MACK CALI REALTY CORP, 8-K, 1997-12-24

MACK CALI REALTY CORP
8-K, 1997-12-24
REAL ESTATE INVESTMENT TRUSTS

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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):

DECEMBER 11, 1997

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

MACK-CALI REALTY CORPORATION

(Exact name of Registrant as specified in its charter)

MARYLAND

(State or other jurisdiction of incorporation)

<TABLE>
<CAPTION>
1-3274 22-3305147
<S> <C>
(Commission File No.) (I.R.S. Employer Identification No.)
</TABLE>

11 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016

<TABLE>
<S> <C>
(Address of Principal Executive Offices) (Zip Code)
</TABLE>

(908) 272-8000

(Registrant's telephone number, including area code)

CALI REALTY CORPORATION

(Former Name or Former Address, if Changed Since Last Report)

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<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On December 11, 1997, Cali Realty Corporation ("MC Corp") and its
subsidiary, Cali Realty, L.P. (together with MC Corp., collectively, the
"Company") completed its previously announced transaction (the "Transaction")
pursuant to the agreement dated as of September 18, 1997 with the Mack Company
and Patriot American Office Group (collectively, the "Mack Group"), as amended
as of December 11, 1997. The Company acquired 54 office properties, aggregating
approximately 9.4 million square feet (the "Mack Properties") and each of Cali
Realty Corporation and Cali Realty, L.P. changed its name to Mack-Cali Realty
Corporation and Mack-Cali Realty, L.P., respectively.

The total initial consideration of the Transaction was as follows: (i)
$468,958,000 in cash, (ii) $291,882,637 in debt of the Mack Group assumed by the
Company (the "Mack Assumed Debt"), (iii) up to 3,972,318 Common Units of Limited
Operating Partnership Interests in Mack-Cali Realty, L.P. ("Common Units"), (iv)
up to a stated value of $27,132,153 in Series A Preferred Units of Limited
Operating Partnership Interests in Mack-Cali Realty, L.P. ("Series A Preferred
Units"), (v) up to a stated value of $223,124,847 Series B Preferred Units of
Limited Operating Partnership Interests in Mack-Cali Realty, L.P. ("Series B
Preferred Units") and (vi) warrants to purchase 2,000,000 Common Units. The
warrants are exercisable at any time after one year from the date of their
issuance and prior to the fifth anniversary thereof at an exercise price of
$37.80 per Common Unit. Each of the Series A Preferred Units may be converted at
any time into Common Units at a conversion price of $34.65 per unit, and, after
the one year anniversary of the date of the Series A Preferred Units' initial
issuance, Common Units received pursuant to such conversion may be redeemed into
Common Stock (as hereinafter defined). Each of the Series B Preferred Units may
be converted at any time into Common Units at a conversion price of $34.65 per
unit, and, after the three year anniversary of the date of the Series B
Preferred Units' initial issuance, Common Units received pursuant to such
conversion may be redeemed into Common Stock. Each of the Common Units are
redeemable after one year for an equal number of shares of Common Stock of MC
Corp.

At closing, 2,006,432 Common Units ("Contingent Common Units"), 11,895
Series A Preferred Units and 7,799 Series B Preferred Units ("Contingent
Preferred Units," and together with Contingent Common Units, collectively, the
"Contingent Units") were issued as contingent non-participating units. Such
Contingent Units have no voting, distribution or other rights until such time as
they are redeemed into Common Units, Series A Preferred Units, and Series B
Preferred Units respectively. Redemption of such Contingent Units shall occur
upon the achievement of certain performance goals relating to certain of the
Mack Properties, specifically the achievement of certain leasing activity, as
more fully set forth in the First Amendment to the Contribution and Exchange
Agreement, attached hereto as Exhibit 10.99.

In connection with the Transaction, resigning from the Board of Directors of
MC Corp. were Brant Cali, Brad Berger, Angelo R. Cali, Kenneth A. DeGhetto,
James W. Hughes and Alan Turtletaub. Added to the Board by nomination by the
Mack Group were Mitchell E. Hersh, William L. Mack and Earle I. Mack. Added as
independent members of the Board were Martin D. Gruss, Jeffrey B. Lane, Vincent
Tese and Paul A. Nussbaum.

In addition, in connection with the Transaction, Brant Cali resigned as
Chief Administrative Officer of MC Corp., John R. Cali resigned as Chief
Accounting Officer of MC Corp. and Thomas A. Rizk resigned as President of MC
Corp. Mitchell E. Hersh entered into an employment agreement with MC Corp.
naming him as President and Chief Operating Officer (Exhibit 10.111). Also
entering into new employment agreements with MC Corp. were Thomas A. Rizk, as
Chief Executive Officer (Exhibit 10.112), Brant Cali, as Executive Vice
President (Exhibit 10.113), and John R. Cali, as Executive Vice President
(Exhibit 10.114). Entering into Amended and Restated Employment Agreements with
MC Corp. were Roger W. Thomas, as Executive Vice President, General Counsel and
Assistant Secretary (Exhibit 10.115), Barry Lefkowitz, as Executive Vice
President and Chief Financial Officer (Exhibit 10.116) and Timothy M. Jones, as
Executive Vice President (Exhibit 10.117).

1
<PAGE>
Finally, MC Corp. issued (i) a warrant to purchase 339,976 shares of MC
Corp. common Stock, par value $.01 per share ("Common Stock"), at a purchase
price of $38.75 per share to Mitchell E. Hersh (Exhibit 10.106); (ii) a warrant
to purchase 125,000 shares of Common Stock at a purchase price of $38.75 per
share to James Mertz (Exhibit 10.107); and (iii) a warrant to purchase 50,000
shares of Common Stock at a purchase price of $38.75 per share to James Clabby
(Exhibit 10.108). In each case, the warrants vest evenly over a five year
period, commencing December 31, 1997 and expire 10 years after their date of
issuance.

On December 10, 1997, Mack-Cali Realty, L.P. entered into a certain Credit
Agreement with Prudential Securities Credit Corporation ("PSC") under the terms
of which PSC agreed to advance Mack-Cali Realty, L.P. $200,000,000.00. The
proceeds of the loan were used to fund a portion of the cash consideration in
completion of the Transaction. The credit agreement has a one year term and
interest payments are required monthly. The interest rate is LIBOR plus 110
basis points. The loan is a recourse loan secured by eleven properties owned by
the Company and located in New Jersey.

The Company has been advised that, on December 10, 1997, a Shareholder's
Derivative Action was filed in Maryland Court on behalf of one individual
shareholder. The complaint, which has yet to be served, questions certain
executive compensation decisions made by the Company's Board of Directors in
connection with the Transaction. The Board's compensation decisions were
discussed in the proxy materials distributed in connection with the Transaction
and were approved by in excess of 99% of the voting shareholders. The Company
believes that this lawsuit is factually and legally baseless and will be
vigorously defended if the complaint is ever served.

The Transaction was previously reported on the Current Report on Form 8-K,
filed by the Company on September 19, 1997. This Current Report on Form 8-K
supersedes the September 19, 1997 8-K in its entirety. Set forth below are the
historical and pro forma financial statements of Businesses Acquired (Section
210.3-05 and Section 210.11 of Regulation S-X) as required by Item 7 of Form
8-K.

ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.

(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

The Audited Combined Financial Statements of the Mack Group as of December
31, 1996 and 1995 and for the three years in the period ended December 31, 1996,
the Unaudited Financial Information as of September 30, 1997 and for the nine
months ended September 30, 1997 and 1996 and the Property Tables, each contained
in the Proxy Statement (Schedule 14A) of the Company, filed on November 10,
1997, are hereby incorporated by reference herein.

(B) PRO FORMA FINANCIAL INFORMATION.

Unaudited pro forma financial information for the Company is presented as
follows:

(i) condensed consolidated balance sheet as of September 30, 1997; and

(ii) condensed consolidated statements of operations for the nine month
period ended September 30, 1997 and the year ended December 31, 1996.

2
<PAGE>
(C) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.99 First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997 by and among the
Company and the Mack Group.

10.100 Certificate of Designation of Series A Preferred Operating Partnership Units of Limited Partnership
Interest of Mack-Cali Realty, L.P.

10.101 Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership
Interest of Mack-Cali Realty, L.P.

10.102 Certificate of Designation of Contingent Non-Participating Common Operating Partnership Units of Limited
Partnership Interest of Mac-Cali Realty, L.P.

10.103 Certificate of Designation of Series A Contingent Non-Participating Preferred Operating Partnership
Units of Limited Partnership Interest of Mack-Cali Realty, L.P.

10.104 Certificate of Designation of Series B Contingent Non-Participating Preferred Operating Partnership
Units of Limited Partnership Interest of Mack-Cali Realty, L.P.

10.105 Form of Warrant Agreement to purchase Common Operating Partnership Units of Limited Partnership
Interests of Mack-Cali Realty, L.P.

10.106 Warrant Agreement, dated December 12, 1997, executed in favor Mitchell E. Hersh to purchase shares of
common stock (Common Stock), par value $.01 per share, of Mack-Cali Realty Corporation.

10.107 Warrant Agreement, dated December 12, 1997, executed in favor James Mertz to purchase shares of Common
Stock of Mack-Cali Realty Corporation.

10.108 Warrant Agreement, dated December 12, 1997, executed in favor James Clabby to purchase shares of Common
Stock of Mack-Cali Realty Corporation..

10.109 Registration Rights Agreement, dated December 11, 1997 among Mack-Cali Realty Corporation and the
investors listed therein.

10.110 Second Amended and Restated Agreement of Limited Partnership, dated December 11, 1997, for Mack-Cali
Realty, L.P.

10.111 Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Mitchell E.
Hersh.

10.112 Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Thomas A. Rizk.

10.113 Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Brant Cali.

10.114 Employment Agreement, dated December 11, 1997, between Mac-Cali Realty Corporation and John R. Cali.

10.115 Amended and Restated Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation
and Roger W. Thomas.

10.116 Amended and Restated Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation
and Barry Lefkowitz.

10.117 Amended and Restated Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation
and Timothy M. Jones.
</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.118 Non-Competition Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Earle Mack.

10.119 Non-Competition Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and David Mack.

10.120 Non-Competition Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Frederic
Mack.

10.121 Non-Competition Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and William
Mack.

10.122 Credit Agreement, dated as of December 10, 1997, by and among Cali Realty, L.P. and the other
signatories thereto.

10.123 Form of Promissory Note, dated as of December 10, 1997, of Cali Realty, L.P. in favor of Prudential
Securities Credit Corporation.

10.124 Mortgage, Security Agreement and Assignment of Leases and Rents, dated as of December 10, 1997, in favor
of Prudential Securities Credit Corporation.
</TABLE>

4
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MACK-CALI REALTY CORPORATION

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS)

(UNAUDITED)

The following unaudited pro forma condensed consolidated balance sheet is
presented as if the Transaction and the 1997 Offering had occurred on September
30, 1997. This unaudited pro forma condensed consolidated balance sheet should
be read in conjunction with the pro forma condensed consolidated statement of
operations of the Company and the historical financial statements and notes
thereto of the Company included in the Company's Form 10-K for the year ended
December 31, 1996 and the Company's Form 10-Q for the nine month period ended
September 30, 1997, respectively.

The pro forma condensed consolidated balance sheet is unaudited and is not
necessarily indicative of what the actual financial position of the Company
would have been had the Transaction and the 1997 Offering actually occurred on
September 30, 1997, nor does it purport to represent the future financial
position of the Company.

<TABLE>
<CAPTION>
PRO FORMA
ADJ. FOR
THE
TRANSACTION
COMPANY AND 1997 COMPANY
ASSETS HISTORICAL OFFERING PRO FORMA
---------- ---------- ----------
<S> <C> <C> <C>
Rental property, net.............................. $1,351,541 $1,102,188(a) $2,453,729
Cash and cash equivalents......................... 3,409 -- (b) 3,409
Unbilled rents receivable......................... 25,617 -- 25,617
Deferred charges and other assets, net............ 18,571 -- 18,571
Restricted cash................................... 5,154 1,467(e) 6,621
Accounts receivable, net.......................... 5,637 -- 5,637
Mortgage note receivable.......................... 7,250 -- 7,250
---------- ---------- ----------
Total assets...................................... $1,417,179 $1,103,655 $2,520,834
---------- ---------- ----------
---------- ---------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and loans payable....................... $ 593,058 $ 320,798(c) $ 913,856
Dividends and distributions payable............... 20,377 -- 20,377
Accounts payable and accrued expenses............. 15,578 6,133(d) 21,711
Accrued interest payable.......................... 2,081 -- 2,081
Rents received in advance and security deposits... 17,088 10,713(e) 27,801
---------- ---------- ----------
Total liabilities................................. 648,182 337,644 985,826
---------- ---------- ----------
Minority interest of unitholders in
Operating Partnership........................... 70,479 306,352(f) 376,831
---------- ---------- ----------
Stockholders' equity
Common stock, $.01 par value.................... 366 130(g) 496
Other stockholders' equity........................ 698,152 459,529(h) 1,157,681
---------- ---------- ----------
Total stockholders' equity........................ 698,518 459,659 1,158,177
---------- ---------- ----------
Total liabilities and stockholders' equity........ $1,417,179 $1,103,655 $2,520,834
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying footnotes on subsequent pages.

5
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 1997 (IN THOUSANDS)

(UNAUDITED)

(a) Represents the estimated aggregate acquisition cost to be incurred by the
Company to acquire the Mack Properties based upon the estimated market price
of the consideration to be paid as of the time the Transaction was agreed to
and announced. The total costs approximate the fair value of the rental
property to be acquired and include the following:

<TABLE>
<S> <C>
Cash............................................................ $ 468,958
Mack Assumed Debt............................................... 291,883
Common Units(1)................................................. 66,373
Preferred Units(1).............................................. 236,491
Warrants........................................................ 8,524
Estimated Transaction-related costs............................. 29,959
---------
$1,102,188
---------
---------
</TABLE>

(b) The following schedule summarizes the pro forma sources and uses of funds in
connection with the Transaction and the 1997 Offering:

<TABLE>
<S> <C>
Net proceeds received from the 1997 Offering after underwriting
discount and issuance costs of $28,021.......................... $ 489,542

Pro forma drawing on the Company's credit facilities.............. 28,915

Cash consideration paid (including estimated Transaction-related
costs of $29,959)............................................... (498,917)

Cash paid for executive compensation, bonuses and related tax
obligation payments............................................. (35,565)

Net cash from closing adjustments at completion of Transaction.... 16,025
---------
$ 0
---------
---------
</TABLE>

(c) Represents the Mack Assumed Debt assumed by the Company and additional
drawings on the Company's credit facilities in connection with the
consummation of the Transaction, as follows:

<TABLE>
<S> <C>
Mack Assumed Debt................................................. $ 291,883

Additional drawings on the Company's credit facilities............ 28,915
---------
$ 320,798
---------
---------
</TABLE>

(d) Represents closing pro-rations from the Transaction ($6,779), less amounts
that were accrued in the Company's historical accounts as of September 30,
1997 for tax obligation payments in connection with the Company's executive
compensation agreements, which were paid in connection with the completion
of the Transaction ($646).

(e) Represents adjustments for rents received in advance ($8,139), and security
deposits ($2,574), received by the Company at the closing of the
Transaction. Additionally, the Company received $1,467 in restricted cash at
closing.

6
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)

AS OF SEPTEMBER 30, 1997 (IN THOUSANDS)

(UNAUDITED)

(f) Reflects the adjustment to minority interest of the unitholders in the
Operating Partnership computed as follows:

<TABLE>
<S> <C>
Common Units(1)................................................... $ 66,373
Preferred Units(1)................................................ 236,491
Warrants.......................................................... 8,524
Minority interest share of non-recurring charges [see Note (h)
below].......................................................... (5,036)
---------
$ 306,352
---------
---------
</TABLE>

(g) Reflects the issuance of 13 million shares of the Company's Common Stock
with a par value of $.01 per share.

(h) Reflects the issuance of 13 million shares of the Company's Common Stock
with a par value of $.01 per share, at $39.8125 per share. The following
table sets forth the adjustments to Other stockholders' equity:

<TABLE>
<S> <C>
Net proceeds received from the 1997 Offering after estimated
underwriting discount and issuance costs of $28,021, (net of
$130 for par value)............................................. $ 489,412
Recording of the financial accounting value ascribed to the
beneficial conversion feature inherent in the Preferred Units
upon issuance. The Preferred Units are immediately convertible
into Common Units at $34.65 per Common Unit, which is an amount
that is expected to be less than the market price of the Common
Stock (assumed to be $39.0625 per share for purposes of this pro
forma information) as of the date the Preferred Units are
issued.......................................................... 29,361
Recording of amortization for the beneficial conversion feature
inherent in the Preferred Units as they are immediately
convertible into Common Units upon consummation of the
Transaction(2).................................................. (29,361)
Expensing of previously unamortized stock compensation recorded in
connection with the Company's executive compensation agreements,
which fully vested on an accelerated basis as a result of the
consummation of the Transaction(2).............................. (11,423)
Tax obligation payments related to stock compensation (net of $645
previously accrued)(2).......................................... (5,874)
Elimination of unamortized stock compensation previously recorded
in equity....................................................... 11,423
Additional executive compensation and bonuses paid upon
consummation of the Transaction(2).............................. (29,046)
Allocation to minority interest based upon post-Transaction
ownership....................................................... 5,037
---------
$ 459,529
---------
---------
</TABLE>

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(1) Does not include 19,694 Contingent Preferred Units and 2,006,432 Contingent
Common Units which will convert, in whole or in part, into ordinary Common
Units upon achieving certain rents for space not presently leased in certain
of the Mack Properties. The value of such Units will be recorded as
additional acquisition costs at the time such Units are converted.
(2) Reflects the adjustments to historical net earnings for non-recurring
charges, incurred in connection with the Transaction and will be recorded in
the Company's statement of operations for the period in which they are
incurred.

7
<PAGE>
MACK-CALI REALTY CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

AND THE YEAR ENDED DECEMBER 31, 1996

The unaudited pro forma condensed consolidated statements of operations for
the nine months ended September 30, 1997 and for the year ended December 31,
1996 are presented as if each of the following had occurred on January 1, 1996:
(i) the partial prepayment by the Company of its Initial Mortgage Financing
("Partial Prepayment") in 1996, (ii) the disposition by the Company of its
property at 15 Essex Road in Paramus, New Jersey ("Essex Road") in 1996, (iii)
the acquisition by the Company of the properties known as 103 Carnegie, Rose
Tree, the Mount Airy Road Buildings , Five Sentry Parkway, Harborside, Whiteweld
Centre, One Bridge Plaza and Airport Center in 1996, (iv) the net proceeds
received by the Company as a result of its common stock offering of 3,450,000
shares on August 13, 1996 (the "August Offering"), (v) the net proceeds received
by the Company as a result of its common stock offering of 17,537,500 shares on
November 22, 1996 (the "November Offering"), (vi) the completion by the Company
of the RM Transaction, (vii) the acquisition of 1345 Campus Parkway, Westlakes
Office Park, the Moorestown Building, Shelton Plaza, 200 Corporate and Three
Independence by the Company (collectively, the "Pre-Mack Events," which are more
fully discussed in the Company's Current Report on Form 8-K, dated September 18,
1997), and (viii) completion by the Company of the Transaction and the 1997
Offering. Items (i) through (v) above are to be collectively referred to as the
"1996 Events."

Such pro forma information is based upon the historical consolidated results
of operations of the Company for the nine months ended September 30, 1997 and
for the year ended December 31, 1996, after giving effect to the transactions
described above. The pro forma condensed consolidated statements of operations
should be read in conjunction with the pro forma condensed consolidated balance
sheet of the Company and the historical financial statements and notes thereto
of the Company included in the Company's Form 10-Q for the nine months ended
September 30, 1997 and in the Company's Form 10-K for the year ended December
31, 1996.

The unaudited pro forma condensed consolidated statements of operations are
not necessarily indicative of what the actual results of operations of the
Company would have been assuming the transactions had been completed as set
forth above, nor does it purport to represent the Company's results of
operations for future periods.

8
<PAGE>
MACK-CALI REALTY CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
ADJ. FOR
THE
TRANS-
ACTION
AND
PRO FORMA ADJ. PRE-MACK HISTORICAL 1997
COMPANY FOR PRE-MACK EVENTS THE MACK OFFERING COMPANY
REVENUES HISTORICAL EVENTS PRO FORMA GROUP (H) PRO FORMA
---------- -------------- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Base rents............................. $ 145,328 $11,330(a) $156,658 $ 96,714 $ 6,220(e) $259,592
Escalations and recoveries from
tenants.............................. 22,464 1,220(a) 23,684 12,686 -- 36,370
Parking and other...................... 5,245 524(a) 5,769 6,131 -- 11,900
Interest income........................ 2,268 (956) (b) 1,312 454 (454) (f) 1,312
---------- ------- --------- ---------- --------- ------------
Total revenues......................... 175,305 12,118 187,423 115,985 5,766 309,174
---------- ------- --------- ---------- --------- ------------

EXPENSES
Real estate taxes...................... 18,513 1,407(a) 19,920 11,893 -- 31,813
Utilities.............................. 13,001 988(a) 13,989 10,477 -- 24,466
Operating services..................... 21,056 1,711(a) 22,767 14,553 -- 37,320
General and administrative............. 10,601 743(a) 11,344 8,710 (3,800) (g) 16,254
Depreciation and amortization.......... 25,631 1,970(a) 27,601 21,586 (5,053) (i) 44,134
Interest expense....................... 28,398 1,136 29,534(c) 44,325 (26,043) (j) 47,816
---------- ------- --------- ---------- --------- ------------
Total expenses......................... 117,200 7,955 125,155 111,544 (34,896) 201,803
---------- ------- --------- ---------- --------- ------------
Income before minority interest and
extraordinary item................... 58,105 4,163 62,268 4,441 40,662 107,371
Minority interest...................... 5,663 617(d) 6,280 -- 15,793(k) 22,073
---------- ------- --------- ---------- --------- ------------
Income before extraordinary item....... $ 52,442 $ 3,546 $ 55,988 $ 4,441 $ 24,869 $ 85,298
---------- ------- --------- ---------- --------- ------------
---------- ------- --------- ---------- --------- ------------
Weighted average common shares
outstanding (l)...................... 36,469 49,668
---------- ------------
Income before extraordinary item per
common share (m)..................... $ 1.44 $ 1.72
---------- ------------
</TABLE>

9
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

(IN THOUSANDS)

(a) Reflects:

Revenues and expenses for the properties acquired in 1997 by the Company (as
disclosed by the Company in previously-filed Current Reports on Form 8-K and
8-K/A) for the period January 1, 1997 through the earlier of the date of
acquisition/completion or September 30, 1997, as follows:
<TABLE>
<CAPTION>
REAL
ACQUISITION/ BASE ESCALATIONS/ OTHER ESTATE OPERATING
PROPERTY/TRANSACTION (1) COMPLETION DATE RENTS (2) RECOVERIES INCOME TAXES UTILITIES SERVICES
- ---------------------------- ----------------- ----------- ------------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1345 Campus Parkway......... January 28, 1997 $ 58 $ 19 -- $ 7 $ 1 $ 4
RM Transaction.............. January 31, 1997 5,209 195 $ 524 817 379 858
Westlakes................... May 8, 1997 3,126 866 -- 258 362 449
Shelton Place (4)........... July 31, 1997 1,146 123 -- 94 168 162
200 Corporate............... August 15, 1997 482 15 -- 68 6 91
Three Independence.......... September 3, 1997 1,309 2 -- 163 72 147
----------- ------ ----- --------- ----- -----------
Total Pro Forma Adj. for
1997 Events............... $ 11,330 $ 1,220 $ 524 $ 1,407 $ 988 $ 1,711
----------- ------ ----- --------- ----- -----------
----------- ------ ----- --------- ----- -----------

GENERAL AND
PROPERTY/TRANSACTION (1) ADMINISTRATIVE DEPRECIATION (3)
- ---------------------------- ----------------- -----------------
<S> <C> <C>
1345 Campus Parkway......... $ 1 $ 12
RM Transaction.............. 410 864
Westlakes................... 246 607
Shelton Place (4)........... 57 192
200 Corporate............... 1 106
Three Independence.......... 28 189
----- ------
Total Pro Forma Adj. for
1997 Events............... $ 743 $ 1,970
----- ------
----- ------
</TABLE>

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

(1) The Moorestown Buildings were vacant during 1996 and for the nine months
ended September 30, 1997.

(2) Pro forma base rents are presented on a straight-line basis calculated from
January 1, 1996 forward.

(3) Depreciation is based on the building-related portion of the purchase price
and associated costs depreciated using the straight-line method over a
40-year life.

(4) Total revenues of $444 and Revenue in excess of certain expenses of $234 for
the three months ended March 31, 1997 have been included in both the Pro
Forma Condensed Consolidated Statements of Operations for the nine months
ended September 30, 1997 and year ended December 31, 1996.

10
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

(IN THOUSANDS)

(b) Represents reduction for (i) interest income earned on investments of
proceeds from the November 1996 offering ($835) and (ii) interest income
earned on the RM Mortgage Receivable as a result of the prepayment in
connection with the 200 Corporate acquisition ($121).

(c) The Pre-Mack Events pro forma adjustment to interest expense for the nine
months ended September 30, 1997 reflects interest on mortgage debt assumed
with certain acquisitions and additional borrowings from the Company's
credit facilities to fund certain acquisitions. Pre-Mack Events pro forma
interest expense for the nine months ended September 30, 1997 is computed as
follows:

<TABLE>
<S> <C>
Interest expense on the Initial Mortgage Financing, after the
Partial Prepayment (fixed interest rate of 8.02 percent on $44,313;
and variable rate of 30-day LIBOR plus 100 basis points on
$20,195--weighted average interest rate used is 6.60 percent)...... $ 3,665

Interest expense on loan assumed with Fair Lawn acquisition on
March 3, 1995 (fixed interest rate of 8.25 percent on average
outstanding principal balance of approximately $18,605)............ 1,154

Interest expense on mortgages in connection with the Harborside
acquisition in 1996 (fixed interest rate of 7.32 percent on
$107,912 and initial rate of 6.99 percent on $42,088).............. 8,125

Interest expense on outstanding borrowings on the Company's credit
lines (a variable rate of 30-day LIBOR plus 125 basis points during
the period on $114,655; weighted average interest rate used is 6.85
percent)........................................................... 5,890

Interest expense on the Teachers Mortgage assumed with the RM
Transaction on January 31, 1997 (fixed interest rate of 7.18
percent on $185,283)............................................... 9,977

Historical amortization of deferred mortgage, finance and title
costs for the nine months ended September 30, 1997................. 723
---------

Total Pre-Mack Events pro forma interest expense for the nine
months ended September 30, 1997:................................... $ 29,534
---------
---------
</TABLE>

(d) Represents Pre-Mack Events pro forma income allocated to the pro forma
weighted average minority interest (Units) in Mack-Cali Realty L.P. (the
Operating Partnership) for the period of 10.08 percent.

(e) Represents adjustment necessary to reflect rental income for the Mack
Properties on a straight-line basis assuming that the Transaction was
consummated as of January 1, 1996.

(f) Represents reduction of interest income, which was recorded in the Mack
Group Historical Financial Statements.

(g) Reflects reduction due to exclusion of non-recurring expenses incurred by
the Mack Group in connection with the Transaction.

11
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

(IN THOUSANDS)

(h) In connection with the consummation of the Transaction, the Company
estimates that it will also recognize the following non-recurring charges,
before minority interest, in the Company's Statements of Operations for the
period in which the Transaction is completed, which have been excluded from
the Company's pro forma operating results:

Related tax obligation payments (net of $645 previously accrued)... 5,874

Additional executive compensation and bonuses paid upon
consummation of the Transaction.................................... 29,046

Amortization of the beneficial conversion feature inherent in the
Preferred Units (as an allocation to minority interest) as they are
immediately convertible into Common Units upon consummation of the
Transaction........................................................ 29,361
---------

$ 75,704
---------
---------
</TABLE>

(i) Represents adjustment to reflect depreciation expense (based on a 40-year
useful life) related to the Mack Properties acquired by the Company based on
the estimated allocated value of buildings and improvements ($881,750) as
follows:

<TABLE>
<CAPTION>
<S> <C>
Pro forma depreciation expense..................................................... $ 16,533

Mack Group Historical.............................................................. 21,586
---------

$ (5,053)
---------
---------
</TABLE>

(j) Reflects reduction of interest expense relating to the Transaction. Pro
forma interest expense is computed as follows:

<TABLE>
<CAPTION>
<S> <C>
Interest on Mack Assumed Debt ($291,883) with a weighted average interest rate of
7.67 percent...................................................................... $ 16,791

Interest on drawings on the Company's credit facilities of $28,915 at a weighted
average interest rate of 6.87 percent............................................. 1,491
----------

$ 18,282

Mack Group Historical............................................................. 44,325
----------

$ (26,043)
----------
----------
</TABLE>

12
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

(IN THOUSANDS)

(k) Represents minority interest computed as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
Income before extraordinary item and minority interest................. $ 107,371

Dividend yield of 6.75 percent on the Preferred Units with a par value
of $230,562............................................................ $ 11,672

Income allocable to common stockholders of the Company and unitholders
in the Operating Partnership........................................... $ 95,699
----------

Allocation to minority interest based upon weighted average percentage
of Common Units outstanding of 10.87 percent........................... 10,401
---------

Total minority interest................................................ 22,073
---------

Pre-Mack Events pro forma.............................................. 6,280
---------

$ 15,793
---------
---------
</TABLE>

See Note (1) to the Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1997 related to assumptions regarding the Contingent Units.

(l) The following is a reconciliation of the historical weighted average shares
outstanding to the pro forma primary weighted average shares outstanding
(shares in thousands):

<TABLE>
<CAPTION>
<S> <C>
Historical weighted average shares outstanding....................................... 36,469

Shares issued in connection with the 1997 Offering................................... 13,000

Vesting of 199 shares on an accelerated basis as a result of the Transaction......... 199
---------

Pro forma weighted average shares outstanding........................................ 49,668
---------
---------
</TABLE>

(m) Fully-diluted pro forma net income per share is not presented since common
stock equivalents and the Preferred Units are not dilutive.

13
<PAGE>
MACK--CALI REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA PRO FORMA ADJ. FOR THE
ADJ. FOR ADJ. FOR PRE-MACK THE MACK TRANSACTION AND
COMPANY 1996 PRE-MACK EVENTS GROUP 1997 OFFERING COMPANY
HISTORICAL EVENTS (A) EVENTS (B) PRO FORMA HISTORICAL (H) PRO FORMA
---------- ---------- ---------- --------- -------------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES
Base rents........................ $76,922 $49,087 $76,655 $202,664 $ 126,463 $ 8,985(f) $338,112
Escalations and recoveries from
tenants......................... 14,429 8,870 8,230 31,529 16,855 -- 48,384
Parking and other................. 2,204 190 4,428 6,822 3,226 -- 10,048
Interest income................... 1,917 -- (738)(c) 1,179 463 (463)(g) 1,179
---------- ---------- ---------- --------- -------------- --------------- ---------
Total revenues.................... 95,472 58,147 88,575 242,194 147,007 8,522 397,723
---------- ---------- ---------- --------- -------------- --------------- ---------
EXPENSES
Real estate taxes................. 9,395 5,144 11,039 25,578 15,122 -- 40,700
Utilities......................... 8,138 3,313 6,619 18,070 13,777 -- 31,847
Operating Services................ 12,129 6,452 12,277 30,858 19,144 -- 50,002
General and administrative........ 5,800 3,020 4,965 13,785 7,285 -- 21,070
Depreciation and amortization..... 14,731 8,133 13,021 35,885 27,680 (5,636)(i) 57,929
Interest expense.................. 13,758 -- 25,608(d) 39,366(d) 57,897 (33,651)(j) 63,612
---------- ---------- ---------- --------- -------------- --------------- ---------
Total expenses.............. 63,951 26,062 73,529 163,542 140,905 (39,287) 265,160
---------- ---------- ---------- --------- -------------- --------------- ---------
Income before gain on sale of
rental property, minority
interest and extraordinary
item............................ 31,521 32,085 15,046 78,652 6,102 47,809 132,563
Gain on sale of rental property... 5,658 (5,658) -- -- -- -- --
---------- ---------- ---------- --------- -------------- --------------- ---------
Income before minority interest
and extraordinary item.......... 37,179 26,427 15,046 78,652 6,102 47,809 132,563
Minority interest................. 4,760 -- 3,263(e) 8,023(e) -- 20,358(k) 28,381
---------- ---------- ---------- --------- -------------- --------------- ---------
Income before extraordinary item.. $32,419 $26,427 $11,783 $ 70,629 $ 6,102 $ 27,451 $104,182
---------- ---------- ---------- --------- -------------- --------------- ---------
---------- ---------- ---------- --------- -------------- --------------- ---------
Weighted average common shares
outstanding (l)................. 18,461 49,401
---------- ---------
Income before extraordinary item
per common share (m)............ $ 1.76 $ 2.11
---------- ---------
</TABLE>

14
<PAGE>
MACK--CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

(a) Reflects:

Revenues and expenses of the properties acquired in 1996 for the period
January 1, 1996 through the date of acquisition, (as reported by the Company on
previously-filed Current Reports on Form 8-K) as follows:
<TABLE>
<CAPTION>
REAL
ACQUIS./COMPLETION BASE ESCALATIONS/ OTHER ESTATE
PROPERTY/TRANSACTION DATE RENTS (2) RECOVERIES INCOME TAXES UTILITIES
- ---------------------------------- ------------------ --------- ------------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Carnegie.......................... March 20, 1996 $ 386 $ 31 -- $ 54 $ 56
Rose Tree......................... May 2, 1996 1,312 115 -- 165 180
Mt. Airy Bldgs. .................. July 23, 1996 665 101 -- 101 --
Harborside........................ November 4, 1996 30,884 7,037 $166 3,096 906
Five Sentry....................... November 7, 1996 1,663 -- -- 148 32
Whiteweld......................... December 10, 1996 3,890 326 -- 430 748
One Bridge Plaza.................. December 16, 1996 3,597 293 -- 420 412
Airport Center.................... December 17, 1996 6,953 1,004 24 780 1,035
--------- ------ ------ ------ ---------
Total Pro Forma Adj. for 1996
acquisitions.................... $49,350 $8,907 $190 $5,194 $3,369
--------- ------ ------ ------ ---------

OPERATING GENERAL AND
PROPERTY/TRANSACTION SERVICES ADMINISTRATIVE DEPRECIATION (3)
- ---------------------------------- --------- -------------- ----------------
<S> <C> <C> <C>
Carnegie.......................... $ 58 $ 11 $ 49
Rose Tree......................... 179 43 215
Mt. Airy Bldgs. .................. 4 51 107
Harborside........................ 3,633 2,048 5,332
Five Sentry....................... 325 88 246
Whiteweld......................... 543 158 733
One Bridge Plaza.................. 659 237 585
Airport Center.................... 1,129 395 953
--------- ------ ------
Total Pro Forma Adj. for 1996
acquisitions.................... $6,530 $3,031 $8,220
--------- ------ ------
</TABLE>

Revenues and expenses of the property disposed of in 1996 for the period January
1, 1996 through the date of disposition, as follows:
<TABLE>
<CAPTION>
REAL
ACQUIS./COMPLETION BASE ESCALATIONS/ OTHER ESTATE
PROPERTY/TRANSACTION DATE RENTS (2) RECOVERIES INCOME TAXES UTILITIES
- ---------------------------------- ------------------ --------- ------------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Essex Road........................ March 20, 1996 (263) (37) -- (50) (56)
--------- ------ ------ ------ ---------

Reduction of expense as a result of the Partial Prepayment in 1996, for the
period January 1, 1996 through the Partial Payment date, as follows:
<TABLE>
<CAPTION>
REAL
ACQUIS./COMPLETION BASE ESCALATIONS/ OTHER ESTATE
PROPERTY/TRANSACTION DATE RENTS (2) RECOVERIES INCOME TAXES UTILITIES
- ---------------------------------- ------------------ --------- ------------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Partial Prepayment................ March 12, 1996 -- -- -- -- --
--------- ------ ------ ------ ---------
Total Pro Forma Adj. for 1996
Events.......................... $49,087 $8,870 $190 $5,144 $3,313
--------- ------ ------ ------ ---------
--------- ------ ------ ------ ---------

OPERATING GENERAL AND
PROPERTY/TRANSACTION SERVICES ADMINISTRATIVE DEPRECIATION (3)
- ---------------------------------- --------- -------------- ----------------
<S> <C> <C> <C>
Partial Prepayment................ -- -- (6)
--------- ------ ------
Total Pro Forma Adj. for 1996
Events.......................... $6,452 $3,020 $8,133
--------- ------ ------
--------- ------ ------
</TABLE>

15
<PAGE>
MACK--CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

(b) Reflects:

Revenues and expenses for the properties acquired in 1997 by the Company (as
reported by the Company on previously-filed Current Reports on Form 8-K and
8-K/A), for the year ended December 31, 1996, as follows:
<TABLE>
<CAPTION>
REAL
AQUIS./COMPLETION BASE ESCALATIONS/ OTHER ESTATE
PROPERTY/TRANSACTION (1) DATE RENTS (2) RECOVERIES INCOME TAXES
- -------------------------------------------------- ----------------- ----------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
1345 Campus Parkway............................... January 28, 1997 $ 698 $ 165 -- $ 90
RM Transaction.................................... January 31, 1997 63,083 5,483 $ 4,393 9,870
Westlakes......................................... May 8, 1997 8,659 2,347 -- 610
Shelton Place (4)................................. July 31, 1997 2,180 193 -- 161
200 Corporate..................................... August 15, 1997 850 38 35 85
Three Independence................................ September 3, 1997 1,185 4 -- 223
----------- ------ ----------- ---------
Total Pro Forma Adj. for Pre-Mack Events.......... $ 76,655 $ 8,230 $ 4,428 $ 11,039
----------- ------ ----------- ---------
----------- ------ ----------- ---------

OPERATING GENERAL AND DEPRECIATION
PROPERTY/TRANSACTION (1) UTILITIES SERVICES ADMINISTRATIVE (3)
- -------------------------------------------------- ----------- ----------- --------------- ---------------
<S> <C> <C> <C> <C>
1345 Campus Parkway............................... $ 25 $ 103 $ 20 $ 143
RM Transaction.................................... 4,944 9,876 3,997 10,364
Westlakes......................................... 1,216 1,627 772 1,734
Shelton Place (4)................................. 320 292 93 329
200 Corporate..................................... -- 146 36 170
Three Independence................................ 114 233 47 281
----------- ----------- ------ -------
Total Pro Forma Adj. for Pre-Mack Events.......... $ 6,619 $ 12,277 $ 4,965 $ 13,021
----------- ----------- ------ -------
----------- ----------- ------ -------
</TABLE>

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

(1) The Moorestown Buildings were vacant during 1996.

(2) Pro Forma base rents are presented on a straight-line basis calculated from
January 1, 1996 forward.

(3) Depreciation is based on the building-related portion of the purchase price
and associated costs depreciated using the straight-line method over a
40-year life.

(4) Revenues and certain expenses for Shelton Place reasonably reflect the
operations of the property for the period April 1, 1996 through March 31,
1997. Total revenues of $444 and Revenue in excess of certain expenses of
$234 for the three months ended March 31, 1997 have been included in both
the Pro Forma Condensed Consolidated Statements of Operations for the nine
months ended September 30, 1997 and year ended December 31, 1996.

16
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(c) Represents reduction for interest income earned on investments of proceeds
from the November 1996 Offering ($1,463), net of additional interest income
earned on the RM Mortgage Receivable ($725).

(d) The pro forma adjustment to interest expense for the year ended December 31,
1996 (for the Pre-Mack Events) reflects interest on mortgage debt assumed
with certain acquisitions and additional borrowings from the Company's
credit facilities to fund acquisitions. Pro forma interest expense for the
year ended December 31, 1996 is computed as follows:

<TABLE>
<S> <C>
Interest expense on the Initial Mortgage Financing, after the
Partial Prepayment (fixed interest rate of 8.02 percent on
$44,313 and variable rate of 30-day LIBOR plus 100 basis points
on $20,195; weighted average interest rate used is 6.46
percent)......................................................... $ 4,867
Interest expense on loan assumed with Fair Lawn acquisition on
March 3, 1995 (fixed interest rate of 8.25 percent on average
outstanding principal balance of approximately $18,605).......... 1,535
Interest expense on mortgages in connection with the Harborside
acquisition on November 4, 1996 (fixed interest rate of 7.32
percent on $107,912 and initial rate of 6.99 percent on
$42,088)......................................................... 10,841
Interest expense on outstanding borrowings on the Company's credit
lines (a variable rate of 30-day LIBOR plus 125 basis points
during the period on $114,655; weighted average interest rate
used is 6.75 percent)............................................ 7,739
Interest expense on Teachers Mortgage assumed with the RM
Transaction on January 31, 1997 (fixed interest rate of 7.18
percent on $185,283)............................................. 13,303
Historical amortization of deferred mortgage, finance and title
costs for the year ended December 31, 1996....................... 1,081
---------
Pre-Mack Events pro forma interest expense for the year ended
December 31, 1996................................................ $ 39,366
---------
---------
</TABLE>

(e) Represents pro forma income for 1996 Events and Pre-Mack Events allocated to
the pro forma weighted average minority interest (Units) in Mack-Cali Realty
L.P. (the Operating Partnership) of 10.20 percent.

(f) Represents adjustment necessary to reflect rental income on a straight-line
basis assuming that the Transaction was consummated as of January 1, 1996.

(g) Represents reduction of interest income, which was recorded in the Mack
Group Historical Financial Statements.

17
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(h) In connection with the consummation of the Transaction, the Company
estimates that it will also recognize the following non-recurring charges
before minority interest in the Company's Statement of Operations for the
period in which the Transaction is completed, which have been excluded from
the Company's pro forma operating results:

<TABLE>
<S> <C>
Expensing of previously unamortized stock compensation recorded in
connection with the Company's executive compensation plans which
vested on an accelerated basis as a result of the consummation of
the Transaction.................................................. $ 11,423
Related tax obligation payments (net of $645 previously accrued)... 5,874
Additional executive compensation and bonuses paid upon
consummation of the Transaction.................................. 29,046
Amortization of the beneficial conversion feature inherent in the
Preferred Units (as an allocation to minority interest) as they
are immediately convertible into Common Units upon consummation
of the Transaction............................................... 29,361
---------
$ 75,704
---------
---------
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Pro forma depreciation expense..................................................... $ 22,044
Mack Group Historical.............................................................. 27,680
---------
$ (5,636)
---------
---------
</TABLE>

(j) Reflects reduction of interest expense relating to the Transaction. Pro
forma interest expense is computed as follows:

<TABLE>
<CAPTION>
<S> <C>
Interest on Mack Assumed Debt ($291,883) with an estimated weighted average
interest rate of 7.64 percent................................................... $ 22,300
Interest on drawings on the Company's credit facilities of $28,915 at a weighted
average interest rate of 6.73 percent........................................... 1,946
----------
24,246
Mack Group Historical............................................................. 57,897
----------
$ (33,651)
----------
----------
</TABLE>

18
<PAGE>
MACK-CALI REALTY CORPORATION

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(k) Represents minority interest computed as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
Income before extraordinary item and minority interest................. $ 132,563
Dividend yield of 6.75 percent on the preferred units with a par value
of $230,562............................................................ $ 15,563
Income allocable to common stockholders in the Company and unitholders
in the Operating Partnership........................................... $ 117,000
----------
Allocation to minority interest based upon weighted average percentage
of Common Units outstanding of 10.96 percent, respectively............. 12,818
---------
Minority interest...................................................... 28,381
Pre-Mack Events pro forma.............................................. 8,023
---------
$ 20,358
---------
---------
</TABLE>

See Note (1) to the Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1997 related to assumptions regarding the Contingent Units.

(l) The following is a reconciliation of the historical primary weighted average
shares outstanding to the pro forma weighted average shares outstanding
(shares in thousands):

<TABLE>
<CAPTION>
<S> <C>
Historical weighted average shares outstanding..................................... 18,461
Shares issued in connection with the the November 1996 offering.................... 17,538
Issued in connection with the August 1996 offering................................. 3,450
Adjustment for period of year during which shares issued with the 1996 offerings
were outstanding................................................................... (3,247)
Shares issued in connection with the 1997 Offering................................. 13,000
Vesting of 199 shares on an accelerated basis as a result of the Transaction....... 199
---------
Pro forma weighted average shares outstanding...................................... 49,401
---------
---------
</TABLE>

(m) Fully-diluted pro forma income before extraordinary item per share is not
presented since common stock equivalents and the Preferred Units are not
dilutive.

19
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
Mack-Cali Realty Corporation has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated: December 24, 1997

<TABLE>
<S> <C> <C>
MACK-CALI REALTY CORPORATION

By: /s/ THOMAS A. RIZK
-----------------------------------------
Thomas A. Rizk
CHIEF EXECUTIVE OFFICER

By: /s/ BARRY LEFKOWITZ
-----------------------------------------
Barry Lefkowitz
CHIEF FINANCIAL OFFICER
AND EXECUTIVE VICE PRESIDENT
</TABLE>

<PAGE>
Exhibit 10.99

FIRST AMENDMENT

TO THE

CONTRIBUTION AND EXCHANGE AGREEMENT

AMONG

THE MK CONTRIBUTORS,

THE MK ENTITIES,

THE PATRIOT CONTRIBUTORS,

THE PATRIOT ENTITIES,

PATRIOT AMERICAN MANAGMENT AND LEASING CORP.,

CALI REALTY, L.P.

AND

CALI REALTY CORPORATION

Dated as of: December 11, 1997

<PAGE>

FIRST AMENDMENT
TO THE
CONTRIBUTION AND EXCHANGE AGREEMENT

THIS FIRST AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENT (this "
FIRST AMENDMENT") made as of this 11th day of December, 1997 by and among the MK
Contributors, the MK Entities, the Patriot Contributors, the Patriot Entities,
and Patriot American Management and Leasing Corporation ("PAM"); (the MK
Contributors and the Patriot Contributors shall collectively be referred to as
the "MACK CONTRIBUTORS" and each individually a "MACK CONTRIBUTOR"); (the MK
Entities and the Patriot Entities shall collectively be referred to as the "MACK
ENTITIES" and each individually a "MACK ENTITY"); (the Mack Contributors and the
Mack Entities shall collectively be referred to as "MACK") and CALI REALTY,
L.P., a Delaware limited partnership ("CRLP") and CALI REALTY CORPORATION, a
Maryland corporation ("CALI").

W I T N E S S E T H

WHEREAS, MACK, CRLP and Cali have entered into a certain Contribution and
Exchange Agreement dated September 18, 1997 (the "Original Agreement", which as
amended by this First Amendment, shall hereinafter be referred to as the
"AGREEMENT"), whereby MACK has agreed (i) to contribute certain properties,
ground leases and/or one-hundred (100%) percent of its partnership, limited
liability company and/or other ownership interests in and to certain Mack
Entities to CRLP or, at CRLP's direction, to an entity (1) owned by (a) CRLP,
(b) Cali and/or (c) Cali's one-hundred (100%) percent owned subsidiaries, and
(ii) to cause certain key executives of MACK to become part of the management of
Cali;

WHEREAS, MACK, CRLP and Cali have agreed that the Original Agreement is to be
amended in accordance with the terms and conditions set forth herein;

WHEREAS, all capitalized terms used in this First Amendment and not otherwise
defined herein shall have the meaning ascribed to such terms in the Original
Agreement, as amended hereby.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, do hereby agree as follows:

1
<PAGE>

1. PROPERTY.
1.1 Based upon the results of due diligence undertaken to date and
other developments with respect to the Property,

(a) the property commonly known as Biltmore Plaza or Western
Plaza, located at 6001 N. 24th, Phoenix, Arizona, and which is referenced in
Schedule 1.1(a)(i) to the Original Agreement under the Patriot American
Properties as "No. 3" (the "BILTMORE PROPERTY"), is, pursuant to Section 3.4(b)
of the Original Agreement, hereby eliminated from the transaction and deemed a
Partner Property, subject to all of the provisions of the Original Agreement
applicable thereto, including but not limited to Section 3.4(d) of the Original
Agreement, whereby the Biltmore Property may become a Resolved Property and
thereby subject to the Put/Call Provisions;

(b) the property commonly known as Mack Murray Hill, located at
890 Mountain Avenue, New Providence, New Jersey, and which is referenced in
Schedule 1.1(a)(i) to the Original Agreement under the Mack Properties (the
"MURRAY HILL PROPERTY"), is hereby deleted from Schedule 1.1(a)(ii) to the
Original Agreement to reflect that the Murray Hill Property is not subject to a
ground lease; and

(c) (i) unless a ruling is obtained prior to Closing from the
United States Internal Revenue Service (the "IRS") to the effect that Cali's
voting interest in a maintenance association constitutes "real estate assets"
within the meaning of Section 856(c)(6)(B) for purposes of Section 856(c)(5)(A)
of the Internal Revenue Code of 1986, as amended (the "CODE") and the Treasury
regulations promulgated thereunder, and that said voting interest will not be
considered "voting securities" for purposes of Section 856(c)(5)(B) of the Code,
then the property commonly known as Patriot Westage Center, located at 300 South
Lake Drive, Fishkill, New York, and which is referenced in Schedule 1.1(a)(i) to
the Original Agreement under the Patriot American Properties as "No. 23" (the
"FISHKILL PROPERTY") shall be leased to CRLP pursuant to a ninety-nine (99) year
ground lease (the "FISHKILL GROUND LEASE"), in the form annexed hereto as
Exhibit 1.1(c). In the event that a favorable ruling with respect to the
foregoing issues is obtained from the IRS prior to the Closing Date, then this
Section 1.1(c) of this First Amendment shall be void AB INITIO, and of no
further force and effect, and the Fishkill Property shall be contributed to
CRLP, Cali or any of its subsidiaries or affiliates as originally contemplated
by the Original Agreement.

(ii) Section 1.3 of the Original Agreement is hereby amended by
deleting the words "at Closing" at the end of the first paragraph of Section 1.3
and adding in its place the words "or Ground Lease at Closing".

(iii) Section 5.3 of the Original Agreement is hereby amended by
adding the words "or Ground Lease" at the end of the first sentence.

(iv) The Fishkill Ground Lease is not intended, in any way, to
limit, curtail or restrict CRLP's rights under the Agreement. In the event of
any conflict between

2
<PAGE>

the terms and conditions of the Fishkill Ground Lease and the Agreement, the
terms and conditions of the Agreement shall govern.
2. EXCHANGE CONSIDERATION ADJUSTMENT.

2.1 To reflect, among other things, the elimination of the Biltmore
Property and certain increases in value including the additional value
attributable to increased management potential which Cali will be able to
realize upon the acquisition of the Exchange Property, the Exchange
Consideration shall be adjusted as follows, notwithstanding the terms and
provisions of Section 2.6(b) of the Agreement to the contrary:

(a) the total Exchange Consideration shall be one billion one
hundred forty-four million seventy-nine thousand and twelve dollars
($1,144,079,012.00), plus the Warrants, consisting of the following combination:

- --------------------------------------------------------------------------------
TYPE OF CONSIDERATION AMOUNT DETAILS
- --------------------------------------------------------------------------------
Cash: $468,958,000.00
- --------------------------------------------------------------------------------
Common Units: $125,128,012.00 3,972,318 Units
- --------------------------------------------------------------------------------
Series A Preferred Units: $27,132,153.00 27,132 Preferred Units
- --------------------------------------------------------------------------------
Series B Preferred Units: $223,123,847.00 223,124 Preferred Units
- --------------------------------------------------------------------------------
Mortgage Debt Amount: $299,737,000.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Warrants: 2,000,000 Warrants
- --------------------------------------------------------------------------------

3. EARNOUT/CONTINGENT UNITS.

3.1 (a) The property commonly known as Mack Centre IV, located at
South 61 Paramus Road, Paramus, New Jersey, and which is referenced in Schedule
1.1(a)(i) to the Original Agreement under the Mack properties (the "MACK CENTRE
IV PROPERTY"), the property commonly known as Mack Woodbridge II, located at 581
Main Street, Woodbridge, New Jersey, and which is referenced in Schedule
1.1(a)(i) to the Original Agreement under the Mack properties (the "WOODBRIDGE
PROPERTY"), the property commonly known as Mack Plymouth Meeting, located at
1150 Plymouth Meeting Mall, Plymouth Meeting, Pennsylvania, and which is
referenced in Schedule 1.1(a)(i) to the Original Agreement under the Mack
properties (the "PLYMOUTH MEETING PROPERTY"), the Murray Hill Property, the
property commonly known as Patriot Monticello, located at 3100 Monticello,
Dallas, Texas, and which is referenced in Schedule 1.1(a)(i) to the Original
Agreement under the Patriot American properties as "No. 12" (the "MONTICELLO
PROPERTY"), and the property commonly known as the Phelan Building, located at
760 Market Street, San Francisco, California, and which is referenced in
Schedule 1.1(a)(i) to the Original Agreement under the Patriot American
properties as "No. 13" (the "PHELAN PROPERTY") currently have unleased square
footage (the "UNLEASED SPACE") in the respective amounts per Earnout Property
(defined below) shown in Column A on Schedule 3.1(a)

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<PAGE>

annexed hereto. Hereinafter, the Mack Centre IV Property, the Woodbridge
Property, the Plymouth Meeting Property, and the Murray Hill Property shall be
cumulatively referred to as the "MACK EARNOUT PROPERTIES", and the Monticello
Property and Phelan Property shall be cumulatively referred to as the "PATRIOT
EARNOUT PROPERTIES"; cumulatively, the Mack Earnout Properties and the Patriot
Earnout Properties shall hereinafter be referred to as the "EARNOUT PROPERTIES"
or individually as an "EARNOUT PROPERTY". The aggregate assumed annual base
rent (the "ASSUMED UNLEASED RENT") attributed by the parties to the Unleased
Space in each Earnout Property is shown in Column C on Schedule 3.1(a) (annexed
hereto). It shall be the sole responsibility of MACK to lease the Unleased
Space, and if the actual aggregate annual base rent from new leases for the
Unleased Space (the "EARNOUT RENT") entered into prior to Closing is less than
the Assumed Unleased Rent for any particular Earnout Property, then, at Closing,
Cali shall issue to MACK either, or all of the following: (i) contingent Common
Units ("CONTINGENT COMMON UNITS") in place of the Common Units shown in Column D
of Schedule 3.1(a) (annexed hereto), otherwise allocable to the Unleased Space
for each Earnout Property, or (ii) contingent Series A Preferred Units
("CONTINGENT SERIES A PREFERRED UNITS") in place of the Series A Preferred Units
shown in Column G of Schedule 3.1(a) (annexed hereto) otherwise allocable to the
Unleased Space for each Earnout Property, or (iii) Contingent Series B Preferred
Units ("CONTINGENT SERIES B PREFERRED UNITS") in place of the Series B Preferred
Units shown in Column F of Schedule 3.1(a) (annexed hereto) otherwise allocable
to the Unleased Space for each Earnout Property, all in accordance with the
formula set forth on Schedule 3.1(a)-A (hereinafter, the Contingent Common
Units, the Contingent Series A Preferred Units and the Contingent Series B
Preferred Units shall collectively be referred to as the "CONTINGENT UNITS").

(b) For the purposes of this First Amendment, the Earnout Rent
shall be equal to the lesser of the annual base rent for the first year of any
lease for the Unleased Space, or the average annual base rent over the term of
said lease.

(c) (i) Rents from new leases for the Unleased Space within
each Earnout Property shall qualify as Earnout Rent for the purposes of
triggering the redemption of Contingent Units for Common Units and/or Preferred
Units, as applicable, if (i) the new lease satisfies the minimum criteria set
forth on Schedule 3.1(c) annexed hereto, (ii) the tenant has commenced paying
the first month's rent under said new lease, and (iii) the new lease term has
commenced (the "REDEMPTION STANDARD"). The redemption of Contingent Units for
Common Units and/or Preferred Units, as is applicable, shall automatically occur
once the Redemption Standard has been met (the "REDEMPTION DATE"), in such
amounts as earned and on a pro-rata basis amongst all of the Unit Holders and
Preferred Unit Holders holding Contingent Units.

(ii) Subject to the provisions of clause (c)(iii) below, the
Common or Preferred Units issued upon the redemption of Contingent Units
pursuant to this Section 3 shall be entitled to all of the rights attributable
to said units including, without limitation, voting and distribution rights, as
of the Redemption Date. In any given calendar quarter in which Contingent Units
are redeemed for Common Units or Preferred Units, as applicable, such Common
Units and Preferred Units shall receive distributions on a pro-rata basis based
upon the number of days contained in said calendar quarter between the
Redemption Date (including the Redemption Date) and the subsequent Partnership
Record Date.

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<PAGE>

(iii) The Contingent Units shall be subject to the same
restrictions, set forth in the Original Agreement, as the Common Units and/or
Preferred Units into which they are redeemable, and notwithstanding that the
Contingent Units shall not be redeemed until after Closing, for purposes of
calculation of the Holding Period only, the Holding Period for the Common Units
and/or Preferred Units received pursuant to the redemption of the Contingent
Units shall be deemed to commence on the Closing Date.

3.2 (a) For the period commencing immediately after the Closing and
ending two (2) years after the Closing (the "INITIAL REDEMPTION PERIOD"), the
Contingent Units allocated to any particular Earnout Property shall be
redeemable for Common Units and/or Preferred Units, as applicable, in accordance
with this Section 3 and the formula set forth on Schedule 3.2(a) (annexed
hereto).

(b) If new leases for the balance of the Unleased Space are not
entered into on or before the last day of the Initial Redemption Period, Cali,
at its option, shall either (i) extend (the "EXTENSION OPTION") the Initial
Redemption Period for an additional two (2) years (the "EXTENDED REDEMPTION
PERIOD"), or (ii) unless the parties otherwise agree on the value for the
Unleased Space, cause the Unleased Space to be appraised and issue Common Units
and/or Preferred Units, as applicable, in redemption of Contingent Units based
upon the appraised value of the balance of the Unleased Space ("APPRAISED
VALUE") in accordance with the formula set forth on Schedule 3.2(b) (annexed
hereto).

(c) The appraisal shall be conducted, and the Appraised Value
agreed upon, in accordance with the arbitration procedures set forth in Schedule
3.2(c) (annexed hereto).

(d) In the event that Cali elects its Extension Option and there
is Unleased Space remaining at the end of the Extended Redemption Period, Cali
shall redeem Contingent Units and grant MACK Common Units and/or Preferred
Units, as applicable, at the end of the Extended Redemption Period in accordance
with Sections 3.2(b)(ii) and 3.2(c) of this First Amendment.

3.3 The Contingent Units, if any, issued at Closing shall be
represented by certificates duly issued by CRLP, but shall not be entitled to
any economic, voting or other rights under the OP Agreement unless and until
they are redeemed for Common Units and/or Preferred Units, as applicable,
pursuant to the terms and conditions of this First Amendment.

3.4 Notwithstanding the foregoing formulas, Earnout Rent shall be
determined separately for the Mack Earnout Properties and the Patriot Earnout
Properties (each such group of properties being hereinafter referred to as a
"PORTFOLIO"), and over-achievement in one Earnout Property within a Portfolio
may be used to counter-balance under-achievement in another Earnout Property
within that particular Portfolio. Over-achievement within one Portfolio will
not counterbalance under-achievement in the other Portfolio.

5
<PAGE>

3.5 Under no circumstances shall MACK ever have the ability to redeem
Contingent Units for more than the maximum number of Common Units set forth in
Column D of Schedule 3.1(a) (annexed hereto) and/or Preferred Units set forth in
Column F or G of Schedule 3.1(a) (annexed hereto), on a Portfolio-by-Portfolio
basis.

3.6 With respect to the Patriot Earnout Properties, the Earnout Rent
will first be applied to the redemption of the Contingent Preferred Units (pro
rata between the Contingent Series A Preferred and the Contingent Series B
Preferred), and then, after all of the Contingent Preferred Units have been
redeemed, to the redemption of the Contingent Common Units.

4. AMENDMENTS TO SCHEDULES.

4.1 The following Schedules (the "AMENDED SCHEDULES") to the Original
Agreement are hereby amended as set forth in Schedule 4.1 (annexed hereto) to
reflect the adjustments which are required in order to conform said Schedules to
the matters agreed upon in this First Amendment:

AMENDED SCHEDULES CONTENT OF SCHEDULE
----------------- -------------------

Schedule 2.1 Allocated Property Values
Schedule 7.1(m) Threshold Amount
Schedule 5.1(f) Pro Forma Rent Roll
Schedule 26.2(v) Mack Significant Interest Attribution Rules

The Amended Schedules annexed hereto as Schedule 4.1 hereby
replace and supersede the Schedules bearing those numbers annexed to the
Original Agreement, which are hereby deemed null and void.

4.2 The parties acknowledge that the Threshold Amount, as set forth
in the amended Schedule 7.1(m) (which is annexed hereto as part of Schedule
4.1), has been met.

5. CONTINGENT LIABILITIES.

5.1 The Mack Contributors acknowledge that they are, and shall remain
after Closing, responsible for all obligations related to, arising out of or
resulting from that certain agreement as amended (the "TRIWEST AGREEMENT")
between TriWest Associates, L.P. ("TRIWEST"), William L. Mack, Saundra Mann,
John H. Daniels and Paul A. Nussbaum (collectively, with TriWest, the "TRIWEST
GROUP") and Western Pacific Associates, L.P. ("WPA") dated December 3, 1992 with
respect to the property commonly known as TriWest Plaza, located at 3030 LBJ
Freeway, Dallas, Texas, and which is referenced in Schedule 1.1(a)(i) to the
Original Agreement under the Patriot American Properties as "No. 22" (the
"TRIWEST PROPERTY"), and recorded at Book 92253, page 9493 (the "TRIWEST
RECORDING") in the Dallas

6
<PAGE>

County Clerk's Office on December 31, 1992, as amended and restated by that
certain Amended and Restated Agreement by and among the TriWest Group, WPA and
Western Pacific Consulting, Inc. ("WPC"), as assignee of a part of the interest
of WPA, and TriWest Land Investors (the "TRIWEST INVESTORS", and together with
the TriWest Group, WPA and WPC, hereinafter being collectively referred to as
the "TRIWEST PARTIES") dated March 18, 1994, as amended by that certain First
Amendment to Amended and Restated Agreement by and among the TriWest Parties
dated July 31, 1995 and that certain Second Amendment to Amended and Restated
Agreement by and among the TriWest Parties dated December 22, 1995.

5.2 If the TriWest Recording has not been released of record as of
the Closing, the parties hereby agree that the TriWest Recording shall
thereafter be released by the earlier to occur of (i) sixty (60) days after
written notice delivered to the Mack Contributors of CRLP's reasonable
determination that the TriWest Recording is materially adversely impacting
Cali's efforts to obtain an unsecured debt rating, or CRLP's ability to finance
either the TriWest Property or any other property or group of properties which
CRLP, Cali or any of its subsidiaries or affiliates shall have an interest in,
or (ii) December 31, 2001, (the "RELEASE DATE").

5.3 In the event that the TriWest Recording shall not be released by
the Release Date, then MACK hereby authorizes CRLP to (i) satisfy and obtain the
release of the TriWest Recording at the Mack Contributors' sole cost and expense
(including but not limited to CRLP's reasonable attorney's fees and expenses),
plus the maximum permissible interest rate applicable on the Release Date,
effective from the Release Date and payable through the date of reimbursement to
CRLP or Cali, and (ii) pursue all of CRLP's rights and remedies which may be
available in both law and equity. The remedies afforded CRLP in this Section
5.3 are cumulative, and CRLP's pursuit of either (i) or (ii) above shall in no
way preclude CRLP's pursuit of the other. The Mack Contributors' obligations
with respect to this Section 5 shall not be subject to the one (1) year survival
period in Section 5.3 of the Agreement, the liability "floor" of $1.5 million or
the liability "ceiling" of $50 million in Section 5.3 of the Agreement.

6. PREFERRED UNITS.

6.1 The Certificate of Designation of Series A Preferred Units and
Certificate of Designation of Series B Preferred Units, annexed to the Original
Agreement as Exhibits 2.4(a)(i) and 2.4(a)(ii), respectively, are hereby amended
(the "AMENDED CERTIFICATES") in the form annexed hereto in Schedule 6.1 to
reflect, among other things, that the calculation of the number of issued and
outstanding shares of Common Stock and Common Units used in determining Cali's
ability to issue Qualifying Preferred Units (as defined in each respective
Certificate of Designation) without the consent of holders of the Preferred
Units includes the aggregate value of the liquidation preference of any
non-convertible preferred stock then outstanding.

6.2 MACK, at its option, may cause Cali to issue at Closing to MACK
or its affiliates, an amount of Preferred Units which would otherwise be
designated as Series A Preferred Units as Series B Preferred Units.

7
<PAGE>

6.3 The Amended Certificates annexed hereto as Schedule 6.1 hereby
replace and supersede Exhibits 2.4(a)(i) and 2.4(a)(ii) annexed to the Original
Agreement, which are hereby deemed null and void.

7. FORM OF ASSIGNMENT OF CONTRIBUTED INTEREST.

7.1 Exhibit 10.2(b)(i) to the Original Agreement, form of Assignment
of Contributed Interest, is hereby deleted in its entirety, and hereby replaced
by a new Exhibit 10.2(b)(i) annexed hereto as Schedule 7.1.

8. AMENDMENT TO OP AGREEMENT.

8.1 The parties hereto hereby agree to execute and deliver, as of
Closing, the Second Amended and Restated Agreement of Limited Partnership of
Mack-Cali Realty, L.P. in the form annexed hereto as Schedule 8.1.

9. MACK INDEMNITY.

9.1 The MK Contributors hereby agree to indemnify CRLP and Cali for
certain obligations and liabilities more particularly set forth in the
Indemnification Agreement (the "MACK INDEMNITY") annexed hereto as Schedule 9.1,
which shall be executed as of Closing.

10. CALI INDEMNITY.

10.1 CRLP and Cali hereby agree to indemnify the MK Contributors for
certain obligations and liabilities more particularly set forth in the Indemnity
Agreement (the "CALI INDEMNITY") annexed hereto as Schedule 10.1, which shall be
executed as of Closing.

11. RESTRICTIONS ON THE SALE OF PROPERTY.

11.1 Section 27.1 of the Original Agreement is hereby amended by
deleting the word "or" immediately preceding "(iv)" in the first sentence of
Section 27.1 and by adding the following at the end of the first sentence of
Section 27.1 the following:

"or (v) in connection with a sale or disposition of any Exchange Property which
is subject to an option to purchase by a Tenant pursuant to a Lease."

12. REPRESENTATIONS AND WARRANTIES OF MACK.

12.1 Section 5.1 of the Original Agreement is hereby amended by adding
the following:

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<PAGE>

"(hh) MACK hereby represents and warrants that it has entered into an
unconditional binding agreement to acquire one-hundred percent (100%) of
the third-party partnership interest of Nancy Creek, Inc., UBSCO
Corporation, Carborundum J.V., and Portfolio U. Holdings Corporation (the
"FL PARTNERS") with respect to the Exchange Properties known as Mack Centre
I, Mack Centre II, Mack Willowbrook and Mack Saddle River. The FL
Partners' partnership interest shall be acquired by MACK at Closing and
simultaneously contributed by MACK to CRLP by Assignment of Contributed
Interest."

12.2 Section 5.1(y)(i) of the Original Agreement is hereby amended by
substituting for the word "property" the words "Real Property".

13. CONDITIONS TO CLOSING.

13.1 Section 12.1 of the Original Agreement is hereby amended by
adding the following:

"(k) CRLP and Cali shall have executed and delivered to MACK the Cali
Indemnity."

13.2 Section 12.1 of the Original Agreement is hereby amended by
adding the following:

"(l) MACK shall have executed and delivered to CRLP and Cali the Mack
Indemnity."

13.3 Section 12.1 of the Original Agreement is hereby amended by
adding the following:

"(m) MACK shall have delivered to CRLP an unconditional commitment letter
(provided, however, the commitment letter may contain the condition that
the definitive documents evidencing the NY Life Restructuring (defined
below) are to be mutually agreed upon by New York Life, the MK Contributors
and Mack-Cali Realty, L.P.) executed by New York Life with regard to the
restructuring (the "NY LIFE RESTRUCTURING") of the mortgages held by New
York Life (the "NEW YORK LIFE MORTGAGES") on the Exchange Properties
commonly known as Mack Bridgewater I and Mack Woodbridge II (shown as No.'s
11 and 12 on the Debt Schedule). The parties hereto hereby agree that the
executed term sheets annexed hereto as Schedule 13.3

9
<PAGE>

(the "NYL Term Sheets) fully satisfy the requirements of this Section
13.3."

14. CLOSING.

14.1 Section 10.2(c) of the Original Agreement is hereby amended by
revising clauses (xvii) and (xxi) to be read as follows:

"(xvii) Letter of direction regarding the issuance of the Mack Securities
to the Mack Contributors from MACK.", and

"(xxi) Opinions of counsel from Battle Fowler, LLP, Dollinger and
Dollinger, P.C., and Akin, Gump, Strauss, Hauer & Feld, L.L.P. in forms to
be mutually agreed upon by the parties."

15. CORPORATE NAME CHANGE; CHANGE IN MANAGEMENT; OTHER ARRANGEMENTS; TRANSFER
SECURITIES; NUMBER OF COMMON UNITS.

15.1 The fourth and fifth sentences of Section 26.2(i) of the Original
Agreement are hereby deleted in their entirety and replaced by the following:

"If any Mack Board Member shall withdraw for any reason, William Mack
or if William Mack is not a Board Member, Earle Mack, or if Earle Mack
is not a Board Member, Mitchell Hersh (or their respective successors)
shall have the right to designate such withdrawing director's
replacement on behalf of the Mack Group. William Mack or, if William
Mack is not a Board Member, Earle Mack, or if Earle Mack is not a
Board member, Mitchell Hersh (or their respective successors), shall
have the right to renominate such three (3) members of the Board or
replacements selected on behalf of the Mack Group for re-election to
the Board when their terms expire so long as Mack's Significant
Interest (as defined below) is maintained by the Mack Group."

15.2 The sixth, seventh and eight sentences of Section 26.2(i) of the
Original Agreement are hereby deleted in their entirety and replaced by the
following:

"Three (3) such members of the Board shall be designated by Cali,
two(2) of which shall initially be Thomas A. Rizk and John J. Cali
(the "CALI BOARD MEMBERS"), and one of which shall initially be Robert
Weinberg (the "RM BOARD MEMBER"). John J. Cali shall remain Chairman
of the Board. It is understood that if any Cali Board Member shall
withdraw for any reason, the remaining Cali

10
<PAGE>

Board Member (or, his respective successor) shall have the right to
designate such withdrawing director's replacement. If the RM Board
Member shall withdraw for any reason, Robert Weinberg or Martin Berger
(or, their respective successor) shall have the right to designate
such withdrawing director's replacement."

15.3 (a) The first sentence of Section 26.2(vi) of the Original
Agreement is hereby deleted in its entirety and replaced by the following:

"So long as the Mack Group retains Mack's Significant Interest, the
Cali Board Members and the RM Board Member shall support the
renomination of William Mack, Earle Mack and Mitchell Hersh (and any
successor appointed by the Mack Board Members) for successive
three-year terms upon the expiration of each three-year term."

(b) The parties hereto hereby agree that if either John J. Cali,
Thomas A. Rizk or Robert Weinberg, or any of them, die, voluntarily resign or
otherwise become unable to serve so long as the Mack Group retains the Mack
Significant Interest, the Mack Board Members (to the extent any remain) shall
support the nomination of the individual selected by the survivors of John J.
Cali, Thomas A. Rizk or Robert Weinberg to fill the vacancy created by such
death, resignation or inability to serve.

15.4 The word "Cali" in the second sentence of Section 26.2(vi) of the
Original Agreement is hereby deleted and replaced with the words "the Cali Board
Members and the RM Board Member".

15.5 Section 18.5(ii) of the Original Agreement is hereby amended to
add the following sentence at the end thereof:

"Any conflict between the terms of Section 13.1 of the OP Agreement
and this Agreement as amended shall be resolved in favor of this
Agreement as this Agreement may be amended."

15.6 After the words "permitted by Section" in the first line of
Section 18.6 of the Agreement, the words "18.4 (ii) and" are hereby added.

15.7 Section 6.1(1)(ii) of the Original Agreement is hereby deleted
and replaced with the following:

"As of the second business day immediately preceding the date hereof
the issued and outstanding Units held by limited partners of

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<PAGE>

CRLP consist of 4,090,170 Common Units and no Preferred Units."

16. ENVIRONMENTAL REMEDIATION AGREEMENT.

16.1 Pursuant to the terms and conditions of Section 28 of the
Original Agreement, CRLP and MACK have agreed, as a result of certain
environmental conditions that have been discovered at certain Real Property,
which are not material adverse environmental conditions (as such term is
described in Section 3.4(a) of the Original Agreement), to correct,
investigate, remediate and/or clean up said environmental conditions in
accordance with the terms, conditions and provisions of that certain agreement
by and among MACK, the MK Contributors, CRLP and Cali which is annexed hereto as
Schedule 16.1, and which is hereby deemed binding and effective upon MACK, the
MK Contributors, CRLP and Cali by the signing of this First Amendment.

17. MORTGAGES.

17.1 In accordance with Section 2.2 of the Original Agreement, the
parties hereto have agreed on which Mortgages CRLP shall be taking title subject
to (the "ASSUMED MORTGAGES"). The Assumed Mortgages, and their applicable
terms, are more specifically set forth in Schedule 17.1, annexed hereto (the
"DEBT SCHEDULE").

17.2 In order to induce CRLP and Cali to take title subject to the
Assumed Mortgage, MACK hereby warrants and represents that the Debt Schedule is
true, complete and correct in all material respects. Notwithstanding the
foregoing, to the extent that a Mortgagee shall certify in its estoppel
certificate as to any matters which are contained in the Debt Schedule, then
MACK's representation and warranty made in this Section 17.2 as to such matters
shall terminate.

18. METHOD OF CONTRIBUTION OF PROPERTY.

18.1 Section 1.3 of the Original Agreement is hereby amended to
designate said section as subsection "(a)" and adding a new subsection "(b)" as
follows:

"(b) In the event MACK desires to effectuate the Agreement by having
the Mack Entities contribute their Property to CRLP, then to the
extent such transfer is effectuated as provided for in Section 1.3(a),
such transfers shall be treated for all purposes as a contribution by
the Mack Entities of their respective Property and a distribution by
the Mack Entity of the Exchange Consideration it receives, from CRLP,
to its respective partners or members."

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<PAGE>

19. ESTOPPELS.

19.1 The Patriot Contributors hereby acknowledge that certain Estoppel
Certificates relating to the Patriot Entities required to be delivered to CRLP
and Cali at Closing pursuant to Section 9 of the Original Agreement contain
errors with regard to Tenants' options to acquire all or any portion of the
Property.

19.2 The Patriot Contributors hereby represent and warrant that except
as set forth in Schedule 5.1 to the Original Agreement, no Tenant, including but
not limited to Tetco, Inc., a tenant in the Exchange Property commonly referred
to as Tetco Towers, has any option to acquire all or any portion of the
Property.

19.3 The second sentence of Section 5.3 of the Original Agreement
shall not apply to Section 19.2 of this First Amendment unless and until the
Patriot Contributors deliver to Cali or CRLP a revised Estoppel Certificate
which corrects the errors referred to in Section 19.1 of this First Amendment.

20. POST-CLOSING ITEMS.

20.1 (a) The MK Contributors hereby covenant and agree that no later
than thirty (30) days after Closing, the second Mortgages held by The Mitsubishi
Trust and Banking Corporation ("Mitsubishi") relating to the Exchange Properties
commonly known as Kemble Plaza I and Kemble Plaza II (shown as No.'s 22 and 23
on the Debt Schedule) shall be completely released, and, as a result, that with
regard to the first Mortgages on said properties, that the applicable letters of
credit are extinguished, and the escrow requirements are removed.

(b) The MK Contributors hereby covenant and agree that no later
than thirty (30) days after Closing the MK Contributors, at their sole cost and
expense, shall obtain from Mitsubishi executed and acknowledged certificates of
mortgage reduction, and file said certificates in the applicable recording
offices against the Exchange Properties commonly known as Kemble Plaza I and
Kemble Plaza II, to reflect the payments in the approximate amounts of: (i)
twenty million four-hundred and five thousand dollors ($20,405,000.00) applied
towards the Kemble I Mortgage, and (ii) twenty-four million fifty-thousand
dollars ($24,050,000.00) applied towards the Kemble II Mortgage, which payments
were made at Closing in partial satisfaction of the first Mortgages (shown as
No.'s 22 and 23 on the Debt Schedule) held by Mitsubishi on said Exchange
Properties.

20.2 The parties hereto hereby agree, that (i) Mack-Cali shall be
responsible for satisfying that portion of the NY Life Restructuring
attributable to the "Proposed Reduction", as that term is used in the NYL Term
Sheets, in the amount of eight million five-hundred and eight thousand
two-hundred and eighty-seven dollars ($8,508,287.00), and nothing else, and (ii)
the MK Contributors shall be responsible for satisfying all of the other terms
and conditions of the NY Life Restructuring contained in the NYL Term Sheets,
including, but not limited to, satisfying all pre-payment penalties, interest
rate buy-down fees and legal fees. The parties hereto hereby agree and
acknowledge that any rebate, credit, deduction, offset or similar

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<PAGE>

consideration paid or given to the borrower under the NY Life Mortgages as a
result of the retroactive interest rate deduction shall accrue entirely to the
benefit of Mack-Cali.

20.3 With respect to the property commonly known as Mack Glendale or
Honeywell, located at 5551 West Talavi Blvd., Glendale, AZ, and which is
referenced in Schedule 1.1(a)(i) to the Original Agreement under the Mack
Properties ("HONEYWELL"), the parties hereto hereby acknowledge (i) Mack
Glendale Limited Partnership, the fee owner of Honeywell, has recently acquired
fee ownership of an adjacent parcel, described in the preliminary Ticor Title
Insurance Company title report annexed hereto as EXHIBIT 20.3-A (the "PARKING
PARCEL TITLE POLICY") order number 159717819/PL/VS/md as Lot 4, TALAVI,
according to Book 331 of Maps, Page 44, records of Maricopa County, Arizona,
which is to be used as a parking lot (the "PARKING PARCEL"), and (ii) that CRLP
and Cali have neither inspected nor otherwise investigated the environmental
condition or state of title on the Parking Parcel. Notwithstanding (ii) above,
CRLP shall take fee ownership of the Parking Parcel at Closing in conjunction
with the assignment of partnership interest of Mack Glendale Limited Partnership
to CRLP, provided the MK Contributors shall indemnify and hold CRLP and Cali
harmless from any and all cost and expenses (including, but not limited to,
reasonable attorneys' fees and disbursements) in the event that (A) any material
adverse environmental condition is found to exist on the Parking Parcel other
than as shown in the Phase I Environmental Report, written by Dames and Moore,
and dated September 18, 1997, a copy of which is annexed hereto as EXHIBIT
20.3-B, or (B) any defect in title exists which is not reflected in the Parking
Parcel Title Policy. In addition, in the event of (A) or (B) immediately above,
Mack Glendale Limited Partnership, CRLP, or its affiliates, successors and
assigns, shall have the right, at its sole discretion, to convey by deed
transfer to the MK Contributors or their designee, the Parking Parcel, and the
MK Contributors hereby agree to accept such transfer (and pay all costs and
expenses associated therewith, including, but not limited to, all transfer taxes
and recording fees) and thereafter lease back the Parking Parcel to Mack
Glendale Limited Partnership, CRLP, or its affiliates, successors and assigns,
at a rate of ten dollars per ($10.00) year.

20.4 The MK Contributors, CRLP and Cali hereby agree that in the event
of any dispute or discrepancies as to the post-Closing items set forth in this
First Amendment shall be submitted for arbitration in accordance with the
provisions set forth in Schedule 3.2(c) annexed hereto.

20.5 The parties hereto hereby agree to proceed in good faith after
Closing to rectify and correct any errors or mistakes with regard to the
adjustments made at Closing pursuant to Section 11 of the Original Agreement,
including, without limitation, the cost of all tenant improvement obligations
and leasing commissions, any receivables and payables, Additional Rents and
Taxes.

21. TENANT IMPROVEMENT, RESTORATION AND OTHER OBLIGATIONS.

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<PAGE>

21.1 (a) Schedules 5.1(m-l) and (m-2) to the Original Agreement are
hereby deleted in their entirety, and replaced with new versions of Schedules
5.1(m-1) and (m-2) annexed hereto as SCHEDULE 20.1-A. In addition, a new
Schedule 5.1(m-3) is hereby added to the Original Agreement, annexed hereto
as Schedule 20.1-B.

(b) Section 11.6 of the Original Agreement is hereby deleted in
its entirety, and replaced with the following:

"At the Closing, CRLP shall be credited with those unpaid leasing
commissions, tenant improvement obligations and other capital
expenditures related to Exchange Property and deemed "Total Patriot
Responsibility" on Schedule 5.1(m-1) annexed hereto, in the amount of
$1,295,059.67 (the "PATRIOT IMPROVEMENT OBLIGATIONS COST"), and which
are the obligations of MACK. Those unpaid leasing commissions, tenant
improvement obligations and other capital expenditures related to
Exchange Property and deemed "Total Mack Responsibility" on Schedule
5.1(m-1), in the amount of $5,713,234.62 (the "MACK IMPROVEMENT
OBLIGATIONS COST"), and which are the obligations of MACK shall be
assumed by CRLP subject to the terms and conditions of Section 13 of
this Agreement."

"CRLP shall receive a credit at Closing pursuant to Section 11.6
of this Agreement for the Patriot Improvement Obligations Cost, and
the performance and/or satisfaction of the leasing commissions,
tenant improvement obligations, capital expenditures and other
costs related to the Patriot Improvement Obligations Cost shall be
the post-closing obligation of Mack-Cali. CRLP shall not receive a
credit at Closing for the Mack Improvement Obligations Cost,
nonetheless, except as set forth herein, the performance and/or
satisfaction of the leasing commissions, tenant improvement
obligations, capital expenditures and other costs related to the
Mack Improvement Obligations Cost shall be the post-closing
obligation of Mack-Cali; provided, however, that in consideration
for CRLP agreeing to forgo a credit at Closing for the Mack
Improvement Obligations Cost, the MK Contributors hereby agree to (i)
pay directly $2,153,538.97 of such Mack Improvement Obligations
Cost as set forth on Schedule 5.1(m-3) on or before March 15, 1998,
and (ii) repay to CRLP after Closing, the remaining $3,559,695.65
of such Mack Improvement Obligations Cost, in thirty-six (36) equal
monthly installments (due and payable on the first day of each
month, commencing January 1, 1998), and which shall bear interest
at a rate of seven percent (7%) per annum on the remaining balance.
Notwithstanding the foregoing, in no event shall CRLP be obligated
to expend, at any given time, in order to satisfy the Mack
Improvement Obligations Cost, more than the MK

15
<PAGE>

Contributors have, up to that time, re-paid to CRLP, excluding
interest. In the event CRLP expends more than the MK Contributors
have re-paid, at any given time, then the MK Contributors shall, upon
ten (10) days' notice remit to CRLP that amount (not to exceed the
unpaid balance of the Mack Improvement Obligations Cost) which CRLP
has paid in excess of the amount received from the MK Contributors and
the amount of each monthly payment to be made thereafter pursuant to
this Section 21(c) shall be re-calculated in accordance with the
formula set forth on SCHEDULE 21.1(C)."

21.2 MACK and the MK Contributors hereby acknowledge and agree that
they are responsible for completing the restoration and subsequent build-out of
the Phelan Property, in the amounts of (i) five million dollars ($5,000,000.00)
for the restoration, and (ii) two million five-hundred thousand dollars
($2,500,000.00) for the subsequent build-outs. MACK and the MK Contributors
hereby agree that it shall promptly complete said restoration and build-outs in
a manner conforming to other Class A office buildings in San Francisco,
California and otherwise acceptable to Mack-Cali.

22. MISCELLANEOUS.

22.1 This First Amendment constitutes the entire agreement between the
parties and incorporates and supersedes all prior negotiations and discussions
between the parties, and, except as modified herein, the Original Agreement
shall remain in full force and effect. This First Amendment shall be binding
upon and inure solely to the benefit of each party hereto and their successors
and assigns, and nothing in the First Amendment express or implied, is intended
to confer upon any other person any rights or remedies of any nature whatsoever
under or by reason of this First Amendment.

22.2 This First Amendment cannot be amended, waived or terminated
orally, but only by an agreement in writing signed by the party to be charged.

22.3 This First Amendment shall be interpreted and governed by the
laws of the State of New York and shall be binding upon the parties hereto and
their respective successors and assigns.

22.4 The caption headings in this First Amendment are for convenience
only and are not intended to be part of this First Amendment and shall not be
construed to modify, explain or alter any of the terms, covenants or conditions
herein contained.

22.5 If any term, covenant or condition of this First Amendment is
held to be invalid, illegal or unenforceable in any respect, this First
Amendment shall be construed without such provision.

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<PAGE>

22.6 This First Amendment shall not be effective or binding until such
time as it has been executed and delivered by all parties hereto. This First
Amendment may be executed by the parties hereto in counterparts, all of which
together shall constitute a single agreement.

22.7 All of the Schedules and Exhibits annexed hereto are, by this
reference, incorporated herein.

22.8 Whenever used herein, the singular number shall include the
plural, the plural shall include the singular, and the use of any gender shall
be applicable to all genders.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
Exhibit 10.100

___________________________________________

CERTIFICATE OF DESIGNATION

SERIES A PREFERRED

OPERATING PARTNERSHIP UNITS

LIMITED PARTNERSHIP INTEREST

MACK-CALI REALTY, L.P.
____________________________________________

Series A Preferred Units

A series of 27,132 operating partnership units of Preferred Limited
Partnership Interests, par value $0.001 per unit, of Mack-Cali Realty, L.P. (the
"Company") shall be created and be designated "Series A Preferred Units" having
the following rights and preferences:

DESIGNATION OF SERIES A PREFERRED UNITS. The rights, preferences,
powers, privileges and restrictions, qualifications and limitations granted to
or imposed upon the Series A Preferred Units (referred to hereinafter sometimes
as the "Designations") shall be as set forth below. The Company may issue the
Series B Preferred Units pursuant to the Certificate of Designation of even date
herewith ("Series B Preferred Units") and, subject to the limitations set forth
below, other additional series of Preferred Units whose rights, preferences,
powers, privileges and restrictions, qualifications and limitations regarding
Distributions (as hereinafter defined) and/or liquidation that are either
subordinate to, or pari passu with, the Designations of the Series A Preferred
Units; Capitalized terms used and not otherwise defined herein shall have the
meanings set forth in the Company Partnership Agreement, dated as of August 31,
1994, as amended as of January 16, 1997 and December 11, 1997 (the "Partnership
Agreement"). The Partnership Agreement is on file at the principal place of
business of the Company and copies will be made available on request and without
cost to any unit holder of the Company so requesting.

1. Stated Value. The stated value of the Series A Preferred
Units shall be one thousand dollars ($1,000.00) per unit (the "Stated Value").

2. Distributions.

<PAGE>

(a) Subject to Section 2(b) below, commencing from the date of
initial issuance of units of Series A Preferred Units (the "Date of
Issuance"), distributions (the "Distributions") on each unit of Series A
Preferred Units shall be payable in arrears quarterly, in an amount equal to
the greater of: (i) $16.875 or (ii) the quarterly distribution attributable
to a unit of Series A Preferred Units if such unit had been converted into
Common Units (as hereinafter defined), pursuant to Section 4 hereof;
provided, however, that the Distribution to be made on Series A Preferred
Units on the Distribution Payment Date (as defined below) immediately
following the Date of Issuance shall be made on a pro rata basis based upon
the number of days during that calendar quarter preceding that initial
Distribution Payment Date that Series A Preferred Units were held by any
holder. The Distributions shall be declared and payable whenever
distributions on the Common Units are declared and paid but no less
frequently than approximately once every three months (a "Distribution
Payment Date"). If on any Distribution Payment Date the Company shall not be
lawfully permitted under Delaware law to pay all or a portion of any such
declared Distributions, the Company shall take such action as may be lawfully
permitted in order to enable the Company to the extent permitted by Delaware
law, lawfully to pay such Distributions. Distributions shall be cumulative
from the Date of Issuance, whether or not in any Distribution period such
Distribution shall be declared or there shall be funds of the Company legally
available for payment of such Distributions. No Distributions shall be
declared or paid on any class of Common Units or any other class or series of
Preferred Units, other than Distributions declared and paid on the Series B
Preferred Units and, subject to the limitations set forth in Section
6(b)(ii), such series of Preferred Units which, by the terms of such series
Certificate of Designation, have rights, preferences, powers, privileges and
restrictions, qualifications and limitations that are pari passu with the
Series A Preferred Units (such Preferred Units hereinafter referred to as
"Qualifying Preferred Units"), until all Distributions, if any, due and
legally payable on the Series A Preferred Units have been paid to the holders
of such units. The record date for the payment of Distributions on the
Series A Preferred Units shall be the day immediately prior to each such
Distribution Payment Date.

(b) For purposes of this Certificate of Designation "Business Day"
shall mean any day, excluding Saturday, Sunday and any other day on which
commercial banks in New York are authorized or required by law to close.

3. Liquidation. The Series A Preferred Units shall be preferred
as to assets over any class of Common Units or other class of preferred units
of the Company, other than Qualifying Preferred Units, such that in the event
of the voluntary or involuntary liquidation, dissolution or winding up of the
Company, the holders of the Series A Preferred Units shall be entitled to
have set apart for them, or to be paid out of the assets of the Company,
before any distribution is made to or set apart for the holders of the Common
Units or other series of preferred units or any other capital interest
heretofore or hereafter issued, other than Qualifying Preferred Units, an
amount in cash equal to the Stated Value per unit plus any "Accrued
Distributions" (as defined below) as of such date of payment. "Accrued
Distributions" shall mean, as of any date of determination, an amount equal
to the amount of Distributions, determined at the rate fixed for the payment
of distributions on the Series A Preferred Units on such date as provided in
Section 2 hereof which would be paid on the Series A Preferred Units for the
period of time elapsed from the most recent

2
<PAGE>

actual Distribution Payment Date to the date of determination; provided,
however, Accrued Distributions shall not include any amounts applicable to
any time period from the last regular Distribution Payment Date to the date
of determination unless the date of determination is a Distribution Payment
Date. If the assets or surplus funds to be distributed to the holders of the
Series A Preferred Units are insufficient to permit the payment to such
holders of their full preferential amount, the assets and surplus funds
legally available for distribution shall be distributed ratably among the
holders of the Series A Preferred Units in proportion to the full
preferential amount each such holder is otherwise entitled to receive.

4. Conversion of Series A Preferred Units.

The holders of Series A Preferred Units shall have the
following conversion rights:

(i) Optional Right to Convert. Each share of Series A
Preferred Units shall be convertible, at any time (with such date being
referred to as the "Conversion Date") and at the Conversion Price set forth
below, into fully paid and nonassessable of common units of limited partner
interests of the Company ("Common Units"), at the option of the holder as set
forth below ("Optional Conversion").

(ii) Mechanics of Conversion. Each holder of Series A
Preferred Units who desires to convert the same into shares of Common Units
shall provide notice to the Company in the form of the Notice of Conversion
attached to this Certificate of Designation agreement pursuant to which the
Series A Preferred Units were issued (a "Conversion Notice") via telecopy,
hand delivery or other mail or messenger service. The original Conversion
Notice and the certificate or certificates representing the Series A
Preferred Units for which conversion is elected, shall be delivered to the
Company by nationally recognized courier, duly endorsed. The date upon which
a Conversion Notice is initially received by the Company shall be a "Notice
Date."

The Company shall use all reasonable efforts to issue and deliver
within three (3) Business Days after the Notice Date, to such holder of
Series A Preferred Units at the address of the holder on the books of the
Company, (i) a certificate or certificates for the number of Common Units to
which the holder shall be entitled as set forth herein, and (ii) if the
Series A Preferred Units represented by this certificate have been converted
only in part, a new certificate evidencing the Series A Preferred Units not
subject to the conversion; provided that the original certificates
representing the Series A Preferred Units to be converted are received by the
transfer agent or the Company within three Business Days after the Notice
Date and the person or persons entitled to receive the Common Units issuable
upon such conversion shall be treated for all purposes as the record holder
or holders of such shares of Common Units on such date such original
certificates are received. If the original certificates representing the
Series A Preferred Units to be converted are not received by the transfer
agent or the Company within three Business Days after the Notice Date, the
Conversion Notice shall become null and void.

3
<PAGE>

(iii) Conversion Price. Each unit of Series A
Preferred Units shall be convertible into a number of Common Units or
fraction of Common Units obtained pursuant to the following formula (the
"Conversion Formula"):

Redemption Price
----------------
Conversion Price

where:

Redemption for each unit of Series A Preferred Units
Price = for which conversion is being elected, such
unit's Stated Value, plus any Accrued
Distributions;

Conversion
Price = $34.65

(iv) Mandatory Conversion. At any time following the
seven year six month anniversary of the date hereof (the "Mandatory
Conversion Period"), the Company may cause the conversion (a "Mandatory
Conversion") of the Series A Preferred Units outstanding during the Mandatory
Conversion Period into Common Units pursuant to the Conversion Formula, as
set forth above; provided, however, that no such Mandatory Conversion may
occur unless for any twenty (20) trading day period, within the thirty (30)
consecutive trading day period immediately preceding the Mandatory Conversion
Date (as hereinafter defined), the closing price of Common Stock (as
hereinafter defined), as reported daily in the Wall Street Journal, equals or
exceeds $34.65 (subject to adjustment pursuant to Subsection (vii) below) for
each such day; provided, further, that no Mandatory Conversion may be
effective with a Mandatory Conversion Date during the time between the record
date for Distributions and the Distribution Payment Date for such record date.

To effect a Mandatory Conversion, the Company shall issue to each
holder of record a notice stating that the Company is effecting a Mandatory
Conversion with regard to the Series A Preferred Units. Such notice shall
contain a statement indicating the number of units of Series A Preferred
Units subject to the Mandatory Conversion, and if less than all outstanding
Series A Preferred Units are being so converted, the percentage of units of
Series A Preferred Units held by each holder subject to the Mandatory
Conversion. Unless otherwise agreed to by the holders of Series A Preferred
Units and the Company, any such Mandatory Conversion shall be exercised by
the Company on a pro rata basis among all holders of Series A Preferred Units
and all holders of Series B Preferred Units. On the Mandatory Conversion
Date, the certificates representing each of the Series A Preferred Units
outstanding shall automatically, with no further action required by any
holder or the Company, represent the number of Common Units of such holder,
and such Series A Preferred Units remaining if less than all outstanding
units of Series A Preferred Units were so converted, for which each Series A
Preferred Unit was converted in accordance with this Section 4(iv). As
promptly as practicable after the Mandatory Conversion Date, the Company
shall issue and shall deliver to the holders of Series A Preferred Units
subject to the Mandatory Conversion (i) a certificate representing the number
of Common Units to which

4
<PAGE>

the Series A Preferred Units were converted in accordance with the provisions
of this Section 4(v) and (ii) if less than all outstanding Series A Preferred
Units were so converted, upon submission to the Company of the certificate or
certificates representing the Series A Preferred Units held by such holder
immediately prior to the Mandatory Conversion, a new certificate evidencing
the Series A Preferred Units held by such holder immediately following the
Mandatory Conversion (until such time as such certificate or certificates are
submitted to the Company, the certificate or certificates representing the
Series A Preferred Units held by a holder immediately prior to the Mandatory
Conversion shall be deemed to represent the number of Series A Preferred
Units held by such holder immediately following the Mandatory Conversion).
Such conversion shall be deemed to have been effected on the opening of
business on the date the notice was sent by the Company to the holders of
record of Series A Preferred Units (the "Mandatory Conversion Date"), and at
such time the rights of the holder as holder of the converted Series A
Preferred Units shall cease and the person or persons in whose name or names
any certificate or certificates for Common Units shall be issuable upon such
Mandatory Conversion shall be deemed to have become the holder or holders of
record of the Common Units represented thereby.

(v) Reservation of Common Units Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its
authorized but unissued units of Common Units, solely for the purpose of
effecting the conversion of the Series A Preferred Units, such number of its
units of Common Units as shall from time to time be sufficient to effect the
conversion of all then outstanding Series A Preferred Units; and if at any
time the number of authorized but unissued units of Common Units shall not be
sufficient to effect the conversion of all then outstanding Series A
Preferred Units, the Company will take such action as may be necessary to
increase its authorized but unissued units of Common Units to such number of
units as shall be sufficient for such purpose.

(vi) Adjustment to Conversion Price.

(a) If, prior to the conversion of all shares of Series A
Preferred Units, the number of outstanding units of Common Units is increased
by a unit split or other similar event, the Conversion Price shall be
proportionately reduced, or if the number of outstanding Common Units is
decreased by a combination or reclassification of units, or other similar
event, the Conversion Price shall be proportionately increased.

(b) If prior to the conversion of all shares of Series A
Preferred Units, there shall be any merger, consolidation, exchange of units,
recapitalization, reorganization, or other similar event, as a result of
which Common Units of the Company shall be changed into the same or a
different number of securities of the same or another class or classes of
units or securities of the Company or another entity, then the holders of
Series A Preferred Units shall thereafter have the right to purchase and
receive upon conversion of units of Series A Preferred Units, upon the basis
and upon the terms and conditions specified herein and in lieu of the Common
Units immediately theretofore issuable upon conversion, such units and/or
securities as may be issued or payable with respect to or in exchange for the
number of Common Units immediately theretofore purchasable and receivable
upon the conversion of units

5
<PAGE>

of Series A Preferred Units held by such holders had such merger,
consolidation, exchange of shares, recapitalization or reorganization not
taken place, and in any such case appropriate provisions shall be made with
respect to the rights and interest of the holders of the Series A Preferred
Units to the end that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price and of the number of Common
Units issuable upon conversion of the Series A Preferred Units) shall
thereafter be applicable, as nearly as may be practicable in relation to any
units or securities thereafter deliverable upon the exercise hereof. The
Company shall not effect any transaction described in this subsection unless
the resulting successor or acquiring entity (if not the Company) assumes by
written instrument the obligation to deliver to the holders of the Series A
Preferred Units such units and/or securities as, in accordance with the
foregoing provisions, the holders of the Series A Preferred Units may be
entitled to receive upon conversion thereof.

(c) If any adjustment under this subsection would create
a fractional unit of Common Units or a right to acquire a fractional unit of
Common Units, such fractional units shall be issued.

D. Status of Converted Units. In the event any Series A
Preferred Units shall be converted as contemplated by this Certificate of
Designation, the units so converted shall be canceled, and shall not be
issuable by the Company as Series A Preferred Units.

E. Distributions on Converted Units. All distributions to be
made with respect to Common Units received pursuant to an Optional Conversion
of Series A Preferred Units or a Mandatory Conversion of Series A Preferred
Units shall be determined as if the Common Units were received on the first
Business Day following the date of the last regular distribution made with
respect to the Common Units (i.e. the holders of the Common Units received
upon conversion shall be entitled to the full quarterly distribution with
respect to such Common Units); provided, however, that in the case of a
Mandatory Conversion, if such Mandatory Conversion occurs on a date other
than a Distribution Payment Date, on the Distribution Payment Date
immediately following the Mandatory Conversion, the holder of Common Units
received pursuant to such Mandatory Conversion shall receive a distribution
equal to the greater of (i) the distribution to be received by holders of
Common Units on such date (the "Common Unit Distribution") and (ii) the sum
of (A) the Distribution multiplied by the quotient obtained by dividing (1)
the number of days elapsed between the previous Distribution Payment Date and
the Mandatory Conversion Date by (2) the total number of days elapsed between
the previous Distribution Payment Date and the then current Distribution
Payment Date (the "Total Conversion Period Days") and (B) the Common Unit
Distribution multiplied by the quotient obtained by dividing (1) the number
of days elapsed between the Mandatory Conversion Date and the then current
Distribution Payment Date by (2) the Total Conversion Period Days.

5. No Reissuance. Any shares of Series A Preferred Units
exchanged, redeemed, purchased or otherwise acquired by the Company in any
manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof.

6
<PAGE>

6. Voting Rights. (a) Except as otherwise specifically provided
by the Revised Uniform Limited Partnership Act of the State of Delaware or as
otherwise provided herein, the holders of Series A Preferred Units shall be
entitled to vote on any matters required or permitted to be submitted to the
holders of Common Units for their approval, and such holders of Series A
Preferred Units and holders of Common Units shall vote as a single class with
the holders of Series A Preferred Units having the number of votes to which
they would be entitled if the Series A Preferred Units were converted into
Common Units, in accordance with the Conversion Formula.

(b) The Company shall not, without the affirmative consent of
the holders of at least sixty-six and two-thirds percent (66-2/3%) of then
outstanding units of the Series B Preferred Units (without the need for
consent of the holders of Series A Preferred Units):

(i) increase or decrease (other than by conversion) the
total number of authorized shares of Series A Preferred Units;

(ii) in any manner authorize, create or issue any
additional preferred units or any class or series of capital interests, in
either case (A) ranking, either as to payment of distributions or
distribution of assets, equal or prior to, the Series A Preferred Units or
(B) which in any manner adversely affects the holders of units of Series A
Preferred Units, or authorize, create or issue any capital interests of any
class or series or any bonds, debentures, notes or other obligations
convertible into or exchangeable for, or having optional rights to purchase,
any capital interests having any such preference or priority or so adversely
affecting the holders of Series A Preferred Units; provided, however, that
the affirmative consent of the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the outstanding units of the Series B Preferred Units
shall not be required for issuances of Qualifying Preferred Units in an
aggregate amount of less than the greater of (1) $200,000,000 in stated value
and (2) ten percent (10%) of the sum of (A) the product obtained by
multiplying (x) the average trading price of Common Stock (as reported daily
in the Wall Street Journal) for the five (5) trading days immediately
preceding the date of issuance of such Qualifying Preferred Stock, times (y)
the total number of the then issued and outstanding Common Units and shares
of Common Stock, including all Common Units and shares of Common Stock
underlying all outstanding preferred stock, preferred units and convertible
debt, which by their respective terms are convertible into either Common
Units or Common Stock and (B) the aggregate value of the liquidation
preference underlying any then outstanding shares of preferred stock of MC
Corp. (as hereinafter defined) which, by the terms of such preferred stock,
are not convertible into Common Stock, Common Units, or any security which is
ultimately convertible into Common Stock or Common Units;

(iii) in any manner alter or change the designations
or the powers, preferences or rights, or the qualifications, limitations or
restrictions of the Series A Preferred Units; and

(iv) reclassify the Common Units or any other units of any
class or series of capital interests hereafter created junior to the Series A
Preferred Units into capitalization of any class or series of capital
interests (A) ranking, either as to payment of

7
<PAGE>

dividends or distribution of assets equal or prior to the Series A Preferred
Units, or (B) which in any manner adversely affects the holders of Series A
Preferred Units.

7. Notice of Certain Events. If at any time, to the extent
permitted hereunder the Company and/or Mack-Cali Realty Corporation, a
Maryland corporation ("MC Corp.") proposes:

(a) to pay any distribution or dividend payable in securities
(of any class or classes) or any obligations, stock or units
convertible into or exchangeable for Common Units or the common
stock of MC Corp., par value $.01 per share ("Common Stock") upon
either of their capital securities, including without limitation
(i) Common Units or Common Stock or (ii) a cash distribution other
than its customary quarterly cash distribution (collectively, an
"Extraordinary Distribution");

(b) to grant to the holders of its Common Units or Common
Stock generally any rights or warrants (excluding any warrants or
other rights granted to any employee, director, officer, contractor
or consultant of the Company or MC Corp. pursuant to any plan
approved by the general partner of the Company or the Board of
Directors of the MC Corp.) (a "Rights Distribution");

(d) to consolidate with, or merge into, any other company or
to transfer its property as an entirety or substantially as an
entirety; or

(e) to effect the liquidation, dissolution or winding up of
the Company or MC Corp.,

then, in any one or more of the foregoing cases, the Company shall give, by
certified or registered mail, postage prepaid, addressed to the holders of
Series A Preferred Units at the address of such holders as shown on the record
books of the Company, (i) at least thirty (30) days' prior written notice of the
date on which the books of the Company shall close or of a record date fixed for
such dividend, distribution or subscription rights or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up, and (ii) in the case of
any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up, at least thirty (30) days' prior written
notice of the date when the same shall take place. Any notice given in
accordance with the foregoing clause (i) shall also specify, in the case of any
such dividend, distribution or option rights, the date on which the holders of
any class of capital securities shall be entitled thereto.

8
<PAGE>

and/ or Rights Distribution to holders of Common Units, Series A Preferred
Units shall receive such Extraordinary Distribution and/or Rights
Distribution as if they had been converted to Common Units, pursuant to the
Conversion Formula, as of the record date for receipt of such Extraordinary
Distribution and/ or Rights Distribution.

9. Rank and Limitations of Preferred Units. All units of Series
A Preferred Units shall rank equally with each other unit of Series A
Preferred Units and shall be identical in all respects.

10. Joinder with Mack-Cali Realty Corporation Hereunder. The
Company joins in the covenant of the MC Corp. set forth below.

December 11, 1997 MACK-CALI REALTY, L.P.
By: Mack-Cali Realty Corporation,
its General Partner

By: _____________________
Name:
Title:

So long as any Series A Preferred Units are outstanding, the
undersigned agrees to (i) maintain the one-to-one equivalence of a share of
Common Stock and a Common Unit and (ii) not issue any capital stock which
would cause any capital interest in the Partnership to be equal or senior to
the Series A Preferred Units, except as set forth in Section 6(b)(ii) herein.

December 11, 1997 MACK-CALI REALTY CORPORATION

By: ______________________
Name:
Title:

<PAGE>
Exhibit 10.101

___________________________________________

CERTIFICATE OF DESIGNATION

SERIES B PREFERRED

OPERATING PARTNERSHIP UNITS

LIMITED PARTNERSHIP INTEREST

MACK-CALI REALTY, L.P.
___________________________________________
Series B Preferred Units

A series of 223,124 operating partnership units of Preferred Limited
Partnership Interests, par value $0.001 per unit, of Mack-Cali Realty, L.P.
(the "Company") shall be created and be designated "Series B Preferred Units"
having the following rights and preferences:

DESIGNATION OF SERIES B PREFERRED UNITS. The rights, preferences,
powers, privileges and restrictions, qualifications and limitations granted
to or imposed upon the Series B Preferred Units (referred to hereinafter
sometimes as the "Designations") shall be as set forth below. The Company
may issue the Series A Preferred Units pursuant to the Certificate of
Designation of even date herewith ("Series A Preferred Units") and, subject
to the limitations set forth below, other additional series of Preferred
Units whose rights, preferences, powers, privileges and restrictions,
qualifications and limitations regarding Distributions (as hereinafter
defined) and/or liquidation that are either subordinate to, or pari passu
with, the Designations of the Series B Preferred Units; Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in
the Company Partnership Agreement, dated as of August 31, 1994, as amended as
of January 16, 1997 and December 11, 1997 (the "Partnership Agreement"). The
Partnership Agreement is on file at the principal place of business of the
Company and copies will be made available on request and without cost to any
unit holder of the Company so requesting.

1. Stated Value. The stated value of the Series B Preferred Units shall
be one thousand dollars ($1,000.00) per unit (the "Stated Value").

2. Distributions.

<PAGE>

(a) Subject to Section 2(b) below, commencing from the date of initial
issuance of units of Series B Preferred Units (the "Date of Issuance"),
distributions (the "Distributions") on each unit of Series B Preferred Units
shall be payable in arrears quarterly, in an amount equal to the greater of: (i)
$16.875 or (ii) the quarterly distribution attributable to a unit of Series B
Preferred Units if such unit had been converted into Common Units (as
hereinafter defined), pursuant to Section 4 hereof; provided, however, that the
Distribution to be made on Series B Preferred Units on the Distribution Payment
Date (as defined below) immediately following the Date of Issuance shall be made
on a pro rata basis based upon the number of days during that calendar quarter
preceding that initial Distribution Payment Date that Series B Preferred Units
were held by any holder. The Distributions shall be declared and payable
whenever distributions on the Common Units are declared and paid but no less
frequently than approximately once every three months (a "Distribution Payment
Date"). If on any Distribution Payment Date the Company shall not be lawfully
permitted under Delaware law to pay all or a portion of any such declared
Distributions, the Company shall take such action as may be lawfully permitted
in order to enable the Company to the extent permitted by Delaware law, lawfully
to pay such Distributions. Distributions shall be cumulative from the Date of
Issuance, whether or not in any Distribution period such Distribution shall be
declared or there shall be funds of the Company legally available for payment of
such Distributions. No Distributions shall be declared or paid on any class of
Common Units or any other class or series of Preferred Units, other than
Distributions declared and paid on the Series A Preferred Units and, subject to
the limitations set forth in Section 6(b)(ii), such series of Preferred Units
which, by the terms of such series Certificate of Designation, have rights,
preferences, powers, privileges and restrictions, qualifications and limitations
that are pari passu with the Series B Preferred Units (such Preferred Units
hereinafter referred to as "Qualifying Preferred Units"), until all
Distributions, if any, due and legally payable on the Series B Preferred Units
have been paid to the holders of such units. The record date for the payment of
Distributions on the Series B Preferred Units shall be the day immediately prior
to each such Distribution Payment Date.

(b) For purposes of this Certificate of Designation "Business Day" shall
mean any day, excluding Saturday, Sunday and any other day on which commercial
banks in New York are authorized or required by law to close.

3. Liquidation. The Series B Preferred Units shall be preferred as to
assets over any class of Common Units or other class of preferred units of
the Company, other than Qualifying Preferred Units, such that in the event of
the voluntary or involuntary liquidation, dissolution or winding up of the
Company, the holders of the Series B Preferred Units shall be entitled to
have set apart for them, or to be paid out of the assets of the Company,
before any distribution is made to or set apart for the holders of the Common
Units or other series of preferred units or any other capital interest
heretofore or hereafter issued, other than Qualifying Preferred Units, an
amount in cash equal to the Stated Value per unit plus any "Accrued
Distributions" (as defined below) as of such date of payment. "Accrued
Distributions" shall mean, as of any date of determination, an amount equal
to the amount of Distributions, determined at the rate fixed for the payment
of distributions on the Series B Preferred Units on such date as provided in
Section 2 hereof which would be paid on the Series B Preferred Units for the
period of time elapsed from the most recent

2
<PAGE>

actual Distribution Payment Date to the date of determination; provided,
however, Accrued Distributions shall not include any amounts applicable to
any time period from the last regular Distribution Payment Date to the date
of determination unless the date of determination is a Distribution Payment
Date. If the assets or surplus funds to be distributed to the holders of the
Series B Preferred Units are insufficient to permit the payment to such
holders of their full preferential amount, the assets and surplus funds
legally available for distribution shall be distributed ratably among the
holders of the Series B Preferred Units in proportion to the full
preferential amount each such holder is otherwise entitled to receive.

4. Conversion of Series B Preferred Units.

The holders of Series B Preferred Units shall have the following conversion
rights:

(i) Optional Right to Convert. Each share of Series B
Preferred Units shall be convertible, at any time (with such date being
referred to as the "Conversion Date") and at the Conversion Price set forth
below, into fully paid and nonassessable of common units of limited partner
interests of the Company ("Common Units"), at the option of the holder as set
forth below ("Optional Conversion").

(ii) Mechanics of Conversion. Each holder of Series B
Preferred Units who desires to convert the same into shares of Common Units
shall provide notice to the Company in the form of the Notice of Conversion
attached to this Certificate of Designation agreement pursuant to which the
Series B Preferred Units were issued (a "Conversion Notice") via telecopy,
hand delivery or other mail or messenger service. The original Conversion
Notice and the certificate or certificates representing the Series B
Preferred Units for which conversion is elected, shall be delivered to the
Company by nationally recognized courier, duly endorsed. The date upon which
a Conversion Notice is initially received by the Company shall be a "Notice
Date."

The Company shall use all reasonable efforts to issue and deliver within
three (3) Business Days after the Notice Date, to such holder of Series B
Preferred Units at the address of the holder on the books of the Company, (i)
a certificate or certificates for the number of Common Units to which the
holder shall be entitled as set forth herein, and (ii) if the Series B
Preferred Units represented by this certificate have been converted only in
part, a new certificate evidencing the Series B Preferred Units not subject
to the conversion; provided that the original certificates representing the
Series B Preferred Units to be converted are received by the transfer agent
or the Company within three Business Days after the Notice Date and the
person or persons entitled to receive the Common Units issuable upon such
conversion shall be treated for all purposes as the record holder or holders
of such shares of Common Units on such date such original certificates are
received. If the original certificates representing the Series B Preferred
Units to be converted are not received by the transfer agent or the Company
within three Business Days after the Notice Date, the Conversion Notice shall
become null and void.

3
<PAGE>

(iii) Conversion Price. Each unit of Series B Preferred
Units shall be convertible into a number of Common Units or fraction of Common
Units obtained pursuant to the following formula (the "Conversion Formula"):

Redemption Price
------------------
Conversion Price

where:

Redemption for each unit of Series B Preferred Units for which
Price = conversion is being elected, such unit's Stated
Value, plus any Accrued Distributions;

Conversion
Price = $34.65

(iv) Mandatory Conversion. At any time following the seven
year six month anniversary of the date hereof (the "Mandatory Conversion
Period"), the Company may cause the conversion (a "Mandatory Conversion") of
the Series B Preferred Units outstanding during the Mandatory Conversion
Period into Common Units pursuant to the Conversion Formula, as set forth
above; provided, however, that no such Mandatory Conversion may occur unless
for any twenty (20) trading day period, within the thirty (30) consecutive
trading day period immediately preceding the Mandatory Conversion Date (as
hereinafter defined), the closing price of Common Stock (as hereinafter
defined), as reported daily in the Wall Street Journal, equals or exceeds
$34.65 (subject to adjustment pursuant to Subsection (vii) below) for each
such day; provided, further, that no Mandatory Conversion may be effective
with a Mandatory Conversion Date during the time between the record date for
Distributions and the Distribution Payment Date for such record date.

To effect a Mandatory Conversion, the Company shall issue to each holder
of record a notice stating that the Company is effecting a Mandatory
Conversion with regard to the Series B Preferred Units. Such notice shall
contain a statement indicating the number of units of Series B Preferred
Units subject to the Mandatory Conversion, and if less than all outstanding
Series B Preferred Units are being so converted, the percentage of units of
Series B Preferred Units held by each holder subject to the Mandatory
Conversion. Unless otherwise agreed to by the holders of Series B Preferred
Units and the Company, any such Mandatory Conversion shall be exercised by
the Company on a pro rata basis among all holders of Series B Preferred Units
and all holders of Series A Preferred Units. On the Mandatory Conversion
Date, the certificates representing each of the Series B Preferred Units
outstanding shall automatically, with no further action required by any
holder or the Company, represent the number of Common Units of such holder,
and such Series B Preferred Units remaining if less than all outstanding
units of Series B Preferred Units were so converted, for which each Series B
Preferred Unit was converted in accordance with this Section 4(iv). As
promptly as practicable after the Mandatory Conversion Date, the Company
shall issue and shall deliver to the holders of Series B Preferred Units
subject to the Mandatory Conversion (i) a certificate representing the number
of Common Units to which

4
<PAGE>

the Series B Preferred Units were converted in accordance with the provisions
of this Section 4(v) and (ii) if less than all outstanding Series B Preferred
Units were so converted, upon submission to the Company of the certificate or
certificates representing the Series B Preferred Units held by such holder
immediately prior to the Mandatory Conversion, a new certificate evidencing
the Series B Preferred Units held by such holder immediately following the
Mandatory Conversion (until such time as such certificate or certificates are
submitted to the Company, the certificate or certificates representing the
Series B Preferred Units held by a holder immediately prior to the Mandatory
Conversion shall be deemed to represent the number of Series B Preferred
Units held by such holder immediately following the Mandatory Conversion).
Such conversion shall be deemed to have been effected on the opening of
business on the date the notice was sent by the Company to the holders of
record of Series B Preferred Units (the "Mandatory Conversion Date"), and at
such time the rights of the holder as holder of the converted Series B
Preferred Units shall cease and the person or persons in whose name or names
any certificate or certificates for Common Units shall be issuable upon such
Mandatory Conversion shall be deemed to have become the holder or holders of
record of the Common Units represented thereby.

(v) Reservation of Common Units Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its
authorized but unissued units of Common Units, solely for the purpose of
effecting the conversion of the Series B Preferred Units, such number of its
units of Common Units as shall from time to time be sufficient to effect the
conversion of all then outstanding Series B Preferred Units; and if at any
time the number of authorized but unissued units of Common Units shall not be
sufficient to effect the conversion of all then outstanding Series B
Preferred Units, the Company will take such action as may be necessary to
increase its authorized but unissued units of Common Units to such number of
units as shall be sufficient for such purpose.

(vi) Adjustment to Conversion Price.

(a) If, prior to the conversion of all shares of
Series B Preferred Units, the number of outstanding units of Common Units is
increased by a unit split or other similar event, the Conversion Price shall
be proportionately reduced, or if the number of outstanding Common Units is
decreased by a combination or reclassification of units, or other similar
event, the Conversion Price shall be proportionately increased.

(b) If prior to the conversion of all shares of Series
B Preferred Units, there shall be any merger, consolidation, exchange of
units, recapitalization, reorganization, or other similar event, as a result
of which Common Units of the Company shall be changed into the same or a
different number of securities of the same or another class or classes of
units or securities of the Company or another entity, then the holders of
Series B Preferred Units shall thereafter have the right to purchase and
receive upon conversion of units of Series B Preferred Units, upon the basis
and upon the terms and conditions specified herein and in lieu of the Common
Units immediately theretofore issuable upon conversion, such units and/or
securities as may be issued or payable with respect to or in exchange for the
number of Common Units immediately theretofore purchasable and receivable
upon the conversion of units

5
<PAGE>

of Series B Preferred Units held by such holders had such merger,
consolidation, exchange of shares, recapitalization or reorganization not
taken place, and in any such case appropriate provisions shall be made with
respect to the rights and interest of the holders of the Series B Preferred
Units to the end that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price and of the number of Common
Units issuable upon conversion of the Series B Preferred Units) shall
thereafter be applicable, as nearly as may be practicable in relation to any
units or securities thereafter deliverable upon the exercise hereof. The
Company shall not effect any transaction described in this subsection unless
the resulting successor or acquiring entity (if not the Company) assumes by
written instrument the obligation to deliver to the holders of the Series B
Preferred Units such units and/or securities as, in accordance with the
foregoing provisions, the holders of the Series B Preferred Units may be
entitled to receive upon conversion thereof.

(c) If any adjustment under this subsection would
create a fractional unit of Common Units or a right to acquire a fractional
unit of Common Units, such fractional units shall be issued.

D. Status of Converted Units. In the event any Series B
Preferred Units shall be converted as contemplated by this Certificate of
Designation, the units so converted shall be canceled, and shall not be
issuable by the Company as Series B Preferred Units.

E. Distributions on Converted Units. All distributions to be
made with respect to Common Units received pursuant to an Optional Conversion
of Series B Preferred Units or a Mandatory Conversion of Series B Preferred
Units shall be determined as if the Common Units were received on the first
Business Day following the date of the last regular distribution made with
respect to the Common Units (i.e. the holders of the Common Units received
upon conversion shall be entitled to the full quarterly distribution with
respect to such Common Units); provided, however, that in the case of a
Mandatory Conversion, if such Mandatory Conversion occurs on a date other
than a Distribution Payment Date, on the Distribution Payment Date
immediately following the Mandatory Conversion, the holder of Common Units
received pursuant to such Mandatory Conversion shall receive a distribution
equal to the greater of (i) the distribution to be received by holders of
Common Units on such date (the "Common Unit Distribution") and (ii) the sum
of (A) the Distribution multiplied by the quotient obtained by dividing (1)
the number of days elapsed between the previous Distribution Payment Date and
the Mandatory Conversion Date by (2) the total number of days elapsed between
the previous Distribution Payment Date and the then current Distribution
Payment Date (the "Total Conversion Period Days") and (B) the Common Unit
Distribution multiplied by the quotient obtained by dividing (1) the number
of days elapsed between the Mandatory Conversion Date and the then current
Distribution Payment Date by (2) the Total Conversion Period Days.

5. No Reissuance. Any shares of Series B Preferred Units exchanged,
redeemed, purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.

6
<PAGE>

6. Voting Rights. (a) Except as otherwise specifically provided by the
Revised Uniform Limited Partnership Act of the State of Delaware or as otherwise
provided herein, the holders of Series B Preferred Units shall be entitled to
vote on any matters required or permitted to be submitted to the holders of
Common Units for their approval, and such holders of Series B Preferred Units
and holders of Common Units shall vote as a single class with the holders of
Series B Preferred Units having the number of votes to which they would be
entitled if the Series B Preferred Units were converted into Common Units, in
accordance with the Conversion Formula.

(b) The Company shall not, without the affirmative consent of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of then
outstanding units of the Series B Preferred Units:

(i) increase or decrease (other than by conversion) the total
number of authorized shares of Series B Preferred Units;

(ii) in any manner authorize, create or issue any additional
preferred units or any class or series of capital interests, in either case (A)
ranking, either as to payment of distributions or distribution of assets, equal
or prior to, the Series B Preferred Units or (B) which in any manner adversely
affects the holders of units of Series B Preferred Units, or authorize, create
or issue any capital interests of any class or series or any bonds, debentures,
notes or other obligations convertible into or exchangeable for, or having
optional rights to purchase, any capital interests having any such preference or
priority or so adversely affecting the holders of Series B Preferred Units;
provided, however, that the affirmative consent of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the outstanding units of the
Series B Preferred Units shall not be required for issuances of Qualifying
Preferred Units in an aggregate amount of less than the greater of (1)
$200,000,000 in stated value and (2) ten percent (10%) of the sum of (A) the
product obtained by multiplying (x) the average trading price of Common Stock
(as reported daily in the Wall Street Journal) for the five (5) trading days
immediately preceding the date of issuance of such Qualifying Preferred Stock,
times (y) the total number of the then issued and outstanding Common Units and
shares of Common Stock, including all Common Units and shares of Common Stock
underlying all outstanding preferred stock, preferred units and convertible
debt, which by their respective terms are convertible into either Common Units
or Common Stock and (B) the aggregate value of the liquidation preference
underlying any then outstanding shares of preferred stock of MC Corp. (as
hereinafter defined) which, by the terms of such preferred stock, are not
convertible into Common Stock, Common Units, or any security which is ultimately
convertible into Common Stock or Common Units;

(iii) in any manner alter or change the designations or the
powers, preferences or rights, or the qualifications, limitations or
restrictions of the Series B Preferred Units; and

(iv) reclassify the Common Units or any other units of any class
or series of capital interests hereafter created junior to the Series B
Preferred Units into capitalization of any class or series of capital interests
(A) ranking, either as to payment of

7
<PAGE>

dividends or distribution of assets equal or prior to the Series B Preferred
Units, or (B) which in any manner adversely affects the holders of Series B
Preferred Units.

7. Notice of Certain Events. If at any time, to the extent permitted
hereunder the Company and/or Mack-Cali Realty Corporation, a Maryland
corporation ("MC Corp.") proposes:

(a) to pay any distribution or dividend payable in securities (of
any class or classes) or any obligations, stock or units convertible into
or exchangeable for Common Units or the common stock of MC Corp., par
value $.01 per share ("Common Stock") upon either of their capital
securities, including without limitation (i) Common Units or Common Stock
or (ii) a cash distribution other than its customary quarterly cash
distribution (collectively, an "Extraordinary Distribution");

(b) to grant to the holders of its Common Units or Common Stock
generally any rights or warrants (excluding any warrants or other rights
granted to any employee, director, officer, contractor or consultant of
the Company or MC Corp. pursuant to any plan approved by the general
partner of the Company or the Board of Directors of the MC Corp.) (a
"Rights Distribution");

(d) to consolidate with, or merge into, any other company or to
transfer its property as an entirety or substantially as an entirety; or

(e) to effect the liquidation, dissolution or winding up of the
Company or MC Corp.,

then, in any one or more of the foregoing cases, the Company shall give, by
certified or registered mail, postage prepaid, addressed to the holders of
Series B Preferred Units at the address of such holders as shown on the record
books of the Company, (i) at least thirty (30) days' prior written notice of the
date on which the books of the Company shall close or of a record date fixed for
such dividend, distribution or subscription rights or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up, and (ii) in the case of
any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up, at least thirty (30) days' prior written
notice of the date when the same shall take place. Any notice given in
accordance with the foregoing clause (i) shall also specify, in the case of any
such dividend, distribution or option rights, the date on which the holders of
any class of capital securities shall be entitled thereto.

8. Payment of Extraordinary Distributions. For purposes of payment of
Extraordinary Distributions and/or Rights Distributions on capital securities
of the Company only, upon the declaration of such Extraordinary Distribution
and/ or Rights Distribution to holders of Common Units, Series B Preferred
Units shall receive such Extraordinary Distribution

8
<PAGE>

and/or Rights Distribution as if they had been converted to Common Units,
pursuant to the Conversion Formula, as of the record date for receipt of such
Extraordinary Distribution and/ or Rights Distribution.

9. Rank and Limitations of Preferred Units. All units of Series B
Preferred Units shall rank equally with each other unit of Series B Preferred
Units and shall be identical in all respects.

10. Joinder with Mack-Cali Realty Corporation Hereunder. The Company
joins in the covenant of the MC Corp. set forth below.

December 11, 1997 MACK-CALI REALTY, L.P.
By: Mack-Cali Realty Corporation,
its General Partner

By: _____________________
Name:
Title:

So long as any Series B Preferred Units are outstanding, the
undersigned agrees to (i) maintain the one-to-one equivalence of a share of
Common Stock and a Common Unit and (ii) not issue any capital stock which would
cause any capital interest in the Partnership to be equal or senior to the
Series B Preferred Units, except as set forth in Section 6(b)(ii) herein.

December 11, 1997 MACK-CALI REALTY CORPORATION

By: ______________________
Name:
Title:

<PAGE>
Exhibit 10.102

___________________________________________

CERTIFICATE OF DESIGNATION

CONTINGENT NON-PARTICIPATING COMMON

OPERATING PARTNERSHIP UNITS

LIMITED PARTNERSHIP INTEREST

MACK-CALI REALTY, L.P.
____________________________________________

Contingent Non-Participating Common Units

A series of 2,006,432 Contingent Non-Participating Operating
Partnership Units of Limited Partnership Interests, par value $0.001 per
unit, of Mack-Cali Realty, L.P. (the "Company") shall be created and be
designated "Contingent Non-Participating Common Units" having the following
rights and preferences:

DESIGNATION OF CONTINGENT NON-PARTICIPATING COMMON UNITS. The
rights, preferences, powers, privileges and restrictions, qualifications and
limitations granted to or imposed upon the Contingent Non-Participating
Common Units (referred to hereinafter sometimes as the "Designations") shall
be as set forth below. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Company Partnership
Agreement, dated as of August 31, 1994, as amended as of January 16, 1997 and
as of December 11, 1997 (the "Partnership Agreement"). The Partnership
Agreement is on file at the principal place of business of the Company and
copies will be made available on request and without cost to any unit holder
of the Company so requesting.

1. Stated Value. The stated value of the Contingent
Non-Participating Common Units shall be zero.

2. Distributions. The Contingent Non-Participating Common
Units shall not receive any distributions from the Company; provided,
however, that upon conversion of Contingent Non-Participating Common Units
into Common Units (as defined below) as set forth herein, on the date
immediately following the Conversion Date (as defined below) that a
distribution is declared and paid on Common Units (the "Initial
Distribution"), holders of Common Units

<PAGE>

received pursuant to the conversion of Contingent Non-Participating Common
Units shall be entitled to receive the Initial Distribution on a pro rata
basis based upon the number of days during that calendar quarter preceding
the date of the Initial Distribution that the Conversion Date occurred.

3. Liquidation. The Contingent Non-Participating Common Units
shall have no preference as to assets over any class of Common Units or class
of preferred units of the Company in the event of the voluntary or
involuntary liquidation, dissolution or winding up of the Company.

4. Conversion of Contingent Non-Participating Common Units.

(i) At any time during the period commencing on the date
hereof and ending on the two year anniversary of the date hereof (or, in the
event the Extension Option (as defined in the Agreement (as defined below))
is exercised, the four year anniversary of the date hereof) each Contingent
Non-Participating Common Unit shall be automatically and immediately
converted into fully paid and nonassessable common units of limited partner
interests of the Company ("Common Units") upon the completion and
satisfaction of the terms and conditions specified and set forth in the
Contribution and Exchange Agreement, dated as of September 18, 1997, as
amended by the First Amendment, dated as of the date hereof (as amended, the
"Agreement") by and among the MK Contributors (as defined therein), the MK
Entities (as defined therein), the Patriot Contributors (as defined therein),
the Patriot Entities (as defined therein), Patriot American Management and
Leasing Corp., the Company and Cali Realty Corporation, a Maryland
Corporation (with such date being referred to as the "Conversion Date").

(ii) Mechanics of Conversion. As promptly as practicable after
the conversion of the Contingent Non-Participating Common Units pursuant to
the terms hereof, the Company shall issue and shall deliver to the holders of
the Contingent Non-Participating Common Units subject to the conversion (i) a
certificate representing the number of Common Units to which the Contingent
Non-Participating Common Units were converted in accordance with the terms
hereof and (ii) if less than all outstanding Contingent Non-Participating
Common Units were so converted, upon submission to the Company of the
certificate or certificates representing the Contingent Non-Participating
Common Units held by such holder immediately prior to the conversion, a new
certificate evidencing the Contingent Non-Participating Common Units held by
such holder immediately following the conversion (until such time as such
certificate or certificates are submitted to the Company, the certificate or
certificates representing the Contingent Non-Participating Common Units held
by a holder immediately prior to the conversion shall be deemed to represent
the number of Contingent Non-Participating Common Units held by such holder
immediately following the conversion). Common Units received pursuant to
conversion shall be deemed to have been issued and the holder or any other
person so designated shall be deemed for all purposes (other than with
respect to the Initial Distribution) to have become a holder of record of
such Common Units as of the date hereof.

(iii) Reservation of Common Units Issuable Upon
Conversion. The Company shall at all times reserve and keep available out of
its authorized but unissued Common Units, solely for

<PAGE>

the purpose of effecting the conversion of the Contingent Non-Participating
Common Units, such number of its Common Units as shall from time to time be
sufficient to effect the conversion of all then outstanding Contingent
Non-Participating Common Unit and if at any time the number of authorized but
unissued Common Units shall not be sufficient to effect the conversion of all
then outstanding Contingent Non-Participating Common Units, the Company will
take such action as may be necessary to increase its authorized but unissued
Common Units to such number as shall be sufficient for such purpose.

D. Status of Converted Units. In the event any
Contingent Non-Participating Common Units shall be converted as contemplated
by this Certificate of Designation, the units so converted shall be canceled,
and shall not be issuable by the Company as Contingent Non-Participating
Common Units.

5. No Reissuance. Any Contingent Non-Participating Common
Unit exchanged, redeemed, purchased or otherwise acquired by the Company in
any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof.

6. Voting Rights. Contingent Non-Participating Common Units
shall have no voting rights with respect to any matter relating to the
Company regardless of whether any such matter is required or permitted to be
submitted to the holders of Common Units for their approval.

7. Rank and Limitations of Contingent Non-Participating
Common Units. All units of Contingent Non-Participating Common Units shall
rank equally with each other unit of Contingent Non-Participating Common
Units and shall be identical in all respects.

December 11, 1997 MACK-CALI REALTY, L.P.

By: Mack-Cali Realty Corporation, its
General Partner

By:
----------------------------------
Name:
Title:

<PAGE>
Exhibit 10.103

___________________________________________

CERTIFICATE OF DESIGNATION

SERIES A

CONTINGENT NON-PARTICIPATING PREFERRED

OPERATING PARTNERSHIP UNITS

LIMITED PARTNERSHIP INTEREST

MACK-CALI REALTY, L.P.
____________________________________________

Series A Contingent Non-Participating Preferred Units

A series of 11,895 Series A Contingent Non-Participating Operating
Partnership Units of Limited Partnership Interests, par value $0.001 per
unit, of Mack-Cali Realty, L.P. (the "Company") shall be created and be
designated "Series A Contingent Non-Participating Preferred Units" having the
following rights and preferences:

DESIGNATION OF SERIES A CONTINGENT NON-PARTICIPATING PREFERRED UNITS.
The rights, preferences, powers, privileges and restrictions, qualifications
and limitations granted to or imposed upon the Series A Contingent
Non-Participating Preferred Units (referred to hereinafter sometimes as the
"Designations") shall be as set forth below. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the Company
Partnership Agreement, dated as of August 31, 1994, as amended as of January
16, 1997 and as of December 11, 1997 (the "Partnership Agreement"). The
Partnership Agreement is on file at the principal place of business of the
Company and copies will be made available on request and without cost to any
unit holder of the Company so requesting.

1. Stated Value. The stated value of the Series A Contingent
Non-Participating Preferred Units shall be zero.

2. Distributions. The Series A Contingent Non-Participating Preferred
Units shall not receive any distributions from the Company; provided,
however, that upon conversion of Series A Contingent Non-Participating
Preferred Units into Series A Preferred Units (as defined

<PAGE>

below) as set forth herein, on the date immediately following the Conversion
Date (as defined below) that a distribution is declared and paid on Series A
Preferred Units (the "Initial Distribution"), holders of Series A Preferred
Units received pursuant to the conversion of Series A Contingent
Non-Participating Preferred Units shall be entitled to receive the Initial
Distribution on a pro rata basis based upon the number of days during that
calendar quarter preceding the date of the Initial Distribution that the
Conversion Date occurred.

3. Liquidation. The Series A Contingent Non-Participating Preferred
Units shall have no preference as to assets over any class of common units or
class of preferred units of the Company in the event of the voluntary or
involuntary liquidation, dissolution or winding up of the Company.

4. Conversion of Series A Contingent Non-Participating Preferred Units.

(i) At any time during the period commencing on the date hereof and
ending on the two year anniversary of the date hereof (or, in the event the
Extension Option (as defined in the Agreement (as defined below)) is
exercised, the four year anniversary of the date hereof) each Series A
Contingent Non-Participating Preferred Unit shall be automatically and
immediately converted into fully paid and nonassessable Series A Preferred
Limited Partnership Interests of the Company ("Series A Preferred Units")
upon the completion and satisfaction of the terms and conditions specified
and set forth in the Contribution and Exchange Agreement, dated as of
September 18, 1997, as amended by the First Amendment, dated as of the date
hereof (as amended, the "Agreement") by and among the MK Contributors (as
defined therein), the MK Entities (as defined therein), the Patriot
Contributors (as defined therein), the Patriot Entities (as defined therein),
Patriot American Management and Leasing Corp., the Company and Cali Realty
Corporation, a Maryland Corporation (with such date being referred to as the
"Conversion Date").

(ii) Mechanics of Conversion. As promptly as practicable after the
conversion of the Series A Contingent Non-Participating Preferred Units
pursuant to the terms hereof, the Company shall issue and shall deliver to
the holders of the Series A Contingent Non-Participating Preferred Units
subject to the conversion (i) a certificate representing the number of Series
A Preferred Units to which the Series A Contingent Non-Participating
Preferred Units were converted in accordance with the terms hereof and (ii)
if less than all outstanding Series A Contingent Non-Participating Preferred
Units were so converted, upon submission to the Company of the certificate or
certificates representing the Series A Contingent Non-Participating Preferred
Units held by such holder immediately prior to the conversion, a new
certificate evidencing the Series A Contingent Non-Participating Preferred
Units held by such holder immediately following the conversion (until such
time as such certificate or certificates are submitted to the Company, the
certificate or certificates representing the Series A Contingent
Non-Participating Preferred Units held by a holder immediately prior to the
conversion shall be deemed to represent the number of Series A Contingent
Non-Participating Preferred Units held by such holder immediately following
the conversion). Series A Preferred Units received pursuant to conversion
shall be deemed to have been issued and the holder or any other person so

<PAGE>

designated shall be deemed for all purposes (other than with respect to the
Initial Distribution) to have become a holder of record of such Series A
Preferred Units as of the date hereof.

(iii) Reservation of Series A Preferred Units Issuable Upon
Conversion. The Company shall at all times reserve and keep available out of
its authorized but unissued Series A Preferred Units, solely for the purpose
of effecting the conversion of the Series A Contingent Non-Participating
Preferred Units, such number of its Series A Preferred Units as shall from
time to time be sufficient to effect the conversion of all then outstanding
Series A Contingent Non-Participating Preferred Unit and if at any time the
number of authorized but unissued Series A Preferred Units shall not be
sufficient to effect the conversion of all then outstanding Series A
Contingent Non-Participating Preferred Units, the Company will take such
action as may be necessary to increase its authorized but unissued Series A
Preferred Units to such number as shall be sufficient for such purpose.

D. Status of Converted Units. In the event any Series A Contingent
Non-Participating Preferred Units shall be converted as contemplated by this
Certificate of Designation, the units so converted shall be canceled, and
shall not be issuable by the Company as Series A Contingent Non-Participating
Preferred Units.

5. No Reissuance. Any Series A Contingent Non-Participating Preferred
Unit exchanged, redeemed, purchased or otherwise acquired by the Company in
any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof.

6. Voting Rights. Series A Contingent Non-Participating Preferred
Units shall have no voting rights with respect to any matter relating to the
Company regardless of whether any such matter is required or permitted to be
submitted to the holders of Series A Preferred Units for their approval.

7. Rank and Limitations of Series A Contingent Non-Participating
Preferred Units. All units of Series A Contingent Non-Participating
Preferred Units shall rank equally with each other unit of Series A
Contingent Non-Participating Preferred Units and shall be identical in all
respects.

December 11, 1997 MACK-CALI REALTY, L.P.
By: Mack-Cali Realty Corporation, its
General Partner

By: ____________________________
Name:
Title:

<PAGE>

Exhibit 10.104

--------------------------------------------
CERTIFICATE OF DESIGNATION

SERIES B

CONTINGENT NON-PARTICIPATING PREFERRED

OPERATING PARTNERSHIP UNITS

LIMITED PARTNERSHIP INTEREST

MACK-CALI REALTY, L.P.
--------------------------------------------

Series B Contingent Non-Participating Preferred Units

A series of 7,799 Series B Contingent Non-Participating
Operating Partnership Units of Limited Partnership Interests, par value
$0.001 per unit, of Mack-Cali Realty, L.P. (the "Company") shall be created
and be designated "Series B Contingent Non-Participating Preferred Units"
having the following rights and preferences:

DESIGNATION OF SERIES B CONTINGENT NON-PARTICIPATING PREFERRED
UNITS. The rights, preferences, powers, privileges and restrictions,
qualifications and limitations granted to or imposed upon the Series B
Contingent Non-Participating Preferred Units (referred to hereinafter
sometimes as the "Designations") shall be as set forth below. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth
in the Company Partnership Agreement, dated as of August 31, 1994, as amended
as of January 16, 1997 and as of December 11, 1997 (the "Partnership
Agreement"). The Partnership Agreement is on file at the principal place of
business of the Company and copies will be made available on request and
without cost to any unit holder of the Company so requesting.

1. Stated Value. The stated value of the Series B
Contingent Non-Participating Preferred Units shall be zero.

2. Distributions. The Series B Contingent Non-Participating
Preferred Units shall not receive any distributions from the Company;
provided, however, that upon conversion of Series B Contingent
Non-Participating Preferred Units into Series B Preferred Units (as defined

<PAGE>

below) as set forth herein, on the date immediately following the Conversion
Date (as defined below) that a distribution is declared and paid on Series B
Preferred Units (the "Initial Distribution"), holders of Series B Preferred
Units received pursuant to the conversion of Series B Contingent
Non-Participating Preferred Units shall be entitled to receive the Initial
Distribution on a pro rata basis based upon the number of days during that
calendar quarter preceding the date of the Initial Distribution that the
Conversion Date occurred.

3. Liquidation. The Series B Contingent Non-Participating
Preferred Units shall have no preference as to assets over any class of
common units or class of preferred units of the Company in the event of the
voluntary or involuntary liquidation, dissolution or winding up of the
Company.

4. Conversion of Series B Contingent Non-Participating
Preferred Units.

(i) At any time during the period commencing on the date
hereof and ending on the two year anniversary of the date hereof (or, in the
event the Extension Option (as defined in the Agreement (as defined below))
is exercised, the four year anniversary of the date hereof) each Series B
Contingent Non-Participating Preferred Unit shall be automatically and
immediately converted into fully paid and nonassessable Series B Preferred
Limited Partnership Interests of the Company ("Series B Preferred Units")
upon the completion and satisfaction of the terms and conditions specified
and set forth in the Contribution and Exchange Agreement, dated as of
September 18, 1997, as amended by the First Amendment, dated as of the date
hereof (as amended, the "Agreement") by and among the MK Contributors (as
defined therein), the MK Entities (as defined therein), the Patriot
Contributors (as defined therein), the Patriot Entities (as defined therein),
Patriot American Management and Leasing Corp., the Company and Cali Realty
Corporation, a Maryland Corporation (with such date being referred to as the
"Conversion Date").

(ii) Mechanics of Conversion. As promptly as practicable after
the conversion of the Series B Contingent Non-Participating Preferred Units
pursuant to the terms hereof, the Company shall issue and shall deliver to
the holders of the Series B Contingent Non-Participating Preferred Units
subject to the conversion (i) a certificate representing the number of Series
B Preferred Units to which the Series B Contingent Non-Participating
Preferred Units were converted in accordance with the terms hereof and (ii)
if less than all outstanding Series B Contingent Non-Participating Preferred
Units were so converted, upon submission to the Company of the certificate or
certificates representing the Series B Contingent Non-Participating Preferred
Units held by such holder immediately prior to the conversion, a new
certificate evidencing the Series B Contingent Non-Participating Preferred
Units held by such holder immediately following the conversion (until such
time as such certificate or certificates are submitted to the Company, the
certificate or certificates representing the Series B Contingent
Non-Participating Preferred Units held by a holder immediately prior to the
conversion shall be deemed to represent the number of Series B Contingent
Non-Participating Preferred Units held by such holder immediately following
the conversion). Series B Preferred Units received pursuant to conversion
shall be deemed to have been issued and the holder or any other person so

<PAGE>

designated shall be deemed for all purposes (other than with respect to the
Initial Distribution) to have become a holder of record of such Series B
Preferred Units as of the date hereof.

(iii) Reservation of Series B Preferred Units Issuable
Upon Conversion. The Company shall at all times reserve and keep available
out of its authorized but unissued Series B Preferred Units, solely for the
purpose of effecting the conversion of the Series B Contingent
Non-Participating Preferred Units, such number of its Series B Preferred
Units as shall from time to time be sufficient to effect the conversion of
all then outstanding Series B Contingent Non-Participating Preferred Unit and
if at any time the number of authorized but unissued Series B Preferred Units
shall not be sufficient to effect the conversion of all then outstanding
Series B Contingent Non-Participating Preferred Units, the Company will take
such action as may be necessary to increase its authorized but unissued
Series B Preferred Units to such number as shall be sufficient for such
purpose.

D. Status of Converted Units. In the event any Series
B Contingent Non-Participating Preferred Units shall be converted as
contemplated by this Certificate of Designation, the units so converted shall
be canceled, and shall not be issuable by the Company as Series B Contingent
Non-Participating Preferred Units.

5. No Reissuance. Any Series B Contingent Non-Participating
Preferred Unit exchanged, redeemed, purchased or otherwise acquired by the
Company in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof.

6. Voting Rights. Series B Contingent Non-Participating
Preferred Units shall have no voting rights with respect to any matter
relating to the Company regardless of whether any such matter is required or
permitted to be submitted to the holders of Series B Preferred Units for
their approval.

7. Rank and Limitations of Series B Contingent
Non-Participating Preferred Units. All units of Series B Contingent
Non-Participating Preferred Units shall rank equally with each other unit of
Series B Contingent Non-Participating Preferred Units and shall be identical
in all respects.

December 11, 1997 MACK-CALI REALTY, L.P.
By: Mack-Cali Realty Corporation, its
General Partner

By:
---------------------------
Name:
Title:

<PAGE>

Exhibit 10.105

NEITHER THIS WARRANT NOR THE COMMON UNITS ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE LAWS AND NEITHER THIS WARRANT NOR COMMON UNITS ISSUABLE UPON EXERCISE OF
THIS WARRANT MAY BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 2 OF THIS WARRANT.

WARRANT
to Purchase Common Units of
MACK-CALI REALTY, L.P.
Expiring ________, 2002

This Warrant certifies that [The Mack Companies], or registered and
permitted assigns (the "Holder"), is entitled to, subject to the terms set
forth below, subscribe for and purchase from Mack-Cali Realty, L.P., a
Delaware limited partnership (the "Company"), two million (2,000,000) duly
authorized, validly issued, fully paid and nonassessable common operating
partnership units of the Company (the common units, including any security
into which they may be changed, reclassified, or converted, and as it may be
adjusted pursuant to Section 4(A) below, are herein referred to as the
"Common Units"). This Warrant is one of a class of Warrants (the "Mack
Warrants") issued pursuant to Section 2.5 of the Contribution and Exchange
Agreement (the "Agreement"), dated __________, 1997, by and among the
Company, Cali Realty, L.P., a Delaware limited partnership, the Mack
Contributors (as defined therein) and the Mack Entities (as defined therein).

This Warrant is subject to the following provisions, terms and conditions:

Section 1. Exercise of Warrant.

To exercise this Warrant in whole or in part, the Holder shall deliver to
the Company at its principal office in Cranford, New Jersey, (a) a written
notice, in substantially the form of the Exercise Notice appearing at the end
of this Warrant (the "Exercise Notice"), of the Holder's election to exercise
this Warrant, which notice shall specify the number of Common Units to be
purchased, (b) cash or a certified check payable to the Company in an amount
equal to the aggregate purchase price of the number of Common Units being
purchased, and (c) this Warrant. The Company shall as promptly as
practicable, and in any event within 15 days thereafter, execute and deliver
or cause to be executed and delivered, in accordance with such notice, a
certificate or certificates representing the aggregate number of Common Units
specified in the Exercise Notice. The certificate or certificates so
delivered shall be in such denominations as may be specified in the Exercise
Notice and shall be issued in the name of the Holder or such other name as
shall be designated in such notice. Such certificate or certificates shall be
deemed to have been issued and the Holder or any other person so designated
to be named therein shall be deemed for all purposes to have become a holder
of record of such Common Units immediately prior to the close of business on
the date such notice is received by the Company as aforesaid. If this
Warrant shall have been exercised only in part, the Company shall, at the
time of delivery of said certificate or certificates, deliver to the Holder a
new Warrant evidencing the rights of the Holder to purchase the remaining
units of Common Units called for by this Warrant,

<PAGE>

which new Warrant shall in all other respects be identical to this Warrant,
or, at the request of the Holder, appropriate notation may be made on this
Warrant and the same returned to the Holder. The Company shall pay all
expenses, taxes and other charges payable in connection with the preparation,
issue and delivery of such certificates and new Warrants, except that, in
case such certificates or new Warrants shall be registered in a name or names
other than the name of the Holder, funds sufficient to pay all transfer taxes
that are payable upon the issuance of such certificates or new Warrants shall
be paid by the Holder at the time of delivering the notice of exercise
mentioned above.

All Common Units issued upon the exercise of this Warrant shall be
validly issued, fully paid and nonassessable and, if the Common Units are
then listed on a national securities exchange or quoted on an automated
quotation system, shall be duly listed or quoted thereon.

The Company shall not be required upon any exercise of this Warrant to
issue a certificate representing any fraction of a unit of Common Units, but,
in lieu thereof, shall pay to the Holder cash in an amount equal to a
corresponding fraction (calculated to the nearest 1/100 of a unit) of the
purchase price of one Common Unit as of the date of receipt by the Company of
notice of exercise of this Warrant.

Section 2. Terms and Conditions of Warrants.

(A) Exercise Period. Each Warrant shall be exercisable at any time on
or after the first anniversary of the date hereof (the "Exercise Date"), and
shall expire at 5:00 p.m., New York City time, on the fourth anniversary of
the Exercise Date (the "Expiration Date").

(B) Purchase Price. The purchase price per unit of Common Units shall
be $37.80.

(C) Payment of Purchase Price upon Exercise. Subject to the provisions
of Section 5, the purchase price of the Common Units as to which a Warrant is
exercised shall be paid to the Company at the time of exercise.

(D) Transferability and Exercise of Warrants. This Warrant shall be
exercisable or convertible (a) only under circumstances such that the issue
of Common Units issuable upon such exercise or conversion is exempt from the
requirements of registration under the Securities Act of 1933, as amended
(the "1933 Act"), and any applicable state securities law or (b) upon
registration of such Common Units in compliance therewith; provided, however,
that the foregoing shall not apply if this Warrant is exercised by the
original Holder thereof. This Warrant shall only be transferable (i) in
accordance with or as otherwise specifically permitted by the provisions of
the Agreement and (ii) under circumstances such that the transfer is exempt
from the requirements of registration under the 1933 Act and any applicable
state securities law. By acceptance hereof, the Holder agrees to comply with
such laws.

(E) Investment Representation. The Holder, by acceptance hereof, (i)
hereby represents that he or she is an "Accredited Investor" under Rule
501(a) of Regulation D promulgated under Section 4(2) of the 1933 Act, and
(ii) acknowledges that this Warrant is, and to the extent not registered
under the 1933 Act, any Common Units purchased or acquired pursuant hereto
are, being or will be acquired solely for the Holder's own account and not as
a nominee for any other

<PAGE>

party, and with a current investment intent and not with a view to
distribution thereof. Subject to the provisions of Section 10, the Holder
(or any person acting under Sections 2(D) above) shall deliver to the
Company, at the time of any exercise of this Warrant or portion thereof, a
written representation that the Common Units to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view
to the distribution thereof, and, if applicable, that he or she is the
original Holder of this Warrant. Delivery of such representation prior to
the delivery of any Common Units issued upon exercise of a Warrant and prior
to the expiration of the Warrant period shall be a condition precedent to the
right of the Holder or such other person to purchase any Common Units. In
the event certificates for Common Units are delivered upon the exercise of
this Warrant with respect to which such an investment representation has been
obtained, the Company may cause a legend or legends to be placed on such
certificates to make appropriate reference to such representations and to
restrict transfer in the absence of compliance with applicable federal or
state securities laws.

Section 3. Transfer, Division and Combination.

The Company agrees to maintain at its principal office in Cranford, New
Jersey, books for the registration and transfer of this Warrant, and, subject
to the provisions of Section 2(D) hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, on such books at such
office, upon surrender of this Warrant at such office, together with a
written assignment of this Warrant duly executed by the Holder or his agent
or attorney and funds sufficient to pay any transfer taxes payable upon the
making of such transfer. Upon such surrender and payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denominations specified in such instrument of
assignment, and this Warrant shall promptly be canceled. A Warrant may be
exercised by a new holder for the purchase of Common Units without having a
new Warrant issued. All of the provisions of this Section 3 are subject to
the provisions of Sections 2(D) above.

Section 4. General Provisions

(A) Certain Adjustments. In the event of any change in Common Units by
reason of any dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of units, or of any similar
change affecting the Common Units, the number and kind of units subject to
this Warrant and the purchase price per unit thereof shall be appropriately
adjusted consistent with such change to prevent dilution or enlargement of
the rights granted to, or available for, the Holder hereunder. Any
adjustment of this Warrant pursuant to this Section 4(A) shall be made only
to the extent not constituting a "modification" within the meaning of Section
424(h)(3) of the Internal Revenue Code of 1986, as amended from time to time,
unless the Holder shall agree otherwise. The Company shall give notice to
the Holder of any adjustment made pursuant to this Section 4(A) and, upon
notice, such adjustment shall be effective and binding for all purposes under
this Warrant.

(B) Successor Company. The obligations of the Company under this
Warrant shall be binding upon any successor Company or organization resulting
from the merger, consolidation or other reorganization of the Company, or
upon any successor Company or organization succeeding to substantially all of
the assets and business of the Company. The Company agrees that it will make
appropriate provision for the preservation of Holder's rights under this
Warrant

<PAGE>

in any agreement or plan which it may enter into or adopt to effect any such
merger, consolidation, reorganization or transfer of assets.

(C) Listing and Qualification of Stock Underlying Common Units. The
Company covenants to effect the listing of the Common Stock underlying the
Common Units underlying this Warrant on the New York Stock Exchange prior to
the Exercise Date.

(D) General Creditor Status. The Holder shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to
aid it in meeting its obligations hereunder. Nothing contained herein, and
no action taken pursuant hereto, shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Company and the
Holder or any other person. To the extent that any person or entity acquires
a right to receive payments from the Company hereunder, such right shall be
no greater than the right of an unsecured general creditor of the Company.
All payments to be made hereunder shall be paid from the general funds of the
Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except
as expressly set forth herein; provided, however, that in its sole
discretion, the Company may authorize the creation of trusts or other
arrangements to meet the obligations created hereunder to deliver Common
Units or pay cash.

Section 5. Right to Convert Warrant.

The Holder shall have the right to convert, in whole or in part, this
Warrant (the "Conversion Right") at any time prior to the Expiration Date,
into Common Units in accordance with this Section 5. Upon exercise of the
Conversion Right, the Company shall deliver to the Holder (without payment by
the Holder of the purchase price) that number of Common Units equal to the
quotient obtained by dividing (x) the value of the portion of this Warrant
being converted at the time the Conversion Right is exercised (determined by
subtracting the aggregate purchase price for the portion of this Warrant
being converted (in effect immediately prior to the exercise of the
Conversion Right) from the amount obtained by multiplying the number of
Common Units issuable upon the whole or partial exercise of this Warrant, as
the case may be, by the Closing Price (as defined below) of one Common Unit
on the day immediately prior to the exercise of the Conversion Right) by (y)
the Closing Price of one Common Unit on the day immediately prior to the
exercise of the Conversion Right.

For purposes hereof, the "Closing Price" shall mean the closing sale
price (or the average of the closing bid and ask prices if there is no
closing sale price reported) of the Common Stock on the date specified on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any national securities exchange on such date, the average of the
highest reported bid and lowest reported asked prices as furnished by the
National Association of Securities Dealers, Inc. through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information. If there is
no reported bid and asked price for the Common Stock, the "Closing Price"
shall be the fair value as determined in good faith by the Board of Directors
of the Company and the Holder, or, if the Board of Directors of the Company
and the Holder cannot agree, then by an independent appraiser mutually
selected by the Board of Directors of the Company and the Holder.

<PAGE>

The Conversion Right may be exercised by the Holder, at any time or from
time to time, prior to its expiration, on any business day by delivering the
Conversion Notice to the Company at the offices of the Company, exercising
the Conversion Right and specifying (i) the total number of Common Units that
the Holder will purchase pursuant to the conversion and (ii) a place and date
not less than two nor more than 20 business days from the date of the
Conversion Notice for the closing of such purchase.

At any closing under this Section 5, (i) the Holder will surrender this
Warrant and (ii) the Company will deliver to the Holder a certificate or
certificates for the number of Common Units issuable upon such conversion.
If this Warrant shall have been converted only in part, the Company shall, at
the time of delivery of said certificate or certificates, deliver to the
Holder a new Warrant evidencing the rights of the Holder to purchase the
remaining Common Units called for by this Warrant, which new Warrant shall in
all other respects be identical to this Warrant, or, at the request of the
Holder, appropriate notation may be made on this Warrant and the same
returned to the Holder. The Company shall pay all expenses, taxes and other
charges payable in connection with the preparation, issue and delivery of
such certificates and new Warrants, except that, in case such certificates
and/ or new Warrants shall be registered in a name or names other than the
name of the Holder, funds sufficient to pay all transfer taxes that are
payable upon the issuance of such certificates or new Warrants shall be paid
by the Holder at the time of delivering the notice of exercise mentioned
above.

Section 6. Covenant to Reserve Common Units and Common Stock.

The Company covenants and agrees that (i) it will at all times reserve
and set apart and have, free from preemptive rights, a number of units of
authorized but unissued Common Units sufficient to enable it at any time to
fulfill all its obligations hereunder and (ii) and will cause Mack-Cali
Realty Corporation, a Maryland corporation ("MC Corp.") to reserve and
set-apart and have, free from preemptive rights, a number of its authorized
but unissued shares of common stock, par value $.01 per share ("Common
Stock"), sufficient to enable it at any time to fulfill all of its
obligations upon conversion of the Common Units underlying this Warrant into
Common Stock.

Section 7. Notices.

In the event that the Company or MC Corp. (as the case may be):

(a) proposes to pay any distribution or dividend payable in
securities (of any class or classes) or any obligations, stock or units
convertible into or exchangeable for Common Units or Common Stock upon
either of their capital securities, including without limitation (i) Common
Units or Common Stock or (ii) a cash distribution other than its customary
quarterly cash distribution;

(b) proposes to grant to the holders of its Common Units or Common
Stock generally any rights or warrants (excluding any warrants or other
rights granted to any employee, director, officer, contractor or consultant
of the Company or MC Corp. pursuant to any plan approved by the general
partner of the Company or the Board of

<PAGE>

Directors of MC Corp.);

(d) proposes to consolidate with, or merge into, any other company or
to transfer its property as an entirety or substantially as an entirety; or

(e) proposes to effect the liquidation, dissolution or winding up of
the Company or MC Corp.

then the Company shall cause notice of any such intended action to be given
to the holder of this Warrant not less than 30 days before the date on which
the transfer books of the Company shall close or a record shall be taken for
such dividend, distribution or granting of rights or Warrants, or the date
when such capital reorganization, reclassification, consolidation, merger,
transfer, liquidation, dissolution or winding up shall be effective, as the
case may be.

Any notice or other document required or permitted to be given or
delivered to the holder of this Warrant shall be delivered by facsimile
transmission, reliable courier or first-class mail postage prepaid to the
holder of this Warrant at the last address shown on the books of the Company
maintained for the registry and transfer of this Warrant. Any notice or
other document required or permitted to be given or delivered to holders of
record of Common Units issued pursuant to this Warrant shall be delivered by
facsimile, reliable courier or first-class mail postage prepaid to such
holder at such holder's address as the same appears on the records of the
Company. Any notice or other document required or permitted to be given or
delivered to the Company shall be delivered by facsimile transmission,
reliable courier or first-class mail postage prepaid to the principal office
of the Company in Cranford, New Jersey, or delivered to the office of one of
the Company's executive officers at such address, or such other address as
shall have been furnished by the Company to the holders of record of this
Warrant and the holders of record of such Common Units.

Section 8. Limitation of Liability; Not holders of Common Units.

No provision of this Warrant shall be construed as conferring upon the
Holder the right to vote or to consent or to receive dividends or to receive
notice as a Common Unit holder in respect of meetings of Common Unit holders
or any other matter whatsoever as Common Unit holders of the Company. No
provision hereof, in the absence of affirmative action by the Holder to
purchase Common Units, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of Holder for the
purchase price or as a Common Unit holder of the Company, whether such
liability is asserted by the Company, creditors of the Company or others.

Section 9. Loss, Destruction, etc, of Warrant.

Upon receipt of evidence satisfactory to the Company of the loss, theft,
mutilation or destruction of this Warrant, and in the case of any such loss,
theft or destruction upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the

<PAGE>

Company, or in the event of such mutilation upon surrender and cancellation
of this Warrant, the Company will make and deliver a new Warrant, of like
tenor, in lieu of such lost, stolen, destroyed or mutilated Warrant. Any
Warrant issued under the provisions of this Section 9 in lieu of any Warrant
alleged to be lost, destroyed or stolen, or of any mutilated Warrant, shall
constitute an original contractual obligation on the part of the Company.

Section 10. Exercise for Common Stock.

In the event the Holder elects to exercise this Warrant with the
intention of immediately thereafter redeeming all or part of the Common Units
received from the exercise of this Warrant into Common Stock or the cash
value equivalent thereof as more fully set forth in Section 10.3 of the
Partnership Agreement of the Company, and delivers a notice to the Company
along with the delivery of the Exercise Notice stating such Holder's intent
(the "Notice of Redemption"), the exercise of this Warrant and the delivery
of the Notice of Redemption shall be deemed to have occurred on the same
business day, and the Company shall cause MC Corp. to complete the redemption
process as expeditiously as reasonably practicable.

Section 11. Registration Rights.

As used in this Section 11, the term "Registrable Securities" shall
mean all Common Units that may be issued upon exercise of this Warrant (and
all Common Units or Common Stock that may thereafter be issued in respect of
such Warrant) that is from time to time outstanding.

References in this Warrant to rules, regulations and forms
promulgated by the Securities and Exchange Commission shall include rules,
regulations and forms succeeding to the functions thereof, whether or not
bearing the same designation.

The rights and obligations of the Company and the Holder with
respect to the Registrable Securities are set forth in a Registration Rights
Agreement, dated the date hereof, between the Company, the Holder and the
other signatories thereto, and shall supersede any registration rights and
obligations of the Company and the Holder existing prior to the date hereof
with respect to the Registrable Securities.

Section 12. Amendments.

Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally or in writing, provided that any term of this
Warrant may be amended or the observance of such term may be waived (either
generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Company and
the holders of the Mack Warrants that are exercisable for a number of units
of Common Units that represent in the aggregate at least a majority of the
total number of Common Units for which all of the Mack Warrants are then
exercisable (whether or not the holder of this Warrant consents).

Section 13. Governing Law and Consent to Jurisdiction.

This Warrant shall be governed by the laws of the State of New York
without regard to

<PAGE>

its conflict of laws principles or rules. This Warrant shall be deemed to
have been executed and delivered at and shall be deemed to have been made in
New York, New York.

Any legal action, suit or proceeding arising out of or relating to this
Warrant may only be instituted in any federal court of the Southern District
of New York or any state court located in New York County, State of New York,
and the Company agrees not to assert, by way of motion, as a defense or
otherwise, in any action, suit or proceeding, any claim that it is not
subject personally to the jurisdiction of such courts, that the action, suit
or proceeding if brought in such courts, would be an inconvenient forum, that
the venue of the action, suit or proceeding, if brought in any of such
courts, is improper or that this Agreement or the subject matter may not be
enforced in or by such courts on jurisdictional grounds.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its duly authorized officer.

Dated: ________, 1997

MACK-CALI REALTY, L.P.
By: MACK-CALI REALTY CORPORATION,
its general partner

By:___________________________
Name:
Title:

<PAGE>

EXERCISE NOTICE

The undersigned, the Holder, hereby elects to exercise purchase rights
represented by such Warrant for, and to purchase thereunder, ____________
units of the Common Units covered by such Warrant and herewith makes payment
in full therefor of $_________ cash and requests that, subject to the terms
and conditions of the Warrant, certificates for such units (and any
securities or property deliverable upon such exercise) be issued in the name
of and delivered to ______________________ whose address is
_______________________________________, and whose social security or
employer identification number is ____________.

The undersigned agrees that, in the absence of an effective registration
statement with respect to Common Units issued upon this exercise, the
undersigned is acquiring such Common Units for the Holder's own account and
not as a nominee for any other party, for investment and not with a view to
distribution thereof and that the certificate or certificates representing
such Common Units may bear a legend substantially as follows:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD
PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION
UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF
COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE
OPERATING PARTNERSHIP, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
REQUIRED.

In addition, the undersigned agrees that, in the absence of an effective
registration statement with respect to Common Units issued upon this
exercise, stop transfer instructions will be entered on the Company's
transfer records with respect to Common Units issued upon this exercise.

Dated: --------------------------
Signature guaranteed:

<PAGE>

CONVERSION NOTICE

The undersigned, the Holder, hereby elects to exercise conversion rights
represented by such Warrant for, and to purchase thereunder, ____________
units of the Common Units covered by such Warrant and herewith requests that
appropriate conversion be made to such Warrant and requests that, subject to
the terms and conditions of the Warrant, certificates for such units (and any
securities or property deliverable upon such exercise) be issued in the name
of and delivered to ______________________ whose address is
_______________________________________, and whose social security or
employer identification number is ____________ on or before _____________.

The undersigned agrees that, in the absence of an effective registration
statement with respect to Common Units issued upon this conversion, the
undersigned is acquiring such Common Units for the Holder's own account and
not as a nominee for any other party, for investment and not with a view to
distribution thereof and that the certificate or certificates representing
such Common Units may bear a legend substantially as follows:

Dated: --------------------------
Signature guaranteed:

<PAGE>
Exhibit 10.106

NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE LAWS AND NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 2
OF THIS WARRANT.

WARRANT
to Purchase Common Stock of
MACK-CALI REALTY CORPORATION
Expiring December 12, 2007

This Warrant certifies that Mitchell E. Hersh, or his registered and
permitted assigns (the "Holder"), is entitled to, subject to the terms set
forth below, subscribe for and purchase from Mack-Cali Realty Corporation
(formerly Cali Realty Corporation), a Maryland corporation (the "Company"),
Three Hundred and Thirty-Nine Thousand Nine Hundred and Seventy-Six (339,976)
duly authorized, validly issued, fully paid and nonassessable shares of the
Company's common stock, $.01 par value per share (the common stock, including
any stock into which it may be changed, reclassified, or converted, and as it
may be adjusted pursuant to Section 4(B) below, is herein referred to as the
"Common Stock"). This Warrant is one of a class of Warrants (the "Mack
Warrants") of the Company issued to purchase an aggregate of Five Hundred
Fourteen Thousand Nine Hundred and Seventy-Six (514,976) shares of Common
Stock pursuant to the Contribution and Exchange Agreement dated September 18,
1997 by and between the Company, Mack-Cali Realty, L.P. (formerly Cali
Realty, L.P.), a Delaware limited partnership (the "Partnership"), the Mack
Contributors (as defined therein) and the Mack Entities (as defined therein),
as amended by that certain First Amendment dated as of December 11, 1997.

This Warrant is subject to the following provisions, terms and conditions:

Section 1. EXERCISE OF WARRANT.

To exercise this Warrant in whole or in part, the Holder shall deliver to
the Company at its principal office in Cranford, New Jersey, (a) a written
notice, in substantially the form of the Exercise Notice appearing at the end of
this Warrant, of the Holder's election to exercise this Warrant, which notice
shall specify the number of shares of Common Stock to be purchased, (b) cash or
a certified check payable to the Company, or such other consideration as
determined in accordance with Section 2(D) below, in an amount equal to the
aggregate purchase price of the number of shares of Common Stock being
purchased, and (c) this Warrant. The Company shall as promptly as practicable,
and in any event within 15 days thereafter, execute and deliver or cause to be
executed and delivered, in accordance with such notice, a stock certificate or
certificates representing the aggregate number of shares of Common Stock
specified in such notice. The stock certificate or certificates so delivered
shall be in such denominations as may be specified in such notice and shall be
issued in the name of the Holder or, subject to Sections 2(E) and (F) and
Sections 4(H) and (I) below, such other name as shall be designated in such
notice. Such stock certificate or certificates shall be deemed to have been
issued and the Holder or any other person so designated to be named therein
shall be deemed for all purposes to have become a

<PAGE>

holder of record of such shares immediately prior to the close of business on
the date such notice is received by the Company as aforesaid. If this Warrant
shall have been exercised only in part, the Company shall, at the time of
delivery of said stock certificate or certificates, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the remaining shares of
Common Stock called for by this Warrant, which new Warrant shall in all other
respects be identical to this Warrant, or, at the request of the Holder,
appropriate notation may be made on this Warrant and the same returned to the
Holder. The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, issue and delivery of such stock certificates
and new Warrants, except that, in case such stock certificates or new Warrants
shall be registered in a name or names other than the name of the Holder, funds
sufficient to pay all stock transfer taxes that are payable upon the issuance of
such stock certificates or new Warrants shall be paid by the Holder at the time
of delivering the notice of exercise mentioned above.

All shares of Common Stock issued upon the exercise of this Warrant shall
be validly issued, fully paid and nonassessable and, if the Common Stock is
then listed on a national securities exchange or quoted on an automated
quotation system, shall be duly listed or quoted thereon.

The Company shall not be required upon any exercise of this Warrant to
issue a certificate representing any fraction of a share of Common Stock,
but, in lieu thereof, shall pay to the Holder cash in an amount equal to a
corresponding fraction (calculated to the nearest 1/100 of a share) of the
purchase price of one share of Common Stock as of the date of receipt by the
Company of notice of exercise of this Warrant.

Section 2. TERMS AND CONDITIONS OF WARRANTS.

(A) EXERCISE PERIOD. Each Warrant shall vest in five equal
installments (subject to acceleration in accordance with the terms of this
Warrant), with one-fifth of such Warrant vesting on December 31, 1997,
one-fifth vesting on December 31, 1998, one-fifth vesting on December 31,
1999, one-fifth vesting on December 31, 2000, and one-fifth vesting on
December 31, 2001, and shall expire at 5:00 p.m., New York City time, on
December 12, 2007, or in connection with the Holder's earlier termination of
employment with the Company as provided in paragraph 2(E) below (the
"Expiration Date").

(B) PURCHASE PRICE. The purchase price per share of Common Stock shall
be equal to the fair market value of the Common Stock on the date hereof.
For purposes of this paragraph 2(B), "fair market value" means the closing
price as quoted on the New York Stock Exchange at the end of the last
business day preceding the date hereof as reported in the New York edition of
The Wall Street Journal. It is agreed that such purchase price is $38.75 per
share.

(C) EXERCISE OF WARRANT. No part of any Warrant may be exercised at the
time of vesting unless the Holder shall have remained in the employ of the
Company for such period as to which such portion of the Warrant has vested,
except as otherwise provided in paragraph 2(E) below.

2
<PAGE>

(D) PAYMENT OF PURCHASE PRICE UPON EXERCISE. Subject to the terms of
Section 2(F) hereof, the purchase price of the Common Stock as to which a
Warrant is exercised shall be paid to the Company at the time of exercise
either in cash or in such other consideration as the Executive Compensation
Committee of the Board of Directors of the Company (the "Board of Directors")
or such other committee that the Board of Directors may appoint to administer
the Warrants (the "Committee"), deems appropriate, including, but not limited
to, loans from the Company or a third party, Common Stock already owned by
the Holder having a total fair market value, as determined by the Committee,
equal to the purchase price, or a combination of cash and Common Stock having
a total fair market value, as so determined, equal to the purchase price. The
Committee in its sole discretion may also provide that the purchase price may
be paid by delivering a properly executed exercise notice in a form approved
by the Committee, together with irrevocable instructions to a broker to
promptly deliver to the Company the amount of applicable sale or loan
proceeds to pay the purchase price.

(E) EXERCISE IN THE EVENT OF DEATH, DISABILITY, RETIREMENT OR OTHER
TERMINATION OF EMPLOYMENT, OR CHANGE IN CONTROL.

(1) DEATH OR DISABILITY. If a Holder's employment with the
Company shall terminate because of his death or due to Disability
(as defined below), the vesting of all Warrants which the Holder
shall not then have been entitled to exercise shall be accelerated
on the date of his death or the termination of his employment due
to Disability, as the case may be. If a Holder's employment with
the Company shall terminate because of his death or due to
Disability, such Holder's Warrants may be exercised, to the extent
that such Holder shall have been entitled to do so on the date of
his death or termination of employment due to Disability, as the
case may be (including, without limitation, by acceleration or
otherwise) by the Holder, the Holder's Beneficiary (as defined
below) or by the person or persons to whom the Holder's rights
under the Warrants pass by will or applicable law, or if no such
person has such right, by his executors or administrators, at any
time, or from time to time, but not later than the earlier of the
Expiration Date or one year after the Holder's death or termination
of employment due to Disability, as the case may be.

(2) CHANGE IN CONTROL. In the event of a Change in Control
(as defined below), the vesting of all Warrants which the Holder
shall not then have been entitled to exercise shall be accelerated
concurrently with the occurrence of the Change in Control and the
Holder shall have the right to exercise all such Warrants at any
time or from time to time through the Expiration Date.

(3) GOOD REASON. If a Holder terminates his employment for
Good Reason (as defined below), the vesting of all Warrants which
the Holder shall not then have been entitled to exercise shall be
accelerated on the date of the termination of his employment. If a
Holder's employment with the Company shall terminate for Good
Reason, such Holder may exercise his Warrants, to the extent that
such Holder shall have been entitled to do so at the date of the
termination of his employment (including, without limitation, by
acceleration or otherwise), at any time, or from time to time, but
not later than the

3
<PAGE>

Expiration Date or one year after the Holder's termination of
employment, whichever date is earlier.

"Good Reason" shall mean (A) the occurrence of any material
breach of Holder's Employment Agreement with the Company dated
December 11, 1997 (the "Employment Agreement") by the Company which
shall include but not be limited to; an assignment to the Holder of
duties materially and adversely inconsistent with or adverse
alteration in the nature of or diminution in Holder's duties and/or
responsibilities as contemplated by his Employment Agreement, (B) a
reduction in the Holder's Annual Base Salary (as defined in the
Holder's Employment Agreement) or a material reduction in benefits
(except for bonuses or similar discretionary payments) as in effect
at the time in question, a failure to pay such amounts when due or
any other failure by the Company to comply with Paragraph 4 of the
Employment Agreement, (C) at the option of the Holder within six
(6) months following the date a Notice of Non-Renewal (as defined
in the Holder's Employment Agreement) is issued by the Company
pursuant to Paragraph 2 of the Employment Agreement, (D) at the
option of the Holder within six (6) months following a Change in
Control (as defined in the Holder's Employment Agreement) in
accordance with the provisions set forth in sub-paragraph 5(a)(vii)
of the Employment Agreement, (E) any purported termination of the
Holder's employment for Cause which is not effected pursuant to the
procedures of sub-paragraph 5(a)(i) of the Employment Agreement,
(F) at the option of the Holder upon relocation of the Company's
principal executive offices or Holder's own office location to a
location more than thirty (30) miles away from Cranford, New
Jersey, or (G) failure of Holder to be appointed or reappointed as
a member of the Company's Board of Directors.

(4) Subject to Section 4(A) below, if a Holder's
employment shall terminate for any reason other than death,
Disability, Good Reason or a Change in Control (each as defined
below) as aforesaid, all rights to exercise his Warrant shall
terminate at the Expiration Date or three (3) months after
termination of employment, whichever date is earlier; PROVIDED,
HOWEVER, that the Committee may, in its sole discretion, grant new
Warrants or modify outstanding Warrants to permit their exercise
upon a Holder's termination of employment due to retirement with
the consent of the Company until the earlier of the Expiration Date
or twelve (12) months after termination of employment.

"Beneficiary" means the beneficiary or beneficiaries
designated in accordance with Section 4(H) to receive the amount,
if any, payable under the Warrant upon the death of a Holder.

"Change in Control" means that any of the following events has
occurred:

(i) any "person" or "group" of persons, as such
terms are used in Sections 13 and 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
other than any employee benefit plan sponsored by the
Company, becomes the "beneficial owner", as such term is
used in Section 13 of the Exchange Act,

4
<PAGE>

(irrespective of any vesting or waiting periods) of (I)
Common Stock or any class of stock convertible into
Common Stock and/or (II) common limited partnership units
of the Partnership (the "Common OP Units") or preferred
units or any other class of units convertible into Common
OP Units, in an amount equal to twenty (20%) percent or
more of the sum total of the Common Stock and the Common
OP Units (treating all classes of outstanding stock,
units or other securities convertible into stock units as
if they were converted into Common Stock or Common OP
Units as the case may be and then treating Common Stock
and Common OP Units as if they were a single class)
issued and outstanding immediately prior to such
acquisition as if they were a single class and
disregarding any equity raise in connection with the
financing of such transaction;

(ii) any Common Stock is purchased pursuant to a
tender or exchange offer other than an offer by the
Company;

(iii) the dissolution or liquidation of the
Company or the consummation of any merger or
consolidation of the Company or any sale or other
disposition of all or substantially all of its assets, if
the shareholders of the Company and unitholders of the
Partnership taken as a whole and considered as one class
immediately before such transaction own, immediately
after consummation of such transaction, equity securities
and partnership units possessing less than fifty (50%)
percent of the surviving or acquiring company and
partnership taken as a whole; or

(iv) a turnover, during any two (2) year period, of
the majority of the members of the Board of Directors,
without the consent of the remaining members of the Board
of Directors as to the appointment of the new members of
the Board of Directors.

"Disability" means the determination by the Company, upon the
advice of an independent qualified physician, reasonably acceptable to
the Holder, that the Holder has become physically or mentally incapable
of performing his duties under the Employment Agreement and such
disability has disabled the Holder for a cumulative period of one
hundred eighty (180) days within a twelve (12) month period.

(F) REPURCHASE RIGHT. In the event of termination of the Holder's
employment as a result of either (i) death or Disability, (ii) termination by
the Company for any reason other than Cause or (iii) termination by the
Holder of his employment for Good Reason, the Holder shall be entitled, at
the option of the Holder, his estate or his personal representative, within
ninety (90) days (one (1) year in the case of termination as a result of the
Holder's death or Disability) of the date of such termination, to require the
Company (upon written notice delivered within one

5
<PAGE>

hundred eighty (180) days following the date of termination) to repurchase
all or any portion of the Holder's vested Warrants at a price equal to the
difference between the repurchase fair market value (as defined below) of the
shares of Common Stock for which the Warrants to be repurchased are
exercisable and the exercise price of such Warrant as of the date of the
Holder's termination of employment. For purposes of this paragraph 2(F),
"repurchase fair market value" means the average of the closing price on the
New York Stock Exchange of the Common Stock on each of the trading days
within the thirty (30) days immediately preceding the date of termination of
the Holder's employment.

(G) TRANSFERABILITY AND EXERCISE OF WARRANTS. Subject to the
provisions of any registration rights agreement entered into in connection
with the registration of shares of Common Stock underlying the Mack Warrants,
no Warrant shall be transferable other than by will or by the laws of descent
and distribution. During the lifetime of the Holder, a Warrant shall be
exercisable only by the Holder. This Warrant shall be exercisable or
convertible (a) only under circumstances such that the issue of Common Stock
issuable upon such exercise or conversion is exempt from the requirements of
registration under the Securities Act of 1933, as amended (the "1933 Act"),
and any applicable state securities law or (b) upon registration of such
Common Stock in compliance therewith; PROVIDED, HOWEVER, that the foregoing
shall not apply if this Warrant is exercised by the original Holder hereof.
This Warrant shall be transferable only under circumstances such that the
transfer is exempt from the requirements of registration under the 1933 Act
and any applicable state securities law. By acceptance hereof, the Holder
agrees to comply with such laws.

(H) INVESTMENT REPRESENTATION. The Holder, by acceptance hereof, (i)
hereby represents that he is an "Accredited Investor" under Rule 501(a) of
Regulation D promulgated under Section 4(2) of the 1933 Act, and (ii)
acknowledges that this Warrant and, to the extent not registered under the
1933 Act, any Common Stock purchased or acquired pursuant hereto is being or
will be acquired solely for the Holder's own account and not as a nominee for
any other party, and with a current investment intent and not with a view to
distribution thereof. The Holder (or any person acting under Sections 2(E),
(F) or (G) above) shall deliver to the Company, at the time of any exercise
of a Warrant or portion thereof, a written representation that the shares to
be acquired upon such exercise are to be acquired for investment and not for
resale or with a view to the distribution thereof, and, if applicable, that
he is the original Holder of this Warrant. Delivery of such representation
prior to the delivery of any Common Stock issued upon exercise of a Warrant
and prior to the expiration of the Warrant period shall be a condition
precedent to the right of the Holder or such other person to purchase any
Common Stock. In the event certificates for Common Stock are delivered upon
the exercise of a Warrant with respect to which such an investment
representation has been obtained, the Company may cause a legend or legends
to be placed on such certificates to make appropriate reference to such
representations and to restrict transfer in the absence of compliance with
applicable federal or state securities laws.

Section 3. TRANSFER, DIVISION AND COMBINATION.

The Company agrees to maintain at its principal office in Cranford, New
Jersey, books

6
<PAGE>

for the registration and transfer of this Warrant, and, subject to the
provisions of Section 2(G) hereof, this Warrant and all rights hereunder are
transferable, in whole or in part, on such books at such office, upon
surrender of this Warrant at such office, together with a written assignment
of this Warrant duly executed by the Holder or his agent or attorney and
funds sufficient to pay any stock transfer taxes payable upon the making of
such transfer. Upon such surrender and payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denominations specified in such instrument of
assignment, and this Warrant shall promptly be canceled. A Warrant may be
exercised by a new holder for the purchase of shares of Common Stock without
having a new Warrant issued. All of the provisions of this Section 3 are
subject to the provisions of Sections 2(E), (F) and (G) above.

Section 4. GENERAL PROVISIONS

(A) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. Notwithstanding
anything herein contained to the contrary, if a Holder's employment is
terminated for Cause or without Good Reason, all Warrants, to the extent not
vested on the date of termination, shall be forfeited. "Cause" shall mean
(1) the willful and continued failure by the Holder to use best efforts to
substantially perform his duties under his Employment Agreement with the
Company, (other than any such failure resulting from the Holder's incapacity
due to physical or mental illness) for a period of thirty (30) days after
written demand for substantial performance is delivered by the Company
specifically identifying the manner in which the Company believes the Holder
has not substantially performed his duties, (2) willful misconduct and/or
willful violation of Paragraph 11 of the Employment Agreement by the Holder
which is materially economically injurious to the Company and the Partnership
taken as a whole, (3) the willful violation by the Holder of the covenant not
to compete described in Paragraph 13 of the Employment Agreement, or (4)
conviction of, or plea of guilty to a felony. For purposes of this Paragraph
4(A), no act, or failure to act, on the Holder's part shall be considered
"willful" unless done, or omitted to be done, by him (i) not in good faith
and (ii) without reasonable belief that his action or omission was in
furtherance of the interests of the Company.

(B) CERTAIN ADJUSTMENTS. In the event of any change in the Common Stock
by reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares, or any rights
offering to purchase Common Stock at a price substantially below fair market
value, or of any similar change affecting the Common Stock, the number and
kind of shares subject to Warrants in and the purchase price per share
thereof shall be appropriately adjusted consistent with such change in such
manner as the Committee may deem equitable to prevent substantial dilution or
enlargement of the rights granted to, or available for, the Holders
hereunder. Any adjustment of a Warrant pursuant to this Section 4(B) shall
be made only to the extent not constituting a "modification" within the
meaning of Section 424(h)(3) of the Internal Revenue Code of 1986, as amended
from time to time, unless the holder of such Warrant shall agree otherwise.
The Committee shall give notice to each Holder of any adjustment made
pursuant to this Section 4(B) and, upon notice, such adjustment shall be
effective and binding for all purposes under this Warrant.

(C) SUCCESSOR COMPANY. The obligations of the Company under this
Warrant shall be binding upon any successor Company or organization resulting
from the merger, consolidation

7
<PAGE>

or other reorganization of the Company, or upon any successor Company or
organization succeeding to substantially all of the assets and business of
the Company. The Company agrees that it will make appropriate provision for
the preservation of Holders' rights under this Warrant in any agreement or
plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.

(D) NO CLAIM OR RIGHT. Nothing contained herein nor any action taken
hereunder shall be construed as giving any employee any right to be retained
in the employ of the Company.

(E) AWARDS NOT TREATED AS COMPENSATION UNDER BENEFIT PLANS. No Warrant
shall be considered as compensation under any employee benefit plan of the
Company, except as specifically provided in any such plan or as otherwise
determined by the Board of Directors.

(F) LISTING AND QUALIFICATION OF COMMON STOCK. The Company, in its
discretion, may postpone the issuance or delivery of Common Stock upon any
exercise of a Warrant until completion of such stock exchange listing or
other qualification of such shares under any state or federal law, rule or
regulation as the Company may consider appropriate, and may require any
Holder, Beneficiary or legal representative to make such representations and
furnish such information as it may consider reasonably appropriate in
connection with the issuance or delivery of the shares in compliance with
applicable laws, rules and regulations. The Company covenants, however, to
effect the listing of the Common Stock underlying the Warrants on the New
York Stock Exchange prior to December 1998.

(G) TAXES. The Company may make such provisions and take such steps as
it may deem necessary or appropriate for the withholding of all federal,
state and local taxes required by law to be withheld with respect to Warrants
exercised pursuant to this Agreement including, but not limited to (i)
deducting the amount required to be withheld from any other amount then or
thereafter payable to a Holder, Beneficiary or legal representative, and (ii)
requiring a Holder, Beneficiary or legal representative to pay to the Company
the amount required to be withheld as a condition of releasing Common Stock.
In addition, subject to such rules and regulations as the Committee shall
from time to time establish, Holders shall be permitted to satisfy federal,
state and local taxes, if any, imposed upon the issuance of Common Stock at a
rate up to such Holder's maximum marginal tax rate with respect to each such
tax by (i) irrevocably electing to have the Company deduct from the number of
shares Common Stock otherwise deliverable upon exercise of a Warrant such
number of shares of Common Stock as shall have a value equal to the amount of
tax to be withheld, (ii) delivering to the Company such portion of the Common
Stock delivered upon exercise of the Warrant as shall have a value equal to
the amount of tax to be withheld, or (iii) delivering to the Company such
Common Stock or combination of Common Stock and cash as shall have a value
equal to the amount of tax to be withheld.

8
<PAGE>

Beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be
effective unless received by the Committee prior to the Holder's death, and
in no event shall it be effective as of a date prior to such receipt.

(I) PAYMENTS TO PERSONS OTHER THAN A HOLDER. If the Committee shall
find that any person to whom any amount is payable under this Warrant is
unable to care for his affairs because of illness or accident, or is a minor,
or has died, then any payment due to such person or his estate (unless a
prior claim therefor has been made by a duly appointed legal representative),
may, if the Committee so directs the Company, be paid to his spouse, a child,
a relative, an institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient on behalf
of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Committee and the Company therefor.

(J) GENERAL CREDITOR STATUS. Holders shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to
aid it in meeting its obligations hereunder. Nothing contained herein, and no
action taken pursuant hereto, shall create or be construed to create a trust
of any kind, or a fiduciary relationship between the Company and any Holder,
Beneficiary, legal representative or any other person. To the extent that
any person acquires a right to receive payments from the Company hereunder,
such right shall be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall
be established and no segregation of assets shall be made to assure payment
of such amounts except as expressly set forth herein; PROVIDED, HOWEVER, that
in its sole discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created hereunder to deliver
Common Stock or pay cash; PROVIDED, FURTHER, HOWEVER, that, unless the
Committee otherwise determines with the consent of the affected Holder, the
existence of such trusts or other arrangements shall be consistent with the
"unfunded" status of the Employee Stock Option Plan of Cali Realty
Corporation.

(K) NO LIABILITY OF COMMITTEE MEMBERS. The Holder of this Warrant
agrees that no member of the Committee shall be personally liable by reason
of any contract or other instrument executed by such member or on his behalf
in his capacity as a member of the Committee nor for any mistake of judgment
made in good faith.

Section 5. COVENANT TO RESERVE SHARES OF COMMON STOCK.

The Company covenants and agrees that it will at all times reserve and
set apart and have, free from preemptive rights, a number of shares of
authorized but unissued Common Stock, or other stock or securities
deliverable pursuant to this Warrant, sufficient to enable it at any time to
fulfill all its obligations hereunder.

Section 6. NOTICES.

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<PAGE>

In the event that:

(a) the Company proposes to pay any dividend payable in (of any
class or classes) or any obligations or stock convertible into or
exchangeable for shares of Common Stock upon its Common Stock or make
any distribution (other than ordinary cash dividends) to the holders of
its Common Stock,

(b) the Company proposes to grant to the holders of its Common
Stock generally any rights or Warrants (excluding any Warrants granted
to any employee, director, officer, contractor or consultant of the
Company pursuant to any plan approved by the Board of Directors of the
Company),

(d) the Company proposes to consolidate with, or merge into, any
other Company or to transfer its property as an entirety or
substantially as an entirety, or

(e) the Company proposes to effect the liquidation, dissolution or
winding up of the Company,

then the Company shall cause notice of any such intended action to be given to
the holder of this Warrant not less than 30 days before the date on which the
transfer books of the Company shall close or a record shall be taken for such
stock dividend, distribution or granting of rights or Warrants, or the date when
such capital reorganization, reclassification, consolidation, merger, transfer,
liquidation, dissolution or winding up shall be effective, as the case may be.

Any notice or other document required or permitted to be given or
delivered to the holder of this Warrant shall be delivered by facsimile
transmission, reliable courier or first-class mail postage prepaid to the
Holder at the last address shown on the books of the Company maintained for
the registry and transfer of this Warrant. Any notice or other document
required or permitted to be given or delivered to holders of record of Common
Stock issued pursuant to this Warrant shall be delivered by facsimile,
reliable courier or first-class mail postage prepaid to Holder at Holder's
address as the same appears on the stock records of the Company. Any notice
or other document required or permitted to be given or delivered to the
Company shall be delivered by facsimile transmission, reliable courier or
first-class mail postage prepaid to the principal office of the Company in
Cranford, New Jersey, or delivered to the office of one of the Company's
executive officers at such address, or such other address as shall have been
furnished by the Company to the holders of record of such Warrants and the
holders of record of such Common Stock.

Section 7. LIMITATION OF LIABILITY; NOT SHAREHOLDERS.

No provision of this Warrant shall be construed as conferring upon the
Holder the right to vote or to consent or to receive dividends or to receive
notice as a shareholder in respect of

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<PAGE>

meetings of shareholders for the election of directors of the Company or any
other matter whatsoever as shareholders of the Company. No provision hereof,
in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of
the Holder, shall give rise to any liability of Holder for the purchase price
or as a shareholder of the Company, whether such liability is asserted by the
Company, creditors of the Company or others.

Section 8. LOSS, DESTRUCTION, ETC., OF WARRANT.

Upon receipt of evidence satisfactory to the Company of the loss, theft,
mutilation or destruction of any Warrant, and in the case of any such loss,
theft or destruction upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the Company, or in the event of
such mutilation upon surrender and cancellation of such Warrant, the Company
will make and deliver a new Warrant, of like tenor, in lieu of such lost,
stolen, destroyed or mutilated Warrant. Any Warrant issued under the
provisions of this Section 8 in lieu of any Warrant alleged to be lost,
destroyed or stolen, or of any mutilated Warrant, shall constitute an
original contractual obligation on the part of the Company.

Section 9. REGISTRATION RIGHTS.

As used in this Section 9, the term "Registrable Stock" shall mean (i)
all shares of Common Stock that may be issued upon exercise of this Warrant
(and all shares of Common Stock that may thereafter be issued in respect of
such Warrant) that is from time to time outstanding.

References in this Warrant to rules, regulations and forms promulgated
by the Securities and Exchange Commission shall include rules, regulations
and forms succeeding to the functions thereof, whether or not bearing the
same designation.

The rights and obligations of the Company and the Holder with respect to
the Registrable Stock are set forth in a Registration Rights Agreement, dated
December 11, 1997, between the Company, the Holder and the other signatories
thereto, and shall supersede any registration rights and obligations of the
Company and the Holder existing prior to the date hereof with respect to the
Registrable Stock.

Section 10. AMENDMENTS.

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<PAGE>

holders of the Mack Warrants that are exercisable for a number of shares of
Common Stock that represent in the aggregate at least a majority of the total
number of shares of Common Stock for which all of the Mack Warrants are then
exercisable (whether or not the holder of this Warrant consents).

Section 11. GOVERNING LAW AND CONSENT TO JURISDICTION.

This Warrant shall be governed by the laws of the State of New York
without regard to its conflict of laws principles or rules. This Warrant
shall be deemed to have been executed and delivered at and shall be deemed to
have been made in New York, New York.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its duly authorized officer.

Dated: December , 1997

CALI REALTY CORPORATION

By:
----------------------
Name:
Title:

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<PAGE>

EXERCISE NOTIC

The undersigned, the Holder, hereby elects to exercise purchase rights
represented by such Warrant for, and to purchase thereunder, ____________
shares of the Common Stock covered by such Warrant and herewith makes payment
in full therefor of $_________ cash and/or by cancellation of $__________ of
indebtedness of the Company to the Holder hereof and requests that, subject
to the terms and conditions of the Warrant, certificates for such shares (and
any securities or property deliverable upon such exercise) be issued in the
name of and delivered to ______________________ whose address is
_______________________________________, and whose social security or
employer identification number is ____________.

The undersigned agrees that, in the absence of an effective registration
statement with respect to Common Stock issued upon this exercise, the
undersigned is acquiring such Common Stock for the Holder's own account and
not as a nominee for any other party, for investment and not with a view to
distribution thereof and that the certificate or certificates representing
such Common Stock may bear a legend substantially as follows:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE
SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE
COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF
COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY,
THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

In addition, the undersigned agrees that, in the absence of an effective
registration statement with respect to Common Stock issued upon this
exercise, stop transfer instructions will be entered on the Company's stock
transfer records with respect to Common Stock issued upon this exercise.

Dated: ------------------------------
Signature guaranteed:

<PAGE>
Exhibit 10.107

NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE LAWS AND NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 2 OF THIS
WARRANT.

WARRANT
to Purchase Common Stock of
MACK-CALI REALTY CORPORATION
Expiring December 12, 2007

This Warrant certifies that James Mertz, or his registered and permitted
assigns (the "Holder"), is entitled to, subject to the terms set forth below,
subscribe for and purchase from Mack-Cali Realty Corporation (formerly Cali
Realty Corporation), a Maryland corporation (the "Company"), One Hundred
Twenty Five Thousand (125,000) duly authorized, validly issued, fully paid
and nonassessable shares of the Company's common stock, $.01 par value per
share (the common stock, including any stock into which it may be changed,
reclassified, or converted, and as it may be adjusted pursuant to Section
4(B) below, is herein referred to as the "Common Stock"). This Warrant is
one of a class of Warrants (the "Mack Warrants") of the Company issued to
purchase an aggregate of Five Hundred Fourteen Thousand Nine Hundred and
Seventy-Six (514,976) shares of Common Stock pursuant to the Contribution and
Exchange Agreement dated September 18, 1997 by and between the Company,
Mack-Cali Realty, L.P. (formerly Cali Realty, L.P.), a Delaware limited
partnership, the Mack Contributors (as defined therein) and the Mack Entities
(as defined therein), as amended by that certain First Amendment dated as of
December 11, 1997.

This Warrant is subject to the following provisions, terms and conditions:

Section 1. EXERCISE OF WARRANT.

To exercise this Warrant in whole or in part, the Holder shall deliver to
the Company at its principal office in Cranford, New Jersey, (a) a written
notice, in substantially the form of the Exercise Notice appearing at the end of
this Warrant, of the Holder's election to exercise this Warrant, which notice
shall specify the number of shares of Common Stock to be purchased, (b) cash or
a certified check payable to the Company, or such other consideration as
determined in accordance with Section 2(D) below, in an amount equal to the
aggregate purchase price of the number of shares of Common Stock being
purchased, and (c) this Warrant. The Company shall as promptly as practicable,
and in any event within 15 days thereafter, execute and deliver or cause to be
executed and delivered, in accordance with such notice, a stock certificate or
certificates representing the aggregate number of shares of Common Stock
specified in such notice. The stock certificate or certificates so delivered
shall be in such denominations as may be specified in such notice and shall be
issued in the name of the Holder or, subject to Sections 2(E) and (F) and
Sections 4(H) and (I) below, such other name as shall be designated in such
notice. Such stock certificate or certificates shall be deemed to have been
issued and the Holder or any other person so designated to be named therein
shall be deemed for all purposes to have become a holder of record of such
shares immediately prior to the close of business on the date such

<PAGE>

notice is received by the Company as aforesaid. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said stock
certificate or certificates, deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the remaining shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical to
this Warrant, or, at the request of the Holder, appropriate notation may be made
on this Warrant and the same returned to the Holder. The Company shall pay all
expenses, taxes and other charges payable in connection with the preparation,
issue and delivery of such stock certificates and new Warrants, except that, in
case such stock certificates or new Warrants shall be registered in a name or
names other than the name of the Holder, funds sufficient to pay all stock
transfer taxes that are payable upon the issuance of such stock certificates or
new Warrants shall be paid by the Holder at the time of delivering the notice of
exercise mentioned above.

All shares of Common Stock issued upon the exercise of this Warrant shall
be validly issued, fully paid and nonassessable and, if the Common Stock is then
listed on a national securities exchange or quoted on an automated quotation
system, shall be duly listed or quoted thereon.

The Company shall not be required upon any exercise of this Warrant to
issue a certificate representing any fraction of a share of Common Stock, but,
in lieu thereof, shall pay to the Holder cash in an amount equal to a
corresponding fraction (calculated to the nearest 1/100 of a share) of the
purchase price of one share of Common Stock as of the date of receipt by the
Company of notice of exercise of this Warrant.

Section 2. TERMS AND CONDITIONS OF WARRANTS.

(A) EXERCISE PERIOD. Each Warrant shall vest in five equal installments
(subject to acceleration in accordance with the terms of this Warrant), with
one-fifth of such Warrant vesting on December 31, 1997, one-fifth vesting on
December 31, 1998, one-fifth vesting on December 31, 1999, one-fifth vesting on
December 31, 2000, and one-fifth vesting December 31, 2001, and shall expire at
5:00 p.m., New York City time, on December 12, 2007, or in connection with the
Holder's earlier termination of employment with the Mack-Cali Texas Property,
L.P., the Company or any affiliate of them (the "Employer") as provided in
paragraph 2(E) below (the "Expiration Date").

(B) PURCHASE PRICE. The purchase price per share of Common Stock shall be
equal to the fair market value of the Common Stock on the date hereof. For
purposes of this paragraph 2(B), "fair market value" means the closing price as
quoted on the New York Stock Exchange at the end of the last business day
preceding the date hereof as reported in the New York edition of THE WALL STREET
JOURNAL. It is agreed that such purchase price is $38.75 per share.

(C) EXERCISE OF WARRANT. No part of any Warrant may be exercised at the
time of vesting unless the Holder shall have remained in the employ of the
Employer for such period as to which such portion of the Warrant has vested,
except as otherwise provided in paragraph 2(E) below.

2
<PAGE>

(D) PAYMENT OF PURCHASE PRICE UPON EXERCISE. Subject to the terms of
Section 2(F) hereof, the purchase price of the Common Stock as to which a
Warrant is exercised shall be paid to the Company at the time of exercise either
in cash or in such other consideration as the Executive Compensation Committee
of the Board of Directors of the Company (the "Board of Directors") or such
other committee that the Board of Directors may appoint to administer the
Warrants (the "Committee"), deems appropriate, including, but not limited to,
loans from the Employer or a third party, Common Stock already owned by the
Holder having a total fair market value, as determined by the Committee, equal
to the purchase price, or a combination of cash and Common Stock having a total
fair market value, as so determined, equal to the purchase price. The Committee
in its sole discretion may also provide that the purchase price may be paid by
delivering a properly executed exercise notice in a form approved by the
Committee, together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of applicable sale or loan proceeds to pay the
purchase price.

(E) EXERCISE IN THE EVENT OF DEATH, DISABILITY, RETIREMENT OR OTHER
TERMINATION OF EMPLOYMENT, OR CHANGE IN CONTROL.

(1) DEATH OR DISABILITY. If a Holder's employment with the Employer
shall terminate because of his death or due to Disability (as defined
below), the Committee may, in its sole discretion, accelerate in whole or
in part, any or all Warrants which the Holder shall not then have been
entitled to exercise. If a Holder shall die (i) while an employee of the
Employer, or (ii) within twelve (12) months after termination of his
employment with the Employer due to Disability, such Holder's Warrants may
be exercised, to the extent that such Holder shall have been entitled to do
so on the date of his death or termination of employment due to Disability
(including, without limitation, by acceleration or otherwise) by the
Holder's Beneficiary (as defined below) or by the person or persons to whom
the Holder's rights under the Warrants pass by will or applicable law, or
if no such person has such right, by his executors or administrators, at
any time, or from time to time, but not later than the Expiration Date or
one year after the Holder's death, whichever date is earlier. If a
Holder's employment with the Employer shall terminate due to Disability,
such Holder may exercise his Warrants, to the extent that such Holder shall
have been entitled to do so at the date of the termination of his
employment (including, without limitation, by acceleration or otherwise),
at any time, or from time to time, but not later than the Expiration Date
or one year after termination of employment due to Disability, whichever
date is earlier.

(2) CHANGE IN CONTROL. In the event of a Change in Control (as
defined below), the vesting of all Warrants which the Holder shall not then
have been entitled to exercise shall be accelerated concurrently with the
occurrence of the Change in Control and the Holder shall have the right to
exercise all such Warrants at any time or from time to time through the
Expiration Date.

(3) GOOD REASON. If a Holder terminates his employment for Good
Reason (as defined below), the Committee may, in its sole discretion,
accelerate in whole or in part, any or all Warrants which the Holder shall
not then have been entitled to exercise. If a

3
<PAGE>

Holder's employment with the Employer shall terminate for Good Reason, such
Holder may exercise his Warrants, to the extent that such Holder shall have
been entitled to do so at the date of the termination of his employment
(including, without limitation, by acceleration or otherwise), at any time,
or from time to time, but not later than the Expiration Date or ninety (90)
days after termination of employment, whichever date is earlier.

"Good Reason" shall mean (A) a reduction in the Holder's Annual Base
Salary (as defined in the Holder's employment agreement with the Employer
dated December 11, 1997 (the "Employment Agreement")) as in effect at the
time in question, or any other material failure by the to comply with
Paragraph 3 of the Employment Agreement; PROVIDED, HOWEVER, that in the
event Holder is not awarded a bonus or other discretionary payment or
discretionary award described in Paragraph 3 of the Employment Agreement,
it shall not be deemed a failure or (B) failure of the Employer to obtain
the assumption of the obligation to perform the Employment Agreement by any
successor as contemplated in Paragraph 9(a) of the Employment Agreement.

(4) Subject to Section 4(A) below, if a Holder's employment shall
terminate for any reason other than death, Disability, Good Reason or a
Change in Control (each as defined below) as aforesaid, all rights to
exercise his Warrant shall terminate at the Expiration Date or three (3)
months after termination of employment, whichever date is earlier;
PROVIDED, HOWEVER, that the Committee may, in its sole discretion, grant
new Warrants or modify outstanding Warrants to permit their exercise upon a
Holder's termination of employment due to retirement with the consent of
the Employer until the earlier of the Expiration Date or twelve (12) months
after termination of employment.

"Beneficiary" means the beneficiary or beneficiaries designated in
accordance with Section 4(H) to receive the amount, if any, payable under
the Warrant upon the death of a Holder.

"Change in Control" means that any of the following events has
occurred:

(i) any "person" or "group" of persons, as such terms are used in
Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), other than any employee benefit
plan sponsored by the Company, becomes the "beneficial owner",
as such term is used in Section 13 of the Exchange Act, of
thirty percent (30%) or more of the Common Stock of the
Company issued and outstanding immediately prior to such
acquisition;

(ii) any Common Stock of the Company is purchased pursuant to a
tender or exchange offer other than an offer by the Company;
or

(iii) the dissolution or liquidation of the Company or the
consummation of any merger or consolidation of the
Company or any sale or other

4
<PAGE>

disposition of all or substantially all of its assets, if the
shareholders of the Company immediately before such
transaction own, immediately after consummation of such
transaction, equity securities (other than options and other
rights to acquire equity securities) possessing less than
thirty percent (30%) of the voting power of the surviving or
acquiring Company.

PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, no
Change in Control shall be deemed to have occurred and no rights arising
upon a Change in Control described in Section 2(E) shall exist unless the
Board of Directors directs to the contrary by resolution adopted prior to
the Change in Control. Any resolution of the Board of Directors adopted in
accordance with the provisions of this Section directing that this Section
2(E) or any of such Section become ineffective may be rescinded or
countermanded at any time with or without retroactive effect by such Board.

"Disability" means the determination by the Employer, upon the advice
of an independent qualified physician, reasonably acceptable to the Holder,
that the Holder has become physically or mentally incapable of performing
his duties under his Employment Agreement and such disability has disabled
the Holder for a cumulative period of one hundred eighty (180) days within
a twelve (12) month period.

(F) REPURCHASE RIGHT. In the event of termination of the Holder's
employment as a result of either (i) death or Disability, (ii) termination by
the Employer for any reason other than Cause or (iii) termination by the Holder
of his employment for Good Reason, the Holder shall be entitled, at the option
of the Holder, his estate or his personal representative, within ninety (90)
days (one (1) year in the case of termination as a result of the Holder's death
or Disability) of the date of such termination, to require the Company (upon
written notice delivered within one hundred eighty (180) days following the date
of termination) to repurchase all or any portion of the Holder's vested Warrants
at a price equal to the difference between the repurchase fair market value (as
defined below) of the shares of Common Stock for which the Warrants to be
repurchased are exercisable and the exercise price of such Warrant as of the
date of the Holder's termination of employment. For purposes of this paragraph
2(F), "repurchase fair market value" means the average of the closing price on
the New York Stock Exchange of the Common Stock on each of the trading days
within the thirty (30) days immediately preceding the date of termination of the
Holder's employment.

(G) TRANSFERABILITY AND EXERCISE OF WARRANTS. Subject to the provisions
of any registration rights agreement entered into in connection with the
registration of shares of Common Stock underlying the Mack Warrants, no Warrant
shall be transferable other than by will or by the laws of descent and
distribution. During the lifetime of the Holder, a Warrant shall be exercisable
only by the Holder. This Warrant shall be exercisable or convertible (a) only
under circumstances such that the issue of Common Stock issuable upon such
exercise or conversion is exempt from the requirements of registration under the
Securities Act of 1933, as amended (the "1933 Act"), and any applicable state
securities law or (b) upon registration of such Common Stock in compliance
therewith; PROVIDED, HOWEVER, that the foregoing shall not apply if

5
<PAGE>

this Warrant is exercised by the original Holder hereof. This Warrant shall be
transferable only under circumstances such that the transfer is exempt from the
requirements of registration under the 1933 Act and any applicable state
securities law. By acceptance hereof, the Holder agrees to comply with such
laws.

(H) INVESTMENT REPRESENTATION. The Holder, by acceptance hereof, (i)
hereby represents that he is an "Accredited Investor" under Rule 501(a) of
Regulation D promulgated under Section 4(2) of the 1933 Act, and (ii)
acknowledges that this Warrant and, to the extent not registered under the 1933
Act, any Common Stock purchased or acquired pursuant hereto is being or will be
acquired solely for the Holder's own account and not as a nominee for any other
party, and with a current investment intent and not with a view to distribution
thereof. The Holder (or any person acting under Sections 2(E), (F) or (G)
above) shall deliver to the Company, at the time of any exercise of a Warrant or
portion thereof, a written representation that the shares to be acquired upon
such exercise are to be acquired for investment and not for resale or with a
view to the distribution thereof, and, if applicable, that he is the original
Holder of this Warrant. Delivery of such representation prior to the delivery
of any Common Stock issued upon exercise of a Warrant and prior to the
expiration of the Warrant period shall be a condition precedent to the right of
the Holder or such other person to purchase any Common Stock. In the event
certificates for Common Stock are delivered upon the exercise of a Warrant with
respect to which such an investment representation has been obtained, the
Company may cause a legend or legends to be placed on such certificates to make
appropriate reference to such representations and to restrict transfer in the
absence of compliance with applicable federal or state securities laws.

Section 3. TRANSFER, DIVISION AND COMBINATION.

The Company agrees to maintain at its principal office in Cranford, New
Jersey, books for the registration and transfer of this Warrant, and, subject to
the provisions of Section 2(G) hereof, this Warrant and all rights hereunder are
transferable, in whole or in part, on such books at such office, upon surrender
of this Warrant at such office, together with a written assignment of this
Warrant duly executed by the Holder or his agent or attorney and funds
sufficient to pay any stock transfer taxes payable upon the making of such
transfer. Upon such surrender and payment, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees and
in the denominations specified in such instrument of assignment, and this
Warrant shall promptly be canceled. A Warrant may be exercised by a new holder
for the purchase of shares of Common Stock without having a new Warrant issued.
All of the provisions of this Section 3 are subject to the provisions of
Sections 2(E), (F) and (G) above.

Section 4. GENERAL PROVISIONS

(A) TERMINATION FOR CAUSE. Notwithstanding anything herein contained to
the contrary, if a Holder's employment is terminated for Cause, all Warrants, to
the extent not vested on the date of termination, shall be forfeited. "Cause"
shall mean (1) the willful and continued failure by the Holder to substantially
perform his duties under his Employment Agreement (other than any such failure
resulting from the Holder's incapacity due to physical or mental illness) for a
period of thirty

6
<PAGE>

(30) days after written demand for substantial performance is delivered by the
Employer specifically identifying the manner in which the Employer believes the
Holder has not substantially performed his duties, (2) willful misconduct by the
Holder which is materially injurious to the Employer or its affiliates,
monetarily or otherwise, or (3) the willful violation by the Holder of the
provisions of any covenant not to compete or breach of confidential information
described in Paragraphs 5 and 7 of the Employment Agreement. For purposes of
this Paragraph 4(A), no act, or failure to act, on the Holder's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in
furtherance of the interests of the Employer or (D) conviction of, or plea of
guilty to a felony.

(B) CERTAIN ADJUSTMENTS. In the event of any change in the Common Stock by
reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares, or any rights
offering to purchase Common Stock at a price substantially below fair market
value, or of any similar change affecting the Common Stock, the number and kind
of shares subject to Warrants in and the purchase price per share thereof shall
be appropriately adjusted consistent with such change in such manner as the
Committee may deem equitable to prevent substantial dilution or enlargement of
the rights granted to, or available for, the Holders hereunder. Any adjustment
of a Warrant pursuant to this Section 4(B) shall be made only to the extent not
constituting a "modification" within the meaning of Section 424(h)(3) of the
Internal Revenue Code of 1986, as amended from time to time, unless the holder
of such Warrant shall agree otherwise. The Committee shall give notice to each
Holder of any adjustment made pursuant to this Section 4(B) and, upon notice,
such adjustment shall be effective and binding for all purposes under this
Warrant.

(C) SUCCESSOR COMPANY. The obligations of the Company under this Warrant
shall be binding upon any successor Company or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor Company or organization succeeding to substantially all of the assets
and business of the Company. The Company agrees that it will make appropriate
provision for the preservation of Holders' rights under this Warrant in any
agreement or plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.

(D) NO CLAIM OR RIGHT. Nothing contained herein nor any action taken
hereunder shall be construed as giving any employee any right to be retained in
the employ of the Company.

(E) AWARDS NOT TREATED AS COMPENSATION UNDER BENEFIT PLANS. No Warrant
shall be considered as compensation under any employee benefit plan of the
Employer or the Company, except as specifically provided in any such plan or as
otherwise determined by the Board of Directors.

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<PAGE>

Holder, Beneficiary or legal representative to make such representations and
furnish such information as it may consider reasonably appropriate in connection
with the issuance or delivery of the shares in compliance with applicable laws,
rules and regulations. The Company covenants, however, to effect the listing of
the Common Stock underlying the Warrants on the New York Stock Exchange prior to
December 1998.

(G) TAXES. The Company may make such provisions and take such steps as it
may deem necessary or appropriate for the withholding of all federal, state and
local taxes required by law to be withheld with respect to Warrants exercised
pursuant to this Agreement including, but not limited to (i) deducting the
amount required to be withheld from any other amount then or thereafter payable
to a Holder, Beneficiary or legal representative, and (ii) requiring a Holder,
Beneficiary or legal representative to pay to the Company the amount required to
be withheld as a condition of releasing Common Stock. In addition, subject to
such rules and regulations as the Committee shall from time to time establish,
Holders shall be permitted to satisfy federal, state and local taxes, if any,
imposed upon the issuance of Common Stock at a rate up to such Holder's maximum
marginal tax rate with respect to each such tax by (i) irrevocably electing to
have the Company deduct from the number of shares Common Stock otherwise
deliverable upon exercise of a Warrant such number of shares of Common Stock as
shall have a value equal to the amount of tax to be withheld, (ii) delivering to
the Company such portion of the Common Stock delivered upon exercise of the
Warrant as shall have a value equal to the amount of tax to be withheld, or
(iii) delivering to the Company such Common Stock or combination of Common Stock
and cash as shall have a value equal to the amount of tax to be withheld.

(H) DESIGNATION AND CHANGE OF BENEFICIARY. Each Holder shall file with
the Committee a written designation of one or more persons as the Beneficiary
who shall be entitled to receive the amount, if any, payable under this Warrant
upon his death. A Holder may, from time to time, revoke or change his
Beneficiary designation without the consent of any prior Beneficiary by filing a
new designation with the Committee. The last such designation received by the
Committee shall be controlling; PROVIDED, HOWEVER, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Holder's death, and in no event shall it be effective as
of a date prior to such receipt.

(I) PAYMENTS TO PERSONS OTHER THAN A HOLDER. If the Committee shall find
that any person to whom any amount is payable under this Warrant is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative), may, if the Committee
so directs the Company, be paid to his spouse, a child, a relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge
of the liability of the Committee and the Company therefor.

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<PAGE>

strued to create a trust of any kind, or a fiduciary relationship between the
Company and any Holder, Beneficiary, legal representative or any other person.
To the extent that any person acquires a right to receive payments from the
Company hereunder, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be
paid from the general funds of the Company and no special or separate fund shall
be established and no segregation of assets shall be made to assure payment of
such amounts except as expressly set forth herein; PROVIDED, HOWEVER, that in
its sole discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created hereunder to deliver Common Stock
or pay cash; PROVIDED, FURTHER, HOWEVER, that, unless the Committee otherwise
determines with the consent of the affected Holder, the existence of such trusts
or other arrangements shall be consistent with the "unfunded" status of the
Employee Stock Option Plan of Cali Realty Corporation.

(K) NO LIABILITY OF COMMITTEE MEMBERS. The Holder of this Warrant agrees
that no member of the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on his behalf in his
capacity as a member of the Committee nor for any mistake of judgment made in
good faith.

Section 5. COVENANT TO RESERVE SHARES OF COMMON STOCK.

The Company covenants and agrees that it will at all times reserve and set
apart and have, free from preemptive rights, a number of shares of authorized
but unissued Common Stock, or other stock or securities deliverable pursuant to
this Warrant, sufficient to enable it at any time to fulfill all its obligations
hereunder.

Section 6. NOTICES.

In the event that:

(a) the Company proposes to pay any dividend payable in stock (of
any class or classes) or any obligations or stock convertible into or
exchangeable for shares of Common Stock upon its Common Stock or make any
distribution (other than ordinary cash dividends) to the holders of its
Common Stock,

(b) the Company proposes to grant to the holders of its Common
Stock generally any rights or Warrants (excluding any Warrants granted to
any employee, director, officer, contractor or consultant of the Company
pursuant to any plan approved by the Board of Directors of the Company),

(d) the Company proposes to consolidate with, or merge into, any
other Company or to transfer its property as an entirety or substantially
as an entirety, or

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<PAGE>

(e) the Company proposes to effect the liquidation, dissolution or
winding up of the Company,

then the Company shall cause notice of any such intended action to be given to
the holder of this Warrant not less than 30 days before the date on which the
transfer books of the Company shall close or a record shall be taken for such
stock dividend, distribution or granting of rights or Warrants, or the date when
such capital reorganization, reclassification, consolidation, merger, transfer,
liquidation, dissolution or winding up shall be effective, as the case may be.

Any notice or other document required or permitted to be given or delivered
to the holder of this Warrant shall be delivered by facsimile transmission,
reliable courier or first-class mail postage prepaid to the Holder at the last
address shown on the books of the Company maintained for the registry and
transfer of this Warrant. Any notice or other document required or permitted to
be given or delivered to holders of record of Common Stock issued pursuant to
this Warrant shall be delivered by facsimile, reliable courier or first-class
mail postage prepaid to Holder at Holder's address as the same appears on the
stock records of the Company. Any notice or other document required or
permitted to be given or delivered to the Company shall be delivered by
facsimile transmission, reliable courier or first-class mail postage prepaid to
the principal office of the Company in Cranford, New Jersey, or delivered to the
office of one of the Company's executive officers at such address, or such other
address as shall have been furnished by the Company to the holders of record of
such Warrants and the holders of record of such Common Stock.

Section 7. LIMITATION OF LIABILITY; NOT SHAREHOLDERS.

No provision of this Warrant shall be construed as conferring upon the
Holder the right to vote or to consent or to receive dividends or to receive
notice as a shareholder in respect of meetings of shareholders for the election
of directors of the Company or any other matter whatsoever as shareholders of
the Company. No provision hereof, in the absence of affirmative action by the
Holder to purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of Holder
for the purchase price or as a shareholder of the Company, whether such
liability is asserted by the Company, creditors of the Company or others.

Section 8. LOSS, DESTRUCTION, ETC., OF WARRANT.

Upon receipt of evidence satisfactory to the Company of the loss, theft,
mutilation or destruction of any Warrant, and in the case of any such loss,
theft or destruction upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the Company, or in the event of
such mutilation upon surrender and cancellation of such Warrant, the Company
will make and deliver a new Warrant, of like tenor, in lieu of such lost,
stolen, destroyed or mutilated Warrant. Any Warrant issued under the provisions
of this Section 8 in lieu of any Warrant alleged to be lost, destroyed or
stolen, or of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company.

10
<PAGE>

Section 9. REGISTRATION RIGHTS.

As used in this Section 9, the term "Registrable Stock" shall mean (i)
all shares of Common Stock that may be issued upon exercise of this Warrant (and
all shares of Common Stock that may thereafter be issued in respect of such
Warrant) that is from time to time outstanding.

References in this Warrant to rules, regulations and forms promulgated
by the Securities and Exchange Commission shall include rules, regulations and
forms succeeding to the functions thereof, whether or not bearing the same
designation.

The rights and obligations of the Company and the Holder with respect
to the Registrable Stock are set forth in a Registration Rights Agreement, dated
December 11, 1997, between the Company, the Holder and the other signatories
thereto, and shall supersede any registration rights and obligations of the
Company and the Holder existing prior to the date hereof with respect to the
Registrable Stock.

Section 10. AMENDMENTS.

Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally or in writing, provided that any term of this
Warrant may be amended or the observance of such term may be waived (either
generally or in a particular instance and either retroactively or prospectively)
with, but only with, the written consent of the Company and the holders of the
Mack Warrants that are exercisable for a number of shares of Common Stock that
represent in the aggregate at least a majority of the total number of shares of
Common Stock for which all of the Mack Warrants are then exercisable (whether or
not the holder of this Warrant consents).

Section 11. GOVERNING LAW AND CONSENT TO JURISDICTION.

This Warrant shall be governed by the laws of the State of New York without
regard to its conflict of laws principles or rules. This Warrant shall be
deemed to have been executed and delivered at and shall be deemed to have been
made in New York, New York.

Any legal action, suit or proceeding arising out of or relating to this
Warrant may only be instituted in any federal court of the Southern District of
New York or any state court located in New York County, State of New York, and
the Company agrees not to assert, by way of motion, as a defense or otherwise,
in any action, suit or proceeding, any claim that it is not subject personally
to the jurisdiction of such courts, that the action, suit or proceeding if
brought in such courts, would be an inconvenient forum, that the venue of the
action, suit or proceeding, if brought in any of such courts, is improper or
that this Agreement or the subject matter may not be enforced in or by such
courts on jurisdictional grounds.

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<PAGE>

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<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name by its duly authorized officer.

Dated: December , 1997

CALI REALTY CORPORATION

By:
----------------------------
Name:
Title:

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<PAGE>

EXERCISE NOTICE

The undersigned, the Holder, hereby elects to exercise purchase rights
represented by such Warrant for, and to purchase thereunder, ____________ shares
of the Common Stock covered by such Warrant and herewith makes payment in full
therefor of $_________ cash and/or by cancellation of $__________ of
indebtedness of the Company to the Holder hereof and requests that, subject to
the terms and conditions of the Warrant, certificates for such shares (and any
securities or property deliverable upon such exercise) be issued in the name of
and delivered to ______________________ whose address is
_______________________________________, and whose social security or employer
identification number is ____________.

The undersigned agrees that, in the absence of an effective registration
statement with respect to Common Stock issued upon this exercise, the
undersigned is acquiring such Common Stock for the Holder's own account and not
as a nominee for any other party, for investment and not with a view to
distribution thereof and that the certificate or certificates representing such
Common Stock may bear a legend substantially as follows:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD
PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION
UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF
COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY,
THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

In addition, the undersigned agrees that, in the absence of an effective
registration statement with respect to Common Stock issued upon this exercise,
stop transfer instructions will be entered on the Company's stock transfer
records with respect to Common Stock issued upon this exercise.

Dated: ------------------------------
Signature guaranteed:

<PAGE>
Exhibit 10.108

WARRANT
to Purchase Common Stock of
MACK-CALI REALTY CORPORATION
Expiring December 12, 2007

This Warrant certifies that James Clabby, or his registered and permitted
assigns (the "Holder"), is entitled to, subject to the terms set forth below,
subscribe for and purchase from Mack-Cali Realty Corporation (formerly Cali
Realty Corporation), a Maryland corporation (the "Company"), Fifty Thousand
(50,000) duly authorized, validly issued, fully paid and nonassessable shares
of the Company's common stock, $.01 par value per share (the common stock,
including any stock into which it may be changed, reclassified, or converted,
and as it may be adjusted pursuant to Section 4(B) below, is herein referred
to as the "Common Stock"). This Warrant is one of a class of Warrants (the
"Mack Warrants") of the Company issued to purchase an aggregate of Five
Hundred Fourteen Thousand Nine Hundred and Seventy-Six (514,976) shares of
Common Stock pursuant to the Contribution and Exchange Agreement dated
September 18, 1997 by and between the Company, Mack-Cali Realty, L.P.
(formerly Cali Realty, L.P.), a Delaware limited partnership, the Mack
Contributors (as defined therein) and the Mack Entities (as defined therein),
as amended by that certain First Amendment dated as of December 11, 1997.

This Warrant is subject to the following provisions, terms and conditions:

Section 1. Exercise of Warrant.

To exercise this Warrant in whole or in part, the Holder shall deliver to
the Company at its principal office in Cranford, New Jersey, (a) a written
notice, in substantially the form of the Exercise Notice appearing at the end
of this Warrant, of the Holder's election to exercise this Warrant, which
notice shall specify the number of shares of Common Stock to be purchased,
(b) cash or a certified check payable to the Company, or such other
consideration as determined in accordance with Section 2(D) below, in an
amount equal to the aggregate purchase price of the number of shares of
Common Stock being purchased, and (c) this Warrant. The Company shall as
promptly as practicable, and in any event within 15 days thereafter, execute
and deliver or cause to be executed and delivered, in accordance with such
notice, a stock certificate or certificates representing the aggregate number
of shares of Common Stock specified in such notice. The stock certificate or
certificates so delivered shall be in such denominations as may be specified
in such notice and shall be issued in the name of the Holder or, subject to
Sections 2(E) and (F) and Sections 4(H) and (I) below, such other name as
shall be designated in such notice. Such stock certificate or certificates
shall be deemed to have been issued and the Holder or any other person so
designated to be named therein shall be deemed for all purposes to have
become a holder of record of such shares immediately prior to the close of
business on the date such

<PAGE>

notice is received by the Company as aforesaid. If this Warrant shall have
been exercised only in part, the Company shall, at the time of delivery of
said stock certificate or certificates, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the remaining shares of
Common Stock called for by this Warrant, which new Warrant shall in all other
respects be identical to this Warrant, or, at the request of the Holder,
appropriate notation may be made on this Warrant and the same returned to the
Holder. The Company shall pay all expenses, taxes and other charges payable
in connection with the preparation, issue and delivery of such stock
certificates and new Warrants, except that, in case such stock certificates
or new Warrants shall be registered in a name or names other than the name of
the Holder, funds sufficient to pay all stock transfer taxes that are payable
upon the issuance of such stock certificates or new Warrants shall be paid by
the Holder at the time of delivering the notice of exercise mentioned above.

Section 2. Terms and Conditions of Warrants.

(A) Exercise Period. Each Warrant shall vest in five equal installments
(subject to acceleration in accordance with the terms of this Warrant), with
one-fifth of such Warrant vesting on December 31, 1997, one-fifth vesting on
December 31, 1998, one-fifth vesting on December 31, 1999, one-fifth vesting
on December 31, 2000, and one-fifth vesting on December 31, 2001, and shall
expire at 5:00 p.m., New York City time, on December 12, 2007, or in
connection with the Holder's earlier termination of employment with the
Mack-Cali Texas Property, L.P. , the Company or any affiliate of them (the
"Employer") as provided in paragraph 2(E) below (the "Expiration Date").

(B) Purchase Price. The purchase price per share of Common Stock shall
be equal to the fair market value of the Common Stock on the date hereof.
For purposes of this paragraph 2(B), "fair market value" means the closing
price as quoted on the New York Stock Exchange at the end of the last
business day preceding the date hereof as reported in the New York edition of
The Wall Street Journal. It is agreed that such purchase price is $38.75 per
share.

(C) Exercise of Warrant. No part of any Warrant may be exercised at the
time of vesting unless the Holder shall have remained in the employ of the
Employer for such period as to which such portion of the Warrant has vested,
except as otherwise provided in paragraph 2(E) below.

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<PAGE>

(D) Payment of Purchase Price upon Exercise. Subject to the terms
of Section 2(F) hereof, the purchase price of the Common Stock as to which a
Warrant is exercised shall be paid to the Company at the time of exercise
either in cash or in such other consideration as the Executive Compensation
Committee of the Board of Directors of the Company (the "Board of Directors")
or such other committee that the Board of Directors may appoint to administer
the Warrants (the "Committee"), deems appropriate, including, but not limited
to, loans from the Employer or a third party, Common Stock already owned by
the Holder having a total fair market value, as determined by the Committee,
equal to the purchase price, or a combination of cash and Common Stock having
a total fair market value, as so determined, equal to the purchase price. The
Committee in its sole discretion may also provide that the purchase price may
be paid by delivering a properly executed exercise notice in a form approved
by the Committee, together with irrevocable instructions to a broker to
promptly deliver to the Company the amount of applicable sale or loan
proceeds to pay the purchase price.

(E) Exercise in the Event of Death, Disability, Retirement or Other
Termination of Employment, or Change in Control.

(1) Death or Disability. If a Holder's employment with the Employer
shall terminate because of his death or due to Disability (as defined
below), the Committee may, in its sole discretion, accelerate in whole or
in part, any or all Warrants which the Holder shall not then have been
entitled to exercise. If a Holder shall die (i) while an employee of the
Employer, or (ii) within twelve (12) months after termination of his
employment with the Employer due to Disability, such Holder's Warrants may
be exercised, to the extent that such Holder shall have been entitled to do
so on the date of his death or termination of employment due to Disability
(including, without limitation, by acceleration or otherwise) by the
Holder's Beneficiary (as defined below) or by the person or persons to whom
the Holder's rights under the Warrants pass by will or applicable law, or
if no such person has such right, by his executors or administrators, at
any time, or from time to time, but not later than the Expiration Date or
one year after the Holder's death, whichever date is earlier. If a
Holder's employment with the Employer shall terminate due to Disability,
such Holder may exercise his Warrants, to the extent that such Holder shall
have been entitled to do so at the date of the termination of his
employment (including, without limitation, by acceleration or otherwise),
at any time, or from time to time, but not later than the Expiration Date
or one year after termination of employment due to Disability, whichever
date is earlier.

(2) Change in Control. In the event of a Change in Control (as
defined below), the vesting of all Warrants which the Holder shall not then
have been entitled to exercise shall be accelerated concurrently with the
occurrence of the Change in Control and the Holder shall have the right to
exercise all such Warrants at any time or from time to time through the
Expiration Date.

(3) Good Reason. If a Holder terminates his employment for Good
Reason (as defined below), the Committee may, in its sole discretion,
accelerate in whole or in part, any or all Warrants which the Holder shall
not then have been entitled to exercise. If a

3
<PAGE>

"Good Reason" shall mean (A) a reduction in the Holder's Annual Base
Salary (as defined in the Holder's employment agreement with the Employer
dated December 11, 1997 (the "Employment Agreement")) as in effect at the
time in question, or any other material failure by the to comply with
Paragraph 3 of the Employment Agreement; provided, however, that in the
event Holder is not awarded a bonus or other discretionary payment or
discretionary award described in Paragraph 3 of the Employment Agreement,
it shall not be deemed a failure or (B) failure of the Employer to obtain
the assumption of the obligation to perform the Employment Agreement by any
successor as contemplated in Paragraph 9(a) of the Employment Agreement.

(4) Subject to Section 4(A) below, if a Holder's employment shall
terminate for any reason other than death, Disability, Good Reason or a
Change in Control (each as defined below) as aforesaid, all rights to
exercise his Warrant shall terminate at the Expiration Date or three (3)
months after termination of employment, whichever date is earlier;
provided, however, that the Committee may, in its sole discretion, grant
new Warrants or modify outstanding Warrants to permit their exercise upon a
Holder's termination of employment due to retirement with the consent of
the Employer until the earlier of the Expiration Date or twelve (12) months
after termination of employment.

"Beneficiary" means the beneficiary or beneficiaries designated in
accordance with Section 4(H) to receive the amount, if any, payable under
the Warrant upon the death of a Holder.

"Change in Control" means that any of the following events has
occurred:

(i) any "person" or "group" of persons, as such terms are used in
Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), other than any employee benefit
plan sponsored by the Company, becomes the "beneficial owner",
as such term is used in Section 13 of the Exchange Act, of
thirty percent (30%) or more of the Common Stock of the Company
issued and outstanding immediately prior to such acquisition;

(ii) any Common Stock of the Company is purchased pursuant to a
tender or exchange offer other than an offer by the Company; or

(iii) the dissolution or liquidation of the Company or the
consummation of any merger or consolidation of the Company or
any sale or other

4
<PAGE>

disposition of all or substantially all of its assets, if the
shareholders of the Company immediately before such transaction
own, immediately after consummation of such transaction, equity
securities (other than options and other rights to acquire equity
securities) possessing less than thirty percent (30%) of the
voting power of the surviving or acquiring Company.

provided, however, that notwithstanding anything herein to the contrary, no
Change in Control shall be deemed to have occurred and no rights arising
upon a Change in Control described in Section 2(E) shall exist unless the
Board of Directors directs to the contrary by resolution adopted prior to
the Change in Control. Any resolution of the Board of Directors adopted in
accordance with the provisions of this Section directing that this Section
2(E) or any of such Section become ineffective may be rescinded or
countermanded at any time with or without retroactive effect by such Board.

(F) Repurchase Right. In the event of termination of the Holder's
employment as a result of either (i) death or Disability, (ii) termination by
the Employer for any reason other than Cause or (iii) termination by the Holder
of his employment for Good Reason, the Holder shall be entitled, at the option
of the Holder, his estate or his personal representative, within ninety (90)
days (one (1) year in the case of termination as a result of the Holder's death
or Disability) of the date of such termination, to require the Company (upon
written notice delivered within one hundred eighty (180) days following the date
of termination) to repurchase all or any portion of the Holder's vested Warrants
at a price equal to the difference between the repurchase fair market value (as
defined below) of the shares of Common Stock for which the Warrants to be
repurchased are exercisable and the exercise price of such Warrant as of the
date of the Holder's termination of employment. For purposes of this paragraph
2(F), "repurchase fair market value" means the average of the closing price on
the New York Stock Exchange of the Common Stock on each of the trading days
within the thirty (30) days immediately preceding the date of termination of the
Holder's employment.

(G) Transferability and Exercise of Warrants. Subject to the provisions
of any registration rights agreement entered into in connection with the
registration of shares of Common Stock underlying the Mack Warrants, no Warrant
shall be transferable other than by will or by the laws of descent and
distribution. During the lifetime of the Holder, a Warrant shall be exercisable
only by the Holder. This Warrant shall be exercisable or convertible (a) only
under circumstances such that the issue of Common Stock issuable upon such
exercise or conversion is exempt from the requirements of registration under the
Securities Act of 1933, as amended (the "1933 Act"), and any applicable state
securities law or (b) upon registration of such Common Stock in compliance
therewith; provided, however, that the foregoing shall not apply if

5
<PAGE>

this Warrant is exercised by the original Holder hereof. This Warrant shall
be transferable only under circumstances such that the transfer is exempt
from the requirements of registration under the 1933 Act and any applicable
state securities law. By acceptance hereof, the Holder agrees to comply with
such laws.

(H) Investment Representation. The Holder, by acceptance hereof, (i)
hereby represents that he is an "Accredited Investor" under Rule 501(a) of
Regulation D promulgated under Section 4(2) of the 1933 Act, and (ii)
acknowledges that this Warrant and, to the extent not registered under the 1933
Act, any Common Stock purchased or acquired pursuant hereto is being or will be
acquired solely for the Holder's own account and not as a nominee for any other
party, and with a current investment intent and not with a view to distribution
thereof. The Holder (or any person acting under Sections 2(E), (F) or (G)
above) shall deliver to the Company, at the time of any exercise of a Warrant or
portion thereof, a written representation that the shares to be acquired upon
such exercise are to be acquired for investment and not for resale or with a
view to the distribution thereof, and, if applicable, that he is the original
Holder of this Warrant. Delivery of such representation prior to the delivery
of any Common Stock issued upon exercise of a Warrant and prior to the
expiration of the Warrant period shall be a condition precedent to the right of
the Holder or such other person to purchase any Common Stock. In the event
certificates for Common Stock are delivered upon the exercise of a Warrant with
respect to which such an investment representation has been obtained, the
Company may cause a legend or legends to be placed on such certificates to make
appropriate reference to such representations and to restrict transfer in the
absence of compliance with applicable federal or state securities laws.

Section 3. Transfer, Division and Combination.

The Company agrees to maintain at its principal office in Cranford, New
Jersey, books for the registration and transfer of this Warrant, and, subject to
the provisions of Section 2(G) hereof, this Warrant and all rights hereunder are
transferable, in whole or in part, on such books at such office, upon surrender
of this Warrant at such office, together with a written assignment of this
Warrant duly executed by the Holder or his agent or attorney and funds
sufficient to pay any stock transfer taxes payable upon the making of such
transfer. Upon such surrender and payment, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees and
in the denominations specified in such instrument of assignment, and this
Warrant shall promptly be canceled. A Warrant may be exercised by a new holder
for the purchase of shares of Common Stock without having a new Warrant issued.
All of the provisions of this Section 3 are subject to the provisions of
Sections 2(E), (F) and (G) above.

Section 4. General Provisions

(A) Termination for Cause. Notwithstanding anything herein contained to
the contrary, if a Holder's employment is terminated for Cause, all Warrants, to
the extent not vested on the date of termination, shall be forfeited. "Cause"
shall mean (1) the willful and continued failure by the Holder to substantially
perform his duties under his Employment Agreement (other than any such failure
resulting from the Holder's incapacity due to physical or mental illness) for a
period of thirty

6
<PAGE>

(30) days after written demand for substantial performance is delivered by
the Employer specifically identifying the manner in which the Employer
believes the Holder has not substantially performed his duties, (2) willful
misconduct by the Holder which is materially injurious to the Employer or its
affiliates, monetarily or otherwise, or (3) the willful violation by the
Holder of the provisions of any covenant not to compete or breach of
confidential information described in Paragraphs 5 and 7 of the Employment
Agreement. For purposes of this Paragraph 4(A), no act, or failure to act,
on the Holder's part shall be considered "willful" unless done, or omitted to
be done, by him not in good faith and without reasonable belief that his
action or omission was in furtherance of the interests of the Employer or (D)
conviction of, or plea of guilty to a felony.

(B) Certain Adjustments. In the event of any change in the Common
Stock by reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares, or any rights
offering to purchase Common Stock at a price substantially below fair market
value, or of any similar change affecting the Common Stock, the number and kind
of shares subject to Warrants in and the purchase price per share thereof shall
be appropriately adjusted consistent with such change in such manner as the
Committee may deem equitable to prevent substantial dilution or enlargement of
the rights granted to, or available for, the Holders hereunder. Any adjustment
of a Warrant pursuant to this Section 4(B) shall be made only to the extent not
constituting a "modification" within the meaning of Section 424(h)(3) of the
Internal Revenue Code of 1986, as amended from time to time, unless the holder
of such Warrant shall agree otherwise. The Committee shall give notice to each
Holder of any adjustment made pursuant to this Section 4(B) and, upon notice,
such adjustment shall be effective and binding for all purposes under this
Warrant.

(C) Successor Company. The obligations of the Company under this Warrant
shall be binding upon any successor Company or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor Company or organization succeeding to substantially all of the assets
and business of the Company. The Company agrees that it will make appropriate
provision for the preservation of Holders' rights under this Warrant in any
agreement or plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.

(D) No Claim or Right. Nothing contained herein nor any action taken
hereunder shall be construed as giving any employee any right to be retained in
the employ of the Company.

(E) Awards Not Treated as Compensation Under Benefit Plans. No Warrant
shall be considered as compensation under any employee benefit plan of the
Employer or the Company, except as specifically provided in any such plan or as
otherwise determined by the Board of Directors.

(F) Listing and Qualification of Common Stock. The Company, in its
discretion, may postpone the issuance or delivery of Common Stock upon any
exercise of a Warrant until completion of such stock exchange listing or other
qualification of such shares under any state or federal law, rule or regulation
as the Company may consider appropriate, and may require any

7
<PAGE>

Holder, Beneficiary or legal representative to make such representations and
furnish such information as it may consider reasonably appropriate in
connection with the issuance or delivery of the shares in compliance with
applicable laws, rules and regulations. The Company covenants, however, to
effect the listing of the Common Stock underlying the Warrants on the New
York Stock Exchange prior to December 1998.

(G) Taxes. The Company may make such provisions and take such steps as it
may deem necessary or appropriate for the withholding of all federal, state and
local taxes required by law to be withheld with respect to Warrants exercised
pursuant to this Agreement including, but not limited to (i) deducting the
amount required to be withheld from any other amount then or thereafter payable
to a Holder, Beneficiary or legal representative, and (ii) requiring a Holder,
Beneficiary or legal representative to pay to the Company the amount required to
be withheld as a condition of releasing Common Stock. In addition, subject to
such rules and regulations as the Committee shall from time to time establish,
Holders shall be permitted to satisfy federal, state and local taxes, if any,
imposed upon the issuance of Common Stock at a rate up to such Holder's maximum
marginal tax rate with respect to each such tax by (i) irrevocably electing to
have the Company deduct from the number of shares Common Stock otherwise
deliverable upon exercise of a Warrant such number of shares of Common Stock as
shall have a value equal to the amount of tax to be withheld, (ii) delivering to
the Company such portion of the Common Stock delivered upon exercise of the
Warrant as shall have a value equal to the amount of tax to be withheld, or
(iii) delivering to the Company such Common Stock or combination of Common Stock
and cash as shall have a value equal to the amount of tax to be withheld.

(H) Designation and Change of Beneficiary. Each Holder shall file with
the Committee a written designation of one or more persons as the Beneficiary
who shall be entitled to receive the amount, if any, payable under this Warrant
upon his death. A Holder may, from time to time, revoke or change his
Beneficiary designation without the consent of any prior Beneficiary by filing a
new designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Holder's death, and in no event shall it be effective as
of a date prior to such receipt.

(I) Payments to Persons Other Than A Holder. If the Committee shall find
that any person to whom any amount is payable under this Warrant is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative), may, if the Committee
so directs the Company, be paid to his spouse, a child, a relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge
of the liability of the Committee and the Company therefor.

(J) General Creditor Status. Holders shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations hereunder. Nothing contained herein, and no action
taken pursuant hereto, shall create or be construed

8
<PAGE>

to create a trust of any kind, or a fiduciary relationship between the
Company and any Holder, Beneficiary, legal representative or any other
person. To the extent that any person acquires a right to receive payments
from the Company hereunder, such right shall be no greater than the right of
an unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the Company and no special
or separate fund shall be established and no segregation of assets shall be
made to assure payment of such amounts except as expressly set forth herein;
provided, however, that in its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the obligations created
hereunder to deliver Common Stock or pay cash; provided, further, however,
that, unless the Committee otherwise determines with the consent of the
affected Holder, the existence of such trusts or other arrangements shall be
consistent with the "unfunded" status of the Employee Stock Option Plan of
Cali Realty Corporation.

(K) No Liability of Committee Members. The Holder of this Warrant agrees
that no member of the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on his behalf in his
capacity as a member of the Committee nor for any mistake of judgment made in
good faith.

Section 5. Covenant to Reserve Shares of Common Stock.

The Company covenants and agrees that it will at all times reserve and set
apart and have, free from preemptive rights, a number of shares of authorized
but unissued Common Stock, or other stock or securities deliverable pursuant to
this Warrant, sufficient to enable it at any time to fulfill all its obligations
hereunder.

Section 6. Notices.

In the event that:

(a) the Company proposes to pay any dividend payable in stock (of any
class or classes) or any obligations or stock convertible into or
exchangeable for shares of Common Stock upon its Common Stock or make any
distribution (other than ordinary cash dividends) to the holders of its
Common Stock,

(b) the Company proposes to grant to the holders of its Common Stock
generally any rights or Warrants (excluding any Warrants granted to any
employee, director, officer, contractor or consultant of the Company
pursuant to any plan approved by the Board of Directors of the Company),

(d) the Company proposes to consolidate with, or merge into, any
other Company or to transfer its property as an entirety or substantially
as an entirety, or

9
<PAGE>

(e) the Company proposes to effect the liquidation, dissolution or
winding up of the Company,

then the Company shall cause notice of any such intended action to be given to
the holder of this Warrant not less than 30 days before the date on which the
transfer books of the Company shall close or a record shall be taken for such
stock dividend, distribution or granting of rights or Warrants, or the date when
such capital reorganization, reclassification, consolidation, merger, transfer,
liquidation, dissolution or winding up shall be effective, as the case may be.

Any notice or other document required or permitted to be given or delivered
to the holder of this Warrant shall be delivered by facsimile transmission,
reliable courier or first-class mail postage prepaid to the Holder at the last
address shown on the books of the Company maintained for the registry and
transfer of this Warrant. Any notice or other document required or permitted to
be given or delivered to holders of record of Common Stock issued pursuant to
this Warrant shall be delivered by facsimile, reliable courier or first-class
mail postage prepaid to Holder at Holder's address as the same appears on the
stock records of the Company. Any notice or other document required or
permitted to be given or delivered to the Company shall be delivered by
facsimile transmission, reliable courier or first-class mail postage prepaid to
the principal office of the Company in Cranford, New Jersey, or delivered to the
office of one of the Company's executive officers at such address, or such other
address as shall have been furnished by the Company to the holders of record of
such Warrants and the holders of record of such Common Stock.

Section 7. Limitation of Liability; Not Shareholders.

Section 8. Loss, Destruction, etc., of Warrant.

Upon receipt of evidence satisfactory to the Company of the loss, theft,
mutilation or destruction of any Warrant, and in the case of any such loss,
theft or destruction upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the Company, or in the event of
such mutilation upon surrender and cancellation of such Warrant, the Company
will make and deliver a new Warrant, of like tenor, in lieu of such lost,
stolen, destroyed or mutilated Warrant. Any Warrant issued under the provisions
of this Section 8 in lieu of any Warrant alleged to be lost, destroyed or
stolen, or of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company.

10
<PAGE>

Section 9. Registration Rights.

As used in this Section 9, the term "Registrable Stock" shall mean (i)
all shares of Common Stock that may be issued upon exercise of this Warrant (and
all shares of Common Stock that may thereafter be issued in respect of such
Warrant) that is from time to time outstanding.

References in this Warrant to rules, regulations and forms promulgated
by the Securities and Exchange Commission shall include rules, regulations and
forms succeeding to the functions thereof, whether or not bearing the same
designation.

The rights and obligations of the Company and the Holder with respect
to the Registrable Stock are set forth in a Registration Rights Agreement, dated
December 11, 1997, between the Company, the Holder and the other signatories
thereto, and shall supersede any registration rights and obligations of the
Company and the Holder existing prior to the date hereof with respect to the
Registrable Stock.

Section 10. Amendments.

Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally or in writing, provided that any term of this
Warrant may be amended or the observance of such term may be waived (either
generally or in a particular instance and either retroactively or prospectively)
with, but only with, the written consent of the Company and the holders of the
Mack Warrants that are exercisable for a number of shares of Common Stock that
represent in the aggregate at least a majority of the total number of shares of
Common Stock for which all of the Mack Warrants are then exercisable (whether or
not the holder of this Warrant consents).

Section 11. Governing Law and Consent to Jurisdiction.

This Warrant shall be governed by the laws of the State of New York without
regard to its conflict of laws principles or rules. This Warrant shall be
deemed to have been executed and delivered at and shall be deemed to have been
made in New York, New York.

Any legal action, suit or proceeding arising out of or relating to this
Warrant may only be instituted in any federal court of the Southern District of
New York or any state court located in New York County, State of New York, and
the Company agrees not to assert, by way of motion, as a defense or otherwise,
in any action, suit or proceeding, any claim that it is not subject personally
to the jurisdiction of such courts, that the action, suit or proceeding if
brought in such courts, would be an inconvenient forum, that the venue of the
action, suit or proceeding, if brought in any of such courts, is improper or
that this Agreement or the subject matter may not be enforced in or by such
courts on jurisdictional grounds.

11
<PAGE>

12
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name by its duly authorized officer.

Dated: December , 1997
---

CALI REALTY CORPORATION

By:
---------------------------
Name:
Title:

13
<PAGE>

EXERCISE NOTICE

The undersigned, the Holder, hereby elects to exercise purchase rights
represented by such Warrant for, and to purchase thereunder, ____________ shares
of the Common Stock covered by such Warrant and herewith makes payment in full
therefor of $_________ cash and/or by cancellation of $__________ of
indebtedness of the Company to the Holder hereof and requests that, subject to
the terms and conditions of the Warrant, certificates for such shares (and any
securities or property deliverable upon such exercise) be issued in the name of
and delivered to ______________________ whose address is
_______________________________________, and whose social security or employer
identification number is ____________.

The undersigned agrees that, in the absence of an effective registration
statement with respect to Common Stock issued upon this exercise, the
undersigned is acquiring such Common Stock for the Holder's own account and not
as a nominee for any other party, for investment and not with a view to
distribution thereof and that the certificate or certificates representing such
Common Stock may bear a legend substantially as follows:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD
PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION
UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF
COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY,
THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

In addition, the undersigned agrees that, in the absence of an effective
registration statement with respect to Common Stock issued upon this exercise,
stop transfer instructions will be entered on the Company's stock transfer
records with respect to Common Stock issued upon this exercise.

Dated:
----------------------------
Signature guaranteed:

<PAGE>

Exhibit 10.109

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
December 11, 1997, is by and among MACK-CALI REALTY CORPORATION, a Maryland
corporation (the "Company"), and the persons and entities listed on Schedule I
attached hereto and made a part hereof (such individuals and entities,
collectively the "Investors" and each individually an "Investor").

W I T N E S S E T H:

WHEREAS, pursuant to a Contribution and Exchange Agreement, dated
September 18, 1997, by and between the Company, Mack-Cali Realty, L.P., a
Delaware limited partnership (the "Operating Partnership"), the Mack
Contributors (as defined therein) ("MC"), the Mack Entities (as defined therein)
("ME") and Patriot American Leasing and Management Corporation, ("PALMC", and
together with MC and ME, collectively, "MACK"), as amended by the First
Amendment, dated as of December 11, 1997 (as amended, the "Contribution
Agreement") MACK, the Company and the Operating Partnership have agreed to
combine their respective properties and related assets and, in consideration
therefor, the Operating Partnership will issue to certain of the Mack
Contributors and Mack Entities (i) common units of limited partner interests
(the "Mack Units") in the Operating Partnership, (ii) preferred units of limited
partner interests (the "Preferred Units") in the Operating Partnership, (iii)
warrants to purchase additional Mack Units (the "Unit Warrants"), and (iv)
warrants to purchase common stock ("Common Stock") of the Company, par value
$.01 per share (the "Stock Warrants"; and together with the Mack Units, the
Preferred Units and the Unit Warrants, collectively, "Cali Securities");

WHEREAS, the Preferred Units will be redeemable for Mack Units;

WHEREAS, the Mack Units (whether issued pursuant to the terms of the
Contribution Agreement or pursuant to the exercise of the Unit Warrants) will be
redeemable for unregistered shares of Common Stock;

WHEREAS, the Stock Warrants are exercisable for unregistered shares of
Common Stock; and

WHEREAS, the Company has agreed to provide the Investors with certain
registration rights as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS. For purposes of this Agreement, capitalized terms used
herein shall

<PAGE>

have the meanings set forth in the preambles hereto and in this Section 1.

1.1 "Cali Group" shall mean those individuals and entities, other
than the Company, that received Units at the time of the initial public offering
of the Company.

1.2 "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

1.3 "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

1.4 "Holder" shall mean any registered holder, from time to time,
of Registrable Securities.

1.5 "Initiating Holders" shall mean any Holder or Holders who, in
the aggregate, are Holders of Registrable Securities representing at least
fifty-one percent (51%) of the Registrable Securities then outstanding, and who
initiate a request pursuant to Section 3.1 below for the registration of all or
part of such Holder or Holders' Registrable Securities.

1.6 "Person" shall mean any individual, firm, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind.

1.7 "Register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement with the
Commission in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement by the Commission.

1.8 "Registrable Securities" shall mean any of the following which
are held, or upon conversion would be held, by any Investor and its permitted
transferees pursuant to the terms of the Unit Warrants, the Stock Warrants or
under the partnership agreement governing the Operating Partnership or the
Contribution Agreement, in the case of the Mack Units and Preferred Units
("Permitted Transferees"): (a) shares of Common Stock issuable upon the
redemption of the Mack Units (including Mack Units received pursuant to the
redemption of Preferred Units or exercise of the Unit Warrants), which Mack
Units, Preferred Units or Unit Warrants are held by any Investor on the date
hereof and any such Mack Units, Preferred Units or Unit Warrants subsequently
transferred to an Investor's Permitted Transferees, (b) shares of Common Stock
issuable upon exercise of the Stock Warrants, (c) shares of Common Stock then
outstanding which were issued as, or upon the conversion or exercise of other
securities issued as, a dividend or other distribution with respect to or in
replacement of other Registrable Securities, (d) shares of Common Stock then
issuable upon the conversion or exercise of other securities which were issued
as a dividend or other distribution with respect to or in replacement of other
Registrable Securities, and (e) any equity securities of the Company issued or
issuable with respect to the securities referred to in clauses (a) through (d)
by way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization;
PROVIDED, HOWEVER, that any such Registrable Securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such securities

<PAGE>

shall have become effective under the Securities Act and such securities shall
have been disposed of in accordance with such registration statement, (ii) they
shall have been sold as permitted by Rule 144 (or any successor provision) under
the Securities Act, (iii) they shall be eligible for sale pursuant to Rule
144(k) (or any successor provision) under the Securities Act as confirmed in a
written opinion of counsel to the Company addressed to the Investor and its
Permitted Transferees, (iv) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration of them under the Securities Act, or (v) they
shall have ceased to be outstanding. For purposes of this Agreement, a Person
will be deemed to be a holder of Registrable Securities whenever such Person has
the unqualified right to acquire such Registrable Securities (by conversion,
redemption or otherwise, but disregarding any legal restrictions upon the
exercise of such right), whether or not such acquisition has actually been
effected.

1.9 "Registration Expenses" shall mean all expenses incurred by the
Company in compliance with this Agreement, excluding Selling Expenses but
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, and the fees and
expenses of one counsel for all Holders, all blue sky fees and expenses, and the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company, which shall
be paid in any event by the Company).

1.10 "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute enacted hereafter, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

1.11 "Selling Expenses" shall mean all underwriting discounts and
commissions applicable to the sale of Registrable Securities.

1.12 "1994 Registration Rights Agreement" shall mean that certain
Registration Rights Agreement dated as of August 31, 1994 by any among the
Company and the Cali Group.

1.13 "RM Registration Rights Agreement" shall mean that certain
Registration Rights Agreement dated as of January 31, 1997 by and among the
Company and the other signatories thereto.

2. COMPANY REGISTRATION.

2.1 At any time after April 30, 1999, if the Company shall
determine to register any of its shares of Common Stock or other securities
("Other Securities") issued by it having terms substantially similar to the
Common Stock, either for its own account or the account of a security holder or
holders exercising any demand registration rights, other than a registration
relating solely to employee benefit plans or a registration relating solely to a
Rule 145 (under the Securities Act) transaction, the Company will:

(a) promptly give to each Holder written notice thereof (which shall
include a list of the jurisdictions in which the Company intends to attempt
to qualify such securities

<PAGE>

under the applicable blue sky or other state securities laws); and

(b) include in such registration (and any related qualification under
blue sky laws or other compliance), and in any underwriting involved
therein, all the Registrable Securities specified in a written request or
requests made by any Holder within fifteen (15) days after receipt of the
written notice from the Company described in clause (a) above, except as
set forth in Section 2.3 below. Such written request may specify all or a
part of a Holder's Registrable Securities.

Notwithstanding the foregoing, the rights under this Section 2.1 shall not
apply to any Holder if the Company has not included in the shares to be
registered thereunder shares of stock held by any holder, other than the
Company.

2.2 UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 2.1(a). The right of any Holder to require registration
pursuant to this Section 2 shall be conditioned upon such Holder's participation
in such underwriting and the inclusion of such Holder's Registrable Securities
in the underwriting to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and any officers, directors or Other Shareholders (as defined below)
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected by the Company. "Other Shareholders" shall
mean Persons who, by virtue of their agreements with the Company, are entitled
to include their securities in such registration, which includes officers,
directors and Persons requesting registration under the 1994 Registration Rights
Agreement or the RM Registration Rights Agreement.

2.3 LIMITATIONS ON SHARES TO BE INCLUDED. With respect to Company
registrations, notwithstanding any other provision of this Section 2, if the
representative of the underwriters advises the Company in writing that marketing
factors require a limitation or elimination on the number of shares to be
underwritten, the representative may (subject to the allocation priority set
forth below) limit the number of Registrable Securities to be included in the
registration and underwriting. The Company shall so advise all Holders of
securities requesting registration, and the number of shares of securities that
are entitled to be included in the registration and underwriting shall be
allocated FIRST, to the Company for securities being sold for its own account or
to the security holder or holders exercising any demand registration rights on
such security holder or holders' account, and SECOND, among all such Holders
requesting registration hereunder or Other Shareholders requesting registration
pursuant to the exercise of piggyback registration rights, in each case in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities or other securities of the Company (the "Additional Shares") which
are held by such Holders or Other Shareholders which they had requested to be
included in such registration at the time of filing the registration statement.
If any Holder of Registrable Securities or any Other Shareholder disapproves of
the terms of any such underwriting, he may elect to withdraw therefrom by
written notice to the Company and the underwriter. The limitations contained in
this Section 2.3 shall not apply in any respect to Section 2.6 below.

<PAGE>

2.4 WITHDRAWAL FROM REGISTRATION. Any Holder requesting inclusion
of Registrable Securities pursuant to this Section 2 may, at any time prior to
the effective date of the registration statement relating to such registration,
revoke such request by delivering written notice of such revocation to the
Company; PROVIDED, HOWEVER, that if the Company, in consultation with its
financial and legal advisors, determines that such revocation would materially
delay the registration or otherwise require a recirculation of the prospectus
contained in the registration statement, then such Holder shall have no such
right to revoke its request. If the withdrawal of any Registrable Securities or
Additional Shares would allow, within the marketing limitations set forth above,
the inclusion in the underwriting of a greater number of shares of Registrable
Securities or Additional Shares, then, to the extent practicable and without
delaying the underwriting, the Company shall offer to the Holders and to the
Other Shareholders an opportunity to include additional shares of Registrable
Securities or Additional Shares, as the case may be, in the proportions and in
the priorities discussed in Section 2.3 above.

2.5 TERMINATION OR WITHDRAWAL BY COMPANY. The Company shall have
the right to terminate or withdraw any registration initiated by it under this
Section 2 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.

2.6 CERTAIN SHELF REGISTRATIONS. The foregoing notwithstanding, on
December 11, 1998 (the "Anniversary Date"), or as soon thereafter as is
reasonably practicable, the Company shall, at its expense, register the
Registrable Securities for resale, and, if necessary to permit their issuance to
an Investor or its permitted transferees, for initial issuance upon redemption
of Mack Units or exercise of the Stock Warrants, through a shelf registration
statement pursuant to Rule 415 under the Securities Act, which shelf
registration statement shall cover only the Registrable Securities. The Company
shall, at its expense, use its best efforts to maintain the effectiveness of
such registration statement until the earlier of (i) such time as when all of
the Registrable Securities have been disposed of or (ii) three (3) years after
the redemption or exercise, as the case may be, of all of the Mack Units and
Stock Warrants (including Mack Units received upon conversion of Preferred Units
or exercise of the Unit Warrants) into Common Stock. Notwithstanding anything
in this Section 2.6 to the contrary, if at the Anniversary Date the Company
determines, in the good faith judgment of the Board of Directors of the Company,
with the advice of counsel, that the filing of such shelf registration statement
would require the disclosure of non-public material information the disclosure
of which would have a material adverse effect on the Company or would otherwise
adversely affect a material financing, acquisition, disposition, merger or other
significant transaction, the Company shall deliver a certificate to such effect
signed by its President or any Vice President to the Holders and the Company
shall not be required to effect a registration pursuant to this Section 2.6
until the earlier of (A) three (3) days after the date upon which such material
information is disclosed to the public or ceases to be material or (B) 90 days
after the Company makes such good faith determination.

3. REQUESTED REGISTRATION.

3.1 REQUEST FOR REGISTRATION. At any time on or after April 30,
1999, if any Registrable Securities are outstanding and the Holders (and any
prior holder) have not yet had the opportunity to register such shares pursuant
to Section 2 above, including without limitation

<PAGE>

pursuant to Section 2.6 above, upon written notice from Initiating Holders
requesting that the Company effect any registration with respect to all or part
of the Registrable Securities held by such Initiating Holders, the Company shall
(a) promptly give written notice of the proposed registration to all other
Holders (the "Demand Registration Notice") and (b) as soon as practicable but
not later than sixty (60) days after receipt of the request from the Initiating
Holders, use its reasonable best efforts, as that phrase is commonly understood
to mean in registration rights agreements, and take all appropriate action to
effect such registration (including, without limitation, the execution of an
undertaking to file post-effective amendments, appropriate qualification under
the blue sky or other state securities laws requested by Initiating Holders and
appropriate compliance with applicable regulations issued under the Securities
Act) as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities of any Holder or Holders joining in such request as are specified in
a written request given within thirty (30) days after receipt of the Demand
Registration Notice; PROVIDED, HOWEVER, that:

(i) if, upon receipt of a registration request pursuant to this
Section 3, the Company is advised in writing by a nationally recognized
independent investment banking firm selected by the Company to act as lead
underwriter in connection with a public offering of securities by the
Company (a "Company Offering") that, in such firm's opinion, a registration
at the time and on the terms requested would materially adversely affect
such Company Offering that had been contemplated by the Company prior to
the notice by the Initiating Holders, the Company shall not be required to
effect a registration pursuant to this Section 3 until the earliest of (A)
three months after the completion of such Company Offering, (B) the
termination of any "black out" period, if any, required by the underwriters
to be applicable to any Holder who has requested to have any Registrable
Securities registered in connection with such registration, (C) promptly
after abandonment of such Company Offering or (D) four months after the
date of written notice from the Initiating Holders demanding registration
pursuant to this Section 3;

(ii) if, while a registration request is pending pursuant to this
Section 3, the Company determines, in the good faith judgment of the Board
of Directors of the Company, with the advice of counsel, that the filing of
a registration statement would require the disclosure of non-public
material information the disclosure of which would have a material adverse
effect on the Company or would otherwise adversely affect a material
financing, acquisition, disposition, merger or other significant
transaction, the Company shall deliver a certificate to such effect signed
by its President or any Vice President to the proposed selling Holders and
the Company shall not be required to effect a registration pursuant to this
Section 3 until the earlier of (A) three (3) days after the date upon which
such material information is disclosed to the public or ceases to be
material or (B) 90 days after the Company makes such good faith
determination; and

(iii) the provisions of this Section 3 shall not be applicable if a
Shelf Registration under Section 2.6 hereof is effective and available for
use (unless Holders desire to dispose of such shares pursuant to an
underwritten public offering as contemplated by Section 3.4 hereof, in
which case the rights granted under this Section 3.1 shall apply without
regard to whether or not such Holders had an opportunity to register such
shares

<PAGE>

pursuant to Section 2.6 above)

3.2 COMPANY SHARES TO BE INCLUDED. The registration statement
filed pursuant to the request of the Initiating Holders may, subject to the
provisions of Section 3.5 below, include securities of the Company being sold
for the account of the Company (the "Company Shares").

3.3 WITHDRAWAL OF REGISTRATION. If the Initiating Holders inform
the Company by written notice that they are withdrawing their registration
request made pursuant to Section 3.1 above and the Company decides to go forward
with such registration on its own behalf, then the Initiating Holders shall not
be required to pay any of the Company's out-of-pocket expenses. If the Company
elects not to go forward with such registration on its own behalf, the
Initiating Holders shall be required to pay the Company's out-of-pocket
expenses.

3.4 UNDERWRITING.

(a) If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
this Section 3 and the Company shall include such information in the Demand
Registration Notice, and such Demand Registration Notice shall also state that
any registration pursuant to this Section 3 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein and
subject to the limitations provided herein. A Holder may elect to include in
such underwriting all or a part of such Holder's Registrable Securities.

(b) The Company shall (together with all Holders proposing
to distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by a majority in
interest of the Initiating Holders.

3.5 LIMITATIONS ON SHARES TO BE INCLUDED. Notwithstanding any
other provision of this Section 3, if the representative of the underwriters
advises the Company or the Initiating Holders in writing that marketing factors
require a limitation on the number of shares to be underwritten or that the
inclusion of Company Shares may adversely affect the sale price (of the shares
to be registered) that may be obtained, Company Shares shall be excluded from
such registration to the extent so required by such limitation, and if a
limitation of the number of shares is still required, the number of shares that
may be included in the registration and underwriting shall be allocated among
all Holders in proportion, as nearly as practicable, to the respective amounts
of Registrable Securities which they have requested to be included in such
registration statement. If the Company or any Holder of Registrable Securities
who has requested inclusion in such registration as provided above disapproves
of the terms of any such underwriting, such Person may elect to withdraw such
Person's Registrable Securities or Company Shares therefrom by written notice to
the Company, the underwriter and the Initiating Holders. If the withdrawal of
any Registrable Securities or Company Shares would allow, within the marketing
limitations set forth above, the inclusion in the underwriting of a greater
number of

<PAGE>

shares of Registrable Securities, to the extent practicable and without delaying
the underwriting, the Company shall offer to the Holders an opportunity to
include additional shares of Registrable Securities.

4. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with the registration or qualification of, or compliance with, any
registration statement under Sections 2 and 3 of this Agreement shall be borne
by the Company. All Selling Expenses shall be borne pro rata by each Holder and
each Other Shareholder in accordance with the number of shares sold.

5. REGISTRATION PROCEDURES.

5.1 In the case of each registration to be effected by the Company
pursuant to this Agreement, the Company will keep each Holder advised in writing
as to the initiation of each registration and all amendments thereto and as to
the completion thereof, advise any such Holder, upon request, of the progress of
such proceedings, use its best efforts to effect the registration of any
Registrable Securities under the Securities Act, and will, at its expense:

(a) Prepare and file with the Commission a registration
statement covering such Registrable Securities and use its best efforts to cause
such registration statement to be declared effective by the Commission and to
keep such registration effective for a period of one hundred eighty (180) days
or until the Holder or Holders have completed the distribution described in the
registration statement relating thereto, whichever first occurs; PROVIDED,
HOWEVER, that the Company shall keep such registration effective for longer than
one hundred and eighty (180) days if the costs and expenses associated with such
extended registration are borne by the selling Holders; PROVIDED FURTHER,
HOWEVER, that the foregoing shall not apply to any registration statement filed
pursuant to Section 2.6 hereof.

(b) Prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by such registration
statement until such time as all of such Registrable Securities have been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof set forth in such registration statement;

(c) Furnish to each seller of Registrable Securities
covered by such registration statement and each Holder two conformed copies of
such registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies of the prospectus
contained in such registration statement (including each preliminary prospectus
and any summary prospectus) and any other prospectus filed under Rule 424 under
the Securities Act, in conformity with the requirements of the Securities Act,
and such other documents, as such seller or Holder, as the case may be, may
reasonably request;

(d) Promptly notify each seller of Registrable Securities
covered by such registration statement and each Holder at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of

<PAGE>

which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or incomplete in the light of the circumstances then existing,
and at the request of any such seller, prepare and furnish to such seller a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or incomplete
in the light of the circumstances then existing;

(e) Use its best efforts (i) to register or qualify all
Registrable Securities and other securities covered by such registration
statement under such other securities or blue sky laws of such states of the
United States of America where an exemption is not available and as the sellers
of Registrable Securities covered by such registration statement shall
reasonably request, (ii) to keep such registration or qualification in effect
for so long as such registration statement remains in effect and (iii) to take
any other action which may be reasonably necessary or advisable to enable such
sellers to consummate the disposition in such jurisdictions of the securities to
be sold by such sellers; PROVIDED, HOWEVER, that the Company shall not for any
such purpose be required to (x) qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not but for the requirements of
this clause (e) be obligated to be so qualified, (y) subject itself to taxation
in any such jurisdiction or (z) consent to general service of process in any
such jurisdiction;

(f) Use its best efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other federal or state governmental agencies or authorities as
may be necessary in the opinion of counsel to the Company and counsel to the
seller or sellers of Registrable Securities to enable the seller or sellers
thereof to consummate the disposition of such Registrable Securities;

(g) Use its best efforts to list all such Registrable
Securities registered in such registration on each securities exchange or
automated quotation system on which the Common Stock of the Company is then
listed;

(h) Provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration;

(i) Make available for inspection by any seller of
Registrable Securities and each Holder, any underwriter participating in any
disposition pursuant to such registration statement, and any attorney or
accountant retained by any such seller, Holder or underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors, employees and independent accountants
to supply all information reasonably requested by any such seller, Holder,
underwriter, attorney or accountant in connection with such registration
statement, which information shall be subject to reasonable restrictions
concerning confidentiality and non-disclosure;

(j) Furnish to each selling Holder upon request a signed
counterpart,

<PAGE>

addressed to the selling Holder, of

(iii) an opinion of counsel for the Company, dated the
effective date of the registration statement and in form reasonably
acceptable to the Company and such Holder, and

(iv) "comfort" letters signed by the Company's independent
public accountants who have examined and reported on the Company's
financial statements included in the registration statement, to the extent
permitted by the standards of the American Institute of Certified Public
Accountants,

in the case of (i) and (ii) covering substantially the same matters with respect
to the registration statement (and the prospectus included therein) and (in the
case of the accountants' "comfort" letters) with respect to events subsequent to
the date of the financial statements, as are customarily covered in opinions of
issuer's counsel and in accountants' "comfort" letters delivered to the
underwriters in underwritten public offerings of securities;

(k) Furnish to each selling Holder a copy of all
correspondence from or to the Commission in connection with any such offering;

(l) In the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any Registrable Securities included in such registration
statement for sale in any jurisdiction, the Company will use its reasonable best
efforts promptly to obtain the withdrawal of such order; and

(m) Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and, if required, make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months, but not more
than eighteen months, beginning with the first month after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

5.2 It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Agreement that the Holders proposing
to register Registrable Securities shall furnish to the Company such information
regarding them, the Registrable Securities held by them, and the intended method
of distribution of such Registrable Securities as the Company shall reasonably
request and as shall be required in connection with the action to be taken by
the Company.

5.3 In connection with the preparation and filing of each
registration statement under this Agreement, the Company will give the Holders
on whose behalf such Registrable Securities are to be registered and their
underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto, and will give each such Holder such
access to the Company's books and records and such opportunities to discuss the
business of the Company with its officers, its

<PAGE>

counsel and the independent public accountants who have certified the Company's
financial statements, as shall be necessary, in the opinion of such Holders or
such underwriters or their respective counsel, in order to conduct a reasonable
and diligent investigation within the meaning of the Securities Act. Without
limiting the foregoing, each registration statement, prospectus, amendment,
supplement or any other document filed with respect to a registration under this
Agreement shall be subject to review and reasonable approval by the Holders
registering Registrable Securities in such registration and by their counsel.

6. INDEMNIFICATION.

6.1 INDEMNIFICATION BY THE COMPANY. In the event of any
registration of any securities of the Company under the Securities Act, the
Company will indemnify and hold harmless each Holder, each of its officers,
directors, partners, employees, agents, attorneys and consultants and each
Person controlling such Holder, and each underwriter, if any, and each Person
who controls any underwriter, against all claims, losses, damages and
liabilities, joint and several (or actions, proceedings or settlements in
respect thereof) arising out of or based upon any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based upon any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance, and will reimburse each such Holder,
each of its officers, directors and partners, and each Person controlling such
Holder, each such underwriter and each Person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with
investigating and defending or settling any such claim, loss, damage, liability
or action; PROVIDED, HOWEVER, that the Company will not be liable in any such
case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission made in reliance
upon and based upon written information furnished to the Company by such Holder
or underwriter and expressly stated to be specifically for use therein.

6.2 INDEMNIFICATION BY THE HOLDERS. Each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
severally and not jointly, indemnify the Company, each of its directors and
officers and each underwriter, if any, of the Company's securities covered by
such a registration statement, each Person who controls the Company (other than
such Holder) or such underwriter within the meaning of the Securities Act and
the rules and regulations thereunder, each other such Holder and each of their
officers, directors and partners, and each Person controlling such Holder or
other stockholder, against all claims, losses, damages, expenses and liabilities
(or actions in respect thereof) arising out of or based upon any untrue
statement (or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document, or any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse the Company, each of its directors and officers, each underwriter
or control Person, each other Holder and each of their officers, directors and
partners and each Person controlling such Holder or other shareholder for

<PAGE>

any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Holder and expressly stated to be specifically for use therein;
PROVIDED, HOWEVER, that the liability of any such Holder under this Section 6.2
shall be limited to the amount of proceeds received by such Holder in the
offering giving rise to such liability.

6.3 NOTICES OF CLAIMS, PROCEDURES, ETC. Each party entitled to
indemnification under this Section 6 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom; PROVIDED,
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and the
Indemnified Party may participate in such defense at the Indemnified Party's
sole expense; PROVIDED, FURTHER, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 6 unless such failure is prejudicial to the
ability of the Indemnifying Party to defend such claim or action.
Notwithstanding the foregoing, such Indemnified Party shall have the right to
employ its own counsel in any such litigation, proceeding or other action if (i)
the employment of such counsel has been authorized by the Indemnifying Party, in
its sole and absolute discretion, or (ii) the named parties in any such claims
(including any impleaded parties) include any such Indemnified Party and the
Indemnified Party and the Indemnifying Party shall have been advised in writing
(in suitable detail) by counsel to the Indemnified Party either (A) that there
may be one or more legal defenses available to such Indemnified Party which are
different from or additional to those available to the Indemnifying Party, or
(B) that there is a conflict of interest by virtue of the Indemnified Party and
the Indemnifying Party having common counsel, in any of which events, the legal
fees and expenses of a single counsel for all Indemnified Parties with respect
to each such claim, defense thereof, or counterclaims thereto, shall be borne by
the Indemnifying Party. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement (x) which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation, or (y) which requires action other than the payment of money by the
Indemnifying Party. Each Indemnified Party shall cooperate to the extent
reasonably required and furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.

6.4 CONTRIBUTION. If the indemnification provided for in this
Section 6 shall for any reason be held by a court to be unavailable to an
Indemnified Party under Section 6.1 or 6.2 hereof in respect of any loss, claim,
damage or liability, or any action in respect thereof, then, in lieu of the
amount paid or payable under Section 6.1 or 6.2, the Indemnified Party and the
Indemnifying Party under Section 6.1 or 6.2 shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with

<PAGE>

investigating the same), (i) in such proportion as is appropriate to reflect the
relative fault of the Company and the prospective sellers of Registrable
Securities covered by the registration statement which resulted in such loss,
claim, damage or liability, or action or proceeding in respect thereof, with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action or proceeding in respect thereof, as well as any
other relevant equitable considerations or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as shall
be appropriate to reflect the relative benefits received by the Company and such
prospective sellers from the offering of the securities covered by such
registration statement; PROVIDED, that for purposes of this clause (ii), the
relative benefits received by the prospective sellers shall be deemed not to
exceed the amount of proceeds received by such prospective sellers. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. Such prospective sellers'
obligations to contribute as provided in this Section 6.4 are several in
proportion to the relative value of their respective Registrable Securities
covered by such registration statement and not joint. In addition, no Person
shall be obligated to contribute hereunder any amounts in payment for any
settlement of any action or claim effected without such Person's consent, which
consent shall not be unreasonably withheld.

7. INFORMATION BY HOLDER. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.

8. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The rights with
respect to any Registrable Securities to cause the Company to register such
securities granted to a Holder by the Company under this Agreement may be
transferred or assigned by a Holder, in whole or in part, to a transferee or
assignee of any Registrable Securities or any Mack Units, Preferred Units, Unit
Warrants or Stock Warrants which are convertible, exercisable or redeemable,
directly or indirectly, for Registrable Securities and, in such case, the
Company shall be given written notice stating the name and address of said
transferee or assignee and identifying the securities with respect to which such
registration rights are being transferred or assigned.

9. RULE 144 AND RULE 144A. The Company shall file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the Commission thereunder, and will take all actions
reasonably necessary to enable holders of Registrable Securities to sell such
securities without registration under the Securities Act within the limitation
of the provisions of (a) Rule 144 under the Securities Act, as such Rule may be
amended from time to time, (b) Rule 144A under the Securities Act, as such Rule
may be amended from time to time, if applicable or (c) any similar rules or
regulations hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.

10. SPECIFIC PERFORMANCE. Each holder of Registrable Securities, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Agreement. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of

<PAGE>

the provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

11. NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter into
any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement.
Without limiting the generality of the foregoing, the Company will not hereafter
enter into any agreement with respect to its securities which grants, or modify
any existing agreement with respect to its securities to grant, to the holder of
its securities in connection with an incidental registration of such securities
higher priority to the rights granted to the Holder under Section 2 of this
Agreement; PROVIDED, HOWEVER, the Company shall be entitled to enter into an
agreement which grants, or modify any existing agreement with respect to its
securities to grant, to the holder of its securities in connection with an
incidental registration of such securities equal priority to the rights granted
to the Holders under Section 2 of this Agreement.

12. BENEFITS OF AGREEMENT: SUCCESSORS AND ASSIGNS. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns, legal representatives and heirs; this
Agreement does not create, and shall not be construed as creating, any rights
enforceable by any other Person.

13. COMPLETE AGREEMENT. This Agreement constitutes the complete
understanding among the parties with respect to its subject matter and
supersedes all existing agreements and understandings, whether oral or written,
among them. No alteration or modification of any provisions of this Agreement
shall be valid unless made in writing and signed by a majority in interest of
the Holders.

14. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

15. NOTICES. All notices, offers, acceptances and other communications
required or permitted to be given or to otherwise be made to any party to this
Agreement shall be deemed to be sufficient if contained in a written instrument
delivered by hand, first class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, if to the Corporation, to it at Cali Realty Corporation, 11 Commerce
Drive, Cranford, New Jersey 07016, Attention: Thomas A. Rizk, Esq., with a copy
to Pryor, Cashman, Sherman & Flynn, 410 Park Avenue, New York, New York 10022,
Attention: Jonathan A. Bernstein, Esq., and if to any Holder, to the address of
such Holder as set forth in the stock transfer books of the Corporation.

All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and the
next business day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery. Any party may change the address to
which each such notice or communication shall be sent by giving written notice
to tie other parties of such new address in the manner provided herein for
giving notice.

<PAGE>

16. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York without giving
effect to the provisions, policies or principles thereof respecting conflict or
choice of laws.

17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original but all of which taken
together shall constitute one and the same agreement.

18. SEVERABILITY. Any provision of this Agreement which is determined to
be illegal, prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such illegality, prohibition or
unenforceability without invalidating the remaining provisions hereof which
shall be severable and enforceable according to their terms and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

<PAGE>

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first set forth above.

MACK-CALI REALTY CORPORATION

By:
----------------------------
Name:
Title:

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

By:
----------------------------
Name:
Title:

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

<PAGE>

Exhibit 10.110

================================================================================

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

MACK-CALI REALTY, L.P.

================================================================================

<PAGE>

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS 1

ARTICLE 2 CONTINUATION OF THE PARTNERSHIP . . . . . . . . . . . . . . . . . 10
2.1 Continuation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.2 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 3 NAME AND OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . 11
3.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.2 Principal and Registered Offices. . . . . . . . . . . . . . . . . . 11

ARTICLE 4 PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.2 Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 5 TERM AND FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . 12
5.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.2 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 6 CAPITAL CONTRIBUTIONS, ADDITIONAL FUNDING AND
CAPITAL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.1 Capital Contributions of the General Partner. . . . . . . . . . . . 12
6.2 Capital Contributions of the Limited Partners . . . . . . . . . . . 13
6.3 General Partner Option to Contribute Additional
Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.4 General Partner Option to Issue Additional
Partnership Units to Limited Partners . . . . . . . . . . . . 14
(a) Issuance of Additional Partnership Units . . . . . . . . . . . 14
(b) Additional Partnership Units and Percentage
Interest Adjustments. . . . . . . . . . . . . . . . . . . . . 16
(c) Adjustments to Partnership Units . . . . . . . . . . . . . . . 17
(d) Fractional Units . . . . . . . . . . . . . . . . . . . . . . . 17
(e) Issuance of New Securities . . . . . . . . . . . . . . . . . . 17
6.5 Capital Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.6 Limited Liability . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.7 Return of Capital . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.8 No Interest on Capital Contributions. . . . . . . . . . . . . . . . 18
6.9 No Third Party Beneficiary. . . . . . . . . . . . . . . . . . . . . 18
6.10 Common Stock Option Plans. . . . . . . . . . . . . . . . . . . . . 19

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ARTICLE 7 ALLOCATION OF PROFITS AND LOSSES. . . . . . . . . . . . . . . . . 19
7.1 General Allocation of Profits and Losses. . . . . . . . . . . . . . 19
7.2 Allocations with Respect to Transferred Interests . . . . . . . . . 19
7.3 Deficit Restoration Obligation. . . . . . . . . . . . . . . . . . . 19
7.4 Regulatory Allocations. . . . . . . . . . . . . . . . . . . . . . . 20
(a) Minimum Gain Chargeback . . . . . . . . . . . . . . . . . . . 20
(b) Exceptions to Section 7.3(a) . . . . . . . . . . . . . . . . . 20
(c) Qualified Income Offset. . . . . . . . . . . . . . . . . . . . 20
(d) Gross Income Allocation. . . . . . . . . . . . . . . . . . . . 21
(e) Partner Nonrecourse Debt . . . . . . . . . . . . . . . . . . . 21
(f) Interpretation . . . . . . . . . . . . . . . . . . . . . . . . 21
(g) Curative Allocations . . . . . . . . . . . . . . . . . . . . . 21
7.5 Special Allocations with Respect to Contributed or
Revalued Property. . . . . . . . . . . . . . . . . . . . . . . 22
7.6 Allocations with Respect to Partnership Units other
than the OP Units. . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 8 DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.1 Distribution of Net Cash Flow . . . . . . . . . . . . . . . . . . . 22
8.2 Distributions in Kind . . . . . . . . . . . . . . . . . . . . . . . 23
8.3 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8.4 Distributions with Respect to Partnership Units
other than OP Units. . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 9 MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
9.1 Management of Partnership Affairs . . . . . . . . . . . . . . . . . 24
9.2 Powers and Authorities of the General Partner . . . . . . . . . . . 24
9.3 Major Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.4 Restrictions on General Partner's Authority . . . . . . . . . . . . 27
9.5 Engagements by the Partnership. . . . . . . . . . . . . . . . . . . 28
9.6 Engagement of Affiliates. . . . . . . . . . . . . . . . . . . . . . 28
9.7 Liability of the General Partner. . . . . . . . . . . . . . . . . . 28
9.8 Reimbursement of Certain Expenses of
the General Partner . . . . . . . . . . . . . . . . . . . . . . . 28
9.9 Outside Activities of the General Partner . . . . . . . . . . . . . 29
9.10 Operation in Accordance with REIT Requirements . . . . . . . . . . 29
9.11 Title Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

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ARTICLE 10 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS . . . . . . . . . . . 29
10.1 No Participation in Management of Partnership;
Rights of Limited Partners to Certain Documents . . . . . . . 29
10.2 Withdrawal, Retirement, Death, Incompetency,
Insolvency or Dissolution of a Limited Partner. . . . . . . . 30
10.3 Redemption Rights. . . . . . . . . . . . . . . . . . . . . . . . . 31
(a) Grant of Rights. . . . . . . . . . . . . . . . . . . . . . . . 31
(b) Delivery of Exercise Notices . . . . . . . . . . . . . . . . . 31
(c) Assumption by General Partner. . . . . . . . . . . . . . . . . 31
(d) Limitation on Exercise of Redemption Rights. . . . . . . . . . 32
(e) Computation of Number of Exchange Shares
and/or Cash To Be Paid . . . . . . . . . . . . . . . . . . . . 33
(f) Closing; Delivery of Election Notice . . . . . . . . . . . . . 33
(g) Closing Deliveries . . . . . . . . . . . . . . . . . . . . . . 33
(h) Restrictions On Redemption of Partnership Units. . . . . . . . 34
(i) Term of Rights . . . . . . . . . . . . . . . . . . . . . . . . 34
(j) Covenants of the General Partner . . . . . . . . . . . . . . . 35
(k) Limited Partners' Covenant . . . . . . . . . . . . . . . . . . 36

ARTICLE 11 BANKING, RECORDS AND TAX MATTERS . . . . . . . . . . . . . . . . 36
11.1 Partnership Funds. . . . . . . . . . . . . . . . . . . . . . . . . 36
11.2 Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . 37
11.3 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 37
11.4 Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
11.5 Section 754 Matters. . . . . . . . . . . . . . . . . . . . . . . . 37
11.6 Tax Matter Partners. . . . . . . . . . . . . . . . . . . . . . . . 38
11.7 Other Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE 12 TRANSFER OF GENERAL PARTNER INTERESTS. . . . . . . . . . . . . . 38
12.1 Transfer of Interest of the General Partner. . . . . . . . . . . . 38
12.2 Retirement of the General Partner. . . . . . . . . . . . . . . . . 38
12.3 Transferee of the General Partner's Interest . . . . . . . . . . . 39
12.4 Retirement of Last Remaining General Partner . . . . . . . . . . . 39
12.5 Continuation of Partnership. . . . . . . . . . . . . . . . . . . . 39
12.6 Merger or Consolidation of the General Partner . . . . . . . . . . 39

ARTICLE 13 TRANSFER OF LIMITED PARTNER INTERESTS. . . . . . . . . . . . . . 41
13.1 Transfer of Interest of a Limited Partner. . . . . . . . . . . . . 41
13.2 Assignee and Substitute Limited Partners . . . . . . . . . . . . . 41
13.3 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.4 Cost of Admission. . . . . . . . . . . . . . . . . . . . . . . . . 42

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ARTICLE 14 DISSOLUTION AND LIQUIDATION OF PARTNERSHIP . . . . . . . . . . . 42
14.1 Dissolution of the Partnership . . . . . . . . . . . . . . . . . . 43
14.2 Winding Up of Affairs. . . . . . . . . . . . . . . . . . . . . . . 43
14.3 Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.4 Final Distribution of Partnership Property . . . . . . . . . . . . 44
14.5 Certificate of Cancellation. . . . . . . . . . . . . . . . . . . . 44

ARTICLE 15 POWER OF ATTORNEY. . . . . . . . . . . . . . . . . . . . . . . . 44
15.1 Power of Attorney. . . . . . . . . . . . . . . . . . . . . . . . . 44
15.2 Grant of Authority Irrevocable . . . . . . . . . . . . . . . . . . 45

ARTICLE 16 AMENDMENT OF PARTNERSHIP AGREEMENT . . . . . . . . . . . . . . . 45
16.1 Amendments by Partners . . . . . . . . . . . . . . . . . . . . . . 45
16.2 Amendment by the General Partner . . . . . . . . . . . . . . . . . 46
16.3 Amendment of Certificate . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 17 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . 47
17.1 Partnership Indemnification of Partner . . . . . . . . . . . . . . 47
17.2 Partner Indemnification of Partnership . . . . . . . . . . . . . . 47

ARTICLE 18 MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . 47
18.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
18.2 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
18.3 Parties Bound. . . . . . . . . . . . . . . . . . . . . . . . . . . 48
18.4 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . 48
18.5 Partition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
18.6 Computation of Accountants . . . . . . . . . . . . . . . . . . . . 48
18.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
18.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

EXHIBITS
Exhibit A: Partners and Partnership Units
Exhibit B: Mack-Cali Realty, L.P. Unit Certificates
Exhibit C: Holders of Series A Preferred Units
Exhibit D: Holders of Series B Preferred Units
Exhibit E: Schedule of Percentage Interests

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SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
MACK-CALI REALTY, L.P.

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this
"Agreement") of MACK-CALI REALTY, L.P., a Delaware limited partnership (the
"Partnership"), is made and entered into as of the 11th day of December, 1997,
by and among MACK-CALI REALTY CORPORATION, a Maryland corporation, as general
partner, and those parties who are designated as limited partners upon Exhibit A
attached hereto and made a part hereof by this reference, as limited partners.

R E C I T A L S:
----------------

WHEREAS, the Partnership was previously formed pursuant to that certain
Agreement of Limited Partnership, dated as of May 31, 1994 (the "Original
Agreement"), and that certain Certificate of Limited Partnership, dated as of
May 31, 1994, which was filed with the Secretary of State of Delaware on May 31,
1994;

WHEREAS, the Original Agreement was amended and restated pursuant to the
terms of that certain Agreement of Limited Partnership, dated as of August 31,
1994 and was further amended and restated pursuant to the terms of that Amended
and Restated Agreement of Limited Partnership, dated as of January 16, 1997 (the
"LP Agreement");

WHEREAS, the Partnership has entered into that certain Contribution and
Exchange Agreement dated September 18, 1997, as amended by a First Amendment to
the Contribution and Exchange Agreement dated as of December 11, 1997 (the
"Contribution Agreement"), with certain contributing partnerships and certain
other entities or persons affiliated with the Mack Company and Patriot American
Office Group pursuant to which the Partnership will acquire the Exchange
Property (as defined in the Contribution Agreement) in exchange for a
combination of Partnership Units, warrants and, in certain cases, cash;

WHEREAS, pursuant to the Contribution Agreement, the Partnership will
change its name to Mack-Cali Realty, L.P. upon the admission of additional
Limited Partners, the contribution of the Exchange Property to the Partnership
and the satisfaction of certain other conditions;

WHEREAS, the parties hereto desire to continue the Partnership under the
name Mack-Cali Realty, L.P., to admit additional Limited Partners and to amend
and restate the terms and provisions of the LP Agreement in its entirety, all
upon the terms and provisions, and subject to the conditions, set forth herein;

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NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

ARTICLE 1
DEFINITIONS

As used in this Agreement, unless otherwise clearly indicated to the
contrary, the following terms have the meanings set forth below.

"Accountants" shall mean the firm or firms of independent certified public
accountants selected from time to time by the General Partner on behalf of the
Partnership to audit the books and records of the Partnership and to prepare
statements and reports in connection therewith.

"Act" shall mean the Delaware Revised Uniform Limited Partnership Act, as
amended from time to time subsequent to the date hereof.

"Additional Partnership Units" shall have the definition assigned to such
term in Section 6.3 hereof.

"Additional Limited Partner" shall have the definition assigned to such
term in Section 6.4 hereof.

"Affiliate" shall mean, with respect to any Partner (or as to any other
Person the affiliates of whom are relevant for purposes of any of the provisions
of this Agreement), (i) any member of the Immediate Family of such Partner; (ii)
any trustee or beneficiary of a Partner; (iii) any legal representative,
successor or assignee of such Partner or any Person referred to in the preceding
clauses (i) and (ii); (iv) any trustee for the benefit of such Partner or any
Person referred to in the preceding clauses (i) through (iii); or (v) any Person
which directly or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with such Partner or any Person
referred to in the preceding clauses (i) through (iv).

"Agreed Value" shall mean, with respect to any property contributed by a
Partner to the Partnership hereunder, an amount equal to (i) the Gross Asset
Value of the Capital Contribution determined as of the date of such
contribution, less (ii) the amount of any and all liabilities securing such
contributed property that the Partnership is considered to assume or take
subject to with respect to such property under Code Section 752 or the
Regulations promulgated thereunder.

"Board of Directors" shall mean the Board of Directors of the General
Partner.

"Capital Account" shall have the definition assigned to such term in
Section 6.5 hereof.

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<PAGE>

"Capital Contribution" shall mean, with respect to any Partner, the amount
of money and the Agreed Value of any property (other than money) contributed to
the Partnership with respect to the Partnership Interest held by such Partner.

"Certificate" shall mean the Partnership's Certificate of Limited
Partnership, as amended from time to time in accordance with the terms hereof
and the Act.

"Closing Price" shall mean, on any date, with respect to a share of Common
Stock, the last sale price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, regular way, for one
share of Common Stock in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Common Stock is not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading, or if the Common Stock is not listed or admitted to
trading on any national securities exchange, the last quoted price, or if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotations System or, if such system is no longer in use, the
principal other automated quotations system that may then be in use or, if the
Common Stock is not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Common Stock as such person is selected from time to time by the Board of
Directors.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time or any successor statute thereto.

"Common Stock" shall mean the shares of the common stock, par value $.01
per share, of the General Partner.

"Completion of the Offering" shall mean the closing of the first sale of
Common Stock in the Offering.

"Contribution Agreement" shall have the meaning set forth in the Recitals
above.

"Control" shall mean the ability, whether by the direct or indirect
ownership of shares or other equity interests, by contract or otherwise, to
elect a majority of the directors of a corporation, to select the managing
partner of a partnership, or otherwise to select, or have the power to remove
and then select, a majority of those persons exercising governing authority over
any particular entity. In the case of a limited partnership, the sole general
partner, all of the general partners to the extent each has equal management
control and authority, or the managing general partner or managing general
partners thereof shall be deemed to have control of such partnership and, in the
case of a trust, any trustee thereof or any Person having the right to select
any such trustee shall be deemed to have control of such trust.

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<PAGE>

"Current Per Share Market Price", on any date, shall mean the average of
the Closing Price for the five (5) consecutive Trading Days ending on such date.

"Depreciation" shall mean, with respect to any asset of the Partnership for
any fiscal year or other period, the depreci ation, depletion, amortization or
other cost recovery deduction, as the case may be, allowed or allowable for
Federal income tax purposes in respect of such asset for such fiscal year or
other period; provided, however, that if there is a difference between the Gross
Asset Value and the adjusted tax basis of such asset, Depreciation shall mean
"book depreciation, depletion or amortization" as determined under Section
1.704-1(b)(2)(iv)(g)(3) of the Regulations.

"Excess Deficit Capital Account Balance" of any Partner shall be the
Capital Account balance of such Partner, adjusted as provided in the immediately
following sentence, to the extent, if any, that such balance is a deficit (after
adjustment). For purposes of determining the existence and amount of an Excess
Deficit Capital Account Balance, the Capital Account balance of a Partner shall
be adjusted by: (i) crediting thereto (A) that portion of any deficit Capital
Account balance that such Partner is required to restore under the terms of this
Agreement or any other document, and (B) the amount of such Partner's share of
Minimum Gain, including any Partner Nonrecourse Debt Minimum Gain; and (ii)
charging thereto the items described in Regulation Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6) that apply to such Partner. The existence
and amount of Excess Deficit Capital Account Balance at the end of any year
shall be determined before any other allocations provided for in Article 7 for
such year have been made.

"Exercise Notice" shall mean the written notice as described in Section
10.3(b) hereof to be given by an Exercising Partner to the General Partner to
exercise Redemption Rights, the form of which Exercise Notice is attached to the
Unit Certificate as Attachment 1.

"Exercising Partners" shall have the meaning set forth in Section 10.3(b)
hereof.

"General Partner" shall mean Mack-Cali Realty Corporation, a Maryland
corporation, and any substitute or additional General Partner(s) duly admitted
pursuant to the terms of this Agreement, or, where the context so requires, any
successor General Partner(s) acting pursuant to the provisions of this
Agreement.

"Gross Asset Value" shall mean, with respect to any asset of the
Partnership, such asset's adjusted basis for Federal income tax purposes, except
as follows:

(a) The initial Gross Asset Value of any asset contributed by a
Partner shall be equal to the gross fair market value of such asset as
determined by the General Partner in its reasonable discretion; provided,
however that the Gross Asset Value of the assets contributed by a Limited
Partner concurrent with the Offering shall be equal to the product of (1)
the Partnership Units received by the Limited Partner at that time (as set
forth on Exhibit A) and (2) the initial offering price per share of Common
Stock in connection with the Offering.

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<PAGE>

(b) If the General Partner reasonably determines that an adjustment
is necessary or appropriate to reflect the relative economic interests of
the Partners, the Gross Asset Values of all Partnership assets shall be
adjusted to equal their respective gross fair market values, as reasonably
determined by the General Partner, as of the following times:

(i) a Capital Contribution (other than a de minimis Capital
Contribution) to the Partnership by a new or existing
Limited Partner as consideration for a Partnership Interest;

(ii) the distribution by the Partnership to a Partner of more
than a de minimis amount of Partnership money or property as
consideration for the redemption of a Partnership Interest;

(iii) the liquidation of the Partnership within the meaning of
Section 1.704-1(b)(2)(ii)(g) of the Regulations; and

(iv) any other time that such adjustment may be made under the
Code, the Regulations or any administrative pronouncement or
ruling by the IRS.

(c) The Gross Asset Value of any Partnership asset distributed to a
Partner shall be the gross fair market value of such asset as reasonably
determined by the General Partner as of the date of distribution; and

(d) The Gross Asset Values of Partnership assets shall be increased
(or decreased) to reflect any adjustments to the adjusted basis of such
assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the
extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations;
provided, however, that Gross Asset Values shall not be adjusted pursuant
to this paragraph to the extent that the General Partner reasonably
determines that an adjustment pursuant to paragraph (b) above is necessary
or appropriate in connection with a transaction that would otherwise result
in an adjustment pursuant to this paragraph (d).

At all times, Gross Asset Values shall be adjusted by any Depreciation taken
into account with respect to the Partnership's assets for purposes of computing
Profits and Losses. Any adjustment to the Gross Asset Values of Partnership
property shall require an adjustment to the Partners' Capital Accounts; as for
the manner in which such adjustments are allocated to the Capital Accounts, see
clause (iii) of the definition of Profits and Losses in the case of adjustment
by Depreciation, and clause (iv) of said definition in all other cases.

"Immediate Family" shall mean, with respect to any individual Person, such
individual Person's spouse, parents, parents-in-law, descendants, nephews,
nieces, brothers, sisters, brothers-in-law, sisters-in-law and children-in-law.

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<PAGE>

"IRS" means the Internal Revenue Service, which administers the federal tax
laws of the United States.

"Limited Partners" shall mean any Person named as a Limited Partner on the
Exhibit A attached hereto as such Exhibit may be amended from time to time, or
any substituted Limited Partner or additional Limited Partner duly admitted to
the Partnership pursuant to the terms of this Agreement.

"Liquidation" shall mean the disposition of all or substantially all of the
assets of the Partnership pursuant to a complete liquidation of the Partnership.

"Minimum Gain" shall have the meaning given such term in Regulation Section
1.704-2(d), and shall generally mean the amount by which the nonrecourse
liabilities secured by any assets of the Partnership exceed the adjusted tax
basis of such assets as of the date of determination. A Partner's share of
Minimum Gain (and any net decrease thereof) at any time shall be determined in
accordance with Treasury Regulation Section 1.704-2(g).

"Net Cash Flow" shall mean, with respect to any fiscal period of the
Partnership, the excess, if any, of "Receipts" over "Expenditures." For
purposes hereof, the term "Receipts" means the sum of (i) all cash receipts of
the Partnership from all sources for such period, including Net Sale Proceeds
and Net Financing Proceeds but excluding Capital Contributions, and (ii) any
amounts held as reserves as of the last day of the period immediately prior to
such fiscal period that the General Partner deemed necessary for any capital or
operating expenditure permitted hereunder. The term "Expenditures" means the
sum of (a) all cash expenses of the Partnership for such period, (b) the amount
of all payments of principal and interest on account of any indebtedness of the
Partnership including payments of principal and interest on account of any
indebtedness owed to a Partner during such period, (c) any amounts held as
reserves as of the last day of such fiscal period as the General Partner in its
sole discretion deems necessary for any capital or operating expenditures
permitted hereunder or reserves for any other purpose that the General Partner
in its sole discretion shall determine to be appropriate and (d) any amounts
held in working capital accounts or other cash or similar balances which the
General Partner determines to be necessary or appropriate in its sole
discretion. In the event the General Partner issues additional classes of
Partnership Units other than OP Units, the General Partner may, to the extent
necessary, in its sole discretion, determine the amount of Net Cash Flow
attributable to each class of Partnership Units and the timing of payment
thereof.

"Net Financing Proceeds" shall mean the cash proceeds received by the
Partnership in connection with any borrowing or refinancing of borrowing by or
on behalf of the Partnership (whether or not secured), after deduction of all
costs and expenses incurred by the Partnership in connection with such
borrowing, and after deduction of that portion of such proceeds used to repay
any other indebtedness of the Partnership, or any interest or premium thereon.

"Net Sale Proceeds" means the cash proceeds received by the Partnership in
connection with a sale of any asset by or on behalf of the Partnership after
deduction of any costs or

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<PAGE>

expenses incurred by the Partnership, or payable specifically out of the
proceeds of such sale (including, without limitation, any repayment of any
indebtedness required to be repaid as a result of such sale or which the General
Partner elects to repay out of the proceeds of such sale, together with accrued
interest and premium, if any, thereon and any sales commissions or other costs
and expenses due and payable to any Person in connection with a sale, including
to a Partner or its Affiliates).

"Offered Units" shall mean the Partnership Units of the Exercising Partners
identified in an Exercise Notice which, pursuant to the exercise of a Redemption
Right, can be acquired by the General Partner under the terms hereof.

"Offering" shall mean the initial public offering of the General Partner's
Common Stock.

"OP Units" shall mean those common Partnership Units issued prior to the
date hereof and any additional common Partnership Units issued by the General
Partner pursuant to Article 6 hereof.

"Original Agreement" shall have the meaning assigned to such term in the
Recitals set forth above.

"Partner or Partners" shall mean, unless the context in which the term is
used requires otherwise, the General Partner and the Limited Partners.

"Partner Nonrecourse Debt" shall have the meaning assigned to such term in
Regulation Section 1.704-2(b)(4).

"Partner Nonrecourse Debt Minimum Gain" shall have the meaning assigned to
such term in Regulation Section 1.704-2(i).

"Partnership" shall mean Cali Realty, L.P., a Delaware limited partnership.

"Partnership Agreement" shall mean this Agreement of Limited Partnership
and the Exhibits and Schedules hereto, and any amendments hereto from time to
time.

"Partnership Interest" shall mean the ownership interest of a Partner in
the Partnership from time to time, including such Partner's Percentage Interest
and Capital Account and any and all other benefits to which the holder of such a
Partnership Interest may be entitled as provided in this Agreement and under
applicable laws, together with all obligations of such Person to comply with the
terms and provisions of this Agreement.

"Partnership Interests Exchange Agreement" shall mean, with respect to a
particular Limited Partner, that certain Partnership Interests Exchange
Agreement, dated as of July 26, 1994, by and among the Partnership, such Limited
Partner, and the other parties thereto, pursuant to which such Limited Partner
is contributing to the Partnership, directly or indirectly, all of such
Partner's right, title and interest in and to a particular Property Partnership.

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<PAGE>

"Partnership Unit" shall mean a fractional, undivided share of the
Partnership Interests of all Partners issued pursuant to Article 6 hereof;
provided, however, that in the event the General Partner issues classes of
Partnership Units to Limited Partners other than the OP Units pursuant to
Section 6.4 hereof, the term Partnership Unit shall mean with respect to each
class of Partnership Units, a fractional, undivided share of the Partnership
Interests of all Partners in such class.

"Partnership Record Date" shall mean the record date established by the
General Partner for any particular distribution of Net Cash Flow pursuant to
Article 8 hereof, which record date shall be the same as the record date
established by the General Partner for distribution to its shareholders of some
or all of its portion of such distribution.

"Percentage Decrease" shall have the meaning set forth in Section 6.4(b) of
this Agreement.

"Percentage Increase" shall have the meaning set forth in Section 6.4(b) of
this Agreement.

"Percentage Interest" shall mean, with respect to a Partner holding a
Partnership Interest of any class issued hereunder, its interest in such class
determined by dividing the Partnership Units owned by such Partner by the total
number of Partnership Units of such class then outstanding multiplied by the
aggregate Percentage Interest allocable to such class of Partnership Interests.
For such time or times as the Partnership shall at any time have outstanding
more than one class of Partnership Interests, the Percentage Interest
attributable to each class of Partnership Interests shall be determined as set
forth in Section 6.4(b) hereof.

"Person" shall mean a natural person, corporation, trust, partnership,
estate, unincorporated association or other entity.

"Preferred Redemption Percentage" shall have meaning set forth in Section
6.4(b) of this Agreement.

"Preferred Units" shall mean the Series A Preferred Units, the Series B
Preferred Units and any other additional preferred Partnership Units issued by
the General Partner pursuant to Article 6 hereof.

"Profits or Losses" shall mean, for each fiscal year or other applicable
period, an amount equal to the Partnership's net income or loss for such year or
period as determined for Federal income tax purposes by the Accountants,
determined in accordance with Section 703(a) of the Code (for this purpose, all
items of income, gain, loss or deduction required to be stated separately
pursuant to Section 703(a) of the Code shall be included in taxable income or
loss), with the following adjustments: (i) by including as an item of gross
income any tax-exempt income received by the Partnership; (ii) by treating as a
deductible expense any expenditure of the Partnership described in Section
705(a)(2)(B) of the Code (including amounts paid or

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incurred to organize the Partnership (unless an election is made pursuant to
Code Section 709(b)) or to promote the sale of interests in the Partnership and
by treating deductions for any losses incurred in connection with the sale or
exchange of Partnership property disallowed pursuant to Section 267(a)(1) or
Section 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of
the Code); (iii) in lieu of depreciation, depletion, amortization and other cost
recovery deductions taken into account in computing total income or loss, there
shall be taken into account Depreciation; (iv) gain or loss resulting from any
disposition of Partnership property with respect to which gain or loss is
recognized for Federal income tax purposes shall be computed by reference to the
Gross Asset Value of such property rather than its adjusted tax basis; and (v)
in the event of an adjustment of the Gross Asset Value of any Partnership asset
which requires that the Capital Accounts of the Partnership be adjusted pursuant
to Regulation Section 1.704-1(b)(2)(iv)(e), (f) and (m), the amount of such
adjustment is to be taken into account as additional Profits or Losses pursuant
to Article 7.

"Property Partnership" shall mean each of the following (i.e., those
partnerships in which, pursuant to the Partnership Interests Exchange
Agreements, the Limited Partners are contributing to the Partnership, directly
or indirectly, all of their right, title and interest as partners in such
partnerships): (i) 11 Commerce Drive Associates, (ii) 6 Commerce Drive
Associates, (iii) Century Plaza Associates, (iv) C.W. Associates, (v) D.B.C.
Associates, (vi) Cali Building V Associates, (vii) 500 Columbia Turnpike
Associates, (viii) Chestnut Ridge Associates, (ix) Roseland II Limited
Partnership, (x) Grove Street Associates of Jersey City Limited Partnership,
(xi) 20 Commerce Drive Associates, (xii) Tenby Chase Apartments and (xiii)
Office Associates, Ltd.

"Redemption Rights" shall have the meaning set forth in Section 10.3(a)
hereof.

"Registration Statement" shall mean the Registration Statement No. 33-79892
(including the prospectus contained therein) heretofore filed by the General
Partner with the United States Securities and Exchange Commission, and any
amendments at any time made thereto (other than post-effective amendments),
pursuant to which the General Partner proposes to offer and sell certain of its
Common Stock.

"Regulations" shall mean the Treasury regulations promulgated under the
Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

"Regulatory Allocations" has the meaning set forth in Section 7.3(g) of
this Agreement.

"REIT" shall mean a real estate investment trust under Section 856 of the
Code.

"REIT Requirements" shall mean any and all requirements that must be met to
qualify as a REIT under the Code and the Regulations.

"Remaining Units" shall have the meaning set forth in Section 6.4(b) of
this Agreement.

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"Series A Preferred Units" shall mean the preferred Partnership Units
issued to those Limited Partners set forth on Exhibit C attached hereto and any
additional Series A Preferred Units issued by the General Partner pursuant to
Article 6 hereof.

"Series B Preferred Units" shall mean the preferred Partnership Units
issued to those Limited Partners set forth on Exhibit D attached hereto and any
additional Series B Preferred Units issued by the General Partner pursuant to
Article 6 hereof.

"Surviving Partnership" shall have the meaning set forth in Section 12.6(b)
hereof.

"Trading Day" shall mean a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, any day other than a Saturday, a
Sunday or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

"Unit Certificate" shall have the meaning set forth in Section 6.2 hereof.

ARTICLE 2
CONTINUATION OF THE PARTNERSHIP

2.1 Continuation. The Partners hereby continue the Partnership as a
limited partnership formed under and pursuant to the terms and provisions of the
Act, and the rights and obligations of the Partners shall be as provided therein
except as otherwise expressly provided in this Agreement. The Partners agree to
execute such certificates or documents and do such filings and recordings and
all other acts, including the filing or recording of an amendment to the
Certificate and any assumed name certificates in the appropriate offices in the
State of Delaware and any other applicable jurisdictions as may be required to
comply with applicable law. The Partners agree that immediately after the
admission of one Limited Partner, the Organizational Limited Partner shall be
deemed to have withdrawn from the Partnership.

2.2 Entire Agreement. Each and every other agreement or understanding,
oral or written, relating in any way to the formation or operation of the
Partnership including, but not limited to, the Original Agreement, is hereby
superseded in its entirety. From and after the execution of this Agreement, the
same shall constitute the only Agreement of Limited Partnership of the
Partnership except as the same may hereafter be amended pursuant to the
provisions hereof. This Agreement represents the entire agreement (other than
any agreement entered into by Partners in connection with OP Unit transactions)
and understanding of the parties hereto concerning the Partnership and their
relationship as Partners, and all prior or concurrent agreements,
understandings, representations and warranties in regard to the subject matter
hereof including, but not limited to, the Original Agreement, are and have been
merged herein.

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ARTICLE 3
NAME AND OFFICES

3.1 Name. The business of the Partnership is currently being conducted
under the name of "Cali Realty, L.P.". Upon approval by the shareholders of the
General Partner and the consummation of the transactions contemplated by the
Contribution Agreement, the name of the Partnership shall be changed to
Mack-Cali Realty, L.P. and the business of the Partnership shall be continued
under that name.

3.2 Principal and Registered Offices. The principal place of business of
the Partnership shall be located at c/o the General Partner at 11 Commerce
Drive, Cranford, New Jersey 07016. The registered agent of the Partnership
shall be The Prentice-Hall Corporation System, Inc. The registered office of
the Partnership shall be 32 Loockerman Square, Suite L-100, Dover, Kent County,
Delaware 19901. The General Partner may from time to time designate another
registered agent or another location for the registered office or principal
place of business of the Partnership upon notice to the other Partners. The
Partnership may maintain offices at such other place or places within or outside
the State of Delaware as the General Partner deems advisable.

ARTICLE 4
PURPOSE

4.1 Purpose. The purpose and nature of the business to be conducted by
the Partnership is (i) to conduct any business that may be lawfully conducted by
a limited partnership organized pursuant to the Act; provided, however, that
such business shall be limited to and conducted in such a manner as to permit
the General Partner at all times to be classified as a REIT for federal income
tax purposes, unless the General Partner has determined to cease to qualify as a
REIT, (ii) to enter into any partnership, joint venture or other similar
arrangements to engage in any of the foregoing or the ownership of interests in
any entity engaged in any of the foregoing and (iii) to do anything necessary or
incidental to the foregoing. In connection with the foregoing, and without
limiting the General Partner's right in its sole discretion to cease qualifying
as a REIT, the Partners acknowledge that the General Partner's status as a REIT
inures to the benefit of all of the Partners and not solely the General Partner.

4.2 Powers. The Partnership is empowered to do any and all acts and
things necessary, appropriate, proper, advisable, incidental to or convenient
for the furtherance and accomplishment of the purposes and business described
herein and for the protection and benefit of the Partnership; provided, that the
Partnership shall not take, or shall refrain from taking, any action which, in
the judgment of the General Partner, in its sole and absolute discretion, (i)
could adversely affect the ability of the General Partner to continue to qualify
as a REIT, (ii) could subject the General Partner to any additional taxes under
Section 857 or Section 4981 of the Code or any successor or newly enacted
provisions of the Code imposing other additional taxes or penalties on the
General Partner, or (iii) could violate any law or regulation of any

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governmental body or agency having jurisdiction over the General Partner or its
securities, unless any such action (or inaction) under (i), (ii) or (iii) shall
have been specifically consented to by the General Partner in writing.

ARTICLE 5
TERM AND FISCAL YEAR

5.1 Term. The term of the Partnership commenced on May 31, 1994, the date
the Certificate was filed in the appropriate offices in the State of Delaware,
and shall continue until terminated pursuant to the provisions of Article 14 of
this Agreement.

5.2 Fiscal Year. The first fiscal year of the Partnership shall terminate
on December 31, 1994, and succeeding fiscal years shall terminate on December 31
of each year thereafter, or such other date as the Partnership shall terminate
as herein provided.

ARTICLE 6
CAPITAL CONTRIBUTIONS, ADDITIONAL FUNDING AND CAPITAL ACCOUNTS

6.1 Capital Contributions of the General Partner. Upon Completion of the
Offering, the General Partner shall contribute the proceeds of the Offering to
the Partnership, which proceeds will be net of the underwriter's discount and
other expenses. Notwithstanding the exact amount of such net proceeds which are
contributed to the Partnership, the General Partner shall be deemed to have made
a Capital Contribution to the Partnership in the amount of the gross proceeds of
the Offering and the Partnership shall be deemed simultaneously to have
reimbursed the General Partner pursuant to Section 9.8(c) hereof for the amount
of any such underwriter's discount or other expenses paid out of the gross
proceeds of the Offering. Notwithstanding the immediately preceding sentence,
the General Partner shall have the right, in its sole and absolute discretion,
to treat the contribution to the Partnership by the General Partner of any
proceeds from the Offering in a manner other than that described in the
immediately preceding sentence if, upon the advice of counsel to the General
Partner and/or the Partnership, such alternative treatment will provide a more
favorable federal and/or state tax consequence to the General Partner and/or the
Partnership. The General Partner shall initially be issued and thereafter shall
own Partnership Units in the amount set forth opposite its name on Exhibit A,
which number of Partnership Units shall be adjusted on such Exhibit A from time
to time by the General Partner to the extent necessary to reflect accurately
issuances, exchanges, redemptions, Capital Contributions, or similar events
having an effect on a Partner's Partnership Units. The Partners hereby
acknowledge and agree that the aggregate initial number of Partnership Units to
be issued to the General Partner shall be exactly equal to the number of shares
of Common Stock issued and outstanding immediately after the Completion of the
Offering. Upon any subsequent sales of shares of Common Stock pursuant to the
exercise of the over-allotment option in connection with the Offering, the
General Partner shall, subject to and in accordance with the terms and
conditions of this Section 6.1, contribute the proceeds of such subsequent sale
to the Partnership,

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and shall be issued additional Partnership Units in an amount exactly equal to
the number of shares of Common Stock subsequently sold in connection with the
Offering.

6.2 Capital Contributions of the Limited Partners. Concurrent with the
execution of this Agreement, each Limited Partner, pursuant to one or more
Partnership Interests Exchange Agreements, shall contribute to the Partnership,
directly or indirectly, as its initial Capital Contribution, all of such Limited
Partner's right, title and interest in and to the Property Partnerships. Each
Limited Partner shall initially be issued and thereafter shall own Partnership
Units in the amount set forth opposite such Limited Partner's name on Exhibit A,
which number of Partnership Units on such Exhibit A shall be adjusted from time
to time by the General Partner to the extent necessary to reflect accurately
exchanges, redemptions, Capital Contributions, or similar events having an
effect on such Partner's Partnership Units. The Partnership Units issued to
each Limited Partner shall be evidenced by the issuance of a certificate (the
"Unit Certificate") in substantially the form of Exhibit B attached hereto,
which Unit Certificate shall bear the following legend:

"THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP DATED AS OF DECEMBER 11, 1997 (A COPY OF
WHICH IS ON FILE WITH THE PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN
SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE PARTNERSHIP
HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER
THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE
RULES AND REGULATIONS IN EFFECT THEREUNDER."

On the date of admission of one or more Limited Partners to the Partnership, the
Organizational Limited Partner shall be entitled to a return of his Capital
Contribution, and shall be deemed to have withdrawn from the Partnership.

6.3 General Partner Option to Contribute Additional Capital. If the
Partnership requires funds at any time or from time to time in excess of funds
available to the Partnership through borrowings and prior or additional Capital
Contributions, the General Partner may, but shall not be required to, borrow
such funds from a financial institution or other lender or through public debt
offerings and lend such funds to the Partnership on the same terms and
conditions as

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are applicable to the General Partner. If, notwithstanding the foregoing, the
Partnership requires funds for any proper Partnership purpose in excess of any
other funds anticipated by the General Partner to be available to the
Partnership (including through borrowings and prior Capital Contributions), or
if the General Partner concludes that borrowings are inappropriate, the General
Partner may, but shall not be required to, raise such additional funds pursuant
to the issuance of shares of its Common Stock (any such issuance which is made
for the purpose of providing additional funds to the Partnership shall be
referred to herein as an "Additional Issuance"). In the event any such
Additional Issuance is consum mated, then (i) the General Partner shall
contribute the net amount of cash raised pursuant to such Additional Issuance to
the capital of the Partnership and (ii) the Partnership shall issue additional
Partnership Units ("Additional Partnership Units") to the General Partner, on
the date upon which such funds are contrib uted to the Partnership, in an amount
equal to that number of Partnership Units which, if such Additional Partnership
Units were redeemed as of their date of issuance by the General Partner for
shares of Common Stock pursuant to Section 10.3 hereof, would result in the
General Partner receiving that number of shares of Common Stock equal to the
number of shares of Common Stock that were issued pursuant to such Additional
Issuance. Notwith standing anything contained herein to the contrary, if the
proceeds actually received and thereafter contributed to the Partnership by the
General Partner pursuant to any Additional Issuance as described in this Section
6.3 are less than the gross proceeds of such issuance as a result of any
underwriter's discount or other expenses paid or incurred in connection with
such issuance, then the General Partner shall be deemed to have made a Capital
Contribution to the Partnership in the amount of the gross proceeds of such
issuance and the Partnership shall be deemed simultaneously to have reimbursed
the General Partner pursuant to Section 9.8(c) hereof for the amount of such
under writer's discount or other expenses. In addition, in the event that the
General Partner shall issue shares of Common Stock (and/or pay cash out of the
net proceeds of any Additional Issuance) in connection with any subsequent
merger, consolidation or other acquisition, the General Partner may contribute
the shares of stock, assets and/or other consideration received by the General
Partner in connection therewith to the capital of the Partnership in exchange
for Additional Partnership Units in an amount equal to that number of
Partnership Units which, if such Additional Partnership Units were redeemed as
of their date of issuance by the General Partner for shares of Common Stock
pursuant to Section 10.3 hereof, would result in the General Partner receiving
that number of shares of Common Stock equal to the number of shares of Common
Stock that were issued in connec tion with such merger, consolidation or other
acquisition and/or such Additional Issuance. Notwith standing the foregoing
sentence, the General Partner shall have the right, in its sole discretion, to
treat a contribution to the capital of the Partnership in a manner other than as
described above if, upon the advice of counsel to the General Partner and/or the
Partnership, such alternative treatment will provide a more favorable federal
and/or state tax consequence to the General Partner and/or the Partnership.

6.4 General Partner Option to Issue Additional Partnership Units to
Limited Partners.

(a) Issuance of Additional Partnership Units. At any time after the
date hereof without the consent of any Partner, but subject to the provisions of
Section 13.1 hereof, the General Partner may, upon its determination, which
shall be made in its sole and absolute discre tion, that the issuance of
Additional Partnership Units to new or existing limited partners is in the

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best commercial interests of the Partnership, cause the Partnership to issue
Additional Partnership Units to and admit as a limited partner in the
Partnership, any Person (an "Additional Limited Partner" herein) in exchange for
the contribution by such Person of cash and/or property desirable to further the
purposes of the Partnership under Article 4 hereof. In the event that
Additional Partnership Units are issued by the Partnership pursuant to this
Section 6.4, the amount of such Partnership Units issued to each Additional
Limited Partner shall, unless otherwise determined by the General Partner in the
exercise of its sole discretion but subject to its fiduciary duty to all Limited
Partners (i) be fixed by agreement between the General Partner and such
Additional Limited Partner in the General Partner's sole discretion or (ii) be
equal to that number of Partnership Units which, if such Additional Partnership
Units were redeemed as of their date of issuance by such Additional Limited
Partner pursuant to Section 10.3 hereof, would result in such Additional Limited
Partner receiving that number of shares of Common Stock equal to (x) the Agreed
Value of any property (as determined by the General Partner, in its sole and
absolute discretion), plus the amount of any cash contributed by the Additional
Limited Partner, as of the date of contribution to the Partnership divided by
(y) the Current Per Share Market Price (computed as of the Trading Day
immediately preceding the date of contribution to the Partnership or such other
date or average of Trading Days as the General Partner may agree with such
Additional Limited Partner in the exercise of its sole discretion). In
addition, the General Partner is hereby authorized to cause the Partnership from
time to time to issue to the Partners (including the General Partner) or other
Persons additional Partnership Units or such other Partnership Interests in one
or more classes, or one or more series of such classes, with such designations,
preferences and relative, participating, optional or other special rights,
powers and duties, including rights, powers and duties which may be senior, pari
passu or junior to OP Units, all as shall be determined by the General Partner
in its sole and absolute discretion subject to Delaware law, including, without
limitation, (i) the allocations of items of Partnership income, gain, loss,
deduction and credit to each such class or series of Partnership Interests; (ii)
the right of each such class or series of Partnership Interests to share in
Partnership distributions; and (iii) the rights of each such class or series of
Partnership Interests upon dissolution and liquidation of the Partnership;
provided that no such additional Partnership Units or other Partnership
Interests shall be issued to the General Partner unless either (A)(1) the
additional Partnership Interests are issued in connection with the issuance of
shares of Common Stock or other shares by the General Partner, which shares have
designations, preferences and other rights such that the economic interests
attributed to such shares are substantially similar to the designations,
preferences and other rights of the additional Partnership Interests issued to
the General Partner in accordance with this Section 6.4, and (2) the General
Partner shall make a Capital Contribution to the Partnership in an amount equal
to the proceeds raised in connection with the issuance of such shares of the
General Partner, or (B) the additional Partnership Units are issued to all the
Partners in proportion to their respective Percentage Interests. Any Additional
Limited Partner shall be issued a Unit Certificate representing the amount of
Partnership Units issued to such Additional Limited Partner and, in the event
the General Partner issues Partnership Units other than OP Units, indicating the
class, terms, prefer ences and other restrictions or rights of such Partnership
Unit. The General Partner shall be authorized on behalf of each of the Partners
to amend this Agreement to reflect the issuance of Additional Partnership Units
(including, without limitation, the issuance of new classes of Partnership
Units) and/or the admis sion of any Additional Limited Partner(s) in accordance
with the provisions of this Section 6.4, and the General Partner shall

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promptly deliver a copy of such amendment (which, in the event that new classes
of Partnership Units are issued, shall contain the terms of such new classes of
Partnership Units) to each Limited Partner. Without limiting the foregoing, the
General Partner is expressly authorized to cause the Partnership to issue
Partnership Units for less than fair market value, so long as the General
Partner concludes in good faith that such issuance is in the interest of the
General Partner and the Partnership (for example, and not by way of limitation,
the issuance of Partnership Units pursuant to an employee purchase plan
providing for employee purchases of Partnership Units at a discount from fair
market value or employee options that have an exercise price that is less than
the fair market value of the Partnership Units, either at the time of issuance
or at the time of exercise).

(b) Additional Partnership Units and Percentage Interest Adjustments.
In the event that the General Partner issues additional Partnership Units
(including additional classes of Partnership Units, but excluding OP Units
issued upon the redemption of Preferred Units) the General Partner shall
allocate to such additional Partnership Units a Percentage Interest in the
Partnership equal to a fraction, the numerator of which is equal to the amount
of cash, if any, plus the Agreed Value of the property, if any, contributed with
respect to such additional Partnership Units and the denominator of which is
equal to the fair market value (as determined by the General Partner as of the
date of such contribution taking into account such contribution) of all the
Partnership Units for all outstanding classes of Partnership Units (including
such additional Partnership Units). To the extent that any such issuance of
additional Partnership Units results in an overall decrease (the "Percentage
Decrease") in the aggregate Percentage Interests in the Partnership represented
by all of the Partnership Units that were outstanding before the issuance of the
additional Partnership Units, the Percentage Decrease shall be allocated among
the classes of Partnership Units outstanding prior to the issuance of the
additional Partnership Units in accordance with such classes' respective
Percentage Interests in the Partnership as determined prior to the issuance of
the additional Partnership Units. Similarly, to the extent that a redemption by
the General Partner of any Partnership Units for cash results in an overall
increase (the "Percentage Increase") in the aggregate Percentage Interests in
the Partnership represented by the remaining Partnership Units outstanding after
the redemption (the "Remaining Units"), the Percentage Increase shall be
allocated among the classes of Remaining Units by multiplying the Percentage
Increase by a fraction equal to the aggregate pre-redemption Percentage
Interests of all Remaining Units of that particular class divided by the
aggregate pre-redemption Percentage Interests of all Remaining Units of all
classes. Upon the redemption of any Preferred Units for OP Units, the aggregate
Percentage Interest allocated to that class of Preferred Units shall be reduced
by the total Percentage Interests attributable to the redeemed Preferred Units
(the "Preferred Redemption Percentage"), and the aggregate Percentage Interest
allocated to the OP Units shall be increased by that Preferred Redemption
Percentage. Effective as of the date hereof, the General Partner has created
three classes of Units: OP Units, Series A Preferred Units and Series B
Preferred Units. The Percentage Interests allocated to each class of
Partnership Units are set forth in Exhibit E, attached hereto, which Exhibit may
be amended from time to time by the General Partner to reflect the issuance of
additional Partnership Units or the redemption of any outstanding Partnership
Units, and the respective Percentage Interests in the Partnership allocated to
each class of Partnership Units.

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<PAGE>

(c) Adjustments to Partnership Units. If the Common Stock (or any
other class of stock of the General Partner for which a class of Partnership
Units may be redeemed) undergoes any split or reverse split, then without
further action or consent by the General Partner or any Limited Partner, each
corresponding class of Partnership Units that is redeemable for such stock shall
be split or combined in accordance with the same ratio used to split or combine
the stock. For example, if the Common Stock undergoes a reverse 2 for 1 split
(i.e., every two shares of old Common Stock are converted into one share of new
Common Stock) then the corresponding class of Partnership Units that are
redeemable for such Common Stock shall undergo a similar reverse split (i.e.,
every two old OP Units shall be converted into one new OP Unit). Similarly, if
any class of Partnership Units into which another class of Partnership Units is
convertible undergoes any split or reverse split, then without further action or
consent by the General Partner or any Limited Partner, the latter class of
Partnership Units shall be split or combined in accordance with the same ratio
used to split or combine the first class of Partnership Units.

(d) Fractional Units. The General Partner shall have the right to
issue fractional Partnership Units upon the conversion or exchange of one class
of Partnership Units for a second class of Partnership Units; provided, however,
that in accordance with Section 10.3(e) hereof no fractional shares of Common
Stock of the General Partner shall be issued upon the redemption of any class of
Partnership Units for Common Stock.

(e) Issuance of New Securities. After the date hereof, the General
Partner shall not issue any additional shares of Common Stock (other than shares
of Common Stock issued pursuant to Section 10.3 hereof), or rights, options,
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock (collectively, "New
Securities"), other than to all holders of shares of Common Stock, unless (i)
the General Partner shall cause the Partnership to issue to the General Partner
Partnership Interests or rights, options, warrants or convertible or
exchangeable securities of the Partnership having designations, preferences and
other rights, all such that the economic interests are substantially similar to
those of the New Securities, and (ii) the General Partner contributes to the
Partnership the proceeds from the issuance of such New Securities and from the
exercise of rights contained in such New Securities. Without limiting the
foregoing, the General Partner is expressly authorized to issue New Securities
for less than fair market value, and the General Partner is expressly authorized
to cause the Partnership to issue to the General Partner corresponding
Partnership Interests, so long as (x) the General Partner concludes in good
faith that such issuance is in the interest of the General Partner and the
Partnership (for example, and not by way of limitation, the issuance of shares
of Common Stock and corresponding Units pursuant to an employee stock purchase
plan providing for employee purchases of shares of Common Stock at a discount
from fair market value or employee stock options that have an exercise price
that is less than the fair market value of the shares of Common Stock, either at
the time of issuance or at the time of exercise), and (y) the General Partner
contributes all proceeds from such issuance and exercise to the Partnership.

6.5 Capital Accounts. A separate capital account (a "Capital Account")
shall be maintained for each Partner in accordance with the Code and the
Regulations promulgated thereunder including, but not limited to, the rules
regarding the maintenance of partners' Capital

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Accounts set forth in Regulation Section 1.704-1. Subject to the immediately
preceding sentence, there shall be credited to each Partner's Capital Account:
(i) the amount of money contributed by the Partner to the Partnership (subject,
however, in the case of Additional Issuances of Common Stock, to the specific
provisions of Section 6.3 hereof regarding the amount of the Capital
Contribution by the General Partner under such circumstances), (ii) the Gross
Asset Value of any property contributed by the Partner to the Partnership, (iii)
the amount of any Partnership liabilities assumed by such Partner or which are
secured by any property distributed to such Partner and (iv) the Partner's share
of income or gain (or items thereof), including income and gain exempt from tax.
There shall be charged against each Partner's Capital Account: (w) the amount
of money distributed to the Partner by the Partnership, (x) the Gross Asset
Value of any property distributed to the Partner by the Partnership, (y) the
amount of any liabilities of such Partner assumed by the Partnership or which
are secured by any property contributed by such Partner to the Partnership and
(z) the Partner's share of loss and deduction (or items thereof). To the extent
a Partner's Capital Account is greater than zero, such excess is hereinafter
referred to as a "positive balance". To the extent a Partner's Capital Account
is less than zero, said amount is hereinafter referred to as a "deficit
balance".

6.6 Limited Liability. Notwithstanding anything in this Agreement to the
contrary, the personal liability of a Limited Partner arising out of or in any
manner relating to the Partnership shall be limited to and shall not exceed such
Limited Partner's Capital Contribution made or required to be made pursuant to
this Agreement. No Limited Partner shall have any personal liability for
liabilities or obligations of the Partnership, except to the extent of its
Capital Contribution, as aforesaid.

6.7 Return of Capital. Except as otherwise provided herein, (i) no
Partner shall be required to make any further or additional contributions to the
capital of the Partnership or to lend or advance funds to the Partnership for
any purpose and (ii) no Partner shall be entitled to the return of its capital,
except to the extent, if any, that distributions are made or deemed to be made
to such Partner otherwise than out of Profits pursuant to this Agreement.

6.8 No Interest on Capital Contributions. No interest or additional share
of Profits shall be paid or credited to the Partners on their Capital Accounts,
or on any undistributed Profits or funds left on deposit with the Partnership;
provided, however, that nothing contained herein shall be construed to prevent
or prohibit the payment of interest on account of loans made by the Partners to
the Partnership. Any loans made to the Partnership by a Partner shall not
increase its Capital Contribution or interest in the Profits, Losses or Net Cash
Flow of the Partnership, but shall be a debt due from the Partnership and repaid
accordingly.

6.9 No Third Party Beneficiary. No creditor or other third party having
dealings with the Partnership shall have the right to enforce the right or
obligation of any Partner to make Capital Contributions or loans or to pursue
any other right or remedy hereunder or at law or in equity, it being understood
and agreed among the parties hereto that the provisions of this Agreement shall
be solely for the benefit of, and may be enforced solely by, the parties hereto
and their respective successors and assigns. None of the rights or obligations
of the Partners herein set forth to make Capital Contributions or loans to the
Partnership shall be deemed an

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asset of the Partnership for any purpose by any creditor or other third party,
nor may such rights or obligations be sold, transferred or assigned by the
Partnership or pledged or encumbered by the Partnership to secure any debt or
other obligation of the Partnership or of any of the Partners.

6.10 Common Stock Option Plans. The Partners hereby acknowledge that prior
to the Offering the General Partner has adopted, and the Partners hereby
acknowledge and agree that from and after the Offering the General Partner may
adopt, without the consent of any Limited Partner, one or more stock option or
incentive plans ("Stock Plans") pursuant to which officers, directors, trustees
and/or employees of the General Partner, the Partnership or any Affiliate of
either of them may acquire shares of Common Stock. On each date on which the
General Partner issues any shares of Common Stock to a person pursuant to a
Stock Plan (i) the consideration paid for each such share of Common Stock shall,
as soon as received by the General Partner, be contributed to the capital of the
Partnership and (ii) the General Partner shall be issued Partnership Units in an
amount equal to that number of Partnership Units which, if such Partnership
Units were redeemed as of their date of issuance by the General Partner for
shares of Common Stock pursuant to Section 10.3 hereof, would result in the
General Partner receiving that number of shares of Common Stock which are being
issued to any such person pursuant to the Stock Plan. For purposes of this
Section 6.10 only, shares of Common Stock issued subject to forfeiture or other
similar restrictions shall be deemed issued upon the lapse of such restrictions.
Notwithstanding anything herein to the contrary, the mere grant of options to
purchase shares of Common Stock pursuant to any Stock Plan shall not constitute
the grant or issuance of shares of Common Stock for purposes of this Section
6.10.

ARTICLE 7
ALLOCATION OF PROFITS AND LOSSES

7.1 General Allocation of Profits and Losses. Except as otherwise
provided in this Article 7, after giving effect to any and all special
allocations set forth in Sections 7.3 and 7.4 below, all Profits and Losses of
the Partnership (including all items of income and expense entering into the
determination of such Profits and Losses), as finally determined by the
Accountants for Federal income tax purposes for each fiscal year of the
Partnership, shall be allocated to and among the Partners in accordance with
their respective Percentage Interests.

7.2 Allocations with Respect to Transferred Interests. Unless otherwise
required by the Code and/or the Regulations as determined by the General
Partner, in its sole and absolute discretion, any Profits or Losses allocable to
an additional Partnership Interest issued during any year or any fiscal quarter
or to a Partnership Interest which has been transferred during any year shall be
allocated among the Persons who were holders of such Partnership Interest during
such year in the manner described in Section 13.3(c) below.

7.3 Deficit Restoration Obligation. In the event that any Limited Partner
hereto enters into a "deficit restoration obligation" to the Partnership
pursuant to this Section 7.3, and such Limited Partner has a deficit balance in
its Capital Account following the liquidation of its

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interest in the Partnership, as determined after taking into account all Capital
Account adjustments for the Partnership's taxable year during which the
liquidation occurs, such Limited Partner shall be unconditionally obligated to
restore the amount of such deficit balance to the Partnership by the later of
(i) the end of such taxable year, or (ii) 90 days after the date of the
liquidation of the Limited Partner's interest in the Partnership, which amount
shall, upon liquidation of the Partnership, be paid to creditors of the
Partnership or distributed to other Partners in accordance with their positive
Capital Account balances. For purposes hereof, a "deficit restoration
obligation" shall mean an unconditional agreement by a Limited Partner to
restore a deficit balance in its Capital Account (which may be limited in
amount) in the form thereof used by the Partnership. Any Limited Partner may,
but is not obligated to, enter into such an agreement at any time during the
term hereof but not more often than annually.

7.4 Regulatory Allocations.

(a) Minimum Gain Chargeback. Notwithstanding any other provision of
this Agreement (except as provided in Section 7.3(b) below), if there is a
net decrease in Minimum Gain for a Partnership taxable year, each Partner
shall be allocated, before any other allocation of Partnership items for
such taxable year, items of gross income and gain for such year (and, if
necessary, for subsequent years) in proportion to, and to the extent of,
the amount of such Partner's share of the net decrease in Minimum Gain
during such year. The income allocated pursuant to this Section 7.3(a) in
any taxable year shall consist first of gains recognized from the
disposition of property subject to one or more nonrecourse liabilities of
the Partnership, and any remainder shall consist of a pro rata portion of
other items of income or gain of the Partnership.

(b) Exceptions to Section 7.3(a). The allocation otherwise required
pursuant to Section 7.3(a) shall not apply to a Partner to the extent that:
(a) such Partner's share of the net decrease in Minimum Gain is caused by a
guarantee, refinancing or other change in the instrument evidencing a
nonrecourse debt of the Partnership which causes such debt to become a
partially or wholly recourse debt or a Partner Nonrecourse Debt, and such
Partner bears the economic risk of loss (within the meaning of Treasury
Regulation Section 1.752-2) for such changed debt; (b) such Partner's share
of the net decrease in Minimum Gain results from the repayment of a
nonrecourse liability of the Partnership, which repayment is made using
funds contributed by such Partner to the capital of the Partnership; (iii)
the IRS, pursuant to Treasury Regulation Section 1.704-2(f)(4), waives the
requirement of such allocation in response to a request for such waiver
made by the General Partner on behalf of the Partnership (which request the
General Partner may or may not make, in its sole discretion, if it
deter mines that the Partnership would be eligible therefor); or (iv)
additional exceptions to the requirement of such allocation are established
by revenue rulings issued by the IRS pursuant to Treasury Regulation
Section 1.704-2(f)(5), which exceptions apply to such Partner, as
determined by the General Partner in its sole discretion.

(c) Qualified Income Offset. Notwithstanding any other provision of
this Agreement, if a Partner unexpectedly receives an adjustment,
allocation or distribution

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described in Regulation Section 1.704-1(b)(2)(ii)(d)(4),(5) or (6) that
causes or increases an Excess Deficit Capital Account Balance with respect
to such Partner, items of Partnership gross income and gain shall be
specially allocated to such Partner in an amount and manner sufficient to
eliminate such Excess Deficit Capital Account Balance as quickly as
possible.

(d) Gross Income Allocation. If at the end of any Partnership taxable
year, a Partner has an Excess Deficit Capital Account Balance, such Partner
shall be specially allocated items of Partnership income or gain in an
amount and manner sufficient to eliminate such Excess Deficit Capital
Account Balance as quickly as possible, until all Excess Deficit Capital
Account Balances have been eliminated. To the extent that any class of
Partnership Units that are convertible into OP Units has received
distributions at the end of any Partnership taxable year (including any
prior taxable year) in excess of the amounts such class of Partnership
Units would have received during such taxable year or years if all of the
Partnership Units of such class had been converted into OP Units (such
excess being referred to hereinafter as "Excess Amounts"), such items of
gross income or gain shall then be allocated proportionately to and among
the holders of such class Partnership Units until such holders have been
allocated an amount equal to all Excess Amounts.

(e) Partner Nonrecourse Debt. Notwithstanding any other provision of
this Agreement, any item of Partnership Loss, deduction or expenditures
described in Code Section 705(a)(2)(B) that is attributable to a Partner
Nonrecourse Debt shall be allocated to those Partners that bear the
economic risk of loss for such Partner Nonrecourse Debt, and among such
Partners in accordance with the ratios in which they share such economic
risk, determined in accordance with Treasury Regulation Section 1.704-2(i).
If there is a net decrease for a Partnership taxable year in any Partner
Nonrecourse Debt Minimum Gain of the Partnership, each Partner with a share
of such Partner Nonrecourse Debt Minimum Gain as of the beginning of such
year shall be allocated items of gross income and gain in the manner and to
the extent provided in Treasury Regulation Section 1.704-2(i)(4).

(f) Interpretation. The foregoing provisions of this Section 7.3 are
intended to comply with Treasury Regulation Sections 1.704-1(b) and 1.704-2
and shall be interpreted consistently with this intention. Any terms used
in such provisions that are not specifically defined in this Agreement
shall have the meaning, if any, given such terms in the Regulations cited
above.

(g) Curative Allocations. If any allocation of gain, income, loss,
expense or any other item is made pursuant to Section 7.3(a), 7.3(c),
7.3(d) or 7.3(e) of this Agreement (the "Regulatory Allocations") with
respect to one or more Partners (the "Deficit Partners"), then the balance
of such items for the current and all subsequent fiscal years shall be
allocated among the Partners other than the Deficit Partners as if such
items were allocated among all the Partners (including the Deficit
Partners) without regard to this Section 7.3, until the amount of such
items that would have been allocated to the

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Deficit Partners but for the Regulatory Allocations equal the amount
allocated to the Deficit Partners pursuant to the Regulatory Allocations.

7.5 Special Allocations with Respect to Contributed or Revalued Property.
Notwithstanding anything contained herein to the contrary, taxable income, gain,
loss and deduction with respect to any Partnership property that is contributed
to the Partnership by a Partner shall be shared among the Partners for income
tax purposes pursuant to Regulations promulgated under Section 704(c) of the
Code, so as to take into account the variation, if any, between the basis of the
property to the Partnership and its initial Gross Asset Value. With respect to
Partnership property that is initially contributed to the Partnership upon its
formation, such variation between basis and initial Gross Asset Value shall be
taken into account under the "traditional method" as described in Treasury
Regulation Section 1.704-3(b), unless otherwise determined by the General
Partner and the contributing Partner. With respect to properties subsequently
contributed to the Partnership, the Partnership shall account for such variation
under any method approved under Section 704(c) of the Code and the applicable
regulations as chosen by the General Partner. In the event the Gross Asset
Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the
definition of Gross Asset Value (as provided in Article 1 of this Agreement),
subsequent allocations of tax items with respect to such asset shall take
account of the variation, if any, between the adjusted basis of such asset and
its Gross Asset Value in the same manner as under Section 704(c) of the Code and
the applicable regulations.

7.6 Allocations with Respect to Partnership Units other than OP Units. In
the event the General Partner issues additional classes of Partnership Units
other than OP Units and the Series A and Series B Preferred Units to Limited
Partners, then the General Partner shall determine, in its sole discretion, the
Profits and Losses attributable to each class (subject to the requirement that
the Profits attributed to any class must bear a reasonable relationship to the
amount of cash distributions to that class) and shall allocate to Profits and
Losses of each class of Partnership Units among the Partners in such class in
proportion to their respective Percentage Interests in such class, after giving
effect to any and all special allocations set forth in Sections 7.3 and 7.4
above.

ARTICLE 8
DISTRIBUTIONS

8.1 Distribution of Net Cash Flow. Net Cash Flow of the Partnership, if
any, shall be distributed to and among the Partners as follows:

(a) If such Net Cash Flow has not arisen pursuant to a Liquidation of
the Partnership, such Net Cash Flow shall be distributed (i) first, to
holders of any class of Preferred Units in an amount equal to all
preferential distributions on such Preferred Units as set forth in the Unit
Certificate for such class, and (ii) thereafter, to the extent of the
remaining amount, to and among the other Partners in accordance with their
respective Percentage Interests; or

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(b) If such Net Cash Flow has arisen pursuant to a Liquidation of the
Partnership, such Net Cash Flow shall be distributed to and among the
Partners having positive balances in their Capital Accounts (after any and
all allocations of Profits and Losses and prior distributions are reflected
in such Capital Accounts), in proportion to and to the extent of such
positive balances.

Net Cash Flow shall be distributed to the Partners in such amounts and at such
intervals as the General Partner, in its sole discretion, may determine, but no
less frequently than quarterly. With respect to each and every distribution of
Net Cash Flow to the Partners hereunder, the General Partner shall distribute
such Net Cash Flow only to those Partners who are Partners on the Partnership
Record Date and whose Partnership Units were outstanding during the period to
which such distribution relates and, with respect to those Partners who were
issued additional Partnership Units during such period, the General Partner
shall distribute Net Cash Flow (i) on a pro-rated basis based upon the number of
days during such period that such Partners held such additional Partnership
Units or (ii) on such other reasonable basis as determined by the General
Partner in its sole discre tion; provided, however, in no event may a Partner
receive a distribution of Net Cash Flow with respect to any particular
Partnership Unit if such Partner is entitled to receive a distribution out of
such Net Cash Flow with respect to one or more shares of Common Stock for which
such Partnership Unit has been redeemed. Notwithstanding the fore going, the
General Partner shall take such reasonable efforts, as determined by it in its
sole and absolute discretion and consis tent with its qualification as a REIT,
to cause the Partnership to distribute sufficient amounts to enable the General
Partner to pay stock holder dividends that will (i) satisfy the REIT
Requirements and (ii) avoid any federal income or excise tax liability of the
General Partner.

8.2 Distributions in Kind. No right is given to any Partner to demand and
receive property or cash. The General Partner may determine, in its sole and
absolute discretion, to make a distribution in kind to the Partners of
Partnership assets, and such assets shall be distributed in such a fashion as to
ensure that the fair market value of such assets is distri buted and allocated
in accordance with Section 8.1 hereof.

8.3 Withholding. Each Limited Partner hereby authorizes the Partnership
to withhold from or pay on behalf of or with respect to such Limited Partner any
amount of federal, state, local or foreign taxes that the General Partner
determines or reasonably believes that the Partnership is required to withhold
or pay with respect to any amount distributable or allocable to such Limited
Partner pursuant to this Agreement, including, without limitation, any taxes
required to be withheld or paid by the Partnership pursuant to Code Sections
1441, 1442, 1445 or 1446. Any and all amounts withheld pursuant to this Section
8.3 with respect to any allocation, payment or distribution to any Partner
hereunder shall be treated as amounts distributed to such Partner pursuant to
Section 8.1 hereof for all purposes under this Agreement. If any amount is
withheld by the Partnership pursuant to this Section 8.3 with respect to a
particular Partner and such amount would not have been distributed to such
Partner pursuant to Section 8.1 hereof at any time on or before the date it is
withheld, then such Partner shall contribute to the capital of the Partnership
an amount equal to the amount so withheld as soon as practicable after the
delivery by the General Partner to such Partner of a notice requesting such
contribution to the

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Partnership. The General Partner, on behalf of the Partnership, shall have the
right to offset any obligation of a Partner to contribute additional funds to
the Partnership pursuant to the immediately preceding sentence of this Section
8.3 against any future distributions due to such Partner under Section 8.1
hereof.

8.4 Distributions with Respect to Partnership Units other than OP Units.
Notwithstanding the foregoing provisions of this Article 8, in the event the
General Partner issues additional classes of Partnership Units other than OP
Units or Series A and Series B Preferred Units to Limited Partners, then the
General Partner shall determine, in its sole discretion (subject to Section
7.6), the amount of distributions of Net Cash Flow attributable to each class
and shall distribute such Net Cash Flow to each class of Partnership Units among
the Partners in such class in proportion to their respective Percentage
Interests in such class or otherwise required pursuant to the terms of such
Partner's Unit Certificates.

ARTICLE 9
MANAGEMENT

9.1 Management of Partnership Affairs. Except as otherwise specifically
provided in this Agreement, the General Partner shall have full, exclusive and
complete responsibility and discretion in the management and control of the
business and affairs of the Partnership and shall make all decisions affecting
the Partnership's business and affairs. Subject to the fore going, the General
Partner shall have all the rights, powers and obligations of a general partner
as provided in the Act, and, except as otherwise provided, any action taken by
the General Partner (in its capacity as such) shall constitute the act of and
serve to legally bind the Partnership. Persons dealing with the Partnership
shall be entitled to rely conclusively on the power and authority of the General
Partner as set forth in this Agreement.

9.2 Powers and Authorities of the General Partner. Except as otherwise
specifically provided in this Agreement, and subject to Section 9.3 hereof, the
General Partner is hereby granted the right, power and authority to do on behalf
of the Partnership all things which, in its best business judgment, are
necessary, proper or desirable to carry out its duties and responsibilities,
including but not limited to, the right, power and authority:

(a) To manage, control, invest, reinvest, acquire by purchase, lease
or otherwise, develop, expand, sell, contract to purchase or sell, grant,
obtain or exercise options to purchase, options to sell or conversion
rights, assign, transfer, convey, deliver, endorse, exchange, pledge,
mortgage, abandon, improve, repair, maintain, insure, lease for any term
and otherwise deal with any and all property of whatsoever kind and nature,
and wheresoever situated, in furtherance of the purposes of the
Partnership;

(b) To acquire, directly or indirectly, interests in real estate of
any kind and of any type, and any and all kinds of interests therein, and
to determine the manner in which title thereto is to be held; to manage,
insure against loss, protect and subdivide any of the real estate,
interests therein or parts thereof; to improve, develop or redevelop and
expand

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any such real estate; to participate in the ownership and development of
any property; to dedicate for public use, to vacate any subdivisions or
parts thereof, to resubdivide, to contract to sell, to grant options to
purchase or lease, to sell on any terms; to convey, to mortgage, pledge or
otherwise encumber said property, or any part thereof; to lease said
property or any part thereof from time to time, upon any terms and for any
period of time, and to renew or extend leases, to amend, change or modify
the terms and provisions of any leases and to grant options to lease and
options to renew leases and options to purchase; to partition or to
exchange said real property, or any part thereof, for other real or
personal property; to grant easements or charges of any kind; to release,
convey or assign any right, title or interest in or about or easement
appurtenant to said property or any part thereof; to construct and
reconstruct, remodel, alter, repair, add to or take from buildings on said
premises; to insure any Person having an interest in or responsibility for
the care, management or repair of such property; to direct the trustee of
any land trust to mortgage, lease, convey or contract to convey the real
estate held in such land trust or to execute and deliver deeds, mortgages,
notes, and any and all documents pertaining to the property subject to such
land trust or in any matter regarding such trust; to execute assignments of
all or any part of the beneficial interest in such land trust;

(c) To employ, engage or contract with or dismiss from employment or
engagement Persons to the extent deemed necessary by the General Partner
for the operation and management of the Partnership business, including but
not limited to, contractors, subcontractors, engineers, architects,
surveyors, mechanics, consultants, accountants, attorneys, insurance
brokers, real estate brokers and others;

(d) To enter into contracts on behalf of the Partnership;

(e) To borrow money, procure loans and advances from any Person for
Partnership purposes, and to apply for and secure, from any Person, credit
or accommodations; to contract liabilities and obligations, direct or
contingent and of every kind and nature with or without security; and to
repay, discharge, settle, adjust, compromise or liquidate any such loan,
advance, credit, obligation or liability;

(f) To pledge, hypothecate, mortgage, assign, deposit, deliver, enter
into sale and leaseback arrangements or otherwise give as security or as
additional or substitute security, or for sale or other disposition any and
all Partnership property, tangible or intangible, including, but not
limited to, real estate and beneficial interests in land trusts, and to
make substitutions thereof, and to receive any proceeds thereof upon the
release or surrender thereof; to sign, execute and deliver any and all
assignments, deeds and other contracts and instruments in writing; to
authorize, give, make, procure, accept and receive moneys, payments,
property, notices, demands, vouchers, receipts, releases, compromises and
adjustments; to waive notices, demands, protests and authorize and execute
waivers of every kind and nature; to enter into, make, execute, deliver and
receive written agreements, undertakings and instruments of every kind and
nature; to give oral instructions and make oral agreements; and generally
to do any and all other acts and

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things incidental to any of the foregoing or with reference to any dealings
or transactions which any attorney may deem necessary, proper or advisable;

(g) To acquire and enter into any contract of insurance which the
General Partner deems necessary or appropriate for the protection of the
Partnership, for the conservation of the Partnership's assets or for any
purpose convenient or beneficial to the Partnership;

(h) To conduct any and all banking transactions on behalf of the
Partnership; to adjust and settle checking, savings, and other accounts
with such institutions as the General Partner shall deem appropriate; to
draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay
any checks, drafts, bills of exchange, acceptances, notes, obligations,
undertakings and other instruments for or relating to the payment of money
in, into, or from any account in the Partnership's name; to execute,
procure, consent to and authorize extensions and renewals of the same; to
make deposits and withdraw the same and to negotiate or discount commercial
paper, acceptances, negotiable instruments, bills of exchange and dollar
drafts;

(i) To demand, sue for, receive, and otherwise take steps to collect
or recover all debts, rents, proceeds, interests, dividends, goods,
chattels, income from property, damages and all other property, to which
the Partnership may be entitled or which are or may become due to the
Partnership from any Person; to commence, prosecute or enforce, or to
defend answer or oppose, contest and abandon all legal proceedings in which
the Partnership is or may hereafter be interested; and to settle,
compromise or submit to arbitration any accounts, debts, claims, disputes
and matters which may arise between the Partnership and any other Person
and to grant an extension of time for the payment or satisfaction thereof
on any terms, with or without security;

(j) To make arrangements for financing, including the taking of all
action deemed necessary or appropriate by the General Partner to cause any
approved loans to be closed;

(k) To take all reasonable measures necessary to insure compliance by
the Partnership with applicable arrangements, and other contractual
obligations and arrangements entered into by the Partnership from time to
including periodic reports as required to lenders and using all due
diligence to insure that the Partnership is in compliance with its
contractual obligations;

(l) To maintain the Partnership's books and records; and

(m) To prepare and deliver, or cause to be prepared and delivered by
the Partnership's Accountants, all financial and other reports with respect
to the operations of the Partnership, and preparation and filing of all
Federal and state tax returns and reports.

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Except as otherwise provided herein, to the extent the duties of the General
Partner require expenditures of funds to be paid to third parties, the General
Partner shall not have any obligations hereunder except to the extent that
Partnership funds are reasonably available to it for the performance of such
duties, and nothing herein contained shall be deemed to authorize or require the
General Partner, in its capacity as such, to expend its individual funds for
payment to third parties or to undertake any individual liability or obligation
on behalf of the Partnership.

9.3 Major Decisions.

The General Partner shall not, without the prior consent of holders of
at least eighty-five percent (85%) of the Partnership Units taken as a single
class, on behalf of the Partnership, undertake any of all following actions:

(a) Cause or permit the merger of the Partnership into any Person
pursuant to a transaction in which the Partnership is not the surviving
entity, or take any other action which may have the effect of the
foregoing;

(b) Dissolve, liquidate or wind-up the Partnership; or

(c) Convey or otherwise transfer all or substantially all of the
Partnership's assets in one or a series of transactions.

9.4 Restrictions on General Partner's Authority.

(a) The General Partner may not take any action in contravention of
this Agreement, including, without limitation:

(i) Take any action that would make it impossible to carry on
the ordinary business of the Partnership, except as otherwise provided in
this Agreement;

(ii) Admit a Person as a Partner, except as otherwise provided in
this Agreement;

(iii) Perform any act that would subject a Limited Partner to
liability as a general partner in any jurisdiction or any other liability
except as provided herein or under the Act; or

(iv) Enter into any contract, mortgage, loan or other agreement
that prohibits or restricts, or has the effect of prohibiting or
restricting, the ability of a Limited Partner to exercise its Redemption
Rights in full, except with the written consent of such Limited Partner.

(b) The General Partner may not, without the consent of all of the
Limited Partners, change its policy of holding its assets and conducting
its business solely through the Partnership, nor may any transactions
described in Section 12.6(a) or 12.6(b), without the

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consent of all the Limited Partners, be structured in a manner which will change
the General Partner's policy of holding its assets and conducting its business
through the Partnership (or the Surviving Partnership, if applicable) if the
result of such transaction is the recognition of gain by the Limited Partners.

9.5 Engagements by the Partnership. The General may engage, on behalf and
at the expense of the Partnership, such professional persons, firms or
corporations as the General Partner in its reasonable judgment shall deem
advisable for the conduct and operation of the business of the Partnership,
including, without limitation, brokers, mortgage bankers, lawyers, accountants,
architects, engineers, consultants, contractors and purveyors of other such
services for the Partnership on such terms and for such compensation or costs as
the General Partner, in its reasonable judgment, shall determine.

9.6 Engagement of Affiliates. The General Partner may, on behalf and at
the expense of the Partnership, engage the General Partner or a firm in which
the General Partner, a Limited Partner, or a Partner, officer, director,
stockholder or Affiliate of any of them, has an interest, to render services to
the Partnership and/or the assets of the Partnership, provided that the fees or
other compensation payable for such services are specifically authorized by the
terms of this Agreement or are comparable to those prevailing in arm's-length
transactions for similar services and are approved by the Board of Directors.

9.7 Liability of the General Partner. The General Partner and its
Affiliates, officers, directors, agents and employees shall not be liable,
responsible or accountable in damages or otherwise to the Partnership or any of
the Partners or their successors or assigns for any acts or omissions performed
or omitted within the scope of its authority as General Partner, or otherwise
conferred on the General Partner and such Affiliates, officers, directors,
agents and employees by this Agreement, provided that the General Partner or
such Affiliates, officers, directors, agents or employees shall act in good
faith and shall not be guilty of willful misconduct or gross negligence.

9.8 Reimbursement of Certain Expenses of the General Partner.

(a) Except as provided in this Section 9.8 and elsewhere in this
Agreement (including the provisions of Articles 7 and 8 regarding
distributions, payments and allocations to which it may be entitled), the
General Partner shall not be compensated for its services as general
partner of the Partnership.

(b) The General Partner shall be reimbursed on a monthly basis, or
such other basis as the General Partner may determine in its sole and
absolute discretion, for all expenses it incurs relating to the ownership
and operation of, or for the benefit of, the Partnership, including without
limitation, any expenses incurred by the General Partner in connection with
the management by the General Partner of any property owned by any Property
Partnership; provided, however, that the amount of any such reimbursement
shall be reduced by any interest earned by the General Partner with respect
to bank accounts or other instruments or accounts held by it on behalf of
the Partnership. The

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Limited Partners acknowledge that the General Partner's sole business is
the ownership of interests in and operation of the Partnership and that all
of the General Partner's expenses are incurred for the benefit of the
Partnership.

(c) The General Partner shall be deemed to be reimbursed in
accordance with the provisions of Sections 6.1 and 6.3 hereof for all
expenses it incurs relating to the Offering and any other offering and/or
issuance of Additional Partnership Units, Partnership Interests and/or
Common Stock as described in Sections 6.1 and 6.3 hereof.

9.9 Outside Activities of the General Partner. The General Partner shall
not directly or indirectly enter into or conduct any business, other than in
connection with the ownership, acquisition and disposition of Partnership
Interests as a General Partner and the management of the business of the
Partnership, and such activities as are incidental to same. The General Partner
shall not, directly or indirectly, participate in or otherwise acquire any
interest in any real or personal property, except its Partnership Interest as a
General Partner and as otherwise provided in this Agreement, and other than such
short-term liquid investments, bank accounts or similar instruments as it deems
necessary to carry out its responsibilities contemplated under this Agreement.

9.10 Operation in Accordance with REIT Requirements. The Partners
acknowledge and agree that the Partnership shall be operated in a manner that
will enable the General Partner to (i) satisfy the REIT Requirements and (ii)
avoid the imposition of any federal income or excise tax liability. The
Partnership shall avoid taking any action which would result in the General
Partner ceasing to satisfy the REIT Requirements or would result in the
imposition of any federal income or excise tax liability on the General Partner.

9.11 Title Holder. To the extent allowable under applicable law, title to
all or any part of the properties of the Partnership may be held in the name of
the Partnership or any other individual, corporation, partnership, trust or
otherwise, 100% of the beneficial interest in which shall at all times be vested
in the Partnership. Any such title holder shall perform any and all of its
respective functions to the extent and upon such terms and conditions as may be
determined from time to time by the General Partner.

ARTICLE 10
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

10.1 No Participation in Management of Partnership; Rights of Limited
Partners to Certain Documents

(a) The Limited Partners shall have such rights as are enumerated as
rights of limited partners under the Act. The Limited Partners, in such
capacity, shall not take part in, or interfere in any manner, with the
conduct or control of the Partnership's business and shall have no right or
authority to act for or bind the Partnership, said powers being vested
solely and exclusively in the General Partner. Except as specifically set
forth in

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this Agreement, the Limited Partners, in their capacities as such, shall
not have any right or power whatsoever to take any action with respect to
the conduct or control of the Partnership or its business including, but
not limited to, any right to vote on, or otherwise approve, any matters or
decisions, whether material, major or otherwise, in connection with the
business of the Partnership.

(b) In addition to any other rights provided in this Agreement or by
the Act, and except as limited by Section 10.1(c) below, each Limited
Partner shall have the right, for a purpose reasonably related to such
Limited Partner's interest as a limited partner in the Partnership, upon
written demand with a statement of the purpose of such demand and at such
Limited Partner's own expense:

(i) to obtain a copy of the most recent annual and quarterly reports
filed with the Securities and Exchange Commission by the General
Partner pursuant to the Securities Exchange Act of 1934, as
amended, and each report sent to the stockholders of the General
Partner;

(ii) to obtain a copy of the Partnership's federal, state and local
income tax returns for each fiscal year of the Partnership;

(iii) to obtain a current list of the name and last known business,
residence or mailing address of each Partner;

(iv) to obtain a copy of this Agreement and the Certificate and all
amendments thereto, together with executed copies of all powers
of attorney pursuant to which this Agreement, the Certificate and
all amendments thereto have been executed; and

(v) to obtain true and full information regarding the amount of cash
and a description and statement of any other property or services
contributed by each Partner and which each Partner has agreed to
contribute in the future, and the date on which each became a
Partner.

(c) Notwithstanding any other provisions of Section 10.1(b), the
General Partner may keep confidential from the Limited Partners, for such
period of time as the General Partner determines in its sole and absolute
discretion to be reasonable, any information that (i) the General Partner
believes to be in the nature of trade secrets or other information the
disclosure of which the General Partner in good faith believes is not in
the best interests of the Partnership or the General Partner or (ii) the
Partnership or the General Partner is required by law or by agreements with
unaffiliated third parties to keep confidential.

10.2 Withdrawal, Retirement, Death, Incompetency, Insolvency or Dissolution
of a Limited Partner. A Limited Partner shall have no right to withdraw, retire
or resign from the Partnership. The death, incompetency, insolvency or
dissolution of a Limited Partner shall not

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terminate the Partnership. Upon the death of a Limited Partner, his or her
executor, administrator or successor in interest shall have all of the rights
and duties of a Limited Partner for the purpose of settling his or her estate.

10.3 Redemption Rights.

(a) Grant of Rights. The General Partner does hereby grant to the
Limited Partners and the Limited Partners do hereby accept the right, but
not the obligation (such right shall be referred to hereinafter sometimes
as the "Redemption Rights"), to require the Partnership to redeem all or
part of their OP Units or other classes of Partnership Units as may be
designated by the General Partner for shares of Common Stock and/or cash,
at any time or from time to time after the date which is one (1) year after
the date on which such Partnership Units were issued (or such later date
after the date of issuance as may be specified in the Certificate of
Designation of any class of Partnership Units or otherwise determined by
the General Partner) on the terms and subject to the conditions and
restrictions contained in this Section 10.3. For purposes of this Section
10.3, OP Units issued upon the redemption of Series A or Series B Preferred
Units shall be deemed to have been issued on the date such Series A or
Series B Preferred Units were issued.

(b) Delivery of Exercise Notices. Any one or more Limited Partners
("Exercising Partners") may, subject to the limitations set forth in this
Section 10.3, deliver to the General Partner written notice in the form
attached to the Unit Certificate as Attachment 1 (the "Exercise Notice")
pursuant to which such Exercising Partners elect to exercise their
Redemption Rights with respect to all or any portion of their Partnership
Units. The Exercise Notice shall specify the specific number of
Partnership Units which the Limited Partner intends to require the
Partnership to redeem for shares of Common Stock and the specific number of
Partnership Units which the Limited Partner intends to require the
Partnership to redeem for cash. Only whole numbers of Partnership Units
may be redeemed. Once delivered, the Exercise Notice shall be irrevocable,
subject to payment by the General Partner of shares of Common Stock and/or
cash in respect of such Partnership Units in accordance with the terms
hereof.

(c) Assumption by General Partner. Notwithstanding anything
contained herein to the contrary, the General Partner may, in its sole and
absolute discretion, assume directly the obligation with respect to and
satisfy an Exercising Partner's exercise of a Redemption Right by paying to
the Exercising Partner, at the General Partner's election, shares of Common
Stock and/or cash, as determined in accordance with the provisions of
Section 10.3(e) below, whereupon the General Partner shall acquire the
Offered Units and shall be treated for all purposes of this Agreement as
the owner of such Offered Units. In the event the General Partner shall
exercise its right to satisfy the Redemption Right in the manner described
in the preceding sentence, the Partnership shall have no obligation to pay
any amount to the Exercising Partner with respect to such Exercising
Partner's exercise of the Redemption Right, and each of the Exercising
Partner, the Partnership and the General Partner shall treat the
transaction between the

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General Partner and the Exercising Partner as a sale of the Offered Units
to the General Partner for federal income tax purposes.

(d) Limitation on Exercise of Redemption Rights. Redemption Rights
may be exercised at any time and from time to time after the date which is
one (1) year after the date on which such Partnership Units were issued
(or such later date after the date of issuance as may be specified in the
Certificate of Designation of any class of Partnership Units or otherwise
determined by the General Partner), subject to the following limitations:

(i) A Limited Partner may not exercise its Redemption Rights
pursuant to any one particular Exercise Notice for less than
One Thousand (1,000) Partnership Units or, if such Limited
Partner holds less than One Thousand (1,000) Partnership
Units, all of the Partnership Units held by such Limited
Partner;

(ii) A Limited Partner shall not have the right to exercise its
Redemption Rights hereunder if, in the opinion of counsel
selected by the General Partner, in its sole and absolute
discretion, such exercise and/or issuance of shares of
Common Stock may or would (A) violate the General Partner's
Articles of Incorporation, as amended from time to time, (B)
cause the General Partner to fail any one or more of the
REIT Requirements or (C) constitute a violation of
applicable securities laws; and

(iii) Each Limited Partner acknowledges and agrees that the
issuance of shares of Common Stock pursuant to the
Redemption Rights will not be registered under the
Securities Act of 1933, as amended (the "Act"), or any state
securities laws. Accordingly, shares of Common Stock issued
to such Limited Partner may be required to be held
indefinitely and the General Partner shall have no
obligation to register such shares under the Act or any
state securities laws unless required to do so pursuant to a
separate written agreement entered into by the General
Partner at the time of the issuance. In addition, such
Limited Partner will be required to meet such other
requirements and to provide such other information and
representations as the General Partner may require, which
are required in the opinion of its counsel to lawfully allow
it to issue such shares without registration under the Act
and any applicable state securities laws. Each Limited
Partner acknowledges that the certificates representing
shares of Common Stock issued will also bear a legend with
respect to any restrictions on transfer required in the
opinion of counsel for the General Partner. The General
Partner acknowledges that the Limited Partners have been
granted the right, in certain circumstances and

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subject to certain limitations, to require the registration
under the Act of the shares of Common Stock issued pursuant
to the Redemption Rights.

(e) Computation of Number of Exchange Shares and/or Cash To Be Paid. Each
Partnership Unit which is to be redeemed for shares of Common Stock shall be
redeemed for one share of Common Stock, as adjusted from time to time as
provided in Section 10.3(i). Each Partnership Unit which is to be redeemed for
cash shall be redeemed for an amount of cash equal to the Current Per Share
Market Price (determined as of the Trading Day immediately preceding the date
upon which the closing of the redemption of Offered Units is to occur).
Notwithstanding anything contained herein to the contrary, the General Partner,
in its sole and absolute discretion, shall have the right either (i) to deliver
shares of Common Stock to each Exercising Partner in lieu of all or any portion
of the cash requested by such Exercising Partner, the number of which shares of
Common Stock shall be determined pursuant to the first sentence of this Section
10.3(e) or (ii) to cause the Partnership to pay cash to each Exercising Partner
in lieu of all or any portion of the number of shares of Common Stock requested
by such Exercising Partner, the amount of such cash per Partnership Unit shall
be determined pursuant to the second sentence of this Section 10.3(e). No
fractional shares of Common Stock shall be issued in return for Partnership
Units. If more than one Partnership Unit shall be requested to be redeemed at
the same time by the same Limited Partner, the number of full shares of Common
Stock that shall be issuable upon the redemption thereof shall be computed on
the basis of the aggregate number of shares of Common Stock represented by the
Partnership Units so presented. If any fraction of a share of Common Stock
would, except for the provisions of this Section 10.3(e), be issuable on the
redemption of any Partnership Units (or specified portion thereof), the General
Partner shall pay an amount in cash equal to the Current Per Share Market Price
(determined as of the Trading Day immediately preceding the date upon the
closing of the Redemption of the Offered Units is to occur), multiplied by such
fraction.

(f) Closing; Delivery of Election Notice. The closing of the redemption
of Offered Units shall, unless otherwise mutually agreed, be held at the
principal offices of the General Partner, on the date agreed to by the General
Partner and the Exercising Partners, which date shall in no event be later than:
(i) ten (10) business days after the date of delivery of the Exercise Notice to
the General Partner or (ii) the first date upon which all legal and other
conditions with respect to such redemption have been satisfied (which shall
include the expiration or termination of any applicable waiting periods).

(g) Closing Deliveries. At the closing of the redemption of Offered
Units, (i) the Exercising Partners shall execute and deliver (A) proper
instruments of transfer and assignment of the Offered Units, (B) a Unit
Certificate or Unit Certificates representing the number of Offered Units to be
so redeemed and (C) representations and warranties with respect to their due
authority to sell all of the right, title and interest in and to such Offered
Units to the General Partner and, with respect to the status of the Offered
Units, that such Offered Units are free and clear of all liens, claims and
encumbrances

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whatsoever, and (ii) the General Partner shall (A) if shares of Common Stock are
to be issued, execute and deliver representations and warranties with respect to
its due authority to issue the shares of Common Stock to be received in the
exchange; deliver an opinion of counsel for the General Partner, reasonably
satisfactory to the Exercising Partners, to the effect that such shares of
Common Stock have been duly authorized, are validly issued, fully-paid and
non-assessable; and deliver a stock certificate or certificates evidencing the
shares of Common Stock to be issued and registered in the name(s) of the
Exercising Partner(s) or its or their designee(s), and/or (B) if cash is to be
paid for Partnership Units, deliver a check in the amount of any cash due to the
Exercising Partner(s) at such closing. If any Exercising Partner shall have
delivered a Unit Certificate or Unit Certificates representing a number of
Partnership Units in excess of the number of Offered Units, the Partnership
shall issue to such Exercising Partner, at the expense of the Partnership, a new
Unit Certificate covering the number of Partnership Units representing the
unredeemed portion of the Unit Certificate or Unit Certificates so surrendered,
which new Unit Certificate shall entitle the holder thereof to such rights of
ownership of Partnership Units to the same extent as if the Unit Certificate
covering such unredeemed Partnership Units had not been surrendered for
redemption.

(h) Restriction on Redemption of Partnership Units. Notwithstanding
anything in paragraph (e) and (f) above, or any other provision of this Section
10.3 to the contrary, after the earlier of January 1, 2006, or the date on which
the number of Partners exceeds 500, upon delivery of the Exercise Notice, the
General Partner shall notify the Limited Partner, within 10 days thereof,
whether such Offered Units will be redeemed for cash or Common Stock and the
closing of the redemption of Offered Units shall not occur any earlier than the
later of (i) 10 days after such notification by the General Partner or (ii) the
fifteenth (15th) day after the date on which the Exercise Notice for such
Offered Units was delivered to the General Partner (or, if later, in both case
(i) and (ii), the first date upon which all legal and other conditions with
respect to such redemption have been satisfied, which shall include the
expiration or termination of any applicable waiting periods), and in no event
shall the current Per Share Market Price of any such Offered Units be determined
as of any Trading Date prior to the fourteenth (14th) business day after the
date of delivery of the Exercise Notice; provided, however, that the provisions
of this Section 10.3(h) shall cease to apply and shall have no further force or
effect on the date, if any, on which the Partnership receives either a ruling
from the IRS or an unqualified opinion from the General Partner's counsel to the
effect that, under the original provisions of paragraph (e) and (f) prior to any
modification thereof by this paragraph (h), the Partnership will not be treated
as a "publicly traded partnership" within the meaning of Section 7704 of the
Code or any successor provision.

(i) Term of Rights. Unless sooner terminated, the rights of the parties
with respect to the Redemption Rights shall commence as of the date which is one
(1) year after the date of this Agreement and lapse for all purposes and in all
respects upon the termination of the Partnership; provided, however, that the
parties hereto shall continue to

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be bound by an Exercise Notice delivered to the General Partner prior to such
termination.

(j) Covenants of the General Partner. To facilitate the General Partner's
ability to fully perform its obligations hereunder, the General Partner
covenants and agrees as follows:

(i) At all times during the pendency of the Redemption Rights, the
General Partner shall reserve for issuance such number of shares
of Common Stock as may be necessary to enable the General Partner
to issue such shares in full exchange for all Partnership Units
held by the Limited Partners which are from time to time issued
and outstanding;

(ii) During the pendency of the Redemption Rights, each Limited
Partner shall receive in a timely manner all reports and/or other
communications transmitted from time to time by the General
Partner to its shareholders generally; and

(iii) In case the General Partner shall issue rights or warrants to all
holders of shares of its Common Stock entitling them to subscribe
for or purchase shares of Common Stock at a price per share less
than the Current Per Share Market Price as of the date
immediately prior to the date of such issuance, the General
Partner shall also issue to each holder of a Partnership Unit
such number of rights or warrants, as the case may be, as he
would have been entitled to receive had he required the
Partnership to redeem his Partnership Units immediately prior to
the record date for such issuance by the General Partner.

(iv) In case the outstanding shares of Common Stock shall be
subdivided into a greater number of shares, the number of shares
of Common Stock for which each Partnership Unit thereafter may be
redeemed shall be increased proportionately, and, conversely, in
case outstanding shares of Common Stock each shall be combined
into a smaller number of shares, the number of shares of Common
Stock for which each Partnership Unit thereafter may be redeemed
shall be reduced proportionately, such increase or reduction as
the case may be, to become effective immediately after the
opening of business on the Trading Day following the day upon
which such subdivision or combination becomes effective.

(v) In case shares of Common Stock shall be changed into the same or
a different number of shares of any class or classes of shares of
beneficial interest, whether by capital reorganization,

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reclassification or otherwise (other than a subdivision or
combination of shares or a stock dividend described in Section
10.3(i)(iv) above) then and in each such event the Limited
Partners shall have the right thereafter to require the
Partnership to redeem their Partnership Units for the kind and
amount of shares and other securities and property which would
have been received upon such reorganization, reclassification or
other change by holders of the number of shares of Common Stock
for which the Partnership Units might have been redeemed
immediately prior to such reorganization, reclassification or
change.

(vi) The General Partner may, but shall not be required to, make such
adjustments to the number of shares of Common Stock issuable upon
redemption of a Partnership Unit, in addition to those required
by paragraphs (iii), (iv) and (v) of this Section 10.3(i), as the
Board of Directors considers to be advisable in order that any
event treated for Federal income tax purposes as a dividend of
stock or stock rights shall not be taxable to the recipients.
The Board of Directors shall have the power to resolve any
ambiguity or correct any error in the adjustments made pursuant
to this Section 10.3(i) and its actions in so doing shall be
final and conclusive.

(k) Limited Partners' Covenant. Each Limited Partner covenants and
agrees with the General Partner that all Offered Units tendered to the
General Partner in accordance with the exercise of Redemption Rights herein
provided shall be delivered to the General Partner free and clear of all
liens, claims and encumbrances whatsoever and should any such liens, claims
and/or encumbrances exist or arise with respect to such Offered Units, the
General Partner shall be under no obligation to acquire the same. Each
Limited Partner further agrees that, in the event any state or local
property transfer tax is payable as a result of the transfer of its Offered
Units to the General Partner (or its designee), such Limited Partner shall
assume and pay such transfer tax.

ARTICLE 11
BANKING, RECORDS AND TAX MATTERS

11.1 Partnership Funds. All funds of the Partnership shall be deposited in
its name in accounts (with banks, "money-market funds," or securities of the
United States government or like investment or depository media) designated by
the General Partner, and the General Partner or its designees shall have the
right to draw checks or other orders of withdrawal thereon and make, deliver,
accept and endorse negotiable instruments in connection with the Partnership
business.

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11.2 Books and Records. The following books, records, and accounts shall
be maintained by the Partnership, showing its assets, liabilities, transactions,
and financial condition: a current list of the full name and last known address
of each Partner, separately identifying the General and Limited Partners and set
forth in alphabetical order and setting forth the amount of cash or a
description and statement of the Agreed Value of other property contributed or
agreed to be contributed by each partner; the date on which each became a
Partner; a copy of the Certificate and all amendments thereto; copies of the
Partnership's federal, state and local income tax returns and reports, if any,
for the six most recent years; copies of this Agreement and any amendments
thereto; and copies of any financial statements of the Partnership for the three
most recent years. The Partnership's books shall be maintained at the principal
office of the Partnership. Each Partner shall have the right to inspect and
copy such materials at all reasonable times and during ordinary business hours.
The General Partner is not required to deliver to any Limited Partner copies of
the Certificate or any amendments thereto, unless requested by such Limited
Partner. Notwithstanding the foregoing, the General Partner shall have the
authority to designate a transfer agent to maintain a record of all of the
Partners of the Partnership, and the appointment of the transfer agent shall
relieve the Partnership of any obligations to keep separate records with respect
to the matters recorded in the books and records maintained by the transfer
agent. The General Partner may, from time to time, demand a statement from the
Limited Partners of record requesting each Limited Partner to disclose the
actual owners of the Partnership Units, including the identity of individuals or
beneficial owners that have an interest directly or indirectly (through other
passthrough entities) in such Limited Partner. Each Limited Partner should
submit such statement to the General Partner within 30 days after such request
was made by the General Partner.

11.3 Financial Statements. Within ninety-five (95) days after the close of
each fiscal year of the Partnership, the General Partner shall cause to be
prepared (at the Partnership's expense) and furnished to each Person who was a
Partner during the fiscal year then ended, a balance sheet of the Partnership as
of the close of such fiscal year and statements of income or loss, and Net Cash
Flow, if any. Such statements shall be prepared in accordance with generally
accepted accounting principles and certified by the Accountants for the
Partnership, unless such certification is waived, in writing, by all of the
Partners.

11.4 Tax Returns. Within ninety (90) days following the close of each
fiscal year of the Partnership, the General Partner shall cause to be prepared
(at the Partnership's expense) a United States Partnership Return of Income and
cause to be furnished to each Person who was a Partner during the fiscal year a
schedule (a "K-1 Schedule") of each such Partner's share of income, credits, and
deductions on the form then prescribed by the IRS. All elections and options
available to, or determinations as to items of income or expense of, the
Partnership for federal or state income tax purposes shall be taken, rejected or
made by the Partnership in the sole discretion of the General Partner.

11.5 Section 754 Matters. The General Partner, on behalf of the
Partnership, shall file an election under Section 754 of the Code in accordance
with the procedures set forth in the applicable Regulations promulgated
thereunder, which shall be effective beginning with the first

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fiscal year of the Partnership with respect to which the Partnership is eligible
to make such election, which election, for such fiscal year, may not be revoked
for any reason.

11.6 Tax Matters Partner. The General Partner is hereby appointed the "tax
matters partner" of the Partnership for all purposes pursuant to Sections
6221-6231 of the Code. The Partnership shall reimburse the tax matters partner
for any and all out-of-pocket costs and expenses (including attorneys' and
accountants' fees) incurred or sustained by it in its capacity as tax matters
partner. The Partnership shall indemnify, defend and hold the tax matters
partner harmless from and against any loss, liability, damage, cost or expense
(including attorneys' and accountants' fees) sustained or incurred as a result
of any act or decision concerning the Partnership tax matters and within the
scope of its responsibility as tax matters partner.

11.7 Other Reports. The General Partner shall deliver to each Limited
Partner, in a timely manner, all reports and/or other communications transmitted
from time to time by the General Partner to its shareholders.

ARTICLE 12
TRANSFER OF GENERAL PARTNER INTERESTS

12.1 Transfer of Interest of the General Partner. No General Partner may
at any time sell, assign, transfer, pledge or encumber any or all of its
Partnership Interest in the Partnership or withdraw or retire from the
Partnership except as otherwise provided herein or with the prior written
consent of Partners owning eighty-five percent (85%) of the issued and
outstanding Partnership Units taken as a single class. Retirement or withdrawal
from the Partnership shall not relieve the General Partner of any obligation
theretofore incurred by it hereunder. Notwithstanding anything contained herein
to the contrary, the Limited Partners shall have no right whatsoever to remove
the General Partner from the Partnership.

12.2 Retirement of the General Partner. If a General Partner shall
liquidate or dissolve, be adjudged bankrupt, enter into an assignment for the
benefit of creditors, have a receiver appointed to administer its interest in
the Partnership, be the subject of a voluntary or involuntary petition for
bankruptcy that is not dismissed or vacated within ninety (90) days of filing,
or have its interest in the Partnership seized by a judgment creditor, or if
there shall be an individual general partner and he shall die, be adjudicated
incompetent or become permanently disabled (each of the foregoing events is
referred to hereinafter as an "Event of Retirement"), such General Partner,
without further act or notice, immediately shall be deemed to have retired as
General Partner of the Partnership. If the General Partner retires as General
Partner of the Partnership as aforesaid, (i) such General Partner (or its
administrator, executor, personal representative or successor) (a) shall become
a nonparticipating Limited Partner (a "Nonparticipating Limited Partner")
retaining the General Partner's former interest in the Profits, Losses and Net
Cash Flow of the Partnership, but shall not acquire any right or interest in any
payment or distribution to the Limited Partners, as such, pursuant hereto, (b)
shall have no right to participate in the management of the affairs of the
Partnership, and (c) shall be disregarded in determining whether any approval,
consent, or other action has been given or taken by the

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Limited Partners; and (ii) the surviving General Partner(s), if any, shall
remain as such and the Partners hereby agree and consent that the Partnership
shall continue in effect and shall not terminate, subject, however, to the
provisions of Section 12.5 hereof.

12.3 Transferee of the General Partner's Interest. Any Person, other than
the General Partner, who acquires, in any manner whatsoever (except as herein
otherwise provided) the interest, or any portion thereof, of the General
Partner, shall not be a General Partner, but shall be entitled to become a
Nonparticipating Limited Partner upon written acceptance and adoption of all of
the terms and provisions of this Agreement and compliance with the requirements
of Section 13.3 of this Agreement. Such Person shall, to the extent of the
interest acquired, be entitled only to the transferor General Partner's rights,
if any, in the Profits, Losses and Net Cash Flow of the Partnership, but shall
not acquire any right or interest in any payment or distribution to the Limited
Partners, as such, pursuant hereto. No such Person shall have any right to
participate in the management of the affairs of the Partnership, and the
interest acquired by such Person shall be disregarded in determining whether any
approval, consent or other action has been given or taken by the Limited
Partners.

12.4 Retirement of Last Remaining General Partner. If the last remaining
General Partner shall at any time withdraw or suffer an Event of Retirement, the
Limited Partners shall have the right, within ninety (90) days thereafter, by a
written consent executed and delivered by Limited Partners owning a majority of
the issued and outstanding Partnership Interests taken as a single class, to
appoint one or more new General Partners as replacement General Partners, unless
the Act requires a greater percentage of the Limited Partners to consent to the
continuation of the Partnership, in which case such higher percentage shall be
required for the continuation of the Partnership. In such event, the Limited
Partners shall create for such replacement General Partners such interest in the
Partnership Profits, Losses and Net Cash Flow as the Limited Partners may agree
upon from among their collective interests in the Partnership.

12.5 Continuation of Partnership. In the event of the timely appointment
of a replacement or new General Partner(s) pursuant to this Article 12, the
relationship of the Partners shall be governed by the provisions of this
Agreement, the Partnership shall be continued, and the replacement or new
General Partner(s) shall have all of the management rights, duties,
responsibilities, authority and powers provided the General Partner in this
Agreement. If the Limited Partners fail to select a replacement or new General
Partner(s), whichever the case may be, within ninety (90) days following
retirement of the last remaining General Partner, the Partnership shall dissolve
and terminate.

12.6 Merger or Consolidation of the General Partner.

(a) Whether or not Section 9.3 hereof is applicable, the General
Partner shall not, unless Section 12.6(b) is applicable, engage in any
merger, consolidation or other combination with or into another person,
sale of all or substantially all of its assets or any reclassification,
recapitalization or similar transaction (each, a "Termination
Transaction"), unless such Termination Transaction is one in connection
with which all Limited Partners either will receive, or will have the right
to elect to receive, for each

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Partnership Unit, an amount of cash, securities, or other property equal to
the product of the number of shares of Common Stock into which such
Partnership Unit is convertible (or in the case of a Series A and Series B
Preferred Unit, the number of OP Units into which such Series A or Series B
Unit is convertible) and the greatest amount of cash, securities or other
property paid to a holder of one share of Common Stock in consideration of
one share of Common Stock pursuant to the terms of the Termination
Transaction; provided that; if, in connection with the Termination
Transaction, a purchase, tender or exchange offer shall have been made to
and accepted by the holders of the outstanding Common Stock, each holder of
Partnership Units (other than the Series A or Series B Preferred Units or
any other class of Partnership Units that are not directly redeemable for
Common Stock) shall receive, or shall have the right to elect to receive,
the greatest amount of cash, securities, or other property which such
holder would have received had it exercised its right to Redemption (as set
forth in Section 10.3)) and received Common Stock in exchange for its
Partnership Units immediately prior to the expiration of such purchase,
tender or exchange offer and had thereupon accepted such purchase, tender
or exchange offer and then such Termination Transaction shall have been
consummated.

(b) Whether or not Section 9.3 hereof is applicable, the General
Partner may merge, or otherwise combine its assets, with another entity
without satisfying the requirements of Section 12.6(a) hereof if: (i)
immediately after such merger or other combination, substantially all of
the assets directly or indirectly owned by the surviving entity, other than
Partnership Units held by such General Partner, are owned directly or
indirectly by the Partnership or another limited partnership or limited
liability company which is the survivor of a merger, consolidation or
combination of assets with the Partnership (in each case, the "Surviving
Partnership"); (ii) the Limited Partners own a percentage interest of the
Surviving Partnership based on the relative fair market value of the net
assets of the Partnership (as determined pursuant to Section 12.6(c)) and
the relative fair market value of the other net assets of the Surviving
Partnership (as determined pursuant to Section 12.6(c)) immediately prior
to the consummation of such transaction; (iii) the rights, preferences and
privileges of the Limited Partners in the Surviving Partnership are at
least as favorable as those in effect immediately prior to the consummation
of such transaction and as those applicable to any other limited partners
or non-managing members of the Surviving Partnership; and (iv) such rights
of the Limited Partners include the right to exchange their interests in
the Surviving Partnership for at least one of: (A) the consideration
available to such Limited Partners pursuant to Section 12.6(a), or (B) if
the ultimate controlling person of the Surviving Partnership has publicly
traded common equity securities, such common equity securities, with an
exchange ratio based on the relative fair market value of such securities
(as determined pursuant to Section 12.6(c)) and the Common Stock.

(c) In connection with any transaction permitted by Section 12.6(a)
or 12.6(b), the relative fair market values shall be reasonably determined
by the General Partner as of the time of such transaction and, to the
extent applicable, shall be no less

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<PAGE>

favorable to the Limited Partners than the relative values reflected in the
terms of such transactions.

ARTICLE 13
TRANSFER OF LIMITED PARTNER INTERESTS

13.1 Transfer of Interest of a Limited Partner. Except as otherwise
specifically provided in this Agreement, no Limited Partner may sell, assign,
transfer, pledge, encumber or in any manner dispose of all or any part of its
Partnership Interest without the prior written consent of the General Partner,
which consent may not be unreasonably withheld. Notwithstanding the foregoing,
each Limited Partner shall have the right to (i) pledge or otherwise encumber
all or any portion of its Partnership Interest (subject, however, to applicable
securities laws) and/or (ii) transfer all or any portion of its Partnership
Interest to members of the Immediate Family of such Limited Partner and to one
or more trusts for the benefit of one or more members of the Immediate Family of
such Limited Partner for estate and/or gift tax purposes, upon prior written
notice to the General Partner. Without limiting the generality of the
foregoing, in no event shall the General Partner consent to an assignment of all
or any portion of the Partnership Interest of a Limited Partner in the
Partnership if, in the opinion of the General Partner (or of counsel
satisfactory to the General Partner), such assignment (i) will result in a
termination of the Partnership for federal income tax purposes or otherwise
result in adverse tax consequences to the Partnership or any Partner, (ii) will
result in the Partnership failing to qualify for an exemption from the
registration requirements of the federal or any applicable state securities
laws, (iii) will result in the imposition of fiduciary responsibility on the
Partnership or any Partner under the Employee Retirement Income Security Act of
1974, as amended from time to time, (iv) will result in a violation of any
provision of any mortgage or trust deed (or the note or bond secured thereby)
constituting a lien against any assets of the Partnership, or other instrument,
document or agreement to which the Partnership is a party or otherwise bound,
(v) represents a transfer of any component portion of a Partnership Interest,
such as the Capital Account, or rights to Net Cash Flow, separate and apart from
all other components of a Partnership Interest, or (vi) will cause the General
Partner to cease to comply with any and all REIT Requirements. Subject to
satisfaction of the conditions therefor set forth or referred to herein, each
Limited Partner hereby consents to the substitution or admission of any assignee
of a Limited Partner. Any sale, assignment, transfer, pledge, encumbrance,
hypothecation or other disposition by a Limited Partner of all or any part of
its Partnership Interest in violation of the provisions hereof shall be void ab
initio and of no force or effect whatsoever.

13.2 Assignee and Substitute Limited Partners. No Person shall be admitted
as an assignee or substituted Limited Partner under this Agreement unless and
until:

(a) An assignment is made in writing, signed by the assigning Partner
and accepted in writing by the assignee, and a duplicate original of such
assignment has been delivered to and approved by the General Partner;

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<PAGE>

(b) The General Partner has received an opinion of counsel favorably
covering the matters described in clauses (i) through (vi) of Section 13.1
above, or waived all or any portion of this requirement;

(c) The prospective admittee executes and delivers to the General
Partner a written agreement in form reasonably satisfactory to the General
Partner pursuant to which said Person agrees to be bound by and confirms
the obligations, representations, warranties and power of attorney
contained in this Agreement; and

(d) An appropriate amendment to this Agreement is executed.

13.3 Assignment. In the event an assignment is made in accordance with the
terms hereof, unless otherwise required by the Code:

(a) The effective date of such assignment shall be the date the
written instrument of assignment is delivered to the Partnership and
approved by the General Partner;

(b) The Partnership and the General Partner shall be entitled to
treat the assignor of the assigned interest as the absolute owner thereof
in all respects and shall incur no liability for allocations of Profits or
Losses and distributions of Net Cash Flow made in good faith to such
assignor until such time as the written instrument of assignment has been
actually received and approved by the General Partner, and recorded in the
books of the Partnership; and

(c) The division and allocation of Profits or Losses, other than
Profits or Losses arising from a Liquidation of the Partnership,
attributable to the applicable Partnership Interests between the assignor
and assignee during any fiscal year of the Partnership shall be based upon
the length of time during such fiscal year, as measured by the effective
date of such assignment, that the assigned Partnership Interest was owned
by each of them and shall not be based upon the date or dates during such
fiscal year in which income was earned or losses were sustained by the
Partnership; provided, however, that the division and allocation of Profits
or Losses resulting from a Liquidation of the Partnership shall be based
upon the date or dates such income was earned or losses were sustained.

13.4 Cost of Admission. The cost of processing and perfecting an admission
contemplated by this Article 13 (including reasonable attorney's fees incurred
by the Partnership) shall be borne by the party seeking admission as a Partner
to the Partnership.

ARTICLE 14
DISSOLUTION AND LIQUIDATION OF PARTNERSHIP

14.1 Dissolution of the Partnership. The Partnership shall be dissolved
upon the happening of any of the following:

(a) An election to dissolve and wind up the affairs of the
Partnership by the General Partner (subject to Section 9.3 hereof);

(b) The occurrence of an Event of Retirement to the last remaining
General Partner, unless the Limited Partners elect to continue the business
of the Partnership pursuant to the provisions of Sections 12.4 and 12.5;

(d) The sale, disposition, or abandonment of all or substantially all
of the assets of the Partnership unless the General Partner, with the
written consent of Partners owning eighty-five percent (85%) of the
Partnership Interests taken as a single class (which consent may not be
unreasonably withheld), elects to continue the Partnership business for the
purpose of the receipt and the collection of indebtedness or the collection
of any other consideration to be received in exchange for the assets of the
Partnership (which activities shall be deemed to be part of the winding up
of the affairs of the Partnership);

(e) Dissolution required by operation of law; or

(f) December 31, 2093.

14.2 Winding Up of Affairs. In the event of the dissolution and
liquidation of the Partnership for any reason, the General Partner shall
commence to wind up the affairs of the Partnership and shall convert all of the
Partnership's assets to cash or cash equivalents within such reasonable period
of time as may be required to receive fair value therefor. All items of income,
gain, loss, deduction and credit during the period of liquidation shall be
allocated among the Partners in the same manner as before the dissolution. If
there is no General Partner to effect such Liquidation, then the Limited
Partners, pursuant to a vote of Limited Partners owning a majority of the issued
and outstanding Partnership Units owned by all Limited Partners, may designate
any person, firm or corporation, as a Liquidating Trustee, for that purpose who
shall have all of the rights, powers and authority of a General Partner stated
herein in connection therewith.

14.3 Accounting. In the case of the dissolution and termination of the
Partnership, prior to any distributions to Partners pursuant to Section 14.4(c)
below, a proper accounting shall be made of the Capital Accounts of the Partners
and of each item of income, gain, loss, deduction and credit of the Partnership
from the date of the last previous accounting to the date of dissolution. The
General Partner shall provide a copy of such accounting to all Partners.

-43-
<PAGE>

14.4 Final Distribution of Partnership Property. Upon termination of the
Partnership, the General Partner shall apply and distribute the remaining
property of the Partnership, together with the proceeds of any sales of same, as
follows:

(a) first, all Partnership debts and liabilities shall be paid and
discharged, including debts owed to Partners and any Affiliates of
Partners;

(b) second, to establish any reserve for any contingent or unforeseen
liabilities or obligations of the Partnership. Such funds shall be placed
in escrow by the General Partner for the purposes of disbursing such funds
in payment of any of the contingencies, liabilities or obligations, and, at
the expiration of such period as the General Partner shall deem advisable,
the balance then remaining shall be distributed pursuant to subsection (c)
of this Section 14.4; and

(c) third, to distribute the balance to the Partners in the manner
and priority set forth in Article 8 hereof, with any and all Net Cash Flow
arising from the ordinary course of the Partnership's business during the
period of liquidation being distributed pursuant to Section 8.1(a) and any
and all Net Cash Flow arising pursuant to the sale and/or other liquidation
of Partnership property being distributed pursuant to Section 8.1(b)
hereof.

Distributions upon liquidation of the Partnership (or any Partner's
interest in the Partnership) and related adjustments shall be made by the end of
the taxable year of the liquidation (or, if later, within 90 days after the date
of such liquidation) or as otherwise permitted by the Regulations.

14.5 Certificate of Cancellation. Upon completion of the liquidation of
the Partnership and the distribution of all Partnership property, the
Partnership shall terminate and the General Partner shall have the authority to
execute and record one or more Certificates of Cancellation of the Partnership
as well as any and all other documents required or considered advisable by the
General Partner to effectuate the dissolution and termination of the
Partnership.

ARTICLE 15
POWER OF ATTORNEY

15.1 Power of Attorney. Each Partner, by its execution hereof, irrevocably
constitutes and appoints the General Partner, or any substitute or replacement
General Partner, with full power of substitution, as such Partner's true and
lawful attorney-in-fact, in its name, place and stead to make, execute, sign,
acknowledge, certify, deliver, file and record on its behalf and on behalf of
the Partnership, the following:

(a) This Agreement, all Certificates of Limited Partnership,
Certificates of Doing Business under an Assumed Name, amendments to any or
all of the foregoing, and

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<PAGE>

any other certificates or instruments which may be required to be filed by
the Partnership or the Partners under the laws of the State of Delaware or
any other jurisdiction;

(b) One or more Certificates of Cancellation of the Partnership and
such other instruments or documents as may be deemed necessary or desirable
by the General Partner upon termination of the Partnership business;

(c) Any and all amendments to this Agreement and to the instruments
described in subsections (a) and (b) above, provided such amendments are
either required by law or have been authorized by the Partner(s) in
accordance with Article 16 and/or any other provision of this Agreement
(including, without limitation, any amendment to this Agreement and to the
Certificate to reflect the substitution or admission of a Limited Partner
pursuant to this Agreement); and

(d) Any and all such other documents and instruments as may be deemed
necessary or desirable by said attorney to carry out fully the provisions
of this Agreement in accordance with its terms.

15.2 Grant of Authority Irrevocable. The foregoing grant of authority (a)
is a special power of attorney coupled with an interest, is irrevocable and
shall survive the death or incapacity of a Partner who is a natural person or,
in the case of a Partner that is not a natural person, the merger, dissolution
or other termination of its existence of the Partner, (b) may be exercised by
the General Partner on behalf of each Partner, by a facsimile signature or by
listing all of the Partners executing any instrument with a single signature as
attorney-in-fact for all of them, and (c) shall survive the assignment by a
Partner of the whole or any portion of his or its interest in the Partnership.

ARTICLE 16
AMENDMENT OF PARTNERSHIP AGREEMENT

16.1 Amendments by Partners. Except as may be specifically provided below
in this Section 16.1 and in Sections 16.2 and 9.3 hereof, this Agreement may
only be amended with the written concurrence of the General Partner and the
written consent of Partners owning a majority of the Partnership Units taken as
a single class (which shall mean that only the General Partner's consent is
necessary if the General Partner owns a majority of the Partnership Units, taken
as a single class, in which case the Limited Partners need not be solicited but
shall be informed of the amendment); provided, however, that absent the
concurrence of the General Partner and the approval of all of the Limited
Partners no amendment shall increase the obligation of any Partner to make
contributions to the capital of the Partnership; provided, further, however,
that absent (i) the concurrence of the General Partner, (ii) the approval of the
Limited Partners adversely affected and (iii) the approval of Limited Partners
owning eighty-five percent (85%) of the Partnership Units held by all Limited
Partners, taken as a single class, no amendment shall:

-45-
<PAGE>

(a) modify the order of allocation of distributions of the Net Cash
Flow or liquidating distributions, or the allocation of Profits and Losses
among the Partners (other than as specifically provided for herein,
including without limitation, modifications pursuant to Section 6.4
hereof);

(b) change the Partnership to a general partnership;

(d) amend Section 9.4(a)(iv) or 9.4(b) hereof or amend Section 10.3
hereof in any manner that prohibits or restricts, or has the effect of
prohibiting or restricting, the ability of a Limited Partner to exercise
its Redemption Rights in full;

(e) amend Section 12.6(a), (b) or (c); or

(f) amend this Article 16.

16.2 Amendment by the General Partner. Notwithstanding anything contained
in this Agreement to the contrary, the General Partner shall have the power,
without the consent of the Limited Partners, to amend this Agreement as may be
required to facilitate or implement any of the following purposes:

(a) To add to the obligations of the General Partner or surrender any
right or power granted to the General Partner or any Affiliate of the
General Partner for the benefit of the Limited Partners;

(b) To reflect the admission, substitution, termination or withdrawal
of Partners in accordance with this Agreement, including without
limitation, the issuance of additional classes of Partnership Units to
Limited Partners pursuant to Section 6.4 hereof;

(c) To reflect a change that is of an inconsequential nature and does
not adversely affect the Limited Partners in any material respect, or to
cure any ambiguity, correct or supplement any provision in this Agreement
not inconsistent with law or with other provisions, or make other changes
with respect to matters arising under this Agreement that will not be
inconsistent with law or with the provisions of this Agreement;

(d) To satisfy any requirements, conditions or guidelines contained
in any order, directive, opinion, ruling or regulation of a federal or
state agency or contained in federal or state law; and

(e) To amend the provisions of this Agreement that protect the
qualification of the General Partner as a REIT if such provisions are no
longer necessary because of a

-46-
<PAGE>

change in applicable law (or an authoritative interpretation thereof), a
ruling of the IRS, or if the General Partner has determined to cease
qualifying as a REIT.

The General Partner will provide notice to the Limited Partners when any action
under this Section 16.2 is taken.

16.3 Amendment of Certificate. If this Agreement shall be amended pursuant
to this Article 16, the General Partner shall cause the Certificate to be
amended, to the extent required by applicable law, to reflect such change. The
Partners shall be promptly notified of any amendments made under this Article
16.

ARTICLE 17
INDEMNIFICATION

17.1 Partnership Indemnification of Partner. To the maximum extent
permitted from time to time under Delaware law, the Partnership shall indemnify,
defend and hold the General Partner (in its capacity as General Partner) and its
Affiliates, trustees, officers, directors, employees and agents, or their
respective successors, executors, administrators or personal representatives
harmless from and against any loss, liability, damage, cost or expense
(including reasonable attorneys' fees) sustained or incurred as a result of any
act or omission concerning the business or activities of the Partnership or
General Partner; provided such act or omission was not in violation of any term
or provision of this Agreement or any provision of law. The foregoing indemnity
shall not be enforceable against any Limited Partner personally but solely from
such Limited Partner's interest in the Partnership.

17.2 Partner Indemnification of Partnership. In the event the Partnership
is made a party to any litigation or otherwise incurs any loss or expense as a
result of or in connection with any Partner's personal obligations or
liabilities unrelated to Partnership business, such Partner shall indemnify and
reimburse the Partnership for all such loss and expense incurred, including
reasonable attorneys' fees, and the interest of such Partner in the Partnership
may be charged therefor. The liability of a Partner under this Section 17.2
shall not be limited to such Partner's interest in the Partnership, but shall be
enforceable against such Partner personally.

ARTICLE 18
MISCELLANEOUS PROVISIONS

18.1 Notices. All notices and demands required or permitted under this
Agreement shall be in writing and may be delivered personally to the Person to
whom it is authorized to be given, or sent by registered, certified or first
class mail, or by overnight delivery, postage prepaid, and if intended for the
Partnership, addressed to the Partnership at the principal office of the
Partnership, and if intended for a Partner, addressed to the Partner at its
address on the signature pages hereof, or to such other person or at such other
address designated by written

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<PAGE>

notice given to the Partnership. Any notice or demand mailed as aforesaid shall
be deemed to have been delivered two (2) days after the date that such notice or
demand is deposited in the mails.

18.2 Severability. If any provision of this Agreement or the application
of such provision to any Person or circumstance shall be held invalid, the
remainder of this Agreement, or the application of such provision to Persons or
circumstances other than those as to which it is held invalid shall not be
affected.

18.3 Parties Bound. Any Person acquiring or claiming an interest in the
Partnership, in any manner whatsoever, shall be subject to and bound by all
terms, conditions and obligations of this Agreement to which his or its
predecessor in interest was subject or bound, without regard to whether such
Person has executed a counterpart hereof or any other document contemplated
hereby. No Person, including the legal representative, heir or legatee of a
deceased Partner, shall have any rights or obligations greater than those set
forth in this Agreement and no Person shall acquire an interest in the
Partnership or become a Partner thereof except as permitted by the terms of this
Agreement. This Agreement shall be binding upon the parties hereto, their
successors, heirs, devisees, assigns, legal representatives, executors and
administrators.

18.4 Applicable Law. The Partnership and this Agreement shall be governed
by the laws of the State of Delaware.

18.5 Partition. Each Partner hereby irrevocably waives during the term of
the Partnership any right that he or it may have to maintain any action for
partition with respect to any property of the Partnership.

18.6 Computation of Accountants. Except with respect to matters as to
which the General Partner is granted discretion under this Agreement, the
opinion of the Accountants shall be final and binding with respect to all
allocations made under Article 7 or distributions made under Article 8 or
Section 14.4 hereof.

18.7 Headings. The headings in this Agreement are inserted for convenience
and identification only and are in no way intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any provision.

18.8 Counterparts. This Agreement may be executed in multiple counterparts
with separate signature pages, each such counterpart shall be considered an
original, but all of which together shall constitute one and the same
instrument.

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<PAGE>

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of
the date first set forth above, confirms his or its agreement to become a
General or Limited Partner, as the case may be, of the Partnership, agrees to be
bound by this Agreement and acknowledges the appointment of attorneys-in-fact as
set forth herein, and swears that the statements set forth herein are true and
correct.

GENERAL PARTNER:

MACK-CALI REALTY CORPORATION,
a Maryland corporation

By:
----------------------------------
Roger W. Thomas
Executive Vice President

Address: 11 Commerce Drive
Cranford, New Jersey 07016

LIMITED PARTNERS:

-------------------------------------
Roger W. Thomas as attorney-in-fact
for John J. Cali

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Angelo R. Cali

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Edward Leshowitz

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Brant B. Cali

-------------------------------------
Roger W. Thomas as attorney-in-fact
for John R. Cali

-49-
<PAGE>

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Christopher Cali

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Jonna Cali

TAR Investments, L.P.

By: TAR Realty Corp.,
general partner

By:
----------------------------------
Roger W. Thomas as attorney-in-fact
for Thomas A. Rizk, President

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Albert Spring

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Philip Cali, Jr.

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Susan Sandson

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Jed Leshowitz

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Rudolph Daunno, Jr.

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Richard W. Daunno

-50-
<PAGE>

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Christopher A. Daunno

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Gloria Seminara

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Maryann J. Pascale

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Thomas Seminara

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Gary Seminara

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Rosemary Monteyne

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Helen Paruta

-------------------------------------
Roger W. Thomas as attorney-in-fact
for John J. DeCaro

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Anthony DeCaro, Sr.

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Anthony P. DeCaro, Jr.

-51-
<PAGE>

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Harvey Halberstradter

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Sanford Halberstradter

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Daniel Richheimer

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Chela Richheimer

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Liza Richheimer

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Mark Baumgarten

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Jeffrey Fisch

-------------------------------------
Roger W. Thomas as attorney-in-fact
for James Nugent

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Michael K. Nevins

-------------------------------------
Roger W. Thomas as attorney-in-fact
for Rose Cali

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<PAGE>

Angelo R. Cali Irrevocable Trust
dated January 28, 1975
f/b/o Angela Cali

By:
--------------------------------
Roger W. Thomas as attorney-in-fact
for Brant Cali, Trustee

Angelo R. Cali Irrevocable Trust
dated January 28, 1975
f/b/o John R. Cali

By:
--------------------------------
Roger W. Thomas as attorney-in-fact
for Brant Cali, Trustee

Angelo R. Cali Irrevocable Trust
dated January 28, 1975
f/b/o Joanne Cali

By:
--------------------------------
Roger W. Thomas as attorney-in-fact
for Brant Cali, Trustee

Angelo R. Cali Irrevocable Trust
dated July 1, 1979

By:
--------------------------------
Roger W. Thomas as attorney-in-fact
for Brant Cali, Trustee

John J. Cali Irrevocable Trust
dated July 1, 1979

By:
--------------------------------
Roger W. Thomas as attorney-in-fact
for John R. Cali, Trustee

P.S.L. Associates

By:
--------------------------------
Roger W. Thomas as attorney-in-fact
for Bernard Quinn

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<PAGE>

-----------------------------------
Roger W. Thomas as attorney-in-fact
for Jonathan Bernstein

M.B.M. Associates

By:
--------------------------------
Roger W. Thomas as attorney-in-fact
for David McBride

-----------------------------------
Roger W. Thomas as attorney-in-fact
for Robert F. Weinberg

-----------------------------------
Roger W. Thomas as attorney-in-fact
for Martin S. Berger

-----------------------------------
Roger W. Thomas as attorney-in-fact
for Greg Berger

-----------------------------------
Roger W. Thomas as attorney-in-fact
for Brad Berger

-----------------------------------
Roger W. Thomas as attorney-in-fact
for Timothy M. Jones

RMC Development Company, LLC Executive
Deferred Compensation Plan HR Trust

By:
--------------------------------
Roger W. Thomas as attorney-in-fact
for Richard Ader, Trustee

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<PAGE>

RMC Development Company, LLC Executive
Deferred Compensation Plan AG Trust

By:
----------------------------------
Roger W. Thomas as attorney-in-fact
for Karen J. Cohen Trustee

RMC Development Company, LLC Executive
Deferred Compensation Plan MG Trust

By:
----------------------------------
Roger W. Thomas as attorney-in-fact
for Russell J. Carpentieri, Trustee

MSB Management, Inc.

By:
----------------------------------
Roger W. Thomas as attorney-in-fact
for Martin S. Berger, President

RFW Management

By:
----------------------------------
Roger W. Thomas as attorney-in-fact
for Robert F. Weinberg, President

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<PAGE>
EXHIBIT A

PARTNERS AND COMMON PARTNERSHIP UNITS

NAME AND ADDRESS OF PARTNER COMMON PARTNERSHIP UNITS

GENERAL PARTNER

Mack-Cali Realty Corporation 36,664,332
11 Commerce Drive
Cranford, New Jersey 07016

Limited Partners

John J. Cali 290,561
61 Wayside Place
Montclair, NJ 07042

Angelo R. Cali 261,090
15 Kips Ridge
Montclair, NJ 07042

Edward Leshowitz 307,916
1065 Park Avenue, Apt. #23AB
New York, NY 10128

Brant B. Cali 149,501
175 Eagle Rock Way
Montclair, NJ 07042

John R. Cali 83,951
203 Laurel Hill Road
Mountain Lakes, NJ 07046

Christopher Cali 59,703
61 Wayside Place
Montclair, NJ 07042

A-1
<PAGE>

Jonna Cali-Paleski 51,912
6 Tothill Road
Essex Fells, NJ 07021

TAR Investments, L.P. 141,383
c/o Cali Realty Corporation
11 Commerce Drive
Cranford, NJ 07016

Albert Spring 42,029
15 Nottingham Road
West Orange, NJ 07043

Philip Cali, Jr. 21,026
49 Krysch Lane
Wyckoff, NJ 07481

Susan Sandson 84,583
3842 Wonderland Hill
Boulder, CO 80304

Jed Leshowitz 166,145
1065 Park Avenue, Apt. #23AB
New York, NY 10128

Rudolph Daunno, Jr. 37,235
46 Starlight Drive
Clark, NJ 07066

Richard W. Daunno 42,235
28 Olsen Drive
Warren, NJ 07059

A-2
<PAGE>

Christopher A. Daunno 15,102
c/o Mary Daunno
890 Pennsylvania Avenue
Westfield, NJ 07090

Gloria Seminara 99,314
67 Butternut Drive
Wayne, NJ 07470

Maryann J. Pascale 15,102
204 Montclair Road
Barnegat, NJ 08005

Thomas Seminara 12,504
3900 North Ocean Drive
Lauderdale By The Sea, FL 33308

Gary Seminara 16,439
19 Ronnie Road
Wayne, NJ 07470

Rosemary Monteyne 13,504
c/o Gary Seminara
19 Ronnie Road
Wayne, NJ 07470

Helen Paruta 66,042
7 Phillips Lane
Roseland, NJ 07068

John J. DeCaro 92,215
141 Post Kennel Road
Far Hills, NJ 07931

A-3
<PAGE>

Anthony DeCaro, Sr. 53,080
320 South Street, Apt. 16B
Morristown, NJ 07960

Anthony P. DeCaro, Jr. 19,231
62 Mountain Avenue
Cedar Knolls, NJ 07927

Harvey Halberstadter 20,000
P.O. Box 918
Great Barrington, MA 01230

Sanford Halberstadter 43,684
621 Beeechwood Road
Linden, NJ 07036

Daniel Richheimer 659
c/o Susan Sandson
3842 Wonderland Hill
Boulder, Co. 80304

Chela Richheimer 659
c/o Susan Sandson
3842 Wonderland Hill
Boulder, Co. 80304

Liza Richheimer 658
c/o Susan Sandson
3842 Wonderland Hill
Boulder, Co. 80304

Mark Baumgarten 2,964
Ravin, Sarasohn, Cook, Baumgarten,
Fisch & Baime
103 Eisenhower Parkway
Roseland, NJ 07068

A-4
<PAGE>

Jeffrey Fisch 2,964
Ravin, Sarasohn, Cook, Baumgarten,
Fisch & Baime
103 Eisenhower Parkway
Roseland, NJ 07068

James Nugent 14,783
608 North Blvd.
Belmar, NJ 07719

Michael K. Nevins 5,618
35 Birdseye Glen
Verona, NJ 07044

Rose Cali 2,663
61 Wayside Place
Montclair, NJ 07042

Angelo R. Cali Irrevocable Trust 63,522
dated January 28, 1975 f/b/o
Angela Cali
c/o Edward Leshowitz
Cali Associates
11 Commerce Drive
Cranford, NJ 07016

Angelo R. Cali Irrevocable Trust 63,523
dated January 28, 1975 f/b/o
John R. Cali
c/o Edward Leshowitz
Cali Associates
11 Commerce Drive
Cranford, NJ 07016

A-5
<PAGE>

Angelo R. Cali Irrevocable Trust 63,523
dated January 28, 1975 f/b/o
Joanne Cali
c/o Edward Leshowitz
Cali Associates
11 Commerce Drive
Cranford, NJ 07016

Angelo R. Cali Irrevocable Trust 44,291
dated July 1, 1979
c/o Edward Leshowitz
Cali Associates
11 Commerce Drive
Cranford, NJ 07016

John J. Cali Irrevocable Trust 44,291
dated July 1, 1979
c/o Edward Leshowitz
Cali Associates
11 Commerce Drive
Cranford, NJ 07016

P.S.L. Associates 76,918
c/o Benn Quinn
Applegate, Quinn & Magee
78 Main Street
Madison, NJ 07940

Jonathan A. Bernstein 2,964
c\o Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, NY 10022

M.B.M. Associates 93,458
851 Franklin Lakes Road
Franklin Lakes, NJ 07417

A-6

<PAGE>

Exhibit 10.111

EMPLOYMENT AGREEMENT

FOR

MITCHELL E. HERSH

<PAGE>

TABLE OF CONTENTS

Page
----

1. Employment................................................................2

2. Employment Period.........................................................2

3. Services / Place of Employment............................................3

4. Compensation and Benefits.................................................4

5. Termination of Employment and Change in Control...........................7

6. Compensation Upon Termination of Employment By the Company for Cause or By
Executive without Good Reason...........................................10

7. Compensation Upon Termination of Employment Upon Death or Disability.....10

8. Compensation Upon Termination of Employment By the Company Without Cause
or By Executive for Good Reason..........................................13

9. Change in Control........................................................14

10. Mitigation / Effect on Employee Benefit Plans and Programs..............17

11. Confidential Information................................................18

12. Return of Documents.....................................................19

13. Noncompete..............................................................19

14. Remedies................................................................21

15. Indemnification/Legal Fees..............................................21

16. Successors and Assigns..................................................22

17. Timing of and No Duplication of Payments................................24

18. Modification or Waiver..................................................24

19. Notices.................................................................25

20. Governing Law...........................................................25

21. Severability............................................................25

22. Legal Representation....................................................26

23. Counterparts............................................................26

24. Headings................................................................26

25. Entire Agreement........................................................26

26. Survival of Agreements..................................................27

<PAGE>

MITCHELL E. HERSH

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into as of December
, 1997, by and between Mitchell E. Hersh, an individual residing in the
- -----
State of
("Executive"), and Mack-Cali Realty Corporation, a Maryland
- ----------------
corporation with offices at 11 Commerce Drive, Cranford, New Jersey 07016 (the
"Company").
RECITALS

Whereas, Executive held the positions of
---------------
of the Mack Companies and, through such service, has acquired special and unique
knowledge, abilities and expertise;

Whereas, in connection with the combination of Cali Realty Corporation with
the Mack Companies (the "Mack Combination") the Company desires to employ
Executive as President and Chief Operating Officer and to have Executive serve
as a member of the Board of Directors of the Company (the "Board"), and
Executive desires to be employed by the Company as President and Chief Operating
Officer and serve as a member of the Board pursuant to the terms of the
Agreement.

Now, Therefore, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:

<PAGE>

1. Employment.

The Company hereby agrees to employ Executive, and Executive hereby agrees
to accept such employment during the period and upon the terms and conditions
set forth in this Agreement.

2. Employment Period.

(a) Except as otherwise provided in this Agreement to the contrary,
the terms and conditions of this Agreement shall be and remain in effect during
the period of employment (the "Employment Period") established under this
Paragraph 2. The initial Employment Period shall be for a term commencing on
the date of this Agreement and ending on the fifth anniversary of the date of
this Agreement provided, however, that commencing on the day after the date of
this Agreement and on each day thereafter, the Employment Period shall be
extended for one additional day so that a constant five (5) year Employment
Period shall be in effect, unless (i) the Company or Executive elects not to
extend the term of this Agreement by giving written notice to the other party in
accordance with Paragraph 19, in which case, subject to the provisions of
sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed and
shall end on the fifth anniversary of the date of such written notice ("Notice
of Non-Renewal"), or (ii) Executive's employment terminates hereunder.

(b) Notwithstanding anything contained herein to the contrary: (i)
Executive's employment with the Company may be terminated by the Company or
Executive during the Employment Period, subject to the terms and conditions of
this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a
continuation
2
<PAGE>

of Executive's employment following the expiration of the Employment Period upon
such terms and conditions as the Board and Executive may mutually agree.

(c) If Executive's employment with the Company is terminated, for
purposes of this Agreement the term "Unexpired Employment Period" shall mean the
period commencing on the date of such termination and ending on the last day of
the Employment Period.

3. Services / Place of Employment.

(a) Services. During the Employment Period, Executive shall hold the
positions of President and Chief Operating Officer of the Company and shall
serve as a member of the Board. Executive shall devote his best efforts and
substantially all of his business time, skill and attention to the business of
the Company (other than absences due to vacation, illness, disability or
approved leave of absence), and shall perform such duties as are customarily
performed by similar executive officers and as may be more specifically
enumerated from time to time by the Board or Executive Committee of the Board;
provided, however, that the foregoing is not intended to (a) preclude Executive
from (i) owning and managing personal investments, including real estate
investments, subject to the restrictions set forth in Paragraph 13 hereof or
(ii) engaging in charitable activities and community affairs, or (b) restrict or
otherwise limit Executive from conducting real estate development, acquisition
or management activities with respect to those properties described in Schedule
A, attached hereto, (the "Excluded Properties"), provided that the performance
of the activities referred to in clauses (a)

3
<PAGE>

and (b) does not prevent Executive from devoting substantially all of his
business time to the Company.

(b) Place of Employment. The principal place of employment of Executive
shall be at the Company's principal executive offices in Cranford, New Jersey.

4. Compensation and Benefits.

(a) Salary. During the Employment Period, the Company shall pay
Executive a minimum annual base salary in the amount of $1,050,000 (the "Annual
Base Salary") payable in accordance with the Company's regular payroll
practices. Executive's Annual Base Salary shall be reviewed annually in
accordance with the policy of the Company from time to time and may be subject
to upward adjustment based upon, among other things, Executive's performance, as
determined in the sole discretion of the Option and Executive Compensation
Committee of the Board (the "Compensation Committee"). In no event shall
Executive's Annual Base Salary in effect at a particular time be reduced without
his prior written consent.

(b) Incentive Compensation/Bonuses. In addition, Executive shall be
eligible for incentive compensation payable each year in such amounts as may be
determined by the Compensation Committee based upon, among other factors, growth
in Funds from Operations per Common Share (as hereinafter defined) for the year.
Executive shall be entitled to receive such bonuses and options to purchase
shares of common stock, par value $0.01 per share, of the Company (the "Common
Stock") as the Board or the Compensation Committee as the case may be shall
approve, in its

4
<PAGE>

sole discretion, including, without limitation, options and bonuses contingent
upon Executive's performance and the achievement of specified financial and
operating objectives for Funds from Operations per Common Share. For purposes
of this Agreement, "Funds from Operations per Common Share" for any period shall
mean (i) net income (loss) before minority interest of unit holders, computed in
accordance with generally accepted accounting principles ("GAAP"), excluding
gains (or losses) from debt restructuring and sale of property, plus real estate
return, depreciation and amortization as calculated in accordance with the
National Association of Real Estate Investment Trusts definition published in
March 1995, as amended from time to time, and as applied in accordance with the
accounting practices and policies of the Company in effect from time to time on
a consistent basis to the entire Employment Period, divided by (ii) the sum of
(A) the primary weighted average number of outstanding shares of Common Stock as
it appears in the Company's financial statement for the applicable period and
(B) the primary weighted average number of outstanding common limited
partnership units ("Common OP Units") of Mack-Cali Realty, L.P., a Delaware
limited partnership (the "Partnership") of which the Company is the sole general
partner, for the applicable period. All classes of preferred stock which are
convertible into Common Stock and all classes of preferred or other units which
are convertible into Common OP Units shall be treated as if they have been
converted into Common Stock or Common OP Units and shall be included in the
denominator, irrespective of any waiting period which must elapse prior to
conversion.

(c) Taxes and Withholding. The Company shall have the right to deduct and
withhold from all compensation all social security and other federal, state

5
<PAGE>

and local taxes and charges which currently are or which hereafter may be
required by law to be so deducted and withheld.

(d) Additional Benefits. In addition to the compensation specified above
and other benefits provided pursuant to this Paragraph 4, Executive shall be
entitled to the following benefits:

(i) participation in the Employee Stock Option Plan of Cali Realty
Corporation, the Cali Realty Corporation 401(k) Savings and
Retirement Plan (subject to statutory rules and maximum
contributions and non-discrimination requirements applicable to
401(k) plans) and such other benefit plans and programs ,
including but not limited to restricted stock, phantom stock and/or
unit awards, loan programs and any other incentive compensation
plans or programs (whether or not employee benefit plans or
programs), as maintained by the Company from time to time and
made generally available to executives of the Company with such
participation to be consistent with reasonable Company guidelines;

(ii) participation in any health insurance, disability insurance, paid
vacation, group life insurance or other welfare benefit program made
generally available to executives of the Company; and

(iii) participation in the security plan and reimbursement for reasonable
business expenses incurred by Executive in furtherance of the
interests of the Company.

As further consideration for Executive agreeing to serve as an officer and
entering into this Agreement upon the terms set forth herein, including, without
limitation, the terms relating to non-competition set forth in Paragraph 13
below, the Company is issuing to Executive, warrants to purchase an aggregate
of 340,000 shares of Common Stock at a purchase price equal to fair market value
on the date of the consummation of the Mack Combination ("Warrants").
Executive's Warrants shall be evidenced by the Warrant Agreement dated December
__ , 1997 which shall include, but not be limited to, the following provision:
vesting over a five year period with one

6
<PAGE>

fifth (1/5) of the Warrants vesting on each of the first, second, third, fourth
and fifth anniversaries of the date of the Warrant Agreement. For purposes of
this issuance "fair market value" shall mean the closing price as quoted on the
New York Stock Exchange at the end of the last business day preceding the date
of the grant as reported in the New York edition of the Wall Street Journal.

5. Termination of Employment and Change in Control.

(a) Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:

(i) Cause. The Company shall have the right to terminate Executive's
employment for Cause upon Executive's: (A) willful and continued
failure to use best efforts to substantially perform his duties
hereunder (other than any such failure resulting from Executive's
incapacity due to physical or mental illness) for a period of
thirty (30) days after written demand for substantial performance
is delivered by the Company specifically identifying the manner
in which the Company believes Executive has not substantially
performed his duties; (B) willful misconduct and/or willful
violation of Paragraph 11 hereof, which is materially
economically injurious to the Company and the Partnership taken
as a whole; (C) the willful violation of the provisions of
Paragraph 13 hereof; or (D) conviction of, or plea of guilty to a
felony. For purposes of this sub-paragraph 5(a), no act, or
failure to act, on Executive's part shall be considered "willful"
unless done, or omitted to be done, by him (I) not in good faith
and (II) without reasonable belief that his action or omission
was in furtherance of the interests of the Company.

(ii) Death. Executive's employment hereunder shall terminate upon his
death.

(iii) Disability. The Company shall have the right to terminate
Executive's employment due to "Disability" in the event that
there is a determination by the Company, upon the advice of an
independent qualified physician, reasonably acceptable to
Executive, that Executive has become physically or mentally
incapable of performing his duties under this Agreement and such

7
<PAGE>

disability has disabled Executive for a cumulative period of one
hundred eighty (180) days within a twelve (12) month period.

(iv) Good Reason. Executive shall have the right to terminate his
employment for "Good Reason": (A) upon the occurrence of any
material breach of this Agreement by the Company which shall
include but not be limited to; an assignment to Executive of
duties materially and adversely inconsistent with Executive's
status as President or Chief Operating Officer or a member of the
Board or a material or adverse alteration in the nature of or
diminution in Executive's duties and/or responsibilities,
reporting obligations, titles or authority; (B) upon a reduction
in Executive's Annual Base Salary or a material reduction in
other benefits (except for bonuses or similar discretionary
payments) as in effect at the time in question, a failure to pay
such amounts when due or any other failure by the Company to
comply with Paragraph 4 hereof; (C) within six (6) months
following the date a Notice of Non-Renewal is issued by the
Company pursuant to Paragraph 2 hereof; (D) on or within six (6)
months following a Change in Control (as hereinafter defined) in
accordance with the provisions set forth in sub-paragraph
5(a)(vii) hereof; (E) any purported termination of Executive's
employment for Cause which is not effected pursuant to the
procedures of sub-paragraph 5(a)(i) (and for purposes of this
Agreement, in the event of such failure to comply, no such
purported termination shall be effective); (F) upon the
relocation of the Company's principal executive offices or
Executive's own office location to a location more than thirty
(30) miles away from Cranford, New Jersey; or (G) failure to be
appointed or reappointed as a member of the Board.

(v) Without Cause. The Company shall have the right to terminate the
Executive's employment hereunder without Cause subject to the
terms and conditions of this Agreement.

(vi) Without Good Reason. The Executive shall have the right to
terminate his employment hereunder without Good Reason subject to
the terms and conditions of this Agreement.

8
<PAGE>

Exchange Act of 1934, as amended (the "Exchange Act"), other than
any employee benefit plan sponsored by the Company, becomes the
"beneficial owner", as such term is used in Section 13 of the
Exchange Act, (irrespective of any vesting or waiting periods) of
(I) Common Stock or any class of stock convertible into Common
Stock and/or (II) Common OP Units or preferred units or any other
class of units convertible into Common OP Units, in an amount
equal to twenty (20%) percent or more of the sum total of the
Common Stock and the Common OP Units (treating all classes of
outstanding stock, units or other securities convertible into
stock units as if they were converted into Common Stock or Common
OP Units as the case may be and then treating Common Stock and
Common OP Units as if they were a single class) issued and
outstanding immediately prior to such acquisition as if they were
a single class and disregarding any equity raise in connection
with the financing of such transaction; (B) any Common Stock is
purchased pursuant to a tender or exchange offer other than an
offer by the Company; (C) the dissolution or liquidation of the
Company or the consummation of any merger or consolidation of the
Company or any sale or other disposition of all or substantially
all of its assets, if the shareholders of the Company and
unitholders of the Partnership taken as a whole and considered as
one class immediately before such transaction own, immediately
after consummation of such transaction, equity securities and
partnership units possessing less than fifty (50%) percent of the
surviving or acquiring company and partnership taken as a whole;
or (D) a turnover, during any two (2) year period, of the
majority of the members of the Board, without the consent of the
remaining members of the Board as to the appointment of the new
Board members.

(b) Notice of Termination. Any termination of Executive's employment by
the Company or any such termination by Executive (other than on account of
death) shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated. In the event of

9
<PAGE>

the termination of Executive's employment on account of death, written Notice of
Termination shall be deemed to have been provided on the date of death.

6. Compensation Upon Termination of Employment By the Company for
Cause or By Executive without Good Reason.

In the event the Company terminates Executive's employment for Cause or
Executive terminates his employment without Good Reason, the Company shall pay
Executive any unpaid Annual Base Salary at the rate then in effect accrued
through and including the date of termination. In addition, in such event,
Executive shall be entitled (i) to receive any earned but unpaid incentive
compensation or bonuses and (ii) to exercise any options which have vested and
are exercisable in accordance with the terms of the applicable option grant
agreement or plan.

Except for any rights which Executive may have to unpaid salary amounts
through and including the date of termination, earned but unpaid incentive
compensation or bonuses and vested options, the Company shall have no further
obligations hereunder following such termination. The aforesaid amounts shall
be payable in full immediately upon such termination.

7. Compensation Upon Termination of Employment Upon Death or Disability.

10
<PAGE>

Payment"); (ii) a pro-rata portion, based upon the number of days in the period
beginning with the date of the termination of Executive's employment due to
death or Disability and ending with the last day of the Unexpired Employment
Period, of the cash equivalent of the average annual amount of all other
compensation based on the average of the last two (2) calendar years immediately
preceding the year in which Executive's termination of employment occurs
including, without limitation, incentive compensation payments, bonuses and
stock based compensation (e.g., stock options, restricted stock awards, etc.)
paid, granted or accreted to Executive during such years (the "Pro-Rata Portion
of Other Compensation") and (iii) reimbursement of expenses incurred prior to
date of termination ("Expense Reimbursement"). The aforesaid amounts shall be
payable in cash without discount for early payment, at the option of Executive,
his estate or his personal representative, either in full immediately upon such
termination or monthly over the Unexpired Employment Period (the "Payment
Election"). In the event of termination of employment due to Disability,
Executive shall also receive continuation of health coverage through the end of
the Unexpired Employment Period on the same basis as health coverage is provided
by the Company for active employees and as may be amended from time to time
("Medical Continuation").

11
<PAGE>

granted to Executive shall immediately vest as of the date of such termination
(the "Vested Options") and Executive shall be entitled at the option of
Executive, his estate or his personal representative, within one (1) year of the
date of such termination, to exercise any options which have vested (including,
without limitation, by acceleration in accordance with the terms of this
Agreement, the applicable option grant agreement or plan) and are exercisable in
accordance with the terms of the applicable option grant agreement or plan
and/or any other methods or procedures for exercise applicable to optionees or
to require the Company (upon written notice delivered within one hundred eighty
(180) days following the date of Executive's termination) to repurchase all or
any portion of Executive's vested options to purchase shares of Common Stock at
a price equal to the difference between the Repurchase Fair Market Value (as
hereinafter defined) of the shares of Common Stock for which the options to be
repurchased are exercisable and the exercise price of such options as of the
date of Executive's termination of employment (the "Vested Option Exercise
Election"). In the event of a conflict between any option grant agreement or
plan and this Agreement, the terms of this Agreement shall control.

For purposes of this Agreement, "Repurchase Fair Market Value" shall
mean the average of the closing price on the New York Stock Exchange (or such
other exchange

12
<PAGE>

on which the Common Stock is primarily traded) of the Common Stock on each of
the trading days within the thirty (30) days immediately preceding the date of
termination of Executive's employment.

8. Compensation Upon Termination of Employment By the Company
Without Cause or By Executive for Good Reason.

In the event the Company terminates Executive's employment for any reason
other than Cause or Executive terminates his employment for Good Reason, the
Company shall pay to Executive and Executive shall be entitled to receive the
greater of (i) ten million dollars ($10,000,000) with such amount subject only
to upwards adjustment from time to time by the Compensation Committee (the
"Fixed Amount") or (ii) the sum total of (A) the Annual Base Salary Payment and
(B) the Pro-Rata Portion of Other Compensation. The aforesaid amount shall be
payable in cash without discount for early payment, at the option of Executive,
either in full immediately upon such termination or monthly over the Unexpired
Employment Period.

In addition, the Executive shall be entitled to receive Vested Incentive
Compensation, Vested Options exercisable pursuant to the Vested Option
Exercise Election, Medical Continuation, and Expense Reimbursement.
Executive understands that any options exercised more than ninety (90) days
following the date of his termination of employment which were granted as
incentive stock options shall automatically be converted into non-qualified
options.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options, Medical Continuation and Expense Reimbursement

13
<PAGE>

and either the Fixed Amount or in lieu thereof to the Annual Base Salary
Payment, and the Pro-Rata Portion of Other Compensation (as defined in Paragraph
7), the Company shall have no further obligations hereunder following such
termination. The parties both agree that the agreement to make these payments
was consideration and an inducement to obtain Executive's consent to enter into
this Agreement. The payments are not a penalty and neither party will claim
them to be a penalty. Rather, the payments represent a fair approximation of
reasonable amounts due to Executive for the Employment Period.

9. Change in Control.

(a) Options. Any Incentive Compensation and options granted to
Executive that have not vested as of the date of a Change in Control shall
immediately vest upon the date of the Change in Control. Neither the
occurrence of a Change in Control, nor the vesting in any options as a result
thereof shall require Executive to exercise any options. In the event of a
conflict between any Incentive Compensation grant agreement or program or any
option grant agreement or plan and this Agreement, the terms of this
Agreement shall control.

(b) Upon Termination. In the event Executive terminates his
employment on or following a Change in Control as set forth in sub-paragraph
5(a)(vii), the Company shall pay to Executive and Executive shall be entitled
to all the payments and rights Executive would have had if Executive had
terminated his employment with Good Reason as set forth in Paragraph 8.

14
<PAGE>

The aforesaid amount shall be payable in accordance with Executive's
Payment Election.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options (including, without limitation, by acceleration
in accordance with sub-paragraph 9(a)), Medical Continuation, Expense
Reimbursement and the Excise Tax Gross Up set forth in subparagraph 9(d),
and either the Fixed Amount or in lieu thereof to the Annual Base Salary
Payment, and the Pro-Rata Portion of Other Compensation (as defined in
Paragraph 7), the Company shall have no further obligations hereunder
following such termination.

(c) Retention Payment. Prior to the date of a Change in Control and
subject to the approval of the Board, Executive may make an election to receive,
as a retention payment, the payments and rights set forth sub-paragraph 9(b)
above (the "Retention Payment") and remain in the employ of the successor after
the Change in Control. In the event that Executive makes such election and the
Board approves the same, this Agreement shall remain in full force and effect
except that (i) simultaneously with the receipt of the Retention Payment,
Executive shall waive any right to receive any additional payment as a direct
result of such Change in Control, and (ii) other than with respect to the
consummation of a subsequent transaction which constitutes a Change in Control
and is unrelated to the Change in Control with respect to which the Retention
Payment was paid, termination payments otherwise due subsequently under this
Agreement for any event requiring payment of termination payments under this
Agreement which occurs within the six (6) month period immediately following the
date

15
<PAGE>

of the Change In Control as to which the Retention Payment was paid shall be
reduced by the Retention Payment paid to Executive on the date of the Change in
Control.

Any cash payments owed to Executive pursuant to this sub-paragraph 9(c)
shall be paid to Executive in a single sum without discount for early payment at
the time of the Change in Control but prior to the consummation of the
transaction with any successor.

(d) Excise Tax Gross Up. In addition, if it is determined by an
independent accountant mutually acceptable to the Company and Executive that as
a result of any payment in the nature of compensation made by the Company to (or
for the benefit of) Executive pursuant to this Agreement or otherwise, an excise
tax may be imposed on Executive pursuant to Section 4999 of the Code (or any
successor provisions), the Company shall pay Executive in cash an amount equal
to X determined under the following formula: (the "Excise Tax Gross Up"):

E x P
X = -----------------------------------
1-[(FI x (1-SLI)) + SLI + E + M]
where

E = the rate at which the excise tax is assessed under Section
4999 of the Code (or any successor provisions);

P = the amount with respect to which such excise tax is
assessed, determined without regard to the Excise Tax
Gross Up;

FI = the highest effective marginal rate of income tax applicable
to Executive under the Code for the taxable year in question
(taking into account any phase-out or loss of deductions,
personal exemptions or other similar adjustments);

16
<PAGE>

SLI = the sum of the highest effective marginal rates of income
tax applicable to Executive under all applicable state and
local laws for the taxable year in question (taking into
account any phase-out or loss of deductions, personal
exemptions and other similar adjustments); and

M = the highest marginal rate of Medicare tax applicable to
Executive under the Code for the taxable year in question.

With respect to any payment in the nature of compensation that is made to (or
for the benefit of) Executive under the terms of this Agreement or otherwise and
on which an excise tax under Section 4999 of the Code (or any successor
provisions) may be assessed, the payment determined under this sub-paragraph
9(d) shall be paid to Executive at the time of the Change in Control but prior
to the consummation of the transaction with any successor. It is the intention
of the parties that the Company provide Executive with a full tax gross-up under
the provisions of this Paragraph, so that on a net after-tax basis, the result
to Executive shall be the same as if the excise tax under Section 4999 of the
Code (or any successor provisions) had not been imposed. The Excise Tax Gross
Up may be adjusted if alternative minimum tax rules are applicable to Executive.

10. Mitigation / Effect on Employee Benefit Plans and Programs.

17
<PAGE>

shall not be affected by any other circumstances, including, without limitation,
any counterclaim, recoupment, defense, or other right which the Company may have
against Executive or others.

(b) Effect on Employee Benefit Programs. The termination of
Executive's employment hereunder, whether by the Company or Executive, shall
have no effect on the rights and obligations of the parties hereto under the
Company's (i) welfare benefit plans including, without limitation, Medical
Continuation as provided for herein and, health coverage thereafter but only to
the extent required by law, and on the same basis applicable to other employees
and (ii) 401(k) Plan but only to the extent required by law and pursuant to the
terms of the 401(k) Plan.

11. Confidential Information.

(a) Executive understands and acknowledges that during his employment
with the Company, he will be exposed to Confidential Information (as defined
below), all of which is proprietary and which will rightfully belong to the
Company. Executive shall hold in a fiduciary capacity for the benefit of the
Company such Confidential Information obtained by Executive during his
employment with the Company and shall not, directly or indirectly, at any time,
either during or after his employment with the Company, without the Company's
prior written consent, use any of such Confidential Information or disclose any
of such Confidential Information to any individual or entity other than the
Company or its employees, attorneys, accountants, financial advisors,
consultants, or investment bankers except as required in the performance of his
duties for the Company or as otherwise required by law. Executive

18
<PAGE>

shall take all reasonable steps to safeguard such Confidential Information and
to protect such Confidential Information against disclosure, misuse, loss or
theft.

(b) The term "Confidential Information" shall mean any information
not generally known in the relevant trade or industry or otherwise not generally
available to the public, which was obtained from the Company or its predecessors
or which was learned, discovered, developed, conceived, originated or prepared
during or as a result of the performance of any services by Executive on behalf
of the Company or its predecessors. For purposes of this Paragraph 11, the
Company shall be deemed to include any entity which is controlled, directly or
indirectly, by the Company and any entity of which a majority of the economic
interest is owned, directly or indirectly, by the Company.

12. Return of Documents.

Except for such items which are of a personal nature to Executive (e.g., daily
business planner), all writings, records, and other documents and things
containing any Confidential Information shall be the exclusive property of the
Company, shall not be copied, summarized, extracted from, or removed from the
premises of the Company, except in pursuit of the business of the Company and at
the direction of the Company, and shall be delivered to the Company, without
retaining any copies, upon the termination of Executive's employment or at any
time as requested by the Company.

13. Noncompete.

Executive agrees that:

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<PAGE>

(a) During the Employment Period and, in the event (i) the Company
terminates Executive's employment for Cause, or (ii) Executive terminates his
employment without Good Reason, for a one (1) year period thereafter, Executive
shall not, directly or indirectly, within the continental United States, engage
in, or own, invest in, manage or control any venture or enterprise primarily
engaged in any office-service, flex, or office property development, acquisition
or management activities without regard to whether or not such activities
compete with the Company. Nothing herein shall prohibit Executive from being a
passive owner of not more than five percent (5%) of the outstanding stock of any
class of securities of a corporation or other entity engaged in such business
which is publicly traded, so long as he has no active participation in the
business of such corporation or other entity. Moreover, the foregoing
limitations shall not be deemed to restrict or otherwise limit Executive from
conducting real estate development, acquisition or management activities with
respect to the Excluded Properties, if any, provided that during the Employment
Period the performance of such activities does not prevent Executive from
devoting substantially all of his business time to the Company.

(b) If, at the time of enforcement of this Paragraph 13, a court
shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable, the parties agree that reasonable maximum duration, scope,
area or other restrictions may be substituted by such court for the stated
duration, scope, area or other restrictions and upon substitution by such court,
this Agreement shall be automatically modified without further action by the
parties hereto.

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<PAGE>

(c) For purposes of this Paragraph 13, the Company shall be deemed to
include any entity which is controlled, directly or indirectly, by the Company
and any entity of which a majority of the economic interest is owned, directly
or indirectly, by the Company.

14. Remedies.

The parties hereto agree that the Company would suffer irreparable harm
from a breach by Executive of any of the covenants or agreements contained in
Paragraphs 11, 12 or 13 of this Agreement. Therefore, in the event of the
actual or threatened breach by Executive of any of the provisions of Paragraphs
11, 12 or 13 of this Agreement, the Company may, in addition and supplementary
to other rights and remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce or prevent any violation of the provisions
thereof.

15. Indemnification/Legal Fees.

21
<PAGE>

demands, suits, judgments, assessments and settlements including all expenses
incurred or suffered by Executive in connection therewith (including, without
limitation, all legal fees incurred using counsel reasonably acceptable to
Executive) and such indemnification shall continue as to Executive even after
Executive is no longer employed by the Company and shall inure to the benefit of
his heirs, executors, and administrators. Expenses incurred by Executive in
connection with any Proceeding shall be paid by the Company in advance upon
request of Executive that the Company pay such expenses; but, only in the event
that Executive shall have delivered in writing to the Company an undertaking to
reimburse the Company for expenses with respect to which Executive is not
entitled to indemnification. The provisions of this Paragraph shall remain in
effect after this Agreement is terminated irrespective of the reasons for
termination. The indemnification provisions of this Paragraph shall not
supersede or reduce any indemnification provided to Executive under any separate
agreement, or the by-laws of the Company since it is intended that this
Agreement shall expand and extend the Executive's rights to receive indemnity.

(b) Legal Fees. If any contest or dispute shall arise between the
Company and Executive regarding or as a result of any provision of this
Agreement, the Company shall reimburse Executive for all legal fees and expenses
reasonably incurred by Executive in connection with such contest or dispute, but
only if Executive is successful in respect of substantially all of Executive's
claims pursued or defended in connection with such contest or dispute. Such
reimbursement shall be made as soon as practicable following the resolution of
such contest or dispute (whether or not appealed).

22
<PAGE>

16. Successors and Assigns.

(a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to Executive, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of an
such succession shall be a breach of this Agreement and shall entitle Executive
to compensation from the Company in the same amount and on the same terms as he
would be entitled to hereunder if Executive terminated his employment hereunder
within six (6) months of a Change in Control as set forth in Paragraph 9, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the date of termination. In the
event of such a breach of this Agreement, the Notice of Termination shall
specify such date as the date of termination. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor to
all or substantially all of its business and/or its assets as aforesaid which
executes and delivers the agreement provided for in this Paragraph 16 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law. Any cash payments owed to Executive pursuant to this
Paragraph 16 shall be paid to Executive in a single sum without discount for
early payment immediately prior to the consummation of the transaction with such
successor.

23
<PAGE>

(b) This Agreement and all rights of Executive hereunder may be
transferred only by will or the laws of descent and distribution. Upon
Executive's death, this Agreement and all rights of Executive hereunder shall
inure to the benefit of and be enforceable by Executive's beneficiary or
beneficiaries, personal or legal representatives, or estate, to the extent any
such person succeeds to Executive's interests under this Agreement. Executive
shall be entitled to select and change a beneficiary or beneficiaries to receive
any benefit or compensation payable hereunder following Executive's death by
giving Company written notice thereof. If Executive should die following the
date of termination while any amounts would still be payable to him hereunder if
he had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to such person or
persons so appointed in writing by Executive, including, without limitation,
under any applicable plan, or otherwise to his legal representatives or estate.

17. Timing of and No Duplication of Payments.

All payments payable to Executive pursuant to this Agreement shall be paid
as soon as practicable after such amounts have become fully vested and
determinable. In addition, Executive shall not be entitled to receive duplicate
payments under any of the provisions of this Agreement.

18. Modification or Waiver.

No amendment, modification, waiver, termination or cancellation of this
Agreement shall be binding or effective for any purpose unless it is made in a
writing

24
<PAGE>

signed by the party against whom enforcement of such amendment, modification,
waiver, termination or cancellation is sought. No course of dealing between or
among the parties to this Agreement shall be deemed to affect or to modify,
amend or discharge any provision or term of this Agreement. No delay on the
part of the Company or Executive in the exercise of any of their respective
rights or remedies shall operate as a waiver thereof, and no single or partial
exercise by the Company or Executive of any such right or remedy shall preclude
other or further exercise thereof. A waiver of right or remedy on any one
occasion shall not be construed as a bar to or waiver of any such right or
remedy on any other occasion.

The respective rights and obligations of the parties hereunder shall
survive the Executive's termination of employment and termination of this
Agreement to the extent necessary for the intended preservation of such rights
and obligations.

19. Notices.

All notices or other communications required or permitted hereunder shall be
made in writing and shall be deemed to have been duly given if delivered by hand
or delivered by a recognized delivery service or mailed, postage prepaid, by
express, certified or registered mail, return receipt requested, and addressed
to the Company at the address set forth above or Executive at his address as set
forth in the Company records (or to such other address as shall have been
previously provided in accordance with this Paragraph 19).

20. Governing Law.

25
<PAGE>

This agreement will be governed by and construed in accordance with the
laws of the State of New Jersey except as to Paragraph 15(a), without regard to
principles of conflicts of laws thereunder.

21. Severability.

Whenever possible, each provision and term of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or term of this Agreement shall be held to be prohibited by
or invalid under such applicable law, then, subject to the provisions of
sub-paragraph 13(b) above, such provision or term shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating or affecting
in any manner whatsoever the remainder of such provisions or term or the
remaining provisions or terms of this Agreement.

22. Legal Representation.

Each of the Company and Executive have been represented by counsel with
respect to this Agreement.

23. Counterparts.

This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and both of which taken together shall constitute one
and the same agreement.

24. Headings.

26
<PAGE>

The headings of the Paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof and shall
not affect the construction or interpretation of this Agreement.

25. Entire Agreement.

26. Survival of Agreements.

The covenants made in Paragraphs 5 through 15 and 21 each shall survive the
termination of this Agreement.

In Witness Whereof, the undersigned have executed this Agreement as of the
date first above written.

MACK-CALI REALTY CORPORATION

By: ----------------------------
Name:
Title:

----------------------------
Mitchell E. Hersh

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<PAGE>

SCHEDULE A

Properties listed on Schedule 5.1(r) to the Contribution and Exchange
Agreement between the MK Contributors, the MK Entities, the Patriot
Contributors, the Patriot Entities, Patriot American Management and Leasing
Corp., the Partnership and the Company dated September 18, 1997, as amended
by that certain First Amendment dated as of December , 1997 in which
Mitchell E. Hersh has an interest.

A passive investment interest in properties permitted to be developed, acquired
or managed by Mack-Arizona Corporation and its affiliates and subsidiaries.

<PAGE>
Exhibit 10.112

EMPLOYMENT AGREEMENT

FOR

THOMAS A. RIZK

<PAGE>

TABLE OF CONTENTS
Page
----
1. Employment.................................................................2

2. Employment Period..........................................................2

3. Services / Place of Employment.............................................3

4. Compensation and Benefits..................................................4

5. Termination of Employment and Change in Control............................6

6. Compensation Upon Termination of Employment By the Company for
Cause or By Executive without Good Reason.................................9

7. Compensation Upon Termination of Employment Upon Death or
Disability...............................................................10

8. Compensation Upon Termination of Employment By the Company
Without Cause or By Executive for Good Reason............................12

9. Change in Control.........................................................13

10. Mitigation / Effect on Employee Benefit Plans and Programs...............17

11. Confidential Information.................................................17

12. Return of Documents......................................................18

13. Noncompete...............................................................19

14. Remedies.................................................................20

15. Indemnification/Legal Fees...............................................21

16. Successors and Assigns...................................................22

17. Timing of and No Duplication of Payments.................................23

18. Modification or Waiver...................................................24

19. Notices..................................................................24

20. Governing Law............................................................25

21. Severability.............................................................25

22. Legal Representation.....................................................25

<PAGE>

23. Counterparts.............................................................25

24. Headings.................................................................26

25. Entire Agreement.........................................................26

26. Survival of Agreements...................................................26

<PAGE>
THOMAS A. RIZK

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into as of
December , 1997, by and between Thomas A. Rizk, an individual residing in
the State of New Jersey ("Executive"), and Mack-Cali Realty Corporation, a
Maryland corporation with offices at 11 Commerce Drive, Cranford, New Jersey
07016 (the "Company").

RECITALS

Whereas, Executive held the positions of Chief Executive Officer and
President of the Company and served as a member of the Board of Directors of
the Company (the "Board") pursuant to his prior employment agreement dated as
of January 21, 1997 (the "Prior Agreement") and prior thereto and, through
such service, has acquired special and unique knowledge, abilities and
expertise;

Whereas, in connection with the combination of Cali Realty Corporation
with the Mack Companies (the "Mack Combination") the Prior Agreement is
canceled effective as of the closing of the Mack Combination; and

Whereas, the Company desires to continue to employ Executive as Chief
Executive Officer and to have Executive serve as a member of the Board, and
Executive desires to continue to be employed by the Company as Chief
Executive Officer and serve as a member of the Board pursuant to the terms of
the Agreement.

Now, Therefore, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:

<PAGE>

1. Employment.

The Company hereby agrees to employ Executive, and Executive hereby
agrees to accept such employment during the period and upon the terms and
conditions set forth in this Agreement.

2. Employment Period.

(a) Except as otherwise provided in this Agreement to the contrary,
the terms and conditions of this Agreement shall be and remain in effect
during the period of employment (the "Employment Period") established under
this Paragraph 2. The initial Employment Period shall be for a term
commencing on the date of this Agreement and ending on the fifth anniversary
of the date of this Agreement provided, however, that commencing on the day
after the date of this Agreement and on each day thereafter, the Employment
Period shall be extended for one additional day so that a constant five (5)
year Employment Period shall be in effect, unless (i) the Company or
Executive elects not to extend the term of this Agreement by giving written
notice to the other party in accordance with Paragraph 19, in which case,
subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this
Agreement shall become fixed and shall end on the fifth anniversary of the
date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's
employment terminates hereunder.

(b) Notwithstanding anything contained herein to the contrary: (i)
Executive's employment with the Company may be terminated by the Company or
Executive during the Employment Period, subject to the terms and conditions
of this Agreement; and (ii) nothing in this Agreement shall mandate or
prohibit a continuation

2
<PAGE>

of Executive's employment following the expiration of the Employment Period
upon such terms and conditions as the Board and Executive may mutually agree.

(c) If Executive's employment with the Company is terminated, for
purposes of this Agreement the term "Unexpired Employment Period" shall mean
the period commencing on the date of such termination and ending on the last
day of the Employment Period.

3. Services / Place of Employment.

(a) Services. During the Employment Period, Executive shall hold
the position of Chief Executive Officer of the Company and shall serve as a
member of the Board. Executive shall devote his best efforts and
substantially all of his business time, skill and attention to the business
of the Company (other than absences due to vacation, illness, disability or
approved leave of absence), and shall perform such duties as are customarily
performed by similar executive officers and as may be more specifically
enumerated from time to time by the Board or Executive Committee of the
Board; provided, however, that the foregoing is not intended to (a) preclude
Executive from (i) owning and managing personal investments, including real
estate investments, subject to the restrictions set forth in Paragraph 13
hereof or (ii) engaging in charitable activities and community affairs, or
(b) restrict or otherwise limit Executive from conducting real estate
development, acquisition or management activities with respect to those
properties described in Schedule A, attached hereto, (the "Excluded
Properties"), provided that the performance of the activities referred to in
clauses (a)

3
<PAGE>

and (b) does not prevent Executive from devoting substantially all of his
business time to the Company.

(b) Place of Employment. The principal place of employment of
Executive shall be at the Company's principal executive offices in Cranford,
New Jersey.

4. Compensation and Benefits.

(a) Salary. During the Employment Period, the Company shall pay
Executive a minimum annual base salary in the amount of $1,050,000 (the
"Annual Base Salary") payable in accordance with the Company's regular
payroll practices. Executive's Annual Base Salary shall be reviewed annually
in accordance with the policy of the Company from time to time and may be
subject to upward adjustment based upon, among other things, Executive's
performance, as determined in the sole discretion of the Option and Executive
Compensation Committee of the Board (the "Compensation Committee"). In no
event shall Executive's Annual Base Salary in effect at a particular time be
reduced without his prior written consent.

(b) Incentive Compensation/Bonuses. In addition, Executive shall
be eligible for incentive compensation payable each year in such amounts as
may be determined by the Compensation Committee based upon, among other
factors, growth in Funds from Operations per Common Share (as hereinafter
defined) for the year. Executive shall be entitled to receive such bonuses
and options to purchase shares of common stock, par value $0.01 per share, of
the Company (the "Common Stock") as the Board or the Compensation Committee
as the case may be shall approve, in its

4
<PAGE>

sole discretion, including, without limitation, options and bonuses
contingent upon Executive's performance and the achievement of specified
financial and operating objectives for Funds from Operations per Common
Share. For purposes of this Agreement, "Funds from Operations per Common
Share" for any period shall mean (i) net income (loss) before minority
interest of unit holders, computed in accordance with generally accepted
accounting principles ("GAAP"), excluding gains (or losses) from debt
restructuring and sale of property, plus real estate return, depreciation and
amortization as calculated in accordance with the National Association of
Real Estate Investment Trusts definition published in March 1995, as amended
from time to time, and as applied in accordance with the accounting practices
and policies of the Company in effect from time to time on a consistent basis
to the entire Employment Period, divided by (ii) the sum of (A) the primary
weighted average number of outstanding shares of Common Stock as it appears
in the Company's financial statement for the applicable period and (B) the
primary weighted average number of outstanding common limited partnership
units ("Common OP Units") of Mack-Cali Realty, L.P., a Delaware limited
partnership (the "Partnership") of which the Company is the sole general
partner, for the applicable period. All classes of preferred stock which are
convertible into Common Stock and all classes of preferred or other units
which are convertible into Common OP Units shall be treated as if they have
been converted into Common Stock or Common OP Units and shall be included in
the denominator, irrespective of any waiting period which must elapse prior
to conversion.

(c) Taxes and Withholding. The Company shall have the right to
deduct and withhold from all compensation all social security and other
federal, state

5
<PAGE>

and local taxes and charges which currently are or which hereafter may be
required by law to be so deducted and withheld.

(d) Additional Benefits. In addition to the compensation specified
above and other benefits provided pursuant to this Paragraph 4, Executive
shall be entitled to the following benefits:

(i) participation in the Employee Stock Option Plan of Cali Realty
Corporation, the Cali Realty Corporation 401(k) Savings and
Retirement Plan (subject to statutory rules and maximum
contributions and non-discrimination requirements applicable to
401(k) plans) and such other benefit plans and programs ,
including but not limited to restricted stock, phantom stock
and/or unit awards, loan programs and any other incentive
compensation plans or programs (whether or not employee benefit
plans or programs), as maintained by the Company from time to time
and made generally available to executives of the Company with
such participation to be consistent with reasonable Company
guidelines;

(ii) participation in any health insurance, disability insurance, paid
vacation, group life insurance or other welfare benefit program
made generally available to executives of the Company; and

(iii) participation in the security plan and reimbursement for
reasonable business expenses incurred by Executive in furtherance
of the interests of the Company.

5. Termination of Employment and Change in Control.

(a) Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:

6
<PAGE>

performed his duties; (B) willful misconduct and/or willful
violation of Paragraph 11 hereof, which is materially
economically injurious to the Company and the Partnership taken
as a whole; (C) the willful violation of the provisions of
Paragraph 13 hereof; or (D) conviction of, or plea of guilty to a
felony. For purposes of this sub-paragraph 5(a), no act, or
failure to act, on Executive's part shall be considered "willful"
unless done, or omitted to be done, by him (I) not in good faith
and (II) without reasonable belief that his action or omission
was in furtherance of the interests of the Company.

(ii) Death. Executive's employment hereunder shall terminate upon his
death.

(iv) Good Reason. Executive shall have the right to terminate his
employment for "Good Reason": (A) upon the occurrence of any
material breach of this Agreement by the Company which shall
include but not be limited to; an assignment to Executive of
duties materially and adversely inconsistent with Executive's
status as Chief Executive Officer or a member of the Board or a
material or adverse alteration in the nature of or diminution in
Executive's duties and/or responsibilities, reporting obligations,
titles or authority; (B) upon a reduction in Executive's Annual
Base Salary or a material reduction in other benefits (except for
bonuses or similar discretionary payments) as in effect at the
time in question, a failure to pay such amounts when due or any
other failure by the Company to comply with Paragraph 4 hereof;
(C) within six (6) months following the date a Notice of
Non-Renewal is issued by the Company pursuant to Paragraph 2
hereof; (D) on or within six (6) months following a Change in
Control (as hereinafter defined) in accordance with the provisions
set forth in sub-paragraph 5(a)(vii) hereof; (E) any purported
termination of Executive's employment for Cause which is not
effected pursuant to the procedures of sub-paragraph 5(a)(i)
(and for purpose of this Agreement, in the event of such failure
to comply, no such purported termination shall be effective); (F)
upon the relocation of the Company's principal executive offices
or Executive's own office location to a location

7
<PAGE>

more than thirty (30) miles away from Cranford, New Jersey; or (G)
failure to be appointed or reappointed as a member of the Board.

(v) Without Cause. The Company shall have the right to terminate the
Executive's employment hereunder without Cause subject to the
terms and conditions of this Agreement.

(vi) Without Good Reason. The Executive shall have the right to
terminate his employment hereunder without Good Reason subject to
the terms and conditions of this Agreement.

(vii) Change in Control. Executive shall have the right to terminate
his employment hereunder on or within six (6) months following a
Change in Control. Such termination shall be deemed a
termination for Good Reason hereunder. For purposes of this
Agreement "Change in Control" shall mean that any of the
following events has occurred: (A) any "person" or "group" of
persons, as such terms are used in Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
other than any employee benefit plan sponsored by the Company,
becomes the "beneficial owner", as such term is used in Section
13 of the Exchange Act, (irrespective of any vesting or waiting
periods) of (I) Common Stock or any class of stock convertible
into Common Stock and/or (II) Common OP Units or preferred units
or any other class of units convertible into Common OP Units, in
an amount equal to twenty (20%) percent or more of the sum total
of the Common Stock and the Common OP Units (treating all classes
of outstanding stock, units or other securities convertible into
stock units as if they were converted into Common Stock or Common
OP Units as the case may be and then treating Common Stock and
Common OP Units as if they were a single class) issued and
outstanding immediately prior to such acquisition as if they were
a single class and disregarding any equity raise in connection
with the financing of such transaction; (B) any Common Stock is
purchased pursuant to a tender or exchange offer other than an
offer by the Company; (C) the dissolution or liquidation of the
Company or the consummation of any merger or consolidation of the
Company or any sale or other disposition of all or substantially
all of its assets, if the shareholders of the Company and
unitholders of the Partnership taken as a whole and considered as
one class immediately before such transaction own, immediately
after consummation of such transaction, equity securities and
partnership units possessing less than fifty (50%) percent of the
surviving or acquiring company and partnership taken as a whole;
or (D) a turnover, during any two (2) year period, of the
majority of

8
<PAGE>

the members of the Board, without the consent of the
remaining members of the Board as to the appointment of the new
Board members.

(b) Notice of Termination. Any termination of Executive's
employment by the Company or any such termination by Executive (other than on
account of death) shall be communicated by written Notice of Termination to
the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated. In
the event of the termination of Executive's employment on account of death,
written Notice of Termination shall be deemed to have been provided on the
date of death.

6. Compensation Upon Termination of Employment By the Company for
Cause or By Executive without Good Reason.

In the event the Company terminates Executive's employment for Cause or
Executive terminates his employment without Good Reason, the Company shall
pay Executive any unpaid Annual Base Salary at the rate then in effect
accrued through and including the date of termination. In addition, in such
event, Executive shall be entitled (i) to receive any earned but unpaid
incentive compensation or bonuses and (ii) to exercise any options which have
vested and are exercisable in accordance with the terms of the applicable
option grant agreement or plan.

Except for any rights which Executive may have to unpaid salary amounts
through and including the date of termination, earned but unpaid incentive

9
<PAGE>

compensation or bonuses and vested options, the Company shall have no further
obligations hereunder following such termination. The aforesaid amounts
shall be payable in full immediately upon such termination.

7. Compensation Upon Termination of Employment Upon Death or
Disability.

In the event of termination of Executive's employment as a result of
either Executive's death or Disability, the Company shall pay to Executive,
his estate or his personal representative (i) the unpaid Annual Base Salary
at the rate then in effect through the end of the Unexpired Employment Period
(the "Annual Base Salary Payment"); (ii) a pro-rata portion, based upon the
number of days in the period beginning with the date of the termination of
Executive's employment due to death or Disability and ending with the last
day of the Unexpired Employment Period, of the cash equivalent of the average
annual amount of all other compensation based on the average of the last two
(2) calendar years immediately preceding the year in which Executive's
termination of employment occurs including, without limitation, incentive
compensation payments, bonuses and stock based compensation (e.g., stock
options, restricted stock awards, etc.) paid, granted or accreted to
Executive during such years (the "Pro-Rata Portion of Other Compensation")
and (iii) reimbursement of expenses incurred prior to date of termination
("Expense Reimbursement"). The aforesaid amounts shall be payable in cash
without discount for early payment, at the option of Executive, his estate or
his personal representative, either in full immediately upon such termination
or monthly over the Unexpired Employment Period (the "Payment

10
<PAGE>

Election"). In the event of termination of employment due to Disability,
Executive shall also receive continuation of health coverage through the end
of the Unexpired Employment Period on the same basis as health coverage is
provided by the Company for active employees and as may be amended from time
to time ("Medical Continuation").

In addition, all (A) incentive compensations payments or programs of any
nature whether stock based or otherwise that are subject to a vesting
schedule including without limitation restricted stock, phantom stock, units
and any loan forgiveness arrangements granted to Executive ("Incentive
Compensation") shall immediately vest as of the date of such termination
("Vested Incentive Compensation") and (B) options granted to Executive shall
immediately vest as of the date of such termination (the "Vested Options")
and Executive shall be entitled at the option of Executive, his estate or his
personal representative, within one (1) year of the date of such termination,
to exercise any options which have vested (including, without limitation, by
acceleration in accordance with the terms of this Agreement, the applicable
option grant agreement or plan) and are exercisable in accordance with the
terms of the applicable option grant agreement or plan and/or any other
methods or procedures for exercise applicable to optionees or to require the
Company (upon written notice delivered within one hundred eighty (180) days
following the date of Executive's termination) to repurchase all or any
portion of Executive's vested options to purchase shares of Common Stock at a
price equal to the difference between the Repurchase Fair Market Value (as
hereinafter defined) of the shares of Common Stock for which the options to
be repurchased are exercisable and the exercise price of such options as of
the date of Executive's termination of employment (the "Vested Option
Exercise

11
<PAGE>

Election"). In the event of a conflict between any option grant agreement or
plan and this Agreement, the terms of this Agreement shall control.

For purposes of this Agreement, "Repurchase Fair Market Value" shall mean
the average of the closing price on the New York Stock Exchange (or such
other exchange on which the Common Stock is primarily traded) of the Common
Stock on each of the trading days within the thirty (30) days immediately
preceding the date of termination of Executive's employment.

8. Compensation Upon Termination of Employment By the Company Without
Cause or By Executive for Good Reason.

In the event the Company terminates Executive's employment for any reason
other than Cause or Executive terminates his employment for Good Reason, the
Company shall pay to Executive and Executive shall be entitled to receive the
greater of (i) ten million dollars ($10,000,000) with such amount subject
only to upwards adjustment from time to time by the Compensation Committee
(the "Fixed Amount") or (ii) the sum total of (A) the Annual Base Salary
Payment and (B) the Pro-Rata Portion of Other Compensation. The aforesaid
amount shall be payable in cash without discount

12
<PAGE>

for early payment, at the option of Executive, either in full immediately
upon such termination or monthly over the Unexpired Employment Period.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options, Medical Continuation and Expense Reimbursement
and either the Fixed Amount or in lieu thereof to the Annual Base Salary
Payment, and the Pro-Rata Portion of Other Compensation (as defined in
Paragraph 7), the Company shall have no further obligations hereunder
following such termination. The parties both agree that the agreement to make
these payments was consideration and an inducement to obtain Executive's
consent to enter into this Agreement. The payments are not a penalty and
neither party will claim them to be a penalty. Rather, the payments
represent a fair approximation of reasonable amounts due to Executive for the
Employment Period.

9. Change in Control.

13
<PAGE>

the vesting in any options as a result thereof shall require Executive to
exercise any options. In the event of a conflict between any Incentive
Compensation grant agreement or program or any option grant agreement or plan
and this Agreement, the terms of this Agreement shall control.

The aforesaid amount shall be payable in accordance with Executive's
Payment Election.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options (including, without limitation, by acceleration
in accordance with sub-paragraph 9(a)), Medical Continuation, Expense
Reimbursement and the Excise Tax Gross Up set forth in subparagraph 9(d), and
either the Fixed Amount or in lieu thereof to the Annual Base Salary Payment,
and the Pro-Rata Portion of Other Compensation (as defined in Paragraph 7),
the Company shall have no further obligations hereunder following such
termination.

14
<PAGE>

same, this Agreement shall remain in full force and effect except that (i)
simultaneously with the receipt of the Retention Payment, Executive shall
waive any right to receive any additional payment as a direct result of such
Change in Control, and (ii) other than with respect to the consummation of a
subsequent transaction which constitutes a Change in Control and is unrelated
to the Change in Control with respect to which the Retention Payment was
paid, termination payments otherwise due subsequently under this Agreement
for any event requiring payment of termination payments under this Agreement
which occurs within the six (6) month period immediately following the date
of the Change In Control as to which the Retention Payment was paid shall be
reduced by the Retention Payment paid to Executive on the date of the Change
in Control.

Any cash payments owed to Executive pursuant to this sub-paragraph
9(c) shall be paid to Executive in a single sum without discount for early
payment at the time of the Change in Control but prior to the consummation of
the transaction with any successor.

(d) Excise Tax Gross Up. In addition, if it is determined by an
independent accountant mutually acceptable to the Company and Executive that
as a result of any payment in the nature of compensation made by the Company
to (or for the benefit of) Executive pursuant to this Agreement or otherwise,
an excise tax may be imposed on Executive pursuant to Section 4999 of the
Code (or any successor provisions), the Company shall pay Executive in cash
an amount equal to X determined under the following formula: (the "Excise Tax
Gross Up"):

15
<PAGE>

E x P
X =
-------------------------------------
1-[(FI x (1-SLI)) + SLI + E + M]
where

E = the rate at which the excise tax is assessed under Section 4999
of the Code (or any successor provisions);

P = the amount with respect to which such excise tax is assessed,
determined without regard to the Excise Tax Gross Up;

FI = the highest effective marginal rate of income tax applicable to
Executive under the Code for the taxable year in question (taking
into account any phase-out or loss of deductions, personal
exemptions or other similar adjustments);

SLI = the sum of the highest effective marginal rates of income tax
applicable to Executive under all applicable state and local laws
for the taxable year in question (taking into account any phase-
out or loss of deductions, personal exemptions and other similar
adjustments); and

M = the highest marginal rate of Medicare tax applicable to Executive
under the Code for the taxable year in question.

With respect to any payment in the nature of compensation that is made to (or
for the benefit of) Executive under the terms of this Agreement or otherwise
and on which an excise tax under Section 4999 of the Code (or any successor
provisions) may be assessed, the payment determined under this sub-paragraph
9(d) shall be paid to Executive at the time of the Change in Control but
prior to the consummation of the transaction with any successor. It is the
intention of the parties that the Company provide Executive with a full tax
gross-up under the provisions of this Paragraph, so that on a net after-tax
basis, the result to Executive shall be the same as if the excise tax under
Section 4999 of the Code (or any successor provisions) had not been

16
<PAGE>

imposed. The Excise Tax Gross Up may be adjusted if alternative minimum tax
rules are applicable to Executive.

10. Mitigation / Effect on Employee Benefit Plans and Programs.

(a) Mitigation. Executive shall not be required to mitigate
amounts payable under this Agreement by seeking other employment or
otherwise, and there shall be no offset against amounts due Executive under
this Agreement on account of subsequent employment. Amounts owed to
Executive under this Agreement shall not be offset by any claims the Company
may have against Executive and such payment shall not be affected by any
other circumstances, including, without limitation, any counterclaim,
recoupment, defense, or other right which the Company may have against
Executive or others.

(b) Effect on Employee Benefit Programs. The termination of
Executive's employment hereunder, whether by the Company or Executive, shall
have no effect on the rights and obligations of the parties hereto under the
Company's (i) welfare benefit plans including, without limitation, Medical
Continuation as provided for herein and, health coverage thereafter but only
to the extent required by law, and on the same basis applicable to other
employees and (ii) 401(k) Plan but only to the extent required by law and
pursuant to the terms of the 401(k) Plan.

11. Confidential Information.

(a) Executive understands and acknowledges that during his
employment with the Company, he will be exposed to Confidential Information
(as

17
<PAGE>

defined below), all of which is proprietary and which will rightfully belong
to the Company. Executive shall hold in a fiduciary capacity for the benefit
of the Company such Confidential Information obtained by Executive during his
employment with the Company and shall not, directly or indirectly, at any
time, either during or after his employment with the Company, without the
Company's prior written consent, use any of such Confidential Information or
disclose any of such Confidential Information to any individual or entity
other than the Company or its employees, attorneys, accountants, financial
advisors, consultants, or investment bankers except as required in the
performance of his duties for the Company or as otherwise required by law.
Executive shall take all reasonable steps to safeguard such Confidential
Information and to protect such Confidential Information against disclosure,
misuse, loss or theft.

(b) The term "Confidential Information" shall mean any information
not generally known in the relevant trade or industry or otherwise not
generally available to the public, which was obtained from the Company or its
predecessors or which was learned, discovered, developed, conceived,
originated or prepared during or as a result of the performance of any
services by Executive on behalf of the Company or its predecessors. For
purposes of this Paragraph 11, the Company shall be deemed to include any
entity which is controlled, directly or indirectly, by the Company and any
entity of which a majority of the economic interest is owned, directly or
indirectly, by the Company.

12. Return of Documents.

18
<PAGE>

Except for such items which are of a personal nature to Executive (e.g.,
daily business planner), all writings, records, and other documents and
things containing any Confidential Information shall be the exclusive
property of the Company, shall not be copied, summarized, extracted from, or
removed from the premises of the Company, except in pursuit of the business
of the Company and at the direction of the Company, and shall be delivered to
the Company, without retaining any copies, upon the termination of
Executive's employment or at any time as requested by the Company.

13. Noncompete.

Executive agrees that:

(a) During the Employment Period and, in the event (i) the Company
terminates Executive's employment for Cause, or (ii) Executive terminates his
employment without Good Reason, for a one (1) year period thereafter,
Executive shall not, directly or indirectly, within the continental United
States, engage in, or own, invest in, manage or control any venture or
enterprise primarily engaged in any office-service, flex, or office property
development, acquisition or management activities without regard to whether
or not such activities compete with the Company. Nothing herein shall
prohibit Executive from being a passive owner of not more than five percent
(5%) of the outstanding stock of any class of securities of a corporation or
other entity engaged in such business which is publicly traded, so long as he
has no active participation in the business of such corporation or other
entity. Moreover, the foregoing limitations shall not be deemed to restrict
or otherwise limit Executive from conducting real estate development,
acquisition or management activities with respect

19
<PAGE>

to the Excluded Properties, if any, provided that during the Employment
Period the performance of such activities does not prevent Executive from
devoting substantially all of his business time to the Company.

(b) If, at the time of enforcement of this Paragraph 13, a court
shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable, the parties agree that reasonable maximum duration, scope,
area or other restrictions may be substituted by such court for the stated
duration, scope, area or other restrictions and upon substitution by such
court, this Agreement shall be automatically modified without further action
by the parties hereto.

(c) For purposes of this Paragraph 13, the Company shall be deemed
to include any entity which is controlled, directly or indirectly, by the
Company and any entity of which a majority of the economic interest is owned,
directly or indirectly, by the Company.

14. Remedies.

The parties hereto agree that the Company would suffer irreparable harm
from a breach by Executive of any of the covenants or agreements contained in
Paragraphs 11, 12 or 13 of this Agreement. Therefore, in the event of the
actual or threatened breach by Executive of any of the provisions of
Paragraphs 11, 12 or 13 of this Agreement, the Company may, in addition and
supplementary to other rights and remedies existing in its favor, apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any
violation of the provisions thereof.

20
<PAGE>

15. Indemnification/Legal Fees.

(a) Indemnification. In the event the Executive is made party or
threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by reason
of Executive's employment with or serving as an officer or director of the
Company, whether or not the basis of such Proceeding is alleged action in an
official capacity, the Company shall indemnify, hold harmless and defend
Executive to the fullest extent authorized by Maryland law, as the same
exists and may hereafter be amended, against any and all claims, demands,
suits, judgments, assessments and settlements including all expenses incurred
or suffered by Executive in connection therewith (including, without
limitation, all legal fees incurred using counsel reasonably acceptable to
Executive) and such indemnification shall continue as to Executive even after
Executive is no longer employed by the Company and shall inure to the benefit
of his heirs, executors, and administrators. Expenses incurred by Executive
in connection with any Proceeding shall be paid by the Company in advance
upon request of Executive that the Company pay such expenses; but, only in
the event that Executive shall have delivered in writing to the Company an
undertaking to reimburse the Company for expenses with respect to which
Executive is not entitled to indemnification. The provisions of this
Paragraph shall remain in effect after this Agreement is terminated
irrespective of the reasons for termination. The indemnification provisions
of this Paragraph shall not supersede or reduce any indemnification provided
to Executive under any separate agreement, or the by-laws of the Company
since it is intended that this Agreement shall expand and extend the
Executive's rights to receive indemnity.

21
<PAGE>

by Executive in connection with such contest or dispute, but only if
Executive is successful in respect of substantially all of Executive's claims
pursued or defended in connection with such contest or dispute. Such
reimbursement shall be made as soon as practicable following the resolution
of such contest or dispute (whether or not appealed).

16. Successors and Assigns.

(a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement
in form and substance satisfactory to Executive, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of an such succession shall be a breach of this Agreement and
shall entitle Executive to compensation from the Company in the same amount
and on the same terms as he would be entitled to hereunder if Executive
terminated his employment hereunder within six (6) months of a Change in
Control as set forth in Paragraph 9, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall
be deemed the date of termination. In the event of such a breach of this
Agreement, the Notice of Termination shall specify such date as the date of
termination. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to all or substantially all of its
business and/or its assets as aforesaid which executes and delivers the
agreement provided for in this Paragraph 16 or which otherwise becomes

22
<PAGE>

bound by all the terms and provisions of this Agreement by operation of law.
Any cash payments owed to Executive pursuant to this Paragraph 16 shall be
paid to Executive in a single sum without discount for early payment
immediately prior to the consummation of the transaction with such successor.

(b) This Agreement and all rights of Executive hereunder may be
transferred only by will or the laws of descent and distribution. Upon
Executive's death, this Agreement and all rights of Executive hereunder shall
inure to the benefit of and be enforceable by Executive's beneficiary or
beneficiaries, personal or legal representatives, or estate, to the extent
any such person succeeds to Executive's interests under this Agreement.
Executive shall be entitled to select and change a beneficiary or
beneficiaries to receive any benefit or compensation payable hereunder
following Executive's death by giving Company written notice thereof. If
Executive should die following the date of termination while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to such person or persons so appointed in writing
by Executive, including, without limitation, under any applicable plan, or
otherwise to his legal representatives or estate.

17. Timing of and No Duplication of Payments.

All payments payable to Executive pursuant to this Agreement shall be
paid as soon as practicable after such amounts have become fully vested and
determinable. In addition, Executive shall not be entitled to receive
duplicate payments under any of the provisions of this Agreement.

23
<PAGE>

18. Modification or Waiver.

No amendment, modification, waiver, termination or cancellation of this
Agreement shall be binding or effective for any purpose unless it is made in
a writing signed by the party against whom enforcement of such amendment,
modification, waiver, termination or cancellation is sought. No course of
dealing between or among the parties to this Agreement shall be deemed to
affect or to modify, amend or discharge any provision or term of this
Agreement. No delay on the part of the Company or Executive in the exercise
of any of their respective rights or remedies shall operate as a waiver
thereof, and no single or partial exercise by the Company or Executive of any
such right or remedy shall preclude other or further exercise thereof. A
waiver of right or remedy on any one occasion shall not be construed as a bar
to or waiver of any such right or remedy on any other occasion.

19. Notices.

All notices or other communications required or permitted hereunder shall
be made in writing and shall be deemed to have been duly given if delivered
by hand or delivered by a recognized delivery service or mailed, postage
prepaid, by express, certified or registered mail, return receipt requested,
and addressed to the Company at the address set forth above or Executive at
his address as set forth in the Company

24
<PAGE>

records (or to such other address as shall have been previously provided in
accordance with this Paragraph 19).

20. Governing Law.

This agreement will be governed by and construed in accordance with the
laws of the State of New Jersey except as to Paragraph 15(a), without regard
to principles of conflicts of laws thereunder.

21. Severability.

Whenever possible, each provision and term of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or term of this Agreement shall be held to be prohibited
by or invalid under such applicable law, then, subject to the provisions of
sub-paragraph 13(b) above, such provision or term shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating or
affecting in any manner whatsoever the remainder of such provisions or term
or the remaining provisions or terms of this Agreement.

22. Legal Representation.

Each of the Company and Executive have been represented by counsel with
respect to this Agreement.

23. Counterparts.

25
<PAGE>

This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and both of which taken together shall constitute
one and the same agreement.

24. Headings.

The headings of the Paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof and
shall not affect the construction or interpretation of this Agreement.

25. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all other prior
agreements and undertakings, both written and oral, among the parties with
respect to the subject matter hereof. The parties recognize that the Prior
Agreement dated as of January 21, 1997 has been canceled.

26. Survival of Agreements.

The covenants made in Paragraphs 5 through 15 and 21 each shall survive
the termination of this Agreement.

In Witness Whereof, the undersigned have executed this Agreement as of
the date first above written.

MACK-CALI REALTY CORPORATION

26
<PAGE>

By:
----------------------------------
Name:
Title:

---------------------------------
Thomas A. Rizk

27
<PAGE>

SCHEDULE A

Those properties described in the Prospectus of Cali Realty Corporation
for the sale of 10,500,000 Shares dated August 24, 1994, in the section
entitled "Business and Properties -- Excluded Properties".

<PAGE>

Exhibit 10.113

EMPLOYMENT AGREEMENT

FOR

BRANT CALI

<PAGE>

TABLE OF CONTENTS

Page
----

1. Employment............................................................. 2
2. Employment Period...................................................... 2
3. Services / Place of Employment......................................... 3
4. Compensation and Benefits.............................................. 4
5. Termination of Employment and Change in Control........................ 6
6. Compensation Upon Termination of Employment By the Company for
Cause or By Executive without Good Reason.............................. 9
7. Compensation Upon Termination of Employment Upon Death or
Disability.............................................................10
8. Compensation Upon Termination of Employment By the Company
Without Cause or By Executive for Good Reason..........................12
9. Change in Control......................................................13
10. Mitigation / Effect on Employee Benefit Plans and Programs.............17
11. Confidential Information...............................................17
12. Return of Documents....................................................18
13. Noncompete.............................................................19
14. Remedies...............................................................20
15. Indemnification/Legal Fees.............................................21
16. Successors and Assigns.................................................22
17. Timing of and No Duplication of Payments...............................24
18. Modification or Waiver.................................................24
19. Notices................................................................25
20. Governing Law..........................................................25
21. Severability...........................................................25
22. Legal Representation...................................................26
23. Counterparts...........................................................26
24. Headings...............................................................26
25. Entire Agreement.......................................................26
26. Survival of Agreements.................................................26

<PAGE>

BRANT CALI

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into as of
December , 1997, by and between Brant Cali, an individual residing at 175
Eagle Rock Way, Montclair, New Jersey 07042 ("Executive"), and Mack-Cali
Realty Corporation, a Maryland corporation with offices at 11 Commerce Drive,
Cranford, New Jersey 07016 (the "Company").

RECITALS

Whereas, Executive held the positions of Chief Operating Officer and
Secretary of the Company pursuant to his prior employment agreement dated as
of January 21, 1997 (the "Prior Agreement") and prior thereto and, through
such service, has acquired special and unique knowledge, abilities and
expertise;

Whereas, the Company desires to employ Executive as Executive Vice
President and Secretary, and Executive desires to be employed by the Company
as Executive Vice President and Secretary, pursuant to the terms of the
Agreement.

Now, Therefore, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:

<PAGE>

1. Employment.

The Company hereby agrees to employ Executive, and Executive hereby
agrees to accept such employment during the period and upon the terms and
conditions set forth in this Agreement.

2. Employment Period.

(a) Except as otherwise provided in this Agreement to the contrary,
the terms and conditions of this Agreement shall be and remain in effect
during the period of employment (the "Employment Period") established under
this Paragraph 2. The initial Employment Period shall be for a term
commencing on the date of this Agreement and ending on the fifth anniversary
of the date of this Agreement provided, however, that commencing on the day
after the date of this Agreement and on each day thereafter, the Employment
Period shall be extended for one additional day so that a constant five (5)
year Employment Period shall be in effect, unless (i) the Company or
Executive elects not to extend the term of this Agreement by giving written
notice to the other party in accordance with Paragraph 19, in which case,
subject to the provisions of sub-paragraph 5(a)(iv) below, the term of this
Agreement shall become fixed and shall end on the fifth anniversary of the
date of such written notice ("Notice of Non-Renewal"), or (ii) Executive's
employment terminates hereunder.

(b) Notwithstanding anything contained herein to the contrary: (i)
Executive's employment with the Company may be terminated by the Company or
Executive during the Employment Period, subject to the terms and conditions
of this Agreement; and (ii) nothing in this Agreement shall mandate or
prohibit a continuation

<PAGE>

of Executive's employment following the expiration of the Employment Period
upon such terms and conditions as the Board of Directors of the Company (the
"Board") and Executive may mutually agree.

(c) If Executive's employment with the Company is terminated, for
purposes of this Agreement the term "Unexpired Employment Period" shall mean
the period commencing on the date of such termination and ending on the last
day of the Employment Period.

3. Services / Place of Employment.

(a) Services. During the Employment Period, Executive shall hold
the positions of Executive Vice President and Secretary of the Company.
Executive shall devote his best efforts and substantially all of his business
time, skill and attention to the business of the Company (other than absences
due to vacation, illness, disability or approved leave of absence), and shall
perform such duties as are customarily performed by similar executive
officers and as may be more specifically enumerated from time to time by the
Chief Executive Officer and President; provided, however, that the foregoing
is not intended to (a) preclude Executive from (i) owning and managing
personal investments, including real estate investments, subject to the
restrictions set forth in Paragraph 13 hereof or (ii) engaging in charitable
activities and community affairs, or (b) restrict or otherwise limit
Executive from conducting real estate development, acquisition or management
activities with respect to those properties described in Schedule A, attached
hereto, (the "Excluded Properties"), provided that

<PAGE>

the performance of the activities referred to in clauses (a) and (b) does not
prevent Executive from devoting substantially all of his business time to the
Company.

(b) Place of Employment. The principal place of employment of
Executive shall be at the Company's principal executive offices in Cranford,
New Jersey.

4. Compensation and Benefits.

(a) Salary. During the Employment Period, the Company shall pay
Executive a minimum annual base salary in the amount of $325,000 (the "Annual
Base Salary") payable in accordance with the Company's regular payroll
practices. Executive's Annual Base Salary shall be reviewed annually in
accordance with the policy of the Company from time to time and may be
subject to upward adjustment based upon, among other things, Executive's
performance, as determined in the sole discretion of the Chief Executive
Officer and the President. In no event shall Executive's Annual Base Salary
in effect at a particular time be reduced without his prior written consent.

(b) Incentive Compensation/Bonuses. In addition, Executive shall
be eligible for incentive compensation payable each year in such amounts as
may be determined by the Option and Executive Compensation Committee of the
Board (the "Compensation Committee") based upon, among other factors, growth
in Funds from Operations per Common Share (as hereinafter defined) for the
year. Executive shall be entitled to receive such bonuses and options to
purchase shares of common stock, par value $0.01 per share, of the Company
(the "Common Stock") as the Board or the

<PAGE>

Compensation Committee as the case may be shall approve, in its sole
discretion, including, without limitation, options and bonuses contingent
upon Executive's performance and the achievement of specified financial and
operating objectives for Funds from Operations per Common Share. For
purposes of this Agreement, "Funds from Operations per Common Share" for any
period shall mean (i) net income (loss) before minority interest of unit
holders, computed in accordance with generally accepted accounting principles
("GAAP"), excluding gains (or losses) from debt restructuring and sale of
property, plus real estate return, depreciation and amortization as
calculated in accordance with the National Association of Real Estate
Investment Trusts definition published in March 1995, as amended from time to
time, and as applied in accordance with the accounting practices and policies
of the Company in effect from time to time on a consistent basis to the
entire Employment Period, divided by (ii) the sum of (A) the primary weighted
average number of outstanding shares of Common Stock as it appears in the
Company's financial statement for the applicable period and (B) the primary
weighted average number of outstanding common limited partnership units
("Common OP Units") of Mack-Cali Realty, L.P., a Delaware limited partnership
(the "Partnership") of which the Company is the sole general partner, for the
applicable period. All classes of preferred stock which are convertible into
Common Stock and all classes of preferred or other units which are
convertible into Common OP Units shall be treated as if they have been
converted into Common Stock or Common OP Units and shall be included in the
denominator, irrespective of any waiting period which must elapse prior to
conversion.

<PAGE>

(c) Taxes and Withholding. The Company shall have the right to
deduct and withhold from all compensation all social security and other
federal, state and local taxes and charges which currently are or which
hereafter may be required by law to be so deducted and withheld.

(d) Additional Benefits. In addition to the compensation specified
above and other benefits provided pursuant to this Paragraph 4, Executive
shall be entitled to the following benefits:

(i) participation in the Employee Stock Option Plan of Cali Realty
Corporation, the Cali Realty Corporation 401(k) Savings and
Retirement Plan (subject to statutory rules and maximum
contributions and non-discrimination requirements applicable to
401(k) plans) and such other benefit plans and programs ,
including but not limited to restricted stock, phantom stock
and/or unit awards, loan programs and any other incentive
compensation plans or programs (whether or not employee benefit
plans or programs), as maintained by the Company from time to
time and made generally available to executives of the Company
with such participation to be consistent with reasonable Company
guidelines;

(ii) participation in any health insurance, disability insurance, paid
vacation, group life insurance or other welfare benefit program
made generally available to executives of the Company; and

(iii) reimbursement for reasonable business expenses incurred by
Executive in furtherance of the interests of the Company
including a monthly allowance of twelve hundred ($1,200) which is
intended to cover the cost of local business-related travel
expenses exclusive of amounts paid to third-parties (e.g. taxi
service).

5. Termination of Employment and Change in Control.

(a) Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:

(i) Cause. The Company shall have the right to terminate Executive's
employment for Cause upon Executive's: (A) willful and continued

<PAGE>

failure to use best efforts to substantially perform his duties
hereunder (other than any such failure resulting from Executive's
incapacity due to physical or mental illness) for a period of
thirty (30) days after written demand for substantial performance
is delivered by the Company specifically identifying the manner
in which the Company believes Executive has not substantially
performed his duties; (B) willful misconduct and/or willful
violation of Paragraph 11 hereof, which is materially
economically injurious to the Company and the Partnership taken
as a whole; (C) the willful violation of the provisions of
Paragraph 13 hereof; or (D) conviction of, or plea of guilty to
a felony. For purposes of this sub-paragraph 5(a), no act, or
failure to act, on Executive's part shall be considered "willful"
unless done, or omitted to be done, by him (I) not in good faith
and (II) without reasonable belief that his action or omission
was in furtherance of the interests of the Company.

(ii) Death. Executive's employment hereunder shall terminate upon his
death.

<PAGE>

purported termination of Executive's employment for Cause which
is not effected pursuant to the procedures of sub-paragraph
5(a)(i) (and for purposes of this Agreement, in the event of
such failure to comply, no such purported termination shall be
effective); or (F) upon the relocation of the Company's principal
executive offices or Executive's own office location to a location
more than thirty (30) miles away from Cranford, New Jersey.

(v) Without Cause. The Company shall have the right to terminate the
Executive's employment hereunder without Cause subject to the
terms and conditions of this Agreement.

(vi) Without Good Reason. The Executive shall have the right to
terminate his employment hereunder without Good Reason subject to
the terms and conditions of this Agreement.

(vii) Change in Control. Executive shall have the right to terminate
his employment hereunder on or within six (6) months following a
Change in Control. Such termination shall be deemed a termination
for Good Reason hereunder. For purposes of this Agreement "Change
in Control" shall mean that any of the following events has
occurred: (A) any "person" or "group" of persons, as such terms
are used in Sections 13 and 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), other than any employee
benefit plan sponsored by the Company, becomes the "beneficial
owner", as such term is used in Section 13 of the Exchange Act,
(irrespective of any vesting or waiting periods) of (I) Common
Stock or any class of stock convertible into Common Stock and/or
(II) Common OP Units or preferred units or any other class of
units convertible into Common OP Units, in an amount equal to
twenty (20%) percent or more of the sum total of the Common
Stock and the Common OP Units (treating all classes of
outstanding stock, units or other securities convertible into
stock units as if they were converted into Common Stock or Common
OP Units as the case may be and then treating Common Stock and
Common OP Units as if they were a single class) issued and
outstanding immediately prior to such acquisition as if they were
a single class and disregarding any equity raise in connection
with the financing of such transaction; (B) any Common Stock is
purchased pursuant to a tender or exchange offer other than an
offer by the Company; (C) the dissolution or liquidation of the
Company or the consummation of any merger or consolidation of the
Company or any sale or other disposition of all or substantially
all of its assets, if the shareholders of the Company and
unitholders of the Partnership taken as a whole and considered as
one class

<PAGE>

immediately before such transaction own, immediately after
consummation of such transaction, equity securities and
partnership units possessing less than fifty (50%) percent of the
surviving or acquiring company and partnership taken as a whole;
or (D) a turnover, during any two (2) year period, of the
majority of the members of the Board, without the consent of the
remaining members of the Board as to the appointment of the new
Board members.

(b) Notice of Termination. Any termination of Executive's employment by
the Company or any such termination by Executive (other than on account of
death) shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision
in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated. In the event of the
termination of Executive's employment on account of death, written Notice of
Termination shall be deemed to have been provided on the date of death.

6. Compensation Upon Termination of Employment By the Company for
Cause or By Executive without Good Reason.

In the event the Company terminates Executive's employment for Cause or
Executive terminates his employment without Good Reason, the Company shall
pay Executive any unpaid Annual Base Salary at the rate then in effect
accrued through and including the date of termination. In addition, in such
event, Executive shall be entitled (i) to receive any earned but unpaid
incentive compensation or bonuses and (ii) to exercise any options which have
vested and are exercisable in accordance with the terms of the applicable
option grant agreement or plan.

<PAGE>

Except for any rights which Executive may have to unpaid salary amounts
through and including the date of termination, earned but unpaid incentive
compensation or bonuses and vested options, the Company shall have no further
obligations hereunder following such termination. The aforesaid amounts
shall be payable in full immediately upon such termination.

7. Compensation Upon Termination of Employment Upon Death or Disability.

<PAGE>

termination or monthly over the Unexpired Employment Period (the "Payment
Election"). In the event of termination of employment due to Disability,
Executive shall also receive continuation of health coverage through the end
of the Unexpired Employment Period on the same basis as health coverage is
provided by the Company for active employees and as may be amended from time
to time ("Medical Continuation").

In addition, all (A) incentive compensation payments or programs of any
nature whether stock based or otherwise that are subject to a vesting
schedule including, without limitation, restricted stock, phantom stock,
units and any loan forgiveness arrangements granted to Executive ("Incentive
Compensation") shall immediately vest as of the date of such termination
("Vested Incentive Compensation") and (B) options granted to Executive shall
immediately vest as of the date of such termination (the "Vested Options")
and Executive shall be entitled at the option of Executive, his estate or his
personal representative, within one (1) year of the date of such termination,
to exercise any options which have vested (including, without limitation, by
acceleration in accordance with the terms of this Agreement, the applicable
option grant agreement or plan) and are exercisable in accordance with the
terms of the applicable option grant agreement or plan and/or any other
methods or procedures for exercise applicable to optionees or to require the
Company (upon written notice delivered within one hundred eighty (180) days
following the date of Executive's termination) to repurchase all or any
portion of Executive's vested options to purchase shares of Common Stock at a
price equal to the difference between the Repurchase Fair Market Value (as
hereinafter defined) of the shares of Common Stock for which the options to
be repurchased are

<PAGE>

exercisable and the exercise price of such options as of the date of
Executive's termination of employment (the "Vested Option Exercise
Election"). In the event of a conflict between any option grant agreement or
plan and this Agreement, the terms of this Agreement shall control.

For purposes of this Agreement, "Repurchase Fair Market Value" shall mean the
average of the closing price on the New York Stock Exchange (or such other
exchange on which the Common Stock is primarily traded) of the Common Stock
on each of the trading days within the thirty (30) days immediately preceding
the date of termination of Executive's employment.

8. Compensation Upon Termination of Employment By the Company Without
Cause or By Executive for Good Reason.

<PAGE>

Pro-Rata Portion of Other Compensation. The aforesaid amount shall be
payable in cash without discount for early payment, at the option of
Executive, either in full immediately upon such termination or monthly over
the Unexpired Employment Period.

9. Change in Control.

(a) Options. Any Incentive Compensation and options granted to
Executive that have not vested as of the date of a Change in Control shall
immediately

<PAGE>

vest upon the date of the Change in Control. Neither the occurrence of a
Change in Control, nor the vesting in any options as a result thereof shall
require Executive to exercise any options. In the event of a conflict
between any Incentive Compensation grant agreement or program or any option
grant agreement or plan and this Agreement, the terms of this Agreement shall
control.

(b) Upon Termination. In the event Executive terminates his employment
on or following a Change in Control as set forth in sub-paragraph 5(a)(vii),
the Company shall pay to Executive and Executive shall be entitled to all the
payments and rights Executive would have had if Executive had terminated his
employment with Good Reason as set forth in Paragraph 8.

The aforesaid amount shall be payable in accordance with Executive's
Payment Election.

<PAGE>

Control. In the event that Executive makes such election and the Board
approves the same, this Agreement shall remain in full force and effect
except that (i) simultaneously with the receipt of the Retention Payment,
Executive shall waive any right to receive any additional payment as a direct
result of such Change in Control, and (ii) other than with respect to the
consummation of a subsequent transaction which constitutes a Change in
Control and is unrelated to the Change in Control with respect to which the
Retention Payment was paid, termination payments otherwise due subsequently
under this Agreement for any event requiring payment of termination payments
under this Agreement which occurs within the six (6) month period immediately
following the date of the Change In Control as to which the Retention Payment
was paid shall be reduced by the Retention Payment paid to Executive on the
date of the Change in Control.

Any cash payments owed to Executive pursuant to this sub-paragraph 9(c)
shall be paid to Executive in a single sum without discount for early payment
at the time of the Change in Control but prior to the consummation of the
transaction with any successor.

(d) Excise Tax Gross Up. In addition, if it is determined by an
independent accountant mutually acceptable to the Company and Executive that
as a result of any payment in the nature of compensation made by the Company
to (or for the benefit of) Executive pursuant to this Agreement or otherwise,
an excise tax may be imposed on Executive pursuant to Section 4999 of the
Code (or any successor provisions), the Company shall pay Executive in cash
an amount equal to X determined under the following formula: (the "Excise Tax
Gross Up"):

<PAGE>

E x P
X =
-------------------------------------
1-[(FI x (1-SLI)) + SLI + E + M]
where

E = the rate at which the excise tax is assessed under Section 4999
of the Code (or any successor provisions);

P = the amount with respect to which such excise tax is assessed,
determined without regard to the Excise Tax Gross Up;

FI = the highest effective marginal rate of income tax applicable to
Executive under the Code for the taxable year in question (taking
into account any phase-out or loss of deductions, personal
exemptions or other similar adjustments);

SLI = the sum of the highest effective marginal rates of income tax
applicable to Executive under all applicable state and local laws
for the taxable year in question (taking into account any phase-
out or loss of deductions, personal exemptions and other similar
adjustments); and

M = the highest marginal rate of Medicare tax applicable to Executive
under the Code for the taxable year in question.

With respect to any payment in the nature of compensation that is made to (or
for the benefit of) Executive under the terms of this Agreement or otherwise
and on which an excise tax under Section 4999 of the Code (or any successor
provisions) may be assessed, the payment determined under this sub-paragraph
9(d) shall be paid to Executive at the time of the Change in Control but
prior to the consummation of the transaction with any successor. It is the
intention of the parties that the Company provide Executive with a full tax
gross-up under the provisions of this Paragraph, so that on a net after-tax
basis, the result to Executive shall be the same as if the excise tax under
Section 4999 of the Code (or any successor provisions) had not been

<PAGE>

imposed. The Excise Tax Gross Up may be adjusted if alternative minimum tax
rules are applicable to Executive.

10. Mitigation / Effect on Employee Benefit Plans and Programs.

(b) Effect on Employee Benefit Programs. The termination of
Executive's employment hereunder, whether by the Company or Executive, shall
have no effect on the rights and obligations of the parties hereto under the
Company's (i) welfare benefit plans including, without limitation, Medical
Continuation as provided for herein and, health coverage thereafter but only
to the extent required by law, and on the same basis applicable to other
employees and (ii) 401(k) Plan but only to the extent required by law and
pursuant to the terms of the 401(k) Plan.

11. Confidential Information.

(a) Executive understands and acknowledges that during his
employment with the Company, he will be exposed to Confidential Information
(as

<PAGE>

(b) The term "Confidential Information" shall mean any information
not generally known in the relevant trade or industry or otherwise not
generally available to the public, which was obtained from the Company or its
predecessors or which was learned, discovered, developed, conceived,
originated or prepared during or as a result of the performance of any
services by Executive on behalf of the Company or its predecessors. For
purposes of this Paragraph 11, the Company shall be deemed to include any
entity which is controlled, directly or indirectly, by the Company and any
entity of which a majority of the economic interest is owned, directly or
indirectly, by the Company.

12. Return of Documents.

<PAGE>

Except for such items which are of a personal nature to Executive (e.g.,
daily business planner), all writings, records, and other documents and
things containing any Confidential Information shall be the exclusive
property of the Company, shall not be copied, summarized, extracted from, or
removed from the premises of the Company, except in pursuit of the business
of the Company and at the direction of the Company, and shall be delivered to
the Company, without retaining any copies, upon the termination of
Executive's employment or at any time as requested by the Company.

13. Noncompete.

Executive agrees that:

(a) During the Employment Period and, in the event (i) the Company
terminates Executive's employment for Cause, or (ii) Executive terminates his
employment without Good Reason, for a one (1) year period thereafter,
Executive shall not, directly or indirectly, within the continental United
States, engage in, or own, invest in, manage or control any venture or
enterprise primarily engaged in any office-service, flex, or office property
development, acquisition or management activities without regard to whether
or not such activities compete with the Company. Nothing herein shall
prohibit Executive from being a passive owner of not more than five percent
(5%) of the outstanding stock of any class of securities of a corporation or
other entity engaged in such business which is publicly traded, so long as he
has no active participation in the business of such corporation or other
entity. Moreover, the foregoing limitations shall not be deemed to restrict
or otherwise limit Executive from conducting real estate development,
acquisition or management activities with respect

<PAGE>

(b) If, at the time of enforcement of this Paragraph 13, a court
shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable, the parties agree that reasonable maximum duration, scope,
area or other restrictions may be substituted by such court for the stated
duration, scope, area or other restrictions and upon substitution by such
court, this Agreement shall be automatically modified without further action
by the parties hereto.

(c) For purposes of this Paragraph 13, the Company shall be deemed
to include any entity which is controlled, directly or indirectly, by the
Company and any entity of which a majority of the economic interest is owned,
directly or indirectly, by the Company.

14. Remedies.

The parties hereto agree that the Company would suffer irreparable harm
from a breach by Executive of any of the covenants or agreements contained in
Paragraphs 11, 12 or 13 of this Agreement. Therefore, in the event of the
actual or threatened breach by Executive of any of the provisions of
Paragraphs 11, 12 or 13 of this Agreement, the Company may, in addition and
supplementary to other rights and remedies existing in its favor, apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any
violation of the provisions thereof.

<PAGE>

15. Indemnification/Legal Fees.

<PAGE>

by-laws of the Company since it is intended that this Agreement shall expand
and extend the Executive's rights to receive indemnity.

(b) Legal Fees. If any contest or dispute shall arise between the
Company and Executive regarding or as a result of any provision of this
Agreement, the Company shall reimburse Executive for all legal fees and
expenses reasonably incurred by Executive in connection with such contest or
dispute, but only if Executive is successful in respect of substantially all
of Executive's claims pursued or defended in connection with such contest or
dispute. Such reimbursement shall be made as soon as practicable following
the resolution of such contest or dispute (whether or not appealed).

16. Successors and Assigns.

<PAGE>

date on which any such succession becomes effective shall be deemed the date
of termination. In the event of such a breach of this Agreement, the Notice
of Termination shall specify such date as the date of termination. As used
in this Agreement, "Company" shall mean the Company as hereinbefore defined
and any successor to all or substantially all of its business and/or its
assets as aforesaid which executes and delivers the agreement provided for in
this Paragraph 16 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law. Any cash payments owed to
Executive pursuant to this Paragraph 16 shall be paid to Executive in a
single sum without discount for early payment immediately prior to the
consummation of the transaction with such successor.

(b) This Agreement and all rights of Executive hereunder may be
transferred only by will or the laws of descent and distribution. Upon
Executive's death, this Agreement and all rights of Executive hereunder shall
inure to the benefit of and be enforceable by Executive's beneficiary or
beneficiaries, personal or legal representatives, or estate, to the extent
any such person succeeds to Executive's interests under this Agreement.
Executive shall be entitled to select and change a beneficiary or
beneficiaries to receive any benefit or compensation payable hereunder
following Executive's death by giving Company written notice thereof. If
Executive should die following the date of termination while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to such person or persons so appointed in writing
by Executive, including, without limitation, under any applicable plan, or
otherwise to his legal representatives or estate.

<PAGE>

17. Timing of and No Duplication of Payments.

All payments payable to Executive pursuant to this Agreement shall be
paid as soon as practicable after such amounts have become fully vested and
determinable. In addition, Executive shall not be entitled to receive
duplicate payments under any of the provisions of this Agreement.

18. Modification or Waiver.

<PAGE>

19. Notices.

All notices or other communications required or permitted hereunder shall be
made in writing and shall be deemed to have been duly given if delivered by
hand or delivered by a recognized delivery service or mailed, postage
prepaid, by express, certified or registered mail, return receipt requested,
and addressed to the Company or Executive, as applicable, at the address set
forth above (or to such other address as shall have been previously provided
in accordance with this Paragraph 19).

20. Governing Law.

This agreement will be governed by and construed in accordance with the
laws of the State of New Jersey except as to Paragraph 15(a), without regard
to principles of conflicts of laws thereunder.

21. Severability.

Whenever possible, each provision and term of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or term of this Agreement shall be held to be prohibited
by or invalid under such applicable law, then, subject to the provisions of
sub-paragraph 13(b) above, such provision or term shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating or
affecting in any manner whatsoever the remainder of such provisions or term
or the remaining provisions or terms of this Agreement.

<PAGE>

22. Legal Representation.

Each of the Company and Executive have been represented by counsel with
respect to this Agreement.

23. Counterparts.

This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and both of which taken together shall constitute
one and the same agreement.

24. Headings.

The headings of the Paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof and
shall not affect the construction or interpretation of this Agreement.

25. Entire Agreement.

26. Survival of Agreements.

The covenants made in Paragraphs 5 through 15 and 21 each shall survive
the termination of this Agreement.

<PAGE>

In Witness Whereof, the undersigned have executed this Agreement as of the
date first above written.

MACK-CALI REALTY CORPORATION

By: __________________________________
Name:
Title:

_________________________________
Brant Cali

<PAGE>

SCHEDULE A

Those properties described in the Prospectus of Cali Realty Corporation for
the sale of 10,500,000 Shares dated August 24, 1994, in the section entitled
"Business and Properties -- Excluded Properties".

<PAGE>

Exhibit 10.114

===============================================================================

EMPLOYMENT AGREEMENT

FOR

JOHN R. CALI

================================================================================

<PAGE>

TABLE OF CONTENTS

PAGE

1. EMPLOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. EMPLOYMENT PERIOD.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. SERVICES / PLACE OF EMPLOYMENT. . . . . . . . . . . . . . . . . . . . . . 3
4. COMPENSATION AND BENEFITS.. . . . . . . . . . . . . . . . . . . . . . . . 4
5. TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL.. . . . . . . . . . . . . 6
6. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY FOR
CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON. . . . . . . . . . . . . . . . 9
7. COMPENSATION UPON TERMINATION OF EMPLOYMENT UPON DEATH OR
DISABILITY.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
8. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY
WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON. . . . . . . . . . . . . .12
9. CHANGE IN CONTROL.. . . . . . . . . . . . . . . . . . . . . . . . . . . .13
10. MITIGATION / EFFECT ON EMPLOYEE BENEFIT PLANS AND PROGRAMS.. . . . . . .17
11. CONFIDENTIAL INFORMATION.. . . . . . . . . . . . . . . . . . . . . . . .17
12. RETURN OF DOCUMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .18
13. NONCOMPETE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
14. REMEDIES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
15. INDEMNIFICATION/LEGAL FEES.. . . . . . . . . . . . . . . . . . . . . . .21
16. SUCCESSORS AND ASSIGNS.. . . . . . . . . . . . . . . . . . . . . . . . .22
17. TIMING OF AND NO DUPLICATION OF PAYMENTS.. . . . . . . . . . . . . . . .24
18. MODIFICATION OR WAIVER.. . . . . . . . . . . . . . . . . . . . . . . . .24
19. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
20. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
21. SEVERABILITY.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
22. LEGAL REPRESENTATION.. . . . . . . . . . . . . . . . . . . . . . . . . .26
23. COUNTERPARTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
24. HEADINGS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
25. ENTIRE AGREEMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . .26
26. SURVIVAL OF AGREEMENTS.. . . . . . . . . . . . . . . . . . . . . . . . .26

<PAGE>

JOHN R. CALI

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of December
, 1997, by and between John R. Cali, an individual residing at 203 Laurel
Hill Road, Mountain Lakes, New Jersey 07046 ("Executive"), and Mack-Cali Realty
Corporation, a Maryland corporation with offices at 11 Commerce Drive, Cranford,
New Jersey 07016 (the "Company").

RECITALS

WHEREAS, Executive held the position of Chief Administrative Officer of the
Company pursuant to his prior employment agreement dated as of January 21, 1997
(the "Prior Agreement") and prior thereto and, through such service, has
acquired special and unique knowledge, abilities and expertise;

WHEREAS, in connection with the combination of Cali Realty Corporation with
the Mack Companies (the "Mack Combination") the Prior Agreement is canceled
effective as of the closing of the Mack Combination; and

WHEREAS, the Company desires to employ Executive as Executive Vice
President, and Executive desires to be employed by the Company as Executive Vice
President, pursuant to the terms of the Agreement.

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

<PAGE>

1. Employment.

The Company hereby agrees to employ Executive, and Executive hereby agrees
to accept such employment during the period and upon the terms and conditions
set forth in this Agreement.

2. Employment Period.

2
<PAGE>

of Executive's employment following the expiration of the Employment Period upon
such terms and conditions as the Board of Directors of the Company (the "Board")
and Executive may mutually agree.

3. Services / Place of Employment.

(a) SERVICES. During the Employment Period, Executive shall hold the
position of Executive Vice President of the Company. Executive shall devote his
best efforts and substantially all of his business time, skill and attention to
the business of the Company (other than absences due to vacation, illness,
disability or approved leave of absence), and shall perform such duties as are
customarily performed by similar executive officers and as may be more
specifically enumerated from time to time by the Chief Executive Officer and
President; PROVIDED, HOWEVER, that the foregoing is not intended to (a) preclude
Executive from (i) owning and managing personal investments, including real
estate investments, subject to the restrictions set forth in Paragraph 13 hereof
or (ii) engaging in charitable activities and community affairs, or (b) restrict
or otherwise limit Executive from conducting real estate development,
acquisition or management activities with respect to those properties described
in Schedule A, attached hereto, (the "Excluded Properties"), provided that the
performance of the

3
<PAGE>

activities referred to in clauses (a) and (b) does not prevent Executive from
devoting substantially all of his business time to the Company.

(b) PLACE OF EMPLOYMENT. The principal place of employment of Executive
shall be at the Company's principal executive offices in Cranford, New Jersey.

4. Compensation and Benefits.

(a) SALARY. During the Employment Period, the Company shall pay
Executive a minimum annual base salary in the amount of $325,000 (the "Annual
Base Salary") payable in accordance with the Company's regular payroll
practices. Executive's Annual Base Salary shall be reviewed annually in
accordance with the policy of the Company from time to time and may be subject
to upward adjustment based upon, among other things, Executive's performance, as
determined in the sole discretion of the Chief Executive Officer and the
President. In no event shall Executive's Annual Base Salary in effect at a
particular time be reduced without his prior written consent.

(b) INCENTIVE COMPENSATION/BONUSES. In addition, Executive shall be
eligible for incentive compensation payable each year in such amounts as may be
determined by the Option and Executive Compensation Committee of the Board (the
"Compensation Committee") based upon, among other factors, growth in Funds from
Operations per Common Share (as hereinafter defined) for the year. Executive
shall be entitled to receive such bonuses and options to purchase shares of
common stock, par value $0.01 per share, of the Company (the "Common Stock") as
the Board or the

4
<PAGE>

Compensation Committee as the case may be shall approve, in its sole discretion,
including, without limitation, options and bonuses contingent upon Executive's
performance and the achievement of specified financial and operating objectives
for Funds from Operations per Common Share. For purposes of this Agreement,
"Funds from Operations per Common Share" for any period shall mean (i) net
income (loss) before minority interest of unit holders, computed in accordance
with generally accepted accounting principles ("GAAP"), excluding gains (or
losses) from debt restructuring and sale of property, plus real estate return,
depreciation and amortization as calculated in accordance with the National
Association of Real Estate Investment Trusts definition published in March 1995,
as amended from time to time, and as applied in accordance with the accounting
practices and policies of the Company in effect from time to time on a
consistent basis to the entire Employment Period, divided by (ii) the sum of (A)
the primary weighted average number of outstanding shares of Common Stock as it
appears in the Company's financial statement for the applicable period and (B)
the primary weighted average number of outstanding common limited partnership
units ("Common OP Units") of Mack-Cali Realty, L.P., a Delaware limited
partnership (the "Partnership") of which the Company is the sole general
partner, for the applicable period. All classes of preferred stock which are
convertible into Common Stock and all classes of preferred or other units which
are convertible into Common OP Units shall be treated as if they have been
converted into Common Stock or Common OP Units and shall be included in the
denominator, irrespective of any waiting period which must elapse prior to
conversion.

5
<PAGE>

(c) TAXES AND WITHHOLDING. The Company shall have the right to
deduct and withhold from all compensation all social security and other federal,
state and local taxes and charges which currently are or which hereafter may be
required by law to be so deducted and withheld.

(d) ADDITIONAL BENEFITS. In addition to the compensation specified
above and other benefits provided pursuant to this Paragraph 4, Executive shall
be entitled to the following benefits:

(i) participation in the Employee Stock Option Plan of Cali Realty
Corporation, the Cali Realty Corporation 401(k) Savings and
Retirement Plan (subject to statutory rules and maximum
contributions and non-discrimination requirements applicable to
401(k) plans) and such other benefit plans and programs ,
including but not limited to restricted stock, phantom stock
and/or unit awards, loan programs and any other incentive
compensation plans or programs (whether or not employee benefit
plans or programs), as maintained by the Company from time to
time and made generally available to executives of the Company
with such participation to be consistent with reasonable Company
guidelines;

(ii) participation in any health insurance, disability insurance, paid
vacation, group life insurance or other welfare benefit program
made generally available to executives of the Company; and

5. Termination of Employment and Change in Control.

(a) Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:

(i) CAUSE. The Company shall have the right to terminate Executive's
employment for Cause upon Executive's: (A) willful and continued

6
<PAGE>

failure to use best efforts to substantially perform his duties
hereunder (other than any such failure resulting from Executive's
incapacity due to physical or mental illness) for a period of
thirty (30) days after written demand for substantial performance
is delivered by the Company specifically identifying the manner
in which the Company believes Executive has not substantially
performed his duties; (B) willful misconduct and/or willful
violation of Paragraph 11 hereof, which is materially
economically injurious to the Company and the Partnership taken
as a whole; (C) the willful violation of the provisions of
Paragraph 13 hereof; or (D) conviction of, or plea of guilty to a
felony. For purposes of this sub-paragraph 5(a), no act, or
failure to act, on Executive's part shall be considered "willful"
unless done, or omitted to be done, by him (I) not in good faith
and (II) without reasonable belief that his action or omission
was in furtherance of the interests of the Company.

(ii) DEATH. Executive's employment hereunder shall terminate upon his
death.

(iii) DISABILITY. The Company shall have the right to terminate
Executive's employment due to "Disability" in the event that
there is a determination by the Company, upon the advice of an
independent qualified physician, reasonably acceptable to
Executive, that Executive has become physically or mentally
incapable of performing his duties under this Agreement and such
disability has disabled Executive for a cumulative period of one
hundred eighty (180) days within a twelve (12) month period.

(iv) GOOD REASON. Executive shall have the right to terminate his
employment for "Good Reason": (A) upon the occurrence of any
material breach of this Agreement by the Company which shall
include but not be limited to; an assignment to Executive of
duties materially and adversely inconsistent with Executive's
status as Executive Vice President or a material or adverse
alteration in the nature of or diminution in Executive's duties
and/or responsibilities, reporting obligations, titles or
authority; (B) upon a reduction in Executive's Annual Base Salary
or a material reduction in other benefits (except for bonuses or
similar discretionary payments) as in effect at the time in
question, a failure to pay such amounts when due or any other
failure by the Company to comply with Paragraph 4 hereof; (C)
within six (6) months following the date a Notice of Non-Renewal
is issued by the Company pursuant to Paragraph 2 hereof; (D) on
or within six (6) months following a Change in Control (as
hereinafter defined) in accordance with the provisions set forth
in sub-paragraph 5(a)(vii) hereof; (E) any purported

7
<PAGE>

termination of Executive's employment for Cause which is not
effected pursuant to the procedures of sub-paragraph 5(a)(i) (and
for purposes of this Agreement, in the event of such failure to
comply, no such purported termination shall be effective); or (F)
upon the relocation of the Company's principal executive offices
or Executive's own office location to a location more than thirty
(30) miles away from Cranford, New Jersey.

(v) WITHOUT CAUSE. The Company shall have the right to terminate the
Executive's employment hereunder without Cause subject to the
terms and conditions of this Agreement.

(vi) WITHOUT GOOD REASON. The Executive shall have the right to
terminate his employment hereunder without Good Reason subject to
the terms and conditions of this Agreement.

(vii) CHANGE IN CONTROL. Executive shall have the right to terminate
his employment hereunder on or within six (6) months following a
Change in Control. Such termination shall be deemed a
termination for Good Reason hereunder. For purposes of this
Agreement "Change in Control" shall mean that any of the
following events has occurred: (A) any "person" or "group" of
persons, as such terms are used in Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
other than any employee benefit plan sponsored by the Company,
becomes the "beneficial owner", as such term is used in Section
13 of the Exchange Act, (irrespective of any vesting or waiting
periods) of (I) Common Stock or any class of stock convertible
into Common Stock and/or (II) Common OP Units or preferred units
or any other class of units convertible into Common OP Units, in
an amount equal to twenty (20%) percent or more of the sum total
of the Common Stock and the Common OP Units (treating all classes
of outstanding stock, units or other securities convertible into
stock units as if they were converted into Common Stock or Common
OP Units as the case may be and then treating Common Stock and
Common OP Units as if they were a single class) issued and
outstanding immediately prior to such acquisition as if they were
a single class and disregarding any equity raise in connection
with the financing of such transaction; (B) any Common Stock is
purchased pursuant to a tender or exchange offer other than an
offer by the Company; (C) the dissolution or liquidation of the
Company or the consummation of any merger or consolidation of the
Company or any sale or other disposition of all or substantially
all of its assets, if the shareholders of the Company and
unitholders of the Partnership taken as a whole and considered as
one class

8
<PAGE>

(b) NOTICE OF TERMINATION. Any termination of Executive's employment
by the Company or any such termination by Executive (other than on account of
death) shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated. In the event of the termination of Executive's
employment on account of death, written Notice of Termination shall be deemed to
have been provided on the date of death.

6. Compensation Upon Termination of Employment By the Company for Cause
or By Executive without Good Reason.

9
<PAGE>

Except for any rights which Executive may have to unpaid salary amounts through
and including the date of termination, earned but unpaid incentive compensation
or bonuses and vested options, the Company shall have no further obligations
hereunder following such termination. The aforesaid amounts shall be payable in
full immediately upon such termination.

7. Compensation Upon Termination of Employment Upon Death or Disability.

In the event of termination of Executive's employment as a result of either
Executive's death or Disability, the Company shall pay to Executive, his estate
or his personal representative (i) the unpaid Annual Base Salary at the rate
then in effect through the end of the Unexpired Employment Period (the "Annual
Base Salary Payment"); (ii) a pro-rata portion, based upon the number of days in
the period beginning with the date of the termination of Executive's employment
due to death or Disability and ending with the last day of the Unexpired
Employment Period, of the cash equivalent of the average annual amount of all
other compensation based on the average of the last two (2) calendar years
immediately preceding the year in which Executive's termination of employment
occurs including, without limitation, incentive compensation payments, bonuses
and stock based compensation (E.G., stock options, restricted stock awards,
etc.) paid, granted or accreted to Executive during such years (the "Pro-Rata
Portion of Other Compensation") and (iii) reimbursement of expenses incurred
prior to date of termination ("Expense Reimbursement"). The aforesaid amounts
shall be payable in cash without discount for early payment, at the option of
Executive, his estate or his personal representative, either in full immediately
upon such

10
<PAGE>

termination or monthly over the Unexpired Employment Period (the "Payment
Election"). In the event of termination of employment due to Disability,
Executive shall also receive continuation of health coverage through the end of
the Unexpired Employment Period on the same basis as health coverage is provided
by the Company for active employees and as may be amended from time to time
("Medical Continuation").

In addition, all (A) incentive compensation payments or programs of any
nature whether stock based or otherwise that are subject to a vesting schedule
including, without limitation, restricted stock, phantom stock, units and any
loan forgiveness arrangements granted to Executive ("Incentive Compensation")
shall immediately vest as of the date of such termination ("Vested Incentive
Compensation") and (B) options granted to Executive shall immediately vest as of
the date of such termination (the "Vested Options") and Executive shall be
entitled at the option of Executive, his estate or his personal representative,
within one (1) year of the date of such termination, to exercise any options
which have vested (including, without limitation, by acceleration in accordance
with the terms of this Agreement, the applicable option grant agreement or plan)
and are exercisable in accordance with the terms of the applicable option grant
agreement or plan and/or any other methods or procedures for exercise applicable
to optionees or to require the Company (upon written notice delivered within one
hundred eighty (180) days following the date of Executive's termination) to
repurchase all or any portion of Executive's vested options to purchase shares
of Common Stock at a price equal to the difference between the Repurchase Fair
Market Value (as hereinafter defined) of the shares of Common Stock for which
the options to be repurchased

11
<PAGE>

are exercisable and the exercise price of such options as of the date of
Executive's termination of employment (the "Vested Option Exercise Election").
In the event of a conflict between any option grant agreement or plan and this
Agreement, the terms of this Agreement shall control.

For purposes of this Agreement, "Repurchase Fair Market Value" shall mean the
average of the closing price on the New York Stock Exchange (or such other
exchange on which the Common Stock is primarily traded) of the Common Stock on
each of the trading days within the thirty (30) days immediately preceding the
date of termination of Executive's employment.

8. Compensation Upon Termination of Employment By the Company Without
Cause or By Executive for Good Reason.

12
<PAGE>

Pro-Rata Portion of Other Compensation. The aforesaid amount shall be payable
in cash without discount for early payment, at the option of Executive, either
in full immediately upon such termination or monthly over the Unexpired
Employment Period.

In addition, the Executive shall be entitled to receive Vested Incentive
Compensation, Vested Options exercisable pursuant to the Vested Option Exercise
Election, Medical Continuation, and Expense Reimbursement. Executive
understands that any options exercised more than ninety (90) days following the
date of his termination of employment which were granted as incentive stock
options shall automatically be converted into non-qualified options.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options, Medical Continuation and Expense Reimbursement and
either the Fixed Amount or in lieu thereof to the Annual Base Salary Payment,
and the Pro-Rata Portion of Other Compensation (as defined in Paragraph 7), the
Company shall have no further obligations hereunder following such termination.
The parties both agree that the agreement to make these payments was
consideration and an inducement to obtain Executive's consent to enter into this
Agreement. The payments are not a penalty and neither party will claim them to
be a penalty. Rather, the payments represent a fair approximation of reasonable
amounts due to Executive for the Employment Period.

9. Change in Control.

(a) OPTIONS. Any Incentive Compensation and options granted to
Executive that have not vested as of the date of a Change in Control shall
immediately

13
<PAGE>

vest upon the date of the Change in Control. Neither the occurrence of a Change
in Control, nor the vesting in any options as a result thereof shall require
Executive to exercise any options. In the event of a conflict between any
Incentive Compensation grant agreement or program or any option grant agreement
or plan and this Agreement, the terms of this Agreement shall control.

(b) UPON TERMINATION. In the event Executive terminates his
employment on or following a Change in Control as set forth in sub-paragraph
5(a)(vii), the Company shall pay to Executive and Executive shall be entitled to
all the payments and rights Executive would have had if Executive had terminated
his employment with Good Reason as set forth in Paragraph 8.

The aforesaid amount shall be payable in accordance with Executive's
Payment Election.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options (including, without limitation, by acceleration in
accordance with sub-paragraph 9(a)), Medical Continuation, Expense Reimbursement
and the Excise Tax Gross Up set forth in subparagraph 9(d), and either the
Fixed Amount or in lieu thereof to the Annual Base Salary Payment, and the
Pro-Rata Portion of Other Compensation (as defined in Paragraph 7), the Company
shall have no further obligations hereunder following such termination.

14
<PAGE>

Control. In the event that Executive makes such election and the Board approves
the same, this Agreement shall remain in full force and effect except that (i)
simultaneously with the receipt of the Retention Payment, Executive shall waive
any right to receive any additional payment as a direct result of such Change in
Control, and (ii) other than with respect to the consummation of a subsequent
transaction which constitutes a Change in Control and is unrelated to the Change
in Control with respect to which the Retention Payment was paid, termination
payments otherwise due subsequently under this Agreement for any event requiring
payment of termination payments under this Agreement which occurs within the six
(6) month period immediately following the date of the Change In Control as to
which the Retention Payment was paid shall be reduced by the Retention Payment
paid to Executive on the date of the Change in Control.

Any cash payments owed to Executive pursuant to this sub-paragraph
9(c) shall be paid to Executive in a single sum without discount for early
payment at the time of the Change in Control but prior to the consummation of
the transaction with any successor.

(d) EXCISE TAX GROSS UP. In addition, if it is determined by an
independent accountant mutually acceptable to the Company and Executive that as
a result of any payment in the nature of compensation made by the Company to (or
for the benefit of) Executive pursuant to this Agreement or otherwise, an excise
tax may be imposed on Executive pursuant to Section 4999 of the Code (or any
successor provisions), the Company shall pay Executive in cash an amount equal
to X determined under the following formula: (the "Excise Tax Gross Up"):

15
<PAGE>

E x P
X =____________________________________
1-[(FI x (1-SLI)) + SLI + E + M]
where

E = the rate at which the excise tax is assessed under Section 4999 of the
Code (or any successor provisions);

P = the amount with respect to which such excise tax is assessed,
determined without regard to the Excise Tax Gross Up;

FI = the highest effective marginal rate of income tax applicable to
Executive under the Code for the taxable year in question (taking into
account any phase-out or loss of deductions, personal exemptions or
other similar adjustments);

SLI = the sum of the highest effective marginal rates of income tax
applicable to Executive under all applicable state and local laws for
the taxable year in question (taking into account any phase-out or
loss of deductions, personal exemptions and other similar
adjustments); and

M = the highest marginal rate of Medicare tax applicable to Executive
under the Code for the taxable year in question.

16
<PAGE>

imposed. The Excise Tax Gross Up may be adjusted if alternative minimum tax
rules are applicable to Executive.

10. Mitigation / Effect on Employee Benefit Plans and Programs.

(a) MITIGATION. Executive shall not be required to mitigate amounts
payable under this Agreement by seeking other employment or otherwise, and there
shall be no offset against amounts due Executive under this Agreement on account
of subsequent employment. Amounts owed to Executive under this Agreement shall
not be offset by any claims the Company may have against Executive and such
payment shall not be affected by any other circumstances, including, without
limitation, any counterclaim, recoupment, defense, or other right which the
Company may have against Executive or others.

(b) EFFECT ON EMPLOYEE BENEFIT PROGRAMS. The termination of
Executive's employment hereunder, whether by the Company or Executive, shall
have no effect on the rights and obligations of the parties hereto under the
Company's (i) welfare benefit plans including, without limitation, Medical
Continuation as provided for herein and, health coverage thereafter but only to
the extent required by law, and on the same basis applicable to other employees
and (ii) 401(k) Plan but only to the extent required by law and pursuant to the
terms of the 401(k) Plan.

11. Confidential Information.

(a) Executive understands and acknowledges that during his employment
with the Company, he will be exposed to Confidential Information (as

17
<PAGE>

defined below), all of which is proprietary and which will rightfully belong to
the Company. Executive shall hold in a fiduciary capacity for the benefit of
the Company such Confidential Information obtained by Executive during his
employment with the Company and shall not, directly or indirectly, at any time,
either during or after his employment with the Company, without the Company's
prior written consent, use any of such Confidential Information or disclose any
of such Confidential Information to any individual or entity other than the
Company or its employees, attorneys, accountants, financial advisors,
consultants, or investment bankers except as required in the performance of his
duties for the Company or as otherwise required by law. Executive shall take
all reasonable steps to safeguard such Confidential Information and to protect
such Confidential Information against disclosure, misuse, loss or theft.

12. Return of Documents.

18
<PAGE>

Except for such items which are of a personal nature to Executive (E.G., daily
business planner), all writings, records, and other documents and things
containing any Confidential Information shall be the exclusive property of the
Company, shall not be copied, summarized, extracted from, or removed from the
premises of the Company, except in pursuit of the business of the Company and at
the direction of the Company, and shall be delivered to the Company, without
retaining any copies, upon the termination of Executive's employment or at any
time as requested by the Company.

13. Noncompete.

Executive agrees that:

19
<PAGE>

to the Excluded Properties, if any, provided that during the Employment Period
the performance of such activities does not prevent Executive from devoting
substantially all of his business time to the Company.

14. Remedies.

20
<PAGE>

15. Indemnification/Legal Fees.

(a) INDEMNIFICATION. In the event the Executive is made party or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of
Executive's employment with or serving as an officer or director of the Company,
whether or not the basis of such Proceeding is alleged action in an official
capacity, the Company shall indemnify, hold harmless and defend Executive to the
fullest extent authorized by Maryland law, as the same exists and may hereafter
be amended, against any and all claims, demands, suits, judgments, assessments
and settlements including all expenses incurred or suffered by Executive in
connection therewith (including, without limitation, all legal fees incurred
using counsel reasonably acceptable to Executive) and such indemnification shall
continue as to Executive even after Executive is no longer employed by the
Company and shall inure to the benefit of his heirs, executors, and
administrators. Expenses incurred by Executive in connection with any
Proceeding shall be paid by the Company in advance upon request of Executive
that the Company pay such expenses; but, only in the event that Executive shall
have delivered in writing to the Company an undertaking to reimburse the Company
for expenses with respect to which Executive is not entitled to indemnification.
The provisions of this Paragraph shall remain in effect after this Agreement is
terminated irrespective of the reasons for termination. The indemnification
provisions of this Paragraph shall not supersede or reduce any indemnification
provided to Executive under any separate agreement, or the

21
<PAGE>

by-laws of the Company since it is intended that this Agreement shall expand and
extend the Executive's rights to receive indemnity.

(b) LEGAL FEES. If any contest or dispute shall arise between the
Company and Executive regarding or as a result of any provision of this
Agreement, the Company shall reimburse Executive for all legal fees and expenses
reasonably incurred by Executive in connection with such contest or dispute, but
only if Executive is successful in respect of substantially all of Executive's
claims pursued or defended in connection with such contest or dispute. Such
reimbursement shall be made as soon as practicable following the resolution of
such contest or dispute (whether or not appealed).

16. Successors and Assigns.

22
<PAGE>

date on which any such succession becomes effective shall be deemed the date of
termination. In the event of such a breach of this Agreement, the Notice of
Termination shall specify such date as the date of termination. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to all or substantially all of its business and/or its assets as
aforesaid which executes and delivers the agreement provided for in this
Paragraph 16 or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law. Any cash payments owed to Executive
pursuant to this Paragraph 16 shall be paid to Executive in a single sum without
discount for early payment immediately prior to the consummation of the
transaction with such successor.

23
<PAGE>

17. Timing of and No Duplication of Payments.

18. Modification or Waiver.

No amendment, modification, waiver, termination or cancellation of this
Agreement shall be binding or effective for any purpose unless it is made in a
writing signed by the party against whom enforcement of such amendment,
modification, waiver, termination or cancellation is sought. No course of
dealing between or among the parties to this Agreement shall be deemed to affect
or to modify, amend or discharge any provision or term of this Agreement. No
delay on the part of the Company or Executive in the exercise of any of their
respective rights or remedies shall operate as a waiver thereof, and no single
or partial exercise by the Company or Executive of any such right or remedy
shall preclude other or further exercise thereof. A waiver of right or remedy
on any one occasion shall not be construed as a bar to or waiver of any such
right or remedy on any other occasion.

24
<PAGE>

19. Notices.

All notices or other communications required or permitted hereunder shall be
made in writing and shall be deemed to have been duly given if delivered by hand
or delivered by a recognized delivery service or mailed, postage prepaid, by
express, certified or registered mail, return receipt requested, and addressed
to the Company or Executive, as applicable, at the address set forth above (or
to such other address as shall have been previously provided in accordance with
this Paragraph 19).

20. Governing Law.

This agreement will be governed by and construed in accordance with the
laws of the State of New Jersey except as to Paragraph 15(a), without regard to
principles of conflicts of laws thereunder.

21. Severability.

25
<PAGE>

22. Legal Representation.

Each of the Company and Executive have been represented by counsel with
respect to this Agreement.

23. Counterparts.

This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and both of which taken together shall constitute one
and the same agreement.

24. Headings.

25. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof and supersedes all other prior agreements and
undertakings, both written and oral, among the parties with respect to the
subject matter hereof. The parties recognize that the Prior Agreement dated as
of January 21, 1997 has been canceled.

26. Survival of Agreements.

The covenants made in Paragraphs 5 through 15 and 21 each shall survive the
termination of this Agreement.

26
<PAGE>

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

MACK-CALI REALTY CORPORATION

By:
-----------------------------------------
Name:
Title:

-----------------------------------------
John R. Cali

27
<PAGE>

SCHEDULE A
----------

Those properties described in the Prospectus of Cali Realty Corporation for the
sale of 10,500,000 Shares dated August 24, 1994, in the section entitled
"Business and Properties -- Excluded Properties".

<PAGE>

Exhibit 10.115

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

FOR

ROGER W. THOMAS

<PAGE>

TABLE OF CONTENTS

PAGE
----
1. EMPLOYMENT.................................................... 4

2. EMPLOYMENT PERIOD............................................. 4

3. SERVICES / PLACE OF EMPLOYMENT................................ 5

4. COMPENSATION AND BENEFITS..................................... 6

5. TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL............... 8

6. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY
FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON................. 11

7. COMPENSATION UPON TERMINATION OF EMPLOYMENT UPON DEATH OR
DISABILITY.................................................... 12

8. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY
WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON................. 15

9. CHANGE IN CONTROL............................................. 16

10. MITIGATION / EFFECT ON EMPLOYEE BENEFIT PLANS AND PROGRAMS.... 19

11. CONFIDENTIAL INFORMATION...................................... 20

12. RETURN OF DOCUMENTS........................................... 21

13. NONCOMPETE.................................................... 21

14. REMEDIES...................................................... 23

15. INDEMNIFICATION/LEGAL FEES.................................... 23

16. SUCCESSORS AND ASSIGNS........................................ 24

17. TIMING OF AND NO DUPLICATION OF PAYMENTS...................... 26

18. MODIFICATION OR WAIVER........................................ 26

19. NOTICES....................................................... 27

20. GOVERNING LAW................................................. 27

21. SEVERABILITY.................................................. 27

22. LEGAL REPRESENTATION.......................................... 29

23. COUNTERPARTS.................................................. 29

24. HEADINGS...................................................... 29

25. ENTIRE AGREEMENT.............................................. 29

26. SURVIVAL OF AGREEMENTS........................................ 29

<PAGE>

ROGERT W. THOMAS

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
entered into as of December , 1997, by and between Roger W. Thomas, an
individual residing at #PHA, 30 West 90th Street, New York, New York 10024
("Executive"), and Mack-Cali Realty Corporation, a Maryland corporation with
offices at 11 Commerce Drive, Cranford, New Jersey 07016 (the "Company").

RECITALS

WHEREAS, Executive has served as Executive Vice President, General
Counsel and Assistant Secretary of the Company pursuant to his prior
employment agreement dated as of January 21, 1997 (the "Prior Agreement") and
prior thereto and, through such service, has acquired special and unique
knowledge, abilities and expertise;

WHEREAS, in connection with the combination of Cali Realty Corporation
with the Mack Companies (the "Mack Combination") the Prior Agreement is
hereby amended and restated in its entirety as of the closing of the Mack
Combination; and

WHEREAS, the Company desires to continue to employ Executive as Executive
Vice President, General Counsel and Assistant Secretary, and Executive
desires to continue to be employed by the Company as Executive Vice
President, General Counsel and Assistant Secretary, pursuant to the amended
and restated terms set forth herein.

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

<PAGE>

1. EMPLOYMENT.

The Company hereby agrees to employ Executive, and Executive hereby
agrees to accept such employment during the period and upon the terms and
conditions set forth in this Agreement.

2. EMPLOYMENT PERIOD.

(a) Except as otherwise provided in this Agreement to the contrary, the
terms and conditions of this Agreement shall be and remain in effect during
the period of employment (the "Employment Period") established under this
Paragraph 2. The initial Employment Period shall be for a term commencing on
the date of this Agreement and ending on the fifth anniversary of the date of
this Agreement provided, however, that commencing on the day after the date
of this Agreement and on each day thereafter, the Employment Period shall be
extended for one additional day so that a constant five (5) year Employment
Period shall be in effect, unless (i) the Company or Executive elects not to
extend the term of this Agreement by giving written notice to the other party
in accordance with Paragraph 19, in which case, subject to the provisions of
sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed
and shall end on the fifth anniversary of the date of such written notice
("Notice of Non-Renewal"), or (ii) Executive's employment terminates
hereunder.

(b) Notwithstanding anything contained herein to the contrary: (i)
Executive's employment with the Company may be terminated by the Company or
Executive during the Employment Period, subject to the terms and conditions
of this Agreement; and (ii) nothing in this Agreement shall mandate or
prohibit a continuation

<PAGE>

of Executive's employment following the expiration of the Employment Period
upon such terms and conditions as the Board of Directors of the Company (the
"Board") and Executive may mutually agree.

(c) If Executive's employment with the Company is terminated, for
purposes of this Agreement the term "Unexpired Employment Period" shall mean
the period commencing on the date of such termination and ending on the last
day of the Employment Period.

3. SERVICES / PLACE OF EMPLOYMENT.

(a) SERVICES. During the Employment Period, Executive shall hold the
positions of Executive Vice President, General Counsel and Assistant
Secretary of the Company. Executive shall devote his best efforts and
substantially all of his business time, skill and attention to the business
of the Company (other than absences due to vacation, illness, disability or
approved leave of absence), and shall perform such duties as are customarily
performed by similar executive officers and as may be more specifically
enumerated from time to time by the Chief Executive Officer and President;
PROVIDED, HOWEVER, that the foregoing is not intended to (a) preclude
Executive from (i) owning and managing personal investments, including real
estate investments, subject to the restrictions set forth in Paragraph 13
hereof or (ii) engaging in charitable activities and community affairs, or
(b) restrict or otherwise limit Executive from conducting real estate
development, acquisition or management activities with respect to those
properties described in Schedule A, attached hereto, (the "Excluded
Properties"), provided that the performance of the activities referred to in
clauses (a) and (b) does

<PAGE>

not prevent Executive from devoting substantially all of his business time to
the Company.

(b) PLACE OF EMPLOYMENT. The principal place of employment of Executive
shall be at the Company's principal executive offices in Cranford, New Jersey.

4. COMPENSATION AND BENEFITS.

(a) SALARY. During the Employment Period, the Company shall pay Executive
a minimum annual base salary in the amount of $300,000 (the "Annual Base
Salary") payable in accordance with the Company's regular payroll practices.
Executive's Annual Base Salary shall be reviewed annually in accordance with
the policy of the Company from time to time and may be subject to upward
adjustment based upon, among other things, Executive's performance, as
determined in the sole discretion of the Chief Executive Officer and the
President. In no event shall Executive's Annual Base Salary in effect at a
particular time be reduced without his prior written consent.

(b) INCENTIVE COMPENSATION/BONUSES. In addition, Executive shall be
eligible for incentive compensation payable each year in such amounts as may
be determined by the Option and Executive Compensation Committee of the Board
(the "Compensation Committee") based upon, among other factors, growth in
Funds from Operations per Common Share (as hereinafter defined) for the year.
Executive shall be entitled to receive such bonuses and options to purchase
shares of common stock, par value $0.01 per share, of the Company (the
"Common Stock") as the Board or the

<PAGE>

Compensation Committee as the case may be shall approve, in its sole
discretion, including, without limitation, options and bonuses contingent
upon Executive's performance and the achievement of specified financial and
operating objectives for Funds from Operations per Common Share. For purposes
of this Agreement, "Funds from Operations per Common Share" for any period
shall mean (i) net income (loss) before minority interest of unit holders,
computed in accordance with generally accepted accounting principles
("GAAP"), excluding gains (or losses) from debt restructuring and sale of
property, plus real estate return, depreciation and amortization as
calculated in accordance with the National Association of Real Estate
Investment Trusts definition published in March 1995, as amended from time to
time, and as applied in accordance with the accounting practices and policies
of the Company in effect from time to time on a consistent basis to the
entire Employment Period, divided by (ii) the sum of (A) the primary weighted
average number of outstanding shares of Common Stock as it appears in the
Company's financial statement for the applicable period and (B) the primary
weighted average number of outstanding common limited partnership units
("Common OP Units") of Mack-Cali Realty, L.P., a Delaware limited partnership
(the "Partnership") of which the Company is the sole general partner, for the
applicable period. All classes of preferred stock which are convertible into
Common Stock and all classes of preferred or other units which are
convertible into Common OP Units shall be treated as if they have been
converted into Common Stock or Common OP Units and shall be included in the
denominator, irrespective of any waiting period which must elapse prior to
conversion.

<PAGE>

(c) TAXES AND WITHHOLDING. The Company shall have the right to deduct and
withhold from all compensation all social security and other federal, state
and local taxes and charges which currently are or which hereafter may be
required by law to be so deducted and withheld.

(d) ADDITIONAL BENEFITS. In addition to the compensation specified above
and other benefits provided pursuant to this Paragraph 4, Executive shall be
entitled to the following benefits:

(i) participation in the Employee Stock Option Plan of Cali Realty
Corporation, the Cali Realty Corporation 401(k) Savings and Retirement
Plan (subject to statutory rules and maximum contributions and
non-discrimination requirements applicable to 401(k) plans) and such
other benefit plans and programs , including but not limited to
restricted stock, phantom stock and/or unit awards, loan programs and any
other incentive compensation plans or programs (whether or not employee
benefit plans or programs), as maintained by the Company from time to
time and made generally available to executives of the Company with such
participation to be consistent with reasonable Company guidelines;

(ii) participation in any health insurance, disability insurance,
paid vacation, group life insurance or other welfare benefit program made
generally available to executives of the Company; and

(iii) reimbursement for reasonable business expenses incurred by
Executive in furtherance of the interests of the Company including a
monthly allowance of twelve hundred ($1,200) which is intended to cover
the cost of local business-related travel expenses exclusive of amounts
paid to third-parties (e.g. taxi service).

5. TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL.

(a) Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:

(i) CAUSE. The Company shall have the right to terminate Executive's
employment for Cause upon Executive's: (A) willful and continued

<PAGE>

failure to use best efforts to substantially perform his duties hereunder
(other than any such failure resulting from Executive's incapacity due to
physical or mental illness) for a period of thirty (30) days after
written demand for substantial performance is delivered by the Company
specifically identifying the manner in which the Company believes
Executive has not substantially performed his duties; (B) willful
misconduct and/or willful violation of Paragraph 11 hereof, which is
materially economically injurious to the Company and the Partnership
taken as a whole; (C) the willful violation of the provisions of
Paragraph 13 hereof; or (D) conviction of, or plea of guilty to a felony.
For purposes of this sub-paragraph 5(a), no act, or failure to act, on
Executive's part shall be considered "willful" unless done, or omitted to
be done, by him (I) not in good faith and (II) without reasonable belief
that his action or omission was in furtherance of the interests of the
Company.

(ii) DEATH. Executive's employment hereunder shall terminate upon his
death.

(iii) DISABILITY. The Company shall have the right to terminate
Executive's employment due to "Disability" in the event that there is a
determination by the Company, upon the advice of an independent qualified
physician, reasonably acceptable to Executive, that Executive has become
physically or mentally incapable of performing his duties under this
Agreement and such disability has disabled Executive for a cumulative
period of one hundred eighty (180) days within a twelve (12) month
period.

(iv) GOOD REASON. Executive shall have the right to terminate his
employment for "Good Reason": (A) upon the occurrence of any material
breach of this Agreement by the Company which shall include but not be
limited to; an assignment to Executive of duties materially and adversely
inconsistent with Executive's status as Executive Vice President, General
Counsel or Assistant Secretary or a material or adverse alteration in the
nature of or diminution in Executive's duties and/or responsibilities,
reporting obligations, titles or authority; (B) upon a reduction in
Executive's Annual Base Salary or a material reduction in other benefits
(except for bonuses or similar discretionary payments) as in effect at
the time in question, a failure to pay such amounts when due or any other
failure by the Company to comply with Paragraph 4 hereof; (C) within six
(6) months following the date a Notice of Non-Renewal is issued by the
Company pursuant to Paragraph 2 hereof; (D) on or within six (6) months
following a Change in Control (as hereinafter defined) in accordance with
the provisions set forth in sub-

<PAGE>

paragraph 5(a)(vii) hereof; (E) any purported termination of Executive's
employment for Cause which is not effected pursuant to the procedures of
sub-paragraph 5(a)(i) (and for purposes of this Agreement, in the event
of such failure to comply, no such purported termination shall be
effective); or (F) upon the relocation of the Company's principal
executive offices or Executive's own office location to a location more
than thirty (30) miles away from Cranford, New Jersey.

(v) WITHOUT CAUSE. The Company shall have the right to terminate the
Executive's employment hereunder without Cause subject to the terms and
conditions of this Agreement.

(vi) WITHOUT GOOD REASON. The Executive shall have the right to
terminate his employment hereunder without Good Reason subject to the
terms and conditions of this Agreement.

(vii) CHANGE IN CONTROL. Executive shall have the right to terminate
his employment hereunder on or within six (6) months following a Change
in Control. Such termination shall be deemed a termination for Good
Reason hereunder. For purposes of this Agreement "Change in Control"
shall mean that any of the following events has occurred: (A) any
"person" or "group" of persons, as such terms are used in Sections 13 and
14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), other than any employee benefit plan sponsored by the Company,
becomes the "beneficial owner", as such term is used in Section 13 of the
Exchange Act, (irrespective of any vesting or waiting periods) of (I)
Common Stock or any class of stock convertible into Common Stock and/or
(II) Common OP Units or preferred units or any other class of units
convertible into Common OP Units, in an amount equal to twenty (20%)
percent or more of the sum total of the Common Stock and the Common OP
Units (treating all classes of outstanding stock, units or other
securities convertible into stock units as if they were converted into
Common Stock or Common OP Units as the case may be and then treating
Common Stock and Common OP Units as if they were a single class) issued
and outstanding immediately prior to such acquisition as if they were a
single class and disregarding any equity raise in connection with the
financing of such transaction; (B) any Common Stock is purchased pursuant
to a tender or exchange offer other than an offer by the Company; (C) the
dissolution or liquidation of the Company or the consummation of any
merger or consolidation of the Company or any sale or other disposition
of all or substantially all of its assets, if the shareholders of the
Company and unitholders

<PAGE>

of the Partnership taken as a whole and considered as one class
immediately before such transaction own, immediately after consummation
of such transaction, equity securities and partnership units possessing
less than fifty (50%) percent of the surviving or acquiring company and
partnership taken as a whole; or (D) a turnover, during any two (2) year
period, of the majority of the members of the Board, without the consent
of the remaining members of the Board as to the appointment of the new
Board members.

(b) NOTICE OF TERMINATION. Any termination of Executive's employment by
the Company or any such termination by Executive (other than on account of
death) shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this Agreement, a "Notice of Termination" shall
mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated. In the event of the termination
of Executive's employment on account of death, written Notice of Termination
shall be deemed to have been provided on the date of death.

6. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE
OR BY EXECUTIVE WITHOUT GOOD REASON.

In the event the Company terminates Executive's employment for Cause or
Executive terminates his employment without Good Reason, the Company shall
pay Executive any unpaid Annual Base Salary at the rate then in effect
accrued through and including the date of termination. In addition, in such
event, Executive shall be entitled (i) to receive any earned but unpaid
incentive compensation or bonuses and (ii) to

9
<PAGE>

exercise any options which have vested and are exercisable in accordance with
the terms of the applicable option grant agreement or plan.

7. COMPENSATION UPON TERMINATION OF EMPLOYMENT UPON DEATH OR DISABILITY.

<PAGE>

amounts shall be payable in cash without discount for early payment, at the
option of Executive, his estate or his personal representative, either in
full immediately upon such termination or monthly over the Unexpired
Employment Period (the "Payment Election"). In the event of termination of
employment due to Disability, Executive shall also receive continuation of
health coverage through the end of the Unexpired Employment Period on the
same basis as health coverage is provided by the Company for active employees
and as may be amended from time to time ("Medical Continuation").

<PAGE>

equal to the difference between the Repurchase Fair Market Value (as
hereinafter defined) of the shares of Common Stock for which the options to
be repurchased are exercisable and the exercise price of such options as of
the date of Executive's termination of employment (the "Vested Option
Exercise Election"). In the event of a conflict between any option grant
agreement or plan and this Agreement, the terms of this Agreement shall
control.

8. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT
CAUSE OR BY EXECUTIVE FOR GOOD REASON.

<PAGE>

adjustment from time to time by the Compensation Committee (the "Fixed
Amount") or (ii) the sum total of (A) the Annual Base Salary Payment and (B)
the Pro-Rata Portion of Other Compensation. The aforesaid amount shall be
payable in cash without discount for early payment, at the option of
Executive, either in full immediately upon such termination or monthly over
the Unexpired Employment Period.

In addition, the Executive shall be entitled to receive Vested Incentive
Compensation, Vested Options exercisable pursuant to the Vested Option
Exercise Election, Medical Continuation, and Expense Reimbursement. Executive
understands that any options exercised more than ninety (90) days following
the date of his termination of employment which were granted as incentive
stock options shall automatically be converted into non-qualified options.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options, Medical Continuation and Expense Reimbursement
and either the Fixed Amount or in lieu thereof to the Annual Base Salary
Payment, and the Pro-Rata Portion of Other Compensation (as defined in
Paragraph 7), the Company shall have no further obligations hereunder
following such termination. The parties both agree that the agreement to make
these payments was consideration and an inducement to obtain Executive's
consent to enter into this Agreement. The payments are not a penalty and
neither party will claim them to be a penalty. Rather, the payments represent
a fair approximation of reasonable amounts due to Executive for the
Employment Period.

<PAGE>

9. CHANGE IN CONTROL.

(a) OPTIONS. Any Incentive Compensation and options granted to Executive
that have not vested as of the date of a Change in Control shall immediately
vest upon the date of the Change in Control. Neither the occurrence of a
Change in Control, nor the vesting in any options as a result thereof shall
require Executive to exercise any options. In the event of a conflict between
any Incentive Compensation grant agreement or program or any option grant
agreement or plan and this Agreement, the terms of this Agreement shall
control.

(b) UPON TERMINATION. In the event Executive terminates his employment on
or following a Change in Control as set forth in sub-paragraph 5(a)(vii), the
Company shall pay to Executive and Executive shall be entitled to all the
payments and rights Executive would have had if Executive had terminated his
employment with Good Reason as set forth in Paragraph 8.

The aforesaid amount shall be payable in accordance with Executive's
Payment Election.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options (including, without limitation, by acceleration
in accordance with sub-paragraph 9(a)), Medical Continuation, Expense
Reimbursement and the Excise Tax Gross Up set forth in subparagraph 9(d), and
either the Fixed Amount or in lieu thereof to the Annual Base Salary Payment,
and the Pro-Rata Portion of Other Compensation (as defined in Paragraph 7),
the Company shall have no further obligations hereunder following such
termination.

<PAGE>

(c) RETENTION PAYMENT. Prior to the date of a Change in Control and
subject to the approval of the Board, Executive may make an election to
receive, as a retention payment, the payments and rights set forth
sub-paragraph 9(b) above (the "Retention Payment") and remain in the employ
of the successor after the Change in Control. In the event that Executive
makes such election and the Board approves the same, this Agreement shall
remain in full force and effect except that (i) simultaneously with the
receipt of the Retention Payment, Executive shall waive any right to receive
any additional payment as a direct result of such Change in Control, and (ii)
other than with respect to the consummation of a subsequent transaction which
constitutes a Change in Control and is unrelated to the Change in Control
with respect to which the Retention Payment was paid, termination payments
otherwise due subsequently under this Agreement for any event requiring
payment of termination payments under this Agreement which occurs within the
six (6) month period immediately following the date of the Change In Control
as to which the Retention Payment was paid shall be reduced by the Retention
Payment paid to Executive on the date of the Change in Control.

Any cash payments owed to Executive pursuant to this sub-paragraph 9(c)
shall be paid to Executive in a single sum without discount for early payment
at the time of the Change in Control but prior to the consummation of the
transaction with any successor.

<PAGE>

imposed on Executive pursuant to Section 4999 of the Code (or any successor
provisions), the Company shall pay Executive in cash an amount equal to X
determined under the following formula: (the "Excise Tax Gross Up"):

E x P
X = --------------------------------------------
1-[(FI x (1-SLI)) + SLI + E + M]

where

E = the rate at which the excise tax is assessed under Section 4999 of
the Code (or any successor provisions);

P = the amount with respect to which such excise tax is assessed,
determined without regard to the Excise Tax Gross Up;

FI = the highest effective marginal rate of income tax applicable to
Executive under the Code for the taxable year in question (taking
into account any phase-out or loss of deductions, personal
exemptions or other similar adjustments);

SLI = the sum of the highest effective marginal rates of income tax
applicable to Executive under all applicable state and local laws
for the taxable year in question (taking into account any
phase-out or loss of deductions, personal exemptions and other
similar adjustments); and

M = the highest marginal rate of Medicare tax applicable to Executive
under the Code for the taxable year in question.

<PAGE>

provide Executive with a full tax gross-up under the provisions of this
Paragraph, so that on a net after-tax basis, the result to Executive shall be
the same as if the excise tax under Section 4999 of the Code (or any
successor provisions) had not been imposed. The Excise Tax Gross Up may be
adjusted if alternative minimum tax rules are applicable to Executive.

10. MITIGATION / EFFECT ON EMPLOYEE BENEFIT PLANS AND PROGRAMS.

(a) MITIGATION. Executive shall not be required to mitigate amounts
payable under this Agreement by seeking other employment or otherwise, and
there shall be no offset against amounts due Executive under this Agreement
on account of subsequent employment. Amounts owed to Executive under this
Agreement shall not be offset by any claims the Company may have against
Executive and such payment shall not be affected by any other circumstances,
including, without limitation, any counterclaim, recoupment, defense, or
other right which the Company may have against Executive or others.

(b) EFFECT ON EMPLOYEE BENEFIT PROGRAMS. The termination of Executive's
employment hereunder, whether by the Company or Executive, shall have no effect
on the rights and obligations of the parties hereto under the Company's (i)
welfare benefit plans including, without limitation, Medical Continuation as
provided for herein and, health coverage thereafter but only to the extent
required by law, and on the same basis applicable to other employees and (ii)
401(k) Plan but only to the extent required by law and pursuant to the terms of
the 401(k) Plan.

<PAGE>

11. CONFIDENTIAL INFORMATION.

(a) Executive understands and acknowledges that during his employment
with the Company, he will be exposed to Confidential Information (as defined
below), all of which is proprietary and which will rightfully belong to the
Company. Executive shall hold in a fiduciary capacity for the benefit of the
Company such Confidential Information obtained by Executive during his
employment with the Company and shall not, directly or indirectly, at any
time, either during or after his employment with the Company, without the
Company's prior written consent, use any of such Confidential Information or
disclose any of such Confidential Information to any individual or entity
other than the Company or its employees, attorneys, accountants, financial
advisors, consultants, or investment bankers except as required in the
performance of his duties for the Company or as otherwise required by law.
Executive shall take all reasonable steps to safeguard such Confidential
Information and to protect such Confidential Information against disclosure,
misuse, loss or theft.

(b) The term "Confidential Information" shall mean any information not
generally known in the relevant trade or industry or otherwise not generally
available to the public, which was obtained from the Company or its
predecessors or which was learned, discovered, developed, conceived,
originated or prepared during or as a result of the performance of any
services by Executive on behalf of the Company or its predecessors. For
purposes of this Paragraph 11, the Company shall be deemed to include any
entity which is controlled, directly or indirectly, by the Company and any

<PAGE>

entity of which a majority of the economic interest is owned, directly or
indirectly, by the Company.

12. RETURN OF DOCUMENTS.

Except for such items which are of a personal nature to Executive (e.g.,
daily business planner), all writings, records, and other documents and
things containing any Confidential Information shall be the exclusive
property of the Company, shall not be copied, summarized, extracted from, or
removed from the premises of the Company, except in pursuit of the business
of the Company and at the direction of the Company, and shall be delivered to
the Company, without retaining any copies, upon the termination of
Executive's employment or at any time as requested by the Company.

13. NONCOMPETE.

Executive agrees that:

<PAGE>

engaged in such business which is publicly traded, so long as he has no
active participation in the business of such corporation or other entity.
Moreover, the foregoing limitations shall not be deemed to restrict or
otherwise limit Executive from conducting real estate development,
acquisition or management activities with respect to the Excluded Properties,
if any, provided that during the Employment Period the performance of such
activities does not prevent Executive from devoting substantially all of his
business time to the Company.

(b) If, at the time of enforcement of this Paragraph 13, a court shall
hold that the duration, scope, area or other restrictions stated herein are
unreasonable, the parties agree that reasonable maximum duration, scope, area
or other restrictions may be substituted by such court for the stated
duration, scope, area or other restrictions and upon substitution by such
court, this Agreement shall be automatically modified without further action
by the parties hereto.

(c) For purposes of this Paragraph 13, the Company shall be deemed to
include any entity which is controlled, directly or indirectly, by the
Company and any entity of which a majority of the economic interest is owned,
directly or indirectly, by the Company.

14. REMEDIES.

<PAGE>

Agreement, the Company may, in addition and supplementary to other rights and
remedies existing in its favor, apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violation of the provisions thereof.

15. INDEMNIFICATION/LEGAL FEES.

(a) INDEMNIFICATION. In the event the Executive is made party or
threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by reason
of Executive's employment with or serving as an officer or director of the
Company, whether or not the basis of such Proceeding is alleged action in an
official capacity, the Company shall indemnify, hold harmless and defend
Executive to the fullest extent authorized by Maryland law, as the same
exists and may hereafter be amended, against any and all claims, demands,
suits, judgments, assessments and settlements including all expenses incurred
or suffered by Executive in connection therewith (including, without
limitation, all legal fees incurred using counsel reasonably acceptable to
Executive) and such indemnification shall continue as to Executive even after
Executive is no longer employed by the Company and shall inure to the benefit
of his heirs, executors, and administrators. Expenses incurred by Executive
in connection with any Proceeding shall be paid by the Company in advance
upon request of Executive that the Company pay such expenses; but, only in
the event that Executive shall have delivered in writing to the Company an
undertaking to reimburse the Company for expenses with respect to which
Executive is not entitled to indemnification. The provisions of this
Paragraph

<PAGE>

shall remain in effect after this Agreement is terminated irrespective of the
reasons for termination. The indemnification provisions of this Paragraph
shall not supersede or reduce any indemnification provided to Executive under
any separate agreement, or the by-laws of the Company since it is intended
that this Agreement shall expand and extend the Executive's rights to receive
indemnity.

(b) LEGAL FEES. If any contest or dispute shall arise between the Company
and Executive regarding or as a result of any provision of this Agreement,
the Company shall reimburse Executive for all legal fees and expenses
reasonably incurred by Executive in connection with such contest or dispute,
but only if Executive is successful in respect of substantially all of
Executive's claims pursued or defended in connection with such contest or
dispute. Such reimbursement shall be made as soon as practicable following
the resolution of such contest or dispute (whether or not appealed).

16. SUCCESSORS AND ASSIGNS.

<PAGE>

same amount and on the same terms as he would be entitled to hereunder if
Executive terminated his employment hereunder within six (6) months of a
Change in Control as set forth in Paragraph 9, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the date of termination. In the event of such a
breach of this Agreement, the Notice of Termination shall specify such date
as the date of termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to all or substantially
all of its business and/or its assets as aforesaid which executes and
delivers the agreement provided for in this Paragraph 16 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation
of law. Any cash payments owed to Executive pursuant to this Paragraph 16
shall be paid to Executive in a single sum without discount for early payment
immediately prior to the consummation of the transaction with such successor.

(b) This Agreement and all rights of Executive hereunder may be
transferred only by will or the laws of descent and distribution. Upon
Executive's death, this Agreement and all rights of Executive hereunder shall
inure to the benefit of and be enforceable by Executive's beneficiary or
beneficiaries, personal or legal representatives, or estate, to the extent
any such person succeeds to Executive's interests under this Agreement.
Executive shall be entitled to select and change a beneficiary or
beneficiaries to receive any benefit or compensation payable hereunder
following Executive's death by giving Company written notice thereof. If
Executive should die following the date of termination while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided

<PAGE>

herein, shall be paid in accordance with the terms of this Agreement to such
person or persons so appointed in writing by Executive, including, without
limitation, under any applicable plan, or otherwise to his legal
representatives or estate.

<PAGE>

17. TIMING OF AND NO DUPLICATION OF PAYMENTS.

All payments payable to Executive pursuant to this Agreement shall be
paid as soon as practicable after such amounts have become fully vested and
determinable. In addition, Executive shall not be entitled to receive
duplicate payments under any of the provisions of this Agreement.

18. MODIFICATION OR WAIVER.

<PAGE>

19. NOTICES.

All notices or other communications required or permitted hereunder shall
be made in writing and shall be deemed to have been duly given if delivered
by hand or delivered by a recognized delivery service or mailed, postage
prepaid, by express, certified or registered mail, return receipt requested,
and addressed to the Company or Executive, as applicable, at the address set
forth above (or to such other address as shall have been previously provided
in accordance with this Paragraph 19).

20. GOVERNING LAW.

This agreement will be governed by and construed in accordance with the
laws of the State of New Jersey except as to Paragraph 15(a), without regard
to principles of conflicts of laws thereunder.

21. SEVERABILITY.

Whenever possible, each provision and term of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or term of this Agreement shall be held to be prohibited
by or invalid under such applicable law, then, subject to the provisions of
sub-paragraph 13(b) above, such provision or term shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating or
affecting in any manner whatsoever the remainder of such provisions or term
or the remaining provisions or terms of this Agreement.

<PAGE>

22. LEGAL REPRESENTATION.

Each of the Company and Executive have been represented by counsel with
respect to this Agreement.

23. COUNTERPARTS.

This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and both of which taken together shall constitute
one and the same agreement.

24. HEADINGS.

The headings of the Paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof and
shall not affect the construction or interpretation of this Agreement.

25. ENTIRE AGREEMENT.

26. SURVIVAL OF AGREEMENTS.

<PAGE>

The covenants made in Paragraphs 5 through 15 and 21 each shall survive
the termination of this Agreement.

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

MACK-CALI REALTY CORPORATION

By: --------------------------------------
Name:
Title:

--------------------------------------
Roger W. Thomas

<PAGE>

SCHEDULE A

61,342 square foot Shopping Center located at 267-71 Jericho Turnpike,
Syosset, New York.

<PAGE>

Exhibit 10.116

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

FOR

BARRY LEFKOWITZ

<PAGE>

TABLE OF CONTENTS

Page
----

1. Employment. 2
2. Employment Period. 2
3. Services / Place of Employment. 3
4. Compensation and Benefits. 4
5. Termination of Employment and Change in Control. 6
6. Compensation Upon Termination of Employment By the Company for
Cause or By Executive without Good Reason. 9
7. Compensation Upon Termination of Employment Upon Death or
Disability. 10
8. Compensation Upon Termination of Employment By the Company
Without Cause or By Executive for Good Reason. 12
9. Change in Control. 13
10. Mitigation / Effect on Employee Benefit Plans and Programs. 17
11. Confidential Information. 17
12. Return of Documents. 18
13. Noncompete. 19
14. Remedies. 20
15. Indemnification/Legal Fees. 21
16. Successors and Assigns. 22
17. Timing of and No Duplication of Payments. 24
18. Modification or Waiver. 24
19. Notices. 25
20. Governing Law. 25
21. Severability. 25
22. Legal Representation. 26
23. Counterparts. 26
24. Headings. 26
25. Entire Agreement. 26
26. Survival of Agreements. 26

<PAGE>

BARRY LEFKOWITZ

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the "Agreement") is entered
into as of December , 1997, by and between Barry Lefkowitz, an individual
residing at 4 Borden Place, Livingston, New Jersey 07039 ("Executive"), and
Mack-Cali Realty Corporation, a Maryland corporation with offices at 11 Commerce
Drive, Cranford, New Jersey 07016 (the "Company").

RECITALS

Whereas, Executive has served as Executive Vice President - Finance and
Chief Financial Officer of the Company pursuant to his prior employment
agreement dated as of January 21, 1997 (the "Prior Agreement") and prior thereto
and, through such service, has acquired special and unique knowledge, abilities
and expertise;

Whereas, in connection with the combination of Cali Realty Corporation with
the Mack Companies (the "Mack Combination") the Prior Agreement is hereby
amended and restated in its entirety as of the closing of the Mack Combination;
and

Whereas, the Company desires to continue to employ Executive as Executive
Vice President - Finance and Chief Financial Officer, and Executive desires to
continue to be employed by the Company as Executive Vice President - Finance and
Chief Financial Officer, pursuant to the amended and restated terms set forth
herein.

Now, Therefore, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:

<PAGE>

1. Employment.

The Company hereby agrees to employ Executive, and Executive hereby agrees
to accept such employment during the period and upon the terms and conditions
set forth in this Agreement.

2. Employment Period.

<PAGE>

continuation of Executive's employment following the expiration of the
Employment Period upon such terms and conditions as the Board of Directors of
the Company (the "Board") and Executive may mutually agree.

3. Services / Place of Employment.

(a) Services. During the Employment Period, Executive shall hold the
positions of Executive Vice President - Finance and Chief Financial Officer of
the Company. Executive shall devote his best efforts and substantially all of
his business time, skill and attention to the business of the Company (other
than absences due to vacation, illness, disability or approved leave of
absence), and shall perform such duties as are customarily performed by similar
executive officers and as may be more specifically enumerated from time to time
by the Chief Executive Officer and President; provided, however, that the
foregoing is not intended to (a) preclude Executive from (i) owning and managing
personal investments, including real estate investments, subject to the
restrictions set forth in Paragraph 13 hereof or (ii) engaging in charitable
activities and community affairs, or (b) restrict or otherwise limit Executive
from conducting real estate development, acquisition or management activities
with respect to those properties described in Schedule A, attached hereto, (the
"Excluded Properties"), provided that the performance of the activities referred

<PAGE>

to in clauses (a) and (b) does not prevent Executive from devoting substantially
all of his business time to the Company.

(b) Place of Employment. The principal place of employment of
Executive shall be at the Company's principal executive offices in Cranford, New
Jersey.

4. Compensation and Benefits.

(a) Salary. During the Employment Period, the Company shall pay
Executive a minimum annual base salary in the amount of $300,000 (the "Annual
Base Salary") payable in accordance with the Company's regular payroll
practices. Executive's Annual Base Salary shall be reviewed annually in
accordance with the policy of the Company from time to time and may be subject
to upward adjustment based upon, among other things, Executive's performance, as
determined in the sole discretion of the Chief Executive Officer and the
President. In no event shall Executive's Annual Base Salary in effect at a
particular time be reduced without his prior written consent.

(b) Incentive Compensation/Bonuses. In addition, Executive shall be
eligible for incentive compensation payable each year in such amounts as may be
determined by the Option and Executive Compensation Committee of the Board (the
"Compensation Committee") based upon, among other factors, growth in Funds from
Operations per Common Share (as hereinafter defined) for the year. Executive
shall be entitled to receive such bonuses and options to purchase shares of
common stock, par value $0.01 per share, of the Company (the "Common Stock") as

<PAGE>

the Board or the Compensation Committee as the case may be shall approve, in its
sole discretion, including, without limitation, options and bonuses contingent
upon Executive's performance and the achievement of specified financial and
operating objectives for Funds from Operations per Common Share. For purposes
of this Agreement, "Funds from Operations per Common Share" for any period shall
mean (i) net income (loss) before minority interest of unit holders, computed in
accordance with generally accepted accounting principles ("GAAP"), excluding
gains (or losses) from debt restructuring and sale of property, plus real estate
return, depreciation and amortization as calculated in accordance with the
National Association of Real Estate Investment Trusts definition published in
March 1995, as amended from time to time, and as applied in accordance with the
accounting practices and policies of the Company in effect from time to time on
a consistent basis to the entire Employment Period, divided by (ii) the sum of
(A) the primary weighted average number of outstanding shares of Common Stock as
it appears in the Company's financial statement for the applicable period and
(B) the primary weighted average number of outstanding common limited
partnership units ("Common OP Units") of Mack-Cali Realty, L.P., a Delaware
limited partnership (the "Partnership") of which the Company is the sole general
partner, for the applicable period. All classes of preferred stock which are
convertible into Common Stock and all classes of preferred or other units which
are convertible into Common OP Units shall be treated as if they have been
converted into Common Stock or Common OP Units and shall be included in the
denominator, irrespective of any waiting period which must elapse prior to
conversion.

5
<PAGE>

(c) Taxes and Withholding. The Company shall have the right to
deduct and withhold from all compensation all social security and other federal,
state and local taxes and charges which currently are or which hereafter may be
required by law to be so deducted and withheld.

(d) Additional Benefits. In addition to the compensation specified
above and other benefits provided pursuant to this Paragraph 4, Executive shall
be entitled to the following benefits:

(i) participation in the Employee Stock Option Plan of Cali Realty
Corporation, the Cali Realty Corporation 401(k) Savings and
Retirement Plan (subject to statutory rules and maximum
contributions and non-discrimination requirements applicable to
401(k) plans) and such other benefit plans and programs ,
including but not limited to restricted stock, phantom stock
and/or unit awards, loan programs and any other incentive
compensation plans or programs (whether or not employee benefit
plans or programs), as maintained by the Company from time to
time and made generally available to executives of the Company
with such participation to be consistent with reasonable Company
guidelines;

(ii) participation in any health insurance, disability insurance, paid
vacation, group life insurance or other welfare benefit program
made generally available to executives of the Company; and

5. Termination of Employment and Change in Control.

(a) Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:

(i) Cause. The Company shall have the right to terminate Executive's
employment for Cause upon Executive's: (A) willful and continued

<PAGE>

failure to use best efforts to substantially perform his duties
hereunder (other than any such failure resulting from Executive's
incapacity due to physical or mental illness) for a period of
thirty (30) days after written demand for substantial performance
is delivered by the Company specifically identifying the manner
in which the Company believes Executive has not substantially
performed his duties; (B) willful misconduct and/or willful
violation of Paragraph 11 hereof, which is materially
economically injurious to the Company and the Partnership taken
as a whole; (C) the willful violation of the provisions of
Paragraph 13 hereof; or (D) conviction of, or plea of guilty to a
felony. For purposes of this sub-paragraph 5(a), no act, or
failure to act, on Executive's part shall be considered "willful"
unless done, or omitted to be done, by him (I) not in good faith
and (II) without reasonable belief that his action or omission
was in furtherance of the interests of the Company.

(ii) Death. Executive's employment hereunder shall terminate upon his
death.

<PAGE>

5(a)(vii) hereof; (E) any purported termination of Executive's
employment for Cause which is not effected pursuant to the
procedures of sub-paragraph 5(a)(i) (and for purposes of this
Agreement, in the event of such failure to comply, no such
purported termination shall be effective); or (F) upon the
relocation of the Company's principal executive offices or
Executive's own office location to a location more than thirty
(30) miles away from Cranford, New Jersey.

(v) Without Cause. The Company shall have the right to terminate the
Executive's employment hereunder without Cause subject to the
terms and conditions of this Agreement.

(vi) Without Good Reason. The Executive shall have the right to
terminate his employment hereunder without Good Reason subject to
the terms and conditions of this Agreement.

<PAGE>

unitholders of the Partnership taken as a whole and considered as
one class immediately before such transaction own, immediately
after consummation of such transaction, equity securities and
partnership units possessing less than fifty (50%) percent of the
surviving or acquiring company and partnership taken as a whole;
or (D) a turnover, during any two (2) year period, of the
majority of the members of the Board, without the consent of the
remaining members of the Board as to the appointment of the new
Board members.

(b) Notice of Termination. Any termination of Executive's employment
by the Company or any such termination by Executive (other than on account of
death) shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated. In the event of the termination of Executive's
employment on account of death, written Notice of Termination shall be deemed to
have been provided on the date of death.

6. Compensation Upon Termination of Employment By the Company for
Cause or By Executive without Good Reason.

<PAGE>

compensation or bonuses and (ii) to exercise any options which have vested and
are exercisable in accordance with the terms of the applicable option grant
agreement or plan.

7. Compensation Upon Termination of Employment Upon Death or Disability.

In the event of termination of Executive's employment as a result of either
Executive's death or Disability, the Company shall pay to Executive, his estate
or his personal representative (i) the unpaid Annual Base Salary at the rate
then in effect through the end of the Unexpired Employment Period (the "Annual
Base Salary Payment"); (ii) a pro-rata portion, based upon the number of days in
the period beginning with the date of the termination of Executive's employment
due to death or Disability and ending with the last day of the Unexpired
Employment Period, of the cash equivalent of the average annual amount of all
other compensation based on the average of the last two (2) calendar years
immediately preceding the year in which Executive's termination of employment
occurs including, without limitation, incentive compensation payments, bonuses
and stock based compensation (e.g., stock options, restricted stock awards,
etc.) paid, granted or accreted to Executive during such years (the "Pro-Rata
Portion of Other Compensation") and (iii) reimbursement of expenses incurred
prior to date of termination ("Expense Reimbursement"). The aforesaid

<PAGE>

In addition, all (A) incentive compensation payments or programs of any
nature whether stock based or otherwise that are subject to a vesting schedule
including, without limitation, restricted stock, phantom stock, units and any
loan forgiveness arrangements granted to Executive ("Incentive Compensation")
shall immediately vest as of the date of such termination ("Vested Incentive
Compensation") and (B) options granted to Executive shall immediately vest as of
the date of such termination (the "Vested Options") and Executive shall be
entitled at the option of Executive, his estate or his personal representative,
within one (1) year of the date of such termination, to exercise any options
which have vested (including, without limitation, by acceleration in accordance
with the terms of this Agreement, the applicable option grant agreement or plan)
and are exercisable in accordance with the terms of the applicable option grant
agreement or plan and/or any other methods or procedures for exercise applicable
to optionees or to require the Company (upon written notice delivered within one
hundred eighty (180) days following the date of Executive's termination) to
repurchase all or any portion of Executive's vested options to purchase shares

<PAGE>

of Common Stock at a price equal to the difference between the Repurchase Fair
Market Value (as hereinafter defined) of the shares of Common Stock for which
the options to be repurchased are exercisable and the exercise price of such
options as of the date of Executive's termination of employment (the "Vested
Option Exercise Election"). In the event of a conflict between any option grant
agreement or plan and this Agreement, the terms of this Agreement shall control.

Except for any rights which Executive may have to all of the above including the
Annual Base Salary Payment, the Pro-Rata Portion of Other Compensation, Vested
Incentive Compensation, Vested Options, Expense Reimbursement and in the event
of a termination of employment due to Disability, Medical Continuation, the
Company shall have no further obligations hereunder following such termination.
For purposes of this Agreement, "Repurchase Fair Market Value" shall mean the
average of the closing price on the New York Stock Exchange (or such other
exchange on which the Common Stock is primarily traded) of the Common Stock on
each of the trading days within the thirty (30) days immediately preceding the
date of termination of Executive's employment.

8. Compensation Upon Termination of Employment By the Company Without
Cause or By Executive for Good Reason.

<PAGE>

to upwards adjustment from time to time by the Compensation Committee (the
"Fixed Amount") or (ii) the sum total of (A) the Annual Base Salary Payment and
(B) the Pro-Rata Portion of Other Compensation. The aforesaid amount shall be
payable in cash without discount for early payment, at the option of Executive,
either in full immediately upon such termination or monthly over the Unexpired
Employment Period.

In addition, the Executive shall be entitled to receive Vested Incentive
Compensation, Vested Options exercisable pursuant to the Vested Option Exercise
Election, Medical Continuation, and Expense Reimbursement. Executive
understands that any options exercised more than ninety (90) days following the
date of his termination of employment which were granted as incentive stock
options shall automatically be converted into non-qualified options.

Except for any rights which Executive may have to Vested Incentive Compensation,
Vested Options, Medical Continuation and Expense Reimbursement and either the
Fixed Amount or in lieu thereof to the Annual Base Salary Payment, and the
Pro-Rata Portion of Other Compensation (as defined in Paragraph 7), the Company
shall have no further obligations hereunder following such termination. The
parties both agree that the agreement to make these payments was consideration
and an inducement to obtain Executive's consent to enter into this Agreement.
The payments are not a penalty and neither party will claim them to be a
penalty. Rather, the payments represent a fair approximation of reasonable
amounts due to Executive for the Employment Period.

<PAGE>

9. Change in Control.

(a) Options. Any Incentive Compensation and options granted to
Executive that have not vested as of the date of a Change in Control shall
immediately vest upon the date of the Change in Control. Neither the occurrence
of a Change in Control, nor the vesting in any options as a result thereof shall
require Executive to exercise any options. In the event of a conflict between
any Incentive Compensation grant agreement or program or any option grant
agreement or plan and this Agreement, the terms of this Agreement shall control.

(b) Upon Termination. In the event Executive terminates his
employment on or following a Change in Control as set forth in sub-paragraph
5(a)(vii), the Company shall pay to Executive and Executive shall be entitled to
all the payments and rights Executive would have had if Executive had terminated
his employment with Good Reason as set forth in Paragraph 8.

The aforesaid amount shall be payable in accordance with Executive's
Payment Election.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options (including, without limitation, by acceleration in
accordance with sub-paragraph 9(a)), Medical Continuation, Expense Reimbursement
and the Excise Tax Gross Up set forth in subparagraph 9(d), and either the
Fixed Amount or in lieu thereof to the Annual Base Salary Payment, and the
Pro-Rata Portion of Other Compensation (as defined in Paragraph 7), the Company
shall have no further obligations hereunder following such termination.

<PAGE>

15
<PAGE>

tax may be imposed on Executive pursuant to Section 4999 of the Code (or any
successor provisions), the Company shall pay Executive in cash an amount equal
to X determined under the following formula: (the "Excise Tax Gross Up"):

X = E x P
------------------------------------
1-[(FI x (1-SLI)) + SLI + E + M]
where

E = the rate at which the excise tax is assessed under Section 4999 of
the Code (or any successor provisions);

P = the amount with respect to which such excise tax is assessed,
determined without regard to the Excise Tax Gross Up;

FI = the highest effective marginal rate of income tax applicable to
Executive under the Code for the taxable year in question (taking
into account any phase-out or loss of deductions, personal exemptions
or other similar adjustments);

SLI = the sum of the highest effective marginal rates of income tax
applicable to Executive under all applicable state and local laws
for the taxable year in question (taking into account any phase-out
or loss of deductions, personal exemptions and other similar
adjustments); and

M = the highest marginal rate of Medicare tax applicable to Executive
under the Code for the taxable year in question.

<PAGE>

of the parties that the Company provide Executive with a full tax gross-up under
the provisions of this Paragraph, so that on a net after-tax basis, the result
to Executive shall be the same as if the excise tax under Section 4999 of the
Code (or any successor provisions) had not been imposed. The Excise Tax Gross
Up may be adjusted if alternative minimum tax rules are applicable to Executive.

10. Mitigation / Effect on Employee Benefit Plans and Programs.

(a) Mitigation. Executive shall not be required to mitigate amounts
payable under this Agreement by seeking other employment or otherwise, and there
shall be no offset against amounts due Executive under this Agreement on account
of subsequent employment. Amounts owed to Executive under this Agreement shall
not be offset by any claims the Company may have against Executive and such
payment shall not be affected by any other circumstances, including, without
limitation, any counterclaim, recoupment, defense, or other right which the
Company may have against Executive or others.

<PAGE>

11. Confidential Information.

<PAGE>

indirectly, by the Company and any entity of which a majority of the economic
interest is owned, directly or indirectly, by the Company.

12. Return of Documents.

13. Noncompete.

Executive agrees that:

<PAGE>

which is publicly traded, so long as he has no active participation in the
business of such corporation or other entity. Moreover, the foregoing
limitations shall not be deemed to restrict or otherwise limit Executive from
conducting real estate development, acquisition or management activities with
respect to the Excluded Properties, if any, provided that during the Employment
Period the performance of such activities does not prevent Executive from
devoting substantially all of his business time to the Company.

14. Remedies.

<PAGE>

to other rights and remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce or prevent any violation of the provisions
thereof.

15. Indemnification/Legal Fees.

(a) Indemnification. In the event the Executive is made party or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of
Executive's employment with or serving as an officer or director of the Company,
whether or not the basis of such Proceeding is alleged action in an official
capacity, the Company shall indemnify, hold harmless and defend Executive to the
fullest extent authorized by Maryland law, as the same exists and may hereafter
be amended, against any and all claims, demands, suits, judgments, assessments
and settlements including all expenses incurred or suffered by Executive in
connection therewith (including, without limitation, all legal fees incurred
using counsel reasonably acceptable to Executive) and such indemnification shall
continue as to Executive even after Executive is no longer employed by the
Company and shall inure to the benefit of his heirs, executors, and
administrators. Expenses incurred by Executive in connection with any
Proceeding shall be paid by the Company in advance upon request of Executive
that the Company pay such expenses; but, only in the event that Executive shall
have delivered in writing to the Company an undertaking to reimburse the Company
for expenses with respect to which Executive is not entitled to indemnification.

<PAGE>

The provisions of this Paragraph shall remain in effect after this Agreement is
terminated irrespective of the reasons for termination. The indemnification
provisions of this Paragraph shall not supersede or reduce any indemnification
provided to Executive under any separate agreement, or the by-laws of the
Company since it is intended that this Agreement shall expand and extend the
Executive's rights to receive indemnity.

16. Successors and Assigns.

<PAGE>

would be entitled to hereunder if Executive terminated his employment hereunder
within six (6) months of a Change in Control as set forth in Paragraph 9, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the date of termination. In the
event of such a breach of this Agreement, the Notice of Termination shall
specify such date as the date of termination. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor to
all or substantially all of its business and/or its assets as aforesaid which
executes and delivers the agreement provided for in this Paragraph 16 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law. Any cash payments owed to Executive pursuant to this
Paragraph 16 shall be paid to Executive in a single sum without discount for
early payment immediately prior to the consummation of the transaction with such
successor.

<PAGE>

shall be paid in accordance with the terms of this Agreement to such person or
persons so appointed in writing by Executive, including, without limitation,
under any applicable plan, or otherwise to his legal representatives or estate.

<PAGE>

17. Timing of and No Duplication of Payments.

18. Modification or Waiver.

No amendment, modification, waiver, termination or cancellation of this
Agreement shall be binding or effective for any purpose unless it is made in a
writing signed by the party against whom enforcement of such amendment,
modification, waiver, termination or cancellation is sought. No course of
dealing between or among the parties to this Agreement shall be deemed to affect
or to modify, amend or discharge any provision or term of this Agreement. No
delay on the part of the Company or Executive in the exercise of any of their
respective rights or remedies shall operate as a waiver thereof, and no single
or partial exercise by the Company or Executive of any such right or remedy
shall preclude other or further exercise thereof. A waiver of right or remedy
on any one occasion shall not be construed as a bar to or waiver of any such
right or remedy on any other occasion.

<PAGE>

19. Notices.

All notices or other communications required or permitted hereunder shall be
made in writing and shall be deemed to have been duly given if delivered by hand
or delivered by a recognized delivery service or mailed, postage prepaid, by
express, certified or registered mail, return receipt requested, and addressed
to the Company or Executive, as applicable, at the address set forth above (or
to such other address as shall have been previously provided in accordance with
this Paragraph 19).

20. Governing Law.

This agreement will be governed by and construed in accordance with the
laws of the State of New Jersey except as to Paragraph 15(a), without regard to
principles of conflicts of laws thereunder.

21. Severability.

<PAGE>

22. Legal Representation.

Each of the Company and Executive have been represented by counsel with
respect to this Agreement.

23. Counterparts.

This Agreement may be executed in separate counterparts, each of which is deemed
to be an original and both of which taken together shall constitute one and the
same agreement.

24. Headings.

25. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof and supersedes all other prior agreements and
undertakings, both written and oral, among the parties with respect to the
subject matter hereof. The parties recognize that the Prior Agreement has been
amended and restated in its entirety by this Agreement and the terms of the
Prior Agreement are of no further force and effect.

26. Survival of Agreements.

<PAGE>

The covenants made in Paragraphs 5 through 15 and 21 each shall survive the
termination of this Agreement.

In Witness Whereof, the undersigned have executed this Agreement as of the
date first above written.

MACK-CALI REALTY CORPORATION

By:
----------------------------------
Name:
Title:

----------------------------------
Barry Lefkowitz

<PAGE>

SCHEDULE A

None.

<PAGE>
Exhibit 10.117

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

FOR

TIMOTHY M. JONES

TABLE OF CONTENTS

<PAGE>

PAGE
------
1. EMPLOYMENT........................................................ 4

2. EMPLOYMENT PERIOD................................................. 4

3. SERVICES / PLACE OF EMPLOYMENT.................................... 5

4. COMPENSATION AND BENEFITS......................................... 6

5. TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL................... 8

6. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE
COMPANY FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON........... 11

7. COMPENSATION UPON TERMINATION OF EMPLOYMENT UPON DEATH
OR DISABILITY................................................... 11

8. COMPENSATION UPON TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT
CAUSE OR BY EXECUTIVE FOR GOOD REASON........................... 14

9. CHANGE IN CONTROL................................................. 15

10. MITIGATION / EFFECT ON EMPLOYEE BENEFIT PLANS AND PROGRAMS........ 18

11. CONFIDENTIAL INFORMATION.......................................... 19

12. RETURN OF DOCUMENTS............................................... 20

13. NONCOMPETE........................................................ 20

14. REMEDIES.......................................................... 22

15. INDEMNIFICATION/LEGAL FEES........................................ 22

16. SUCCESSORS AND ASSIGNS............................................ 23

17. TIMING OF AND NO DUPLICATION OF PAYMENTS.......................... 25

18. MODIFICATION OR WAIVER............................................ 25

19. NOTICES........................................................... 26

20. GOVERNING LAW..................................................... 26

21. SEVERABILITY...................................................... 26

22. LEGAL REPRESENTATION.............................................. 27

23. COUNTERPARTS...................................................... 27

24. HEADINGS.......................................................... 30

25. ENTIRE AGREEMENT.................................................. 30

26. SURVIVAL OF AGREEMENTS............................................ 30

<PAGE>

TIMOTHY M. JONES

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the "Agreement") is
entered into as of December __, 1997, by and between Timothy M. Jones, an
individual residing at 20 Church Street, Greenwich, Connecticut 06830
("Executive"), and Mack-Cali Realty Corporation, a Maryland corporation with
offices at 11 Commerce Drive, Cranford, New Jersey 07016 (the "Company").

RECITALS

Whereas, Executive has served as Executive Vice President of the Company
pursuant to his prior employment agreement dated as of January 21, 1997 (the
"Prior Agreement") and prior thereto and, through such service, has acquired
special and unique knowledge, abilities and expertise;

Whereas, in connection with the combination of Cali Realty Corporation
with the Mack Companies (the "Mack Combination") the Prior Agreement is
hereby amended and restated in its entirety as of the closing of the Mack
Combination; and

Whereas, the Company desires to continue to employ Executive as Executive
Vice President, and Executive desires to continue to be employed by the
Company as Executive Vice President, pursuant to the amended and restated
terms set forth herein.

Now, Therefore, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:

<PAGE>

1. Employment.

The Company hereby agrees to employ Executive, and Executive hereby
agrees to accept such employment during the period and upon the terms and
conditions set forth in this Agreement.

2. Employment Period.

(a) Except as otherwise provided in this Agreement to the contrary, the
terms and conditions of this Agreement shall be and remain in effect during
the period of employment (the "Employment Period") established under this
Paragraph 2. The initial Employment Period shall be for a term commencing on
the date of this Agreement and ending on the fifth anniversary of the date of
this Agreement provided, however, that commencing on the day after the date
of this Agreement and on each day thereafter, the Employment Period shall be
extended for one additional day so that a constant five (5) year Employment
Period shall be in effect, unless (i) the Company or Executive elects not to
extend the term of this Agreement by giving written notice to the other party
in accordance with Paragraph 19, in which case, subject to the provisions of
sub-paragraph 5(a)(iv) below, the term of this Agreement shall become fixed
and shall end on the fifth anniversary of the date of such written notice
("Notice of Non-Renewal"), or (ii) Executive's employment terminates
hereunder.

(b) Notwithstanding anything contained herein to the contrary: (i)
Executive's employment with the Company may be terminated by the Company or
Executive during the Employment Period, subject to the terms and conditions
of this Agreement; and (ii) nothing in this Agreement shall mandate or
prohibit a continuation

<PAGE>

of Executive's employment following the expiration of the Employment Period
upon such terms and conditions as the Board of Directors of the Company (the
"Board") and Executive may mutually agree.

(c) If Executive's employment with the Company is terminated, for
purposes of this Agreement the term "Unexpired Employment Period" shall mean
the period commencing on the date of such termination and ending on the last
day of the Employment Period.

3. Services / Place of Employment.

(a) Services. During the Employment Period, Executive shall hold the
position of Executive Vice President of the Company. Executive shall devote
his best efforts and substantially all of his business time, skill and
attention to the business of the Company (other than absences due to
vacation, illness, disability or approved leave of absence), and shall
perform such duties as are customarily performed by similar executive
officers and as may be more specifically enumerated from time to time by the
Chief Executive Officer and President; provided, however, that the foregoing
is not intended to (a) preclude Executive from (i) owning and managing
personal investments, including real estate investments, subject to the
restrictions set forth in Paragraph 13 hereof or (ii) engaging in charitable
activities and community affairs, or (b) restrict or otherwise limit
Executive from conducting the activities described in Schedule A, attached
hereto, (the "Excluded Activities "), provided that the performance of the
activities referred to in clauses (a) and (b) does not prevent Executive from
devoting substantially all of his business time to the Company.

<PAGE>

(b) Place of Employment. The principal place of employment of Executive
shall be at the Company's principal executive offices in Cranford, New Jersey.

4. Compensation and Benefits.

(a) Salary. During the Employment Period, the Company shall pay Executive
a minimum annual base salary in the amount of $325,000 (the "Annual Base
Salary") payable in accordance with the Company's regular payroll practices.
Executive's Annual Base Salary shall be reviewed annually in accordance with
the policy of the Company from time to time and may be subject to upward
adjustment based upon, among other things, Executive's performance, as
determined in the sole discretion of the Chief Executive Officer and the
President. In no event shall Executive's Annual Base Salary in effect at a
particular time be reduced without his prior written consent.

(b) Incentive Compensation/Bonuses. In addition, Executive shall be
eligible for incentive compensation payable each year in such amounts as may
be determined by the Option and Executive Compensation Committee of the Board
(the "Compensation Committee") based upon, among other factors, growth in
Funds from Operations per Common Share (as hereinafter defined) for the year.
Executive shall be entitled to receive such bonuses and options to purchase
shares of common stock, par value $0.01 per share, of the Company (the
"Common Stock") as the Board or the Compensation Committee as the case may be
shall approve, in its sole discretion, including, without limitation, options
and bonuses contingent upon Executive's

<PAGE>

performance and the achievement of specified financial and operating
objectives for Funds from Operations per Common Share. For purposes of this
Agreement, "Funds from Operations per Common Share" for any period shall mean
(i) net income (loss) before minority interest of unit holders, computed in
accordance with generally accepted accounting principles ("GAAP"), excluding
gains (or losses) from debt restructuring and sale of property, plus real
estate return, depreciation and amortization as calculated in accordance with
the National Association of Real Estate Investment Trusts definition
published in March 1995, as amended from time to time, and as applied in
accordance with the accounting practices and policies of the Company in
effect from time to time on a consistent basis to the entire Employment
Period, divided by (ii) the sum of (A) the primary weighted average number of
outstanding shares of Common Stock as it appears in the Company's financial
statement for the applicable period and (B) the primary weighted average
number of outstanding common limited partnership units ("Common OP Units") of
Mack-Cali Realty, L.P., a Delaware limited partnership (the "Partnership") of
which the Company is the sole general partner, for the applicable period. All
classes of preferred stock which are convertible into Common Stock and all
classes of preferred or other units which are convertible into Common OP
Units shall be treated as if they have been converted into Common Stock or
Common OP Units and shall be included in the denominator, irrespective of any
waiting period which must elapse prior to conversion.

(c) Taxes and Withholding. The Company shall have the right to deduct and
withhold from all compensation all social security and other federal, state

<PAGE>

and local taxes and charges which currently are or which hereafter may be
required by law to be so deducted and withheld.

(d) Additional Benefits. In addition to the compensation specified above
and other benefits provided pursuant to this Paragraph 4, Executive shall be
entitled to the following benefits:

(i) participation in the Employee Stock Option Plan of Cali Realty
Corporation, the Cali Realty Corporation 401(k) Savings and
Retirement Plan (subject to statutory rules and maximum
contributions and non-discrimination requirements applicable to
401(k) plans) and such other benefit plans and programs ,
including but not limited to restricted stock, phantom stock
and/or unit awards, loan programs and any other incentive
compensation plans or programs (whether or not employee benefit
plans or programs), as maintained by the Company from time to
time and made generally available to executives of the Company
with such participation to be consistent with reasonable Company
guidelines;

(ii) participation in any health insurance, disability insurance,
paid vacation, group life insurance or other welfare benefit
program made generally available to executives of the Company;
and

(iii) reimbursement for reasonable business expenses incurred by
Executive in furtherance of the interests of the Company
including a monthly allowance of twelve hundred ($1,200) which
is intended to cover the cost of local business-related travel
expenses exclusive of amounts paid to third-parties (e.g. taxi
service).

5. Termination of Employment and Change in Control.

(a) Executive's employment hereunder may be terminated during the

Employment Period under the following circumstances:

<PAGE>

delivered by the Company specifically identifying the manner in
which the Company believes Executive has not substantially
performed his duties; (B) willful misconduct and/or willful
violation of Paragraph 11 hereof, which is materially
economically injurious to the Company and the Partnership taken
as a whole; (C) the willful violation of the provisions of
Paragraph 13 hereof; or (D) conviction of, or plea of guilty to
a felony. For purposes of this sub-paragraph 5(a), no act, or
failure to act, on Executive's part shall be considered
"willful" unless done, or omitted to be done, by him (I) not in
good faith and (II) without reasonable belief that his action or
omission was in furtherance of the interests of the Company.

(ii) Death. Executive's employment hereunder shall terminate upon his
death.

(iv) Good Reason. Executive shall have the right to terminate his
employment for "Good Reason": (A) upon the occurrence of any
material breach of this Agreement by the Company which shall
include but not be limited to; an assignment to Executive of
duties materially and adversely inconsistent with Executive's
status as Executive Vice President or a material or adverse
alteration in the nature of or diminution in Executive's duties
and/or responsibilities, reporting obligations, titles or
authority; (B) upon a reduction in Executive's Annual Base
Salary or a material reduction in other benefits (except for
bonuses or similar discretionary payments) as in effect at the
time in question, a failure to pay such amounts when due or any
other failure by the Company to comply with Paragraph 4 hereof;
(C) within six (6) months following the date a Notice of
Non-Renewal is issued by the Company pursuant to Paragraph 2
hereof; (D) on or within six (6) months following a Change in
Control (as hereinafter defined) in accordance with the
provisions set forth in sub-paragraph 5(a)(vii) hereof; (E) any
purported termination of Executive's employment for Cause which
is not effected pursuant to the procedures of sub-paragraph
5(a)(i) (and for purposes of this Agreement, in the event of
such failure to comply, no such purported termination shall be
effective); or (F)

<PAGE>

upon the relocation of the Company's principal executive offices
or Executive's own office location to a location more than
thirty (30) miles away from Cranford, New Jersey.

(v) Without Cause. The Company shall have the right to terminate the
Executive's employment hereunder without Cause subject to the
terms and conditions of this Agreement.

(vi) Without Good Reason. The Executive shall have the right to
terminate his employment hereunder without Good Reason subject
to the terms and conditions of this Agreement.

(vii) Change in Control. Executive shall have the right to terminate
his employment hereunder on or within six (6) months following a
Change in Control. Such termination shall be deemed a
termination for Good Reason hereunder. For purposes of this
Agreement "Change in Control" shall mean that any of the
following events has occurred: (A) any "person" or "group" of
persons, as such terms are used in Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), other than any employee benefit plan sponsored by the
Company, becomes the "beneficial owner", as such term is used in
Section 13 of the Exchange Act, (irrespective of any vesting or
waiting periods) of (I) Common Stock or any class of stock
convertible into Common Stock and/or (II) Common OP Units or
preferred units or any other class of units convertible into
Common OP Units, in an amount equal to twenty (20%) percent or
more of the sum total of the Common Stock and the Common OP
Units (treating all classes of outstanding stock, units or other
securities convertible into stock units as if they were
converted into Common Stock or Common OP Units as the case may
be and then treating Common Stock and Common OP Units as if they
were a single class) issued and outstanding immediately prior to
such acquisition as if they were a single class and disregarding
any equity raise in connection with the financing of such
transaction; (B) any Common Stock is purchased pursuant to a
tender or exchange offer other than an offer by the Company; (C)
the dissolution or liquidation of the Company or the
consummation of any merger or consolidation of the Company or
any sale or other disposition of all or substantially all of its
assets, if the shareholders of the Company and unitholders of the
Partnership taken as a whole and considered as one class
immediately before such transaction own, immediately after
consummation of such transaction, equity securities and
partnership units possessing less than fifty (50%) percent of
the surviving or acquiring company and partnership taken as a
whole;

<PAGE>

or (D) a turnover, during any two (2) year period, of the
majority of the members of the Board, without the consent of the
remaining members of the Board as to the appointment of the new
Board members.

(b) Notice of Termination. Any termination of Executive's employment by
the Company or any such termination by Executive (other than on account of
death) shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this Agreement, a "Notice of Termination" shall
mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated. In the event of the termination
of Executive's employment on account of death, written Notice of Termination
shall be deemed to have been provided on the date of death.

6. Compensation Upon Termination of Employment By the Company for Cause
or By Executive without Good Reason.

In the event the Company terminates Executive's employment for Cause or
Executive terminates his employment without Good Reason, the Company shall
pay Executive any unpaid Annual Base Salary at the rate then in effect
accrued through and including the date of termination. In addition, in such
event, Executive shall be entitled (i) to receive any earned but unpaid
incentive compensation or bonuses and (ii) to exercise any options which have
vested and are exercisable in accordance with the terms of the applicable
option grant agreement or plan.

Except for any rights which Executive may have to unpaid salary amounts
through and including the date of termination, earned but unpaid incentive

<PAGE>

compensation or bonuses and vested options, the Company shall have no further
obligations hereunder following such termination. The aforesaid amounts shall
be payable in full immediately upon such termination.

7. Compensation Upon Termination of Employment Upon Death or Disability.

<PAGE>

also receive continuation of health coverage through the end of the Unexpired
Employment Period on the same basis as health coverage is provided by the
Company for active employees and as may be amended from time to time
("Medical Continuation").

<PAGE>

conflict between any option grant agreement or plan and this Agreement, the
terms of this Agreement shall control.

8. Compensation Upon Termination of Employment By the Company Without
Cause or By Executive for Good Reason.

In the event the Company terminates Executive's employment for any reason
other than Cause or Executive terminates his employment for Good Reason, the
Company shall pay to Executive and Executive shall be entitled to receive the
greater of (i) three million two hundred thousand dollars ($3,200,000) with
such amount subject only to upwards adjustment from time to time by the
Compensation Committee (the "Fixed Amount") or (ii) the sum total of (A) the
Annual Base Salary Payment and (B) the Pro-Rata Portion of Other
Compensation. The aforesaid amount shall be payable in

<PAGE>

cash without discount for early payment, at the option of Executive, either
in full immediately upon such termination or monthly over the Unexpired
Employment Period.

In addition, the Executive shall be entitled to receive Vested Incentive
Compensation, Vested Options exercisable pursuant to the Vested Option
Exercise Election, Medical Continuation, and Expense Reimbursement. Executive
understands that any options exercised more than ninety (90) days following
the date of his termination of employment which were granted as incentive
stock options shall automatically be converted into non-qualified options.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options, Medical Continuation and Expense Reimbursement
and either the Fixed Amount or in lieu thereof to the Annual Base Salary
Payment, and the Pro-Rata Portion of Other Compensation (as defined in
Paragraph 7), the Company shall have no further obligations hereunder
following such termination. The parties both agree that the agreement to make
these payments was consideration and an inducement to obtain Executive's
consent to enter into this Agreement. The payments are not a penalty and
neither party will claim them to be a penalty. Rather, the payments represent
a fair approximation of reasonable amounts due to Executive for the
Employment Period.

9. Change in Control.

<PAGE>

Control, nor the vesting in any options as a result thereof shall require
Executive to exercise any options. In the event of a conflict between any
Incentive Compensation grant agreement or program or any option grant
agreement or plan and this Agreement, the terms of this Agreement shall
control.

(b) Upon Termination. In the event Executive terminates his employment on
or following a Change in Control as set forth in sub-paragraph 5(a)(vii), the
Company shall pay to Executive and Executive shall be entitled to all the
payments and rights Executive would have had if Executive had terminated his
employment with Good Reason as set forth in Paragraph 8.

The aforesaid amount shall be payable in accordance with Executive's
Payment Election.

Except for any rights which Executive may have to Vested Incentive
Compensation, Vested Options (including, without limitation, by acceleration
in accordance with sub-paragraph 9(a)), Medical Continuation, Expense
Reimbursement and the Excise Tax Gross Up set forth in subparagraph 9(d), and
either the Fixed Amount or in lieu thereof to the Annual Base Salary Payment,
and the Pro-Rata Portion of Other Compensation (as defined in Paragraph 7),
the Company shall have no further obligations hereunder following such
termination.

<PAGE>

Any cash payments owed to Executive pursuant to this sub-paragraph 9(c)
shall be paid to Executive in a single sum without discount for early payment
at the time of the Change in Control but prior to the consummation of the
transaction with any successor.

(d) Excise Tax Gross Up. In addition, if it is determined by an
independent accountant mutually acceptable to the Company and Executive that
as a result of any payment in the nature of compensation made by the Company
to (or for the benefit of) Executive pursuant to this Agreement or otherwise,
an excise tax may be imposed on Executive pursuant to Section 4999 of the
Code (or any successor provisions), the Company shall pay Executive in cash
an amount equal to X determined under the following formula: (the "Excise Tax
Gross Up"):

<PAGE>

E x P
X = ----------------------------------
1-[(FI x (1-SLI)) + SLI + E + M]

where

E = the rate at which the excise tax is assessed under Section 4999 of
the Code (or any successor provisions);

P = the amount with respect to which such excise tax is assessed,
determined without regard to the Excise Tax Gross Up;

FI = the highest effective marginal rate of income tax applicable to
Executive under the Code for the taxable year in question (taking into
account any phase-out or loss of deductions, personal exemptions or
other similar adjustments);

SLI = the sum of the highest effective marginal rates of income tax
applicable to Executive under all applicable state and local laws
for the taxable year in question (taking into account any phase-out
or loss of deductions, personal exemptions and other similar
adjustments); and

M = the highest marginal rate of Medicare tax applicable to Executive
under the Code for the taxable year in question.

With respect to any payment in the nature of compensation that is made to (or
for the benefit of) Executive under the terms of this Agreement or otherwise
and on which an excise tax under Section 4999 of the Code (or any successor
provisions) may be assessed, the payment determined under this sub-paragraph
9(d) shall be paid to Executive at the time of the Change in Control but
prior to the consummation of the transaction with any successor. It is the
intention of the parties that the Company provide Executive with a full tax
gross-up under the provisions of this Paragraph, so that on a net after-tax
basis, the result to Executive shall be the same as if the excise tax under
Section 4999 of the Code (or any successor provisions) had not been

<PAGE>

imposed. The Excise Tax Gross Up may be adjusted if alternative minimum tax
rules are applicable to Executive.

10. Mitigation / Effect on Employee Benefit Plans and Programs.

(a) Mitigation. Executive shall not be required to mitigate amounts
payable under this Agreement by seeking other employment or otherwise, and
there shall be no offset against amounts due Executive under this Agreement
on account of subsequent employment. Amounts owed to Executive under this
Agreement shall not be offset by any claims the Company may have against
Executive and such payment shall not be affected by any other circumstances,
including, without limitation, any counterclaim, recoupment, defense, or
other right which the Company may have against Executive or others.

(b) Effect on Employee Benefit Programs. The termination of Executive's
employment hereunder, whether by the Company or Executive, shall have no
effect on the rights and obligations of the parties hereto under the
Company's (i) welfare benefit plans including, without limitation, Medical
Continuation as provided for herein and, health coverage thereafter but only
to the extent required by law, and on the same basis applicable to other
employees and (ii) 401(k) Plan but only to the extent required by law and
pursuant to the terms of the 401(k) Plan.

11. Confidential Information.

(a) Executive understands and acknowledges that during his employment
with the Company, he will be exposed to Confidential Information (as

<PAGE>

(b) The term "Confidential Information" shall mean any information not
generally known in the relevant trade or industry or otherwise not generally
available to the public, which was obtained from the Company or its
predecessors or which was learned, discovered, developed, conceived,
originated or prepared during or as a result of the performance of any
services by Executive on behalf of the Company or its predecessors. For
purposes of this Paragraph 11, the Company shall be deemed to include any
entity which is controlled, directly or indirectly, by the Company and any
entity of which a majority of the economic interest is owned, directly or
indirectly, by the Company.

12. Return of Documents.

<PAGE>

Except for such items which are of a personal nature to Executive (e.g.,
daily business planner), all writings, records, and other documents and
things containing any Confidential Information shall be the exclusive
property of the Company, shall not be copied, summarized, extracted from, or
removed from the premises of the Company, except in pursuit of the business
of the Company and at the direction of the Company, and shall be delivered to
the Company, without retaining any copies, upon the termination of
Executive's employment or at any time as requested by the Company.

13. Noncompete.

Executive agrees that:

(a) During the Employment Period and, in the event (i) the Company
terminates Executive's employment for Cause, or (ii) Executive terminates his
employment without Good Reason, for a one (1) year period thereafter,
Executive shall not, directly or indirectly, within the continental United
States, engage in, or own, invest in, manage or control any venture or
enterprise primarily engaged in any office-service, flex, or office property
development, acquisition or management activities without regard to whether
or not such activities compete with the Company. Nothing herein shall
prohibit Executive from being a passive owner of not more than five percent
(5%) of the outstanding stock of any class of securities of a corporation or
other entity engaged in such business which is publicly traded, so long as he
has no active participation in the business of such corporation or other
entity. Moreover, the foregoing limitations shall not be deemed to restrict
or otherwise limit Executive from conducting the Excluded Activities, if any,
provided that during the Employment Period

<PAGE>

the performance of such activities does not prevent Executive from devoting
substantially all of his business time to the Company.

(b) If, at the time of enforcement of this Paragraph 13, a court shall
hold that the duration, scope, area or other restrictions stated herein are
unreasonable, the parties agree that reasonable maximum duration, scope, area
or other restrictions may be substituted by such court for the stated
duration, scope, area or other restrictions and upon substitution by such
court, this Agreement shall be automatically modified without further action
by the parties hereto.

(c) For purposes of this Paragraph 13, the Company shall be deemed to
include any entity which is controlled, directly or indirectly, by the
Company and any entity of which a majority of the economic interest is owned,
directly or indirectly, by the Company.

14. Remedies.

The parties hereto agree that the Company would suffer irreparable harm
from a breach by Executive of any of the covenants or agreements contained in
Paragraphs 11, 12 or 13 of this Agreement. Therefore, in the event of the
actual or threatened breach by Executive of any of the provisions of
Paragraphs 11, 12 or 13 of this Agreement, the Company may, in addition and
supplementary to other rights and remedies existing in its favor, apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any
violation of the provisions thereof.

<PAGE>

15. Indemnification/Legal Fees.

<PAGE>

by-laws of the Company since it is intended that this Agreement shall expand
and extend the Executive's rights to receive indemnity.

(b) Legal Fees. If any contest or dispute shall arise between the Company
and Executive regarding or as a result of any provision of this Agreement,
the Company shall reimburse Executive for all legal fees and expenses
reasonably incurred by Executive in connection with such contest or dispute,
but only if Executive is successful in respect of substantially all of
Executive's claims pursued or defended in connection with such contest or
dispute. Such reimbursement shall be made as soon as practicable following
the resolution of such contest or dispute (whether or not appealed).

16. Successors and Assigns.

<PAGE>

date on which any such succession becomes effective shall be deemed the date
of termination. In the event of such a breach of this Agreement, the Notice
of Termination shall specify such date as the date of termination. As used in
this Agreement, "Company" shall mean the Company as hereinbefore defined and
any successor to all or substantially all of its business and/or its assets
as aforesaid which executes and delivers the agreement provided for in this
Paragraph 16 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law. Any cash payments owed to Executive
pursuant to this Paragraph 16 shall be paid to Executive in a single sum
without discount for early payment immediately prior to the consummation of
the transaction with such successor.

(b) This Agreement and all rights of Executive hereunder may be
transferred only by will or the laws of descent and distribution. Upon
Executive's death, this Agreement and all rights of Executive hereunder shall
inure to the benefit of and be enforceable by Executive's beneficiary or
beneficiaries, personal or legal representatives, or estate, to the extent
any such person succeeds to Executive's interests under this Agreement.
Executive shall be entitled to select and change a beneficiary or
beneficiaries to receive any benefit or compensation payable hereunder
following Executive's death by giving Company written notice thereof. If
Executive should die following the date of termination while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to such person or persons so appointed in writing
by Executive, including, without limitation, under any applicable plan, or
otherwise to his legal representatives or estate.

<PAGE>

17. Timing of and No Duplication of Payments.

All payments payable to Executive pursuant to this Agreement shall be
paid as soon as practicable after such amounts have become fully vested and
determinable. In addition, Executive shall not be entitled to receive
duplicate payments under any of the provisions of this Agreement.

18. Modification or Waiver.

<PAGE>

19. Notices.

All notices or other communications required or permitted hereunder shall
be made in writing and shall be deemed to have been duly given if delivered
by hand or delivered by a recognized delivery service or mailed, postage
prepaid, by express, certified or registered mail, return receipt requested,
and addressed to the Company or Executive, as applicable, at the address set
forth above (or to such other address as shall have been previously provided
in accordance with this Paragraph 19).

20. Governing Law.

This agreement will be governed by and construed in accordance with the
laws of the State of New Jersey except as to Paragraph 15(a), without regard
to principles of conflicts of laws thereunder.

21. Severability.

Whenever possible, each provision and term of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or term of this Agreement shall be held to be prohibited
by or invalid under such applicable law, then, subject to the provisions of
sub-paragraph 13(b) above, such provision or term shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating or
affecting in any manner whatsoever the remainder of such provisions or term
or the remaining provisions or terms of this Agreement.

22. Legal Representation.

<PAGE>

Each of the Company and Executive have been represented by counsel with
respect to this Agreement.

23. Counterparts.

This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and both of which taken together shall constitute
one and the same agreement.

24. Headings.

The headings of the Paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof and
shall not affect the construction or interpretation of this Agreement.

25. Entire Agreement.

26. Survival of Agreements.

The covenants made in Paragraphs 5 through 15 and 21 each shall survive
the termination of this Agreement.

<PAGE>

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

<PAGE>

In Witness Whereof, the undersigned have executed this agreement as of
THE date first above written.

MACK-CALI REALTY CORPORATION

By: ------------------------------
Name:
Title:

-------------------------------
Timothy M. Jones

<PAGE>

SCHEDULE A

1. Conducting the real estate development, acquisition or management
activities as and to the extent permitted pursuant to Section 26 of the
Contribution and Exchange Agreement dated January 24, 1997 by and between
Cali, CRLP and Robert Martin Company, LLC and Robert Martin-Eastview North
Company, L.P. (the "Contribution and Exchange Agreement")

2. Acquiring and conducting real estate development and management activities
with respect to properties which may be purchased by the Executive pursuant
to Sections 8.3 or 27.5 of the Contribution and Exchange Agreement,

<PAGE>

Exhibit 10.118

================================================================================

NON COMPETITION AGREEMENT

FOR

EARLE MACK

================================================================================

<PAGE>

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this "Agreement") is entered into as of
December ___, 1997, by and between Earle Mack, an individual residing at
(the "Director"), and
Cali Realty Corporation, a Maryland corporation with offices at 11 Commerce
Drive, Cranford, New Jersey 07016 ("Cali").

R E C I T A L S

WHEREAS, the MK Contributors and MK Entities (both as defined in the
Contribution and Exchange Agreement between the parties dated September 18,
1997, as amended by that certain First Amendment dated as of December ,
1997 (as amended, the "Contribution and Exchange Agreement")), each with offices
at 370 West Passaic Street, Rochelle Park, New Jersey 07662 and the Patriot
Contributors, Patriot Entities (both as defined in the Contribution and Exchange
Agreement) and Patriot American Management and Leasing Corporation, each with
offices at 3030 LBJ Freeway, Suite 1500, Dallas, Texas 75234 (the MK
Contributors, the MK Entities, the Patriot Contributors and the Patriot Entities
shall collectively be referred to as "Mack") and Cali Realty, L.P., a Delaware
limited partnership ("CRLP") and Cali have determined that it is in the best
interests of the parties' long term strategic growth to combine their respective
properties and related assets; and

WHEREAS, in order to effectuate this exchange, Mack has agreed to
contribute certain properties and partnership, limited liability company and/or
other ownership interests to designees of CRLP and to cause certain key
executives of Mack to become part of the management of Cali. Mack has also been
granted certain rights with respect to appointing members of the Board of
Directors of Cali (the "Board") which is the sole general partner of CRLP,
pursuant to which Director has been designated to serve as a member of the
Board; and

WHEREAS, the Director participated in the operation of Mack, had a
substantial ownership interest, either individually or in the aggregate with
other members of the Mack Group (as defined in the Contribution and Exchange
Agreement), in Mack and subsequent to the closing of the transactions
contemplated by the Contribution and Exchange Agreement (the "Closing")
received, either individually or in the aggregate with other members of the Mack
Group, a significant block of Units (as defined in the Contribution and Exchange
Agreement) in Cali; and

<PAGE>

WHEREAS, Cali or its affiliates are the recipients of some or all of the
property and ownership interests, and in connection with the contribution of the
property and ownership interests to Cali or its affiliates, the Director had
access to Mack's business plans, financial data and other confidential matters
and Director desires to be associated with Cali, as a member of the Board and in
such capacity the Director will have access to Cali's business plans, financial
data and other confidential matters; and

WHEREAS, as a condition of (i) the contribution of the property and
ownership interests to Cali or its affiliates, (ii) the receipt of a significant
block of Units, and (iii) in connection with the Director's desire to be a
member of the Board, the Director has agreed to be bound by the non-competition
restrictions provided herein; and

WHEREAS, Cali desires to have the Director enter into this Agreement in
order to protect Cali from unfair competition, and the Director desires to enter
into this Agreement based on the significant ownership interest the Mack Group
is obtaining in Cali pursuant to the Contribution and Exchange Agreement,

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. NON-COMPETITION. The Director hereby agrees that:

(a) For the period commencing on the Closing and ending on the later
to occur of:

(i) three (3) years from the Closing, or

(ii) the date which is both (A) one year following the date on
which the Director shall no longer serve as a member of the Board, if
Mack's Significant Interest (as defined in the Contribution and
Exchange Agreement) is retained by the Mack Group on the date the
Director ceases to be a member of the Board or six (6) months
following the date on which the Director shall no longer serve as a
member of the Board if Mack's Significant Interest is not retained by
the Mack Group on the date the Director ceases to be a member of the
Board and (B) Mack's Significant Interest is no longer retained by
the Mack Group,

the Director shall not, directly or indirectly, within the continental United
States, engage in, or own, invest in, manage or control any venture or
enterprise engaged in any development, acquisition or management activities with
respect to office-service, office or flex property without regard to whether or
not such

2
<PAGE>

activities compete with Cali; provided, however, that in the event that the
Director acquires industrial or other property and subsequently determines that
the most commercially practicable use for such property is flex, the property
may be converted to flex and the prohibitions set forth in this Paragraph 1
shall not apply to such property.

Nothing herein shall prohibit the Director from being a passive owner
of not more than (i) five percent (5%) of the outstanding stock of any class of
securities of a corporation or other entity engaged in real estate which is
publicly traded or (ii) twenty (20%) percent of any real estate venture so long
as such investment does not exceed $15,000,000 per venture and so long as, in
either case, the Director has no active participation in the business of such
venture, corporation or other entity. Moreover, the foregoing limitations shall
not be deemed to restrict or otherwise limit the Director from:

(A) conducting real estate development or management activities
with respect to Eliminated Property (as defined in the Contribution
and Exchange Agreement) and the properties set forth in Schedule
5.1(r) of the Contribution and Exchange Agreement,

(B) acquiring and conducting real estate development, acquisition
or management activities with respect to properties which may be
purchased by the Director pursuant to Section 27 of the Contribution
and Exchange Agreement,

provided that the performance of the activities set forth in (A) and (B) above
does not materially impair the Director's performance of his obligations as a
member of the Board.

(b) If, at the time of enforcement of this Paragraph 1, a court of
competent jurisdiction shall hold that the duration, scope, area or other
restriction stated herein is unreasonable, the parties hereto agree that without
further action by the parties hereto the maximum duration, scope, area or other
restriction may be substituted by such court for the stated duration, scope,
area or other restriction.

(c) For purposes of this Agreement, Cali shall be deemed to include
any entity which is controlled, directly or indirectly, by Cali and any entity
of which a majority of the economic interest is owned, directly or indirectly,
by Cali.

3
<PAGE>

addition and supplementary to any other rights and remedies existing in its
favor, apply to any court of law or equity of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce or
prevent any violation of the provisions hereof.

3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

4. MODIFICATION OR WAIVER. No amendment, modification, waiver,
termination or cancellation of this Agreement shall be binding or effective for
any purpose unless it is made in writing signed by the party against whom
enforcement of such amendment, modification, waiver, termination or
cancellation is sought. No course of dealing between or among the parties to
this Agreement shall be deemed to affect or to modify, amend or discharge any
provisions or terms of this Agreement. No delay on the part of Cali or the
Director in the exercise of any of their respective rights or remedies shall
operate as a waiver thereof, and no single or partial exercise by Cali or the
Director of any such right or remedy shall preclude other or further exercise
thereof. A waiver of right or remedy on any one occasion shall not be construed
as a bar to or waiver of any such right or remedy on any other occasion.

5. NOTICES. All notices or other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given
if delivered by hand or delivered by a recognized delivery service or mailed,
postage prepaid, by express, certified or registered mail, return receipt
requested, and addressed to Cali or the Director, as applicable, at the address
set forth above (or to such other address as shall have been previously or may
subsequently be provided in accordance with this section).

6. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to
principles of conflicts of law thereunder.

7. SEVERABILITY. Whenever possible, each provision and term of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision or term of this Agreement shall be held to
be prohibited by or invalid under such applicable law, then, subject to the
provisions of Paragraph 1 (b) above, such provision or term shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating or
affecting in any manner whatsoever the remainder of such provision or term or
the remaining provisions or terms of this Agreement.

4
<PAGE>

8. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and both of which when
taken together shall constitute one and the same Agreement.

9. HEADINGS. The headings of the Paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
hereof and shall not affect the construction or interpretation of this
Agreement.

10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all other
prior agreements and undertakings, both written and oral, among the parties with
respect to the subject matter hereof.

THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK

5
<PAGE>

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

CALI REALTY CORPORATION

----------------------------------
By:
Title:

DIRECTOR

----------------------------------
Earle Mack

<PAGE>

Exhibit 10.119

================================================================================

NON COMPETITION AGREEMENT

FOR

DAVID MACK

================================================================================

<PAGE>

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this "Agreement") is entered into as of
December ___, 1997, by and between David Mack, an individual residing at
______________________________________________________ (the "D. Mack"), and
Cali Realty Corporation, a Maryland corporation with offices at 11 Commerce
Drive, Cranford, New Jersey 07016 ("Cali").

R E C I T A L S

WHEREAS, D. Mack participated in the operation of Mack, had a substantial
ownership interest, either individually or in the aggregate with other members
of the Mack Group (as defined in the Contribution and Exchange Agreement), in
Mack and subsequent to the closing of the transactions contemplated by the
Contribution and Exchange Agreement (the "Closing") received, either
individually or in the aggregate with other members of the Mack Group, a
significant block of Units (as defined in the Contribution and Exchange
Agreement) in Cali; and

WHEREAS, Cali or its affiliates are the recipients of some or all of the
property and ownership interests, and in connection with the contribution of the

<PAGE>

property and ownership interests to Cali or its affiliates, D. Mack had access
to Mack's and Cali's business plans, financial data and other confidential
matters; and

WHEREAS, as a condition of (i) the contribution of the property and
ownership interests to Cali or its affiliates and (ii) the receipt of a
significant block of Units, D. Mack has agreed to be bound by the
non-competition restrictions provided herein; and

WHEREAS, Cali desires to have D. Mack enter into this Agreement in order to
protect Cali from unfair competition, and D. Mack desires to enter into this
Agreement based on the significant ownership interest the Mack Group is
obtaining in Cali pursuant to the Contribution and Exchange Agreement,

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. NON-COMPETITION. D. Mack hereby agrees that:

(a) For the period commencing on the Closing and ending on the later
to occur of:

(i) three (3) years from the Closing, or

(ii) Mack's Significant Interest (as defined in the Contribution
and Exchange Agreement) is no longer retained by the Mack Group,

D. Mack shall not, directly or indirectly, within the continental United States,
engage in, or own, invest in, manage or control any venture or enterprise
engaged in any development, acquisition or management activities with respect to
office-service, office or flex property without regard to whether or not such
activities compete with Cali; provided, however, that in the event that the D.
Mack acquires industrial or other property and subsequently determines that the
most commercially practicable use for such property is flex, the property may be
converted to flex and the prohibitions set forth in this Paragraph 1 shall not
apply to such property.

Nothing herein shall prohibit D. Mack from being a passive owner of not
more than (i) five percent (5%) of the outstanding stock of any class of
securities of a corporation or other entity engaged in real estate which is
publicly traded or (ii) twenty (20%) percent of any real estate venture so long
as such investment does not exceed $15,000,000 per venture and so long as, in
either case, D. Mack has no active participation in the business of such
venture,

2
<PAGE>

corporation or other entity. Moreover, the foregoing limitations shall not be
deemed to restrict or otherwise limit D. Mack from:

2. REMEDIES. The parties hereto agree that Cali would suffer irreparable
harm from a breach by D. Mack of any of the covenants or agreements contained
herein. Therefore, in the event of the actual or threatened breach by D. Mack
of any of the provisions of this Agreement, Cali may, in addition and
supplementary to any other rights and remedies existing in its favor, apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any violation
of the provisions hereof.

3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

3
<PAGE>

the exercise of any of their respective rights or remedies shall operate as a
waiver thereof, and no single or partial exercise by Cali or D. Mack of any such
right or remedy shall preclude other or further exercise thereof. A waiver of
right or remedy on any one occasion shall not be construed as a bar to or waiver
of any such right or remedy on any other occasion.

5. NOTICES. All notices or other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given
if delivered by hand or delivered by a recognized delivery service or mailed,
postage prepaid, by express, certified or registered mail, return receipt
requested, and addressed to Cali or D. Mack, as applicable, at the address set
forth above (or to such other address as shall have been previously or may
subsequently be provided in accordance with this section).

6. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to
principles of conflicts of law thereunder.

8. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and both of which when
taken together shall constitute one and the same Agreement.

4
<PAGE>

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

CALI REALTY CORPORATION

----------------------------------------
By:
Title:

DAVID MACK

----------------------------------------
Name: David Mack by Mitchell E. Hersh,
as Attorney-in-fact

<PAGE>

Exhibit 10.120

================================================================================

NON COMPETITION AGREEMENT

FOR

FREDRIC MACK

================================================================================

<PAGE>

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this "Agreement") is entered into as of
December ___, 1997, by and between Fredric Mack, an individual residing at
(the "F. Mack"), and
Cali Realty Corporation, a Maryland corporation with offices at 11 Commerce
Drive, Cranford, New Jersey 07016 ("Cali").

R E C I T A L S

WHEREAS, the MK Contributors and MK Entities (both as defined in the
Contribution and Exchange Agreement between the parties dated September 18,
1997, as amended by that certain First Amendment dated as of December ,
1997 (as amended, , as amended by that certain First Amendment dated as of
December , 1997 (as amended, the "Contribution and Exchange Agreement")),
each with offices at 370 West Passaic Street, Rochelle Park, New Jersey 07662
and the Patriot Contributors, Patriot Entities (both as defined in the
Contribution and Exchange Agreement) and Patriot American Management and Leasing
Corporation, each with offices at 3030 LBJ Freeway, Suite 1500, Dallas, Texas
75234 (the MK Contributors, the MK Entities, the Patriot Contributors and the
Patriot Entities shall collectively be referred to as "Mack") and Cali Realty,
L.P., a Delaware limited partnership ("CRLP") and Cali have determined that it
is in the best interests of the parties' long term strategic growth to combine
their respective properties and related assets; and

WHEREAS, F. Mack participated in the operation of Mack, had a substantial
ownership interest, either individually or in the aggregate with other members
of the Mack Group (as defined in the Contribution and Exchange Agreement), in
Mack and subsequent to the closing of the transactions contemplated by the
Contribution and Exchange Agreement (the "Closing") received, either
individually or in the aggregate with other members of the Mack Group, a
significant block of Units (as defined in the Contribution and Exchange
Agreement) in Cali; and

WHEREAS, Cali or its affiliates are the recipients of some or all of the
property and ownership interests, and in connection with the contribution of the

<PAGE>

property and ownership interests to Cali or its affiliates, F. Mack had access
to Mack's and Cali's business plans, financial data and other confidential
matters; and

WHEREAS, as a condition of (i) the contribution of the property and
ownership interests to Cali or its affiliates and (ii) the receipt of a
significant block of Units, F. Mack has agreed to be bound by the
non-competition restrictions provided herein; and

WHEREAS, Cali desires to have F. Mack enter into this Agreement in order to
protect Cali from unfair competition, and F. Mack desires to enter into this
Agreement based on the significant ownership interest the Mack Group is
obtaining in Cali pursuant to the Contribution and Exchange Agreement,

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. NON-COMPETITION. F. Mack hereby agrees that:

(a) For the period commencing on the Closing and ending on the later
to occur of:

(i) three (3) years from the Closing, or

(ii) Mack's Significant Interest (as defined in the Contribution
and Exchange Agreement) is no longer retained by the Mack Group,

F. Mack shall not, directly or indirectly, within the continental United States,
engage in, or own, invest in, manage or control any venture or enterprise
engaged in any development, acquisition or management activities with respect to
office-service, office or flex property without regard to whether or not such
activities compete with Cali; provided, however, that in the event that the F.
Mack acquires industrial or other property and subsequently determines that the
most commercially practicable use for such property is flex, the property may be
converted to flex and the prohibitions set forth in this Paragraph 1 shall not
apply to such property.

Nothing herein shall prohibit F. Mack from being a passive owner of not
more than (i) five percent (5%) of the outstanding stock of any class of
securities of a corporation or other entity engaged in real estate which is
publicly traded or (ii) twenty (20%) percent of any real estate venture so long
as such investment does not exceed $15,000,000 per venture and so long as, in
either case, F. Mack has no active participation in the business of such
venture,

2
<PAGE>

corporation or other entity. Moreover, the foregoing limitations shall not be
deemed to restrict or otherwise limit F. Mack from:

2. REMEDIES. The parties hereto agree that Cali would suffer irreparable
harm from a breach by F. Mack of any of the covenants or agreements contained
herein. Therefore, in the event of the actual or threatened breach by F. Mack
of any of the provisions of this Agreement, Cali may, in addition and
supplementary to any other rights and remedies existing in its favor, apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any violation
of the provisions hereof.

3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

3
<PAGE>

the exercise of any of their respective rights or remedies shall operate as a
waiver thereof, and no single or partial exercise by Cali or F. Mack of any such
right or remedy shall preclude other or further exercise thereof. A waiver of
right or remedy on any one occasion shall not be construed as a bar to or waiver
of any such right or remedy on any other occasion.

5. NOTICES. All notices or other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given
if delivered by hand or delivered by a recognized delivery service or mailed,
postage prepaid, by express, certified or registered mail, return receipt
requested, and addressed to Cali or F. Mack, as applicable, at the address set
forth above (or to such other address as shall have been previously or may
subsequently be provided in accordance with this section).

6. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to
principles of conflicts of law thereunder.

8. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and both of which when
taken together shall constitute one and the same Agreement.

4
<PAGE>

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

CALI REALTY CORPORATION

---------------------------------
By:
Title:

FREDRIC MACK

---------------------------------
Name:

<PAGE>

Exhibit 10.121

================================================================================

NON COMPETITION AGREEMENT

FOR

WILLIAM MACK

================================================================================

<PAGE>

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this "Agreement") is entered into as of
December ___, 1997, by and between William Mack, an individual residing at
_____________________________________ (the "Director"), and Cali Realty
Corporation, a Maryland corporation with offices at 11 Commerce Drive, Cranford,
New Jersey 07016 ("Cali").

R E C I T A L S

<PAGE>

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. NON-COMPETITION. The Director hereby agrees that:

(a) For the period commencing on the Closing and ending on the latest
to occur of:

(i) three (3) years from the Closing,

(ii) the date which is (a) one year following the date on which
the Director shall no longer serve as a member of the Board, if Mack's
Significant Interest (as defined in the Contribution and Exchange
Agreement) is retained by the Mack Group on the date the Director
ceases to be a member of the Board or (b) six (6) months following the
date on which the Director shall no longer serve as a member of the
Board if Mack's Significant Interest is not retained by the Mack Group
on the date the Director ceases to be a member of the Board and

(iii) the date on which both (a) neither Earle, David, nor
Fredric Mack shall serve on the Board and (b) Mack's Significant
Interest is no longer retained by the Mack Group,

2
<PAGE>

the Director shall not, directly or indirectly, within the continental United
States engage in, or own, invest in, manage or control any venture or enterprise
engaged in any development, acquisition or management activities with respect to
office-service, office or flex property without regard to whether or not such
activities compete with Cali; provided, however, that in the event that the
Director acquires industrial or other property and subsequently determines that
the most commercially practicable use for such property is flex, the property
may be converted to flex and the prohibitions set forth in this Paragraph 1
shall not apply to such property.

Nothing herein shall prohibit the Director from being a passive owner
of not more than (i) five percent (5%) of the outstanding stock of any class of
securities of a corporation or other entity engaged in real estate which is
publicly traded or (ii) fifteen (15%) percent of any real estate venture so long
as such investment does not exceed $15,000,000 per venture and so long as, in
either case, the Director has no active participation in the business of such
venture, corporation or other entity. Moreover, the foregoing limitations shall
not be deemed to restrict or otherwise limit the Director from:

(C) engaging in any development, acquisition, management or
ownership of office-service, office or flex property through the
Apollo Real Estate Funds, its successor and related funds, any funds
formed by the Apollo Real Estate Funds or any funds in which the
principals of the Apollo Real Estate Funds own a majority of the
general partnership or similar management or controlling interest.

provided that the performance of the activities set forth in (A), (B) and (C)
above does not materially impair the Director's performance of his obligations
as a member of the Board.

3
<PAGE>

be substituted by such court for the stated duration, scope, area or other
restriction.

2. REMEDIES. The parties hereto agree that Cali would suffer irreparable
harm from a breach by the Director of any of the covenants or agreements
contained herein. Therefore, in the event of the actual or threatened breach by
the Director of any of the provisions of this Agreement, Cali may, in addition
and supplementary to any other rights and remedies existing in its favor, apply
to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any violation
of the provisions hereof.

3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

6. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to
principles of conflicts of law thereunder.

4
<PAGE>

8. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and both of which when
taken together shall constitute one and the same Agreement.

THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK

5
<PAGE>

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

CALI REALTY CORPORATION

-----------------------------------
By:
Title:

DIRECTOR

-----------------------------------
William Mack

<PAGE>

Exhibit 10.222

=============================================================

CREDIT AGREEMENT

Dated as of December 10, 1997

among

CALI REALTY, L.P.
AND
THE PARTIES LISTED ON SCHEDULE I HERETO

as Borrower,

THE LENDERS PARTIES HERETO,

and

PRUDENTIAL SECURITIES CREDIT CORPORATION,

as Administrative Agent

$200,000,000

=============================================================

<PAGE>

TABLE OF CONTENTS
Page

ARTICLE I.
DEFINITIONS; ACCOUNTING MATTERS . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.01. Certain Defined Terms . . . . . . . . . . . . . . . 2
SECTION 1.02. Other Definitional Provisions . . . . . . . . . . . 14
SECTION 1.03. Accounting Terms and Determinations . . . . . . . . 15

ARTICLE II.
COMMITMENTS; LOAN; NOTE; PREPAYMENTS . . . . . . . . . . . . . . . . . 15
SECTION 2.01. Loan. . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.02. Full Recourse . . . . . . . . . . . . . . . . . . . 16
SECTION 2.03. Note. . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.04. Optional Prepayments. . . . . . . . . . . . . . . . 16
SECTION 2.05. Mandatory Prepayments; Permanent
Reduction of Commitments. . . . . . . . . . . . . . . . . . . 17
SECTION 2.06. Release of Mortgaged Property. . . . . . . . . . . 17

ARTICLE III.
PAYMENT OF PRINCIPAL AND INTEREST . . . . . . . . . . . . . . . . . . . 18
SECTION 3.01. Repayment of Loan . . . . . . . . . . . . . . . . . 18
SECTION 3.02. Interest. . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.03. Interest Adjustments. . . . . . . . . . . . . . . . 18

ARTICLE IV.
PAYMENTS AND COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.01. Payments.. . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.02. Computations. . . . . . . . . . . . . . . . . . . . 20
SECTION 4.03. Minimum Amounts. . . . . . . . . . . . . . . . . . 20
SECTION 4.04. Certain Notices. . . . . . . . . . . . . . . . . . 20
SECTION 4.05. Set-Off. . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE V.
YIELD PROTECTION, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 5.01. Additional Costs. . . . . . . . . . . . . . . . . . 21
SECTION 5.02. Illegality. . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.03. Treatment of Affected Loan. . . . . . . . . . . . 24
SECTION 5.04. Compensation. . . . . . . . . . . . . . . . . . . . 24
SECTION 5.05. Withholding Taxes.. . . . . . . . . . . . . . . . . 25
SECTION 5.06. Indemnity. . . . . . . . . . . . . . . . . . . . . 28
SECTION 5.07. Duty to Mitigate. . . . . . . . . . . . . . . . . . 28

i
<PAGE>

ARTICLE VI.
CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.01. Conditions to the Loan. . . . . . . . . . . . . . 29

ARTICLE VII.
REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.01. Partnership Existence. . . . . . . . . . . . . . . 35
SECTION 7.02. Financial Condition.. . . . . . . . . . . . . . . . 35
SECTION 7.03. Litigation. . . . . . . . . . . . . . . . . . . . 37
SECTION 7.04. No Breach. . . . . . . . . . . . . . . . . . . . . 37
SECTION 7.05. Partnership Power; Authorization;
Enforceable Obligations. . . . . . . . . . . . . . . . . . . 37
SECTION 7.06. Approvals. . . . . . . . . . . . . . . . . . . . . 38
SECTION 7.07. No Default. . . . . . . . . . . . . . . . . . . . 38
SECTION 7.08. Ownership of Property. . . . . . . . . . . . . . . 38
SECTION 7.09. Taxes. . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.10. Use of Credit. . . . . . . . . . . . . . . . . . . 39
SECTION 7.11. ERISA. . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.12. Investment Company Act. . . . . . . . . . . . . . 39
SECTION 7.13. Public Utility Holding Company Act. . . . . . . . 40
SECTION 7.14. Environmental Matters. . . . . . . . . . . . . . . 40
SECTION 7.15. True and Complete Disclosure. . . . . . . . . . . 42
SECTION 7.16. Labor Matters. . . . . . . . . . . . . . . . . . . 42

ARTICLE VIII.
COVENANTS OF THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 8.01. Financial Statements. . . . . . . . . . . . . . . . 42
SECTION 8.02. Certificates and Other Information. . . . . . . . 44
SECTION 8.03. Litigation. . . . . . . . . . . . . . . . . . . . 45
SECTION 8.04. Conduct of Business, Existence, Etc. . . . . . . . 45
SECTION 8.05. Payment of Obligations. . . . . . . . . . . . . . 47
SECTION 8.06. Insurance. . . . . . . . . . . . . . . . . . . . . 47
SECTION 8.07. Limitation on Liens. . . . . . . . . . . . . . . . 50
SECTION 8.08. ERISA. . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 8.09. Use of Proceeds. . . . . . . . . . . . . . . . . . 51
SECTION 8.10. Environmental Laws. . . . . . . . . . . . . . . . 51
SECTION 8.11. Hazardous Substances. . . . . . . . . . . . . . . 53
SECTION 8.12. Claims. . . . . . . . . . . . . . . . . . . . . . 53
SECTION 8.13. Estoppel Certificates, Subordination
Agreements, etc.. . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE IX.
EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 9.01. . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ii
<PAGE>

ARTICLE X.
THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.01. Appointment. . . . . . . . . . . . . . . . . . . . 58
SECTION 10.02. Delegation of Duties . . . . . . . . . . . . . . . 58
SECTION 10.03. Exculpatory Provisions . . . . . . . . . . . . . . 59
SECTION 10.04. Reliance by Administrative Agent . . . . . . . . . 59
SECTION 10.05. Notice of Default. . . . . . . . . . . . . . . . . 60
SECTION 10.06. Non-Reliance on Administrative Agent
and Lender. . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 10.07. Reimbursement and Indemnification. . . . . . . . . 61
SECTION 10.08. Administrative Agent in Its Individual
Capacity. . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 10.09. Successor Administrative Agent . . . . . . . . . . 62
SECTION 10.10. Collateral Holder. . . . . . . . . . . . . . . . . 63

ARTICLE XI.
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.01. No Waiver; Cumulative Remedies . . . . . . . . . . 64
SECTION 11.02. Notices. . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.03. Expenses . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.04. Amendments . . . . . . . . . . . . . . . . . . . . 67
SECTION 11.05. Successors and Assigns . . . . . . . . . . . . . . 68
SECTION 11.06. Assignments and Participations . . . . . . . . . . 68
SECTION 11.07. Adjustments. . . . . . . . . . . . . . . . . . . . 71
SECTION 11.08. Survival . . . . . . . . . . . . . . . . . . . . . 72
SECTION 11.09. Captions . . . . . . . . . . . . . . . . . . . . . 72
SECTION 11.10. Counterparts . . . . . . . . . . . . . . . . . . . 72
SECTION 11.11. Severability . . . . . . . . . . . . . . . . . . . 72
SECTION 11.12. Integration. . . . . . . . . . . . . . . . . . . . 73
SECTION 11.13. GOVERNING LAW. . . . . . . . . . . . . . . . . . . 73
SECTION 11.14. Submission to Jurisdiction . . . . . . . . . . . . 73
SECTION 11.15. Acknowledgments. . . . . . . . . . . . . . . . . . 74
SECTION 11.16. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . 74

EXHIBIT A FORM OF ASSUMPTION AGREEMENT
EXHIBIT B FORM OF NOTE
EXHIBIT C FORM OF NOTICE OF BORROWING
EXHIBIT D FORM OF ASSIGNMENT AND ACCEPTANCE

SCHEDULE I MORTGAGED PROPERTY
SCHEDULE II COMMITMENTS
SCHEDULE III VALUE OF ASSETS

iii
<PAGE>

THIS CREDIT AGREEMENT (this "AGREEMENT") dated as of December 10, 1997, is
entered into by and among Cali Realty, L.P. , a Delaware limited partnership
(the "OPERATING PARTNERSHIP") and the Parties listed on Schedule I attached
hereto (each a "PROPERTY PARTNERSHIP" and collectively with the Operating
Partnership, "BORROWER"), the several lenders from time to time parties hereto
("LENDER"), and Prudential Securities Credit Corporation ("PSC"), a Delaware
corporation, as administrative agent for the Lender (in such capacity, the
"ADMINISTRATIVE AGENT").

WHEREAS, Cali Realty Corporation ("CALI"), a Maryland corporation, the sole
general partner of the Operating Partnership, proposes to combine with The Mack
Company, a New Jersey based company ("MACK") and Patriot American Office Group,
a Texas based company ("PATRIOT" and together with Mack, the "MACK COMBINATION")
pursuant to a contribution and exchange agreement dated as of September 18, 1997
(the "MERGER AGREEMENT") as amended, among Cali, the Operating Partnership and
the Mack Combination, whereby Cali will become Mack-Cali Corporation (the
"COMPANY") and the Operating Partnership will become Mack-Cali Realty, L.P. (the
"MERGER"); and

WHEREAS, in connection with the Merger, Cali proposes to have the Company
assume certain indebtedness of Mack in aggregate principal amount of
approximately $300,000,000 (the "EXISTING MACK DEBT") which is secured by
mortgages on certain property owned by Mack which will become assets of the
Company, and that each such assumption by the Company requires the consent of
the respective holders of the Existing Mack Debt; and

WHEREAS, the Company has requested Lender to make a single loan to Borrower
for the purpose of prepaying the Existing Mack Debt, where the holders of such
debt have not consented to the assumption by the Company, to pay certain fees
and expenses incurred in connection therewith, and to make payments in
connection with the consummation of the Merger, up to an aggregate principal
amount at any one time outstanding equal to $200,000,000, pursuant to and
subject to the terms and conditions set forth herein, and Lender is willing to
make such loan on and subject to the terms and conditions hereof in the maximum
amount equal to $200,000,000; and

WHEREAS, the Operating Partnership and its affiliates own 100% of the legal
and beneficial ownership of the Property Partnerships; and

WHEREAS, to secure repayment of the Obligations (as hereinafter defined)
the Property Partnerships have agreed to provide to the Administrative Agent,
for the benefit of Lender, a first mortgage lien on each of the Mortgaged
Properties (as hereinafter defined) and an assignment of all leases and rents
with respect to the Mortgaged Properties; and

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WHEREAS, if the Property Partnerships did not provide Lender a first
mortgage lien on the Mortgaged Property, Lender would not have made the Loan (as
hereinafter defined); and

WHEREAS, each Property Partnership is obtaining a material benefit from the
Loan.

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, Borrower, Lender and the Administrative Agent hereby agree as
follows:

ARTICLE I
DEFINITIONS; ACCOUNTING MATTERS

SEXTION 1.01 CERTAIN DEFINED TERMS. As used herein, the following
terms shall have the following meanings:

"ADDITIONAL COSTS" has the meaning set forth in SECTION 5.01(A).

"ADMINISTRATIVE AGENT" means Prudential Securities Credit Corporation,
a Delaware corporation, as administrative agent for Lender, or any successor
administrative agent approved in accordance with SECTION 10.09.

"AFFILIATE" means any Person that directly or indirectly controls, or
is under common control with, or is controlled by, any other Person. As used in
this definition, "CONTROL" (including, with its correlative meaning, "CONTROLLED
BY" and "UNDER COMMON CONTROL WITH") shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the other Person (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).

"AGREEMENT" means this Credit Agreement, as amended, supplemented or
otherwise modified from time to time.

"ALLOCATED MORTGAGED PROPERTY LOAN AMOUNT" means the aggregated
amounts listed on SCHEDULE III hereto for those properties owned by the Property
Partnership.

"APPLICABLE LENDING OFFICE" means, with respect to any Lender or
Reference Banks, the branch or branches (or Affiliate or Affiliates) from which
any Loan of Lender or Reference Bank, as the case may be, are made or maintained
under this Agreement, as designated by, or by notice provided to, the
Administrative Agent from time to time.

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<PAGE>

"ASSIGNEE" means Lender or any Affiliate thereof, or, with the consent
of the Administrative Agent and Borrower (which shall not be unreasonably
withheld), any additional lender or financial institution, who receives an
assignment of all or any part of Lender's rights and obligations under the
Agreement, the Note and the other Credit Facility Documents pursuant to SECTION
11.06.

"ASSIGNMENT AND ACCEPTANCE" means an agreement in the form of EXHIBIT
B hereto, executed by the assignor, assignee and other parties as contemplated
thereby.

"ASSIGNMENT OF LEASES" means the present Assignment of Leases and
Rents, made by Property Partnership in favor of the Administrative Agent.

"ASSUMPTION AGREEMENT" means the Assumption Agreement in the form of
EXHIBIT A, to be entered into by Mack-Cali Realty, L.P. upon the consummation of
the Merger.

''BANKRUPTCY CODE" means the Federal Bankruptcy Code of 1978, as
amended from time to time.

"BASLE ACCORD" has the meaning set forth in SECTION 5.01(C).

"BENEFITTED LENDER" has the meaning set forth in SECTION 11.07.

"BUSINESS DAY" means any day on which both (a) commercial banks are
not authorized or required to close in New York City, and (b) dealings in Dollar
deposits are carried out in the London interbank market.

"CALI PLEDGE AGREEMENT" means the pledge agreement between Cali and
the Administrative Agent dated November 1, 1996, as amended by the Modification
to Revolving Credit Facility Agreement and Other Credit Facility Documents dated
August 12, 1997, among the Operating Partnership, the lenders party thereto and
the Administrative Agent, as the same may be amended, supplemented or otherwise
modified from time to time.

"CAPITALIZED LEASE" shall mean, with respect to any Person, any lease
or other agreement with respect to the use of Property that, in accordance with
GAAP, must be capitalized on the lessee's or user's balance sheet or the amount
of the liability which, if so capitalized, must be disclosed in a note to such
balance sheet.

"CAPITALIZED LEASE OBLIGATION" of any Person shall mean, as of any
date as of which the amount thereof is to be determined, the amount of the
liability capitalized or disclosed (or which should be disclosed), in accordance
with GAAP, on a balance sheet (or in a note to such balance sheet) of such
Person in respect of a Capitalized Lease of such Person.

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<PAGE>

"CHANGE OF CONTROL" means, at any time after the Closing Date, (i) if
any Person or group shall own or control more than 30% of either (x) the Company
on a fully diluted basis assuming the conversion of all its Preferred Stock and
its Ownership interest in the Operating Partnership or (y) the Operating
Partnership's Common Units and Preferred Units or (ii) the acquisition of
beneficial ownership, directly or indirectly, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
Exchange Commission thereunder as in effect on the date hereof) .

"CLOSING DATE" means the date on which the conditions precedent to the
making of the Loan as set forth in SECTION 6.01 shall be satisfied or waived by
Lender and the Loan is made hereunder, which in no event shall be later than
December __, 1997.

"COLLATERAL" means the Property described in the Cali Pledge Agreement
and the Operating Partnership Pledge Agreement.

"COLLATERAL HOLDER" means PSC in its capacity (i) as Administrative
Agent and as custodian of the Collateral under the Cali Pledge Agreement and the
Operating Partnership Pledge Agreement and (ii) as Mortgagee under the Mortgage,
and any successor thereto appointed in accordance with SECTION 10.09.

"COMPANY" has the meaning set forth in the recitals hereto.

"CONSOLIDATED SUBSIDIARY" means, for any Person, each Subsidiary of
such Person (whether now existing or hereafter created or acquired), the
financial statements of which shall be (or should have been) consolidated with
the financial statements of such Person in accordance with GAAP.

"CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking (including, without limitation, its charter, bylaws or other
organizational documents) to which such Person is a party or by which it or any
of its Property is bound.

"CREDIT FACILITY DOCUMENTS" means this Agreement, the Note issued
under this Agreement, the Mortgage, the Assignment of Leases, and any other
ancillary documentation which is required to be otherwise executed by Borrower
or any Third Party and delivered to the Administrative Agent in connection with
this Agreement, together with any rider, addendum or amendment thereto, as
amended from time to time.

"DEFAULT" means an Event of Default or any event, act or condition
which merely with notice or lapse of time, or both, would become an Event of
Default.

"DOLLARS" and "$" means lawful money of the United States of America.

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<PAGE>

"EBITDA" means as to any Person, for any determination period,
earnings before interest, taxes, depreciation and amortization, determined in
accordance with GAAP.

"ENVIRONMENTAL INDEMNITY" means the Environmental Indemnity Agreement
dated as of December __, 1997 made by Borrower to the Administrative Agent.

"ENVIRONMENTAL LAWS" means any and all present and future federal,
state, municipal and local laws, rules, regulations, statutes, ordinances or
codes, common law causes of action, judicial and administrative decisions, and
any orders or decrees of any Governmental Authority, in each case as now or
hereafter in effect, relating to the regulation or protection of the environment
or to emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals or toxic or hazardous substances or wastes into the
indoor or outdoor environment, including, without limitations, ambient air,
soil, surface water, ground water, wetlands, land or subsurface strata, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, chemicals
or toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated thereunder.

"ERISA AFFILIATE" means any corporation or trade or business that is a
member of any group of organizations (a) described in Section 414(b) or 414(c)
of the Internal Revenue Code of which Borrower is a member, and (b) solely for
purposes of potential liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Internal Revenue Code and the Lien created under Section
302(f) of ERISA and Section 412(n) of the Internal Revenue Code, described in
Section 414(m) or 414(o) of the Internal Revenue Code of which Borrower is a
member.

"EVENT OF DEFAULT" means any of the events specified in Article IX.

"EXISTING CREDIT FACILITY DOCUMENTS" means (i) the Revolving Credit
Facility Agreement dated November 1, 1996 among the Operating Partnership, the
lenders party thereto and the Administrative Agent as amended by the
Modification to Revolving Credit Facility Agreement and Other Credit Facility
Documents dated August 12, 1997 among the Operating Partnership, the lenders
party thereto and the Administrative Agent, and the Second Modification to
Revolving Credit Facility Agreement and Other Credit Facility documents dated as
of the date hereof among the Operating Partnership, the lenders party thereto
and the Administrative Agent (the "Second Modification"), as amended from time
to time, and the other Credit Facility Documents (as that term is defined in
said Revolving Credit Facility Agreement), as amended from time to time,
pursuant to which the Pledged Partnership Interests and

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<PAGE>

Pledged Stock were pledged by the Operating Partnership and Cali respectively to
the Administrative Agent, for the benefit of the Lenders.

"FINANCING STATEMENTS" means the UCC financing statements executed by
each Property Partnership, as debtor, in favor of the Administrative Agent, as
secured party.

"GAAP" means generally accepted accounting principles in the United
States of America as of the date of the applicable financial report or
determination.

"GOVERNMENTAL AUTHORITY" means any federal, state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.

"GUARANTY OBLIGATION" means all obligations, contingent or otherwise,
of any Person guaranteeing or having the economic effect of guaranteeing in any
manner, whether directly or indirectly, any Indebtedness of any other Person,
including any obligation (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or to purchase (or advance or
supply funds for the purchase of) any security for the payment of such
Indebtedness, (ii) to purchase or lease (or advance or supply funds for the
purchase or lease of) any Property, securities or services for the purpose of
assuring the owner of such Indebtedness of the payment of such Indebtedness, or
(iii) to maintain working capital, equity capital or compliance with any other
financial condition of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or satisfy such condition.

"HAZARDOUS SUBSTANCES" means, collectively, (a) any petroleum or
petroleum products or by-products, flammable materials, explosives, radioactive
materials, asbestos-containing materials, urea formaldehyde foam insulation, and
transformers or other equipment that contain dielectric fluid containing
polychlorinated biphenyls (PCB's), (b) any infectious, carcinogenic, mutagenic,
or etiologic agents, pesticides, defoliants or any other chemicals or other
materials or substances which are now or hereafter become defined as or included
in the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants", "pollutants" or words of
similar import or meaning under any Environmental Law, and (c) any other
chemical or other material or substance, exposure to which is now or hereafter
prohibited, limited or regulated under any Environmental Law.

"INDEBTEDNESS" means, for any Person, as of any date as of which the
amount thereof is to be determined, whether secured or unsecured, (a) all
obligations of such Person evidenced by bonds, debentures, Note or similar
instruments, (b) all obligations of such Person upon which interest charges are
customarily paid, (c) al1 obligations of such Person under conditional sale or
other title retention agreements relating to Property purchased by such Person,
(d) all obligations of such Person issued

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<PAGE>

or assumed as the deferred purchase price of Property or services (other than
accounts payable to suppliers incurred in the ordinary course of business and
paid within ninety (90) days after the same are due), (e) all Indebtedness of
other Persons to the extent secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any lien or security interest on Property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, (f) all
Capitalized Lease Obligations of such Person, (g) all Guaranty Obligations, (h)
obligations of such Person in respect of any Interest Rate Protection
Agreements, and (i) obligations of such Person in respect of commercial letters
of credit, acceptance facilities, drafts or similar instruments issued or
accepted by banks and other financial institutions for the account of such
Person and matured reimbursement obligations in respect of standby letters of
credit.

"INITIAL DATE" means (a) in the case of the Administrative Agent and
Lender, the date of this Agreement, and (b) in the case of each other Lender or
a Participant, the date upon which it became a Lender or Participant.

"INTEREST DEFICIT" has the meaning set forth in SECTION 3.03(A).

"INTEREST PAYMENT DATE" means (a) the last Business Day of each month
or (b) the Maturity Date, as applicable.

"INTEREST PERIOD" means with respect to the Loan, (i) initially, the
period commencing on the date such Loan is made and ending on the day
immediately preceding the Interest Payment Date; and (ii) thereafter each period
commencing on the Interest Payment Date and ending on the day immediately
preceding the Interest Payment Date.

"INTEREST RATE" means with respect to any Interest Period, an interest
rate per annum equal to LIBOR Base Rate plus 110 basis points.

"INTEREST RATE PROTECTION AGREEMENT" means, for any Person, an
interest rate swap, cap or collar agreement or similar arrangement between such
Person and one or more financial institutions providing for the transfer or
mitigation of interest risks either generally or under specific contingencies.
For purposes hereof, the "CREDIT EXPOSURE" at any time of any Person under an
Interest Rate Protection Agreement to which such Person is a party shall be
determined in accordance with the standard methods of calculating credit
exposure under similar arrangements as prescribed from time to time by the
Administrative Agent, taking into account potential interest rate movements and
the termination provisions and notional principal amount and term of such
Interest Rate Protection Agreement.

"INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986 and
the rules and regulations issued thereunder, as amended from time to time, or
any successor provision thereto.

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<PAGE>

"LENDER" means the several lenders from time to time parties hereto as
set forth in the recitals of this Agreement.

"LIBOR BASE RATE" means, for any Interest Period,

(a) the rate per annum determined by the Administrative Agent to be
the offered rate for dollar deposits with a term comparable to such Interest
Period that appears on the display designated as Page 3750 on the Dow Jones
Telerate Service (or such other page as may replace such page on such service,
or on another service designated by the British Bankers' Association, for the
purpose of displaying the rates at which dollar deposits are offered by leading
banks in the London interbank deposit market) at approximately 11:00 A.M.,
London time, on the second Business Day preceding the first day of such Interest
Period. If such rate does not appear on such page, "LIBOR" shall mean the rate
of interest communicated by the LIBOR Reference Bank to the Administrative Agent
as the rate at which U.S. dollar deposits are offered to the LIBOR Reference
Bank by leading banks in the London interbank deposit market at approximately
11:00 A.M., London time, on the second Business Day preceding the first day of
such Interest Period in an amount substantially equal to the LIBOR Reference
Amount for a term equal to such Interest Period; or

(b) if (i) on any LIBOR Determination Date the Administrative Agent is
unable to determine the LIBOR Base Rate in the manner provided in paragraph (a)
above, or (ii) setting the LIBOR Rate at the rate computed based on the
determination of LIBOR Base Rate as provided in paragraph (a) above would be
unlawful, then the LIBOR Base Rate for such Interest Period shall be the LIBOR
Base Rate as determined on the previous LIBOR Determination Date or, in the case
of the first LIBOR Determination Date, the rate determined by the Administrative
Agent subject to reasonable approval of the Borrower.

"LIBOR DETERMINATION DATE" shall mean the second Business Day
preceding the first day of each Interest Period.

"LIBOR RATE" means, for each Loan and for any Interest Period, a rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined
by the Administrative Agent to be equal to the LIBOR Base Rate for such Loan for
such Interest Period divided by 1 minus the Reserve Requirement, if any, for
such Loan for such interest Period.

"LIEN" means any mortgage, lien, pledge, charge, security interest,
negative pledge or encumbrance of any kind or restriction on the creation of any
of the foregoing whether relating to any property or right or the income or
profits therefrom for the purpose of subjections of such property to the payment
of any indebtedness. For purposes of this Agreement, a Person shall be deemed
to own subject to a Lien any Property that it has acquired or holds subject to
the interest of a vendor or lessor under

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<PAGE>

any conditional sale agreement, capital lease, other title retention agreement
(other than an operating lease) or agreement to give any financing statement
under the Uniform Commercial Code of any jurisdiction relating to such Property.

"LOAN" means the loan by Lender to Borrower under SECTION 2.01.

"MATERIAL ADVERSE EFFECT" means, with respect to any Person, a
material adverse effect on the consolidated business or consolidated financial
condition of such Person and its Subsidiaries taken as a whole or, in the case
of Borrower, on the ability of Borrower to perform its obligations hereunder.

"MATURITY DATE" means the one year anniversary of the Closing Date.

"MERGER" shall have the meaning set forth in the recitals hereto.

"MERGER AGREEMENT" shall have the meaning set forth in the recitals
hereto.

"MERGER CONSUMMATION DATE" means the date on which the Merger as
contemplated by the Merger Agreement has been consummated.

"MORTGAGE" means the Mortgage, Security Agreement and Assignment of
Leases and Rents dated as of December __, 1997 made by Property Partnerships in
favor of the Administrative Agent.

"MORTGAGED PROPERTY" means the real property, buildings and other
improvements thereon listed on SCHEDULE I.

"MULTIEMPLOYER PLAN" means a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by Borrower and
which is covered by Title IV of ERISA.

"NOTE" has the meaning set forth in SECTION 2.04.

"NOTICE OF BORROWING" shall have the meaning set forth in SECTION
2.01.

"OBLIGATIONS" means the unpaid principal of and interest on the Note
and all other obligations and liabilities of Borrower to the Administrative
Agent or Lender, whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter incurred, which may arise under, out of,
or in connection with, this Agreement, the Note, the other Credit Facility
Documents or the Existing Credit Facility Documents, or any other document made,
delivered or given in connection with therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, after the occurrence of

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<PAGE>

a Default or Event of Default, all reasonable fees and disbursements of counsel
to the Administrative Agent or any Lender) or otherwise.

"OPERATING PARTNERSHIP" means Cali Realty, L.P., a Delaware limited
partnership.

"OPERATING PARTNERSHIP PLEDGE AGREEMENT" means the pledge agreement
dated November 1, 1996 as amended by the Modification to Revolving Credit
Facility Agreement and Other Credit Facility Documents dated August 12, 1997,
among the Operating Partnership, the lenders party thereto and the
Administrative Agent, as the same may be amended, supplemented or otherwise
modified from time to time.

"PARTICIPANT" has the meaning set forth in SECTION 11.06(B).

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"PERSON" means any individual, corporation, company, division of a
corporation, voluntary association, partnership, limited liability company,
joint venture, trust, association, estate, unincorporated organization or
government (or any agency, instrumentality or political subdivision thereof).

"PLAN" means an employee benefit or other plan established or
maintained by Borrower that is covered by Title IV or ERISA, other than a
Multiemployer Plan.

"PLEDGED PARTNERSHIP INTERESTS" means a 99% limited partnership
interest owned by the Operating Partnership in Holdings (as defined in the
Existing Credit Facility Documents) and a 99% limited partnership interest
owned by the Operating Partnership in each of the UREs (as defined in the
Existing Credit Facility Documents), all to be pledged to the Administrative
Agent as security for the Obligations pursuant to the Operating Partnership
Pledge Agreement.

"PLEDGED STOCK" means 100% of the issued and outstanding capital stock
of the G.P. Subs owned by the Company to be pledged to the Administrative Agent
as security for the Obligations pursuant to the Cali Pledge Agreement.

"POST-DEFAULT RATE" means, in respect of any principal of or interest
on any Loan or any other amount whatsoever payable by Borrower under this
Agreement or the Note that is not paid when due (whether at stated maturity, by
acceleration, by optional or mandatory prepayment or otherwise), a rate per
annum during the period from and including the due date of such amount to but
excluding the date on which such amount is paid in full (after as well as before
judgment) equal to 300 basis points in excess of the Interest-Rate.

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<PAGE>

"PRO FORMA CLOSING DATE BALANCE SHEET" shall mean the PRO FORMA
balance sheet of the Company and its Subsidiaries, as provided in the Prospectus
dated November 10, 1997, prepared by a Responsible Officer of Cali, giving
effect to the transactions thereunder, and certified by such Responsible Officer
that such PRO FORMA balance sheet was prepared in good faith, represents the
Company's best estimate of the information set forth therein, is based upon
reasonable assumptions and all relevant information available to Cali, and such
balance sheet has not changed except for the Loan.

"PROPERTY" means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

"PROPERTY PARTNERSHIP" has the meaning set forth in the recitals
hereto.

"PROPERTY RELEASE" shall have the meaning set forth in SECTION 2.06.

"PRUDENTIAL" shall mean The Prudential Insurance Company of America or
any of its Affiliates.

"PSC" means Prudential Securities Credit Corporation.

"REFERENCE BANKS" initially shall be Bank of Tokyo Ltd., Barclay's
Bank, plc, National Westminster Bank plc, and Bankers Trust Company. Each
Reference Bank shall (a) be a leading bank engaged in transactions in Eurodollar
deposits in the international Eurocurrency market, and (b) have an established
place of business in London. If any such Reference Bank should be unwilling or
unable to act as such, or if any Reference Bank in any other way fails to meet
the qualifications of a Reference Bank, the Administrative Agent shall designate
alternative Reference Banks meeting the criteria specified in this paragraph.
The Administrative Agent shall have no liability or responsibility to any Person
for: (1) the selection of any Reference Bank for purposes of determining the
LIBOR Base Rate; (ii) the inability to retain at least four Reference Banks that
is caused by circumstances beyond its reasonable control; (iii) the selection of
any New York or European banks pursuant to clause (a)(ii) of the definition of
"LIBOR BASE RATE" for purposes of determining the LIBOR Base Rate; or (iv) the
inability to select such New York or European banks that is caused by
circumstances beyond its reasonable control.

"REGISTER" has the meaning set forth in SECTION 11.06(D).

"REGULATIONS D, G, T, U AND X" mean, respectively, Regulations D, G,
T, U and X of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from time
to time.

"REGULATORY CHANGE" means any change after the date of this Agreement
in federal, state or foreign laws or regulations (including, without limitation,

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<PAGE>

Regulation D) or the adoption or making after such date of any interpretation,
directive, guideline, policy or request applying to a class of banks or other
financial institutions, including the Lenders, of or under any federal, state or
foreign laws or regulations (whether or not having the force of law and whether
or not failure to comply therewith would be unlawful) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof.

"REIT" means a real estate investment trust as defined in the Internal
Revenue Code.

"REIT GROUP" means the Company and all of its Affiliates.

"RELEASE" means any material release, spill, emission, leaking,
pumping, injection deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, including, without limitation,
the movement of Hazardous Substances through ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata.

"REQUIREMENT OF LAW" means, as to any Person, all provisions of any
law, statute, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority of competent jurisdiction, in each case
applicable to or binding upon such Person or any of its Property or to which
such Person or any of its Property is subject.

"RESERVE REQUIREMENT" means, for any Interest Period for Loan, the
average maximum rate at which reserves (including, without limitation, any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by the Administrative Agent (as
determined by the Administrative Agent in its sole discretion) against
"Eurocurrency Liabilities" (as such term is used Regulation D); PROVIDED,
HOWEVER, that allocation of such reserves (if any) to the Loan or the
transactions contemplated hereby shall be in the sole discretion of the
Administrative Agent. Without limiting the effect of the foregoing, the Reserve
Requirement shall include any other reserves required to be maintained by the
Administrative Agent (as determined by the Administrative Agent in its sole
discretion) by reason of any Regulatory Change with respect to (a) any category
of liabilities that includes deposits by reference to which the LIBOR Base Rate
for the Loan is to be determined as provided in the definition of "LIBOR Base
Rate" in this SECTION 1.01 or (b) any category of extensions of credit or other
assets that includes the Loan.

"RESIDENTIAL LEASE" has the meaning set forth in SECTION 8.17.

"RESPONSIBLE OFFICER'' means the chief executive officer, executive
vice president, the president or Controller of Cali or, with respect to
financial matters, the chief financial officer of Cali.

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<PAGE>

"SECURITIES ACT" means the Securities Act of 1933, as from time to
time amended.

"SUBSIDIARY" means, for any Person, any corporation, partnership or
other entity (whether now existing or hereafter organized) of which at least a
majority of the securities or other ownership interests having by the terms
thereof ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions of such corporation, partnership or
other entity (irrespective of whether or not at the time securities or other
ownership interests of any other class or classes of such corporation,
partnership or other entity shall have or might have voting power by reason of
the happening of any contingency) is at the time directly or indirectly owned or
controlled by such Person or one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries of such Person.

"TAXES" means all non-excluded taxes, levies, imposts, duties,
charges, fees, deductions and withholdings, as set forth in SECTION 5.05(A).

"THIRD PARTY" means any Person who guarantees or pledges collateral to
secure the obligations of Borrower under this Agreement.

"TRANSFEREE" means any Participant or assignee as set forth in SECTION
11.06(F).

SECTION 1.02 OTHER DEFINITIONAL PROVISIONS.

(a) Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings specified herein when used in the Note
or the other Credit Facility Documents or any certificate or other document made
or delivered pursuant hereto.

(b) The words "HEREOF","HEREIN" and "HEREUNDER" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Article, Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

(c) The meanings given to terms defined in SECTION 1.01 and in other
provisions of this Agreement shall be equally applicable to both the singular
and plural forms of such terms.

SECTION 1.03 ACCOUNTING TERMS AND DETERMINATIONS.

(a) Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Administrative Agent and the Lender hereunder shall unless otherwise disclosed
to Lender in writing at the time of

13
<PAGE>

delivery thereof) be prepared, in accordance with GAAP consistently applied
throughout the periods involved (except as otherwise noted therein). All
calculations made for the purposes of determining compliance with this Agreement
shall be made by application of GAAP consistently applied throughout the periods
involved (except as otherwise noted therein).

(b) Borrower shall deliver to Lender at the same time as the delivery
of any annual or quarterly financial statement under SECTION 8.01 (i) a
description in reasonable detail of any material variation between the
application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the
preparation of the next preceding annual or quarterly financial statements, and
(ii) reasonable estimates of the difference between such statements arising as a
consequence thereof.

ARTICLE II
COMMITMENTS; LOAN; NOTE; PREPAYMENTS

SECTION 2.01 LOAN. Subject to the terms and conditions of this
Agreement, Lender agrees, to extend credit to Borrower by making a term loan in
Dollars ("LOAN") to Borrower, on the Closing Date, in an aggregate principal
amount of TWO HUNDRED MILLION DOLLARS ($200,000,000). Borrower shall give the
Administrative Agent an irrevocable notice (a "NOTICE OF BORROWING") for the
Loan. The Notice of Borrowing shall be substantially in the form of EXHIBIT C.

SECTION 2.02 FULL RECOURSE. The Obligations, including the Loan
made hereunder, shall be with full recourse to the assets of each constituent
Borrower, the Operating Partnership, and its general partner, Cali.

SECTION 2.03 NOTE.

(a) The Loan made by Lender shall be evidenced by a promissory note
of Borrower payable to Lender in substantially the form of EXHIBIT B, dated the
date hereof, with appropriate insertions as to payee, date and principal amount,
payable to the order of such Lender and in a principal amount equal to
$200,000,000. The outstanding principal balance of the Loan as evidenced by the
Note shall be payable on the Maturity Date, unless the same becomes due and
payable on an earlier date pursuant to the terms hereof. The Note will bear
interest on the outstanding principal balance thereof as set forth in SECTION
3.02 hereof.

(b) The date, amount, interest rate and duration of each Interest
Period of the Loan, and each payment made on account of the principal thereof,
shall be recorded by Lender on its books and, prior to any transfer of the Note,
endorsed by Lender on the schedule attached to and constituting a part of the
Note; PROVIDED, HOWEVER, that the failure of Lender to make any such recordation
or endorsement shall not affect the obligations of Borrower to make any payment
when due hereunder;

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PROVIDED FURTHER, HOWEVER, that any such recordation or endorsement shall
constitute PRIMA FACIE evidence of the accuracy of the information so recorded
absent manifest error.

SECTION 2.04 OPTIONAL PREPAYMENTS. (a) Subject to SECTIONS 4.04 AND
5.04, Borrower shall have the right to prepay the Loan, in whole or in part, at
any time or from time to time without premium or penalty (other than customary
LIBOR breakage costs); PROVIDED, HOWEVER, that Borrower shall give the
Administrative Agent notice of each such prepayment as provided in SECTION 4.04
(and, upon the date specified in any such notice of prepayment, the amount to be
prepaid shall become due and payable hereunder). Partial repayments shall be in
an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in
excess thereof. All prepayments shall be accompanied by accrued but unpaid
interest on the principal amount being prepaid to the date of prepayment.
Amounts repaid may not be reborrowed.

SECTION 2.05 MANDATORY PREPAYMENTS; PERMANENT REDUCTION OF
COMMITMENTS. Subject to SECTIONS 4.04 AND 5.04, in the event of a Change of
Control with respect to the REIT Group, Borrower shall repay the outstanding
principal of the Loan, in full, with, (i) accrued interest and fees and (ii)
customary breakage costs for LIBOR. If Borrower shall receive any proceeds from
loans made by Prudential, other than borrowing under the Existing Credit
Facility Documents or under this Agreement, and Prudential in its sole
discretion requires the Borrower to use the proceeds of such loans to repay the
Loan, then Borrower shall repay the Loan in an amount equal to the aggregate net
proceeds of such loans, with, (i) accrued interest and fees and (ii) customary
breakage costs for LIBOR. All prepayments hereunder shall be accompanied by
accrued but unpaid interest on the principal amount being prepaid to the date of
prepayment.

SECTION 2.06 RELEASE OF MORTGAGED PROPERTY. Borrower may obtain the
release of one or more of the Mortgaged Properties (a "PROPERTY RELEASE") from
the lien of this Agreement, the Mortgage and the other Credit Facility
Documents, provided the following conditions are met:

(a) Borrower gives the Administrative Agent at least ten (10)
Business Days prior written notice;

(b) no Event of Default shall have occurred and be continuing as of
the date of such notice and the date of the Property Release;

(c) the Loan outstanding at the time of the Property Release are
reduced by an amount equal to 125% of the Allocated Mortgaged
Property Loan Amount; and

(d) the Administrative Agent shall have determined, in its reasonable
discretion that, after giving effect to the Property Release,

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the Loan amount does not exceed 65% of the value of the Mortgaged
Properties at the time of the Property Release.

ARTICLE III
PAYMENT OF PRINCIPAL AND INTEREST

SECTION 3.01 REPAYMENT OF LOAN. Borrower agrees to repay on the
Maturity Date the aggregate outstanding principal amount of the Loan, together
with all accrued and unpaid interest thereon and all other amounts due under the
Note and the other Credit Facility Documents.

SECTION 3.02 INTEREST.

(a) Borrower agrees to pay interest on the unpaid principal amount of
the Loan for the period from and including the date of such Loan to but
excluding the date such Loan shall be paid in full, for each Interest Period
relating thereto, at a rate per annum (computed on the basis set forth in
SECTION 4.02(a) equal to the Interest Rate for such Loan.

(b) Notwithstanding the foregoing, Borrower hereby promises to pay
interest at the applicable Post-Default Rate on the principal of or interest on
the Loan and on any other amount payable by Borrower hereunder or under the Note
which shall not be paid in full when due (whether at stated maturity, by
acceleration, by mandatory prepayment or otherwise), for the period from and
including the due date thereof to and including the date the same is paid in
full (after as well as before judgment).

(c) Accrued interest on the Loan shall be payable on the Interest
Payment Date; PROVIDED, HOWEVER, that interest payable at the Post-Default Rate
shall be payable from time to time on demand.

SECTION 3.03 INTEREST ADJUSTMENTS.

(a) If the provisions of this Agreement or the Note would at any time
require payment by Borrower to Lender of an amount of interest in excess of the
maximum amount then permitted by the law applicable to the Loan, the interest
payments to Lender shall be reduced to the extent necessary so that Lender shall
not receive interest in excess of such maximum amount. If, as a result of the
foregoing, Lender shall receive interest payments hereunder or under the Note in
an amount less than the amount otherwise provided hereunder, such deficit
(hereinafter called the "INTEREST DEFICIT") will, to the fullest extent
permitted by Requirements of Law, cumulate and will be carried forward (without
interest) until the termination of this Agreement. Interest otherwise payable
to Lender hereunder and under the Note for any subsequent period shall be
increased by the maximum amount of the Interest Deficit

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that may be so added without causing Lender to receive interest in excess of the
maximum amount then permitted by the law applicable to the Loan.

(b) The amount of the Interest Deficit relating to the Loan shall be
paid in full at the time of any optional prepayment by Borrower to Lender
pursuant to SECTIONS 2.05 OR 2.06. The amount of the Interest Deficit relating
to the Loan at the time of any complete payment of the Loan at that time
outstanding (other than an optional prepayment thereof pursuant to SECTION 2.05
or mandatory prepayment pursuant to SECTION 2.06) shall be canceled and not
paid.

ARTICLE IV
PAYMENTS AND COMPUTATIONS

SECTION 4.01 PAYMENTS.

(a) All payments (including prepayments) to be made by Borrower
hereunder and under the Note, whether on account of principal, interest, fees or
otherwise, shall be made without deduction, set off or counterclaim and shall be
made prior to 12:00 Noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lender, at the Administrative
Agent's office specified in SECTION 11.02, in Dollars and in immediately
available funds. If any payment on the Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day.

(b) Lender may (but shall not be obligated to) debit the amount of
any payment that is not made when due to any ordinary deposit account of the
Borrower with Lender.

SECTION 4.02 COMPUTATIONS.

(a) Interest shall be computed on the basis of a year of 360 days and
the actual number of days elapsed in each Interest Period occurring in the
period for which payable. Other amounts owing hereunder shall be computed on
the basis of a year of 360 days and the actual number of days elapsed in each
Interest Period occurring in the period for which payable. The Administrative
Agent shall as soon as practicable notify Borrower of each determination of a
Interest Rate. Any change in the interest rate on the Loan resulting from a
change in the Reserve Requirement shall become effective as of the opening of
business on the day on which such change becomes effective. The Administrative
Agent shall as soon as practicable notify Borrower of the effective date and the
amount of each such change in interest rate.

(b) The establishment of the LIBOR Base Rate on each LIBOR
Determination Date by the Administrative Agent and the Administrative Agent's

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calculation of the rate of interest for the related Interest Period shall (in
the absence of manifest error) be final and binding on Borrower and Lender. The
Administrative Agent shall make available the then current LIBOR Base Rate to
any Lender upon request. Furthermore, the Administrative Agent shall promptly
send written notice of its determination of the LIBOR Base Rate to Borrower
prior to the close of business on each LIBOR Determination Date.

SECTION 4.03 MINIMUM AMOUNTS. Except for mandatory prepayments made
pursuant to SECTION 2.06 and prepayments made pursuant to SECTION 5.03, each
partial prepayment of principal of the Loan shall be in an aggregate principal
amount at least equal to $1,000,000 or in multiples of $500,000 in excess
thereof.

SECTION 4.04 CERTAIN NOTICES. Written or telephonic (promptly
confirmed in writing) notices by Borrower of optional prepayments of the Loan
shall be irrevocable and shall be effective only if received by the
Administrative Agent not later than 10:00 a.m., New York time, ten (10) Business
Days prior to the date of the relevant prepayment or the first day of such
Interest Period. Each such notice of optional prepayment shall specify the
amount (subject to SECTION 4.03) of the Loan to be prepaid and the date (which
shall be a Business Day) of such proposed prepayment.

SECTION 4.05. SET-OFF. In addition to any rights and remedies of
Lender provided by law, Lender shall have the right, if an Event of Default
shall have occurred and be continuing, without prior notice to Borrower, any
such notice being expressly waived by Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by Borrower hereunder
or under the Note (whether at the stated maturity, by acceleration or otherwise)
to set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Lender or any branch or agency thereof to or for the credit
or the account of Borrower. Lender agrees promptly to notify Borrower and the
Administrative Agent after any such set-off and application made by Lender;
PROVIDED, HOWEVER, that the failure to give such notice shall not affect the
validity of such set-off and application.

ATICLE V
YIELD PROTECTION, ETC.

SECTION 5.01 ADDITIONAL COSTS.

(a) Borrower shall pay directly to the Administrative Agent for the
account of Lender from time to time such amounts as Lender may (in its sole
judgment) determine to be necessary to compensate Lender for any costs that
Lender determines are attributable to its making or maintaining of the Loan or
its obligation to make the Loan hereunder, or any reduction in any amount
receivable by Lender

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hereunder in respect of any of the Loan or such obligation (such increases in
costs and reductions in amounts receivable being herein called "ADDITIONAL
COSTS"), resulting from any Regulatory Change that:

(i) subjects Lender to, or increases the net amount of, any tax,
levy, impost, duty, charge, fee, deduction or withholding with respect to
the Loan, or changes the basis of taxation of any amounts payable to Lender
under this Agreement or the Note in respect of any of the Loan (other than
taxes imposed on or measured by the overall net income of Lender or of the
Applicable Lending Office for any of the Loan by the jurisdiction in which
Lender has its principal office or such Applicable Lending Office) and
other than changes generally affecting the manner in which the income of
the Lender or its Applicable Lending Office is subjected to taxation;

(ii) imposes, modifies or deems applicable any reserve, deposit or
similar requirements (other than the Reserve Requirement utilized in the
determination of the LIBOR Rate for such Loan) relating to any extensions
of credit or other assets of, or any deposits with or other liabilities of,
the Lender (including, without limitation, any of the Loan or any deposits
referred to in the definition of "LIBOR Base Rate" in SECTION 1.01; or

(iii) imposes any other condition affecting this Agreement or the
Note (or any of such extensions of credit or liabilities).

If Lender requests compensation from Borrower under this SECTION 5.01(A),
Borrower may, by notice to the Administrative Agent (who shall forward it to the
Lender), (A) suspend the obligation of Lender thereafter to make the Loan, until
the Regulatory Change giving rise to such request ceases to be in effect (in
which case the provisions of SECTION 5.03 shall be applicable), PROVIDED,
HOWEVER, that such suspension shall not affect the right of Lender to receive
the compensation so requested, or (B) prepay the Loan in full (subject always to
SECTION 5.04).

(b) Without limiting the effect of the provisions of SECTION 5.01(A),
in the event that, by reason of any Regulatory Change, Lender either (i) incurs
Additional Costs based on or measured by the excess above a specified level of
the amount of a category of deposits or other liabilities of the Lender that
includes deposits by reference to which the interest rate on the Loan is
determined as provided in this Agreement or a category of extensions of credit
or other assets of Lender that includes the Loan, or (ii) becomes subject to
restrictions on the amount of such a category of liabilities or assets that it
may hold, then, if Lender so elects by notice to Borrower (with a copy to the
Administrative Agent), the obligation of Lender to make the Loan hereunder shall
be suspended until such Regulatory Change ceases to be in effect (in which case
the provisions of SECTION 5.03 shall be applicable).

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<PAGE>

(c) Without limiting the effect of the foregoing provisions of this
SECTION 5.01 (but without duplication), Borrower shall pay from time to time on
request such amounts as Lender may determine to be necessary to compensate
Lender for any costs that it determines are attributable to maintenance by
Lender (or any Applicable Lending Office) or the Lender's holding company,
pursuant to any law, rule or regulation or any interpretation, guideline,
directive or request (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful) of any court or governmental or
monetary authority (i) following any Regulatory Change, or (ii) implementing any
risk-based capital guideline or other requirement (whether or not having the
force of law and whether or not the failure to comply therewith would be
unlawful) heretofore or hereafter issued by any government or governmental or
supervisory authority implementing at the national level the Basle Accord, of
capital in respect of the Loan (such compensation to include, without
limitation, an amount equal to any reduction of the rate of return on assets or
equity of the Lender (or any Applicable Lending Office) or Lender's holding
company to a level below that which Lender (or any Applicable Lending Office)
or the Lender's holding company could have achieved but for such law,
regulation, interpretation, directive or request). For purposes of this SECTION
5.01(C), "Basle Accord" shall mean the proposals for risk-based capital
framework described by the Basle Committee on Banking Regulations and
Supervisory Practices in its paper entitled "International Convergence of
Capital Measurement and Capital Standards," dated July 1988, as amended,
modified and supplemented and in effect from time to time or any replacement
thereof.

(d) The Administrative Agent shall notify Borrower of any event
occurring after the date of this Agreement entitling Lender to compensation
under SECTION 5.01(A) or 5.01(C) as promptly as practicable after the
Administrative Agent obtains actual knowledge thereof. Lender will designate a
different Applicable Lending Office for the Loan affected by such event if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the sole opinion of Lender, be materially disadvantageous to
Lender; PROVIDED, HOWEVER, that Lender shall have no obligation to designate an
Applicable Lending Office located in the United States of America. Lender will
furnish to Borrower (through the Administrative Agent) a certificate setting
forth the basis and amount of each request by Lender for compensation under
SECTION 5.01(A) or 5.01(C). Determinations and allocations by Lender for
purposes of this SECTION 5.01 of the effect of any Regulatory Change pursuant to
SECTION 5.01(A) or SECTION 5.01(B), or of the effect of capital maintained
pursuant to SECTION 5.01(C), on its costs or rate of return of maintaining the
Loan or its obligation to make the Loan, or on amounts receivable by it in
respect of the Loan, and of the amounts required to compensate Lender under this
SECTION 5.01, shall be conclusive and binding on the Borrower in the absence of
manifest error; PROVIDED, HOWEVER, that such determinations and allocations are
made on a reasonable basis. Borrower shall pay to the Administrative Agent, for
the account of Lender, the amounts shown as due on any such certificate within
ten (10) Business Days after its receipt of the same. No failure on the part of
Lender to demand compensation under paragraph (a) or (c) above on any one
occasion shall constitute a waiver of its rights to

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<PAGE>

demand compensation on any other occasion. The protection of this Section shall
be available to Lender regardless of any possible contention of the invalidity
or inapplicability of any law, regulation or other condition which shall give
rise to any demand by such Lender for compensation thereunder. This covenant
shall survive the termination of this Agreement and the payment of the Note and
all other amounts payable hereunder.

SECTION 5.02 ILLEGALITY. Notwithstanding any other provision of
this Agreement, if any change after the date hereof in Applicable law, guideline
or order, or in the interpretation thereof by any Governmental Authority charged
with the administration thereof, shall make it unlawful for Lender to honor its
obligations to make, maintain the Loan hereunder, then the Lender shall promptly
notify Borrower and the Administrative Agent thereof and Lender's obligation to
make, maintain the Loan shall be suspended until such time as Lender may again
make and maintain the Loan (in which case the provisions of SECTION 5.03 shall
be Applicable).

SECTION 5.03 TREATMENT OF AFFECTED LOAN. If the obligation of
Lenders to make the Loan shall be suspended pursuant to SECTION 5.01 or 5.02,
Borrower may, by notice to Lender as provided in SECTION 4.04, elect to prepay
the Loan in full (subject always to SECTION 5.04).

SECTION 5.04 COMPENSATION.

(a) Borrower shall pay to Lender, upon the request of Lender, such
amount or amounts as shall be sufficient (in the reasonable opinion of Lender)
to compensate it for any loss, cost or expense that Lender determines is
attributable to any payment or mandatory or optional prepayment of the Loan for
any reason (including, without limitation, the acceleration of the maturity of
the Loan pursuant to ARTICLE IX) on a date other than the last day of an
Interest Period for the Loan.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount as reasonably determined by Lender equal to the excess, if
any, of (A) the amount of interest, computed at a rate equal to the LIBOR Base
Rate, that otherwise would have accrued on the principal amount so paid, prepaid
or not borrowed for the period from the date of such payment, prepayment, or
failure to borrow to the last day of the then current Interest Period for the
Loan at the applicable rate of interest for the Loan provided for herein over
(B) the amount of interest that would have accrued for such period on such
principal amount at a rate per annum equal to the interest component of the
amount the Lender would have bid in the London interbank market for Dollar
deposits of leading banks in amounts comparable to such principal amount and
with maturities comparable to such period (as reasonably determined by the
Lender). Lender shall deliver to Borrower from time to time one or more
certificates setting forth the amount of such loss (and in reasonable detail the
manner of computation thereof) as determined by Lender, which certificates shall
be conclusive absent manifest error.

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<PAGE>

(b) If Borrower fails to prepay the Loan on the date specified in any
prepayment notice delivered pursuant to SECTION 2.05 or 2.06, Borrower on demand
by Lender shall pay to the Administrative Agent for the account of Lender any
amounts required to compensate Lender for any loss incurred by Lender as a
result of such failure to prepay, including, without limitation, any loss, cost
or expenses incurred by reason of the acquisition of deposits or other funds by
Lender to fulfill deposit obligations incurred in anticipation of such
prepayment. Lender shall deliver to Borrower and the Administrative Agent from
time to time one or more certificates setting forth the amount of such loss (and
in reasonable detail the manner of computation thereof) as determined by Lender,
which certificates shall be conclusive absent manifest error.

SECTION 5.05 WITHHOLDING TAXES.

(a) Unless otherwise provided in this SECTION 5.05, all payments made
by Borrower under this Agreement and the Note shall be made free and clear of,
and without deductions or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding, in the case of
the Administrative Agent and Lender, net income taxes and franchise taxes and
other taxes based upon net income imposed on the Administrative Agent or Lender,
as the case may be (all such non-excluded taxes, levies, imposts, dudes,
charges, fees, deductions and withholdings being hereinafter called "Taxes").
Subject to clauses (b) through (e) of this SECTION 5.05, if any Taxes are
required to be withheld from any amounts payable to the Administrative Agent or
Lender, the amounts so payable to the Administrative Agent or Lender shall be
increased to the extent necessary to ensure that (after payment of all Taxes and
any other taxes including income taxes payable by the Administrative Agent or
Lender by reason of the receipt of such increased amount in any jurisdiction in
which the Administrative Agent or Lender is subject to tax) the Administrative
Agent or Lender receives an amount equal to the sum it would have received had
no such withholding been required. Whenever any Taxes are so required to be
withheld by Borrower, as promptly as possible thereafter it shall pay such Taxes
to the relevant Governmental Authority and send to the Administrative Agent, for
its own account or for the account of Lender as the case may be, a certified
copy of an original official receipt received by Borrower showing payment
thereof. If Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, Borrower shall (in addition to the
foregoing) indemnify the Administrative Agent or Lender for any incremental
taxes, interest or penalties that may become payable by the Administrative Agent
or Lender as a result of any such failure.

(b) The Administrative Agent and Lender shall, prior to the Closing
Date or (if later) the date of the initial Loan for the Lender, deliver to
Borrower and the Administrative Agent (i) two copies of a statement that it is
incorporated under the laws of the United States or a state thereof, containing
such information as is required

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<PAGE>

by U.S. Treasury Regulation Section l.1441-5(b), together with two duly
completed copies of Internal Revenue Service Form W-9 (or successor forms), or
(ii) if Lender is not incorporated under the laws of the United States or a
state thereof (A) two duly completed copies of United States Internal Revenue
Service Form 1001 (and Form 8306 if required by applicable law) or 4224 or
successor applicable form, as the case may be, and (B) Internal Revenue Service
Form W-8 or W-9 or successor applicable form. The Administrative Agent and
Lender also agree to deliver to Borrower and (in the case of a Lender) the
Administrative Agent two further copies of the said Form 1001 (and Form 8306 if
required by applicable law) or 4224 and Form W-8 or W-9, or successor applicable
forms or other statement, form or manner of certification, as the case may be,
on or before the date that any such statement, form or other certification
expires or becomes obsolete or after the occurrence of any event requiring a
change in or addition to the most recent statement, form or other certification
previously delivered by it to Borrower, and such extensions or renewals thereof
as may reasonably be requested by Borrower or the Administrative Agent, unless
in any such case any change in treaty, law or regulation has occurred after the
Initial Date with respect to Lender and prior to the date on which any such
delivery would otherwise be required which renders all such statements, forms or
other certifications inapplicable or which would prevent Lender from duly
completing and delivering any such statement, form or other certification with
respect to it and Lender so advises Borrower and the Administrative Agent. The
Administrative Agent and the Lender, as the case may be, shall certify (1) in
the case of a Form 1001 or 4224, that it is entitled to receive payments from
Borrower under this Agreement without deduction or withholding of any United
States federal income taxes, (2) in the case of a Form W-8 or W-9, that it is
entitled to an exemption from United States backup withholding tax, and (3) in
the case of a Form 8306, that is a bona fide resident of the relevant foreign
country.

(c) If the Administrative Agent or Lender receives a refund in
respect of Taxes (whether directly or by way of offset) paid by Borrower (for
which Borrower has made additional payments pursuant to SECTION 5.05(A) to the
Administrative Agent or such Lender, as the case may be), it shall promptly pay
such refund to the Borrower; PROVIDED, HOWEVER, that Borrower agrees to promptly
return such refund to the Administrative Agent or Lender, as the case may be,
after it receives notice from Lender that it is required to repay such refund.

(d) Borrower shall have no obligation to pay additional amounts
pursuant to clause (a) of this SECTION 5.05 to the Administrative Agent or
Lender with respect to Taxes to the extent that such Taxes or additional amounts
result from (i) the failure of Lender or the Administrative Agent to comply with
its obligations or agreements under this SECTION 5.05, or (ii) any
representation or warranty made in any certificate or otherwise by Lender or the
Administrative Agent pursuant to this SECTION 5.05 proving to have been
incorrect in any material respect when made.

(e) The agreements in this SECTION 5.05 shall survive the termination
of this Agreement and the payment of all obligations payable hereunder.

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<PAGE>

(f) Each assignee of Lender's interest in this Agreement in
conformity with SECTION 11.06 shall be bound by this SECTION 5.05, so that such
assignee will have all of the obligations and provide all of the forms and
statements and all indemnities, representations and warranties required to be
given under this SECTION 5.05.

SECTION 5.06 INDEMNITY. Borrower agrees to indemnify Lender and to
hold Lender harmless from any loss or expense which Lender may sustain or incur
as a consequence of (a) default by Borrower in making any prepayment after
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (b) the making of a prepayment on a day which is not the last day
of an Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest which would
have accrued on the amount so prepaid, or not so borrowed, for the period from
the date of such prepayment or of such failure to borrow to the last day of such
Interest Period (or, in the case of a failure to borrow, the Interest Period
that would have commenced on the date of such failure) in each case at the
applicable rate of interest for the Loan provided for herein (excluding,
however, the Applicable Margin included therein, if any), over (ii) the amount
of interest (as reasonably determined by such Lender) which would have accrued
to Lender on such amount by placing such amount on deposit for a comparable
period with leading lenders in the interbank eurodollar market. This covenant
shall survive the termination of this Agreement and the payment of the Note and
all other amounts payable hereunder.

SECTION 5.07 DUTY TO MITIGATE.

(a) Lender agrees that, as promptly as practicable after it becomes
aware of the occurrence of an event or the existence of a condition that has
caused it to be affected under SECTION 5.01, 5.02 or 5.05, Lender shall give
notice thereof to Borrower and, to the extent so requested by Borrower and not
inconsistent with Lender's internal policies, Lender shall use reasonable
efforts (including reasonable efforts to change the office in which it is
booking the relevant Loan) to materially reduce any amounts which might
otherwise be payable pursuant to SECTION 5.01, 5.02 or 5.05; PROVIDED, HOWEVER,
that such efforts shall not cause the imposition on Lender of any additional
costs or legal or regulatory burdens deemed by Lender to be material or
otherwise reasonably expected by Lender to be materially disadvantageous to it.

(b) If such reasonable efforts pursuant to SECTION 5.07(A) are
insufficient to eliminate the amounts which are payable pursuant to SECTION
5.01, 5.02 or 5.05, as the case may be, then Borrower may (but subject in any
such case to the payments required by SECTION 5.04), provided that there shall
exist no Default or Event of Default, upon at least five (5) Business Days'
prior written or telephonic notice to Lender and the Administrative Agent,
identify to the Administrative Agent a lending institution (which may be a
Lender) to purchase Lender's outstanding Loan hereunder and, subject to the
approval of the Administrative Agent (which approval shall not be

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<PAGE>

unreasonably withheld) and such alternate lending institution, Lender shall
transfer its Loan owing to such Lender and the Note held by such Lender to such
alternate lending institution (at a price not in excess of par) pursuant to the
provisions of SECTION 11.06(C) and such alternate lending institution shall
become a Lender hereunder. At the time of the assignment, the Borrower shall
pay all accrued interest and all other amounts (including, without limitation,
all amounts payable under SECTION 5.01) owing hereunder to the assigning Lender.

ARTICLE VI
CONDITIONS PRECEDENT

SECTION 6.01 CONDITIONS TO THE LOAN. The obligation of Lender to
make the Loan requested to be made by it is subject to the satisfaction, prior
to or concurrently with the making of such Loan, of the following conditions
precedent:

(a) CREDIT FACILITY DOCUMENTS. The Administrative Agent shall have
received (i) this Agreement, executed and delivered on behalf of each
constituent Borrower by a Responsible Officer of Cali; (ii) for the account of
Lender, the Note conforming to the requirements hereof and executed on behalf of
each constituent Borrower by a Responsible Officer of Cali; (iii) the Mortgage,
the Assignment of Leases and the Financing Statements, executed, notarized
(where applicable) and delivered on behalf of each Property Partnership by a
Responsible Officer of Cali; and (iv) the Environmental Indemnity, executed and
delivered by a Responsible Officer of Cali.

(b) RECORDING OF MORTGAGE, ASSIGNMENT OF LEASES AND FINANCING
STATEMENTS. Borrower shall cause the executed Mortgage, Assignment of Leases
and Financing Statements to be filed, registered or recorded in such manner and
in such places as may be required by any present or future law in order to
publish notice of and protect the Lender's interest in and lien or security
interest upon the Mortgaged Property. Except where otherwise prohibited by law,
Borrower will pay all filing, registration or recording fees, and all expenses
incident to the preparation, execution, acknowledgment, and recording of the
Mortgage, any security instrument with respect to the Mortgaged Property, any
instrument of further assurance and all federal, state, county and municipal,
taxes, duties, imposts, assessments and charges arising out of or in connection
with the same. Borrower shall hold harmless and indemnify Lender, its
successors and assigns, against any liability incurred by reason of the
imposition of any tax on the making and recording of the Mortgage.

(i) a copy of the Operating Partnership's certificate of limited
partnership, certified as of a recent date by the Secretary of State of
Delaware,

25
<PAGE>

together with copies of any agreements entered into by the Operating
Partnership governing the terms or relative rights of its partnership
interests;

(ii) a certificate of such Secretary of State, dated as of a recent
date, as to the good standing of and payment of taxes by the Operating
Partnership which lists the organizational documents on file in the office
of such Secretary of State;

(iii) a certificate, dated as of a recent date, as to the good
standing of the Operating Partnership issued by the Secretary of State of
each jurisdiction in which the Operating Partnership is required to be
qualified as a foreign partnership;

(iv) a copy of Cali's certificate of incorporation, including all
amendments thereto, certified as of a recent date by the Secretary of State
of Maryland;

(v) a certificate of such Secretary of State, dated as of a recent
date, as to the good standing of and payment of taxes by Cali which lists
the organizational documents on file in the office of such Secretary of
State;

(vi) a certificate of the Secretary or Assistant Secretary of Cali,
dated the Closing Date, and certifying (A) that attached thereto is a true
and complete copy of the partnership agreement of the Operating Partnership
as in effect on the date of such certification, (B) that attached thereto
is a true and complete copy of the bylaws of Cali as in effect on the date
of such certification, (C) that attached thereto is a true and complete
copy of resolutions adopted by the board of directors of Cali authorizing
the borrowing hereunder, the execution, delivery and performance in
accordance with their respective terms of this Agreement, the Mortgage, the
Note to be executed by Borrower, the other Credit Facility Documents and
any other documents required or contemplated hereunder or thereunder, (D)
that the certificate of limited partnership of the Operating Partnership
has not been amended since the date of the last amendment thereto indicated
on the certificate of the Secretary of State furnished pursuant to clause
(i) above, except to the extent specified in such Secretary's certificate,
(E) that the certificate of incorporation of Cali has not been amended
since the date of the last amendment thereto indicated on the certificate
the Secretary of State furnished pursuant to clause (iv) above, except to
the extent specified in such Secretary's certificate, (F) that attached
thereto is a true and complete copy of the Merger Agreement as in effect on
the date of such certification and (G) as to the incumbency and specimen
signature of each officer of Cali executing this Agreement, the Mortgage,
the Note, the other Credit Facility Documents or any other document
delivered by the Operating Partnership in connection herewith or therewith
(such certificate to contain a

26
<PAGE>

certification by another officer of Cali as to the incumbency and signature
of the officer signing the certificate referred to in this clause (iv)).

(d) LEGAL OPINIONS. The Administrative Agent shall have received the
executed legal opinion of Pryor, Cashman, Sherman & Flynn, counsel to the
Borrower, which legal opinion shall cover such matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

(e) FEDERAL RESERVE REGULATIONS. The Administrative Agent shall be
satisfied that the provisions of Regulations G, T, U and X of the Board of
Governors of the Federal Reserve System will not be violated by the transactions
contemplated hereby.

(f) LITIGATION. No litigation shall be pending or threatened which
would be likely to materially and adversely affect the assets, operations,
business, condition, financial or otherwise, or prospects of Borrower and its
Subsidiaries, taken as a whole, or which could reasonably be expected to
materially adversely affect the ability of Borrower to fulfill its Obligations
hereunder or otherwise materially impair the interests in respect thereof of the
Administrative Agent.

(g) OFFICER'S CERTIFICATE. The Administrative Agent shall have
received a certificate of a Responsible Officer of Cali dated the Closing Date,
(i) to the effect set forth in clauses (i), (j) and (k) of this SECTION 6.01,
(ii) as to the solvency of Cali and the Operating Partnership, (iii) stating
that there have been no material changes to the Pro Forma Closing Date Balance
Sheet, except such changes as would result from the making of the Loan on the
Closing Date, (iv) stating that all other conditions precedent to the borrowing
of the Loan are satisfied, and (v) such other matters as the Administrative
Agent may reasonably request.

(h) MATERIAL CHANGES. There shall not have been any material and
adverse change with respect to the business, operations, condition or
prospective condition (financial or otherwise), or liabilities of Cali or the
Operating Partnership.

(i) DEFAULT. There shall not be any Default (as defined in the
Mortgage) or Event of Default (as defined in the Mortgage) under the Mortgage.

(j) EVENTS OF DEFAULT. There shall not have occurred and be
continuing any Default or Event of Default under this Agreement on the date of
making the Loan or after making the Loan.

(k) REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties made by Borrower in ARTICLE VII or in or pursuant to any Credit
Facility Document qualified as to materiality shall be true and correct in all
respects and those not so qualified shall be true and correct in all material
respects, in each case on and as

27
<PAGE>

of the date of the making of such Loan with the same force and effect as if made
on and as of such date.

(l) SECURITY. All Obligations under this Agreement, shall be secured
at all times by (i) a perfected first priority pledge by (x) the Operating
Partnership, pursuant to the Operating Partnership Pledge Agreement, in the
Pledged Partnership Interests described therein and (y) Cali, pursuant to the
Cali Pledge Agreement, in the Pledged Stock described therein, and (ii) a
perfected mortgage lien by the Borrower, pursuant to the Mortgage, in and to the
Mortgaged Property .

(m) AMENDMENT TO EXISTING CREDIT FACILITY DOCUMENTS. The Existing
Credit Facility Documents shall be amended so that all Obligations, including
the Loan under this Agreement, shall become Obligations under the Existing
Credit Facility Documents.

(n) GOVERNMENTAL AND THIRD PARTY APPROVALS. All material
governmental and third party approvals necessary in connection with the
transactions contemplated hereby and the continuing operations of Cali shall
have been obtained and be in full force and effect, and all applicable waiting
periods shall have expired without any action being taken or threatened by any
government authority which would restrain, prevent or otherwise impose adverse
conditions on the transactions contemplated hereby.

(o) NO INJUNCTIONS. No injunction, temporary restraining order or
other similar relief shall have been issued and remain in effect against Cali or
Borrower with respect to the transactions contemplated hereby.

(p) FINANCIAL STATEMENTS. Lender shall have received the audited
consolidated balance sheet of Cali and Mack for the fiscal year ended December
31, 1996, and the related consolidated and consolidating statement of
operations, in each case prepared in accordance with GAAP;

(i) Lender shall have received the unaudited
consolidated and consolidating balance sheet of Cali, Mack
and the Company for the fiscal quarter ended September 30,
1997, the related consolidated statements of operations, of
stockholder's equity and of cash flows, and the related
consolidating statement of operations, in each case prepared
in accordance with GAAP (subject to normal year-end audit
adjustments);

(ii) Lender shall have received the Pro Forma
Closing Date Balance Sheet;

28
<PAGE>

(iii) Lender shall have received individual
operating statements, satisfactory to Lender, for each of
the Mortgaged Properties for fiscal years ended December 31,
1995, December 31, 1996 and nine months ended September 30,
1997;

(iv) Lender shall have received a current detailed
rent roll, dated no later than September 30, 1997, for each
of the Mortgaged Properties containing such information as
may be reasonably requested by Lender;

and each of the foregoing shall be satisfactory in form and
substance to the Administrative Agent and the Lender in their sole discretion.

(q) FINANCIAL MARKETS. There shall not have been any material and
adverse change in the conditions of the financial and capital markets generally;
trading in securities generally on the New York or American Stock Exchanges
shall not have been suspended or materially limited; a general banking
moratorium shall have not been declared by federal or state authorities and a
moratorium in foreign exchange trading by major international banks or persons
shall not have been declared.

(r) MORTGAGED PROPERTY MATTERS. Lender shall have received all
leases relating to property 50,000 square feet or greater;

(i) Lender shall have completed its due diligence
investigations regarding Cali, Mack and the Mortgaged
Properties and Lender shall be satisfied with the results
thereof including but not limited to the site inspection of
each of the Mortgaged Properties;

(ii) Lender shall have received all insurance
certificates required pursuant to Section 8.06 hereof. The
insurance certificates shall be of the type and in the
amount required;

(iii) Lender shall not be obligated to close the
Loan if any condemnation proceedings have been threatened or
commenced against any part of the Mortgaged Properties;

(iv) Lender shall not be obligated to close the
Loan if any of the Mortgaged Properties has been materially
damaged due to fire or other casualty;

29
<PAGE>

(v) Based on Lender's underwriting criteria, in
its sole discretion, the Loan amount shall not be in excess
of 65% of the value of the Mortgaged Properties; and

(vi) Borrower shall also provide evidence,
satisfactory, to Lender, that the Mortgaged Properties
consist of one or more complete and distinct tax parcels.

(s) OTHER DOCUMENTS. The Administrative Agent shall have received
such other documents as the Administrative Agent may reasonably request.

Promptly following the Closing Date, the Administrative Agent shall deliver to
Lender a copy of each document, instrument, agreement and certificate received
by it pursuant to this SECTION 6.01.

(t) CONSUMMATION OF THE MERGER. Upon the consummation of the Merger
the Administrative Agent shall have received:

(i) the Merger Agreement and all other documents related thereto;

(ii) the Assumption Agreement, in substantially the form of Exhibit A
hereto, executed by Mack-Cali Realty, L.P.;

(iii) a copy of Mack-Cali Realty, L.P.'s certificate of limited
partnership, certified as of the Merger Consummation Date by the Secretary
of State of Delaware; and

(iv) a certificate of such Secretary of State as to the good standing
of Mack-Cali Realty, L.P.

ARTICLE VII
REPRESENTATIONS AND WARRANTIES

In order to induce Lender to enter into this Agreement and to make the Loan
provided for herein, Borrower hereby represents and warrants to the
Administrative Agent and the Lender that:

SECTION 7.01 PARTNERSHIP EXISTENCE. The Operating Partnership: (a)
is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Delaware; (b) has all requisite partnership power
and authority, and has all material governmental licenses, authorizations,
consents and approvals, necessary to own its Property and assets and carry on
its business as now being or as proposed to be conducted; (c) is duly qualified
to do business and is in good standing under the laws of each jurisdiction in
which the nature of the business conducted by it

30
<PAGE>

makes such qualification necessary and where failure so to qualify would, in the
reasonable judgment of the Operating Partnership, have a Material Adverse Effect
on the Operating Partnership; and (d) is in compliance with all Requirements of
Law except to the extent that all failures to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Operating Partnership.

SECTION 7.02 FINANCIAL CONDITION.

(a) Cali and Mack have heretofore furnished to Lender their
consolidated balance sheet and statements of income, (i) as of and for the
fiscal year ended December 31, 1996, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended September 30, 1997, certified by their
chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Operating Partnership and its Subsidiaries, as of such dates and
for such periods in accordance with GAAP, subject to year-end audit adjustments
and the absence of footnotes in the case of the statements referred to in clause
(ii) above.

(b) Cali has heretofore furnished to Lender its pro forma
consolidated balance sheet as of September 30, 1997, prepared giving effect to
the transactions as if the transaction had occurred on such date. Such pro
forma consolidated balance sheet (i) has been prepared in good faith, (ii) is
based on the best information available to Cali after due inquiry, (iii)
accurately reflects all adjustment necessary to give effect to the transactions
and (iv) presents fairly, in all material respects, the pro forma financial
position of Cali and its Subsidiaries as of September 30, 1997, as if the
transactions had occurred on such date.

(c) Borrower is not entering into the arrangements contemplated
hereby and by the other Credit Facility Documents, and does not intend to make
any transfer or incur any obligations hereunder or thereunder, with actual
intent to hinder, delay or defraud either present or future creditors. On and
as of the Closing Date, on a pro forma basis after giving effect to all
Indebtedness (including the Loan incurred and Liens created, or to be created,
in connection therewith) (w) Borrower expects that the cash available to
Borrower and its Subsidiaries on a consolidated basis, after taking into account
all other anticipated uses of the cash of such Person (including the payments on
or in respect of debt referred to in clause (y) of this SECTION 7.02(B)), will
be sufficient to satisfy all obligations and liabilities of the Operating
Partnership and its Subsidiaries as they become due; (x) the sum of the present
fair saleable value of the assets of the Operating Partnership and its
Subsidiaries on a consolidated basis will exceed the probable liability of the
Operating Partnership and its Subsidiaries on their debts (including their
Guaranty Obligations); (y) the Operating Partnership and its Subsidiaries on a
consolidated basis will not have incurred and do not intend to, or believe that
they will, incur debts beyond their ability to pay such debts as such debts
mature (taking into account the timing and amounts of cash to be received by
such

31
<PAGE>

Person from any source, and of amounts to be payable on or in respect of debts
of such Person and the amounts referred to in clause (w)); and (z) the Operating
Partnership and its Subsidiaries on a consolidated basis will have sufficient
capital with which to conduct their present and proposed business and the
Property of the Operating Partnership and its Subsidiaries does not constitute
unreasonably smal1 capital with which to conduct their present or proposed
business. For purposes of this SECTION 7.02(B), "DEBT" means any liability on a
claim, and "CLAIM" means (i) right to payment whether or not such right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed (other than those being disputed in good faith), undisputed,
legal, equitable, secured or unsecured, or (ii) right to an equitable remedy for
breach of performance if such breach gives rise to a payment, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured.

SECTION 7.03 LITIGATION. There are no legal or arbitral
proceedings, or any proceedings by or before any governmental or regulatory
authority or agency, now pending or (to the knowledge of Borrower) threatened
against or affecting Borrower, any Subsidiary or any of their Property which, if
adversely determined, would have a Material Adverse Effect on the Borrower or
any Subsidiary or which involve this Agreement or any of the transactions
contemplated thereby

SECTION 7.04 NO BREACH. The execution and delivery of this
Agreement and the other Credit Facility Documents, the consummation of the
transactions herein contemplated and compliance with the terms and provisions
hereof do not and will not conflict with or result in a breach of, or require
any consent or constitute a default under, the certificate of limited
partnership or partnership agreement of the Operating Partnership, any
Requirement of Law, any decree of any court or governmental authority or agency,
or any agreement or instrument to which Borrower is a party or by which it or
any of its Property is bound except any such consent that may have been obtained
prior to the date hereof, and will not result in, or require, the creation or
imposition of any Lien (other than those created pursuant to the Pledge
Agreement) on any of its Property or assets.

SECTION 7.05 PARTNERSHIP POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS. Borrower has all necessary partnership power, authority and legal
right to make, execute, deliver and perform its obligations under this Agreement
and the other Credit Facility Documents; the making and performance by Borrower
of this Agreement and the other Credit Facility Documents have been duly
authorized by all necessary partnership action on its part (including, without
limitation, any required shareholder approvals); and this Agreement, the Pledge
Agreement and the other Credit Facility Documents have been duly and validly
executed and delivered by Borrower and constitute, and the Note when executed
and delivered by Borrower for value will constitute, its legal, valid and
binding obligation, enforceable against Borrower in accordance with its terms,
except as such enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or similar laws of general

32
<PAGE>

applicability affecting the enforcement of creditors' rights, and (b) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

SECTION 7.06 APPROVALS. No authorizations, approvals or consents
of, and no filings or registrations with, any governmental or regulatory
authority or agency or any securities exchange are necessary for the making and
performance by Borrower of this Agreement and the other Credit Facility
Documents or for the legality, validity or enforceability thereof that have not
been made or obtained. There does not exist any judgment, order, injunction or
other restraint issued or filed or hearing seeking injunctive relief or other
restraint pending or noticed with respect to the making of the Loan by Lender,
the performance by Borrower under any of the related documents to which they are
or will be a party or any of the transactions contemplated thereby.

SECTION 7.07 NO DEFAULT. Neither Borrower nor any of its
Subsidiaries is in default under or with respect to any of their Contractual
Obligations in any respect, or with respect to any order, writ, injunction,
decree, rule or regulation of any Governmental Authority, which default could
reasonably be expected to have a Material Adverse Effect on Borrower or its
Subsidiaries. As of the Closing Date, and as of the date of each Loan, no
Default or Event of Default has occurred and is continuing.

SECTION 7.08 OWNERSHIP OF PROPERTY. (a) Borrower and its
Subsidiaries have good record and marketable title in fee simple to, or a valid
leasehold interest in, all its real property, and good title to, or a valid
leasehold interest in, all its other Property, and none of such property is
subject to any Lien other than the Liens created under the Existing Credit
Facility Documents.

(b) Borrower and its Subsidiaries have the right to deed, mortgage,
give, grant a security interest in, bargain, sell, alien, enfeoff, convey,
confirm, pledge, assign and hypothecate the Mortgaged Property and that Borrower
and its Subsidiaries possesses an unencumbered fee estate in the Premises and
Improvements (as defined in the Mortgage) and that it owns the Mortgaged
Property free and clear of all Liens (other than the Lien created by the
Mortgage), whatsoever. Borrower shall forever warrant, defend and preserve such
title and the validity and priority of the lien of the Mortgage to Lender
against claims of all persons whomsoever.

SECTION 7.09 TAXES. Borrower and its Subsidiaries have filed or
caused to be filed all material tax returns which, to the knowledge of Borrower,
are required to be filed by them (or extensions of time to file such returns
have been obtained) and have paid all taxes shown to be due and payable on said
returns or on any assessments made against them or any of their Property and all
other taxes, fees or other charges imposed on them or any of their Property by
any Governmental Authority (other than any the amount or validity of which are
being contested in good faith by

33
<PAGE>

appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of Borrower or its Subsidiaries, as the
case may be); no tax Lien has been filed, and, to the knowledge of Borrower, no
claim is being asserted in writing with respect to any such tax, fee or other
charge which, if foreclosed upon or adversely determined, as the case may be,
would have a Material Adverse Effect on Borrower or its Subsidiaries.

SECTION 7.10 USE OF CREDIT. Borrower is not engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose of purchasing any "margin stock" as such term is defined in
Regulation U. No part of the proceeds of any Loan will be used for "purchasing"
or "carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect
or for any purpose which violates the provisions of Regulations G, T, U or X or
other regulations of the Board of Governors of the Federal Reserve System. If
requested by Lender or the Administrative Agent, Borrower will furnish to the
Administrative Agent and Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-l referred to in said Regulation
U.

SECTION 7.11 ERISA. Borrower and its Subsidiaries is in compliance
in all material respects with the provisions of ERISA and the Internal Revenue
Code applicable to Plans. Each Plan, and, to the knowledge of the Operating
Partnership, each Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects in compliance with, the
applicable provisions of ERISA, the Internal Revenue Code and any other federal
or state law. No event or condition has occurred and is continuing as to which
Borrower or any Subsidiary would be under an obligation to furnish a report to
Lender under SECTION 8.08 hereof. No liability to the PBGC that is material to
Borrower and its Subsidiaries taken as a whole has been, or to the Operating
Partnership's best knowledge is reasonably expected to be, incurred with respect
to any Plan.

SECTION 7.12 INVESTMENT COMPANY ACT. Borrower is not, and will not
during the term of this Agreement be, an "investment company," or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended. Borrower is not subject to regulation under
any foreign, federal, state or local statute or regulation which limits its
ability to incur Indebtedness.

SECTION 7.13 PUBLIC UTILITY HOLDING COMPANY ACT. Borrower is not,
and will not during the term of this Agreement be, a "holding company," or an
"affiliate" of a "holding company" or a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

SECTION 7.14 ENVIRONMENTAL MATTERS. (a) Borrower and its
Subsidiaries has obtained all environmental, health and safety permits, licenses
and other authorizations required under all Environmental Laws to carry on their
business as now

34
<PAGE>

being or as proposed to be conducted, except to the extent failure to have any
such permit, license or authorization would not in the reasonable judgment of
Borrower have a Material Adverse Effect on Borrower or its Subsidiaries taken as
a whole. Each of such permits, licenses and authorizations is in full force and
effect and each of Borrower and its Subsidiaries is in compliance with the terms
and conditions thereof, and is also in compliance with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in any applicable Environmental Law or in any
plan, injunction, notice or demand letter issued, entered, promulgated or
approved thereunder, except to the extent failure to comply therewith would not
in the reasonable judgment of Borrower have a Material Adverse Effect on
Borrower and its Subsidiaries taken as a whole.

(b) To the best of Borrower's knowledge, after due inquiry and
investigation: (a) the Mortgaged Property is not in violation of any local,
state, federal or other governmental authority, statute, ordinance, code, order,
decree, law, rule or regulation pertaining to or imposing liability or standards
of conduct concerning environmental regulation, contamination or cleanup
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, as amended ("CERCLA"), the Resource Conservation
and Recovery Act, as amended ("RCRA"), and any state superlien and environmental
cleanup statutes (collectively, "Environmental Laws"); (b) the Mortgaged
Property is not subject to any private or governmental lien or judicial or
administrative, claim or action relating to hazardous and/or toxic, dangerous
and/or regulated, substances, wastes, materials, pollutants or contaminants,
petroleum, petroleum by-products, friable asbestos, tremolite, anthlophylie or
actinolite or polychlorinated biphenyls (including, without limitation, any raw
materials which include hazardous constituents) and any other substances or
material which are included under or regulated by Environmental Laws
(collectively, "Hazardous Substances"); (c) Except as set forth in the
environmental reports delivered to Lender by Borrower, no Hazardous Substances
are or have been discharged, generated, treated, disposed of or stored on,
incorporated in, or removed or transported from the Mortgaged Property otherwise
than in material compliance with all Environmental Laws and in a manner which
has not led to an unpermitted Release of a Hazardous Substance to the
environment; and (d) Except as set forth in the environmental reports delivered
to Lender by Borrower, no underground storage tanks exist on any of the
Mortgaged Property.

(c) Notwithstanding anything previously disclosed to Lender, so long
as Borrower owns or is in possession of the Mortgaged Property, Borrower shall
keep or cause the Mortgaged Property to be kept in material compliance with all
Environmental Laws and shall notify Lender within five (5) business days after
Borrower becomes aware of the existence of any Release of Hazardous Substances
or the storage of any Hazardous Substance in material violation of any
Environmental Laws with respect to, the Mortgaged Property. Borrower shall
remediate any such Hazardous Substances and/or cure any such material
violations, as required by Environmental Law, promptly after Borrower becomes
aware of same, at Borrower's sole expense. Nothing herein shall prevent
Borrower from recovering such expenses from any other party (excluding

35
<PAGE>

Lender) that may be liable for such violation, removal or cure. If, at any time
and from time to time while this Agreement, the Mortgage and the other Credit
Facility Documents are in effect, Lender has reasonable cause to believe that
Borrower has violated, or permitted any violations, under this Section 7.14,
then Borrower shall provide, at Borrower's sole expense, a report of inspection
or audit of the Mortgaged Property prepared by a qualified hydro-geologist or
qualified environmental engineer approved by Lender indicating the presence or
absence of Hazardous Substances in, violation of Environmental Laws at the
Mortgaged Property or in violation of this Section. If Borrower fails to
provide such inspection or audit report within thirty (30) days after such
request, Lender may order same, and Borrower hereby grants to Lender and its
employees and agents access to the Mortgaged Property to undertake such
inspection or audit. Lender shall provide Borrower with a copy of the
inspection or audit report and the invoice for such report immediately upon
receipt by the Lender. The reasonable cost of such inspection or audit report
prepared by Lender shall be immediately due and payable, shall be added to the
Loan and shall bear interest at the Post-Default Rate from the date expended by
Lender until paid by Borrower. The obligations and liability of Borrower under
this Section 7.14(c) shall survive any termination, satisfaction, or assignment
of this Agreement or the Mortgage and the exercise by Lender of any of its
rights or remedies hereunder, including but not limited to, the acquisition of
the Mortgaged Property by foreclosure or a conveyance in lieu of foreclosure.

SECTION 7.15 TRUE AND COMPLETE DISCLOSURE. The information,
reports, financial statements, exhibits and schedules furnished by or on behalf
of Borrower to Lender in connection with the negotiation, preparation or
delivery of this Agreement or included herein or delivered pursuant hereto, when
taken as a whole, do not contain any untrue statement of material fact or omit
to state any material fact necessary to make the statements herein or therein,
in light of the circumstances under which they were made, not misleading. All
written financial information, furnished after the date hereof by Borrower to
Lender in connection with this Agreement and the transactions contemplated
hereby will be true, and complete and accurate in every material respect, or (in
the case of projections) based on estimates believed by Borrower in good faith
to be reasonable, on the date as of which such information is stated or
certified. There is no fact known to Borrower that would, in the reasonable
opinion of Borrower, have a Material Adverse Effect on the financial condition
of Borrower and its Subsidiaries taken as a whole that has not been disclosed
herein or in a report, financial statement, exhibit, schedule, disclosure letter
or other writing furnished to Lender for use in connection with the transactions
contemplated hereby.

SECTION 7.16 LABOR MATTERS. Neither Borrower nor any of its
Subsidiaries has experienced any strike, labor dispute, slowdown or work
stoppage due to labor disagreements which has had a Material Adverse Effect on
the respective business of Borrower and its Subsidiaries taken as a whole and to
the best knowledge of Borrower there is no such strike, dispute, slowdown or
work stoppage threatened against Borrower or any of its Subsidiaries.

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ARTICLE VIII
COVENANTS OF BORROWER

Borrower hereby covenants and agrees that, so long as the Note or Loan
remains outstanding, and until payment in full of all amounts payable by
Borrower to Lender or the Administrative Agent hereunder:

SECTION 8.01FINANCIAL STATEMENTS. Borrower shall deliver to the
Administrative Agent and to Lender:

(a) as soon as available, but in any event within forty-five (45)
days after the end of each of the first three quarterly fiscal periods of each
fiscal year of the Operating Partnership, (i) separate financial statements for
the Mortgaged Property, including a balance sheet an income and expense
statement, occupancy percentages and such other statements as may be required by
the Administrative Agent, prepared in accordance with GAAP, and (ii)
consolidated financial statements of Cali, the Operating Partnership and their
Consolidated Subsidiaries as filed with the Securities and Exchange Commission,
including supplemental schedules of separate consolidating balance sheets and
income and expense statements for each of Cali, the Operating Partnership and
their Consolidated Subsidiaries, a schedule showing the depreciated basis
(determined under GAAP) for each of the assets shown listed on Schedule III, and
such other statements as may be required by the Administrative Agent,
accompanied by a certificate of a Responsible Officer of Cali, which certificate
shall state that said financial statements fairly present the consolidated
financial condition and results of operations of Cali, the Operating Partnership
and their Consolidated Subsidiaries, in accordance with GAAP, consistently
applied (without prejudice to any change made in accordance with the provisions
of SECTION 1.03), as at the end of, and for, such period (subject to normal
year-end audit adjustments);

(b) as soon as available, but in any event within ninety (90) days
after the end of each fiscal year of the Operating Partnership, (i) separate
financial statements for the Mortgaged Property, including a balance sheet, an
income and expense statement, occupancy percentages and such other statements as
may be required by the Administrative Agent, prepared in accordance with GAAP,
and (ii) consolidated financial statements of Cali, the Operating Partnership
and their Consolidated Subsidiaries as filed with the Securities and Exchange
Commission, including supplemental schedules of separate consolidating balance
sheets and income and expense statements for each of Cali, the Operating
Partnership and their Consolidated Subsidiaries, a schedule showing the
depreciated basis (determined under GAAP) for each of the assets listed on
SCHEDULE III, and such other statements as may be required by the Administrative
Agent, accompanied, in the case of the consolidated financial statements
referred to in this clause (ii), by a report and opinion thereon by Price
Waterhouse or another independent certified public accountant of recognized
national standing acceptable to the Administrative Agent which report shall (A)
be unqualified as to going concern and scope of audit, (B) state that said
financial statements fairly present the consolidated

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financial condition and results of operations of Cali, the Operating Partnership
and their Consolidated Subsidiaries as at the end of, and for, such fiscal year
in accordance with GAAP, and (C) contain no material exceptions or
qualifications except for qualifications relating to accounting changes (with
which such independent public accountants concur) in response to FASB releases
or other authoritative pronouncements PROVIDED that, if Cali has filed an
extension for the filing of such statements referred to in this clause (ii),
Cali shall deliver such statement to the Administrative Agent within ten (10)
days after filing thereof with the SEC which filing shall be within fifteen (15)
days of Cali's filing for such extension or such sooner time as required to
avert a Material Adverse Effect on Cali; and

(c) on a quarterly basis, a true, complete and correct rent roll for
the Mortgaged Property, identifying each tenant, the expiration date of such
tenant's lease, the space covered by such lease, all extension, renewal,
termination or expansion rights, if any, of such tenant and any portion of the
Mortgaged Property demised to such tenant, if any, which is not occupied for the
conduct of business by such tenant or any subtenant of such tenant, together
with a certificate of the Operating Partnership, dated as of the date of
delivery of such rent roll, certifying that such rent roll is true, correct and
complete in all material respects as of its date.

All such financial statements under (a) and (b) above shall be complete and
correct in all material respects and shall be prepared in reasonable detail and
in accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein).

SECTION 8.02 CERTIFICATES AND OTHER INFORMATION. The Operating
Partnership shall deliver to the Administrative Agent and to each Lender:

(a) concurrently with the delivery of the financial statements
referred to in SECTION 8.01(B), a certificate of the independent certified
public accountants reporting on such financial statements stating that in making
the examination necessary therefor no knowledge was obtained of any Default or
Event of Default, except as specified in such certificate;

(b) concurrently with the delivery of the financial statements
referred to in SECTIONS 8.01(A) and 8.01(B), a certificate of a Responsible
Officer of Cali stating that, to the best of such Responsible Officer's
knowledge, the Operating Partnership and each of its Subsidiaries has during
such period observed or performed all of its covenants and other agreements, and
satisfied every condition, in all material respects, contained in this
Agreement, the Note and the other Credit Facility Documents to which it is a
party to be observed, performed or satisfied by it, and that no Default or Event
of Default has occurred or is continuing except as specified in such
certificate;

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(c) promptly upon their becoming available, copies of all financial
statements, reports, notices and proxy statements sent or made available by the
Operating Partnership or any of its Subsidiaries to its partners generally, of
all regular and periodic reports and all registration statements and
prospectuses, if any, filed by any of them with any securities exchange or with
the Securities and Exchange Commission, or any comparable foreign bodies, and of
all press releases and other statements made available generally by any of them
to the public concerning material developments in the business of the Operating
Partnership or any of its Subsidiaries PROVIDED that, if Cali has filed an
extension for the filing of such statement, Cali shall deliver such statement to
the Administrative Agent within ten (10) days after filing thereof with the SEC
which filing shall be within fifteen (15) days of Cali's filling for such
extension or such sooner time as required to avert a Material Adverse Effect on
Cali; and

(d) promptly upon any executive officer of Cali obtaining knowledge
(i) of any Default, or becoming aware that any Lender has given notice or taken
any other action with respect to a claimed Event of Default or (ii) that any
Person has given any notice to the Operating Partnership or taken any other
action with respect to a claimed default or event or condition of the type
referred to in paragraph 9.01 (b) of ARTICLE IX or any condition or event which
would be required to be disclosed in a current report filed by the Operating
Partnership with the Securities and Exchange Commission on Form 8-K (other than
Item 5 as in effect on the date hereof) if the Operating Partnership were
required to file such reports under the Securities Exchange Act of 1934, as
amended, or the rules and regulations thereunder (or any successor thereof), a
certificate of the president or chief financial officer of Cali specifying the
nature and period of existence of any such condition or event, or specifying the
notice given or action taken by such holder or Person and the nature of such
claimed Event of Default or condition and what action the Operating Partnership
has taken, is taking and proposes to take with respect thereto.

SECTION 8.03 LITIGATION. Borrower will promptly give to Lender
notice of all legal or arbitral proceedings, and of all proceeding by or before
any governmental or regulatory authority or agency, and any material development
in respect of such legal or other proceedings, affecting Borrower or any of its
Subsidiaries, except proceedings which, if adversely determined, would not, in
the reasonable judgment of Borrower, have a Material Adverse Effect on Borrower
or its Subsidiaries.

SECTION 8.04 CONDUCT OF BUSINESS, EXISTENCE, ETC. Borrower will,
and will cause each of its Subsidiaries to:

(a) continue to engage in business of the same general type as now
conducted by it; do or cause to be done all things necessary to preserve, renew
and maintain in full force and effect its legal existence; and take all
reasonable action to

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maintain all rights, privileges, licenses and franchises necessary or desirable
in the normal conduct of its business, except such rights, privileges, licenses
and franchises with respect to which the failure to maintain could not,
individually or in the aggregate, have a Material Adverse Effect on Borrower or
its Subsidiaries;

(b) comply with all Contractual Obligations and Requirements of Law
if the failure to comply with such requirements would reasonably be expected to
have a Material Adverse Effect on Borrower or its Subsidiaries;

(c) pay and discharge all taxes, assessments and governmental charges
or levies imposed on it or on its income or profits or on any of its Property
prior to the date on which penalties attach thereto, except for any such tax,
assessment, charge or levy the payment of which is being contested in good faith
and by proper proceedings and against which any reserves required by GAAP are
being maintained or the failure to pay or discharge which would not, in the
reasonable judgment of Borrower, have a Material Adverse Effect on the Borrower
or its Subsidiaries;

(d) maintain all of its Property used or useful in its business in
good working order and condition, ordinary wear and tear excepted, if failure to
so maintain such Property would have a Material Adverse Effect on Borrower or
its Subsidiaries, and, from time to time (i) make all necessary and proper
repairs, renewals, replacements, additions and improvements thereto, and (ii)
comply at all times with the provisions of all material leases and other
material agreements to which it is a party so as to prevent any loss or
forfeiture thereof or thereunder;

(e) keep proper records and books of account, in which full, true and
complete entries in conformity with GAAP consistently applied and in accordance
with all Requirements of Law shall be made of all dealings and transactions in
relation to its business and activities; and

(f) permit, upon reasonable notice, representatives of the
Administrative Agent and any Lender, during normal business hours, to examine,
copy and make extracts from its books and records, to inspect any of its
Property, and to discuss its business and affairs with its officers and
independent certified accountants, all to the extent reasonably requested by
Lender; PROVIDED, HOWEVER, that to the extent any of such information Borrower
may require that the Administrative Agent and any Lender keep such information
confidential; PROVIDED FURTHER, HOWEVER, that the Administrative Agent and any
Lender may disclose all or part of such information to (i) a third party,
provided that such third party agrees to keep the same confidential and not to
use such information for competitive purposes; or (ii) required by law; or (iii)
requested by any regulatory authorities.

SECTION 8.05 PAYMENT OF OBLIGATIONS. Borrower will, and will cause
each Subsidiary to, pay, discharge or otherwise satisfy at or before maturity or

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before they become delinquent, as the case may be, all its obligations of
whatever nature, under the terms of each mortgage, indenture, security
agreement, other debt instrument and contract and agreement by which it is bound
or to which it is a party or subject, except (a) where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of Borrower or its Subsidiaries, as the case may be, (b) where the
failure to pay such obligations could not, individually or in the aggregate,
have a Material Adverse Effect on Borrower or its Subsidiaries, or (c) for trade
and other accounts payable in the ordinary course of business in accordance with
customary trade terms and which are not overdue for a period of more than ninety
(90) days (or any longer period if longer payment terms are accepted in the
ordinary course of business) or, if overdue for more than ninety (90) days (or
such longer period), as to which a dispute exists and adequate reserves in
conformity with GAAP have been established on the books of Borrower and its
Subsidiaries, as the case may be.

SECTION 8.06 INSURANCE. Borrower, at its sole cost and expense, will
keep the Mortgaged Property insured during the entire term of the Loan for the
mutual benefit of Borrower and Lender against loss or damage by fire and against
loss or damage by other risks and hazards covered by a standard extended
coverage insurance policy including, but not limited to, fire, lightning,
windstorm, hail, explosion, riot attending a strike, riot, civil commotion,
aircraft, vehicles, smoke, vandalism, malicious mischief, burglary and theft,
and to the extent required by Lender, earthquake or any other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property. Such insurance shall be in an amount not less than the lesser of (i)
the then full replacement cost of the Mortgaged Property, without deduction for
physical depreciation, or (ii) the outstanding principal balance of the
Indebtedness; but in any event an amount sufficient to ensure that the insurer
issuing said policies would not deem Borrower a co-insurer under said policies.
The policies of insurance carried in accordance with this paragraph shall be
paid annually in advance and shall contain the "Replacement Cost Endorsement"
with a waiver of depreciation.

(a) Borrower, at its sole cost and expense, for the mutual benefit of
Borrower and Lender, shall also obtain and maintain during the entire term of
this Mortgage the following policies of insurance:

(i) Flood insurance (meeting the current requirement of the Federal
Insurance Administration) if any part of the Mortgaged Property is located in an
area identified by the Federal Emergency Management Agency as an area having
special flood hazards and in which flood insurance has been made available under
the National Flood Insurance Act of 1968 (and any successor act thereto) in an
amount at least equal to the lesser of (A) the stated principal amount of the
Note; or (B) the maximum amount of coverage available to Borrower under the
Flood Disaster Protection Act of 1973 (and any successor act thereto).

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(ii) Comprehensive general liability insurance, including bodily
injury, death and property damage liability, and umbrella liability insurance
against any and all claims, including all legal liability to the extent
insurable imposed upon Borrower and all court costs and attorneys' fees and
expenses, arising out of or connected with the possession, use, leasing,
operation, maintenance or condition of the Mortgaged Property in such amounts as
are generally available and are generally required by institutional lenders for
properties comparable to the Mortgaged Property but in no event for a combined
single limit of less than $30,000,000. In the event that any payment of
proceeds is made under any umbrella liability insurance policy, Mortgagor shall
immediately purchase additional liability insurance coverage so that at all
times there shall be no less than $30,000,000 of liability insurance coverage;

(iii) Business interruption and/or rental loss insurance (for all
losses regardless of cause, and with no exclusions) in an amount equal to the
aggregate annual amount of all rents, additional rents (including, without
limitation, percentage rents) payable by all of the tenants under the Leases
(whether or not such Leases are terminable in the event of a fire or casualty)
and profits or other income from the Mortgaged Property, which business
interruption insurance and/or rental loss insurance shall cover such losses for
a period of at least twelve (12) months after the date of the fire or other
casualty in question. The amount of such insurance shall be increased from time
to time during the term of this Mortgage as and when Lender requires, to reflect
all rent, additional rent, increased rent and increased additional rent payable
by all new or renewal tenants, and all increased profits or other income from
the Mortgaged Property.

(iv) Insurance against loss or damage from explosion of steam boilers,
air conditioning equipment, high pressure piping, machinery and equipment,
pressure vessels or similar apparatus now or hereafter installed in the
Improvements (excepting any such apparatus located within and serving individual
residential units of the Improvements, if any).

(v) Broad form boiler and machinery insurance covering all boilers or
other pressure vessels, machinery and equipment located in, on or about the
Mortgaged Property and insurance against loss of occupancy or use arising from
any such breakdown in such amounts as are generally required by institutional
lenders for properties comparable to the Real Estate;

(vi) Statutory workers' compensation insurance (to the extent the
risks to be covered thereby are not already covered by other policies of
insurance maintained by it), with respect to any work on or about the Mortgaged
Property;

(vii) Such other insurance as may from time to time be reasonably
required by Lender in order to protect its interests.

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(b) All policies of insurance (individually, a "POLICY", and
collectively the "POLICIES") required pursuant to this Agreement: (i) shall be
issued by an insurer or insurers satisfactory to Lender, in its sole discretion;
(ii) shall contain a mortgagee non-contribution clause satisfactory to Lender,
in its sole discretion, naming Lender as an additional insured and as the person
to which all payments made by such insurance company shall be paid; (iii) shall
be maintained throughout the term of this Loan without cost to Lender; (iv)
shall contain such provisions as Lender deems necessary or desirable to protect
its interest including, without limitation, endorsements providing that neither
Borrower, Lender nor any other party shall be a co-insurer under said Policies
and that Lender shall receive at least thirty (30) days prior written notice of
any modification, termination or cancellation of the applicable Policy; and (v)
shall be satisfactory in form and substance to Lender and shall be approved by
Lender as to amounts, form, risk coverage, deductibles, loss payees and
insureds. Borrower shall pay the premiums for such Policies (the "INSURANCE
PREMIUMS") as the same become due and payable. Not later than thirty (30) days
prior to the expiration date of each of the Policies, Borrower will deliver to
Lender satisfactory evidence of the renewal of each expiring Policy. On or
before the date hereof, Borrower shall deliver to Lender certificates evidencing
the Insurance Policies, meeting the above-described requirements.

SECTION 8.07 LIMITATION ON LIENS. Borrower will not, nor will it
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon the Mortgaged Property other than the Liens created under the
Mortgage.

SECTION 8.08 ERISA. The Operating Partnership shall deliver to the
Administrative Agent as soon as possible, and in any event within ten (10) days
after the Operating Partnership knows or has reason to believe that any of the
events or conditions specified below with respect to any Plan or Multiemployer
Plan has occurred or exists, a statement signed by a senior financial officer of
the Operating Partnership setting forth details respecting such event or
condition and the action, if any, that the Operating Partnership or its ERISA
Affiliate proposes to take with respect thereto (and a copy of any report or
notice required to be filed with or given to PBGC by the Operating Partnership
with respect to such event or condition):

(a) any reportable event as defined in Section 4043(b) of ERISA and
the regulations issued thereunder, with respect to a Plan, as to which PBGC has
not by regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within thirty (30) days of the occurrence of such event (PROVIDED,
HOWEVER, that a failure to meet the minimum funding standard of Section 412 of
the Internal Revenue Code or Section 302 of ERISA, including, without
limitation, the failure to make on or before its due date a required installment
under Section 412(m) of the Internal Revenue Code or Section 302(e) of ERISA,
shall be a reportable event regardless of the issuance of any waivers in
accordance with Section 412(d) of the Internal Revenue Code); and any request
for a waiver under Section 412(d) of the Internal Revenue Code for any Plan;

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(b) the distribution under Section 4041 of ERISA of a notice of
intent to terminate any Plan or any action taken by the Operating Partnership or
an ERISA Affiliate to terminate any Plan;

(c) the institution by PBGC of proceedings under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan, or the receipt by the Operating Partnership or any ERISA Affiliate of a
notice from a Multiemployer Plan that such action has been taken by PBGC with
respect to such Multiemployer Plan;

(d) the complete or partial withdrawal from a Multiemployer Plan by
the Operating Partnership or any ERISA Affiliate that results in liability under
Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary
liability as a result of a purchaser default) or the receipt by the Operating
Partnership or any ERISA Affiliate of notice from a Multiemployer Plan that it
is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or
that it intends to terminate or has terminated under Section 4041A of ERISA;

(e) the institution of a proceeding by a fiduciary of any
Multiemployer Plan against the Operating Partnership or any ERISA Affiliate to
enforce Section 515 of ERISA, which proceeding is not dismissed within thirty
(30) days; and

(f) the adoption of an amendment to any Plan that, pursuant to
Section 40l(a)(29) of the Internal Revenue Code or Section 307 of ERISA, would
result in the loss of tax-exempt status of the trust of which such Plan is a
part if the Operating Partnership or an ERISA Affiliate fails to timely provide
security to the Plan in accordance with the provisions of said Sections.

SECTION 8.09 USE OF PROCEEDS. Borrower will use the proceeds of the
Loan hereunder solely for the purpose of, (i) prepaying the holders of which
have not consented to the assumption of such debt by Cali, (ii) paying certain
fees and expenses incurred in connection therewith and (iii) payments made in
connection with the consummation of the Merger.

SECTION 8.10 ENVIRONMENTAL LAWS. Borrower shall:

(a) promptly notify the Administrative Agent upon any executive
officer of Borrower becoming aware of any violation or threatened violation or
non-compliance with, or liability or threatened liability under any
Environmental Laws which, when taken together with all other pending violations
could reasonably be expected to have a Material Adverse Effect on Borrower and
its Subsidiaries taken as a whole, and promptly furnish to the Administrative
Agent all notices of any nature which Borrower may receive from any Governmental
Authority or other

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Person with respect to any violation, or threatened violation or non-compliance
with, or liability or threatened liability under any Environmental Laws which,
in any case or when taken together with all such other notices, could reasonably
be expected to have a Material Adverse Effect on Borrower and its Subsidiaries
taken as a whole;

(b) materially comply with all Environmental Laws applicable to
Borrower and obtain and comply with and maintain any and all licenses,
approvals, registrations or permits required of Borrower by Environmental Laws;
and use reasonable efforts to ensure material compliance by all tenants and
subtenants with all Environmental Laws applicable to their operations;

(c) conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required of Borrower or its
Subsidiaries under all Environmental Laws and promptly comply in all material
respects with all lawful orders and directives of all Governmental Authorities;
and

(d) defend, indemnify, protect and hold harmless the Administrative
Agent and Lender, and their respective employees, agents, officers and directors
(each, an "INDEMNIFIED PERSON"), from and against any claims, demands,
penalties, fines, liabilities, settlements, damages, defenses, judgments, suits,
proceedings, losses, obligations, costs and expenses of any kind or nature
whatsoever, known or unknown, contingent or otherwise incurred by an Indemnified
Person to the extent, arising out of, or in any way related to the violation of
or noncompliance with any Environmental Laws (relating to (1) the past, present
or future ownership, possession, control or operation of any Property or any
asset of Borrower or its Subsidiaries, (2) the past, present or future condition
of any site or facility owned, operated or leased by Borrower or any of its
Subsidiaries, or (3) any Release or threatened Release of any Hazardous
Substances from any such site or facility, including any such Release or
threatened Release which shall occur during any period when the Administrative
Agent on behalf of Lender shall be in possession of any such site or facility
following the exercise by the Administrative Agent on behalf of Lender of any of
their rights and remedies hereunder or under any related document) unless such
Release or threatened Release shall be caused by the gross negligence of the
Indemnified Person, including, without limitation, reasonable attorney and
consultant fees, investigation and laboratory fees and costs ("INDEMNIFIED
EXPENSES"), but excluding therefrom, taking into account all principles of
equitable apportionment, all claims, demands, penalties, fines, liabilities,
settlements, damages, defenses, judgments, suits, proceeds, losses, obligations,
costs and expenses of any kind or nature whatsoever, known or unknown,
contingent or otherwise, arising out of or resulting, directly or indirectly,
from (i) the gross negligence or willful misconduct of such Indemnified Person,
or (ii) any acts or omissions of any Indemnified Person occurring after such
Indemnified Person is in possession of, or controls the operation of, any
Property or asset of Borrower or any of its Subsidiaries, except to the extent
such Indemnified Expenses arise from any act or omission, condition or

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event in existence on or before the date such Indemnified Person is in
possession of, or controls the operation of, any Property or asset of Borrower
or any of its Subsidiaries, even if the act or omission, condition or event (x)
is not discovered until after such date, or (y) becomes an Indemnified Expense
as a result of a change in any Environmental Law that becomes effective after
such date.

(e) The agreements in SECTION 8.10(D) shall survive repayment of the
Note and all other amounts payable hereunder and any termination or expiration
of any of the Credit Facility Documents.

SECTION 8.11 HAZARDOUS SUBSTANCES. Borrower shall not cause or
permit, or permit any Subsidiary to cause or permit, any of its Property or
assets to be used to generate, manufacture, refine, transport, treat, store,
handle, dispose, transfer, produce or process Hazardous Substances, except in
compliance in all material respects with all applicable Environmental Laws, nor
release, discharge, dispose of or permit or suffer any release or disposal as a
result of any intentional act or omission on its part of Hazardous Substances
onto any such Property or asset in material violation of any Environmental Law.

SECTION 8.12 CLAIMS. Borrower shall report to the Administrative
Agent, within fifteen (15) days of the date on which an executive officer
becomes aware of the same, any legal claims against Borrower in excess of
$l,000,000 over the amount directly covered by insurance.

SECTION 8.13 ESTOPPEL CERTIFICATES, SUBORDINATION AGREEMENTS, ETC.
(a) Within ninety (90) business days after request by the Lender, Borrower will
furnish Lender with estoppel certificates, in form and content reasonably
satisfactory to Lender, for (x) 100% of the leases for 10,000 square feet and
larger and (y) 50% of the leases below 10,000 square feet, from all tenants
(other than tenants under leases for residential purposes, congregate care
service or mini-warehouse storage rentals (unless such storage rental exceed ten
percent (10%) of the rentable square footage of such storage facility)
(collectively "Residential Leases")), or if any tenant fails to provide such
estoppel certificate, Borrower shall provide a certificate with respect to the
tenancy of such tenant, in form and substance satisfactory to Lender.

(b) Within ninety (90) business days after request by the Lender,
Borrower will furnish Lender with Subordination Agreements, in form and content
reasonably satisfactory to Lender, for (x) 100% of the leases for 10,000 square
feet and larger and (y) 50% of the leases below 10,000 square feet, from all
tenants (other than tenants under Residential Leases).

(c) Within ninety (90) business days after the request by the Lender,
Borrower will furnish Lender with (i) Phase I environmental site assessment
environmental reports, (ii) architectural reports and (iii) engineering reports,
on the

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Mortgaged Properties in form and content reasonably satisfactory to Lender and
prepared by qualified professionals reasonably satisfactory to Lender.

(d) Within ninety (90) business days after the request by the Lender,
Borrower will furnish Lender with the permanent certificate(s) of occupancy for
the Mortgaged Properties, in form and content reasonably satisfactory to Lender.

Borrower agrees to pay or reimburse Lender and the Administrative
Agent for all its costs and expenses incurred in (i) the enforcement of
Borrower's compliance to the covenants contained in this ARTICLE VIII or (ii)
the preservation of Lender's rights under this ARTICLE III.

ARTICLE IX
EVENTS OF DEFAULT

SECTION 9.01 If one or more of the following events (herein called
"EVENTS OF DEFAULT") shall occur and be continuing:

(a) Borrower shall default in the payment when due (whether at stated
maturity or upon mandatory or optional prepayment or otherwise) of any principal
of the Loan, or shall default for five (5) Business Days in the payment when due
of any interest on the Loan, any fee or any other amount payable by it
hereunder, whether at the due date thereof or at a date fixed for prepayment
thereof or by acceleration thereof or otherwise; or

(b) Any Event of Default (as defined in the Mortgage) shall occur or
be continuing; or

(c) Borrower or any of its subsidiaries shall (i) default in the
payment of principal of or interest on any other Indebtedness or in the payment
of any Guaranty Obligation (x) in respect of any recourse obligations in an
aggregate amount in excess of $1,000,000 or (y) in respect of any without
recourse obligations in an aggregate amount in excess of $25,000,000, at any one
time to any third party when due (whether at scheduled maturity or by required
prepayment, acceleration, demand or otherwise) and such default continues after
the applicable notice or grace period, if any, specified in the agreement or
instrument relating to such Indebtedness, or (ii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or Guaranty Obligation or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, and such default continues after the applicable notice or grace
period, if any, specified in the agreement or instrument relating to such
Indebtedness, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf of
such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice

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if required, such Indebtedness to become due prior to its stated maturity or
such Guaranty Obligation to become payable; or

(d) Any representation, warranty or certification made or deemed made
herein or under any other Credit Facility Document (or in any modification or
supplement hereto or thereto) by Borrower or any of its Subsidiaries, or in any
certificate or document furnished to Lender pursuant to the provisions of this
Agreement or any such other Credit Facility Document, shall prove to have been
false or misleading as of the time made or furnished in any material respect; or

(e) Borrower, after giving effect to any requirement of notice or
opportunity to cure, shall default in the observance or performance of any
agreement contained (i) IN SECTION 8.02 of this Agreement, or (ii), in the
Mortgage; or

(f) Borrower or any of its Subsidiaries shall default in the
performance of any of its other obligations under this Agreement or any other
Credit Facility Document and such default shall continue unremedied for a period
of thirty (30) days after the earlier of (i) Borrower's knowledge of such
default or (ii) notice thereof to Borrower by the Administrative Agent, which
Default cannot be cured by the payment of a sum of money; PROVIDED, HOWEVER,
that if such non-monetary Default is susceptible of cure but cannot reasonably
be cured within such thirty (30) day period, and if Borrower or Subsidiary shall
have commenced to cure such Default within such thirty (30) day period and
thereafter diligently and expeditiously proceeds to cure the same, such thirty
(30) day period shall be extended for such time as is reasonably necessary for
Borrower or such Subsidiary in the exercise of due diligence to cure such
Default, such additional period not to exceed ninety (90) days; or

(g) Borrower or any of its Subsidiaries shall admit in writing its
inability to, or be generally unable to, pay its debts as such debts become due;
or

(h) Borrower or any of its Subsidiaries shall (i) apply for or
consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, examiner or liquidator of itself or of all or a substantial
part of its Property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the Bankruptcy Code (or the
equivalent under the laws of another jurisdiction), (iv) file a petition seeking
to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement or winding-up, or
composition or readjustment of debts, (v) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under the Bankruptcy Code, or (vi) take any corporate action
for the purpose of effecting any of the foregoing; or

(i) A proceeding or case shall be commenced, without the application
or consent of Borrower or any of its Subsidiaries, in any court of competent

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jurisdiction, seeking (i) its reorganization, liquidation, dissolution,
arrangement or winding-up, or the composition or readjustment of its debts, (ii)
the appointment of a receiver, custodian, trustee, examiner, liquidator or the
like of Borrower or such Subsidiary or of all or any substantial part of its
Property, or (iii) similar relief in respect of Borrower or such Subsidiary
under any law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect for a period of
ninety (90) or more days; or an order for relief against Borrower or such
Subsidiary shall be entered in an involuntary case under the Bankruptcy Code (or
the equivalent under the laws of another jurisdiction); or

(j) final judgment or judgments for the payment of money in excess of
$5,000,000 (or the equivalent in another currency) in the aggregate (exclusive
of judgment amounts fully covered by insurance) shall be rendered by one or more
courts, administrative tribunals or other bodies having jurisdiction against
Borrower or its Subsidiaries and the same shall not be satisfied or discharged
(or provision shall not be made for such satisfaction or discharge), or a stay
of execution thereof shall not be procured, within sixty (60) days from the date
of entry thereof and Borrower or the relevant Subsidiary shall not, within said
period of sixty (60) days, or such longer period during which execution of the
same shall have been stayed, appeal therefrom and cause the execution thereof to
be stayed during such appeal; or

(k) An event or condition specified in SECTION 8.08 shall occur or
exist with respect to any Plan or Multiemployer Plan and, as a result of such
event or condition, together with all other events or conditions, the Operating
Partnership or any ERISA Affiliate shall incur or in the reasonable opinion of
the Administrative Agent shall be reasonably likely to incur a liability to a
Plan, a Multiemployer Plan or the PBGC (or any combination of the foregoing)
which would have a Material Adverse Effect on Borrower or its Subsidiaries; or

(l) (i) The Mortgage, for any reason, shall cease to be or not be in
full force and effect, or Cali, Borrower or any of its Subsidiaries which is a
party to the Mortgage shall so assert, or (ii) the Lien created by the Mortgage
shall cease to be or not be enforceable and of the same effect and priority
purported to be created thereby; or

(m) Cali creates, incurs or suffers to exist any Lien, charge or
encumbrance on the Pledged Stock, Pledged Partnership Interests or Mortgaged
Property described in the Cali Pledge Agreement, Operating Partnership Pledge
Agreement or Mortgage respectively; or

(n) Any Default or Event of Default occurs under the Existing Credit
Facility Documents;

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THEREUPON: (1) in the case of an Event of Default other than one
referred to in clause (h) or (i) of this ARTICLE IX, either or both of the
following actions may be taken: with the consent of Lender, the Administrative
Agent may or upon the request of Lender, the Administrative Agent shall, by
notice to Borrower, declare the Loan hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement and the Note to be due and
payable forthwith, whereupon the same shall immediately become due and payable
without presentment demand, protest or other formalities of any kind, all of
which are hereby expressly waived by Borrower; and (2) in the case of the
occurrence of an Event of Default referred to in clause (h) or (i) of this
ARTICLE IX, the Loan hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the Note shall immediately become due and
payable without presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by Borrower. In addition, Lender may
exercise any and all remedies available under the Mortgage, the Assignment of
Lease and the other Credit Facility Documents.

ARTICLE X
THE ADMINISTRATIVE AGENT

SECTION 10.01 APPOINTMENT. The general administration of the Credit
Facility Documents and any other documents contemplated by this Agreement shall
be by the Administrative Agent or its designees. Lender hereby irrevocably
designates and appoints PSC as the Administrative Agent of such Lender under
this Agreement and the other Credit Facility Documents, and Lender irrevocably
authorizes PSC as the Administrative Agent for such Lender, at its discretion,
to take or refrain from taking such action on its behalf under the provisions of
this Agreement and the other Credit Facility Documents and to exercise or
refrain from exercising such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Credit Facility Documents, together with which other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any
other Credit Facility Document or otherwise exist against the Administrative
Agent.

SECTION 10.02 DELEGATION OF DUTIES. The Administrative Agent may
execute any of its duties under this Agreement and the other Credit Facility
Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.

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SECTION 10.03 EXCULPATORY PROVISIONS.

(a) Neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (i)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with this Agreement or any other Credit Facility
Document, or responsible to Lender or to any of them for the consequences of any
oversight or error of judgment, or for any loss, unless the same shall happen
through its or such Person's own gross negligence or wilful misconduct, or (ii)
responsible in any manner to Lender for any recitals, statements,
representations or warranties made by Borrower or any officer thereof contained
in this Agreement or any other Credit Facility Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with this Agreement or any
other Credit Facility Document or for the due execution, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, the
Note, or any other Credit Facility Document, or for the perfection of any
security interest contemplated by this Agreement, any Credit Facility Document
or any related agreement, document or order, or for the designation or failure
to designate this transaction as a '"Highly Leveraged Transaction for regulatory
purposes, or for any failure of Borrower to perform its obligations hereunder or
under any other Credit Facility Document. The Administrative Agent shall not be
under any obligation to Lender to ascertain or to inquire as to the observance
or performance of any of the agreements or covenants contained in, or teens or
conditions of, this Agreement or any other Credit Facility Document or to
inspect the Property, books or records of Borrower.

(b) Neither the Administrative Agent nor any of its directors,
officers, employees, or agents shall have any responsibility to Borrower on
account of the failure or delay in performance or breach by Lender or Borrower
of any of their respective obligations under this Agreement or the Note or any
related agreement or document or in connection herewith or therewith.

SECTION 10.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and it shall be entitled to rely
upon advice and statements of legal counsel (including, without limitation,
counsel to the Borrower), independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Credit
Facility Document unless it shall first receive such

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advice or concurrence of Lender as it deems appropriate or it shall first be
indemnified to its satisfaction by Lender against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement, the Note and the
other Credit Facility Documents in accordance with a request of Lender, and any
such request and any action ken or failure to act pursuant thereto shall be
binding upon Lender and all future holders of the Note.

SECTION 10.05 NOTICE OF DEFAULT. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default hereunder unless the Administrative Agent has received notice from
Lender or Borrower pursuant to this Agreement, describing such Default or Event
of Default and stating that such notice is a "notice of default." In the event
that the Administrative Agent receives such a notice, the Administrative Agent
shall give notice thereof to Lender. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by Lender; PROVIDED, HOWEVER, that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of Lender.

SECTION 10.06 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorney-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
Borrower, shall be deemed to constitute any representation or warranty by the
Administrative Agent to Lender. Lender represents to the Administrative Agent
that it has, independently and without reliance upon the Administrative Agent,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, Property,
financial and other condition and creditworthiness of Borrower and made its own
decision to make the Loan hereunder and enter into this Agreement. Lender also
represents that it will, independently and without reliance upon the
Administrative Agent, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Credit Facility Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, Property, condition
(financial

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or otherwise), prospects or creditworthiness of Borrower. Except for notices,
reports and other documents expressly required to be furnished to Lender by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide Lender with any credit or other information
concerning the business, operations, Property, condition (financial or
otherwise), prospects or creditworthiness of Borrower which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

SECTION 10.07 REIMBURSEMENT AND INDEMNIFICATION. Lender agrees (i) to
reimburse the Administrative Agent for any expenses and fees incurred for the
benefit of Lender under the Credit Facility Documents, including, without
limitation, counsel fees and compensation of agents and employees paid for
services rendered on behalf of Lender, and any other expense incurred in
connection with the operations or enforcement thereof not reimbursed by Borrower
or one of its Subsidiaries, and (ii) to indemnify the Administrative Agent and
any of its directors, officers, employees or agents, upon demand (to the extent
not reimbursed by Borrower and without limiting the obligation of Borrower to do
so), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Note) be imposed on, incurred by or asserted
against it or them in any way relating to or arising out of this Agreement, any
of the other Credit Facility Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by it or them under or in connection with any of
the foregoing; PROVIDED, HOWEVER, that Lender shall not be liable for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
solely from the gross negligence or willful misconduct of the Person seeking
indemnification. The agreements in this SECTION 10.07 shall survive the payment
of the Note and all other amounts payable hereunder.

SECTION 10.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates may make Loan to, accept deposits from
and generally engage in any kind of business with Borrower as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Credit Facility Documents. With respect to the Loan made or renewed by it
and the Note issued to it, the Administrative Agent shall have the same rights
and powers under this Agreement and the other Credit Facility Documents as
Lender and may exercise the same as though it were not the Administrative Agent,
and the term "Lender" shall include the Administrative Agent in its individual
capacity.

SECTION 10.09 SUCCESSOR ADMINISTRATIVE AGENT.

(a) The Administrative Agent and the Collateral Holder may resign as
Administrative Agent and Collateral Holder at any time by giving written notice
thereof to Lender. If the Administrative Agent or Collateral Holder shall resign
as Administrative Agent or Collateral Holder, as the case may be, under this
Agreement and the other Credit Facility Documents, then Lender shall appoint
from among Lender a successor agent or Collateral Holder for Lender, which
successor

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agent shall be approved by Borrower, whereupon such successor agent or
Collateral Holder shall succeed to the rights, powers and duties of the
Administrative Agent or Collateral Holder, as the case may be, and the terms
"Administrative Agent" or "Collateral Holder" shall mean such successor agent or
Collateral Holder effective upon such appointment and approval, and the former
Administrative Agent's or Collateral Holder's rights, powers and duties as
Administrative Agent or Collateral Holder, as the case may be, shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or Collateral Holder or any of the parties to this
Agreement or any holders of the Note. If no successor Administrative Agent shall
have been so appointed by Lenders and shall have accepted such appointment,
within thirty (30) days after the retiring Administrative Agent's giving of
notice of resignation, the retiring Administrative Agent may, on behalf of
Lender, appoint a successor Administrative Agent, with the consent of Borrower,
which will not be unreasonably withheld, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $250,000,000. After any
retiring Administrative Agent's or Collateral Holder's resignation, the
provisions of this ARTICLE X shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent or Collateral
Holder, as the case may be, under this Agreement and the other Credit Facility
Documents.

(b) PSC may at any time and from time to time assign to any of its
Affiliates all or any part of its rights or obligations as Administrative Agent
and/or Collateral Agent under this Agreement, the Note and the other Credit
Facility Documents. Any such assignment shall not be deemed a resignation for
purposes of SECTION 10.09(A).

SECTION 10.10 COLLATERAL HOLDER.

(a) Except for action expressly required of the Collateral Holder
hereunder and under the other Credit Facility Documents, the Collateral Holder
shall in all cases be fully justified in refusing to act hereunder and
thereunder unless it shall be further indemnified to its satisfaction by Lender
proportionately in accordance with the Obligations then due and payable to each
of them against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action.

(b) Except as expressly provided herein, the Collateral Holder shall
have no duty to take any affirmative steps with respect to the collection of
amounts payable in respect of the Collateral. The Collateral Holder shall incur
no liability as a result of any private sale of the Collateral.

(c) Lender hereby consent, and agree upon written request by the
Collateral Holder, to execute and deliver such instruments and other documents
as the Collateral Holder may deem desirable to confirm such consent, to the
release of

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the Liens and security interests in the Collateral, including any release in
connection with any sale, transfer or other disposition of the Collateral or any
part thereof in accordance with the Credit Facility Documents.

(d) The Collateral Holder shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which the Collateral Holder accords its own Property, it being understood that
neither the Collateral Holder nor any Lender shall have responsibility for (a)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether nor not
the Collateral Holder or any Lender has or is deemed to have knowledge of such
matters, or (b) taking any necessary steps to preserve rights against any
parties with respect to any Collateral.

ARTICLE XI
MISCELLANEOUS

SECTION 11.01 NO WAIVER; CUMULATIVE REMEDIES. No failure on the part
of the Administrative Agent or Lender to exercise and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege under
this Agreement or any other Credit Facility Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement or any other Credit Facility Document preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights, remedies, powers and privileges provided herein are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

SECTION 11.02 NOTICES. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three (3) days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received PROVIDED, HOWEVER, that any notice, request or demand to
or upon the Administrative Agent or Lender pursuant to SECTIONS 2.02, 2.06 or
4.01(B) shall not be effective until received., addressed as follows the case
of Borrower and the Administrative Agent, and as set forth in the case of the
other parties hereto, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Note:

Borrower: Cali Realty, L.P.
11 Commerce Drive
Cranford, New Jersey 07016
Attention: Barry Lefkowitz
Telecopy: (908) 272-6755

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Cali Realty, L.P.
11 Commerce Drive
Cranford, New Jersey 07016
Attention: Roger Thomas
Telecopy: (908) 272-6755

With a copy to: Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Jonathan A. Bernstein, Esq.
Telecopy: (212) 326-0806

The Administrative Agent: Prudential Securities Credit Corporation
One Seaport Plaza
New York, New York 10292
Attention: George Morgan
Telecopy: (212) 214-7678

With copies to: Prudential Securities Incorporated
One New York Plaza
New York, New York 10292
Attention: Richard K. Gupta
Telecopy: (212) 778-4586

With a copy to: Skadden Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Attention: Peter J. Neckles
Telecopy: (212) 735-2000

SECTION 11.03 EXPENSES. Borrower agrees (a) to pay or reimburse the
Administrative Agent for all its reasonable out-of-pocket third party costs and
expenses incurred in connection with the development, preparation and execution
of, any amendment, supplement, extension or modification to, or waiver of, this
Agreement, the Mortgage, the Note and the other Credit Facility Documents and
any other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated thereby, and any term loan or
credit facility made by Lenders or any Third Party to refinance the Loan,
including, without limitation, the reasonable fees and disbursements of counsel,
(b) to pay or reimburse Lender and the Administrative Agent for all its
reasonable costs and expenses including, without limitation, the reasonable fees
and disbursements of counsel to the Administrative Agent and to Lender and the
reasonable fees and disbursements

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of technical and other consultants to the Administrative Agent, incurred in
connection with (i) the enforcement or preservation of any rights under this
Agreement, the Mortgage, the Note and the other Credit Facility Documents and
any such other documents, (ii) any Default and any enforcement or collection
proceedings resulting therefrom or in connection with the negotiation of any
restructuring or "work-out" (whether or not consummated) of the obligations of
Borrower hereunder and (iii) the enforcement of this SECTION 11.03, (c) to pay,
indemnify and hold Lender and the Administrative Agent harmless from any and all
recording and filing fees which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waver or consent under or in respect of this Agreement,
the Note and the other Credit Facility Documents and any such other documents
and (d) to pay all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement, the Mortgage, the Note or the other Credit Facility
Documents, or any related documents.

Borrower hereby agrees (i) to indemnify the Administrative Agent and
each Lender and each of their respective directors, officers, employees,
attorneys and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims, damages or expenses incurred by any of them
(including, without limitation, any and all losses, liabilities, claims, damages
or expenses incurred by the Administrative Agent and Lender, whether or not the
Administrative Agent or Lender, as the case may be, is a party thereto) arising
out of or by reason of any investigation or litigation or other proceedings
(including any threatened investigation or litigation or other proceedings)
relating to the Loan hereunder or any actual or proposed use by Borrower of the
proceeds of any of the extensions of credit hereunder, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified), and (ii) not to assert any claim against the Administrative Agent
or Lender, any of their respective Affiliates, or any of their respective
directors, officers, employees, attorneys and agents, on any theory of
liability, for special, indirect, consequential or punitive (as opposed to
actual) damages arising out of or otherwise relating to any of the transactions
contemplated herein.

The agreements in this SECTION 11.03 shall survive repayment of the
Note and all other amounts payable hereunder and any termination or expiration
of any of the Credit Facility Documents.

SECTION 11.04 AMENDMENTS. Neither this Agreement, any Note or any
other Credit Facility Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
SECTION 11.04. Lender may, the Administrative Agent may, from time to time,

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(i) enter into with Borrower written amendments, supplements or modifications
hereto and to the Note and the other Credit Facility Documents for the purpose
of adding any provisions to this Agreement, the Note or the other Credit
Facility Documents or changing in any manner the rights of Lender or of
Borrower, hereunder or thereunder, or (ii) waive, on such terms and conditions
as Lender or the Administrative Agent, as the case may be, may specify, in such
instrument, any of the requirements of this Agreement, the Note or the other
Credit Facility Documents or any Default or Event of Default and its
consequences; PROVIDED, HOWEVER, that no such waiver and no such amendment,
supplement or modification shall:

(a) reduce the amount or extend the scheduled date of maturity of the
Note or of any installment thereof, or reduce the stated rate of any interest or
fee payable hereunder or extend the scheduled date of any payment thereof, in
each case without the consent of Lender directly affected thereby;

(b) (i) amend, modify or waive (A) any provision of this SECTION 11.04
or (B) any provision of SECTION 2.06; or (ii) consent to the assignment or
transfer by Borrower of any of its rights and obligations under this Agreement
and the other Credit Facility Documents; in each case without the written
consent of Lender; or

Any such waiver and any such amendment, supplement or modification shall apply
equally to Lender and shall be binding upon Borrower, Lender, the Administrative
Agent and all future holders of the Note. In the case of any waiver, Borrower,
Lender and the Administrative Agent shall be restored to their former position
and rights hereunder and under the outstanding Note and any other Credit
Facility Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

Notwithstanding anything to the contrary contained herein, the
Administrative Agent may amend SCHEDULE II hereto to reflect the addition or
deletion of Lenders in accordance with the provisions hereof and, upon any such
amendment, the Administrative Agent shall deliver a revised SCHEDULE II to each
of Borrower and Lender.

SECTION 11.05 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of Borrower, Lender, the Administrative Agent, all
future holders of the Note and their respective successors and permitted
assigns.

SECTION 11.06 ASSIGNMENTS AND PARTICIPATIONS.

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(a) Borrower may not assign or transfer any of its rights or
obligations under this Agreement, the Note or any other Credit Facility Document
without the prior written consent of Lender.

(b) Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more Lenders only to
bona fide financial institutions ("PARTICIPANTS") participating interests in the
Loan owing to such Lender, the Note held by such Lender; PROVIDED, HOWEVER, that
prior to any such sale by Lender to any Participant, Lender shall provide
written notice to Borrower of Lender's intention to sell a participating
interest to such Participant and the name of such Participant. In the event of
any such sale by a Lender of a participating interest to a Participant, (i)
Lender's obligations under this Agreement to the other parties to this Agreement
shall remain unchanged, (ii) Lender shall remain solely responsible for the
performance thereof, (iii) Lender shall remain the holder of Note for all
purposes under this Agreement and the other Credit Facility Documents, (iv)
Borrower and the Administrative Agent shall continue to deal solely and directly
with Lender in connection with such Lender's rights and obligations under this
Agreement and the other Credit Facility Documents, and (v) such Participant
shall have no right to enforce the obligations of Borrower or any of its
Subsidiaries relating to the Loan hereunder (other than under SECTION 5.01) or
to approve (or refrain from approving) any amendment, modification or waiver of
any provision of this Agreement (other than any amendment, modification or
waiver decreasing any fees payable hereunder or the amount of principal of or
the rate at which interest is payable on the Loan, extending any scheduled
installment of the Loan or any date scheduled for payment of interest on the
Loan or any fees, or relating to the release of all or substantially all the
Collateral; PROVIDED FURTHER, HOWEVER, in the case of any of the foregoing, that
the interests held by such Participant are directly affected by such amendment,
modification or waiver). Borrower agrees that if amounts outstanding under this
Agreement and the Note are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement and the Note to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under this Agreement or the Note; PROVIDED FURTHER, HOWEVER,
that, in purchasing such participating interest, such Participant shall be
deemed to have agreed to share with Lender the proceeds thereof as provided in
SECTION 11.07 as fully as if it were a Lender hereunder. Borrower also agrees
that each Participant shall be entitled to the benefits of SECTIONS 5.01, 5.05,
5.06 and 11.03(B)(I) with respect to its participation in the Loan outstanding
from time to time as if it was a Lender; PROVIDED FURTHER, HOWEVER, that (A)
such Participant shall have complied with the requirements of said Sections and
of SECTION 5.07 (as if such Participant were, for purposes of said SECTION 5.07,
a Lender hereunder), and (B) no Participant shall be entitled to receive any
greater amount pursuant to any such Section than the transferor Lender would
have been entitled to receive in respect of

59
<PAGE>

the amount of the participation transferred by such transferor Lender to such
Participant had no such transfer occurred. Each Participant will agree to keep
information confidential to the same extent as the transferor Lender was so
required.

(c) Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time and from time to time assign to any
of its Affiliates or to any Lender or any Affiliate thereof or to any bona fide
financial institution (an "ASSIGNEE") all or any part of its rights and
obligations under this Agreement the Note and the other Credit Facility
Documents pursuant to an Assignment and Acceptance, substantially in the form of
EXHIBIT D, executed by such Assignee, such assigning Lender and, in the case of
an Assignee that is not then a Lender or an Affiliate thereof, by the
Administrative Agent and delivered to the Administrative Agent for its
acceptance and recording in the Register; PROVIDED, HOWEVER, that, except (i) in
the case of an assignment to another Lender, or (ii) with the consent of
Borrower, each such assignment shall be in an amount equal to not less than
$5,000,000; PROVIDED, FURTHER, that prior to any such assignment by Lender to
any Assignee, Lender shall provide written notice to Borrower of Lender's
intention to make an assignment to such Assignee and the name of such Assignee.
Upon such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (A) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Commitment as set forth therein, and (B) the assigning Lender hereunder
shall, to the extent provided in such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such assigning Lender shall cease to be
party hereto). Notwithstanding anything to the contrary contained herein, an
Assignee shall be entitled to the benefits of SECTIONS 5.01 and 5.05 only if it
shall have complied with the requirements of said Sections (and also complied
with the requirements of SECTION 5.07.

(d) The Administrative Agent shall maintain at its address referred
to in SECTION 11 .02 a copy of each Assignment and Acceptance delivered to it
and a register (the "REGISTER") for the recordation of the names and addresses
of Lender and the commitment of, and principal amount of the Loan owing to, each
Lender from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and Borrower, the Administrative Agent and Lender
may treat each Person whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement. The Register shall be
available for inspection by Borrower or any Lender at any reasonable time and
from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, if required under SECTION 11 .06(C), by

60
<PAGE>

Borrower and/or the Administrative Agent) together with payment by the assigning
Lender of the Assignee to the Administrative Agent of a registration and
processing fee of $3,500, the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance, and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Register and
give notice of such acceptance and recordation to Lender and Borrower. On or
prior to such effective date, Borrower, at its own expense, shall execute and
deliver to the Administrative Agent (in exchange for the Note of the assigning
Lender) a new Note to the order of such Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder, a new Note to the order of
the assigning Lender in an amount equal to the Commitment retained by it
hereunder. Such new Note shall be dated the Closing Date and shall otherwise be
in the form of the Note replaced thereby.

(f) Borrower authorizes each Lender to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information in such Lender's possession concerning the Operating
Partnership and its Affiliates which has been delivered to such Lender by or on
behalf of Borrower pursuant to this Agreement or which has been delivered to
such Lender by or on behalf of Borrower in connection with such Lender's credit
evaluation of Borrower and its Affiliates prior to becoming a party to this
Agreement; PROVIDED, HOWEVER, that no Lender shall be authorized to disclose
such information to any Transferee or prospective Transferee unless such
Transferee or prospective Transferee has agreed in writing to maintain the
confidentiality of all confidential information provided to it (subject to
customary exceptions, such as disclosure to officers, directors, professional
advisors, regulators and similar Persons, disclosure pursuant to law or legal
process, disclosure following the public dissemination of such information by
another Person and disclosure of information provided to such Transferee or
prospective Transferee by a third party); and PROVIDED FURTHER, HOWEVER, that,
notwithstanding anything to the contrary contained in this Agreement, neither
the Administrative Agent nor any Lender shall be liable for any violation of the
terms of the foregoing proviso by any other Lender or the Administrative Agent,
as the case may be.

(g) Nothing herein shall prohibit any Lender from pledging or
assigning any Note to any Federal Reserve Bank in accordance with applicable
law.

SECTION 11.07 ADJUSTMENTS. If any Lender (a "BENEFITTED LENDER")
shall at any time receive any payment of all or part of its Loan, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, through the exercise of a right of bank's lien, setoff or
counterclaim against Borrower, pursuant to events or proceedings of the nature
referred to in ARTICLE IX(H), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loan, or interest thereon, such Benefited Lender shall
purchase at par for cash from the other

61
<PAGE>

Lenders a participating interest in such portion of each other Lender's Loan, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such Benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of Lender: PROVIDED, HOWEVER, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefited Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

SECTION 11.08 SURVIVAL. The obligations of Borrower under Sections
5.01, 5.04, 5.05 and 11.03 shall survive the repayment of the Loan. In addition,
each representation and warranty made, or deemed to be made by a notice of the
Loan hereunder, in the other Credit Facility Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the making of such representation and warranty, and Lender shall
not be deemed to have waived, by reason of making the Loan, any Default which
may arise by reason of such representation or warranty proving to have been
false or misleading, notwithstanding that Lender may have had notice or
knowledge or reason to believe that such representation or warranty was false or
misleading at the time such Loan was made.

SECTION 11.09 CAPTIONS. The table of contents and captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

SECTION 11.10 COUNTERPARTS. This Agreement maybe executed by one or
more of the parties to this Agreement with counterpart signature pages or in any
number of separate counterparts, all of which taken together shall constitute
one and the same instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with Borrower and the Administrative Agent.

SECTION 11.11 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

SECTION 11.12. INTEGRATION. This Agreement and the other Credit
Facility Documents represent the agreement of Borrower, the Administrative Agent
and Lender with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Credit Facility Documents.

62
<PAGE>

SECTION 11.13 GOVERNING LAW. THIS AGREEMENT AND THE NOTE AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTE SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

SECTION 11.14 SUBMISSION TO JURISDICTION. Borrower hereby irrevocably
and unconditionally:

(a) submits for itself and its Property in any legal action or
proceeding relating to this Agreement and the other Credit Facility Documents to
which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the nonexclusive general jurisdiction of the Courts of the
State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof, notwithstanding the
foregoing the Mortgage shall be governed and construed in accordance with the
laws of the State of New Jersey;

(b)consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court or forum and agrees not to plead
or claim the same;

(c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to Borrower at its
address set forth in SECTION 1L.02 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this SECTION 11.14 any special, exemplary, punitive or consequential damages.

SECTION 11.15 ACKNOWLEDGMENTS. Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement, the Note and the other Credit Facility Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to Borrower arising out of or in connection with

63
<PAGE>

this Agreement or any of the other Credit Facility Documents, and the
relationship between Administrative Agent and Lenders, on the one hand, and
Borrower, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and

(c) no joint venture is created hereby or by the other Credit
Facility Documents or otherwise exists by virtue of the transactions
contemplated hereby among Lender or among Borrower and Lender.

SECTION 11.16 WAIVER OF JURY TRIAL. BORROWER, THE ADMINISTRATIVE
AGENT AND LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
NOTE, THE CREDIT FACILITY DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN,
AND FOR ANY COUNTERCLAIM THEREIN.

64
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

BORROWER:

CALI REALTY, L.P.

By: Cali Realty Corporation, its sole general partner

By: ___________________________________
Name: _________________________________
Title: __________________________________

BRIDGE PLAZA REALTY ASSOCIATES L.P.

By: Cali Sub IX, Inc., its general partner

By:

------------------------------------
Name: Barry Lefkowitz
Title: Vice President

C.W. ASSOCIATES

By: Cali Sub II, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

CHESTNUT RIDGE ASSOCIATES

By: Cali Sub III, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

<PAGE>

500 COLUMBIA TURNPIKE ASSOCIATES

By: Cali Sub I, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

GROVE STREET ASSOCIATES OF JERSEY CITY LIMITED
PARTNERSHIP

By: Cali Sub IV, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

JUMPING BROOK REALTY ASSOCIATES L.P.

By: Cali Sub VII, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

OFFICE ASSOCIATES, LTD.

By: Cali Sub III, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

<PAGE>

ROSELAND II LIMITED PARTNERSHIP

By: Cali Sub III, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

SIX COMMERCE DRIVE ASSOCIATES

By: Cali Sub I, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

300 TICE REALTY ASSOCIATES, L.P.

By: Cali Sub IX, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

20 COMMERCE DRIVE ASSOCIATES

By: Cali Sub IV, Inc., its general partner

By:
------------------------------------
Name: Barry Lefkowitz
Title: Vice President

<PAGE>

ADMINISTRATIVE AGENT:

PRUDENTIAL SECURITIES CREDIT CORPORATION

By: ___________________________________
Name: _________________________________
Title: __________________________________

LENDER:

PRUDENTIAL SECURITIES CREDIT CORPORATION

By: _______________________________________
Name: _____________________________________
Title: ______________________________________

<PAGE>

EXHIBIT A

ASSUMPTION AGREEMENT

This ASSUMPTION AGREEMENT (this "Agreement") dated as of December __,
1997, is made by MACK-CALI REALTY, L.P., a Delaware limited partnership
("Mack-Cali"), pursuant to the Credit Agreement dated as of December ___ 1997
(the "Credit Agreement"), among Cali Realty, L.P., a Delaware limited
partnership (the "Operating Partnership"), the Parties listed on Schedule I
thereto (the "Property Partnership" and collectively with the Operating
Partnership, the "Borrower") the several lenders from time to time parties
thereto ("Lender") and Prudential Securities Credit Corporation ("PSC"), as
Administrative Agent for Lender. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein with the meanings so defined.

WITNESSETH:

WHEREAS, Cali Realty Corporation ("Cali"), a Maryland corporation, the
sole general partner of the Operating Partnership, has combined with The Mack
Company, a New Jersey based company ("Mack") and Patriot American Office Group,
a Texas based company ("Patriot" and together with Mack, the "Mack Combination")
pursuant to a contribution and exchange agreement dated as of September 18, 1997
(the "Merger Agreement") as amended, among Cali, the Operating Partnership and
the Mack Combination, whereby Cali has become Mack-Cali Corporation (the
"Company") and the Operating Partnership has become Mack-Cali Realty, L.P. (the
"Merger"); and

WHEREAS, pursuant to the Credit Agreement Lender has made a
commitments to make a Loan to Borrower, subject to the terms and conditions set
forth therein;

NOW THEREFORE, in consideration of the foregoing premises, and in
order to induce Lender to make the Loan pursuant to the Credit Agreement, the
parties hereto agree as follows:

SECTION 1. ASSUMPTION OF OBLIGATIONS. (a) Mack-Cali hereby
assumes, as its direct and primary obligation, all Obligations of Borrower under
the Credit Agreement on the Merger Consummation Date. Mack-Cali also assumes,
from and after the date hereof, the punctual performance and observance of all
of the covenants and conditions of the Credit Agreement to be performed or
observed by Borrower thereunder (including, without limitation, the payment of
all fees), and to be bound in all respects by the terms of the Credit Agreement,
including without limitation, Section 11.06 thereto, as of Mack-Cali were a
signatory party thereto.

<PAGE>

(b) Mack-Cali hereby represents and warrants that all
representations and warranties set forth in the Credit Agreement applicable to
Mack-Cali will be true and correct and complete upon consummation of the Merger.
Mack-Cali further covenants that, upon consummation of the Merger, it will be in
compliance with all agreements, affirmative covenants and negative covenants
applicable to Mack-Cali contained in the Credit Agreement.

SECTION 2. MISCELLANEOUS. (a) Except as herein set forth, the Credit
Agreement is in all respects ratified and confirmed and shall remain in full
force and effect.

(b) The address to which notices to Mack-Cali under the Credit
Agreement should be directed is:

Mack-Cali Realty, L.P.
11 Commerce Drive
Cranford, New Jersey 07016
Attention: Barry Lefkowitz
Telecopy: (908) 272-6755

Mack-Cali Realty, L.P.
11 Commerce Drive
Cranford, New Jersey 07016
Attention: Roger Thomas
Telecopy: (908) 272-6755

With a copy to:
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Jonathan A. Bernstein, Esq.
Telecopy: (212) 326-0806

(c) THE CREDIT AGREEMENT AND THIS ASSUMPTION AGREEMENT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

(d) This Agreement shall become effective on the Merger
Consummation Date.

2
<PAGE>

IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed as of the day and year first above written.

MACK-CALI REALTY, L.P.
By: Mack-Cali Realty Corporation, its sole
General Partner

By:
-------------------------------
Name:
Title:

Receipt of the foregoing Assumption Agreement is hereby acknowledged
on and as of the date set forth above.

PRUDENTIAL SECURITIES CREDIT
CORPORATION

By:
-------------------------------
Name:
Title:

<PAGE>

EXHIBIT B

PROMISSORY NOTE
---------------

$200,000,000.00 New York, New York
as of December __, 1997

FOR VALUED RECEIVED, the undersigned, (collectively, the "BORROWER"),DOES
HEREBY PROMISE TO PAY to the order of PRUDENTIAL SECURITIES CREDIT CORPORATION,
a Delaware corporation (the "Lender"), at the office of Prudential Securities
Credit Corporation at One New York Plaza, New York, New York 10292 in lawful
money of the United States of America in immediately available funds, the
principal amount of TWO HUNDRED MILLION AND NO/100 DOLLARS ($200,000,000.00), or
the aggregate unpaid principal amount of all Loans (as defined in the Credit
Agreement) made by the Lender to the maker hereof pursuant to the Credit
Agreement referred to below, whichever is less, on such date or dates as is
required by the Credit Agreement, and to pay interest on the unpaid principal
amount from time to time outstanding hereunder, in like money, at such office,
as set forth in Section 3.02 of the Credit Agreement.

The Borrower and any and all sureties, guarantors and endorsers of this
Note and all other parties now or hereafter liable heron severally waive grace,
demand, presentment for payment, protest, notice of intention to accelerate or
notice of acceleration,) and diligence in collecting and bringing suit against
any party hereto and agree to the extent permitted by applicable law (a) to all
extensions and partial payments, with or without notice, before or after
maturity, (b) to any substitution, exchange or release of any security now or
hereafter given for this Note, (c) to the release of any party primarily or
secondarily liable hereon, and (d) that it will not be necessary for any holder
of this Note, in order to enforce payment of this Note, to first institute or
exhaust such holder's remedies against the Borrower or any other party liable
therefor or against any security for this Note. The non-exercise by the holder
of any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance.

<PAGE>

This Note is the Note referred to in the Credit Agreement, dated
December __, 1997, among Cali Realty, L.P., as Operating Partnership, the
Parties listed on Schedule I attached thereto, as a Property Partnership and
collectively with the Operating Partnership, as Borrower, the lenders from time
to time parties thereto, as Lender and Prudential Securities Credit
Corporation, as Administrative Agent, as the same may be amended from time to
time, and is entitled to the benefits of and is secured by the security
interests granted in the Credit Agreement and Credit Facility Documents and the
other security documents referred to and described therein, which among other
things contain provisions for optional and mandatory prepayment, and for
acceleration of the maturity hereof upon the occurrence of certain events, all
as provided in the Credit Agreement.

Capitalized terms used and not defined in this Note shall have the meanings
assigned thereto under the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

BORROWER

CALI REALTY, L.P.

By: Cali Realty Corporation, its sole
general partner

By:
--------------------------------
Name: Barry Lefkowitz
Title: Vice President

BRIDGE PLAZA REALTY ASSOCIATES L.P.

By: Cali Sub IX, Inc., its general partner

By:
--------------------------------
Name: Barry Lefkowitz

<PAGE>

Title: Vice President

C.W. ASSOCIATES

By: Cali Sub II, Inc., its general partner

By:
---------------------------
Name: Barry Lefkowitz
Title: Vice President

CHESTNUT RIDGE ASSOCIATES

By: Cali Sub III, Inc., its general
partner

By:
---------------------------
Name: Barry Lefkowitz
Title: Vice President

500 COLUMBIA TURNPIKE ASSOCIATES

By: Cali Sub I, Inc., its general partner

By:
---------------------------
Name: Barry Lefkowitz
Title: Vice President

GROVE STREET ASSOCIATES OF JERSEY CITY
LIMITED PARTNERSHIP

By: Cali Sub IV, Inc., its general partner

<PAGE>

By:
----------------------------
Name: Barry Lefkowitz
Title: Vice President

JUMPING BROOK REALTY ASSOCIATES L.P.

By: Cali Sub VII, Inc., its general
partner

By:
----------------------------
Name: Barry Lefkowitz
Title: Vice President

OFFICE ASSOCIATES, LTD.

By: Cali Sub III, Inc., its general
partner

By:
----------------------------
Name: Barry Lefkowitz
Title: Vice President

ROSELAND II LIMITED PARTNERSHIP

By: Cali Sub III, Inc., its general
partner

By:
----------------------------
Name: Barry Lefkowitz
Title: Vice President

<PAGE>

SIX COMMERCE DRIVE ASSOCIATES

By: Cali Sub I, Inc., its general partner

By:
----------------------------
Name: Barry Lefkowitz
Title: Vice President

300 TICE REALTY ASSOCIATES, L.P.

By: Cali Sub IX, Inc., its general partner

By:
----------------------------
Name: Barry Lefkowitz
Title: Vice President

20 COMMERCE DRIVE ASSOCIATES

By: Cali Sub IV, Inc., its general partner

By:
----------------------------
Name: Barry Lefkowitz
Title: Vice President

<PAGE>
=========================================================================
Unpaid Name of
Payments Principal Person
Amount of Principal Balance Making
Date Loan Interest of Note Notation
- ---------- --------------- --------------- -------------- ---------------

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

<PAGE>

THE PARTIES LISTED ON SCHEDULE I HERETO
collectively, as Mortgagor

in favor of

PRUDENTIAL SECURITIES CREDIT CORPORATION,
as Administrative Agent for the Lenders,
as Mortgagee

MORTGAGE, SECURITY AGREEMENT
AND ASSIGNMENT OF LEASES AND RENTS

Dated as of December 10, 1997

RECORD AND RETURN TO:

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 Third Avenue
New York, New York 10022
Attention: David L. Nagler, Esq.

<PAGE>

TABLE OF CONTENTS
PAGE

1. PAYMENT OF INDEBTEDNESS AND INCORPORATION OF COVENANTS, CONDITIONS AND
AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

2. WARRANTY OF TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

3. INSURANCE REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .4

4. CASUALTY LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

5. PAYMENT OF TAXES AND OTHER CHARGES. . . . . . . . . . . . . . . . . . . . .4

6. ESCROWED FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

7. CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

8. LEASES AND RENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

9. MAINTENANCE, USE AND MANAGEMENT OF MORTGAGED PROPERTY . . . . . . . . . . .6

10.SALE OF MORTGAGED PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . .7

11.NO OTHER ENCUMBRANCES PERMITTED . . . . . . . . . . . . . . . . . . . . . .7

12.[Intentionally Deleted] . . . . . . . . . . . . . . . . . . . . . . . . . .7

13.[Intentionally Deleted] . . . . . . . . . . . . . . . . . . . . . . . . . .7

14.[Intentionally Deleted] . . . . . . . . . . . . . . . . . . . . . . . . . .7

15.PERFORMANCE OF OTHER AGREEMENTS . . . . . . . . . . . . . . . . . . . . . .7

16.FURTHER ACTS, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

17.RECORDING OF MORTGAGE, ETC. . . . . . . . . . . . . . . . . . . . . . . . .8

18.[Intentionally Deleted] . . . . . . . . . . . . . . . . . . . . . . . . . .8

19.EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

i
<PAGE>

20. [Intentionally Deleted] . . . . . . . . . . . . . . . . . . . . . . . . .9

21. RIGHT TO CURE DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . . . .9

22. NON-DISTURBANCE OF TENANTS. . . . . . . . . . . . . . . . . . . . . . . 10

23. MORTGAGEE'S REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . 10

24. APPLICATION OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . 14

25. CHANGES IN THE LAWS REGARDING TAXATION. . . . . . . . . . . . . . . . . 14

26. NO CREDITS ON ACCOUNT OF THE INDEBTEDNESS . . . . . . . . . . . . . . . 14

27. DOCUMENTARY STAMPS. . . . . . . . . . . . . . . . . . . . . . . . . . . 15

28. BLANKET LIEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

29. RIGHT OF ENTRY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

30. REASONABLE USE AND OCCUPANCY. . . . . . . . . . . . . . . . . . . . . . 15

31. SECURITY AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 15

32. ACTIONS AND PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . 16

33. WAIVER OF COUNTERCLAIM. . . . . . . . . . . . . . . . . . . . . . . . . 16

34. RECOVERY OF SUMS REQUIRED TO BE PAID. . . . . . . . . . . . . . . . . . 16

35. MARSHALLING AND OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . 16

36. [Intentionally Deleted] . . . . . . . . . . . . . . . . . . . . . . . . 16

37. ACCESS LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

38. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

39. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

40. AUTHORITY.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

41. WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ii
<PAGE>

42. REMEDIES OF MORTGAGOR . . . . . . . . . . . . . . . . . . . . . . . . . 19

43. SOLE DISCRETION OF MORTGAGEE. . . . . . . . . . . . . . . . . . . . . . 19

44. NONWAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

45. NO ORAL CHANGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

46. LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

47. INAPPLICABLE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 20

48. HEADINGS, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

49. DUPLICATE ORIGINALS . . . . . . . . . . . . . . . . . . . . . . . . . . 20

50. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

51. HOMESTEAD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

52. ASSIGNMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

53. INTEGRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

54. APPLICABLE LAW; JURISDICTION. . . . . . . . . . . . . . . . . . . . . . 21

iii
<PAGE>

THIS MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (the
"MORTGAGE") is made as of the 8th day of December, 1997, by the Parties listed
on Schedule I attached hereto and made a part hereof, as mortgagor, (each a
"MORTGAGOR," and collectively, "MORTGAGOR"), each having its principal place of
business at 11 Commerce Drive, Cranford, New Jersey 07016 in favor of Prudential
Securities Credit Corporation, a Delaware corporation, having its principal
place of business at One New York Plaza, New York, New York 10292, as
administrative agent for the benefit of the lenders named in the Credit
Agreement (as hereinafter defined) ("MORTGAGEE").

W I T N E S S E T H:

WHEREAS, Mack-Cali Realty, L.P. ("MACK-CALI") each constituent Mortgagor,
Mortgagee and the lenders named therein have entered into a credit agreement
(the "CREDIT AGREEMENT"), dated as of the date hereof, whereby the lenders
agreed to lend Mortgagor an aggregate principal amount of TWO HUNDRED MILLION
($200,000,000) DOLLARS, pursuant to and subject to the terms and conditions set
forth therein;

WHEREAS, Mack-Cali and its affiliates beneficially own 100% of each
Mortgagor;

WHEREAS, each constituent Mortgagor is obtaining a material benefit from
the loan secured by this Mortgage (the "LOAN");

WHEREAS, the lenders would not have made the Loan unless each constituent
Mortgagor entered into this Mortgage; and

WHEREAS, to secure Mortgagors' joint and several obligation (with
Mack-Cali) to repay the Indebtedness (as hereinafter defined) each constituent
Mortgagor has agreed, for the benefit of the Mortgagee, to provide Mortgagee a
first mortgage lien on the Mortgaged Property (as hereinafter defined) owned by
such constituent Mortgagor and an assignment of all leases and rents with
respect to such Mortgaged Property.

NOW THEREFORE, To secure the payment of an indebtedness in the principal
sum of TWO HUNDRED MILLION ($200,000,000) DOLLARS, lawful money of the United
States of America, to be paid with interest according to a one or more
contemporaneously executed Promissory Notes made by each constituent Mortgagor
(and Mack-Cali) to the order of each of the lenders (said Promissory Notes,
together with all extensions, renewals or modifications thereof, is referred to
as the "NOTE", and said indebtedness, interest and all other sums due hereunder,
and under the Note, the Credit Agreement, and the other Credit Facility
Documents (as hereinafter defined) including applicable attorney fees and costs,
is collectively referred to as the "INDEBTEDNESS"), Mortgagor hereby irrevocably
mortgages, grants, conveys and creates a lien and security interest in, and sets
over to Mortgagee, its successors and assigns, with the right to entry and
possession, all of its estate, right, title and interest in, to, and under any
and all of the

<PAGE>

following described property (collectively, the "MORTGAGED PROPERTY") , whether
now owned or held or hereafter acquired:

(a) The eleven parcels of real property described in EXHIBITS A attached
hereto (the "PREMISES") and the buildings, structures, additions, enlargements,
extensions, modifications, repairs, replacements and improvements now or
hereafter located thereon (the "IMPROVEMENTS");

(b) all easements, rights-of-way, strips and gores of land, streets, ways,
alleys, passages, sewer rights, water, water courses, water rights and powers,
air rights and development rights, and all estates, rights, titles, interests,
privileges, liberties, tenements, hereditaments and appurtenances of any nature
whatsoever, in any way belonging, relating or pertaining to the Premises and the
Improvements and the reversion and reversions, remainder and remainders, and all
land lying in the bed of any street, road or avenue, opened or proposed, in
front of or adjoining the Premises, to the center line thereof and all the
estates, rights, titles, interests, dower and rights of dower, curtesy and
rights of curtesy, property, possession, claim and demand whatsoever, both at
law and in equity, of Mortgagor of, in and to the Premises and the Improvements
and every part and parcel thereof, with the appurtenances thereto;

(c) all machinery, equipment, fixtures (including but not limited to all
heating, air conditioning, plumbing, lighting, communications and elevator
fixtures) , building equipment, materials and supplies, and other property of
every kind and nature, whether tangible or intangible, owned by Mortgagor, or in
which Mortgagor has or shall have an interest, now or hereafter located upon the
Premises and the improvements, or appurtenant thereto, and usable in connection
with the present or future operation and occupancy of the Premises and the
Improvements (hereinafter collectively called the "EQUIPMENT") , including the
proceeds of any sale or transfer of the foregoing, and, without limiting the
generality of the foregoing, if any such Equipment is subject to any prior
security interest or prior security agreement (as such terms are defined in the
Uniform Commercial Code, as adopted and enacted in the State or States in which
any of the Mortgaged Property is located), then the Mortgaged Property shall
include all of the right, title and interest of Mortgagor in and to any such
Equipment, together with all deposits and payments now or hereafter made by
Mortgagor with respect to such Equipment;

(d) all awards, payments or compensation, including interest thereon,
heretofore or hereafter made with respect to the Mortgaged Property for any
injury or decrease in the value of the Mortgaged Property related to any
exercise of the right of eminent domain or condemnation (including without
limitation, any transfer made in lieu of or in anticipation of the exercise of
said rights or for a change of grade);

(e) all leases, reciprocal easement agreements, and other agreements and
arrangements affecting the use, enjoyment or occupancy of, or the conduct of any
activity upon or at the Premises and the Improvements heretofore or hereafter
entered into (the "LEASES") , all income, rents (including, without limitation,
all percentage rents), issues, profits and revenues (including all oil and gas
or other mineral royalties and bonuses) from the Mortgaged Property (the
"RENTS")

2
<PAGE>

and all proceeds from the sale or other disposition of the Leases and the right
to receive and apply the Rents to the payment of the Indebtedness;

(f) all proceeds of, and any unearned premiums on, any insurance policies
covering the Mortgaged Property, including, without limitation, the right to
receive and apply the proceeds of any insurance, judgments, or settlements made
in lieu thereof, for damage to the Mortgaged Property; and

(g) the right, in the name and on behalf of Mortgagor, to appear in and
defend any action or proceeding brought with respect to the Mortgaged Property
and to commence any action or proceeding to protect the interest of Mortgagee in
the Mortgaged Property;

TO HAVE AND TO HOLD the Mortgaged Property unto and to the use and benefit
of Mortgagee, and the successors and assigns of Mortgagee, forever to secure the
payment to Mortgagee of the Indebtedness at the time and in the manner provided
for its payment in the Note, in this Mortgage or in the other Credit Facility
Documents;

PROVIDED, HOWEVER, these presents are upon the express condition that, if
Mortgagor (and/or Mack-Cali) shall pay to Mortgagee the Indebtedness at the time
and in the manner provided in the Note, in this Mortgage or in the other Credit
Facility Documents, and shall abide by and comply with each and every covenant
and condition set forth herein and in the Note in a timely manner, these
presents and the estate hereby granted shall cease, terminate and be void, and
Mortgagee shall execute and deliver to Mortgagor a satisfaction or discharge of
this Mortgage, in recordable form.

Mortgagor hereby represents and warrants to and covenants and agrees with
Mortgagee as follows:

1. PAYMENT OF INDEBTEDNESS AND INCORPORATION OF COVENANTS, CONDITIONS AND
AGREEMENTS. The Indebtedness is a joint and several obligation of each
Mortgagor (and Mack-Cali) and each Mortgagor covenants to pay the Indebtedness
at the time and in the manner provided in the Note, the Credit Agreement, this
Mortgage and the documents evidencing or securing the Indebtedness
(collectively, the "CREDIT FACILITY DOCUMENTS"). Each Mortgagor hereunder
acknowledges and agrees that the Mortgage on each Property secures repayment of
the entire Indebtedness. All the covenants, conditions and agreements contained
in: (a) the Note; and (b) the other Credit Facility Documents (other than the
Note or this Mortgage) now or hereafter executed by Mortgagor and/or others in
favor of Mortgagee, which wholly or partially secure or guaranty payment of the
Note, provide for any indemnity in favor of or payment to Mortgagee related to
the Indebtedness, the Note or the Mortgaged Property, provide for any
escrow/holdback arrangements or for any actions to be completed by Mortgagor
subsequent to the date hereof, or are otherwise related to the Loan; are hereby
made a part of this Mortgage to the same extent and with the same force as if
fully set forth herein.

3
<PAGE>

2. WARRANTY OF TITLE. Each constituent Mortgagor warrants that it has
good title to the applicable Mortgaged Property and has the right to deed,
mortgage, give, grant a security interest in, bargain, sell, alien, enfeoff,
convey, confirm, pledge, assign and hypothecate the same and that Mortgagor
possesses an unencumbered fee estate in the Premises and the Improvements and
that they own the Mortgaged Property free and clear of all liens, encumbrances
and charges whatsoever, except for those liens and encumbrances shown in the
title insurance policies listed in SCHEDULE II (the "TITLE POLICIES"), attached
hereto and made a part hereof, and such other encumbrances which have arisen in
the ordinary course of business since the date of such policies, provided that
each constituent Mortgagor represents and warrants that no mortgages,
assignments of leases and rents or other financing liens encumber any of the
Mortgaged Properties and each constituent Mortgagor covenants and agrees to keep
each Mortgaged Property free from such liens (other than the lien of this
Mortgage and the other Credit Facility Documents), during the term of this Loan.
Each constituent Mortgagor represents and warrants that any encumbrances which
are not listed in the Title Policies do not impact any of the Mortgaged
Properties in a materially adverse manner. Mortgagor shall forever warrant,
defend and preserve such title and the validity and priority of the lien of this
Mortgage to Mortgagee against the claims of all persons whomsoever.

3. INSURANCE REQUIREMENTS. Mortgagor, at its sole cost and expense, will
keep the Mortgaged Property insured during the entire term of this Mortgage for
the mutual benefit of Mortgagor and Mortgagee in accordance with the terms of
Section 8.06 of the Credit Agreement.

4. CASUALTY LOSS. If any of the Mortgaged Property is damaged or
destroyed, in whole or in part, by fire or other casualty (a "CASUALTY"),
Mortgagor shall give prompt notice thereof to Mortgagee. Mortgagor hereby
authorizes and empowers Mortgagee to settle, adjust or compromise any claims for
any insurance proceeds arising from any Casualty (the "INSURANCE PROCEEDS"), to
receive such Insurance Proceeds and to retain and apply such Insurance Proceeds
as set forth herein. If no Event of Default (hereinafter defined), or event
which with the giving of notice or passage of time, or both, would give rise to
an Event of Default, has occurred as of the date of the Casualty, then:

(i) If the aggregate amount of any Insurance Proceeds resulting from
a Casualty (or series of related Casualties) is equal to $1,000,000 or
less, and no Event of Default shall have occurred and be continuing, such
Insurance Proceeds shall be paid directly to Mortgagor and may be used by
Mortgagor for any lawful purpose; and

(ii) If the aggregate amount of any Insurance Proceeds resulting from
a Casualty (or series of related Casualties) exceeds $1,000,000, then all
Insurance Proceeds from such Casualty shall be applied, at Mortgagor's
election, either (A) to the prompt repair and replacement of the Mortgaged
Property that is the subject of such Casualty or (B), after deduction for
Mortgagee's costs and expenses of collection, if any, to the repayment of
the Indebtedness (whether or not then due and payable), and shall be paid
over directly to Mortgagee.

4
<PAGE>

5. PAYMENT OF TAXES AND OTHER CHARGES.

(a) Mortgagor shall pay or cause to be paid and discharged all taxes,
assessments, water rates and sewer rents now or hereafter levied or assessed or
imposed against the mortgaged Property or any part thereof (collectively, the
"TAXES"), and all ground rents, utility charges, maintenance charges, other
governmental impositions, and all other liens or charges whatsoever which may be
or become a lien or charge against the Mortgaged Property (including without
limitation, mechanics and materialmen's liens, vault charges and license fees
for the use of vaults, chutes and similar areas adjoining the Premises), now or
hereafter related to, or levied, assessed or imposed against, the Mortgaged
Property or any part thereof (collectively, the "OTHER CHARGES") as the same
become due and payable. Mortgagor will deliver to Mortgagee, promptly upon
Mortgagee's request, evidence satisfactory to Mortgagee that the Taxes and Other
Charges have been paid prior to the same becoming delinquent.

(b) After prior written notice to Mortgagee, Mortgagor, at its own
expense, may contest by appropriate legal proceeding, promptly initiated and
conducted in good faith and with due diligence, the amount or validity or
application in whole or in part of any of the Taxes or Other Charges, provided
that: (i) no Event of Default has occurred and shall be continuing; (ii)
Mortgagor is permitted to do so under the provisions of any mortgage, deed of
trust, ground lease, or other instrument which creates a superior or junior lien
to this Mortgage (it being understood that no such superior or junior liens will
be permitted unless specifically allowed, in writing, by Mortgagee); (iii) such
proceeding shall be permitted under and be conducted in accordance with the
provisions of any other instrument to which Mortgagor is subject and shall not
constitute a default thereunder; (iv) neither the Mortgaged Property nor any
part thereof or interest therein will be in danger of being sold, forfeited,
terminated, cancelled or lost; (v) Mortgagor shall have set aside adequate
reserves (which Mortgagee may at its option require to be placed in escrow with
Mortgagee) for the payment of the Taxes or Other Charges, together with all
interest and penalties; and (vi) Mortgagor shall have furnished such security as
may be required in the proceeding, or as may be requested by Mortgagee to insure
the payment of any such Taxes or Other Charges, together with all interest and
penalties thereon.

6. ESCROWED FUNDS. [Intentionally Deleted]

7. CONDEMNATION. Mortgagor shall promptly give Mortgagee written notice
of the actual or threatened commencement of any exercise of a right of
condemnation or eminent domain affecting all or any part of the Mortgaged
Property (each such event being hereinafter referred to as a "CONDEMNATION") ,
and shall deliver to Mortgagee copies of any and all papers served in connection
with any such Condemnation. Notwithstanding any taking (including but not
limited to any transfer made in lieu of or in anticipation of the exercise of
such taking) of all or any part of the Mortgaged property through a
Condemnation, Mortgagor shall continue to pay the Indebtedness at the time and
in the manner provided for its payment in the Note, this Mortgage and the other
Credit Facility Documents, and the Indebtedness shall not be reduced

5
<PAGE>

until any award or payment therefor shall have been actually received and
applied by Mortgagee (after deducting any expenses of collection) to the
Indebtedness. Mortgagee shall not be limited to the rate of interest paid on
any such award or payment from a Condemnation but shall be entitled to receive
out of such award or payment interest at the rate then applicable under the
Note. Mortgagor shall cause any award or payment payable to Mortgagor in any
Condemnation to be paid directly to Mortgagee. If the proceeds from any
Condemnation (or series of related Condemnations) are less than $1,000,000, then
if no Event of Default shall have occurred and be continuing, such proceeds
shall be paid to Mortgagor and may be used by Mortgagor for any lawful purpose.
If the proceeds from any Condemnation (or series of related Condemnations) are
in excess of $1,000,000, either (A) Mortgagor shall apply such proceeds towards
an improvement of the property which is the subject of the Condemnation, in a
manner reasonably acceptable to Mortgagee and shall reasonably document such
improvements to Mortgagee, or, (B) if Mortgagor chooses not to apply such
proceeds towards improvement of the Mortgaged Property which is the subject of
the Condemnation, Mortgagee shall apply any such award or payment (after
deducting any expenses of collection) to the reduction or discharge of the
Indebtedness (whether or not then due and payable). If the Mortgaged Property
is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of
any such award or payment, Mortgagee shall have the right, whether or not a
deficiency judgment on the Note shall have been sought, recovered or denied, to
receive said award or payment, or a portion thereof sufficient to fully satisfy
the Indebtedness.

8. LEASES AND RENTS. Mortgagor does hereby absolutely and
unconditionally assign to Mortgagee all current and future Leases and Rents, it
being intended by Mortgagor that this assignment constitutes a present, absolute
assignment and not an assignment for additional security only. The terms and
conditions of this assignment shall be governed by the Assignment of Leases and
Rents (the "ASSIGNMENT OF LEASES") executed by Mortgagor in favor of Mortgagee
contemporaneously with this Mortgage. Except as permitted pursuant to the
Assignment of Leases, Mortgagor shall not enter into any future Leases of all or
any part of the Mortgaged Property.

9. MAINTENANCE, USE AND MANAGEMENT OF MORTGAGED PROPERTY.

(a) Mortgagor shall cause the Mortgaged Property to be maintained in a
good and safe condition and repair. The Improvements and the Equipment shall
not be removed, demolished or materially altered (except for normal replacement
of the Equipment) without the consent of Mortgagee, not to be unreasonably
withheld. Mortgagor shall promptly comply with all laws, orders and ordinances
affecting the Mortgaged Property, or the use thereof, except that Mortgagor
shall be permitted to contest any change or proposed change thereto under the
same terms and conditions as permitted in paragraph 5(b), above. Mortgagor
shall promptly repair, replace or rebuild any part of the Mortgaged Property
which may be destroyed by any Casualty, become damaged, worn or dilapidated or
which may be affected by any Condemnation, and shall also complete and pay for
any structure at any time in the process of construction or repair on the
Premises. Unless Mortgagee otherwise consents in writing, Mortgagor shall not
initiate, join in,

6
<PAGE>

acquiesce in or consent to any change in any private restrictive covenant,
replat, easement, zoning law or other public or private restriction, limiting or
defining the uses which may be made of the Mortgaged Property or any part
thereof. If under applicable zoning provisions the use of all or any portion of
the Mortgaged Property is or shall become a nonconforming use, Mortgagor will
not cause or permit such nonconforming use to be discontinued or abandoned
without the express written consent of Mortgagee.

(b) Mortgagor shall use and continuously operate and permit the use
and continuous operation of the Premises and the Improvements as provided for in
Mortgagor's original loan application to Mortgagee.

(c) Unless Mortgagee otherwise consents in writing, Mortgagor shall
not initiate, join in, acquiesce in or consent to the removal or resignation of
the managing agent for the Mortgaged Property or the transfer of ownership,
management or control of such managing agent to a person or entity other than
Mortgagor or the general partner or managing partner of Mortgagor.

10. SALE OF MORTGAGED PROPERTY.

(a) Mortgagor acknowledges that Mortgagee has examined and relied on
the creditworthiness and experience of the constituent Mortgagors in agreeing to
make the loan secured hereby, and that Mortgagee has a valid interest in
maintaining the value of the Mortgaged Property so as to ensure that should
Mortgagor default in the repayment of the Indebtedness, Mortgagee can recover
the Indebtedness by a sale of the Mortgaged Property.

(b) Mortgagor may not transfer the Mortgaged Property except as may
be permitted pursuant to the Credit Agreement.

11. NO OTHER ENCUMBRANCES PERMITTED. Except for financing liens placed
against the Mortgagor's inventory in the normal course of business, Mortgagor
shall not, directly or indirectly, mortgage, pledge, hypothecate, encumber,
assign or otherwise place a lien or security interest against the Mortgaged
Property without in each instance obtaining the prior written consent of
Mortgagee, which consent may be given or withheld by Mortgagee in each instance
in its sole discretion. If Mortgagee does consent to any additional mortgages
or liens, it may require the modification of this Mortgage, payment of an
administrative fee in an amount determined by Mortgagee and such other
conditions as Mortgagee shall determine in its sole discretion. Mortgagee shall
not be required to demonstrate any actual impairment of its security or any
increased risk of default hereunder in order to declare the Indebtedness
immediately due and payable upon such encumbrance. This provision shall apply
to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer
of the Mortgaged Property regardless of whether voluntary or not, or whether or
not Mortgagee has consented to any previous sale, conveyance, alienation,
mortgage, encumbrance, pledge or transfer of the Mortgaged Property.

7
<PAGE>

12. [Intentionally Deleted]

13. [Intentionally Deleted]

14. [Intentionally Deleted]

15. PERFORMANCE OF OTHER AGREEMENTS. Mortgagor shall observe and perform
each and every term to be observed or performed by Mortgagor pursuant to the
terms of any agreement or recorded instrument affecting or pertaining to the
Mortgaged Property.

16. FURTHER ACTS, ETC. Mortgagor will, at the cost of Mortgagor, and
without expense to Mortgagee, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, mortgages, assignments, notices of
assignment, transfers and assurances as Mortgagee shall, from time to time,
require for the better assuring, conveying, assigning, transferring and
confirming unto Mortgagee the property and rights hereby mortgaged, given,
granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, pledged,
assigned and hypothecated or intended now or hereafter so to be, or which
Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee,
or for carrying out the intent of or facilitating the performance of the terms
of this Mortgage or for filing, registering or recording this Mortgage.
Mortgagor, on demand, will execute and deliver and hereby authorizes Mortgagee
to execute in the name of Mortgagor or without the signature of Mortgagor to the
extent Mortgagee may lawfully do so, one or more financing statements, chattel
mortgages or other instruments, to evidence or perfect more effectively the
security interest of Mortgagee in the Mortgaged Property. Mortgagor grants to
Mortgagee an irrevocable power of attorney coupled with an interest for the
purpose of exercising and perfecting any and all rights and remedies available
to Mortgagee under the Note, this Mortgage, the other Credit Facility Documents,
at law or in equity, including without limitation the rights and remedies
described in this paragraph.

17. RECORDING OF MORTGAGE, ETC. Upon the execution and delivery of this
Mortgage and thereafter, from time to time, Mortgagor shall cause this Mortgage,
the Assignment of Leases and any other instrument creating or evidencing a lien
or security interest in Mortgagee's favor upon the Mortgaged Property, and each
instrument of further assurance to be filed, registered or recorded in such
manner and in such places as may be required by any present or future law in
order to publish notice of and protect Mortgagee's interest in and lien or
security interest upon the Mortgaged Property. Except where otherwise
prohibited by law, Mortgagor will pay all filing, registration or recording
fees, and all expenses incident to the preparation, execution, acknowledgment,
and subsequent release or reconveyance of this Mortgage and the Note, any deed
of trust or mortgage supplemental hereto, any security instrument with respect
to the Mortgaged Property, any instrument of further assurance and all federal,
state, county and municipal, taxes, duties, imposts, assessments and charges
arising out of or in connection with the same. Mortgagor shall hold harmless
and indemnify Mortgagee, its successors and assigns, against any liability
incurred by reason of the imposition of any tax on the making and recording of
this Mortgage.

8
<PAGE>

18. [Intentionally Deleted]

19. EVENTS OF DEFAULT. The Indebtedness shall become immediately due and
payable at the option of Mortgagee, without notice or demand, upon the
occurrence of any one or more of the followings events ("EVENTS OF DEFAULT"):

(a) any Event of Default (as defined in the Credit Agreement);

(b) if Mortgagor fails to make the full and punctual payment of Taxes
or Other Charges as required hereby;

(c) if Mortgagor fails to keep the policies of insurance required
under Section 8.06 of the Credit Agreement in full force and effect, or fails to
promptly deliver copies thereof to Mortgagee upon request;

(d) if Mortgagor shall make an assignment for the benefit of
creditors or if Mortgagor is not paying Indebtedness as and when the same become
due;

(e) if a receiver, liquidator or trustee of Mortgagor shall be
appointed or if Mortgagor is adjudicated bankrupt or insolvent, or if any
petition for bankruptcy, reorganization or arrangement pursuant to federal
bankruptcy law, or any similar federal or state law, shall be filed by or
against, consented to, or acquiesced in by, Mortgagor or if any proceeding for
the dissolution or liquidation of Mortgagor shall be instituted; however, if
such appointment, adjudication, petition or proceeding was involuntary and not
consented to by Mortgagor, then upon the same not being discharged, stayed or
dismissed within sixty (60) days;

(f) if Mortgagor shall be in default under any other deed of trust,
mortgage or security agreement covering any part of the Mortgaged Property
whether it be superior or junior in priority to this Mortgage (it not being
implied by this clause that any such encumbrance will be permitted);

(g) if the Mortgaged Property becomes subject to any mechanic's,
materialman's or other lien (other than a lien for local real estate taxes and
assessments not then due and payable, or any lien being contested by Mortgagor
pursuant to its rights hereunder) and such lien shall remain undischarged of
record (by payment, bonding or otherwise) for a period of sixty (60) calendar
days;

(h) if Mortgagor fails to promptly and diligently cure any material
violations of laws or ordinances affecting the Mortgaged Property; or

(i) if for more than thirty (30) days after written notice from
Mortgagee, Mortgagor shall fail to perform any other term, covenant or condition
of the Note, this Mortgage

9
<PAGE>

or any of the other Credit Facility Documents; provided, however, that if such
failure to perform is of a type which cannot be cured within such thirty (30)
day period and Mortgagor diligently commences and prosecutes such cure,
Mortgagee shall allow a reasonable additional time period (not to exceed sixty
(60) additional days) to complete such cure.

20. [Intentionally Deleted]

21. RIGHT TO CURE DEFAULTS. Upon the occurrence of any Event of Default,
or if Mortgagor fails to make any payment or to do any act as herein required,
Mortgagee may do such acts or make such payments in Mortgagor's stead, in such
manner and to the extent that Mortgagee may deem necessary to protect the
security hereof. Any such acts or payments by Mortgagee shall be at Mortgagee's
sole discretion, may be taken without notice to or demand on Mortgagor, and will
not release Mortgagor from any obligation hereunder. Mortgagee is authorized to
enter upon the Mortgaged Property for such purposes, or appear in, defend or
bring any action or proceeding to protect its interest in the Mortgaged
Property, to cause this Mortgage to be foreclosed or to collect the
Indebtedness. All such costs and expenses (including attorney fees) incurred by
Mortgagee in remedying any such Event of Default, in acting or making payments
in Mortgagor's stead, or in appearing in, defending or bringing any of the
foregoing actions or proceedings, shall bear interest at the Default Rate from
the date incurred by Mortgagee until the date of payment to Mortgagee. All such
costs and expenses incurred by Mortgagee together with interest thereon
calculated at the above rate shall be deemed to constitute a portion of the
Indebtedness and be secured by this Mortgage and the other Credit Facility
Documents and shall be immediately due and payable upon demand by Mortgagee
therefor.

22. NON-DISTURBANCE OF TENANTS. Provided a tenant of the Mortgaged
Property is not in default under the terms of its Lease, Mortgagee agrees that
in the event it acquires title to all or a portion of the Mortgaged Property by
reason of a foreclosure, the tenant's possession and occupancy of the Mortgaged
Property and the tenant's rights and privileges under its Lease during the term
thereof (including any renewal term) shall not be disturbed and Mortgagee shall
recognize the Lease and tenant's rights thereunder.

23. MORTGAGEE'S REMEDIES.

Upon the occurrence and during the continuance of any Event of Default
(beyond the expiration of applicable notice and cure periods), Mortgagee may
take such actions against Mortgagor and/or against any Mortgaged Property or any
portion thereof or with respect to all of the Mortgaged Property or any portion
thereof as Mortgagee determines is necessary to protect and enforce its rights
hereunder, without notice or demand except as set forth below. Any such actions
taken by Mortgagee shall be cumulative and concurrent and may be pursued
independently, singly, successively, together or otherwise, at such time and in
such order as Mortgagee may determine in its sole discretion, to the fullest
extent permitted by law, without impairing or otherwise affecting the other
rights and remedies of Mortgagee permitted by law, equity or con-

10
<PAGE>

tract or as set forth herein or in the other Loan Documents. Such actions may
include the following:

(a) ACCELERATION. Subject to and in accordance with any applicable
provisions of the Credit Agreement, all or any portion of the unpaid principal
balance of the Loan, together with all accrued and unpaid interest thereon, and
all other unpaid Indebtedness, may be declared to be immediately due and
payable.

(b) ENTRY. Mortgagee may enter into or upon any Mortgaged Property,
personally or by its agents, nominees or attorneys, and may dispossess Mortgagor
and its agents and servants therefrom, and thereupon Mortgagee may: (i) use,
operate, manage, control, insure, maintain, repair, restore and otherwise deal
with all and every portion of any Mortgaged Property and conduct business
thereon, in any case either in the name of Mortgagee or in such other name as
Mortgagee shall in its reasonable discretion deem advisable; (ii) exercise all
rights and powers of Mortgagor with respect to any Mortgaged Property whether in
the name of Mortgagor or otherwise, including the right to enter into, cancel,
enforce or modify Leases, obtain and evict tenants and demand, sue for, collect
and receive all Rents with respect to any Mortgaged Property; and (iii) apply
the receipts of all such Rents with respect to said Mortgaged Property to the
payment of the Indebtedness in such order as Mortgagee shall determine in its
sole discretion, after deducting therefrom all costs and expenses (including
reasonable attorneys' fees and disbursements) incurred in connection with the
aforesaid operations.

(c) FORECLOSURE. Mortgagee may institute proceedings for the
complete or partial foreclosure of this Mortgage against all or any portion of
the Mortgaged Property, in which case any Mortgaged Property or any portion
thereof may be sold for cash or upon credit, as an entirety or in parcels or
portions. Mortgagee may institute proceedings for the partial foreclosure of
this Mortgage against all or any portion of the Mortgaged Property for the
portion of the Indebtedness which is then due and payable, subject to the
continuing lien of this Mortgage on the remainder of the Mortgaged Property for
the balance of the Indebtedness not then due, and in the event of the
foreclosure or other action by Mortgagee to enforce its remedies in connection
with one (l) or more of the Mortgaged Properties or all or any portion of the
Mortgaged Property, regardless of the Net Proceeds received in connection with
such foreclosure sale (or other remedy), all Net Proceeds received shall be
applied to repay the Indebtedness, the Indebtedness shall be reduced to the
extent of such Net Proceeds and the remaining portion of the Indebtedness shall
remain outstanding and secured by this Mortgage and the other Loan Documents, it
being understood and agreed by Mortgagor that Mortgagor is liable for the
repayment of the Indebtedness and that any "excess" foreclosure proceeds are
part of the cross-collateralized and cross-defaulted security granted to
Mortgagee pursuant to this Mortgage.

NET PROCEEDS: Shall mean (i) either (x) the purchase price (at
foreclosure or otherwise) actually received by Mortgagee with respect
to one or more Individual Properties as a result of the exercise by
Mortgagee of its rights, powers, privileges and other remedies after
the occurrence of an Event of Default, or (y) in the event

11
<PAGE>

that Mortgagee (or Mortgagee's nominee) is the purchaser at
foreclosure of all or a portion of the Mortgaged Property) by credit
bid, then the purchase price received by Mortgagee (in either case,
the "PURCHASE PRICE") shall be the amount actually received by
Mortgagee upon its ultimate disposition of the applicable Mortgaged
Property so acquired by credit bid, in either case less (ii) all costs
and expenses, including, without limitation, all brokerage fees, if
applicable, appraisal fees, architect, engineer, environmental
consultant and other professional fees and reasonable attorneys' fees
and disbursements incurred by Mortgagee in connection with the
exercise of such remedies and in connection with its efforts to
dispose of the Mortgaged Property in question (including without
limitation the cost to repair and restore the same in preparation for
sale) and in connection with the ultimate disposition of the Mortgaged
Property in question and all operating expenses of such Mortgaged
Property; PROVIDED, HOWEVER, that such costs and expenses shall not be
deducted from such Purchase Price to the extent such amounts
previously have been added to the Indebtedness in accordance with the
terms of this Mortgage or applicable law or otherwise paid by or on
behalf of Mortgagor from sources other than foreclosure or sales
proceeds. Nothing herein providing a credit for Net Proceeds against
the Indebtedness in connection with a foreclosure of any Mortgaged
Property shall be construed to prevent or delay the simultaneous or
subsequent foreclosure of any other Mortgaged Property.

(d) SPECIFIC PERFORMANCE. Mortgagee, in its sole and absolute
discretion, may institute any action, suit or proceeding at law or in equity for
the specific performance of any covenant, condition or agreement contained
herein or in the Credit Agreement or any other Loan Document, or in aid of the
execution of any power granted hereunder or for the enforcement of any other
appropriate legal or equitable remedy.

(e) ENFORCEMENT OF NOTES. Subject to and in accordance with any
applicable provisions of the Notes and the Credit Agreement, Mortgagee may
recover judgment on the Note (or any portion of the Indebtedness evidenced
thereby), either before, during or after any proceedings for the foreclosure (or
partial foreclosure) or enforcement of this Mortgage.

(f) APPOINTMENT OF RECEIVER. Mortgagee as a matter of right, without
notice, may secure the appointment of a receiver, trustee or liquidator of any
Mortgaged Property or any portion thereof, and Mortgagor hereby irrevocably
consents and agrees to such appointment, without regard to the value of its
Mortgaged Property or the adequacy of the security for the Indebtedness and
without regard to the solvency of Mortgagor or any other Person liable for the
payment of the Indebtedness, and such receiver or other official shall have all
rights and powers permitted by applicable law and such other rights and powers
as the court making such appointment may confer, but the appointment of such
receiver or other official shall not impair or in any manner prejudice the
rights of Mortgagee to receive the Rents with respect to any of the Mortgaged
Property pursuant to this Mortgage.

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<PAGE>

(g) UCC REMEDIES. Mortgagee may exercise any or all of the remedies
available to a secured party under the Uniform Commercial Code (as hereinafter
defined).

(h) PARTIAL FORECLOSURE. In the event of the foreclosure of this
Mortgage as it relates to all or any portion of an Mortgaged Property or
Mortgaged Properties, or other transfer of title to or assignment of all or any
portion of such Mortgaged Property or Mortgaged Properties in extinguishment of
all or any portion of the Indebtedness, all right, title and interest of
Mortgagor in and to all policies of insurance required by this Mortgage (to the
extent same relate to such Mortgaged Property or Mortgaged Properties) and any
insurance Proceeds (to the extent same relate to such Mortgaged Property or
Mortgaged Properties) shall inure to the benefit of and pass to Mortgagee or any
purchaser(s) or transferee(s) of such Mortgaged Property or Mortgaged
Properties.

(i) EFFECT OF JUDGMENT. No recovery of any judgment by Mortgagee and
no levy of an execution under any judgment upon one (1) or more Mortgaged
Properties or any portion thereof or upon any other property of Mortgagor shall
adversely affect in any manner or to any extent the lien of this Mortgage upon
the remaining Mortgaged Properties or any portion thereof, or any rights, powers
or remedies of Mortgagee hereunder. Such lien, rights, powers and remedies of
Mortgagee shall continue unimpaired as before.

(j) CONTINUING POWER OF SALE. The power of sale conferred upon
Mortgagee in this Mortgage shall not be exhausted by any one or more sales as to
any portion of the Mortgaged Property remaining unsold, but shall continue
unimpaired until all of the Mortgaged Property is sold or all of the
Indebtedness is paid in full.

(k) RIGHT TO PURCHASE. At any sale of any Mortgaged Property or any
portion thereof pursuant to the provisions of this Mortgage, Mortgagee shall
have the right to purchase such Mortgaged Property (or such portion thereof)
being sold, and in such case shall have the right to credit against the amount
of the bid made therefor (to the extent necessary) all or any portion of the
amounts referred to in clauses (a) through (c) of Section 24.

(l) RIGHT TO TERMINATE PROCEEDINGS. Mortgagee may terminate or
rescind any proceeding or other action brought in connection with its exercise
of the remedies provided herein at any time before the conclusion thereof, as
determined in Mortgagee's sole discretion and without prejudice to Mortgagee.

(m) JOINT AND SEVERAL GRANTS OF MORTGAGED PROPERTY. It is intended
that the grants of the Mortgaged Properties contained herein shall each be
construed and treated as a separate, distinct grant for the purpose of securing
the entire Indebtedness secured hereunder in the same manner as though each of
the Mortgaged Property was mortgaged and transferred to Mortgagee by a separate
and distinct mortgage and security agreement, so that if it should at any time
appear or be held that this Mortgage fails to transfer to Mortgagee the title to
or encumber and constitute a lien upon any of the Mortgaged Property, or any
part thereof, as against creditors

13
<PAGE>

of Mortgagor, other than Mortgagee or otherwise, such failure shall not operate
to affect in any way the transfer or encumbrance of the other Mortgaged Property
or any part thereof; but nothing herein contained shall be construed as
requiring the Mortgagee to resort to any Mortgaged Property for the satisfaction
of the Indebtedness hereby secured in preference or priority to any other
Mortgaged Property or the remainder of the Mortgaged Property here-by conveyed,
but Mortgagee may seek satisfaction out of all of the Mortgaged Property or any
part thereof, in its absolute discretion.

(n) CERTAIN ENVIRONMENTAL REMEDIATION. After acceleration of the
Indebtedness, and in the event of the foreclosure of this Mortgage as it relates
to all or any portion of a Mortgaged Property, Mortgagee shall have the right
(at any time after commencement but prior to completion of foreclosure
proceedings with respect to any such Mortgaged Property) to commission the
conduct of a Phase I Environmental Study (a "PHASE I STUDY") by a duly licensed
Environmental Consultant (a "CONSULTANT") with respect to such Mortgaged
Property being so foreclosed upon. The right to conduct a Phase I Study shall
not include the right to collect soil samples, groundwater samples, or other
intrusive environmental testing (collectively, "PHASE II TESTING"), unless the
Consultant determines, as a result of the Phase I Study, that such Phase II
Testing is necessary to evaluate an environmental condition which could
materially adversely affect Mortgagee's security interest in Mortgaged Property
or is likely to be in violation of applicable Environmental Law. Mortgagor
agrees to bear the actual cost of a Phase I Study relating to its Mortgaged
Property, provided that Mortgagor shall only be required to reimburse Mortgagee
for no more than the cost of one Phase I Study with respect to each Mortgaged
Property, together with one Phase II Testing if recommended by the Consultant
after completion of the Phase I Study.

(o) OTHER RIGHTS. Mortgagee may pursue against Mortgagor any other
rights and remedies of Mortgagee permitted by law, equity or contract or as set
forth herein or in the other Loan Documents.

24. APPLICATION OF PROCEEDS. The proceeds of any sale or foreclosure of
any Mortgaged Property shall be applied in the following order of priority: (a)
to the payment of the costs and expenses of the foreclosure proceedings
(including, without limitation, reasonable counsel fees and disbursements and
advertising costs and expenses), liabilities and advances made or incurred under
this Mortgage and receivers' and trustees' fees and commissions, together with
interest at Post-Default Rate, from and after the date on which such sums are
advanced by Mortgagee, (b) to the payment of all sums due under the Credit
Agreement and the Notes in such order as described therein, and (d) to the
payment of all sums due under any other Loan Document in such order as described
in the Credit Agreement, and (e) to the payment of any surplus to the party or
parties legally entitled thereto.

25. CHANGES IN THE LAWS REGARDING TAXATION. If any law is enacted or
adopted or amended after the date of this Mortgage which deducts the
Indebtedness from the value of the Mortgaged Property for the purpose of
taxation or which imposes a tax, either directly or

14
<PAGE>

indirectly, on the Indebtedness or Mortgagee's interest in the Mortgaged
Property, Mortgagor will pay such tax, with interest and penalties thereon, if
any. In the event Mortgagee is advised by counsel chosen by it that the payment
of such tax or interest and penalties by Mortgagor would be unlawful or taxable
to Mortgagee or unenforceable or provide the basis for a defense of usury, then
in any such event, Mortgagee shall have the option, by written notice of not
less than ninety (90) days, to declare the entire Indebtedness immediately due
and payable; provided, however, that no Prepayment Consideration shall be
required solely as a result of a prepayment required by any such declaration.

26. NO CREDITS ON ACCOUNT OF THE INDEBTEDNESS. Mortgagor will not claim
or demand or be entitled to any credit or credits on account of the Indebtedness
for any part of the Taxes or Other Charges assessed against the Mortgaged
Property, or any part thereof, and no deduction shall otherwise be made or
claimed from the assessed value of the Mortgaged Property, or any part thereof,
for real estate tax purposes by reason of this Mortgage or the Indebtedness. In
the event such claim, credit or deduction shall be required by law, Mortgagee
shall have the option, by written notice of not less than ninety (90) days, to
declare the entire Indebtedness immediately due and payable; provided, however,
that no Prepayment Consideration shall be required solely as a result of a
prepayment required by any such declaration.

27. DOCUMENTARY STAMPS. If at any time the United States of America, any
State thereof or any subdivision of any such State shall require revenue or
other stamps to be affixed to the Note or this Mortgage, or impose any other tax
or charge on the same, Mortgagor will pay for the same, with interest and
penalties thereon, if any.

28. BLANKET LIEN. Notwithstanding anything herein to the contrary, the
blanket lien created by this Mortgage is intended to encumber each Mortgaged
Property and all of the Mortgaged Property on a joint and several basis to the
full extent of the Indebtedness and the Obligations. An original counterpart of
this Mortgage shall be executed by every Mortgagor and recorded in each county
where Mortgaged Property is located.

29. RIGHT OF ENTRY. Mortgagee and its agents shall have the right to
enter and inspect the Mortgaged Property at all reasonable times. Prior to the
occurrence of an Event of Default, such entry and inspection shall not be
conducted without prior notice to Mortgagor.

30. REASONABLE USE AND OCCUPANCY. In addition to the rights which
Mortgagee may have herein, upon the occurrence of any Event of Default,
Mortgagee, at its option, may require Mortgagor to pay monthly in advance to
Mortgagee, or any receiver appointed to collect the Rents, the fair and
reasonable rental value for the use and occupation of such part of the Mortgaged
Property as may be occupied by Mortgagor, or may require Mortgagor to vacate and
surrender possession of the Mortgaged Property to Mortgagee or to such receiver
and, in default thereof, Mortgagor may be evicted by summary proceedings or
otherwise.

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<PAGE>

31. SECURITY AGREEMENT. This Mortgage is both a real property mortgage
and a "security agreement" within the meaning of the Uniform Commercial Code
adopted and enacted by the State of New Jersey (the "UNIFORM COMMERCIAL CODE"),
made by and between Mortgagor, as Debtor, and Mortgagee, as secured party.
Mortgagor by executing and delivering this Mortgage has granted and hereby
grants to Mortgagee, as security for the Indebtedness, a security interest in
the Mortgaged property to the full extent that the Mortgaged Property may be
subject to the Uniform Commercial Code (said portion of the Mortgaged Property
so subject to the Uniform Commercial Code being herein referred to as the
"COLLATERAL"). If an Event of Default shall occur, Mortgagee, in addition to
any other rights and remedies which it may have, shall have and may exercise
immediately and without demand any and all rights and remedies granted to a
secured party upon default under the Uniform Commercial Code, including, without
limiting the generality of the foregoing, the right to take possession of the
Collateral or any part thereof, and to take such other measures as Mortgagee may
deem necessary for the care, protection and preservation of the Collateral.
Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the
Collateral and make it available to Mortgagee at a convenient place acceptable
to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses,
including legal expenses and attorney fees, incurred or paid by Mortgagee in
protecting the interest in the Collateral and in enforcing Mortgagee's rights
hereunder with respect to the Collateral. Any notice of sale, disposition or
other intended action by Mortgagee with respect to the Collateral sent to
Mortgagor in accordance with the provisions hereof at least five (5) days prior
to such action, shall constitute commercially reasonable notice to Mortgagor.
The proceeds of any disposition of the Collateral, or any part thereof, may be
applied by Mortgagee to the payment of the Indebtedness in such priority and
proportions as Mortgagee in its discretion shall deem proper.

32. ACTIONS AND PROCEEDINGS. Mortgagee has the right to appear in and
defend any action or proceeding brought with respect to the Mortgaged Property
and to bring any action or proceeding, in the name and on behalf of Mortgagor,
which Mortgagee, in its discretion, decides should be brought to protect its
interest in the Mortgaged Property. Mortgagee shall, at its option, be
subrogated to the lien of any deed of trust, mortgage or other security
instrument discharged in whole or in part by the Indebtedness, and any such
subrogation rights shall constitute additional security for the payment of the
Indebtedness.

33. WAIVER OF COUNTERCLAIM. Mortgagor hereby waives the right to assert a
counterclaim, other than a mandatory or compulsory counterclaim, in any action
or proceeding brought against it by Mortgagee, and, to the extent permitted by
law, waives trial by jury in any action or proceeding brought by either party
hereto against the other or in any counterclaim asserted by Mortgagee against
Mortgagor, or in any matters whatsoever arising out of or in any way connected
with this Mortgage, the Note, any of the other Credit Facility Documents or the
Indebtedness.

34. RECOVERY OF SUMS REQUIRED TO BE PAID. Mortgagee shall have the right
from time to time to take action to recover any sum or sums which constitute a
part of the Indebtedness as

16
<PAGE>

the same become due, without regard to whether or not the balance of the
Indebtedness shall be due, and without prejudice to the right of Mortgagee
thereafter to bring an action of foreclosure, or any other action, for a default
or defaults by Mortgagor existing at the time such earlier action was commenced.

35. MARSHALLING AND OTHER MATTERS. Mortgagor hereby waives, to the extent
permitted by law, the benefit of all appraisement, valuation, stay, extension,
reinstatement, redemption and similar laws now or hereafter in force and all
rights of marshalling in the event of any sale hereunder of the Mortgaged
Property or any part thereof or any interest therein. Further, Mortgagor hereby
expressly waives any and all rights of redemption from sale under any order or
decree of foreclosure of this Mortgage on behalf of Mortgagor, and on behalf of
each and every person acquiring any interest in or title to the Mortgaged
Property subsequent to the date of this Mortgage and on behalf of all persons to
the extent permitted by applicable law.

36. [Intentionally Deleted]

37. ACCESS LAWS.

(a) Mortgagor agrees that the Mortgaged Property shall at all times
comply with the requirements of the Americans with Disabilities Act of 1990, the
Fair Housing Amendments Act of 1988, all similar state and local laws and
ordinances related to access and all rules, regulations, and orders issued
pursuant thereto including, without limitation, the Americans with Disabilities
Act Accessibility Guidelines for Buildings and Facilities (collectively the
"ACCESS LAWS").

(b) Notwithstanding any provisions set forth herein or in any other
document regarding Mortgagee's approval of alterations of the Mortgaged
Property, Mortgagor shall not alter the Mortgaged Property in any manner which
would increase Mortgagor's responsibilities for compliance with the applicable
Access Laws without the prior written approval of Mortgagee. The foregoing
shall apply to tenant improvements constructed by Mortgagor or by any of its
tenants. Mortgagee may condition any such approval upon receipt of a
certificate of an architect, engineer or other person acceptable to Mortgagee
regarding compliance with applicable Access Laws.

(c) Mortgagor agrees to give prompt notice to Mortgagee of the
receipt by Mortgagor of any complaints related to any violations of any Access
Laws and of the commencement of any proceedings or investigations which relate
to compliance with applicable Access Laws.

38. INDEMNIFICATION. In addition to any other indemnifications provided
herein or in the other Credit Facility Documents, Mortgagor shall protect,
defend, indemnify and save harmless Mortgagee from and against all liabilities,
obligations, claims, demands, damages, penalties, causes of action, losses,
fines, costs and expenses (including without limitation

17
<PAGE>

reasonable attorney fees and expenses), imposed upon, incurred by or asserted
against Mortgagee by reason of: (a) ownership of this Mortgage, the Mortgaged
Property or any interest therein or receipt of any Rents; (b) any accident,
injury to or death of persons or loss of or damage to property occurring in, on
or about the Mortgaged Property or any part thereof or on the adjoining
sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways;
(c) any use, nonuse or condition in, on or about the Mortgaged Property or any
part thereof or on adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways; (d) any failure on the part of Mortgagor to
perform or comply with any of the terms of this Mortgage; (e) performance of any
labor or services or the furnishing of any materials or other property in
respect of the Mortgaged Property or any part thereof; (f) the presence,
disposal, escape, seepage, leakage, spillage, discharge, emission, release or
threatened release of any Hazardous Substance on, from or affecting: (I) the
Mortgaged Property; or (II) any other property by reason of any use or ownership
of the Mortgaged Property or any action or inaction by Mortgagor; (g) any
personal injury (including wrongful death) or property damage (real or personal)
arising out of or related to any Hazardous Substance; (h) any lawsuit brought or
threatened, settlement reached, or government order relating to any Hazardous
Substance on, from or affecting: (I) the Mortgaged Property; or (II) any other
property by reason of any use or ownership of the Mortgaged Property or any
action or inaction by Mortgagor; (i) any violation of the Environmental Laws,
which are based upon or in any way related to any Hazardous Substance including,
without limitation, the costs and expenses of any remedial action, attorneys and
consultants fees, investigation and laboratory fees, court costs, and litigation
expenses; and (j) any failure of the Mortgaged Property to comply with any
Access Laws, provided that Mortgagor shall not indemnify Mortgagee for the gross
negligence or willful misconduct of Mortgagee. Any amounts payable to Mortgagee
by reason of the application of this indemnification shall be secured by this
Mortgage and the other Credit Facility Documents, shall become immediately due
and payable and shall bear interest at the Default Rate from the date loss or
damage is sustained by Mortgagee until paid. The obligations and liabilities of
Mortgagor under this paragraph 38 shall survive any termination, satisfaction or
assignment of this Mortgage and the exercise by Mortgagee of any of its rights
or remedies hereunder, including, but not limited to, the acquisition of the
Mortgaged Property by foreclosure or a conveyance in lieu of foreclosure.

39. NOTICE. Except as otherwise specified herein, any notice, consent,
request or other communication required or permitted to be given hereunder shall
be in writing, addressed to the other party as set forth below (or to such other
address or person as either party or person entitled to notice may by notice to
the other party specify), and shall be: (a) personally delivered; (b) delivered
by Federal Express or some comparable overnight delivery service; or (c)
transmitted by United States certified mail, return receipt requested with
postage prepaid; to:

Mortgagee: Prudential Securities Credit Corporation
One Seaport Plaza
New York, New York 10292
Attention: James Bozza - Credit Department

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<PAGE>

Mortgagor: Mack-Cali Realty, L.P.
11 Commerce Drive
Cranford, New Jersey 07016
Attention: President

Unless otherwise specified, all notices and other communications shall be deemed
to have been duly given on the first to occur of actual receipt of the same or:
(i) the date of delivery if personally delivered; (ii) one (1) business day
after depositing the same with the delivery service if by overnight delivery
service; and (iii) three (3) days following posting if transmitted by mail.

40. AUTHORITY..

(a) Mortgagor (and the undersigned representative of Mortgagor, if
any) has full power, authority and right to execute, deliver and perform its
obligations pursuant to this Mortgage, and to mortgage, give, grant, bargain,
sell, alien, enfeoff, convey, confirm, pledge, hypothecate and assign the
Mortgaged Property pursuant to the terms hereof and to keep and observe all of
the terms of this Mortgage on Mortgagor's part to be performed.

(b) Mortgagor represents and warrants that Mortgagor is not a
"foreign person" within the meaning of Section 1445(f) (3) of the Internal
Revenue Code of 1986, as amended, and the related Treasury Department
regulations, including temporary regulations.

41. WAIVER OF NOTICE. Mortgagor shall not be entitled to any notices of
any nature whatsoever from Mortgagee except with respect to matters for which
this Mortgage specifically and expressly provides for the giving of notice by
Mortgagee to Mortgagor and except with respect to matters for which Mortgagee is
required by applicable law to give notice, and Mortgagor hereby expressly waives
the right to receive any other notice.

42. REMEDIES OF MORTGAGOR. In the event that a claim or adjudication is
made that Mortgagee has acted unreasonably or unreasonably delayed acting in any
case where by law or under the Note, this Mortgage or the other Credit Facility
Documents, it has an obligation to act reasonably or promptly, Mortgagee shall
not be liable for any monetary damages, and Mortgagor's remedies shall be
limited to injunctive relief or declaratory judgment.

43. SOLE DISCRETION OF MORTGAGEE. Wherever pursuant to this Mortgage,
Mortgagee exercises any right given to it to approve or disapprove, or any
arrangement or term is to be satisfactory to Mortgagee, the decision of
Mortgagee to approve or disapprove or to decide that arrangements or terms are
satisfactory or not satisfactory shall be in the sole and absolute discretion of
Mortgagee and shall be final and conclusive, except as may be otherwise
expressly and specifically provided herein. Prior to the occurrence of an Event
of Default, Mortgagee shall exercise such discretion in a commercially
reasonable manner.

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<PAGE>

44. NONWAIVER. The failure of Mortgagee to insist upon strict performance
of any term hereof shall not be deemed to be a waiver of any term of this
Mortgage. Mortgagor shall not be relieved of Mortgagor's obligations hereunder
by reason of: (a) the failure of Mortgagee to comply with any request of
Mortgagor or any Guarantor to take any action to foreclose this Mortgage or
otherwise enforce any of the provisions hereof, of the Note or the Other Credit
Facility Documents; (b) the release, regardless of consideration, of the whole
or any part of the Mortgaged Property, or of any person liable for the
Indebtedness or any portion thereof; or (c) any agreement or stipulation by
Mortgagee extending the time of payment or otherwise modifying or supplementing
the terms of the Note, this Mortgage or the other Credit Facility Documents.
Mortgagee may resort for the payment of the Indebtedness to any other security
held by Mortgagee in such order and manner as Mortgagee, in its discretion, may
elect. Mortgagee may take action to recover the Indebtedness, or any portion
thereof, or to enforce any covenant hereof without prejudice to the right of
Mortgagee thereafter to foreclose this Mortgage. The rights and remedies of
Mortgagee under this Mortgage and the other Credit Facility Documents shall be
separate, distinct and cumulative and none shall be given effect to the
exclusion of the others. No act of Mortgagee shall be construed as an election
to proceed under any one provision herein to the exclusion of any other
provision. Mortgagee shall not be limited exclusively to the rights and
remedies herein stated but shall be entitled to every right and remedy now or
hereafter afforded at law or in equity.

45. NO ORAL CHANGE. This Mortgage, and any provisions hereof, may not be
modified, amended, waived, extended, changed, discharged or terminated orally or
by any act or failure to act on the part of Mortgagor or Mortgagee, but only by
an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.

46. LIABILITY. If Mortgagor consists of more than one person, the
obligations and liabilities of each such person hereunder shall be joint and
several. This Mortgage shall be binding upon and inure to the benefit of
Mortgagor and Mortgagee and their respective successors and assigns forever.

47. INAPPLICABLE PROVISIONS. If any term, covenant or condition of the
Note or this Mortgage is held to be invalid, illegal or unenforceable in any
respect, the Note and this Mortgage shall be construed without such provision.

48. HEADINGS, ETC. The headings and captions of various paragraphs of
this Mortgage are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.

49. DUPLICATE ORIGINALS. This Mortgage may be executed in any number of
duplicate originals and each such duplicate original shall be deemed to be an
original.

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50. DEFINITIONS. Unless the context clearly indicates a contrary intent
or unless otherwise specifically provided herein, words used in this Mortgage
(including pronouns) shall include the corresponding masculine, feminine or
neuter forms, and the singular form of such words shall include the plural and
vice versa. The word "MORTGAGOR" shall mean "each constituent Mortgagor and any
subsequent owner or owners of any of the Mortgaged Properties or any part
thereof or any interest therein"; the word "MORTGAGEE" shall mean "the Mortgagee
named herein, or any subsequent administrative agent or holder of the Notes
under the Credit Agreement"; the word "NOTE" shall mean "the Notes and any other
evidence of indebtedness secured by this Mortgage"; the word "PERSON" shall
include an individual, corporation, partnership, trust, unincorporated
association, government, governmental authority and any other entity; and the
words "MORTGAGED PROPERTY" shall include any portion of any of the Mortgaged
Properties owned by any of the constituent Mortgagors and any interest therein.

51. HOMESTEAD. Mortgagor hereby waives and renounces all homestead and
exemption rights provided by the constitution and the laws of the United States
and of any state, in and to the Mortgaged Property as against the collection of
the Indebtedness, or any part hereof.

52. ASSIGNMENTS. Mortgagee shall have the right to assign or transfer its
rights under this Mortgage without limitation. Any assignee or transferee shall
be entitled to all the benefits afforded Mortgagee under this Mortgage.
Mortgagee shall give Mortgagor written notice following any such assignment.

53. INTEGRATION. This Mortgage, the Note and the other Credit Facility
Documents embody the entire agreement by and between Mortgagor and Mortgagee
with respect to the Loan, and any and all prior correspondence, discussions or
negotiations are deemed merged therein; PROVIDED, HOWEVER, that except to the
extent inconsistent with the specific terms and provisions of this Mortgage, the
Note and the other Credit Facility Documents, all representations, warranties,
statements, covenants and agreements of Mortgagor contained in any loan
commitment and/or loan application executed in connection with the Loan shall
survive the funding of the Loan, any termination, satisfaction, or assignment of
this Mortgage and the exercise by Mortgagee of any of its rights or remedies
hereunder, including but not limited to, the acquisition of the Mortgaged
Property by foreclosure or a conveyance in lieu of foreclosure.

54. APPLICABLE LAW; JURISDICTION. This Mortgage shall be governed and
construed in accordance with the laws of the State of New Jersey, without regard
to conflict of law provisions thereof. In addition to the provisions of Section
11.14 of the Credit Agreement, Mortgagor hereby submits to personal jurisdiction
in the state courts located in said state and the federal courts of the United
States of America (and any appellate courts taking appeals thereof) located in
said state for the enforcement of Mortgagor's obligations hereunder and waives
any and all personal rights under the law of any other state to object to
jurisdiction within such state for the purposes of any action, suit, proceeding
or litigation to enforce such obligations of Mortgagor.

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IN WITNESS WHEREOF, each constituent Mortgagor has executed this
Mortgage as of the day and year first above written.

BRIDGE PLAZA REALTY ASSOCIATES L.P.

By: Cali Sub IX, Inc., its general partner