INDEMNIFICATION AND ESCROW AGREEMENT



         THIS INDEMNIFICATION AND ESCROW AGREEMENT (this "Agreement") is

entered into as of the 1st day of June, 2000 by and among FrontLine Capital

Group (formerly known as Reckson Services Industries, Inc.), a Delaware

corporation ("RSI"), CarrAmerica Realty Corporation, a Maryland corporation

("CarrAmerica"), Strategic Omni Investors LLC, a Delaware limited liability

company ("Strategic Omni"), Security Capital Holdings S.A., a Luxembourg

corporation ("SC-USRealty"), The Oliver Carr Company, a District of Columbia

corporation ("OCCO"), Carr Holdings LLC, a Maryland limited liability company

("Carr Holdings"), and the additional persons who are shown on the signature

page hereto (the "Additional Indemnitors") (CarrAmerica, Strategic Omni,

SC-USRealty, OCCO, Carr Holdings, and each of the Additional Indemnitors,

collectively the "Shareholders" and individually a "Shareholder"; sometimes

collectively referred to herein with RSI as "Depositors" and individually a

"Depositor") and Citibank, N.A., a New York corporation, as escrow agent

hereunder (the "Escrow Agent").



                             W I T N E S S E T H:

                              - - - - - - - - - -



         WHEREAS, RSI, CarrAmerica, VANTAS Incorporated, a Nevada corporation

("VANTAS"), and HQ Global Workplaces, Inc., a Delaware corporation ("HQGW"),

have entered into an Agreement and Plan of Merger dated as of January 20,

2000, as amended as of April 29, 2000 and as of May 31, 2000 (the "Merger

Agreement") pursuant to which VANTAS will merge with and into HQGW ("the

Merger");



         WHEREAS, on the date hereof, pursuant to an agreement among certain

of the Shareholders and RSI dated as of January 20, 2000 (the "Stock Purchase

Agreement"), certain of the Shareholders are selling to RSI, and RSI is

purchasing from such Shareholders, that number of the shares of voting common

stock, par value $.01 per share, and non-voting common stock, par value $.01

per share, of Holdco as set forth in, and subject to the terms and conditions

of, the Stock Purchase Agreement;



         WHEREAS, on the date hereof, pursuant to the Merger Agreement, each

issued and outstanding share of (A) common stock, par value $.01 per share

("VANTAS Common Stock"), of VANTAS shall be converted into the right to

receive $8.00 per share in cash and (B) (i) Series A Convertible Preferred

Stock, par value $.01 per share, of VANTAS (the "Series A Stock"), (ii) Series

B Convertible Preferred Stock, par value $.01 per share, of VANTAS (the

"Series B Stock"), (iii) Series C Convertible Preferred Stock, par value $.01

per share, of VANTAS (the "Series C Stock"), (iv) Series D Convertible

Preferred Stock, par value $.01 per share, of VANTAS (the "Series D Stock"),

and (v) Series E Convertible Preferred Stock, par value $.01 per share of

VANTAS (the "Series E Stock"), other than shares of Series A Stock, Series B

Stock, Series C Stock, Series D Stock and Series E Stock held in the treasury

of VANTAS, are, by virtue of the Merger and without any action on the part of

the holder thereof, being converted into the right to receive shares of voting

common stock of HQGW;



         WHEREAS, as a condition to the consummation by VANTAS and/or RSI, as

applicable, of the transactions contemplated by the Merger Agreement, the

Stock Purchase Agreement, and that certain Stock Purchase Agreement by and

among VANTAS, RSI, CarrAmerica, OmniOffices (UK) Limited ("Omni UK") and

OmniOffices (Lux) 1929 Holding Company S.A. ("LuxCo") (the "UK Agreement"),

(i) the Shareholders have hereby agreed to indemnify and hold harmless RSI

from and against certain losses related to the Merger Agreement and the Stock

Purchase Agreement, and (ii) CarrAmerica has hereby agreed to indemnify and

hold harmless RSI from and against certain losses related to the UK Agreement,

upon the terms and conditions provided herein;



         WHEREAS, as a condition to the consummation by HQGW and the

applicable Shareholders of the transactions contemplated by the Merger

Agreement, the Stock Purchase Agreement and the UK Agreement, RSI has agreed

to indemnify and hold harmless certain Shareholders from and against certain

losses from certain matters upon the terms and conditions provided herein;



         WHEREAS, in connection with the Shareholders' indemnification

obligations, the parties have agreed that the Shareholders are depositing an

aggregate of 706,612 shares of non-voting common stock of Holdco (the

"Non-Voting Common Stock") (collectively, the "Shareholder Indemnification

Shares") and $4,158,492 in cash (the "Shareholder Cash Collateral") with the

Escrow Agent to be held and disbursed by the Escrow Agent in accordance with

this Agreement, with such Shareholder Indemnification Shares and Shareholder

Cash Collateral having an aggregate initial value of $30,000,000 as of the

Closing;



         WHEREAS, in connection with RSI's indemnification obligations, the

parties have agreed that RSI is depositing an aggregate of 820,322 shares of

voting common stock of Holdco (the "Voting Common Stock") (the "RSI

Indemnification Shares," and together with the Shareholder Indemnification

Shares, the "Indemnification Shares") with the Escrow Agent to be held and

disbursed by the Escrow Agent in accordance with this Agreement, with the RSI

Indemnification Shares having an aggregate initial value of $30,000,000 as of

the Closing;



         WHEREAS, capitalized words and phrases used and not defined herein

shall have the meanings ascribed to them in the Merger Agreement; and



         WHEREAS, the Escrow Agent is willing to establish and administer this

escrow on the terms set forth in this Agreement.



         NOW, THEREFORE, in consideration of the premises, and other good and

valuable consideration the receipt and sufficiency of which are hereby

acknowledged, the parties hereto do hereby agree as follows:



         1. Certain Definitions. As used in this Agreement, certain

capitalized terms not otherwise defined herein shall have the following

respective meanings:



         "Cash Collateral" shall mean the Shareholder Cash Collateral and any

cash deposited by RSI or any Shareholder in the Escrow Account in substitution

of RSI Indemnification Shares or Shareholder Indemnification Shares in

accordance with Section 2(b).



         "Company Level Loss" shall mean any loss, liability, claim, damage or

expense (including reasonable legal fees and expenses) directly or indirectly

incurred by HQGW or its Subsidiaries and VANTAS or its Subsidiaries

respectively; it being understood that a Company Level Loss shall not include

any consequential, incidental or punitive damages or any Direct Loss.



         "Escrow Property" shall mean the Indemnification Shares and the Cash

Collateral delivered to the Escrow Agent, together with all interest,

dividends and other distributions and payments thereon received by Escrow

Agent, less any property and/or funds distributed or paid in accordance with

this Agreement.



         "Loss" or "Losses" shall mean a Company Level Loss or a Direct Loss.



         "Direct Loss" shall mean any loss, liability, claim, damage or

expense (including reasonable legal fees and expenses) incurred by (i) any

Shareholder Indemnitee arising from, relating to or as a result of the

inaccuracy at the time made or deemed made of any of the representations or

warranties set forth in: (a) Section 5(B) of the Merger Agreement; and (b)

Section 5 of the Stock Purchase Agreement; or (ii) RSI Indemnitees arising

from, relating to, or as a result of the inaccuracy at the time made or deemed

made of any of the representations or warranties set forth in: (a) Section

4(B) of the Merger Agreement; (b) Section 4 of the Stock Purchase Agreement

and (c) Article II, Section (B) of the UK Agreement; it being understood that

a Direct Loss shall not include (x) any consequential, incidental or punitive

damages, (y) any loss or damages suffered by such party as a result of the

diminution in value (either directly or indirectly) of the interest held by

such party in the Holdco, or (z) any Company Level Loss.



         "Market Value" shall mean $36.57 per share.



         "Ownership Percentage" shall mean, with respect to a Shareholder, the

percentage set forth opposite such Shareholder's name on Schedule A attached

hereto.



         "RSI Indemnitees" shall mean RSI and its directors, officers,

employees, shareholders, agents and representatives.



         "RSI's Indemnification Share" shall mean one (1) minus the

Shareholder's Indemnification Share.



         "Shareholder Indemnitees" shall mean the Shareholder listed on

Schedule C attached hereto and its directors, officers, employees,

shareholders, agents and representatives.



         "Shareholder Litigation" shall mean the legal proceedings disclosed

in Schedule 4(p) of the Merger Agreement under the caption "Omni Offices, Inc.

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