00 less any
      amount incurred by Seller in reduction of the $50,000.00 Maximum Expense
      set forth in Schedule "D", item no. 14 (the "Rep/Warranty Reserve"), in
      escrow with Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.C.
      ("GTHLR&Q") in order to secure Seller's obligations to cure or correct, on
      or after the Closing, any inaccurate, untrue or incomplete material
      representation or warranty of Seller (which is


                                      - 7 -


      specifically provided in Article 26 hereof to survive the Closing and for
      the specific survival period therein provided), as expressly set forth
      above in this Section 21(w). The Rep/Warranty Reserve shall be held in one
      or more interest-bearing escrow accounts of GTHLR&Q for a period
      commencing on the date of the Closing and expiring on the earlier to occur
      of (i) six (6) months after the date of the Closing or (ii) December 15,
      1998 ("Reserve Period I"). Proceeds from the Rep/Warranty Reserve shall be
      released by GTHLR&Q and used by Seller, following Seller's and Purchaser's
      written direction to GTHLR&Q, for the foregoing purposes. At the
      expiration of Reserve Period I, GTHLR&Q shall notify Seller and Purchaser
      in writing of GTHLR&Q's intention to release the unapplied balance of the
      Rep/Warranty Reserve to Seller; if Purchaser does not object to such
      release in writing to GTHLR&Q within five (5) business days after receipt
      of such notice from GTHLR&Q, GTHLR&Q shall release the proceeds of such
      Rep/Warranty Reserve (or that portion thereof not contested by Purchaser)
      to Seller. All interest earned on the Rep/Warranty Reserve shall be paid
      to Seller.

      Notwithstanding any provision in this Contract to the contrary, (i) the
      foregoing provisions of this Section 21(w) shall not affect or extend any
      of the survival periods, if any, set forth in Article 26 hereof (and shall
      not create any survival period not set forth in said Article 26) and (ii)
      the Rep/Warranty Reserve shall not be used to cure, satisfy or address any
      matter relating to "Rent Claims" or other matters covered by the "Rent
      Reserve" in accordance with Section 22(c) hereof unless, and to the extent
      that, a Rent Claim relates specifically to an Article 21 representation or
      warranty which relates specifically to the substance of such Rent Claim.
      The provisions of this Section 21(w) shall survive the Closing.

      GTHLR&Q shall be afforded the same protections of Escrowee provided in
      Section 2.05 hereof with respect to the Rep/Warranty Reserve.

22.   Seller's Obligations Under Leases

      (a) Attached hereto as Schedule "M" are the leasing criteria for new
      leases (the "Leasing Criteria"), acceptable to Seller and Purchaser. All
      such leases entered into between the date of this Contract and the Closing
      by Seller, as landlord, are herein referred to as the "New Leases", except
      that Seller's right to enter into New Leases is subject to Section 22(b)
      hereof. Within two (2) business days after Seller enters into a New Lease,
      or immediately prior to the Closing (if the New Lease is entered into
      within two (2) business days prior to the Closing), Seller shall deliver
      to Purchaser an updated Schedule "E" setting forth, with respect to each
      New Lease, all of the information provided for in said Schedule "E". For
      the purposes of the representations, warranties, covenants and conditions
      set forth in this Contract, immediately upon Seller's entering into a New
      Lease, such New Lease shall be deemed an Existing Lease, except that all
      of the representations and warranties that are made as of the date of this
      Contract shall be deemed to have been made as of the date of the New
      Lease. (For the purposes of this Contract, the Existing Leases and all New
      Leases, if any, are herein referred to, collectively, as the "Leases.") In
      addition, from time to time between the date of this Contract and the
      Closing, to the extent that any of the information set forth in the said
      Schedule "E" changes with respect to an Existing Lease or a New Lease, or
      if any of the representations or warranties set forth in this Contract
      with respect to a Lease


                                      - 8 -


      changes or becomes inaccurate, Seller shall so notify Purchaser.

      (b) If Purchaser wishes to enter into a New Lease prior to the Closing, it
      has the authority to enter into such lease as authorized leasing agent of
      Seller provided the Leasing Criteria is satisfied in all material respects
      with respect to such New Lease. Notwithstanding anything to the contrary
      set forth in this Contract, if Seller wishes to enter into a New Lease
      prior to the Closing, Seller shall notify Purchaser of same in writing.
      Within three (3) business days after receipt of Seller's written notice of
      such proposed New Lease (which notice shall set forth the name and address
      of the proposed Tenant, the terms of such New Lease and the New Lease
      Expenses (as hereinafter defined)), Purchaser shall advise Seller in
      writing whether it consents to such New Lease. Purchaser shall have the
      right to reject such New Lease if the Leasing Criteria is not satisfied in
      Purchaser's reasonable judgment. If Purchaser rejects a New Lease pursuant
      to which the Leasing Criteria has been satisfied in Seller's reasonable
      judgment, then, at the Closing, Purchaser shall pay to Seller all rental
      and other income which Seller would have been entitled to receive pursuant
      to such New Lease (from the rent commencement date of the New Lease until
      the date of the Closing) as if such New Lease had been executed and
      delivered by Seller and the proposed Tenant.

      Notwithstanding anything to the contrary set forth in this Contract, from
      and after the date hereof, Purchaser shall be solely responsible for, and
      shall be the exclusive leasing agent with respect to, any New Leases and
      may, without the consent of Seller, enter into any New Leases and
      brokerage commission agreements (which shall expressly provide that such
      brokers shall look only to the landlord with respect to payment of such
      commissions) provided the Leasing Criteria is met in all material
      respects.

      A New Lease, where applicable, may require the landlord to pay outside
      real estate brokerage commissions and the cost of tenant improvements
      ("New Lease Expenses"). All New Lease Expenses shall be funded from the
      three (3) Downpayments, to the extent available, delivered on this date
      (and as may be supplemented at a future date in accordance with Insert #47
      to Schedule "D", item no. 7) to Mandel & Resnik P.C. ("Escrowee") in
      connection with this Contract, the contract with respect to the Ninth
      Avenue Property and the contract with respect to the 30th Street Property
      (collectively, the "Combined Downpayment"). As funds are required to be
      paid for New Lease Expenses prior to the Closing, such funds shall be
      disbursed from the Combined Downpayment pursuant to specific written
      instructions signed and delivered from both Purchaser and Seller to
      Escrowee, and such parties hereby authorize Escrowee to release and
      disburse any portion of the Combined Downpayment in accordance with such
      instructions.

      At the Closing, all New Lease Expenses shall be assumed by Purchaser and
      any amount disbursed from the Combined Downpayment in connection therewith
      shall be added to the balance of the Purchase Price payable by Purchaser
      at the Closing. If the Closing does not occur due to a default by
      Purchaser, Purchaser shall pay to Seller (not later than ten (10) days
      after the scheduled date of the Closing) the amount of any New Lease
      Expenses disbursed from the Combined Downpayment, and such amount shall be
      deemed to be part of the liquidated damages due to Seller pursuant to
      Article 2 hereof. If the Closing does not occur due to any reason other
      than Purchaser's default hereunder, Seller shall deliver to Escrowee (not
      later than ten (10) days after the scheduled


                                      - 9 -


      date of the Closing) a sum equal to the amount disbursed from the Combined
      Downpayment on account of New Lease Expenses. It is the intention of
      Purchaser and Seller that, on the date of the Closing, the entire Combined
      Downpayment shall equal (exclusive of interest earned) the aggregate
      amount originally delivered (and any amounts subsequently delivered in
      accordance with Insert #47 to Schedule "D", item no. 7) by Purchaser to
      Escrowee in connection with this Contract and the contracts relating to
      the Ninth Avenue Property and the 30th Street Property.

      (c) Notwithstanding anything to the contrary set forth in this Contract,
      Seller shall be responsible for any and all quantifiable overcharges or
      other quantifiable unperformed or improperly performed obligations of
      Seller, as landlord, with respect to rent, rent rebates, additional rent,
      rent adjustments, rent concessions, offsets or setoffs, escalations,
      services, utilities or other improper charges or unperformed or improperly
      performed obligations to tenants at the Premises claimed or asserted by
      such tenants if such claims or assertions (i) after investigation by
      Purchaser and Seller, are verified (and any amounts payable are
      quantified, and such amounts are determined to be payable in accordance
      with the applicable leases) by both Purchaser and Seller, in writing, in
      their reasonable judgment, (ii) are made by such tenants prior to December
      15, 1998 and (iii) relate to any period prior to the date of the Closing
      (collectively, "Rent Claims"). In connection therewith, Seller shall
      deposit the sum of $25,000.00 (the "Rent Reserve") with GTHLR&Q at the
      Closing to secure Seller's obligations to pay and be responsible for
      approved Rent Claims which shall have resulted or will result in any rent
      rebates, rent adjustments, rent concessions, offsets or setoffs by
      landlord in favor of tenants at the Premises after the date of the
      Closing. The Rent Reserve shall be held in one or more interest-bearing
      escrow accounts of GTHLR&Q for the period coterminous with Reserve Period
      I ("Reserve Period II"), to be used or needed to pay Purchaser or any
      tenants for such approved Rent Claims. At the expiration of Reserve Period
      II, GTHLR&Q shall notify Seller and Purchaser in writing of GTHLR&Q's
      intention to release the unapplied balance of the Rep/Warranty Reserve to
      Seller; if Purchaser does not object to such release in writing to GTHLR&Q
      within five (5) business days after receipt of such notice from GTHLR&Q,
      GTHLR&Q shall release the proceeds of such Rent Reserve (or that portion
      thereof not contested by Purchaser) to Seller. All interest earned on the
      Rent Reserve shall be paid to Seller.

      GTHLR&Q shall be afforded the same protections of Escrowee provided in
      Section 2.05 hereof with respect to the Rent Reserve.

      (d) At the Closing, the sum of One Hundred Fifty Thousand ($150,000)
      Dollars shall be credited against the Purchase Price and deposited by
      Purchaser with Escrowee (the "FEGS Deposit"). The FEGS Deposit shall be
      held by Escrowee in accordance with Section 2.05 hereof and shall be
      released by Escrowee upon the following terms and conditions:

                  (i) If within one (1) year following the date of the Closing,
      the existing lease with Federation Employment and Guidance Services, Inc.
      ("FEGS") is renewed by Purchaser (or its successor-in-interest), Purchaser
      (or its successor-in-interest) shall receive the FEGS Deposit from
      Escrowee; or

                  (ii) If within one (1) year following the date of the Closing,
      the existing lease with FEGS is not renewed for


                                     - 10 -


      any reason whatsoever, Seller shall receive the FEGS Deposit from
      Escrowee.

                  Either party may provide written notice to both Escrowee and
      the other party of its claim to the FEGS Deposit, and if Escrowee receives
      no written objection thereto from the other party within ten (10) business
      days after Escrowee's and the other party's receipt of such notice,
      Escrowee shall promptly deliver the FEGS Deposit to the party demanding
      same and thereupon Escrowee shall be released from all obligations or
      liability in connection therewith.

                  If there is a dispute between the parties with respect to any
      matter relating to the FEGS Deposit or the rights of the parties to the
      receipt of the FEGS Deposit, or if for any other reason Escrowee in good
      faith shall elect not to release and distribute the FEGS Deposit to either
      of the parties, Escrowee shall have the right to hold the FEGS Deposit
      until otherwise directed by written instructions from both parties or by a
      final judgment of a court (pursuant to the provisions of Section 2.05
      hereof). Purchaser and Seller acknowledge that, with respect to the FEGS
      Deposit, Escrowee shall be entitled to all of the rights and protections
      afforded to it in said Section 2.05.

      (e) The provisions of this Article 22 shall survive the Closing.

23.   Additional Covenants of Seller.

      (a) Seller shall provide or cause to be provided all such services with
      respect to the Premises and the tenants that are now required to be
      provided or currently are being provided.

      (b) Seller shall maintain and keep the Premises, including mechanical
      equipment of every kind used in the operation thereof, in a condition at
      least as good as its present condition so that the same shall be in a
      condition at least as good as its present condition on the date of the
      Closing, reasonable wear and tear excepted, and Seller shall not enter
      into any contracts, agreements or arrangement, including Service
      Contracts, or extend or modify any existing contracts, agreements or
      arrangements, including Service Contracts, which may affect the Premises
      in any manner whatsoever (other than with respect to New Leases as herein
      provided), without Purchaser's prior consent.

      (c) No Personal Property included in this sale shall be removed from the
      Premises unless the same are replaced with similar items of at least equal
      quality prior to the Closing.

      (d) If the landlord under any Lease or Tenancy has an obligation, whether
      accrued or contingent, to reimburse the tenant under such Lease or
      Tenancy, whether by way of payment or rent credit, for any expenses
      incurred by such tenant, Seller shall pay to Purchaser an amount equal to
      such payment or credit for reimbursable expenses at the Closing, provided
      such expenses were or are to be incurred by such tenant prior to or after
      the date of the Closing. Prior to the Closing, Seller shall perform and
      comply with all obligations and provisions to be performed and complied
      with by the tenant under any take-over leases entered into in connection
      with the leasing of the Premises, and Seller shall indemnify Purchaser
      against and hold Purchaser harmless from all losses, damages, liabilities
      and expenses (including, without limitation, reasonable attorneys' fees
      and disbursements) suffered or incurred by Purchaser as a result of
      Seller's failure to perform and comply with such obligations and
      provisions.


                                     - 11 -


      (e) Prior to the Closing, Seller shall make all books and records
      (including tenant files) relating to the ownership and operation of the
      Premises available to Purchaser and its accountants, attorneys and other
      representatives, and, upon reasonable prior notice at reasonable times,
      shall permit Purchaser's accountants, attorneys and other representatives
      to examine, audit and make copies of the same, at Purchaser's sole cost
      and expense. Prior to the Closing, Seller shall cooperate with Purchaser's
      accountants, attorneys and other representatives, shall allow such persons
      to make extracts from the aforesaid books and records and shall respond
      fully and candidly to inquiries made by such accountants, attorneys and
      other representatives.

      (f) After the date hereof, Seller shall request that, at the Closing, the
      holder of Seller's mortgage note and mortgage, upon receipt of full
      pay-off proceeds, assign such documents to Purchaser's designee. Seller
      agrees to reasonably cooperate with Purchaser and such lender in
      connection with the foregoing.

24.   Failure of Seller to Perform

      Except for a willful default by Seller, if Seller is unable for any reason
      to satisfy the conditions to Closing set forth herein, the sole remedy of
      Purchaser hereunder shall be the return of the Downpayment and the payment
      by Seller to Purchaser of the "net cost of title examination" and the cost
      of updating the survey for the Premises, Purchaser hereby waiving any
      right or claim for damages or specific performance and the right to file a
      lis pendens against the Premises. If Purchaser believes that any of the
      Sellers has wilfully defaulted under any of the three contracts described
      in Article 19 hereof and if Purchaser elects to commence an action against
      such selling partnership for specific performance with respect to the
      particular contract executed by such selling partnership, Purchaser must
      commence such action, and diligently prosecute the same, against all three
      of the Sellers with respect to all three of the Properties in one
      consolidated proceeding. If Purchaser discontinues such action at any
      time, Purchaser must release all three of the Sellers and their respective
      Properties, with prejudice, therefrom.

25.   Notices

      Except as otherwise expressly permitted in this Contract, all notices,
      demands, approvals, consents, requests and other communications which
      under the terms of this Contract, or under any statute, must or may be
      given or made by the parties hereto, must be in writing, and must be made
      either (i) by depositing such notice in the registered or certified mail
      of the United States of America, return receipt requested, or (ii) by
      delivering such notice by a commercial courier, which courier provides for
      delivery with receipt guaranteed, or (iii) by hand delivery, addressed to
      each party as follows:

            If to Purchaser:        at the address set forth on the
                                    first page of this Contract,
                                    Attention: Benjamin P. Feldman, Esq.

            With a copy to:         Greenberg Traurig Hoffman Lipoff
                                    Rosen & Quentel, P.C.
                                    Attention: Paul R. Alter, Esq.
                                    200 Park Avenue
                                    New York, New York 10166

            If to Seller:           at the address set forth on the


                                     - 12 -


                                    first page of this Contract,
                                    Attention: Mr. Michael Green

            With a copy to:         Mandel & Resnik P.C.
                                    Attention: Barry H. Mandel, Esq.
                                    220 East 42nd Street - 20th Floor
                                    New York, New York 10017

            If to Escrowee:         Mandel & Resnik P.C.
                                    Attention: Barry H. Mandel, Esq.
                                    220 East 42nd Street - 20th Floor
                                    New York, New York 10017

      All notices, demands, approvals, consents, requests and other
      communications shall be deemed to have been delivered (i) if mailed as
      provided for in this Article, on the date which is three (3) business days
      after mailing or (ii) if sent by commercial courier, on the date which is
      one (1) business day after dispatching, or (iii) if sent by hand delivery,
      on the date of such delivery or refusal to accept same. Either party may
      designate by notice in writing given in the manner herein specified a new
      or other address to which such notice, demand, approval, consent, request
      or other communication shall thereafter be so given or made. A notice
      given by counsel for Seller or Purchaser shall be deemed a valid notice if
      addressed and sent in accordance with the provisions of this Article.

26.   Survival.

      Except as otherwise provided in this Contract, no representations,
      warranties, covenants or other obligations of Seller set forth in this
      Contract shall survive the Closing, and no action based thereon shall be
      commenced after the Closing. The representations, warranties, covenants
      and other obligations of Seller set forth in Sections 6.01, 6.02, 21(a)
      and 21(k) hereof shall survive the Closing for ninety (90) days, and no
      action based thereon shall be commenced after the last day of such ninety
      (90) day period. Notwithstanding anything contained in this Contract to be
      contrary, (i) the covenants and obligations of Seller set forth in
      Sections 9.05, 12.03, 14.01, 21(c), 21(f), 21(g) and 23(d) hereof shall
      survive the Closing indefinitely, subject to applicable statutes of
      limitation, and (ii) with respect to Section 21(k) hereof, the survival of
      Seller's representation for 90 days shall be limited to any liens filed or
      to be filed against the Premises resulting from work caused to be
      performed by Seller (and for which no tenant is responsible).

27.   Miscellaneous Provisions.

      (a) Supplementing Section 17.06 hereof, the submission of this Contract
      for examination shall not bind Seller in any manner or be construed as an
      offer to sell, and no contract or obligation of Seller or Purchaser shall
      arise until this instrument is executed and delivered by both Seller and
      Purchaser and the Downpayment has been received and collected by Escrowee.

      (b) At or prior to the Closing, Seller shall deliver an estoppel
      certificate (in the form annexed hereto as Exhibit "D") duly executed and
      delivered by each of the Existing Tenants listed on Schedule "L" hereto
      or, if Seller is unable to obtain and deliver such estoppel certificate
      from one or more of such tenants, Seller shall execute and deliver such
      estoppel certificate(s) in its name. Each such estoppel certificate
      delivered by each of the Existing Tenants shall be


                                     - 13 -


      dated not earlier than April 1, 1998 and Seller's estoppel certificate(s)
      shall be dated not earlier than five (5) business days prior to the date
      of the Closing. In addition, Seller shall submit such estoppel certificate
      to all other tenants of the Building. Seller shall use its reasonable
      efforts to have all tenants complete, execute and deliver such estoppel
      certificate to Purchaser prior to the Closing; however, a tenant's failure
      or refusal to execute and return an estoppel certificate (in the form of
      Exhibit "D") or a tenant's modification of or supplement to the text of
      such estoppel certificate (which has been executed and returned by such
      tenant), shall not be deemed a default by Seller under this Contract or
      entitle Purchaser to terminate this Contract provided that Seller has
      delivered, at the Closing, substitute estoppel certificate(s) in its name
      as provided above.

      (c) Prior to the Closing, Seller, at Seller's election, may convert the
      within transfer of title to the Premises to a tax free exchange under
      Section 1031 of the Internal Revenue Code, provided that such tax free
      exchange in no way delays the Closing under this Contract. If Seller so
      elects, Purchaser, at no cost or expense to Purchaser, shall cooperate
      with Seller in effectuating said tax free exchange, and Seller shall
      indemnify and hold Purchaser harmless from and against any and all costs,
      expenses, damages and liabilities incurred or paid by Purchaser in
      connection therewith, Seller's obligation under this Section surviving the
      Closing.

      (d) Except as otherwise specifically set forth herein, Seller has not made
      and does not make, and Seller has not authorized any other party to make,
      any representations or other statements whatsoever as to: the use,
      convertibility for other use, occupancy, physical condition (including,
      without limitation, the presence or absence of hazardous materials in, on
      or about the Premises), market value, state of repair, gross or net income
      derived from the Premises, expenses of operation (including, without
      limitation, taxes assessed against the Premises), or any other matter or
      thing affecting or relating to the Premises or the fixtures and items of
      Personal Property included in this sale and Purchaser hereby expressly
      acknowledges that no such representations or other statements have been
      made by or on behalf of Seller.

      (e) Neither party shall record this Contract or any memorandum hereof. Any
      such filing or recordation shall be null and void ab initio. Further, any
      attempt by Purchaser to record this Contract as aforesaid shall be a
      default of Purchaser hereunder and thereupon, at Seller's option, this
      Contract shall be deemed terminated and Seller shall have any and all
      remedies for the default of Purchaser as provided herein.

      (f) For the purposes of this Contract, all representations and warranties
      made by Seller shall be based upon the actual knowledge of Mr. Norman
      Sturner and/or Mr. Neil Siderow.

28.   Inspection

      Purchaser has caused or has waived the right to cause a full and complete
      inspection to be made of the Premises and the Personal Property, as well
      as a thorough investigation regarding all matters and things relating to
      the Premises, including all environmental matters relating thereto. Except
      as otherwise set forth in this Contract, Purchaser shall take title to the
      Premises and any fixtures and items of Personal Property being sold
      therewith "AS IS" and "WHERE IS" as of the date hereof, subject to any and
      all conditions and defects of any nature whatsoever (including, without
      limitation,


                                     - 14 -


      structural, environmental, latent and other conditions or defects) which
      may now or hereafter exist.

29.   Risk of Loss

      Supplementing the provisions of Article 8 hereof, the risk of loss shall
      be on Seller until the Closing and thereafter it shall be assumed by
      Purchaser. In the event of a fire or other casualty or condemnation of a
      material nature occurring prior to the Closing, Purchaser shall have the
      option of either terminating this Contract or acquiring the Premises with
      an abatement in the Purchase Price in an amount equal to the insurance
      proceeds paid in respect of the damages sustained to the Premises.

30.   Management

      Seller shall cancel, on or before the date of the Closing, any and all
      management agreements applicable to the Premises and such cancellation
      shall be a condition precedent to Purchaser's obligation to purchase the
      Premises.

31.   Rent Arrears

      As to prior rent arrears, Purchaser shall receive the first rents from
      tenants in arrears as a trust fund for prompt remission to Seller in
      payment of such tenant's arrears. However, if a court of competent
      jurisdiction shall have finally determined that any tenant in arrears is
      entitled to a rent abatement with respect to any portion of prior rent
      arrears, the payment due to Seller pursuant to the immediately preceding
      sentence shall be appropriately adjusted. The provisions of this Article
      shall survive the Closing.

32.   Termination of Tenancies

      (a) If any tenant shall fail to comply with the provisions of any lease or
      other agreement affecting the Premises, or any part thereof, prior to the
      Closing, Seller shall have the right to commence summary proceedings
      against such tenant(s) in the event of non-payment of rent, and to
      prosecute such proceedings to money judgment (but not a judgment of
      possession) after the Closing (with Purchaser's cooperation, at no cost to
      Purchaser if such action relates to unpaid rents due exclusively to Seller
      for any period(s) prior to the Closing).

      (b) Seller makes no representation and assumes no responsibility with
      respect to continued occupancy of the Premises or any part thereof by any
      tenant or tenants now in possession. Prior to the Closing, (i) Seller
      shall not settle any suit, action or proceeding commenced to enforce the
      collection of rents or Additional Rents due Seller from past, present or
      future tenants of the Building without obtaining Purchaser's prior consent
      (which consent shall not be unreasonably withheld or delayed) if such
      settlement would materially adversely affect Purchaser's rights, after the
      Closing, in any respect; and (ii) Seller shall be entitled, but not
      obligated, to enforce the rights under any lease or any tenancy by summary
      proceedings or otherwise; however, Seller shall not terminate any lease
      without Purchaser's prior consent.

33.   Title Objections.

      Purchaser shall order a title report and a full lien and municipal search
      with respect to the Premises promptly upon execution of this Contract, and
      shall instruct its title


                                     - 15 -


      company to deliver a copy of the title report and all title documents and
      title updates and continuations to be delivered to Mandel & Resnik P.C.,
      220 East 42nd Street - 20th Floor, New York, New York 10017, Attention:
      Barry H. Mandel, Esq., at the time such documents and information are
      delivered to Purchaser and/or its counsel. All objections to title must be
      submitted by Purchaser in writing to Mandel & Resnik P.C. promptly
      following Purchaser's receipt of a title report and each title update or
      continuation, but not less than ten (10) days prior to the date of the
      Closing set forth herein. All objections not so submitted to Seller's
      counsel shall be deemed waived by Purchaser, except with respect to any
      matters of title initially disclosed to Purchaser and Seller within such
      10-day period (in which event any objections to title shall be
      communicated to Seller's counsel not later than the second business day
      following receipt, so long as such second business day precedes the date
      of the Closing). Any attempt by Seller to cure an objection shall not be
      construed as an admission by Seller that such objection is one which would
      give Purchaser the right to cancel this Contract.

                                        NASSAU STREET PARTNERS

                                        BY: MURRAY HILL ASSOCIATES XVI, INC.
                                            General Partner


                                            By: /s/ Neil Siderow
                                               -----------------------------
                                               Neil Siderow,
                                               President

                                        SL GREEN OPERATING PARTNERSHIP, L.P.,

                                        BY: SL GREEN REALTY CORP.,
                                            General Partner


                                            By: /s/ Steven H. Klein
                                               -----------------------------
                                               Steven H. Klein,
                                               Executive Vice President


                                     - 16 -


                        LIST OF SCHEDULES AND EXHIBITS

                                116 Nassau Street

      Schedule    A     -     Legal Description of Premises
      Schedule    B     -     Permitted Exceptions
      Schedule    C     -     Purchase Price
      Schedule    D     -     Miscellaneous Information
      Schedule    E     -     Existing Leases, Rent Roll and
                                Security Deposits
      Schedule    F     -     Insurance
      Schedule    G     -     Pay Roll/Employees
      Schedule    H     -     Service Contracts
      Schedule    I     -     Certain Pending Transactions for
                              which Purchaser may be Obligated to Pay
                                a Brokerage Commission
      Schedule    J     -     Personal Property
      Schedule    K     -     Operating Statements
      Schedule    L     -     List of Existing Tenants
                                for Estoppel Certificates
      Schedule    M     -     Leasing Criteria

      Exhibit A         -     Assignment and Assumption of Leases
                                and Security Deposits
      Exhibit B         -     Assignment and Assumption of
                                Contracts
      Exhibit C         -     Form of Notice to Tenants
      Exhibit D         -     Tenant Estoppel Certificate


                                   Schedule A

                          Legal Description of Premises

ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:

BEGINNING at the corner formed by the intersection of the Southerly side of
Nassau Street with the Easterly side of Jay Street;

THENCE RUNNING Easterly along the Southerly side of Nassau Street 176 feet 1
inch to land now or late of Henry Barclay, Jr.;

THENCE Southerly parallel with Jay Street and along said land of Henry Barclay
Jr. 100 feet;

THENCE Westerly parallel with Nassau Street 91 feet 4 inches;

THENCE Northerly parallel with Jay Street 6 feet;

THENCE Westerly nearly parallel with Nassau Street and part of the distance
through a party wall 84 feet 9 inches to a point on the Easterly side of Jay
Street 93 feet 10 inches Southerly from the Southeasterly corner of Nassau and
Jay Street;

THENCE Northerly along the Easterly side of Jay Street 93 feet 10 inches to the
corner, the point or place of Beginning.

Premises known as:  116-132 Nassau Street a/k/a 199-201 Jay
                    Street, Brooklyn, NY.
                    Block 107
                    Lot 9


                                   Schedule C
                                 PURCHASE PRICE

The Purchase Price shall be paid as follows:

(a) By check subject to collection or

 by wire transfer, the receipt of which

 is hereby acknowledged by Seller:            $500,000.00
                                              ------------

(b) By check, checks or wire transfer

 delivered to Seller at Closing in accordance

 with the provisions of Section 2.02:      $10,000,000.00
                                           --------------

                                           --------------
Purchase Price                             $10,500,000.00
                                           ==============

                                   Schedule D
                                 MISCELLANEOUS

1. Title insurer designated by the parties (ss.1.02):

2.

3.

4.

5. Seller's tax identification number (ss.2.05):

6. Purchaser's tax identification number (ss.2.05):

7. Scheduled time and date of Closing (ss.3.01): [INSERT 47]

8. Place of Closing (ss.3.01): [INSERT 48]

9. Assessed valuation of Premises (ss.4.10): [INSERT 48A]

10.   Fiscal year and annual real estate taxes on Premises (ss.4.10):
      $111,697.36

11.   Tax abatements or exemptions affecting Premises (ss.4.10): None

12.   Assessments on Premises (ss.4.13): None

14.   Maximum Expense of Seller to cure title defects, etc. (ss.13.02): [INSERT
      49]

15. Broker, if any (ss.14.01): Murray Hill Properties Corp.

16.   Party to pay broker's commission (ss.14.01): Seller

19.   Additional Schedules or Riders (ss.17.08):
                                  See attached

                                   Schedule E
                                 RENT SCHEDULE
                          (to be attached separately)



                                                           Exhibit 2.6


                   THE FIRST REPUBLIC CORPORATION OF AMERICA
                                302 Fifth Avenue
                            New York, New York 10001

                                                          January 20, 1998

SL Green Operating Partnership, L.P.
c/o S.L. Green Real Estate
70 West 36th Street
New York, New York  10018

   Re: Contract of Sale of even date herewith (the "Agreement")
       between The First Republic Corporation of America ("Seller"), as
       Seller, and SL Green Operating Partnership, L.P. ("Purchaser"),
       as Purchaser, with respect to 321 West 44th Street, New York,
       New York (the "Premises")

Gentlemen:

      For the purposes of this letter agreement, unless otherwise defined in
this letter agreement, all capitalized terms used herein shall have the meanings
ascribed to them in the Agreement.

      In consideration of the Agreement, and for the ($10.00) dollars and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Seller and Purchaser agree as follows:

      1. Seller hereby represents to Purchaser that (i) as of the date of the
Agreement there are no persons employed by or on behalf of Seller in connection
with the management, operation or maintenance of the Building, other than the
persons listed on Schedule F to the Agreement (the "Employees"), and (ii) the
Employees are employed by or on behalf of Seller pursuant to the collective
bargaining agreement described on Exhibits F and G to the Agreement (the "Union
Agreement");

      2. Without the prior written consent of Purchaser in each instance,
between the date of the Agreement and the date of Closing, Seller shall not hire
(or permit the hiring or) any person in connection with the management,
operation or maintenance of the Building either as an additional employee or as
a replacement for an existing Employee, except that such consent shall be given
by Purchaser if, in the case of a replacement for an existing Employee, such
replacement is necessary for the proper management, operation or maintenance of
the Building at the level that same is being managed, operated and maintained as
of this date of this contract;


      3. Notwithstanding anything contained in the Agreement or in this letter
agreement to the contrary, at Closing, Purchaser, at Purchaser's election, may
(but shall not be obligated to) adopt the Union Agreement and assume the
obligations of an employer thereunder and offer employment to any or all of the
employees covered by the Union Agreement. In the event and to the extent that
Purchaser so elects to adopt the Union Agreement, Seller and Purchaser shall
execute and deliver to the other at Closing, an assignment and adoption
agreement pursuant to which the Union Agreement is assigned to Purchaser and
duly adopted and assumed by Purchaser. To the extent that Purchaser elects not
to adopt the Union Agreement or offer employment to an Employee, Seller shall
terminate all Employees designated by Purchaser, and Purchaser agrees to
indemnify, defend and hold Seller free and harmless from and against any and all
liability, claims, actions, damages, judgments, penalties and expenses,
including, but not limited to, any severance payments payable to an Employee
whose employment was not continued by Purchaser, and reasonable attorneys' fees,
arising out of such termination and the failure by Purchaser to offer employment
to such Employee(s); and

      4. (a) For the purposes of this Paragraph 4, "Actual Net Credit" shall
mean the actual net credit to Seller or Purchaser, as the case may be, after
computing all of the apportionments to be made between the parties at the
Closing as of the close of business on the day prior to the Closing Date (as
more particularly provided in Section 12 of the Agreement), and "Adjusted Net
Credit" shall mean the credit to Seller or Purchaser, as the case may be, after
computing all of the apportionments to be made between the parties at the
Closing as of the close of business on the day prior to the Closing Date (as
more particularly provided in Section 12 of the Agreement), but as if the
Closing Date were the first (1st) day of the calendar month in which the actual
Closing Date occurs.

         (b) Notwithstanding anything contained in the Agreement to the
contrary, at Purchaser's option, but only if the Adjusted Net Credit is a
greater credit to Purchaser than is the Actual Net Credit (the difference
between the Adjusted Net Credit and the Actual Net Credit being hereinafter
referred to as the "Credit Difference"), all Closing apportionments to be made
under the Agreement shall be made as if the Closing Date were the first (1st)
day of the calendar month in which the actual Closing Date were the first (1st)
day of the calendar month in which the actual Closing Date occurs, and the
Purchase Price shall be increased by the Credit Difference. If the Purchaser
exercises such option, then, at Purchaser's further option, Seller and
Purchaser, at or prior to Closing, shall amend the Agreement to reflect such
increased Purchase Price and the apportionment date. (By way of illustration, if
the Actual Net Credit is a credit to Seller, and the Adjusted Net Credit is a
smaller credit to Seller or is a credit to Purchaser, then Purchaser shall have
paid option.)

      5. Except as otherwise expressly set forth in this letter 


agreement, the Agreement shall remain unmodified and in full force and effect.

      To confirm your agreement to the foregoing, please execute this letter in
the space provided below.

                                   Very truly yours,

                                   THE FIRST REPUBLIC CORPORATION OF AMERICA


                                   By:  /s/ [ILLEGIBLE]
                                        ----------------------------
                                        Name:
                                        Title:

AGREED:

SL GREEN OPERATING PARTNERSHIP. L.P.
By:     SL Green Realty Corp., its
        General Partner


By: /s/ Steven H. Klein
    ------------------------------
        Steven H. Klein
        Executive Vice President

ESCROW AGENT:


By: /s/ S. L. Bernstein
    ------------------------------
    Name: S.L. Bernstein
    Title: Atty at Law



           [LETTERHEAD OF THE FIRST REPUBLIC CORPORATION OF AMERICA]

January 21, 1998

VIA MESSENGER

SL GREEN OPERATING PARTNERSHIP, L.P.
70 West 36th Street
New York, NY  10018

      Re:   Contract of Sale dated January 20, 1998 (the "Contract") between The
            First Republic Corporation of America, as Seller, and SL Green
            Operating Partnership, L.P., as Purchaser. Premises: 321 West 44th
            Street, New York, New York

Gentlemen:

Per our telephone conversation yesterday, the following Service Contracts should
be added to Schedule G of the Contract:

6.    Harvard Protection Services, Inc. dated February 4, 1997, as amended
      December 4, 1997

7.    Bay City Metering Co., Inc. dated October 11, 1997

8.    Ready Alarm, Division of United Telephone Services, Inc. dated August 8,
      1995

You have advised that we should not terminate the Service Contract identified in
item 8 above but that we should proceed to terminate those referred to in items
6 and 7 above. We hereby agree to terminate the service contracts referred to in
items 6 and 7 above, effective on or before Closing (as defined in the
Contract), except that you have agreed to indemnify and hold us harmless from
and against 50% of any and all claims, liability, costs, charges, expenses,
losses and fees arising out of, resulting from, or related to such terminations,
and we agree that the maximum amount of such indemnification shall not exceed
an aggregate of $25,000.00.


SL GREEN OPERATING PARTNERSHIP, L.P.
Page 2
January 21, 1998


Please sign and return this letter, which will then constitute a First Amendment
to the Contract.

                                      Very truly yours,

                                      THE FIRST REPUBLIC CORPORATION OF AMERICA
                                      
                                      
                                      By: /s/ Stephen L. Bernstein
                                          ------------------------------------
                                          Stephen L. Bernstein, Vice President

SLB/ja

UNDERSTOOD AND AGREED:

SL GREEN OPERATING PARTNERSHIP, L.P.
By: SL Green Realty Corp. gen. partner


By: /s/ Steven H. Klein
   -------------------------------------

Name in Print:  STEVEN H. KLEIN
Print Title:    E.V.P.



                                                           Exhibit 2.7


154 Contract of sale for New York office,                 Distribution by Julius
commercial and multi-family                                       Blumberg, Inc.
residential premises. 2-95                                             NYC 10013

Prepared by the Real Property Committee of the Association of the Bar of the
City of New York.

   NOTE: This form is intended to cover matters common to most transactions.
               Provisions should be added, altered or deleted to
              suit the circumstances of a particular transaction.

  Contract of Sale -- Office, Commercial and Multi-Family Residential Premises
  ----------------------------------------------------------------------------

                               Table of Contents

Section 1.  Sale of premises and acceptable title

Section 2.  Purchase price, acceptable funds, existing mortgages, purchase money
            mortgage, escrow of downpayment and foreign persons

Section 3.  The closing

Section 4.  Representations and warranties of seller

Section 5.  Acknowledgements of purchaser

Section 6.  Seller's obligations as to leases

Section 7.  Responsibility for violations

Section 8.  Destruction, damage or condemnation

Section 9.  Covenants of seller

Section 10. Seller's closing obligations

Section 11. Purchaser's closing obligations

Section 12. Apportionments

Section 13. Objections to title, failure of seller or purchaser to perform and
            vendee's lien

Section 14. Broker

Section 15. Notices

Section 16. Limitations on survival of representations, warranties, covenants
            and other obligations

Section 17. Gains tax and miscellaneous provisions

Signatures and receipt by escrowee

Schedule A. Description of premises (to be attached)

Schedule B. Permitted exceptions

Schedule C. Purchase price

Schedule D. Miscellaneous

Schedule E. Rent schedule (to be attached)

            CONTRACT dated January 20, 1998 between

      THE FIRST REPUBLIC CORPORATION OF AMERICA, a Delware corporation, having
its principal office and place of business at 302 Fifth Avenue, New York, NY
10001


("Seller") and

      SL GREEN OPERATING PARTNERSHIP, L.P., a Delaware limited partnership,
having its principal office and place of business at 70 West 36th Street, New
York, NY 10018, by SL GREEN REALTY CORP., its general partner

("Purchaser").

            Seller and Purchaser hereby covenant and agree as follows:

Section 1. Sale of Premises and Acceptable Title

      ss.1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, at the price and upon the terms and conditions set forth in this
contract: (a) the parcel of land more particularly described in Schedule A
attached hereto ("Land") [INSERT 1]; (b) all buildings and improvements situated
on the Land (collectively, "Building"); (c) all right, title and interest of
Seller, if any, in and to the land lying in the bed of any street or highway in
front of or adjoining the Land to the center line thereof and to any unpaid
award for any taking by condemnation or any damage to the Land by reason of a
change of grade of any street or highway; (d) the appurtenances and all the
estate and rights of Seller in an to the Land and Building; and (e) all right,
title and interest of Seller, if any, in and to the fixtures, equipment and
other personal property attached or appurtenant to the Building (collectively,
"Premises"). The Premises are located at or known as

                               321 West 44th Street
                               New York, NY

      ss.1.02. Seller shall convey and Purchaser shall accept fee simple title
to the Premises in accordance with the terms of this contract, subject only to:
(a) the matters set forth in Schedule B attached hereto (collectively,
"Permitted Exceptions"); and (b) such other matters as (i) the title insurer
specified in Schedule D attached hereto shall be willing, without special
Premium, to omit as exceptions to coverage.

Section 2. Purchase Price, Acceptable Funds, Existing Mortgages, Purchase Money
           Mortgage, and Escrow of Downpayment and Foreign Persons

      ss.2.01. The purchase price ("Purchase Price") to be paid by Purchaser to
Seller for the Premises as provided in Schedule C attached hereto is
$17,000,000

      ss.2.02 All monies payable under this contract, unless otherwise specified
in this contract, shall be paid by (a) certified checks of Purchaser or any
person making a purchase money loan to Purchaser drawn on any bank, savings
bank, trust company or savings and loan association having a banking office in
the State of New York [INSERT 2] official bank checks drawn by any such banking
institution, payable to the order of Seller, except that uncertified checks of
Purchaser payable to the order of Seller up to the amount of one-half of one
percent of the Purchase Price shall be acceptable for sums payable to Seller at
the Closing.


                                      -1-


      ss. 2.05. (a) The sum paid under paragraph (a) of Schedule C [INSERT 1]
other sums paid on account of the Purchase Price prior to the Closing
(collectively, "Downpayment") [INSERT 2] paid by check or checks drawn to the
order of and delivered to Seller's attorney [INSERT 3] ("Escrowee"). The
Escrowee shall hold the proceeds thereof in escrow in a special bank account (or
as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the
Closing or sooner termination of this contract and shall pay over or apply such
proceeds in accordance with the terms of this section. Escrowee [INSERT 4] hold
such proceeds in an interest-bearing account, any interest earned thereon, shall
be paid to the same party entitled to the escrowed proceeds, and the party
receiving such interest shall pay any income taxes thereon. The tax
identification numbers of the parties are either set forth in Schedule D or
shall be furnished to Escrowee upon request. At the Closing, such proceeds and
the interest thereon, if any, shall be paid by Escrowee to Seller. If for any
reason the Closing does not occur and either party makes a written demand upon
Escrowee for payment of such amount, Escrowee shall give written notice to the
other party of such demand. If Escrowee does not receive a written objection
from the other party to the proposed payment within 10 business days after the
giving of such notice, Escrowee is hereby authorized to make such payment. If
Escrowee does receive such written objection within such 10 day period or if for
any other reason Escrowee in good faith shall elect not to make such payment,
Escrowee shall continue to hold such amount until otherwise directed by written
instructions from the parties to this contract or a final judgment of a court.
However, Escrowee shall have the right at any time to deposit the escrowed
proceeds and interest thereon, if any, with the clerk of the Supreme Court of
the county in which the Land is located. Escrowee shall give written notice of
such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be
relieved and discharged of all further obligations and responsibilities
hereunder.

            (b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience, that Escrowee shall not
be deemed to be the agent of either of the parties, and that Escrowee shall not
be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this contract or
involving gross negligence. Seller and Purchaser shall jointly and severally
indemnify and hold Escrowee harmless from and against all costs, claims and
expenses, including reasonable attorneys' fees, incurred in connection with the
performance of Escrowee's duties hereunder, except with respect to actions or
omissions taken or suffered by Escrowee in bad faith, in willful disregard of
this contract or involving gross negligence on the part of Escrowee.

            (c) Escrowee has acknowledged agreement to these provisions by
signing in the place indicated on the signature page of this contract.

      ss. 2.06. In the event that Seller is a "foreign person", as defined in
Internal Revenue Code Section 1445 and regulations issued thereunder
(collectively, the "Code Withholding Section"), or in the event that Seller
fails to deliver the certification of non foreign status required under ss.
10.12(c), or in the event that Purchaser is not entitled under the Code
Withholding Section to rely on such certification, Purchaser shall deduct and
withhold from the Purchase Price a sum equal to ten percent (10%) thereof and
shall at Closing remit the withheld


                                      -2-


amount with Forms 8288 and 8288A (or any successors thereto) to the Internal
Revenue Service; and if the cash balance of the Purchase Price payable to Seller
at the Closing after deduction of net adjustments, apportionments and credits
(if any) to be made or allowed in favor of Seller at the Closing as herein
provided is less than ten percent (l0%) of the Purchase Price, Purchaser shall
have the right to terminate this contract, in which event Seller shall refund
the Downpayment to Purchaser and shall reimburse Purchaser for title examination
and survey costs as if this contract were terminated pursuant to ss.13.02. The
right of termination provided for in this ss.2.06 shall be in addition to and
not in limitation of any other rights or remedies available to Purchaser under
applicable law.

Section 3. The Closing

      ss. 3.01. Except as otherwise provided in this contract, the closing of
title pursuant to this contract ("Closing") shall take place on the scheduled
date and time of closing specified in Schedule D (the actual date of the Closing
being herein referred to as "Closing Date") at the place specified in Schedule

Section 4. Representations and Warranties of Seller

      Seller represents and warrants to Purchaser as follows:

      ss.4.01. Unless otherwise provided in this contract, Seller is the sole
owner of the Premises.

      ss.4.02. If the Premises are encumbered by an Existing Mortgage(s), no
written notice has been received from the Mortgagee(s) asserting that a default
or breach exists thereunder which remains uncured and no such notice shall have
been received and remain uncured on the Closing Date. If copies of documents
constituting the Existing Mortgage(s) and note(s) secured thereby have been
exhibited to and initialed by Purchaser or its representative, such copies are
true copies of the originals and the Existing Mortgage(s) and note(s) secured
thereby have not been modified or amended except as shown in such documents.

      ss.4.03. [INSERT 1]

If any Leases which have been exhibited to and initialed by Purchaser or its
representative contain provisions that are inconsistent with the foregoing
representations and warranties, such representations and warranties shall be
deemed modified to the extent necessary to eliminate such inconsistency and to
conform such representations and warranties to the provisions of the Leases.

      ss.4.04. [INSERT 2]

      ss.4.06. [INSERT 3]

      ss. 4.07 [INSERT 4] lists all employees presently employed at the
Premises, and the information contained therein is accurate as of the date set
forth therein or, if no date is set forth therein, as of the date hereof, and,
except as otherwise set forth in such schedule, [INSERT 5] covered by a union
contract and there are no retroactive increases or other accrued and unpaid sums
owed to any employee. [INSERT 6]

      ss.4.08. [INSERT 7]

      ss.4.09. The copy of a certificate of occupancy for the Premises exhibited
to and initialed by Purchaser or its representative, is a true copy of the
original and such certificate has not been amended, but Seller makes no
representation as to compliance with any such certificate. [INSERT 8]

      ss.4.10. The assessed valuation and real estate taxes set forth in
Schedule D, if any, are the assessed valuation of the Premises and the taxes
paid or payable with respect thereto for the fiscal year indicated in such
schedule. Except as otherwise set forth in Schedule D, there are no tax
abatements or exemptions affecting the Premises.

      ss.4.11. [INSERT 9]

      ss.4.12. Seller has no actual knowledge that any incinerator, boiler or
other burning equipment on the Premises is being operated in violation of
applicable law. [INSERT 10] of a certificate or certificates of operation
therefor have been exhibited to and initialed by Purchaser or its
representative, such copies are true copies of the originals.

      ss.4.13. Except as otherwise set forth in Schedule D, Seller has no actual
knowledge of any assessment payable in annual installments, or any part thereof,
which has become a lien on the Premises. [INSERT 11]

      ss.4.14. Seller is not a "foreign person" as defined in the Code
Withholding Section.

[INSERT 12]

Section 5. Acknowledgments of Purchaser

      Purchaser acknowledges that:

      ss.5.01. Purchaser has inspected the Premises, is fully familiar with the
physical condition and state of repair thereof, and, subject to the provisions
of ss.7.01, ss.8.01, and ss.9.04, shall accept the Premises "as is" and in their
present condition, subject to reasonable use, wear, tear and natural
deterioration between now and the Closing Date, without any reduction in the
Purchase Price for any change in such condition by reason thereof subsequent to
the date of this contract.

      ss.5.02. Before entering into this contract, Purchaser has made such
examination of the Premises, the operation, income and expenses thereof and all
other matters affecting or relating to this transaction as Purchaser deemed
necessary. In entering into this contract, Purchaser has not been induced by and
has not relied upon any representations, warranties or statements, whether
express or implied, made by Seller or any agent, employee or other
representative of Seller or by any broker or any other person representing or
purporting to represent Seller, which are not expressly set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally.

Section 6. Seller's Obligations as to Leases

      ss.6.01. Unless otherwise provided in a schedule attached to this
contract, between the date of this contract and the Closing, Seller shall not,
without Purchaser's prior written consent, which consent shall not be
unreasonably withheld: (a) amend, renew or extend any [INSERT 13] Lease in any
respect, unless required by law; (b) grant a lease to any tenant occupying space
pursuant to a Tenancy [INSERT 14]; or (c) terminate any [INSERT 13] Lease or
Tenancy except by reason of a default by the tenant thereunder.

      ss.6.02. Unless otherwise provided in a schedule attached to this
contract, between the date of this contract and the Closing, Seller shall not
permit occupancy of, or enter into any, new lease for, space in the Building
which is presently vacant which may hereafter become vacant without first giving
Purchaser written notice of the identity of the proposed tenant, together with
(a) either a copy of the proposed lease or a summary of the terms thereof in 
reasonable detail and (b) a


                                      -3-


statements of the amount of the brokerage commission, if any, payable in
connection therewith and the terms of payment thereof. If Purchaser objects to
such proposed lease, Purchaser shall so notify Seller within 4 business days
after receipt of Seller's notice if such notice was personally delivered to
Purchaser, or within 7 business days after the mailing of such notice by Seller
to Purchaser, in which case Seller shall not enter into the proposed lease.
Unless otherwise provided in a schedule attached to this contract, Purchaser
shall pay to Seller at the Closing, in the manner specified in ss.2.02, the rent
and additional rent that would have been payable under the proposed lease from
the date on which the tenant's obligation to pay rent would have commenced if
Purchaser had not so objected until the Closing Date, less the amount of the
brokerage commission specified in Seller's notice and the reasonable cost of
decoration or other work required to be performed by the landlord under the
terms of the proposed lease to suit the premises to the tenant's occupancy
("Reletting Expenses"), prorated in each case over the term of the proposed
lease and apportioned as of the Closing Date. If Purchaser does not so notify
the Seller of its objection, [INSERT 1] Seller shall have the right to enter
into the proposed lease with the tenant identified in Seller's notice and
Purchaser shall pay to Seller, in the manner specified in ss.2.02, the Reletting
Expenses, prorated in each case over the term of the lease and apportioned as of
the later of the Closing Date or the rent commencement date. Such payment shall
be made by Purchaser to Seller at the Closing. In no event shall the amount so
payable to Seller exceed the sums actually paid by Seller on account thereof.
[INSERT 2]

      ss.6.03. If any space is vacant on the Closing Date, Purchaser shall
accept the Premises subject to such vacancy, provided that the vacancy was not
permitted or created by Seller in violation of any restrictions contained in
this contract. [INSERT 3] Seller shall not grant any concessions or rent
abatements for any period following the Closing without Purchaser's prior
written consent. Seller shall not apply all or any part of the security deposit
of any tenant unless such tenant has vacated the Premises.

      ss.6.04. [INSERT 4] Seller does not warrant that any particular Lease or
Tenancy will be in force or effect at the Closing or that the tenants will have
performed their obligations thereunder. The termination of any Lease or Tenancy
prior to the Closing by reason of the tenant's default shall not affect the
obligations of Purchaser under this contract in any manner or entitle Purchaser
to an abatement of or credit against the Purchase Price or give rise to any
other claim on the part of Purchaser.

      ss.6.05. Seller hereby indemnifies and agrees to defend Purchaser against
any claims made pursuant to ss.7-107 or ss.7-108 of the General Obligations Law
(the "GOL") by tenants who resided in the Premises on or prior to the Closing
Date other than (a) claims with respect to tenants' security deposits paid,
credited or assigned to Purchaser pursuant to ss.10.03, (b) claims made
pursuant to ss.7-107 of the GOL with respect to funds for which Seller was not
liable, and (c) claims made pursuant to ss.7-108 of the GOL by tenants to whom
Purchaser failed to give the written notice specified in ss.7-108(c) of the GOL
within thirty days after the Closing Date. The foregoing indemnity and agreement
shall survive the Closing and shall be in lieu of any escrow permitted by
ss.7-108(d) of the GOL, and Purchaser hereby waives any right it may have to
require any such escrow.

Section 7. Responsibility for Violations

      ss.7.01. Except as provided in ss.7.02 and ss.7.03, all notes or notices
of violations of law or governmental ordinances, orders or requirements which
are noted or issued prior to the date of [INSERT 5] by any governmental
department, agency or bureau having jurisdiction as to conditions affecting the
Premises and all liens which have attached to the Premises prior to the Closing
pursuant to the Administrative Code of the City of New York, if applicable,
shall be removed or complied with by Seller. If such removal or compliance has
not been completed prior to the Closing, Seller shall pay to Purchaser at the
Closing the reasonably estimated unpaid cost to effect or complete such removal
or compliance, and Purchaser shall be required to accept title to the Premises
subject thereto.

      ss.7.02. If the reasonably estimated aggregate cost to remove or comply
with any violations or liens which Seller is required to remove or comply with
pursuant to the provisions of ss.7.01 shall exceed the Maximum Amount specified
in Schedule D (or if none is so specified, the Maximum Amount shall be one-half
of one percent of the Purchase Price), [INSERT 5A] shall have the right to
cancel this contract, in which event the sole liability of Seller shall be as
set forth in ss.13.02, unless Purchaser elects to accept title to the Premises
subject to all such violations or liens, in which event Purchaser shall be
entitled to a credit of an amount equal to the Maximum Amount against the monies
payable at the Closing.

      ss.7.03. Regardless of whether a violation has been noted or issued prior
to the date of this contract, Seller's failure to remove or fully comply with
any violations which a tenant is required to remove or comply with pursuant to
the terms of its lease by reason of such tenant's use or occupancy shall not be
an objection to title. Purchaser shall accept the Premises subject to all such
violations without any liability of Seller with respect thereto or any abatement
of or credit against the Purchase Price. [INSERT 6]

      ss.7.04. If required, Seller, upon written request by Purchaser, shall
promptly furnish to Purchaser written authorizations to make any necessary
searches for the purposes of determining whether notes or notices of violations
have been noted or issued with respect to the Premises or liens have attached
thereto

[INSERT 6A]

Section 8. Destruction, Damage or Condemnation

      ss.8.01. The provisions of Section 5-1311 of the General Obligations Law
shall apply to the sale and purchase provided for in this contract. [INSERT 7]

Section 9. Covenants of Seller

      Seller covenants that between the date of this contract and the Closing:

      ss.9.01.

      ss.9.02. Seller shall not modify or amend any Service Contract or enter
into any new service contract unless the same is terminable without penalty by
the then owner of the Premises upon not more than 30 days' notice.

      ss.9.03. Seller shall maintain in full force and effect until the Closing
the insurance policies [INSERT 8]

      ss.9.04. No fixtures, equipment or personal property included in this sale
shall be removed from the Premises unless the same are replaced with similar
items of at least equal quality prior to the Closing.

      ss.9.05. Seller shall not withdraw, settle or otherwise compromise any
protest or reduction proceeding affecting real estate taxes assessed against the
Premises for any fiscal period in which the Closing is to occur or any
subsequent fiscal period without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld. Real estate tax refunds and credits
received after the Closing Date which are attributable to the fiscal tax year
during which the Closing Date occurs shall be apportioned between Seller and
Purchaser, after deducting the expenses of collection thereof, which obligation
shall survive the Closing. [INSERT 8A]

      ss.9.06. Seller shall allow Purchaser or Purchaser's representatives
access to the Premises, the Leases and other documents required to be delivered
under this contract upon reasonable prior notice at reasonable times. [INSERT 9]

Section 10. Seller's Closing Obligations

      At the Closing, Seller shall deliver the following to Purchaser:

      ss.10.01. A statutory form of bargain and sale deed without covenant
against grantor's acts, containing the covenant required by Section 13 of the
Lien Law, and properly executed in proper form for recording so as to convey the
title required by this contract.

      ss.10.02. All Leases initialed by Purchaser and all others in Seller's
possession, [INSERT 10]

      ss.10.03. A schedule of all security deposits (and, if the Premises
contains six or more family dwelling units, the most recent reports with respect
thereto issued by each banking organization in which they are deposited pursuant
to GOL ss.7-103) and a check or credit to Purchaser in the amount of any cash
security deposits, including any interest thereon, held by Seller on the Closing
Date or, if held by an Institutional Lender, an assignment to Purchaser and
written instructions to the holder of such deposits to transfer the same to
Purchaser, and appropriate instruments of transfer or assignment with respect to
any security deposits which are other than cash, [INSERT 11]

      ss. 10.04. A schedule updating the [INSERT 12] and setting forth all
arrears in rents and all prepayments of rents, [INSERT 13]

      ss. 10.05. All Service Contracts initialed by Purchaser and all others in
Seller's possession which are in effect on she Closing Date and which are
assignable by Seller.

                                      -4-


      ss. 10.06. An assignment to Purchaser, [INSERT 1] of all of the interest
of Seller in those certificates, permits and other documents to be delivered to
Purchaser at the Closing which are then in effect and are assignable by Seller.

      [INSERT 2]

      ss. 10.10. To the extent they are then in Seller's possession and not
posted at the Premises, certificates, licenses, permits, authorizations and
approvals issued for or with respect to the Premises by governmental and
quasi-governmental authorities having jurisdiction.

      ss. 10.11. Such affidavits as Purchaser's title company shall reasonably
require in order to omit from its title insurance policy all exceptions for
judgments, bankruptcies or other returns against persons or entities whose names
are the same as or similar to Seller's name. [INSERT 3]

      ss. 10.12(a) Checks to the order of the appropriate officers in payment of
all applicable real property transfer taxes and copies of any required tax
returns therefor executed by Seller, which checks shall be certified or official
bank checks if required by the taxing authority, unless Seller elects to have
Purchaser pay any of such taxes and credit Purchaser with the amount thereof,
and (b) a certification of non-foreign status, in form required by the Code
Withholding Section, signed under penalty of perjury. Seller understands that
such certification will be retained by Purchaser and will be made available to
the Internal Revenue Service on request.

      ss. 10.13. To the extent they are then in Seller's possession, copies of
current painting and payroll records. Seller shall make all other Building and
tenant files and records available to Purchaser for copying, which obligation
shall survive the Closing.

      ss. 10.14. An original letter, [INSERT 4] executed by Seller or by its
agent, advising the tenants of the sale of the Premises to Purchaser and
directing that rents and other payments thereafter be sent to Purchaser or as
Purchaser may direct.

      ss. 10.16. If Seller is a corporation and if required by Section 909 of
the Business Corporation Law, a resolution of Seller's board of directors
authorizing the sale and delivery of the deed and a certificate executed by the
secretary or assistant secretary of Seller certifying as to the adoption of such
resolution and setting forth facts showing that the transfer complies with the
requirements of such law. The deed referred to in ss. 10.01 shall also contain a
recital sufficient to establish compliance with such law, [INSERT 4A]

      ss. 10.17. Possession of the Premises in the condition required by this
contract, subject to the Leases and Tenancies, and keys therefor.

      ss. 10.18. Any other documents required by this contract to be delivered
by Seller.

Section 11. Purchaser's Closing Obligations

      At the Closing, Purchaser shall:

      ss. 11.01. Deliver to Seller checks [INSERT 5] in payment of the portion
of the Purchase Price payable at the Closing, as adjusted for apportionments
under Section 12, plus the amount of escrow deposits, if any, assigned pursuant
to ss. 10.08.

      ss. 11.03. Deliver to Seller an agreement indemnifying and agreeing to
defend Seller against any claims made by tenants with respect to tenants'
security deposits to the extent paid, credited or assigned to Purchaser under
ss. 10.03, [INSERT 6]

      ss. 11.04. Cause the deed to be recorded, duly complete all required real
property transfer tax returns and cause all such returns and checks in payment
of such taxes to be delivered to the appropriate officers promptly after the
Closing.

      ss. 11.05. Deliver any other documents required by this contract to be
delivered by Purchaser.

Section 12. Apportionments

      ss. 12.01. The following apportionments shall be made between the parties
at the Closing as of the close of business on the day prior to the Closing Date:

      (a) prepaid rents and Additional Rents (as defined in ss. 12.03);

      (c) real estate taxes, water charges, sewer rents and vault charges, if
any, on the basis of the fiscal period for which assessed, except that if there
is a water meter on the Premises, apportionment at the Closing shall be based on
the last available reading, subject to adjustment after the Closing when the
next reading is available;

      (d) wages, vacation pay, pension and welfare benefits and other fringe
benefits of all persons employed at the Premises whose employment was not
terminated at or prior to the Closing;

      (e) value of fuel stored on the Premises, at the price then charged by
Seller's supplier, including any taxes;

      (f) charges under [INSERT 7] Service Contracts or permitted renewals or
replacements thereof;

      (g) permitted administrative charges, if any, on tenants' security
deposits;

      (j) Reletting Expenses under ss. 6.02, if any; and

      (k) any other items listed in Schedule D.

      If the Closing shall occur before a new tax rate is fixed, the
apportionment of taxes at the Closing shall be upon the basis of the old tax
rate for the preceding period applied to latest assessed valuation. Promptly
after the new tax rate is fixed, the apportionment of taxes shall be recomputed.
Any discrepancy resulting from such recomputation and any errors or omissions in
computing apportionments at Closing shall be promptly corrected, which
obligations shall survive the Closing.

      ss. 12.02. If any tenant is in arrears in the payment of rent on the
Closing Date, rents received from such tenant after the Closing shall be applied
in the following order of priority: (a) first to the month preceding the month
in which the Closing occurred; (b) then to the month in which the Closing
occurred; (c) then to any month or months following the month in which the
Closing occurred; and (d) then to the period prior to the month preceding the
month in which the Closing occurred. If rents or any portion thereof received by
Seller or Purchaser after the Closing are payable to the other party by reason
of this allocation, the appropriate sum, less a proportionate share of any
reasonable attorneys' fees, costs and expenses of collection thereof, shall be
promptly paid to the other party, which obligation shall survive the Closing.

      ss. 12.03. If any tenants are required to pay percentage rent, escalation
xharges for real estate taxes, operating expenses, cost-of-living adjustments or
other charges of a similar nature ("Additional Rents") and any Additional Rents
are collected by Purchaser after the Closing which are attributable in whole or
in part to any period prior to the Closing, then Purchaser shall promptly pay to
Seller Seller's proportionate share thereof, less a proportionate share of any
reasonable attorneys' fees, costs and expenses of collection thereof, if and
when the tenant paying the same has made all payments of rent and Additional
Rent then due to Purchaser pursuant to the tenant's Lease, which obligation
shall survive the Closing. [INSERT 8]

Section 13. Objections to Title, Failure of Seller or Purchaser to Perform
            and Vendee's Lien

      ss. 13.01. Purchaser shall promptly order an examination of title and
shall cause a copy of the title report to be forwarded to Seller's attorney upon
receipt. Seller shall be entitled to a reasonable adjournment or adjournments of
the Closing for up to 60 days to remove any defects in or objections to title
noted in such title report and any other defects or objections which may be
disclosed on or prior to the Closing Date.

      ss. 13.02. If Seller shall be unable to convey title to the Premises at
the Closing in accordance with the provisions of this contract or if Purchaser
shall have any other grounds under this contract for refusing to consummate the
purchase provided for herein, Purchaser, nevertheless, may elect to accept such
title as Seller may be able to convey with a credit against the monies payable
at the Closing equal to the reasonably estimated cost to cure the same (up to
the Maximum Expense described below), but without any other credit or liability
on the part of Seller. If Purchaser shall not so elect, Pur-


                                      -5-


chaser may terminate this contract and the sole liability of Seller shall be to
refund the Downpayment to Purchaser and to reimburse Purchaser for the net cost
of title examination, but not to exceed the net amount charged by Purchaser's
title company therefor without issuance of a policy, and the net cost of
updating the existing survey of the Premises or the net cost of a new survey of
the Premises if there was no existing survey or the existing survey was not
capable of being updated and a new survey was required by Purchaser's
Institutional Lender. Upon such refund and reimbursement, this contract shall be
null and void and the parties hereto shall be relieved of all further
obligations and liability other than any arising under Section 14. Seller shall
not be required to bring any action or proceeding or to incur any expense in
excess of the Maximum Expense specified in Schedule D (or if none is so
specified, the Maximum Expense shall be one-half of one percent of the Purchase
Price) to cure any title defect or to enable Seller otherwise to comply with the
provisions of this contract, but the foregoing shall not permit Seller to refuse
to pay off at the Closing, to the extent of the monies payable at the Closing,
mortgages on the Premises, other than Existing Mortgages, of which Seller has
actual knowledge.

      ss. 13.03. Any unpaid taxes, assessments, water charges and sewer rents,
together with the interest and penalties thereon to a date not less than two
days following the Closing Date, and any other liens and encumbrances which
Seller is obligated to pay and discharge or which are against corporations,
estates or other persons in the chain of title, together with the cost of
recording or filing any instruments necessary to discharge such liens and
encumbrances of record, may be paid out of the proceeds of the monies payable at
the Closing if Seller delivers to Purchaser on the Closing Date official bills
for such taxes, assessments, water charges, sewer rents, interest and penalties
and instruments in recordable form sufficient to discharge any other liens and
encumbrances of record. Upon request made a reasonable time before the Closing,
Purchaser shall provide at the Closing separate checks for the foregoing payable
to the order of the holder of any such lien, charge or encumbrance and otherwise
complying with ss. 2.02. If Purchaser's title insurance company is willing to
insure [INSERT 1] such charges, liens and encumbrances, then, Seller shall have
the right in lieu of payment and discharge to deposit with the title insurance
company such funds or assurances or to pay such special or additional premiums
as the title insurance company may require in order to so insure. In such case
the charges, liens and encumbrances with respect to which the title insurance
company has agreed so to insure shall not be considered objections to title.
[INSERT 1A]

      ss. 13.04. If Purchaser shall default in the performance of its obligation
under this contract to purchase the Premises, the sole remedy of Seller shall be
to retain the Downpayment as liquidated damages for all loss, damage and expense
suffered by Seller, including without limitation the loss of its bargain.

      ss. 13.05. Purchaser shall have a vendee's lien against the Premises for
the amount of the Downpayment, but such lien shall not continue after default by
Purchaser under this contract.

Section 14. Broker

      ss. 14.01. If a broker is specified in Schedule D, Seller and Purchaser
mutually represent and warrant that such broker is the only broker with whom
they have dealt in connection with this contract and that neither Seller nor
Purchaser knows of any other broker who has claimed or may have the right to
claim a commission in connection with this transaction, unless otherwise
indicated in Schedule D. The commission of such broker shall be paid pursuant to
separate agreement by the party specified in Schedule D. If no broker is
specified in Schedule D, the parties acknowledge that this contract was brought
about by direct negotiation between Seller and Purchaser and that neither Seller
nor Purchaser knows of any broker entitled to a commission in connection with
this transaction. Unless otherwise provided in Schedule D, Seller and Purchaser
shall indemnify and defend each other against any costs, claims or expenses,
including attorneys' fees, arising out of the breach on their respective parts
of any representations, warranties or agreements contained in this paragraph.
The representations and obligations under this paragraph shall survive the
Closing or, if the Closing does not occur, the termination of this contract.

Section 15. Notices

      ss. 15.01. [INSERT 2]

Section 16. Limitations on Survival of Representations, Warranties, Covenants
            and other Obligations

      ss. 16.01. [INSERT 3]

      ss. 16.02. The delivery of the deed by Seller, and the acceptance thereof
by Purchaser, shall be deemed the full performance and discharge of every
obligation on the part of Seller to be performed hereunder, except those
obligations of Seller which are expressly stated in this contract to survive the
Closing.

Section 17. Gains Tax and Miscellaneous Provisions

      ss. 17.01. No assignment of Purchaser's rights under this contract shall
be effective against Seller unless and until an executed counterpart of the
instrument of assignment shall have been delivered to Seller and Seller shall
have been furnished with the name and address of the assignee. The term
"Purchaser" shall be deemed to include the assignee under any such effective
assignment.

      ss. 17.02. This contract embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein, and all
prior agreements, understandings, representations and statements, oral or
written, are merged into this contract. Neither this contract nor any provision
hereof may be waived, modified, amended, discharged or terminated except by an
instrument signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.

      ss. 17.03. This contract shall be governed by, and construed in accordance
with, the law of the State of New York.

      ss. 17.04. The captions in this contract are inserted for convenience of
reference only and in no way define, describe or limit the scope or intent of
this contract or any of the provisions hereof.

      ss. 17.05. This contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs or successors and
permitted assigns.

      ss. 17.06. This contract shall not be binding or effective until properly
executed and delivered by Seller and Purchaser.

      ss. 17.07. As used in this contract, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall
include the singular, as the context may require.

      ss. 17.08. If the provisions of any schedule or rider to this contract are
inconsistent with the provisions of this contract, the provisions of such
schedule or rider shall prevail. Set forth in Schedule D is a list of any and
all schedules and riders which are attached hereto but which are not listed in
the Table of Contents.


                                      -6-


[INSERT A]

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the
      date first above written.

                                  Seller:    THE FIRST REPUBLIC CORPORATION
                                                       OF AMERICA


                                             By: /s/ [ILLEGIBLE]
                                                 ------------------------------

                                 Purchaser:  SL GREEN OPERATING
                                             PARTNERSHIP BY SL GREEN
                                             REALTY CORP, its general
                                             partner

Receipt by Escrowee
                                             By: /s/ Steven H. Klein
The undersigned Escrowee hereby                  ------------------------------
acknowledges receipt of $900,000,                Steven H. Klein,
by check subject to collection,                  Exec VP
to be held in escrow pursuant    
to ss. 2.05.                     

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

                                   Schedule A

                            DESCRIPTION OF PREMISES

         (to be attached separately and to include tax map designation)

                                   Schedule B

                              PERMITTED EXCEPTIONS

      1. Zoning regulations and ordinances which are not violated by the
existing structures or present use thereof and which do not render title
uninsurable.

      2. Consents by the Seller or any former owner of the Premises for the
erection of any structure or structures on, under or above any street or streets
on which the Premises may abut.

      4. [INSERT 1] Leases and Tenancies specified in [INSERT 2] and any new
leases or tenancies not prohibited by this contract.

      6. Financing statements, chattel mortgages and liens on personalty filed
more than 5 years prior to the Closing Date and not renewed, or filed against
property or equipment no longer located on the Premises or owned by Tenants.

      7. (a) Rights of utility companies to lay, maintain, install and repair
pipes, lines, poles, conduits, cable boxes and related equipment on, over and
under the Premises, provided that none of such rights imposes any monetary
obligation on the owner of the Premises.

         (b) Encroachments of stoops, areas, cellar steps, trim cornices,
lintels, window sills, awnings, canopies, ledges, fences, hedges, coping and
retaining walls projecting from the Premises over any street or highway or over
any adjoining property and encroachments of similar elements projecting from
adjoining property over the Premises, [INSERT 3]

         (c) Revocability or lack of right to maintain vaults, coal chutes,
excavations or sub-surface equipment beyond the line of the Premises.

         (d) Any stale of facts that an accurate survey would disclose,
provided that such facts do not render title uninsurable.

      [INSERT 4]


                                      -7-


                                   Schedule C

                                 PURCHASE PRICE

The Purchase Price shall be paid as follows:

      (a) By check subject to collection,
the receipt of which is hereby acknowledged 
by Seller [INSERT 1]:                                            $   900,000

      (b) By check or checks delivered to 
Seller at the Closing in accordance with the 
provisions of ss. 2.02 [INSERT 1]:                               $16,100,000

Purchase Price                                                   $17,000,000
                                                                 -----------

                                   Schedule D

                                 MISCELLANEOUS

1.    Title insurer designated by the parties (ss. 1.02):

      [INSERT 2]

5.    Seller's tax identification number (ss. 2.05): 13-1938454

6.    Purchaser's tax identification number (ss. 2.05): 13-3960938

7.    Scheduled time and date of Closing (ss. 3.01):

      [INSERT 3]

8.    Place of Closing (ss. 3.01):

      [INSERT 4]

9.    Assessed valuation of Premises (ss. 4.10):
      Actual Assessment:
      Transition Assessment: [INSERT 5]

10.   Fiscal year and annual real estate taxes on Premises (ss. 4.10):

      [INSERT 5]

11.   Tax abatements or exemptions affecting Premises (ss. 4.10):

      [INSERT 6]

12.   Assessments on Premises (ss. 4.13): [INSERT 7]

13.   Maximum Amount which Seller must spend to cure violations, etc. (ss.
      7.02): $45,000

14.   Maximum Expense of Seller to cure title defects, etc. (ss. 13.02): $45,000

15.   Broker, if any (ss. 14.01): Estreich & Co.

16.   Party to pay broker's commission (ss. 14.01): Purchaser

19.   Additional Schedules or Riders (ss. 17.08):

      [INSERT 8]

                                   Schedule E

                                 RENT SCHEDULE


                                      -8-


Inserts to Page 1

      1.    , together with all easements, rights of way, privileges,
            appurtenances and other rights, if any, pertaining to the Land or
            Building (as hereinafter defined)

      2.    , or (b) by wire of immediately available federal funds, or (c)


                                      -1-


                                Inserts to Page 2

      1.    and all

      2.    shall be

      3.    , Sankel, Skurman & McCartin LLP

      4.    shall


                                      -1-


                                Inserts to Page 3

1.    Schedule E annexed hereto and made a part hereof accurately sets forth (1)
      all agreements in force on the date hereof (including all amendments and
      modifications of such agreements) for the use, lease or occupancy of space
      in or at the Building (whether or not the terms hereof have commenced) to
      which the Seller, its affiliates or designees are a party or are bound or
      to which any part of the Building is subject, and (2) all other tenancies
      (excluding subtenancies) in the Premises not arising out of the agreements
      referred to in clause (1) above, affecting the Premises on the date hereof
      (the agreements referred to in said clause (1) , including all of the
      amendments and modifications thereof described in said Schedule E, and all
      of the (excluding subtenancies) tenancies referred to in clause (2) above,
      are collectively referred to as the "Existing Lease(s)," and all tenants
      or other occupants of space pursuant to an Existing Lease are hereinafter
      collectively referred to as "Existing Tenant(s)"); except for that certain
      sublease Grinblat Leasing Inc. to Lester Weiss Computer Animation of a
      portion of Grinblat Leasing Inc.'s premises on the ninth (9th) floor of
      the Building (the "Existing Sublease"), there are, to the best knowledge
      of Seller, no subleases in force on the date hereof for the use, lease or
      occupancy of space in or at the Building (whether or not the terms thereof
      have commenced) to which any Existing Tenant is a party or is bound; the
      term of the Existing Sublease (including all possible extensions and
      renewals thereof) is fixed to expire on or before the date on which the
      Existing Lease to which the Existing Sublease is subject is fixed to
      expire; Seller is not a party to any sublease for the use, lease or
      occupancy of space in or at the Building (whether or not the term thereof
      has commenced); the data set forth on said Schedule E with respect to each
      Existing Lease includes an accurate statement of the name of each Existing
      Tenant, the space demised, the lease, sublease or tenancy expiration date,
      the security deposits and the base annual rent; no person or entity has or
      claims any right to possess the Premises or any part thereof except for
      the Existing Tenants shown in said Schedule E; true, accurate and complete
      copies of all the Existing Leases and all guaranties and other documents,
      agreements and instruments relating thereto have been delivered to the
      Purchaser but, for purposes of this Agreement, the Purchaser may rely on
      the data set forth in said Schedule E. Except as otherwise set forth in
      said Schedule E:

            a)    each of the Existing Leases is in effect and has not expired
                  or been terminated; Seller has neither given or received any
                  notice of default with respect to any Existing Lease that
                  remains uncured; to the best knowledge of Seller, neither the
                  Seller, nor any of the other parties thereto are in default of
                  any of their obligations under any of the Existing Leases; and
                  none of the Existing Leases has been modified, amended or
                  extended;

            b)    all Existing Tenants are in possession of the spaces leased by
                  them;

            c)    the rents and Additional Rents shown on said Schedule E are
                  actually being paid by the Existing Tenants, and there are no
                  arrearages in excess of one month of any base, minimum or
                  fixed rent (as opposed to any Additional Rent);

            d)    no Existing Tenant has paid rent for more than one month in
                  advance;

            e)    no Existing Tenant claims or is entitled to "free" rent, rent
                  concessions, rebates or rent abatements;

            f)    no Existing Tenant claims or is entitled to any set-offs or
                  offsets against rent;

            g)    no Existing Tenant occupies any space rent free;

            h)    no space has been rented furnished;


                                      -1-


            i)    all work previously required to be performed by the landlord
                  under the Existing Leases or otherwise has been completed and
                  fully paid for;

            j)    no Existing Tenant is contesting its pro-rata share of taxes,
                  operating expenses or maintenance increases shown in said
                  Schedule E or their obligations to pay cost-of-living
                  increases or any other Additional Rent as required by its
                  Existing Lease;

            k)    all Existing Tenants have furnished insurance certificates
                  indicating that the insurance coverage required by their
                  Existing Leases is in effect;

            l)    except pursuant to an assignment of leases and rents granted
                  by Seller to its mortgagee, the Seller has assigned none of
                  its rights under the Existing Leases;

            m)    no Existing Tenant has an option, right of first refusal or
                  other preferential right to purchase the Premises or any part
                  thereof;

            n)    no action or proceeding instituted against the Seller by any
                  Existing Tenant, or by any Existing Tenant against Seller, is
                  presently pending in any court or other judicial or
                  administrative venue;

            o)    no representation or covenant has been made by the Seller to
                  any Existing Tenant except as incorporated in their respective
                  Existing Leases and all representations made by the Seller in
                  the Existing Leases and in all other documents, agreements and
                  instruments relating thereto are true, accurate and correct in
                  all material respects;

            p)    no Existing Lease allows the space demised thereunder to be
                  leased or otherwise used for any purpose which is prohibited
                  by a restrictive covenant contained in any other Existing
                  Lease;

            q)    any consents or notices required to be obtained or given under
                  the terms of any Existing Lease in connection with this
                  transaction have been obtained or given, as the case may be;
                  and

            r)    there are no security deposits other than those set forth in
                  said Schedule E.

2.    No portion of Premises is subject to rent control or regulation.

3.    Intentionally omitted.

4.    The payroll schedule attached hereto as Schedule F

5.    all such employees are

6.    With respect to any contracts referred to in said payroll schedule or
      Schedule G, if there is any pending negotiations with any union or Service
      Contract holder which may involve retroactive increases in pay or rates,
      the Seller agrees to reimburse the Purchaser for the amount thereof with
      respect to any period through the Closing Date, even though the increases
      may be effected after the Closing Date.

7.    Annexed hereto as Schedule G and made a part hereof is a list of all
      service, maintenance, supply and management contracts (collectively,
      "Service Contracts") relating to the Premises and all deposits of the
      Seller held by utility companies and other persons and entities who supply
      goods or services in connection with the operation of the Premises, and
      the information set forth therein is accurate as of the date hereof.

8.    , except as otherwise expressly set forth in this contract. To the best
      knowledge of Seller (and except as otherwise noted in the violations
      listed in Schedule H hereto), the use being made of the Premises at
      present is in conformity with the certificate of occupancy issued 


                                      -2-


      for the Premises; to the best knowledge of Seller (and except as otherwise
      noted in the violations listed in Schedule H hereto), all required
      certificates and permits of such type, including, without limitation,
      underwriters certificates relating to electrical work, and all other
      building, housing, safety, fire and health certificates, approvals and
      permits have been issued, are in full force and effect and (except as
      otherwise indicated thereon) are transferable with the Premises or to the
      Purchaser without payment; to the best knowledge of Seller, the Premises
      and the present use and condition thereof do not violate any deed
      restrictions, zoning or subdivision regulations, or urban redevelopment
      plans applicable to the Premises, as modified by any duly issued
      variances; no action or proceeding relating to the foregoing is pending
      or, to the best knowledge of Seller, threatened, with respect to the
      Premises; to the best knowledge of Seller on the date hereof (and except
      as otherwise noted in the violations listed in Schedule H hereto), and no
      notes or notices of violations of law, ordinances, regulations, orders or
      requirements relating to the Premises have been noted in or issued by the
      Departments of Housing and Buildings, Fire, Labor, Health, Air Resources,
      Highways or any other Federal, State, County or Municipal department,
      agency, authority or bureau, or have been received by the Seller.

9.    No portion of Premises is used for residential purposes.

10.   The copies

11.   To the extent that an assessment becomes a lien on the Premises on or
      before the Closing, all installments of such assessment that are due on or
      before the Closing shall be paid on or before the Closing by Seller, and
      all installments of such assessment that are due after the Closing shall
      be paid by Purchaser (or Purchaser's successor).

12.               4.15  All  brokerage commissions payable by reason of the
      Existing Leases and/or renewals, elections to terminate, exercise of
      termination rights, elections not to terminate, extensions of Existing
      Leases or options to lease additional space or otherwise with respect to
      leasing transactions have been fully paid or will be paid when due by
      Seller, except only that (A) any brokerage commissions payable by reason
      of New Leases (as defined in Section 6.02 below) permitted pursuant to
      said Section 6.02, which are made or entered into on or after the date of
      this Agreement, shall be apportioned in the manner provided in said
      Section 6.02, and (B) Purchaser shall pay any brokerage commissions
      payable by reason of renewals or extensions of Existing Leases or options
      to lease additional space exercised after Closing pursuant to the
      applicable Existing Lease provisions.

                  4.16 All construction reimbursements, tenant improvement
      allowances and similar payments to be made by the landlord under the
      Existing Leases have been paid in full or will be paid in full prior to
      Closing. Schedule E hereto sets forth all construction reimbursements,
      tenant improvement allowances and similar payment under the existing
      leases which have not been paid in full as of the date of this Agreement.

                  4.17 Intentionally omitted.

                  4.18 There is no litigation, proceeding (zoning or otherwise)
      or governmental investigation pending, or to the best knowledge of Seller,
      threatened against or relating to the Seller, the Premises or the
      transactions contemplated by this Agreement, nor, to the best knowledge of
      Seller, is there any basis for such action.

                  4.19 A part of Schedule E Annexed hereto contains a true,
      accurate and complete operating statement for the Premises showing all
      income and expenses (including debt service) attributable to the Premises
      for calendar year 1997.

                  4.20 The Seller has not received written notice of any default
      or breach by the Seller under any of the covenants, conditions,
      restrictions, rights of way or easements affecting the Premises or any
      portion thereof; to the best knowledge of Seller, no such default or
      breach now exists; and, to the best knowledge of Seller, no event has
      occurred and is continuing which with notice and/or the passage of time
      would constitute a default thereunder.


                                      -3-


                  4.21 No work has been performed or is in progress at, and no
      materials have been furnished to, the Premises or any portion thereof
      which, though not at present the subject of, might give rise to
      mechanic's, materialmen's or other liens against the Premises or any
      portion thereof.

                  4.22 To the best knowledge of Seller, there are no outstanding
      requirements or recommendations by any insurance company that issued a
      policy with respect to the Premises or any part thereof, or by any Board
      of Fire Underwriters or other body exercising similar functions, requiring
      or recommending any repairs or work to be done on or to the Premises.

                  4.23 This Agreement has been duly and validly authorized,
      executed and delivered by the Seller and the Seller has full power and
      authority to consummate the transactions contemplated hereby, and the
      Closing will not constitute a breach or violation of any contract or
      instrument to which the Seller is a party, or by which it or any of its
      assets are subject or bound, or any judgment, order, writ, injunction or
      decree issued against or imposed upon it, or will result in a violation of
      any applicable law, order, rule or regulation of any governmental
      authority.

                  4.24 No person or entity has an option, right of first refusal
      or other preferential right to purchase the Premises or any part thereof.

                  4.25 No Existing Tenant has executed or delivered to Seller
      any promissory notes or other instruments pursuant to which an Existing
      Tenant is indebted to its landlord, and Seller does not own and is not
      holding any such notes or other instruments.

                  4.26 True, accurate and complete copies of all Service
      Contracts have been delivered to the Purchaser.

                  4.27 Seller has good and marketable title to all of the
      fixtures, equipment, furnishings and items of personal property used in
      connection with the maintenance and operation of the Premises
      (collectively, the "Personal Property"), free of all financing and other
      liens or encumbrances. Seller shall convey the Personal Property to
      Purchaser at Closing, free of all financing and other liens or
      encumbrances, pursuant to the Bill of Sale attached hereto as Exhibit F
      (which by this reference is made a part hereof).

                  4.28 To the best knowledge of Seller, no fact or condition
      exists which would result in the termination or impairment of access to
      the Premises or the discontinuation of necessary sewer, water, electric,
      gas, telephone or other utilities or services to the Premises.

                  4.29 To the best knowledge of Seller. Seller has timely filed
      with all of the applicable governmental authorities having jurisdiction
      over the Premises, all statements, affidavits, documents and other
      instruments with respect to the Premises and the operation and use thereof
      that are required to be filed by applicable laws, rules, regulations, and
      ordinances, and Seller has not received any notice that same have not been
      so timely filed.

                  4.30 No air rights or development rights appurtenant to the
      Premises have heretofore been conveyed, transferred, granted or licensed
      to any third party.

                  4.31 To the best knowledge of Seller, neither Seller, nor any
      other person has ever caused or permitted any Hazardous Substance
      (hereinafter defined) to be placed, located, spilled or otherwise disposed
      of on under or at the Premises or any part thereof. There is not now
      pending, nor has Seller received any notice of any threatened,
      investigation, action or proceeding against Seller or the Premises seeking
      to enforce any right or remedy under any Environmental Laws (hereinafter
      defined). "Hazardous Substance" shall mean any material or substance
      governed or regulated or defined under 


                                      -4-


      any local, state or Federal law, rule ordinance, code, regulation, order
      or decree regulating, relating to or imposing liability or standards of
      conduct with regard to hazardous, toxic or dangerous waste, substances or
      materials or regulating or governing air or water quality, the environment
      or environmental, health safety or hygiene ("Environmental Laws").

      Section 4A

                  4A.01 All of the representations, warranties and agreements
      set forth in Section 4 above and elsewhere in this Agreement, all Exhibits
      and Schedules annexed hereto, or in any letter or certificate furnished to
      the Purchaser pursuant hereto, each of which is incorporated herein by
      reference and made a part hereof, shall be true, accurate and complete
      upon the execution of this Agreement, shall not be misleading, and shall
      be deemed to be repeated on and as of the Closing Date. No such
      representation or warranty shall omit to state a material fact necessary
      to make the statements contained therein not misleading.

                  4A.02 Without limiting any of the rights of the Purchaser
      elsewhere provided for in this Agreement, it is agreed that the obligation
      of the Purchaser to close under this Agreement is conditioned upon, and
      shall be subject to, the accuracy, truthfulness and completeness of all of
      the Seller's representations and warranties in all material respects, and
      the due compliance by the Seller of all of its agreements set forth in
      Section 4 above and elsewhere in this Agreement. If, at the Closing, any
      of the Seller's representations or warranties are inaccurate, untrue or
      incomplete in any material respect, or the Seller has not complied with
      any of the material terms or covenants of this Agreement, or any other
      condition to the Purchaser's obligation to close hereunder has not been
      satisfied, then the Purchaser may elect to terminate this Agreement by
      notice given to the Seller. If this Agreement is so terminated, the Seller
      shall promptly cause the Downpayment to be refunded to the Purchaser, with
      all interest earned thereon, and the Seller shall promptly pay the cost of
      any survey obtained. Upon such refund and payment, this Agreement shall
      terminate and neither party to this Agreement shall have any further
      rights or obligations hereunder other than any arising under Section 14
      below. Notwithstanding anything to the contrary contained in the preceding
      sentence, if on the date scheduled for Closing any of Seller's
      representations or warranties are inaccurate, untrue or incomplete in any
      material respect, Seller shall have the same sixty (60) days (as opposed
      to an additional sixty (60) days), as provided in Section 13.01 above, to
      adjourn the Closing to correct the underlying facts of the
      representation(s) or warranties in question.

                  4A.03 If any claim is made against the Purchaser, following
      the Closing, by any tenant asserting an offset against rent or otherwise
      with respect to any matter which arose prior to the Closing, and Purchaser
      gives Seller notice thereof, then the Seller shall indemnify, defend (at
      Seller's sole cost and expenses with counsel reasonably acceptable to
      Purchaser) and hold the Purchaser harmless from all losses, damages and
      expenses in connection therewith, including, without limitation,
      attorneys' fees and disbursements, which obligation shall survive the
      Closing.

13.   Existing

14.   (which is defined to mean any tenancy in the Premises not arising out of a
      lease or sublease)


                                      -5-


                                Inserts to Page 4

1.    or if Purchaser approves the proposed lease,

2.    All such proposed leases entered into between the date of this contract
      and the Closing are herein referred to as the "New Leases." Within two (2)
      business days after Seller enters into a New Lease, or immediately prior
      to Closing (if the New Lease is entered into within two (2) business days
      prior to Closing), Seller shall deliver to Purchaser an updated Schedule E
      setting forth, with respect to each New Lease, all of the information
      provided for in said Schedule E. For the purposes of the representations,
      warranties, covenants and conditions set forth in this contract,
      immediately upon Seller's entering into a New Lease, such New Lease shall
      be deemed an Existing Lease, except that all of the representations and
      warranties that are made as of the date of this contract shall be deemed
      to have been made as of the date of the New Lease. (For the purposes of
      this contract, the Existing Leases and all New Leases, if any, are herein
      referred to as the "Leases.") In addition, from time to time between the
      date of this contract and the Closing, to the extent that any of the
      information set forth in the said Schedule E changes with respect to an
      Existing Lease or a New Lease, or if any of the representations or
      warranties set forth in this contract with respect to a Lease changes or
      becomes inaccurate, Seller shall so notify Purchaser. Furthermore, Seller
      shall not consent to any proposed sublease or other use of occupancy
      agreement proposed by a Tenant, without Purchaser's prior written
      approval, which approval shall not be unreasonably withheld or delayed.

3.    or in any Lease

4.    Except as otherwise expressly provided in this Agreement,

5.    Closing

5A.   Purchaser

6.    Seller hereby represents that, to the best knowledge of Seller, the
      violations listed on Schedule H hereto are the only violations of law or
      governmental ordinances, orders or requirements that have been noted or
      issued prior to the date of this Agreement. For the purposes of this
      Section 7, the violations described in this Section 7.03 are herein
      referred to as "Tenant Violations." Seller hereby represents that, to the
      best knowledge of Seller, the violations listed on Schedule H hereto under
      the caption "TENANT VIOLATIONS" are the only Tenant Violations that have
      been noted or issued prior to the date of this Agreement. Notwithstanding
      anything contained in this Agreement which may be deemed to the contrary,
      promptly after the date of this Agreement, Seller, at Seller's sole cost
      and expense, shall take all necessary action under the applicable Leases
      to require the Tenants thereunder to cure all Tenant Violations and have
      them discharged or removed of record prior to Closing (regardless of
      whether or not same are listed on Schedule H hereto and regardless of
      whether or not the applicable Lease is an Existing Lease or whether or not
      same have been noted or issued prior to, or on or after the date of this
      Agreement (but not after the date of Closing)). Such necessary action
      shall include, but not be limited to, giving such Tenants default notices
      under their Leases and (if such defaults are not cured within the
      applicable cure period) giving such Tenants termination notices, and
      otherwise exercising and enforcing all of Seller's rights and remedies
      under the applicable Leases, at law and in equity (including, but not
      limited to, the remedy of injunction, if available). On a regular basis,
      and promptly after Purchaser's request from time to time, Seller shall
      notify Purchaser in writing of the status of the Tenant Violations. To the
      extent that on the date of Closing, any action or proceeding against such
      Tenants are pending, at Closing, Seller shall disclose (in writing) such
      actions and proceedings to Purchaser, and Seller, at Purchaser's option,
      shall either assign (in writing) all of Seller's rights in and to the
      actions and proceedings selected by Purchaser, or terminate the actions or
      proceedings selected by Purchaser. Except as set forth in this insert to
      Section 7.03 Seller shall have no other obligations with respect to Tenant
      Violations, and, provided Seller has complied with the provisions of this
      insert, the curing and discharging or removal of the Tenant 


                                      -1-


      Violations by Closing shall not be a condition to Purchaser's obligation
      to close title hereunder.

6A.   For the purposes of this Section 7, the violations described in this
      Section 7 (other than the Tenant Violations) are herein referred to as
      "Building Violations." Seller hereby represents that, to the best
      knowledge of Seller, the violations listed on Schedule H hereto under the
      caption "Building Violations" (i.e., items 1 through 15) are the only
      Building Violations that have been noted or issued prior to the date of
      this Agreement. Subject to the limitation set forth in Section 7.02 above,
      Seller, at its sole cost and expense, through the date of Closing, shall
      use its best efforts, and take all necessary action, to cure all Building
      Violations and have them discharged or removed of record prior to Closing
      (regardless of whether or not same are listed on Schedule H hereto and
      regardless of whether or not same have been noted or issued prior to, or
      on or after the date of this Agreement (but not after the date of
      Closing)). On a regular basis, and promptly after Purchaser's request from
      time to time, Seller shall notify Purchaser in writing of the status of
      the Building Violations. To the extent that by the date which is thirty
      (30) days after the date of this Agreement, all Building Violations have
      not been cured and discharged or removed of record (the Building
      Violations that have not been so cured and discharged or removed of record
      being herein referred to as the "Uncured Building Violations"), and
      provided that the Closing has not occurred by such date, Purchaser shall
      have the right, but not the obligation, by notice to take all necessary
      action to cure one (1) or more of the Uncured Building Violations and to
      have same discharged or removed of record. If Purchaser so notifies
      Seller, Seller shall cooperate reasonably with Purchaser and shall assist
      Purchaser in taking such actions. In addition, Seller shall cause up to
      the balance of the Maximum Amount not yet expended by Seller to cure all
      Building Violations and to have same discharged or removed of record (as
      herein more particularly provided) to be released from the Downpayment
      that is being held in escrow pursuant to this Agreement and paid to
      Purchaser for the purpose of taking such actions. Such monies shall be
      used by Purchaser solely for the purpose of taking such actions. For the
      purposes of calculating whether the aggregate cost referred to in Section
      7.02 above exceeds the Maximum Amount and whether Purchaser may exercise
      its rights under said Section 7.02, such costs shall include the costs
      paid by Seller, the amount of the Downpayment so released from escrow and
      paid to Purchaser, any other costs paid by Purchaser in connection with
      taking such actions, and the reasonably estimated aggregate cost to
      complete such cure and discharge or removal. (So that, for example, if (a)
      the costs paid by Seller is $5,000.00, (b) the cost released from escrow
      and paid to Purchaser is $7,500.00, and (c) the other costs paid by
      Purchaser are $2,500.00, then to exercise its rights under Section 7.02,
      the reasonably estimated aggregate cost to complete such cure and
      discharge or removal must be more than $30,000.00. If, in the foregoing
      example, such reasonably estimated aggregate cost is more than $30,000.00
      and Purchaser elects to cancel this Agreement, then in accordance with
      Section 13.02 below, the Downpayment (less the money so released and paid
      to Purchaser, i.e., $7,500.00) shall be refunded to Purchaser. If, in the
      foregoing example, such reasonably estimated aggregate cost is more than
      $30,000.00 and Purchaser elects to not to cancel this Agreement, then
      Purchaser shall receive as a credit against the Purchase Price, the money
      so released and paid to Purchaser (i.e., $7,500.00), the other costs paid
      by Purchaser (i.e., $2,500.00), and the $30,000.00 balance of the Maximum
      Amount (which takes into consideration the $5,000.00 paid by Seller). If,
      in the foregoing example, such reasonably estimated aggregate cost is not
      more than $30,000.00, then Purchaser shall not have the right to elect to
      cancel this Agreement, and Purchaser shall receive as a credit against the
      Purchase Price, the money so released and paid to Purchaser (i.e.,
      $7,500.00), the other costs paid by Purchaser (i.e., $2,500.00), and such
      reasonably estimated aggregate cost. In no event shall Seller be required
      to expend or cause to be released from the Downpayment more than
      $45,000.00, in the aggregate, for the purpose of curing Building
      Violations and having same discharged or removed of record.

7.    For the purposes thereof, "material" shall be damage, destruction or
      condemnation, the estimated cost to repair or restore of which exceeds
      $250,000.00, in the aggregate.


                                      -2-


8.    presently affording coverage with respect to the Premises, copies of which
      (or of the insurance certificates evidencing such policies) have been
      delivered to Purchaser

8A.    In addition, any real estate tax refunds and credits received after the
       Closing Date which are attributable to any fiscal tax year prior to the
       fiscal tax year during which the Closing Date occurs, shall be paid to
       Seller, after deducting the expenses, if any, of collection thereof,
       which obligation shall survive the Closing. Seller hereby represents that
       Seller is presently prosecuting real estate tax reduction proceedings for
       the 1997/1998 tax year.

9.    9.07 The Seller shall provide or cause to be provided all such services
      with respect to the Premises and the tenants that are now required to be
      provided or, it not so required, that have customarily been provided.

            9.08 The Seller shall maintain and keep the Premises, including
      mechanical equipment of every kind used in the operation thereof, in a
      condition at least as good as its present condition so that the same shall
      be in a condition at least as good as its present condition on the Closing
      Date, reasonable wear and tear excepted, and the Seller shall not enter
      into any contracts, agreements or arrangement which will violate any of
      the terms, convenants or conditions of this Agreement on Seller's part to
      observe, perform or comply with, or which will survive the Closing, or
      extend any existing contracts, agreements or arrangements which may affect
      the Premises in any manner whatsoever, or modify (without Purchaser's
      written consent, which consent may be withheld by Purchaser in its sole
      and absolute discretion) any existing contract, agreement or arrangement
      in a manner which will result in such violation.

            9.09 No Personal Property included in this sale shall be removed
      from the Premises unless the same are replaced with similar items of at
      least equal quality prior to the Closing.

            9.10 If the landlord under any Lease or Tenancy has an obligation,
      whether accrued or contingent, to reimburse the tenant under such Lease or
      Tenancy, whether by way of payment or rent credit, for any expenses
      incurred by such tenant, the Seller shall pay to the Purchaser an amount
      equal to such payment or credit for reimbursable expenses at the time such
      tenant becomes entitled to such payment or credit, only if such expenses
      were incurred by such tenant prior the Closing Date. Both prior to and
      after the Closing, the Seller shall perform and comply with all
      obligations and provisions to be performed and complied with by the tenant
      under any take-over leases entered into in connection with the leasing of
      the Premises, and the Seller shall indemnify the Purchaser against and
      hold the Purchaser harmless from all losses, damages, liabilities and
      expenses (including, without limitation, attorneys' fees and
      disbursements) suffered, paid or incurred by the Purchaser as a result of
      the Seller's failure to perform and comply with such obligations and
      provisions.

            9.11 Notwithstanding anything contained in the introduction to this
      Section 9 limiting Seller's obligation to the period between the date
      hereof and the Closing, prior to and after the Closing, the Seller shall
      make all books and records (including tenant files) relating to the
      ownership and operation of the Premises available to the Purchaser and its
      accountants, attorneys and other representatives, and, upon reasonable
      prior notice at reasonable times, shall permit the Purchaser's
      accountants, attorneys and other representatives to examine, audit and
      make copies of the same, at the Purchaser's sole cost and expense. Prior
      to and after the Closing, the Seller shall cooperate with the Purchaser's
      accountants, attorneys and other representatives, shall allow such persons
      to make extracts from the aforesaid books and records and shall respond
      fully and candidly to inquiries made by such accountants, attorneys and
      other representatives. Through the Closing Date, Purchaser shall treat the
      information contained in such books and records as confidential; provided,
      however, that such confidential information may be disclosed (a) as
      required by law or pursuant to generally accepted accounting procedures,
      (b) to officers, directors, employees, agents, partners, investors,
      prospective investors, lenders, prospective lenders, attorneys,
      accountants, engineers and other consultants of Purchaser who need to know
      such information, provided such persons are instructed to treat such
      information confidentially, or (c) upon the written consent of Seller. If
      this Agreement is 


                                      -3-


      terminated without the Closing having occurred, then the provisions of the
      preceding sentence shall survive such termination.

            9.12 The Seller shall not settle any suit, action or proceeding
      commenced to enforce the collection of rents or Additional Rents due the
      Seller from past, present or future tenants of the Building without
      obtaining the Purchaser's prior consent if such settlement would
      materially adversely affect the Purchaser's rights in any respect, which
      consent shall not be unreasonably withheld or delayed.

10.   and an assignment of the Leases in the form annexed hereto as Exhibit B.

11.   and an assignment of said cash security deposits and all other security
      deposits being held by Seller, in the form annexed hereto as Exhibit B. To
      the extent that any of such security deposits are in the form of a letter
      of credit, at the Closing, at no cost or expense to Purchaser, Seller
      shall deliver to Purchaser all instruments (duly executed and
      acknowledged) which are required to transfer such letters of credit to
      Purchaser as the new beneficiary thereunder.

12.   information set forth in Schedule E hereto

13.   and all other defaults of which Seller is aware.


                                      -4-


                                Inserts to Page 5

1. in the form annexed hereto as Exhibit C. In addition, at Closing, Seller
shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that
all Service Contracts (other than 1996 RAB-Local 32B-32J Commercial Building
Agreement dated February 4, 1996(the "Union Contract")) have been terminated
effective on or prior to Closing. Seller shall indemnify and hold Purchaser
harmless from and against any and all claims, liability, costs, charges,
expenses, losses and fees (including, but not limited to, reasonable attorneys'
fees) arising out of, resulting from, or related to Seller's acts or omissions
under, or in connection with, the Service Contracts or from Seller's failure to
have so terminated same (other than the Union Contract).

2.    ("in Seller's possession," for the purposes of this Section 10, being
      deemed to include items in the possession of Seller's managing agent or
      any other person or entity controlled by Seller)

3.    and all other exceptions (other than Permitted Exceptions)

4.    in the form annexed hereto as Exhibit D,

4A.   including, without limitation, the Bill of Sale referred to in Section
      4.27 above, the Ernst & Young Letter referred to in Section 17.09 below
      (to the extent not delivered to Purchaser prior to Closing), the estoppel
      certificates referred to in Section 17.10 and the Release Documents (as
      defined in Section 17.11 below)

5.    (to the extent not paid by a wire transfer)

6.    in the form annexed hereto as Exhibit B.

7.    transferred

8.    To the extent Seller has been paid any rent or Additional Rent which is
      attributable in whole or in part to the period after Closing, Seller shall
      promptly pay the amount of rent or Additional Rent attributable to such
      period to Purchaser, Seller hereby agreeing that such obligation shall
      survive the Closing.



                                      -1-


                                Inserts to Page 6

1.    Purchaser that such charges, liens and encumbrances will not be collected
      out of or enforced against the Premises,

1A    Notwithstanding anything contained in this Agreement which may be deemed
      to the contrary, except for the title exceptions listed in insert no. 4 to
      Schedule B to this Agreement (which lists additional Permitted Exceptions
      nos. 8 and 9), it is agreed that the obligation of the Purchaser to close
      under this Agreement is conditioned upon, and shall be subject to,
      Purchaser's title company insuring Purchaser's title to the Premises free
      and clear of all of the title exceptions set forth in Schedule B to the
      title commitment issued by First American Title Insurance Company of New
      York, report date 12/31/97, title no. 135NYNY23501 (the "Title Report"),
      except for exception no. 11. Seller, at no cost or expense to Purchaser,
      shall deliver to Purchaser and to Purchaser's title company, all
      affidavits, instruments, undertakings, certificates and other
      documentation requested or required by Purchaser's title company to so
      insure Purchaser's title.

2.    Except as otherwise expressly permitted in this contract, all notices,
      demands, approvals, consents, requests and other communications which
      under the terms of this contract, or under any statute, must or may be
      given or made by the parties hereto, must be in writing, and must be made
      either (i) by depositing such notice in the registered or certified mail
      of the United States of America, return receipt requested, or (ii) by
      delivering such notice by a commercial courier, which courier provides for
      delivery with receipt guaranteed, or (iii) by hand delivery, addressed to
      each party as follows:

      If to Purchaser:    at the address set forth on the first page of this
                          contract, Attention: Benjamin P. Feldman, Esq.
                          
      With a copy to:     Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel,
                          P.C.
                          200 Park Avenue
                          New York, New York 10166
                          Attention: Robert J. Ivanhoe, Esq.
                          
      If to Seller:       at the address set forth on the first page of this
                          contract, Attention: Stephen L. Bernstein, Esq.
                          
      With a copy of to:  Sankel Skurman & McCartin LLP
                          750 Third Avenue - 29th Floor
                          New York, New York 10022
                          
      If to Escrowee:     Sankel Skurman & McCartin LLP
                          750 Third Avenue - 29th Floor
                          New York, New York 10022
                        
      All notices, demands, approvals, consents, requests and other
      communications shall be deemed to have been delivered (i) if mailed as
      provided for in this Section, on the date which is three (3) business days
      after mailing or (ii) if sent by commercial courier, on the date which is
      one (1) business day after dispatching, or (iii) if sent by hand delivery,
      on the date of such delivery or refusal to accept same. Either party may
      designate by notice in writing given in the manner herein specified a new
      or other address to which such notice, demand, approval, consent, request
      or other communication shall thereafter be so given or made.

3.    Except as otherwise provided in this contract, all representations,
      warranties, covenants and other obligations of Seller set forth in this
      contract shall survive the Closing for six (6) months. Notwithstanding
      anything contained in this contract to be contrary, the covenants,
      obligations and representations of Seller set forth in: the last sentence
      of Section 4.07, Sections 4.14, 4.15, 4.27, 4A.03, 9.05, 9.10 and 9.11,
      the last sentence of


                                      -1-


      insert no. 1 to Section 10.06, and Sections 12.03, 14.01 and 17.11, shall
      survive the Closing indefinitely, subject to applicable statutes of
      limitation.


                                      -2-


                                Inserts to Page 7

A.          17.09 Upon not less than two (2) business days' prior written
      notice to Seller, Seller shall execute and deliver to Purchaser the letter
      (the " Ernst & Young Letter") in substantially the form attached hereto as
      Exhibit E If Seller receives no such notice prior to Closing, then Seller
      shall execute and deliver the Ernst & Young Letter to Purchaser at
      Closing.

            17.10 It shall be a condition to Purchaser's obligation to close
      title to the Premises in accordance with this contract that Seller deliver
      to Purchaser at Closing a tenant estoppel certificate(in the form annexed
      hereto as Exhibit D) duly executed and delivered by each of the Tenants
      that are leasing, in the aggregate, at least 5,000 rentable square feet of
      space in the Building, as indicated (with respect to Existing Tenants) on
      Schedule E hereto, and that each of such estoppel certificates be dated as
      of a date that is no more than thirty (30) days prior to the date of
      Closing. For the purposes of the preceding sentence, "Tenant" shall be
      deemed to include all subsidiaries and affiliates of the Tenant in
      question. In addition, Seller shall submit to all other tenants of the
      Building such tenant estoppel certificate and use its reasonable efforts
      to have such other tenants complete, execute and deliver same to Purchaser
      prior to Closing.

            17.11 Seller hereby represents to Purchaser that Seller is in the
      process of having the facade of the Building restored and repaired at a
      cost of approximately $1,500,000.00; that such restoration and repair work
      (the "Work") is being performed in three (3) successive phases; that the
      first (1st) phase has commenced but has not been completed; that through
      the date hereof, Seller has paid on account of the Work approximately
      $300,000.00 and owes (approximately) an additional $50,000.00 for Work
      performed to date; that the Work is being performed by and under the
      supervision of Erectra Construction Corp. and Antonucci and Lawless,
      respectively (and collectively the "Contractors"), pursuant to two (2)
      separate agreements (collectively, the "Contracts") between Seller and the
      Contractors; and that in connection with the performance of the Work
      Rockledge Scaffold Corporation (the "Scaffolding Contractor") has
      furnished and installed scaffolding around all or portions of the
      Building. Immediately after the date of this Agreement, Seller shall
      terminate the Contracts (Seller agreeing to use its best efforts to
      minimize any payments that are required to be made to the Contractors to
      effectuate such termination (such payments being hereinafter referred to
      as the "Termination Payments"), and require the Contractors to cease all
      Work, except for reasonably required protective and safety measures.
      Notwithstanding the foregoing, Seller shall not terminate the contract
      with the Scaffolding Contractor in respect of such scaffolding, and
      through Closing shall maintain such scaffolding at its sole cost and
      expense. From and after Closing, Seller shall have no obligations in
      respect of such scaffolding, except to the extent that Seller failed to
      pay for such maintenance. (The amount paid by Seller on account of the
      Work performed through the date of this Agreement, plus the amount owed
      but not paid on account of the Work performed through the date of this
      Agreement, plus any Termination Payments, all as reasonably documented by
      Seller, is hereinafter referred to as the "Work Amount"). Seller shall use
      its best efforts to minimize the Work Amount. To the a extent that the
      Work Amount is less than $500,000.00, Purchaser shall receive at Closing a
      credit in the amount of the difference between $500,000.00 and the Work
      Amount. To the a extent that the Work Amount is more than $500,000.00,
      Seller shall receive at Closing a credit in the amount of the difference
      between the Work Amount and $500,000.00. Notwithstanding anything
      contained in this Agreement which may be deemed to the contrary, it shall
      be a condition to Purchaser's obligation to close title to the Premises in
      accordance with this contract that Seller deliver to Purchaser at Closing
      (a) duly executed and acknowledged lien waivers from the Contractors, all
      of their subcontractors, materialmen and suppliers, and the Scaffolding
      Contractor, in the amounts paid to the Contractors, such subcontractors,
      materialmen and suppliers, and the Scaffolding Contractor, (b) duly
      executed and acknowledged general releases from the Contractors in respect
      of the Work, and (c) a duly executed letter from the 


                                      -1-


      Scaffolding Contractor to both Seller and Purchaser acknowledging that all
      amounts due and payable in respect of such scaffolding have been paid
      (other than the $500.00 per month rental therefor that is due for the
      period from and after the Closing Date) and that if and when Seller or
      Purchaser elects to have such scaffolding dismantled and removed from the
      Premises, the scaffolding shall be so dismantled and removed at no cost or
      expense to Seller or Purchaser; all of the foregoing in form and content
      reasonably satisfactory to Purchaser (all of the foregoing being here
      referred to as the "Release Documents"). In addition, Seller shall
      indemnify the Purchaser against and hold the Purchaser harmless from all
      losses, damages, liabilities and expenses (including, without limitation,
      attorneys' fees and disbursements) suffered, paid or incurred by the
      Purchaser as a result of the termination of the Contracts, Seller's
      failure to terminate the Contracts, or otherwise relating to the Work.

1.    Existing

2.    Schedule E hereto

3.    provided none of the foregoing render title to the Premises uninsurable.

4.    8.    the Leases

      9.    (a)   Covenants, restrictions and easements set forth in Liber 5089,
                  Cp. 461
            (b)   Covenants, restrictions and easements set forth in Liber 5078,
                  Cp. 366
            (c)   Party wall agreements recorded in Liber 124, Sec. 4, Cp. 77,
                  Liber 1488, Cp. 275 and Liber 2097, Cp.34, provided that at no
                  additional premium, Purchaser's title company will insure
                  Purchaser that (A) none of the improvements on the Premises
                  violate said party wall agreements, and (B) that there are no
                  defaults under said party wall agreements.


                                      -2-


                                Inserts to Page 8

1.    , or by wiring immediately available federal funds

2.    First American Title Insurance Company of New York

3.    The Closing shall take place on or about the date which is sixty (60) days
      after Seller delivers to Purchaser a fully executed counterpart of this
      Agreement, which date may be extended by Purchaser one (1) or more times,
      for up to an additional thirty (30) days, in the aggregate, by Purchaser
      giving to Seller notice of Purchaser's desire to so extend on or prior to
      the date on which the Closing is then scheduled to occur, provided that,
      contemporaneously with the giving of such notice in respect of the first
      of such extensions, Purchaser gives a copy thereof to Escrowee, and either
      with or prior to the giving of such copy to Escrowee, Purchaser deposits
      with Escrowee, either by wire transfer or by check, an additional
      Downpayment of $900,000.00, to be held by Escrowee in accordance with, and
      subject to, all of the applicable provisions of this Agreement that are
      applicable to the Downpayment. Notwithstanding the foregoing, on not less
      than five (5) business days prior written notice to Seller, Purchaser may
      accelerate the date of Closing to a date that is no earlier than February
      10, 1998, without payment or penalty of any kind.

4.    At Purchasers' attorney's office or at such other office as may be
      designated by Purchaser's lender.

5.    As set forth in the "Tax Search" portion of the Title Report. The
      tentative assessment for 1998/1999 is $5,760,000.00.

6.    None

7.    None.

8.    See the Rider attached hereto containing Sections 25 through 27, which by
      this reference is made a part hereof. In addition to the Schedules listed
      in the Table of Contents on the first page of this Agreement, attached
      hereto and made a part hereof are:

      Schedule F  Payroll Schedule
      Schedule G  Service Contracts
      Schedule H  Violations

      Exhibit A   Assignment of Leases and Security Deposits 
      Exhibit B   Assignment of Permits, Certificates and Licenses 
      Exhibit C   Notice to Tenants 
      Exhibit D   Form of Tenant Estoppel Certificate 
      Exhibit E   Ernst & Young Letter
      Exhibit F   Bill of Sale


                                       -1-


             RIDER TO CONTRACT OF SALE, DATED AS OF JANUARY 20, 1998
           BETWEEN THE FIRST REPUBLIC CORPORATION OF AMERICA, SELLER,
                AND SL GREEN OPERATING PARTNERSHIP, LP, PURCHASER

Section 18. Conflicts.

      18.1 In the event of a conflict or inconsistency between the terms and
provisions of the printed form of contract of sale and this rider, the terms and
provisions of this rider shall prevail.

Section 19. Latent Defects. Etc.

      19.1 Seller shall not be responsible for any latent, patent or other
defect or change in the condition of the Premises or personal property,
including without limitation, the presence of asbestos, chlordane, radon, PCB's,
urea formaldehyde, gasoline or diesel fuel or any other chemicals, substances or
materials which may or may not cause or pose hazardous health conditions or in
any way diminish the value of the Premises.

Section 20. Existing Mortgage Prepayment Fee.

      20.1 Seller represents that there is an existing mortgage on the Premises
having a principal balance on the date of this contract of $6,118,687.53 which
mortgage will be prepaid by Seller on the date of Closing, together with a
prepayment charge equal to 4% of the amount of principal prepaid, and Purchaser
agrees that, at the Closing, it will pay such charge or reimburse Seller for the
payment thereof, as additional consideration for the purchase of the Premises.
Seller shall request that the holder of said mortgage assign same to Purchaser
or to Purchaser's designee at Closing.

Section 21. Authorization of Attorneys.

      21.1 The respective attorneys for the parties are hereby authorized to
give any notice which the party is required to give or may give under this
contract.

Section 22. Seller's Execution.

      22.1 This contract shall not be binding upon Seller and Seller shall incur
no obligation of any kind to Purchaser unless and until a fully executed
counterpart of this contract is delivered to Purchaser's attorney. Such delivery
shall be deemed a condition of this contract. All references herein to the "date
of this contract" or the "date of this Agreement" shall, for the purposes of
determining the running of any time periods, mean the date of the full execution
and delivery of this contract.


Section 23. Dishonor of Payment Checks.

      23.1 If payment made on account of the down payment is by check or checks,
and if any of said check or checks fails due collection, Seller, at its option,
may declare this contract null, void and of no force and effect, and may pursue
its remedies against Purchaser upon said check.

      23.2 Any checks payable upon the Closing for any balance due on account of
the Purchase Price due hereunder or any adjustments due Seller shall be strictly
in accordance with the terms of Section 2.02 of the printed portion of this
contract, and shall be unendorsed bank checks or unendorsed certified checks of
Purchaser payable to the order of Seller. Purchaser hereby guarantees the prompt
payment of any and all such checks without necessity for notice and proof of
presentment and dishonor. If any much check or any other check accepted by or on
behalf of Seller is not signed by Purchaser as "maker," Purchaser hereby
approves and guarantees the payment of such checks by the signing of this
contract and hereby agrees that all such checks shall be treated as if they had
been signed by Purchaser as well as the maker thereof. The provisions of this
Section and the guaranties made herein shall survive the closing of title.

Section 24. Seller's Representations.

24.1  Seller makes the following representations and warranties that shall
      survive the Closing of this contract:

      (a) Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and is authorized to do
business in the State of New York.

      (b) Seller has all requisite corporate power and authority to enter into
and perform all the transactions contemplated by this contract. This contract is
a legal, valid and binding obligation of Seller.

      (c) Seller has duly authorized the execution, delivery and performance of
this contract and has or will duly authorize each agreement, document, or
instrument required to be executed and delivered by Seller pursuant to this
contract. The execution, delivery or performance of this contract or any other
such document will not violate any term of its certificate of incorporation and
by-laws or any other agreement, judicial decree, statute or regulation to which
Seller is a party or by which Seller may be bound or affected.

      (d) The execution and delivery by Seller of this contract and all
documents associated therewith and the performance by Seller of its obligations
thereunder (i) do not constitute a violation of any provision of law, any order,
regulation, or decree of any court or agency of government, or any indenture,
mortgage, deed, trust agreement, or any other instrument to which Seller is a
party or by which it or any of its property is subject to or bound, and (ii) are
not in conflict with nor will they result in a breach of or constitute (with due
notice and/or lapse of time) a default under any such agreement or any other
instrument.

Section 25. Purchaser's Representations.

      25.1 Purchaser makes the following representations and warranties that
shall survive the Closing of this contract:

      (a) Purchaser is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Delaware and is authorized
to do business in the State of New York.


      (b) Purchaser has all requisite power and authority to enter into and
perform all the transactions contemplated by this contract. This contract is a
legal, valid and binding obligation of Purchaser.

      (c) Purchaser has duly authorized the execution, delivery and performance
of this contract and has or will duly authorize each agreement, document, or
instrument required to be executed and delivered by Purchaser pursuant to this
contract. The execution, delivery or performance of this contract or any other
such document will not violate any term of its partnership agreement or any
other agreement, judicial decree, statute or regulation to which Purchaser is a
party or by which Purchaser may be bound or affected.

      (d) The execution and delivery by Purchaser of this contract and all
documents associated therewith and the performance by Purchaser of its
obligations thereunder (i) do not constitute a violation or any provision of
law, any order, regulation, or decree of any court or agency of government, or
any indenture, mortgage, deed, trust agreement, or any other instrument to which
Purchaser is a party or by which it or any of its property is subject to or
bound, and (ii) are not in conflict with nor will they result in a breach of or
constitute (with due notice and/or lapse of time) a default under any such
agreement or any other instrument.

Section 26. Assignment.

      26.1 This contract is not assignable by Purchaser without express, prior,
written consent of the Seller, except, however, that Purchaser may assign the
contract to an entity wholly owned by it upon written notice to Seller but
without Seller's consent. If such entity is a corporation, it is a condition of
this right to assign that the entity be duly organized, validly existing and in
good standing under the laws of the State of its incorporation and that it be
authorized to do business in the State of New York. In no event shall the
assignment of this contract by Purchaser relieve it of its responsibility for
the payment and performance of the obligations of Purchaser hereunder that
survive Closing.

Section 27. Miscellaneous.

      27.1 Except as otherwise provided herein, the customs with respect to
title closings recommended by the Real Estate Board of New York shall apply to
the apportionments to be made at the Closing.

      27.2 This contract may be executed in any number of counterparts each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.