PURCHASE AGREEMENT





         PURCHASE AGREEMENT, dated as of May 31, 2000, by and between

FrontLine Capital Group, a Delaware corporation ("FCG"), and First Union Real

Estate Equity and Mortgage Investments, an Ohio real estate investment trust

(the "Investor").



         WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old

HQ"), and CarrAmerica Realty Corporation, a Maryland corporation

("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada

corporation ("VANTAS"), and FCG, on the other hand, have entered into that

certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended

as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger

Agreement").



         WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and

into Old HQ with Old HQ continuing as the surviving corporation with the name

"HQ Global Workplaces, Inc." (the "HQ Merger").



         WHEREAS, FCG and CarrAmerica have entered into that certain Stock

Purchase Agreement, dated as of January 20, 2000, as amended as of April 29,

2000 (as amended, the "Stock Purchase Agreement"), whereby FCG agreed to

purchase from CarrAmerica 4,130,530 (subject to recalculation as provided

therein) shares of non-voting common stock, par value $.01 per share (the "Old

HQ Common Stock"), of Old HQ.



         WHEREAS, immediately following the consummation of the HQ Merger and

the transactions contemplated by the Stock Purchase Agreement and that certain

Stock Purchase Agreement, dated as of January 20, 2000, as amended as of April

29, 2000, among FCG, VANTAS, CarrAmerica, Omni Offices UK Limited and Omni

Offices (Lux) 1929 Holding Company S.A. (the "UK Stock Purchase Agreement"),

Old HQ, as the surviving corporation of the HQ Merger ("HQ Surviving

Corporation"), will merge (the "Second Step Merger") with and into newly

formed HQ Merger Subsidiary, Inc., a Delaware corporation ("M-Sub") that is a

wholly owned subsidiary of HQ Global Holdings, Inc., a Delaware corporation

("Holdco"), which will theretofore be wholly owned by HQ Surviving

Corporation, with M-Sub continuing as the surviving corporation under the name

"HQ Global Workplaces Inc." pursuant to the Agreement and Plan of Merger

related thereto (the "Second Step Merger Agreement").



         WHEREAS, pursuant to the Exchange Agreement, dated as of May 31, 2000

(the "Exchange Agreement"), Holdco and FCG have agreed to exchange 4,130,530

shares of common stock of Holdco ("Common Shares") to be received by FCG in

the Second Step Merger in exchange for the Old HQ Common Stock to be purchased

by FCG from CarrAmerica and certain other persons pursuant to the Stock

Purchase Agreement for 3,704,933.820 newly issued shares of Series A

Convertible Cumulative Preferred Stock (the "Preferred Stock") of Holdco and

warrants to purchase up to 1,660,341.752 shares of voting common stock, par

value $.01 per share (the "Voting Common Stock"), of Holdco.



         WHEREAS, upon consummation of the transactions contemplated in the

Exchange Agreement, FCG desires to sell to the Investor, and the Investor

desires to purchase from FCG, the certain securities on the terms and

conditions specified in this Agreement.



         WHEREAS, capitalized words and phrases used but not otherwise defined

herein shall have the meanings ascribed to them under the Merger Agreement.



         Accordingly, FCG and the Investor hereby agree as follows:



         1. Purchase and Sale of Securities. (a) On the terms and subject to

the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and

the Investor agrees to purchase from FCG, for $10 million (the "Purchase

Price") (A) 245,266.257 newly issued shares of Preferred Stock (the "Preferred

Shares"), the terms of which are contained in the certificate of designations

to Holdco's certificate of incorporation (the "Certificate of Designations")

in the form attached as Exhibit A hereto, having an initial liquidation

preference equal to $10 million and (B) warrants to purchase up to 109,914.462

shares of Voting Common Stock (the "Warrants"), the terms of which are in the

form attached as Exhibit B hereto in respect of Warrants to purchase

74,121.436 shares of Common Stock (the "Initial Warrants") and in Exhibit C

hereto in respect of Warrants to purchase 35,793.026 shares of Common Stock.



              (b) The closing (the "Closing") of the purchase and sale of the

securities referred to in clause (a) above shall be held at the offices of

Brown & Wood LLP, One World Trade Center, New York, New York 10048,

immediately after, and on the same date as, the Closing under the Merger

Agreement, subject to the satisfaction or waiver of the conditions set forth

in Section 5 hereof. The date on which the Closing shall occur, which shall

not extend beyond June 5, 2000, is hereinafter referred to as the "Closing

Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the

Investor prior to the close of the business on the business day immediately

preceding the Closing Date. On the Closing Date, (i) FCG shall deliver

certificates issued in the Investor's name representing the Preferred Shares

and the Warrants, and (ii) the Investor shall deposit the Purchase Price in

immediately available funds with Citibank, N.A., as escrow agent (the "Escrow

Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow

Agreement"), for payment to FCG; it being understood that the Closing shall

occur, and the Preferred Shares, Warrants and Purchase Price only released

from escrow, in accordance with the terms and conditions set forth in the

Escrow Agreement.



         2. Representations and Warranties of FCG. FCG hereby represents and

warrants to the Investor as of the date hereof and as of the Closing Date as

to the following matters:



              (a) Organization and Standing. FCG is a corporation duly

organized, validly existing and in good standing as a corporation under the

laws of the State of Delaware. FCG and its subsidiaries have all requisite

corporate power and authority necessary to carry on their respective

businesses as presently conducted and to enable them to own, lease or

otherwise hold their respective properties and assets. FCG and its

subsidiaries are duly qualified to do business and in good standing in each

jurisdiction in which the conduct or nature of their respective businesses or

the ownership, leasing or holding of their respective properties or assets

makes such qualification necessary, except any such jurisdiction where the

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